20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934

or

x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2014

or

¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

or

¨ Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

From the transition period from                      to                     

Commission file number 001-33175

Sesa Sterlite Limited

(Exact Name of Registrant as specified in its charter)

Republic of India	Sesa Ghor 20, EDC Complex, Patto Panaji, Goa – 403 001, India
(Jurisdiction of Incorporation or Organization)	(Address of Principal Executive Offices)

Rajiv Choubey

Company Secretary and Head Legal

Core 6, Third Floor, Scope Complex

7 Lodhi Road, New Delhi - 110 003, India

(91) 11 49166124

rajiv.choubey@vedanta.co.in

(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

American Depositary Shares each representing four equity shares par value Re. 1 per equity share.	New York Stock Exchange
(Title of Each Class)	(Name of Exchange On Which Registered)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2014, 2,964,674,487 equity shares, par value Re. 1 per equity share, were issued and outstanding, of which 249,110,480 equity shares were held in the form of 62,277,620

American Depositary Shares or ADSs.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                 Accelerated filer  ¨                Non-accelerated  filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

TABLE OF CONTENTS

		PAGE
PART I			4
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		4
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		4
ITEM 3.	KEY INFORMATION		4
ITEM 4.	INFORMATION ON THE COMPANY		35
ITEM 4A.	UNRESOLVED STAFF COMMENTS		150
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		150
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		182
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		195
ITEM 8.	FINANCIAL INFORMATION		201
ITEM 9.	THE OFFER AND LISTING		211
ITEM 10.	ADDITIONAL INFORMATION		212
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		252
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		255
PART II			256
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		256
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		256
ITEM 15.	CONTROLS AND PROCEDURES		257
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		259
ITEM 16B.	CODE OF ETHICS		259
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		260
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		260
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		260
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		260
ITEM 16G.	CORPORATE GOVERNANCE		260
ITEM 16H.	MINE SAFETY DISCLOSURE		261
PART III			261
ITEM 17.	FINANCIAL STATEMENTS		261
ITEM 18.	FINANCIAL STATEMENTS		261
ITEM 19.	EXHIBITS		262
SIGNATURES			268
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

3

CONVENTIONS USED IN THIS ANNUAL REPORT

In this Annual Report, we refer to information regarding the zinc, oil and gas, iron ore, copper, aluminium and power industries and our competitors from market research reports, analyst reports and other publicly available sources. Although we believe that this information is reliable, we have not independently verified the accuracy and completeness of the information. We caution you not to place undue reliance on this data.

On February 25, 2012, Vedanta Resources Plc (“Vedanta”), the parent company of Sterlite Industries (India) Limited (“Sterlite” or “SIIL”), Sesa Goa Limited (“Sesa Goa”), Vedanta Aluminium Limited (“Vedanta Aluminium”), Sterlite Energy Limited (“Sterlite Energy”), Cairn India Limited (“Cairn India”) and The Madras Aluminium Company Limited (“MALCO”) announced an all-share merger of majority owned subsidiaries, Sesa Goa and SIIL, to create Sesa Sterlite Limited (“Sesa Sterlite” or “SSL”) and a consolidation of various subsidiaries held by Vedanta to effect the consolidation and simplification of Vedanta’s corporate structure through two series of transactions (together the “Re-organization Transactions” consisting of the “Amalgamation and Re-organization Scheme” and the “Cairn India Consolidation”). The Re-organization Transactions were completed during the fiscal year 2014 and the name of the merged entity was changed to Sesa Sterlite Limited with effect from September 18, 2013. Please see “Item 5. Operating and Financial Review and Prospects – Consolidation and re-organization of Sesa Goa, Sterlite, Vedanta Aluminium, Sterlite Energy and MALCO to form Sesa Sterlite and transfer of Vedanta’s shareholding in Cairn India to Sesa Sterlite”.

Sterlite Energy was a wholly owned subsidiary of SIIL and SIIL, Vedanta Aluminium, Sesa Goa, MALCO and Cairn India were subsidiaries of Vedanta, the ultimate holding company. Therefore, the Re-organization Transactions (as described elsewhere in this Annual Report) fall within the purview of the common control business combination transactions. The accounting policies described in Notes 1 and 3.D.-“Business Combinations” of the consolidated financial statements included elsewhere in this Annual Report requires that financial statements of the combined entity, Sesa Sterlite, be retroactively adjusted, as if the transaction had occurred at the earliest reporting period (or from the date the entity came under common control, where such a date is later). Accordingly the financial information for the fiscal years ended March 31, 2010, 2011, 2012 and 2013 have been retroactively adjusted (“recast”) giving effect to the Re-organization Transactions. The financial information for the fiscal year ended March 31, 2014 gives effect to the Re-organization Transactions for the full fiscal year 2014. The financial information of Cairn India is included from December 8, 2011, the date of acquisition of Cairn India by Vedanta.

In this Annual Report, references to the “ADS offering” is to the initial public offering of our equity shares in the form of American Depositary Shares (“ADSs”), each currently representing four equity shares, in the United States (or the “US”) completed in June 2007.

Unless otherwise indicated, our accompanying financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, or IASB, for the fiscal years ended March 31, 2010, 2011, 2012, 2013 and 2014. References to a particular “fiscal” year are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30 and December 31. References to a year other than a “fiscal” year are to the calendar year ended December 31.

Our consolidated financial statements are reported in Indian Rupees or “Rs.”. Unless otherwise specified, translation of amounts for the convenience of the reader has been made in this Annual Report (i) from Indian Rupees to US dollars at the rate of Rs. 60.00 per $ 1.00 based on the exchange rate quoted by the Federal Reserve Bank of New York as of March 31, 2014; (ii) from Australian dollars to US dollars at the rate of AUD 1.08 per $1.00 based on the exchange rate quoted by the Federal Reserve Bank of New York as of March 31, 2014; (iii) from South African Rand to US dollars at the rate of ZAR 10.53 per $ 1.00 based on the exchange rate quoted by the Federal Reserve Bank of New York as of March 31, 2014 and (iv) from Namibian dollars to US dollars at the rate of NAD 10.58 per $1.00 based on the exchange rate quoted by Oanda (data available at www.oanda.com) as of March 31, 2014. As of July 31, 2014, the exchange rate between US dollars and Indian Rupees was $ 1.00 = Rs. 60.55 as quoted by the Federal Reserve Bank of New York.

In this Annual Report, references to “US” or the “United States” are to the United States of America, its territories and its possessions. References to “UK” are to the United Kingdom. References to “India” are to the Republic of India. References to “Namibia” are to the Republic of Namibia. References to “South Africa” are to the Republic of South Africa. References to “Ireland” are to the Republic of Ireland. References to “Sri Lanka” are to the Democratic Socialist Republic of Sri Lanka. References to “$”, “dollars” or “US dollars” are to the legal currency of the United States. References to “Rs.”, “Re.”, “Rs”, “Rupees” or “Indian Rupees” are to the legal currency of the Republic of India. References to “AUD”, “Australian dollars” are to the legal currency of the Commonwealth of Australia. References to “NAD” or “Namibian dollars” are to the legal currency of Namibia. References to “ZAR” or “RAND” are to the legal currency of the Republic of South Africa. References to “¢” are to US cents.

References to “lb” are to the imperial pounds (mass) equivalent to 0.4536 kilograms, references to “mt” or “tons” are to metric tons, references to “mmt” are to million metric tons, references to “tpa” are to tons per annum, a unit of mass equivalent to 1,000 kilograms or 2,204.6 lb, references to “mmtpa” are to million metric tons per annum, references to “dmt” are to dry million metric tons, references to “oz” are to ounces, with one kilogram being equivalent to 32.1507 oz and one ton equivalent to 32,151 oz, references to “mm” are to millimeters, references to “ha” are to hectares, a unit of area equal to 10,000 square meters or 107,639

1

square feet, references to “bbls” are to barrels, references to “mmboe” are to million barrels of oil equivalent, references to “bboe” are to billion barrels of oil equivalent, references to “mmbopd” are to million barrels of oil per day, references to “kbopd” are to kilo barrels of oil per day, references to “bopd” are to barrels of oil per day, references to “boepd” are to barrels of oil equivalent per day, references to “tcm” are to trillion cubic meters, references to “mmscmd” are to million metric standard cubic meter per day, references to “mscf” are to thousand standard cubic feet, references to “mmscf” are to million metric standard cubic feet, references to “mmscfd” are to million metric standard cubic feet per day, references to “bcf” are to billion cubic feet. References to net oil and gas production are to the entitlement interest production of Cairn India, in which the Ravva royalty is not netted off.

We conduct our businesses both directly and through a consolidated group of companies that we have ownership interests in. See “Item 4. Information on the Company” for more information on these companies and their relationships to us. Unless otherwise stated in this Annual Report or unless the context otherwise requires, references in this Annual Report to “we”, “us”, “our”, “Sesa Sterlite”, “our Company” or “our consolidated group of companies” mean Sesa Sterlite, its consolidated subsidiaries and its predecessors, collectively, including Cairn India and its subsidiaries, Monte Cello BV (“Monte Cello”), Copper Mines of Tasmania Proprietary Limited (“CMT”), Thalanga Copper Mines Proprietary Limited, Bharat Aluminium Company Limited (“BALCO”), Hindustan Zinc Limited (“HZL”), Sterlite Infra Limited, Fujairah Gold FZC, Sterlite (USA), Inc., (“Sterlite USA”), Talwandi Sabo Power Limited (“TSPL”), THL Zinc Ventures Limited, THL Zinc Limited, THL Zinc Holding B.V., THL Zinc Namibia Holdings (Proprietary) Limited (“ Skorpion”), Skorpion Zinc (Proprietary) Limited, Skorpion Mining Company (Proprietary) Limited, Namzinc (Proprietary) Limited, Amica Guesthouse (Proprietary) Limited, Rosh Pinah Health Care (Proprietary) Limited, Black Mountain Mining (Proprietary) Limited (“BMM”), Vedanta Lisheen Holdings Limited(“Lisheen”), Vedanta Lisheen Mining Limited, Killoran Lisheen Mining Limited, Killoran Lisheen Finance Limited, Lisheen Milling Limited, Vedanta Exploration Ireland Limited, Lisheen Mine Partnership, Sterlite Ports Limited , Sterlite Infraventures Limited, Vizag General Cargo Berth Private Limited, Paradip Multi Cargo Berth Private Limited, Pecvest 17 Proprietary Limited, Lakomasko B.V., MALCO Energy Limited (“MALCO Energy”) (formerly known as Vedanta Aluminium), Sesa Resources Limited, Sesa Mining Corporation Limited, Goa Energy Limited (“GEL”), Bloom Fountain Limited (“BFL”), Twin Star Energy Holdings Limited (“TEHL”), Twin Star Mauritius Holdings Limited (“TMHL”), Western Cluster Limited (“WCL”), Vedanta Exploration Ireland Limited, Maritime Ventures Private Limited and Twinstar Energy Holding Limited.

Our consolidated financial information does not include our controlling shareholder Vedanta, its shareholders and various companies owned directly or indirectly by it (other than us and our consolidated group of companies described above), including without limitations, Vedanta Resources Holdings Limited (“VRHL”), Konkola Copper Mines Plc, Konkola Resources Plc, Twin Star Holdings Limited (“Twin Star”), Welter Trading Limited (“Welter Trading”), the Anil Agarwal Discretionary Trust (“Trust”), Conclave PTC Limited (“Conclave”), Sterlite Technologies Limited, Monte Cello Corporation NV, Valliant (Jersey) Limited, Vedanta Resources Jersey II Limited, Vedanta Resources Finance Limited, Vedanta Resources Cyprus Limited, Richter Holding Limited (“Richter”), Westglobe Limited (“Westglobe”), Finsider International Company Limited (“Finsider”), Vedanta Resources Jersey Limited, Vedanta Finance (Jersey) Limited, Vedanta Jersey Investments Limited, Vedanta Finance UK Limited, Sesa Sterlite Mauritius Holdings Limited and Sterlite Grid Limited. References to the “Group” is to Sesa Sterlite and its subsidiaries on a consolidated basis and references to the “Vedanta Group” is to Vedanta and its subsidiaries on a consolidated basis.

In this Annual Report, references to The London Metal Exchange Limited (“LME”), price of zinc, oil and gas, iron ore, copper, aluminium are to the cash seller and settlement price on the LME for copper, zinc or aluminium for the period indicated. References to primary market share in this Annual Report are to the market that includes sales by producers of metal from copper concentrate or alumina, as applicable, and do not include sales by producers of recycled metal or imports.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains “forward-looking statements” as defined in the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our company and our industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “should” and similar expressions. These forward-looking statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that, although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions could be materially incorrect. Factors which could cause these assumptions to be incorrect include, but are not limited to:-

• a decline or volatility in the prices of or demand for zinc, oil and gas, iron ore, copper, aluminium or power or increase in supply of zinc, oil and gas, iron ore, copper, aluminium or power;

• events that could cause a decrease in our production and higher cost of production for zinc, oil and gas, iron ore, copper, aluminium or power;

• unavailability or increased costs of raw materials for our products;

• dependence on obtaining and maintaining mining leases for our mining sites and approvals from regulatory authorities for increasing oil and gas production;

2

• general risks related to Sesa Sterlite’s commercial power business;

• fluctuations in metal prices on LME, ore prices, oil and gas prices or power prices;

• fluctuations in currency exchange rates;

• interruptions in the availability of exploration, production or supply equipment or infrastructure and/or increased costs;

• construction of pipelines and terminals may take longer than planned, may not work as intended and the cost of construction may be greater than forecast;

• our actual economically recoverable lead-zinc ore, copper ore or bauxite reserves being lower than we have estimated;

• our ability to expand our business, effectively manage our growth or implement our strategy;

• our ability to retain our senior management team and hire and retain sufficiently skilled labor to support our operations;

• regulatory, legislative and judicial developments and future regulatory actions and conditions in our operating areas;

• increasing competition in the zinc, oil and gas, iron ore, copper, aluminium or power industries;

• political or economic instability in and around India or around the regions in which we operate;

• worldwide economic and business conditions;

• reliance on third party contractors and providers of equipment which may not be readily available and whose costs may increase;

• compliance with extensive environmental and health and safety regulations;

• our ability to successfully consummate strategic acquisitions;

• our ability to simplify our group structure and reduction in non-controlling stake in group companies;

• the outcome of outstanding litigation in which we are involved;

• our ability to maintain good relations with our trade unions and avoid strikes and lock-outs;

• any actions of our controlling shareholder, Vedanta;

• the future capital requirements of our business and the availability of financing on favorable terms;

• the continuation of tax holidays, exemptions and deferred tax schemes we currently enjoy;

• changes in tariffs, royalties, customs duties and government assistance; and

• terrorist attacks and other acts of violence, natural disasters and other environmental conditions and outbreaks of infectious diseases and other public health concerns in India, Asia and elsewhere.

These and other factors are more fully discussed in “Item 3. Key Information—D. Risk Factors,” “Item 5. Operating and Financial Review and Prospects” and elsewhere in this Annual Report. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking statements. Except as required by law, we do not undertake to release revisions to any of these forward-looking statements to reflect future events or circumstances.

3

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. Selected Consolidated Financial Data

The selected consolidated financial data presented below as of March 31, 2013 and 2014 and for the years ended March 31, 2012, 2013 and 2014 has been derived from our consolidated financial statements included herein, which have been prepared in conformity with IFRS as issued by the IASB. These consolidated financial statements have been audited by Deloitte Haskins & Sells LLP, Mumbai, India, or Deloitte, our independent registered public accounting firm, and included elsewhere in this Annual Report. Deloitte Haskins & Sells, Chartered Accountants, Mumbai (the firm), has been converted into a Limited Liability Partnership (“LLP”) with the name Deloitte Haskins & Sells LLP (“DHS LLP”) under section 58 of the Limited Liability Partnership Act, 2008 with effect from November 20, 2013.

The selected consolidated financial data presented below as of March 31, 2010, 2011 and 2012, and for the years ended March 31, 2010 and 2011 has been derived from our consolidated financial statements, which also have been prepared in conformity with IFRS as issued by the IASB, and which have not been included elsewhere in this Annual Report.

We have also disclosed below, for all periods presented herein, segment revenue and segment profit, based on the segment disclosures in our consolidated financial statements and cost of production by segment. Cost of production per unit is not a recognized measure under IFRS as issued by the IASB. We have included cost of production as it is a key performance indicator used by the management to assess the performance of the operations. We also believe it is a measure used by investors and analysts to evaluate companies in our industry. Our results of operations are, to a significant degree, dependent upon our ability to efficiently run our operations and maintain low costs of production. Efficiencies relating to recovery of metal from the ore, process improvements, by-product management and increasing productivity help drive our costs down. Our computation of cost of production should be considered in addition to, and not as a substitute for other measures of financial performance and liquidity reported in accordance with IFRS as issued by the IASB. Cost of production is a measure intended for monitoring the operating performance of our operations. This measure is presented by other metal companies, though our measure may not be comparable to similarly titled measures reported by other companies in our industry.

Our historical results do not necessarily indicate our expected results for any future period. The translations of Indian Rupee amounts to US dollars presented in the tables below, are solely for the convenience of the reader and are based on the noon buying rate of Rs. 60.00 per $ 1.00 in the City of New York for cable transfers of Indian Rupees, respectively, as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2014. No representation is made that the Indian Rupee amounts represent US dollar amounts or have been, could have been or could be converted into US dollars at such rates or at any other rates.

You should read the following information in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements included elsewhere in this Annual Report.

	For the Year Ended March 31,
	2010			2011			2012			2013			2014			2014
	(recast) (Rs.) (in millions except shares and per share data)			(recast) (Rs.) (in millions except shares and per share data)			(recast) (Rs.) (in millions except shares and per share data)			(recast) (Rs.) (in millions except shares and per share data)			(Rs.) (in millions except shares and per share data)			(US Dollar) (in millions except shares and per share data)
Revenue		327,639			447,610			598,116			722,303			725,243			12,087.4
Cost of sales		(228,321	)		(313,066	)		(435,993	)		(556,663	)		(557,900	)		(9,298.3	)
Gross profit		99,318			134,544			162,123			165,640			167,343			2,789.1
Other operating income		4,311			6,917			2,252			3,791			4,541			75.7
Distribution expenses		(14,347	)		(22,126	)		(32,151	)		(16,430	)		(12,127	)		(202.1	)
Administration expenses		(11,595	)		(16,950	)		(24,699	)		(23,490	)		(32,229	)		(537.2	)
Operating profit		77,687			102,385			107,525			129,511			127,528			2,125.5
Investment and other income		16,074			20,559			23,583			34,931			42,165			702.8

4

Finance and other costs	4,409		(5,015	)	(46,323	)	(54,716	)	(72,821	)	(1,213.7	)
Share in consolidated profit of associate	—		—		4,404		—		—		—
Profit before tax	98,171		117,929		89,189		109,726		96,872		1,614.6
Income tax expense	(16,962	)	(24,406	)	(7,710	)	7,502		(34,646	)	(577.4	)
Profit for the year	81,209		93,523		81,479		117,228		62,226		1,037.2
Profit attributable to:
Equity holders of the parent	63,715		73,711		51,811		62,363		15,466		257.8
Non controlling interest	17,494		19,812		29,668		54,865		46,760		779.4
Earnings per share (refer to Note 29 to consolidated financial statements)
Basic	21.5		24.9		17.47		21.03		5.22		0.1
Diluted	21.5		22.9		17.47		21.03		5.22		0.1
Number of equity shares
Period End	2,965,004,872		2,965,004,872		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Weighted Average	2,965,004,872		2,965,004,872		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Diluted	2,965,004,872		3,046,447,432		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Dividend declared per share(1),(2)									3.25

Notes:

(1) On April 29, 2013 the board of directors of SIIL declared an interim dividend of Rs. 1.20 per equity share for the fiscal year 2013. The dividend of Rs. 4,033 million was paid on May 14, 2013. On October 31, 2013 the Board of SSL declared an interim dividend of Rs. 1.50 ($0.03) per equity share for the fiscal year 2014. The dividend of Rs. 4,447 million ($74.12 million) was paid on November 13, 2013. On April 29, 2014, the Board recommended a final dividend of Rs. 1.75 ($0.03) per equity share for the fiscal year 2014, which was approved by our shareholders at the annual general meeting held on July 11, 2014. The dividend amounting to Rs. 5,188 million ($86.5 million) has been paid on July 15, 2014.

(2) SIIL declared and paid dividend of Rs. 3.75, Rs. 1.10, Rs. 2.00 and Rs. 2.30 per equity share for the years ended March 31, 2010, 2011, 2012 and 2013.

(3) The consolidated statement of profit or loss for the period ended March 31, 2010, 2011, 2012 and 2013 have been recast to give effect of common control transactions. See Notes 1 and 3.D. “Business Combinations” to the consolidated financial statements.

(4) On June 11, 2010, our shareholders approved the sub-division of our equity shares from Rs. 2 each to Rs. 1 each. Our shareholders also approved a bonus issue in the ratio of one equity share of Rs. 1 each for one equity share of Rs. 1.

	As of March 31,
	2010		2011		2012		2013		2014		2014
	(recast)		(recast)		(recast)		(recast)
	(Rs. in millions)		(Rs. in millions)		(Rs. in millions)		(Rs. in millions)		(Rs. in millions)		(US dollars in millions)
Consolidated Financial Position Data:
Cash and cash equivalents		5,572		24,394		65,270		15,199		12,960		216.0
Restricted cash and cash equivalents		105		39		154		706		2,463		41.1
Total assets		948,561		1,177,761		2,209,684		2,414,382		2,581,939		43,032.5
Net assets		594,442		696,483		1,058,786		1,183,269		1,262,343		21,039.1
Long-term borrowings		128,413		115,563		546,704		523,038		547,375		9,122.9
Short-term borrowings		36,745		122,947		129,928		178,413		161,728		2,695.5
Equity attributable to equity holders of the parent		507,178		586,780		620,809		680,609		699,570		11,659.5

5

	For the Year Ended March 31,
	2010			2011			2012			2013			2014			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(US dollars in millions)
Cash Flow Data:
Net cash provided by (used in):
Operating activities		78,690			116,379			154,064			97,110			56,199			936.9
Investing activities		(214,310	)		(157,215	)		(484,939	)		(153,176	)		(52,631	)		(877.2	)
Financing activities		134,076			59,771			370,706			1,855			(6,280	)		(104.9	)
Segment Data:
Revenue to external customers:
Zinc India		79,434			98,444			111,319			123,241			131,980			2,199.7
Zinc International		—			9,961			41,272			43,475			40,156			669.3
Oil & Gas*		—			—			44,944			175,518			187,103			3,118.4
Iron Ore		66,131			99,851			88,248			26,054			16,516			275.3
Copper		130,608			156,610			201,647			217,262			205,577			3,426.3
Aluminum		40,385			71,590			82,195			99,073			107,790			1,796.5
Power		11,081			11,154			26,088			34,169			35,076			584.6
Others		—			—			2,403			3,511			1,045			17.3
Total		327,639			447,610			598,116			722,303			725,243			12,087.4
Operating profit/(loss):
Zinc India		44,070			50,914			54,060			58,341			61,696			1,028.3
Zinc International		—			1,592			6,008			5,078			2,484			41.4
Oil & Gas*		—			—			16,887			50,370			53,942			899.0
Iron Ore		21,483			34,533			23,115			(77	)		(5,476	)		(91.2	)
Copper		3,141			9,198			7,765			8,517			8,876			147.9
Aluminum		3,927			3,628			(2,585	)		960			4,979			83.0
Power		5,075			3,310			2,335			6,393			1,494			24.9
Others		(9	)		(790	)		(60	)		(71	)		(467	)		(7.8	)
Total		77,687			102,385			107,525			129,511			127,528			2,125.5
Segment profit/(loss):(2)
Zinc India		47,124			55,343			59,296			64,227			68,642			1,144.0
Zinc International		—			4,247			17,367			15,712			12,829			213.8
Oil & Gas*		—			—			33,825			128,502			139,453			2,324.2
Iron Ore		31,789			48,154			34,229			4,530			(2,700	)		(45.0	)
Copper		5,124			11,247			9,938			10,868			11,429			190.5
Aluminum		9,246			13,426			7,742			11,285			16,131			268.9
Power		5,985			4,527			6,299			11,551			7,429			123.8
Others		(8	)		(789	)		(60	)		(61	)		(257	)		(4.2	)
Total		99,260			136,155			168,636			246,614			252,956			4,216.0

* 2012 represents period from December 8, 2011 to March 31, 2012.

Notes:

(1) The consolidated statement of profit or loss and consolidated statement of cash flows for the period ended March 31, 2010, 2011, 2012 and 2013, as well as the consolidated statement of financial position as on March 31, 2010, 2011, 2012 and 2013 have been recast to give effect of common control transactions. See Notes 1 and 3.D. “Business Combinations” to the consolidated financial statements.

6

(2) Segment profit is presented as required by IFRS 8 and is calculated by adjusting operating profit to exclude depreciation and amortization. Our segment profit may not be comparable to similarly titled measures reported by other companies due to potential inconsistencies in the method of calculation. We have included our segment profit because we believe it is an indicative measure of our operating performance and is used by investors and analysts to evaluate companies in our industry. Our segment profit should be considered in addition to, and not as a substitute for, other measures of financial performance and liquidity reported in accordance with IFRS as issued by the IASB. We believe that the inclusion of supplementary adjustments applied in our presentation of segment profit are appropriate because we believe it is an indicative measure of our baseline performance as it excludes certain charges that our management considers to be outside of our core operating results. In addition, our segment profit is among the primary indicators that our management uses as a basis for planning and forecasting future periods. The following table reconciles operating profit to segment profit for the periods indicated:

	For the Year Ended March 31,
	2010			2011			2012			2013			2014			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(US dollars in millions)
Zinc India:
Operating profit		44,070			50,914			54,060			58,341			61,696			1,028.3
Plus: Depreciation and amortization		3,054			4,429			5,236			5,886			6,946			115.8
Segment profit		47,124			55,343			59,296			64,227			68,642			1,144.0
Zinc International
Operating profit		—			1,592			6,008			5,078			2,484			41.4
Plus: Depreciation and amortization(1)		—			2,655			11,359			10,634			10,345			172.4
Segment profit		—			4,247			17,367			15,712			12,829			213.8
Oil & Gas
Operating profit		—			—			16,887			50,370			53,942			899.0
Plus: Depreciation, depletion and amortization		—			—			16,938			78,132			85,511			1,425.2
Segment profit		—			—			33,825			128,502			139,453			2,324.2
Iron Ore
Operating profit/(loss)		21,483			34,533			23,115			(77	)		(5,476	)		(91.2	)
Plus: Depreciation and amortization		10,306			13,621			11,114			4,607			2,776			46.2
Segment profit/(loss)		31,789			48,154			34,229			4,530			(2,700	)		(45.0	)
Copper:
Operating profit		3,141			9,198			7,765			8,517			8,876			147.9
Plus: Depreciation and amortization		1,983			2,049			2,173			2,351			2,553			42.6
Segment profit		5,124			11,247			9,938			10,868			11,429			190.5
Aluminum:
Operating profit/(loss)		3,927			3,628			(2,585	)		960			4,979			83.0
Plus: Depreciation and amortization(2)		5,319			9,797			10,327			10,325			11,152			185.9
Segment profit		9,246			13,426			7,742			11,285			16,131			268.9
Power:
Operating profit		5,075			3,310			2,335			6,393			1,494			24.9
Plus: Depreciation and amortization		910			1,217			3,964			5,158			5,935			98.9
Segment profit		5,985			4,527			6,299			11,551			7,429			123.8
Others:
Operating profit/(loss)		(9	)		(790	)		(60	)		(71	)		(467	)		(7.8	)
Plus: Depreciation and amortization		1			1			—			10			210			3.6
Segment profit/(loss)		(8	)		(789	)		(60	)		(61	)		(257	)		(4.2	)

(1) Includes an impairment charge of Rs. 2,873 million ($ 47.9 million) for fiscal year 2014.

(2) Includes an impairment charge of Rs. 668 million ($ 11.1 million) for fiscal year 2014.

(3) The consolidated statement of profit or loss for the period ended March 31, 2010, 2011, 2012 and 2013 have been recast to give effect of common control transactions. See Notes 1 and 3.D. “Business Combinations” to the consolidated financial statements.

7

	For the Year Ended March 31,
	Unit of Measurement	2012		2013		2014
	(in US dollars per ton, except as indicated)
Treatment and Refining Charges (TcRc) (1)	¢/lb		14.5		12.8		16.6
Cost of production before by-product revenue(2)
Zinc India (3)	$		1,156		1,111		1,069
Zinc International (4)	$		1,233		1,165		1,300
Oil and Gas(5)	$/boe		17.4		22.2		20.9
Iron ore(6)	$		33.7		41.3		40.9
Copper smelting and refining(7)	¢/lb		19.4		20.1		18.8
Aluminium(8)	$		2,101		1,887		1,664
Power – Jharsuguda 2400 MW plant	Rs./unit		2.6		2.1		2.1
Cost of production net of by-product revenue(2)
Zinc India (3)	$		1,010		981		985
Zinc International(4)	$		1,139		1,089		1,167
Oil and Gas(5)	$/boe		17.4		22.2		20.9
Iron ore(6)	$		33.7		41.3		40.9
Copper smelting and refining(7)	¢/lb		0.0		8.7		9.7
Aluminium(8)	$		2,091		1,879		1,658
Power – Jharsuguda 2400 MW plant	Rs./unit		2.6		2.1		2.1

(1) Represents our average realized TcRc for the period.

(2) Cost of production per unit is not a recognized measure under IFRS as issued by the IASB. We have included cost of production as it is a key performance indicator used by the management to assess the performance of our operations. We also believe it is a measure used by investors and analysts to evaluate companies in our industry. Our results of operations are, to a significant degree, dependent upon our ability to efficiently run our operations and maintain low costs of production. Efficiencies relating to recovery of metal from the ore, process improvements, by-product management and increasing productivity help drive our costs down. Our computation of cost of production should be considered in addition to, and not as a substitute for other measures of financial performance and liquidity reported in accordance with IFRS as issued by the IASB. Cost of production is a measure intended for monitoring the operating performance of our operations. This measure is presented by other metal companies, though our measure may not be comparable to similarly titled measures reported by other companies.

We present below costs of production for our metal products on the following basis:

1) Cost of production before by-product revenue, which represents the direct cash costs relating to production and conversion costs of metal (such as energy costs, ore extraction costs and processing costs at our captive mines, labor costs and other manufacturing expenses); excluding depreciation and finance costs, and

2) Cost of production net of by-product revenues which represents cost of production before by-product revenue offset by any amounts we receive upon sale of by-products from such operations. Offsetting by-product revenues is useful to the management and investors to compare our cost competitiveness with our peers in the industry as it is a common metric used by our peers in the industry.

We explain the cost of production for each metal as set forth below:

• In the case of Zinc India operations, where we have integrated operations from production of zinc ore to zinc metal, cost of production before by-product revenue is the cost of extracting ore and conversion of the ore into zinc metal ingots. Royalty is paid on mining and this cost is included in determining the cost of production. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue earned from the by-product sulphuric acid, which is deducted from the cost of production consistent with the industry practice. The total cash cost before by-product revenue and net of by-product revenue is divided by the total number of tons of zinc metal produced to calculate the cost of production before by-product revenue and net of by-product revenue per ton of zinc metal. Our Zinc India segment primarily consists of zinc ingot production and lead is only a co-product of zinc while silver is a by-product arising from lead smelting process. Accordingly, the cost of production presented for Zinc India operations is only for zinc ingot production and the cost of production of lead and silver are not presented.

• Our Zinc International operations consist of the Skorpion mine and refinery in Namibia, Black Mountain Mine in South Africa and Lisheen mine in Ireland. Skorpion produces special high grade zinc ingots. As a result, the cost of

8

production before by-product revenue with respect to the Skorpion mine consists of the total direct cost of mining zinc ore and producing zinc in the refinery through a leaching, refining and electrowinning process. Skorpion mine does not produce any material by-products. Cost of production before by-product revenue of zinc at Black Mountain mine consists of direct mining costs, concentrate costs, treatment and refining charges and direct services cost. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue from copper consistent with the industry practice. At Black Mountain mine lead is only a co-product of zinc while silver is a by-product of lead. Accordingly, the cost of production presented for Black Mountain mine is only for zinc production and the cost of production of lead and silver are not presented. Lisheen mine produces zinc and lead concentrate. Therefore, the cost of production before by-product revenue with respect to the Lisheen mine consists of direct mining costs, mill processing costs, other overhead costs, treatment charges and other direct cash costs. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue from lead and silver consistent with the industry practice. Royalties paid are also included in the cost of production. The total cash cost before by-product revenue and net of by-product revenue is divided by the total number of tons of zinc metal produced or zinc metal in concentrate produced to calculate the cost of production before by-product revenue and net of by-product revenue per ton of zinc metal produced or zinc metal in concentrate produced.

• The cost of production in our oil and gas business consists of expenditure incurred towards the production of crude oil and natural gas including statutory levies, such as cess, royalties (except Rajasthan block) and production payments payable pursuant to the production sharing contracts as well as operational expenditures such as costs relating to manpower, repairs and maintenance of facilities, power generation and fuel for such facilities, water injection, insurance, and storage, transportation and freight of crude oil and natural gas, among others. The total production cost is divided by the net interest quantity of oil and gas produced to determine the cost of production per barrel of oil equivalent.

• In the case of iron ore, cost of production relates to the iron ore mining and processing cost. Royalty is paid on mining and this cost is included in determining the cost of production. The total cash cost is divided by the total number of tons of iron ore produced to calculate the cost of production per ton of iron ore. Our iron ore segment also includes met coke and pig iron. However, the cost of production presented for iron ore operations does not include met coke and pig iron.

• In the case of copper, cost of production before by-product and free copper revenue relates only to our custom smelting and refining operations (and not for our mining operations), and consists of the cost of converting copper concentrate into copper cathodes, including the cost of freight of copper anodes from Tuticorin to Silvassa. Cost of production net of by-product and free copper revenue represents cost of production before by-product and free copper revenue, net of revenue earned from the sale of by-product, sulphuric acid, and copper metal recovered in excess of paid copper metal are deducted from the cash costs, in line with the cost reporting practice of custom smelters globally. The total cash costs before by-product and free copper revenue and net of by-product and free copper revenue are divided by the total number of pounds of copper metal produced to calculate the cost of production before by-product and free copper revenue and net of by-product and free copper revenue per pound of copper metal produced.

• Cost of production of aluminium includes the average cost of production in the BALCO and Odisha aluminium businesses. The cost of production before by-product revenue includes cost of purchased alumina, the cost of producing bauxite and conversion of bauxite/alumina into aluminium metal. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue earned from the sale of by-products, such as vanadium, which is consistent with the industry practice. The total cash cost before by-product revenue and net of by-product revenue is divided by the total quantity of hot metal produced to determine the cost of production before by-product revenue and net of by-product revenue per ton of aluminium hot metal produced. Hot metal production output is used instead of the cast metal production output disclosed elsewhere in this Annual Report in calculating this measure. This is because, the hot metal production, which excludes the value added cost of casting, is the measure generally used in the aluminium metal industry for calculating measures of cost of production.

Cost of production before by-product revenue and net of by-product revenue is divided by the daily average exchange rate for the year to calculate US dollar cost of production per lb or per ton of metal or per barrel of oil equivalent as reported.

• Cost of production of power for Jharsuguda 2400 MW power plant (and not for the 274 MW HZL power plant, the 270 MW BALCO power plant and 106.5 MW MALCO’s power plant) includes the cost of coal and other liquid fuels used for generating power and other overhead costs such as operating, maintenance and manpower costs. The total cost is divided by the total net units generated to calculate the cost of production per unit of energy produced.

9

	For the Year Ended March 31,
	2010			2011			2012			2013			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)
Zinc—India(2):
Segment revenue	Rs.	79,434		Rs.	98,444		Rs.	111,319		Rs.	123,241		Rs.	132,811
Less:
Segment profit		(47,124	)		(55,343	)		(59,296	)		(64,227	)		(68,642	)
		32,310			43,101			52,023			59,014			64,169
Less:
Cost of tolling including raw material cost		—			(1,651	)		(3,121	)		(6,805	)		—
Cost of intermediary product sold		(3,060	)		(1,699	)		(149	)		(1,806	)		(3,461	)
Cost of lead metal sold		(2,652	)		(3,028	)		(5,260	)		(6,962	)		(8,115	)
Others (c)		(1,406	)		(815	)		(1,451	)		(2,506	)		(4,146	)
Total before adjusting for by-product revenues	Rs.	25,192		Rs.	35,908		Rs.	42,042		Rs.	40,934		Rs.	48,447
By-product revenue		(1,871	)		(3,762	)		(5,315	)		(4,766	)		(3,821	)
Total after adjusting for by-product revenues	Rs.	23,321		Rs.	32,146		Rs.	36,727		Rs.	36,168		Rs.	44,626
Production output (in tons)		578,411			712,471			758,716			676,923			749,167
Cost of production before by-product revenue (per ton) (a)	$	918		$	1,106		$	1,156		$	1,111		$	1,069
Cost of production net of by- Product revenue (per ton) (a)	$	850			990			1,010			981			985
Zinc—International(2):
Segment revenue	Rs.	—		Rs.	9,961		Rs.	42,771		Rs.	43,475		Rs.	40,156
Less:
Segment profit		—			(4,247	)		(17,367	)		(15,712	)		(12,829	)
		—			5,714			25,404			27,763			27,327
Less:		—
Cost of intermediary product sold		—			(82	)		—			—			—
Treatment and Refining Charges (TcRc)								4,340			3,344			4,191
Cost of lead metal sold		—			(453	)		(6,240	)		(5,336	)		(4,631	)
Others (c)		—			(345	)		(2,228	)		(3,351	)		(2,900	)
Total before adjusting for by-product revenues	Rs.	—		Rs.	4,834		Rs.	21,276		Rs.	22,421		Rs.	23,987
By-product revenue		—			(706	)		(1,621	)		(1,459	)		(2,464	)
Total after adjusting for by-product revenues	Rs.	—		Rs.	4,128		Rs.	19,655		Rs.	20,962		Rs.	21,522
Production output (in tons)—Zinc International		—			80,066			359,730			353,404			304,945
Cost of production before by-product revenue (per ton) (a)	$	—		$	1,324		$	1,233		$	1,165		$	1,300

10

	For the Year Ended March 31,
	2010			2011			2012			2013			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)
Cost of production net of by-product revenue (per ton) (a)	$	—		$	1,131		$	1,139		$	1,089		$	1,167
Oil & Gas
Segment revenue		—			—			44,944			175,518			187,103
Less:
Segment profit		—			—			(33,825	)		(128,502	)		(139,453	)
		—			—			11,119			47,016			47,650
Less:		—			—
Unsuccessful Exploration Cost		—			—			(709	)		(2,821	)		(653	)
Other income		—			—			180			1,025			379
Pre award cost		—			—			(67	)		(194	)		(242	)
Others (c)								(2,954	)		(5,217	)		(5,575	)
Total before adjusting for by-product revenues	Rs.	—		Rs.	—		Rs.	7,569		Rs.	39,810		Rs.	41,560
By-product revenue		—			—			—			—			—
Total after adjusting for by-product revenues	Rs.	—		Rs.	—		Rs.	7,569		Rs.	39,810		Rs.	41,560
Net Production (in mmboe) (b)		—			—			8.57			33.00			32.89
Cost of production before by-product revenue (per boe)(a)	$	—		$	—		$	17.4		$	22.2		$	20.9
Cost of production net of by-product revenue (per boe)(a)		—			—			17.4			22.2			20.9
Iron Ore
Segment revenue		66,131			99,851			88,339			26,119			16,558
Less:
Segment profit		(31,789	)		(48,154	)		(34,229	)		(4,530	)		2,700
		34,342			51,697			54,110			21,589			19,258
Less:
Cost of Intermediary product sold		(4,328	)		(8,899	)		(8,018	)		(9,309	)		(16,340	)
Export Duty		(1,476	)		(6,620	)		(16,233	)		(4,430	)		—
Others (c)		(6,105	)		(7,549	)		(7,665	)		500			810
Total before adjusting for by-product revenues		22,433			28,629			22,194			8,351			3,728
By-product revenue		—			—			—			—			—
Total after adjusting for by-product revenues		22,433			28,629			22,194			8,351			3,728
Production output (in million dmt)(b)		19.22			18.84			13.75			3.71			1.51
Cost of production before by-product revenue (per dmt) (a)	$	24.6		$	33.3		$	33.7		$	41.3		$	40.9
Cost of production net of by-product revenue (per dmt) (a)		24.6			33.3			33.7			41.3			40.9

11

	For the Year Ended March 31,
	2010			2011			2012			2013			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)
Copper(2):
Segment revenue	Rs.	130,608		Rs.	156,610		Rs.	201,647		Rs.	217,374		Rs.	205,879
Less:
Segment profit		(5,124	)		(11,247	)		(9,938	)		(10,868	)		(11,429	)
		125,484			145,363			191,709			206,506			194,450
Less:
Purchased concentrate/rock		(114,923	)		(135,651	)		(181,766	)		(193,200	)		(182,399	)
Cost for downstream products		(1,543	)		(1,638	)		(1,481	)		(2,163	)		(3,354	)
Others (c):		(3,382	)		(2,153	)		(1,779	)		(2,630	)		(1,295	)
Total before adjusting for by-product and free copper revenues	Rs.	5,636		Rs.	5,921		Rs.	6,683		Rs.	8,513		Rs.	7,402
By-product revenues		(853	)		(2,717	)		(3,976	)		(2,165	)		(1,208	)
Free Copper net sale		(1,128	)		(1,969	)		(2,708	)		(2,647	)		(2,385	)
Total after adjusting for by-product and free copper revenues	Rs.	3,655		Rs.	1,235		Rs.	(1	)	Rs.	3,701		Rs.	3,809
Production output (in tons)		334,202			303,991			325,877			353,154			294,434
Cost of production before by-product and free copper revenue (a)		16.1		¢/lb	19.4		¢/lb	19.4		¢/lb	20.1		¢/lb	18.8
Cost of production net of by-product and free copper revenue (a)		10.5			4.0			0.0			8.7			9.7
Aluminium(2):
Segment revenue	Rs.	40,385			71,590			82,302			99,633			107,989
Less:
Segment profit		(9,246	)		(13,426	)		(7,742	)		(11,285	)		(16,131	)
		31,139			58,164			74,560			88,348			91,858
Less: Cost of intermediary product sold		(304	)		—			—			—			—
Cost for downstream products		(2,244	)		(3,629	)		(4,122	)		(5,140	)		(4,230	)
Others (c):		12,475			839			(1,887	)		(3,613	)		(7,540	)
Total before adjusting for by-product revenues	Rs.	41,066		Rs.	55,374		Rs.	68,551		Rs.	79,594		Rs.	80,087
By-product revenue		(126	)		(229	)		(290	)		(299	)		(281	)
Total after adjusting for by-product revenues	Rs.	40,940		Rs.	55,145		Rs.	68,261		Rs.	79,296		Rs.	79,807
Production output (hot metal) (in tons)		542,802			644,193			680,461			774,851			795,728
Cost of production before by-product revenue (per ton) (a)	$	1,595		$	1,886		$	2,101		$	1,887		$	1,664

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	For the Year Ended March 31,
	2010			2011			2012			2013			2014
	(recast)			(recast)			(recast)			(recast)
	(Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)			Rs.in millions, except Production output and Cost of production)
Cost of production net of by-product (per ton) (a)	$	1,591		$	1,878		$	2,091		$	1,879		$	1,658
Power
Segment revenue		11,081			11,154			28,473			36,365			37,638
Less:
Segment profit		(5,985	)		(4,527	)		(6,299	)		(11,551	)		(7,429	)
		5,096			6,627			22,174			24,814			30,209
Less:
Cost of power at BALCO, HZL and MALCO Energy		(5,096	)		(6,627	)		(8,188	)		(8,286	)		(9,456	)
Others (c):		—			—			(1,828	)		(2,555	)		(4,710	)
Total	Rs.	—		Rs.	—		Rs.	12,157		Rs.	13,973		Rs.	16,043
Production output (in MU)(b)		—			—			4,637			6,718			7,625
Cost of production before by-product revenue (per unit)	Rs.	—		Rs.	—		Rs.	2.6		Rs.	2.1		Rs.	2.1
Cost of production net of by-product revenue (per unit)	Rs.	—		Rs.	—		Rs.	2.6		Rs.	2.1		Rs.	2.1

* 2012 represents period from December 8, 2011 to March 31, 2012.

Notes:

(a) Exchange rates used in calculating cost of production were based on the daily Reserve Bank of India (“the RBI”), reference rates for the years ended March 31, 2010, 2011, 2012, 2013 and 2014 of Rs. 47.42 per $ 1.00, Rs. 45.58 per $ 1.00, Rs. 47.95 per $ 1.00, Rs. 54.45 per $ 1.00 and Rs. 60.50 per $ 1.00 respectively.

(b) Production does not include units generated from the 274 MW HZL wind power plant, 270 MW BALCO power plant, and 106.5 MW MALCO Energy’s power plant.

(c) “Others” include head office expenses, administration expenses, selling and distribution expenses, exploration costs that have been expensed, changes in inventory, foreign exchange fluctuations, expenses incurred for large corporate social responsibility initiatives undertaken, such as building hospitals and other operating income. These costs are indirect costs and not related to the direct cash cost of production and hence have been excluded from calculating cost of production.

(d) The consolidated statement of profit or loss for the period ended March 31, 2010, 2011, 2012 and 2013 have been recast to give effect of common control transactions. See Notes 1 and 3.D. “Business Combinations” to the consolidated financial statements”.

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this Annual Report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer and the trading price of our equity shares and ADSs could decline.

Risks Relating to Our Business

Our operations are subject to governmental, health and safety and environmental regulations, which require us to obtain and comply with the terms of various approvals, licenses and permits. Any failure to obtain, renew or comply with the terms of such approvals, licenses and permits in a timely manner may have a material adverse effect on our business, results of operations and financial condition

Numerous governmental permits, approvals and leases are required for our operations as the industries in which we operate and seek to operate are subject to numerous laws and extensive regulation by national, state and local authorities in jurisdictions

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including India, Sri Lanka, Australia, Namibia, South Africa, Ireland, Liberia and any other jurisdictions where we may operate in future. Our operations are also subject to laws and regulations relating to employment, the protection of health and safety of employees as well as the environment, including conservation and climate change. For instance, we are required to obtain various environmental and labor-related approvals in connection with our operations in India, including clearances from the Ministry of Environment and Forests (“MoEF”), Government of India (“GoI”) and from the relevant pollution control boards in various states in India in which we operate in order to establish and operate our facilities. Certain of such approvals are valid for certain specified periods of time and require periodic renewals, such as consents to operate and under the Air (Prevention and Control of Pollution) Act, 1981, as amended, and the Water (Prevention and Control of Pollution) Act, 1981 from the relevant Pollution Control Boards, which are generally granted for a period of one year.

Further, our oil and gas, exploration and mining activities depend on the grant or renewal of various exploration and mining licenses and production sharing contracts and other regulatory approvals that are valid for a specific period of time. In addition, such licenses and contracts contain various obligations and restrictions, including restrictions on assignment or any other form of transfer of a mining lease or on the employment of a person who is not an Indian national. For instance, in connection with our mining operations in India, mining leases are typically granted for a period of 20 to 30 years and stipulate conditions including approved limits on extraction. Similarly, in connection with our oil and gas operations in India, Cairn India is required to enter into a production sharing contract and obtain an exploration license, which typically extends to 7 or 8 years following the award of a block before it can commence exploration activities and if exploration is successful, Cairn India is then required to procure a petroleum mining lease from the relevant government authority which typically extends for 20 years in order to conduct extraction operations for oil and gas.

Our current oil and gas reserves and production are significantly dependent on the Rajasthan Block in India. The current production sharing contract for the block is valid until May 2020. If the production sharing contract does not get extended or gets extended on unfavorable terms, for example, if the GoI seeks a higher profit share, or the Oil and Natural Gas Corporation Limited (“ONGC”) seeks higher shareholding in the Rajasthan fields, this could result in a substantial loss of value and could have a material and adverse effect on our results of operations and financial condition. Furthermore, under the terms of the production sharing contracts, we are obliged to sell our entitlement to crude oil in the domestic Indian market until such time as the total availability of the crude oil and condensate from all domestic petroleum production activities meets the total national demand and India achieves self-sufficiency. There is currently a mismatch between the demand and the supply for crude oil in India, with the demand outweighing the domestic production of crude oil, and this mismatch is expected to continue in the long term. However, to the extent our Indian blocks yield crude oil that is not suitable for processing by refineries in India, it may be difficult for us to monetize such domestic crude oil reserves and this could have a material adverse effect on our oil and gas business, financial condition or results of operations.

Government approval is also required, generally, for the continuation of mining as well as oil and gas exploration and production activities in India and other jurisdictions, and such approval can be revoked for a variety of circumstances by the GoI, Indian courts or other authorities. Any general suspension of mining activities by the government of a jurisdiction containing our mining operations could have the effect of closing or limiting production from our operations. For example, our total iron ore production declined from 13.8 mmt in fiscal year 2012 to 1.5 mmt in fiscal year 2014. This was due to the suspension imposed by the state government of Goa and this suspension was upheld by the Supreme Court of India on the mining activities in the state of Goa for the period September 2012 to April 2014 and a suspension imposed by the state government of Karnataka until April 2013. Although we resumed operations in Karnataka after receiving the stage I forest clearance from the state government of Karnataka and a temporary working permission from the MoEF, the temporary working permission expired on July 31, 2014. We currently await the stage II forest clearance from the state government of Karnataka and the final clearance from the MoEF to resume our operations. Also, a number of initiatives undertaken to expand our mining and logistical capacity at our mines at Goa and Karnataka have been scaled back and are currently on hold as the suspension on mining activities relating to iron ore was only recently lifted in Karnataka and Goa. Further, the Supreme Court of India on April 2014 announced that all the iron ore mining leases in the state of Goa expired in 2007 and it is for the state government to decide how the mining leases are to be granted in future.

Furthermore, regulation of greenhouse gas emissions in the jurisdictions of our major customers and in relation to international shipping could also have an adverse effect on the demand for our products. Our smelting and mineral processing operations are energy intensive and depend heavily on fossil fuels. Increasing regulation of climate change issues such as greenhouse gas emissions, including the progressive introduction of carbon emissions trading mechanisms and tighter emission reduction targets, may raise energy costs and costs of production over the coming years.

Any failure to comply with applicable laws, regulations or recognized international standards, or to obtain or renew the necessary permits, approvals and leases may result in the loss of the right to operate our facilities or continue our operations, the imposition of significant administrative liabilities, or costly compliance procedures, or other enforcement measures that could have the effect of closing or limiting production from our operations. If we were to fail to meet environmental requirements or to have a major accident or disaster, we may also be subject to administrative, civil and criminal proceedings by governmental authorities, as well as civil proceedings by environmental groups and other individuals, which could result in substantial fines, penalties and damages against us, as well as subject to orders that could limit or halt or even cause closure of our operations, any of which could have a material adverse effect on our business, results of operations and financial condition.

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For example, in March 2013, the Tamil Nadu Pollution Control Board (“TNPCB”) ordered the closure of the copper smelter at Tuticorin due to complaints regarding a noxious gas leak by local residents. We filed a petition in the National Green Tribunal challenging the order of the TNPCB. The National Green Tribunal passed an interim order in May 2013 allowing the copper smelter to recommence operations subject to certain conditions. We recommenced operations on June 16, 2013. In addition, the expansion of the alumina refinery at Lanjigarh has been on hold since October 2010 because the environmental approval has been withheld by the MoEF. See “Item 8. Financial Information— A. Consolidated Statements and Other Financial Information— Legal Proceedings.” for further details.

Any prolonged closure of our operations could have a material adverse effect on our businesses, results of operations, financial condition or prospects or may result in the recognition of an impairment of our assets.

We are exposed to the political, legal, regulatory and social risks of the countries in which we operate

We are exposed to the political, economic, legal, regulatory and social risks of the countries in which we operate or intend to operate. These risks potentially include expropriation and nationalization of property, instability in political, economic or financial systems, uncertainty arising from underdeveloped legal and regulatory systems, corruption, civil strife or labor unrest, acts of war, armed conflict, terrorism, outbreaks of infectious diseases, prohibitions, limitations or price controls on hydrocarbon exports and limitations or the imposition of tariffs or duties on imports of certain goods. Countries in which we have operations or intend to have operations have transportation, telecommunications and financial services infrastructures that may present logistical challenges not associated with doing business in more developed locales. Furthermore, we may have difficulty in ascertaining our legal obligations and enforcing any rights that we may have.

For example, under the terms of the shareholders’ agreement between the GoI and us, we were granted two call options to acquire all the shares in HZL held by the GoI at the time of exercise. We exercised the first call option on August 29, 2003. The GOI has disputed and refused to act upon the second call option. Also, GoI has disputed our exercise of the call option to purchase the remaining ownership interest of the GoI in BALCO. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO.”

Political, legal and commercial instability or community disputes in the countries and territories in which we operate could affect our operations. Some of our current and potential operations are located in or near communities that may regard such operations as having a detrimental effect on their environmental, economic or social circumstances.

Any such disputes or issues could have a material adverse impact on our cost, profitability, and ability to finance our operations. Such events could lead to disputes with national or local governments or with local communities and give rise to negative publicity. If our operations are delayed or shut down as a result of political and community instability, our revenue growth may be constrained and the long-term value of our business could be adversely impacted. Once we establish operations in a particular country, it may be expensive and logistically difficult to discontinue such operations should economic, political, physical or other conditions deteriorate subsequently. All of these factors could have a material adverse effect on our business, results of operations, financial condition or prospects.

Material changes in the regulations that govern our businesses, or the interpretation of recent legislation, could have a material adverse effect on our business, financial condition and result of operations

Mining in India is subject to a complex and comprehensive set of laws and regulatory requirements. See “Business — Indian Regulatory Matters — Mining Laws”. These laws and regulatory requirements are subject to change. For example, the Indian Mines (Amendment) Bill, 2011 (“Mines Bill”) proposes several amendments to the Mines Act, 1952, including significant enhancement to the monetary penalties and terms of imprisonment for violations under the Mines Act, 1952. The Indian Ministry of Mines has also prepared the Mines and Minerals (Development and Regulations) Bill, 2011 (“Mining Bill”) which provided that the holder of a mining lease or prospecting license shall be liable to pay reasonable compensation to the stakeholders holding occupation, usufruct or traditional rights of the surface of the land over which the license and lease has been granted, as mutually agreed (failing which the relevant state government will determine compensation payable) and an annual amount to the district mineral fund for the benefit of affected person equal to 26.0% of profits in case of coal, and royalty paid during the year for other minerals. The bill was introduced in the lower house of Parliament in 2011, however it has since lapsed. If we are affected, directly or indirectly, by the application or interpretation of any such statute, enforcement proceedings initiated under it, it may have a material adverse effect on our business, financial condition and result of operations.

In addition, our oil and gas business is also subject to complex and comprehensive regulations in India, Sri Lanka and South Africa. For example, upon the expiry of oil and gas licenses in India, contractors are generally required under the terms of relevant licenses or local law to dismantle and remove equipment, cap or seal wells and generally make good production sites. There can be no assurance that we will not in the future incur decommissioning charges in excess of those currently provided for, since local or national governments may require decommissioning to be carried out in circumstances where there is no express

15

obligation to do so, particularly in case of future oil and gas license renewals. The costs, liabilities and requirements associated with complying with existing and future laws and regulations may also be substantial and time-consuming and may delay the commencement or continuation of oil and gas exploration or metal mining and production activities. This and any changes to the regulations could require changes to the manner in which we conduct our business and result in an increase in compliance costs, which could have a material adverse effect on our business, financial condition and results of operation.

We have significant asset concentration risks, and any interruption in the operations at those assets could have a material adverse effect on our results of operations and financial condition

Our results of operations have been and are expected to continue to be substantially dependent on the reserves, production and the cost of production at certain of our key assets, and any interruption in the operations or exploration and development activities at those assets for any reason could have a material adverse effect on our results of operations and financial condition. For example, the Rajasthan Block produced 94% of our average daily net operated production from our oil and gas business in fiscal year 2014 and oil and gas from the Rajasthan Block constituted 96.5% of our net aggregate proved oil and gas reserves on a barrel of oil equivalent basis as of March 31, 2014. Also we plan to invest about 87% of the capital expenditure to be incurred by fiscal year 2017 in the Rajasthan block which may further increase the asset concentration risk. Our oil and gas business provided 42.3% of our operating profit in the fiscal year 2014.

Further, our Rampura Agucha zinc mine produced 86.3% of the total mined zinc metal in concentrate that we produced in fiscal year 2014 and constituted 55.3% of our total proven and probable zinc ore reserves as of March 31, 2014 in India. Our Zinc India business provided 48.8% of our operating profit in fiscal year 2014. Furthermore, the Codli mine in Goa produced 40% of our total iron ore production in fiscal year 2013 and constituted 16.4% of our proved and probable iron ore reserves in India as of March, 31 2014. Suspension of mining activities in Goa has materially affected our operations, and any future interruption in the operations of these mines, could have a material adverse effect on our results of operations and financial condition. For example, production of saleable ore from our iron ore business at Goa declined from 3.7 million tons in fiscal year 2013 to nil in fiscal year 2014 due to suspension of mining activities in Goa since September 11, 2012 and an order of the Supreme Court of India since October 5, 2012. Although the suspension of mining activities has been revoked by the Supreme Court of India on April 21, 2014, we have not yet commenced operations, as the mining lease for the operation of our mines has not been renewed by the government. Any such suspension or further delay in recommencement of mining operations from these mines could have a material adverse effect on our results of business, financial condition, results of operations and prospects.

Our business requires substantial capital expenditures and the dedication of management and other resources to maintain ongoing operations and to grow our business through projects, expansions and acquisitions, which projects, expansions and acquisitions are subject to additional risks that could adversely affect our business, financial condition and results of operations

Capital requirements. We require capital for, among other purposes, expanding our operations, making acquisitions, managing acquired assets, acquiring new equipment, maintaining the condition of our existing equipment and maintaining compliance with environmental laws and regulations. To the extent that cash generated internally and cash available under our existing credit facilities are not sufficient to fund our capital requirements, we will require additional debt or equity financing, which may not be available on favorable terms, or at all. Future debt financing, if available, may result in increased finance charges, increased financial leverage, and decreased income available to fund further acquisitions and expansions and the imposition of restrictive covenants on our business and operations. In addition, future debt financing may limit our ability to withstand competitive pressures and render us more vulnerable to economic downturns. If we fail to generate or obtain sufficient additional capital in the future, we could be forced to reduce or delay capital expenditures, sell assets or restructure or refinance our indebtedness.

In light of this, our planned and any proposed future expansions and projects may be materially and adversely affected if we are unable to obtain funding for such capital expenditures on satisfactory terms, or at all, including as a result of any of our existing facilities becoming repayable before its due date. In addition, there can be no assurance that our planned or any proposed future expansions and projects will be completed on time or within budget, which may adversely affect our cash flow.

Demands on management. Our efforts to continue our growth will place significant demands on our management and other resources and we will be required to continue to improve operational, financial and other internal controls, both in India and elsewhere. Our ability to maintain and grow our existing business and integrate new businesses will depend on our ability to maintain the necessary management resources and on our ability to attract, train and retain personnel with skills that enable us to keep pace with growing demands and evolving industry standards.

We are, in particular, dependent to a large degree, on the continued service and performance of our senior management team and other key team members in our business units. These key personnel possess technical and business capabilities that are difficult to replace. The loss or diminution in the services of members of our senior management or other key team members, or our failure to maintain the necessary management and other resources could have a material adverse effect on our results of operations, financial condition and prospects. In addition, as our business develops and expands, we believe that our future success will depend on our ability to attract and retain highly skilled and qualified personnel, which is not guaranteed.

16

Acquisition risks. As part of our growth strategy, we intend to continue to pursue acquisitions to expand our business. There can be no assurance that we will be able to identify suitable acquisition, strategic investment or joint venture opportunities, obtain the financing necessary to complete and support such acquisitions or investments, integrate such businesses or investments satisfy regulatory requirements for such acquisitions or that any business acquired will be profitable. If we attempt to acquire non-Indian companies, we may not be able to satisfy certain Indian regulatory requirements for such acquisitions and may need to obtain the prior approval of the RBI which we may not be able to obtain. The funding of such acquisitions by us may require certain approvals from regulatory authorities in India. In addition, acquisitions and investments involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, failure to retain key personnel, risks associated with unanticipated events or liabilities and difficulties in the assimilation of the operations, technologies, systems, services and products of the acquired businesses or investments. Any failure to achieve successful integration of such acquisitions or investments could have a material adverse effect on our business, results of operations or financial condition.

If our planned expansions and new projects are delayed, or if we experience cost overruns in our projects, our results of operation and financial condition may be materially and adversely affected.

We have in recent years initiated significant expansion plans for our existing operations and planned greenfield projects, which involve significant capital expenditure. Although several of these initiatives have been completed, work remains to be completed in some of these projects. The timing, implementation and cost of such expansion are subject to a number of risks, including the failure to obtain necessary leases, licenses, permits, consents and approvals, or funding for the expansion. We do not currently have all of the leases, licenses, permits, consents and approvals that are or will be required for our planned expansion and new projects. There can be no assurance that we will be able to obtain or renew all necessary leases, licenses, permits, consents and approvals in a timely manner.

For example, a writ petition was filed at the High Court of Madras challenging the grant of an environmental clearance for the expansion of our copper smelting unit at Tuticorin. Further, the expansion of our alumina refinery at Lanjigarh has been on hold since October 2010 because of the environmental approval that is withheld by the MoEF. See “Item 8. Financial Information— A. Consolidated Statements and Other Financial Information— Legal Proceedings.” for further details.

Additionally, while a substantial majority of the work has been completed on construction and installation of the Salaya to Bhogat section of the main pipeline and the Bhogat terminal facilities, installation and commissioning of approximately 10 km of the Salaya to Bhogat section as well as completion of Bhogat terminal has been delayed. Factors including inclement weather conditions in Gujarat, difficulties with local landowners obstructing access to the pipeline routes, shortages and/or delays in obtaining all the required material shortage of skilled labor, non-compliance with our health, safety, environmental and quality policies and delay in obtaining necessary approvals have, and may adversely affect our construction schedule in future. The cost overrun on account of the delay has been approved by the joint operation partner and the relevant regulatory authorities, but not yet approved by the GoI. If GoI does not approve the increase in costs, this could increase the risk that some of the costs for constructing, installing and commissioning this section of the main pipeline are not allowed for cost recovery purposes. Moreover we are currently undertaking exploration programs in our Rajasthan and other oil blocks and any delays in this exploration program or shortfall in achieving the necessary output levels could materially and adversely affect our operations and financial condition.

In fiscal year 2013, we announced an expansion of our zinc-lead mines capacity to 1.2 MTPA in a phased manner until fiscal year 2019 in our Zinc India business. This will involve sinking of underground shafts and developing underground mines. Benefits from these growth projects are expected to begin in fiscal year 2016, even though project activities will continue until fiscal year 2019. Annual capital expenditure towards these projects is expected to be approximately $250 million. Any delays in the execution of the expansion plans or any shortfall in achievement of the expansion objectives may adversely affect our business, financial condition and results of operations.

Furthermore, the GoI is contemplating a proposal to demarcate certain forest areas in India, based on the permissibility of using such land for mining purposes. The identification of designated areas where mining activities will, or will not, be permitted will be based on mapping forest and coal reserves as well as field-level studies. While this proposal remains in discussion, the MoEF has denied the grant of environmental and forest diversion clearances applied for in certain areas identified as restricted areas. In the event the proposal is implemented, our current and any future mining activities and related expansion plans and new projects may be affected, which would adversely affect our business prospects and results of operations or otherwise hinder our borrowing capabilities.

Any delay in completing planned expansions, revocation of existing clearances, failure to obtain or renew regulatory approvals, non-compliance with applicable regulations or conditions stipulated in the approvals obtained, suspension of current projects, or cost overruns or operational difficulties once the projects are commissioned may have a material adverse effect on our business, results of operations or financial condition. Further, our decision to undertake or continue any of these projects will be

17

based on assumptions of future demand for our products which may not materialize. As a consequence of project delays, cost overruns, changes in demand for our products and other reasons, we may not achieve the reductions in the cost of production or other economic benefits expected from these projects, which could adversely affect our business, financial condition and results of operations.

If we are unable to secure additional reserves of oil and gas, zinc, copper, iron ore and bauxite that can be extracted at competitive costs or cannot extract existing reserves at competitive costs, our profitability and operating margins could decline

If our existing oil and gas, zinc, copper, iron ore and bauxite reserves cannot be extracted at competitive costs or if we cannot secure additional reserves that can be extracted at competitive costs, we may become more dependent upon third parties for the metal ore, or our production volumes will decline. As our reserves decline as we extract the mineral ore or crude oil, our future profitability and operating margins depend upon our ability to access reserves that have geological characteristics enabling extraction at competitive costs. Replacement reserves may not be available when required or, if available, may not be of a quality capable of being extracted at costs comparable to the existing or exhausted mines and fields.

We may not be able to accurately assess the geological characteristics of any reserves that we acquire, which may adversely affect our profitability and financial condition. Because the value of reserves is calculated based on that part of our mineral and oil and gas deposits that are economically and legally exploitable at the time of the reserve calculation, a decrease in commodity prices may result in a reduction in the value of any reserves that we obtain as less of the deposits contained therein would be economically exploitable at lower prices. Exhaustion of reserves at particular mines or oil fields may also have an adverse effect on our operating results that is disproportionate to the percentage of overall production represented by such mines or oil fields. Further, with depletion of reserves we will face higher unit extraction costs.

Our future production depends significantly upon our success in finding or acquiring and developing additional reserves adopting and using the appropriate technology. If we are unsuccessful, we may not meet our production targets which could adversely affect our results of operations and financial condition.

Our ability to obtain additional reserves in the future could be limited by restrictions under our existing or future debt agreements, competition from other metal and oil and gas companies, lack of suitable acquisition candidates, government regulatory and licensing restrictions, difficulties in obtaining mining leases and surface rights or the inability to acquire such properties on commercially reasonable terms, or at all. To increase production from our existing mines or oil fields, we must apply for governmental and joint operation partner approvals, which we may not be able to obtain in a timely manner, or at all.

The results of appraising discoveries are uncertain, more so in our oil and gas business, which may result in reductions in projected reserves and production declines and may involve unprofitable efforts, not only from dry wells, but also from wells that are productive but uneconomic to develop. Appraisal and development activities may be subject to delays in obtaining governmental approvals or consents, shut-ins of connected wells, insufficient storage or transportation capacity or exhaustion and depletion of reserves or other geological and mechanical conditions all of which may result in a material increase of our costs of operations or delay anticipated revenues.

Our operations are subject to risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, power generation, mining and oil exploration

We are subject to operating conditions and events beyond our control that could, among other things, increase our mining, transportation or production costs, disrupt or halt operations at our mines and production facilities permanently or for varying lengths of time or interrupt the delivery of our products to our customers. These conditions and events include:

• Disruptions in extraction and production due to equipment failures, unexpected maintenance problems and other interruptions. All of our operations are vulnerable to disruptions. Our aluminium smelters are particularly vulnerable to disruptions in the supply of power which, even if lasting only a few hours, can cause the contents of the furnaces or cells to solidify, which would necessitate a plant closure and a shut down in operations for a significant period, as well as involve expensive repairs. Our tuticorin smelter plant was shut down for nine days in February 2012 due to the unavailability of copper concentrate. This was caused primarily due to the declaration of force majeure by some copper mines with which we had contracted for the supply of copper concentrate. We incurred loss of production to the extent of 8,000 metric tons and other costs due to this interruption. The losses from these interruptions include lost production, repair costs and other expenses.

Further, our oil processing facility in the northern fields of the Rajasthan Block designed to separate oil, gas and water may not function as designed over the life of the fields. This may result in the crude oil not meeting export specifications of pipelines which may mean that any such crude oil either cannot be sold or will be sold at a significant discount to the agreed crude oil sales price, which could have an adverse effect on our business, financial condition or results of operations.

• Availability of raw materials. Any shortage of or increase in the prices of any of the raw materials needed to satisfy our businesses’ requirements may interrupt our operations or increase our cost of production. We are particularly dependent on coal, which is used in many of our captive power plants. Our aluminium business, which has high

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energy consumption due to the energy-intensive nature of aluminium smelting, is significantly dependent on receiving allocations from Coal India Limited and its subsidiaries. A shortage of coal from April 2005 led Coal India Limited to reduce the amount of coal supplied to all of its non-utility customers, such as the aluminium industry consumers, including BALCO. As a result, BALCO was forced to utilize higher-priced imported coal and coal from non-linkage sources, which resulted in higher power generation costs. In fiscal year 2014, 90.0% of the allocated coal was supplied from Coal India Limited.

We established our aluminium business in Odisha through an agreement with Orissa Mining Corporation Limited to establish an aluminium smelter and associated captive power plants in the Lanjigarh and Jharsuguda district in Odisha. A memorandum of understanding with the Government of Odisha (through Orissa Mining Corporation Limited) provides that the Government of Odisha would supply us 150 million tons of bauxite ore. However delay in obtaining captive bauxite supply as per the terms of memorandum of understanding has resulted in our Orissa aluminium business reporting losses since inception. Any further delays in securing assured bauxite supplies for our Orissa aluminium business could continue to adversely affect our results of operations and financial condition.

Further, we may not receive the coal block allocations that we expect or may not be allowed to use such allocations for our commercial power generation business. Any coal block allocations that we receive may not be sufficient for our planned operations and we may not be successful in procuring a sufficient supply of coal at economically attractive prices, or at all. Additionally, we are subject to certain restrictive covenants contained in the coal block allocation agreements including specified end use and submission of mining plans within a specified period.

Our oil processing facility in the northern fields require reliable fuel supply for power generation and heating, to ensure the quality of our crude oil production. Currently, the fuel supply for power generation and heating requirements are being met through associated natural gas from the Mangala field, supplemented as required by natural gas from the Raageshwari Deep gas field. While the current gas supply is adequate to ensure a sufficient fuel supply, there is no guarantee that the current estimates of the future fuel requirements can be supplied from the gas associated with existing and future oil production, supplemented by gas supply from the Raageshwari Deep gas field. In such an event, an alternative energy source would need to be obtained, which could have a material adverse effect on our business, financial condition or results of operations.

• Availability of water. The mining operations of our zinc and aluminium businesses, production from our oil fields, smelter operations of copper business and our captive power plants depend upon the supply of a significant amount of water. There is no assurance that the water required will continue to be available in sufficient quantities or that the cost of water will not increase. For example, BALCO is currently in a dispute with the National Thermal Power Corporation Limited regarding the right of way for a water pipeline that provides one of BALCO’s captive power plants access to a body of water adjacent to National Thermal Power Corporation Limited’s premises. An unfavorable decision in this dispute may significantly increase BALCO’s costs of obtaining water for our power plant.

We inject hot water to maintain reservoir pressure and to optimize crude oil recovery at the Mangala, Bhagyam and Aishwariya oil fields. The source water for these fields is, and will continue to be provided from water production wells drilled in the Thumbli saline aquifer in the Barmer Basin. Extraction of saline water also requires the approval of the relevant government authorities. There can be no assurance that the estimated impact of the expected water extraction from the flow of groundwater is accurate. A failure to extract the required amount of water during the life of the existing and currently planned developments or an inaccurate prediction of the impact on the flow of groundwater, or delay or cancellation of the approval from the government authorities to extract saline water, may require us to access alternative sources of water resulting in holding us responsible for any contamination of the fresh water supply by saline groundwater from the aquifer. Although the relevant government authority has given its consent for the extraction of saline groundwater from Thumbli, it is possible that we will be perceived to be directly or indirectly responsible for any shortage of fresh water or deterioration in water quality. In such an event, the local authorities may require us to access alternative water sources, which would have a material adverse effect on our business, financial condition or results of operations.

• Disruptions to or increased costs of transport services. We depend upon seaborne freight, inland water transport, rail, trucking, overland conveyor and other systems to transport bauxite, alumina, zinc concentrate, copper concentrate, coal and other supplies to our operations and to deliver our products to customers. Any disruption to or increase in the cost of these transport services, including as a result of interruptions that decrease the availability of these transport services or as a result of increases in demand for transport services from our competitors or from other businesses, or any failure of these transport services to be expanded in a timely manner to support an expansion of our operations, could have a material adverse effect on our business, financial condition or results of operations.

• Inadequate plant operating and maintenance procedures. We have in place operating and maintenance procedures to maintain the integrity of our production facilities. However, there is a risk of unplanned events, inadequate application of these procedures or higher levels of corrosion than expected could cause disruption to production all of which could have a material adverse effect on our business, financial condition or result of operations.

• Dependence on third parties. We depend on third parties for the construction, delivery and commissioning of the power facilities, supply and testing of equipment and transmission and distribution of electricity that we generate,

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which is beyond our control. For instance, the external contractors may not be able to complete construction and installation on time, within budget, or to the specifications set forth in our contracts with them, or the contractors may otherwise cause delays in meeting project milestones or achieving commercial operation by the scheduled completion date, which could in turn cause forecast budgets to be exceeded or result in delayed payment by customers, invoke liquidated damages, penalty clauses or performance guarantees or result in termination of contracts. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings- Proceedings against TSPL relating to its delay in commissioning various units of the power plant.” In addition, the demand for contractors with specialist design, engineering and project management skills and services has increased, resulting in a shortage of contractors and increasing costs of services. There can be no assurance that such skilled and experienced contractors will continue to be available at reasonable rates and we may be exposed to risks relating to the cost and quality of their services, equipment and supplies.

• Price volatility and changes in tariff policy. As we sell the power we generate in the open market (rather than to captive schemes), we are exposed to spot prices, which are subject to factors beyond our control.

• Power purchase agreements. The power purchase agreements and other agreements that we have entered into, or may enter into may require us to guarantee certain minimum performance standards, such as plant availability and generation capacity, to the power purchasers. If our facilities do not meet the required performance standards, the power purchasers with whom we have power purchase agreements may not reimburse us for any increased costs arising as a result of our plants’ failure to operate within the agreed norms, which in turn may affect our results of operations and financial condition.

• Power transmission. Lack of strong power transmission infrastructure could restrict our power generation volumes. For example, the effective plant load factor for all the four units of our commercial power plant at Jharsuguda was constrained at 44% in fiscal year 2013 on account of the limited power transmission infrastructure available in India.

• Regulatory compliance. Power generation in India is a regulated industry. In particular, national and state regulatory bodies and other statutory and government mandated authorities may, from time to time, impose minimum performance standards upon us. Failure to meet these requirements could expose us to the risk of penalties, including, in certain instances, plant shut downs.

• Flow assurance concerns of crude oil. The waxy nature of crude oil at the northern fields requires us to use hot water injection as the recovery technique at these fields. Injection of hot water requires that the temperature of the water is maintained at a certain level to ensure that the temperature of the crude oil is not reduced by the water used in the injection process to the point where solidification may occur. If the temperature of the injection water is not maintained at the required level, the required injection rate may not be able to be maintained, therefore the overall field production rate and ultimate recovery may be adversely impacted. Further, the waxy nature of crude oil requires that the temperature of crude oil transported through the 24 inch insulated oil pipeline and connecting spur lines should be kept at a temperature greater than the temperature of crude oil. Maintaining the temperature of the crude oil above this wax appearance temperature has required the installation of a specialized heating system and heating stations at various points along the pipeline. If the specialized heating system does not perform as expected, or there are problems associated with the performance of the heating stations, there are problems supplying fuel to the power generation systems at these heating stations; the temperature of crude oil may not be maintained, which would have an adverse impact on the rate at which oil can be transported through the pipeline. Any reduction in the crude oil production, ultimate recovery, or in the oil transportation may have a material adverse effect on our business, financial condition or results of operations.

• Accidents at mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities. Any accidents or explosions causing personal injury, property damage or environmental damage at or to our mines, oil fields, smelters, refineries, oil processing terminals, cargo terminals and related facilities may result in expensive litigation, imposition of penalties and sanctions or suspension or revocation of permits and licenses. Risks associated with our open-pit mining operations include flooding of the open-pit and collapses of the open-pit wall. Risks associated with our underground mining operations include underground fires and explosions (including those caused by flammable gas), cave-ins or ground falls, discharges of gases or toxic chemicals, flooding, sinkhole formation and ground subsidence. Injuries to and deaths of workers at our mines and facilities have occurred in the past and may occur in the future. For example, the operation of our Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operations at this copper mine was placed under care and maintenance following a rock falling on the ventilation shaft in June 2014. We are required by law to compensate employees for work-related injuries. Failure to make adequate provisions for our workers’ compensation liabilities could harm our future operating results.

Furthermore, our oil and gas exploration and production operations by us or operators of assets in which we have an interest will involve risks normally incidental to such activities, including blowouts, oil spills, gas leaks, explosions, fires, equipment damage or failure, natural disasters, geological uncertainties, unusual or unexpected rock formations and abnormal pressures. Offshore operations are also subject to natural disasters as well as to hazards inherent in marine operations and damage to pipelines, platforms, facilities and sub-sea facilities from trawlers, anchors and vessels. Our producing fields are located in areas that can be subject to extreme weather conditions, flooding,

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earthquake and other natural disasters. Additionally, we or the operators of assets in which we have an interest may face interruptions or delays in the availability of oil field services, equipment or infrastructure, including seismic survey vessels, rigs, pipelines and storage tanks, on which oil and gas exploration and production activities are dependent.

• Strikes and industrial actions or disputes. The majority of the total workforce of our consolidated group of companies is unionized. Strikes and industrial actions or disputes have in the past and may in the future lead to business interruptions and halts in production. For example, the trade unions of BALCO initiated a 67-day-long strike in May 2001 in opposition to the divestment of equity shares of BALCO by the GoI. We also experienced short strikes and work stoppages in 2005 and 2006. In addition, we may be subject to union demands and litigation for pay raises and increased benefits, and our existing arrangements with the trade unions may not be renewed on terms favorable to us, or at all. For example, currently HZL is negotiating a wage settlement agreement with its workmen.

The occurrence of any one or more of these conditions or events could have a material adverse effect on our business, financial condition or results of operations.

We are exposed to competitive pressures in our various business segments in which we operate which could result in lower prices or sales volumes of the products we produce, which may cause our profitability to suffer

The mines and minerals, commercial power generation, and oil and gas industries are highly competitive. We continue to compete with other industry participants in the search for and acquisition of mineral and oil and gas assets and licenses. Competitors include companies with, in many cases, greater financial resources, local contacts, staff and facilities than ours. Competition for exploration and production licenses as well as for other investment or acquisition opportunities may increase in the future. This may lead to increased costs in the carrying out of our activities, reduced available growth opportunities and may have a material adverse effect on our businesses, financial condition, results of operations and prospects.

We depend upon third parties for supply of a portion of our raw material requirements, for the continuance of certain iron ore mining leases, and for execution of our projects and supply of equipment and services, as well as for offtake of our production volumes

We source a majority of our copper concentrate and a substantial portion of alumina requirements from third parties. For example, in fiscal year 2014, we sourced 94.9% of our copper concentrate and 72.5% of our alumina requirements from third parties. Profitability and operating margins of our copper and aluminium business depends on the ability of the suppliers to ensure timely delivery of the contracted volumes. Also, profitability and operating margins of our aluminium business depends upon our ability to obtain the required alumina at prices that are low relative to the market prices of aluminium products that we sell and our ability to source these raw materials at a reasonable price.

We operated our Sonshi iron ore mine that is leased by the state of Goa to third parties through a long-term ore raising contract, until the imposition of a temporary suspension of mining activities relating to iron ore by Supreme Court of India in the state of Goa during September 2012. Under the contract, we, as a contractor, are responsible for extracting the ore which we then purchase back from the relevant third party owners. During fiscal year 2013, approximately 0.9 million tons of our crude iron ore production (or approximately 23% of our iron ore production) was derived from our operation of third party mines. As part of our contract arrangements, we generally pay such third party owners a purchase price per ton of iron ore, which is linked to the market price of iron ore. This contract expired on March 31, 2014, but negotiations are underway to renew it. However, there is no assurance that the third party mine owners will renew our contract on the same or otherwise favorable terms, or at all. There is also no assurance that, where such mine is owned by a third party under a lease, the third party will apply for a renewal of such lease in a timely fashion prior to its expiry, or be successful in obtaining such renewals. Any failure to renew material contracts or significant increases in royalty payments may adversely affect our business, financial condition, results of operations and prospects.

Further, in common with many exploration and production companies, we and the operators of assets often contract or lease services and equipment from third party providers. Such services and equipment can be scarce and may not be readily available at the times and places required. In addition, the costs of third party services and equipment have increased significantly over recent years and may continue to rise. Scarcity of services and equipment and increased prices may in particular result from any significant increase in regional exploration and development activities, which in turn may be the consequence of increased or continued high hydrocarbon or mineral prices. The scarcity of such services and equipment, as well as their potentially high costs, could delay, restrict or lower the profitability and viability of projects which may have a material adverse effect on our businesses, prospects, financial condition or results of operations.

In our oil and gas business, we have infrastructure and oil sales agreements with GoI nominated public sector refineries and domestic private sector refineries for expected levels of crude oil production from the Rajasthan Block until March 2015. Stoppage of off-take or supply could result if the buyers fail to take delivery of volumes anticipated by these sales agreements. Additionally, two private sector buyers account for more than 70% of the production in fiscal year 2014 and any unforeseen disruption at these buyer’s facilities would affect sales volume and therefore revenue generation. Further, we are subject to the risk of delayed off takes or payment for delivered production volumes or counterparty default. Any of these could have an adverse impact on our crude oil sales and cash flows.

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In certain cases, the relevant counterparty, either legally or as a result of geographic, infrastructure or other constraints or factors, is in practice the sole potential purchaser of the relevant production output. This is particularly the case for sales of gas which relies on the availability or construction of transmission and other infrastructure facilities, enabling the supply of gas produced to be supplied to end users. The absence of competitors for the transmission or purchase of gas produced by us may expose it to offtake and production delays, adverse pricing or other contractual terms or may restrict the availability of transmission or other necessary infrastructure.

Such delays or defaults or adverse pricing or other adverse contractual terms or restricted infrastructure availability could have a material adverse effect on our business, financial condition or results of operations.

Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct operations on such properties or result in significant unanticipated costs.

Our ability to mine the land on which we have been granted mining lease rights and to make use of our other industrial and office premises is dependent on the acquisition of surface rights. Surface rights and title to land are required to be negotiated separately with land owners, although there is no guarantee that these rights will be granted. Any delay outside of the ordinary course of business in obtaining or inability to obtain or any challenge to the title or leasehold rights to surface rights could negatively affect our business, financial condition or results of operations.

In addition, there may be certain irregularities in title in relation to some of our owned and leased properties. For example, some of the agreements for such arrangements may not have been duly executed and/or adequately stamped or registered in the land records of the local authorities or the lease deeds may have expired and not yet been renewed. Since registration of land title in India is not centralized and has not been fully computerized, the title to land may be defective as a result of a failure on our part, or on the part of a prior transferee, to obtain the consent of all such persons or duly complete stamping and registration requirements. The uncertainty of title to land may impede the process of acquisition, independent verification and transfer of title, and any disputes in respect of land title that we may become party to may take several years and considerable expense to resolve if they become the subject of Court proceedings. Further, certain of these properties may not have been constructed or developed in accordance with local planning and building laws and other statutory requirements, or it may be alleged that such irregularities exist in the construction and development of our built up properties. For example BALCO has 1804.67 acres of government land out of which 1751 acres is situated in forest land which was given on lease by the state government. The lease deed has not been executed as on date as a petition was filed in the Supreme Court against BALCO in relation to the alleged encroachment of land on which our Korba smelter is situated. Any such dispute, proceedings or irregularities may have an impact on our business, financial condition or results of operations.

Third party interests in our subsidiary companies, restrictions due to stock exchange listings of our subsidiary companies as well as third party interest in assets of our subsidiary companies will restrict our ability to deal freely with our subsidiaries or such assets of our subsidiary companies, which may have a material adverse effect on our results of operations and financial condition

We do not wholly own all of our operating subsidiaries, although we hold the majority of the total outstanding share capital in all of our subsidiaries. Although we have direct or indirect management control of HZL, BALCO, Black Mountain Mining and Cairn India, each of these companies has other shareholders who, in some cases, hold substantial interests. As a result of the non-controlling interests in our subsidiaries and affiliates and the Indian stock exchanges listings of HZL and Cairn India, these subsidiaries may be subject to additional legal or regulatory requirements, or we may be prevented from taking certain courses of action without the prior approval of a particular or a specified percentage of shareholders and/or regulatory bodies (under shareholders’ agreements, relationship agreements or by operation of law). The existence of minority or other interests in, and stock exchange listings of our subsidiaries may limit our ability to increase our equity interests in these subsidiaries, combine similar operations, utilize synergies that may exist between the operations of different subsidiaries, move funds among the different parts of our businesses or reorganize the structure of our business in a tax efficient manner, which may have a material adverse effect on our business, financial condition or results of operations.

ONGC is our joint operation partner with respect of all operating assets of our oil and gas business, and we operate all of our oil and gas assets. Accordingly, any mismanagement of an oil and gas asset by us may give rise to liabilities to our joint operation partners in respect of such asset. There is also a risk that other parties with interests in its assets may elect not to participate in certain activities relating to those assets which require such party’s consent. In such circumstances, it may not be possible for such activities to be undertaken by us alone or in conjunction with other participants at the desired time or at all. In addition, other joint operation partners may default in their obligations to fund capital or other funding obligations in relation to the assets. In certain circumstances, we may be required under the terms of the relevant operating agreement to contribute all or part of any such funding shortfall, which could adversely impact our business, financial condition or results of operations.

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Proceedings against the GoI which has disputed our exercise of the call option to purchase its remaining ownership interest in BALCO

There are certain proceedings that are currently ongoing with respect to the exercise of a call option to acquire the remaining shares of BALCO held by the GoI, in accordance with the terms of the shareholders’ agreement between the GoI and us. The amount claimed under this proceeding is presently unquantifiable. The arbitration tribunal formed under the directions of the High Court of Delhi declared an award rejecting our claim regarding the exercise of the option on January 22, 2011. According to the award, certain clauses of the shareholders’ agreement were held to be void, ineffective and inoperative as being in violation of sub section (2) of Section 111A of the Companies Act, 1956. We filed an application before the High Court of Delhi to set aside this award under Section 34 of the Arbitration and Conciliation Act, 1996. Our application is scheduled for hearing on August 21, 2014. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO.” There is no assurance that the outcome of our challenge of the award will be favourable to us. In such an event, we may be unable to purchase the GoI’s remaining 49.0% interest in BALCO or may be required to pay a higher purchase price, should it decide to consummate such purchase, which may have a material adverse effect on our results of operations and financial condition.

Proceedings against the GoI which has disputed our exercise of the call option to purchase its remaining ownership interest in HZL

We commenced arbitration proceedings against the GoI with respect to exercise of our call option to acquire the remaining shares of HZL held by the GoI, in accordance with the terms of the shareholders’ agreement between the GoI and us. The GoI denied our right to exercise the option on the basis that the shareholders’ agreement contravenes the provisions of Section 111A of the Companies Act, 1956 and is therefore void. The next date of hearing by the arbitral tribunal is on September 13, 2014. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO.” There can be no assurance that the arbitral proceedings will result in a favourable outcome for us. In such an event, we may be delayed in the purchase of, or may be unable to purchase, the GoI’s remaining 29.5% interest in HZL or may be required to pay a purchase price in excess of the market value or fair value of those shares, which may have a material adverse effect on our results of operations and financial condition.

Future production from our assets may vary from the forecast

We estimate the annual metal production and the mine life through a detailed mine plan for both open pit and underground mines and the oil and gas production rates and field life through the field development plans. These mine plans and field development plans are prepared based on our estimates of future mine and field performance. Future performance is subject to a number of risks including but not limited to geological conditions being more complex than originally predicted, ore grade being different from estimates, future producer or injector well performance, plant operating efficiencies being less than originally forecast, inadequate power, water or utility supplies, and other constraints. Our zinc and lead mining operations in India are currently transitioning from open pit mining operations to underground mining operations. Difficulties in managing this transition may result in challenges in achieving our expected milestones. Any material fall in production from the current production level or from the estimates due to some or all of the risks detailed above may adversely impact our business, financial condition or results of operations.

Plateau production rates from the Rajasthan fields may be less than forecast. The estimates of production rates and field life contained in the field development plans for the Mangala, Bhagyam, Aishwariya, Raageshwari and Saraswati fields in the Rajasthan Block are based on our estimates of future field performance. Where any estimates of future production rates are in excess of the existing approved field plateau production rates in the case of our oil and gas business, the consent of the joint operation partner, the appropriate regulatory authorities and the GoI will be required before any of our oil fields can produce at these enhanced estimates of future production rates. In the event consent of the joint operation partner is delayed or not obtained, production would be limited to the rate set out in the field development plans, which would have a detrimental impact on our business, financial condition or results of operations.

If we do not continue to invest in new technologies and equipment, our technologies and equipment may become obsolete and our cost of production may increase relative to our competitors, or such implemented technologies might not achieve the objective, which would have a material adverse effect on our results of operations, financial condition and prospects

Our profitability and competitiveness are in large part dependent upon our ability to maintain a low cost of production as we sell commodity products with prices we are unable to influence. Unless we continue to invest in newer technologies and equipment and are successful at integrating such newer technologies and equipment to make our operations more efficient, our cost of production relative to our competitors may increase and we may cease to be profitable or competitive. Newer technologies and equipment are expensive and the necessary investments may be substantial. Moreover, such investments entail additional risks including whether they will reduce our cost of production sufficiently to justify the capital expenditures to obtain them, or whether they will result in achieving the objective of using such technology.

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For example, the field development plans for the northern fields assume the use of enhanced oil recovery techniques to extract an additional incremental percentage of the estimated oil in place in the reservoirs. Enhanced oil recovery screening studies of the northern fields have concluded that polymer flooding or alkaline surfactant polymer flooding, two common enhanced oil recovery techniques, are the preferred enhanced oil recovery options. Following a successful enhanced oil recovery polymer flood pilot in the second quarter of fiscal year 2013, a field development plan for a full field application of polymer flood in the Mangala field was approved. We are working with ONGC for a full field implementation by fiscal year 2015. We are required to source large quantities of the types of polymer that would be required for the enhanced oil recovery techniques and ensure their efficient and timely transportation to the fields. To date, we have not yet entered into several of the key contracts relating to the execution of the project, or determined a method of transportation of such material to the fields. There can be no assurance that the agreement to purchase such material will be concluded successfully or transport the required quantities successfully and efficiently. Further, if we fail to maintain the polymer at the correct temperature in the reservoir, it may degrade and not function properly, thereby reducing the incremental amount of crude oil that is expected to be recovered. There is also a risk that the polymer handling facilities at the surface may perform at lower efficiency than designed, which may lead to degradation of the polymer and ultimately its higher consumption. All these factors could have a material and adverse effect on our business, financial condition or results of operations.

The use of enhanced oil recovery technique may significantly increase the operational expenditure necessary to extract crude oil. The economic viability of such recovery techniques will be determined by the incremental cost of such techniques compared to the then prevailing price of crude oil in the international markets. There can be no assurance that the price of crude oil will allow such techniques to be an economically viable proposition at the time we intend to effect these enhanced recovery techniques. This could have a material adverse effect on our ability to compete, our business, financial condition or results of operations.

Our iron ore business is largely dependent on export sales of iron ore to China. As a result, any downturn in the rate of economic growth in China or negative changes in international relations between India and China or negative changes in the Chinese regulatory or trade policies relating to the import of iron ore could have a material adverse effect on our results of operations and financial condition.

Our iron ore business is largely dependent on export sales of iron ore to China. For instance, in fiscal year 2013, 91% of our iron ore sales in terms of volume were exported of which 89% was derived from sales of iron ore to customers in China. As a result, the performance and growth of our iron ore business is necessarily dependent on the Chinese economy, which may be materially and adversely affected by political instability or regional conflicts, economic slowdown elsewhere in the world or otherwise. In addition, any deterioration of international relations between India and China, any negative changes in Chinese regulatory or trade policies relating to the import of iron ore or other limitations or restrictions in our ability to export iron ore to China could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to restrictive covenants for the credit facilities including term loans and working capital facilities provided to us and our subsidiaries

There are restrictive covenants in agreements which we have entered into with certain financial institutions for our borrowings and for borrowings by our subsidiaries. These restrictive covenants among others, require us to maintain certain financial ratios and seek the prior permission of these financial institutions for various activities, including, among others, any change in our capital structure, issue of equity, preferential capital or debentures, raising any loans and deposits from the public, undertaking any new project, effecting any scheme of acquisition, merger, amalgamation or reconstitution, implementing a new scheme of expansion or creation of a subsidiary. If the covenants are not complied with we may be required to repay the amount borrowed from such lenders immediately. Such restrictive covenants may restrict our operations or ability to expand and may adversely affect our business, financial condition or results of operations.

We are involved in a number of litigation matters, arbitration proceedings both civil and criminal in nature and any final judgment against us could have a material adverse effect on our business, result of operations, financial condition and prospects.

We are involved in a number of legal and arbitration proceedings including matters relating to, alleged violations of environmental, tax, Indian laws and regulations, criminal sanctions, property and labor disputes and other related issues. A final judgment against us or our directors in one or more of these disputes may result in damages that we will be required to pay to the other party, injunctions against us any of which may require us to cease or limit our operations and such decisions or judgments may have a material adverse effect on our business, results of operations, financial condition and prospects.

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For a detailed discussion of material litigation matters pending against us, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

We may be liable for additional taxes if the tax holidays, exemptions and tax deferral schemes which we currently benefit from expire without renewal, and the benefits of the tax holidays, exemptions and tax deferral schemes are limited by the minimum alternative tax

We currently benefit from significant tax holidays, exemptions and tax deferral schemes. These tax holidays, exemptions and tax deferral schemes are for limited periods. For example, HZL’s captive power plant at Dariba, Chanderiya, and Zawar benefits from tax exemptions on the profits generated from transfers of power to HZL’s other units, which are expected to generate substantial savings. We also have wind mills located in states such as Gujarat, Karnataka, Tamil Nadu, Maharashtra and Rajasthan which are also eligible for tax exemption. We pay royalties and cess in relation to our oil and gas business, to the state governments and the central government in India at rates determined by the respective governments, linked to the volume of oil that we produce. Furthermore, we may be liable for additional taxes if the tax holiday which our oil and gas business currently benefits from expires without renewal in fiscal year 2017.

Our copper refinery and copper rod plant at Tuticorin and one of our hydrometallurgical zinc smelters at Chanderiya was awarded the status of export oriented units, under which we were eligible for tax exemptions on raw materials, capital goods procured and finished goods sold until March 31, 2011. New captive power plants will not be eligible for such tax exemptions if the capitalization is effected after March 31, 2017. Captive power plants will continue to have the benefit of any existing tax exemptions after March 31, 2014 until such tax exemptions expire. The expiry or loss of existing tax holidays, exemptions and tax deferral schemes or the failure to obtain new tax holidays, exemptions or tax deferral schemes will likely increase our tax obligations and any increase could have a material adverse effect on our business, financial condition or results of operations.

In addition, we are subject to a Minimum Alternate Tax which sets a minimum amount of tax that must be paid each year based on our book profits. The Minimum Alternate Tax rate is currently 18.5%. The Finance Act, 2013 has increased the surcharge on income of domestic companies having taxable income over Rs. 100 million ($1.7 million) from 5% to 10% which resulted in the increase in the effective Minimum Alternate Tax rate for such companies from 20.01% to 20.96%, including surcharge, education cess and secondary and higher secondary education cess. The Minimum Alternate Tax prevents us from taking full advantage of any tax holidays, exemptions or tax deferral schemes that may be available to us.

Asarco has filed a complaint alleging that we and Sterlite U.S.A. have breached our prior agreement to acquire Asarco’s assets. Any adverse judgment may have a material adverse effect on our business, results or operations, financial condition and prospects.

On March 17, 2010, Asarco filed a complaint in the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, against us and Sterlite U.S.A. alleging that we and Sterlite U.S.A. had breached an agreement dated May 30, 2008 (“May 2008 Agreement”) by, among other things, refusing to pay the $ 2.6 billion purchase price and refusing to assume the liabilities and contractual obligations required under the May 2008 Agreement. Asarco claimed these damages to be in the range of $ 533 million to $ 1,509 million and also claimed applicable pre-judgment interest.

Further, Asarco terminated the agreement it entered with us on March 6, 2009 (the “March 2009 Agreement”). This agreement superseded the May 2008 Agreement in its entirety. The March 2009 Agreement provided for the settlement and release of any potential claims against us arising out of the May 2008 Agreement. Asarco drew the $ 50 million provided as deposit under the March 2009 agreement. We filed an application to the U.S. Bankruptcy Court for the return of the $ 50 million which was subsequently rejected.

The U.S. Bankruptcy Court, by its order dated February 13, 2012 and February 27, 2012 ruled that Asarco is entitled to a gross amount of $ 132.8 million in incidental damages. This amount was to be reduced by $ 50 million drawn by Asarco under the March 2009 Agreement, making Asarco entitled for a net amount of $ 82.8 million. We have provided for the amount of $82.8 million in our consolidated statement of profit or loss as part of our administration expenses for fiscal year 2012. Asarco and us filed a notice of appeal against this judgment to the United States District Court for the Southern District of Texas Brownsville Division (“the District Court”) in May 2012.

On December 24, 2012 Asarco and us entered into a settlement agreement to settle all claims of both the parties, where we agreed to pay the settlement amount of $ 82.8 million after obtaining the approval from the RBI under the applicable regulations in India. While this application to the RBI for obtaining this approval was pending, Asarco terminated the settlement agreement on January 21, 2014. Subsequently, Asarco filed a motion of sanction against us, claiming that we have misrepresented them by delaying the appeal proceedings and applying to the RBI to seek approval to pay the settlement amount. The District Court heard the matter on and reserved its order.

After the termination of the settlement agreement, Asarco and us reinstated our appeals that were earlier filed in May 2012. These appeals are yet to be heard. In the interim, on a motion by Asarco under a Texas Turnover statue, the United States

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Bankruptcy Court for the Southern District of Texas, on June 13, 2014 issued an order requiring us to turnover to the United States Marshal’s office an amount or other property of ours equivalent to $ 82.8 million plus cost incurred for the enforcement of the order. The court also provided an injunction whereby pending the payment of the judgment amount, we, our employees, agents, joint venturers and person acting in concert are restrained from enjoying, transferring, concealing or disposing of all of our non-exempt property including any present and future dividends and distribution payable to our shareholders traded as ADR. Asarco has since proceeded to seek the turnover of the dividend payable to the ADR holders. We have applied to the RBI seeking permission to remit the judgment amount to satisfy this order.

An adverse judgment or settlement relating to Asarco’s claim against us may have a material adverse effect on our business, results of operations, financial condition and prospects.

The GoI may allege a breach of a covenant by us and seek to exercise a put or call right with respect to shares of HZL, which may result in substantial litigation and serious financial harm to our business, results of operations, financial condition and prospects.

Under the terms of the shareholders’ agreement between the GoI and SIIL, we agreed that we would ensure that HZL would implement a 1 mmtpa greenfield zinc smelter plant at Kapasan in the state of Rajasthan (the “Kapasan Project”), within 5 years from April 11, 2002. The shareholders’ agreement provided that if within one year from this date, we reviewed the feasibility of the Kapasan Project and determined that it was not in the best economic interests of HZL, which determination required the report of an independent expert, and the board of directors of HZL confirmed this determination, then we would not be obliged to ensure that HZL implement the Kapasan Project. In 2003, HZL notified the GoI that the Kapasan Project would not be undertaken and that a report of an independent expert may not be required. While we have not received any notice of breach under the provisions of the shareholders’ agreement between the GoI and us with respect to HZL, the GoI may claim that we have breached the covenant related to the Kapasan Project as mentioned in the shareholders’ agreement triggering an event of default. The GoI, under the terms of the shareholders’ agreement, may become entitled to the right, which is exercisable at any time within 90 days from the day it became aware of such event of default, to either sell any or all of the shares of HZL held by the GoI to us at a price equivalent to 150.0% of the market value of such shares, or purchase any or all of the shares of HZL held by us at a price equivalent to 50.0% of the market value of such shares.

Based solely on the closing market price of HZL’s shares on the National Stock Exchange (“NSE”), on July 31, 2014, the price was Rs. 161.2 ($2.7) per share. If the GoI determined to have and were to exercise a right to sell all of its 1,247,950,590 shares of HZL at a price equivalent to 150.0% of their market value, we will be required to pay Rs. 301,754 million ($ 5,029.2 million) for those shares, and if the GoI determined to have and were to exercise a right to purchase all of the 2,743,154,310 shares of HZL held by us at a price equivalent to 50.0% of their market value, we would receive Rs. 221,098 million ($ 3,685.0 million) for those shares.

If the GoI were to assert that an event of default occurred and seek to exercise a put or call right with respect to shares of HZL, we may face expensive and time-consuming litigation over the matter, uncertainty as to the future of our zinc business, an inability to enforce our call option to acquire the GoI’s remaining 29.5% ownership interest in HZL and the possibility of serious financial harm if we were unsuccessful in litigation, any of which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Attracting and retaining talent at technical, managerial and leadership level as well as shortage of skilled labor in the natural resources industry could increase our costs and limit our ability to maintain or expand our operations, which could adversely affect our results of operations.

Our efforts to execute our business plans will place significant demands on our management and other resources and we will be required to continue to improve operational, financial and other internal controls. Our ability to maintain and grow our business will depend on our ability to attract, train and retain personnel with skills that enable us to keep pace with growing demands and evolving industry standards. We are dependent to a large degree, on the continued service and performance of our senior management team and other key team members in our business units and functions. These key personnel possess technical and business capabilities that are difficult to replace. The loss or diminution of services of members of our senior management or other key team members, or our failure to retain our key personnel at various managerial positions could have an adverse effect on our results of operations, financial condition and prospects.

Mining, metal refining, metal smelting and fabrication operations and oil and gas extraction, require a skilled and experienced labor force. If we experience a shortage of skilled and experienced labor, our labor productivity could decrease and costs could increase, our operations may be interrupted or we may be unable to maintain our current production or increase our production as otherwise planned, which could have a material adverse effect on our results of operations, financial condition and business prospects.

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Our insurance coverage may prove inadequate to satisfy future claims against us

We maintain insurance which we believe is typical in the respective industries in which we operate and in amounts which we believe to be commercially appropriate. Nevertheless, we may become subject to liabilities against which we may not have adequate insurance coverage or at all. Our insurance policies contain certain customary exclusions and limitations on coverage which may result in our claims not being honored to the full extent of the losses or damages we have suffered. The exploration and production of crude oil and natural gas is inherently hazardous. A range of factors incorporating natural and man-made factors may result in oil spills, fires, equipment failure, loss of well control, leakage of hydrocarbons or hydrogen sulfide etc., which can result in death, injury and damage to production facilities and the environment. In addition, our operating entities in India can only seek insurance from domestic insurance companies or foreign insurance companies operating in joint ventures with Indian companies and these insurance policies may not continue to be available at economically acceptable premiums. The occurrence of a significant adverse event, the risks of which are not fully covered or honored by such insurers could have a material adverse effect on our business, financial condition or results of operations.

The Re-organization Transactions may not result in expected benefits

At the time of announcing the Re-organization Transactions, we estimated cost savings arising from the transaction, due to operational and financial synergies. These synergies may not be realized or may be materially lower than estimated and the extent to which any of the other benefits will actually be achieved, if at all, or the timing of any such benefits, cannot be predicted with certainty. If we are unable to realize the estimated cost savings or the other benefits that we expect to achieve through the consolidation, or if we are prevented from taking advantage of the anticipated tax efficiencies, or if we are unable to offset the incremental costs we incur over time as a result of the consolidation with such savings and benefits, there could be a material adverse effect on our business, financial condition or results of operations. Further, subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Bombay at Goa was filed before the Supreme Court of India by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs in July 2013 and April 2014, respectively. Further, a creditor and a shareholder challenged the Amalgamation and Re-organization Scheme in the High Court of Madras in September 2013. These petitions are pending for hearing and admission.

There is no assurance that the special leave petitions will be determined in our favor, and accordingly, there is no assurance that the Courts will negate the effectiveness of the Re-organization Transactions. In such circumstance, we may not be able to achieve financial, operational, strategic and other potential benefits from the consolidation pursuant to the Re-organization Transactions.

Risks Relating to our Industry

Commodity prices and the copper TcRc may be volatile, which would affect our revenue, results of operations and financial condition

Historically, the international commodity prices for copper, zinc, oil and gas, iron ore and aluminium and the prevailing market TcRc rate for copper have been volatile and subject to wide fluctuations in response to relatively minor changes in the supply of, and demand for, such commodities, market uncertainties, the overall performance of world or regional economies and the related cyclicality in industries we directly serve and a variety of other factors. For example, between March 31, 2013 and March 31, 2014, the average LME prices of copper, aluminium, zinc, lead, silver and dated brent decreased by 9.6%, 10.2%, 1.9%, 1.0%, 29.8% and 2.3% respectively. For instance, we purchase copper concentrate at the LME price for copper metal for the relevant quotational period less a treatment charge (“Tc”) and refining charge (“Rc”), or TcRc, that we negotiate with our suppliers, but which is influenced by the prevailing market rate for the TcRc. The TcRc has historically fluctuated independently and significantly from the copper LME price. We attempt to make the LME price a pass through for us as both our copper concentrate purchases and sales of finished copper products are based on LME prices. Nevertheless, we are also exposed to differences in the LME price between the quotational periods for the purchase of copper concentrate and sale of the finished copper products, and any decline in the copper LME price between these periods will adversely affect us. See “Item 5. Operating and Financial Review and Prospects—Factors Affecting Results of Operations—Metal Prices, Copper TcRc and Power Tariff.”

Similarly, for the portion of our alumina requirements sourced internally, our profitability is dependent upon the LME price of aluminium, less the cost of production, which includes the cost of mining bauxite, the refining of bauxite into alumina, transportation of bauxite and alumina and smelting of alumina into aluminium. For the portion of our alumina requirements sourced from third parties, our profitability is dependent upon the LME price of aluminium, less the cost of the sourced alumina and the cost of smelting. During fiscal year 2014, 72.5% of our alumina requirement was sourced from third parties. Further, the units of power generated by our commercial power generation business are also subject to price volatility.

The market price of the alumina that we purchase from third parties and the market price of the aluminium metals that we sell have experienced volatility in the past and any increases in the market price of the raw material relative to the market price of the metal that we sell would adversely affect the profitability and operating margins of our aluminium business, which could have a material and adverse effect on our business, financial condition or results of operations.

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Further for our Rajasthan and Cambay blocks, the crude oil is benchmarked to Bonny Light, West African low sulphur crude that is frequently traded in the region, with appropriate adjustments for crude quality. The implied price realization of crude oil generally lies within the stated guidance of 8% - 13% discount to Dated Brent for Rajasthan and 5% - 10% to Dated Brent for Cambay, due to the prevailing oil market conditions. Movements in discount affect our revenue realization and any increase in quality differentials may adversely impact our revenues and profits.

Our reserves are estimates are based on a number of assumptions, any changes to which may require us to lower our estimated reserves

There are numerous uncertainties inherent in estimating crude oil and natural gas reserves. Reservoir engineering follows a subjective process of estimating underground accumulations of crude oil and natural gas. It is well understood that these cannot be measured in an exact manner. These risks are gradually mitigated through enhanced understanding of the reservoirs, achieved by undertaking additional work. Reserves estimation involves a high degree of judgment and it is a function of the quality of the available data and the engineering and geological interpretation. Results of drilling, testing and production may substantially change the reserve estimates for a given reservoir over a period of time. For these reasons, actual results may vary substantially. Such variation in results may materially impact our actual production, revenue and expenditures.

Our metal and oil and gas reserves are estimates and represent the quantity of ore that we believed, as of March 31, 2014, could be mined, processed, recovered and sold at prices sufficient to cover the estimated future total costs of production, remaining investment and anticipated additional capital expenditures. These estimates are subject to numerous uncertainties inherent in estimating quantities of reserves and could vary in the future as a result of actual exploration and production results, depletion, new information on geology and fluctuations in production, operating and other costs and economic parameters such as metal prices, smelter treatment charges and exchange rates, many of which are beyond our control. For example, fluctuations in the market price of ore and other commodities reduced recovery rates or increased production costs due to inflation or other factors may render proven and probable ore reserves containing relatively lower grades of mineralization uneconomic to exploit and ultimately result in a restatement of reserves. As a result, you should not place undue reliance on the reserve data contained in this Annual Report. In the event that any of these assumptions turn out to be incorrect, we may need to revise our reserves downwards and this may adversely affect our life-of-mine plans and consequently the total value of our mining asset base, which could increase our costs and decrease our profitability.

Oil and gas exploration activities are capital intensive and inherently uncertain in their outcome

Oil and gas exploration activities are capital intensive and inherently uncertain in their outcome. We or the operators of assets in which we have an interest may undertake exploration activities and incur significant costs in so doing with no assurance that such expenditure will result in the discovery of hydrocarbons in commercially viable quantities or not.

Changes in tariffs, royalties, cess, customs duties, export duties and government assistance may reduce our Indian market domestic premium, which would adversely affect our profitability and results of operations

Copper, zinc and aluminium are sold in the Indian market at a premium to the international market prices of these metals due to tariffs payable on the import of such metals. Between March 2003 and February 2011, basic customs duties on imported copper, zinc, lead and aluminium decreased cumulatively from 25.0% to 5.0%, and have remained at 5.0% since February 2011. The GoI may reduce or abolish customs duties on any of these commodities in the future, although the timing and extent of such reductions cannot be predicted. As we sell the majority of the commodities we produce in India, any reduction in Indian tariffs on imports will decrease the premiums we receive in respect of those sales which would have an adverse effect on our business, financial condition or results of operations.

We pay royalties to the State Governments of Chhattisgarh and Rajasthan based on our extraction of bauxite and lead-zinc ore, respectively, and to the State Government of Tasmania in Australia based on our extraction of copper ore. Most significant of these is the royalty that HZL is required to pay to the State Government of Rajasthan, where all of HZL’s mines are located, at a rate of 8.4%, with effect from August 13, 2009 (with the rate being 6.6% prior to August 13, 2009), of the zinc LME price payable on the zinc metal contained in the concentrate produced and 12.7% (with the rate being 5.0% prior to August 13, 2009) of the lead LME price payable on the lead metal contained in the concentrate produced. Any upward revision to the royalty rates being charged currently may adversely affect our profitability. Additionally, the Department of Mines and Geology of the State of Rajasthan has raised additional demands for payment through several show cause notices to HZL for mining minerals associated with lead and zinc such as cadmium and silver. Similarly, Cairn India pays royalties and cess to the state governments and the central government in India at rates determined by the respective governments, linked to the volume or value of oil produced. Any upward revision to these rates being charged currently or payment of additional royalty for mining of associated minerals may adversely affect our profitability. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Demands against HZL by Department of Mines and Geology.” We pay royalties to the State Government of Tasmania in Australia based on our extraction of copper ore. We also pay royalties to the government from our Zinc International business. In our iron ore business, we pay royalty on iron ore to the State Governments of Goa and Karnataka at

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10% of the average price declared periodically by the Indian Bureau of Mines. We also pay export duty on export of iron ore fines at the rate of 30% ad valorem on the Free on Board (‘F.O.B”) value of exports with effect from December 30, 2011 (the rate being 20% prior to December 30, 2011). See “Item 5 — Operating and Financial Review and Prospects — Factors Affecting Results of Operations — Government Policy” for details.

Changes in tax laws could also result in additional taxes payable by us. For example, the GoI raised the export duty on iron ore fines twice during 2011, first to 20% with effect from March 1, 2011 and then to 30% with effect from December 30, 2011.

Indian exports of copper, aluminium and zinc receive assistance premiums from the GoI, which have been reduced since 2002. These export assistance premiums have been reduced in recent years and may be further reduced in the future. Any reduction in these premiums will decrease the revenue we receive from export sales and may have a material adverse effect on our business, financial condition or results of operations. See “Item 5. Operating and Financial Review and Prospects—Factors Affecting Results of Operations—Government Policy.”

The upstream oil and gas industry is dependent on a limited number of global vendors for key equipment and services

There are a limited number of highly specialized vendors globally catering to the requirements of upstream oil and gas industry for key equipment and services such as rigs and other oilfield equipment and services. Many of these equipment and services involve long lead times to delivery. Inability or delay in sourcing the equipment and services of the required specifications and quality may result in delay of our exploration, development and production projects, and consequently have an adverse effect on our business, results of operations and financial condition.

There are particular risks and hazards associated with mining and oil exploration activities

Our mining operations include open-pit and underground mining, both of which involve significant hazards and risks. Hazards associated with our open-pit mining operations include flooding of the open pit, collapses of the open-pit wall, accidents related to the operation of large open-pit mining and rock transportation equipment, accidents related to the preparation and ignition of large scale open pit blasting operations, production disruptions due to weather and hazards related to the disposal of mineralized waste water, such as groundwater and waterway contamination. Hazards associated with our underground mining operations include underground fires and explosions, including those caused by flammable gas, cave-ins or ground falls, discharges of gases and toxic chemicals, flooding, sinkhole formation and ground subsidence and other accidents and conditions resulting from drilling and removing and processing material from an underground mine. If any of these hazards or accidents result in significant injury to employees and damage to equipment or other property, we may experience unexpected production delays, increased production costs, and increased capital expenditures to repair or replace equipment or property, as well as claims from affected employees and environmental and other authorities for any alleged breaches of applicable laws or regulations.

Disruptions to mining and oil extraction, delays and costs on account of such hazards or accidents could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Relationship with Vedanta

We are controlled by Vedanta and our other shareholders’ ability to influence matters requiring shareholder approval will be extremely limited.

We are a majority-owned and controlled subsidiary of Vedanta. Volcan Investments Limited, or Volcan holds 62.3% of the share capital and 69.6% of the voting rights of Vedanta as of July 31, 2014. Volcan is a holding company, 100% owned and controlled by the Trust. Conclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. As a result, shares beneficially owned by Volcan may be deemed to be beneficially owned by the Trust and, in turn, by Conclave. The beneficiaries of the Trust are members of the Agarwal family, who are related to Mr. Anil Agarwal. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our Chairman Emeritus, as protector of the Trust, may be deemed to have deemed beneficial ownership of shares that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship agreement that seeks to enable Vedanta to carry on its business independently of Volcan, its direct and indirect shareholders, and their respective associates, or collectively, the Volcan Parties. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Related Parties—Vedanta.” However, we cannot assure you that the relationship agreement will be effective at insulating Vedanta, and in turn us, from being influenced or controlled by the Volcan Parties, which influence or control could have a material adverse effect on the holders of our equity shares and ADSs.

As long as Vedanta, through its subsidiaries, owns a majority of our outstanding equity shares, Vedanta may have the ability to control or influence significant matters requiring board approval and to take shareholder action without the vote of any other shareholder, and the holders of our equity shares and ADSs will not be able to affect the outcome of any shareholder vote. Vedanta will have the ability to control all matters affecting us. In the event Vedanta ceases to be our majority shareholder, we will be required to immediately repay some of our outstanding long-term debt.

Vedanta’s voting control may discourage transactions involving a change of control of us, including transactions in which holders of our equity shares and ADSs might otherwise receive a premium therefore over the then current market prices. Vedanta is not prohibited from selling a controlling interest in us to a third party and may do so without the approval of holders of our equity shares and ADSs and without providing for a purchase of our equity shares or ADSs. Accordingly, our equity shares and ADSs may be worth less than they would be if Vedanta did not maintain voting control over us.

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Vedanta may decide to allocate business opportunities to other members of the Vedanta Group instead of us, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Vedanta’s control of us means it can determine the allocation of business opportunities among us, itself and its other subsidiaries. For example, as of March 31, 2014, Vedanta owned 79.4% of Konkola Copper Mines Plc, an integrated copper producer in Zambia, apart from the control exercised on us, and our subsidiaries, through us. As Vedanta controls Konkola Copper Mines Plc it determines the allocation of business opportunities among, as well as strategies and actions of, Konkola Copper Mines Plc and us. Vedanta may determine to have Konkola Copper Mines Plc or any other entity instead of us, pursue business opportunities in the zinc, oil and gas, copper, iron ore, aluminium or commercial power generation business, or any other business, or cause such companies or us to undertake corporate strategies, the effect of which is to benefit such companies instead of us and which could be detrimental to our interests. If Vedanta were to take any such actions, our business, results of operations, financial condition and prospects could be materially and adversely affected and the value of our equity shares and the ADSs may decline.

We have issued several guarantees as security for the obligations of certain of our subsidiaries and other companies within the Vedanta Group and we will have liability under these guarantees in the event of any failure by such entities to perform their obligations, which could have a material adverse effect on our results of operations and financial condition.

We have issued several guarantees in respect of the obligations of certain of our subsidiaries and other companies within the Vedanta Group, including guarantees issued as security for loan obligations, credit facilities or issuance of customs duty bonds for import of capital equipment at concessional rates of duties. Our outstanding guarantees cover obligations aggregating Rs. 49,910 million ($831.8 million) as of March 31, 2014 the liabilities for which have not been recorded in our consolidated financial statements. We will have a liability in the event that any of these entities fails to perform its obligations under the loan agreements, credit facilities or bonds, which could have a material adverse effect on our business, financial condition or results of operations. See Note 30 “Commitments, contingencies, and guarantees” on Notes to the consolidated financial statements.

Any disputes that arise between us and Vedanta or other companies in the Vedanta Group could harm our business operations.

Disputes may arise between Vedanta or other companies in the Vedanta Group and us in a number of areas, including:

• intercompany agreements setting forth services and prices for services between us and Vedanta or other companies in the Vedanta Group;

• business combinations involving us;

• sales or distributions by Vedanta of all or any portion of its ownership interest in us; or

• business opportunities that may be attractive to us and Vedanta, or other companies in the Vedanta Group.

We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.

Our agreements with Vedanta and other companies in the Vedanta Group may be amended upon agreement between the parties. As we are controlled by Vedanta, Vedanta may require us to agree to amendments to these agreements that may be less favorable to us than the original terms of the agreements.

Some of our directors and executive officers may have conflicts of interest because of their ownership of Vedanta shares, options to acquire Vedanta shares and positions with Vedanta

Some of our directors and executive officers own Vedanta shares and options to purchase Vedanta shares, including through their continued participation in the Vedanta Long-Term Incentive Plan 2003, the Vedanta LTIP or ESOP schemes of Vedanta. In addition, some of our directors and executive officers are directors or executive officers of Vedanta. Ownership of Vedanta shares and options to purchase Vedanta shares and the presence of an executive officer of Vedanta on our Board of directors could create, or appear to create, potential conflicts of interest and other issues with respect to their fiduciary duties to us when our directors and officers are faced with decisions that could have different implications for Vedanta than for us.

Our management, including our senior management, is not solely focused on our business and may be distracted by, or have conflicts as a result of, the demands of Vedanta or other businesses within the Vedanta Group, which may materially and adversely affect our business, results of operations and financial condition.

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As a foreign private issuer and a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules, we are subject to different NYSE rules than non-controlled domestic US issuers. Consequently, the corporate governance standards which we are required to adhere to are different than those applicable to such companies, which may limit the information available to, and the shareholder rights of, holders of our ADSs

We qualify as a “controlled company” within the meaning of the NYSE rules as Vedanta has effective control of a majority of our equity shares. This will allow Vedanta to, among other things, control the composition of our Board of directors and direct our management and policies.

As a foreign private issuer and a “controlled company,” we are exempt from complying with certain corporate governance requirements of the NYSE, including the requirement that a majority of our Board of directors consist of independent directors. As the corporate governance standards applicable to us are different than those applicable to domestic non-controlled US issuers, holders of our equity shares and ADSs may not have the same protections afforded under the NYSE rules as shareholders of companies that do not have such exemptions. It is also possible that the Agarwal family’s significant ownership interest of us as a result of its majority ownership of Vedanta’s majority shareholder, Volcan, could adversely affect investors’ perceptions of our corporate governance. For a summary of the differences between the corporate governance standards applicable to us as a listed company in India and as a foreign private issuer and “controlled company” in the United States and such standards applicable to a domestic non-controlled US issuer, See “Item 10. Additional Information—B. Memorandum and Articles of Association—Comparison of Corporate Governance Standards.”

Risks Relating to Investments in Indian Companies, Global Economic Conditions and International Operations

A substantial portion of our assets and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India

We are incorporated in India. Our primary operating subsidiaries, HZL, BALCO and Cairn India, are also incorporated in India. A substantial portion of our assets and employees are located in India and we intend to continue to develop and expand our facilities in India. Consequently, our financial performance and the market price of our equity shares and ADSs will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.

The GoI has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have pursued policies of economic liberalization, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The rate of economic liberalization could change, and specific laws and policies affecting metals and mining companies, foreign investments, currency exchange rates and other matters affecting investment in India could change as well. Further, protests against privatizations and government corruption scandals, which have occurred in the past, could slow the pace of liberalization and deregulation. Given the changes in government policy on divestments, there can be no assurance that any of the proposed privatizations which we may be interested in pursuing will be implemented or completed in the near future, or at all. A significant change in India’s policy of economic liberalization and deregulation could adversely affect business and economic conditions in India generally and our business in particular, if new restrictions on the private sector is introduced or if existing restrictions are increased.

As the domestic Indian market constitutes the major source of our revenue, the downturn in the rate of economic growth in India due to the unprecedented and challenging global market and economic conditions, or any other such downturn for any other reason, will be detrimental to our results of operations

In fiscal year 2014, approximately 68.8% of our revenue was derived from commodities that we sold to customers in India. The performance and growth of our business are necessarily dependent on the health of the overall Indian economy. Any downturn in the rate of economic growth in India, whether due to political instability or regional conflicts, economic slowdown elsewhere in the world or otherwise, may have a material adverse effect on demand for the commodities we produce. The Indian economy is also largely driven by the performance of the agriculture sector, which depends on the quality of the monsoon, which is difficult to predict. In the past, economic slowdowns have harmed manufacturing industries, including companies engaged in the copper, zinc, aluminium and power sectors, as well as the customers of manufacturing industries. Any future slowdown in the Indian economy could have a material adverse effect on the demand for the commodities we produce and, as a result, on our business, financial condition and results of operations.

Terrorist attacks and other acts of violence involving India or other neighboring countries could adversely affect our operations directly, or may result in a more general loss of customer confidence and reduced investment in these countries that reduces the demand for our products, which would have a material adverse effect on our business, results of operations, financial condition and cash flows

Terrorist attacks and other acts of violence or war involving India or other neighboring countries may adversely affect the Indian markets and the worldwide financial markets. The occurrence of any of these events may result in a loss of business confidence, which could potentially lead to economic recession and generally have a material adverse effect on our businesses, results of operations, financial condition and cash flows. In addition, any deterioration in international relations may result in investor concern regarding regional stability which could adversely affect the price of our equity shares and ADSs.

South Asia has also experienced instances of civil unrest, terrorist attacks and hostilities among neighboring countries from time to time, especially between India and Pakistan. Such activity or terrorist attacks in the future could adversely affect the Indian

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economy by disrupting communications and making travel more difficult and could create the perception that investments in Indian companies involve a high degree of risk. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that were protracted or involved the threat or use of nuclear weapons, we might not be able to continue our operations.

If natural disasters or environmental conditions in India, including floods and earthquakes, affect our mining and production facilities, our revenue could decline

Our mines and production facilities are spread across India, and our sales force is spread throughout the country. Natural calamities such as floods, rains, heavy downpours (such as heavy downpours in Tuticorin in 2008 which caused the closure of our Tuticorin facilities for two to three days, as well as the rains in Mumbai and other parts of the State of Maharashtra in 2005 and other states in 2006) and earthquakes could disrupt our mining and production activities and distribution chains and damage our storage facilities. Unusually heavy rains during the monsoon season in the years 2006 and 2013 in the states of Rajasthan and Gujarat triggered floods and caused destruction in these states. The area in which the Mangala field is located experienced flooding which directly affected existing well-sites and roads. Other regions in India have also experienced floods, earthquakes, tsunamis and droughts in recent years.

Substantially all of our facilities and employees are located in India and there can be no assurance that we will not be affected by natural disasters in the future. For example, the pipeline to transport crude oil from the northern fields to Salaya, and thereafter to the Bhogat terminal in Gujarat, passes near Bhuj, which was the epicenter of an earthquake measuring 6.9 on the richter scale in 2001 and that resulted in the deaths of approximately 30,000 people as well as damage to the infrastructure in the region. Although our Rajasthan Block crude oil production plans assume that the proposed pipeline will withstand damage from fire, earthquakes, floods, storms and similar events, there can be no assurance that the pipeline will withstand damage from such events. In addition, if there were a drought or general water shortage in India or any part of India where our operations are located, the GoI or local, state or other authorities may restrict water supplies to us and other industrial operations in order to maintain water supplies for drinking and other public necessities which would cause us to reduce or close our operations.

Currency fluctuations among the Indian Rupee, the US dollar and other currencies could have a material adverse effect on our results of operations

Although substantially all of our revenue is tied to commodity prices that are typically priced by reference to the US dollar, most of our expenses are incurred and paid in Indian Rupees and, to a lesser extent, Australian dollars, Sri Lankan Rupees, Euros, Namibian dollars, South African Rands and Liberian dollars. In addition, in fiscal year 2014, 31.2% of our revenue was derived from commodities that we sold to customers outside India. The exchange rates between the Indian Rupee and the US dollar and between other currencies and the US dollar have changed substantially in recent years and may fluctuate substantially in the future. See “Item 10. Additional Information—D. Exchange Controls”. Our results of operations or financial condition could be adversely affected if the US dollar depreciates against the Indian Rupee or other currencies. We seek to mitigate the impact of short-term movements in currency on our businesses by hedging our short-term exposures progressively based on their maturity. However, large or prolonged movements in exchange rates may have a material adverse effect on our business, financial condition or results of operations.

If India’s inflation worsens or the prices of oil or other raw materials rise, we may not be able to pass the resulting increased costs to our customers and this may adversely affect our profitability or cause us to suffer operating losses

India has experienced wholesale price inflation in recent years compared to historical levels due to higher demand than supply. In addition, international prices of crude oil have recently experienced significant volatility, including a rise to historical highs that increased transportation costs followed more recently by a significant decline as global economic conditions have deteriorated. Inflation, increased transportation costs and an increase in energy prices generally, which may be caused by a rise in the price of oil, or an increase in the price of thermal coking coal in particular, could cause our costs for raw material inputs required for production of our products to increase, which would adversely affect our financial condition and results of operations if we cannot pass these added costs along to customers.

Stringent labor laws in India may adversely affect our profitability

India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for dispute resolution and employee compensation for injury or death sustained in the course of employment, and imposes financial obligations on employers upon employee layoffs. This makes it difficult for us to maintain flexible human resource policies, discharge employees or downsize, which may adversely affect our business, financial condition or results of operations.

Political, economic and social risks associated with investments in countries other than India could have an adverse effect on our business

In addition to operating in India, we currently operate in various other jurisdictions including Sri Lanka, Australia, Namibia, South Africa, Ireland and Liberia. Certain of these countries are subject to political, economic and social developments that may, individually or in combination, create risks for investors that may be more difficult to predict or measure than would be

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the case in certain developed economies. Any political instability could have an adverse impact on the economy as a whole. Political disruptions and civil unrest that may occur in any of these countries could potentially have an adverse effect on exports and, consequently, on our business, financial condition or results of operations.

Global economic conditions have been unprecedented and challenging and have had, and continue to have, an adverse effect on the Indian financial markets and the Indian economy in general, which has had, and may continue to have, a material adverse effect on our business, our financial performance and the prices of our equity shares and ADSs

Global market and economic conditions have been unprecedented and challenging and have resulted in tighter credit conditions and recession in most major economies in the last several years. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations across various economies. These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have contributed to volatility of unprecedented levels.

As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike and corresponding decreases in global infrastructure spending and commodity prices. Continued turbulence in the international markets and economies and prolonged declines in business consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to refinance maturing liabilities and access the capital markets to meet liquidity needs. These global market and economic conditions have had an adverse effect on the Indian financial markets and the Indian economy in general, which has had, and may continue to have, a material adverse effect on our business, our financial performance and the prices of our equity shares and ADSs. For example, in response to global economic conditions and a decline in commodity prices, we had ceased operations at one of our aluminium smelters at the Korba complex in previous years which had an adverse effect on our business, financial condition or results of operations.

There are certain differences in shareholder rights and protections between the laws of India and the United States and between governance standards for a US public company and a foreign private issuer such as us

We are incorporated in India and investors should be aware that there are certain differences in the shareholder rights and protections between the laws of India and the United States. There are also certain differences in the corporate governance standards for a domestic US issuer and those applicable to a foreign private issuer such as us. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Comparison of Shareholders’ Rights.”

The Securities and Exchange Board of India (“SEBI”) and the various Indian stock exchanges are responsible for improving and setting standards for disclosure and other regulatory standards for the Indian securities markets. SEBI has issued regulations and guidelines on disclosure requirements, insider trading and other matters. Nevertheless, there may be less information made publicly available in respect of Indian companies than is regularly made available by public companies in the United States as a result of differences between the level of regulation and monitoring of the Indian securities markets and of the transparency of the activities of investors and brokers in India compared to the United States. Similarly, our disclosure obligations under the rules of the NSE and BSE Ltd. (“BSE”) on which our equity shares are listed may be less than the disclosure obligations of public companies on the NYSE.

Risks Relating to our ADSs

Substantial future sales of our equity shares or ADSs in the public market, or the perception of such sales, could cause the market price of our ADSs to fall

If our existing shareholders sell a substantial number of our equity shares in the open market, or if there is a perception that such sale or distribution could occur, the market price of our equity shares and ADSs could be adversely affected. These sales, or the perception that these sales could occur, also might make it more difficult for us to sell securities in the future at a time or at a price that we deem appropriate or pay for acquisitions using our equity securities.

As of March 31, 2014 we had 2,964,674,487 equity shares outstanding, including 249,110,480 equity shares represented by 62,277,620 ADSs. All our 2,964,674,487 outstanding equity shares are freely tradable on the NSE and BSE. Furthermore, Vedanta, through Twin Star and other investment companies, continued to have effective control over 1,819,099,602 of our total outstanding equity shares (including equity shares representing ADSs), which represented 61.4% of our outstanding share capital as of July 31, 2014.

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Fluctuations in the exchange rate between the Indian Rupee and the US dollar could have a material adverse effect on the value of our ADSs, independent of our actual operating results

The price of the ADSs is quoted in US dollars. Our equity shares are quoted in Indian Rupees on the NSE and BSE. Any dividends in respect of our equity shares will be paid in Indian Rupees and subsequently converted into US dollars for distribution to ADS holders.

Currency exchange rate fluctuations will affect the dollar equivalent of the Indian Rupee price of our equity shares on the NSE and BSE and, as a result, the prices of our ADSs, as well as the US dollar value of the proceeds a holder would receive upon the sale in India of any of our equity shares withdrawn from the depositary under the deposit agreement and the US dollar value of any cash dividends we pay on our equity shares. Holders may not be able to convert Indian Rupee proceeds into US dollars or any other currency, and there is no guarantee of the rate at which any such conversion will occur, if at all. Currency exchange rate fluctuations will also affect the value received by ADS holders from any dividends paid by us in respect of our equity shares. Holders of our ADSs will bear all of the risks with respect to a decline in the value of the Indian Rupee as compared to the US dollar, which would adversely affect the price of our ADSs and the US dollar value of any dividends we pay that are received by ADS holders.

Transfers of the underlying shares by persons resident outside India to residents of India are subject to certain pricing norms

Under current Indian regulations, subject to certain conditions, no prior regulatory approval is required for the sale of any equity shares, including any equity shares withdrawn from the ADS facilities, by a person resident outside India to a resident of India. However, certain reporting requirements would need to be complied with by the parties to the sale transaction. Also, the prior approval of the RBI would be required in the event of a sale of the equity shares underlying our ADSs by a non-resident investor to a resident investor if the sale price is greater than the maximum price set by the RBI under Indian foreign exchange laws. Any such approval required from the RBI or any other government agency may not be obtained on terms favorable to a non-resident investor, or at all.

Holders of ADSs may be restricted in their ability to exercise preemptive rights under Indian law and thereby may suffer future dilution of their ownership positions

Under the Indian Companies Act, the holders of equity shares of a company incorporated in India have a preemptive right to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares by the company, unless the preemptive rights have been waived by adopting a special resolution passed by 75% of the shareholders present and voting at a general meeting.

Holders of ADSs may be unable to exercise preemptive rights for the underlying equity shares of the ADSs unless a registration statement under the Securities Act of 1933, as amended, or the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act of 1933 is available. We are not obligated to prepare and file such a registration statement and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the depositary, which may sell the securities for the benefit of the holders of the ADSs. The value the depositary would receive from the sale of such securities cannot be predicted. To the extent that holders of ADSs are unable to exercise preemptive rights granted in respect of our equity shares represented by their ADSs, their proportional ownership interests in us would be diluted.

We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to US Holders

Based on the market prices of our equity shares and ADSs and the composition of our income and assets, including goodwill, although not clear, we do not believe we were a PFIC for United States federal income tax purposes for our taxable year ended March 31, 2014. However, the application of the PFIC rules is subject to uncertainty in several respects and, therefore, the US Internal Revenue Service may assert that, contrary to our belief, we were a PFIC for such taxable year. Moreover, although the asset test (defined below) is required to be calculated based on the fair market value of our assets, we did not do a valuation of our assets and our belief that we were not a PFIC for our taxable year ended March 31, 2014 is, in part, based on the book value of our assets. A non-United States corporation will be considered a passive foreign investment company, or PFIC, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce or are held for the production of passive income, or passive assets. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the aggregate value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ADSs and equity shares, fluctuations in the market price of the ADSs and equity shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. Accordingly, we cannot assure you that we will not be a PFIC for the taxable year that will end on March 31, 2014 or any future taxable year. If we were a PFIC for any taxable year during which a US Holder (as defined under “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation”) holds an ADS or an equity share, certain adverse United States federal income tax consequences could apply to the US Holder. See “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.”

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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of our Company

Important Events in the Development of SIIL

The Company was incorporated in Kolkata, the State of West Bengal, India as Rainbow Investment Limited on September 8, 1975 under the laws of India. Our name was subsequently changed to Sterlite Cables Limited on October 19, 1976 and then to Sterlite Industries (India) Limited on February 28, 1986.

Pursuant to the Re-organization Transactions (as explained below) becoming effective on August 17, 2013, our name changed to Sesa Sterlite Limited. A certificate of incorporation for change in name of the Company was filed with the Registrar of Companies, India on September 18, 2013. Our Company identification number is L13209GA1965PLC000044. Our registered office is presently situated at Sesa Ghor, 20, EDC Complex, Patto, Panaji, Goa 403001, India. The telephone number of our registered office is (91) 832 246 0600. The register of members of the Company is maintained at the registered office. Our website address is http://www.sesasterlite.com. Our agent for service of process in the United States is CT Corporation System and are located at 111 Eighth Avenue, New York, New York 10011.

SIIL was acquired by Mr. Anil Agarwal and his family in 1979. In 1988, SIIL completed an initial public offering of shares in India to finance in part its first polythene insulated jelly filled copper telephone cables plant. It discontinued production of polyvinyl chloride power and control cables and enameled copper wires in 1990 and in 1991 commissioned a continuous cast copper rod plant.

In 1997, in order to obtain captive sources of copper for the copper rod plant, it commissioned the first privately developed copper smelter in India at Tuticorin. In 2000, SIIL acquired CMT through Monte Cello, which owns the Mt. Lyell copper mine in Australia. The operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operations at the Mt. Lyell copper mine has been placed under care and maintenance following a rock falling on the ventilation shaft in June 2014.

In July 2000, the telecommunications cables and optical fiber business was spun-off into a new company, Sterlite Technologies Limited. The Agarwal family has substantial interests in Sterlite Technologies Limited. Sterlite Technologies Limited is not a part of our group companies.

SIIL acquired the aluminium business through the acquisition of a 51.0% interest in BALCO from the GoI on March 2, 2001. The exercise of our call option to purchase the remaining 49.0% of the shareholding of GoI in BALCO is still under dispute.

On April 11, 2002, SIIL acquired, through Sterlite Opportunities and Ventures Limited (“SOVL”), a 26.0% interest in HZL from the GoI and a further 20.0% interest through an open market offer. On November 12, 2003, SIIL acquired through SOVL, a further 18.9% interest in HZL following the exercise of a call option granted by the GoI, increasing SIIL’s interest in HZL to 64.9%. In addition, SOVL has a call option, which became exercisable on April 11, 2007 to acquire the GoI’s remaining ownership interest in HZL. As per the order of the High Court of Madras dated March 29, 2012, SOVL merged into SIIL. The exercise of this option has been contested by the GoI and is still under dispute.

On October 3, 2006, SIIL acquired 100% of Sterlite Energy from Mr. Anil Agarwal and Mr. Dwarka Prasad Agarwal, one of its directors until March 31, 2009, for a total consideration of Rs. 4.9 million ($ 0.1 million). Sterlite Energy was SIIL’s subsidiary through which it had set up a thermal coal-based 2,400 MW power facility in the State of Odisha.

In June 2007, SIIL completed an initial public offering of its shares in the form of ADSs in the US and its ADSs were listed on the NYSE. After this offering, Vedanta’s ownership interest, held through its subsidiaries, decreased to 59.9%.

In July 2008, Sterlite Energy was successful in an international bidding process and was awarded the construction of a 1,980 MW coal-based thermal commercial power plant at Talwandi Sabo in the State of Punjab, India. On September 1, 2008, Sterlite Energy completed the acquisition of TSPL for a purchase price of Rs. 3,868 million.

In July 2009, in connection with SIIL’s follow-on offering of ADS, each representing one equity share of par value Rs. 2, it issued 131,906,011 new equity shares in the form of ADSs, at a price of $ 12.15 per ADS, aggregating approximately $ 1,602.7 million. Out of 131,906,011 equity shares, 41,152,263 equity shares were allotted to its parent company, Twin Star, which is a wholly-owned subsidiary of Vedanta.

In October 2009, SIIL issued $ 500 million aggregate principal amount of 4% convertible senior notes. Subject to certain exceptions, these convertible senior notes were convertible, at the option of the holder, into ADSs at a conversion rate of 42.8688 ADSs per $ 1,000 principal amount of convertible senior notes, which was equal to a conversion price of approximately $ 23.33 per ADS. Upon the effectiveness of the Amalgamation and Re-organization Scheme, the conversion rate has been changed to 25.7213 ADSs per $ 1,000 principal amount of the convertible senior notes which is equal to a conversion price of approximately $ 38.88 per ADS. These convertible senior notes will mature on October 30, 2014, unless earlier repurchased or redeemed or converted.

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On May 10, 2010, SIIL agreed to acquire the zinc business of Anglo American Plc for a total consideration of Rs. 69,083 million ($ 1,513.1 million). The zinc business comprises of:

(1) a 100.0% stake in Skorpion which owns the Skorpion mine and refinery in Namibia;

(2) a 74.0% stake in BMM, which includes the Black Mountain mine and the Gamsberg Project, in South Africa; and

(3) a 100.0% stake in Lisheen, which owns the Lisheen mine in Ireland.

On December 3, 2010, SIIL announced the completion of the acquisition of 100.0% stake in Skorpion by Sterlite Infra Limited, wholly-owned subsidiary of SIIL for a consideration of Rs. 32,098 million ($ 706.7 million). On February 4, 2011, SIIL announced the completion of the acquisition of the 74.0% stake in BMM for a consideration of Rs. 11,529 million ($ 250.9 million), net of refund of $ 9.3 million. On February 15, 2011, SIIL announced the completion of the acquisition of 100.0% stake in Lisheen for a consideration of Rs. 25,020 million ($ 546.2 million). The purchase price for the zinc business was paid in US dollars and has been converted into Indian Rupees based on the exchange rate as on the date of each such acquisition.

On February 3, 2011, the board of SIIL approved the acquisition of 100% ownership of Malco Power Company Limited for a consideration of Rs. 0.5 million and Malco Industries Limited for a consideration of Rs. 1.3 million. The acquisition of Malco Power Company Limited and Malco Industries Limited was completed on February 19, 2011 and March 4, 2011, respectively. Malco Power Company Limited was renamed as Sterlite Ports Limited and it received its new certificate of incorporation on October 5, 2011. Malco Industries Limited was renamed as Sterlite Infraventures Limited and it received its new certificate of incorporation on January 23, 2012. Subsequent to the change in name of Malco Power Company Limited and Malco Industries Limited, the registered offices of both the companies were shifted from Mettur to Tuticorin in the state of Tamil Nadu.

On November 28, 2011, THL Zinc Holding B.V. acquired the entire outstanding share capital of Lakomasko BV for a consideration of $ 37.7 million from VRHL, a wholly owned subsidiary of Vedanta. Consequently, Lakomasko BV became the subsidiary of SIIL.

Consolidation and re-organization of Sesa Goa, SIIL, Vedanta Aluminium, Sterlite Energy and MALCO to form Sesa Sterlite and transfer of Vedanta’s shareholding in Cairn India to Sesa Sterlite

On February 25, 2012, Vedanta announced an all-share merger of Sesa Goa and SIIL to create Sesa Sterlite and to effect the consolidation and simplification of Vedanta’s corporate structure through two series of transactions (together the “Re-organization Transactions” consisting of the “Amalgamation and Re-organization Scheme” and the “Cairn India Consolidation”). On August 17, 2013, Re-organization Transactions became effective and the name of the merged entity was changed to Sesa Sterlite Limited with effect from September 18, 2013.

On August 19, 2013, Sesa Goa furnished to the SEC a notice, as required under Rule 12g-3(f) under the Exchange Act which provided that Sesa Goa was the successor issuer to SIIL under the Exchange Act. Further, the notice provided that the equity shares of Sesa Goa with a par value of Re. 1 each, would be traded in the United States in the form of ADSs, where each ADS would represent four equity shares of Sesa Goa and such ADSs would be deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(a) under the Exchange Act. The ADSs of Sesa Goa were registered for trading on the NYSE on September 13, 2013. On September 23, 2013, Sesa Goa submitted to the SEC that the name of Sesa Goa Limited was changed to Sesa Sterlite Limited following the approval from the Registrar of Companies, Goa on September 18, 2013.

Our equity shares are listed and traded on the NSE and the BSE. Our American Depositary Receipts (“ADRs”) are quoted on the NYSE (NYSE:SSLT). Our equity shares have been included in BSE Sensex, a diversified index of 30 Indian stocks listed on the BSE since July 28, 2008. Our equity shares continue to remain listed in Sensex after the completion of the Re-organization Transactions. Sesa Goa was a part of CNX Nifty (“Nifty”) since October 2010 and after the completion of the Re-organization Transactions, we continue to be a part of Nifty.

Our equity shares are beneficially held by the Twin Star, Finsider, Westglobe and Welter Trading, which are in turn wholly-owned subsidiaries of Vedanta. Twin Star, Finsider, Westglobe and Welter Trading held 42.0%, 13.5%, 1.5%, 1.3%, respectively, of our share capital as of March 31, 2014. Twin Star’s shareholding in us has been subsequently raised to 45.0% as of July 31, 2014.

The Amalgamation and Re-organization Scheme

The Amalgamation and Re-organization Scheme was made effective in the month of August 2013. In accordance with the Amalgamation and Re-organization Scheme

i. SIIL merged with and into Sesa Goa through the issue of Sesa Goa shares to SIIL shareholders (other than MALCO) on a 3 for 5 basis resulting in the issue of 1,944,874,125 Sesa Goa shares to SIIL shareholders. The holders of SIIL ADSs received 3 Sesa Goa ADSs for every 5 existing SIIL ADSs. The outstanding convertible bonds of SIIL have become convertible bonds of Sesa Goa with equivalent rights and obligations;

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ii. MALCO’s power business was sold to Vedanta Aluminium for cash consideration of Rs. 1,500 million;

iii. MALCO merged with and into Sesa Goa through the issue of Sesa Goa shares to the shareholders of MALCO on a 7 for 10 basis, resulting in the issue of 78,724,989 Sesa Goa shares to the shareholders of MALCO and therefore MALCO’s holding in SIIL was cancelled;

iv. Sterlite Energy merged with and into Sesa Goa for no consideration;

v. Vedanta Aluminium’s aluminium business merged with and into Sesa Goa for no consideration; and

vi. Through a separate but concurrent amalgamation under Indian and Mauritian law, Ekaterina Limited, a Mauritian company and a wholly owned subsidiary of Vedanta which held Vedanta’s 70.5% ownership interest in Vedanta Aluminium, merged with and into Sesa Goa. SIIL held the remaining 29.5% of the shares of Vedanta Aluminium and upon this concurrent amalgamation scheme becoming effective, Vedanta Aluminium became a wholly-owned subsidiary of Sesa Sterlite.

Subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Bombay at Goa was filed by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs at the Supreme Court of India. Further, a creditor and a shareholder have challenged the Amalgamation and Re-organization Scheme in the High Court of Madras. These petitions are pending for hearing and admission.

Cairn India Consolidation

Prior to the Re-organization Transactions, Sesa Goa along with one of its subsidiaries Sesa Resources Limited, held 20.1% of the total outstanding equity share capital of Cairn India. Pursuant to the share purchase agreement, dated February 25, 2012 between BFL, a wholly owned subsidiary of Sesa Goa and VRHL, BFL acquired 38.68% shareholding in Cairn India and an associated debt of $5,998 million by way of acquisition of TEHL, for a nominal cash consideration of $1. With effect from August 26, 2013, TEHL, TMHL and Cairn India (including all of its subsidiaries) have become subsidiaries of the Sesa Goa. As a result, Sesa Sterlite held 58.76% of the total shareholding of Cairn India as of August 26, 2013.

Acquisition of Power Assets

Through a slump sale agreement dated August 19, 2013 between Vedanta Aluminium and Sesa Goa, the power business consisting of 1,215 MW thermal power facility situated at Jharsuguda and 300 MW co-generation facility (90MW operational and 210 MW under development) at Lanjigarh, was purchased by the Company at a consideration of Rs. 28,929 million ($482.2 million).

Brief History of Sesa Goa

Sesa Goa was incorporated as a private company under the laws of India in Panaji, state of Goa, India on June 25, 1965 as Sesa Goa Private Limited. It became a public limited company following a public offering of its shares in 1981. In 2007, Vedanta, through its subsidiaries, acquired 51.0% of Sesa Goa Limited from Mitsui Co. Ltd. which was subsequently increased to 55.13% by fiscal year 2013.

On June 11, 2009, Sesa Goa entered into a share purchase agreement with the shareholders of V.S. Dempo & Co. Private Limited (which later changed its name to Sesa Resources Limited) pursuant to which Sesa Goa agreed to purchase the entire issued share capital of Sesa Resources Limited for a total consideration of Rs. 17,500 million ($291.6 million) on a debt-free and cash-free basis other than with respect to two loans owed to Mitsui and the Bank of India, New York. The transaction included the purchase of the entire issued share capital of Sesa Resources’ wholly-owned subsidiary, Sesa Mining Corporation Limited, and 50.0% of the share capital held by Sesa Resources Limited in Goa Maritime Private Limited. The assets acquired include mining leases, mining rights and related infrastructure in Goa.

In October 2009, Sesa Goa issued 5,000 5% convertible bonds of an aggregate principal amount of $500 million. Subject to certain exceptions, the convertible bonds are convertible, at the option of the holder, into ADSs at a conversion rate of 13,837.64 ADSs per $100,000 principal amount of convertible bonds, which is equal to a conversion price of approximately $7.23 per ordinary share. The convertible bonds will mature on October 30, 2014, unless earlier repurchased or redeemed or converted. As of March 31, 2014, 2,168 of these convertible bonds were outstanding and the remaining bonds had been already converted to equity.

On July 25, 2011, Sesa Goa entered into a share purchase and operation agreement with Elenilto Minerals & Mining LLC, WCL and BFL, pursuant to which BFL agreed to acquire 51.0% of the fully diluted ordinary share capital of WCL for a cash consideration of $90 million. Subsequently, on December 20, 2012, BFL acquired the remaining 49.0% of the fully diluted ordinary share capital of WCL from Elenilto Minerals & Mining LLC for $33.5 million.

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On December 8, 2011, Sesa Goa along with its subsidiary Sesa Resources Limited, completed the acquisition of 20.1% of the equity share capital of Cairn India. As of this date, Vedanta had a total ownership interest of 58.76% (including equity interests held through its other subsidiary, TMHL).

On March 1, 2012, Sesa Goa acquired 100% of the equity share capital of Goa Energy Private Limited engaged in the business of power generation from Videocon Industries at a consideration of $9.5 million. The name was subsequently changed to Goa Energy Limited in September 2012.

B. Business Overview

OUR INDUSTRY

Unless otherwise indicated, all data relating to the zinc, copper and aluminium industries contained in this Annual Report is primarily derived from Wood Mackenzie and other industry sources. Unless otherwise indicated, all data relating to the oil and gas industry contained herein is primarily derived from BP Statistical Review of World Energy June 2014. Unless otherwise indicated, all data relating to the iron ore industry contained herein is primarily derived from the Bureau of Resources and Energy Economics, Australia (“BREE”) and the United States Geological Survey (“USGS”).

Unless otherwise indicated, all financial and statistical data relating to the power industry in India in the following discussion is derived from the Ministry of Power’s Annual Report (2005-06 to 2012-13), the Central Electricity Authority of India’s General Review (2004-05 to 2013-14), and the Ministry of Power website. The data may have been re-classified for the purpose of presentation. Unless otherwise indicated, the data presented excludes captive power generation capacity and captive power generation. The term “units” as used herein refers to kilowatt-hours or kWh.

Unless otherwise stated, the years mentioned in this disclosure contained herein are calendar years.

Zinc

Global Zinc Market

Background

According to Wood Mackenzie, the principal use for zinc in the West is galvanizing, which involves coating steel with zinc to guard against corrosion. Galvanizing, including sheet, tube, wire and general galvanizing, accounted for approximately 59% of world consumption of zinc. The main end-use industries for galvanized steel products are the construction and infrastructure industries, automobile manufacturing, consumer products and industrial machinery manufacturers, and it is these industries on which zinc consumption ultimately depends. Other major uses for zinc include die-casting alloys (14%), brass semis and castings (11%) and oxides and chemicals (9%). Alloys are principally used in vehicles, toys and hardware etc.

The end-user market is dominated by the construction industry, with 50% of global end-use zinc consumption, followed by the transport sector (21%), infrastructure (16%), industrial machinery (7%) and consumer products (6%), according to Wood Mackenzie.

The zinc industry has three broad categories of producers:

• Miners, which mine the lead-zinc ore and produce zinc concentrate for sale to smelters, and usually receive payment for 85% of the zinc contained in the concentrate less a Treatment Charge (“Tc”);

• Smelters, which purchase concentrate and sell refined metal, with some smelters also having some integrated production downstream; and

• Integrated producers, which are involved in both the mining and smelting of zinc.

For custom smelters, Tc rates have a significant impact on profitability, as prices for zinc concentrate are equal to the LME price net of Tc, and prices of finished zinc products are equal to the LME price plus a premium. A significant proportion of concentrates is sold under frame contracts and Tcs’ are negotiated annually. The main conditions of the contract which are subject to negotiation are the Tcs that are expressed in US dollars per dry metric ton of concentrate and price participation (under long-term contracts). The Tc rates are influenced by the demand-supply situation in the concentrate market, prevailing and forecasted LME prices and mining and freight costs.

Global Zinc Reserves

As of December 31, 2013, global zinc reserves were estimated to be 250 million tons, according to preliminary estimates by the USGS, Australia, China, Peru, Mexico and India collectively account for 64% of world reserves.

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The following table sets forth world zinc reserves:

	Reserves
	(in million tons)
Australia		64.0
China		43.0
Peru		24.0
Mexico		18.0
India		11.0
United States		10.0
Kazakhstan		10.0
Canada		7.0
Bolivia		5.2
Ireland		1.3
Other countries		57.0
World Total (rounded)		250.0

Source: USGS, Mineral Commodity Summaries, January 2014

Zinc Consumption

Global zinc consumption grew 3.6% in 2013, from a volume of 12.8 million tons in 2012 to 13.3 million tons in 2013 according to Wood Mackenzie.

Asia, Europe and North America together accounted for approximately 90.8% of global zinc consumption in 2013. Turkey, the Russian Federation, Thailand, Indonesia, China and South Korea, followed by India, are among the fastest growing substantial zinc markets in the world with a compounded annual growth rate (“CAGR”) of 15.8%, 13.6%, 12.2%, 11.3%, 10.3%, 8.0% and 6.6% respectively between 2009 and 2013. China and India are expected to lead future growth as well.

The following table sets forth the regional consumption pattern of refined zinc in 2013:

	Year Ended December 31, 2013
	Volume		%
	(thousands of tons, except percentages)
Europe		2,224		16.7	%
China		6,063		45.6	%
Rest of Asia(1)		2,216		16.7	%
North America		1,403		10.6	%
Latin America		454		3.4	%
India		639		4.8	%
Oceania		157		1.2	%
Africa		138		1.0	%
Total (rounded)		13,295		100.0	%

Notes:

(1) The Rest of Asia is defined as Asia excluding China and India, but including the Middle East and Russia.

Source: Wood Mackenzie Metals Market Service Report—Long Term Outlook, March 2014

Zinc Supply

According to Wood Mackenzie, the five largest zinc mining countries are China (36.4%), Australia (11.5%), Peru (9.7%), India (6.4%) and the United States (5.8%). These countries collectively accounted for 69.8% of total zinc mined worldwide in 2013. The five largest zinc mining companies in 2013 were Glencore Xstrata (6.7%), HZL (6.4%), Teck Cominco Limited (4.8%), Minmetals Resources Limited (4.6%) and Votorantim (2.3%).

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The following table sets forth the regional production pattern of zinc mines in 2013:

	Year Ended December 31, 2013
Region	Volume		%
	(thousands of tons, except percentages)
Europe		929		7.2	%
China		4,700		36.4	%
Rest of Asia(1)		1,026		7.9	%
North America		1,766		13.7	%
Latin America		1,884		14.6	%
India		827		6.4	%
Oceania		1,481		11.5	%
Africa		314		2.3	%
Total		12,927		100.0	%

(1) The Rest of Asia is defined as Asia excluding China and India, but including the Middle East and Russia.

Source: Wood Mackenzie Metals Market Service Report—Long Term Outlook, March 2014

With a production of 5.3 million tons of refined zinc in 2013, China is the largest single zinc-producing country in the world. The other major zinc producing countries South Korea (6.9%), India (6.2%), Canada (5.0%) and Japan (4.4%) account for approximately 63.0% of total global refined zinc production. The five largest zinc producing companies in 2013 were Korea Zinc Company Limited (8.4%) Nyrstar NV (8.3%), HZL (5.8%), Glencore Xstrata (5.1%), and Votorantim Group (4.5%), which together accounted for about 32.0% of the total refined zinc produced worldwide in 2013.

The following table sets forth the regional production pattern of refined zinc in 2013:

	Year Ended December 31, 2013
Region	Volume		%
	(thousands of tons, except percentages)
Europe		2,114		16.3	%
China		5,270		40.6	%
Rest of Asia(1)		2,275		17.5	%
North America		1,228		9.5	%
India		802		6.2	%
Latin America		664		5.1	%
Oceania		498		3.8	%
Africa		139		1.0	%
Total		12,989		100.0	%

Notes:

(1) The Rest of Asia is defined as Asia excluding China and India, but including the Middle East and Russia.

Source: Wood Mackenzie Metals Market Service Report—Long Term Outlook, March 2014

Pricing

Zinc is traded on the LME. Although prices are determined by LME price movements, producers normally charge a regional premium that is market driven.

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During 2013, zinc prices remained lower due to excess supply, with the annual average price per ton declining by 2% to $1,910 by year end. However, zinc still outperformed all other base metals due to relatively stronger demand fundamentals. This was largely a result of a decline in Chinese smelter production last year on account of low margins, which resulted in a surplus in the China and global concentrate markets.

The following table sets forth the movement in zinc prices from 2004 to 2013:

	Year ended December 31
Zinc Prices	2004		2005		2006		2007			2008			2009			2010		2011		2012			2013
	($ per ton, except percentages)
LME Cash Price		1,048		1,381		3,272		3,248			1,870			1,658			2,158		2,190		1,946			1,910
% Change		26.5		31.8		136.9		(0.7	)		(42.4	)		(11.3	)		30.1		1.5		(11.1	)		(1.9	)

Source: Wood Mackenzie Metals Market Service Report—Long Term Outlook, March 2014

The last closing LME zinc cash price was $1,985 per ton as of March 31, 2014.

Indian Zinc Market

Background

India has substantial zinc resources: according to the Indian Minerals Yearbook 2012, India had approximately 36.7 million tons of zinc resources as on April 1, 2010. The USGS estimates India’s zinc reserves to be around 11 million tons, making it the fifth largest country in terms of zinc reserves globally (USGS, Mineral Commodity Summaries, February 2014). The Indian zinc industry has only two domestic producers. The leading producer is our majority-owned subsidiary, HZL. HZL had an estimated 89.0% market share in India in fiscal year 2014, according to the Indian Lead and Zinc Development Association (“ILZDA”). The other producer is Binani Zinc Limited (“Binani Zinc”), with a 3% Indian market share by sales volume in fiscal year 2014.

Consumption Pattern

According to Wood Mackenzie, consumption of refined zinc in India reached 638,937 tons during 2013. The principal use of zinc in the Indian market is in the galvanizing sector, which currently accounts for an estimated 77.0% of total consumption.

Wood Mackenzie forecasts Indian refined zinc demand to increase at a CAGR of 5.7% from 670,211 tons in 2014 to 941,913 tons in 2020.

Pricing and Tariff

Indian zinc prices track global prices as the metal is priced on the basis of the landed costs of imported metal.

The following table sets out the customs duties that were applicable on zinc for the periods indicated:

	January 3, 2009 to present
Zinc		5.0	%

In addition, the Finance Act (2 of 2004) of India levied an additional surcharge of 3.0% on the total customs duty payable.

Market Outlook

Global zinc outlook

Global zinc demand is forecasted to grow at 5.3% in 2014 as per Wood Mackenzie. China will continue to remain the dominant driving force as galvanized sheet usage in cars and construction activity is expected to grow, supported by the gradual recovery in global economic activity.

China’s zinc consumption will continue to drive the global zinc demand growth based on Wood Mackenzie’s forecast. The total consumption of slab zinc in China is expected to grow from 6.1 million tons in 2013 to 8.2 million tons in 2017. That would translate to China’s consumption growth at a CAGR of 7.8% between 2013 and 2017, which compares to global consumption growth at a CAGR of 5.0% for the same period and to the world (excluding China consumption growth) at an expected CAGR of 2.4% for the same period.

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According to Wood Mackenzie, between 2013 and 2030, new zinc projects and expansions will increase production by almost 0.5 million tons per annum. The average size of new zinc mine projects is quite modest, at around 45,000 tons per annum. However, five are quite substantial: Dugald River (Australia), Bisha (Eritrea), Sanguikou (China), Kyzyl Tashtygskoe (Russia) and Caribou (Canada). Expansion or increase in production capacity at 67 mines globally will add about 1.3 million tons per annum. One hundred twenty-eight existing producers are forecast to close due to reserve depletion by 2030, resulting in the loss of 5.7 million tons per annum. In addition, twenty-two mines which collectively produced 3.3 million tons per annum in 2013 will produce only 2.5 million tons per annum by 2030, resulting in a loss of 0.8 million tons per annum of output by attrition.

Indian zinc outlook

The Indian zinc demand witnessed strong growth in 2013 primarily on account of demand from the galvanized sheet sector. This growth is expected to continue as new zinc applications and investment in infrastructure projects are expected to increase domestic demand.

Global Oil and Gas Market

Background

According to the International Monetary Fund (“IMF”), the global economy grew at 3.0% during 2013, slightly lower than the previous year’s 3.1%. Global economic activity picked up during the second half of 2013, with Euro zone moving from recession to recovery, and emerging markets seeing increased demand for exports. The world economy is expected to grow at 3.7% and 3.9% in 2014 and 2015, respectively.

Driven by the economic recovery in the developed world, global oil demand expanded at a rate of 1.4% in 2013, with global oil demand increasing to 91.2 mmbopd, a rise of 1.2 mmbopd vis-à-vis 2012. The Americas and Asia-Pacific witnessed an increase in demand of 0.6 mmbopd and 0.4 mmbopd, respectively.

(Source: International Energy Agency February 2014 Oil Market Report)

The global consumption for natural gas grew by 1.4% in 2013 to 3,347.6 bcm, a rise of 36.8 bcm over gas consumption in 2012. The increase in natural gas consumption in North America and Asia-Pacific in 2013 over 2012 was 20.6 bcm and 12.1 bcm, respectively. Europe and Eurasia saw a 1.4% decrease in gas consumption in 2013 versus 2012, with total gas consumption in 2013 decreasing to 1,064.7 bcm. (Source: BP Statistical Review of World Energy June 2014)

Global Oil and Gas Reserves

As of December 31, 2013, global oil reserves were estimated to be 1,687.9 billion barrels, and global gas reserves were estimated at 185.7 tcm. In 2013, Venezuela, Saudi Arabia, Canada, Iran and Iraq had the majority of the oil reserves, collectively accounting for nearly 62.0% of the world’s reserves. On the other hand, Iran, Russian Federation, Qatar, Turkmenistan and United States of America have the majority of the gas reserves, together accounting nearly for 62.7% of the world’s reserves in 2013.

The following table summarizes the current distribution of the world’s oil reserves:

	As of December 31, 2013
	Oil
Country	Reserves		Share of Total
	(In billion barrels)		(in percentage)
Venezuela		298.3		17.7	%
Saudi Arabia		265.9		15.8	%
Canada		174.3		10.3	%
Iran		157.0		9.3	%
Iraq		150.0		8.9	%
Kuwait		101.5		6.0	%
UAE		97.8		5.8	%
Russian Federation		93.0		5.5	%
Libya		48.5		2.9	%
US		44.2		2.6	%
Nigeria		37.1		2.2	%
Kazakhstan		30.0		1.8	%
Other Countries		190.3		11.2	%
World Total		1,687.9		100.0	%

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The following table summarizes the current distribution of the world’s gas reserves:

	As of December 31, 2013
	Natural Gas
Country	Reserves		Share of Total
	(In tcm)		(in percentage)
Iran		33.8		18.2	%
Russian Federation		31.3		16.8	%
Qatar		24.7		13.3	%
Turkmenistan		17.5		9.4	%
US		9.3		5.0	%
Saudi Arabia		8.2		4.4	%
United Arab Emirates		6.1		3.3	%
Venezuela		5.6		3.0	%
Nigeria		5.1		2.7	%
Algeria		4.5		2.4	%
Australia		3.7		2.0	%
Iraq		3.6		1.9	%
Other Countries		32.3		17.6	%
World Total		185.7		100.0	%

Source: BP Statistical Review of World Energy June 2014

Global Oil and Gas consumption and production

In 2013, global oil consumption grew by 1.4 mmbopd, or 1.4%. This growth was below the historical average. Global oil consumption increased from 89,931 kbopd in 2012 to 91,331 kbopd in 2013, according to BP Statistical review.

The United States was the largest consumer of oil in 2013, with a global market share of around 19.9% followed by China at 12.1%, Japan at 5.0% and India at 4.2%.

Natural gas demand grew at 1.4%, with consumption rising from 3.31 tcm in 2012 to 3.35 tcm in 2013. The US is the largest consumer of natural gas, with annual demand of 0.7 tcm. American demand alone accounts for 22.2% of global demand. Other prominent consumers of natural gas are Russia and Iran, accounting for 12.3% and 4.8%, respectively.

The following table sets forth the regional consumption pattern for oil and gas:

	Year Ended December 31, 2013
	Oil Volumes					Gas Volumes
	(in kbopd)		%			(in bcf  per day)		%
North America		23,292		24.5	%		89.3		27.8	%
US		18,887		19.9	%		71.3		22.2	%
Others		4,405		4.6	%		18		5.6	%
South & Central America		6,775		7.4	%		16.3		5.0	%
Argentina		636		0.7	%		4.6		1.4	%
Brazil		2,973		3.2	%		3.6		1.1	%
Others		3,166		3.5	%		8.1		2.5	%
Europe & Eurasia		18,645		21.0	%		103		31.7	%
Russia		3,313		3.7	%		40		12.3	%
Germany		2,382		2.7	%		8.1		2.5	%
France		1,683		1.9	%		4.1		1.3	%
Others		11,267		12.7	%		50.8		15.7	%
Middle East		8,526		9.2	%		41.4		12.8	%
Saudi Arabia		3,075		3.2	%		10		3.1	%
Iran		2,002		2.2	%		15.7		4.8	%
Others		3,449		3.8	%		15.7		4.9	%
Africa		3,624		4.1	%		11.9		3.7	%
Asia Pacific		30,470		33.8	%		61.8		19.0	%
China		10,756		12.1	%		15.6		4.8	%
Japan		4,551		5.0	%		11.3		3.5	%
India		3,727		4.2	%		5		1.5	%
Others		11,436		12.5	%		29.9		9.2	%
Global Total		91,331		100.0	%		323.9		100.0	%

Source: BP Statistical Review of World Energy June 2014

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Global oil production increased by 0.6%, in 2013, bringing total production from 86.2 mmbopd in 2012 to 86.8 mmbopd in 2013 according to the BP Statistical Review published in June 2014. Saudi Arabia was the largest producer of oil in 2013, with a global market share of 13.1%. The next largest producers were Russia at 12.9% and the US at 10.8%.

Global gas production increased by 1.1% from 322.6 bcf per day in 2012, to 326.0 bcf per day in 2013. The US was the largest producer of natural gas at 66.5 bcf per day with global market share of 20.6% during the year ended December 31, 2013, followed by Russia at 17.9% in the same period.

The following table sets forth the regional production pattern for oil and gas:

	Year Ended December 31, 2013
	Oil Volume		%			Gas Volume		%
	(in kbopd)					(in bcf per day)
North America		16,826		18.9	%		87.0		26.9	%
US		10,003		10.8	%		66.5		20.6	%
Others		6,823		8.1	%		20.5		6.3	%
South & Central America		7,293		9.1	%		17.1		5.2	%
Venezuela		2,623		3.3	%		2.8		0.8	%
Brazil		2,114		2.7	%		2.1		0.6	%
Others		2,556		3.1	%		12.2		3.8	%
Europe & Eurasia		17,281		20.3	%		99.9		30.6	%
Russia		10,788		12.9	%		58.5		17.9	%
Others		6,493		7.5	%		41.4		12.7	%
Middle East		28,358		32.2	%		55.0		16.8	%
Saudi Arabia		11,525		13.1	%		10.0		3.0	%
Others		16,833		19.1	%		45.0		13.8	%
Africa		8,818		10.1	%		19.8		6.0	%
Nigeria		2,322		2.7	%		3.5		1.1	%
Others		6,496		7.4	%		16.3		4.9	%
Asia Pacific		8,232		9.5	%		47.3		14.5	%
China		4,180		5.0	%		11.3		3.5	%
India		894		1.0	%		3.3		1.0	%
Others		3,158		3.5	%		32.7		10.0	%
Global Total		86,808		100.0	%		326.0		100.0	%

Source: BP Statistical Review of World Energy June 2014

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Pricing

Prices of various crude oils are based upon the prices of the key physical benchmark crude oils such as Brent, West Texas Intermediate, and Dubai/Oman etc. Crude oil prices move based upon market factors like supply and demand. Regional producers price their crude against benchmark crude prices by placing a premium or a discount over the benchmark based on the quality differentials and competitiveness of the various grades.

In fiscal year 2014, the Europe Brent spot prices averaged around $107.5 per barrel, or around 2.2% below the fiscal year 2013 average. The Europe Brent Spot traded within a range of $97-117 per barrel during fiscal year 2014, ending the year at $105.9 per barrel according to US Energy Information Administration (Europe Brent Spot Price F.O.B (Dollars per Barrel), Release Date-June 25, 2014).

The movement of annual average oil prices from 2004 to 2013 was as follows:

	2004			2005			2006			2007			2008			2009			2010			2011			2012			2013
Europe Brent Spot Price, USD/barrel		38.3			54.6			65.2			72.4			96.9			61.7			79.6			111.3			111.6			108.6
% Change		32.6	%		42.6	%		19.4	%		11.2	%		33.8	%		(36.3	%)		28.9	%		39.8	%		0.3	%		(2.7	%)

Source: US Energy Information Administration (Europe Brent Spot Price F.O.B (Dollars per Barrel), Release Date-June 25, 2014)

As there is no single global market for natural gas, natural gas market is evolving differently in different geographic areas. Globally, there are three main regional hubs for the pricing of natural gas: the United States (Henry Hub Prices), the United Kingdom (NBP Price), and Japan (imported gas price, mostly linked to crude oil).

Indian Oil and Gas Market

Background

According to the BP Statistical Review of World Energy June 2014, India is a refining surplus country, with a total refining capacity of 4,319 kbopd. However, the country is primarily dependent upon crude oil imports to meet its demand. Domestic crude oil only contributes about 21% of its total refining demand.

National oil companies like ONGC and Oil India Limited are the primary producers of crude oil in India, together accounting for approximately 68% of domestic production. Cairn India is a major private producer, with a net operating production of 88,320 bopd in the fiscal year 2014.

India is a gas deficient country with domestic production of 33.7 billion cubic meters with total liquefied natural gas imports of 17.8 billion cubic meters during the fiscal year 2014 according to BP Statistical review of World Energy June 2014.

Nationalised oil companies like ONGC and Oil India Limited are the primary producers of natural gas in India, with Reliance Industries Limited being the dominant private producer. Fertilizer units, gas-based power plants, city-gas distribution entities and industrial consumers are the primary consumers of natural gas produced in India. For fiscal year 2014, Cairn India had a net operating production of 11 mmscfd.

Consumption Pattern

According to BP Statistical Review June 2014, India was the fourth largest consumer of oil after the United States, China and Japan, consuming 3,727 kbopd of oil in 2013. On the other hand, India accounted for 1.5% of global gas consumption with a daily consumption of 5.0 bcf in 2013.

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Pricing & Tariff

Domestic Indian crude oil is also priced with reference to international benchmark crude, with appropriate adjustments for quality differences. At present, there is no duty imposed on imported oil, whereas domestic crude oil sales are subjected to local levies (central sales tax or value added tax). The current applicable tax rates for crude oil are as follows:

Central Sales Tax	2.0	%
Value Added Tax	5.0	%

There are broadly two pricing regimes for gas in India: one for the gas priced under the administered pricing mechanism, and the other for the non-administered pricing mechanism or free-market gas. The price of administered pricing mechanism gas is set by the GoI and for others it is determined based on provisions of respective production sharing contracts. Domestic natural gas sales are subjected to local levies such as Central Sales Tax and Value Added Tax.

The current applicable tax rates for natural gas are as under:

Central Sales Tax	2.0	%
Value Added Tax	14.5% / 15.0	%

Iron Ore

Global Iron Ore Market

Background

Iron ore is the key raw material used to make pig iron and steel. According to the Mineral Information Institute, 98% of mined iron ore is used to produce steel.

The iron ore itself is usually found in the form of magnetite, hematite, goethite, limonite or siderite. Hematite is also known as “natural ore”. The name refers to the early years of mining, when certain hematite ores contained 66% iron and could be fed directly into iron making blast furnaces.

The iron ore industry has two broad categories of producers:

1. Mining companies with a focus on extracting different metals and minerals including iron ore; and

2. Steel companies, who mine and produce iron ore to benefit from security of supply of its key raw materials.

In recent years, steel producers have increasingly secured their iron ore supplies through long-term contracts, strategic investments in iron ore projects, and acquisitions of iron ore producers.

World Iron Ore Reserves

As of December 31, 2013, global crude iron ore reserves were estimated at 170 billion tons according to the preliminary estimates by the USGS as published in February 2014. Australia, Brazil, Russia, China and India collectively account for approximately 71.8% of world crude iron ore reserves.

The following table sets for the world iron ore reserves as of December 31, 2013:

	Crude Ore		Iron Content
	(million ton)
Australia		35,000		17,000
Brazil		31,000		16,000
Russia		25,000		14,000
China		23,000		7,200
India		8,100		5,200
United States		6,900		2,100
Ukraine		6,500		2,300
Canada		6,300		2,300
Venezuela		4,000		2,400
Sweden		3,500		2,200
Iran		2,500		1,400
Kazakhstan		2,500		900
South Africa		1,000		650
Other countries		14,000		7,100
World total (rounded)		170,000		81,000

Source: USGS, Mineral Commodity Summaries, February 2014

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World trade in iron ore

Global iron ore trade increased by 6.0% in 2013 to a total of 1.23 billion tons. China imported an additional 75 million tons, while Australia supplied an additional 87 million tons. In 2014, world trade in iron ore is forecast to increase by 7.0%, compared with 2013, to total of 1.32 billion tons. Over the medium term, world iron ore trade is projected to increase at an annual average rate of 3.6% to reach 1.57 billion tons in 2019. The chief source of import demand is projected to originate in China; while additional exports are projected to come primarily from Australia and Brazil, according to BREE.

The following table sets for the world iron ore trade (million tons)

Year Ended December 31,	2013
Iron ore imports
European Union		128
Japan		136
China		820
South Korea		63
Iron ore exports
Australia		579
Brazil		330
India (net exports)		9
Canada		36
South Africa		48
World trade		1,225

Sources: BREE Resources and Energy Quarterly, March Quarter 2014

Iron ore imports

In 2014, China’s imports of iron ore are forecast to increase 6.0%, relative to 2013, to total 872 million tons. Over the medium term, Chinese steel producers are expected to increase their reliance on imported ore. This is expected due to the projected increasingly abundant amount of high quality and comparatively cheap ores from international suppliers, particularly those in Australia and Brazil.

As additional supply comes online in these countries and places downward pressure on traded prices, the low quality and high cost Chinese domestic ore is expected to be pushed out of the market. From 2015 to 2019, China’s imports are projected to grow at an average annual rate of 5.0%, to total 1.12 billion tons—or around 70.0% of world trade—in 2019. Imports into the European Union are expected to dip in line with steel production before increasing in the latter part of the outlook period to total 128 million tons in 2019. Japan’s iron ore imports are projected to decrease by 0.3% a year on average to total 134 million tons in 2019. South Korea’s imports are projected to increase at an average annual rate of 1.3% a year over 2014 to 2019 to total 68 million tons in 2019. The moderation in import demand into these two economies is in proportion with changes in steel production.

Iron ore exports

In 2014, Australia’s iron ore exports are forecast to increase by 19.0%, compared with 2013, to total 687 million tons. The increase will be supported by forecast higher production from recently commissioned projects from Australia’s iron ore majors. This includes Rio Tinto’s recently completed Namuldi Expansion (26 million tons a year), Brockman 4 (stage 2; 18 million tons), Hope Downs 4 (15 million tons), Western Turner Syncline II (9 million tons); BHP Billiton’s Jimblebar project (35 million tons); and Fortescue’s Chichester (40 million tons) and Solomon hub expansions (60 million tons). These projects ramping up to full capacity, combined with CITIC Pacific’s Sino iron project (24 million tons) and Hancock Prospecting’s Roy Hill project (55 million tons), amongst others, are projected to support continued growth in Australia’s iron ore exports. Australia’s exports of iron ore are projected to grow at an average annual rate of 4.4%, to reach 851 million tons in 2019.

Brazil’s iron ore exports are forecast to increase by 9.0% in 2014, relative to 2013, to total 361 million tons, and are projected to increase at an annual average rate of 6.0% and to reach 486 million tons in 2019. The growth in exports is expected to be sourced

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primarily from expansions and new projects in the Carajas and South-East iron ore systems that are scheduled for completion over the medium term. The largest of these projects is Vale’s 90 million ton annual capacity S11D, or Serra Sul, project that is scheduled to commence operation by 2019.

In 2014, India’s net exports are forecast to total 11 million tons. Bans on mining in India’s key iron ore producing states are expected to continue to impact on production over the next few years. While the ban on exports from the Indian state of Karnataka has been lifted, production is still capped at 30 million tons a year. The state government of Goa is expected to come out with a mining policy, post which mining is expected to be resumed in the state. Even after resumption of mining in this state, it is expected that production, and exports, will take some time to return to full capacity. The recently introduced 5.0% export duty on iron ore pellets to discourage exports is also expected to limit India’s return to supplying seaborne markets. Over the remainder of the outlook period, India’s net exports of iron ore are projected to increase initially, as mining activity increases in response to relaxing and removal of mining bans. Later in the period, higher domestic requirements associated with higher domestic steel production are projected to reduce the quantities of ore available for export. In 2019, net exports are projected to total around 10 million tons. There is an upside risk to this projection which could occur if mining activity increases faster than expected.

Exports from West Africa are not projected to have a significant impact on world markets over the medium term. The large infrastructure investment required to enable large-scale exports of bulk commodities will be a limiting factor during a period likely to be characterised by more efficient allocation of capital, lower risk tolerances and higher expected returns on investment. Brownfield developments in established producing regions are assessed as a more commercially viable option for supplying the growing demand in key Asia-Pacific markets over the medium term.

Consumption and Supply

Global consumption and supply of iron ore closely reflects consumption and supply scenario in steel, as about 98% of the global iron ore production is used in steel making.

World steel consumption

World steel consumption in 2013 is estimated to have increased by 2.9% to total 1.59 billion tons. The chief driver of this growth was a 6.0% increase in China’s consumption. For other major steel consuming economies, estimated lower rates of consumption growth can be attributable to lower investment growth in infrastructure and fixed assets. In 2014, world steel consumption is forecast to increase by 2.7%, relative to 2013, to total 1.63 billion tons. The forecast growth is expected to be supported by investment in fixed capital and infrastructure in emerging economies, particularly in Asia. Over the period 2015 to 2019, world steel consumption is projected to increase at an average annual rate of 1.9% to total 1.79 billion tons in 2019. Continued economic growth, fixed capital formation and on-going urbanisation are expected to support projected robust growth in steel consumption in emerging economies. Steel consumption in most developed economies is projected to grow, albeit at a moderate rate as these economies already have higher levels of capital stock. (source: BREE)

China was the world’s largest consumer of steel in 2013, accounting for around 46.0% of world consumption. Steel consumption is estimated to have increased by 6.0%, to total 729 million tons for the year. Credit restrictions that have tightened up housing investment and a decrease in investment in railway networks dampened growth in the latter part of 2013. The effects of this have continued over into the start of 2014; however, while credit controls are expected to remain in place, government spending programs are expected to result in a rebound in steel consumption throughout the remainder of 2014.

The Chinese government has announced several fiscal spending programs for the period 2014 to 2020. The programs are aimed at expanding urbanisation, including improving the quality of urban housing stock and building more transportation infrastructure, both of which are steel intensive. The programs are expected to support forecast consumption growth of 3.0% in 2014 and 2015. Over the remainder of the outlook period, China’s steel consumption growth rates are expected to moderate to a projected average annual rate of 1.8% and total 832 million tons in 2019. Although these rates of growth are much lower than those seen during the preceding decade, they are starting from a much higher base and still result in robust additional volumes each year.

In 2014, India’s steel consumption is forecast to increase 5 per cent, compared to 2013, to total 83 million tons. Consumption is forecast to increase as a result of government spending on infrastructure and higher consumption of consumer durables. Over the period 2015 to 2019, consumption growth is projected to increase at an average rate of 5.0% a year to total 107 million tons in 2019. Increases in India’s steel consumption are expected to be supported by government efforts to improve the quality and coverage of the country’s infrastructure networks. This is expected to include: road networks and bridges, rail systems, electricity generation and other infrastructure. Rising income levels are expected to support a gradual increase in consumption of consumer durables that will also contribute higher levels of steel consumption.

Steel consumption growth rates in Organisation for Economic Co-operation and Development (“OECD”) countries are projected to be more subdued compared to non-OECD economies. Steel consumption growth in the European Union (“EU”) is projected to average around 1.4% a year over the outlook period to total 167 million tons in 2019. Consumption levels in the US are projected to moderate down to 101 million tons in 2019. The decrease in consumption levels in the US is expected as a result of lower investment in steel-intensive capital formation. During this period, competition from China in steel-intensive manufactures, such as cars and ships, is expected to put pressure on steel consumption rates in South Korea and Japan. Steel consumption in South Korea is projected to grow at 1.3% a year to total 60 million tons in 2019. Consumption rates in Japan are expected to be affected more strongly, and are projected to decrease by around 0.2% a year to total 69 million tons in 2019.

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World steel production

World steel production in 2013 was 4.2% higher, relative to 2012, at a total of 1.6 billion tons. The large increase was driven mostly by a 66 million ton increase in China’s steel production. In 2014, growth in world steel production is forecast to moderate to 2.1 per cent to total 1.64 billion tons. Steel production is projected to grow at an average annual rate of 1.8 per cent to reach 1.79 billion tons in 2019. Increases in China’s and India’s steel production are projected to be the leading contributors to the growth.

China’s crude steel production exceeded expectations in 2013 and increased by 9.3%, relative to 2012, to total 775 million tons, according to monthly data from the World Steel Association. For 2014 overall, China’s steel production is forecast to increase by 3.5%, relative to 2013, to total 802 million tons. The increase is expected as a result of robust consumption growth from recently announced government expenditure programs, and despite capacity closures. Over the period 2015 to 2019, China’s steel production is projected to grow at an average rate of 1.8% a year to total 875 million tons in 2019.

The following table sets forth the world steel consumption and production (in million tons)

Year Ended December 31,	2013
Crude steel consumption
European Union		153
United States		103
Brazil		28
Russia		48
China		729
Japan		70
South Korea		55
India		79
World steel consumption		586
Crude steel production
European Union		167
United States		87
Brazil		34
Russia		69
China		775
Japan		111
South Korea		66
India		81
World steel production		602

Sources: BREE; World Steel Association.

India’s steel production is projected to increase at an average annual rate of 5% and to total 109 million tons in 2019. The increase in steel production is expected to be bolstered by demand from both public producers, Steel Authority of India Limited and Rashtriya Ispat Nigam Limited, and private producers, Tata Steel, Essar Steel and Jindal Steel Power Limited.

In OECD economies, only a modest increase in steel production is projected to the end of 2019. Steel production in the US is projected to grow the strongest, at an average annual rate of 1.4% a year to total 95 million tons in 2019, reducing its reliance on imports. Capacity utilization rates at steel mills in the EU are expected to dip in the shorter term, before increases in consumption demand induces higher production. Steel production in the EU is projected to total 167 million tons in 2019.

Pricing

Iron ore pricing is established by the price agreements made in the spring/early summer between large iron ore producers (Vale, Rio Tinto, BHP Billiton) and major steel manufacturers. Traditionally, the first deal reached between these two groups sets a benchmark to be followed by the rest of the industry.

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The following table sets forth the movement in iron ore prices from 2009 to 2013:

	Year Ended December 31,
	2009		2010		2011		2012			2013
Iron Ore	($ per dry metric ton, except percentages)
China Imported Iron Ore Fines (62% iron, cost and freight Tianjin Port)	$	86.4	$	146.7	$	167.6	$	128.3		$	135.3
% Change		—		69.9		14.2		(23.4	)		5.4

Source: Bloomberg

In 2013, iron ore spot prices cost and freight averaged $135.3 a ton, an increase of 5.4% relative to 2012. Spot prices have been declining during the year 2014, due to a confluence of factors such as high inventories of ore at Chinese ports, a bearish sentiment emanating from declining construction and manufacturing activity in China, growing concerns over the use of iron ore as collateral for loans and kneejerk responses to a drop in imports in the oft-disrupted month in February. Though prices are expected to improve from the current levels, the prices are not expected to recover to the high levels seen in 2013 due to the increased availability of supplies from new mines starting up in 2014.

Indian Iron Ore Market

Background

India is self-sufficient in iron ore. India has been a traditional exporter of iron ore, with most of the exports going to China, Japan, South Korea and other East Asian countries. Overseas iron ore mining companies are looking to acquire rights to explore, mine and export iron ore from India. Key players include National Mineral Development Corporation, Sesa Sterlite Ltd, Kudremukh Iron Ore Co., Rungta Mines Ltd, Mineral Sales Private Limited and Essel Mining & Industries Ltd. Apart from these, some of the integrated steel companies like Steel Authority of India and Tata Iron and Steel Companies have their own captive mines. Global steel companies such as South Korea-based Pohang Iron and Steel Company are in the process of constructing greenfield steel production plants integrated into iron ore mines.

Pricing and tariff

Despite being self-sufficient in iron ore, domestic prices tend to follow international prices. Contract prices are determined by the government-owned agency, National Mineral Development Corporation, which usually reacts to firm rise in international prices, though with a lag time, by increasing the domestic prices to align with the international prices.

The Indian Government set an export duty on iron ore fines with less than 62% iron content of Rs. 50 per ton while the export duty on iron ore fines with an iron content of 62% or more and all grades of lumps was Rs. 300 per ton. On 13 June 2008, the GoI changed the export duty on iron ore to 15% ad valorem on the F.O.B value of exports. On February 28, 2011, India raised the duty to 20% from 5% on fines and to 20% from 15% on lumps with effect from March 1, 2011. With effect from December 30, 2011, the Government raised the rate of export duty on iron ore fines as well as lumps to 30%.

Copper

Global Copper Market

Background

Copper consumption can be divided into three main product groups: copper wire rod, copper products and copper alloy products. According to Wood Mackenzie, the predominant use of copper has been the production of copper wire rod, which accounted for an estimated 61% of total global consumption (i.e. including scrap) and approximately 80% of primary consumption in 2013. Wire rod is consumed in five main wire and cable markets which include general and industrial cable, utility power cable, telecommunication cable, other insulated wire and winding wire.

For the year 2012, the electrical and electronic products segment accounted for 34% of total copper consumption, followed by the construction segment (31%), the industrial machinery segment (13%), the transportation equipment segment (13%) and the consumer products segment (9%), of the global copper consumer market, as estimated by Wood Mackenzie.

The copper industry has three broad categories of producers:

• Miners, which mine the copper ore and predominantly recover copper by conventional flotation to produce copper concentrate; or by leaching followed by solvent extraction and electrowinning (SxEw) to produce finished metal;

• Custom smelters, which smelt and refine copper concentrate to produce copper metal; and

• Integrated producers, which mine copper ore from captive mines and produce copper metal either through smelting and refining or through leaching followed by solvent extraction and electrowinning (SxEw) to produce finished metal.

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Global Copper Reserves

Global copper reserves were estimated to be, as of December 31, 2013, 690 million tons, according to preliminary estimates by USGS, Mineral Commodity Summaries, January 2014. Chile, Australia, Peru, United States and Mexico have the majority of copper reserves and collectively account for 62% of world reserves.

	Year Ended December 31, 2013 Reserves
	(in thousand tons)
Chile		190,000
Australia		87,000
Peru		70,000
United States		39,000
Mexico		38,000
China		30,000
Russia		30,000
Indonesia		28,000
Poland		26,000
Congo		20,000
Zambia		20,000
Canada		10,000
Kazakhstan		7,000
Other countries		90,000
World Total (rounded)		690,000

Refined Copper Consumption & Production

Global refined copper consumption grew by 5.5%, or 20.7 million tons, in 2013 as compared to 19.6 million tons in 2012.

China was the largest consumer of refined copper in 2013 with a global market share of 44%, raising Asia’s combined market share to 61%, followed by Europe (17%), North America (11%), Russia and the Caspian (4%) and Latin America, Caribbean and Middle East (3%) each.

The following table sets forth the regional consumption pattern of refined copper for 2013:

	Year Ended December 31, 2013
	Volume		%
	(thousands of tons, except percentages)
Africa		208		1.0	%
China		9,165		44.3	%
India		422		2.0	%
Japan		1,008		4.9	%
Asia		12,673		61.3	%
Europe		3,437		16.6	%
Latin America		623		3.0	%
United States		1,794		8.7	%
North America		2,258		10.9	%
Others		1,465		7.1	%
Global Total (rounded)		20,665		100.0	%

Source: Wood Mackenzie— Global Copper Short Term Outlook, April 2014

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Global refined copper production increased from 20.2 in 2012 to 20.8 million tons in 2013.

The following table sets forth the regional production pattern of refined copper for 2013:

	Year Ended December 31, 2013
	Volume		%
	(thousands of tons, except percentages)
Africa		1,293		6.2	%
China		6,323		30.4	%
India		619		3.0	%
Japan		1,468		7.1	%
Asia		9,497		45.7	%
Europe		2,880		13.9	%
Chile		2,747		13.2	%
Latin America		3,386		16.3	%
Middle East		218		1.1	%
North America		1,687		8.1	%
Other		1,815		8.7	%
Total		20,777		100	%

Source: Wood Mackenzie— Global Copper Short Term Outlook, April 2014

China was the largest producer of refined copper in 2013 with a global market share of 30%, followed by Chile and Japan.

Pricing

Copper is traded on the LME. Although prices are determined by LME price movements, producers normally charge a regional premium that is market driven. Copper prices increased by 46.0% to $7,539 per ton in 2010 as a result of strong copper demand from China after the global recession in 2008 and 2009, as well as low inventory levels in days of stocks to consumption. In 2011, copper prices continued to increase to $8,810 per ton driven by sustained demand from emerging markets and investors’ interest in hedging against the weakening US dollar. However, 2012 average LME spot price decreased to $7,949 per ton. The average LME spot price further decreased to $7,322 per ton in 2013.

The following table sets forth the movement in copper prices from 2004 to 2013:

	Annual Average
	2004		2005		2006		2007		2008			2009			2010		2011		2012			2013
	($ per ton, except percentages)
LME Cash Price		2,868		3,683		6,729		7,125		6,951			5,163			7,539		8,810		7,949			7,322
% Change		61.1		28.4		82.7		5.9		(2.4	)		(25.7	)		46.0		16.9		(9.8	)		(7.9	)

Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

The closing LME copper cash settlement price on March 31, 2014 was $6,636 per ton.

Since 2006, treatment and refining charges have fallen significantly, reflecting a continuing tightening in the physical concentrate demand/supply balance. In 2012, spot quotes averaged $0.099 per pound, representing a 37.3% decline on 2011 level. However spot quotes rose to $0.196 per pound and increased by 98% in 2013 according to Wood Mackenzie data. For 2014, the vast majority of mines and smelters adopted the benchmark level Tc and Rc of $92 per ton and $0.092 per pound respectively. In particular, Freeport’s deal with Chinese and Japanese smelters established these benchmark levels which are in turn supported by the readiness of other buyers and sellers to adopt these terms. Over the longer term, concentrate availability is projected to rise significantly, outpacing additions to smelter capacity and therefore encourage higher long term TcRc.

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The following table sets forth the movement in copper spot (mine to trader) annual average TcRc from 2004 to 2013 in nominal dollars:

	Annual Average
	2004		2005		2006			2007			2008		2009		2010			2011		2012			2013
	(US cents per pound, except percentages)
TcRc (30% Concentrate)		14.6		37.7		16.3			7.2			7.3		7.4		7.1			15.8		9.9			19.6
% Change		274.4		158.2		(56.8	)		(55.8	)		1.4		1.4		(4.1	)		122.5		(37.3	)		98

Source: Wood Mackenzie Global copper concentrate Long-Term Outlook 2014, June 2014

Indian Copper Market

Background

The Indian copper industry consists primarily of custom smelters as there are limited copper deposits in the country. The available deposits are owned by Hindustan Copper Limited, a government-owned company. Hindustan Copper Limited was the only producer in India until 1995 and has greatly changed with our entry and the entry of Birla Copper, now owned by Hindalco Industries Limited. The Indian industry can be classified into two broad categories: manufacturers of refined copper (copper cathodes) and manufacturers of copper products. Of the three manufacturers of refined copper, Hindustan Copper Limited is the only primary producer that mines and refines copper. Both Hindalco Industries Limited and us primarily process imported copper concentrate to produce end products such as copper bars, rods and wires.

We are one of the two custom copper smelters in India with a primary market share of approximately 28.5% in fiscal year 2014, according to the International Copper Promotion Council, India.

Consumption Pattern

According to the World Copper Factbook 2013 by the International Copper Study Group, India’s per capita consumption of copper in 2012 (0.5 Kg per person) is significantly less than that of China (6.5 Kg per person) and other developed nations including Germany (13.6 Kg per person), Spain (7.5 Kg per person) and the United States (5.6 Kg per person). India’s consumption of copper is dominated by electrical, telecom, engineering, construction and transport activities. There is an imbalance between India’s smelting/refining capacity and its limited production capacity in copper mining. From 2010 to 2013, based on Wood Mackenzie data, both Indian refined copper consumption and copper refining output in India decreased slightly. Wood Mackenzie expects refined copper consumption in India to increase from 422 kt in 2013 to 461 kt in 2016 at a CAGR of 3%.

Pricing and Tariff

Indian copper prices track global prices as the metal is priced on the basis of landed costs of imported metal. The following table sets out the customs duties that were applicable to copper for the period indicated:

	February 28, 2011 to present
Copper		5.0	%
Copper concentrate		2.5	%

In addition, the Finance Act (2 of 2004) of India levied an additional surcharge at the rate of 3.0% of the total customs duty payable effective as of March 1, 2007.

Aluminium

Global Aluminium Market

Background

Aluminium is lightweight in relation to its strength, durability and resistance to corrosion. It can be extruded, rolled, formed and painted for a wide variety of uses.

The raw material from which aluminium is produced is bauxite, a very common mineral found primarily in tropical regions. It normally occurs close to the surface and can be mined by open-pit methods. The bauxite is refined into alumina. Typically, the alumina content in bauxite ranges from 35% to 60%. There are several different types of bauxite, and alumina refineries are usually designed to treat a specific type. The majority of alumina refineries are therefore integrated with mines.

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The importance of different sectors in aluminium demand varies significantly between developed and developing nations. In mature economies, transport plays a more important role in aluminium demand than construction. As estimated by Wood Mackenzie, in 2014, the four largest sectors of end-uses for aluminium in mature economies like Germany, Japan, North America and South Korea were transport (36%), packaging (20%), construction (16%) and electrical (8%). In comparison, in 2013, the four largest sectors of end-uses for aluminium in China were construction (27%), followed by transportation (19%), consumer goods (18%) and electrical (12%).

Aluminium consumption

Based on Wood Mackenzie data, global primary aluminium consumption increased from 40.2 million tons in 2010 to 49.4 million tons in 2013, at a CAGR of 7.0%. The growth was primarily due to increased demand from China, which accounted for 48.3% of total global consumption in 2013. Between 2010 and 2013, China’s demand for primary aluminium increased at a CAGR of 13.7%, compared to an increase of 2.0% for world demand excluding China. In comparison, the CAGR in demand in each of Europe (excluding Russia) and North America between 2010 and 2013 was 1.9% and 3.9%, respectively, reflecting the impact of a relatively slower economic growth in these regions.

The following table sets forth the regional consumption of primary aluminium in 2013:

	Fiscal Year Ended December 31, 2013
Region	Volume		%
	(thousands of tons, except percentages)
China		23,788		48.2	%
Europe including Russia		9,207		18.7	%
Rest of Asia(1)		6,039		12.2	%
North America		5,936		12.0	%
Latin America		1,637		3.3	%
India		1,691		3.4	%
Africa		577		1.2	%
Oceania		516		1.0	%
Total		49,391		100.0	%

(1) The Rest of Asia is defined as Asia excluding China and India, but including the Middle East.

Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

Aluminium supply

Aluminium production has become increasingly more concentrated in recent years, with the leading ten producers accounting for 48.3% of world primary aluminium production in 2013 as reported by Wood Mackenzie. The five largest primary aluminium producing companies are RUSAL Ltd. (7.7%), Rio Tinto (7.1%), Alcoa Inc. (6.8%), Aluminium Corporation of China Limited (“CHALCO”) (6.6%), Bingzhou Weiqiao Aluminium (4.1%), which together accounted for approximately 32.3% of the total primary aluminium produced worldwide in 2013.

Global production of primary aluminium increased from 42.3 million tons in 2010 to 50.3 million tons in 2013, at a CAGR of 6.0%. In 2013, North America, Europe and China together accounted for approximately 75.7%, with China alone accounting for 49.2%, of global primary aluminium production.

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The following table sets forth the regional production of primary aluminium in 2013:

	Fiscal Year Ended December 31, 2013
Region	Volume		%
	(thousands of tons, except percentages)
China		24,800		49.2	%
Europe including Russia		8,432		16.7	%
North America		4,917		9.8	%
Rest of Asia(1)		4,722		9.4	%
Oceania		2,103		4.2	%
Latin America		1,921		3.8	%
India		1,664		3.3	%
Africa		1,810		3.6	%
Total		50,369		100.0	%

(1) The Rest of Asia is defined as Asia excluding China and India, but including the Middle East.

Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

Notwithstanding the rise in aluminium production and capacities in the region, aluminium supplies in Asia lag demand, resulting in a supply deficit of 3.8 million tons during 2013. During this period, China had a surplus of 1.0 million tons while the rest of Asia had a deficit of 1.3 million tons. Despite increased production capacities in Asia, the demand-supply gap is likely to remain at similar levels given the strong demand growth expected in these markets.

Alumina

Alumina is a key raw material for aluminium production. Generally it takes two tons of alumina to produce one ton of primary aluminium. According to data compiled by Wood Mackenzie, in 2013, the five largest alumina producing companies are CHALCO (12.5%), Alcoa (9.6%), Rio Tinto Alcan (8.5%), RUSAL Ltd (6.9%), and Alumina Limited (5.9%), which together accounted for approximately 43.4% of the total alumina produced worldwide in 2013

The following table sets forth the regional production of alumina in 2013:

	Fiscal Year Ended December 31, 2013
	Volume		%
Region	(thousands of tons, except percentages)
China		47,200		44.0	%
Oceania		21,752		20.3	%
Latin America		13,513		12.6	%
Europe		8,534		8.0	%
India		3,745		3.5	%
North America		6,740		6.3	%
Rest of Asia		1,050		1.0	%
Africa		—		0.0	%
Total		107,242		100.00	%

(1) The Rest of Asia is defined as Asia excluding China and India but including Middle East.

Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

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The following table sets forth the global demand-supply balance for alumina from 2010 to 2013:

	Fiscal Year Ended December 31 (quantity in million tons)
	2010			2011		2012		2013
Global Alumina Surplus/(Deficit)		(0.8	)		1.3		2.1		1.8

Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

Bauxite

Bauxite, the principal raw material used in the production of alumina, is typically open-pit mined in very large-scale operations. Between 2.0 to 3.6 dry tons of bauxite are usually required to make one ton of alumina (depending on ore type, alumina content and variables such as proportion of reactive silica and organic matter). Based on data from the USGS as reported in February 2014, Guinea has the largest bauxite reserves in the world (26.4%), followed by Australia (21.4%), Brazil (9.3%), Vietnam (7.5%), Jamaica (7.1%) and Indonesia (3.6%).

The table below sets forth the world reserves as of December 31, 2013:

	Reserves
	(million tons):
Guinea		7,400
Australia		6,000
Brazil		2,600
Vietnam		2,100
Jamaica		2,000
Indonesia		1,000
Guyana		850
China		830
Greece		600
Suriname		580
India		540
Venezuela		320
Russia		200
Kazakhstan		160
United States		20
Other countries		2,400
World total (rounded)		28,000

Source: USGS, Mineral Commodity Summaries, February 2014

According to the USGS, World Resources, bauxite resources are estimated to be 55 to 75 billion tons, in Africa (32%), Oceania (23%), South America and the Caribbean (21%), Asia (18%), and elsewhere (6%).

Pricing

Aluminium is an LME-traded metal. It is either sold directly to consumers or on a terminal market. The price is based on the LME price but producers are also able to charge a regional price premium, which generally reflects the cost of obtaining the metal from an alternative source.

Alumina prices are negotiated on an individual basis between buyers and sellers but are usually determined by reference to the LME price for aluminium. The negotiated agreements generally take the form of long-term contracts, but fixed prices can be negotiated for shorter periods and a relatively small spot market also exists.

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The following table sets forth the movement in aluminium and alumina prices from 2004 to 2013:

	Fiscal Year Ended December 31, 2013
	2004		2005		2006			2007			2008			2009			2010		2011		2012			2013
	($ per ton, except percentages)
Aluminium(1)
LME Cash Price	$	1,716	$	1,897	$	2,566		$	2,639		$	2,571		$	1,667		$	2,173	$	2,395	$	2,019		$	1,846
% Change		19.9		10.5		35.3			2.8			(2.6	)		(35.2	)		30.4		10.2		(15.7	)		(8.6	)
Alumina
Spot Price(1)	$	420	$	468	$	420		$	353		$	362		$	245		$	333	$	374	$	319		$	327
% Change		48.3		11.3		(10.1	)		(16	)		2.5			(32.2	)		35.6		12.5		(14.9	)		2.5
Alumina/Aluminium %		24.5		24.6		16.4			13.4			14.1			14.7			15.3		15.6		15.8			17.7

(1) Source: Wood Mackenzie Metals Market Service—Long Term Outlook, March 2014

While aluminium prices have risen by 7.6% from 2004 to 2013, alumina prices have decreased by 22.1% during the same period. Between 2012 and 2013, aluminium prices have decreased by around 8.6% as a result of weakness in the global macro economy while alumina prices increased by around 2.5%.

Indian Aluminium Market

Background

India has been producing primary aluminium since 1938, and over the years the model that prevailed was of fully integrated operations with access to bauxite, alumina and power. As this model consolidated, the corporate structure of the aluminium industry also changed, with smaller regional producers being absorbed or merged to form larger integrated players with international presence and, in the case of the Company, an international listing.

India possesses considerable bauxite resources, estimated at 3.0 billion tons in 2012, according to the Indian Minerals Year Book. In Odisha, according to Indian industry sources, bauxite reserves are estimated to be 1.3 billion tons, with large reserves in Panchpatmali, Pottangi and Baphalimali. In Andhra Pradesh, there are 0.6 billion tons, with large bauxite concentrations in Saparla and Jarella. At current extraction rates, these two states alone have the equivalent of over 200 years of Indian requirements. Even using the more conservative the USGS reserve estimate, India has reserves equivalent to almost 70 years at current output. According to the USGS, India has the seventh largest reserves of bauxite ore in the world, with total recoverable reserves estimated at 900 million tons. These bauxite ore reserves are high grade and require less energy to refine, thus resulting in significant cost advantages for Indian aluminium producers.

Supply and demand

There are currently five refineries and seven smelters operating in India, owned by four producing companies: National Aluminium Company Limited, Hindalco Industries Limited, Sesa Sterlite and BALCO.

The aluminium industry in India has traditionally been largely self-sufficient. Until 2012, primary aluminium production has kept pace with demand, with the country being a small net exporter. Growth in aluminium demand in India has resulted in a supply deficit in primary aluminium since 2012, according to estimates by Wood Mackenzie. The majority of aluminium produced in India is consumed in the building and construction, transport, electrical appliance and equipment and packaging industries, with limited exports to countries including Singapore, Taiwan and the United Arab Emirates. According to Wood Mackenzie, aluminium consumption in India grew at a CAGR of 4.4% between 2010 and 2013, backed by strong growth in the electricity, transportation, industrial and infrastructure sectors. Wood Mackenzie forecasts aluminium consumption in India to grow from 1.7 million tons in 2013 to 2.4 million tons in 2020, at a CAGR of 4.9%.

Pricing and tariff

Domestic aluminium prices track global price trends as producers usually price the metal at a marginal discount to the landed cost of imported metal. Though value-added product prices also track metal price movement, they usually have relatively less volatility and command a premium reflecting the degree of value addition and quality, as indicated by the brand.

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The following table sets out the customs duties that were applicable for the periods indicated:

	January 3, 2009 to present
Aluminium		5	%

In addition, the Finance Act (2 of 2004) of India, which has been in effect since July 8, 2004, levied an additional surcharge at the rate of 2% of the total customs duty payable, which has been further increased to 3% of the total customs duty payable effective 1 March 2007.

Pursuant to a notification dated 1 March 2013, a customs duty of 2.5% was introduced by the GoI on bauxite (natural), in calcined and non-calcined form.

Market Outlook

Global aluminium outlook

According to Wood Mackenzie, global primary aluminium production is forecasted to increase by 7.6% in 2014 to 54.0 million tons, with China contributing 84% of the increase. Primary aluminium consumption is projected to increase by an average of 5.8% per year in the period from 2013 to 2017 before slowing down to an average long term growth rate of 4.1% per year.

As a whole, Wood Mackenzie expects the aluminium market to remain in surplus until the end of the decade as supply outpaces consumption. The largest supply glut is projected to take place around 2014-2017 when production will exceed consumption by 9 million tons, putting pressure on the LME aluminium price which Wood Mackenzie forecasts to stay at around $2,000 per ton until 2016.

Indian aluminium outlook

Excluding China, India is the fastest growing aluminium market in Asia. According to Wood Mackenzie, primary aluminium consumption in India is expected to grow at a CAGR of 5.8% on average from 2013 to 2020 to reach 2.5 million tons, fuelled by India’s demand for housing, retail and office space. In terms of cash costs, India is reasonably well placed globally in primary smelting, lying at the lower end of the second quartile, compared to China, which occupies most of the fourth quartile. Indian smelters form part of integrated chains, stretching back to bauxite, alumina and forward into semi-fabricating operations. Indian smelters are also endowed with their own captive power plants and favourable labour costs.

Over the medium term, there will be fewer incentive policies such as those encouraging purchases of new vehicles, but a number of multiannual government expenditure plans will underpin demand in the coming years. The power sector, for instance, will continue to support aluminium demand as village electrification plans carry on. Infrastructure investment will fuel housing investment over the coming three years.

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Commercial Power Generation Business

Organization of the Power Industry

Overview of the Indian Power Sector

A key risk to the continued growth of the Indian economy is inadequate infrastructure. Infrastructure investment in India is on the rise, but growth may be constrained without further improvements. The GoI has identified the power sector as a key focus area to promote sustained industrial growth.

The current revised power generation capacity target for the Twelfth Five-Year Plan (i.e. from April 2012 to March 2017) is 88,537 MW. As of March 31, 2014, capacity addition achieved over the 12th Plan has been 43% of the target addition or 38,448 MW. The total installed power generation capacity in India was 243,029 MW as of March 31, 2014. According to the CEA Monthly Review published in March 2014, the total provisional energy deficit and peak power deficit for March 2014 was approximately 3.6% and 3.9%, respectively.

Industry Demand-Supply Overview

The Indian power sector has historically been characterized by energy shortages which have been increasing over the years. The following table sets forth the peak and energy shortages of power in India from April 2007 to March 2014:

	Peak								Energy
Period	Demand		Supply		Shortage				Demand		Supply		Shortage
	(MW)		(MW)		(MW)		(%)		(MU)		(MU)		(MU)		(%)
2007-08		108,866		90,793		18,073		16.6		739,345		666,007		73,338		9.9
2008-09		109,809		96,785		13,024		11.9		777,039		691,038		86,001		11.1
2009-10		119,166		104,009		15,157		12.7		830,594		746,644		83,950		10.1
2010-11		122,287		110,256		12,031		9.8		861,591		788,355		73,236		8.5
2011-12		130,006		116,191		13,815		10.6		937,199		857,886		79,313		8.5
2012-13		135,453		123,294		12,159		9.0		995,500		908,574		86,926		8.7
2013-14		135,918		129,815		6,103		4.5		1,002,045		959,614		42,431		4.2

Source: CEA Monthly Review, March 2014

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Regional Demand-Supply Overview

The following table displays the provisional peak and normative power shortages in India for the period April 2013 to March 2014 across different regions in India:

Region	Energy Requirement		Deficit			Peak Demand		Deficit
	(MU)		(%)			(MW)		(%)
Northern		309,423		(6.0	)		45,934		(6.9	)
Western		294,626		(1.0	)		41,335		(2.4	)
Southern		277,204		(6.8	)		39,015		(7.6	)
Eastern		108,105		(1.3	)		15,885		(2.2	)
North Eastern		12,687		(6.5	)		2,164		(5.4	)
All India		995,500		(8.7	)		135,918		(4.5	)

Source: CEA Monthly Review, March 2014

Energy deficit varies widely across India, with the Southern region having the highest peak energy shortages followed by the Northern region.

Large Energy Deficit Results in Low Per Capita Consumption of Electricity

Due to inadequate supply and distribution infrastructure, the per capita consumption of energy in India is extremely low in comparison to most other parts of the world. The following chart shows per capita consumption of energy in 2011 in various developed and developing countries.

Source: IEA Key World Energy Statistics, 2013

Installed Capacities

As of March 31, 2014, India’s power system had an installed generation capacity of approximately 243,029 MW, with the Central Power Sector Utilities of India accounting for approximately 28.03% of total power generation capacity, while the various state entities and private sector companies accounted for approximately 37.9% and 34.03%, respectively.

MW	Central		State		Private		Total		Share of Total
Thermal		52,991		60,979		54,286		168,255		69.2	%
Hydro		10,355		27,482		2,694		40,531		16.7	%
Nuclear		4,780		—		—		4,780		1.9	%
Renewable Energy Source		—		3,727		25,736		29,463		12.2	%
Total		68,126		92,188		82,715		243,029		100.0	%

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Source: CEA Monthly Review, March 2014

According to the CEA Monthly Review in March 2014, approximately 69% of India’s total power generation capacity consists of thermal sources as of March 31, 2014. The predominance of thermal electricity sources in India can be attributed to the fact that India has large thermal coal resources. According to the Indian Minerals Yearbook 2012, India held approximately 293 billion tons and 19 billion tons in coal and lignite resources respectively, as on April 1, 2012. India was the third largest thermal coal producing country after China and the United States at the end of 2011.

Future Capacity Additions

According to the Integrated Energy Policy (“IEP”) report dated August 2006 issued by the GoI Planning Commission, India would require total installed capacity of 306 GW and 425 GW and might have a peak demand of 226 GW and 323 GW by fiscal year 2017 and fiscal year 2022 respectively at 8.0% annual GDP growth. Requirements may be much greater if India is able to achieve a GDP growth rate of higher than 8.0% (Source: IEP, Expert Committee on Power). The following table sets forth the additional capacity required by 2017 and 2022 under different GDP growth rate scenarios:

	Assumed GDP Growth		Electricity Generation Required		Peak Demand		Installed Capacity
	(%)		(BU)		(GW)		(GW)
By fiscal year 2017		8.0		1,524		226		306
		9.0		1,687		250		337
By fiscal year 2022		8.0		2,118		323		425
		9.0		2,438		372		488

Source: IEP Report, Expert Committee on Power

Transmission and Distribution

In India, the transmission and distribution system is a three-tier structure comprising regional grids, state grids and distribution networks. The five regional grids, structured on a geographical contiguity basis, facilitate transfer of power from a power surplus state to a power deficit state. The regional grids also facilitate the optimal scheduling of maintenance outages and better co-ordination between the power plants. The regional grids shall be gradually integrated to form a national grid, whereby surplus power from a region could be transferred to another region facing power deficits, thereby facilitating a more optimal utilization of the national generating capacity. Most inter-regional and interstate transmission links are owned and operated by the Power Grid Corporation of India Limited (“PGCIL”) though some are jointly owned by the SEBs. PGCIL is the central transmission utility of India and possesses one of the largest transmission networks in the world. Approximately 50% of the total generating capacity in India is transmitted through PGCIL’s system, according to the company’s disclosures.

PGCIL is working towards establishment of an integrated national power grid, in a phased manner, in order to strengthen the regional grids and to support the generation capacity addition programme. The existing inter-regional power transfer capacity of 33,950 MW (as of March 2014) is expected to be enhanced to 65,550 MW by 2017. Based on the expected generation capacity addition in the Twelfth Five-Year Plan, an investment of approximately Rs. 1,000 billion, Rs. 550 billion and Rs. 250 billion is envisaged in central, state and private sectors respectively (Source: Report of the Working Group on Power for Twelfth Five-Year Plan (2012-17), January 2012).

State grids and distribution networks are primarily owned and operated by the respective SEBs or state governments (through state electricity departments). State distribution networks are managed at the state level and continue to be affected by high aggregate technical and commercial losses, or (“AT&C”) losses. According to CEA Monthly Review, March 2014, these were estimated to be approximately 27% in 2011-12, which implies that 27% of power entering the system is lost during distribution. A direct consequence of the high AT&C losses is the poor financial condition of SEBs, thereby preventing the SEBs from making any meaningful investments in generation and in upgrading the transmission and distribution, or “T&D” network. All India T&D losses for the same period stood at 23.65% (Source: CEA Monthly Review, March 2014).

With the enactment of the Indian Electricity Act, 2003 and the recently notified guidelines for competitive bidding in transmission projects, private investment was permitted in power transmission which became recognised as an independent activity. Power distribution in the States of Delhi and Odisha has been privatised and distribution networks are now operated by private utilities companies such as Tata Power, CESC Limited, Reliance Energy Limited, Torrent Power AEC & SEC and Noida Power Company Limited, and a number of other distribution companies.

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According to CEA Monthly Review, March 2014, in India, the transmission sector has grown from a capacity of 52,034 circuit kms during the 6th fifth-year plan (as of March 31, 1985) to 281,904 circuit kms currently (as of March 31, 2014).

Power Trading

Historically the main suppliers and consumers of bulk power in India have been the various government-controlled generation and distribution companies who typically contracted power on a long-term basis by way of power purchase agreements with regulated tariffs. However, in order to encourage the entry of merchant power plants and private sector investment in the power sector, the Electricity Act recognised power trading as a distinct activity from generation and T&D activities, and has facilitated the development of a trading market for electricity in India by providing for open access to transmission networks at normative charges. Power trading involves the exchange of power from suppliers with surpluses to suppliers with deficits. Seasonal diversity in generation and demand, as well as the concentration of power generation facilities in the resource-rich Eastern region of India, has created ample opportunities for the trading of power. Regulatory developments include the announcement of rules and provisions for open access and licensing related to interstate trading in electricity. Several entities have started trading operations or have applied for trading licenses. With the aid of the reforms, the volume of power traded as well as its traded price has grown rapidly over the last few years. The following graph and table shows the increasing volume of power traded in India for the periods indicated:

Source: Central Electricity Regulatory Commission, Monthly Reports on Short-term Power Market in India, March 2014

Indian Energy Exchange

Indian Energy Exchange is India’s first nation-wide automated and online electricity trading platform. The Indian Energy Exchange seeks to catalyse the modernisation of electricity trade in India by allowing trading through a technology-enabled platform. On June 9, 2008, the Indian Energy Exchange received CERC approval to begin operations. The Indian Energy Exchange is a demutualised exchange set up to enable efficient price discovery and price-risk management in the power trading market, offering a broader choice to generators and distribution licensees for sale and purchase of power facilitating trade in smaller quantities, and enabling participants to adjust their portfolio as a function of consumption or generation. According to CERC Monthly Report on Short-term Transactions of Electricity in India, March 2014, the total volume of electricity traded on the Indian Energy Exchange amounted to 2,281.78 million units in March 2014 which is about 28% of the total short-term transactions done through bilateral contracts and power exchanges.

Power Exchange India Limited

Power Exchange India Limited is a fully electronic nation-wide exchange for trading of electricity. It has been promoted by two of India’s leading exchanges, NSE and National Commodities & Derivatives Exchange Limited. Power Exchange India Limited received regulatory approval to begin operations from the CEA on September 30, 2008, and began its operations on October 22, 2008. According to CERC Monthly Report, March, 2014, the total volume of electricity traded on Power Exchange India Limited amounted to 75 million units in March 2014 which is about 1% of the total short-term transactions.

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OUR BUSINESS

Overview

We are one of India’s largest diversified natural resources companies. Our business is principally located in India. We have operations in Australia, United Arab Emirates, South Africa, Namibia and Ireland and have over 20,000 employees worldwide. We are primarily engaged in zinc, oil and gas, iron ore, copper, aluminium and commercial power generation businesses and are also developing and operating port operation businesses and infrastructure assets. We have experienced significant growth in recent years through our various expansion projects for our copper, zinc and aluminium businesses and through acquisition of the Zinc International and oil and gas businesses. We believe our experience in operating and expanding our businesses in India will allow us to capitalise on attractive growth opportunities arising from India’s large mineral reserves, relatively low cost of operations and large and inexpensive labour and talent pools. We believe we are also well-positioned to take advantage of the significant growth in industrial production and investments in infrastructure in India, China, Southeast Asia and the Middle East, which we expect will continue to generate strong demand for metals, oil and gas, and power.

We are the leading and only integrated zinc producer with a 89.0% market share by sales volume of the Indian zinc market in fiscal year 2014, according to the ILZDA, and one of the four primary producers of aluminium with a 44.0% primary market share by production volume in India in fiscal year 2014, according to the Aluminium Association of India. Together with our joint operation partners, we account for approximately 28% of India’s domestic crude oil production according to the Ministry of Petroleum and Natural Gas statistics of March 2014. We are one of the two custom copper smelters in India with a 28.5% primary market share by sales volume in fiscal year 2013, according to the International Copper Promotion Council, India.

Zinc Business

Our fully-integrated zinc business is owned and operated by HZL. In 2013, HZL was one of the top five lead mining companies based on production volumes and in the lowest cost quartile in terms of all zinc mining operations worldwide, according to Wood Mackenzie. In addition, HZL’s Rampura Agucha mine was the largest zinc mine in the world on a production basis and its Chanderiya hydrometallurgical zinc smelter was the fourth largest smelter in the world on a production basis worldwide in 2013, according to Wood Mackenzie. We have a 64.9% ownership interest in HZL, with the remainder owned by the GoI (29.5%) and institutional and public shareholders (5.6%). We have exercised the second call option to acquire the GoI’s remaining ownership interest in HZL although the exercise is currently subject to dispute. HZL’s operations include five lead-zinc mines, one rock phosphate mine, four hydrometallurgical zinc smelters, two lead smelters, one lead-zinc smelter, seven sulphuric acid plants and nine captive power plants in northwest India, and processing and refining facilities for zinc at Haridwar and for processing and refining facilities for zinc and lead, as well as a silver refinery at Pantnagar, both in state of Uttarkhand in northern India. HZL’s mines supply almost all of its concentrate requirements and HZL also exports surplus zinc and lead concentrates.

Our Zinc-International business comprises of:

(1) a 100.0% stake in Skorpion which owns the Skorpion mine and refinery in Namibia;

(2) a 74.0% stake in BMM, which includes the Black Mountain mine and the Gamsberg Project, in South Africa; and

(3) a 100.0% stake in Lisheen, which owns the Lisheen mine in Ireland.

Oil and Gas Business

Our oil and gas business is primarily owned and operated by Cairn India and its subsidiaries. We are a significant contributor to India’s domestic crude oil production, contributing approximately 28% of the country’s production according to the Ministry of Petroleum and Natural Gas statistics as of March 2014. We have a diversified asset base with nine production and exploration blocks.

Iron Ore Business

We are India’s largest exporter of iron ore in the private sector by volume since 2003 until the temporary suspension of iron ore mining activities in the states of Goa and Karnataka, according to the Federation of Indian Mineral Industries. We are engaged in the exploration, mining and processing of iron ore. In India, we owned or had the rights to reserves consisting of 369.9 million tons of iron ore at an average grade of 46.0%, as of March 31, 2014. In addition, we manufacture pig iron and metallurgical coke, and also operate two waste heat recovery plants of 30MW each in Goa.

Our mining operations are carried out in the states of Goa and Karnataka, both of which became subject to suspension of mining activities recently due to alleged environmental and other violations by miners, which has adversely impacted our production of iron ore since August 2011. While our mining operations in Goa continues to remain suspended since September 11, 2012 pending the announcement of a new mining policy and renewal of mining leases by the State Government of Goa, our

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mining operations in Karnataka re-commenced from December 29, 2013 after getting necessary statutory clearances. Although we resumed operations in Karnataka based on the stage I forest clearance received from the State Government of Karnataka and the temporary working permission from MoEF, the temporary working permission expired on July 31, 2014. We currently await the stage II forest clearance from the State Government of Karnataka and the final clearance from the MoEF to resume our operations.

We have also acquired the WCL iron ore project in Liberia, which is currently in the exploration stage, comprising Bomi hills, Bea mountain and Mano river deposits. Of these, Bomi hills has an estimated reserve of 172 million tons of iron ore, at an average grade of 35.1%, taking our total reserve capacity to 370 million tons, at an average grade of 46.0%.

Copper Business

Our copper business is principally one of custom smelting. Our assets include a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and three captive power plants at Tuticorin in Southern India, a refinery and two copper rod plants in Western India, a precious metal refinery that produces gold and silver, a doré anode plant and a copper rod plant at Fujairah in the UAE. According to Wood Mackenzie, our Tuticorin smelter was one of the world’s largest, in terms of production volumes in 2012. We own the Mt. Lyell copper mine in Tasmania, Australia, which provides a small percentage of our copper concentrate requirements. The operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operations at Mt. Lyell copper mine has been placed under care and maintenance since July 9, 2014 following a rock falling on the ventilation shaft in June 2014.

Aluminium Business

Our aluminium business is based out of Chhattisgarh and Odisha. We operate the business in Chhattisgarh through BALCO, in which we have a 51.0% ownership interest, with the remainder owned by the GoI. BALCO, one of the four primary producers of aluminium in India, had a 19.0% primary market share by production volume in India in fiscal year 2014 according to Aluminium Association of India. We have exercised our option to acquire the GoI’s remaining 49.0% ownership interest, although the exercise is currently subject to dispute. BALCO’s operations include two bauxite mines, two captive power plants and refining, smelting and fabrication facilities in Central India. BALCO’s operations benefit from relatively cost effective access to power, the most significant cost component in aluminium smelting due to the power-intensive nature of the process. This is to a considerable extent due to BALCO being an energy-integrated aluminium producer. BALCO received a coal block allocation of 211.0 million tons for use in its captive power plants in November 2007. BALCO is also setting up a 325,000 tpa aluminium smelter, which achieved first metal tapping from this smelter in fiscal year 2014. In addition, BALCO is constructing a 1,200 MW power plant consisting of four units of 300 MW each in the State of Chhattisgarh, which are awaiting the consents from the relevant authorities to commence operations

Our aluminium operations in Odisha were earlier operated through Vedanta Aluminium, which is now merged with Sesa Sterlite pursuant to the Re-organization Transactions. The operations include 1.0 million tpa alumina refinery at Lanjigarh with associated 75 MW coal based captive power plant, 0.5 million tpa aluminium smelter together with an associated 1,215 MW (nine units with a capacity of 135 MW each) coal based captive power plant at Jharsuguda. The alumina refinery at Lanjigarh was commissioned in March 2010. The greenfield smelter project of 0.5 million tpa at Jharsuguda was implemented in two phases of 250,000 tpa each. Phase 1 was completed on November 30, 2009 and Phase 2 was completed on March 1, 2010. We are also currently setting up a 1.25 million tpa smelter in Jharsuguda. 50 pots from the first line of this smelter will be commissioned during fiscal year 2015.

On March 11, 2010, Vedanta Aluminium acquired 100.0% ownership of Allied Port Services Private Limited, or APSPL. APSPL was merged into Vedanta Aluminium with effect from April 1, 2011 pursuant to the merger approved by the High Court of Madras.

Power Business

We operate multiple power plants across locations in India. Our power business comprises of a 2,400 MW thermal power plant in Odisha, 270 MW thermal power plant in Chhatisgarh, 274 MW wind power plants across India, 106.5 MW thermal power plant in Tamil Nadu and an upcoming 1,980 MW thermal power plant in Punjab.

We operated the 2,400 MW (four units of 600 MW each) thermal coal-based commercial power facility at Jharsuguda through Sterlite Energy, which is now merged with Sesa Sterlite pursuant to the Re-organization Transactions. In September 2006, Sterlite Energy entered into a power purchase agreement with Grid Corporation of Orissa Limited, a nominee of the state government of Orissa (“GRIDCO”). The power purchase agreement was amended in August 2009, pursuant to which GRIDCO was granted the right to purchase up to 25% of the installed capacity of the power plant (after adjustments for auxiliary consumption), equal to approximately 561 MW.

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In July 2008, Sterlite Energy succeeded in an international bidding process and was awarded the project for the construction of a 1,980 MW (comprising three units of 660 MW each) coal-based commercial thermal power plant at Talwandi Sabo in the State of Punjab in India. The power plant is being set up through Sterlite Energy’s wholly owned subsidiary TSPL. The light up of the boiler of the first 660 MW unit was achieved in fiscal year 2014, followed by the synchronsation. Our power business also includes 274 MW of wind power plants commissioned by HZL, 270 MW power plant at BALCO’s Korba facility, which was previously for captive use before the shut down of the 100,000 tpa aluminium smelter at Korba on June 5, 2009, and 106.5MW power plant at MALCO situated at Mettur Dam in southern India.

Strategy

Our strategic goal is to become one of the top diversified natural resources company in the world, and our strategy is based on the following four key pillars:

Delivering profitable production growth across the portfolio

We view strict cost management and increases in productivity as fundamental aspects of our day to day operations and continuously seek to improve efficiency. We were in the lowest cost quartile in terms of cost of production in our zinc mining operations worldwide in fiscal year 2014, according to Wood Mackenzie, and we intend to continue to improve our production processes and methods and increase operational efficiencies to further reduce our costs of production in all our businesses. Our current initiatives include:

• seeking improvements in operations to maximize throughput, mining and plant availability to achieve production increases at our existing facilities with minimum capital expenditures to optimize our asset utilization;

• reducing logistics costs through various initiatives. For example, we have focused on continuously reducing mining and manufacturing costs and seeking operational efficiency improvements by introducing several initiatives (which are in various stages of progress);

• reducing energy costs and consumption, including through continued investment in advanced technologies to reduce power consumption in the refining and smelting processes and in captive power plants to provide the required power;

• a strong exploration effort seeking to increase reserves, particularly in our zinc business;

• building and managing of our captive power plants to supply a majority of the power requirements of our operations;

• gaining access to relatively large and inexpensive labor and talent pools in India;

• increasing automation to reduce the manpower required for a given level of production volume;

• continuing to improve recovery ratios such that more finished product is obtained from a given amount of raw material;

• reducing purchase costs, including by entering into long-term contracts for raw materials, making investments in mining operations and optimizing the mix of raw material sourcing between long-term contracts, mining operations and the commodities spot markets to address fluctuations in demand and supply;

• securing additional sources of coal through coal block allocations and coal linkages, which are long-term supply contracts for delivery of coal, for use in power plants, such as the coal block allocation of 211 million tons we received from the Ministry of Coal for use in BALCO’s captive power plants in November 2007;

• seeking access to bauxite mines for our aluminium business in Odisha;

• seeking better utilization of by-products, including through adding additional processing capabilities to produce end-products from the by-products that can be sold at higher prices and help lower the cost of production of our core metals. For example, silver is a by-product of lead, while sulphuric acid is a by-product of zinc and lead. We are one of the leading silver producers of the world, according to Wood Mackenzie;

• developing the Rajasthan Block, which will also benefit from Cairn India’s extensive subsurface knowledge of the development areas, which includes extensive two dimensional (“2D”) and three dimensional (“3D”) seismic surveys, a comprehensive series of well tests and core and fluid analyses, helping Cairn India optimize reservoir development to maximize reserves and production;

• increasing recovery from the Rajasthan Block, commencing with the Mangala field, through enhanced oil recovery; and

• maximizing recovery from the Ravva and Cambay Basin fields and maintaining low operating costs through the application of the appropriate cost-effective technology. The Ravva and Cambay Basin fields are considered mature fields. Cairn India has undertaken various measures, such as four dimensional (“4D”) seismic surveys and infill drilling in these fields. The infill drilling in the Cambay Basin fields was completed successfully and will help increase their production potential.

Consolidation and simplification of the group structure

We are continuously seeking to increase our direct ownership of our underlying businesses to simplify and derive additional synergies and better align cash flows and debt as an integrated group by consolidating our corporate structure and integrating our operations. For example, we have completed the re-structuring of the Group pursuant to the effectiveness of Re-organization Transactions.

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See “—Consolidation and re-organization of Sesa Goa, SIIL, Vedanta Aluminium, Sterlite Energy and MALCO to form Sesa Sterlite and transfer of Vedanta’s shareholding in Cairn India to Sesa Sterlite”.

We own majority ownership interests in BALCO and HZL and have offered to acquire the remaining shares of both BALCO and HZL from the GoI. As on date, these offers have not been accepted by the GoI and therefore there is no certainty that these acquisitions will proceed. See “— Options to Increase Interests in HZL and BALCO.”

Continuing to add reserves and resources for long-term value

Our acquisitions of HZL, BALCO, Sesa Resources Limited, Skorpion, Lisheen, Black Mountain Mining, Sterlite Energy, WCL and Cairn India have contributed substantially to our growth. We continually seek new growth and acquisition opportunities in the metals and mining and related businesses in India and elsewhere, including through government privatisation programmes, where we can leverage our skills and experience. We continue to closely monitor the resource markets in our existing lines of business as well as seek out opportunities in complementary businesses such as coal mining. We also intend to continue to seek out new exploration opportunities for future growth. By selecting opportunities for growth and acquisition carefully and leveraging our skills and experience, we seek to continue to expand its business while maintaining a strong balance sheet and investment grade credit profile.

Accelerating cash flows and deleveraging

We aim to increase our cash flows from operations and decrease capital expenditures, and the indebtedness required to fund capital expenditures. As of March 31, 2014, our projects had an estimated total capital expenditure cost of $16.7 billion, of which $10.7 billion had been incurred as of such date. Net cash from operating activities was Rs.56,199 million ($936.9 million) in fiscal year 2014, a 42.1% decrease from Rs. 97,110 million in fiscal year 2013. We paid interest of Rs.49,625 million ($827.1 million) on our indebtedness in fiscal year 2014, a 1.4% increase from Rs.48,918 million in fiscal year 2013.

Basis of Presentation of ore reserves

The reported metal reserves are defined as being either “ore reserves” if reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and ore reserves, 2004 Edition, prepared by the Joint ore reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (the “JORC Code”) or “mineral reserves” if reported in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves which sets out minimum standards, recommendations and guidelines for public reporting of exploration results, Mineral Resources and Mineral Reserves in South Africa (the “SAMREC Code”). The meanings and definitions are the same. For convenience, we have standardised the term “ore reserves”. The results are reported in compliance with Industry Guide 7 of the U.S. Securities and Exchange Commission, or the SEC.

The reported ore reserves of each mine are derived following a systematic evaluation of geological data and a series of technical and economic studies by our geologists and engineers.

• The ore reserves of HZL’s Rampura Agucha, Rajpura Dariba, Sindesar Khurd, Zawar and Kayad mines were reviewed by SRK Consulting (UK) Limited as of March 31, 2014.

• The ore reserves of Skorpion’s Skorpion mine are reviewed by Axe Valley Mining Consultants Ltd as of March 31, 2014.

• The ore reserves of Black Mountain Mining’s Black Mountain mine are derived from management estimates as of March 31, 2014.

• The ore reserves of Lisheen mine are derived from management estimates as of March 31, 2014.

• The proved oil, condensate, and sales-gas reserves of Cairn India operated blocks were reviewed by DeGolyer and MacNaughton (“D&M”) as of March 31, 2014.

• The ore reserves of our iron ore mines in India are derived from management estimates as of March 31, 2014.

• The ore reserves of our iron ore mine in Liberia were audited by RPA Inc. as of April 6, 2014.

• The ore reserves of CMT’s copper mines are derived from management estimates as of March 31, 2014.

• The ore reserves of BALCO’s Mainpat and Bodai-Daldali bauxite mines were reviewed by Geo Solutions Private Limited as of March 31, 2014.

An “ore reserve” is the economically mineable part. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental

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factors. These assessments demonstrate that at the time of reporting that extraction could reasonably be justified. Ore reserves are sub-divided in order of increasing confidence into probable ore reserves and proven ore reserves.

In addition to the ore reserves we have identified further mineral deposits as either extensions of or additions to its existing operations that are subject to ongoing exploration and evaluation.

Our Zinc India Business

Overview

Our Zinc India business is owned and operated by HZL. HZL’s fully-integrated zinc operations include five lead-zinc mines, one rock phosphate mine, four hydrometallurgical zinc smelters, two lead smelters, one pyrometallurgical lead-zinc smelter, seven sulphuric acid plants and nine captive power plants at our Chanderiya, Dariba, Debari and Zawar facilities in the State of Rajasthan, processing and refining facilities for zinc at Haridwar and processing and refining facilities for zinc and lead, as well as a silver refinery at Pantnagar, both located in the State of Uttarakhand in northern India. HZL sources almost all of its concentrate requirements from its mines and also exports surplus zinc and lead concentrates.

We first acquired an interest in HZL in April 2002 and have since then significantly improved its operating performance through expansion and by improving operational efficiencies and reducing unit costs. HZL improved its operating performance further by:

• benefiting from low-cost production available from its two hydrometallurgical zinc smelters with capacity of 210,000 tpa each at Chanderiya commissioned in May 2005 and December 2007, and expanded in April 2008 together with associated captive power plants at Chanderiya;

• benefiting from low-cost production available from one of its hydrometallurgical zinc smelters with capacity of 210,000 tpa at Rajpura Dariba smelting complex, which was commissioned in March 2010, and also from its 100,000 tpa lead smelter at the Rajpura Dariba mine complex, which was commissioned in July 2011;

• increasing the total zinc smelting production capacity;

• commissioning a new silver refinery at Pantnagar of 350 tpa in Pantnagar, and subsequent increase in the capacity to 518 tpa;

• increasing the percentage of concentrates being sourced from its Rampura Agucha mine as compared to its other mines to lower its cost of obtaining zinc concentrate. HZL has been able to maintain a high share of concentrate from this mine by consistently adding to the capacity of the mine and the concentrator and by also adopting the technique of underground mining;

• commissioning a concentrator at Sindesar Khurd mine of 1.5 mmtpa in 2011 and increased capacity to 2.0 mmtpa in fiscal year 2012;

• commencing ore mining Kayad mine since fiscal year 2013;

• commissioning a new roaster in April 2013 in the Dariba facility, with an associated sulphuric acid plant capacity of 306,000 tpa;

• continuing its initiatives to improve operational efficiencies at its existing operations;

• reducing power costs by building on-site captive power plants rather than relying on state power grids;

• reducing the size of its workforce including through a voluntary retirement plan; and

• increasing productivity and upgrading existing technology

HZL pays royalties to the state government of Rajasthan based on its extraction of lead-zinc ore. With effect from August 13, 2009, the royalty rate increased from 6.6% to 8.4% of the LME zinc metal price payable on the zinc metal contained in the concentrate produced and from 5.0% to 12.7% of the LME lead metal price payable on the lead metal contained in the concentrate produced. For silver, HZL pays royalty at a rate of 7% of the silver London Bullion Market Association price chargeable on silver-metal produced. The royalties we pay are subject to change. See “Item. 3—Key Information—D. Risk Factors—Risks Relating to Our Industry—Changes in tariffs, royalties, cess, customs duties, export duties and government assistance may reduce our Indian market domestic premium, which would adversely affect our profitability and results of operations”. We have a 64.9% ownership interest in HZL, with the remainder owned by the GoI (29.5%) and institutional and public shareholders (5.6%).

We have exercised the second call option by a letter dated July 21, 2009 to acquire the GoI’s remaining ownership interest in HZL although the exercise is currently subject to dispute. See “—Options to Increase Interests in HZL and BALCO—Call Options over shares in HZL”.

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Principal Products

Zinc

We produce and sell zinc ingots in all three international standard grades: Special High Grade (SHG—99.994%), High Grade (HG—99.95%) and Prime Western (PW—98.0%). We sell most of our zinc ingots to Indian steel producers for galvanizing steel to improve its durability. Some of our zinc is also sold to alloy, dry cell battery, die casting and chemical manufacturers.

Lead

We produce and sell lead ingots of 99.99% purity primarily to battery manufacturers and to a small extent to chemical manufacturers.

By-products

Sulphuric Acid

Sulphuric acid is a by-product of our zinc and lead smelting operations. We sell sulphuric acid to fertilizer manufacturers and other industries.

Silver

Silver is a by-product of our lead smelting operations. We produce and sell silver ingots primarily to industrial users and traders of silver.

Lead-Zinc Mines

HZL normally sources all of the lead-zinc ore required for its business from its Rampura Agucha open-pit and underground mine, Zawar and Rajpura Dariba, Sindesar Khurd and Kayad underground mines in Northwest India. In fiscal year 2014, 0.8% and 9.3% of the zinc and lead production respectively were through sourced concentrates. Lead-zinc ore extracted from the mines is conveyed to on-site concentrators and beneficiation plants that process the ore into zinc and lead concentrates. With its good ore mineralogy providing a high metal recovery ratio, the Rampura Agucha mine accounted for 82.1% of HZL’s total mined metal in zinc and lead concentrate produced in fiscal year 2014, with the Zawar, Rajpura Dariba and Sindesar Khurd mines accounting for the remaining 4.6%, 3.6% and 9.7%, respectively. The zinc and lead concentrates are then transported by road to the nearby Chanderiya, Dariba and Debari smelters. HZL did not sell any zinc or lead concentrate from its mines to third party smelters during fiscal year 2014.

Our current Indian Bureau of Mines, or IBM, approvals for the Rampura Agucha mine, the Zawar mine, Sindesar Khurd mine and the Rajpura Dariba and Kayad mine limit our extraction of lead-zinc ore from the mines to approximately 6.15 million tpa, 1.5 million tpa, 2.0 million tpa, 0.9 million tpa and 0.35 million tpa, respectively, in fiscal year 2014.

Zinc Smelters

HZL has two types of zinc smelters, hydrometallurgical and pyrometallurgical. Four of HZL’s smelters are hydrometallurgical and one of is pyrometallurgical. The hydrometallurgical smelter located in Vizag has discontinued its operations in fiscal year 2014.

The hydrometallurgical smelting process is a roast, leach and electrowin (“RLE”) process. Zinc concentrate is first oxidized in the roaster and the gases generated are cleaned and sent to the sulphuric acid plant. The primary output from the roaster, called calcine, is sent to the leaching plant to produce a zinc sulphate solution that is then passed through a cold or hot purification process to produce purified zinc sulphate solution. The purified zinc solution then goes through an electrolysis process to produce zinc cathodes. Finally, the zinc cathodes are melted and cast into zinc ingots.

The pyrometallurgical smelter uses the imperial smelting process or ISP^TM, which process starts with sintering, where a mixture consisting of lead and zinc concentrates and fluxes is passed through the sinter machine to remove the sulphur. The gases generated from the sintering process are sent to the sulphuric acid plant. The de-sulphurized output of the sinter machine is broken for size reduction before being fed into an imperial smelting furnace (“ISF”), where it is smelted with preheated metallurgical coke and air. During the smelting process, molten lead trickles down to the bottom of the ISF and zinc rises up as vapor. The vapor is passed into a condenser where it is then absorbed back into the molten lead. The molten lead is cooled to separate out the zinc, which is then passed through a process of double distillation and condensation through which any remaining lead is removed to produce pure zinc metal which is cast into ingots. The lead removed through this process is sent to the pyrometallurgical lead smelter. In this process, silver is also produced as a by-product.

Lead Smelters

HZL has two lead smelters, one in Chanderiya and the other in Dariba. The smelter in Chanderiya uses Ausmelt™ technology and the other smelter in Dariba uses Shuikoushan Smelting Technology or SKS oxygen bottom blowing technology. There is also a lead-zinc smelter at Chanderiya which uses the pyrometallurgical ISF™ process.

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HZL’s lead smelter located in Dariba is based on SKS oxygen bottom blowing technology where lead concentrate is smelted directly in the SKS furnace along with fluxes. SKS furnace produces lead bullion and slag. SKS furnace slag is then reduced in blast furnace to produce bullion. Lead bullion produced in these processes is then treated in the lead refinery plant to produce high purity electrolytic grade lead ingots. Slag from blast furnace is fumed to produce zinc oxide dust. Off-gas containing sulphur dioxide gas is cleaned and treated in the sulphuric acid plant.

HZL’s lead smelter located in Chanderiya is based on Top Submerged Lance or TSL technology where lead concentrate is smelted directly in a vertical furnace along with flux. Lead bullion produced in this process is then treated in the lead refinery plant to produce high purity lead ingots. Off-gas containing sulphur dioxide gas is then cleaned and treated in the sulphuric acid plant.

Delivery to Customers

The zinc, lead and silver ingots and the sulphuric acid by-product are transported by road to customers in India. Zinc ingots are also shipped for export.

Principal Facilities

Overview

The following map shows the locations of HZL’s facilities in the State of Rajasthan:

Mines

Rampura Agucha

The Rampura Agucha lead-zinc mine is located near Gulabpura in the north-western State of Rajasthan.

The good ore mineralogy of the mine provides a high metal recovery ratio and a low overall cost of production for zinc concentrate extracted from the mine. The mining and processing facilities are modern and in good condition.

The Rampura Agucha mine was the largest zinc mine in the world on a production basis in the year 2013, according to Wood Mackenzie. It is a sediment-hosted zinc deposit which lies within gneisses and schists of the Precambrian Mangalwar Complex. The main ore body is 1.5 kilometers long and has a width ranging from 5 meters to 120 meters with an average of approximately 58 meters. The southern boundary of the ore body is sharp and steeply dipping while the northern margin is characterized by thinner mineralized zone. Grades remain relatively consistent with depth. The ore body consists of sphalerite and galena, with localized concentrations of pyrite, arsenopyrite, pyrrhotite and tetrahedrite-tennantite.

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The ore body is mined by open-pit and underground methods. The capacity of the mine and concentrator was expanded between 2003 and 2010 from 2.4 million tpa to 6.2 million tpa for mine and 6.5 million tpa for mill through the purchase of additional mining equipment, upgrades to the truck fleet, improvements to the operational efficiency of the plant and the installation of a new semi-autogenous, or SAG, mill and ball mill circuit.

Mining at Rampura Agucha is a simple drill and blast, load and haul sequence using 221 metric tons trucks and 34 cubic meter excavators. Ore is fed to the primary crusher and waste is dumped at the waste dump. The mining equipment is owner-operated. The processing facility is a conventional crushing, milling and differential lead-zinc floatation plant. Ore from the open-pit is crushed in a series of three crushing circuits and then milled in four streams, one rod mill-ball and three other sag mill-balls in closed circuit. The milled ore is then sent to the lead flotation circuit which includes roughing, scavenging and three stages of cleaning. The lead concentrates are thickened and filtered ahead of storage and transport to the Chanderiya and Dariba lead smelter. The lead flotation tails proceed to zinc flotation which comprises roughing, scavenging and four stages of cleaning. Zinc concentrates are thickened and filtered ahead of storage and transported to different HZL zinc smelters. Zinc flotation tails are thickened ahead of disposal to the tailings dam.

Since 2004, exploration at Rampura Agucha has resulted in significant increases in the reserves at the mine. Following an extensive drilling program of 238 holes, approximately 113,552 meters to convert mineralized material to reserves, better definition of the ore body boundaries, addition of mineralized material and the conduct of open-pit re-optimization, as well as the commencement of underground mine project work, the reserves were 57.5 million tons as of March 31, 2014 with an average grade of 13.7% zinc, 1.8% lead and 58 ppm silver after depletion. The drill spacing for the definition of proven reserves was approximately 50 meters by 50 meters while for probable reserves was 100 meters by 100 meters. HZL commenced production at the mine in 1991. Since inception, approximately 64.8 million tons of ore, with an ore grade of 12.7% zinc and 1.9% lead, respectively, have been extracted from the open-pit mine. Mineralized material now extend up to 1,190 meters below surface. HZL also believes that additional mineralization exists in an extension in the depth and breadth of the established mineralized material boundary and exploration drillings and is continuing to evaluate the potential of this deeper mineralization. As of March 31, 2014, HZL estimates the remaining mine life at Rampura Agucha to be 15 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan.

In fiscal year 2014, 5.80 million tons of ore at 12.4% zinc and 1.7% lead were mined from Rampura Agucha, which produced 1.27 million tons of zinc concentrate at 51.5% zinc and 94,434 tons of lead concentrate at 60.3% lead. Approximately 71.75 million tons of waste was removed giving a strip ratio of 13.09 tons of waste per ton of ore mined. The expansion of the mine from 5 mmtpa to 6.15 mmtpa was completed in 2010 and has resulted in a significant increase in the strip ratio as there was dimensional change in the pit with the ultimate depth of the mine increasing to 372 meters. Rampura Agucha mine has initiated a number of steps to optimise the strip ratio. During fiscal year 2014, approximately 90.7% of the zinc was recovered to the zinc concentrate, while 59.0% of the lead and 63.2% of the silver was recovered from the metal contained in the ore mined. The strip ratio is expected to increase to about 15.7 tons in fiscal year 2015, considering the anticipated overburden removal of about 65.7 million tons and ore production of 4.2 million tons from the open-pit. Rampura Agucha mine has initiated a number of steps to optimize the strip ratio. We expect to produce 1.0 million tons of developmental ore from the underground mine in fiscal year 2015.

In fiscal year 2014, no zinc or lead concentrate was sold to third parties from the Rampura Agucha mine.

The gross book value of the Rampura Agucha mine’s fixed assets and mining equipment (including assets related to the Rampura Agucha’s underground mining operations and the Kayad mine) was Rs. 38,402 million ( $ 640.0 million) as of March 31, 2014.

Power is mainly supplied from 234 MW captive power plants at Chanderiya, a 160 MW captive power plant at Dariba and a 80 MW captive power plant at Zawar with two backup 5 MW generators on-site. Water to the site is pumped 57 km from radial wells in the Banas River. A water extraction permit has been granted, which provides sufficient water for a production rate of approximately 6 mmtpa.

Rajpura Dariba

Rajpura Dariba is a medium sized underground lead-zinc mine and processing facility located northeast of Udaipur in the Rajsamand district of Rajasthan, Northwestern India.

The ore at Rajpura Dariba occurs in the north, south and east lenses which are typically 15 meters to 50 meters thick, are conformable with the stratigraphy and dip approximately 65 degrees to the east. The lenses have strike lengths of 500 to 900 meters. They lie within a synclinal structure with a north-south axis, which is overturned to the west with steep easterly dips. The lead and zinc mineralization is hosted within silicified dolomites and graphite mica schists. The main ore minerals are galena and sphalerite, with small amounts of pyrite, pyrrhotite and silver bearing tetrahedrite-tennantite. The proven and probable reserves for the Rajpura Dariba mine as of March 31, 2014 are 10.0 million tons at 6.4% zinc, 1.6% lead and 58 particles per million silver after depletion.

Mining at Rajpura Dariba commenced in 1983 and is carried out using the vertical crater retreat method and blasting hole mining method with mined out stopes backfilled with cemented classified mill tailings. In certain areas the ground conditions

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adversely affect slope stability and dilution. These ground conditions are the result of the weak graphitic nature of the shear zone combined with the dissolution of fractured and sheared dolomites by percolating acidic groundwater derived for overlying adjacent oxidized zones. HZL’s Rajpura Dariba’s mine permit is valid until May 2030. The mine is serviced by two vertical shafts approximately 600 meters deep. The main shaft is 6 meters in diameter and the auxiliary shaft is 4.5 meters in diameter. The main shaft has the capacity to hoist 1.0 million tpa of ore and is equipped with a modern multi-rope koepe winder. All personnel and materials are hoisted in a large counterbalanced cage which is operated by the koepe winder. The surface infrastructure includes ventilation fans, compressors and ore loading facilities. A 2.2 km surface decline was commissioned in September 2013 to increase the ore production.

The ore is crushed underground before being hoisted to the surface. It is then crushed again and milled before undergoing a lead flotation process incorporating roughing, scavenging and includes three stages of cleaning. A facility exists at the mine to direct lead rougher concentrate to multi-gravity separators in order to reduce the graphite levels in the final concentrate as required. Lead flotation tails are sent to the zinc flotation process. The facility is able to direct zinc rougher concentrate to column flotation cells to reduce silica levels in the final concentrate if required. Zinc flotation tails proceed to a backfill plant where they are cycloned with the underflow proceeding to intermediate storage where cement is added in preparation for use as underground fill. The cyclone overflow is thickened to recover water ahead of disposal in the tailings dam. The final lead and zinc concentrates are thickened, filtered and stored before they are sent to HZL’s smelters.

Power for the mine is supplied largely from HZL’s 160 MW captive power plants at Dariba and through a contract with a state-owned entity. Water is sourced via a 22-kilometer long pipeline from the Matri Kundia Dam as well as from underground. Water supply has been erratic in the past requiring supplemental supplies to be delivered by truck.

The gross book value of the Rajpura Dariba mine’s fixed assets and mining equipment is approximately Rs. 3,852 million ($ 64.2 million) as of March 31, 2014.

As of March 31, 2014, HZL estimates the remaining mine life at Rajpura Dariba to be around 9 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan. An exploration programme is also underway to identify new resources with the potential to be upgraded to reserves, and has been and continues to be focused on maintaining the reserve position after annual mining depletion. The drill spacing for proved reserves was approximately 30 meters while for probable reserves was less than 60 meters.

The average grade for each individual stope was defined using standard parameters for internal waste and dilution and a geological cut-off grade of 3.0% combined lead and zinc, though the mineralization generally has a sharp natural contact. The in-situ quantities and qualities were adjusted by applying a mining loss factor of 10.0%, a dilution factor of between 12.0% and 20.0% depending on ground conditions. These parameters are based on a reconciliation of historical production. Stopes with average grades below this economic cut-off grade were excluded from the reserve estimate. The final reserve estimate is the sum of the stopes with an average grade above the economic cut-off limit. As the stopes are all accessed using the existing infrastructure and as there is sufficient capacity on the tailings dam, the capital expenditure was limited to the replacement of mining equipment and was therefore considered not to have a material impact on the cut-off grade.

In fiscal year 2014, no zinc or lead concentrate were sold to third parties from the Rajpura Dariba mines. In fiscal year 2014, 610,242 tons of ore at a grade of 5.3% zinc and 1.3% lead ore was mined at Rajpura Dariba mine which produced 52,212 tons of zinc concentrate at 50.7% zinc, 12,241 tons of lead concentrate at 43.3% lead and 1,839 grams per ton of silver, with 82.8% of the zinc being recovered in the zinc concentrate and 67.7% of the lead and 71.3% of the silver. No bulk concentrate was produced during fiscal year 2014.

Sindesar Khurd

The latest addition to the Rajpura Dariba mining operation is the Sindesar Khurd large scale underground mine deposit that was explored during 1992 to 1995. Mine production began at the Sindesar Khurd mine in April 2006 and HZL’s mining permit is valid until 2029.

The Sindesar Khurd mine lies on the same geological belt as the Rajpura Dariba mine. The mine is approachable from Rajpura Dariba mines by a metalled road.

The Sindesar Khurd deposit consists of a lens that is up to 50 meters thick, with a fairly complex shape and internal grade distribution due to intercalation of richer dolomite-hosted ore and low-grade mineralization in mica schists. In addition, there are discrete narrow ‘minor’ lenses distributed parallel to main lens all around at various locations and varied depth typically classified as auxiliary lenses. The principal ore forming minerals are sphalerite and galena and the rock forming minerals are calcite, dolomite, quartz, mica, garnet and tremolite. The mineralization is strata-bound (in metamorphous dolomite) and is structurally controlled (possibly concentrated limb shears of secondary faults). The mineralization has been described as of sedimentary exhalative deposit or SEDEX origin.

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The mineralization has been traced over almost 2.5 kilometers along strike and 1.1 kilometer vertical extension. In the mine area, dip is steep westerly, while the dip turns into easterly direction in the lower-southern part of the deposit. The current “mine block” extends over 900 meters along strike and up to 360 meters depth extension.

The deposit has been drilled to a depth of approximately 1100 meters below surface and the ore body is traced over approximately 2 kilometers along the strike with an 1100 meters vertical extension. While the deposit is still open in depth in the southern extension of the present mine block, the area below the mine block and towards the north extension only has narrow and low to moderate grade mineralization intersected.

Exploration at the south part of Sindesar Khurd has been continuing since March 2005 with a drilling program aimed at increasing the size of the ore body. A continuous exploration program from underground is also underway with the aim to upgrade the reserve status so that the stopes planned to be mined out shall be extracted with maximum recovery and thereby reducing mining losses. The drill spacing for proven reserves was 12.5-25 meters while for probable reserves was less than 25-50 meters. A total of 210 holes and 13,139 meters of drilling below surface was accomplished by March 31, 2014 and 37,339 meters of underground exploration drilling was accomplished by March 31, 2014.

According to JORC reserves and resources statement, the proven and probable reserves for the Sindesar Khurd mine as of March 31, 2014 is 20.4 million tons with 4.6% zinc and 2.6% lead and 155 particles per million silver after depletion. The in-situ quantities are adjusted by applying a mining loss factor of 5.0% and dilution factor of 16.0%.

Access to the mine is through an incline shaft and declines (North and South) from the surface while ore is hauled through the declines by low profile dump truck or LPDTs. The ore body is accessed via horizontal drives on six levels. The mine currently utilises Sub Level Open Stoping (“SLOS”) mining method with stope panels varying from 30 to 50 meters in strike.

Ore produced from the mine is treated at 2.0 mmtpa beneficiation plant at Sindesar Khurd. Lead and zinc concentrates are sent to their respective high rate thickeners installed separately for lead concentrate and zinc concentrate generated from the concentrator. Tailing dewatering and disposal section comprises of hydro cyclone, tailing thickener, neutralization tank, pumping of tailing to tailing pond and reclaimed water pumping. Lead and zinc concentrates are thickened, filtered and stored before they are sent to HZL’s smelters.

The gross book value at this mine is approximately Rs. 13,143 million ($219.1 million) as of March 31, 2014.

As of March 31, 2014, HZL estimates the remaining mine life at Sindesar Khurd to be around 7 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan.

Power for the mill and mine is supplied from HZL’s captive power plant recently commissioned at Dariba itself. Water is sourced via a 66 kilometer long pipeline from the Matri Kundia dam and Manasi Wakal dam.

In fiscal year 2014, 1,723,253 tons of ore at a grade of 3.5% zinc and 2.1% lead ore was mined at the Sindesar Khurd mine, which produced 105,562 tons of zinc concentrate at 50.8% zinc, 60,128 tons of lead concentrate at 52.0% lead and 2,371 grams per ton of silver with 87.8% of the zinc being recovered in the zinc concentrate and 85.5% of the lead and 83.9% of the silver.

Zawar

Zawar consists of four mines namely, Mochia, Balaria, Zawar Mala and Baroi. The deposit is located in Udaipur city, in Rajasthan in Northwest India. The deposits lie within a 36.2 square kilometers mining lease granted by the state government of Rajasthan which expired on March 29, 2010. An application to the state government was submitted on November 25, 2008 for the renewal of the mining lease. The mines are currently operating under deemed renewal. As of January 2013, mining activities at these mines have resumed, pursuant to an in-principle approval from the MoEF for forest diversion received on January 24, 2013. The mine plan was approved by the Indian Bureau of Mines on August 21, 2009 and was subsequently modified on October 4, 2012 determining the limit of 1.5 mmtpa. The current operating capacity is 1.2 mmtpa.

The four deposits at Zawar are hosted by low grade metamorphosed sediments consisting of greywackes, phyllites, dolomites and quartzites that unconformably overlay the Pre-Cambrian basement. The lead-zinc-pyrite mineralization is strata bound and occurs as vein-stringers reflecting the high level of fractures within the more competent dolomites. There are multiple ore bodies that are complex in some areas as the lenses split and enclose waste rock. The ore bodies are steeply dipping. Zawar uses the “sub-level open stoping mining method” and its variants for the majority of its production.

Ore processing is carried out in a conventional comminution and flotation plant having facility for “differential” as well as “bulk flotation” of zinc and lead metals. The ore is crushed primarily underground and then hoisted to the surface. Thereafter, the ore is crushed to 15mm in size before being milled to 74 microns. In the differential flotation process, milled ore is conveyed separately to two lead flotation circuits and undergoes a process incorporating roughing, scavenging and cleaning. Lead flotation tails proceed to two zinc flotation circuits comprising roughing, scavenging and cleaning. Zinc flotation tails are disposed in slurry form in designated tailings disposal area. Lead and Zinc concentrates are thickened, filtered and then stored before they are sent to HZL’s smelters. In the bulk flotation process, milled ore is conveyed to the flotation circuit and undergoes a process incorporating roughing, scavenging and cleaning. Final bulk concentrate is thickened, filtered and then stored before it is sent to the lead zinc smelter at Chanderiya. Bulk flotation tails are disposed in slurry form in designated tailings disposal areas.

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In fiscal year 2014, approximately 1,003,600 tons of ore at 2.8% zinc and 1.7% lead was mined which produced 68,432 tons of bulk concentrate at 37.6% zinc and 22.3% lead. The recovery of zinc and lead during fiscal year 2014 was 90.8% and 90.2%, respectively.

The gross book value of the Zawar fixed assets and mining equipment was approximately Rs. 3,735.0 million ($ 62.3 million) as of March 31, 2014 and of the new 80 MW coal-based thermal captive power plant at Zawar was Rs. 3,182.0 million ($ 53.0 million).

Power is supplied through a combination of an 80 MW thermal coal-based captive power plant commissioned in December 2008 and a 6 MW captive power plant. The balance power from the 80 MW thermal coal-based captive power plant is supplied to our Debari hydrometallurgical zinc smelter and the excess power is sold to third parties.

Water consumption is controlled by an active water conservation program with supplemental water supplies sourced from a dedicated 300 million cubic foot dam.

As of March 31, 2014, HZL estimates the remaining mine life of the Zawar mine to be 5 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan. The focus of mine exploration at Zawar is to replenish the ore reserves that are being depleted through exploration activities and to look for new mineralised areas to enhance production capacity. A surface drilling programme is underway to locate deeper resources below -100 MRL up to -500 MRL. Underground exploratory drilling is carried out on a grid of between 25 meters and 30 meters which is then infilled to 12 meters and 15 meters after completing the development for final delineation of ore bodies. Past exploration has outlined additional in-mine mineral resources which require further delineation to add to reserves and further extend the mine life.

Kayad Mine

The Kayad lead-zinc mine is located in Ajmer, in the state of Rajasthan.

The Kayad lead-zinc deposit was initially prospected by Airborne Mineral Survey and Exploration wing of Geological Survey of India and drilling commenced in August 1988 and was completed in December 1991. Mineral Exploration Corporation Limited worked on the project on promotional basis, started the exploration and a total of 9,585 meters of drilling was achieved in 42 completed bore holes during 1994-1997. The detailed exploration of Kayad deposit was commenced by HZL in the month of June 1999 and continues as of today. The major rock type in the area is quartz-mica schist. There are three lenses of the ore, the main lens, K1A lens and S1 lens. The main lens ranges in average width from 5 meters to about 40 meters and a maximum strike of 900 meters. K1A lens has strike of 250 meters and the average width of 4 meters. S1 lens has a strike of 170 meters and a width of 3 meters. According to the reserve report, the proven and probable reserves for Kayad mine as of March 31, 2014 was 6.2 million tons at 10.4 % zinc and 1.5% lead. As of March 31, 2014, HZL estimates the remaining mine life of the Kayad mine to be over 6 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan.

The ground breaking of the mine commenced on June 11, 2011. A twin decline is being developed to access the ore body. Development ore production was achieved in the second quarter of fiscal year 2013, and the mine is scheduled to commence operation by fiscal year 2015. The mining method to be practised in Kayad will be Single Sublevel stoping (Bench Stoping) in the steeper portion of the deposit while transverse stoping method at flat portion along with rock filling/cemented rock filling. About 37 kilometers of development is planned by 2016. The mining is highly mechanized with 10 T and 17 T diesel load haul dump vehicles coupled with 30 T/50 T low profile dump trucks. An additional 50 T electric low profile dump trucks will be deployed as an environmental measure in the future. The run of mine will be stacked in the surface and transported by trucks or railway to the Rampura Agucha mine for beneficiation.

A mine lease of 480.45 hectare was granted to Kayad mine by the state of Rajasthan and is valid until February 2018, subject to further renewal. We have obtained surface land rights over 38 hectares. We have also obtained consent from the Indian Bureau of Mines and the MoEF to produce 1000 metric tons per day at Kayad mine and have submitted a further application to increase the Kayad mine’s capacity by 1 million tons per annum. We have also obtained consents under various environmental laws to operate the mine, including from the State Pollution Control Board.

A 33 KV power line was commissioned on February 2, 2012 to meet the constructional power requirements of the mine. The power during full capacity is proposed to be supplied from our captive power plants.

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Summary of Mine Reserves

The following table sets out HZL’s proven and probable zinc and lead reserves as of March 31, 2014:

	Proven Reserves								Probable Reserves								Total Proven and Probable Reserves										Reserve Life
Mine	Quantity		Zinc Grade		Lead Grade		Silver Grade		Quantity		Zinc Grade		Lead Grade		Silver Grade		Quantity		Zinc Grade		Lead Grade		Silver Grade		SSL Ownership
	(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t Ag)		%		Years
Rampura Agucha		14.0		14.6		2.0		56		43.5		13.4		1.8		58		57.5		13.7		1.8		58				15
Rajpura Dariba		6.9		6.2		1.6		54		3.1		6.9		1.5		67		10.0		6.4		1.6		58				9
Sindesar Khurd		3.0		3.5		1.8		98		17.4		4.8		2.7		165		20.4		4.6		2.6		155				7
Zawar		3.3		4.3		2.0		34		6.6		3.6		1.9		35		9.9		3.8		1.9		34				5
Kayad										6.2		10.4		1.5		32		6.2		10.4		1.5		32				7
Total		27.2		10.0		1.9		57		76.8		10.1		2.0		79		103.9		10.1		2.0		73		64.9

References to “g/t” are grams per ton

Additional information:

(1) The reserve estimates for each of the mines have been prepared by the mining engineer of the respective operation and the same have been certified by SRK Consulting UK. The reserves presented for the HZL mines have been adjusted to incorporate losses for mine dilution and mining recovery according to the JORC code.

(2) The cut off grade used for zinc and lead in (i) Rampura Agucha mine is 2.0%, (ii) Rajpura Dariba mine is 3.0%, (iii) Sindesar Khurd mine is 3.0%, (iv) Zawar mine is 3.0% and (v) Kayad mine is 3.0%

(3) The metallurgical recovery factor for the following HZL mines is as follows:

Mine	Metallurgical Recovery Factor
Rampura Agucha
Zinc		90.7	%
Lead		59.0	%
Rajpura Dariba
Zinc		82.8	%
Lead		67.7	%
Sindesar Khurd
Zinc		87.8	%
Lead		85.5	%
Zawar
Zinc		90.8	%
Lead		90.2	%

(4) The historic three year average commodity price for zinc, lead and silver considered for evaluation of reserves is $1,985 per ton, $ 2,158 per ton and $29.1 per oz, respectively. The historic currency conversion factor used to estimate the reserves was US dollar per Indian Rupee 54.3.

(5) The reserve quantities disclosed are for the entire mine and our share in the reserve quantities is 64.9%.

Smelters

Overview

The following table sets forth the total capacities as of March 31, 2014 at HZL’s Chanderiya, Debari, Zawar and Dariba facilities:

	Capacity
Facility(1)	Zinc		Lead		Silver		Sulphuric Acid		Captive Power
	(tpa)		(tpa)		(tpa)		(tpa)		(MW)
Chanderiya(2)		525,000		85,000		—		828,500		248.8
Debari		88,000		—		—		419,000		14.8
Zawar		—		—		—		—		86.0

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	Capacity
Facility(1)	Zinc		Lead		Silver		Sulphuric Acid		Captive Power
	(tpa)		(tpa)		(tpa)		(tpa)		(MW)
Dariba		210,000		100,000		—		710,500		160.0
Pantnagar		—		—		518		—		—
Total		823,000		185,000		518		1,958,000		509.6

(1) The Vizag facility which was operating with a smelting capacity of 56,000 tpa and a capacity of 419,000 tpa at its sulphuric acid plant has been discontinued since fiscal year 2014.

(2) The plant at Haridwar melts and casts zinc ingots from zinc cathodes produced at the Chanderiya and Dariba smelters.The plant at Pantnagar melts and casts zinc and lead ingots from zinc and lead cathodes produced at the Chanderiya and Dariba smelters. Therefore their production capacities do not increase the total production capacity of HZL’s facilities.

Chanderiya

The Chanderiya facility is located approximately 120 kilometers east of Udaipur in the state of Rajasthan. The facility contains 4 smelters, 3 associated captive power plants and 2 sulphuric acid plants:

• an ISP™ pyrometallurgical lead-zinc smelter with a capacity of 105,000 tpa of zinc and 35,000 tpa of lead that was commissioned in 1991;

• two RLE hydrometallurgical zinc smelters with a capacity of 170,000 tpa each that were commissioned in May 2005 and December 2007. Pursuant to the improvement in operational efficiencies which was completed in April 2008, the zinc smelting capacity increased by 40,000 tpa to 210,000 tpa each;

• an Ausmelt™ lead smelter with a capacity of 50,000 tpa that was commissioned in February 2006;

• associated 154 MW (2 captive plants of 77 MW each) and 80 MW coal-based captive power plants commissioned in May 2005 and April 2008, respectively;

• a 14.8 MW fuel based captive power plant transferred from Debari in March 2009 and which was originally commissioned at Debari in March 2003; and

• 3 sulphuric acid plants with a total capacity of 828,500 tpa of sulphuric acid.

Concentrate requirements for the facility are supplied by HZL’s mines. The 154 MW, 80 MW and 14.8 MW captive power plants at Chanderiya provide all of the power for the facility. The captive power plants require approximately 100,000 metric tons of coal at 6,000 gross calorific value per month, which is currently met through imports, mostly from Indonesia. The impure silver obtained as a by-product from lead smelting at this smelter is refined at the Pantnagar plant.

In addition, in January 2006, HZL secured a consortium with five other partners, the award of a coal block from the Madanpur Coal Block which is expected to help meet the coal requirements of its captive power plants in the future. HZL’s share of the coal block is 31.5 million tons which, according to the Ministry of Coal, are proved reserves with ash content ranging from 28.7% to 47.0% and with gross calorific value ranging from 3,865 kilo calories per kilogram to 5,597 kilo calories per kilogram. On June 16, 2008, the Ministry of Coal approved the consortium’s plan for mining the coal block. The coal block is located in the Hasdev Arand coal field of Chhattisgarh which falls under moderate to dense forest. The environmental clearance and approval for the forest diversion was rejected by the MoEF and accordingly, a letter of rejection was issued by the state government on January 23, 2010. The application was re-submitted to the state government and the MoEF in February 2012. The application was forwarded by the state government to the MoEF for approval of forest clearance. This forest clearance is pending with the MoEF. On February 17, 2014, the Ministry of Coal issued a letter cancelling the coal block allocation stating that the consortium could not obtain forest clearance and also the fact that the same was rejected earlier. The action of Ministry of Coal was challenged by the consortium in the High Court of Chattisgarh and a stay order was granted on March 11, 2014.

After being denied access to the Hasdev Arand coal field, HZL continues to import coal from third-party suppliers and it may pursue alternative sources. In either event, HZL does not anticipate any difficulty in obtaining an adequate supply of coal. HZL was awarded 2.4 million tons of coal linkage by the Ministry of Coal, which will enable it to source coal from mines of Coal India Limited, catering to approximately a quarter of its total coal requirements. However, linkage coal quantity supply has been stopped since April 2013, as it had been linked to the coal block allocation to the captive power plant at Chanderiya, under the Tapering Linkage Policy. HZL’s operations source their back-up power from liquid fuel-based captive power plants or from local power companies. The liquid fuel is sourced from third-party suppliers on yearly contracts.

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Dariba

The Dariba hydrometallurgical zinc smelter is located in the Rajsamand district of Rajasthan which was commissioned in March 2010 and has a capacity of 210,000 tpa. The Dariba facility also includes a 306,000 tpa sulphuric acid plant. In July 2011, we commissioned a new 100,000 tpa lead smelter, and it also includes a 98,500 tpa sulphuric acid plant. A majority of the power requirements of the facility is sourced from the160 MW coal-based captive power plant at Dariba. A new roaster was commissioned in April 2013 in the Dariba facility with an associated sulphuric acid plant capacity of 306,000 tpa. The impure silver obtained as a by-product from lead smelting at this smelter is refined at the Pantnagar plant.

Debari

The Debari hydrometallurgical zinc smelter is located in the state of Rajasthan. The hydrometallurgical zinc smelter was commissioned in 1968, uses Roast Leac Electrowin (RLE) technology and has a capacity of 80,000 tpa which was increased to 88,000 tpa in April 2008, pursuant to improvements made to its operational efficiencies. The Debari facility also includes a 419,000 tpa sulphuric acid plant. A majority of the power requirements of the facility is sourced from the coal-based captive power plant at Chanderiya and the balance is sourced from two on-site liquid fuel-based captive power plants with a combined capacity 14.8 MW, commissioned in March 2003. The liquid fuel is procured from domestic oil-producing companies through a tender process for a yearly contract.

Haridwar

The zinc ingot melting and casting plant in Haridwar in the state of Uttarakhand was commissioned in July 2008. This plant melts and casts zinc ingots from zinc cathodes produced in the Chanderiya smelter and therefore its production capacity does not increase the total production capacity of HZL’s facilities.

Pantnagar

The Pantnagar plant, which was located in Pantnagar in the state of Uttarakhand, includes a 518 tpa silver refinery that was commissioned in December, 2011, a zinc ingot and a lead ingot melting and casting plant that was commissioned in March 2012. The Pantnagar plant melts and casts zinc and lead ingots from zinc and lead cathodes that are produced by our Chanderiya and Dariba smelters and also refines the impure silver obtained as a by-product from lead smelting conducted at our Chanderiya and Dariba smelters. Therefore the Pantnagar plant does not increase the total zinc and lead production capacity of HZL’s facilities.

Vizag

The Vizag hydrometallurgical zinc smelter is located in the State of Andhra Pradesh in Southeast India. The hydrometallurgical zinc smelter was commissioned in 1977, uses older RLE technology and has a capacity of 56,000 tpa. The Vizag facility also includes a 91,000 tpa sulphuric acid plant. With effect from February 2012, the operations at Vizag were suspended due to its high cost structure and subsequently have been discontinued in fiscal year 2014.

Production Volumes

The following table sets out HZL’s total production from its Chanderiya, Debari, Dariba and the Vizag facilities for the fiscal years ended March 31, 2012, 2013 and 2014:

		For the Year Ended March 31,
Facility	Product	2012		2013		2014
	(tons, except for silver which is in kgs)
Chanderiya
—ISPTM pyrometallurgical lead-zinc smelter	Zinc		90,101		80,063		78,032
	Lead(2)		22,262		16,699		15,901
First hydrometallurgical zinc smelter	Zinc		185,491		179,232		194,023
Second hydrometallurgical zinc smelter	Zinc		188,429		183,780		204,896
AusmeltTM lead smelter	Lead		39,422		36,953		30,586
Sulphuric acid plants	Sulphuric acid		661,641		620,268		586,919
Dariba
Hydrometallurgical zinc smelter (2)	Zinc		198,204		165,403		197,715
Lead Smelter (3)	Lead		30,415		64,664		76,109
Sulphuric acid plant	Sulphuric acid		266,671		257,205		459,026
Debari
Hydrometallurgical zinc smelter	Zinc		68,046		68,445		74,501

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		For the Year Ended March 31,
Facility	Product	2012		2013		2014
	(tons, except for silver which is in kgs)
Sulphuric acid plant	Sulphuric acid		332,489		316,006		282,565
Vizag(4)
Hydrometallurgical zinc smelter	Zinc		28,445		—		—
Sulphuric acid plant	Sulphuric acid		49,787		—		—
Pantnagar
Silver Refinery (5)	Silver		206,944		373,900		349,620
Total	Zinc		758,716		676,923		749,167
	Lead(1)		92,099		118,316		122,596
	Silver		206,944		373,900		349,620
	Sulphuric acid		1,310,588		1,193,479		1,328,510

Notes:

(1) Excludes lead containing a high content of silver (high silver lead) produced from the pyrometallurgical lead-zinc smelter for captive use, which was 6,625 tons, 6,500 tons and 7,262 tons in fiscal years 2012, 2013 and 2014, respectively.

(2) The hydrometallurgical zinc smelter was commissioned in March 2010.

(3) The Dariba lead smelter was commissioned in July 2011.

(4) The operations at Vizag facility was suspended in February 2012 and subsequently have been discontinued in fiscal year 2014.

(5) The silver refinery at Pantnagar was commissioned in December 2011.

The following table sets out HZL’s total ore, zinc concentrate, lead concentrate and bulk concentrate production for the fiscal years ended March 31, 2012, 2013 and 2014:

		Year Ended March 31,
Mine (Type of Mine)	Product	2012			2013			2014
		(tons, except percentages)
Rampura Agucha (Open-pit)	Ore mined		5,947,081			6,098,760			5,481,006
	Ore grade –Zinc		12.0	%		12.3	%		12.4	%
	Lead		1.8	%		1.9	%		1.7	%
	Recovery –Zinc		90.6	%		89.4	%		90.7	%
	Lead		56.6	%		57.6	%		59.0	%
	Zinc concentrate		1,261,570			1,317,845			1,196,399
	Lead concentrate		101,629			109,593			89,106
Rampura Agucha (Underground)	Ore mined		—			50,664			322,846
	Ore grade –Zinc		—			14.3	%		12.6	%
	Lead		—			1.6	%		1.7	%
	Recovery –Zinc		—			89.4	%		90.7	%
	Lead		—			57.6	%		59.0	%
	Zinc concentrate		—			12,727			71,916
	Lead concentrate		—			518			5,328
Kayad (Underground)	Ore mined		—			28,255			149,286
	Ore grade –Zinc		—			7.7	%		7.9	%
	Lead		—			1.2	%		1.1	%
	Recovery –Zinc		—			89.4	%		90.7	%
	Lead		—			57.6	%		59.0	%
	Zinc concentrate		—			3,840			22,061
	Lead concentrate		—			330			1,703

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		Year Ended March 31,
Mine (Type of Mine)	Product	2012			2013			2014
		(tons, except percentages)
Rajpura Dariba (Underground)	Ore mined		587,600			554,354			610,242
	Ore grade – Zinc		5.4	%		5.4	%		5.3	%
	Lead		1.3	%		1.3	%		1.3	%
	Recovery – Zinc		83.3	%		83.5	%		82.8	%
	Lead		70.8	%		70.1	%		67.7	%
	Zinc concentrate		41,512			39,860			52,212
	Lead concentrate		9,425			9,164			12,241
	Bulk concentrate(1)		20,003			13,623			—
Sindesar Khurd (Underground)	Ore mined		1,303,050			1,585,150			1,723,253
	Ore grade – Zinc		4.4	%		3.8	%		3.5	%
	Lead		2.2	%		2.4	%		2.1	%
	Recovery – Zinc		84.0	%		86.3	%		87.8	%
	Lead		83.0	%		85.4	%		85.5	%
	Zinc concentrate		100,683			101,480			105,562
	Lead concentrate		49,455			60,164			60,128
Zawar (Underground)	Ore mined		204,150			304,680			1,003,600
	Ore grade – Zinc		3.8	%		3.8	%		2.8	%
	Lead		0.5	%		1.1	%		1.7	%
	Recovery – Zinc		90.8	%		91.8	%		90.8	%
	Lead		83.4	%		89.0	%		90.2	%
	Zinc concentrate		—			—			—
	Lead concentrate		—			—			—
	Bulk concentrate(1)		22,007			21,745			68,432
Total	Ore mined		8,041,881			8,621,863			9,290,233
	Zinc concentrate		1,403,765			1,475,752			1,448,151
	Lead concentrate		160,509			179,769			168,505
	Bulk concentrate(1)		42,010			35,368			68,432

Note:

(1) Bulk concentrate is concentrate that contains both zinc and lead.

Principal Raw Materials

The principal inputs of HZL’s zinc smelting business are zinc and lead concentrates and power. HZL has in the past been able to secure an adequate supply of the principal inputs for its business.

Zinc and Lead Concentrates

Zinc and lead concentrates are the principal raw material of HZL’s smelters. HZL’s lead-zinc mines have normally provided all of its requirements for zinc and lead concentrates in the past. However, fiscal years 2013 and 2014 were an exception with a marginal portion of the metal being produced through sourced concentrates. In fiscal year 2014, 0.8% and 9.3% of the zinc and lead production respectively was through sourced concentrates, as the mined metal production was relatively lower in the first half of the year in line with the mine plan. We expect HZL’s mines to continue to provide all of its zinc and lead concentrate requirements for the foreseeable future.

Power

Most of HZL’s operations are powered by the coal-based captive power plants at Chanderiya, Dariba and Zawar. HZL imports the required thermal coal from a number of third party suppliers and part of the requirement is sourced by way of linkage with South Eastern Coalfields Ltd (which is a subsidiary of Coal India Limited). HZL was awarded 2.43 million tons of coal linkage by Ministry of Coal. However, due to limited coal availability, Coal India Limited has been supplying only 50.0% of the 2.4 million tons linkage quantity. As of April 2013, the coal supplies to Chanderiya have stopped due to pending decision at Ministry of Coal on the linkages for plants which have been allocated coal blocks, although supplies to HZL’s power plants at Dariba and Zawar are continuing and the linkage quantity for these plants has been restricted at 1.2 million tons.

HZL’s remaining operations source their required power from liquid fuel-based captive power plants or from local power companies. The liquid fuel is sourced from third party suppliers on yearly contracts.

78

Metallurgical Coke

In addition, HZL’s pyrometallurgical smelter at Chanderiya requires metallurgical coke that is used in the smelting process. HZL currently sources its metallurgical coke requirements from third parties under long-term contracts and the open market.

Distribution, Logistics and Transport

Zinc and lead concentrates from HZL’s lead-zinc mines are transported to the Chanderiya and Debari smelters by road. Zinc concentrate may also be shipped for export. Zinc and lead ingots, silver and sulphuric acid by-products are transported primarily by road to customers in India directly or via HZL’s depots. Zinc and lead cathodes are mostly transported by rail to its processing and refining facilities in Uttarakhand state in north India. Zinc and lead ingots are transported for exports to ports in India primarily by rail, from where they are loaded on ships.

Sales and Marketing

HZL’s 10 largest customers accounted for approximately 39.3%, 40.3% and 41.2% of its revenue in fiscal years 2012, 2013 and 2014 respectively. No customer accounted for greater than 10.0% of HZL’s Zinc business revenue in fiscal years 2012, 2013 and 2014.

HZL’s marketing office is located in Mumbai, and it has field sales and marketing offices in most major metropolitan centers in India. In fiscal year 2014, HZL sold approximately 76.2% of the zinc and lead metal it produces in the Indian market and exported approximately 23.8% of our Zinc India segment revenue.

Approximately 97.0% of the zinc metal that HZL produced in fiscal year 2014 was sold under annual contracts specifying quantity, grade and price, with the remainder sold on the spot market. The contract sales price is linked to prevailing LME price with an additional physical market premium. Thus, the price that HZL receives for its zinc is dependent upon, and subject to fluctuations in the LME price.

Projects and Developments

HZL has been actively conducting exploration, which has resulted in net Ore Reserves of 103.9 million tons across all mines in fiscal year 2014. Based on long-term evaluation of assets and in consultation with mining experts, we have finalised the next phase of growth, which will involve sinking of underground shafts and developing underground mines. The plan comprises developing a 3.75 mmtpa underground mine at Rampura Agucha mine and expanding the Sindesar Khurd mine from 2.0 mmtpa to 3.75 mmtpa, Zawar mines from 1.5 mmtpa to 5.0 mmtpa, Rajpura Dariba mine from 0.6 mmtpa to 1.2 mmtpa and Kayad mine from 0.35 mmtpa to 1.0 mmtpa. The plan also involves the opening up of a small new mine at Bamnia Kalan in the Rajpura Dariba belt. The growth plan will increase mined metal (MIC) production capacity to 1.2 mmtpa. The estimated cost for these projects amounts to Rs. 79,400 million ($ 1,323.3 million). As of March 31, 2014 we had spent Rs. 11,420 million ($ 190.3 million) on these projects. These projects are financed from internal sources.

Market Share and Competition

HZL is the only integrated zinc producer in India and had a market share by sales volume of the Indian zinc market of 89.0% in fiscal year 2014, according to ILZDA. The only other zinc producer in India, but not integrated and depends on imports of zinc concentrate, is Binani Zinc Limited, which had a market share of 3.0% of the Indian market in terms of sales volume in fiscal year 2014, according to ILZDA. Imports and secondary sources accounted for the remaining 8.0% market share, according to ILZDA. Zinc is a commodity product and HZL competes primarily on the basis of price, time of delivery and location. Zinc metal also faces competition as a result of substitution of materials, including aluminium, stainless steel and other alloys, plastics and other materials being substituted for galvanized steel and epoxies, paints and other chemicals being used to treat steel in place of galvanization in the construction market.

HZL is the only primary lead producer in India, with competition coming from imports which provide a substantial majority of the lead consumed in India. Lead is a commodity product and HZL competes primarily on the basis of price, time of delivery and location.

Our Zinc International Business

Overview

On May 10, 2010, Sterlite agreed to acquire the zinc business of Anglo American Plc for a total consideration of Rs. 69,083 million ($ 1,513.1 million) which comprised of:

(1) a 100.0% stake in Skorpion which owns the Skorpion mine and refinery in Namibia;

(2) a 74.0% stake in BMM, which includes the Black Mountain mine and the Gamsberg Project, in South Africa; and

(3) a 100.0% stake in Lisheen, which owns the Lisheen mine in Ireland.

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On December 3, 2010, we announced the completion of the acquisition of 100.0% stake in Skorpion by Sterlite Infra Limited, a wholly-owned subsidiary of Sterlite for a consideration of Rs. 32,098 million ($ 706.7 million). On February 4, 2011, we announced the completion of the acquisition of the 74.0% stake in BMM for a consideration of Rs. 11,529 million ($ 250.9 million), net of refund of $ 9.3 million. On February 15, 2011, we announced the completion of the acquisition of 100.0% stake in Lisheen for a consideration of Rs. 25,020 million ($ 546.2 million). The purchase price for the zinc business was paid in US dollars and has been converted into Indian Rupees based on the exchange rate as on the date of each such acquisition. The zinc business of Anglo American Plc acquired by us has been categorised as a separate reportable segment “Zinc- International”.

Skorpion

Overview

THL Zinc Namibia Holdings (Proprietary) Limited was incorporated on June 16, 1998 and is headquartered is at the Skorpion Zinc mine site, which is situated 25 kilometers north of Rosh Pinah Namibia. Skorpion’s wholly owned subsidiaries are: Skorpion Zinc (Proprietary) Limited, Namzinc (Proprietary) Limited and Skorpion Mining Company (Proprietary) Limited. Skorpion Zinc (Proprietary) Limited is an investment holding company, owning the entire share capital in Namzinc (Proprietary) Limited and Skorpion Mining Company (Proprietary) Limited. Namzinc (Proprietary) Limited operates a zinc refinery, which procures oxide zinc ore from Skorpion Mining Company (Proprietary) Limited, which in turn extracts the ore from an open pit zinc deposit. Skorpion Mining Company (Proprietary) Limited is a member of the Chamber of Mines in Namibia.

Principal Products

Skorpion produces SHG zinc ingots of LME grade. Skorpion offers the product to customers primarily through one-year contracts, covering the sale of all zinc ingots produced at the integrated mine and refinery of Skorpion.

Principal Facilities

The following map shows the location of Skorpion mines in Namibia:

Mines

Skorpion Mines

The Skorpion Zinc Deposit is located in the southern Namib desert of Namibia, approximately 20 kilometers north-west of the small mining town of Rosh Pinah, 75 kilometers from the Atlantic coastline, and about 40 kilometers from the perennial Orange river, which forms the border with South Africa. The deposit lies just inside the “Sperrgebiet” or forbidden area, now known as Diamond Area 1. The extracted ore is sent to the refinery for further processing.

As of March 31, 2014, the remaining mine life of the Skorpion mine is approximately 2.5 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan. The Skorpion mine has an attached electrolytic refinery producing approximately 150,000 tons of SHG zinc ingots annually. Further opportunities to extend the life of the mine are currently being evaluated based on the sulphide ore bodies in the nearby areas. Skorpion is also working for possible conversion of the refinery from stand-alone oxide ore treatment to Sulphide ore treatment also.

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Summary of Mine Reserves

The following table sets out the proved and probable zinc and lead reserves as of March 31, 2014:

	Proved Reserve				Probable Reserve				Total Proved and Probable Reserves				SSL Interest		Reserve life
	Quantity		Zinc Grade		Quantity		Zinc Grade		Quantity		Zinc Grade
	(million tons)		(%)		(million tons)		(%)		(million tons)		(%)		%		(Years)
Skorpion		2.84		9.22		0.69		8.73		3.54		9.13
Total		2.84		9.22		0.69		8.73		3.54		9.13		100		2.5

Additional information:

(1) The reserve estimates presented incorporate losses for mine dilution and mining recovery according to the JORC code.

(2) The cut-off grade used with our reserve estimate is 3.0%.

(3) The metallurgical recovery factor for Skorpion mine is 89.92%.

(4) The historic three year average commodity price was $ 1,985 per ton and currency conversion factor that were used to estimate our reserves was Namibian dollar per US dollar 8.68.

(5) The reserve quantities disclosed are for the entire mine.

Skorpion Facility

The following table sets out the total capacity of the facility at Skorpion as of March 31, 2014:

	Capacity
Facility	Zinc (tpa)
Skorpion		150,000
Total		150,000

Production Volumes

The following table sets out the total production from Skorpion zinc refinery for the fiscal years ended March 31, 2012, 2013 and 2014:

Facility	Product		Fiscal Year 2012		Fiscal Year 2013		Fiscal Year 2014
			(tons)
Zinc refinery		Zinc		145,000		145,342		124,924

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The following table sets out the total ore, zinc and lead concentrate production at the Skorpion mine, for the fiscal years ended March 31, 2012, 2013 and 2014:

	(tons except percentage)
Mine (Type of Mine)	Product	Fiscal Year 2012			Fiscal Year 2013			Fiscal Year 2014
Skorpion (Open-pit)	Ore mined		1,676,000			1,664,282			1,252,092
	Ore grade -Zinc		10.4	%		10.3	%		10.2	%
	Recovery -Zinc		91.4	%		90.4	%		90.1	%

Principal Raw Materials

The Skorpion mine uses 84,000 tons of sulphur per year, of which 82.0% is imported in bulk and shipped to Namibia through the port of Luderitz while the remaining sulphur is brought from South Africa in molten form by road.

Power

The maximum power demand of the Skorpion mine is 85 MW and power is supplied from South Africa and is governed by a tri-partite US dollar-denominated contract between Namibia Power Corporation (Proprietary) Limited, Eskom Holdings Limited and Skorpion, that currently links the annual increases in power costs to a US inflationary index.

Distribution, Transport & Logistics

Zinc at the Skorpion mine is cast into ingots and transported from the refinery to the port of Luderitz, approximately 300 kilometers away by trucks each having a maximum capacity of 35 tons. On the return trip from Luderitz, these trucks carry sulphur transported to site, which is imported by ship. All other re-agents and consumables are trucked in by one transport contractor.

Sales and Marketing

Skorpion produces SHG zinc ingots. Trafigura Beheer B.V, a customer for Skorpion’s products, entered into a committed agreement to purchase a majority of the zinc ingots produced at the Skorpion refinery. This agreement expired on December 31, 2013, since which, we have entered into six month contracts with this customer. Trafigura Beheer B.V accounted for around 50.0% of Skorpion’s revenue in fiscal year 2014.

Most of the zinc metal that Skorpion produced in fiscal year 2014 was sold under bi-annual/ annual contracts. About 30% of the metal produced is sold in the Southern African Customs Union market and balance is sold to other regions. The contract sales price is linked to prevailing LME price with an additional market premium. Thus, the price that Skorpion receives for its zinc is dependent upon and is subject to fluctuations in the LME price.

Market Share and Competition

According to Wood Mackenzie, the Skorpion mine has consistently been one of the largest zinc producing mines in the world and in 2013, it was ranked twelfth in the world in terms of production volume with a cost base in the lower cost half of the zinc industry cost curve. The Skorpion mine produces only high-grade, high purity SHG zinc ingots that are registered on the LME

Black Mountain Mining

Overview

BMM consists of the Black Mountain mine and the Gamsberg project. Exxaro Resources Limited (through its wholly owned subsidiary, Exxaro Base Metals & Industrial Mineral Holdings (Pty) Ltd) holds the remaining 26.0% interest in BMM.

The predominant mining method is ramp in stope cut and fill. The planned production rate is 1.8 mmtpa plant feed and the share hoisting capacity is approximately 1.5 mmtpa from Deeps mine and 0.3 mmtpa from Swartberg. All production stopes in the Deeps mine are backfilled and waste filled, integrated into the mining sequence.

During fiscal year 2014, 1,395,534 tons of ore at 2.74% zinc and 3.2% lead were mined from the Black Mountain mine, which produced approximately 59,942 tons of zinc concentrate and 53,221 tons of lead concentrate, containing 28,999 tons of zinc and 37,574 tons of lead respectively. In addition, the Black Mountain mine also produced 6,880 tons of copper in concentrate and 46 tons of silver in concentrate.

Principal Products

BMM produces zinc, copper and lead in concentrate and all the zinc and copper concentrate are shipped overseas. A small portion of the lead concentrate is sold locally, with the bulk shipped overseas.

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By-products

Silver

Silver is a by-product of our copper and lead concentrate.

Principal Facilities

The following maps shows the specific location of the Black Mountain mine in Northern Cape in South Africa:

Mines

The zinc mine at Black Mountain is an underground operation, mining a polymetallic ore body, with an attached concentrator producing approximately 28,999 tons of zinc in concentrate and 37,574 tons of lead in concentrate respectively. In addition, the Black Mountain mine also produced 6,880 tons of copper in concentrate and 46 tons of silver in concentrate, annually.

The Black Mountain mine is operated pursuant to mining right 58/2008 MR granted pursuant to the Mineral and Petroleum Resources Development Act, 28 of 2002 of South Africa which entitles us to mine for lead, copper, zinc and associated minerals in, on and under an area in the district of Namaqualand measuring 24,195 hectares for a period of 30 years from 2008 to 2038.

Four major stratiform exhalative sediment hosted base metal deposits are located in a 10 by 30 km area, centred on Aggeneys. The deposits are situated in the supracrustal rocks of the mid-Proterozoic age Bushmanland group of the Namaqualand metamorphic complex. The deeps ore body, which is currently being mined, is considered to start at 166 meters above mean sea level, with a down plunge extent of 1.1 km with the deepest position of the ore body being 1,680 meters below the surface. Mineralisation in the deeps is hosted by iron formations, massive sulphide and sulphide quartzite. The massive sulphide rock is either banded, massive or occurs as fine grained mylonite. Banding is expressed as 1-5 m thick sulphide bands alternating with quartz rich bands of similar thickness.

Underground drilling of the deeps ore body was started in December 2000 and were completed in 2012. As of March 31, 2014, BMM estimates the remaining mine life of the Black Mountain mine to be 8 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan.

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The predominant mining method is ramp in stope cut and fill. The production rate is 1.8 mmtpa plant feed and the shaft hoisting capacity is approximately 150,000 tons per month. All production stopes are backfilled and waste filled, integrated into the mining sequence.

Power at the zinc mine at Black Mountain is supplied from two 40 MVA transformers at the Eskom Aggeneys substation. Water is supplied by the Pelladrift Water Board, which supplies potable water to the mine from the Orange river for both human consumption and industrial water requirements.

Zinc, lead and copper concentrate from the mine are road hauled to a dedicated railway siding along a 170 km gravel road, which is owned by the provincial authorities but maintained by Black Mountain. The concentrate is then transported by train to Saldanha on the Sishen-Saldanha railway with delivery terms to export customers on a cost, insurance and freight basis.

Swartberg was mined on a small scale (25,800t/month) from 1995 but production was stopped in 2006 in an effort to procure the Deeps mine in full production. Mining at Swartberg was re-introduced in the year 2012 by a diamond drilling campaign to explore the ore bodies on strike. Down-plunge in depth at this mine was started in the same year. Following positive results from this drilling a pre-feasibility study is in progress to investigate the potential of a fully operating mine at Swartberg, which will replace ore from the Deeps mine once it is mined out in the year 2022.

Summary of Mine Reserves

The following table sets out the proved and probable zinc and lead reserves as of March 31, 2014:

	Proved Reserve								Probable Reserve								Total Proved and Probable Reserves								SSL ownership		Reserve life
	Quantity		Zinc Grade		Lead Grade		Silver		Quantity		Zinc Grade		Lead Grade		Silver		Quantity		Zinc Grade		Lead Grade		Silver
	(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t)		%		(Years)
Black Mountain-Deeps		3.77		3.01		3.91		42		7.92		2.45		2.33		29		11.69		2.63		2.84		33
Total		3.77		3.01		3.91		42		7.92		2.45		2.33		29		11.69		2.63		2.84		33		74		8

	Proved Reserve								Probable Reserve								Total Proved and Probable Reserves								SSL ownership		Reserve life
	Quantity		Zinc Grade		Lead Grade		Silver		Quantity		Zinc Grade		Lead Grade		Silver		Quantity		Zinc Grade		Lead Grade		Silver
	(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t)		(million tons)		(%)		(%)		(g/t)		%		(Years)
Black Mountain-Swartberg		—		—		—		—		2.79		0.5		2.53		22		2.79		0.5		2.53		22
Total		—		—		—		—		2.79		0.5		2.53		22		2.79		0.5		2.53		22		74		8

References to “g/t” are grams per ton

Additional information:

(1) The reserve estimates presented incorporate losses for mine dilution and mining recovery according to the JORC code.

(2) The cut-off grade used with our reserve estimate is 530 ZAR per ton.

(3) The metallurgical recovery factor for zinc, lead and copper is 75.28%, 87.39% and 68.48%, respectively.

(4) The commodity prices for zinc, lead and copper considered for evaluation of reserves were $ 1,985 per ton, $ 2,158 per ton and $ 7,810 per ton, respectively. The average currency conversion factor that was used to estimate our reserves was South African Rand per US dollar 8.69.

(5) The reserve quantities disclosed are for the entire mine and our share in the reserve quantities is 74.0%.

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Production Volumes

The following table sets out the total ore, zinc and lead concentrate production at the Black Mountain mine for each of the fiscal years ended March 31, 2012,2013 and 2014:

Mine (Type of Mine)	Product	Fiscal Year 2012			Fiscal Year 2013			Fiscal Year 2014
		(tons, except percentages)
Black Mountain (Underground)	Ore mined		1,434,088			1,518,540			1,395,534
	Ore grade –Zinc		2.9	%		3.4	%		2.7	%
	-Lead		4.2	%		3.7	%		3.2	%
	Recovery - Zinc		76.3	%		77.8	%		78.0	%
	-Lead		91.0	%		89.0	%		87.4	%
	Zinc concentrate		64,683			78,457			59,942
	Lead concentrate		74,644			68,986			53,221

Principal Raw Materials

There are no major raw materials used in Black Mountain Mine, except for chemical reagents which are used in the floatation process to produce zinc and lead concentrates.

Distribution, Logistics and Transport

Zinc concentrate, lead concentrate and copper concentrate from the mine is hauled by road to a dedicated railway siding along a 170 kilometers gravel road, which is owned by the provincial authorities but maintained by BMM. The concentrate is then transported by train to Saldanha on the Sishen-Saldanha railway with delivery terms to export customers on a cost, insurance and freight basis.

Sales and Marketing

BMM produces zinc, lead and copper concentrates that are sold in local and international markets on spot basis and through long term contracts. The commercial terms negotiated on an annual basis include taking into account the percentage of payable metals, treatment and refining charges and applicable prices. Some of the customers of Black Mountain mine are Trafigura Beheer B.V., MRI Trading, Glencore International AG and Ocean Partners UK Limited.

Approximately 66.0% of the zinc and lead metal that BMM produced in fiscal year 2014 was sold under annual contracts specifying quantity, grade and price, with the remainder sold on the spot market. The contract sales price is linked to the prevailing LME price with an additional market premium. Thus, the price that BMM receives for its zinc and lead is dependent upon and is subject to fluctuations in the LME price.

Projects and Developments

Gamsberg Project

The major project undertaken by BMM is the Gamsberg project. This project comprises of two main areas of mineralization, Gamsberg North, which requires near surface mining, and Gamsberg East which requires underground mining.

According to Wood Mackenzie, the Gamsberg project is expected to be one of the world’s largest zinc producers with operating costs around the median of the cost curve.

The Gamsberg deposits are favorably distinguished from other large undeveloped zinc deposits for reasons including:

• the deposits have large open-pittable mineralized material, supported by higher grade underground mineralized material;

• the deposits belong to the class of mineralization characterised by metamorphosed, re-crystalised sulphide mineralization;

• the deposits are located adjacent to a well established mining district with modern infrastructure and are located in a politically stable country with a mild climate.

We believe that the Gamsberg project will be capable of producing in excess of 500,000 dmt per annum of zinc concentrate (250,000 zinc metal in concentrate) and is expected to comprise an open pit and a concentrator with associated infrastructure. The estimated power requirement for the Gamsberg project is 40 MVA for the production of 500,000 dmt per annum of zinc concentrate.

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Lisheen

Overview

The Lisheen mine is located in County Tipperary, Republic of Ireland and consists of an underground mine, concentrator and backfill plant, producing approximately 151,000 tons of zinc in concentrate annually with an expected mine life until 2015. The Lisheen mine also produces approximately 21,000 tons of lead in concentrate annually. Current reserves are 1.67 million tons.

During fiscal year 2014, 1,401,741 tons of ore at 11.8% zinc and 2.2% lead were processed at the Lisheen mine (this includes 119,506 tons of purchased ore from nearby Galmoy mine owned by a third party), which produced approximately 282,159 tons of zinc concentrate and 34,409 tons of lead concentrate, containing 151,021 tons and 21,048 tons of zinc and lead, respectively.

The Lisheen zinc deposit is located in the Rathdowney Trend, which comprises sedimentary rocks, mainly limestone, which was formed approximately 320 million years ago. The Lisheen deposit owes its existence to the presence of several faults in the district, which played a major role in the formation, morphology and location of the ore bodies. It is believed that these fractures in the strata acted as conduits for the hydrothermal mineralising fluids which carried metals upwards from extreme depths.

The mine commenced production in 1999, following a successful development partnership between Minorco (merged with Anglo American in 1999) and Ivernia West. Anglo American subsequently acquired Ivernia’s stake in 2003 to gain 100% ownership. Lisheen mine was subsequently acquired by SIIL (through THL Zinc Holding B.V.) on February 15, 2011.

Principal Products

Lisheen produces zinc and lead in concentrate and both concentrates are shipped overseas.

Principal Facilities

The following map shows the locations of Lisheen within Europe and within the island of Ireland:

Mines

The Lisheen ore bodies occur as three principal zones, Main Zone, Derryville Zone and Bog Zone and a series of small satellite bodies surrounding these. The ore is largely hosted within fault-associated hydrothermal breccias, known as the Black Matrix Breccia, or BMB, which is developed at or proximal to the base of a massive, fine grained dolomitised limestone unit, termed the Waulsortian Formation. This unit is underlain by the Argillaceous Bioclastic Limestone, or ABL, a dark shaly limestone which forms the lithological footwall to the mineralization.

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The ore bodies are at an average depth of 170 meters and are predominantly stratiform or flat lying, ranging in thickness from one to 14 meters. Close to faults, mineralisation may be substantially thicker. The deposit is high grade, with a zinc to lead ratio of 6:1.

The crushed ore from the Lisheen mine is stored in a surface stockpile from which it is conveyed to a two-stage wet grinding circuit as the first processing set in the concentrator. The slurried product from the grinding mills then passes directly to the two flotation circuits, where the lead concentrate and the zinc concentrates are floated off sequentially. The zinc concentrates are leached with sulphuric acid to remove dolomite to bring the product to smelter requirements. The concentrates are dewatered to shipment requirements by thickening and subsequent pressure filtration. The dewatered concentrates are then trucked to the port of Cork and are then shipped to international smelters.

Mineralogically, the ore bodies comprise massive sulphide lodes typically composed of dominant pyrite, marcasite and sphalerite with minor amounts of galena. The deposit is high grade, with a zinc to lead ratio of 6:1. Minor silver grades are encountered locally. Several deleterious elements occur, the principal ones being nickel, cobalt, copper, magnesium and arsenic. The aquifer is fracture-controlled and connected directly to the surface drainage system via a conjugate set of steeply dipping North-East and North-North-West trending joints and fissures, which have been extensively karst weathered. Water ingress to the workings occurs principally when one of these structures is intersected and significant flow rates can occur over short time spans. The peak daily water flow rate can reach up to 90 million liters per day and 75 million liters per day on an annual basis. Dedicated pumping and water treatment facilities are in place to ensure full compliance with the Integrated Pollution Control Licence.

The Lisheen zinc and lead deposit is located in the Rathdowney Trend, which stretches 40 kilometers, between the Towns of Abbeyleix to the North East and Thurles to the South West. The region is a broad plain drained by the Rossetown and Drish Rivers, which flows into the Irish Sea at Waterford.

In common with much of Ireland, the area is characterised by cool, wet climatic conditions. Mean temperatures vary from 4.4 degree Celcius in January to around 15 degree celcius in July, with an average humidity of 83.0%. Annual rainfall ranges between 700 and 1000 millimeters.

The power requirements at the Lisheen mine are provided by a 110 KV line, rated for 120 MVA, to an on-site substation.

Land in the vicinity of the Lisheen mine has traditionally been used for dairy farming, cattle and sheep rearing, forestry and peat harvesting.

As of April 1, 2014 the reserve life of the mine is 1.5 years.

The Lisheen mine was wholly owned by Anglo American Plc between 2003 and 2011 following a series of mergers and acquisitions of stake holdings. The mine is now owned by us through our subsidiary THL Zinc Holding B.V..

Summary of Mine Reserves

The following table sets out the proved and probable zinc and lead reserves as of March 31, 2014:

	Proved Reserve						Probable Reserve						Total Proved and Probable Reserves						SSL interest		Reserve life
	Quantity		Zinc Grade		Lead Grade		Quantity		Zinc Grade		Lead Grade		Quantity		Zinc Grade		Lead Grade				Years
	(million tons)				(%)		(million tons)				(%)		(million tons)				(%)
Lisheen		1.42		10.43		1.62		0.25		10.58		2.26		1.67		10.46		1.72
Total		1.42		10.43		1.62		0.25		10.58		2.26		1.67		10.46		1.72		100		1.5

Additional information:

(1) The reserve estimates presented incorporate losses for mine dilution and mining recovery according to the JORC code.

(2) A 5.83% Zinc Metal Equivalent Cut-off Grade was used for the purpose of the 2014 reserves. The Lead factor used within the formula is updated annually based on economic assumptions issued before commencing the reserving process. For the 2014 reserves process, the ZnEq = Zinc + 0.965* Lead.

(3) The metallurgical recovery factor for zinc is 90.36% and lead is 66.35%.

(4) The ore reserve is estimated using rolling three year historical metal prices of $ 1,985 per ton of zinc and $ 2,158 per ton of lead.

(5) The average currency conversion factor that was used to estimate our reserves was US dollar per Euro 1.33.

(6) The reserve quantities disclosed are for the entire mine.

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Production Volumes

The following table sets out the total ore, zinc and lead concentrate production at the Lisheen mine for the fiscal years ended March 31, 2012, 2013 and 2014:

Mine (Type of Mine)	Product	Fiscal Year 2012			Fiscal Year 2013			Fiscal Year 2014
		(tons, except percentages)
Lisheen (Underground)	Milled Ore Ton (dmt)		1,564,237			1,644,537			1,401,741
	Ore grade Zinc		12.90	%		11.40	%		11.8	%
	-Lead		2.70	%		2.15	%		2.2	%
	Recovery Zinc		90.60	%		90.39	%		91.3	%
	- Lead		70.30	%		66.13	%		68.5	%
	Zinc concentrate		343,196			317,413			282,159
	Lead concentrate		49,053			39,129			34,409

Principal Raw Materials

There are no major raw materials used in Lisheen Mine, except for chemical reagents which is used in the flotation process to produce Zinc and Lead concentrates

Distribution, Logistics and Transport

With respect to Outbound Logistics Lisheen transports the zinc concentrates to the port at Cork (135 Kilometers from mine site) via on site haulage contracted with a single supplier. A dedicated marketing office in Cork handles shipping and contracts, with a stockyard and ship loading facilities. Haulage accounts for about 8.9% of total operating costs.

With respect to inbound logistics, contracts are in place with most of the high value suppliers, including drill consumables, pumps, shotcrete, binder for backfill, concrete and explosives.

Lisheen is within close proximity to international airports (Dublin 157 kilometers; Cork 135 kilometers), the national highway network and nearby towns. The nearest motorway is 10 kilometers from the mine site and provides direct motorway access to the port facility in Cork.

Sales and Marketing

The Lisheen mine extracts lead and zinc ore from underground and processes this into zinc and leads concentrates and sells these concentrates to smelters and customers in Europe, Asia, and the US. Lisheen currently has a very small base of customers. Marketing of the metals and concentrate produced by Lisheen is done centrally from the corporate office located in Aggeneys. There is also a site office to look after the logistics coordination, administrative support and contracting. Lisheen has a number of different concentrate sales contracts in place with international customers but increasingly deals on the spot market.

Approximately 77% of the zinc and lead metal that Lisheen produced in fiscal year 2014 was sold under annual contracts specifying quantity, grade and price, with the remainder sold in the spot market. The contract sales price is linked to prevailing LME price. Thus, the price that Lisheen receives for its zinc and lead is dependent upon, and subject to fluctuations in the LME price.

Projects and Developments

There are no major projects currently undertaken at Lisheen mine.

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Oil & Gas

Overview

Cairn India and its subsidiaries is a significant contributor to India’s domestic crude oil production, contributing approximately 28% along with our Joint operation partners to the total production, as per Ministry of Petroleum and Natural Gas statistics of March 2014. We have a diversified asset base with nine blocks: one in Rajasthan, two on the west coast of India, four on the east coast of India, one in Sri Lanka and one in South Africa.

Rajasthan, RJ-ON-90/1 block, Barmer Basin (100% operator, 70% participating interest)

Rajasthan block is our principal production asset where we own a 70% participating interest pursuant to the production sharing contract. Our joint operation partner, ONGC, has a 30% participating interest. The Rajasthan block, RJ-ON-90/1, is spread over 3,111sq. kms in the Barmer district. The block consists of three contiguous development areas: (i) Development Area (DA)1, primarily comprising the currently producing Mangala, Aishwariya, Raageshwari and Saraswati (MARS) fields; (ii) DA 2, consisting of the Bhagyam and Shakti fields; and (iii) DA 3, comprising the Kaameshwari West fields.

The Mangala field, discovered in January 2004, is the largest onshore hydrocarbon discovery for Cairn India to date. This was followed by many other discoveries including the Aishwariya and Bhagyam fields. In the Rajasthan block, 31 discoveries have been established, since inception. Studies indicate that the block has further potential for resources and reserves for future growth opportunities.

We also own and operate significant infrastructure assets to facilitate the processing, transportation, and sale of crude oil produced in the Rajasthan Block. For fiscal year 2014, our net daily average production was 84,355 boepd from the Rajasthan block.

Cambay, CB/OS-2 block, Cambay Basin (100% operator, 40% participating interest)

We operate in the CB/OS-2 block, which is located in the Cambay Basin offshore of the state of Gujarat in western India. Our operations in the Cambay block are centered on the Lakshmi and Gauri oil and gas fields and the CB-X development area. Based on exploration and development activities undertaken by us, the Cambay block has yielded natural gas discoveries in its offshore Lakshmi and Gauri fields and onshore CB-X field and crude oil discoveries in the first two fields. We commenced gas production from the Lakshmi gas field in 2002 and from the Gauri field in 2004. Production of co-mingled crude oil, which consists of crude oil plus condensate, from the Gauri field commenced in 2005. The Lakshmi and Gauri offshore fields cover areas of 121.1 sq. kms and 50.7 sq. kms, respectively, in the Cambay Basin and lie off the coast of the state of Gujarat in water depths of approximately 20 meters. CB-X is an onshore gas field situated in the Cambay Basin block and covers an area of 33.28 sq. kms. For fiscal year 2014, our net daily average production was 2,274 boepd from the Block.

Ravva, PKGM-1 Block, Krishna Godavari Basin, Eastern India (100% operator, 22.5% participating interest)

Our production operations in the Krishna-Godavari Basin are centered on the Ravva oil and gas field, lying off the coast of Andhra Pradesh in Eastern India, in water depths of up to 40 meters. Developed in partnership with ONGC, Videocon and Ravva Oil Singapore, we became the operator in 1996. For fiscal year 2014, our net daily average production was 3,473 boepd from the block.

Our Oil and Gas Business

Overview

Our oil and gas business is owned and operated by Cairn India and its subsidiaries. Vedanta completed its acquisition of 58.5% of the fully diluted share capital of Cairn India from Cairn Energy Plc as of December 8, 2011. After the Re-organization Transactions, Vedanta’s shareholding in Cairn India was transferred to us. As of March 31, 2014, our total ownership interest in Cairn India was 58.9%. Cairn India is primarily engaged in the business of exploration, development and production of crude oil, gas and related by-products. According to the Ministry of Petroleum and Natural Gas statistics of March 2014, together with our joint operation partners, we account for approximately 28% of India’s domestic crude oil production.

The Company has a world-class resource base, with interests in seven blocks in India and one each in Sri Lanka and South Africa. Its resource base is located in four strategically focused areas namely Rajasthan, two on the west coast of India, four on the east coast of India, one in Sri Lanka and one in South Africa. The blocks are located in the Barmer Basin, Krishna-Godavari Basin, the Palar-Pennar Basin, the Cambay Basin, the Mumbai Offshore Basin, the Mannar Basin and Orange Basin.

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	Asset	Basin	Cairn India’s Interest (%)			Joint Operation partners	Area (in sq. km)
India
1	RJ-ON-90/1	Barmer		70	%	ONGC		3,111
2	CB/OS-2	Cambay		40	%	ONGC, Tata Petrodyne		207
3	PKGM-1 (Ravva)	KG Offshore		22.5	%	ONGC, Ravva Oil, Videocon		331
4	KG-ONN-2003/1	KG Onshore		49	%	ONGC		315
5	KG-OSN-2009/3	KG Offshore		100	%	-		1,988
6	MB-DWN-2009/1	Mumbai Offshore		100	%	-		2,961
7	PR-OSN-2004/1	Palar-Pennar		35	%	ONGC, Tata Petrodyne		9,417
International
8	SL 2007-01-001	Mannar, Sri Lanka		100	%	-		3,000
9	Block 1	Orange, South Africa		60	%	Petro SA		19,898
	Total							41,228

Principal Products

Oil

We produce crude oil of various grades with different degrees and contents across fields. The crude oil in the majority of fields in the Rajasthan block is characterized by its high pour point and its propensity to solidify at certain temperatures. Conversely, the crude oil produced from Ravva field is of medium gravity and low sulfur in nature, the other distinctive characteristics is its high pour point. Further, the CB/OS-2 crude is sweet in nature (no sulfur content) with an API gravity of approximately 45 degrees.

Gas

The Rajasthan, Ravva and Cambay blocks produce natural gas, as well as natural gas commingled with crude oil. While we have been historically selling gas from these mature assets, we have commenced commercial gas sales in Rajasthan block in fiscal year 2014, following the regulatory approval in March 2013.

Production

The table below shows our production results for fiscal years 2012, 2013 and 2014.

Average Daily Production	Units	2012*		2013		2014		% Change (2014 v. 2013)
Net operated	Boepd		74,554		90,372		90,102		0	%
Oil	Bopd		72,808		89,065		88,320		(1	%)
Gas	Mmscfd		10		8		11		38	%

* 2012 represents period from December 8, 2011 to March 31, 2012

Estimate of Reserves

Set forth in the table below is certain data regarding our estimates of reserves from fields within the Rajasthan block, the Ravva block and the Cambay Basin block as of March 31, 2014. Volumes reported in this table are in millions of barrels of oil equivalent.

Asset	Basin	Exploration activity	Development activity	Net Proved Reserves
Domestic Assets
RJ-ON-90/1	Barmer	ü	ü		108.78
CB/OS-2	Cambay		ü		1.64
Ravva	KG Offshore	ü	ü		2.27
Total					112.69

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Technology

Cairn India is working on application of key technologies including enhanced oil recovery mechanism 4D seismic technology and hydraulic fracturing to enable enhanced recovery and to support production rates.

Enhanced oil recovery methods are tertiary recovery methods of accessing oil, which is not recovered during the application of primary and/or secondary water-flood recovery methods. We plan to apply two forms of enhanced oil recovery: Polymer Flood and Alkali-Surfactant Polymer (“ASP”) Flood. Implementation of Polymer flood enhanced oil recovery program has commenced at the Mangala field and is planned to be extended to Bhagyam and Aishwariya fields in future. ASP pilot evaluation is underway at Mangala field.

4D seismic is an advanced technique in which seismic surveys are repeatedly acquired over time and differenced to identify locations where hydrocarbons have not been drained by existing production wells. These areas become the targets for new infill wells to sustain oil production and to improve oil recovery. We have embarked on the implementation of this technology at Ravva field to mitigate to a degree the decline in oil production from the mature field by targeting unswept or poorly swept areas within the oil reservoirs with additional wells.

Hydraulic fracturing or fracking is the process of providing a conductive path for hydrocarbons to flow from the reservoir to the wellbore, in low permeability reservoirs. The application of this technology would help in the development of tighter Barmer Hill formation for extraction of hydrocarbons from discoveries.

Principal Facilities

Overview

The following map shows the locations of Cairn India’s blocks in India, Sri Lanka and South Africa.

* Map not on scale

Rajasthan

Rajasthan Production Sharing Contract

Cairn India is working in partnership with its joint operation partner ONGC, in the Rajasthan Block. The Rajasthan Block production sharing contract was signed in May 1995 between the GoI and a consortium consisting of ONGC and Shell India Production Development BV.

Cairn India acquired its interest in the Rajasthan Block production sharing contract in three stages, eventually acquiring a 100.0% beneficial interest in the assets and liabilities as of May 2002 and acquiring legal title to this interest on June 20, 2003. Under the

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Rajasthan Block production sharing contract, the GoI has an option to acquire a participating interest of 30.0% in any development area containing a commercial discovery. The GoI exercised this right in all three development areas, specifically, the Mangala development area in 2005, the Bhagyam and Shakti development areas in 2007 and the Kaameshwari development area in 2009, acting through its nominee ONGC, and acquired a 30.0% participating interest.

Under the production sharing contract, the GoI is obliged to purchase the crude oil produced from the Rajasthan Block. However, the GoI has granted permission to Cairn India to sell the remaining quantities of crude oil, over and above those allocated to government nominees to other domestic private refineries and as of March 31, 2014, Cairn India has been selling the crude oil to both private refineries and the public sector undertakings refineries. As of March 31, 2014, commercial sales arrangements are in place for over 200,000 bopd with public sector undertakings and private refineries. Any additional sales to the public sector undertakings refineries, Special Economic Zone refineries and abroad are subject to approval from the GoI.

The Rajasthan Block production sharing contract establishes a management committee for the Rajasthan Block which consists of four members, two of whom are nominated by and represent the GoI and the licensee, namely ONGC, taken together, and two of whom are nominated by and represent Cairn India. The management committee unanimously approves the annual work programmes, budgets, proposals for the declaration of a discovery as commercial, field development plans, and the delineation of or additions to a development area, while all other matters only require a majority vote.

The Rajasthan Block production sharing contract is currently valid until May 2020, but it may be extended subject to mutual agreement among the parties for up to an additional ten years in the case of commercial production of non-associated natural gas or up to five years otherwise. There is also a provision to further extend the production sharing contract by agreement of the parties if production of crude oil or of natural gas is expected to continue after the relevant period.

The Rajasthan Block benefits from a tax holiday of seven years from fiscal year 2009 (the year of commencement of commercial production from the Rajasthan Block) to March 31, 2016. However, during the seven year tax holiday, minimum alternate tax rules will apply resulting in the taxation of book profits computed in accordance with the generally accepted accounting principles as used in India. Any minimum alternate tax paid can be carried forward (at current rates) for a total period of ten years from the year of credit and used to reduce corporate tax to be paid in future years in excess of minimum alternate tax payable in those years.

Under the Rajasthan Block production sharing contract, until such time as India attains self-sufficiency in its crude oil supply, Cairn India is required to sell to the GoI, or its nominee, all of Cairn India’s entitlement to crude oil and condensate extracted from the Rajasthan Block in order to assist in satisfying domestic Indian crude oil demand. The GoI is entitled to appoint a nominee to purchase all of the contractor’s entitlement of the crude oil and condensate produced from the Rajasthan Block. However, the GoI has allowed marketing freedom to Cairn India under the production sharing contract to sell remaining quantities, over and above those allocated to the GoI’ s nominees, to other domestic private refineries.

Under the Rajasthan Block production sharing contract, all sales are to be valued at a weighted average F.O.B selling price per barrel of a basket of international crude oils as agreed by all parties which is quoted in Platts. For any delivery period in which sales take place, the price will be set at an average price per barrel determined by calculating the average for such delivery period of the mean of the high and low F.O.B prices of the basket for each day adjusted for differences in quality, delivery time, quantity, payment terms and other contract terms to the extent known. In agreeing to an appropriate basket, the parties shall attempt, so far as is reasonably practicable, to choose a mixture and weighing of crude oils which would produce a quality similar to the quality of crude oil expected to be produced from that development area, and to agree what quality adjustment, if any, to the basket price is appropriate. In determining the quality of crude oil, account is to be taken of all relevant characteristics including gravity, sulphur and metal content, pour point and product yield.

The crude oil produced at the Rajasthan Block is benchmarked to Bonny Light, an international low sulphur crude oil published in Platt’s Crude Oil Market Wire on a daily basis. The pricing formula also adjusts for differences in yield and quality.

In the event that there is a dispute between the parties to the Rajasthan Block production sharing contract as to the basis of, or mechanism for, the calculation of the crude oil price, then any party may refer the matter to a sole expert who is to be an independent and impartial person of international standing with relevant qualifications and experience. Under the provisions of the Rajasthan Block production sharing contract, the decision of the sole expert is final and binding on the parties and not subject to arbitration.

Operations

The Rajasthan block achieved net production of 30.79 mmboe in fiscal year 2014 and a cumulative total production of 114 mmboe until the end of fiscal year 2014. A total of 129 new wells were brought on production during the fiscal year 2014. This has led to the block achieving net average production of 84,355 boepd for fiscal year 2014, down 1% year on year. The overall uptime of the facilities in the block stood at 98.0% which is well within top decile amongst global peers.

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Development Area 1, primarily comprising the Mangala, Aishwariya, Saraswati and Raageshwari oil & gas fields, produced a net average 71,570 boepd during the fiscal year 2014, down 3% year on year with the Mangala field being the largest contributor and Aishwariya field adding to the volume growth. During the fiscal year 2014, Development Area 2, comprising Bhagyam field, produced a gross average of 12,785 boepd, up 10% year on year as a result of the ongoing infill drilling program. As on March 31, 2014, Development Area 3 does not have any oil and gas producing fields.

The Rajasthan Joint Operation received approval from the GoI to begin selling natural gas in March, 2013. Gas sales commenced with initial targeted volumes of about 5 mmscfd. This leverages the existing gas processing infrastructure that currently supports oil production. The eight inch gas pipeline running along the oil pipeline is being used to supply gas to a domestic buyer. This is a step towards the diligent usage of resources in an environment friendly way.

The following table sets out the net average oil and gas daily production from the Rajasthan block for the years ended March 31, 2012, 2013 and 2014:

Average Daily Production	Units	2012*		2013		2014		% Change (2014 vs 2013)
Net operated	Boepd		68,824		85,439		84,355		(1	%)
Oil	Bopd		68,824		85,439		83,800		(2	%)
Gas	Mmscfd		—		—		3		—
Net Development Area 1	Boepd		59,359		73,831		71,570		(3	%)
Net Development Area 2	Boepd		9,465		11,609		12,785		10	%
Net Development Area 3	Boepd		—		—		—		—

* 2012 represents period from December 8, 2011 to March 31, 2012

Mangala

The Mangala field commenced production in September 2009 and continues to be the largest contributor to our oil and gas production, with additional wells aiding volume growth. To increase the ultimate oil recovery and aid to production volumes, we have implemented an infill drilling program and embarked on an enhanced oil recovery project. The infill drilling program has yielded good results in terms of enhanced barrels being brought online.

During fiscal year 2014, field development plan approval has been received from management committee for the Mangala Field Polymer Flood enhanced oil recovery programme. Major contracts for the execution have been awarded and polymer injection is expected to commence by fourth quarter of fiscal year 2015. Construction of surface facilities including the central polymer facility commenced in the first quarter of fiscal year 2015. The daily net average oil and gas production from the field was 23.89 mmboe for the fiscal year 2014.

Aishwariya

Aishwariya, the third largest discovery in Rajasthan, commenced production in March 2013. It is the fifth oil producing field from the block. As of March 31, 2014, the reservoir performance has been in line with prognosis.

Raageshwari and Saraswati

The Raageshwari oil field commenced production in March 2012, while the Saraswati field commenced production in May 2011. Availability of the integrated processing and evacuation facility has reduced operating costs and has therefore made these fields economically viable.

Bhagyam

Bhagyam, the second largest field in Rajasthan, forms a part of Development Area 2 and commenced production in January, 2012. The field has more oil in place volumes than initial we initially believe but individual wells have delivered results below expectations. In fiscal year 2014, net average daily production was 12,785 boepd which is an increase of 10% over .the fiscal year 2013. This is an outcome of our on-going infill drilling campaign. Further, a polymer flood enhanced oil recovery program has been proposed to enhance an ultimate recovery and support production. The field development program has been filed with the joint operation partner and is awaiting approval.

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Facilities

Mangala Processing Terminal

The Mangala Processing Terminal is spread over an area of 1.6 sq. kms and is a core asset. The Mangala Processing Terminal processes crude oil produced from the Rajasthan assets. Following processing, the crude oil is transported to refineries through a 24 inch diameter continuously heated and insulated pipeline. The Mangala Processing Terminal’s integrated production facilities support the field development plan approved production, which is in line with Cairn India’s unified Rajasthan block off-take capability. With increased scale and size of operations, we have embarked on fluid handling capacity and facilities enhancement project.

We have made significant progress on up-grading the fluid (oil, gas, water) handling capacity at the facility to meet the anticipated additional requirements. This is associated with the increasing water cuts as the fields mature and more water is injected for pressure support and sweep efficiency. This project will augment the water injection facilities in terms of both quality and quantity.

As part of the Mangala Polymer Flood enhanced oil recovery programme implementation, we also intend to put in place additional facilities, which will assist in the management of the polymer flood, including storage, handling, preparation, transfer and injection into the well bore. Modification to existing well pads will also be carried out for the injection of the polymer solution.

Mangala Development Pipeline

The Mangala Development Pipeline is designed to evacuate the crude oil produced from the Rajasthan assets and provide access to markets. Starting at the Mangala Processing Terminal, it passes through eight districts across two states, Rajasthan and Gujarat. The pipeline ends at the coastal location of Bhogat near Jamnagar on the western coast of India. The construction from Mangala Processing Terminal to Salaya was completed in 18 months. The Mangala Processing Terminal to Salaya section (590 km) of the pipeline continues to safely deliver crude oil to Indian refiners and is operating in line with the current production profile. The entire length of the pipeline from Salaya to Bhogat terminal has now been laid and final testing and commissioning is underway. Once fully commissioned, we would benefit in terms of safety and other operating parameters by adding a sea route for the transportation of Rajasthan crude oil.

The Mangala Development Pipeline is not a conventional pipeline and its technological ingenuity was necessitated on account of the waxy nature of crude oil. The challenge was to ensure that the crude oil remains above the wax appearance temperature of 65°C through its entire length and this required us to build a continuously heated and insulated pipeline to maintain mobility and flow through its journey over the entire length of the pipeline. The pipeline also incorporates a pipeline intrusion detection system that provides security and surveillance along the entire length of the pipeline, utilizing a fibre optic system.

Bhogat Terminal Facilities

The Bhogat terminal in the Jamnagar district, Gujarat, is a 160 hectare site located eight kms from the Arabian Sea coast. The terminal will facilitate the storage and transportation of crude oil by sea. Some key elements of the Bhogat terminal are two 24 inch sub-sea export pipelines from the Bhogat landfall point to the single point mooring system to enable crude transfer and a single point mooring system and sub-sea pipeline end manifold in deep sea to enable tanker berthing and loading. Work at the Bhogat terminal is in the final pre-commissioning stage.

Exploration

Since resuming exploration in March 2013, we have established 1.2 bboe of hydrocarbons in place to date relative to our three year drill-out target of 3.0 bboe. An additional 0.6 bboe has been discovered and is under evaluation. Through fiscal year 2015 and fiscal year 2016, as a result of our current drilling activities, we anticipate to establish an additional 1.2 bboe hydrocarbons in place. Exploration drilling in the proximity of the Raageshwari Deep Gas field indicates the presence of a larger, multi-tcf gas resource base that comprises the Raageshwari Deep, the Guda Deep and the Guda South structures. We are currently testing an important offset well to the Raageshwari Deep Gas field and have an additional six well program of exploration appraisal drilling and testing over the remainder of the financial year. As of July, 2014, eight discoveries have been established with exhibition of oil flow on surface. The testing of the other hydrocarbon bearing wells is underway. The evaluation of the discoveries in the tight reservoirs is on-going to establish recovery rates.

With the addition of higher capacity rigs in our drilling program, we have been able to drill two high impact prospects to test potential gas accumulation in the deeper section. The initial results obtained are encouraging and testing is underway. The two year 3D seismic data acquisition programme for 1,900 sq. kms that is currently underway will further help in identifying new exploration leads and augmenting the prospective resource base. As of June 30, 2014, we have acquired 411 sq. kms of 3D seismic data.

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Ravva

Ravva Production Sharing Contract

The production sharing contract for the exploration, development and production of the Ravva field was signed on October 28, 1994 between GoI and a consortium consisting of ONGC, Videocon Petroleum Limited, Ravva Oil and Command Petroleum (India) Pty Limited (“Command Petroleum”) with Command Petroleum being designated as the operator. In 1996, Cairn Energy Plc acquired Command Petroleum, including its interest in the Ravva field, and Cairn India became the operator.

Cairn India holds a 22.5% working interest in the Ravva field with the remaining interests currently held by ONGC (40%), Videocon Petroleum Limited (25%) and Ravva Oil (12.5%) (together, the “Ravva joint operation”). The production sharing contract is currently valid until October 27, 2019, but may be extended by the GoI for up to an additional ten years in the case of commercial production of non-associated natural gas or up to five years otherwise.

Under the Ravva production sharing contract, Cairn India is entitled to recover 100% of exploration, development and costs of production from crude oil and natural gas sales before any profit is allocated among the parties.

Under the Ravva production sharing contract, until such time as India attains self-sufficiency in its crude oil supply, Cairn India is required to sell in the domestic Indian market all of its entitlement to crude oil extracted from the Ravva field to assist in satisfying domestic Indian crude oil demand. All sales to the GoI nominees are to be valued at a F.O.B selling price per barrel in US dollars, ascertained on Platts, of one or more crude oils of similar characteristics and quality or through the spot market for such crude oils, whichever price is determined by the parties to reflect more truly the current value of the sale.

The Ravva production sharing contract also provides that royalties and cess are payable on production. The royalty rate on crude oil and casing head condensate is set at Rs. 481 per metric ton ($1.08 per barrel), regardless of the value of the crude oil. A levy on the production of crude oil under the provisions of the Oil Industry (Development) Act, 1974 of India (the “OIDA Cess”) is set by the Ravva production sharing contract at Rs. 900 per ton of crude oil production ($2.03 per barrel). A further Rs. 27 per barrel ($0.45 per barrel) (representing a 3% increase in the OIDA Cess) is levied against members of the Ravva joint operation as educational cess and senior and higher secondary educational cess. The additional Rs. 27 is being paid; however, Cairn India is disputing the requirement to make such payment. The royalty payable on natural gas is 10% of the wellhead value of the natural gas (typically 9% of natural gas revenue). OIDA Cess is not payable on natural gas production. Royalties and OIDA Cess are capped by the Ravva production sharing contract at these levels regardless of the generally prevailing royalty and OIDA Cess rate. Royalty and OIDA Cess payments are recoverable under the Ravva production sharing contract before any profit is allocated among the parties. As ONGC originally discovered the Ravva field, Cairn India and the other members of the Ravva joint operation are obliged to make a series of production payments to ONGC based on cumulative crude oil production. The method of calculating the production payments is set out below.

	Gross Payment Owed to ONGC		Net Payment by Cairn India
	($ million)
For every 25 million barrels produced up to 75 million barrels		9.0		3.4
For every 5 million barrels produced between 75-100 million barrels		1.8		0.7
For every 5 million barrels produced between 100-225 million barrels		1.7		0.6
For every 5 million barrels produced between 225-250 million barrels		1.4		0.5
For every 5 million barrels produced over 250 million barrels		1.0		0.23

From time to time, disputes have arisen between the joint operation partners over the interpretation of the production sharing contract for the Ravva field which required arbitration. For example, a dispute arose between the GoI and Ravva joint operation on the issue of excess cost recovery by Ravva joint operation against the base development cost as mentioned in the production sharing contract with an escalation of 5.0% or more. The joint operation partners initiated arbitration proceedings and the arbitral tribunal announced its award on January 18, 2011 broadly allowing companies including Cairn India to recover base development cost spent amounting to $278 million and disallowed an over-run of $22.3 million spent in respect of base development cost and directed 50.0% legal cost on the GoI. The High Court of Kuala Lumpur, on August 30, 2012, dismissed the GoI’s application for setting aside the award with costs. The GoI filed an appeal before the Kuala Lumpur Court of Appeals challenging the High Court’s order. On June 27, 2014, the Kuala Lumpur Court of Appeals dismissed the GoI’ s appeal against the High Court of Kuala Lumpur’s order.

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Operations

Since inception in calendar year 1994, the Ravva block has produced crude oil and gas, more than double the initial resource estimates at the time the production sharing contract was awarded. During fiscal year 2014, the block produced 3,473 boepd, with a plant uptime of 99.8%. The asset recorded 3.81 million LTI (loss time injury) free man-hours as at end of fiscal year 2014.

In March 2014, we commenced the 5th phase of Ravva development drilling using a mat supported jackup rig. This infill drilling campaign, based on the 4D seismic survey, consists of drilling seven wells. The first well in the campaign has successfully identified un-swept oil as predicted by the 4D seismic survey, demonstrating our ability to apply high end 4D seismic technology. The infill drilling campaigns and prudent reservoir management is expected to result in the overall recovery factor of over 50%.

The following table sets out the net average oil and gas daily production from the Ravva block for the years ended March 31, 2012, 2013 and 2014:

Average Daily Production	Units	2012*		2013		2014		% Change (2014 v. 2013)
Net operated	Boepd		3,762		3,051		3,473		14	%
Oil	Bopd		2,690		2,288		2,704		18	%
Gas	Mmscfd		6		5		5		—

* 2012 represents period from December 8, 2011 to March 31, 2012

Facilities

Currently, there are eight unmanned offshore platforms and a 225 acre onshore processing facility at Surasaniyanam, Andhra Pradesh, for processing the natural gas and crude oil produced from the offshore field. The Ravva onshore terminal operates in internationally recognized environmental standard (ISO 14001) and occupational health & safety standard (OHSAS18001). The onshore facility has the capacity to handle 70,000 bopd (95 mmscfd) of natural gas and 110,000 bbls of water injection per day. The terminal also has the capacity to store 1.0 mmbbls of crude oil.

Exploration

The Ravva block still offers substantial exploration potential. In November 2013, we commenced drilling of the ‘high temperature, high pressure’ deep exploration prospect LO110 in Ravva which is intended to test the hydrocarbon potential within the Late Oligocene sands underlying the existing Ravva field. The well is currently awaiting logging.

Cambay

Cambay Basin Production Sharing Contract

Exploration, development and production of the Cambay Basin Block is governed by a production sharing contract between the GoI and a consortium consisting of ONGC, Tata Petrodyne Limited and Cairn India, together (the “Cambay Basin joint operation”) which was signed on June 30, 1998 and runs until 2023 and can be extended for a period of 10 years in case of commercial production of non-associated natural gas or for a period not exceeding five years. Cairn India’s participating interest in the Cambay Basin joint operation consists of a 40% interest in the Lakshmi, Gauri and CB-X development areas. The remaining interests in these development areas are held by ONGC (50%) and Tata Petrodyne Limited (10%). The rights of Cairn India elsewhere in the Cambay Basin Block have been relinquished as required by the Cambay Basin production sharing contract.

Operations

The Cambay block began production in the calendar year 2002. During the fiscal year 2013, this block produced 2,274 boepd, up 21% from 2013. The facilities had an uptime of over 98.6% with 1.1 million LTI (loss time injury) free man-hours recorded in fiscal year 2014. The infill drilling campaign carried out in fiscal year 2013 continues to help sustain production levels.

The block provides an example of optimal asset utilization, with its infrastructure being used for the tolling and processing ONGC’s gas from its North Tapti field and the Gas Balancing Agreement with a joint operation between Niko and Gujarat State Petroleum Corporation.

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The following table sets out the net average oil and gas daily production from the Cambay block for the years ended March 31, 2012, 2013 and 2014:

Average Daily Production	Units	2012*		2013		2014		% Change (2014 v. 2013)
Net operated	Boepd		1,968		1,881		2,274		21	%
Oil	Bopd		1,295		1,337		1,816		36	%
Gas	Mmscfd		4		3		3		—

* 2012 represents period from December 8, 2011 and March 31, 2012

Facilities

At an 82-acre onshore processing facility at Suvali, Gujarat, we process natural gas and crude oil from the Lakshmi and Gauri fields. This facility has a capacity to process 150 mmscfd of natural gas and 10,000 bopd of crude oil and includes a three stage separator oil processing train, three storage tanks of combined capacity of 28,300 bbls and two 2.4 MW captive power generation plants. The processing plant and offshore infrastructure are certified to ISO 14001 and OHSAS 18001 standards.

Exploration

In addition to the Rajasthan, Ravva and Cambay blocks, we also hold interest in six other blocks which are in various stages of exploration, appraisal and development planning. The main basins include the Orange Basin, the Mannar Basin, Mumbai Offshore Basin, the Krishna Godavari Basin, and the Palar Pennar Basin.

KG Onshore

KG-ONN-2003/1, Krishna Godavari Basin (100% operator, 49% participating interest)

The onshore block KG-ONN-2003/1, located in the Krishna Godavari Basin in the state of Andhra Pradesh, was awarded in NELP V round to a joint operation between Cairn India and ONGC. Cairn India has 49% ownership interest in the block and is the operator for the exploration, while ONGC, the other joint partner holds 51% ownership interest. Nagayalanka-1Z was the first discovery in the block. Following this discovery, the Joint operation (with ONGC) for the block opted to enter Phase-II of the Exploration License. The second exploration well, Nagayalanka-SE-1, was drilled which resulted in a light oil discovery in the onshore part of the KG basin.

Strong exploration and appraisal momentum in the KG Onshore block continues and will strengthen our Eastern India portfolio. The Declaration of Commerciality for the Nagayalanka discovery is currently under Management Committee review. The field development plan is being prepared and is expected to be submitted in fiscal year 2015.

The extended flow test on Nagayalanka-1Z-ST appraisal well was completed in March 2014 and the maximum combined flow rate achieved was 850 bopd. The evaluation of the results is in progress with the objective of optimizing development. The second appraisal well, Nagayalanka-NW-1, encountered over 230 m of sand in the Jurassic Golapali Formation and an 80 m synrift section. Fracking and flow testing of the reservoir sections have been completed and the well has been temporarily suspended pending further analysis.

KG Offshore

KG-OSN-2009/3, Krishna Godavari Basin (100% operator, participating interest)

The offshore block KG-OSN-2009/3 covers an area of 1,988 sq. kms and is located in the Krishna Godavari Basin off the coast of the state of Andhra Pradesh. Cairn India is the operator and holds a 100% interest in the block. Block KG-OSN-2009/3 is a shallow water block with water depths within the block ranging between near shore to 400 meters. The production sharing contract was signed on June 30, 2010 and the Petroleum Exploration License was granted in August 2010.

With the conditional clearance received from the GoI in last quarter of fiscal year 2014, the exploration activity has resumed in the block in March 2014. Approximately, 934 sq. kms of full fold 3D seismic data was acquired during first quarter of fiscal year 2015 with an objective of building an exploration portfolio across multiple play types. We are currently planning for an additional 3D seismic program in the remaining area, with acquisition expected to begin by end of third quarter of fiscal year 2015.

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Palar-Pennar

PR-OSN-2004/1, Palar-Pennar Basin (100% operator, Operating with 35% participating interest)

The block is located in the Palar Pennar basin, south of the Krishna Godavari basin and north of the Cauvery basin off the east coast of India. Water depths in the block range from a few meters (near shore) to 400 meters at the eastern boundary of the block. The block covers an area of approximately 9,417 sq. kms. We have a 35% ownership interest in the block and are the operator, while the consortium members, ONGC and Tata, hold interests of 35%, and 30%, respectively.

The block was under force majeure since fiscal year 2010 as the location was falling within the prohibited zone notified by government authorities and permission to carry out exploration and petroleum operations in this area was not considered appropriate by the Department of Space, GoI. However, the application for the shift of the restricted boundary has been accepted by government authorities paving the way for further exploration activity. Planning, well construction design and long lead procurement for the drilling of exploration wells is expected to begin in fiscal year 2015.

Mumbai Offshore

MB-DWN-2009/1, Mumbai Offshore Basin (100% operator, 100% participating interest)

This block was awarded under the NELP VIII licensing round and is located in the Mumbai Offshore Basin. We are the operator and hold a 100% interest in the block. MB-DWN-2009/1 has water depths of between 1,000 meters to 2,200 meters.

With the conditional clearance received from the GoI, exploration activity has resumed. 2,128 line km of 2D broadband seismic has been acquired. The contract for processing the seismic data has been awarded. Planning for acquisition of additional 500 sq. kms of 3D seismic data is underway.

Sri Lanka

SL 2007-01-001 – Mannar Basin, Sri Lanka (Operating, through a subsidiary, with 100% participating interest)

Cairn India, through its wholly owned subsidiary Cairn Lanka (Private) Limited, has established two gas discoveries in the Mannar basin. In fiscal year 2013, it concluded appraisal and commercial studies to determine the next steps for the gas discoveries. Cairn Lanka (Private) Limited continues discussions with the Sri Lankan Government regarding commercial terms necessary to monetize the discovered gas resources on the block. Cairn Lanka (Private) Limited also participated in Sri Lanka’s offshore bidding round for M-5 block, south of our current block in the Mannar Basin in November 2013. The M-5 block is yet to be awarded by the government.

South Africa

Block 1 - Orange Basin, South Africa (Operating, through a subsidiary, with 60% participating interest)

Cairn India signed a farm-in agreement with PetroSA, national oil company of South Africa, for the 19, 898 sq. kms off-shore block 1, located in the Orange Basin in South Africa. A wholly owned subsidiary, Cairn South Africa Pty. Limited holds a 60% interest in the block and is the operator.

Following farm-in and assignment of participating interest in the block in early calendar year 2013, Cairn India acquired 1,981 sq. km of 3D seismic data in fiscal year 2014. Initial processing of the data is now complete and advanced processing is ongoing. Additionally, acquisition of 3,000 line km of 2D seismic data was concluded in early March, 2014. Processing of the new 2D seismic data is now under way. Both the surveys, 3D seismic and 2D seismic were completed without incident and on time.

Based on the preliminary assessment of the seismic data, a working petroleum system with multiple oil and gas plays is possible. The on-going seismic processing and technical evaluation is expected to identify drillable prospects during the fiscal year 2015.

Sales and Marketing

Our crude oil customers include both Public Sector Units refineries like - Indian Oil Corporation Limited, Hindustan Petroleum Corporation Limited, Chennai Petroleum Corporation Limited as well as private refineries like Reliance India Limited and Essar Oil Limited. Natural gas buyers are Gujarat Gas Corporation Limited, Gujarat Narmada Valley Fertiliser Company Limited, Gas Authority India Limited and China Light and Power India Private Limited.

For Rajasthan and Cambay blocks, crude oil price is benchmarked to Bonny Light, West African low sulfur crude that is frequently traded in the region, with appropriate adjustments for crude quality. Similarly, for Ravva block, crude oil price is benchmarked to Tapis & Minas, South Asian crude. The crude oil price benchmarks are based on crude oil sales agreement.

Projects and Developments

Our ongoing capital expenditure program is focused on exploration and development activities across all the assets with 87% of the capital expenditure planned to be invested in the Rajasthan block in next three years. We are embarking on the implementation of three major development projects in our Rajasthan block.

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MBA fields - Enhanced Oil Recovery Project including drilling campaign and facilities upgrade

We have made significant progress on up-grading the fluid (oil, gas, water) handling capacity at the Mangala Processing Terminal to meet the anticipated additional requirements. This is associated with the increasing water cuts as the fields mature and more water is injected for pressure support and sweep efficiency. This project will also augment the water injection facilities by quality and quantity.

We are now targeting first polymer injection in the Mangala field enhanced oil recovery project, within fiscal year 2015 and have awarded all contracts for the execution. Construction of surface facilities including the central polymer facility has commenced in first quarter of fiscal 2015. Polymer flood enhanced oil recovery plan is in place for Bhagyam field and approval from joint operation partner is underway. We have commenced the alkaline surfactant polymer pilot at Mangala and plan to extend polymer flood enhanced oil recovery to Aishwariya field. We have secured seven rigs and plan to drill 120 to 150 wells including additional infill wells in fiscal year 2015 that will have synergies with future enhanced oil recovery program.

We have incurred approximately $ 4.3 billion on the development of MBA fields as of March 31, 2014 and we plan to spend additional $ 1.6 billion on further development over a period of next three years (through fiscal year 2017). These projects are financed from internal sources of capital.

Barmer Hill and Satellite field development

The Barmer Hill formation which is spread across the block has the potential to become a new major oil play in India and can be classified into 2 major development opportunities

• Barmer Hill North consisting of oil prone porcellanite rocks

• Barmer Hill South consisting of muddy porcellanites

Exploration results confirm the potential of Barmer Hill across the Rajasthan block, with better than expected results in Vijaya and Vandana. The permeability of the Barmer Hill reservoir has been proved to be better than shale by an order of magnitude. Production from Mangala and Aishwariya Barmer Hill fields in Development Area 1 commenced from first quarter of fiscal 2015. Drilling and hydraulic fracturing horizontal and vertical wells will be used to optimize the application of hydraulic fracturing technology. We are putting together execution plans to scale up the tight reservoir development of the Barmer Hill in the northern area of the block replicating the North American development model. We have initiated dedicated horizontal well drilling campaign for tight oil development in first quarter of fiscal 2015.

For Satellite Fields:

• field development plans for the two fields, NI and NE, in Development Area 2 have received approval from regulators.

• Raag-S-1, the 26th discovery in Development Area 1, was brought on test production within a year of discovery under integrated development plan. It has started contributing to production volumes from first quarter of fiscal 2015.

We plan to spend $ 600 million on this project over a period of next three years (through fiscal year 2017). This project is financed from internal sources of capital.

Gas development

Development of existing Raageshwari Deep Gas field is underway. We plan to double the gas production from this field by fourth quarter of fiscal year 2015 by installing additional compressors. We have plans to upgrade the existing Raageshwari Gas Terminal to higher capacity with a first train of 100 mmscfd. We are also looking at options to construct a new 30 inch gas pipeline to monetise the additional gas potential in the block for which Right of Use has already been secured. Infrastructure is also being created to capture significant Natural Gas Liquids potential in the block.

We plan to spend $ 200 million on this project over a period of next three years (through fiscal year 2017). This project is financed from internal sources of capital.

Reserves

The definitions used for proved, proved developed and proved undeveloped oil and gas reserves are in accordance with the SEC Rule 4-10 of Regulation S-X. Proved oil and natural gas reserves are those estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be economically producible in future years from known reservoirs, under existing economic and operating conditions including a 12-month average price prior to the end of the reporting period, unless prices are defined by contract, and cost at the date of estimation. DeGolyer and

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MacNaughton performed an independent evaluation of our 100% estimated reserves base as of March 31, 2014, March 31, 2013, March 31, 2012 and December 8, 2011. See the reserves evaluation report by DeGolyer and MacNaughton, dated June 12, 2014, included as an exhibit to this Annual Report.

All the proved reserves presented herein are based on production sharing contracts with the government of India. As such, all net reserves are based on an entitlement calculation which converts Cairn India’s share of cost recovery and profit petroleum under each contract to a volume equivalent of net reserves in accordance with SEC guidance on calculating net reserves subject to these agreements. For further information on our proved reserves, see “Supplementary Information on Oil and Gas Exploration and Production” on page F-101.

Proved Reserves

Proved reserves estimates are based on the requirement of reasonable certainty with technical and commercial assessments based on conventional industry practices. Only technologies that have been tested in the field and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation are applied. To determine a reasonable certainty of commercial recovery, the process involves a general method of reserves assessment that relies on the integration of three types of data:

1. Well data used to assess the local characteristics and conditions of reservoirs and fluids.

2. Field-scale seismic data to allow the interpolation and extrapolation of these characteristics within and outside the immediate area of the local well control.

3. Data from relevant analogous fields. The data includes appraisal wells or sidetrack holes, full logging suites, core data, and fluid samples.

In the fields in which estimates of proved reserves have been prepared, reserves have only been estimated from those quantities or oil or gas in place that are above a penetrated hydrocarbon contact or above a lowest known hydrocarbon elevation. In the estimation of reserves associated with improved recovery operations, reserves are based on existing field performance parameters or from the performance of an analogous reservoir located in an adjacent field producing from the same geologic formation, in the same environment of deposition, with a similar geologic structure, containing the same drive mechanism, and containing in aggregate reservoir properties no more favorable than the reservoir of interest. In the estimation of reserves associated with enhanced oil recovery, estimates of reserves have been prepared on the basis of the performance of a pilot project that has exhibited a positive production response located within the field and reservoir in which the reserves have been attributed.

The table below sets forth our estimated net proved developed and undeveloped reserves of crude oil and natural gas by region as of March 31, 2014, based on average fiscal year 2014 prices:

	Reserves
Reserve category	Oil (mmbbls)		Natural Gas (bcf)		Total oil and gas products (mmboe)
Proved developed
India		75.40		6.03		76.41
Sri Lanka		—		—		—
South Africa		—		—		—
Proved undeveloped
India		36.13		0.92		36.28
Sri Lanka		—		—		—
South Africa		—		—		—
Total proved reserves		111.53		6.95		112.69

Note: Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

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The table below summarizes information about the changes in total proved reserves for 2014, 2013 and 2012 (period from December 8, 2011 to March 31, 2012):

Total Proved Developed and Undeveloped Reserves

Reserves quantity information for the year ended March 31, 2014	Oil (mmbbls)			Natural gas (bcf)			Total oil and gas products (mmboe)
Reserves quantity information for the year ended March 31, 2014
March 31, 2013		104.94			6.67			106.05
Revisions of previous estimates		17.20			2.96			17.70
Improved recovery		21.63			—			21.63
Purchases or (sales) of minerals		—			—			—
Extensions and discoveries		—			1.21			0.20
Production		(32.24	)		(3.89	)		(32.89	)
March 31, 2014		111.53			6.95			112.69
Reserves quantity information for the year ended March 31, 2013
March 31, 2012		120.60			9.47			122.18
Revisions of previous estimates		8.59			0.06			8.60
Improved recovery		8.27			—			8.27
Purchases or (sales) of minerals		—			—			—
Extensions and discoveries		—			—			—
Production		(32.52	)		(2.86	)		(33.00	)
March 31, 2013		104.94			6.67			106.05
Reserves quantity information for the period ended March 31, 2012
December 8, 2011		130.09			10.73			131.88
Revisions of previous estimates		(1.12	)		(0.06	)		(1.13	)
Improved recovery		—			—			—
Purchases or (sales) of minerals		—			—			—
Extensions and discoveries		—			—			—
Production		(8.37	)		(1.20	)		(8.57	)
March 31, 2012		120.60			9.47			122.18

Proved Undeveloped Reserves

Since December 8, 2011, Cairn India has progressed 45.7 mmboe from proved undeveloped to proved developed reserves. The major fields within the Rajasthan production sharing contract represent a large proportion of Cairn India’s total reserves, and the activities associated with the development of reserves in this production sharing contract dominate the progression of reserves movements for the company. Reserves associated with projects or development wells were not categorized as proved until management committee approval was granted. The Mangala, Bhagyam, and Aishwariya fields are the major producing fields in which Cairn India holds interests in the Rajasthan production sharing contract. During the period between December 8, 2011, and March 31, 2014, Cairn India was developing the Bhagyam and Aishwariya fields and continues to develop the Mangala field. All three fields are under water flooding operations and polymer-augmented water flooding has been approved for the Mangala field with operational startup scheduled for fiscal year 2015. First production in the Bhagyam field occurred in January 2012, while first production in the Aishwariya field started in March 2013. Since December 8, 2011, 56 wells have been drilled in the Mangala field, 61 wells have been drilled in the Bhagyam field, and 40 wells have been drilled in Aishwariya field. During that same timeframe, 216 wells have been completed and tied-in to facilities for the three fields.

In the period from December 8, 2011, to March 31, 2012, Cairn India progressed 11.0 mmboe from proved undeveloped to proved developed reserves which represented 37 percent of the proved undeveloped reserves estimated as of December 8, 2011. Total development expenditure associated with this movement was $71 million. During the fiscal year 2013, Cairn India progressed 14.1 mmboe from proved undeveloped to proved developed reserves, which represented 72 percent of the proved undeveloped reserves as of March 31, 2012. Development capital expenditures in support of the development of those reserves during fiscal year 2013 were $194 million. During the fiscal year 2014, Cairn India progressed 20.6 mmboe from proved undeveloped to proved developed reserves. This represented 114 percent of the proved undeveloped reserves as of March 31, 2013. The development capital expenditures associated with development of the reserves in fiscal year 2014 totaled $320 million. The primary reason that the reserves developed during fiscal year 2013 exceeded those booked as undeveloped reserves at March 31, 2013, was the approval of a 54 well development program in the Bhagyam field after the as of date, and the subsequent drilling and completion of 23 of the 54 wells during the fiscal year 2014.

In the period evaluated herein, proved undeveloped reserves were added in consideration of approval from the Management Committee to drill an additional 14 wells in Mangala (fiscal year 2013) of which 13 have been drilled, drill an additional 18 wells in Bhagyam (fiscal year 2013) all of which have been drilled; drill 48 infill wells in preparation for enhanced oil recovery operations in the Mangala field (fiscal year 2014) of which 45 wells have been drilled; and drill an additional 54 infill wells in the Bhagyam field (fiscal year 2014) of which 23 wells have been drilled. Of the additional 134 wells that have been approved, 99 wells have been drilled as of March 31, 2014. Most of the remaining wells to be drilled are located in the Bhagyam field.

The capital expenditures associated with the development of reserves are related to the drilling and completion of the wells in the Aishwariya, Bhagyam, and Mangala fields, artificial lift and in-field flow lines and processing equipment, and the construction and installation of the produced fluid handling facilities for all three fields including both production and injection equipment.

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The only additional development activities outside of the Rajasthan production sharing contract were the drilling of two development wells and a major work-over of a single well in the Lakshmi field located in the CB-OS/2 production sharing contract in fiscal year 2012, and the drilling of a single development well in the Ravva production sharing contract in fiscal year 2013.

Internal controls over reserves estimation process

We maintain an internal staff of petroleum engineers, geoscientists and economists who work closely with our independent reserves engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserves engineers in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Reservoir Engineer is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation.

During each fiscal year, our technical team meets with D&M who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. In addition, other pertinent data is provided such as seismic information, geologic maps, well logs, production tests, material balance calculations, well performance data, operating procedures and relevant economic information.

Independent reserves estimation

Reserves estimates presented herein for our Indian assets are based on the D&M Reserves Report, completed on June 12, 2014, a copy of which has been filed as an exhibit to this Annual Report.

D&M, a Delaware corporation with offices in Dallas, Houston, Calgary, Moscow and Algiers, has been providing consulting services to the oil and gas industry for more than 75 years. The firm has more than 150 professionals, including engineers, geologists, geophysicists, petro physicists and economists that are engaged in the appraisal of oil and gas properties, the evaluation of hydrocarbon and other mineral prospects, basin evaluations, comprehensive field studies and equity studies related to the domestic and international energy industry. D&M restricts its activities exclusively to consultation and does not accept contingency fees, nor does it own operating interests in any oil, gas or mineral properties, or securities or notes of its clients. The firm subscribes to a code of professional conduct, and its employees actively support their related technical and professional societies. The firm is a Texas Registered Engineering Firm.

Thomas C. Pence, Senior Vice President with D&M was responsible for the preparation of the D&M Reserves Report. Mr. Pence studied at the Texas A&M University and graduated as a Bachelor of Science in Petroleum Engineering in the year 1982. He is a registered professional engineer in the State of Texas and a member of the International Society of Petroleum Engineers. He has more than 32 years of experience in oil and gas reservoir studies and reserves evaluations.

The D&M Reserves Report covered 100% of our total proved reserves. In connection with the preparation of the D&M Reserves Report, D&M prepared its own estimates of our proved reserves. In the process of the reserves evaluation, D&M did not independently verify the accuracy and completeness of information and data furnished by us with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices, or any agreements relating to current and future operations of the fields and sales of production. However, if in the course of the examination something came to the attention of D&M that brought into question the validity or sufficiency of any such information or data, D&M did not rely on such information or data until it had satisfactorily resolved its questions relating thereto or had independently verified such information or data. D&M independently prepared reserves estimates to conform to the guidelines of the SEC, including the criteria of “reasonable certainty,” as it pertains to expectations about the recoverability of reserves in future years, under existing economic and operating conditions, consistent with the definition in Rule 4-10(a) of Regulation S-X. D&M issued the D&M Reserves Report based upon its evaluation. D&M’s primary economic assumptions in estimates included oil and gas sales prices determined according to SEC guidelines, future expenditures and other economic assumptions (including interests, royalties and taxes) as provided by us. The assumptions, data, methods and procedures used, including the percentage of our total reserves reviewed in connection with the preparation of the D&M Reserves Report were appropriate for the purpose served by such report, and D&M used all methods and procedures as it considered necessary under the circumstances to prepare such reports.

However, uncertainties are inherent in estimating quantities of reserves, including many factors beyond our and our independent reserves engineers’ control. Reserves engineering is a subjective process of estimating subsurface accumulations of oil and natural gas that cannot be measured in an exact manner, and the accuracy of any reserves estimate is a function of the quality of available data and its interpretation. As a result, estimates by different engineers often vary, sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, economic factors such as changes in product prices or development and production expenses, and regulatory factors, such as royalties, development and environmental permitting and concession terms, may require revision of such estimates. Our operations may also be affected by unanticipated changes in regulations concerning the oil and gas industry in the countries in which we operate, which may impact our ability to recover the estimated reserves. Accordingly, oil and natural gas quantities ultimately recovered will vary from reserves estimates.

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Oil and gas production, production prices and production costs

The following tables set forth our production of crude oil and natural gas on entitlement interest basis, by geographic area for the years ended March 31, 2014, 2013 and 2012:

Hydrocarbon production by geographic area

	For the year ended March 31,
	2012*						2013						2014
	Crude Oil (mmbbls)		Natural Gas (mmscfd)		Total (mmboe)		Crude Oil (mmbbls)		Natural Gas(1) (mmscfd)		Total (mmboe)		Crude Oil (mmbbls)		Natural Gas(1) (mmscfd)		Total (mmboe)
India		8.37		1.20		8.57		32.51		2.86		33.00		32.24		3.89		32.89
Mangala(2)		7.47		—		7.47		26.85		—		26.85		23.89		—		23.89
Others		0.9		1.20		1.1		5.67		2.86		6.15		8.35		3.89		9.00
Sri Lanka(3)		—		—		—		—		—		—		—		—		—
South Africa(3)		—		—		—		—		—		—		—		—		—
Total		8.37		1.20		8.57		32.51		2.86		33.00		32.24		3.89		32.89

* 2012 represents period from December 8, 2011 to March 31, 2012.

Notes:

(1) Natural gas production figures are the production volumes of natural gas available for sale, excluding flared and re-injected gas and gas consumed in operations.

(2) Mangala field is separately included as it contains more than 15% of our total proved reserves.

(3) Our Sri Lanka and South Africa operations are still in exploration stage.

The following table sets forth our average sales prices by geographic area and by-product type for the last three years:

	India (US $)
During the year ended March 31, 2014
Average sale prices
Oil, (barrel)		95.8
Natural gas, (mscf)		5.7
During the year ended March 31, 2013
Average sale prices
Oil, (per barrel)		99.0
Natural gas, (per mscf)		4.6
During the year ended March 31, 2012*
Average sale prices
Oil, (per barrel)		107.1
Natural gas, (per mscf)		4.4

* 2012 represents period from December 8, 2011 to March 31, 2012.

The following table sets forth our average production costs by geographic area for the last three years:

		For the Year Ended March 31,
	Unit of Measurement	2012*		2013		2014
		($. per boe)
India
Oil & Gas	($. per boe)		17.4		22.2		20.9

* 2012 represents period from December 8, 2011 to March 31, 2012.

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In case of oil and gas, production costs consist of:

• expenditure incurred towards the production of crude oil and natural gas including statutory levies, such as cess, royalties (except Rajasthan block) and production payments payable pursuant to the production sharing contracts as well as operational expenditures such as costs relating to manpower, repairs and maintenance of facilities, power generation and fuel for such facilities, water injection, insurance, and storage, transportation and freight of crude oil and natural gas, among others. The total production cost is divided by the net interest quantity of oil and gas produced to determine the cost of production per barrel of oil equivalent

• See “Item 5. Operating and Financial Review and Prospects – Factors Affecting Results of Operations - Royalty & cess payments” for further details.

Drilling and other exploratory and development activities

The following table sets forth the number of net productive and dry exploratory and development wells drilled for the last three fiscal years. For more information about our on-going exploration and production activities, see “Information on the Company – Business Overview - Our Business – Our Oil and Gas Business- Principal Facilities”.

Net Productive and Dry Exploratory and Development Wells

	2012*		2013		2014
Net productive exploratory wells drilled
India		0.49		1.00		12.49
Sri Lanka		—		—		—
South Africa		—		—		—
Total productive exploratory wells drilled		0.49		1.00		12.49
Net dry exploratory wells drilled:
India		—		—		3.00
Sri Lanka		—		—		—
South Africa		—		—		—
Total dry exploratory wells drilled		—		—		3.00
Total number of net wells drilled		0.49		1.00		15.49
Net productive development wells drilled:
India		0.70		14.80		82.13
Sri Lanka		—		—		—
South Africa		—		—		—
Total productive development wells drilled		0.70		14.80		82.13
Net dry development wells drilled:
India		—		—		—
Sri Lanka		—		—		—
South Africa		—		—		—
Total dry development wells drilled		—		—		—
Total number of net wells drilled		0.70		14.80		82.13

* 2012 represents period from December 8, 2011 to March 31, 2012.

Present activities

The following table summarizes the number of wells in the process of being drilled as of March 31, 2014.

Number of Wells Being Drilled as of March 31, 2014

	Gross		Net
Wells drilling
India		11.00		7.74
Sri Lanka		—		—
South Africa		—		—
Total wells drilling		11.00		7.74

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As of March 31, 2014, we were engaged in a significant development and exploration programme our Rajasthan block in India. We were drilling 4 wells on our Mangala and Bhagyam fields, which were the 43^rd and 44^th development wells of the Mangala infill program and the 21^st and 22^nd well of the Bhagyam 54 well infill program. In addition to these development activities, we had 4 exploration rigs drilling, and by end of fiscal year 2014, 15 wells of the program had been completed. Other significant activities ongoing at the end of fiscal year 2014 included the Mangala Polymer pilot which was nearing the end of the polymer injection phase and readying for the ASP phase.

Outside our Rajasthan block, we were drilling the RX-11 HPHT exploration well in the offshore PKGM-1(Ravva) block, and an additional infill development well in the Ravva field. In the onshore KG-ONN-2003/1 block we were drilling the Nagayalanka NW-1 well.

Oil and gas properties, wells, operations and acreage

Our blocks containing proved reserves have leases which currently expire in May 14, 2020 for Rajasthan block, October 27, 2019 for Ravva block and June 29, 2023 for Cambay block.

The following tables show the number of gross and net productive oil and natural gas wells and total gross and net developed and undeveloped oil and natural gas acreage in which Cairn India had interests as of March 31, 2014.

Gross and Net Productive Wells and Gross and Net Developed and Undeveloped Acreage

	As of March 31, 2014
	Oil				Natural gas
	Gross		Net		Gross		Net
Gross and net productive wells
India		306.00		202.83		23.00		12.40
Sri Lanka		—		—		—		—
South Africa		—		—		—		—
Total gross and net productive wells		306.00		202.83		23.00		12.40

	As of March 31, 2014
	Gross (acres)		Net (acres)
Gross and net developed acreage
India		31,728		14,497
Sri Lanka		—		—
South Africa		—		—
Total gross and net developed acreage		31,728		14,497
	As of March 31, 2014
	Gross (acres)		Net (acres)
Gross and net undeveloped acreage
India		4,497,714		2,638,000
Sri Lanka		741,316		741,316
South Africa		4,916,903		2,953,700
Total gross and net undeveloped acreage		10,155,933		6,333,016

Notes:

(1) Developed acreage is acreage assignable to productive wells; productive wells include producing wells and wells mechanically capable of producing.

(2) Undeveloped acreage encompasses those leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves. Users of this information should not confuse undeveloped acreage with undrilled acreage held by production under the terms of the lease.

(3) A gross well or acre is a well or acre in which a working interest is owned, while a net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one.

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Cairn India’s lease holdings comprises of seven blocks in India of which the largest is the Palar-Pennar block in terms of acreage which accounts for approximately 50% of the total acreage. Rajasthan block, being the second largest block constitutes approximately 17% of the total acreage. We have one block each in Sri Lanka and South Africa.

Delivery Commitments

Crude Oil

We sell crude oil from our various operating fields under production, under a variety of contractual obligations. Prior to start of every fiscal year under the various production sharing contracts between Cairn India and GoI, GoI nominates volumes that would be up-lifted by its nominee refinery based upon the expected production from the field during the year. We are free to tie-up with other domestic refineries for the surplus available volume that is not nominated by GoI.

For fiscal year 2015, GoI has nominated approximately 38 kbopd (participating interest) of crude oil from various producing fields. We have reasonable endeavor crude oil sales agreements and there is no minimum committed quantity thus, resulting in no financial implication.

Natural Gas

Delivery commitment for natural gas is on an annual basis for Ravva block and on a monthly basis for CB/OS-2 block. The delivery commitments are based on estimated gas production from our fields.

Our share of gas sales commitment (participating interest) from Ravva block for the fiscal year 2015 is approximately 0.8 mmscf per day. Our share of gas sales commitment (participating interest) as on July 31, 2014 for CB/OS-2 block is approximately 4.8 mmscf per day and 1.6 mmscf per day, for the months of August 2014 and September 2014, respectively.

We believe our proved reserves in India will be sufficient to deliver the above mentioned contracted volumes. If actual delivered gas quantity does not meet nominated gas quantity, then discount up to 20% on the gas price will be offered to buyers in line with the provisions of respective gas sales agreement.

Distribution, logistics and transport

Rajasthan

The Mangala Processing Terminal has been designed as a centralized hub facility to handle crude oil production from the fields in the Rajasthan block that have been discovered by us. Once crude oil reaches the Mangala Processing Terminal, generally via pipeline, it is processed and transported to public-sector customers or private refineries that have purchased it. See “— Facilities – Mangala Processing Terminal” for more details.

Cambay

At an 82-acre onshore processing facility at Suvali, Gujarat, we process natural gas and crude oil from the Lakshmi and Gauri fields. This facility has a capacity to process 150 mmscfd of natural gas and 10,000 bopd of crude oil and includes a three stage separator oil processing train, three storage tanks of combined capacity of 28,300 bbls and two 2.4 MW captive power generation plants. The processing plant and offshore infrastructure are certified to ISO 14001 and OHSAS 18001 standards.

The crude oil produced from Suvali Onshore Terminal is transported via truck tankers approximately 15 km to Adani Hazira Port Private Limited. Thereafter, the crude cargo is sold to coastal refineries (currently Hindustan Petroleum Corporation Limited, Mumbai) via sea tankers. The processed natural gas is sold through the Gujarat State Petronet Limited pipeline facility to CLP India Private Limited and Gujarat Gas Corporation Limited.

Ravva

Currently, there are eight unmanned offshore platforms and a 225 acre onshore processing facility at Surasaniyanam for processing the natural gas and crude oil produced from the offshore field. The Ravva onshore terminal operates as per internationally recognized environmental standard (ISO 14001) and occupational health & safety standard (OHSAS18001). Onshore facility has the capacity to handle 70kbopd, 95 mmscfd of natural gas and 110,000 bbls of water injection per day. The terminal also has the capacity to store 1.0 mmbbls of crude oil.

The Crude produced from the wells in the Ravva Field is sent to the onshore processing terminal via subsea pipelines. The oil is processed and stored in the storage tanks at the terminal. Thereafter, the crude oil is exported to local refineries Hindustan Petroleum Corporation Limited and Chennai Petroleum Corporation Limited (nominated by GoI) via 20 inch export line (approximately 16 km long) from the terminal to a ship tanker, which is moored to the single point mooring buoy located in the field. The single point mooring buoy and associated equipment are together termed as Tanker Mooring and Loading Facility.

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Natural gas from the wells after treatment is exported to buyer’s (GAIL) pipeline.

Market share and competition

The oil and gas exploration, development and production industry in India is highly competitive. In seeking to obtain desirable exploration and development prospects, we face significant competition from Indian companies, including ONGC and Reliance Industries Limited, and major integrated and large independent multinational companies. ONGC, which is controlled by the GoI and has been awarded the majority of the exploration blocks offered by the GoI in the nine NELP licensing rounds completed as of March 31, 2014, has been told by the GoI to focus on its exploration and production activities against which we compete. Many of these competitors have access to financial or other resources substantially in excess of those available to us and accordingly may be better positioned to acquire and exploit prospects, hire personnel and market production. In addition, many of our competitors may be better able to withstand the effect of changes in industry conditions such as worldwide crude oil and natural gas prices and levels of supply and the application of government regulations, which affect our business and which are beyond our control.

We are a significant contributor, approximately 28% as derived from Ministry of Petroleum and Natural Gas statistics of March 2014, to India’s domestic crude oil production.

Seasonality

Our business is not subject to seasonality as demand for oil and gas is consistent throughout the year.

Iron Ore Business

Overview

Our iron ore business is carried out in the states of Goa and Karnataka. We are India’s largest exporter of iron ore in the private sector by volume since 2003, prior to the temporary suspension of mining activities relating to iron ore in the states of Goa and Karnataka, according to the Federation of Indian Mineral Industries. Our iron ore business includes exploration, mining and processing of iron ore. In fiscal year 2014, we produced approximately 1.5 million tons of iron ore fines and lumps. The sales were negligible at 0.03 million tons.

We currently operate a metallurgical coke plant with an installed capacity of 560,000 tpa and a pig iron plant with an installed capacity of 625,000 tpa. We manufacture pig iron through the blast furnace route. We have a patent for the technology for the manufacture of energy recovery based metallurgical coke.

Ore from our mine at Karnataka was exported mainly through the ports at Goa and Mangalore. However, since the ban on exports imposed by the Government of Karnataka in July 2010, we sell the iron ore produced at our Karnataka mine only to domestic Indian customers. On August 26, 2011, the Supreme Court of India passed an order temporarily suspending the mining activities relating to iron ore in the Chitradurga and Tumkur districts of Karnataka due to alleged environmental violations by miners. In view of this order, our activities at this mine were stopped with immediate effect. On April 18, 2013, this suspension was lifted by the Supreme Court of India and operations were resumed on December 29, 2013 after obtaining the necessary statutory clearances.

In September 2012 and October 2012, each of the state government of Goa and the Supreme Court of India ordered the suspension of all mining operations and transportation of iron ore of the mines in the State of Goa due to alleged environmental violations by miners. In view of the foregoing, operations at our mines in Goa were suspended. On April 21, 2014, the Supreme Court of India lifted the mining suspension with certain conditions. The Supreme Court also imposed an interim restriction on the maximum annual excavation from the mining leases in the State of Goa to 20 million tons subject to determination of final capacity by an expert committee appointed by the Court. Further, in its order, the Court held that all mining leases in the State of Goa, including ours expired in 2007. Consequently, no mining operations can be carried out until the renewal or execution of mining lease deeds by the state government of Goa.

Strengths

We intend to leverage our position in the iron ore sector on the basis of the following strengths:

• As of March 31, 2014, we own or have the rights to ore reserves consisting of approximately 370 million tons of iron ore at an average grade of 46.0%. The rights to reserves include the right to the reserves in the state of Goa, which is subject to the announcement of a new mining policy and renewal of mining leases by the State Government of Goa.

• The opportunity to expand through consolidation of the fragmented Indian iron ore industry.

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• Experienced personnel with technical skills in Indian mining development.

• Strong growth potential with additional prospecting and mining licences and de-bottlenecking operations.

• Robust balance sheet.

• Vertically integrated pig iron and metallurgical coke operations with patented in-house technology.

On August 22, 2011, we acquired a 51.0% ownership interest in WCL, a Liberian iron ore exploration company which was a wholly-owned subsidiary of Elenilto Minerals & Mining LLC, for a cash consideration of $90.0 million. WCL is developing a network of iron ore deposits in west Africa which has a long life potential. On December 20, 2012, we acquired the remaining 49.0% of the outstanding common shares of WCL from Elenilto Minerals & Mining LLC for a cash consideration of $33.5 million.

On March 1, 2012, Sesa Goa acquired 100% of the total outstanding share capital of Goa Energy Private Limited which is engaged in the business of power generation from Videocon Industries at a consideration of $9.5 million. The company has been renamed Goa Energy Limited since September 2012. GEL owns a 30 MW waste heat recovery power plant in Goa which generates power from the waste gases of our metallurgical coke plant and blast furnace.

A number of initiatives were earlier undertaken to expand our mining and logistical capacity at our mines at Goa and Karnataka to 36 mmt, but these initiatives have been scaled back and are currently on hold due to regulatory issues and capping of production limits across the state. We have also made substantial progress on our logistics capacity, with a new railway siding already commissioned in Karnataka and progress made on widening of the existing roads and building dedicated road corridors in both Karnataka and Goa. We have also added capacity in river and port logistics, with 18 new barges already on stream.

Principal products

Iron ore

Our iron ore reserves consist of both lump and fine ore. As of March 31, 2014, the percentage of lump ore in the reserves was approximately 12.0% and 17.0% in Goa and Karnataka, respectively. While the ore in Goa contains an average iron content deposit of 50.0% to 55.0%, the mines in Karnataka are of higher grade deposits, ranging between 56.0% to 60.0% iron. We sell lump ore from our mines in Karnataka primarily to domestic pig iron or steel producers. The majority of other iron ore produced by our mines is sold internationally, primarily to purchasers in China.

Pig iron

We produce basic, foundry and nodular grade pig iron in various grades for steel mills and foundries.

Metallurgical coke

We also produce metallurgical coke, the majority of which is consumed in India.

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Principal facilities

Overview

The following map shows details of the locations of our iron ore business in India and around the world:

Mines

Goa mines.

Our iron ore operations in Goa consist of two major iron ore mining areas, one in Codli village (in the South Goa District) and the other in Sonshi village (in the North Goa District). In addition, we derive ore production from several satellite mines in North Goa. Our Goa leases were originally granted as mining concessions by the government during the Portuguese regime from 1955 onwards, and in 1987 these concessions were converted to mining leases. We now operate a total of eleven mining leases in Goa representing an area of approximately 653 hectares as well as a one third-party lease on contract, representing an area of approximately 62 hectares. The lease periods for our eleven mining leases in Goa have expired and are in the process of being renewed and were being operated under deemed consent until the temporary suspension on mining activities relating to iron ore imposed by the state government of Goa and the Supreme Court of India. We applied to the state government of Goa for the renewal of these mining leases within the applicable statutory period, and the renewal is in process. Under applicable law, a leaseholder can continue mining while its application is pending with the State of Goa. Furthermore, under applicable law every person seeking renewal of a mining lease for the mining of a mineral that is used in its own industry is generally entitled to renewal of its mining lease for a period not exceeding 20 years. All applications for renewal of our leases which have expired have been submitted and we do not expect that any of these leases will not be renewed.

We carry out exploration in grid patterns of 100 meters by 100 meters at the initial stage of exploration, followed by grid patterns of 50 meters by 50 meters. Core samples are analysed and used to interpret the ore body for the preparation of geological cross sections and the classification of the ore as either crude ore or sub-grade ore. Drill core sampling is undertaken on entire holes and the drill core material is sampled at the sample preparation facilities.

The gross value of fixed assets for our Goa operations, including capital works-in-progress, was Rs 113,736 million ($1,895.6 million) as of March 31, 2014.

(i) Codli mines:

The Codli group of mines is situated in south of Goa, approximately 600 km south of Mumbai and 50 km east of Panaji, the capital of Goa. It is an open-pit operation and the nearest railway stations, Sanvordem and Margao, are approximately 13 km and 40 km, respectively, from the mine. There is an airport 55 km from the mine at Dabolim. The river loading points at Sanvordem and Capxem are approximately 12 km and 14 km, respectively, from the Codli mines while the port is approximately 40 nautical miles from the river loading point.

The Codli mines cover an area of approximately 340 hectares and are operated under the terms and conditions stipulated in four contiguous leases, three of which are owned by us with the remaining lease being owned by a third-party. We own an additional two mining leases to the northwest of the current Codli mine operations where exploration is being undertaken. All of these leases expired in November 2007 and are in the process of being renewed.

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Exploration at the Codli mines began in 1966 and the mine first commenced production in 1973. Production at the mine reached 3 mmtpa by 1995. The mines have been granted environmental clearance by the MoEF for a production of 7 mmtpa.

At the Codli mines, the lower grade iron formation is folded and subsequently eroded into basinal areas amenable to open-pit mining. Economically mineable material occurs over an area of about 3.1 km by 1.6 km and is located between 84 meters above sea level and 50 meters below sea level. The formations show a general northwest-southeast trend with shallow to moderate dips towards the northeast with local reversals. The footwall is comprised of manganiferous clay and decomposed quartzites and the stratigraphy of the ore body is cross cut by late dolerite dykes and sills which are manifested by pink clayey zones in the mine area.

The Codli mines are multi-pit, multi-lease fully mechanised mining units. The open-pits have a bench height of 7 meters, haulage roads of 25 meters width and an overall pit slope of 26 degrees. The Codli mines have 14 basins, of which 5 pits have been exhausted. The lateritic overburden is removed either by ripping or dozing, and loaded by excavators and/or wheel loaders into heavy earth moving machinery such as rigid dumpers and articulated dumpers. Hauling within the mine is also done by rigid and articulated dumpers. An ore stockpile is maintained at all times to continuously feed the processing plants.

We have extensive ore processing facilities for upgrading the ore, which include crushing, dry screening, scrubbing, log washing, classifying, hydrocycloning, and magnetic separation with a wet high- intensity magnetic separator. The four Codli processing plants are between 1 and 18 years old and throughput capacity of the four Codli processing plants is 10 mmtpa. The processed ore is transported by road to a riverhead jetty by 10 ton tipper trucks and then further transported by barges to the Goa ports or transhipper for onward shipment. We have a captive fleet of 36 barges and one transhipper and one floating transfer station, based at the Mormugao port. The transhipper is a large panamax size vessel (82,000 dwt) with gears, capable of picking up ore from barges and loading into ocean-going vessels at the maximum rate of 40,000 tons per day. One plant is provided with a dry circuit to process high grade ore, while the remaining four wet plants process low grade ores. The Codli processing plants undergo regular maintenance and annual repairs are conducted during the monsoon season.

As of March 31, 2014 we have undertaken an exploration and evaluation programme at the Codli mines which involved drilling a total of 56,531 meters in depth in 944 holes. The Codli mine deposits are extensively sampled in vertical drill hole grids between 8 meters and 127 meters in length.

Power at the Codli mines is supplied through a government grid supply network with a maximum contracted demand of 5,000 kVA. There are also generator sets with an aggregate of 5,190 kVA available to supply power. The site’s full water requirements are met from the rainwater accumulated in exhausted pits. In fiscal year 2014, there was no ore production from the Codli mine due to the temporary suspension of mining activities relating to iron ore imposed by the state government.

The economic cut-off grade at the Codli mines is determined by the requirement to meet various sales contracts. We operate on a 50.0% iron operational cut-off grade in practice, as compared to the statutory cut-off grade of 45.0% iron. Ore containing 45.0 to 50.0% iron is preserved for future use and ore containing 50.0 to 54.0% iron is beneficiated in order to make it saleable.

The reserves at the Codli mines in the proved reserve category are defined by drill holes spaced at 50 metre intervals, the probable reserves are generally defined by drill holes spaced at a further 50 metre interval from the proved reserves. Possible reserves are generally defined by drill holes spaced at a further 50 metre to 75 metre interval from the probable reserves. As the area is drilled at approximately 50 meters by 50 meters grids, the physical continuity of the ore is well demonstrated.

We operate the Gauthona Dusrifal mine, the lease of which is held by M/s Timblo Private Limited, as an ore raising contractor since 1989. This mining concession was granted in 1958 to M/s Timblo Private Limited, which owned and operated the mine until 1988. Since 1983, we had a common boundary working agreement with M/s Timblo Private Limited and, in 1989, we acquired control of 40.8 hectares of the leasehold area. This mine is contiguous to the Codli mines. The mining method at the Gauthona Dusrifal mine is the same as that of the Codli mines described above. During fiscal year 2014, there was no ore production from the Gauthona Dusrifal mine due to the temporary suspension of mining activities relating to iron ore imposed by the state government.

(ii) Sonshi mine

The Sonshi mine is situated in the north of Goa, approximately 34 km from Panaji and approximately 40 km north of the Codli mines. It comprises an open-pit mine. The area is well connected by metalled roads and the nearest railway station is at Tivim, approximately 25 km from the Sonshi mine. The river loading point, Amona, is nine km from the site and the port is approximately 35 nautical miles from the river loading point. The airport is approximately 50 km from the Sonshi mine.

The leasehold area of the Sonshi mine is 62 hectares. The lease expired in October 2007 and is in the process of being renewed. The leaseholder has submitted timely renewal applications to the state government and no rejections have been notified.

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The Sonshi mine was operating under deemed consent until the temporary suspension of mining activities relating to iron ore by the State Government of Goa. Due to the narrow width of the leasehold area, we have entered into common boundary working agreements with adjourning lessees to facilitate mining operations. The original mining concession was granted in 1953 to Cosme Costa & Sons. We have not acquired the lease, but have been operating the Sonshi mine as an ore raising contractor since 1958. Production at the mine commenced in 1958. The agreements entered into by us with Cosme Costa & Sons for the raising and sale of iron ore was expired in March 2014 and negotiations are underway to renew it. The Sonshi mine has been granted environmental clearance for a production level of 3.0 mmtpa.

The area surrounding the Sonshi mine is covered with laterite capping underlain by lumpy ore zone. The ore deposit at the Sonshi mine forms the northern limb of the northwest-southeast trending syncline. The formations dip 50 degrees to 60 degrees northeast. The principal deposit of the Sonshi mine comprises three distinct ore bodies that are folded into a syncline. The youngest ore body has a width of 50 meters, while the other ore bodies dip steeply to the northeast and have widths of approximately 20 meters to 25 meters. The intervening parting between the ore bodies comprised 50 meters of manganiferous clay and a 30-metre wide limonitic zone separating one ore body from the footwall phyllite. The depth extent of these bands has been outlined with deep drilling. Hematite is the major economic mineral in each of the bands.

The open-pit mining operations at the Sonshi mine are fully mechanised. The hard laterite capping is loosened either by drilling, blasting or ripping/dozing. The soft sub-lateritic zone is excavated and transported to respective laterite, clay and ore stacks. The material is then reloaded into smaller 10-ton trucks and transported to the plants for processing and beneficiation, which involves crushing, scrubbing, log washing, classifying, double stage cycloning and thickening. The waste is transported to a dump stockpile six to seven km away. Processing operations for the Sonshi mine are similar to those of the Codli mines described above. The processed ore is transported to the Amona jetty, loaded in barges and sent to Mormugao port approximately 35 nautical miles away.

There is no processing plant on-site. The extracted ore is transported by a fleet of contractors with 10-ton trucks to the processing plants at Amona (approximately nine km away) and at Cudnem (approximately six km away). The combined throughput capacity of the processing plants is 7.9 mmtpa. The plants undergo regular maintenance and annual repairs are carried out during the monsoon season.

No exploration activity was carried out in the mine during the last year due to temporary suspension of mining activities relating to iron ore imposed by the state government. The Sonshi mine has been sampled in vertical and inclined drill holes with a total of 25,914 meters being drilled in 450 holes as of March 31, 2014.

Power at the mine is supplied through a government grid supply network and the maximum contracted demand is 1,000 KVA. A 625 KVA diesel generator is also available to supply power. In fiscal year 2014, there was no production from the Sonshi mine due to temporary suspension of mining activities relating to iron ore in the state of Goa.

The economic cut-off grade at the Sonshi mine is determined by the requirement to meet various sales contracts and the need to maintain stockpiles to meet the contract. We operate on a 50.0% iron operational cut-off grade in practice, as compared to the statutory cut-off grade of 45.0% iron. Ore containing 45.0 to 50.0% iron is preserved for future use and ore containing 50.0% to 54.0% iron is beneficiated in order to make it saleable.

We acquired an adjoining mining lease for the Mareta Sodo mine in 2004 from Pandurang Timblo Industries. This mining concession was granted in 1955 and was operated intermittently until the mine was transferred to us in November 2004. This mine has been granted environmental clearance by the MoEF for production of 0.5 mmtpa. As of March 31, 2014, 6,073 meters have been drilled in 54 boreholes on the leased area. The mining method of the Mareta Sodo mine is the same as that of the Sonshi mine described above.

(iii) Sesa Resources Limited, Bicholim and Surla:

Sesa Resources Limited and its subsidiary Sesa Mining Corporation Private Limited extract iron ore from 11 mining leases spread across a total of approximately 980 hectares in Goa. Sesa Resources Limited’s operations consist of two major iron ore mining areas, one in Bicholim and the other in Surla, both located in North Goa and which together account for approximately 90.0% of Sesa Resources Limited’s total estimated iron ore reserves as of March 31, 2014.

The Bicholim mine consists of 5 contiguous mining leases covering an area of 479.3 hectares in the north of Goa. The Surla mine consists of 3 contiguous mining leases covering an area of 253.4 hectares in the recognised iron ore belt of Pale-Velguem-Bicholim-Shirgao in the north of Goa. Mining operations started at the Bicholim mine and the Surla mine in 1958. Processed ore from the Bicholim and Surla mines is transported by Sesa Resources Limited to loading jetties at Sarmanas and Surla/Sinori in north of Goa, and then loaded into barges and sent to Mormugao port in Goa, India, where it is then shipped to customers. Sesa Resources Limited’s mining assets include processing plants, barges, jetties, transhippers and loading capacities at the Mormugao port. In fiscal year 2014, there was no production due to the temporary suspension of mining activities relating to iron ore imposed by the state government.

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(iv) Shipbuilding Division:

We also have a ship building division which commenced operations in 1984 for the construction and repair of inland mini bulk carriers owned by us as its primary activity as well as supporting our core activities including the export of iron ore and the import of coke and coal.

The ship building division has since developed into a medium sized yard with the capability of designing and building sophisticated vessels. The facilities of the ship building division comprises a slipway, several sheds, cranes, a quayside with water depth of 3 meters, gas manifold system and docking equipment. The ship building division has designed and built various types of vessels such as barges, pusher tugboats, oil recovery vessels and landing crafts. The ship building division was the first to design and build hatch covers for barges in Goa for shipment of fines during the monsoon season. As of March 31, 2014, the ship building division was certified ISO 9001-2000 Quality Management System in 2000, ISO 14001-2004 Environment Management System in 2004 and OHSAS 18001-2007 for Occupational Health Management System.

(v) Other leases/mines

In addition to the Codli mines and right to the third-party mining lease at the Sonshi mine, we have 11 additional mining leases, of which 5 are non-operative leases. The operative mines are the Sanquelim mines with three contiguous leases with an environmental clearances of 0.2 mmtpa, the Orasso Dongor mine of 0.2 mmtpa and the Botvadeacho Dongor mine of 0.2 mmtpa. The non-operative leases are under exploration.

The economic cut-off grade at these other mines is determined by the requirement to meet various sales contracts and the need to maintain stockpiles to meet the contracts. We operate on a 50.0% iron operational cut-off grade in practice, as compared to the statutory cut-off grade of 45.0% iron. Ore containing 45.0% to 50.0% iron is preserved for future use and ore containing 50.0% to 54.0% iron is beneficiated in order to make it saleable.

Karnataka

Our main operations in Karnataka are at the A. Narrain mine which is located approximately 200 km northwest of Bangalore. The open-pit mine is operated by us and is well connected by rail, with the nearest stations, Sasalu and Amruthapura, located 16 km and 17 km, respectively, from the A. Narrain mine. The nearest port at Mangalore is approximately 430 km from the mine and the nearest airport is located at Bangalore, approximately 230 km from the mine.

The leasehold area of the mine is 163.5 hectares, which is classified into two blocks, namely the south block, which is 123.5 hectares, and the north block, which is 40.0 hectares. These two blocks are joined by a narrow stretch of land 40 meters in width and 665 meters in length along the eastern side of the leasehold area. We have operated the mine since 1994, and the MoEF granted requisite permission for enhanced productions to us to 6.0 mmtpa in 2009. By its order dated April 18, 2013, the Supreme Court of India granted a provisional production capacity of 2.29 mmtpa based on current reclamation and rehabilitation plans subject to other necessary approvals. On December 29, 2013, the mining operations in the state were started after receiving the necessary approvals. Our lease expired in October 2012, but we applied to the state of Karnataka for the renewal of these mining leases within the applicable statutory period, and the renewal is in process. Under applicable law, a leaseholder can continue mining while its application is pending with the state of Karnataka. Furthermore, under applicable law every person seeking renewal of a mining lease for the mining of a mineral that is used in its own industry is generally entitled to renewal of its mining lease for a period not exceeding 20 years.

The geological formation of this region belongs to the Archean-Proterozoic age. The geology of the A. Narrain mine consists of Archean formations locally termed “Dharwars” which contain rich and large iron ore deposits. The leasehold area forms part of the Chitradurga-Tumkur schist belt and part of a regional isoclinal fold. The strike direction of the ore body dips westerly at an angle of about 60 degrees to 70 degrees. Hematite is the principal ore mineral and limonite, goethite and magnetite constitute the associated minor minerals of the mine. The mineralised horizon extends over a length of about two km. The footwall comprised decomposed quartzite and phyllite, and the stratigraphy is cross cut by late dolerite dykes and sills which are manifested by pink clayey zones in the mine area.

Currently, the north and the south block of the A. Narrain mine have fully mechanised mining operations. The open-pit mines have a bench height of seven meters, haulage roads of 12 meters to 15 meters in width and an overall pit slope of less than 30 degrees. The A. Narrain mine is equipped with dry process facilities for processing all grades of ore.

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The lateritic overburden is removed either by blasting or ripping/dozing, loaded onto and transported by 30-ton trucks. The ore mined is processed at the mine’s processing facilities, which involves crushing and dry screening processes. The processed ore is then transported by road to the railway yard, for onward transport to customers in Karnataka, Goa and other places. Ore produced in Karnataka ranges from 56.0% to 60.0% iron content and comprises 77.0% fines and 23.0% lumps.

The two processing plants at the A. Narrain mine have a combined capacity of 1,150 tons per hour.

Since the mine was taken over by us, exploration at the A. Narrain mine involved the drilling of a total of 31,684 meters in 425 boreholes as of March 31,2014. Exploration carried out was negligible in the last year in Karnataka. The A. Narrain deposit is extensively sampled in vertical and inclined drill hole grid intervals of between 50 meters and 100 meters in length, with most of the holes covering a depth of 50 meters to 200 meters.

Power at the mine is supplied by a 725 kVA and 320 kVA generator. All power supplied to the mines and plants is through generators.

The gross value of fixed assets, including capital works-in-progress, was Rs. 24,724.0 million ($412.1 million) as of March 31, 2014.

On August 26, 2011, the Supreme Court of India passed an order suspending mining activities in the Chitradurga and Tumkur districts of Karnataka. In view of this order, our activities at this mine were stopped with immediate effect. On April 18, 2013, this suspension was lifted by the Court and in December 2013, the operations were resumed after getting necessary regulatory clearances. Although we resumed operations in Karnataka based on the stage I forest clearance from the State Government of Karnataka and a temporary working permission from the MoEF, the temporary working permission expired on July 31, 2014. We currently await the stage II forest clearance from the State Government of Karnataka and the final clearance from the MoEF to resume our operations.

The economic cut-off grade at the A. Narrain mine is determined by the requirement to meet various sales contracts and the need to maintain stockpiles to meet the contract specifications.

The reserves in the proved reserve category at the Karnataka mines are estimated based on drilled boreholes spaced at 50 meters along predefined section lines and occasionally off of the section lines, the probable reserves are estimated based on drilled boreholes spaced at 50 meters from the proved reserves and the possible reserves are estimated based on drilled boreholes spaced at 25 meters from the probable reserves. As the area is drilled at approximately 50 meters by 50 meters grids, the physical continuity of the ore is well demonstrated.

WCL

At WCL’s Liberia iron ore project, exploration activities are progressing, with over 120,158 meters of drilling completed as of March 31, 2014.

WCL is an iron ore project comprising three deposits:

• Bomi Hills, which is estimated to have 172 million tons of mineral reserves as of March 31, 2014, and is located 70 km from Monrovia port;

• Bea Mountain had nil mineral reserves as of March 31, 2014, and is located 105 km from Monrovia port; and

• Mano River had nil mineral reserves as of March 31, 2014, and is located 140 km from Monrovia port.

The operational infrastructure at these mines will be developed in phases, with a target capacity of 28 mmtpa. The first phase of the project envisages a 0.3 mmtpa iron ore output from the Bomi Mine. Initially, the saleable ore will be transported 76 km to the Monrovia port by road, but this arrangement will be replaced by an integrated logistics solution gradually set up for the integrated project. WCL is in the process of securing statutory clearances for the project.

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The table below sets out proved and probable iron ore reserves as of March 31, 2014 at mines that we own or have rights to:

	Proved Reserve				Probable Reserve				Total Proved and Probable Reserves
	Quantity		Iron Grade		Quantity		Iron Grade		Quantity		Iron Grade
	(Million tons)		(%)		(Million tons)		(%)		(Million tons)		(%)
Goa:
Codli Group		18.9		54.7		7.5		56.4		26.4		55.2
Sonshi Group		16.4		57.6		20.5		57.4		37.0		57.5
Other		8.2		54.2		13.6		55.8		21.8		55.2
Karnataka - A. Narrain		27.7		58.0		13.8		56.2		41.5		57.4
Sesa Resources Limited		41.3		52.2		30.4		54.5		71.7		53.2
Sub-Total (India)		112.5		55.0		85.8		55.8		198.4		55.4
Bomi		—		—		171.5		35.1		171.5		35.1
Sub-Total (Liberia)		—		—		171.5		35.1		171.5		35.1
Total Iron ore reserves		112.5		55.0		257.3		42.0		369.9		46.0

Additional Information

For India

(a) The reserve estimates have been prepared by the Geologists and Mining Engineers in accordance with JORC code. The estimates were independently audited by Roscoe Postle Associated Inc., Canada in 2013. There was production of only 2 million tons in fiscal year 2014, with no addition by drilling, and the reserves were internally certified by JORC competent persons.

(b) The cut off grade for normal ore is 45% iron and for siliceous ore it is 30% iron.

(c) The ore bodies are of relatively significant size with good continuity of the mineralized zones and little internal dilution, the contacts are well constrained, free digging, and diluting material can also carry grade. The iron ore is soft and there is hardly any loss or dilution while mining. Therefore no allowance for dilution is considered as it does not have material effect on reporting results.

(d) The price used for India is $94 per ton for average iron grade of 56% iron which is based on average price for last three years.

For Liberia

(a) The reserve estimates are prepared by the Geologists and Mining Engineers in accordance with SAMREC code. The estimates were independently audited by Roscoe Postle Associated Inc., Canada in 2014.

(b) Mining extraction of 95% and dilution of approximately 5% is factored for reporting of reserves.

(c) Reserves are estimated at variable cut off grade, based on ore type; the minimum cut off grade is 20%.

(d) Mineral Reserves are estimated using an average iron ore price of US $ 90 per ton.

(e) The cut off grade is 20%, with an average grade of 35.1% iron in reserves.

Amona plant

We commenced operations at the Amona plant in Goa in 1992 and have been engaged in the manufacture and sale of pig iron since then. Our metallurgical coke plant at Amona produces a range of coke fractions from over 70 mm for foundries, 20 mm to 60 mm for blast furnaces and 6 mm to 25 mm for the ferrous alloy industry. Approximately 77.3% of the total production of metallurgical coke is consumed by us for our pig iron production and the remainder is sold to customers primarily located in India. The cost of the input coal blend is the single most important cost component for the production of coke. Our production consists mainly of low ash coking coal and we import 100.0% of low ash coking coal each year. In order to ensure a stable raw material supply, we have long-term supply contracts for the procurement of such coal. Electric power for us is supplied by our wholly owned subsidiary, GEL, which generates power from the waste heat of our metallurgical coke plant and the blast furnace gas from us.

The following table sets out the total rated capacities as of March 31, 2014 at our Amona facility:

	Capacity
	Metallurgical Coke		Pig Iron
	(tpa)
Amona Plant		560,000		625,000

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Production

The table below sets out our total production for fiscal years 2012, 2013 and 2014:

		Year Ended March 31
Mine/Mine Type	Product	2012		2013		2014
		(Millions Dry Metric tons)
Goa (Open-Pit)(1)	Iron ore		9.7		2.8		—
Sesa Resources Limited (Open-Pit)(1)	Iron ore		3.1		0.9		—
A. Narrain (Open-Pit)(2)	Iron ore		1.0		—		1.5
Total Iron Ore	Iron ore		13.8		3.7		1.5
Amona Plant	Metallurgical coke		0.26		0.33		0.41
	Pig iron		0.25		0.31		0.51

Note:

(1) Mining operations in Goa have been stopped due to temporary suspension of mining activities relating to iron ore by the State Government of Goa since September 11, 2012. On April 21, 2014, the Supreme Court of India has lifted the suspension with certain exceptions. We are working with state government to obtain the necessary clearances to resume our operations.

(2) Mining operations in Karnataka were stopped due to a temporary suspension of mining activities relating to iron ore by the Supreme Court of India since August 26, 2011. On April 18, 2013, this suspension was lifted and operations re-commenced on December 29, 2013 after receiving all the necessary clearances. Although we resumed operations in Karnataka based on the stage I forest clearance from the State Government of Karnataka and a temporary working permission from MoEF, the temporary working permission expired on July 31, 2014. We currently await the stage II forest clearance from the State Government of Karnataka and the final clearance from MoEF to resume our operations.

(3) Our iron ore mines in Liberia are in the exploration stage and therefore there has been no production from these mines in the last three fiscal years.

Principal raw materials

Iron ore operations. There are no direct raw materials used in our iron ore mining and processing operations. Indirect raw materials include power, fuel and lubricants. We procure these indirect materials from various vendors. The electricity required for our operations is supplied by the government grid and supplemented by our owned and hired diesel generator sets. The prices of fuel and necessary lubricants are volatile and the price of power is dependent on tariffs imposed by State Governments.

Pig iron operations. The principal raw materials for the manufacture of pig iron are iron ore, metallurgical coke, limestone and dolomite.

Iron ore is largely sourced from mines in Karnataka and Goa. The iron ore is transported from Karnataka by truck and railway rakes and from Goa by truck. Iron ore requirements are met through supplies from our own mines, and through purchases from other mines in Karnataka and Goa. Our metallurgical coke requirements are met by supplies from our metallurgical coke division. Limestone and dolomite are purchased from mines in Karnataka and transported to us by truck.

Metallurgical coke. The principal raw materials for the manufacture of metallurgical coke are hard and semi-hard coking coals. These raw materials are imported from various international suppliers mainly from Australia.

Power. Electricity for our metallurgical coke and pig iron manufacturing operations is supplied by our wholly owned subsidiary, GEL, which generates power from the waste gases of our metallurgical coke plant and the blast furnace.

Distribution, logistics and transport

Our mining operations are advantageously located in Goa and are complemented by an efficient transportation network. In order to achieve higher volume and loading capacities and vessels with higher drafts, we and Sesa Resources Limited own and operate transfer vessels, which are used for mid-stream loading at Goa. In addition, Sesa Resources Limited owns 50.0% of a transhipper vessel “MV Goan Pride” at Goa, which is also used for mid-stream loading. We ship our products from ports on the west coast of India and so, the annual monsoon season in Goa impacts our distribution operations from June to September. We maintain a network of rail cars, barges and transhippers that are primarily used to facilitate the export of our ore to foreign customers. Our fleet includes 36 barges with a total floating capacity of 68,000 dwt and a transfer vessel which is based at the ports in Goa and has the ability to load vessels as large as 300,000 dwt.

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Sales from our Karnataka mines to Indian domestic customers take place on an ex-mine basis, and the transportation is handled by the customer.

Sales and marketing

Pig iron. Currently, the majority of the pig iron produced by us is sold within India to foundries and steel mills. The sale of pig iron is generally done on a spot basis with prices valid for a month. The prices of pig iron are fixed on a delivered basis, with material generally being sent on a freight-to-pay basis.

Metallurgical coke. Currently, all of the metallurgical coke produced by us is sold primarily within India to foundries, pig iron producers, ferrous alloys producers and cement plants. Approximately 77.3% of our total metallurgical coke production during fiscal year 2014 was used for the production of pig iron. The balance was sold in the domestic Indian market.

The sale of metallurgical coke to other customers is done on a spot basis with prices valid for a month. Contracts with some ferrous alloy producers are on a quarterly or bi-monthly basis, where the quantity, grade and price are fixed.

We have a marketing office at Panaji in Goa with indenting agents to sell our pig iron and metallurgical coke products. We manage our iron ore sales in China through our own representative offices in China. The remaining of our sales and chartering needs are managed from the office at Goa.

Market share and competition

Since 2003, we have been India’s largest exporter of iron ore in the Indian private sector by volume, prior to the temporary suspension of mining activities relating to iron ore in the states of Goa and Karnataka, according to the Federation of Indian Mineral Industries. In fiscal year 2014, no sales were accounted due to the temporary suspension of mining activities relating to iron ore in the state of Goa. Our primary competitors in both the public and private sectors in India include National Mineral Development Corporation, MMTC India Limited, Rungta Mines Ltd., Mineral Sales Private Limited and Essel Mining and Industries Limited. In addition, we compete with a number of international producer-exporters of iron ore worldwide.

Seasonality

Our iron ore mining operations are affected by changes in weather conditions, particularly heavy rains. Goa, where the majority of our iron ore mining operations are located, experiences monsoon seasons, which usually occurs from early June to early October. During the monsoon season, restricted barge movements result in significantly lower exports through the Mormugao port in Goa, where our iron ore is shipped to customers. We attempt to mitigate the effects of the monsoon season by concentrating on mine development and extracting larger quantities of overburden waste during the monsoon season in order to permit speedier extraction of iron ore during the dry season. In addition, during the monsoon season, we typically conduct annual maintenance at our processing plants and our other mining machinery.

Our Copper Business

Overview

Our copper business is principally one of custom smelting and includes a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and three captive power plants at Tuticorin in southern India, a refinery and two copper rod plants at Silvassa in western India, a precious metal refinery, a doré anode plant and a copper rod plant, at Fujairah in the UAE. In addition, we own the Mt. Lyell copper mine in Tasmania, Australia, which provided approximately 5.06% of our copper concentrate requirements in fiscal year 2014.

As a custom smelter, we buy copper concentrate at LME-linked prices for copper less a TcRc that is negotiated with suppliers. We sell refined copper at LME-linked prices in the domestic and export markets. We receive a discount from our suppliers, in the form of a TcRc, which is influenced by global copper concentrate demand, supply of copper smelting and refining capacity, LME trends, LME-linked price participation and other factors. We source our copper concentrate from various global suppliers and our mine.

In recent years, we have improved the operating performance of our copper business by improving operational efficiencies and reducing unit costs, including reducing power costs by constructing a captive power plant at Tuticorin. We intend to further improve the operating performance of our copper business by continuing to reduce unit operating costs through improvements in recovery rates, lowering power and transport costs, achieving economies of scale and the achievement of other operational efficiencies.

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Principal Products

Copper Cathode

Our copper cathodes are square shaped with purity levels of 99.9% copper. These cathodes meet international quality standards and are registered as LME “A” Grade. The major uses of copper cathodes are in the manufacture of copper rods for the wire and cable industry and copper tubes for consumer durable goods. Copper cathodes are also used for making alloys like brass, bronze and alloy steel, with applications in transportation, electrical appliances and machines, defense and construction.

Copper Rods

Our copper continuous cast rods meet all the requirements of international quality standards. Our copper rods are currently used primarily for power and communication cables, transformers and magnet wires.

Sulphuric Acid

We produce sulphuric acid at our sulphuric acid plant through conversion of sulphur dioxide gas that is generated from the copper smelter. A significant amount of the sulphuric acid produced at the Tuticorin smelter is consumed by our phosphoric acid plant in the production of phosphoric acid, and the remainder is sold to fertilizer manufacturers and other industries.

Phosphoric Acid

We produce phosphoric acid at our phosphoric acid plant by chemical reaction of sulphuric acid and rock phosphate, which we import. Phosphoric acid is sold to fertilizer manufacturers and other industries.

Anode Slime

We produce anode slimes from the copper refining process that contain gold and silver which we currently sell to Fujairah and third parties. We sell the anode slimes to Fujairah Gold FZC as the doré anode plant has been shifted to our precious metal refinery at Fujairah.

Other By-products

Gypsum, bismuth and anode slimes are by-products of our copper smelting operations which we sell to third parties.

Supply of Copper Concentrate

As a custom smelter, we source a significant majority of our copper concentrate from third party suppliers at the LME price less a TcRc. Approximately 5.06% of our copper concentrate was sourced from our own mine in Tasmania, Australia in fiscal year 2014. All of the copper concentrate used in our operations, whether from our own mine or from third party suppliers, is imported through the port of Tuticorin and transported by road to our smelter at Tuticorin.

Delivery to Customers

The copper cathodes, copper rods, sulphuric acid, phosphoric acid and other by-products such as gypsum are shipped for export or transported by road to customers in India.

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Principal Facilities

Our Copper Mine

The following map shows the location of the Mt. Lyell mine in Tasmania:

Overview

The Mt. Lyell mine is located at Queenstown, Australia. It comprises of an underground copper mine and a copper processing facility and is owned and operated by CMT. The Mt. Lyell mine is owned and operated under the terms and conditions as stipulated in Mining Leases 9M/2013 (earlier 1M95) and 10M/2013 (earlier 5M95) granted by the state government of Tasmania. Mining Lease 9M/2013 was granted on January 1, 1995 for a period of 15 years and the mining lease 10M/2013 was granted on February 1, 1995 for a period of 14 years and 11 months. Both leases have been renewed for a period of 18 years and are valid up to December 30, 2027. The mine is also covered by the Copper Mines of Tasmania (Agreement) Act 1999, which, in conjunction with an agreement between the state government of Tasmania and CMT entered into pursuant to that Act, limits CMT’s environmental liabilities to the impact of current operations, thereby insulating CMT from any historical legacy claims. The operation of Mt Lyell mine was suspended in January 2014, following a mud slide incident. Subsequently, the operations at this mine has been placed under care and maintenance following a rock falling on the ventilation shaft in June 2014.

Monte Cello acquired CMT in 1999 from Mt. Lyell Mining Company Limited, or MLMC, when MLMC entered into voluntary administration due to hedging difficulties. Since Monte Cello took over the mine, annual production has increased from 2.2 million tpa in fiscal year 2000 to 2.5 million tpa in fiscal year 2013. We acquired Monte Cello, and CMT, from a subsidiary of Twin Star in the year 2000.

The principal deposits in the Mt. Lyell region are all of the volcanic disseminated pyrite-chalcopyrite type, which accounts for 86.0% of the known ore in the region. The geology of the Mt. Lyell mine consists of a series of intercalated felsic to mafic-intermediate volcanics. Lithologies are highly altered quartz-sericite-chlorite volcanics with individual units delineated largely by the relative abundance of phyllosilicates. Volcaniclastic and rhyolitic lithologies occur sporadically throughout the sequence, as does pervasive iron mineralization in the form of haematite, magnetite and siderite.

Chalcopyrite is the principal ore mineral and occurs chiefly in higher grade lenses enveloped by lower grade halos. The overall structure of Mt. Lyell is that of a steeply dipping overturned limb of a large anticline. The hanging wall (stratigraphic footwall) of the ore body consists of weakly mineralized chloritic schists with disseminated pyrite. The footwall is sharply defined by the Great Lyell Fault—Owen Conglomerate contact which truncates the ore body at its southern end.

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All mining operations at CMT are undertaken by contractors while the processing and mill maintenance operations are undertaken by CMT employees. A sub-level caving underground mining method is used at the Prince Lyell ore body. Ore is loaded into trucks and then transported to the underground crusher and skip loading area. Crushed ore is then hauled by the Prince Lyell shaft and unloaded onto a conveyor feeding the ore bin at the Mt. Lyell processing plant. At the processing plant, the ore is crushed and ground prior to processing by flotation to produce copper concentrate which is then filtered to form a cake and trucked to the melba flats railway siding for transport to the port of Burnie. The concentrate is stored at Burnie until it is loaded into ships for transport to the port of Tuticorin from where it is trucked to the smelter. CMT has an active exploration and evaluation programme at Mt. Lyell which involves upgrading resources below the Prince Lyell reserves and testing additional exploration targets on the mining lease. The western tharsis deposit lies to the west of the Prince Lyell ore body, but CMT has not yet committed to its development. Additional targets include Tasman and Crown, Glen Lyell, Copper Clays and NW Geophysics. The tailings dam is a valley-fill type and excess water is discharged via a spillway. The water quality is sampled before the water is released from the site. The tailings are deposited on beaches around 300 meters from the dam spillway. CMT’s accepted closure plan is to flood the tailings which will require CMT to raise the tailings dam wall.

The processing plant is approximately 30 years old and has been partially refurbished following CMT’s acquisition with the addition of crushers, a float cell and a regrind mill at the surface. While the condition of the plant is ageing, maintenance is carried out as required to ensure that the process plant remains in safe and efficient condition.

Power at the mine is supplied through an electricity supply agreement with Aurora Energy Proprietary Limited and Hydro Tasmania Proprietary Limited to supply approximately 112 Giga Watts per hour. Aurora Energy Proprietary Limited supplies electricity on a spot price basis and Hydro Tasmania Proprietary Limited is under a fixed arrangement. There is ample supply of mine water and storm water captured on the tailings dam.

The gross and net value of fixed assets, including capital works-in-progress was approximately AUD 153.8 million ($ 142.7 million) and AUD 25.8 million ($ 23.9 million) respectively, as of March 31, 2014.

In fiscal year 2014, Mt. Lyell mined and processed 1.8 million tons of ore at a grade of 1.07% copper to produce 73,341 tons of copper concentrate, which also contained 9,320 ounces of gold and 93,453 ounces of silver. Although the grade of copper at Mt. Lyell is low, it produces a clean concentrate that is valuable in the smelting process.

The cut-off grades are based on copper grades with the gold credit deducted from the operating costs. The reserves are derived from stopes which are designed such that the limits of the stope are defined by a cut-off grade of 0.8% copper and have an average grade that exceeds 0.8% copper. The revenue derivation of the cut-off grade includes the gold credit. The break-even cut-off grade of 0.65% copper is the grade that makes enough margin to cover the fixed and variable costs while the actual or operational cut-off grade used is 0.55% copper. CMT operates on a 0.8% copper operational cut-off grade in practice, which prefers to take higher revenue at the expense of a longer mine life.

At the time of finalisation of reserve statement as on March 31, 2014, no mineral reserves have been determined due to government statutory restrictions imposed post the mud slide incident in January 2014.

The reserves at CMT in the proven reserve category are defined as the portion that can be economically mined of the measured in-situ resource, which has gold drill coverage (<50 metre) and is on or within the 50m zone below the lowest active production level. The probable in-situ reserve is the material which has been defined as the portion that can be economically mined and has good drill coverage but is outside the 50 metre zone from the lowest active production level. The ex-situ probable reserve is the portion of ex-situ indicated resource which can be economically recovered with the mining of the in-situ reserves; this is applied as a modifying factor.

CMT has identified additional mineral deposits in the Mt. Lyell mine and we intend to undertake drilling and scoping and feasibility studies on these deposits.

CMT does not use a copper equivalent calculation for the determination of stope limits as the relationship between the copper and gold grades is essentially linear, allowing the gold credits to be deducted from operating costs.

The proportion of sub-economic dilution in the reserves varies with the amount of internal dilution and the amount of over-draw. Due to the caving process mixing ore from previous levels, remnant material and material from mineralized halo, it is difficult to determine the level of external dilution, leading CMT to derive the modifying factors from the reconciliation of historical production against the grade and tonnage of the primary ore mined.

For fiscal year 2014, the metallurgical recovery was 92.48% for copper, 63.21% for gold and 58.56% for silver. For fiscal year 2014, the contract mining and milling cost was AUD 5,589 (Rs. 311,027.9 or $ 5,183.8) per ton, administration and environment cost was AUD 547 (Rs. 30,440.6 or $ 507.3) per ton and transportation cost was AUD 269 (Rs. 14,969.9 or $249.9) per ton. Correspondingly, the TcRc was AUD 432 (Rs. 24,040.8 or $ 400.7) per ton.

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Our Smelter and Refineries

Overview

The following table sets forth the total capacities as of March 31, 2014 at our Tuticorin and Silvassa facilities:

	Capacity
Facility	Copper Anode(1)		Copper Cathode(2)		Copper Rods(2)		Sulphuric Acid(3)		Phosphoric Acid(3)		Captive Power
	(tpa)		(tpa)		(tpa)		(tpa)		(tpa)		(MW)
Tuticorin(4)		405,000		205,000		96,000		1,300,000		230,000		191.5	(5)
Silvassa		—		200,000		172,000		—		—		—
Total		405,000		405,000		268,000		1,300,000		230,000		191.5

Notes:

(1) Copper anode is an intermediate product produced by copper smelters and is not sold to customers. It is used for the production of copper cathode by copper refineries. Approximately one ton of copper anode is required for the production of one ton of copper cathode.

(2) Copper cathode is used as a starting material for copper rods. Approximately one ton of copper cathode is required for the production of one ton of copper rods.

(3) Sulphuric acid is used as a starting material for phosphoric acid. Approximately 2.8 tons of sulphuric acid are required for the production of one ton of phosphoric acid.

(4) The Tuticorin smelter was temporarily closed on March 29, 2013. On May 31, 2013, the National Green Tribunal passed an interim order allowing the copper smelter to recommence operations. Operations at the copper smelter recommenced on June 16, 2013.

(5) On October 1, 2012, the first 80 MW unit of the new captive power plant was successfully commissioned and the second 80 MW unit was commissioned on March 7, 2014.

Tuticorin

Our Tuticorin facility, established in 1997, is located in Tamil Nadu in southern India. Our Tuticorin facility currently consists of a 405,000 tpa copper smelter, a 205,000 tpa copper refinery, a 96,000 tpa copper rod plant, a 1,300,000 tpa sulphuric acid plant, a 230,000 tpa phosphoric acid plant and two captive power plants with capacities of 7.5 MW and 24.0 MW, respectively. The first 80 MW unit of the new 160 MW coal based captive power plant at Tuticorin was commissioned on October 1, 2012 and the second 80 MW unit was commissioned on March 7, 2014. This coal based power plant is primarily used for captive consumption and we have also entered into a power purchase agreement with the Tamil Nadu Electricity Board for selling power in excess power over the captive consumption.

Presently, the captive power plants have a total capacity of 191.5 MW, excluding the 15 MW power generating power plant shifted to HZL for the Pantnagar operations. Further, we also have a 11.2 MW of power generated from a smelter waste heat boiler. Coal for the new 160 MW power plant is imported, and our other captive power plants at Tuticorin operate on furnace oil.

The smelter at the Tuticorin facility utilizes IsaSmelt^TM furnace technology. The refinery uses IsaProcess^TM technology to produce copper cathode and the copper rod plant uses Properzi Continuously Cast and Rolled, copper rod technology from Continuus-Properzi S.p.A., Italy, to produce copper rods.

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In March 2013, the TNPCB ordered the closure of the copper smelter at Tuticorin due to complaints regarding a noxious gas leak by local residents. On April 1, 2013 we filed a petition in the National Green Tribunal challenging the order of the TNPCB on the basis that the plant’s emissions were within permissible limits. The National Green Tribunal passed an interim order in May 2013 allowing the copper smelter to recommence operations subject to certain conditions. We recommenced operations on June 16, 2013. The expert committee constituted by the National Green Tribunal submitted a report on the operation of the plant on July 10, 2013 stating that the plant’s emissions were within the prescribed standards and based on this report, the National Green Tribunal ruled on July 15, 2013 that the copper smelter could remain open and reserved its final order. The National Green Tribunal has also directed the company to comply with the recommendations made by the committee to further improve the working of the plant within a time bound schedule. However, the TNPCB filed a civil appeal before the Supreme Court of India against the interim order of the National Green Tribunal. On August 8, 2013, the National Green Tribunal upheld its interim order of May 31, 2013, and allowed our smelter to continue operation subject to implementing all the recommendations and suggestions given by the National Green Tribunal. We have complied with all the recommendations as of today. TNPCB filed further appeals against this order. These appeals are presently pending before the Supreme Court of India. See “Item 8. Financial Information - A. Consolidated Statements and Other Financial Information – Legal Proceedings - Writ petitions filed against us alleging violation of certain air, water and hazardous waste management regulations at our Tuticorin plant” for additional information.

Silvassa

Our Silvassa facility, established in 1997, is located in the union territory of Dadra and Nagar Haveli in western India. Our Silvassa facility currently consists of a 200,000 tpa copper refinery and two copper rod plants with a total installed capacity of 172,000 tpa of copper rods. Its refinery uses IsaProcess^TM technology in the production of copper cathode and its copper rod plants use Properzi CCR copper rod technology. Our Silvassa facility draws on the state power grid to satisfy its power requirements.

Fujairah

Fujairah Gold FZC is located in the Fujairah Free Zone 2. Our Fujairah facility is strategically located on the coast of the Arabian Sea. The precious metal refinery was commissioned in March 2009 and began production in April 2009, with a capacity of 20 tons of gold and 100 tons of silver. Outotec oyj, Finland, supplied the technology for the precious metal refinery. Fujairah Gold FZC commissioned a copper rod plant at a cost of $ 12.5 million, with an annual capacity of 100,000 tpa with production having commenced in May 2010 and generated a production of 87,866 metric tons of rod, 5,734 kilograms of gold and 72,791 kilograms of silver in fiscal year 2014. Continuus Properzi S.p.A., Italy, has supplied the rod mill equipment for this project, and the copper cathode required for the copper rod plant is being sourced from the smelters of the Vedanta Group and third parties. The doré anode plant that was shifted from Tuticorin to Fujairah was commissioned during fiscal year 2013 for smelting of “anode slime” to “doré anode” which is the raw material for the precious metal refinery.

Production Volumes

The following table sets out our total production from Tuticorin and Silvassa for the fiscal years ended March 31, 2012, 2013 and 2014:

		For the Year Ended March 31,
Facility	Product	2012		2013		2014
		(tons)
Tuticorin(1)	Copper anode(2)		327,703		349,845		301,120
	Sulphuric acid(3)		1,026,471		1,060,519		835,798
	Phosphoric acid(3)		153,243		119,793		116,340
	Copper cathode(4)		169,448		191,858		151,592
	Copper rods(4)		44,961		52,404		22,105
Silvassa	Copper cathode(4)		156,429		161,296		142,842
	Copper rods(4)		116,460		119,451		100,948
Total	Copper anode		327,703		349,845		301,120
	Copper cathode		325,877		353,154		294,434
	Copper rods		161,421		171,855		123,053
	Sulphuric acid		1,026,471		1,060,519		835,798
	Phosphoric acid		153,243		119,793		116,340

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Notes:

(1) The Tuticorin smelter was temporarily closed on March 29, 2013. On May 31, 2013, the National Green Tribunal passed an interim order allowing the copper smelter to recommence operations. Operations at the copper smelter recommenced on June 16, 2013.

(2) Copper anode is an intermediate product produced by copper smelters and is not sold to customers. It is used for the production of copper cathode by copper refineries. Approximately one ton of copper anode is required for the production of one ton of copper cathode.

(3) Sulphuric acid is used as a starting material for phosphoric acid. Approximately 2.8 tons of sulphuric acid are required for the production of one ton of phosphoric acid.

(4) Copper cathode is used as a starting material for copper rods. Approximately one ton of copper cathode is required for the production of one ton of copper rods.

The following table sets out CMT’s copper extraction from the Mt. Lyell mine for the fiscal years ended March 31, 2012, 2013 and 2014:

		For the Year Ended March 31,
Mine (Type of Mine)	Product	2012			2013			2014
		(tons, except for percentages)
Mt. Lyell (Underground)	Ore mined		2,067,407			2,519,464			1,739,223
	Ore grade		1.18	%		1.19	%		1.10	%
	Copper recovery		92.68	%		92.69	%		92.48	%
	Copper concentrate		85,339			98,682			67,386
	Copper in concentrate		22,607			26,047			17,839

Principal Raw Materials

Overview

The principal inputs of our copper business are copper concentrate, rock phosphate, power, fuel and sulphuric acid. Other inputs include coke, lime, reagents and oxide ore. We have in the past been able to secure an adequate supply of the principal inputs for our copper production.

Copper Concentrate

Copper concentrate is the principal raw material of our copper smelter. In fiscal year 2014, we sourced 94.94% of our copper concentrate requirements from third party suppliers, either through long-term contracts or on spot markets, and sourced only 5.06% from our own mines in Australia. We purchase copper concentrate at the LME price less a TcRc that we negotiate with our suppliers but which is influenced by the prevailing market rate for the TcRc. We expect the percentage we purchase from third party suppliers to increase in future periods as the Mt. Lyell copper mine has been placed under care and maintenance. We also expect the percentage we purchase from third party suppliers to also increase in future periods to the extent we seek to increase our copper smelting and refining capacity.

In general, our long-term agreements run for a period of three to five years, and are renewable at the end of the period. The quantity of supply for each contract year is fixed at the beginning of the year and terms like TcRc and freight differential are negotiated each year depending upon market conditions. In fiscal year 2014, we sourced approximately 78.84% of our copper concentrate requirements through long-term agreements.

We also purchase copper concentrate on a spot basis to fill any gaps in our requirements based on production needs for quantity and quality. These deals are struck on the best possible TcRc during the period and are specific for short-term supply. In fiscal year 2014, we sourced approximately 21.16% of our copper concentrate requirements through spot purchases.

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Rock Phosphate

Until fiscal year 2012, rock phosphate was sourced primarily from Jordan pursuant to contracts renewed on an annual basis, with pricing fixed on a quarterly and half-yearly basis. In fiscal year 2014 majority of rock phosphate was sourced from Morrocco, Egypt, Israel and Jordan. We sourced rock phosphate at spot prices.

Power

The electricity requirements of our copper smelter and refinery at Tuticorin are primarily met by the on-site captive power plants. The first 80 MW of a new 160 MW coal-fired thermal power plant was commissioned on October 1, 2012 and second 80 MW was commissioned on March 7, 2014. This plant uses coal that is imported from third parties. Our other captive power plants at Tuticorin operate on furnace oil that is procured through long-term contracts with various oil companies. We have outsourced the day-to-day operation and maintenance of our captive power plants at Tuticorin. Our Silvassa facility relies on the state power grid for its power requirements.

Distribution, Logistics and Transport

Copper concentrate from the Mt. Lyell processing facility is transported by road to a rail head and then transported by rail to the port of Burnie, Tasmania, from which it is shipped to the port of Tuticorin in India. Copper concentrate sourced from both our Mt. Lyell processing facility and from third parties is received at the port of Tuticorin and then transported by road to the Tuticorin facility.

Once processed at the Tuticorin facility, copper anodes are either refined at Tuticorin or transported by road to Silvassa. Copper cathodes, copper rods, sulphuric acid, phosphoric acid and other by-products are shipped for export or transported by road to customers in India.

Sales and Marketing

The 10 largest customers of our copper business accounted for approximately 39.5%, 39.8% and 30.4 % of our copper business revenue in fiscal years 2012, 2013 and 2014, respectively. One of our customers accounted for more than 10% of copper business revenue in fiscal year 2012. None of our customers accounted for greater than 10.0% of copper business revenue in fiscal years 2013 and 2014.

Our copper sales and marketing head office is located in Mumbai, and we have field sales and marketing offices in most major metropolitan centers in India. We sell our copper rods and cathodes in both the domestic and export markets. In fiscal years 2012, 2013 and 2014, exports accounted for approximately 51.3%, 54.8% and 55.7% of the revenue of our copper business, respectively. Our export sales were primarily to China, Japan, Indonesia, Malaysia, Vietnam, Europe, Turkey, UAE, Mexico and Taiwan. We also sell phosphoric acid and other by-products in both the domestic and export markets.

Domestic sales are normally conducted on the basis of a fixed price for a given month that we determine from time to time on the basis of average LME price for the month, as well as domestic supply and demand conditions. The price for copper we sell in India is normally higher than the price we charge in the export markets due to the tariff structure on costs, smaller order sizes that domestic customers place and the packaging, storing and truck loading expenses that we incur when supplying domestic customers.

Our export sales of copper are made on the basis of both long-term sales agreements and spot sales. The sales prices of our copper exports include the LME price plus a producer’s premium. We do not enter into fixed price long-term copper sales agreements with our customers.

Market Share and Competition

We own one of the two custom copper smelters in India and had a 28.5% primary market share by sales volume in India in fiscal year 2014, according to International Copper Promotion Council India. The other major custom copper smelter in India is owned by Hindalco Industries Limited, which had a primary market share by sales volume of approximately 36% in fiscal year 2014, with the remainder of the primary copper market in India primarily served by imports and Hindustan Copper Limited.

Copper is a commodity product and we compete primarily on the basis of price and service, with price being the most important consideration when supplies of copper are abundant. Our metal products also compete with other materials, including aluminium and plastics, that can be used in similar applications by end-users. Copper is sold directly to consumers or on terminal markets such as the LME. Prices are established based on the LME price, though as a regional producer we are able to charge a premium to the LME price which reflects the cost of obtaining the metal from an alternative source.

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Projects and Developments

We have proposed expansion projects at Tuticorin costing Rs. 22,900 million ($ 381.7 million) to increase its total copper capacity to 800,000 tpa. This includes a 160 MW coal-based thermal captive power plant, and on October 1, 2012, the first 80 MW unit of the new captive power plant was commissioned and, the second 80 MW unit was commissioned on March 7, 2014. Surplus power generated by this plant is currently being sold to third parties, but the expansion of the smelter is on hold as required approvals from the state government have not yet been received. Specifically, the proposed capacity expansion at Tuticorin had been delayed since December 2009 due to a writ filed before by the Madras High Court, although this writ had not prevented the continued operation of the plant.

For additional information on these proceedings, please see Item 3. “– Key Information – D. Risk Factors — We are involved in certain litigation seeking cancellation of permits and environmental approval for the alleged violation of certain air, water and hazardous waste management regulations at our Tuticorin plant”.

We have incurred Rs. 14,550 million ($ 242.5 million) on these projects as of March 31, 2014. We fund these projects primarily from the proceeds of the convertible senior notes issued in fiscal year 2010.

Our Aluminium Business

Our aluminium business is in Chhattisgarh and Odisha. We operate the business in the state of Chhattisgarh through BALCO, in which we have a 51.0% ownership interest, whereas our aluminium operations in Odisha were earlier operated through Vedanta Aluminium, which was merged into Sesa Sterlite pursuant to the Re-organization Transactions.

(a) BALCO

Overview

Our aluminium business is owned and operated by BALCO. BALCO’s partially integrated aluminium operations are comprised of two bauxite mines, two captive power plants (one of which is used to produce power for captive consumption and the other is used for commercial purpose), an alumina refinery, the operations of which have been suspended since September 2009, a 245,000 tpa aluminium smelter and a fabrication facility, all of which are located in Korba in the State of Chhattisgarh in central India. BALCO’s operations benefit from relatively cost effective access to power, the most significant cost component in aluminium smelting due to the power intensive nature of the process. This is, to a considerable extent, as a result of BALCO being an energy-integrated aluminium producer. BALCO received a coal block allocation of 211 million tons for use in its captive power plants in November 2007. BALCO is constructing a 1,200 MW coal-based thermal power facility in the state of Chhattisgarh, which is currently under construction and awaiting final stage regulatory approvals. BALCO has also commenced the setting up of a 325,000 tpa aluminium smelter, where the first metal tapping commenced in fiscal year 2014. BALCO’s annual production in fiscal year 2014 was 252,035 tons.

BALCO’s Bodai-Daldali bauxite mines provide a majority of the bauxite required for BALCO’s smelters. The bauxite is transferred to our alumina refinery in Lanjigarh, which converts bauxite to alumina and supplies the alumina back to BALCO, for payment of a conversion price by BALCO to us, which is based on our actual cost of production plus a reasonable margin. The remainder of BALCO’s alumina requirements is sourced from third parties. The mining lease of our Mainpat bauxite mine expired on July 8, 2012 and BALCO has applied for the renewal of the mining lease for a further period of 10 years from July 2012. BALCO has temporarily stopped the mining activity at Mainpat on account of pending approval from the necessary mining authorities.

We own a 51.0% ownership interest in BALCO and have management control of the company. The remainder of BALCO is owned by the GoI, which established BALCO in 1965. We acquired our interest in BALCO from the GoI on March 2, 2001. On March 19, 2004, we exercised an option to acquire the GoI’s remaining ownership interest. The exercise of this option has been contested by the GoI. Further, the GoI retains the right and has expressed an intention to sell 5.0% of BALCO to BALCO employees. See “- Options to Increase Interests in HZL and BALCO” for more information.

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Principal Products

Primary Aluminium

Primary aluminium is produced from the smelting of metallurgical grade alumina. BALCO produces primary aluminium in the form of ingots and wire rods for sale. Ingots are used extensively for aluminium castings and fabrication in the construction and transportation industries. Wire rods are used in various electrical applications especially in the form of electrical conductors and cables.

Rolled Products

Rolled products, namely coils and sheets, are value-added products that BALCO produces from primary aluminium. Rolled products are used for a variety of purposes in different industries, including aluminium foil manufacturing, printing, transportation, consumer durables, building and architecture, electrical and communications, packaging and general engineering industries.

Delivery to Customers

Ingots, wire rods and rolled products are transported by trucks to customers in India and to ports for export.

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Principal Facilities

Overview

The following map shows details of the locations of BALCO’s facilities in the State of Chhattisgarh:

Bauxite Mines

Chhattisgarh Mines – Mainpat and Bodai-Daldali

BALCO has two captive bauxite mines, namely, the Mainpat bauxite mine and the Bodai-Daldali bauxite mine, in the state of Chhattisgarh in central India. Mainpat is an open-pit bauxite mine located in the Surguja district of the state of Chhattisgarh. The Mainpat mine has been in production since 1993 and has a leased hold area of 6.39 square kilometers. The mining lease of Mainpat mine expired on July 8, 2012. We have applied for the renewal of mining lease for a further period of 10 years from July 9, 2012. BALCO has temporarily stopped the mining activity at the Mainpat mine on account of pending approval from the necessary mining authorities. The bauxite extraction limit for the mine as granted by MoEF is 750,000 tpa. BALCO also applied to the MoEF for renewal of environmental clearance for the Mainpat mine in November 2011 and July 2012.

The Bodai-Daldali deposits are located approximately 260 kilometers from Korba in the Kawardha district of the state of Chhattisgarh. Bodai-Daldali was commissioned in 2004 by BALCO with a lease hold area of 6.3 square kilometers renewable mining lease that is valid until March 26, 2017. The bauxite extraction limit for Bodai-Daldali approved by the Indian Bureau of Mines is 1,250,000 tpa.

The Chhattisgarh bauxite deposits are situated over a plateau with steep scarps on both sides, at an elevation of approximately 1,000 meters above sea level for Mainpat, and approximately 940 meters above the surrounding land for Bodai-Daldali. The bauxite is generally one metre to 3 meters thick and lies within a laterite sequence overlying thick tertiary basalts of the deccan traps. The cover of laterite and thin topsoil is up to 5 meters thick but is generally less than 2 meters. The bauxite outcrops around much of the plateau rims.

A typical profile of the Chhattisgarh deposits comprises topsoil and soft overburden above the laterite. The upper laterite consists of hard, loose or indurated bauxite pebbles and boulders with a clear contact with the underlying hard bauxites. The bauxite occurs in discontinuous lenses up to four meters in thickness with laterite infilling joints and fractures with the bauxite. The contact with the softer lower laterite is usually gradational and irregular.

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The bauxite is hard to very hard with a natural moisture content of 5.0% to 10.0%, an in-situ density of 2.3 tons to 2.4 tons per cubic meter. It comprises primarily gibbsite with boehmite and minor diaspore. The reactive silica content is low and iron is present in the form of hematite and aluminous goethite. The average grade of the bauxite is approximately 46.2% aluminium oxide and silica levels of 3.7% as of March 31, 2014.

All mining and transportation at both mines are undertaken by contractors. One thin top soil layer is removed by excavator and is either transported to an adjacent storage point or an area that is being backfilled. The laterite layer is drilled and blasted. The overburden is then removed by backhoe excavators and 15-ton dumpers. Broken ore is hand-sorted, leaving waste material behind. Ore productivity is around 2 to 3 tons per person per day in the dry season which decreases to 1.25 to 1.75 tons per person per day in the wet season.

The current exploration drilling program is based on a 50-meter square pattern and is reduced to a 25-meter centers for detailed mine planning. Sampling is normally in 0.40 meter lengths and core is currently split and retained for future reference. Bauxite samples are tested for silica and aluminium oxide at laboratories situated on site and at the Korba plant. Selected sample are re-assayed as part of a quality control program.

Since commencing operations, the Mainpat mine has produced approximately 7.4 million tons of bauxite. During the fiscal year 2014 there was no production from the mine due to a pending renewal of mining lease and a restriction from removing the mined ore from the mining site. Power and water requirements at Mainpat are minimal and can be supplied by small on-site diesel generators and from boreholes in the mine.

As of March 31, 2014, BALCO estimates reserves at Mainpat to be 3.1 million tons and the remaining mine life of the Mainpat mine to be approximately 4 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan.

Total production at the Bodai-Daldali mine since the commencement of production has been 4.1 million tons of bauxite, with production in fiscal year 2014 totaling approximately 472,155 tons at 46.95% aluminium oxide. Power is supplied by on-site diesel generators and ground water provides the water requirements for the mine.

As of March 31, 2014, BALCO estimates the reserves at Bodai-Daldali to be 2.8 million tons and the remaining mine life to be approximately 2 years based on (i) reserves; and (ii) planned production which is determined on the basis of a life-of-mine plan. The cut-off grade used to define the reserves at BALCO’s mines was 44.0%.

In fiscal year 2014, all mining and transportation of the bauxite was done by contractors and the total cost for this was Rs. 2,129.0 ($ 35.5) per ton of bauxite.

Based on current costs and historical prices, BALCO’s operations are forecast to remain profitable and therefore the deposits at the Mainpat and Bodai-Daldali mines fulfill the requirements for being classified as reserves. The reserves as of March 31, 2014 at BALCO’s mines at Mainpat and Bodai-Daldali have been determined by verifying that the integrated operation is economic at an aluminium price of $ 2,020 per ton, which is the average metal price for the 3 fiscal years ending March 31, 2014, 2013 and 2012.

The mining dilution and mining recovery factors applied to determine the reserves at the Mainpat mine are 6.4% and 62.0%, respectively, while the factors applied at the Bodai-Daldali mine are 5.0% and 65.0%, respectively. The parameters for Mainpat are derived from the reconciliation of actual production against the geological model, while the parameters for Bodai-Daldali are based on estimates.

In fiscal year 2014, there was no stripping ratio at the Mainpat mine as there was no ore extraction during the year, while the stripping ratio at the Bodai-Daldali mine was 1.0:2.6. The strip ratio for the remaining reserves at Mainpat is 4.13 tons of waste per ton of ore, while at the Bodai-Daldali mine, it is 3.77 tons of waste per ton of ore. Stripping ratio is the ratio of the volume of waste material required to be handled in order to extract some volume of ore.

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Summary of Bauxite Mine Reserves

The following table sets out BALCO’s proven and probable bauxite reserves as of March 31, 2014:

Mines	Proven Reserves						Probable Reserves						Total Proven and Probable Reserves						SSL Interest		Reserve Life
	Quantity		Alumina		Silica		Quantity		Alumina		Silica		Quantity		Alumina		Silica		%		(years)
	(in million tons)		(%)		(%)		(in million tons)		(%)		(%)		(in million tons)		(%)		(%)
Mainpat		3.1		46.28		4.12		—		—		—		3.1		46.28		4.12		—		4-5
Bodai-Daldali		2.8		46.14		3.35		—		—		—		2.8		46.14		3.35		—		2-3
Total		5.9		46.21		3.75		—		—		—		5.9		46.21		3.75		51		—

Additional information:

(1) The reserve estimates presented incorporate the losses for mine dilution and mining recovery according to the JORC code.

(2) The cut-off grade used with our reserve estimates for bauxite is 44.0%.

(3) The metallurgical recovery factor for bauxite at both Mainpat and Bodai-Daldali is 45.4%.

(4) The historic three year average commodity prices is $ 2,020 per ton for bauxite and the currency conversion factor that was used to estimate our reserves was Rs. 54.47 per US dollar.

(5) The reserve quantities disclosed are for the entire mine and our share in the reserve quantities is 51.0%.

Korba Facility

Overview

BALCO’s Korba facility is located at Korba in the state of Chhattisgarh and consists of a 245,000 tpa aluminium smelter, two power plants (one of which is used to produce power for captive consumption and the other that is used for commercial purposes), an alumina and a fabrication facility. The following table sets forth the total capacities as of March 31, 2014 at BALCO’s Korba facility:

	Capacity
Facility	Alumina		Aluminium		Captive Power
	(tpa)		(tpa)		(MW)
Korba		200,000		245,000		810

Refinery

The Korba alumina refinery was commissioned in 1973, uses the conventional high pressure Bayer process and has a capacity of 200,000 tpa of alumina. The operations of the refinery have been stopped since September 2009.

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Smelters

Earlier, there were two aluminium smelters. The first smelter was commissioned in 1975, and used the Vertical Stud Soderberg technology to produce aluminium from alumina and had a capacity of 100,000 tpa. In response to recent global economic conditions and a decline in commodity prices, starting in February 2009, BALCO suspended part of its operations at the 100,000 tpa aluminium smelter at Korba. Operations at this aluminium smelter ceased on June 5, 2009. The second smelter uses pre-baked GAMI technology and has a capacity of 245,000 tpa, was commissioned in November 2006. BALCO is in the process of setting up a 325,000 tpa smelter at the Korba facility and started the first metal tapping in fiscal year 2014. We have currently ramped upto 84 pots and we expect to commence commercial production by the second quarter of fiscal year 2015.

Fabrication Facility

The fabrication facility at Korba has two parts, a cast house and a sheet rolling shop.

Cast House

The cast house uses continuous rod casters from Continuus-Properzi S.P.A and has a foundry which has twin-roll continuous casters with a SNIF degasser and hydraulically driven semi-continuous ingot casting machine to produce ingots and wire rods.

Sheet Rolling Shop

The sheet rolling shop has three parts: a hot rolling mill with a capacity of 75,000 tpa, an older cold rolling mill with a capacity of 30,000 tpa and a newer cold rolling mill commissioned in 2004 with a capacity of 36,000 tpa. Molten metal is cast into slabs and then either hot-rolled and sold as hot-rolled sheets or converted into cold-rolled sheets in the cold rolling mills. Alternatively, molten metal is directly used in strip casting and then fed to the cold rolling mills to convert it into cold-rolled sheets or coils.

Captive Power Plants

Smelting requires a substantial continuous supply of power and interruptions can cause molten metal to solidify and damage or destroy the pots. Power for the Korba facility is for the most part provided by the coal-based 540 MW captive power plant commissioned in March 2006. The surplus generation from the power plant is supplied to the State Electricity Board and other customers. Following the shut down of the 100,000 tpa aluminium smelter, power from its associated 270 MW power plant is sold in the merchant power market. BALCO is constructing a 1,200 MW coal-based thermal power facility (4 units of 300 MW each) in the state of Chhattisgarh, which is currently under construction and is awaiting the consent from relevant authorities to operate. Of the 1,200 MW facility being set up, power generated from two 300 MW units will be utilised in the 325,000 tpa smelter being set up and the power from the balance 600 MW units will be sold to third parties.

Thermal coal is a key raw material required for the operation of BALCO’s captive power plants. In April 2008, BALCO entered into two five-year coal supply agreements with SECL for the supply of thermal coal by SECL to BALCO, which represents approximately 49 % of its thermal coal requirements, with the remainder obtained through open market purchases. Supply of coal from SECL is tapering as BALCO has been allotted a coal block for mining coal. In November 2007, BALCO received a coal block allocation of 211 million tons for use in its captive power plants. These allocated coal blocks are regarded as non-reserve coal deposits. These allocated coal blocks are currently in the post-exploration but pre-development stage. BALCO has received the forest diversion clearance and the rehabilitation and resettlement approval and is currently working on obtaining the mining lease.

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Production Volumes

The following table sets out BALCO’s total production from its Korba facility for the fiscal years ended March 31, 2012, 2013 and 2014:

		For the Year Ended March 31,
Facility	Product	2012		2013		2014(2)
		(tons)
Korba
	Ingots/Busbar/Billets		8,671		8,416		34,714
	Rods		167,826		179,987		166,239
	Rolled products		69,157		58,587		51,083
Total(1)			245,654		246,990		252,035

Notes:

(1) Reflects total of ingots, rods and rolled products.

(2) Includes production of 849 tons from the trial run of 325,000 tpa smelter.

The following table sets out the total bauxite ore production for each of BALCO’s mines for the fiscal years ended March 31, 2012, 2013 and 2014:

		For the Year Ended March 31,
Mine (Type of Mine)	Product	2012			2013			2014
		(tons, except for percentages)
Mainpat (Open-pit)	Bauxite ore mined		620,193			230,137			—
	Ore grade		43.9	%		43.9	%		—
Bodai-Daldali (Open-pit)	Bauxite ore mined		885,261			705,870			472,155
	Ore grade		46.3	%		45.9	%		46.95	%
Total			1,505,454			936,007			472,155

Principal Raw Materials

The principal inputs of BALCO’s operations are alumina, power, carbon and certain other raw materials. BALCO has in the past been able to secure an adequate supply of the principal inputs for its business.

Alumina

Alumina is the primary raw material used in the production of aluminium. Our Lanjigarh refinery supplies majority of the alumina requirements (after converting the bauxite supplied by BALCO to the Lanjigarh refinery). BALCO currently sources all of its remaining alumina from third-party suppliers in international markets. The alumina sourced externally is metallurgical grade calcined alumina with a minimum alumina content of 98.6% on a dry basis. In fiscal years 2012, 2013 and 2014, BALCO purchased 26,250 tons, 166,302 tons and 355,950 tons of alumina at an average price of, $ 535, $ 416 and $ 397 per ton, respectively, on a cost, insurance and freight or CIF basis at the port of Vizag, Kakinada and Gangavaram, India.

Power

Smelting primary aluminium requires a substantial, continuous supply of electricity. As a result, power is a key input at BALCO’s Korba facility, where it is provided by one coal-based captive power plant of 540 MW. Our captive power plant has historically been dependent upon coal allocations from Coal India Limited. In November 2007, BALCO received a coal block

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allocation of 211.0 million tons for use in its captive power plants. These allocated coal blocks are regarded as non-reserve coal deposits. BALCO received the environmental clearance on May 24, 2012 and the second stage forest clearance for the 211.0 million tons coal block on November 14, 2012. BALCO has received the forest diversion clearance and the rehabilitation and resettlement approval and is currently working on obtaining the mining lease.

Power for BALCO’s mines is provided by on-site diesel generators. BALCO is constructing a 1200 MW coal-based thermal power facility, which is under construction and is awaiting the consent from relevant authorities to operate. Of the 1200 MW facility being set up, power generated from two 300 MW units will be utilized in the 325,000 tpa smelter being set up and the power from the balance 600 MW units will be sold to third parties.

Water

Water is also an important input for BALCO’s captive power plants. BALCO sources its water requirements at Korba from a nearby canal, with the water transported by pipelines. BALCO is currently in a dispute with the National Thermal Power Corporation regarding the right of way for its water pipeline that supplies water to its 270 MW captive power plant, which has been built through National Thermal Power Corporation premises. Arbitration proceedings commenced in 2009 and the order was reserved on June 30, 2014. Final hearing happened on June 30, 2014, and the order is reserved. See “Item 3. Key Information -D. Risk Factors—Risks Relating to Our Business- Our operations are subject to operating risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, which could adversely affect our revenue, results of operations and financial condition.”

Carbon

Carbon is an important raw material to the aluminium smelting process. Carbon is used in the process of electrolysis, in the form of cathodes and anodes, with the latter the biggest component of BALCO’s carbon costs. Anodes are made up of carbonaceous material of high purity. For pre-baked anodes, green carbon paste made of calcined petroleum coke and coal tar pitch is compacted or pressed into the required form. These anodes are baked before their use in electrolytic cells, or pots.

BALCO has in-house facilities to manufacture carbon anodes to meet its entire carbon anode requirements. Calcined petroleum coke, coal tar pitch and fuel oil, which are the key ingredients for the manufacture of carbon anodes, are sourced primarily from the Indian market. There is an adequate supply of these raw materials in India, though their prices are generally determined by movements in global prices. At times, based on commercial comparison, orders for import are also placed.

Other Raw Materials

BALCO also uses other raw materials such as fluorides and other chemicals. For these raw materials, there are several sources of supplies in the domestic markets and BALCO does not foresee any difficulty in securing supplies when needed.

Distribution, Logistics and Transport

Bauxite mined from the Mainpat and Bodai-Daldali mines is transported by road to BALCO’s Korba facility. The alumina purchased from third party suppliers is transported to the Korba facility by rail and ports. BALCO’s aluminium products are transported from the Korba facility to domestic customers through a combination of road and rail, and shipped for export.

Sales and Marketing

BALCO’s 10 largest customers accounted for approximately 49.5%, 47.8% and 42.0% of its revenue for aluminium business in fiscal years 2012, 2013 and 2014, respectively. No customer accounted for greater than 10.0% of BALCO’s revenue in the last three fiscal years.

BALCO’s sales and marketing head office is located in Mumbai, and it has field sales and marketing offices in most major metropolitan centers in India. Currently, BALCO sells its products primarily in the Indian market, with limited focus on exports. However, with the commissioning of the new 325,000 tpa aluminium smelter, a significant part of the additional production will be sold in the export market. BALCO’s key customers include conductor manufacturers, state road transport corporations, railways, defense contractors and electrical equipment and machinery manufacturers.

Domestic sales are normally conducted on the basis of a fixed price for a given month that BALCO determines from time to time on the basis of average LME price for the month, as well as domestic supply and demand conditions. Since the fourth quarter of fiscal year 2014, the pricing methodology has been changed to LME based pricing, where the LME on the day of order confirmation by the customer forms the basis for the billing. The price for aluminium BALCO sells in India is normally higher than the price it charges in the export markets due to the tariff structure, smaller order sizes that domestic customers place and the packaging, storing and truck loading expenses incurred when supplying domestic customers.

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BALCO’s export sales of aluminium are currently on a spot basis at a price based on the LME price plus a premium.

Projects and Developments

On October 7, 2006, BALCO entered into a memorandum of understanding with the state government of Chhattisgarh, India, and the Chhattisgarh State Electricity Board, under which, among other things, feasibility studies will be undertaken to build a thermal coal-based 1,200 MW captive power facility, along with an integrated coal mine in the state of Chhattisgarh at an estimated cost of Rs. 46,500 million ($ 775.0 million). The project was disrupted in September 2009 due to the collapse of a chimney under construction during heavy rains and lightning at Korba. There were 40 fatalities in the accident and SEPCO Electric Power Construction Corporation, our contractor and the sub-contractor Gamon Dunkerley and Company Limited, are the subject of an investigation by the Chhattisgarh government. The matter is fixed for hearing on August 30, 2014. We have instituted an enquiry conducted by Indian Institute of Technology Rourkee, an expert in the civil engineering field in India. Work had resumed in January 2010. BALCO is currently constructing the 1,200 MW captive power plant which is awaiting final stage regulatory approvals.

In addition, on August 8, 2007, BALCO entered into a memorandum of understanding with the state government of Chhattisgarh for a potential investment to build an aluminium smelter with a capacity of 650,000 tpa at Chhattisgarh at an estimated cost of Rs. 81,000 million ($ 1,350.0 million). The first of two phases of this project commenced with the setting up of a 325,000 tpa aluminium smelter at an estimated cost of Rs. 38,000 million ($ 633.3 million), which uses pre-baked GAMI technology. BALCO has received environmental clearance for both phases of the project. Construction has commenced and trial production started in February 2014 from the 325,000 tpa aluminium smelter.

As of March 31, 2014, the estimated cost of building the 325,000 tpa aluminium smelter and 1,200 MW captive power facility is Rs. 95,110 million ($ 1,585.2 million). As of March 31, 2014, Rs. 83,198 million ($ 1,386.6 million) was spent.

BALCO received a coal block allocation of 211 million tons for use in its captive power plants and received the forest diversion clearance and the rehabilitation and resettlement approval and is currently working on obtaining the mining lease. The estimated cost of developing the coal mine is Rs. 7,150 million ($ 119.2 million). As of March 31, 2014, Rs. 744 million ($ 12.4 million) was spent.

Market Share and Competition

BALCO, among the four primary producers of aluminium in India and together with our aluminium business in Odisha, has a combined primary market share of 44% in fiscal year 2014, according to Aluminium Association of India. BALCO’s key competitors (and their respective primary market shares by volume in India in fiscal year 2014) are Hindalco Industries Limited (38.0%) and National Aluminium Company Limited, a GoI enterprise (18.0%).

Aluminium ingots, wire rods and rolled products are commodity products and BALCO competes primarily on the basis of price and service, with price being the most important consideration when supplies are abundant. Aluminium competes with other materials, particularly plastic, steel, iron, glass, and paper, among others, for various applications. In the past, customers have demonstrated a willingness to substitute other materials for aluminium.

(b) Our Aluminium Business in Odisha

Overview

Our Aluminium Business in Odisha was earlier operated by Vedanta Aluminium, which was merged with us pursuant to the Re-organization Transactions. Our Odisha aluminium operations include a 1.0 million tpa alumina refinery at Lanjigarh, with an associated 75 MW captive power plant. In addition, we have a greenfield 500,000 tpa aluminium smelter, together with an associated 1,215 MW (nine units with a capacity of 135 MW each) coal-based captive power plant in Jharsuguda. We are also setting up another 1,250,000 tpa aluminium smelter in Jharsuguda. 50 pots from the first line of this smelter will be commissioned during fiscal year 2015.

The alumina refinery at Lanjigarh was commissioned in March 2010 and produced 524,060 tons of alumina in fiscal year 2014. Greenfield smelter project of 500,000 tpa at Jharsuguda was implemented in two phases of 250,000 tpa each. Phase 1 was completed on November 30, 2009 and Phase 2 was completed on March 1, 2010. The metal production for fiscal year 2014 was 542,252 tons and the net generation of the captive power plant was 7,968 million units.

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Principal Products

Primary aluminium is produced from the smelting of metallurgical grade alumina. We produce primary aluminium in the form of ingots, billets and wire rods for sale. Ingots are used extensively for aluminium castings and fabrication in the construction and transportation industries. Billets are used extensively in construction (windows and door frames), transportation, engineering, consumer durables, automotive forgings and many other applications. Wire rods are used in various electrical applications especially in the form of electrical conductors and cables.

Delivery to Customers

Ingots, billets and wire rods are transported by trucks and rake to customers in India and by rakes to ports for export.

Principal Facilities

Overview

The following map shows the details of the locations of Aluminium Segment’s facilities in the State of Odisha:

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The following table sets forth the capacities as on March 31, 2014 at our Lanjigarh and Jharsuguda facilities:

	Capacity tpa
Facility
Lanjigarh Alumina Refinery		1,000,000
Jharsuguda Aluminium Smelter		500,000

Lanjigarh

Alumina refinery and captive power plant

The Lanjigarh alumina refinery is located in the Lanjigarh district in the state of Odisha, which is located approximately 450 km from BALCO’s Korba facility in the state of Chhattisgarh. In March 2007, we began the progressive commissioning of a 1,000,000 tpa greenfield alumina refinery, expandable to 1.4 mmtpa of installed capacity and an associated 75 MW captive power plant, expandable to 90 MW. The captive power plant is fully operational and can meet the power requirements of the refinery. The second production stream of the Lanjigarh alumina refinery was commissioned in March 2010. Production of alumina at the refinery at Lanjigarh was temporarily suspended since December 5, 2012, due to inadequate availability of bauxite and the plant recommenced operations on July 12, 2013. We are currently in discussions with government authorities for sourcing adequate supply of bauxite. Production at the alumina refinery does not affect production at the smelters.

We planned to expand our alumina refining capacity at Lanjigarh to 5 mmtpa by increasing the current alumina refinery’s capacity to 2,000,000 tpa by de-bottlenecking and then further expand the refinery by constructing a second alumina refinery, with a refining capacity of 3 mmtpa along with an associated 210 MW captive power plant. However, the expansion of the alumina refinery and related mining operations in and around the Niyamgiri has been on hold since October 20, 2010.The MoEF has directed us to cease further expansion of the alumina refinery. See “Item 8. Financial Information - A. Consolidated Statements and Other Financial Information – Legal Proceedings” for further details.

Jharsuguda

Aluminium smelter and Captive Power Plant.

The Jharsuguda aluminium smelter is located in Jharsuguda in the state of Odisha in India. Operations in the Jharsuguda facility were implemented in two phases. The first phase has a production capacity of 250,000 tpa and was completed in November 2009. The second phase was commissioned in June 2010. A total of 9 units of the associated 1,215 MW coal-based thermal captive power plant of 135 MW each have been commissioned. It produced 527,037 tons and 542,252 tons of aluminium in fiscal years 2013 and 2014, respectively. The captive power plant units meet the power requirements of the Jharsuguda smelter and all other power requirements of this facility. We are also setting up an 1,250,000 tpa aluminium smelter. Power to the new smelter will be provided by our 2,400 MW power plant in Jharsuguda. 50 pots from the first line of this smelter will be commissioned during fiscal year 2015.

Production Volumes

The following table sets out our total production from our Lanjigarh and Jharsuguda facilities for fiscal years 2012, 2013 and 2014:

		For the year ended March 31
		(tons)
Facility	Product	2012		2013		2014
Lanjigarh	Calcined Alumina		927,516		527,052		524,060
Jharsuguda	Ingots		255,212		305,878		301,008
	Billets		65,853		98,299		121,232
	Wire rods		99,493		115,464		120,013
	Hot Metal		9,164		7,396		—
			429,722		527,037		542,253

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Principal Raw Materials

The principal inputs of the aluminium operations are bauxite, alumina, power, carbon and certain other raw materials.

Bauxite

Currently, we do not have any dedicated mining source and are in the process of identifying bauxite mining sources across India. Currently, bauxite is being sourced mainly through imports (25-30%), from the domestic market in the west coast (20-25%), BALCO Mines (30-35%) and the remaining (15-20%) from Madhya Pradesh, Chhattisgarh, Jharkhand and Andhra Pradesh.

Alumina

Alumina is the primary raw material used in the production of aluminium. We currently source alumina largely from third-party suppliers in international markets. The alumina sourced externally is metallurgical grade calcined alumina with a minimum alumina content of 98.6% on a dry basis. In fiscal years 2012, 2013 and 2014, we purchased 0.45million tons, 0.75 million tons and 0.72 million tons of alumina at an average price of $ 421per mt, $ 353 per mt and $ 352 per mt, respectively, on a cost, insurance and freight or basis at the port situated in the state of Andhra Pradesh.

Power

Smelting primary aluminium requires a substantial and continuous supply of electricity. As a result, power is a key input at our Jharsuguda facility, where it is provided by nine coal-based captive power plant of 135 MW each. We have been sourcing coal through coal linkage from Mahanadi coal field, imports, e-auction and from washeries. The linkage coal quantity from Mahanadi coal field is transported through bottom discharge wagons.

Water

Water is also an important input for our captive power plants. We source our water requirements at Jharsuguda from Hirakud Dam situated over a distance of 33 km, with the water transported by pipelines. Water from the dam is stored at water reservoir inside the plant, from where the water is purified in a demineralise plant to make it fit for use in the power plant.

Carbon

We have our in-house facilities to manufacture carbon anodes to meet its entire carbon anode requirements. Calcined petroleum coke, coal tar pitch and fuel oil, which are the key ingredients for the manufacture of carbon anodes, are sourced primarily from the domestic Indian market. There is an adequate supply of these raw materials in India, though their prices are generally determined by movements in global prices. At times, based on commercial comparison, orders for import are also placed.

Other Raw Materials

We also use other raw materials such as fluorides and other chemicals. For these raw materials, there are several sources of supplies in the domestic markets and we do not foresee any difficulty in securing supplies when needed.

Distribution, Logistics and Transport

The alumina purchased from third party suppliers is transported to the Jharsuguda facility by rail and ports. Our aluminium products are transported from the Jharsuguda facility to domestic customers through a combination of road and rail, and shipped for export.

Sales and Marketing

Our 10 largest customers of our Odisha aluminium business accounted for approximately 61.1%, 62.3% and 39.5% of its revenue in fiscal years 2012, 2013 and 2014, respectively. Two of our customers accounted for greater than 10.0% of our revenue in the fiscal years 2012 and 2013. None of our customers accounted for greater than 10% of our Odisha aluminium business in the fiscal year 2014.

The sales and marketing head office is located in Mumbai and it has field sales and marketing offices in most major metropolitan centers in India. Currently, our aluminium business sells only primary products and has equal focus on both the Indian and the exports market. Our key customers include cables and conductor manufacturers, transport sector and electrical equipment and machinery manufacturers.

Domestic sales are normally conducted on the basis of a fixed price for a given month that we determine from time to time on the basis of average LME price for the month, as well as domestic supply and demand conditions. Since the fourth quarter of fiscal year 2014, the pricing methodology has been changed to LME based pricing, where the LME on the day of order confirmation by the customer forms the basis for billing. The domestic price for aluminium is normally higher than the price it charges in the export markets due to the tariff structure, smaller order sizes that domestic customers place and the packaging, storing and truck loading expenses incurred when supplied to domestic customers.

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Our aluminium export sales are currently on both spot and long term basis at a price based on the LME price plus a premium. Long term contracts range from 3 months to 1 year and sales are maximized in focus markets though we are trying to establish our presence in all markets to minimize geo-political risks.

Projects and Developments

We plan to invest Rs. 106,000 million ($ 1,766.7 million) to expand our alumina refining capacity at Lanjigarh to 5 mmtpa by (i) increasing the current alumina refinery’s capacity to 2,000,000 tpa by de-bottlenecking; (ii) constructing a second alumina refinery with a capacity of 3 mmtpa; and (iii) constructing an associated 210 MW captive power plant. However, the expansion of the alumina refinery at Lanjigarh was on hold since October 20, 2010 due to the order passed by the MoEF’s restricting us from any further expansion of this refinery.

Against this order, we filed a writ petition in the High Court of Orissa and the Court dismissed our petition. We subsequently made an application to the MoEF to reconsider the grant of the environmental clearance for our alumina refinery. The MoEF by its letter dated February 2, 2012, issued fresh terms of reference to us for preparation of the Environment Impact Assessment report. We submitted the Environment Impact Assessment report to the Orissa Pollution Control Board and parallely submitted various representations to the MoEF as well as the Project Monitoring Group established under the Cabinet Committee on Investments. The Expert Appraisal Committee of the MoEF reconsidered the project and revalidated the terms of reference for 22 months effective January 2014. Therefore the ban imposed on the expansion of our alumina refinery was lifted and we are pursuing the matter with the state government. The public hearing was held on July 30, 2014 and we await the necessary approvals to undertake any further expansion of our Lanjigarh refinery. See “Item 8. Financial Information - A. Consolidated Statements and Other Financial Information – Legal Proceedings” for details. As of March 31, 2014, we spent Rs. 42,340 million ($ 705.7 million) on the Lanjigarh expansion project.

We are also investing an estimated Rs. 145,000 million ($ 2,416.7 million) to set up a second 1,250,000 tpa aluminium smelter. Power to the new smelter will be provided by our 2,400 MW commercial power plant at Jharsuguda. As of March 31, 2014, we spent Rs. 119,510 million ($ 1,991.8 million) on this project.

Market Share and Competition

Our aluminium business is among the four primary producers of aluminium in India and together with BALCO, have a primary market share of 44% in fiscal year 2014, according to the Aluminium Association of India. Our key competitors (and their respective primary market shares by volume in India in fiscal year 2014) are Hindalco Industries Limited (38.0%) and National Aluminium Company Limited, a GoI enterprise (18.0%).

Aluminium ingots, wire rods and billets are commodity products and our aluminium business competes primarily on the basis of price and service, with price being the most important consideration when supplies are abundant. Aluminium competes with other materials, particularly plastic, steel, iron, glass, and paper, among others, for various applications. In the past, customers have demonstrated a willingness to substitute other materials for aluminium.

Our Commercial Power Generation Business

Overview

We have been building and managing power plants since 1997. As of March 31, 2014, the total power generating capacity of our thermal power plants and wind power plants was 5,596.8 MW, which includes our twelve thermal coal-based captive power plants with a total power generation capacity of 5,240.5 MW.

The following table sets forth information relating to our existing power plants as of March 31, 2014:

Fiscal Year Commissioned	Capacity		Location	Fuel Used
	(MW)
1988(1)		270.0	Korba	Thermal Coal
1997		24.0	Tuticorin	Liquid fuel
1999		75.0	Mettur Dam	Thermal Coal
2003		14.8	Debari	Liquid fuel
2003		6.0	Zawar	Liquid fuel

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Fiscal Year Commissioned	Capacity		Location	Fuel Used
	(MW)
2003		14.8	Chanderiya (2)	Liquid fuel
2005		22.5	Tuticorin	Liquid fuel
2005		154.0	Chanderiya	Thermal coal
2006		540.0	Korba	Thermal coal
2007		75.0	Lanjigarh	Thermal coal
2007		107.2	Gujarat and Karnataka	Wind (3)
2008		80.0	Chanderiya	Thermal coal
2009		80.0	Zawar	Thermal coal
2009		16.0	Gujarat and Karnataka	Wind (3)
2009		675.0	Jharsuguda	Thermal coal
2009		25.0	Mettur Dam	Thermal coal
2010		540.0	Jharsuguda	Thermal coal
2011		1200.0	Jharsuguda	Thermal coal
2011		48.0	Rajasthan and Karnataka	Wind
2011		160.0	Dariba	Thermal coal
2012		103.0	Karnataka, Maharashtra, Rajasthan and Tamil Nadu	Wind (3)
2012		600.0	Jharsuguda	Thermal coal
2013		600.0	Jharsuguda	Thermal coal
2013		80.0	Tuticorin	Thermal coal
2013		6.5	Mettur Dam	Thermal coal
2014		80.0	Tuticorin	Thermal coal
		5,596.80

Notes:

(1) Commissioned by BALCO prior to our acquisition of BALCO in 2001 which is not being used for captive purposes at present due to the closure of operations at the 100,000 tpa aluminium smelter.

(2) Transferred from Debari to Chanderiya in March 2009.

(3) Our wind power plants are not for captive use.

We have the following power plants under construction:

• BALCO’s 1,200 MW thermal coal-based captive power plant in the State of Chhattisgarh which is awaiting final stage regulatory approval;

• Talwandi Sabo’s 1,980 MW thermal coal based captive power plant, comprising three units of 660 MW each, in the state of Punjab. Commercial operation of the first unit is expected to commence in second quarter of fiscal year 2015, and the other units in a phased manner.

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Power sales

The following table sets out total power sales in MU for the last three fiscal years:

	For the Fiscal Year Ended March 31,
Facility	2012		2013		2014
BALCO 270 MW		1,605		1,241		390
Jharsuguda 2400 MW coal based thermal power plant		5,562		7,513		7,625
HZL - Wind Power Plant		336		511		448
MALCO – 106.5 MW coal based thermal power plant		581		847		911
Total		8,084		10,112		9,374

Power sales includes production under trial run in fiscal years 2012, 2013 and 2014 of 926 million units, 795 million units and nil units, respectively.

Commercial power plants

We have a 2,400 MW coal based thermal power plant facility (comprising of four units of 600 MW each) in Jharsuguda in the state of Odisha. The power plant was earlier operated through Sterlite Energy and is now a part of Sesa Sterlite pursuant to the Re-organization Transactions. The plant has been built with an estimated investment of approximately Rs. 82,000 million ($ 1,366.7 million). The first unit commercial operation commenced in November 2010. The second unit was operational on March 30, 2011 and the third unit was operational in August 19, 2011. The fourth unit was operational on April 26, 2012.

This facility requires approximately 15 million tpa of coal. We have applied to the Ministry of Coal for allotments of coal blocks and long term coal linkages, which are long term supply contracts for delivery of coal meeting specific contract specifications for captive use. In January 2008, the Ministry of Coal jointly allocated the coal blocks in the Rampia and Dip Side Rampia in the state of Odisha to six companies, including Sterlite Energy. Our proportionate share would be 112.2 million tons. The coal block is currently in the pre-exploration stage and are regarded as non-reserve coal deposits. The six companies entered into an agreement to jointly promote a new company called Rampia Coal Mine and Energy Private Limited, or RCMEPL, incorporated in February 2008.

On April 16, 2008, RCMEPL submitted an application to the state government of Odisha for the grant of a prospecting licence, or a licence for exploration, which was pending approval from the regulatory authorities. However, Ministry of Coal issued a letter on January 15, 2014 de-allocating the coal block form us. RCMEPL has approached the High Court of Odisha against the action of the Ministry of Coal. The next date of hearing has not yet been determined.

Additionally, we have been allotted a coal linkage of 2.6 mmtpa for the Jharsuguda project to meet the coal requirements of one of the units of 600 MW of the 2,400 MW power facility, for which Mahanadi Coalfields Limited has signed fuel supply agreement for supplying 80% of the letter of assurance quantity. Following our application to the Ministry of Coal for a coal linkage to meet the substantial portion of the remaining coal requirements for the remaining three units, on the recommendation of Standing Linkage Committee in its meeting on January 29, 2010, Mahanadi Coal fields Limited issued the letter of assurance on July 14, 2010 for another 6.94 million tons. We are currently receiving 50% of the letter of assurance quantity for two of the three units, and will receive the linkage volume for the third unit after entering into a long term power purchase agreement.

The facility is also designed to include a water reservoir, railway marshalling yard, coal stockpile, ash pond and other required facilities. The power generated from the 2,400 MW power plant is sold to entities including state electricity boards, state-owned utility companies, power trading companies, private entities and would be sold to our 1,250,000 tpa smelter at Jharsuguda on commissioning of the smelter.

In September 2006, Sterlite Energy entered into a power purchase agreement with Grid Corporation of Orissa Limited, a nominee of the state Government of Orissa (“GRIDCO”), which was amended in August 2009 and further amended on December 2012, in which GRIDCO was granted the right to purchase up to 25.0% of the installed capacity of the power plant after adjustments for auxiliary consumption by us, for approximately up to 561 MW from this project. Further, GRIDCO shall at all times have the right on behalf of the state government of Odisha to receive from the Jharsuguda power project, 7.0% of the power generated (after adjustments for auxiliary consumption by the power plant), up to approximately 157 MW of power at variable cost, as determined by the Orissa Electricity Regulatory Commission. GRIDCO will have the right to purchase an aggregate of 718 MW of power from us once every five years, for a period of 25 years from the date of commercial operation of the last unit. This right is an option to purchase rather than a binding commitment of GRIDCO.

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In the event GRIDCO decides not avail part or whole of the above mentioned right during any five year period, it shall give six months notice of the same to us prior to the commencement of such period. Power from the power plant to be purchased by GRIDCO will be evacuated by GRIDCO from the bus bar (which is the discharge point of the power plant) of the project. For the evacuation of the remaining power, we have constructed a 400 KV Loop-In-Loop-Out I and a 400 Loop-In-Loop-Out II transmission line to connect to the transmission line being developed by Power Grid Corporation India Limited, or Power Grid Corporation India Limited near Jharsuguda. Sterlite Energy entered into an agreement with PGCIL in July 2010 to build the dedicated transmission system required for evacuating power from the power plant to the pooling units of PGCIL.

The power generated from the 2,400 MW power plant is sold to GRIDCO, state electricity boards, state-owned utility companies, power trading companies, power trading exchanges and private entities.

The tariff for the sale of power by us to GRIDCO will be determined by the OERC as follows:

For the sale of power up to 25.0% of the installed capacity:

(i) a fixed capacity charge which shall be determined by the OERC as per the terms and conditions of tariff issued from time to time and will be related to target availability. Recovery of fixed capacity charges below the level of target availability shall be done on a pro rata basis and calculated proportionately to the capacity requisitioned to GRIDCO; and

(ii) a variable energy charge, which shall comprise fuel cost and shall be calculated on the basis of the ex-bus energy scheduled to be sent out from the generating station. The energy charges shall be calculated as per the methodology prescribed by the OERC from time to time.

For the sale of additional 7.0%, on account of allocation of coal blocks within the State of Odisha, a variable energy charge, which shall comprise fuel cost and shall be calculated on the basis of the ex-bus energy scheduled to be sent out from the generating station. The energy charges shall be calculated as per the methodology prescribed by the appropriate commission, from time to time.

On June 12, 2013 The Orissa Electricity Regulatory Commission ordered the working methodology on tariff determination for procurement of power by GRIDCO for the period from November 2010 to March 2014. We filed a review petition with the commission against this tariff order, which was disposed subsequently on September 25, 2013. Aggrieved by this decision, we filed an appeal with the appellate tribunal for electricity on October 28, 2013. The appellate tribunal in its interim order on March 28, 2014 recognized the fact of transmission line constraints and directed the state load dispatch center to recompute the plant availability factor and also advised to schedule the power procurement of GRIDCO in the future considering transmission line constraints. Subsequently, GRIDCO filed an appeal against the order of the appellate tribunal. This matter is currently posted for hearing on August 21, 2014.

Talwandi Sabo

In July 2008, Sterlite Energy succeeded in an international bidding process and was awarded the project for the construction of a 1,980 MW coal-based thermal commercial power plant at Talwandi Sabo in the state of Punjab in India. The project was bid as Case-2 tariff based competitive bidding, implying that the developer had to quote for Capacity charges & efficiency (SHR). Fuel cost subject to quoted efficiency was to be a pass-through. All necessary approvals for the project have been obtained and commissioning of this project will be carried out in stages. Estimated cost of the project is Rs.115,460 million ($1,924.3 million). The boiler light up and synchronization of the first unit was achieved in the third quarter of fiscal year 2014. Coal logistics were established in the fourth quarter of fiscal year 2014. The first 660 MW of the plant is under commissioning, with the reliability run of the unit planned during second quarter of fiscal year 2015.

In October 2010, TSPL signed a memorandum of understanding with Punjab State Power Corporation Limited to build an additional unit of 660 MW in line with the state of Punjab’s 2010 power generation policy, but this expired in October 2012 and has not been renewed. TSPL does not plan to construct this additional unit in the future.

In May 2008, Sterlite Energy entered into an on-shore and offshore engineering, procurement and construction contract with SEPCO Electric Power Construction Corporation, or SEPCO, for Sterlite Energy’s Talwandi Sabo thermal power project for Rs. 66,560 million ($ 1,220.8 million). A novation agreement in favour of TSPL was executed in November 2009. The contract was revised upwards by $ 74 million on November 15, 2012 to reflect the set-up and commissioning of three units of power at the Talwandi Sabo thermal Power Plant.

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SEPCO’s obligations under the contract include testing and delivery of plant and equipment, system design and engineering of plant and equipment in accordance with technical specifications, supervision of civil, structure and manufacturing work, custom clearance, port clearance, inland transportation of offshore as well as onshore plant and equipment, unloading, storage and preservation for all equipment and material required, ash disposal among others within the period specified in the contracts. The fixed contract price is payable in multiple installments according to a fixed payment schedule. SEPCO has provided performance guarantees with respect to various parameters, for instance, net unit heat rate of 2,222.80 kwph/kcal and net unit electric output of 611.82 MW. If there is a delay in completion or failure to meet performance guarantees, liquidated damages may be imposed on SEPCO in accordance with the terms of the contract.

As of March 31, 2014, Rs. 96,520 million ($ 1608.7 million) was spent on this project. This project is financed by internal sources and through debt financing.

On commencement of all the units, TSPL will require around 10 million tpa of coal. TSPL has been allotted the linkages from Mahanadi Coal Fields Limited, Odisha for 7.72 million tpa. According to the fuel supply agreement with Mahanadi Coal Fields, 80% of the letter of assurance quantity is 6.17 million tpa. Out of this, 5.01 million tpa is to be supplied through domestic sources and the remaining 1.16 million tpa, through imported sources. The balance coal shall be procured through other sources. The linkage coal quantity will be transported a distance of approximately 1600 km by rail.

HZL—Wind Power Plants

As of March 31, 2014, wind power plants with a combined power generation capacity of 274 MW have been commissioned in the States of Gujarat, Karnataka, Tamil Nadu, Maharashtra and Rajasthan in India at a total cost of Rs. 14,520 million ($ 242.0 million). The electricity from these wind power plants is sold to SEBs.

MALCO Energy Limited – Mettur Power Plant

Mettur power plant is a 106.5 MW coal based thermal power plant operated by MALCO Energy Limited. The power plant at Mettur Dam, Tamil Nadu, is one of the largest merchant power plant in the state of Tamil Nadu.

The plant has been set up in stages, with the first 75 MW set up in the year 1999 to cater to the requirements of the aluminium smelter operated by MALCO. The aluminium operations were closed since November 2008. An additional 25 MW unit was added in the year 2009. Further, a 6.50 MW steam turbine generator was added in the year 2013 taking capacity to106.5 MW.

MALCO entered in to an energy purchase agreement with Tamil Nadu Electricity Board in January 2009 for supply of power until April 2009 and entered with Power Trading Corporation Limited for supply of power to Tamil Nadu Electricity Board from April 2009 until May 2011, which was subsequently renewed up to August 31, 2014 and is continuing the power supply to Tamil Nadu Electricity Board. The tariff for power supply is as provided in the energy purchase agreement.

Other Opportunities in Power

We also sell any excess power generated from our captive power plants to third parties pursuant to commercial arrangements. For example, Vedanta Aluminium entered into a letter of intent dated November 16, 2011 that was revised on September 14, 2012, with GRIDCO for the sale of excess power from its captive power plant at Jharsuguda. We also have an arrangement for the sale of excess power from our captive power plant at Tuticorin.

We intend to participate in projects relating to the generation of coal-based thermal power and ancillary activities, including UMPPs or other projects announced by the GoI or any state government. A recent initiative of the Ministry of Power of the GoI offers private developers an opportunity to establish a number of UMPPs. Private developers will be selected on the basis of competitive bidding and under the initiative, will have the benefit of the assured purchase of power generated and payment security mechanisms.

Other Business

Vizag Port

We have a 74.0% interest in Vizag General Cargo Berth Private Limited, a joint venture between us and Leighton Welspun Contractors Private Limited, which won the bid to mechanise the coal handling facilities and upgrade the general cargo berth for handling coal at the outer harbour of Vishakhapatnam port, on the east coast of India. The capacity of upgraded berth shall be 10.2 mmtpa, with flexibility to be upgraded to 12.5 mmtpa.

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Vizag General Cargo Berth Private Limited has entered into an agreement on October 8, 2010 with the port authority, Vishakhapatnam Port Trust, to mechanise the coal handling facilities and upgrade the general cargo berth on a build-operate-transfer basis for 30 years commencing on the date of award of concession. Vishakhapatnam Port Trust will receive a share 38.1% of the revenue earned from the berth. Vizag General Cargo Berth Private Limited has received formal communication from Independent engineer with regard to project completion certificate as per the concession agreement with Visakhapatnam Port Trust. In January 2013, operations commenced, and construction was completed on April 8, 2013. The estimated project cost was Rs. 6,640.0 million ($111.1 million), of which Rs. 5,634.7 million ($93.9 million) was spent.

Exploration and Development Activities

We are engaged in ongoing exploration activities to locate additional ore bodies in India, Australia, South Africa, Sri Lanka, Namibia and Ireland. We spent approximately Rs. 16,786 million ($ 279.8) million in fiscal year 2014 on exploration.

The focus of our exploration has been sediment hosted zinc deposits in India and oil and gas exploration in India, Sri Lanka and South Africa.

Options to Increase Interests in HZL and BALCO

Call Options Over Shares in HZL

On April 11, 2002, we acquired a 26.0% interest in HZL from the GoI through subsidiary, SOVL (which has been merged with us with effect from April 1, 2012). At the time of the acquisition, we owned 80.0% and Sterlite Technologies Limited owned the remaining 20.0%in SOVL. In February 2003, Sterlite Technologies Limited transferred its 20.0% interest to us. We subsequently acquired a further 20.0% interest in HZL through an open market offer. The total cash consideration paid by us for the acquisition of the 46.0% interest in HZL was Rs. 7,776.0 million ($ 161.9 million at the time of acquisition). Upon our acquisition of the 26.0% interest in HZL, we and the GoI entered into a shareholders’ agreement to regulate, among other things, the management of HZL and dealings in HZL’s shares.

Under the shareholders’ agreement, the GoI granted us two call options to acquire all the shares in HZL held by the GoI at the time of exercise. We exercised the first call option on August 29, 2003 and acquired an additional 18.9% of HZL’s issued share capital at a cost of Rs. 3,239.0 million ($54.0 million) on November 12, 2003, increasing our interest in HZL to 64.9%.

The shareholders’ agreement provides that prior to selling shares in HZL to a third party, either party must first issue a sale notice offering those shares to the other party at the price it intends to sell them to the third party. However, a transfer of shares, representing not more than 5.0% of the equity share capital of HZL, by the GoI to the employees of HZL is not subject to such right of first refusal by us. The GoI has transferred shares representing 1.5% of HZL’s share capital to the employees of HZL. The shareholders’ agreement also provides that if the GoI proposes to make a sale of its shares in HZL by a public offer prior to the exercise of our second call option, then we shall have no right of first refusal.

The second call option provides us a right to acquire the GoI’s remaining 29.5% shareholding in HZL, subject to the right of the GoI to transfer up to 3.5% of the issued share capital of HZL to employees of HZL, in which case the number of shares that we may purchase under the second call option will be reduced accordingly. This call option became exercisable on April 11, 2007 and remains exercisable for as long as the GoI has not sold its remaining interest pursuant to a public offer of its shares. Under the shareholders’ agreement, upon the issuance of a notice of exercise of the second call option by us to the GoI, we shall be under an obligation to complete the purchase of the shares, if any, then held by the GoI, within a period of 60 days from the date of such notice. The exercise price for the second call option will be equal to the fair market value of the shares as determined by an independent appraiser. In determining the fair market value of the shares, the independent appraiser may take into consideration a number of factors including, but not limited to, discounted cash flows, valuation multiples of comparable transactions, trading multiples of comparable companies, SEBI guidelines and principles of valuation, the minority status of the shares, the contractual rights of the shares and the current market price of the shares. Based solely on the market price of HZL’s shares on the NSE on July 31, 2014 of Rs.161.2 ($2.7) per share, and not including the other factors that the independent appraiser may consider, one possible estimation of the exercise price to acquire all of the GoI’s 1,247,950,590 shares in HZL would be Rs. 201,170 million ($3,352.8 million).

By a letter dated July 21, 2009, we exercised the second call option. The GoI disputes the validity of the call option and has refused to act upon it. Consequently, we invoked arbitration and filed a statement of claim. The arbitral proceedings are under progress and will be next heard on September 13, 2014.

On January 9, 2012, we offered to acquire the GoI’s interests in HZL for Rs. 154,920 million ($ 2,582.0 million). We have, by way of letters dated April 10, 2012 and July 6, 2012, sought to engage with the GoI on the same terms as the offer. This offer was separate from the contested exercise of the call options, and we proposed to withdraw the ongoing litigation in relation to the contested exercise of the options should the offer be accepted. To date, the offer has not been accepted by the GoI and therefore there is no certainty that the acquisition will proceed.

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Call Option Over Shares in BALCO

On March 2, 2001, we acquired a 51.0% interest in BALCO from the GoI for a cash consideration of Rs. 5,533.0 million ($92.2 million). On August 28, 2012, we entered into a shareholders’ agreement with the GoI and BALCO to regulate, among other things, the management of BALCO and dealings in BALCO’s shares. The shareholders’ agreement provides that as long as we hold at least 51.0% of the share capital of BALCO, we are entitled to appoint one more director to the board of BALCO than the GoI and are also entitled to appoint the managing director. There are various other matters reserved for approval by both the GoI and us under the shareholders’ agreement, including amendments to BALCO’s articles of association, the commencement of a new business, non-pre-emptive issues of shares or convertible debentures and the provision of loans or guarantees or security to other companies under the same management as BALCO.

Under the shareholders’ agreement, if either we or the GoI wish to sell its shares in BALCO to a third party, the selling party must first offer the shares to the other party at the same price at which it is proposing to sell the shares to the third party. The other party shall then have the right to purchase all, but not less than all, of the shares so offered. If a shareholder does not exercise its right of first refusal, it shall have a tag along right to participate in the sale pro rata and on the same terms as the selling party, except that if the sale is by the GoI by way of a public offer, the tag along right will not apply. However, a transfer of shares representing not more than 5.0% of the equity share capital of BALCO by the GoI to the employees of BALCO is not subject to such right of first refusal by us.

The GoI also granted us an option to acquire the remaining shares in BALCO held by the GoI at the time of exercise. The exercise price is the higher of:

• the fair value of the shares on the exercise date, as determined by an independent valuer; and

• the original sale price (Rs. 49.0 per share) ($ 0.8 per share) together with interest at a rate of 14.0% per annum compounded half yearly from March 2, 2001 to the exercise date, less all dividends received by the GoI since March 2, 2001 to the exercise date.

On March 19, 2004, we exercised our option to acquire the remaining 49.0% of BALCO’s issued share capital held by the GoI at that time. Thereafter, the GoI sought several extensions to complete the sale of the shares. On June 7, 2006, the GoI contended that the clauses of the shareholders’ agreement relating to our option violated the provisions of section 111A of the Companies Act, 1956 by restricting the right of the GoI to transfer its shares and that as a result the shareholders’ agreement was null and void. The GoI has also expressed an intention to exercise its right to sell 5.0% of BALCO to BALCO employees.

Subsequently, the dispute was referred to arbitration and the arbitration tribunal rendered award rejecting our claim. We filed an application to the High Court of Delhi to set aside this award and the next date of hearing is on August 21, 2014.

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Employees

As of March 31, 2014, we had 20,556 employees. The number of employees as of March 31, 2012, 2013 and 2014 is as follows:

Company		Location	Primary Company Function	Total Employees for the year ending March 31,
				2012		2013		2014
Zinc
	— HZL	India	Zinc and lead production		6,235		6,024		5,564
Zinc International
	— Black Mountain	South Africa	Zinc and lead Mining		715		789		726
	— Skorpion	Namibia	Zinc and lead Mining & refining		733		754		755
	— Lisheen	Ireland	Zinc and lead Mining		377		380		374
Oil and gas	—Cairn India	India	Oil and Gas		1,143		1,317		1,643
Iron Ore	—Western Cluster (Liberia)	Liberia	Iron Ore		—		26		12
	— Sesa Sterlite	India	Iron Ore		4,697		3,831		3,515
Copper
	— Sesa Sterlite	India	Copper smelting and refining		1,074		1,043		1,050
	— CMT	Australia	Copper mining		103		115		112
	— Fujairah Gold FZC	UAE	Precious metal refinery		44		79		81
Aluminium
	— BALCO	India	Aluminium production		3,978		3,811		3,554
	— Sesa Sterlite	India	Aluminium production		3,195		2,781		2,708
Power
	— Sesa Sterlite	India	Commercial power generation		196		165		107
	— TSPL	India	Commercial power generation		70		106		139
	—MALCO Energy Limited	India	Commercial power generation		78		79		81
Others					109		137		135
Total					22,747		21,437		20,556

The majority of our workforce is unionized. Employees of HZL and BALCO are members of registered trade unions such as Bharat Aluminium Mazdoor Sangh for BALCO and Hindustan Zinc Workers Federation for HZL, and are affiliated with national trade unions such as the Indian National Trade Union Congress. We believe that relations with our employees and unions are good, though we have in the past and may in the future experience strikes and industrial actions or disputes. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our operations are subject to operating risks that could result in decreased production, increased cost of production and increased cost of or disruptions in transportation, which could adversely affect our revenue, results of operations and financial condition.”

We have a strong ongoing institutional commitment to the health and safety of our employees for achieving sustainable development in harmony with the communities and environments in which we operate. Proactively complying with and exceeding the requirements of regulatory guidelines, utilizing environment friendly technologies in our expansions and modernizations and implementing programs to support communities around our facilities are integral part of to our business strategy. Most of our mines, smelters, refineries in India and outside India are ISO 14001 and OHSAS 18001 certified. We are committed to providing a healthy and safe working environment, to promoting empowerment, commitment and accountability of our employees and to being an equal opportunity employer. We actively initiate and participate in a variety of programs to contribute to the health, education and livelihood of the people in the local communities in which we operate, including through support of schools, educational programs and centers, women empowerment programs, hospitals and health centers. We constantly seek out and invest in new technologies and operational improvements to minimize the impact of our operations on the environment, including energy conservation measures, reductions in sulphur dioxide gas and other air emissions, water conservation and recycling measures and proper residue management. We also invest in programs to promote reforestation and better agricultural practices.

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Insurance

We maintain property insurance which protects against losses relating to our assets arising from fire, business interruption, earthquakes or terrorism and freight insurance which protects against losses relating to the transport of our equipment, product inventory and concentrates. However, our insurance does not cover other potential risks associated with our operations. In particular, we do not have insurance for certain types of environmental hazards, such as pollution or other hazards arising from our disposal of waste products. The occurrence of a significant adverse event, the risks of which are not fully covered by insurance, could have a material adverse effect on our financial condition or results of operations. Moreover, no assurance can be given that we will be able to maintain existing levels of insurance in the future at the same rates. See “Item 3. Key Information -D. Risk Factors—Risks Relating to Our Business- Our insurance coverage may prove inadequate to satisfy future claims against us.”

We and our directors and officers are subject to US securities and other laws. In order to attract and retain qualified board members and executive officers, we have obtained directors’ and officers’ liability insurance. There can be no assurance that we will be able to maintain directors’ and officers’ liability insurance at a reasonable cost, or at all.

Regulatory Matters

Mining Laws

The Mines and Minerals (Development and Regulations) Act, 1957 (“MMDR Act”), the Mineral Concession Rules, 1960, as amended (“MC Rules”), and the Mineral Conservation and Development Rules, 1988, as amended (“MCD Rules”), govern mining rights and the operations of mines in India. The MCD Rules outline the procedures for obtaining a prospecting license or the mining lease, the terms and conditions of such licenses and the model form in which they are to be issued. The GoI announced the National Mineral Policy in 1993. Additionally, a draft bill has been proposed by the Ministry of Mines to amend the existing Mines and Minerals (Development and Regulation) Act, 1957, which will result in a number of changes in the existing legal regime for the mining sector.

Grant of a Mining Lease

Only the government of the applicable state may grant a mining lease. The mining lease agreement governs the terms on which the lessee may use the land for the purpose of mining operations. If the land on which the mines are located belongs to private parties, the lessee must acquire the surface rights relating to the land from such private parties. If a private party refuses to grant the required surface rights to the lessee, the lessee is entitled to inform the state government and deposit with the state government compensation for the acquisition of the surface rights. If the state government deems that such amount is fair and reasonable, the state government has the power to order a private party to permit the lessee to enter the land and carry out such operations as may be necessary for the purpose of mining. For determining what constitutes a fair amount of compensation payable to the private party, state governments are guided by the principles of the Right to Fair Compensation and Transparency in Land Acquisition Rehabilitation and Resettlement Act, 2014 or Land Acquisition Act, which generally governs the acquisition of land by governments from private individuals. In case of land owned by the government, the surface right to operate in the lease area is granted by the government upon application as per the norms of that state government. If the mining operations in respect of any mining lease results in the displacement of any persons, the consent of such affected persons, and their resettlement and rehabilitation as well as payment of benefits in accordance with the guidelines of the applicable state government, including payment for the acquired land owned by those displaced persons, needs to be settled or obtained before the commencement of the mining project. The maximum term of a mining lease is 30 years and the minimum term is 20 years. A mining lease may be renewed for further periods of 20 years or less at the option of the lessee. The MC Rules provide that if a lessee uses the minerals for its own industry, then such lessee is generally entitled to a renewal of its mining lease for a period of 20 years, unless it applies for a lesser period.

Protection of the Environment

The MMDR Act also deals with the measures required to be taken by the lessee for the protection and conservation of the environment from the adverse effects of mining. The National Mining Policy emphasises that no mining lease would be granted to any party without a proper mining plan, including an environmental plan approved and enforced by statutory authorities and which provides for controlling environmental damage, restoration of mined areas and for planting trees according to prescribed norms.

Labor Conditions

Working conditions of mine laborers are regulated by the Mines Act, 1952, as amended from time to time. The Act sets forth standards of work, including number of hours of work, leave requirements, medical examination, weekly days of rest, night shift requirements and other requirements to ensure the health and safety of mine workers.

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Royalties

Royalties on the minerals extracted or a dead rent component, whichever is higher, are payable to the relevant state government by the lessee in accordance with the MMDR Act. The mineral royalty is payable in respect of an operating mine from which minerals are removed or consumed and is computed in accordance with a prescribed formula. The GoI has been granted broad powers to modify the royalty scheme under the MMDR Act, but may not do so more than once every three years. In addition, the lessee must pay the occupier of the surface land over the mining lease an annual compensation determined by the state government. The amount depends on whether the land is agricultural or non-agricultural.

Mines Bill

The Mines (Amendment) Bill, 2011 proposes several amendments to the Mines Act, 1952, including significant enhancement to the monetary penalties and terms of imprisonment for violations.

Oil and Gas Laws

Regulation of Exploration and Production

The MoPNG is the principal regulator of oil and natural gas exploration and production in India. The MoPNG established the Directorate General of Hydrocarbons in 1993 to promote the sound management of Indian petroleum and natural gas resources with due regard to the environmental, safety, technological and economic aspects of petroleum activities. The Directorate General of Hydrocarbons is responsible for, inter alia, ensuring correct reservoir management practices, reviewing and monitoring exploratory programmes, the development plans of oil companies, and monitoring the production and the optimal utilization of gas fields.

The MoPNG oversees the Oil Industry Safety Directorate, which develops standards for safety, fire-fighting, training programs and information dissemination, and conducts periodic safety audits of all petroleum-handling facilities. It also oversees the Oil Industry Development Board, which provides financial and other assistance for the conductive development of the oil industry. The safety standards prescribed by the Oil Industry Safety Directorate, and the safety regulations prescribed by the Directorate General of Mines Safety in respect of onshore petroleum mining installations, must be complied with.

The Oilfields (Regulation and Development) Act, 1948

Oil and natural gas exploration activities are governed by The Oilfields (Regulation and Development) Act, 1948. This legislation provides for the regulations of oilfields and for the development of mineral oil resources, including natural gas and petroleum. The Oilfields (Regulation and Development) Act empowers the GoI to frame rules on the granting of mining leases and petroleum exploration or prospecting licenses, the conservation and development of mineral oils, the production of oil, and the regulation of oilfields.

Petroleum Exploration Licence and Petroleum Mining Lease under the Petroleum and Natural Gas Rules, 1959

The Petroleum and Natural Gas Rules provide the framework for the granting of petroleum exploration licenses and petroleum mining leases. Rule 4 of the Petroleum and Natural Gas Rules prohibits the prospecting or exploitation of any oil or gas unless a license or lease has been granted under the Petroleum and Natural Gas Rules. A Petroleum Mining Lease entitles the lessee to an exclusive right to extract oil and gas from the relevant contract area. Petroleum Exploration Licences and Petroleum Mining Leases are granted by the MoPNG for offshore areas and by the relevant state governments, with the prior approval of the Government, for onshore areas. In 2006, the Government amended the Petroleum and Natural Gas Rules so that a licensee or lessee is now under an obligation to provide all data obtained under the licence. Such data shall be the property of the Government, provided that the licensee or lessee shall have the right to make use of such data, free of cost, for the purposes of petroleum operations under the licence or lease. The Government also has the right to disclose to the public all non-proprietary data without the consent of the licensee. The Government has the sole authority to determine what is proprietary.

The Territorial Waters, Continental Shelf, Exclusive Economic Zone and other Maritime Zones Act, 1976

The Territorial Waters, Continental Shelf, Exclusive Economic Zone and other Maritime Zones Act, 1976 regulates the exploration and exploitation of resources of the continental shelf and exclusive economic zone.

The Essential Commodities Act, 1955

The Essential Commodities Act, 1955 makes provisions controlling the production, supply and distribution of certain essential commodities, which include petroleum and petroleum products.

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The Petroleum Act, 1934 read with the Petroleum Rules, 2002

The Petroleum Act, 1934 provides that no person shall produce, refine, blend, store or transport petroleum except in accordance with the rules framed by the GoI under the Petroleum Act, 1934. The Petroleum Rules, 2002 now regulate these activities.

The Petroleum and Natural Gas Regulatory Board Act, 2006

The Petroleum and Natural Gas Regulatory Board Act, 2006 provides for the establishment of the Petroleum and Natural Gas Regulatory Board. The board regulates the refining, processing, storage, transportation, distribution, marketing and sale of petroleum products and natural gas (excluding production of crude oil and natural gas). It strives to protect the interests of consumers and entities engaged in specific activities relating to petroleum, petroleum products and natural gas and to ensure uninterrupted and adequate supply of petroleum, petroleum products and natural gas in all parts of the country and to promote competitive markets.

The Petroleum and Minerals Pipelines (Acquisition of Right of User in Land) Act, 1962

The Petroleum and Minerals Pipelines (Acquisition of Right of User in Land) Act, 1962 provides the framework governing the acquisition of right of user in land for laying pipelines for the transportation of petroleum and minerals and other matters connected therewith. This law is limited to the acquisition procedure, restrictions on use of land and compensation payable to the persons interested in the land.

New Exploration Licensing Policy

The MoPNG recently announced the New Exploration Licensing Policy (“NELP-X”), with 46 blocks on offer covering an area of 166,053 sq. kms across a mix of onshore, shallow water and deep water prospects. The GoI had constituted a committee to review the production sharing contracts scheme in petroleum industry. The committee has submitted its report proposing a shift in fiscal regime from the production sharing contracts scheme to a production-linked revenue sharing mechanism, citing benefits such as enhanced transparency and reduced intervention from the government in routine E&P activities. At the time of this writing, the production sharing contracts scheme continues to be the fiscal regime, with NELP-X on hold pending resolution of these issues.

Exploration Policy

The GoI has formulated a draft Uniform Licensing Policy under which, in the future, acreages will be awarded under a uniform license and will cover all types of hydrocarbons. The initiative provides policy clarity on the exploration and production of different kinds of hydrocarbons found in same area. Earlier in 2013, the GoI provided clarity on its exploration policy in development blocks, allowing for contractors to further explore mining lease areas after the expiration of the exploration period. The GoI approved the policy on the exploration and production of shale gas under the nomination regime. The policy for shale gas exploration under other production sharing contracts (NELP and pre-NELP) is currently being put together.

Early Monetization of Discoveries

In October 2013, the MoPNG issued policy guidelines on the Integrated Development Plan (“IDP”) to ensure that existing and new hydrocarbon discoveries are brought to production as soon as possible. The policy enables operators to submit an IDP for multiple discoveries and to sell hydrocarbons from those discoveries pending final approval of the field development plan. This will enable contractors to commit significant risk capital to develop the required infrastructure in a timely manner and achieve optimal development of reservoirs.

Regulations pertaining to our oil and gas blocks located in Sri Lanka and South Africa

Petroleum Resources Act - Sri Lanka

The Petroleum Resources Act provides for the grant of a license for exploration, development and production of petroleum in Sri Lanka. Under the said Act, the Government of Sri Lanka has executed a Petroleum Resources Agreement and a license has been granted to Cairn Lanka (Pvt) Limited to explore and exploit petroleum.

Petroleum Resources Development Act - South Africa

The Mineral and Petroleum Resources Development Act is the law governing exploitation of minerals and petroleum in South Africa. An exploration license has been granted to Cairn South Africa Pty Limited for exploration of petroleum resources in South Africa under the law. Petroleum Agency SA is the nodal agency for all approvals.

Environmental Laws

Our business is subject to environmental laws and regulations. The applicability of these laws and regulations varies from operation to operation and depends on jurisdiction in which we operate. Our operations require environmental and other permits covering, amongst other things, water use and discharges, stream diversions, solid waste disposal and air and other emissions. Major environmental laws applicable to our operations include The Environment (Protection) Act, 1986, Forest (Conservation)

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Act, 1980, or Forest Act and the Forest Conservation Rules, 2003, Hazardous Wastes (Management and Handling) Rules, 1989, Water (Prevention and Control of Pollution) Act, 1974, Water (Prevention and Control of Pollution) Cess Act, 1977, Air (Prevention and Control of Pollution) Act, 1981, The Coal Mines (Nationalization) Act, 1973, or Coal Nationalization Act, Coking Coal Mines (Nationalization) Act, 1972, Coal Mines (Taking Over of Management) Act, 1973, Coking Coal Mines (Emergency Provision) Act, 1971, Coal Bearing Areas (Acquisition and Development) Act, 1957, Coal Mines (Conservation and Development) Act, 1974 and the New Coal Distribution Policy, 2007.

The Environmental Protection Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981 provide for the prevention, control and abatement of pollution. Pollution control boards have been set up in states in India to exercise the powers under these statutes to prevent and control pollution. Companies must obtain the clearance of state pollution control boards before emitting or discharging effluents into the environment.

In case the project value exceeds Rs. 1 billion for a new project or Rs. 500 million for the expansion of existing oil and gas exploration and production project, the project also requires the approval of the MoEF.

The Hazardous Waste (Management and Handling) Rules, 1989 define waste oil and oil emulsions as hazardous wastes and impose an obligation on each occupier and operator of any facility generating hazardous waste to dispose of such hazardous wastes properly. It also imposes obligations in respect of the collection, treatment and storage of hazardous wastes. Each occupier and operator of any facility generating hazardous waste is required to obtain an approval from the relevant state Pollution Control Board for collecting, storing and treating the hazardous waste.

In addition, the Merchant Shipping Act, 1958 provides for liability in respect of loss or damage caused outside the ship by contamination resulting from the escape or discharge of oil from the ship, wherever such escape or discharge occurs.

Power Sector

Licencing Requirements

Under the Electricity Act, 2003 (“Electricity Act”), the transmission, distribution of, and trading in electricity require licences from the appropriate Central or State Electricity Regulatory Commissions (respectively, “CERCs” and “SERCs”, and collectively, “ERCs”), unless exempted. The Tariff Policy, 2006 requires all procurement of power after January 6, 2006 to be through the bidding route. The CERC (Terms and Conditions of Tariff) Regulations, 2009, or Tariff Regulations, apply where a tariff for a generating station or unit (other than those based on non-conventional energy sources) and transmission system is yet to be determined by CERC. In compliance with the Electricity Act, the GoI announced the National Electricity Policy in February 2005. The Electricity Act requires CEA to frame a National Electricity Plan once in five years and revise such plan from time to time in accordance with the National Electricity Policy.

Mega Power Projects

Under the Mega Power Policy introduced by the MoP on November 10, 1995 and amended on December 14, 2009, power projects which meet certain criteria are eligible to be classified as mega power projects.

Ultra Mega Power Projects

With the aim of meeting India’s significant power requirements, the GoI proposed the construction of Ultra Mega Power Projects or UMPPs in 2006. The award of the projects is based on competitive bidding processes, with the amount of normalised tariff for 25 years being a significant factor in their selection.

Employment and Labor Laws

We are subject to various labor, health and safety laws which govern the terms of employment of our laborers at our mining and manufacturing facilities, their working conditions, the benefits available to them and the general relationship between our management and such laborers. These include the Industrial Disputes Act, 1947, Factories Act, 1948, Contract Labor (Regulation and Abolition) Act, 1970, Employee State Insurance Act, 1948, Payment of Wages Act, 1936, Minimum Wages Act, 1948, Workmen’s Compensation Act, 1923, Payment of Gratuity Act, 1972, Payment of Bonus Act, 1965, and Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

Other Laws

The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, or Land Acquisition Act

The Land Acquisition Act was notified with effect from 1 January 2014. The law replaces the 120 year old legislation the Land Acquisition Act, 1894 and is a unified legislation for acquisition of land and adequate rehabilitation mechanisms for all affected persons. As per the provisions of the Land Acquisition Act, the central government or appropriate state government is empowered

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to acquire any land from private persons for ‘public purpose’ subject to payment of compensation to the persons from whom the land is so acquired. There is also a mandatory requirement under the Act for Social Impact Assessment accompanying every land acquisition, to consider the social costs and benefits arising of such acquisition and a participative process has been prescribed for such acquisition by imposing the condition of obtaining consent of the requisite majority i.e. prescribed under the Act i.e. consent of up to 80% of people whose land is acquired for private projects and of 70% of the landowners in the case of public-private partnership projects and discussions and objections at every stage of the acquisition proceedings. It also provides for compensation as high as four times more than the existing practice in rural areas and two times in urban areas.

Companies Act, 1956 and Companies Act, 2013

The Companies Act, 2013 to replace the Companies Act, 1956 which curently governs the formation, financing, functioning and winding up of companies, received assent in August 2013 and the 470 section legislation has been partially notified. The Companies Act, 2013 seeks to consolidate and amend the law relating to the companies and intends to improve corporate governance and to further strengthen regulations for corporates. The major features introduced by the 2013 Act include formulation of a corporate social responsibility policy and spending towards such activities, increased responsibility of independent directors and setting up of a National Financial Reporting Authority. Some new concepts such as one-person company, small companies, dormant company, class action suits, and registered valuers have also been included.

C. Corporate Structure

The following diagram summarizes the corporate structure of our consolidated group of companies and our relationship with Vedanta and other key entities as of March 31, 2014:

(1) Volcan is owned and controlled by the Trust. Conclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. As a result, shares beneficially owned by Volcan may be deemed to be beneficially owned by the Trust and, in turn, by Conclave. The beneficiaries of the Trust are members of the Agarwal family, who are related to Mr. Anil Agarwal. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our Chairman Emeritus, as protector of the Trust, may be deemed to have deemed beneficial ownership of shares that are beneficially owned by the Trust.

(2) We have exercised the second call option to acquire the GoI’s remaining ownership interest in HZL although the exercise is currently subject to dispute. See “- B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information.

(3) We have exercised our option to acquire the remaining 49.0% of BALCO owned by the GoI on March 19, 2004. The exercise of this option has been contested by the GoI. The GoI has the right and has expressed an intention to sell 5.0% of BALCO to BALCO employees. See “—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information.

The principal members of our consolidated group of companies are as follows:

1. Sesa Sterlite. The company was originally incorporated in Goa on February 5, 1954 under the Portuguese Commercial Code as a private limited company on June 25, 1965 under the name “Sesa Goa Private limited” under the Companies Act 1956. It became a public limited company on April 16, 1981 pursuant to fresh certificate of incorporation issued by the Registrar of Companies, Goa, Daman and Diu. Thereafter the name of the company was changed from “Sesa Goa Limited” to “Sesa Sterlite Limited” pursuant to a fresh certificate of incorporation issued by the Registrar of Companies on September 18, 2013 pursuant to the Re-organization Transactions. Our ADSs are listed on the NYSE. Vedanta, through its subsidiaries, owned 58.29 % of our issued share capital as on March 31, 2014, and controls our management. The remainder of our share capital is held by Bhadram Janhit Shalika (previously known as the SIL Employees Welfare Trust), Franklin Templeton Investment Funds, Life Insurance Corporation of India and other institutional and public shareholders (41.7%).

2. BALCO. BALCO is incorporated in New Delhi, State of Delhi, India and is headquartered at Korba in the State of Chhattisgarh. We own 51.0% of BALCO’s share capital and have management control of the company. The GoI owns the remaining 49.0%. We exercised an option to acquire the GoI’s remaining ownership interest in BALCO on March 19, 2004, which has been contested by the GoI. Further, the GoI retains the right and has expressed an intention to sell 5.0% of BALCO to BALCO employees. See “—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information. BALCO owns and operates our aluminium business.

3. HZL. HZL is incorporated in Jaipur, State of Rajasthan, India and is headquartered in Udaipur in Rajasthan. HZL is listed on the NSE and BSE. We own 64.9% of HZL’s share capital through our wholly-owned subsidiary SOVL. SOVL was merged into SIIL with effect from April 1, 2011 pursuant to a merger approved by the Hon’ ble Madras High Court. The remainder of HZL’s share capital is owned by the GoI (29.5%) and institutional and public shareholders and employees of

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HZL (5.6%). We have management control of HZL, which owns and operates our zinc business, and a call option to acquire the GoI’s remaining ownership interest at a fair market value to be determined by an independent appraiser. We have exercised the second call option to acquire the GoI’s remaining ownership interest in HZL although the exercise is currently subject to dispute. See “- B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information.

4. Cairn India: Our oil and gas business is owned and operated by Cairn India and its subsidiaries. On January 9, 2007, Cairn India was listed on the NSE and BSE. Vedanta acquired 58.5% of the fully diluted share capital of Cairn India from Cairn Energy Plc on December 8, 2011, and Vedanta’s shareholding in Cairn India was transferred to us pursuant to the Re-organization Transactions. As of March 31, 2014, our total ownership interest in Cairn India was 58.9%. Cairn India’s head office is located in Gurgaon New Delhi. We have offices in India including in Andhra Pradesh, Gujarat, Rajasthan, Tamil Nadu, Colombo and London. We are primarily engaged in the business of exploration, development and production of crude oil, gas and related by-products.

5. Sterlite Infra Limited. Sterlite Infra Limited was incorporated on June 25, 1999, state of Maharashtra, India, and its registered office is located in Tuticorin, State of Tamil Nadu. Sterlite Infra Limited is our wholly owned subsidiary. During fiscal year 2011, Sterlite Infra Limited acquired the zinc business of Anglo American Plc which included the acquisition of 100.0% stake in Skorpion, which owns the Skorpion mine and refinery in Namibia, a 74.0% stake in BMM, which owns the Black Mountain mine and the Gamsberg Project, in South Africa and a 100.0% stake in Lisheen which owns the Lisheen mine in Ireland.

6. Skorpion. Skorpion, previously Anglo Base Namibia Holdings (Proprietary) Limited, previously Ambase Exploration (Namibia) Proprietary Limited was incorporated on June 16, 1998. The company has its headquarters at the Skorpion Zinc mine site, which is situated 25 km north of Rosh Pinah Namibia. The company’s registered office is situated at 24 Orban Street, Klein Windhoek, Namibia. The company holds the entire share capital in the following companies: Skorpion Zinc (Proprietary) Limited, Namzinc Proprietary Limited and Skorpion Zinc (Proprietary) Limited is an investment holding company, holding the entire share capital in Namzinc and Skorpion. Namzinc operates a zinc refinery, who procures oxide zinc ore from Skorpion, who in turn extracts the ore from an open pit zinc deposit.

7. BMM. BMM is an underground mining operation located at Aggeneys in the Northern Cape. It produces zinc, lead and copper concentrates which are sold both locally and exported to international customers through the Saldanha harbour. The zinc mine at Black Mountain is an underground operation, mining a polymetallic ore body, with an attached concentrator producing approximately 28,000 tons of zinc, 38,000 tons of lead, 6,800 tons of copper and 46 tons of silver in concentrate, annually. Exxaro Resources (through its wholly owned subsidiary, Exxaro Base Metals & Industrial Mineral Holdings (Pty) Ltd) holds the remaining 26.0% interest in BMM. The predominant mining method is ramp in stope cut and fill. The planned production rate is 1.8 mmtpa plant feed and the share hoisting capacity is approximately 150,000 tpm. All production stopes are backfilled and waste filled, integrated into the mining sequence.

8. Vedanta Lisheen Holdings Limited: Lisheen is located in County Tipperary in Ireland, 160 km SW of Dublin, Republic of Ireland Lisheen is a world-class zinc operation, consisting of an underground mine, concentrator and backfill plant, producing approximately 151,000 tons of zinc in concentrate annually. In addition, Lisheen produces 21,000 tons of lead concentrate annually. The Lisheen zinc deposit is located in the Rathdowney Trend, which comprises sedimentary rocks, mainly limestone, which were formed approximately 320 million years ago. The mine commenced production in 1999, following a successful development partnership between Minorco (merged with Anglo American in 1999) and Ivernia West. Anglo American subsequently acquired Ivernia’s stake in 2003 to gain 100% ownership. Lisheen mine extracts lead and zinc ore from underground, processes this into zinc and lead concentrates and sells these concentrates to smelters and customers in Europe, Asia, North Africa and the US. The deposit was discovered in 1990 and construction commenced in 1997 and in late 1999 production commenced from the two main ore bodies. The production from third ore body was commenced in 2006. The average depth is approximately 190 meters below surface and as pre current planning and financial forecasts the end of production is scheduled to 2015.

9. MALCO Energy Limited: MALCO was incorporated in Mettur, Tamil Nadu. MALCO’s equity shares were listed and traded on the NSE and BSE, and were subsequently delisted on June 19, 2009. Vedanta, through Twin Star and Welter Trading held 94.8% of MALCO’s share capital and controls the management. The remaining 5.4% ownership interest in MALCO is held by public shareholders. Pursuant to the Re-organization Transactions, MALCO merged with and into us through the issue of our shares to the shareholders of MALCO on a 7 for 10 basis. MALCO’s power business was sold to Vedanta Aluminium for a cash consideration of Rs. 1,500 million ($25 million), which is now renamed as MALCO Energy Limited.

10. Talwandi Sabo Power Ltd: TSPL was incorporated as a special purpose vehicle by Punjab State Power Corporation Limited for development of 1980 MW on build-own-operate basis. TSPL has a 1,980 MW coal based thermal power plant facility (comprising of three units of 660 MW each) in Mansa in the state of Punjab. We have budgeted approximately Rs. 115,460 million ($1,924.3 million) cost of the project.

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The key entities that control us are as follows:

1. Volcan. Volcan holds 62.3% of the share capital and 69.6% of the voting rights of Vedanta. Volcan is 100% owned and controlled by the Trust. Conclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our Chairman, is the protector of the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. See “- Vedanta.” Vedanta is the beneficial owner of 1,819,099,602 equity shares of the Company, consisting of:

(ii) 1,235,726,219 equity shares and 24,823,177 ADSs held by Twin Star representing 99,292,708 underlying equity shares;

(iii) 401,496,480 equity shares held by Finsider;

(iv) 44,343,139 equity shares held by Westglobe; and

(v) 38,241,056 equity shares held by Welter Trading.

Volcan is the majority shareholder of Vedanta, which is the sole shareholder of VRHL, which is the sole shareholder of each of Twinstar and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter Trading and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider.

Volcan is wholly owned by the Trust. Conclave is the trustee of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Related Parties—Vedanta.” As a result of this agreement, Mr. Anil Agarwal disclaims any such beneficial ownership of the shares.

D. Property, Plant and Equipment

See “- B. Business Overview—Our Business—Our Copper Business—Principal Facilities,” “- B. Business Overview—Our Business—Our Zinc Business—Principal Facilities” “- B. Business Overview—Our Business—Our Aluminium Business—Principal Facilities.” and “- B. Business Overview—Our Business—Our Zinc International Business—Principal Facilities.”

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our business, financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. Some of the statements in the following discussion are forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this Annual Report. Our consolidated financial statements and the financial information discussed below have been prepared in accordance with IFRS as issued by the IASB.

Overview

We are a diversified natural resource company engaged in exploring, extracting and processing minerals and oil and gas. We produce zinc, lead, silver, oil and gas, copper, aluminium, iron ore and commercial power and have a presence across India, South Africa, Namibia, Ireland, Australia, United Arab Emirates, Liberia and Sri Lanka. We have experienced significant growth in recent years through various expansion projects, acquisition of our zinc and aluminium businesses in 2002 and 2001 respectively, through the GoI’s disinvestment programs, the acquisition of the zinc business of Anglo American Plc in Namibia, South Africa and Ireland in fiscal year 2011 and by successfully growing our acquired businesses. We have further strengthened our presence across commodities further through an all share merger with Sesa Goa in August 2013 through the Re-organization Transactions. We believe our experience in operating and expanding our business in India will allow us to capitalize on attractive growth opportunities arising from India’s large mineral reserves, relatively low cost of operations and large and inexpensive labor and talent pools.

Our revenue and operating profit increased from Rs. 598,116 million and Rs. 107,525 million in fiscal year 2012 to Rs. 722,303 million and Rs. 129,511 million in fiscal year 2013, respectively representing an increase of 20.8% and 20.4% respectively and further increased to Rs. 725,243 million ($ 12,087.4 million) and Rs. 127,528 million ($ 2,125.5 million) in fiscal year 2014, respectively representing an increase of 0.4% in revenue and a decrease of 1.5% in the operating profit compared to the previous year.

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The following tables are derived from our selected consolidated financial data and set forth:

• the revenue from external customers for each of our business segments as a percentage of our revenue on a consolidated basis;

• the operating profit for each of our business segments as a percentage of our operating profit on a consolidated basis; and

• the segment profit for each of our business segments as a percentage of our segment profit on a consolidated basis.

	For the Year Ended March 31,
	2012			2013			2014
	(in percentages)
Revenue:
Zinc – India		18.6			17.1			18.2
Zinc – International		6.9			6.0			5.5
Oil & Gas		7.5			24.3			25.8
Iron Ore		14.8			3.6			2.3
Copper		33.7			30.1			28.4
Aluminium		13.7			13.7			14.9
Power		4.4			4.7			4.8
Other		0.4			0.5			0.1
Total		100.0			100.0			100.0
Operating Profit:
Zinc – India		50.3			45.1			48.4
Zinc – International		5.6			3.9			1.9
Oil & Gas		15.7			38.9			42.3
Iron Ore		21.5			(0.1	)		(4.3	)
Copper		7.2			6.6			7.0
Aluminium		(2.4	)		0.8			3.9
Power		2.2			4.9			1.2
Other		(0.1	)		(0.1	)		(0.4	)
Total		100.0			100.0			100.0
Segment Profit(1):
Zinc – India		35.2			26.0			27.2
Zinc – International		10.3			6.4			5.1
Oil & Gas		20.0			52.1			55.1
Iron Ore		20.3			1.8			(1.1	)
Copper		5.9			4.4			4.5
Aluminium		4.6			4.6			6.4
Power		3.7			4.7			2.9
Other		—			—			(0.1	)
Total		100.0			100.0			100.0

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Note:

(1) Segment profit is presented as required by IFRS 8 and is calculated by adjusting depreciation and amortization from operating profit. Our segment profit may not be comparable to similarly titled measures reported by other companies due to potential inconsistencies in the method of calculation. We have included our segment profit because we believe it is an indicative measure of our operating performance and is used by investors and analysts to evaluate companies in our industry. Our segment profit should be considered in addition to, and not as a substitute for, other measures of financial performance and liquidity reported in accordance with IFRS as issued by the IASB. We believe that the inclusion of supplementary adjustments applied in our presentation of segment profit are appropriate because we believe it is an indicative measure of our baseline performance as it excludes certain charges that our management considers to be outside of our core operating results. In addition, our segment profit is among the primary indicators that our management uses as a basis for planning and forecasting of future periods. The following table reconciles operating profit to segment profit for the periods presented:

	For the Year Ended March 31,
	2012			2013			2014			2014
	(recast)			(recast)
	(Rs. in millions)			(Rs. in millions)			(Rs. in millions)			(US dollars in millions)
Zinc India:
Operating profit		54,060			58,341			61,696			1,028.3
Plus: Depreciation and amortization		5,236			5,886			6,946			115.8
Segment profit		59,296			64,227			68,642			1,144.0
Zinc International:
Operating profit		6,008			5,078			2,484			41.4
Plus: Depreciation and amortization(1)		11,359			10,634			10,345			172.4
Segment profit		17,367			15,712			12,829			213.8
Oil & Gas:
Operating profit		16,887			50,370			53,942			899.0
Plus: Depreciation, depletion and amortization		16,938			78,132			85,511			1,425.2
Segment profit		33,825			128,502			139,453			2,324.2
Iron Ore:
Operating profit/(loss)		23,115			(77	)		(5,476	)		(91.2	)
Plus: Depreciation and amortization		11,114			4,607			2,776			46.2
Segment profit/(loss)		34,229			4,530			(2,700	)		(45.0	)
Copper:
Operating profit		7,765			8,517			8,876			147.9
Plus: Depreciation and amortization		2,173			2,351			2,553			42.6
Segment profit		9,938			10,868			11,429			190.5
Aluminum:
Operating profit/(loss)		(2,585	)		960			4,979			83.0
Plus: Depreciation and amortization(2)		10,327			10,325			11,152			185.9
Segment profit		7,742			11,285			16,131			268.9
Power:
Operating profit		2,335			6,393			1,494			24.9
Plus: Depreciation and amortization		3,964			5,158			5,935			98.9
Segment profit		6,299			11,551			7,429			123.8
Others:
Operating profit/(loss)		(60	)		(71	)		(467	)		(7.8	)
Plus: Depreciation and amortization		—			10			210			3.6
Segment profit/(loss)		(60	)		(61	)		(257	)		(4.2	)

(1) Includes impairment charge of Rs. 2,873 million ($ 47.9 million) in the fiscal year 2014

(2) Includes impairment charge of Rs. 668 million ($ 11.1 million) in the fiscal year 2014

(3) The consolidated statement of profit or loss for the period ended March 31, 2010, 2011, 2012 and 2013 have been retroactively adjusted (“recast”) to give effect of common control transactions. See Notes 1 and 3 (D) to the consolidated financial statements.

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Consolidation and re-organization of Sesa Goa, SIIL, Vedanta Aluminium, Sterlite Energy and MALCO to form Sesa Sterlite and transfer of Vedanta’s shareholding in Cairn India to Sesa Sterlite

On February 25, 2012, Vedanta announced an all-share merger of Sesa Goa and Sterlite to create Sesa Sterlite and to effect the consolidation and simplification of Vedanta’s corporate structure through the “Re-organization Transactions” consisting of the “Amalgamation and Re-organization Scheme” and the “Cairn India Consolidation”. On August 17, 2013, Re-organization Transactions became effective and the name of the merged entity was changed to Sesa Sterlite Limited with effect from September 18, 2013.

On August 19, 2013, Sesa Goa furnished to the SEC a notice, as required under Rule 12g-3(f) under the Exchange Act which provided that Sesa Goa was the successor issuer to SIIL under the Exchange Act. Further, the equity shares of Sesa Goa with a par value of Re. 1 each, would be traded in the United States in the form of ADSs, where each ADS would represent four equity shares of Sesa Goa and such ADSs would be deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(a) under the Exchange Act. The ADSs of Sesa Goa were registered for trading on the NYSE on September 13, 2013. On September 23, 2013, Sesa Goa submitted to the SEC that the name of Sesa Goa Limited was changed to Sesa Sterlite Limited following the approval from the Registrar of Companies, Goa on September 18, 2013.

The Amalgamation and Re-organization Scheme

The Amalgamation and Re-organization Scheme was made effective in the month of August 2013. In accordance with the Amalgamation and Re-organization Scheme

(i) SIIL merged with and into Sesa Goa (which has been renamed as Sesa Sterlite) through the issue of Sesa Goa shares to SIIL shareholders (other than MALCO) on a 3 for 5 basis resulting in the issue of 1,944,874,125 Sesa Goa shares to SIIL shareholders. The holders of SIIL ADSs received 3 Sesa Goa ADSs for every 5 existing SIIL ADSs. The outstanding convertible bonds have become convertible bonds of Sesa Goa with equivalent rights and obligations;

(ii) MALCO’s power business was sold to Vedanta Aluminium for cash consideration of Rs. 1,500 million;

(iii) MALCO merged with and into Sesa Goa through the issue of Sesa Goa shares to the shareholders of MALCO on a 7 for 10 basis, resulting in the issue of 78,724,989 Sesa Goa shares to the shareholders of MALCO and therefore MALCO’s holding in SIIL was cancelled;

(iv) Sterlite Energy merged with and into Sesa Goa for no consideration;

(v) Vedanta Aluminium’s aluminium business merged with and into Sesa Goa for no consideration; and

(vi) Through a separate but concurrent amalgamation under Indian and Mauritian law, Ekaterina Limited, a Mauritian company and a wholly owned subsidiary of Vedanta which held Vedanta’s 70.5% ownership interest in Vedanta Aluminium, merged with and into Sesa Goa. SIIL held the remaining 29.5% of the shares of Vedanta Aluminium and upon this concurrent amalgamation scheme becoming effective, Vedanta Aluminium became a wholly-owned subsidiary of Sesa Sterlite.

Subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Judicature of Bombay at Goa was filed before the Supreme Court of India by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs. Further, a creditor and a shareholder have challenged Amalgamation and Re-organization Scheme in the High Court of Madras. The said petitions are pending for hearing and admission.

Cairn India Consolidation

Pursuant to the share purchase agreement, dated February 25, 2012 between BFL, a wholly owned subsidiary of Sesa Goa and VRHL, BFL acquired 38.68% shareholding in Cairn India and an associated debt of $5,998 million by way of acquisition of TEHL, for a nominal cash consideration of $1. With effect from August 26, 2013, TEHL, TMHL and Cairn India (including all of its subsidiaries) are now subsidiaries of the Sesa Goa. As a result, Sesa Sterlite held 58.76% of the total shareholding of Cairn India as of August 26, 2013.

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Acquisition of Power Assets

Through a slump sale agreement dated August 19, 2013 between Vedanta Aluminium and Sesa Goa, the power business consisting of 1,215 MW thermal power facility situated at Jharsuguda and 300 MW co-generation facility (90MW operational and 210 MW under development) at Lanjigarh, was purchased by the Company at a consideration of Rs. 28,929 million ($482.2 million).

Factors Affecting Results of Operations

Our results of operations are primarily affected by commodity prices, realization discount to Brent, our cost of production, our production output, government policy in India and exchange rates.

Metal and Oil Prices, Copper TcRc and Power Tariff

Overview

Our results of operations are significantly affected by the commodity prices of natural resources that we produce, which are based on LME / London Bullion Market Association prices in our zinc and aluminium businesses, other benchmark prices in our oil, gas and iron ore businesses and by the TcRc of copper in our copper business. The TcRc of copper, the commodity prices of the metals that we produce and the benchmark price of oil, gas and iron ore can fluctuate significantly as a result of changes in the supply of and demand for zinc, lead, silver, oil, gas, iron ore, copper and aluminium among others. While natural resources producers are unable to influence the market rate of the TcRc or commodity prices directly, events such as changes in smelting or commodity production capacities, temporary price reductions or other attempts to capture market share by individual natural resources producers including our consolidated group of companies, may have an effect on market prices. Moreover, the prices realized by us can, to some extent, be affected by the particular terms we are able to negotiate for the contractual arrangements we enter into with buyers. Price variations and market cycles, have historically influenced, and are expected to continue to influence our financial performance.

During the year ended March 31, 2014, the decline in commodity prices adversely impacted our revenue and operating profit. During fiscal year 2014, average prices fell by 1.9% for zinc, 1.0% for lead, 29.8% for silver, 2.3% for Brent, 9.6% for copper and 10.2% for aluminium.

Global growth and commodity demand remains volatile and emerging markets continue to be the key drivers of growth. We are well positioned to capitalize on emerging market growth with a significant portion of our assets in India and Africa. With favorable demographics and urbanization driving consumption growth in India, we are well placed to meet the growing demand. For a further discussion of global market and economic conditions and the risks to our business, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Investments in Indian Companies, Global Economic Conditions and International Operations—Global economic conditions have been unprecedented and challenging and have had, and continue to have, an adverse effect on the Indian financial markets and the Indian economy in general, which has had, and may continue to have, a material adverse effect on our business, our financial performance and the prices of our equity shares and ADSs.”

Zinc and Aluminium

The revenue of our zinc and aluminium businesses fluctuate based on the volume of our sales and the respective LME prices of zinc, lead and aluminium and the London Bullion Market Association price of silver. Our zinc business is fully integrated and its profitability is dependent upon the difference between the LME price of zinc and lead, London Bullion Market Association price of silver and our cost of production, which includes the costs of mining and smelting. For the portion of our aluminium business where the bauxite is sourced from BALCO’s own bauxite mines, profitability is dependent upon the LME price of aluminium less our cost of production, which includes the costs of bauxite mining, transportation costs, the refining of bauxite into alumina and the smelting of alumina into aluminium. For the portion of our aluminium business where alumina is sourced from third parties, profitability is dependent upon the LME price of aluminium less the cost of the sourced alumina and our cost of production.

During the year ended March 31, 2014, 73.8% of BALCO’s alumina requirement and 71.8% of our Orissa Aluminium business’ alumina requirement were imported from third parties, with the rest supplied by our Lanjigarh alumina refinery. The following table sets forth the daily average zinc and aluminium LME prices for each of the last three fiscal years:

	For the Year Ended March 31,
	2012		2013		2014
	(in US dollars per ton/ounce)
Zinc LME		2,098		1,948		1,909
Aluminium LME		2,313		1,974		1,773
Lead LME		2,269		2,113		2,092
Silver London Bullion Market Association *		35.3		30.5		21.4

* silver is denominated in $/ ounce

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Crude oil and natural gas

Movements in the price of crude oil and discounts to oil prices based on quality parameters significantly affect Cairn India’s results of operations and declines in crude oil prices may adversely affect our revenues and profits. Historically, international prices for oil have been volatile and have fluctuated widely due to many factors that are beyond our control, including, but not limited to overall economic conditions, supply and demand dynamics for crude oil and natural gas, political developments, the ability of petroleum producing nations to set and maintain production levels and prices, the price and availability of other energy sources and weather conditions. Lower oil prices may also reduce the economic viability of planned projects planned or those in early stages of development. In addition, a fall in the price of oil may result in the impairment of higher cost reserves and other assets which may result in decreased earnings or losses.

The following table sets out the average price of Brent, an international benchmark oil blend, according to US Energy Information Administration, for the fiscal years ended March 31, 2012, 2013 and 2014:

	For the Year Ended March 31,
	2012		2013		2014
	($ per barrel)
European Brent		114.6		110.0		107.5

Realization discount to Brent

The prices of various crude oil are based upon the price of the key benchmark crude oil such as Dated Brent, West Texas Intermediate, and Dubai/Oman. The crude oil prices move based upon market factors such as demand and supply. The regional producers price their crude oil on a premium or discount over the benchmark crude oil based upon differences in quality and competitiveness of various grades.

For Rajasthan and Cambay blocks, the crude oil is benchmarked to Bonny Light, a West African low sulphur crude oil that is frequently traded in the region, with appropriate adjustments for crude quality. The implied crude price realization generally lies within the stated guidance of 8% - 13% discount to Dated Brent for Rajasthan and 5% - 10% for Cambay, due to the prevailing oil market conditions. Dated Brent reflects the values of North Sea cargo loading within the next 10-25 days, it incorporates the Brent, Forties, Oseberg and Ekofisk crude oil with the most competitive grade setting the price. European Brent spot prices and dated prices are almost similar.

Ravva crude is benchmarked to Tapis & Minas crude grades (South Asian crudes) and price realization in general is higher than Dated Brent. The crude oil price benchmarks are based on crude oil sales agreement.

Movements in the discount range affect our revenue realization and any increase in quality differentials may adversely impact our revenues and profits.

Iron Ore

The revenue of the iron ore business fluctuates based on the volume of sales and the market price of iron ore. We sell iron ore under long-term price contracts as well as under ruling spot prices. The prices for iron ore are significantly dependent on the global and regional imbalances between the demand for and supply of iron ore, worldwide steel-making capacity and transportation costs. Long-term contract prices fluctuate based on the expected supply and demand of iron ore and the expected steel-making capacity for a period exceeding one year or more, whereas spot prices fluctuate based on short term imbalances between demand and supply. Every quarter, Vale, Rio Tinto and BHP Billiton negotiate with major steel manufacturers and set a benchmark price based on which other countries determine the price for their iron ore. The profitability of the iron ore business is dependent on its selling price, grade and cost of production which includes cost of extracting, processing iron ore and royalty. As of March 31, 2014, we have issued four force majeure letters with respect to four of its long-term ore selling contracts, and all of our remaining long-term iron ore selling contracts have expired.

The following table sets forth the daily average iron ore prices (62% iron) for each of the last three years:

	For the Year Ended December 31,
	2011		2012		2013
Iron Ore
China Imported Iron Ore Fines (62% iron, cost and freight Tianjin Port)	$	167.6	$	128.3	$	135.3

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Copper

The revenue of our copper business fluctuates based on the volume of our sales and the LME price of copper. However, as our copper business is primarily one of custom smelting and refining, with only a small percentage of our copper concentrate requirements sourced from our own mine, the profitability of our copper business is significantly dependent upon the market rate of the TcRc. We purchase copper concentrate at the LME linked price for the relevant quotational period less a TcRc that we negotiate with our suppliers but which is influenced by the prevailing market rate for the TcRc. The market rate for the TcRc is significantly dependent upon the availability of copper concentrate, worldwide copper smelting capacity and transportation costs. The TcRc that we are able to negotiate is also substantially influenced by the TcRc terms established by certain large Japanese custom smelters. The profitability of our copper business as to the portion of our copper business where we source copper concentrate from third parties, which accounted for 94.9% of our copper concentrate requirements during fiscal year 2014, is thus dependent upon the amount by which the TcRc we are able to negotiate exceeds our smelting and refining costs. The profitability of our copper operations is also affected by the prices we receive upon the sale of by-products, such as sulphuric acid and gypsum and precious metals, which are generated during the copper smelting and refining process. The prices we receive for by-products can vary significantly, including as a result of changes in supply and demand and local market factors in the location the by-product is produced. The following table sets forth the average TcRc that we have realized for each of the last three fiscal years:

	For the Year Ended March 31,
	2012		2013		2014
	(in US cents per pound)
Copper TcRc		14.5		12.8		16.6

The LME price of copper affects our profitability as to the portion of our copper business where we source copper concentrate from our own mine, which accounted for 5.1% of our copper concentrate requirements in fiscal year 2014. However, we do not expect to source any copper concentrate from our copper mine, Mt. Lyell, in the near future this mine is placed under care and maintenance since July 2014 due to a mud slide and an incident of a rock falling on the ventilation shaft recently. The following table sets forth the daily average copper LME price for each of the last three fiscal years:

	For the Year Ended March 31,
	2012		2013		2014
	(in US dollars per ton)
Copper LME		8,475		7,853		7,103

Power

Under the Indian Electricity Act, the Central Electricity Regulatory Commission or the CERC determines tariffs for the supply of electricity by a generating company. In case of shortage of electricity supply, the CERC may fix the minimum and maximum tariff for sale or purchase of electricity, pursuant to an agreement entered into between a generating company and licensees, for upto one year. Under the guidelines issued by the Ministry of Power, the determination of the tariff for a particular project depends on the mode of participation in the project (i) through signing a memorandum of understanding, based on tariff principles prescribed by CERC (cost plus basis, comprising capacity charge, energy charge, unscheduled interchange charge and incentive payments) or (ii) competitive bidding, where tariff is market based.

Our tariffs are based on the memorandum of understanding route for contracted quantity. Tariff for supply of power from our Jharsuguda power plant to GRIDCO according to the power purchase agreement is determined on the basis of principles laid down under the tariff regulation notified by the CERC. Tariff for supply of power from our Mettur power plant to the Tamil Nadu Electricity Board is determined by the energy purchase agreement with the Tamil Nadu Electricity Board. In case of our 1,980 MW thermal power plant at Talwandi Sabo, the project was setup through a tariff based competitive bidding process and therefore the capacity charges and efficiency have been determined in line with the bidding process. Fuel cost subject to quoted efficiency will be a pass-through. Further, surplus power sold to multiple customers is based on the pricing determined by demand and supply of the power markets. The average power realization price for the years ended March 31, 2013 and 2014 was Rs. 3.3 and Rs. 3.5 per unit respectively.

India Market Premium

Generally, our products in India are sold at a premium to the LME market price due to a number of factors including the customs duties levied on imports by the GoI, the costs to transport metals to India and regional market conditions. See “Government Policy.” As a result, we endeavor to sell large quantities of our products in India.

Hedging

We engage in hedging strategies to a limited extent to partially mitigate our exposure to fluctuations in commodity prices, as further described in “Item 11. Quantitative and Qualitative Disclosures About Market Risk— Quantitative and Qualitative Analysis—Commodity Price Risk.”

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Cost of Production

Our results of operations are, to a significant degree, dependent upon our ability to efficiently run our operations and maintain low costs of production. Efficiencies relating to recovery of metal from the ore, process improvements, by-product management and increasing productivity help drive our costs down. Costs associated with mining and metal production include energy costs, ore extraction and processing costs at our captive mines, labor costs and other manufacturing expenses. Cost of production also includes cost of alumina for our aluminium business.

The cost of production of copper for our custom smelting and refining operations consists of cost of converting copper concentrate into copper cathodes, but does not include the cost of copper concentrate. We purchase copper concentrate at the LME price for copper metal for the relevant quotational period less a TcRc that we negotiate with our suppliers, including with CMT, but which is influenced by the prevailing market rate for the TcRc. We attempt to make the LME price a pass through for us as both the copper concentrate purchases and sales of finished copper products are based on LME prices. The profitability of the copper custom smelting and refining business is therefore dependent upon the amount by which the TcRc that we negotiate with both external suppliers and CMT exceeds our smelting and refining costs.

Energy cost is the most significant component of the cost of production in our metal production businesses. Most of our power requirements are met by captive power plants, which are primarily coal fueled. Thermal coal, diesel fuel and fuel oil, which are used to operate our power plants, and metcoke, which is used in the zinc smelting process, are currently sourced from a combination of long term and spot contracts. Our iron ore business meets its power requirement from the grid run by the electricity department of the government and in the event the requirement of power is not satisfied through the grid, then we use generators. Our aluminium business, which has high energy consumption due to the power intensive nature of aluminium smelting operation, sources 37.3% of its thermal coal requirement from South Eastern Coal Fields Limited, a subsidiary of Coal India Limited. We entered into five-year supply agreements in 2008 for five units of 135 MW each, in 2009 for two additional units of 135 MW each and in 2014 for an additional two units of 135 MW each for the Jharsuguda 1,215 MW captive power plant. The remaining coal is sourced through open market purchases and imports. The contract entered in 2008 was further renewed in 2014 until 2018. Shortages of coal at Coal India Limited may require that a greater amount of higher priced imported coal be utilized. For example, in April 2005, a shortage of coal led Coal India Limited to reduce the amount of coal supplied to all its customers, except utilities, including BALCO, forcing BALCO to utilize higher priced imported coal.

In addition, in November 2007, we were allotted a 211.0 million ton share of a coal block by the Ministry of Coal for use in BALCO’s captive power plant. These allocated coal blocks are regarded as non-reserve coal deposits. In October 2008, the Ministry of Coal approved BALCO’s mining plan. BALCO received the environmental clearance on May 24, 2012 and the second stage forest clearance for the 211.0 million tons coal block on November 14, 2012. BALCO has received the forest diversion clearance and the rehabilitation and resettlement approval and is currently working to obtain the execution of the mining lease. Any change in coal prices on the mix of coal that is utilized, primarily whether the coal is sourced locally or imported, can affect the cost of generating power.

HZL in January 2006, as part of a consortium with five other partners, secured the award of a coal block from the Ministry of Coal of the GoI. HZL’s share of the coal block is approximately 31.5 million tons which, according to the Ministry of Coal of the GoI, are proven reserves with ash content ranging from 28.7% to 47.0% and with gross calorific value ranging from 3,865 Kcal/kg to 5,597 Kcal/kg. On June 16, 2008, the Ministry of Coal of the GoI approved the consortium’s plan for mining the coal block. The coal block is located in the Hasdev Arand coal field in the State of Chhattisgarh which is falling under moderate to dense forest. The environmental clearance and approval for the forest diversion was initially rejected by the MoEF and accordingly, a letter of rejection was issued by the state government on January 23, 2010. In February 2012, the HZL consortium resubmitted its application, which requires approval from the state government and the MoEF. On February 17, 2014, the Ministry of Coal issued a letter cancelling the coal block allocation stating that the consortium could not obtain forest clearance and also the fact that the same was rejected earlier. The action of Ministry of Coal was challenged by the consortium in the High Court of Chattisgarh and a stay order was granted on March 11, 2014.

After being denied access to the Hasdev Arand field, HZL continues to import coal from third-party suppliers. HZL has also been awarded 1.2 million tons of coal linkage by the Ministry of Coal of the GoI, which will enable it to source coal from mines of Coal India Limited (catering to approximately a quarter of its total coal requirements), although access to this coal has been stopped since April 2013. HZL’s operations source their back-up power from liquid fuel-based captive power plants or from local power companies. The liquid fuel is sourced from third-party suppliers on yearly contracts.

Further, we have obtained coal block allocations of 112.2 million tons from the Ministry of Coal, GoI to support the 2,400 MW thermal-based commercial power facility in the State of Odisha in Eastern India. These allocated coal blocks are regarded as non-reserve coal deposits. There is no significant progress on these coal block allocations.

For our zinc and iron ore business and the portions of our copper and aluminium businesses where we source the ore from our own mines, ore extraction and processing costs affect our cost of production. In our iron ore and copper businesses, the ore extraction and processing costs to produce concentrates are generally a small percentage of our overall cost of production of the finished metals. In our aluminium business, the bauxite ore extraction cost is not significant but the refining cost to produce

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alumina from bauxite ore including transportation costs represents approximately one-third of the cost of production of aluminium. In iron ore, logistics represents 25% percentage of the total cost of production in the case of exports. In addition, a significant cost of production in our zinc and iron ore business is the royalty that HZL pays on the lead-zinc ore that is mined, which royalty is a function of the LME prices of zinc and lead and the iron ore pays on extraction of iron ore at the rate declared by the Indian Bureau of Mines. See “Government Policy—Taxes, royalties and cess payments.”

In the commercial power generation business, production costs are mainly coal costs and the coal is largely sourced from the domestic market. Labor costs are principally a function of the number of employees and increases in compensation from time to time. Improvements in labor productivity in recent years have resulted in a decrease in the per unit labor costs. We outsource a majority of BALCO’s and CMT’s mining operations, a substantial portion of HZL’s and iron ore’s mining operations, Cairn India’s oil and gas operations and a limited number of functions at our copper, zinc and aluminium smelting operations to third party contractors. The operations and maintenance activities at the Jharsuguda 2,400 MW power facilities are fully outsourced to third party contractors.

Other manufacturing expenses include, among other things, additional materials and consumables that are used in the production processes and routine maintenance to sustain ongoing operations. None of these represents a significant portion of our costs of production.

Cost of production as reported for our metal products includes an offset for any amounts we receive upon the sale of the by-products from the refining or smelting processes. We present costs of production for our metal products on the following basis:(i) cost of production before by-product revenue, which represents the direct cash costs relating to production and conversion costs of metal (such as energy costs, ore extraction costs and processing costs at our captive mines, labor costs and other manufacturing expenses); excluding depreciation and finance costs, and (ii) cost of production net of by-product revenues which represents cost of production before by-product revenue offset by any amounts we receive upon sale of by-products from such operations. Offsetting by-product revenues is useful to the management and investors to compare our cost competitiveness with our peers in the industry as it is a common metric used by our peers in the industry. Cost of production before by-product revenue and net of by-product revenue is divided by the daily average exchange rate for the year to calculate U.S. dollar cost of production per lb or per ton of metal as reported.

The following table sets forth our average realized TcRc and cost of production for each of our metals, power, oil and gas for each of the last three fiscal years:

	For the Year Ended March 31,
	Unit of Measurement	2012		2013		2014
	(in US dollars per ton, except as indicated)
Treatment and Refining Charges (TcRc) (1)	¢/lb		14.5		12.8		16.6
Cost of production before by-product revenue(2)
Zinc India (3)	$		1,156		1,111		1,069
Zinc International (4)	$		1,233		1,165		1,300
Oil and Gas(5)	$/boe		17.4		22.2		20.9
Iron ore(6)	$		33.7		41.3		40.9
Copper smelting and refining(7)	¢/lb		19.4		20.1		18.8
Aluminium(8)	$		2,101		1,887		1,664
Power – Jharsuguda 2400 MW plant	Rs./unit		2.6		2.1		2.1
Cost of production net of by-product revenue(2)
Zinc India (3)	$		1,010		981		985
Zinc International(4)	$		1,139		1,089		1,167
Oil and Gas(5)	$/boe		17.4		22.2		20.9
Iron ore(6)	$		33.7		41.3		40.9
Copper smelting and refining(7)	¢/lb		0.0		8.7		9.7
Aluminium(8)	$		2,091		1,879		1,658
Power - Jharsuguda 2400 MW plant	Rs./unit		2.6		2.1		2.1

Notes:

(1) Represents our average realized TcRc for the period.

(2) Cost of production per unit is not a recognized measure under IFRS as issued by the IASB. We have included cost of production as it is a key performance indicator used by the management to assess the performance of our operations. We also believe it is a measure used by investors and analysts to evaluate companies in our industry. Our results of operations are, to a significant degree, dependent upon our ability to efficiently run our operations and maintain

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low costs of production. Efficiencies relating to recovery of metal from the ore, process improvements, by-product management and increasing productivity help drive our costs down. Our computation of cost of production should be considered in addition to, and not as a substitute for other measures of financial performance and liquidity reported in accordance with IFRS as issued by the IASB. Cost of production is a measure intended for monitoring the operating performance of our operations. This measure is presented by other metal companies, though our measure may not be comparable to similarly titled measures reported by other companies.

(3) Cost of production of zinc before by-product revenue increased from Rs. 60,472 per ton for the fiscal year 2013 to Rs. 64,663 per ton for the fiscal year 2014. This was due to depreciation of the Indian Rupee, higher mine development charges and diesel prices, partly offset by higher volumes and operating efficiencies. Cost of production of zinc net of by-product revenue increased from Rs. 53,446 per ton in fiscal year 2013 to Rs. 59,561 per ton in fiscal year 2014. The increase was due to increase in costs as explained above and lower by-product sulphuric acid prices.

(4) Cost of production before by-product credit increased from $1,165 per ton to $1,300 per ton, an increase of 11.6%, on account of lower volumes due to lower ore grades and higher treatment and refining charges. The increase in the cost net of by-product credit was relatively lower at 7.1%, from $1,089 per ton in fiscal year 2013 to $1,167 per ton in fiscal year 2014, due to reasons mentioned above partially offset by higher by-product revenue from Lisheen and BMM.

(5) Cost of production for oil and gas, marginally decreased to $ 20.9 per net boe in fiscal year 2014 from $ 22.2 per net boe in fiscal year 2013, primarily on account of higher production output.

(6) Cost of production for iron ore, marginally decreased by $ 0.4 to $ 40.9 from $ 41.3 in fiscal year 2013, primarily on account of rupee depreciation against the US dollar. The cost of production in the rupee terms has increased due to lower volumes.

(7) Cost of production, when compared before offsetting the by-product and free copper revenue decreased by 1.2 ¢/lb to 18.8¢/lb from 20.1 ¢/lb in fiscal year 2013, mainly due to lower volumes. When computed net of by-product and free copper revenue, the cost of production increased from 8.7 ¢/lb in fiscal year 2013 to 9.7 ¢/lb in fiscal year 2014, primarily due to significantly lower by-product credits. Average realization on the sale of sulphuric acid, a by-product reduced from Rs. 1,805 per ton in fiscal year 2013 to Rs. 1,278 per ton in fiscal year 2014.

(8) The cost of production before adjusting by-product revenue decreased from Rs. 102,725 per ton in fiscal year 2013 to Rs. 100,640 per ton in fiscal year 2014. There was decrease in the cost of production at Jharsuguda, partially offset by increase in cost of production at Korba. The cost of production of hot metal at Jharsuguda decreased mainly due to decrease in power costs driven by operational efficiencies, better coal mix, reduced specific coal consumption and specific power consumption. The cost of production at Korba smelter increased on account of power costs when the agreed coal quota allowances tapered by another 25% in the fiscal year 2014, which was partially offset by the improved operational efficiency of the plant. The cost of production net of by-product credit decreased from Rs. 102,339 per ton in fiscal year 2013 to Rs. 100,400 per ton in fiscal year 2014, primarily due to the reasons discussed above.

We present below the cost of production for our metal products on the following basis:

(i) cost of production before by-product revenue, which represents the direct cash costs relating to production and conversion costs of metal (such as energy costs, ore extraction costs and processing costs at our captive mines, labor costs and other manufacturing expenses); excluding depreciation and finance costs, and

(ii) cost of production net of by-product revenues which represents cost of production before by-product revenue offset by any amounts we receive upon sale of by-products from such operations. Offsetting by-product revenues is useful to the management and investors to compare our cost competitiveness with our peers in the industry as it is a common metric used by our peers in the industry.

We explain the cost of production for each metal as set forth below:

• In the case of Zinc India operations, where we have integrated operations from production of zinc ore to zinc metal, cost of production before by-product revenue is the cost of extracting ore and conversion of the ore into zinc metal ingots. Royalty is paid on mining and this cost is included in determining the cost of production. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue earned from the by-product sulphuric acid, which is deducted from the cost of production consistent with the industry practice. The total cash cost before by-product revenue and net of by-product revenue is divided by the total number of tons of zinc metal produced to calculate the cost of production before by-product revenue and net of by-product revenue per ton of zinc metal. Our Zinc India segment primarily consists of zinc ingot production and lead is only a co-product of zinc while silver is a by-product arising from lead smelting process. Accordingly, the cost of production presented for Zinc India operations is only for zinc ingot production and the cost of production of lead and silver are not presented.

• Our Zinc International operations consist of the Skorpion mine and refinery in Namibia, Black Mountain mine in South Africa and Lisheen mine in Ireland. Skorpion produces special high grade zinc ingots. As a result, the cost of production before by-product revenue with respect to the Skorpion mine consists of the total direct cost of mining zinc ore and producing zinc in the refinery through a leaching, refining and electrowinning process. Skorpion mine does not produce any material by-products. Cost of production before by-product revenue of zinc at Black Mountain mine consists of direct mining costs, concentrate costs, treatment and refining charges and direct services cost. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue from

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copper consistent with the industry practice. At Black Mountain mine lead is only a co-product of zinc while silver is a by-product of lead. Accordingly, the cost of production presented for Black Mountain mine is only for zinc production and the cost of production of lead and silver are not presented. Lisheen mine produces zinc and lead concentrate. Therefore, the cost of production before by-product revenue with respect to the Lisheen mine consists of direct mining costs, mill processing costs, other overhead costs, treatment charges and other direct cash costs. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue from lead and silver consistent with the industry practice. Royalties paid are also included in the cost of production. The total cash cost before by-product revenue and net of by-product revenue is divided by the total number of tons of zinc metal produced or zinc metal in concentrate produced to calculate the cost of production before by-product revenue and net of by-product revenue per ton of zinc metal produced or zinc metal in concentrate produced.

• The cost of production in our oil and gas business consists of expenditure incurred towards the production of crude oil and natural gas including statutory levies, such as cess, royalties (except the Rajasthan block) and production payments payable pursuant to the production sharing contracts as well as operational expenditures such as costs relating to manpower, repairs and maintenance of facilities, power generation and fuel for such facilities, water injection, insurance, and storage, transportation and freight of crude oil and natural gas, among others. The total production cost is divided by the entitlement interest quantity of oil and gas produced to determine the cost of production per barrel of oil equivalent.

• In the case of iron ore, cost of production relates to the iron ore mining and processing cost. Royalty is paid on mining and this cost is included in determining the cost of production. The total cash cost is divided by the total number of tons of iron ore produced to calculate the cost of production per ton of iron ore. Our iron ore segment also includes met coke and pig iron. However, the cost of production presented for iron ore operations does not include met coke and pig iron.

• In the case of copper, cost of production before by-product and free copper revenue relates only to our custom smelting and refining operations (and not for our mining operations), and consists of the cost of converting copper concentrate into copper cathodes, including the cost of freight of copper anodes from Tuticorin to Silvassa. Cost of production net of by-product and free copper revenue represents cost of production before by-product and free copper revenue, net of revenue earned from the sale of by-product, sulphuric acid and copper metal recovered in excess of paid copper metal are deducted from the cash costs, in line with the cost reporting practice of custom smelters globally. The total cash costs before by-product and free copper revenue and net of by-product and free copper revenue are divided by the total number of pounds of copper metal produced to calculate the cost of production before by-product and free copper revenue and net of by-product and free copper revenue per pound of copper metal produced.

• Cost of production of aluminium includes the average cost of production in the BALCO and Odisha aluminium businesses. The cost of production before by-product revenue includes cost of purchased alumina, the cost of producing bauxite and conversion of bauxite/alumina into aluminium metal. Cost of production net of by-product revenue represents cost of production before by-product revenue, net of revenue earned from the sale of by-products, such as vanadium, which is consistent with the industry practice. The total cash cost before by-product revenue and net of by-product revenue is divided by the total quantity of hot metal produced to determine the cost of production before by-product revenue and net of by-product revenue per ton of aluminium hot metal produced. Hot metal production output is used instead of the cast metal production output disclosed elsewhere in this Annual Report in calculating this measure. This is because, the hot metal production, which excludes the value added cost of casting, is the measure generally used in the aluminium metal industry for calculating measures of cost of production.

Cost of production before by-product revenue and net of by-product revenue is divided by the daily average exchange rate for the year to calculate US dollar cost of production per lb or per ton of metal or per barrel of oil equivalent as reported.

• Cost of production of power for the Jharsuguda 2400 MW power plant (and not for the 274 MW HZL power plant, the 270 MW BALCO power plant and 106.5 MW MALCO’s power plant) includes the cost of coal and other liquid fuels used for generating power and other overhead costs such as operating , maintenance and manpower costs. The total cost is divided by the total net units generated to calculate the cost of production per unit of energy produced.

For more information see Note (2) to the table on page 13 of Item 3A: “Key Information – Selected Consolidated Financial Data”.

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Production Volume and Mix

Production volume has a substantial effect on our results of operations. We are generally able to sell all of the products which we produce, so the revenue generally fluctuates as a result of changes in our production volumes. Production volumes depend on our production capacities, which have increased in recent years across all of our businesses. For our mining operations, production volumes also depend upon the quality and consistency of the ore. Per unit production costs are significantly affected by changes in production volumes in that higher volumes of production generally reduce the per unit production costs. Therefore, our production volumes are a key factor in determining our overall cost competitiveness. The following table summarizes our production volumes for our primary products for the last three fiscal years:

		For the Year Ended March 31,
	Product	2012			2013		2014
		(tons except where otherwise stated)
Zinc India	Zinc		758,716			676,923		749,167
	Lead		92,099			118,316		122,596
	Silver (Kilograms)		206,944			373,900		349,620
Zinc International
— Skorpion	Zinc		144,755			145,342		124,924
— BMM	Copper(3)		2,709			3,799		6,880
	Zinc(3)		31,769			38,577		28,999
	Lead(3)		53,578			48,883		37,574
— Lisheen	Zinc(3)		183,206			169,485		151,022
	Lead(3)		30,202			23,407		21,048
Oil & gas (on net basis)
	Crude Oil (mmbbls)		8.4	(5)		32.5		32.2
	Natural Gas (mmscfd)		1.2	(5)		2.9		3.9
Iron ore	Saleable Ore Production (dmt)		13.8			3.7		1.5
Copper	Copper cathode(1)		325,877			353,154		294,434
	Copper rods		161,421			171,855		123,053
Aluminium	Ingots(2)		263,843			314,293		335,722
	Billets		65,893			98,299		121,232
	Rods		267,319			295,451		286,252
	Rolled Products (2)		69,157			58,587		51,083
	Hot Metal		9,164			7,396		—
Power	Power (Million Units) (4)		8,084			10,112		9,374

Notes:

(1) Copper cathode is used as a starting material for copper rods. Approximately one ton of copper cathode is required for the production of one ton of copper rods.

(2) Includes production capitalized in fiscal years 2012, 2013 and 2014 of 6,478 tons, 724 tons and 691 tons respectively.

(3) Refers to mined metal content in concentrate.

(4) Includes production under trial run in fiscal years 2012, 2013 and 2014 of 926 million units, 795 million units and nil units respectively.

(5) 2012 represents period from December 8, 2011 to March 31, 2012.

Any general ban on resource extraction activities by the government of a jurisdiction containing resource extraction operations of us could have the effect of closing or limiting production from its operations. For example, our total iron ore production declined from 3.7 million tons in fiscal year 2013 to 1.5 million tons in fiscal year 2014 due to a mining ban imposed in Goa and Karnataka during these periods. See “Item 4. Information on the Company—B. Business Overview—Our Business—Iron Ore Business” for more details. Periodically, our facilities are shut down for planned and unplanned repairs and maintenance which temporarily reduces our production volume.

In addition, the mix of products we produce can have a substantial impact on our results of operations as we have different operating margins in each of our businesses, and within each business our operating margins vary between the lower margins of primary metals and the higher margins of value-added products such as copper rods and aluminium rolled products. For example, copper cathodes are converted in our copper rod plant into copper rods, a value-added product which has a higher margin than copper cathodes. As copper rods have higher margins, we endeavor to sell as large a percentage of copper rods as possible. As the production volume of our various products fluctuate primarily based on market demand and our production capacity for such products, the percentage of our revenue from those products will also fluctuate between higher and lower margin products, which will in turn cause our operating profit and operating margins to fluctuate.

Profit Petroleum

GoI is the owner of the hydrocarbons wherein it has assigned the responsibility to the joint operation (contractor) to explore, develop and produce the hydrocarbons. Contractor is entitled to recover out of petroleum produced, all the costs incurred according to the production sharing contracts in exploring, developing and producing the hydrocarbons, which is known as “Cost

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Petroleum”. Excess of revenue (value of hydrocarbons produced) over and above the cost incurred as above, is called “Profit Petroleum”, which is shared between the GoI and contractor parties as per procedure laid down in production sharing contracts. Profit Petroleum sharing between GoI and the contractor is determined by (Post Tax Rate of Return) in case of Ravva and CB-OS/2 and on the investment multiple method in case of Rajasthan block as defined in their respective production sharing contracts.

The share of Profit Petroleum, in any year, is calculated for the contract/development area on the basis of the Post Tax Rate of Return investment multiple actually achieved by the companies at the end of the preceding year for the contract/development area.

Following table summarizes the current government share of profit petroleum for various development areas:

Block/Development Area	Government share of profit petroleum as at March 31,
	2012			2013			2014
Ravva		60	%		60	%		60	%
Cambay – Lakshmi		45	%		45	%		45	%
Cambay – Gauri		55	%		55	%		55	%
Cambay – CB-X		60	%		60	%		60	%
Rajasthan – DA1		20	%		20	%		30	%
Rajasthan – DA2		—			20	%		20	%

With the increase in the operations and revenue in each block, the above mentioned percentage is subject to increase, leading to a higher government share of profit petroleum. This will have an adverse impact on our result of operations as it will lead to an increase in our share of profit petroleum expense to be paid to the GoI.

Government Policy

India Customs Duties

We sell our products in India at a premium to the LME price, due in part to the customs duties payable on imported products. Our profitability is affected by the levels of customs duties as we price our products sold in India generally on an import-parity basis. We also pay a premium on certain raw materials that we import or which are sourced locally but which are priced on an import-parity basis as a result of customs duties, with copper concentrate, coal, petroleum products, alumina, carbon and caustic soda being the primary examples. The following table sets forth the customs duties that were applicable for the periods indicated:

	March 1, 2011 to August 12, 2013			August 13, 2013 to Present
Copper		5.0	%		5.0	%
Copper concentrate		2.5	%		2.5	%
Zinc		5.0	%		5.0	%
Lead		5.0	%		5.0	%
Silver		6.0	%		10.0	%
Aluminium		5.0	%		5.0	%

In addition, the Finance Act (2 of 2004) of India, which has been in effect since July 8, 2004, levies an additional surcharge at the rate of 2.0% of the total customs duty payable which has been further increased to 3.0% of the total customs duty payable effective March 1, 2007. We are also liable to pay an additional duty of customs, countervailing duty or CVD, of 12.0% (prior to February 27, 2010 the CVD was 8.0%, from February 27, 2010 to March 17, 2012 the CVD was 10%) of the assessable value and basic custom duty, which is levied on imports in India. Education cess and secondary and higher education cess on CVD is reduced to nil from March 17, 2012 (prior to March 17, 2012 it was 3% of CVD).

The GoI may reduce or abolish customs duties on copper and aluminium in the future, although the timing and extent of such reductions cannot be predicted. As we sell the majority of the commodities we produce in India, any further reduction in Indian tariffs on imports will decrease the premiums we receive in respect of those sales. Our profitability is dependent to a small extent on the continuation of import duties and any reduction would have an adverse effect on our results of operations and financial condition.

In February 2011, the import duty on copper concentrate and rock phosphate was increased from 2.0% to 2.5%, and a 1% excise duty was also imposed on fly ash. The excise duty on fly ash was further increased to 2% vide notification dated February 17, 2012 in the event cenvat credit is not availed. However, if cenvat credit is availed, then the excise duty rate on fly ash becomes 6%.

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Goods imported for the purposes of “Petroleum operations” are exempt from customs duty. Pursuant to a notification in March 2013, a customs duty of 2.5% was introduced by the GoI on bauxite (natural), in calcined and non-calcined form.

Export Incentives

The GoI provides a variety of export incentives to Indian companies. Exports of copper, aluminium and zinc from India receive assistance premiums from the GoI. Export incentives do not outweigh the Indian market price premiums. Accordingly, notwithstanding the export incentives, we endeavor to sell large quantities of our products domestically.

In fiscal years 2013 and 2014, exports accounted for 22.6% and 18.5% respectively, of our zinc India business’ revenue. The following table sets forth the export assistance premiums, as a percentage of the F.O.B value of exports, on zinc concentrate, zinc ingots and lead concentrate for the periods indicated:

	October 9, 2012 to September 20, 2013 (percentage of F.O.B value of exports)			September 21, 2013 to present (percentage of F.O.B value of exports)
Zinc concentrate		1.5	%		1.3	%
Zinc ingots		2.0	%		1.7	%
Lead concentrate		1.5	%		1.3	%

In fiscal years 2013 and 2014, exports accounted for 54.8% and 56.8%, respectively, of our copper business revenue. The following table sets forth the export assistance premiums, in the form of Marked Linked Focus Product Scheme as a percentage of the F.O.B value of exports, on copper cathode and copper rods for the period indicated:

	October 1, 2011 to Present (percentage of F.O.B value of exports)
Copper cathode		2.0	%
Copper rods #		2.0	%
Lead concentrate		1.5	%

# Applicable for export to Czech Republic only.

In fiscal years 2013 and 2014, exports accounted for 12.6% and 28.2% respectively, of our aluminium business’ revenue. The following table sets forth the export assistance premiums, as a percentage of the F.O.B value of exports, on aluminium ingots, aluminium rods and aluminium rolled products for the periods indicated:

	October 1, 2011 to September 12, 2013			September 13, 2013 to present
Aluminium ingots		2.0	%		1.7	%
Aluminium rods		2.0	%		1.7	%
Aluminium rolled products		3.0	%		3.0	%

In the case of sales to Focus Markets (as defined herein), export assistance premiums for these products would extend to 3 to 4% of the F.O.B value of exports made to the countries specified under the Focus Market Scheme. The Focus Markets Scheme was implemented under Chapter 3 of the Foreign Trade Policy of India in 2009. The purpose of this scheme is to provide Indian exporters certain incentives such as tax benefits, and thereby enhance India’s export competitiveness in certain focus markets, including, but not limited to Argentina, Austria, Chile, Cambodia, New Zealand and Bulgaria (“Focus Markets”). The GoI may further reduce export incentives in the future, which would adversely affect our results of operations.

India export duties

The GoI levies duty on the export from India of certain products mentioned under the second schedule of the Customs Tariff Act 1975, including iron ore and concentrates, at a specified rate (ad valorem on the Free on Board value of exports).

Effective from March 1, 2011, the GoI raised export duty on iron ore fines and lumps from 5% and 10% respectively to an even rate of 20%, ad valorem on the Free on Board value of exports. Effective from December 30, 2011, the GoI further raised the rate of export duty on iron ore fines and lumps from 20% to 30%.

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Taxes, royalties and cess payments

Income tax on Indian companies during fiscal year 2014 was charged at a statutory rate of 30.0% plus a surcharge of 10.0% on the tax and has an additional charge of 3.0% on the tax including surcharge, which results in an effective statutory tax rate of 33.9% and on non-resident companies was charged at statutory rate of 40.0% plus a surcharge of 5.0% on the tax and has an additional charge of 3.0% on the tax including surcharge, which results in an effective statutory tax rate of 43.7% during fiscal year 2014. We have an effective tax rate lower than the statutory rate, benefiting from tax holiday in Rajasthan Block under Section 80-IB (9) of the Income Tax Act, 1961.

Profits of companies in India are subject to either regular income tax or Minimum Alternate Tax, whichever is greater. The effective Minimum Alternate Tax rate during fiscal year 2014 for Indian companies was 20.9% and for non-resident companies was 20.0% of the book profit as prepared under generally accepted accounting principles in India, or Indian GAAP. The excess of amounts paid as Minimum Alternate Tax over the regular income tax amount during the year may be carried forward and applied towards regular income taxes payable in any of the succeeding ten years subject to certain conditions.

The tax rates imposed on us in respect of dividends paid in prior periods have varied. According to the Finance Act, 2014, dividend distribution tax is to be levied on gross distributable surplus amount instead of amount paid net of taxes. This has resulted in an increase in the dividend distribution tax to more than 20% from 16.995% in the earlier year. This tax is payable by the company declaring distributing or paying the dividends. Dividends from our Indian subsidiaries to us are also subject to this tax, though we do not pay income tax upon the receipt of any such dividends. The Income Tax Act provides that if a company receives a dividend from any of its Indian subsidiaries during the year and such subsidiary has paid a tax on its dividends, then the dividend distributed by the parent company to the extent of dividend received from the Indian subsidiary shall not be subject to dividend tax.

We currently pay an excise duty of 12.0% (prior to December 6, 2008 the excise duty was 14.0%, from December 6, 2008 to February 23, 2009, the excise duty was 10.0%, from February 24, 2009 to February 26, 2010, the excise duty was 8.0%, from February 27, 2010 to March 16, 2012 the excise duty was 10%) and an additional charge of 3.0% on the excise duty based on all of our domestic production intended for domestic sale. We charge the excise duty and additional charge to our domestic customers. We pay excise duty on metallurgical coke at the rate of 6.0% and an additional charge of 3.0% on the excise duty. HZL pays excise duty on silver at the rate of 8.0% effective from August 13, 2013 (4.0% prior to that) and an additional charge of 3.0% on the excise duty.

We are also subject to government royalties. We pay royalties to the state governments of Chhattisgarh, Rajasthan, Goa and Karnataka in India based on extraction of bauxite, lead-zinc and iron ore. Most significant of these is the royalty that HZL is required to pay to the state government of Rajasthan, where all of HZL’s mines are located at a rate of 8.4% with effect from August 13, 2009 (which was with the rate being 6.6% prior to August 13, 2009), of the zinc LME price payable on the zinc metal contained in the concentrate produced, 12.7% (with the rate being 5.0% prior to August 13, 2009) of the lead LME price payable on the lead metal contained in the concentrate produced and at a rate of 7.0% of silver LME price chargeable on silver-metal produced. The royalties paid by BALCO on extraction of bauxite are not material to our results of operations. Royalty payable at our iron ore business is at 10% ad valorem, the rate declared by the Indian Bureau of Mines on monthly basis.

Royalty is also payable at Cairn India to the state government of Rajasthan, Andhra Pradesh and Gujarat for the extraction of crude oil and natural gas. We also pay cess to the GoI. Generally in respect of oil and gas operations, royalty and cess payments are made by the joint operation partners in proportion to their participating interest and are cost recoverable.

For Rajasthan Block, entire royalty payments are made by ONGC at the rate of 20% of well-head value for crude oil and 10% of well-head value for natural gas and are cost recoverable. Cess is paid at the rate of Rs. 4500/MT for crude oil which was Rs. 2500/MT till March 16, 2012, with additional Rs. 51.5/MT as National Calamity Contingent Duty, or NCCD. Sales tax payments are made at the rate of 2% (Central Sales Tax) on sale of both crude oil and natural gas.

For Ravva block, royalty is Rs. 481/MT and cess is fixed at Rs. 900/MT on crude oil. Royalty on natural gas is 10% of well-head value of gas. Sales tax payments stand at 2% (Central Sales Tax) or 5% (Value Added Tax) on crude oil and 14.5% on natural gas.

For Cambay block, entire royalty and cess payments are made by ONGC and are not cost recoverable. We only participate in the payment of NCCD at the rate Rs. 51.5/MT. Sales tax payments (Value Added Tax) are made at the rate of 5% and 15% on crude oil and natural gas, respectively.

For all the above blocks, education surcharge was paid at 3% of applicable cess value, which has been discontinued as per Ministry of Finance circular with effect from December 2013. We also pay royalties to the state government of Tasmania in Australia, based on our extraction of copper ore. The royalty is based on the operations at CMT at a rate equal to (a) the sum of (x) 1.9% (1.6% upto December 31, 2011) of the revenue plus (y) 0.4 times the profit multiplied by (b) the profit margin over revenue, subject to a cap of 5.35% (5.0 % up to December 31, 2011) of revenue, effective from January 1, 2012.

Our royalties in Zinc International business are as follows:

• 3.0% of sale value of the products for Skorpion;

• 7.0% of turnover for BMM. The royalty rate applied on the turnover is 0.5% if the adjusted earnings before interest and tax (“adjusted EBIT”) is negative, and in the event the adjusted EBIT is positive, the royalty rate applied on the turnover is 0.5% plus the rate computed at 100/9 times the adjusted EBIT upon turnover. In any event, the maximum royalty rate is capped at 7.0%; and

• 3.5% of turnover for Lisheen. The turnover is identified as gross revenue less smelter deductions, treatment charges, freight and marine insurance charges on a semi annual basis.

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There are several tax incentives available to companies operating in India, including the following:

• profits from newly established units in special economic zones are entitled to a tax holiday for a specified period;

• profits from newly established units in certain geographical areas are entitled to a tax holiday for a specified period;

• profits from newly constructed power plants (including for captive use) benefit from a tax holiday for a specified period;

• renewable energy devices being windmills installed on or before March 31, 2012 are eligible for accelerated depreciation at 80%. However, units that have opted for generation based incentive are not eligible for the said accelerated depreciation; and

• income from investment in mutual funds is exempt from a tax subject to certain conditions.

We have benefited from these tax incentives. Such benefits have resulted in lower effective tax rates, both within Sesa Sterlite and in some of our operating subsidiaries such as Cairn, BALCO and HZL. HZL’s export unit, effective from the quarter ended June 30, 2008, has benefited from its 100.0% export unit status, where profits on export sales are exempt from tax for a specified period. The export unit status expired on March 31, 2011. HZL also benefits from a tax holiday exemption with respect to its zinc ingot melting and casting plant at Haridwar and silver refinery, zinc and lead melting casting plant at Pantnagar in the state of Uttarakhand in North India. Cairn’s block at Rajasthan Block enjoys tax holiday with respect to its Rajasthan Blocks. BALCO and HZL have considerable investments in captive power plants enjoying tax exemptions and HZL has also benefited from establishing wind energy generating projects. In addition, a large part of Sesa Sterlite and HZL’s investment of surplus cash are in tax exempt instruments. Commercial power business also enjoys a tax exemption on their independent power plants for ten years from the date of commencement of their operations. The Vizag port is also subject to favorable tax treatment.

Exchange Rates

We sell commodities that are typically priced by reference to US dollar prices. However, a majority of our direct costs in our zinc, iron ore, aluminium and power businesses and our smelting and refining costs in our copper business are incurred in Indian Rupees and to a much lesser extent in Australian dollars, South African Rand and Namibian dollar. Also, all costs with respect to imported material for all our businesses are generally incurred in US dollars. As a result, an increase in the value of the US dollar compared to the Indian Rupee, and to a lesser extent the Australian dollar, South African Rand and Namibian dollar, is generally beneficial to our results of operations, except to the extent that the increase results in increased costs of copper concentrate, alumina and other imported materials for our businesses. A decrease in the value of the US dollar relative to the Indian Rupee, Australian dollar South African Rand and Namibian dollar has the opposite effect on our results of operations. For more information on the fluctuations in the value of the Indian Rupee against the US dollar, the Australian dollar, South African Rand and Namibian dollar, see “Item 10. Additional Information—D. Exchange Controls—Exchange Rates.”

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB. In the course of preparing these financial statements, our management has made judgments, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates under different assumptions and conditions. For a discussion of our significant accounting policies, see Note 3 to the Consolidated financial statements included in this Annual Report. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

We believe the critical accounting estimates are those that are both important to reflect our financial condition and results and require difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

See “Note 3. U. “Critical accounting judgements and estimation uncertainty” of Notes to the Consolidated financial statements” for a detailed discussion on the critical accounting estimates.

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Results of Operations

Overview

Consolidated Statement of Profit or Loss

The following table is derived from our selected consolidated financial data and sets forth our historical operating results as a percentage of revenue for the periods indicated:

	For the Year Ended March 31,
	2012			2013			2014
	(in percentages)
Consolidated Statement of Profit or Loss:
Revenue		100.0			100.0			100.0
Cost of sales		(72.9	)		(77.1	)		(76.9	)
Gross Profit		27.1			22.9			23.1
Other operating income		0.4			0.5			0.6
Distribution expenses		(5.4	)		(2.3	)		(1.7	)
Administration expenses		(4.1	)		(3.2	)		(4.4	)
Operating profit		18.0			17.9			17.6
Investment and other income		3.9			4.9			5.8
Finance and other costs		(7.7	)		(7.6	)		(10.0	)
Share in consolidated profit of associate		0.7			—			—
Profit before taxes		14.9			15.2			13.4
Income tax expense		(1.3	)		1.0			(4.8	)
Profit for the year		13.6			16.2			8.6
Profit attributable to:
Equity holders of the parent		8.6			8.6			2.2
Non-controlling interest		5.0			7.6			6.4

Net revenue by Geographic Location

The primary markets for our products are India, China and Belgium. Other markets include number of countries mostly in the Asia, Middle East and Europe. We endeavor to sell as large a quantity of our products as possible in India due to the Indian market premium that we receive on sales in India. The following table sets forth our revenue from each of our primary markets and our revenue from each of our primary markets as a percentage of our total revenue for the periods indicated:

	2012				2013				2014
	(Rs in million)		% of revenue		(Rs in million)		% of revenue		(Rs in million)		(US dollars in millions)		% of revenue
India		324,852		54.3		506,264		70.1		499,064		8,317.7		68.8
China		112,805		18.9		76,992		10.6		67,825		1,130.4		9.4
Belgium		42,338		7.1		23,713		3.3		7,891		131.5		1.1
Others		118,121		19.7		115,334		16.0		150,463		2,507.8		20.7
		598,116		100.0		722,303		100.0		725,243		12,087.4		100.0

Notes:

(1) Other markets primarily include South Korea, Malaysia, Singapore, Vietnam, Indonesia, Taiwan, Saudi Arbia, Belgium, Switzerland, Netherlands, UK, Italy, Spain, Denmark, South Africa, Tanzania, Nigeria, Oman, Turkey, UAE, Kenya and Nepal.

Customer Concentration

The following table sets forth for the periods indicated:

• the percentage of our revenue accounted for by our 10 largest customers on a consolidated basis; and

• for each of our segments, the percentage of the revenue of such business accounted for by the 10 largest customers of such business.

	Year Ended March 31,
	2012		2013		2014
	(%)
Consolidated		19.8		35.3		34.4
Zinc – India		39.3		40.2		41.2
Zinc – International		95.6		96.9		97.5
Oil & Gas*		100.0		100.0		100.0
Iron Ore		38.5		39.0		42.4
Copper		39.5		39.8		30.4
Aluminium		36.9		45.5		29.4
Power		82.7		83.4		83.8

* 2012 represents period from December 8, 2011 to March 31, 2012.

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No single customer accounted for 10.0% or more of our revenue on a consolidated basis in any of the years indicated except for our oil and gas business, where, a single customer accounted for more than 11% of our revenue on a consolidated basis in fiscal year 2014. This customer accounted for less than 10% of our revenue in fiscal year 2013.

Comparison of years ended March 31, 2013 and March 31, 2014

Revenue and Operating Profit

Consolidated

Revenue increased from Rs. 722,303 million in fiscal year 2013 to Rs. 725,243 million ($ 12,087.4 million) in fiscal year 2014, an increase of Rs. 2,940 million, or 0.4%. Revenue increased in fiscal year 2014 mainly driven by increased sales volume across oil and gas, Zinc India and aluminium businesses, mainly due to record oil and gas production and increased volume of refined zinc, lead and integrated silver at Zinc India. Depreciation of Indian rupee against the US dollar by 11.1% in fiscal year 2014 as compared to fiscal year 2013 also contributed to higher revenues. However, the benefit of volume increase and rupee depreciation was partially offset by temporary closure of our copper smelting operations in the first quarter of fiscal year 2014, suspension of our iron ore operations in Goa and lower commodity prices.

Operating profit decreased from Rs. 129,511 million in fiscal year 2013 to Rs. 127,528 million ($ 2,125.5 million) in fiscal year 2014, a decrease of Rs. 1,983 million, or 1.5%. The decrease in operating profit was primarily due to continued ban on iron ore mining operations, impact of lower tariff recognition from GRIDCO in the power business, and the fall in volumes in the Zinc International business and lower daily average LME prices across metals, offset by better operating performance at our aluminium, Zinc India and oil and gas businesses together with the impact of rupee depreciation against the US dollar. Operating margin decreased from 17.9% in fiscal year 2013 to 17.6% in fiscal year 2014, as the operating margins decreased across the businesses as a result of lower LME prices. However, operating margin improved in our aluminium business driven by improving operating efficiencies and in our copper business on account of higher TcRc rates.

Contributing factors to our consolidated operating profit were as follows:

• Cost of sales increased from Rs. 556,663 million in fiscal year 2013 to Rs. 557,900 million ($9,298.3 million) in fiscal year 2014, an increase of Rs. 1,237 million, or 0.2%. The marginal increase in the cost of sales was driven by the impact of rupee depreciation on dollar denominated raw material costs and the impact of lower tariff recognition from GRIDCO in the power business. However, the increase has been primarily offset by the fall in LME prices and improved operational efficiencies primarily in the aluminium business. Cost of sales as a percentage of revenue decreased from 77.1% in fiscal year 2013 to 76.9% in fiscal year 2014.

• Other operating income increased from Rs. 3,791 million in fiscal year 2013 to Rs. 4,541 million ($ 75.7 million) in fiscal year 2014, an increase of Rs. 750 million, or 19.8%. The increase was primarily due to decrease in foreign exchange losses by Rs. 577 million and higher by-product sales in the aluminium business as against fiscal year 2013, partly offset by lower profits on the sale of fixed assets by Rs.783 million, and lower income from scrap sales by Rs. 86 million.

• Distribution expenses decreased from Rs. 16,430 million in fiscal year 2013 to Rs. 12,127 million ($ 202.1 million) in fiscal year 2014, a decrease of Rs. 4,303 million, or 26.2%, mainly due to negligible sales in the iron ore business on account of the mining ban imposed for the better part of the year. As a result, distribution expense as a percentage of revenue decreased from 2.3% in fiscal year 2013 to 1.7% in fiscal year 2014.

• Administration expenses increased from Rs. 23,490 million in fiscal year 2013 to Rs. 32,229 million ($ 537.2 million) in fiscal year 2014, an increase of Rs. 8,739 million, or 37.2% mainly due to foreign exchange differences of Rs. 4,863 million, higher personnel and administration expenses by Rs.4,742 million and higher provision towards receivables of Rs. 2,487 million, partially offset by a charge of Rs. 1,000 million recorded in fiscal year 2013 towards the amount paid to the District Collector, Tuticorin, for improvement of the environment, including soil and water, in the vicinity of the Tuticorin smelter, as directed by the Supreme Court. As a percentage of revenue, administration expenses increased from 3.2% in fiscal year 2013 to 4.4% in fiscal year 2014.

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Zinc India

Revenue in the Zinc India segment increased from Rs. 123,241 million in fiscal year 2013 to Rs. 131,980 million ($ 2,199.7 million) in fiscal year 2014, an increase of Rs. 8,739 million, or 7.1%. This increase was primarily driven by higher integrated production volumes, offset by lower daily average LME prices of zinc, lead and silver and no sales of zinc concentrate.

Specifically:

• Zinc ingot production increased from 676,923 tons in fiscal year 2013 to 749,167 tons in fiscal year 2014, an increase of 10.7%, on account of improved mined metal production in line with the mine plan, improved operational efficiencies and higher roaster availability. Zinc ingot sales also increased in line with the higher production, from 674,959 tons in fiscal year 2013 to 750,766 tons in fiscal year 2014, an increase of 11.2%.

• Zinc ingot sales in the domestic market increased from 471,032 tons in fiscal year 2013 to 557,158 tons in fiscal year 2014, an increase of 18.3%. Our domestic sales as a percentage of total sales increased from 69.8% in fiscal year 2013 to 74.2% in fiscal year 2014. We endeavor to sell large quantities of our products domestically, where we receive an Indian market premium. As a result of more of the production being sold in the domestic market, our export sales decreased from 203,926 tons of zinc in fiscal year 2013 to 193,607 tons of zinc in fiscal year 2014, a decrease of 5.1%.

• The daily average zinc cash settlement price on the LME decreased from $ 1,948 per ton in fiscal year 2013 to $ 1,909 per ton in fiscal year 2014, a decrease of 2.0%.

• There were no zinc concentrate sales during fiscal year 2014, in accordance with the mine plan, as compared to the sales of 119,570 dry metric tons in fiscal year 2013.

• Lead ingot production increased from 118,316 tons in fiscal year 2013 to 122,596 tons in fiscal year 2014, an increase of 3.6%, due to better utilization of our smelter capacity. Lead ingot sales increased from 117,445 tons in fiscal year 2013 to 121,120 tons in fiscal year 2014, an increase of 3.1%, due to increase in production.

• Silver ingot production decreased from 373,900 kilograms in fiscal year 2013 to 349,620 kilograms in fiscal year 2014, a decrease of 6.5% on account of fall in custom production. The integrated production volume increased from 288,226 kilograms in fiscal year 2013 to 300,557 kilograms in fiscal year 2014, an increase of 4.3%, driven by increased output from Zawar mine. Sale of silver ingots decreased from 373,954 kilograms in fiscal year 2013 to 351,825 kilograms in fiscal year 2014, a decrease of 5.9% on account of the fall in the custom production.

• The daily average lead cash settlement price on the LME decreased from $ 2,113 per ton in fiscal year 2013 to $ 2,092 per ton in fiscal year 2014, a decrease of 1.0%.

• The daily average silver London Bullion Market Association prices decreased from $ 30.5 per ounce in fiscal year 2013 to $ 21.4 per ounce in fiscal year 2014, a decrease of 29.8%.

Operating profit in the zinc India segment increased from Rs. 58,341 million in fiscal year 2013 to Rs. 61,696 million ($ 1,028.3 million) in fiscal year 2014, an increase of Rs. 3,355 million, or 5.8 %, whereas, operating margin decreased from 47.3% in fiscal year 2013 to 46.7% in fiscal year 2014. The increase in operating profit in fiscal year 2014 was primarily due to the higher lead and integrated silver sales volume, higher premium over LME prices and Rupee depreciation, offset by lower daily average LME prices of zinc and lead and lower daily average silver London Bullion Market Association prices. These factors cumulatively had a positive impact of Rs. 9,640 million in fiscal year 2014. Operating profit was also negatively affected by increase in the cost of production of zinc (net of by-product revenue) from Rs. 53,446 per ton in fiscal year 2013 to Rs. 59,561 per ton in fiscal year 2014 and cost of production of lead (net of by-product revenue) from Rs. 54,869 per ton in fiscal year 2013 to Rs. 61,274 per ton in fiscal year 2014 which had an impact of Rs. 3,482 million. Increase in depreciation by Rs. 1,060 million in fiscal year 2014 as compared to fiscal year 2013 further impacted the operating profit. The decrease in operating margin was also due to lower daily average LME prices of zinc and lead, lower daily average silver London Bullion Market Association prices and higher cost of production in fiscal year 2014.

Zinc International

Revenue from external customers in the Zinc International segment decreased from Rs. 43,475 million in fiscal year 2013 to Rs. 40,156 million ($ 669.3 million) in fiscal year 2014, a decrease of Rs. 3,319 million or 7.6%. The decrease in revenue was primarily due to lower volumes in all the units combined with fall in daily average zinc and lead LME prices offset by rupee depreciation against the US dollar. Specifically:

• Production of refined zinc metal at Skorpion registered a decrease from 145,342 tons in fiscal year 2013 to 124,924 tons in fiscal year 2014, a decrease of 20,418 tons or 14.0%. This was mainly due to an unplanned maintenance shut down after a tank failure in the third quarter of fiscal year 2014.

• Production of zinc metal in concentrate from the Lisheen and BMM mines decreased from 208,063 tons in fiscal year 2013 to 180,020 tons in fiscal year 2014, a fall of 13.5%. Production of lead metal in concentrate also decreased from 72,289 tons to 58,622 tons, a decrease of 13,667 tons or 18.9%. This decrease was primarily due to the phase wise closure of the Lisheen mine and disruptions at Lisheen and BMM in the first quarter of fiscal year 2014.

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• The daily average Zinc cash settlement price on the LME decreased from $ 1,948 per ton in fiscal year 2013 to $ 1,909 per ton in fiscal year 2014, a decrease of 2.0%.

• The daily average Lead cash settlement price on the LME decreased from $ 2,113 per ton in fiscal year 2013 to $ 2,092 per ton in fiscal year 2014, a decrease of 1.0%.

Operating profit in the Zinc International segment decreased from Rs. 5,078 million in fiscal year 2013 to Rs 2,484 million ($ 41.4 million) in fiscal year 2014, a decrease of Rs. 2,594 million or 51.1%, largely on account of the fall in volumes driven by an unplanned shut down at our mine in Skorpin after a tank failure in the third quarter of fiscal year 2014, and disruptions at our mines in Lisheen and BMM in the first quarter of fiscal year 2014, higher cost of production and lower LME prices. Operating margin decreased from 11.7% in fiscal year 2013 to 6.2% in fiscal year 2014.

Oil and gas business

Revenue from external customers in the oil and gas segment increased from Rs. 175,518 million in fiscal year 2013 to Rs. 187,103 million ($ 3,118.4 million) in fiscal year 2014, an increase of Rs. 11,585 million or 6.6%. The increase in revenue was primarily contributed by the rupee depreciation against the US dollar, offset by the fall in average Brent prices realization combined with lower entitlement interest sales volumes. Specifically:

• Entitlement interest sales decreased from 90,307 boepd in fiscal year 2013 to 89,708 boepd in fiscal year 2014, a decrease of 599 boepd or 0.7%. The fall was on account of increase in profit petroleum tranche payable to the GoI according to the production sharing contracts.

• The daily average Brent price realization decreased from $97.5 per boe in fiscal year 2013 to $94.5 per boe in fiscal year 2014, a decrease of 3.1%.

Operating profit in the oil and gas segment increased from Rs. 50,370 million in fiscal year 2013 to Rs. 53,942 million ($ 899.0 million) in fiscal year 2014, an increase of Rs. 3,572 million, or 7.1 %. Whereas, operating margin increased from 28.7% in fiscal year 2013 to 28.8% in fiscal year 2014. Higher sales realizations and lower exploration cost written off in fiscal year 2014 contributed to increase in operating profit by Rs. 13,754 million, which is offset by increase in the depletion charge in the current year on account of increase in the estimate of cost to complete by Rs.7,167 million, decrease in operating income in the fiscal year 2014 by Rs. 646 million due to sale of an exploration block in the Krishna Godavari basin in the fiscal year 2013, increase in production cost in the current year on account of increase in production having an impact of Rs. 1,258 million and increase in administrative cost by Rs. 1,143 million.

Iron Ore

Revenue from the iron ore segment decreased from Rs. 26,054 million in fiscal year 2013 to Rs. 16,516 million ($ 275.3 million) in fiscal year 2014, a decrease of Rs. 9,538 million, or 36.6%. The decrease was primarily due to lower production of saleable iron ore offset by an increase in pig iron and metallurgical coke production;

• Iron ore production decreased from 3.7 million tons in fiscal year 2013 to 1.5 million tons in fiscal year 2014, a decrease of 2.2 million tons or 59.3% due to a mining ban in the states of Karnataka and Goa during fiscal year 2014. Of this production, only 27,000 tons were sold during the fiscal year 2014.

• The production of pig iron and metallurgical coke was significantly higher by 66% and 23% to 509,781 tons and 407,835 tons, respectively. The increase is primarily due to the full year operations of new pig iron capacity and the associated metallurgical coke commissioned during fiscal year 2013.

Operating loss in the iron ore segment increased from Rs. 77 million in fiscal year 2013 to Rs. 5,476 million ($ 91.3 million) in fiscal year 2014, an increase of Rs. 5,399 million. The increase in operating loss is primarily due to the continued mining ban in the state of Karnataka as well as suspension of mining activities in the state of Goa, partially offset by higher production of pig iron and metallurgical coke.

Copper

Revenue from the copper segment decreased from Rs. 217,262 million in fiscal year 2013 to Rs. 205,577 million ($ 3,426.3 million) in fiscal year 2014, a decrease of Rs. 11,685 million, or 5.4%. This decrease was primarily due to the decrease in production of cathodes and lower daily average LME prices of copper, offset by higher sales in Fujairah. Specifically:

• Copper cathode production decreased from 353,154 tons in fiscal year 2013 to 294,434 tons in fiscal year 2014, a decrease of 16.6%. The production in fiscal year 2014 was lower on account of temporary closure of our smelter in first quarter of fiscal year 2014. Copper cathode sales decreased from 178,817 tons in fiscal year 2013 to 173,430 tons in fiscal year 2014, a decrease of 3.0%, due to lower production.

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• Production of copper rods decreased from 171,855 tons in fiscal year 2013 to 123,053 tons in fiscal year 2014, a decrease of 28.4%, reflecting the fall in the cathode production and lower market demand. Copper rod sales decreased from 171,653 tons in fiscal year 2013 to 122,745 tons in fiscal year 2014, a decrease of 28.5% in line with the decrease in production.

• Sales of copper in the Indian market decreased from 196,626 tons in fiscal year 2013 to 143,849 tons in fiscal year 2014, a decrease of 26.8%, and our exports decreased from 153,844 tons in fiscal year 2013 to 152,326 tons in fiscal year 2014, a decrease of 1.0%. Our domestic sales as a percentage of total sales decreased from 56.1% in fiscal year 2013 to 48.6% in fiscal year 2014. The decrease was largely on account of temporary closure of our smelter in first quarter of fiscal year 2014.

• The daily average copper cash settlement price on the LME decreased from $ 7,853 per ton in fiscal year 2013 to $ 7,103 per ton in fiscal year 2014, a decrease of 9.5%.

Operating profit in the copper segment increased from Rs. 8,517 million in fiscal year 2013 to Rs. 8,876 million ($ 147.9 million) in fiscal year 2014, an increase of Rs. 359 million, or 4.2%. Operating margin also increased from 3.9% in fiscal year 2013 to 4.3% in fiscal year 2014. The increase in operating profit was primarily due to higher TcRc rates in line with the market conditions and a charge of Rs.1,000 million in fiscal year 2013 towards the amount paid to the District Collector, Tuticorin, for improvement of the environment, including soil and water, in the vicinity of the Tuticorin smelter as directed by the Supreme Court of India, offset by the profit in fiscal year 2014 impacted by lower volume on account of temporary smelter closure and higher cost of production. In particular:

• TcRc rates increased from an average of 12.8¢/lb realized in fiscal year 2013 to an average of 16.6 ¢/lb realized in fiscal year 2014.

• Cost of production net of by-product and free copper revenue, which consists of cost of smelting and refining costs, increased from 8.7 ¢/lb in fiscal year 2013 to 9.7 ¢/lb in fiscal year 2014, primarily due to lower average realization on the sale of sulphuric acid, a by-product, from Rs. 1,805 per ton in fiscal year 2013 to Rs. 1,278 per ton in fiscal year 2014 which had an impact of 1.8 ¢/lb in the cost of production and higher cost of consumables marginally offset by higher metal recoveries.

Aluminium

Revenue from external customers in the aluminium segment increased from Rs. 99,073 million in fiscal year 2013 to Rs. 107,790 million ($ 1,796.5 million) in fiscal year 2014, an increase of Rs. 8,717 million, or 8.8%. This increase was primarily due to depreciation of the Indian rupee against the US dollar, higher volumes, offset by the decline in the daily average LME prices of aluminium and reduction in metal premiums. Specifically:

• Aluminium production increased from 774,026 tons in fiscal year 2013 to 794,289 tons in fiscal year 2014, an increase of 2.6%. Whereas, production of value added products decreased from 58.4% in fiscal year 2013 to 57.7% in fiscal year 2014.

• Aluminium sales increased from 773,001 tons in fiscal year 2013 to 792,971 tons in fiscal year 2014, an increase of 2.6% in line with the increase in production. Sales of aluminium ingots increased from 313,636 tons in fiscal year 2013 to 335,241 tons in fiscal year 2014, an increase of 6.9%. Wire rod sales decreased from 295,430 tons in fiscal year 2013 to 286,146 tons in fiscal year 2014, a decrease of 3.1% and rolled product sales decreased from 58,160 tons in fiscal year 2013 to 50,504 tons in fiscal year 2014, a decrease of 13.2%, reflecting the market conditions. Billets sales increased from 98,379 tons in fiscal year 2013 to 121,080 tons in fiscal year 2014, representing an increase of 23.1%.

• Aluminium sales in the domestic market decreased from 660,533 tons in fiscal year 2013 to 545,514 tons in fiscal year 2014, a decrease of 17.4%. The domestic sales during fiscal year 2013 were higher due to lower production by Hindalco Industries Limited and National Aluminium Company Limited, the other large manufacturers in India, on account of shut down of their smelters for part of the year. Domestic sales decreased in fiscal year 2014 also due to the substitution of aluminium ingots with lower priced imported aluminium scrap by the domestic customers. Our aluminium exports increased from 112,467 tons in fiscal year 2013 to 247,456 tons in fiscal year 2014. Our domestic sales as a percentage of total sales decreased from 85.5% in fiscal year 2013 to 68.8 % in fiscal year 2014.

• The daily average aluminium cash settlement price on the LME decreased from $ 1,974 per ton in fiscal year 2013 to $ 1,773 per ton in fiscal year 2014, a decrease of 10.2%.

Operating profit in the aluminium segment improved from Rs. 960 million in fiscal year 2013 to Rs. 4,979 million ($ 83.0 million) in fiscal year 2014, an improvement of Rs. 4,019 million. Higher sales realization due to depreciation of the Indian rupee against the US dollar, lower cost of production driven by operational efficiencies and marginally higher volumes contributed to increase in operating profit by Rs. 14,559 million. However, fall in daily average LME prices of aluminium and lower metal premiums resulted in the reduction in operating profit by Rs. 8,976 million. Increase in depreciation by Rs. 827 million as compared to the earlier year also contributed to the reduction in operating profit. As a result, operating margin increased from 1.0% in fiscal year 2013 to 4.6% in fiscal year 2014.

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Power

Revenue from external customers in the power segment increased from Rs. 34,169 million in fiscal year 2013 to Rs. 35,076 million ($ 584.6 million) in fiscal year 2014, an increase of Rs. 907 million or 2.7%, the increase being primarily driven by the higher generation volume from the Jharsuguda 2,400 MW plant and increase in the average power realization. Specifically:

• Power sales decreased from 10,112 million units in fiscal year 2013 to 9,374 million units in fiscal year 2014, a decrease of 7.3% on account of lower sales in BALCO 270 MW power plant, which was caused due to lower power rates and weak demand and has been partially offset by marginally higher volumes from the Jharsuguda 2,400 MW power plant. Whereas, excluding the trial runs, the net power sold increased from 9,318 million units (excluding the power generated under trial runs 795 million units) in fiscal year 2013 to 9,374 million units (excluding the power generated under trial runs Nil) in fiscal year 2014, an increase of 0.6%.

• The average power realization increased from Rs. 3.33 per unit in fiscal year 2013 to Rs. 3.54 per unit in fiscal year 2014, an increase of 6.3%.

• Cost of generation at the power business increased from Rs. 2.1 per unit in fiscal years 2013 to Rs. 2.2 in fiscal year 2014, an increase of 4.3% driven by marginal cost increase in Jharsuguda as compared to the previous year.

Operating profit in the power segment decreased from Rs. 6,393 million in fiscal year 2013 to Rs. 1,494 million ($ 24.9 million) in fiscal year 2014, a decrease of Rs. 4,899 million or 76.6%, primarily as a result of lower tariff being recognized from the power supply company GRIDCO in Odisha, where the interpretation of the tariff agreement is subject to dispute that impacted the profit by Rs 2,331 million. Operating margin decreased from 18.7% in fiscal year 2013 to 4.3% in fiscal year 2014.

Other

Operating loss in our other business segment increased from Rs. 71 million in fiscal year 2013 to Rs.467 million ($ 7.8 million) in fiscal year 2014.

Investment and Other income

Investment and other income increased from Rs. 34,931 million in fiscal year 2013 to Rs. 42,165 million ($ 702.8 million) in fiscal year 2014 an increase of Rs. 7,234 million or 20.7%, primarily due to an increase of Rs.14,380 million on account of change in fair value gain on financial assets held for trading, primarily on investments held at HZL and Cairn India, partially offset by lower dividend income by Rs. 1,734 million and lower profit on sale of investments by Rs. 4,668 million.

Finance costs

Finance costs increased from Rs. 54,716 million in fiscal year 2013 to Rs. 72,821 million ($ 1,213.7 million) by Rs. 18,105 million or 33.1% in fiscal year 2014 due to one time amortization of borrowing cost due to prepayment of Cairn India acquisition loans partially offset by favorable refinancing of these loans, cessation of interest capitalization pertaining to the Jharsuguda smelter during fiscal year 2014 and translation loss on foreign currency borrowings.

Tax expense

Tax expense/credit changed from tax credit of Rs. 7,502 million in fiscal year 2013 to tax expenses of Rs. 34,646 million ($ 577.4 million) in fiscal year 2014. Our effective income tax rate, calculated as tax expense/credit divided by our profit before taxes, was credit of 6.8% in fiscal year 2013 as compared to expense of 35.8% in fiscal year 2014. The effective tax rate increased during fiscal year 2014, largely due to a one time credit of Rs. 15,790 million following the internal reorganization in Cairn India during fiscal year 2013. Effective tax rate increased in fiscal year 2014, despite the impact of a tax reversal of Rs. 13,990 million on account of the Re-organization Transactions, as the benefit was largely offset by the increase in the deferred tax liability on the fair valuation of Cairn India following an increase in surcharge by 5% and other one time provisions.

Non-controlling interest

On account of above mentioned factors, profit for the year decreased from Rs. 117,228 million in fiscal year 2013 to Rs. 62,226 million ($ 1,037.1 million) in fiscal year 2014, a decrease of Rs. 55,002 million or 46.9%.

Profit attributable to non-controlling interest decreased from Rs. 54,865 million in fiscal year 2013 to Rs. 46,760 million ($ 779.3 million) in fiscal year 2014, a decrease of Rs. 8,105 million or 14.8%, driven by the fall in profit during the year. Non-controlling interest as a percentage of profit increased from 46.8% in fiscal year 2013 to 75.1% in fiscal year 2014.

Comparison of years ended March 31, 2012 and March 31, 2013

Revenue and Operating Profit

Consolidated

Revenue increased from Rs. 598,116 million in fiscal year 2012 to Rs. 722,303 million in fiscal year 2013, an increase of Rs. 124,187 million, or 20.8%. This increase was primarily due to a full year of revenue from Cairn India, which was acquired on

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December 8, 2011, and an increase in sales volume across all businesses except for iron ore, which was adversely impacted by the suspensions of mining activities in the states of Karnataka and Goa. The revenue increase was also partially offset by lower commodity prices and lower revenue in the iron ore business, the zinc businesses and the copper business in India and Australia.

Operating profit increased from Rs. 107,525 million in fiscal year 2012 to Rs. 129,511 million in fiscal year 2013, an increase of Rs. 21,986 million, or 20.4%. This increase was primarily attributable to a full year of operating profit from Cairn India, which was acquired on December 8, 2011, an increase in sales volume across all businesses except for iron ore, which was adversely impacted by the mining bans in the states of Karnataka and Goa, and a continuing focus on operational efficiencies, offset by lower operating profit from the iron ore business, declining commodity prices and increased costs. Operating margin decreased from 18.0% in fiscal year 2012 to 17.9% in fiscal year 2013 due to lower production of iron ore and a decrease in commodity prices, partially offset by depreciation of the Indian Rupee against the US dollar.

Contributing factors to our consolidated operating profit were as follows:

• The earnings from the iron ore business decreased from an operating profit of Rs. 23,115 million in fiscal year 2012 to operating loss of Rs 77 million in fiscal year 2013. The loss was primarily attributable to the mining ban in the states of Karnataka and Goa, partially offset by higher production of pig iron and metallurgical coke.

• Depreciation and amortization charges increased from Rs. 61,111 million in fiscal year 2012 to Rs. 117,103 million in fiscal year 2013. The increase was primarily due to the inclusion of full-year charges related to the Cairn India, as compared to four-month charges in fiscal year 2012, reflecting the fact that the acquisition was not completed until December 8, 2011. The remaining depreciation increase was due to the capitalization of projects by HZL and 2,400 MW Jharsuguda power facility, partially offset by lower amortization costs at the iron ore and Zinc International businesses due to lower production.

• Cost of sales increased from Rs. 435,993 million in fiscal year 2012 to Rs. 556,663 million in fiscal year 2013, an increase of Rs. 120,670 million, or 27.7%. Cost of sales increased primarily due to increase in volumes across all the businesses (except iron ore) and higher raw material costs across segments. The increase in raw material costs was due to inflation in the prices of all commodities. Cost of sales as a percentage of revenue increased from 72.9% in fiscal year 2012 to 77.1% in fiscal year 2013.

• Other operating income increased from Rs. 2,252 million in fiscal year 2012 to Rs. 3,791 million in fiscal year 2013, an increase of Rs. 1,539 million, or 68.3%. The increase was primarily due to higher profit on sale of fixed assets by Rs. 666 million and increase in scrap sales revenue by Rs. 310 million as against fiscal year 2012.

• Distribution expenses decreased from Rs. 32,151 million in fiscal year 2012 to Rs. 16,430 million in fiscal year 2013, a decrease of Rs. 15,721 million, or 48.9%, primarily due to lower volumes of iron ore as compared to fiscal year 2012. As a result, distribution expense as a percentage of revenue decreased from 5.4% in fiscal year 2012 to 2.3% in fiscal year 2013.

• Administration expenses decreased from Rs. 24,699 million in fiscal year 2012 to Rs. 23,490 million in fiscal year 2013, a decrease of Rs. 1,209 million, or 4.9%. The decrease was mainly due to a charge of Rs.4,233 million with respect to the claim made by Asarco in fiscal year 2012 resulting in higher administrative expenses recorded during the year, partly offset by a charge of Rs.1,000 million recorded in fiscal year 2013 towards the amount paid to District Collector, Tuticorin, for improvement of the environment near the Tuticorin smelter, as directed by the Supreme Court of India. As a percentage of revenue, administration expenses decreased from 4.1% in fiscal year 2012 to 3.2% in fiscal year 2013.

Zinc India

Revenue in the Zinc India segment increased from Rs. 111,319 million in fiscal year 2012 to Rs. 123,241 million in fiscal year 2013, an increase of Rs. 11,922 million, or 10.7%. This increase was primarily due to the depreciation of Indian rupee against the US dollar by 13.6% and an increase in lead and silver sales volume, offset by lower daily average LME prices of zinc, lead and silver. Specifically:

• Zinc ingot production decreased from 758,716 tons in fiscal year 2012 to 676,923 tons in fiscal year 2013, a decrease of 10.8%, in line with the mine plan for the year. Zinc ingot sales also decreased in line with the lower production, from 758,499 tons in fiscal year 2012 to 674,959 tons in fiscal year 2013, a decrease of 11.0%.

• Zinc ingot sales in the domestic market increased from 438,171 tons in fiscal year 2012 to 471,032 tons in fiscal year 2013, an increase of 7.5%. Our domestic sales as a percentage of total sales increased from 57.8% in fiscal year 2012 to 69.8% in fiscal year 2013. We endeavor to sell large quantities of our products domestically, where we receive an Indian market premium. As a result of lower production volume, as well as more of the production being sold in the domestic market, our export sales decreased from 320,328 tons of zinc in fiscal year 2012 to 203,926 tons of zinc in fiscal year 2013, a decrease of 36.3%.

• The daily average zinc cash settlement price on the LME decreased from $ 2,098 per ton in fiscal year 2012 to $ 1,948 per ton in fiscal year 2013, a decrease of 7.2%.

• Zinc concentrate sales increased from nil in fiscal year 2012 to 119,570 dry metric tons in fiscal year 2013. This increase was primarily due to the availability of surplus zinc concentrate in the second half of fiscal year 2013. Lead concentrate sales to third parties decreased from 10,086 dry metric tons in fiscal year 2012 to nil in fiscal year 2013, due to increase in internal consumption on account of higher metal production at HZL’s lead smelters.

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• Lead ingot production increased from 92,099 tons in fiscal year 2012 to 118,316 tons in fiscal year 2013, an increase of 28.5%, due to the ramp up of the lead smelter at Dariba commissioned in fiscal year 2012. Lead ingot sales increased from 91,701 tons in fiscal year 2012 to 117,445 tons in fiscal year 2013, an increase of 28.1%, due to increase in production.

• Silver ingot production increased from 206,945 kilograms in fiscal year 2012 to 373,900 kilograms in fiscal year 2013, an increase of 80.7%, primarily due to higher output from Sindesar Khurd mine and Dariba lead smelter. Sale of silver ingots increased from 205,691 kilograms in fiscal year 2012 to 373,954 kilograms in fiscal year 2013, an increase of 81.8% enabled by the increase in production.

• The daily average lead cash settlement price on the LME decreased from $ 2,269 per ton in fiscal year 2012 to $ 2,113 per ton in fiscal year 2013, a decrease of 6.9%.

• The daily average silver London Bullion Market Association prices decreased from $ 35.3 per ounce in fiscal year 2012 to $ 30.5 per ounce in fiscal year 2013, a decrease of 13.6%.

Operating profit in the zinc segment increased from Rs. 54,060 million in fiscal year 2012 to Rs. 58,341 million in fiscal year 2013, an increase of Rs. 4,281 million, or 7.9%. Operating margin however, decreased from 48.6% in fiscal year 2012 to 47.3% in fiscal year 2013. The increase in operating profit in fiscal year 2013 was primarily due to the higher lead and silver sales volume and Rupee depreciation, offset by lower daily average LME prices of zinc and lead, and lower daily average silver London Bullion Market Association prices which cumulatively had a positive impact of Rs. 6,590 million in fiscal year 2013. Operating profit was also negatively affected by increase in the cost of production of zinc (not including royalty) from Rs. 40,003 per ton in fiscal year 2012 to Rs. 44,550 per ton in fiscal year 2013 and cost of production of lead (not including royalty) from Rs. 39,816 per ton in fiscal year 2012 to Rs. 40,316 per ton in fiscal year 2013 which had an impact of Rs. 2,480 million. The decrease in operating margin was also due to lower daily average LME prices of zinc and lead, lower daily average silver London Bullion Market Association prices and higher cost of production in fiscal year 2013.

Zinc International

Revenue from external customers in the Zinc International segment increased from Rs. 41,272 million in fiscal year 2012 to Rs. 43,475 million in fiscal year 2013, an increase of Rs. 2,203 million or 5.3%. The increase in revenue was primarily contributed by the rupee depreciation against the US dollar, offset by the fall in daily average zinc and lead LME prices combined with lower volumes in Lisheen in accordance with the mine plan. Specifically:

• Production of refined zinc metal at Skorpion registered a marginal increase from 144,755 tons in fiscal year 2012 to 145,342 tons in fiscal year 2013, an increase of 587 tons or 0.4%.

• Production of zinc metal in concentrate from the Lisheen and BMM mines decreased from 214,975 tons in fiscal year 2012 to 208,063 tons in fiscal year 2013, a fall of 3.2%. Production of lead MIC also decreased from 83,780 tons to 72,289 tons, a decrease of 11,491 tons or 13.7%. The fall in production was in line with the current year’s mine plan.

• The daily average Zinc cash settlement price on the LME decreased from $ 2,098 per ton in fiscal year 2012 to $ 1,948 per ton in fiscal year 2013, a decrease of 7.2%.

• The daily average Lead cash settlement price on the LME decreased from $ 2,269 per ton in fiscal year 2012 to $ 2,113 per ton in fiscal year 2013, a decrease of 6.9%.

Operating profit in the Zinc International segment decreased from Rs. 6,008 million in fiscal year 2012 to Rs 5,078 million in fiscal year 2013, a decrease of Rs. 930 million or 15.5%, largely on account of the fall in volumes and lower daily average metal prices, partly offset by lower production costs. Operating margin decreased from 14.6% in fiscal year 2012 to 11.7% in fiscal year 2013.

Oil and Gas

Revenue from the oil and gas segment increased from Rs. 44,944 million in fiscal year 2012 to Rs. 175,518 in fiscal year 2013, an increase of Rs. 130,574 million, or 290.5%. Prior year performance is not comparable as the acquisition of the oil and gas business was completed during fiscal year 2012 and revenues for fiscal year 2012 only represents the period from December 8, 2011 to March 31, 2012.

Operating profit in the oil & gas segment increased from Rs. 16,887 million in fiscal year 2012 to Rs. 50,370 million in fiscal year 2013, an increase of Rs. 33,483 million, or 198.3%. Prior year performance is not comparable as the acquisition of the oil and gas business was completed during fiscal year 2012 and operating profit for fiscal year 2012 only represents the period from December 8, 2011 to March 31, 2012.

Iron Ore

Revenue from the iron ore segment decreased from Rs. 88,248 million in fiscal year 2012 to Rs. 26,054 million in fiscal year 2013, a decrease of Rs. 62,194 million, or 70.5%. The production of saleable iron ore in fiscal year 2013 was 3.7 million

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tons, a decrease of 10.1 million tons, or 73.2%, from 13.8 million tons in fiscal year 2012, primarily as a result of the ban on mining activities in the state of Karnataka and the suspension of mining activities in the state of Goa. The decrease in iron ore production was partially offset by significant increases in pig iron and metallurgical coke production from the commissioning of new pig iron capacity and associated metallurgical coke capacity in the second quarter of fiscal year 2013.

Earnings in the iron ore segment decreased from an operating profit of Rs. 23,115 million in fiscal year 2012 to an operating loss of Rs. 77 million in fiscal year 2013, a decrease of Rs. 23,192 million, or 100.3%. The decrease in operating profit is primarily due to the continuation of mining ban in the state of Karnataka and a suspension of mining activities in the state of Goa in fiscal year 2013, partially offset by higher production of pig iron and metallurgical coke.

Copper

Revenue from the copper segment increased from Rs. 201,647 million in fiscal year 2012 to Rs. 217,262 million in fiscal year 2013, an increase of Rs. 15,615 million, or 7.7%. This increase was primarily due to the increase in production of cathodes and higher sales in Fujairah, offset by lower daily average LME prices of copper. Specifically:

• Copper cathode production increased from 325,877 tons in fiscal year 2012 to 353,154 tons in fiscal year 2013, an increase of 8.4%. The production in fiscal year 2013 was higher, as we produced cathodes from blister copper as well during fiscal year 2013, translating into higher volumes. Copper cathode sales increased from 159,004 tons in fiscal year 2012 to 178,817 tons in fiscal year 2013, an increase of 12.5%, due to increased production.

• Production of copper rods increased from 161,421 tons in fiscal year 2012 to 171,855 tons in fiscal year 2013, an increase of 6.5%, reflecting market demand. Copper rod sales increased from 161,514 tons in fiscal year 2012 to 171,653 tons in fiscal year 2013, an increase of 6.3%, in line with the increase in production.

• Sales of copper in the Indian market decreased from 197,434 tons in fiscal year 2012 to 196,626 tons in fiscal year 2013, a decrease of 0.4%, and our exports increased from 123,084 tons in fiscal year 2012 to 153,844 tons in fiscal year 2013, an increase of 25.0%. Our domestic sales as a percentage of total sales decreased from 61.6% in fiscal year 2012 to 56.1% in fiscal year 2013. We sell large quantities of our products domestically, where we receive an Indian market premium. The decrease, is on account of our effort to reduce our sales volume to Special Economic Zones or Export Oriented Units and improve our exports volume to Focus Markets, where the margins are relatively higher. As a result, volume of our deemed exports, included in the domestic sales volume discussed above, decreased from 9,969 tons in fiscal year 2012 to 4,796 tons in fiscal year 2013.

• The daily average copper cash settlement price on the LME decreased from $ 8,475 per ton in fiscal year 2012 to $ 7,853 per ton in fiscal year 2013, a decrease of 7.3%.

Operating profit in the copper segment increased from Rs. 7,765 million in fiscal year 2012 to Rs. 8,517 million in fiscal year 2013, an increase of Rs. 752 million, or 9.7%. Operating margin remained constant at 3.9% in fiscal year 2012 and fiscal year 2013. The increase in operating profit was primarily due to the profit in fiscal year 2012 being impacted by a provision of 4,233 million due to the judgment in the legal proceeding relating to Asarco, offset by the profit in fiscal year 2013 that was impacted by lower daily average LME copper prices, lower TcRc rates in line with the market conditions, higher cost of production and a charge of Rs. 1,000 million towards the amount paid to the District Collector, Tuticorin, for improvement of the environment, including soil and water, in the vicinity of the Tuticorin smelter, as directed by the Supreme Court of India. In particular:

• TcRc rates decreased from an average of 14.5¢/lb realized in fiscal year 2012 to an average of 12.8 ¢/lb realized in fiscal year 2013.

• Cost of production, which consists of cost of smelting and refining costs, increased significantly from 0.0 ¢/lb in fiscal year 2012 to 8.7 ¢/lb in fiscal year 2013, primarily due to lower average realization on the sale of sulphuric acid, a by-product, from Rs. 4,212 per ton in fiscal year 2012 to Rs. 1,805 per ton in fiscal year 2013, which was partially offset by higher sulphur recoveries and had an impact of 5.2 ¢/lb in the cost of production, and higher cost of consumables, marginally offset by higher metal recoveries.

Aluminium

Revenue from external customers in the aluminium segment increased from Rs. 82,195 million in fiscal year 2012 to Rs. 99,073 million in fiscal year 2013, an increase of Rs. 16,878 million, or 20.5%. This increase was primarily due to depreciation of the Indian rupee against the US dollar by 13.6%, higher volumes and increased metal premiums, offset by the decline in the daily average LME prices of aluminium. Specifically:

• Aluminium production increased from 675,416 tons in fiscal year 2012 to 774,026 tons in fiscal year 2013, an increase of 98,610 tons, or 14.6%, aided by the increase in volumes from the Jharsuguda aluminium smelter.

• Aluminium sales increased from 668,991 tons in fiscal year 2012 to 773,001 tons in fiscal year 2013, an increase of 15.5%, due to an increase in production at the smelter at Jharsuguda. Similarly, sales of aluminium ingots increased from 262,651 tons in fiscal year 2012 to 313,636 tons in fiscal year 2013, an increase of 19.4%, and wire rod sales

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increased from 267,214 tons in fiscal year 2012 to 295,430 tons in fiscal year 2013, an increase of 10.6%, due to an increase in production at the smelter at Jharsuguda. Rolled product sales decreased from 63,996 tons in fiscal year 2012 to 58,160 tons in fiscal year 2013, a decrease of 9.1%, primarily due to a decrease in production from BALCO. Billets sales increased from 65,966 tons in fiscal year 2012 to 98,379 tons in fiscal year 2013.

• Aluminium sales in the domestic Indian market increased from 534,361 tons in fiscal year 2012 to 660,533 tons in fiscal year 2013, an increase of 23.6%, due to lower production by Hindalco Industries Limited and National Aluminium Company Limited, the other large manufacturers in India, on account of smelter shut downs for part of the year. Aluminium sales exports decreased from 134,630 tons in fiscal year 2012 to 112,467 tons in fiscal year 2013, due to increase in the higher margin domestic sales volume. Our aluminium domestic sales as a percentage of total sales increased from 79.9% to 85.5% due to demand from the power distribution industry, transmission infrastructure and infrastructure growth in India.

• The daily average aluminium cash settlement price on the LME decreased from $ 2,313 per ton in fiscal year 2012 to $ 1,974 per ton in fiscal year 2013, a decrease of 14.7%.

Earnings in the aluminium segment improved from an operating loss Rs. 2,585 million in fiscal year 2012 to an operating profit of Rs. 960 million in fiscal year 2013, with an overall impact of Rs. 3,545 million. Higher sales realization due to depreciation of the Indian rupee against the US dollar and higher metal premiums partially offset by lower daily average LME prices of aluminium contributed to increase in operating profit by Rs. 5,317 million. However, increase in cost of production net of by-product credit from Rs. 100,255 per ton in fiscal year 2012 to Rs. 102,339 in fiscal year 2013, largely on account of higher power and alumina costs resulted in the reduction in operating profit by Rs. 1,610 million. Operating margin improved from (3.1%) in fiscal year 2012 to 1.0% in fiscal year 2013.

Power

Revenue from external customers in the power segment increased from Rs. 26,088 million in fiscal year 2012 to Rs. 34,169 million in fiscal year 2013, an increase of Rs. 8,081 million or 31.0%, the increase being primarily due to the generation from the third 600 MW unit of the Jharsuguda 2,400 MW power plant and increased power generation from the 150 MW wind power generation capacity set up in fiscal year 2012, offset by lower generation from BALCO’s 270 MW power plant. Specifically:

• Power generated increased from 8,084 million units in fiscal year 2012 to 10,112 million units in fiscal year 2013, an increase of 25.1%, whereas, excluding the trial runs, the net power sold increased from 7,158 million units (excluding the power generated under trial runs of 926 million units) in fiscal year 2013 to 9,318 million units (excluding the power generated under trial runs of 795 million units) in fiscal year 2012, an increase of 30.2%. This increase was on account of the third unit of the Jharsuguda 2,400 MW power plant capitalized in February 2012 and 150 MW wind power generation capacity set up in the fourth quarter of fiscal year 2012 generating power for the whole year in fiscal year 2013. Power generated from these plants was higher by 2,081 million units and 175 million units respectively in fiscal year 2013 as compared to fiscal year 2012. However, this increase has been partially offset by the power evacuation constraints imposed on the Jharsuguda 2,400 MW power plant after a power grid failure in the end of August 2012, and lower power sales in BALCO’s 270 MW of 1,241 million units in fiscal year 2013 as compared to 1,605 million units in fiscal year 2012, on account of evacuation constraints.

• The average power realization reduced from Rs.3.39 per unit in fiscal year 2012 to Rs.3.33 per unit fiscal year 2013.

• Cost of generation at the power business decreased from Rs. 2.6 per unit in fiscal year 2012 to Rs. 2.1 per unit in fiscal year 2013, mainly driven by decrease in the Jharsuguda 2,400 MW power plant’s power generation cost from Rs. 2.6 per unit to Rs. 2.1 per unit over the corresponding period, on account of lower coal costs and efficient plant operations.

Operating profit in the power segment increased from Rs. 2,335 million in fiscal year 2012 to Rs. 6,393 million in fiscal year 2013, an increase of Rs. 4,058 million or 173.8%, primarily due to higher power generation from the units commissioned during fiscal year 2012 and improved efficiency from the increased scale of operations and lower generations costs, marginally offset by lower power realizations. Operating margin increased from 9.0% in fiscal year 2012 to 18.7% in fiscal year 2013.

Other

Operating loss in our other business segment increased from Rs. 60 million in fiscal year 2012 to Rs. 71 million in fiscal year 2013.

Investment and Other income

Investment and other income increased from Rs. 23,583 million in fiscal year 2012 to Rs. 34,931 million in fiscal year 2013 an increase of Rs. 11,348 million or 48.1%, primarily due to an increase of Rs. 6,356 million due to higher interest income from investments and other receivables, and increase of Rs.4,475 in the fair value of financial assets held for trading, primarily due to the consolidation of Cairn India for the whole year in fiscal year 2013.

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Finance costs

Finance costs increased from Rs. 46,323 million in fiscal year 2012 to Rs. 54,716 million in fiscal year 2013. This was primarily due to the interest on the debt incurred during the fiscal year 2012 for the Cairn India acquisition.

Share in profit/ loss of associate

Share in profit of associate decreased from Rs.4,404 million in fiscal year 2012 to nil in fiscal year 2013, as Cairn India has been consolidated as a subsidiary with effect from December 8, 2011.

Tax expense

Tax expense/credit changed from tax expense of Rs. 7,710 million in fiscal year 2012 to tax credit of Rs. 7,502 million in fiscal year 2013. Our effective income tax rate, calculated as tax expense divided by our profit before taxes, was expense of 8.6% in fiscal year 2012 as compared to credit of 6.8% in fiscal year 2013. The effective tax rate changed in fiscal year 2013 primarily due to a tax holiday in the Rajasthan oil fields of Cairn India, reorganization of Cairn India subsidiaries and reversal of deferred tax liabilities on amortization costs. Also, tax planning measures in operating subsidiaries resulted in lower tax rates primarily as a result of tax holidays on power plants and area based incentives.

Non-controlling interest

Profit attributable to non-controlling interest increased from Rs. 29,668 million in fiscal year 2012 to Rs. 54,865 million in fiscal year 2013, an increase of Rs. 25,197 million or 84.9%. Non-controlling interest as a percentage of profit increased from 36.4% in fiscal year 2012 to 46.8% in fiscal year 2013. The increase was primarily due to increased share of profit from Cairn India.

Liquidity and Capital Resources

The following table is derived from our selected consolidated financial data and sets forth our cash flow for the fiscal years 2010, 2011, 2012, 2013 and 2014:

	For the Year Ended March 31,
	2010			2011			2012			2013			2014			2014
	(Rs. In millions)			(Rs. In millions)			(Rs. In millions)			(Rs. In millions)			(Rs. In millions)			(US dollars in millions)
Cash Flow Data:
Net cash provided by (used in):
Operating activities		78,690			116,379			154,064			97,110			56,199			936.9
Investing activities		(214,310	)		(157,215	)		(484,939	)		(153,176	)		(52,631	)		(877.2	)
Financing activities		134,076			59,771			370,706			1,855			(6,280	)		(104.9	)

Liquidity

As of March 31, 2014, we had cash and short term investments (excluding restricted cash and cash equivalents) totaling Rs. 530,975 million ($ 8,849.6 million), and near-term debt redemption obligations of Rs. 79,705 million ($ 1,328.4 million), and we had, on a standalone basis, cash and short term investments (excluding restricted cash and cash equivalents) totaling Rs. 23,170 million ($ 386.2 million). We expect that our current cash and short term investments, together with our cash flows from operations, will be our principal sources of cash to satisfy our capital requirements for the next few years. We also obtained cash from shareholder contributions to our share capital, offerings of our equity shares or ADSs and by issue of Foreign Currency Convertible Notes or FCCNs during fiscal year 2010. While we believe that our current and anticipated sources of cash will be adequate to satisfy our capital requirements, current global market and economic conditions have increased the cost of and decreased the availability of credit and adversely affected the financial markets and economy in India, the United States and most other western and emerging economies, which in turn has had, and may continue to have, a material adverse effect on our business, our financial performance and the prices of our equity shares and ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Investments in Indian Companies, Global Economic Conditions and International Operations”.

Capital Requirements

Our principal capital requirements include:

• capital expenditures, towards expansion of capacities in existing businesses including modernization of facilities, development of discovered oil fields and to sustain production or for enhanced recovery from reservoir and towards exploration and other ancillary business activities;

• the establishment of our commercial power generation business;

• consolidation of our ownership in our various subsidiaries; and

• acquisitions of complementary businesses that we determine to be attractive opportunities.

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We continue to consider increasing capacities of our existing businesses through greenfield and brownfield projects and through acquisitions as one of our major growth strategies, though we are actively monitoring global market and economic conditions and the outlook for commodity prices, as well as our current and anticipated liquidity positions, as we constantly evaluate our desired rate of growth in pursuing this strategy.

Our business is heavily dependent on plant and machinery for the production of our copper, zinc, oil and gas, iron ore and aluminium products, as well as investments in our mining and exploration operations and our commercial power generation business. Investments to maintain and expand production facilities are, accordingly, an important priority and have a significant effect on our cash flows and future results of operations. Our capital expenditures in fiscal year 2012, 2013 and 2014 were Rs 101,245 million Rs. 85,321 million and Rs 95,309 million ($ 1,588.5 million), respectively, largely due to our capacity expansion and new projects across our copper, zinc, aluminium and power businesses.

HZL has expansion projects in the amount of approximately Rs. 79,400 million ($ 1,323.3 million) to be spent on the expansion of its existing underground mines together with the development of the underground mine at Rampura Agucha, expansion of Sindesar Khurd, Zawar, Rajpura Dariba and Kayad mines. The plan also involves the opening up of a new mine at Bamnia Kalan in the Rajpura Dariba belt. Production from these mines will be gradually enhanced through the continuous development of the mines. As of March 31, 2014, Rs. 11,420 million ($ 190.3 million) has been spent.

We commenced exploration campaigns in Rajasthan in our oil and gas business to test prospective reserves. To unlock the potential, continued exploration drilling, seismic activities and construction activities, studies are being carried out. The estimated cost of this project is Rs. 22,598 million ($376.6 million). The capital expenditure spent on this project as of March 31, 2014, is Rs. 10,760.8 million ($179.3 million).

We have ongoing-projects in the amounts of approximately Rs. 192,455.0 million ($3,207.6 million) set up on the existing producing fields at Mangala, Bhagyam and Aishwariya. The plan involves ramping up or sustaining the production from all the fields for which additional wells and related surface facilities are being drilled and constructed. As of March 31, 2014, Rs. 132,320 million ($ 2,205.3 million) was spent.

The Mangala Development pipeline is designed to evacuate the crude oil produced from the Rajasthan assets and provide access to markets. The pipeline ends at the coastal location of Bhogat and has been been completed till the area of Salaya, Gujarat. The estimated cost of developing the pipeline is Rs. 76,740 million ($1,279 million). As of March 31, 2014, Rs. 60,254 million ($ 1,004.2 million) has been spent.

We have Rs. 22,900 million ($ 381.7 million) of ongoing expansion projects to increase our total copper capacity to 800,000 tpa with a 160 MW coal based thermal captive power plant and on October 1, 2012, the first 80 MW unit of the new captive power plant was commissioned and the second 80 MW unit was commissioned on March 7, 2014. Surplus power generated by this plant is currently sold to third parties, but the expansion of the smelter is on hold as the necessary approvals have not yet been obtained. Specifically, the proposed capacity expansion at Tuticorin had been delayed since December 2009 due to a writ petition filed before the High Court of Madras, although this petition has not prevented the continued operation of the plant. We have incurred Rs. 14,550 million ($ 242.5 million) on these projects as of March 31, 2014.

BALCO is building a 1,200 MW coal-based captive power plant in Chhattisgarh consisting of four units of 300 MW each. Final stage regulatory approvals are awaited.

BALCO is in the process of setting up a 325,000 tpa aluminium smelter and 1,200 MW captive power facility at an estimated cost of Rs. 95,110 million ($ 1,585.2 million) which uses pre-baked technology from the Guiyang Aluminium —Magnesium Design & Research Institute, or GAMI, of China. The first metal tapping from the 325,000 tpa aluminium smelter started in fiscal year 2014, and we expect to commence commercial production by the second quarter of fiscal year 2015. The capital expenditure spent on these projects as of March 31, 2014 is Rs. 83,198 million ($ 1,386.6 million).

BALCO received a coal block allocation of 211 million tons for use in its captive power plants in November 2007. These allocated coal blocks are regarded as non-reserve coal deposits. The environment and forest clearance have been received. BALCO has received the forest diversion clearance and the rehabilitation and resettlement approval and is currently working to obtain the mining lease. The estimated cost of developing the coal mine is Rs. 7,150 million ($ 119.2 million). As of March 31, 2014, Rs. 744 million ($ 12.4 million) has been spent.

We planned to invest Rs. 106,000 million ($ 1,766.7 million) to expand our alumina refining capacity at Lanjigarh to 5 mmtpa by (i) increasing the current alumina refinery’s capacity to 2,000,000 tpa by de-bottlenecking; (ii) constructing a second alumina refinery with a capacity of 3 mmtpa; and (iii) constructing an associated 210 MW captive power plant. However, the expansion of the alumina refinery at Lanjigarh has been on hold since October 2010, the date of the MoEF’s direction to us to cease further construction. See “Item 8. Financial Information - A. Consolidated Statements and Other Financial Information – Legal Proceedings” for details. As of March 31, 2014, we spent Rs. 42,340 million ($ 705.7 million) we are also investing an estimated Rs. 145,000 million ($ 2,416.7 million) to set up a second 1,250,000 tpa aluminium smelter. Power to the new smelter will be provided by our 2,400 MW commercial power plant at Jharsuguda. As of March 31, 2014, we spent Rs. 119,510 million ($ 1,991.8 million) on this project.

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The boiler light up and synchronization of the first 660 MW unit of the 1,980 MW coal based thermal commercial power plant at Talwandi Sabo in the state of Punjab was achieved in the third quarter of fiscal year 2014. The first 660 MW of the plant is under commissioning, with the reliability run of the unit planned during second quarter of fiscal year 2015. The remaining units are expected to be commissioned during the fiscal year 2015. The estimated cost of this 1,980 MW project is Rs. 115,460 million ($ 1,914.3 million). As of March 31, 2014, we spent Rs. 96,520 million ($ 1,608.7 million) on this project.

In fiscal year 2015 and 2016, we have scheduled loan repayment obligations, denominated in a mix of Indian Rupees and US dollars of Rs. 79,705 million ($ 1,328.4 million) and Rs. 50,523 million ($ 842.1 million), respectively, for various outstanding long-term loans. We plan to finance our capital expenditures and our loan repayment obligations out of our cash flows from operations and financing activities. Our failure to make planned expenditures could adversely affect our ability to maintain or enhance our competitive position and develop higher margin products.

Consistent with our strategy to consolidate our ownership interests in our key subsidiaries, we had exercised the second call option to acquire the GoI’s remaining ownership interest in HZL although the exercise is currently subject to dispute. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information. The option value will be the fair market value determined by an independent appraiser, and will entail significant capital requirements. Based solely on the market price of HZL’s shares on the NSE on July 31, 2014 of Rs.161.2 ($2.7) per share, and not including the other factors that the independent appraiser may consider, one possible estimation of the exercise price to acquire all of the GoI’s 1,247,950,590 shares in HZL would be Rs. 201,170 million ($3,352.8 million). If the GoI sells its remaining ownership interest in HZL through a public offer, we may look into alternative means of increasing our ownership interest in HZL.

In addition, we have exercised our option to acquire the GoI’s remaining 49.0% ownership interest in BALCO, although the exercise of this option has been contested by the GoI and the GoI retains the right and has expressed an intention to sell 5.0% of BALCO to BALCO employees. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO” for more information.

We may in the future make acquisitions of mines, plants or minerals and metals businesses that complement or enhance our existing businesses.

We have consistently paid dividends including tax on dividend amounting to Rs. 18,337 million for fiscal year 2012, Rs. 18,472 million in fiscal year 2013 and Rs. 27,057 million ($ 450.9 million) in fiscal year 2014.

Capital Resources

We plan to finance our capital requirements through a mix of cash flows from operating and financing activities. We do not depend on off-balance sheet financing arrangements. We believe that our working capital requirements can be sufficiently funded through our internal accruals and undrawn line of credit.

Comparison of Years Ended March 31, 2013 and March 31, 2014

Net Cash from Operating Activities

Net cash from continuing operating activities was Rs. 56,199 million ($ 936.9 million) in fiscal year 2014 compared to net cash from continuing operating activities of Rs. 97,110 million in fiscal year 2013, a decrease of Rs. 40,911 million. Net decrease in cash generation from operations arose mainly due to following reasons:

• net purchases of short term investments was Rs. 120,662 million ($ 2,011.1 million) in fiscal year 2014 compared to net purchase of short term investments of Rs. 65,871 million in fiscal year 2013.

• income tax paid was Rs. 46,703 million ($ 778.4 million) in fiscal year 2014 compared to outflow of Rs. 60,983 million in fiscal year 2013.

• the cash used in operating assets and liabilities (working capital) in fiscal year 2014 was Rs. 7,078 million ($118.0 million) compared to cash used of Rs. 2,438 million in fiscal year 2013.

• interest paid was Rs. 49,625 million ($ 827.1 million) in fiscal year 2014 compared to outflow of Rs. 48,918 million in fiscal year 2013.

• interest received was Rs. 16,678 million ($ 278.0 million) in fiscal year 2014 compared to inflow of Rs. 3,051 million in fiscal year 2013.

• dividends received was Rs. 67 million ($ 1.1 million) in fiscal year 2014 compared to inflow of Rs. 1,802 million in fiscal year 2013.

We believe our current working capital is sufficient for our present capital requirements.

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Net Cash Used in Investing Activities

Net cash used in investing activities was Rs. 52,631 million ($ 877.2 million) in fiscal year 2014 and Rs. 153,176 million in fiscal year 2013. The net cash used in investing activities in fiscal year 2014 was lower primarily due to:

• cash inflow of Rs. 1,100 million ($ 18.3 million) in fiscal year 2014 on account of proceeds from the sale of available for sale financial assets compared to cash inflow of Rs. 8,662 million in fiscal year 2013.

• higher cash used towards expansion projects and exploration across our zinc, oil and gas, iron ore, copper, aluminium and power businesses of Rs. 95,309 million ($ 1,588.5 million) in fiscal year 2014 as compared to Rs. 85,321 million in fiscal year 2013.

• net cash inflow was Rs. 42,944 million ($ 715.8 million) in fiscal year 2014 as compared to net cash outflow from short term deposits of Rs. 50,567 million in fiscal year 2013.

• net cash outflow on account of loans to related parties was Rs. 3,473 million ($ 57.9 million) in 2014 as compared to net cash outflow of Rs. 25,548 million in fiscal year 2013.

Net Cash provided by Financing Activities

Net cash used in financing activities was Rs. 6,280 million ($ 104.9 million) in fiscal year 2014 and provided by financing activities was Rs. 1,855 million in fiscal year 2013, primarily on account of:

• net cash outflow from long-term and short-term debts (other than working capital and related party debt) was Rs. 64,832 million ($ 1080.5 million) as compared to cash outflow of Rs. 1,427 million in 2013.

• net cash inflow from acceptances was Rs. 10,344 million ($ 172.4 million) in fiscal year 2014 as compared to cash inflow of Rs. 29,109 million in fiscal year 2013.

• net cash outflow for payment of dividend (including deemed dividend and payment of dividend by subsidiaries to non-controlling interests) of Rs. 27,056 million ($ 450.9 million) in fiscal year 2014 as compared to Rs. 18,472 million in fiscal year 2013.

• net cash inflow from loans from related parties was Rs. 84,459 million ($ 1,407.7 million) in fiscal year 2014 as compared to cash outflow of Rs. 5,458 million in fiscal year 2013.

• net cash outflow from working capital loans was Rs. 8,275 million ($ 137.9 million) in fiscal year 2014 as compared to cash outflow of Rs. 653 million in fiscal year 2013.

• net cashflow on account of acquisition of non-controlling interest in WCL was Rs. 1,835 million in fiscal year 2013, as compared to nil in fiscal year 2014.

We tap both the domestic and offshore markets for our long-term funding needs. Since we have sizeable imports and exports, we access both import and export credits, based on cost effectiveness, both in the Indian Rupee and in foreign currencies, to finance our short-term working capital requirements. We have in place both secured and unsecured borrowings, with our secured borrowings being generally Indian Rupee denominated bonds.

We have tapped different segments of borrowing resources, including banks and capital markets, both in India and overseas. We have credit ratings of above investment grade from the local rating agencies such as CRISIL Limited and ICRA Limited. We therefore have not had, and do not believe that we will have, difficulty in gaining access to short-term and long-term financing sufficient to meet our current requirements.

Comparison of Years Ended March 31, 2012 and March 31, 2013

Net Cash from Operating Activities

Net cash from continuing operating activities was Rs. 97,110 million in fiscal year 2013 compared to net cash from continuing operating activities of Rs. 154,064 million in fiscal year 2012, a decrease of Rs. 56,954 million. Net decrease in cash generation from operations was primarily due to:

• net cash used in purchase of short term investments was Rs. 65,871 million in fiscal year 2013 compared to net proceeds from short term investments of Rs. 84,372 million in fiscal year 2012.

• income tax paid was Rs. 60,983 million in fiscal year 2013 compared to outflow of Rs. 32,968 million in fiscal year 2012.

• the cash used in operating assets and liabilities (working capital) in fiscal year 2013 was Rs. 2,438 million compared to cash used of Rs. 38,980 million in fiscal year 2012.

• interest paid was Rs. 48,918 million in fiscal year 2013 compared to outflow of Rs. 36,668 million in fiscal year 2012.

• interest received was Rs. 3,051 million in fiscal year 2013 compared to inflow of Rs. 8,615 million in fiscal year 2012.

• cash inflow due to profit and non cash adjustments were Rs. 270,467 million in fiscal year 2013 compared to Rs. 167,463 million in fiscal year 2012. Prior year performance is not comparable as the acquisition of the oil and gas business was completed during fiscal year 2012 and profit and non cash adjustments relating to oil and gas business for fiscal year 2012 only represents the period from December 8, 2011 to March 31, 2012.

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Net Cash Used in Investing Activities

Net cash used in investing activities was Rs. 155,011 million in fiscal year 2013 and cash used in investing activities was Rs. 484,939 million in fiscal year 2012. The net cash used in investing activities in fiscal year 2013 was lower due to:

• net cash outflow on account of acquisition of stakes in Cairn India, Goa Energy Limited and WCL of Rs. 389,559 in fiscal year 2012, as compared to nil in fiscal year 2013.

• cash inflow was Rs. 8,662 million in fiscal year 2013 on account of proceeds from the sales of available for sale financial assets as compared to net cash used in fiscal year 2012 towards purchase of investment of Rs. 7,158 million.

• lesser cash used towards our expansion projects and exploration across our zinc, oil and gas, iron ore, copper, aluminium and power businesses of Rs. 85,321 million in fiscal year 2013 as compared to Rs. 101,245 million in fiscal year 2012.

• net cash outflow was Rs. 50,567 million in fiscal year 2013 as compared to net cash inflow of short term deposits of Rs. 22,048 million in fiscal year 2012.

• net cash outflow on account of loans to related parties was Rs. 25,548 million in fiscal year 2013 as compared to net cash outflow of Rs. 10,243 million in fiscal year 2012.

Net Cash provided by Financing Activities

Net cash provided by financing activities was Rs. 1,855 million in fiscal year 2013 and net cash provided by financing activities was Rs. 370,706 million in fiscal year 2012, primarily due to:

• net cash outflow from long-term and short-term debts (other than working capital and related party debt) was Rs. 1,427 million as compared to cash inflow of Rs. 237,503 million in 2012.

• net cash inflow from acceptances was Rs. 29,109 million in fiscal year 2013 as compared to cash inflow of Rs. 6,408 million in fiscal year 2012.

• net cash outflow from working capital loans was Rs. 653 million in fiscal year 2013 as compared to cash inflow of Rs. 15,526 million in fiscal year 2012.

• net cash outflow from loans repaid to related parties was Rs. 5,458 million in fiscal year 2013 as compared to cash outflow of Rs. 131,747 million in fiscal year 2012.

• net cash outflow on account of acquisition of non controlling interest in WCL was Rs. 1,835 million in fiscal year 2013 as compared to nil in fiscal year 2012.

Outstanding Loans

See Note 18. “Borrowings” of Notes to the Consolidated financial statements.

Export Obligations

See Note 30.a.i. “Commitments, contingencies and guarantees - Commitments and contingencies - Export Obligations” of Notes to the Consolidated financial statements.

Guarantees

See Note 30.b. “Commitments, contingencies and guarantees - Guarantees” of Notes to the Consolidated financial statements.

Contractual Obligations

The following table sets out our total future commitments to settle contractual obligations as of March 31, 2014:

	Payment Due by Period (in millions)
	Total				Less than 1 Year				1-3 Years				3-5 Years				More than
																	5 Years
	(Rs.)		(US Dollar)		(Rs.)		(US Dollar)		(Rs.)		(US Dollar)		(Rs.)		(US Dollar)		(Rs.)		(US Dollar)
Bank loans and borrowings		714,653		11,910.9		164,970		2,749.5		170,360		2,839.2		240,227		4,003.8		139,096		2,318.3
Interest commitment		218,023		3,633.7		133,756		2,229.3		37,194		619.9		23,869		397.8		23,203		386.7
Other non-current liabilities1		12,576		209.6		—		—		11,554		192.6		248		4.1		774		12.9
Capital commitments		168,771		2,812.8		83,951		1,399.2		72,384		1,206.4		12,436		207.3		—		—
Total		1,114,023		18,567.0		382,677		6,378.0		291,492		4,858.1		276,780		4,613.0		163,073		2,717.9

1. Other non-current liabilities consist of security deposits and retentions.

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Our total future commitments to settle contractual obligations as of March 31, 2014 were Rs. 1,103,038 million ($ 18,384.0 million).

We also have commitments to purchase copper concentrate for our copper custom smelting operations. These commitments are based on future copper LME prices which are not ascertainable as of the date of this Annual Report.

Off-Balance Sheet Arrangements

See “Note 30 of Notes to the Consolidated financial statements”

Capital Expenditure and Commitments

Our principal financing requirements primarily include:

• capital expenditures, towards expansion of capacities in existing businesses including modernization of facilities;

• the establishment of our planned commercial power generation business;

• consolidation of our ownership in our various subsidiaries; and

• acquisitions of complementary businesses that we determine to be attractive opportunities.

The following table shows our capital expenditures in fiscal years 2012, 2013 and 2014:

	For Year Ended March 31,
	2012		2013		2014		2014
	(in millions)						(US dollars in millions)
Capital Expenditure		101,245		85,321		95,309		1,588.5

We had significant capital commitments as of March 31, 2013 and March 31, 2014 amounting to Rs. 121,950 million and Rs. 168,771 million ($ 2,812.8 million) respectively, related primarily to capacity expansion projects, including the following commitments:

(i) Rs. 10,424 million ($ 173.7 million) for commercial power generation business;

(ii) Rs. 41,720 million ($ 695.3 million) for capacity expansion at aluminium business;

(iii) Rs. 26,849 million ($ 447.5 million) for capacity expansion at HZL;

(iv) Rs. 14,219 million ($ 237.0 million) for copper business; and

(v) Rs. 74,230 million ($ 1,237.2 million) for expansion at Cairn.

Contingencies

See Note 30.a.ii. “Commitments, contingencies and guarantees - Commitments and contingencies - Contingencies” of Notes to the consolidated financial statements.

Foreign exchange effects

See Note 33(b). “Financial Instruments - Financial Risk - Foreign Exchange Risk” of Notes to the consolidated financial statements.

Recently issued accounting pronouncements

See Note 3.V. “Recently issued accounting pronouncements” of Notes to the consolidated financial statements.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Our board of directors consists of eight directors.

The following table sets forth the name, age and position of each of our directors, executive officers and significant employees as of the date hereof:

Name	Age		Position
Anil Agarwal(1)		62	Chairman Emeritus
Directors
Navin Agarwal(2)(3)		53	Executive Chairman and Whole Time Director
Naresh Chandra(4)		80	Non-Executive Director
Gurudas D. Kamat(5)		78	Non-Executive Director
Lalita D. Gupte(6)		65	Non-Executive Director
Ravi Kant(7)		69	Non-Executive Director
Tom Albanese(3)(8)		56	Chief Executive Officer and Whole Time Director
Tarun Jain(3)(9)		54	Whole Time Director
Din Dayal Jalan(3)(10)		57	Chief Financial Officer and Whole Time Director
Other Executive Officers
A.Thirunavukkarasu		53	President, Corporate Development- Chairman’s office
Dilip Golani		48	Director, Group Management Assurance and Information Technology
Mansoor Siddiqi		60	Group Director, Projects
Rajesh Padmanabhan		52	President and Group Chief Human Resource Officer
Roma Balwani		62	Executive Vice President, Group Communications and Corporate Social Responsibility
G.R.Arun Kumar		43	Deputy Chief Financial Officer, Vedanta
Other Significant Employees
Zinc India
Akhilesh Joshi		60	Chief Executive Officer, HZL
Amitabh Gupta		52	Chief Financial Officer, HZL
Sunil Duggal		52	Deputy Chief Executive Officer, HZL
Zinc International
Rajagopal Kishore Kumar		51	Chief Executive Officer, Zinc International Division
Oil and Gas
Sudhir Mathur		52	Chief Financial Officer and Acting Chief Executive Officer
Iron Ore
Pramod Unde (11)		51	Chief Operating Officer, Iron Ore Business, Goa and Member of Interim Management Committee
A.N. Joshi (11)		57	Vice President, Corporate Affairs and Member of Interim Management Committee
S.L.Bajaj		60	Director, Finance
Neelesh Talathi		41	Chief Financial Officer, Iron Ore Business
Copper
P. Ramnath		55	Chief Executive Officer, Copper Operations at Tuticorin and Silvassa
Sharad Kumar Gargiya		40	Head of Finance, Copper Operations at Tuticorin and Silvassa
Aluminium and Power
Sushil Kumar Roongta		63	Head, Aluminium and Power Business, Vice Chairman, BALCO, Chairman, TSPL
Abhijit Pati		50	President & Chief Operating Officer, Aluminium and Power Business, Orissa
Ramesh Nair		45	Chief Executive Officer, BALCO
Niranjan Kumar Gupta		42	Chief Financial Officer, Aluminium and Power Business, Orissa

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Notes:

(1) Anil Agarwal was appointed as the Chairman Emeritus of our Company with effect from April 1, 2014. He ceased to be a member of the Board with effect from April 1, 2014.

(2) Navin Agarwal was re-appointed as Executive Chairman with effect from April 1, 2014.

(3) A “Whole Time Director” is a director who is employed full-time in rendering services to our management with respect to which he is a director. An individual can be a whole time director with respect to only one company, although he or she may accept the position of non-whole time director in other companies.

(4) Naresh Chandra was appointed as a Non-Executive Director with effect from March 29, 2014. Mr. Chandra is a member of the Audit Committee, the Stakeholders Relationship Committee and the Nomination and Remuneration Committee. He is also the Chairman of the Corporate Social Responsibility Committee.

(5) Gurudas D. Kamat was earlier the Non-Executive Director of Sesa Goa Limited and continues as a Non-Executive Director since the effectiveness of the Re-organization Transactions with effect from August 17, 2013. Mr. Kamat is a member of the Audit Committee and the Nomination and Remuneration Committee. He is also the Chairman of the Stakeholders Relationship Committee.

(6) Lalita D. Gupte was appointed as a Non-Executive Director with effect from March 29, 2014. Ms. Gupte is the Chairperson of the Audit Committee and is a member of the Stakeholders Relationship Committee.

(7) Ravi Kant was appointed as a Non-Executive Director with effect from January 28, 2014. Mr. Kant is a member of the Audit Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee.

(8) Tom Albanese was appointed as the Chief Executive Officer and Whole Time Director with effect from April 1, 2014. Mr. Albanese is a member of the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee.

(9) Tarun Jain was appointed as a Whole Time Director with effect from April 1, 2014. Mr. Jain is a member of the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee.

(10) Din Dayal Jalan was appointed as Chief Financial Officer and Whole Time Director with effect from April 1, 2014. Mr. Jalan is a member of the Stakeholders Relationship Committee and Share and Debenture Transfer Committee.

(11) Our iron ore business is presently managed by an interim management committee comprising of Pramod Unde and A. N. Joshi, subsequent to the resignation of Mr.P.K.Mukherjee, the former CEO of the iron ore business, with effect from April 1, 2014.

Chairman Emeritus

Anil Agarwal, who founded the Vedanta group in 1976 was appointed as our Chairman Emeritus with effect from April 1, 2014. Mr. Agarwal is based in the United Kingdom. Mr. Agarwal is also the Executive Chairman of Vedanta and a Director of Sterlite Technologies Limited. Mr. Agarwal was previously our Chairman and Managing Director and Chief Executive Officer from 1980 until the expiration of his term in October 2004, and was our Non-Executive Chairman until March 2014. Mr. Agarwal was also the Chief Executive Officer of Vedanta from December 2003 to March 2005. He has over 38 years of experience as an industrialist and has been instrumental in the growth and development of the Company since its inception. He is the son of Mr. Dwarka Prasad Agarwal and is the brother of Mr. Navin Agarwal. The business address of Mr. Agarwal is 75 Nehru Road, Vile Parle (East), Mumbai, Maharashtra 400099, India.

Directors

Navin Agarwal was appointed as our Executive Chairman with effect from April 1, 2014. Prior to this he was the Executive Vice Chairman of SIIL. Mr. Agarwal plays a key role in developing strategic thinking and the governance framework of the Group, and provides leadership for its long-term planning, business development and capital planning. He has been part of the Group for the last 32 years since its inception, and has been instrumental in executing the strategy of the group on a global scale. Mr. Agarwal is also the Non-Executive Chairman of BALCO, Cairn India, Konkola Copper Mines Plc, the Deputy Executive Chairman of Vedanta and a Non-Executive Director of HZL, Sterlite Iron & Steel Company Limited, Hare Krishna Packaging Private Limited, VRHL and Konkola Resources Limited. He has over 28 years of experience in general management and commercial matters. Mr. Agarwal has completed the Owner/President Management Program at Harvard University and is a Bachelor of Commerce from Sydenham College, Mumbai, India. Mr. Agarwal is the son of Mr. Dwarka Prasad Agarwal and is the brother of Mr. Anil Agarwal. The business address of Mr. Agarwal is 75 Nehru Road, Vile Parle (East), Mumbai, Maharashtra 400099, India.

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Naresh Chandra is one of our independent directors and was appointed to our Board with effect from March 29, 2014. He has served as India’s Ambassador to the United States of America and was the Cabinet Secretary to the GoI. Mr. Chandra is a Master of Science in Mathematics from Allahabad University and a retired officer of the Indian Administrative Services. Mr. Chandra has held various senior positions such as the Chairman of the Indian Government Committee on Corporate Governance and Audit, Senior Advisor to the Prime Minister, Governor of Rajasthan and Chief Secretary to the Government of Rajasthan. Mr. Chandra serves as a director on the boards of several companies including Balrampur Chini Mills Limited, EROS International Media Limited, Electrosteel Castings Limited, Bajaj Auto Limited, Bajaj Finserv Limited, Bajaj Holdings and Investment Limited, Cairn India , Gammon Infrastructure Project Limited, AVTEC Limited, G4S Corporate Services (India) Pvt. Limited, Emergent Ventures India Pvt. Limited and EROS International Plc. The business address of Mr. Chandra is C-4/4053, Vasant Kunj, New Delhi 110070, India.

Gurudas D. Kamat is one of our independent directors and he was appointed to the board of Sesa Goa Limited with effect from December 23, 2005. He continues as independent Director on our Board pursuant to the effectiveness of the Re-organization Transactions with effect from August 17, 2013. Mr. Kamat is also a Director of Sesa Resources Limited. Mr. Kamat retired as the Chief Justice of the High Court of Gujarat in January 1997. Mr. Kamat is engaged in judicial work relating to arbitration and conciliation. He has over 45 years of experience in the legal field and the judiciary. Mr. Kamat was the prosecutor for the Government of Goa from 1967 to 1969. Since 1980, Mr. Kamat was an advocate for the Customs and Central Excise Department of the GoI. He was a member of the senate and the faculty of law at Bombay University from 1978 to 1980. Mr. Kamat was appointed as a judge of the High Court of Bombay on November 29, 1983. The business address of Mr. Kamat is 12/UG-1, Kamat Kinara, Nomoxin, Caranzalem, Goa 403002, India.

Lalita D. Gupte is one of our independent directors and was appointed to our Board with effect from March 29, 2014. She is the former Joint Managing Director of ICICI Bank and is currently the Chairperson of ICICI Venture Funds Management Company Limited. Ms. Gupte joined the Board of ICICI Limited in 1994 as the Executive Director and remained on the Board as the Joint Managing Director until 2002 when it merged with ICICI Bank. She was the Joint Managing Director of ICICI Bank from 2002 until 2006. She has more than 30 years of experience in the financial sector and has held various leadership positions in areas of leasing, planning and resources and corporate banking. She serves as a director on the Board of several companies including Alstom SA in France, Godrej Properties, Bharat Forge Limited, ICICI Venture Funds Management Co. Ltd. and Kirloskar Brothers. She holds a Bachelors degree in Economics and a Masters degree in Business Management. She completed her advanced management programme from INSEAD. The business address of Ms. Gupte is ICICI Venture Fund Management Company Limited, ICICI Venture House, Ground Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.

Ravi Kant is one of our independent directors and was appointed to our Board with effect from January 28, 2014. He was earlier the Managing Director and Vice Chairman of Tata Motors Limited. He joined Tata Motors in 1999 and has been associated with Jaguar & Land Rover, Tata Daewoo Commercial Vehicles, Korea and Tata Motors, Thailand. Prior to joining Tata Motors Limited, Mr. Ravi Kant was the Director of Phillips India Limited looking after the consumer electronics division. He is the Chairman of TAL Manufacturing Solutions Limited and Tata Advanced Materials Limited and is on the board of Tata Industries. He is the Chairman of the Indian Institute of Management, Rohtak and is on the governing board of The National Institute of Design, Ahmedabad. He is a member of the International Business Leadership Forum, London. He served on the board of Tata Motors Limited and is presently on the board of Tata Industries, TAL Manufacturing Solutions Limited, Tata Advanced Materials Limited, Antar India Private Limited and KONE Corporation. Mr. Kant studied at Mayo College, Ajmer, the Indian Institute of Technology, Kharagpur and Aston University, Birmingham, United Kingdom, from where he completed his Masters in Management in Industry. He was conferred with an Honorary D.Sc. by Aston University in Birmingham in July 2008. He is an Honorary Industrial Professor at the University of Warwick, United Kingdom. The business address of Mr. Kant is Pallonji Mansion, Flat No. A-3, 43, Old Cuffe Parade, Near Hotel President, Mumbai 400005, India.

Tom Albanese was appointed as our Chief Executive Officer and Whole Time Director with effect from April 1, 2014. Prior to this, he was the Chief Executive Officer of Rio Tinto from May 2007 to January 2013. Mr. Albanese was previously appointed as the Chief Executive of the Industrial Minerals group in 2000 after which he was appointed as Director of Group Resources in July 2006. Mr. Albanese is also a member of the Board of Directors of Franco Nevada Corporation since August 2013, a Toronto based gold focused royalty and metal streaming company with assets around the world. In 2009, he joined the board of visitors for the Fuqua School of Business at Duke University in North Carolina. Tom holds a Bachelors degree in Mineral Economics and a Masters degree in Mining Engineering from the University of Alaska. The business address of Mr. Albanese is Core 6 Third Floor, Scope Complex, Lodi Road, New Delhi – 110 003, India.

Tarun Jain was appointed to our Board as a Whole Time Director with effect from April 1, 2014. He was the Director of finance of SIIL. Mr. Jain joined the Group in 1984 and has over 29 years of experience in the corporate finance, audit and accounting, tax and secretarial practice. He is responsible for our strategic financial matters, including corporate finance, corporate strategy, business development and mergers and acquisitions. Mr. Jain is a graduate of the Institute of Cost and Works Accountants of India and a Fellow Member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. Mr. Jain is also a director of Sterlite USA, BALCO, Sterlite Infra Limited, Cairn India, Vedanta Medical Research Foundation and Rajtaru Charity Foundation. The business address of Mr. Tarun Jain is Vedanta 75, Nehru Road, Vile Parle (East), Mumbai – 400 099, India.

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Din Dayal Jalan is our Chief Financial Officer and was appointed to our Board with effect from April 1, 2014. Mr. Jalan joined our Company as the President of our Australian operations and was responsible for the business and operations of CMT and Thalanga Copper Mines Proprietary Limited from January 2001 to February 2002 before becoming Chief Financial Officer (metals) of our Company. Mr. Jalan has been the Chief Financial Officer of Vedanta since October 2005. Mr. Jalan is also a Non-Executive Director of Vedanta Resources Finance Limited, Vedanta Resources Cyprus Limited, Vedanta Resources Jersey Limited, Vedanta Resources Jersey II Limited, Vedanta Investment Jersey Limited, Sesa Mining Corporation Limited (earlier Dempo Mining Corporation Private Limited), Thalanga Copper Mines Proprietary Limited, CMT, Sterlite Ports Limited, Sterlite Infraventures Limited, Paradip Multi Cargo Berth Private Limited, Vizag General Cargo Berth Private Limited, Maritime Ventures Private Limited, Twinstar Energy Holdings Limited, Twinstar Mauritius Holdings Limited, THL Zinc Ventures Limited, THL Zinc Limited and Pecvest 17 (Proprietary) Limited, South Africa, Vedanta Finance UK Limited, Konkola Copper Mines Plc, Malco Energy Limited. Mr. Jalan has over 35 years of experience in finance, accounts, audit, taxation, secretarial and legal areas. Mr. Jalan also has experience working in mining, engineering and non-ferrous metals industries. Mr. Jalan is a Bachelor of Commerce and is a member of the Institute of Chartered Accountants of India. The business address of Mr. Jalan is Core 6, Third floor, SCOPE Complex, 7 Lodhi Road, New Delhi 110003, India.

Executive Officers

A. Thirunavukkarasu was appointed as the President — Corporate Development, Chairman’s office of our Group in June 2014. Prior to this, he was appointed as the President for Corporate Human Resources of our Group. He joined the Group in April 2004 as General Manager of Human Resources and subsequently became the Senior Vice President of Human Resources for our Copper Division. In 2004 he headed our human resources, quality management, corporate social responsibility and public relation divisions. In July 2007 he became the Head — Corporate Human Resources division in Mumbai. Mr. Thirunavukkarasu has nearly three decades of professional experience and has held various positions in the field of human resources management in several companies including Hindustan Unilevers Limited, English Electric Co. of India Limited and TVS Electronics Limited. Mr. Thirunavukkarasu began his career as a faculty of Management Studies in Loyola College, Chennai, India. Mr. Thirunavukkarasu has a Bachelor degree in Humanities and a Masters degree in personnel management and organizational behaviour from Loyola College, Chennai. The business address of Mr. Thirunavukkarasu is Vedanta House, 75, Nehru Road, Vile Parle (East), Mumbai 400099, India.

Dilip Golani is the Director of Management Assurance and Information Technology function of our Group. He also headed the Management Assurance function from April 2000 to July 2004. Mr. Golani headed the sales and marketing division for HZL and was part of the Group performance management function from August 2004 to November 2005. Prior to joining the Group in April 2000, he was member of the audit team of Unilever responsible for auditing the Unilever group companies in Central Asia, Middle East and Africa regions. Prior to that, Mr. Golani was responsible for managing operations and marketing functions for one of the exports businesses of Hindustan Unilever Limited. Mr. Golani has over 25 years of experience and has previously worked with organizations like Ranbaxy Laboratories Limited and Union Carbide India Limited. Mr. Golani is a Bachelor in Mechanical Engineering from Motilal National Institute of Technology, Allahabad and has completed his Post Graduation in Industrial Engineering and Management from Natinal Institute of Industrial Engineering, Mumbai, India. The business address of Mr. Golani is Vedanta House, 75, Nehru Road, Vile Parle (East), Mumbai 400099, India.

Mansoor Siddiqi was appointed as the Group Director in-charge of projects in September 2011. Further, he is the Director of Vizag General Cargo Berth Private Limited, Paradip Multi Cargo Berth Private Limited and TSPL. He was a Director of Vedanta Aluminium till August 19, 2013 and its Whole Time Director till February 2011. Prior to his role in Vedanta Aluminium, he was the director (projects) for our Group and was managing our expansion projects in our aluminium and power business. Mr. Siddiqi joined our Group in 1991. Prior to joining our Group, Mr. Siddiqi worked at Hindustan Copper Limited and has 37 years of experience in various areas of operations and project management. Mr. Siddiqi has a Bachelor of Technology from the Indian Institute of Technology, Delhi, and a Post Graduate Diploma in Management from the All India Management Association, Delhi. The business address of Mr. Siddiqi is Vedanta House, 75, Nehru Road, Vile Parle (East), Mumbai 400099, India.

Rajesh Padmanabhan was appointed as the President and Group Chief Human Resource Officer in June 2014. He has over 29 years of experience and has previously worked at Patni Computers, Oberoi Group, Essel Propack Limited and ICICI Group in various roles in corporate banking, leasing, structure finance, setting up new businesses, SAP consulting and human resources. Prior to this, he was the Corporate Vice President and Chief Human Resource Officer at Capgemini, India. Mr. Padmanabhan has completed his double Masters degree in Human Resources and Finance from the University of Mumbai. He has served as a distinguished member of several national and international human resources forums. He is a member of the National board of National HRD Network and was a member of the National committee of Human Resources and Industrial Relations for Confederation of Indian Industry. The business address of Mr. Padmanabhan is Core-6, Third Floor, Scope Complex, 7, Lodhi Road, New Delhi 110003, India.

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Roma Balwani was appointed the Executive Vice President – Group Communications and Corporate Social Responsibility in April 2014. She carries more than three decades of experience in corporate communications having led corporate communication in companies such as UTV Software Communications, APTECH Limited and Mahindra & Mahindra. Prior to joining us, she was the Chief Group Communications Officer at Mahindra & Mahindra. She holds a Bachelors degree in Economics from Jai Hind College and a Masters degree in Marketing Management from The University of Mumbai. The business address of Ms. Balwani is Vedanta House, 75, Nehru Road, Vile Parle (East), Mumbai 400099, India.

G.R. Arun Kumar is the Deputy Chief Financial Officer of Vedanta since December 2013. He joined Chief Financial Officer of Vedanta Aluminium in May 2013. He has around 19 years of experience in finance having worked in companies like General Electric and Hindustan Unilever Limited. Prior to joining Vedanta Aluminium, he was the Chief Financial Office - Asia Pacific (Appliances and Lighting) for General Electric, based out of Shanghai. Mr Arun Kumar is a Bachelor of Commerce from Loyola University, Chennai and is a fellow member of the Institute of Chartered Accountants of India. The business address of Mr. Arun Kumar is Core-6, Third Floor, Scope Complex, 7, Lodhi Road, New Delhi 110003, India.

Other Significant Employees

Zinc India Business

Akhilesh Joshi was appointed as the Chief Executive Officer of HZL in February 2012. He has 38 years of experience in the mining industry and joined HZL in 1976 and worked in various capacities at both the underground and opencast mines of HZL. In October 2008, he became Chief Operating Officer and Whole Time Director of HZL. Prior to this, he was the Senior Vice President (Mines), responsible for the overall operations at all mining units. He was the recipient of the ‘National Mineral Award’ from the government in 2006 for his outstanding contribution in the field of mining technology and received the “Lifetime Achievement Award” from the Indian Mining Engineering Journal in the year 2013. In the same year Mr. Joshi received “Mining Engineer of the year” award from Mining Engineers Association of India and “HZL Gold Medal award 2013” from Indian Institute of Metals for his significant contribution to the non-ferrous metal sector in India. He has also been honoured with “Business Today Best CEO Award (Core Sector)” by Business Today Group in the year 2013. Mr. Joshi also has life membership from institutions including Mining Engineers Association of India and Mining Geological and Metallurgical Institute of India. Moreover he is also a fellow member of the Institution of Engineers India. He is also the Director of Madanpur South Coal Company Limited. Mr. Joshi is a Bachelor of Engineering (Mining) from M.B.M. Engineering College, Jodhpur, and a Post Graduate Diploma in Economic Evaluation of Mining Projects from School of Mines, Paris. He also has a first class Mine Manager’s Certificate of Competency.

Amitabh Gupta was appointed as the Chief Financial Officer of HZL in November 2011 and is responsible for its finance and accounting, legal and secretarial, treasury and investor relations, direct and indirect tax and information technology. Prior to this, he was the Chief Financial Officer of Moser Baer Solar Limited. He has over 25 years of experience in finance and has worked at companies including Cargill India, TeleTech India (Bharti Group) and Ranbaxy Laboratories Limited. He is a Bachelor of Commerce from Shriram College of Commerce, New Delhi. He was awarded the Best Chief Financial Officer in the metal sector in India by CNBC-TV18 in 2014. Mr. Gupta is a member of the Institute of Chartered Accountants of India and Institute of Cost and Works Accountants of India.

Sunil Duggal was appointed as the Deputy Chief Executive Officer of HZL in April 2014. In a career span of over 30 years, Mr. Duggal has worked in cement industries for over 26 years and in non-ferrous metal industry for 4 years. He joined HZL in 2010 as an Executive Director and in September 2012, he was promoted to Chief Operating Officer. Prior to this, he was the President of Ambuja Cement Limited. He has extensive experience in project management, operations, HR, supply chain and has worked in leadership positions for more than 18 years. He was the recipient of the ‘Rajiv Gandhi Award’ for environment excellence in 1998. He has presented series of papers on utilization of waste like fly ash, jarosite, slag and others, and on environment practices and concrete technology in various national and international forums. He designed and executed the construction of India’s first high volume fly ash concrete road with 60 % fly ash. Mr. Duggal is a Bachelor of Engineering (Electrical) from Thapar Institute of Engineering and Technology, Patiala. He has participated in leadership development and management development programmes at International Institute for Management Development, Lausanne, Switzerland and Indian Institute of Management, Kolkata.

Zinc International Business

Rajagopal Kishore Kumar was appointed as the Chief Executive Officer (Base Metals) Africa with Konkola Copper Mines Plc, Zinc International business and CMT under his leadership in August 2013. He was earlier appointed as the Chief Executive Officer of our Zinc International Division with effect from February 24, 2011. He was appointed as the Chief Executive Officer of SIIL and its subsidiaries in October 2008 and remained in this position until March 2011. Prior to this, Mr. Kumar headed our copper and zinc divisions and was responsible for the overall management of our copper and zinc businesses since December 2006 and October 2008, respectively. He is also an Executive Director of Konkola Copper Mines Plc. He has more than 26 years of experience in accounting, marketing, supply chain management and merger and acquisitions. Mr. Kumar joined our Company in April 2003 as Vice President of marketing for HZL and became senior Vice President of marketing for our copper division from June 2004 to December 2006, where he was responsible for copper marketing and concentrate procurement. Prior to joining our Company, Mr. Kumar was employed by Hindustan Unilever Limited for 12 years. Mr. Kumar has a Bachelor of Commerce from Kolkata University and is a member of the Institute of Chartered Accountants of India.

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Oil & Gas

Sudhir Mathur was appointed as the Chief Financial officer of Cairn India in September 2012. On May 2, 2014, Mr. P. Elango, then Interim Chief Executive Officer of Cairn India resigned from his position, and subsequently, Mr. Mathur was appointed as the acting Chief Executive Officer of Cairn India. He has over 28 years of experience working in various industries such as telecommunications, manufacturing, infrastructure and consulting. In addition to his role in the finance function, Mr. Mathur is also responsible for commercial, legal, procurement and supply chain management, new business and program office at Cairn India. He began his career with PricewaterhouseCoopers in 1986. He joined Cairn India in 2012 as the Chief Financial Officer, prior to which he was the Chief Financial Officer and Head, Netco Business of Aircel Cellular Limited. Mr. Mathur holds a Masters degree in Business Administration from Cornell University and a Bachelors degree in Economics from Sri Ram College of Commerce.

Iron Ore

Pramod Unde was appointed the Chief Operating Officer for our iron ore business at Goa and a member of the interim management committee since the resignation of Mr. P.K. Mukherjee. Mr. Unde joined Konkola Copper Mines in Zambia in 2005, was incharge of operations and projects of Konkola mines and was then transferred to Sesa Goa in 2009. He was responsible for heading the entire iron ore operations in Goa in 2011. Prior to joining the Group, he has worked at CEAT Limited, Thermax India Limited and Alfa Laval India Limited. He also worked at Sterlite Optical Technologies Limited from 2001 to 2003 as Chief Operating Officer of the optical fiber business. Mr. Unde has over 31 years of experience in various functions and has worked with us for more than eight years. Mr. Unde is a Bachelor of Engineering (Mechanical) from Pune University.

A.N.Joshi was appointed as the Vice President of Corporate Affairs in October 2010. He is also a member of the interim management committee since the resignation of Mr. P.K. Mukherjee. He has 34 years of work experience in mining and mineral processing industry. Prior to this, he headed the Goa mining operations of Sesa Goa for 5 years and subsequently, the marketing and shipping functions for 8 years. Prior to Sesa Goa, he worked at Vizag Steel and Rourkela Steel. He has completed his B.Tech (Mining) from IIT Kharagpur in 1978 and he also holds a First Class Mines Manager’s Certificate restricted to opencast mine.

S L Bajaj was appointed the Director of Finance for our iron ore business since the effectiveness of the Re-organization Transactions. Mr. Bajaj joined the corporate office of SIIL at Mumbai as General Manager of Finance in 1995 and then worked with Sterlite Technologies Limited and HZL. Prior to joining the Vedanta Group, he worked with MP Iron & Steel unit of Hindustan Development Corp Ltd, SAE Limited and SS Kothari & Company. Mr. Bajaj has over 36 years of experience in finance and accounting. Mr. Bajaj is a Bachelor of Commerce from the University of Rajasthan. He is also a member of the Institute of Chartered Accountants of India.

Neelesh Talathi was appointed the Chief Financial Officer of our iron ore business with effect from July 2014. Prior to this, he worked at Unilever where he was the Director - Global Financial Analytics. Previously, he was also the Chief Financial Officer of Unilver in Egypt. He has 18 years of experience in corporate finance, supply chain management, team building and development, and change management. He is a qualified Chartered Accountant and Cost Accountant.

Copper Business

P. Ramnath was appointed the Chief Executive Officer of our copper operations in Tuticorin and Silvassa in September 2011 and has over 31 years of experience in chemicals, manufacturing and paper industries. Mr. Ramnath joined our Group in September 2011. Prior to joining our Group, he worked at Jubilant Life Sciences, Praxair India, SNF Ion Exchange, Bakelite Hylam Limited and Reliance Industries Limited. Prior to joining us, he was the Chief Operating Officer of JK Paper Limited. He is also a Director of Malco Energy Limited, Sterlite Infra Limited (formerly known as Sterlite Paper Limited), Sterlite Ports Limited and Sterlite Infraventures Limited. Mr. Ramnath is a Bachelor of Technology from Osmania University, Hyderabad and a Post Graduate Diploma from the Indian Institute of Management, Bengaluru.

Sharad Kumar Gargiya was appointed Head-Finance of our copper operations in Tuticorin and Silvassa in August 2013 and has over 16 years of experience in the metal and mining sector covering zinc, copper, aluminium and the cable industries. Prior to joining the copper operations, he worked at BALCO as the Deputy Chief Financial Officer, for a period of nine months until July 2013. Prior to BALCO, he served as the Chief Financial Officer of Konkola Copper Mines Plc for four years until October 2012. Prior to Konkola Copper Mines Plc he worked in various capacities at HZL for seven years, until March 2009. His last position in HZL was the Head-Finance of HZL Mines. Prior to HZL he worked at Sterlite Technologies Limited. He has 16 years of experience in finance in the areas of management accounts, legal and secretarial, treasury and financing ,information technology , insurance , external relations , project finance and control . He holds a Bachelor of Commerce degree from Ajmer University and is a Chartered Accountant. He has also participated in the General Management Program organized by Harvard Business School in 2011 and is a HBS Alumnae.

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Aluminium and Power Business

Sushil Kumar Roongta was appointed the head of our aluminium and power businesses, Vice Chairman of BALCO and Chairman of TSPL. He joined us in June 2011. Prior to his present appointment, he was the Chairman of Steel Authority of India Limited. Mr. Roongta has 38 years of experience with Steel Authority of India, and held several key positions in the marketing, HR and raw materials division before appointment as Chairman of the Steel Authority of India board in 2006. Mr. Roontga is a Bachelor of Engineering from the Birla Institute of Technology and Science, Pilani, with Post Graduate Diploma in Business Management in International Trade from Indian Institute of Foreign Trade, Delhi. He is Chairperson of the Board of Governors of the Indian Institute of Technology, Bhubaneshwar. He also serves as Independent Director on the Boards of ACC Limited and Jubilant Industries Limited. Mr Roongta is associated with various apex chambers, being Chairperson of Steel and Metal Committee and Member, Steering Committee of Federation of Indian Chambers of Commerce and Industry and Chairperson, National Expert Committee on Minerals and Metals of the Indian Chamber of Commerce.

Abhijit Pati was appointed the President and Chief Operating Officer of our aluminium and power business at Orissa in April 2012. Prior to this, he was the Vice President with Hindalco Industries Limited. He started his career as a budding engineer with Indian Aluminium Company in the year 1989. He was awarded with the ‘Exceptional Contributor Award’ from the Aditya Birla Group Chairman, Mr. Kumar Mangalam Birla for significant contribution to turn around Hirakud Aluminium Smelter in the year 2006 and won the prestigious British Sword of Honour for the Hirakud Smelter in the year 1999. He is a member of the National Energy Commission, GoI. He is a two times gold medalist from The Calcutta University and International Management Institute, New Delhi, Mr. Pati is a first class honours Bachelor in Chemical Engineering from The Calcutta University and Masters in Business Administration from International Management Institute, New Delhi.

Ramesh Nair was appointed the Chief Executive Officer of our aluminium operations at BALCO in June 2013. Prior to joining BALCO, he worked at Jindal Stainless Limited as its President and Executive Director. Mr Ramesh Nair has over 20 years of experience in the metals industry and has worked with the Group for 11 years in multiple functions. He had earlier joined the Vedanta Group’s copper business in the year 2000 and has varied experience in smelter operations. He was appointed as the Chief Operating Officer of our copper units at Tuticorin and Silvassa in the year 2008. Prior to joining us, Mr. Ramesh Nair worked at Essar Steel Limited. Mr. Ramesh Nair is a Bachelor of Technology (Electrical) from the National Institute of Technology, Kurukshetra.

Niranjan Kumar Gupta was appointed the Chief Financial Officer of our aluminium and power business in July 2014. Prior to this, Niranjan worked at Unilever, London, where he was the Global Finance Director – Household Care Category and at PricewaterhouseCoopers. He has over 24 years of experience in business finance, supply chain, commercial, accounting and procurement in Unilever. He is a qualified Chartered Accountant, Cost Accountant and Company Secretary.

B. Compensation

Compensation of Directors and Executive Officers

The aggregate compensation we paid our executive directors and executive officers for the fiscal year 2014 was Rs.525.7 million ($8.8 million), which includes Rs. 376.7 million ($6.3 million) paid towards salary, bonuses, allowances and other cash payments, Rs. 116.3 million ($1.9 million) paid and payable by us to Vedanta for the fair value of share options granted to our executive directors and executive officers under the Vedanta LTIP, and Rs. 32.7 million ($0.5 million) paid towards benefits such as contributions to the provident fund and superannuation fund. The total compensation paid to our most highly compensated executive director or executive officer during the fiscal year 2014 was Rs. 172.2 million ($2.9 million) (of which Rs. 122.7 million ($2.1 million) comprised salary, bonuses and allowances, Rs. 38.0 million ($0.6 million) comprised payment by us and payable to Vedanta for the fair value of share options granted under the Vedanta LTIP, and Rs. 11.5 million ($0.2 million) comprised benefits such as contribution to the provident fund and superannuation fund.

The following table sets forth the compensation paid to our executive directors and executive officers in the fiscal year 2014, where the disclosure of compensation is required on an individual basis in India or is otherwise publicly disclosed by us:

Name	Salary, Bonuses,		Fair Value of Share		Contribution to
	Allowances and		Options granted under		Provident and
	Perquisites		the Vedanta LTIP		Superannuation Funds
	(Rs. in millions)
Navin Agarwal		122.71		38.00		11.47
Din Dayal Jalan		32.81		10.11		2.62
Tarun Jain		73.16		21.75		6.45
A.Thirunavukkarasu		19.10		6.84		1.01
Dilip Golani		21.74		7.43		1.23
Mansoor Siddiqi		24.67		6.84		—
Mahendra Singh Mehta(1)		41.25		15.26		2.52
P. K. Mukherjee(2)		29.31		9.14		6.57
G. R. Arun Kumar		11.96		0.94		0.79

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(1) Mr. Mehta was appointed as the Chief Executive Officer of SIIL with effect from March 31, 2011. Since the effectiveness of the Re-organization Transactions, he was appointed as Whole Time Director and Chief Executive Officer of Sesa Sterlite Limited. He ceased to hold both these positions with effect from April 1, 2014.

(2) Mr. Mukherjee was the Managing Director of the Sesa Goa upto August 16, 2013 and the Executive Director of our iron ore business with effect from August 17, 2013. He ceased to be a Director with effect from April 1, 2014.

The aggregate compensation paid or payable to our non-executive directors for the fiscal year 2014 was Rs. 8.4 million ($0.14 million), which comprised Rs. 0.9 million ($0.01 million) in sitting fees and Rs. 7.5 million ($0.13 million) in commissions.

We adopted the Vedanta LTIP in February 2004. Under the Vedanta LTIP, our directors and executive officers will be granted share awards which will entitle them to acquire the ordinary shares of Vedanta based on the performance of Vedanta’s total shareholder return against a peer group of companies comprising the FTSE Worldwide Mining Index (excluding precious metals) measured over a three-year performance period and Vedanta’s financial performance. Vedanta adopted two new ESOP schemes in August 2012 and May 2013. The ESOPS granted under these two schemes will vest based on the achievement of certain performance targets. The vesting schedule is staggered over a period of three years.

Outstanding Awards or Options

As of March 31, 2014, our directors and executive officers as a group held options under the Vedanta LTIP to acquire an aggregate of 729,750 ordinary shares of Vedanta representing approximately 0.24% of Vedanta’s share capital. The awards are exercisable at the end of the three-year performance period commencing from the date of each grant at an exercise price of $0.10 per ordinary share. The awards expire six months after their date of grant. For more information, see “- Vedanta Long-Term Incentive Plan.”

Employee Benefit Plans

We maintain employee benefit plans in the form of certain statutory and welfare schemes covering substantially all of our employees. As of March 31, 2013 and March 31, 2014, the total amount set aside by us to provide pension, retirement or similar benefits was Rs. 2,170 million and Rs. 2,009 million ($33.5 million) respectively.

Provident Fund

In accordance with Indian law, all of our employees in India are entitled to receive benefits under the provident fund, a defined contribution plan to which both we and the employee contribute monthly at a pre-determined rate (currently 12.0% of the employee’s base salary). These contributions are made to the provident fund and we also participate in defined contribution schemes in Australia, Namibia, South Africa and Ireland. We have no further obligation under these schemes apart from our regular contributions. We contributed an aggregate of Rs. 912 million and Rs. 1,205 million ($20.0 million) to all these schemes in fiscal years 2013 and 2014, respectively.

Gratuity

In accordance with Indian law, we provide for gratuity pursuant to a defined benefit retirement plan covering all of our employees in India. The gratuity plan provides a lump sum payment to vested employees at retirement, disability or termination of employment, in an amount based on the employee’s last drawn salary and the number of years of employment with us. The assets of the plan, to the extent the plan is funded, are held in separate funds managed by the Life Insurance Corporation and a full actuarial valuation of the plan is performed on an annual basis. Our liability for the gratuity plan was Rs. 1,831 million and Rs. 1,685 million ($28.1 million) in fiscal years 2013 and 2014, respectively.

Superannuation Fund

It is our current policy for all of our non-unionized employees in a managerial position and above to pay into a superannuation fund a sum equal to 15.0% of their annual base salary which is payable to the employee in a lump sum upon his retirement or termination of employment. We contributed an aggregate of Rs. 247 million and Rs. 295 million ($4.9 million) in fiscal years 2013 and 2014, respectively.

Compensated Absence

Our liability for compensated absences is determined on an undiscounted basis for short term liabilities and on an actuarial basis for long term liabilities, for the entire unused vacation balance standing to the credit of each employee at each calendar year-end. Contributions to such liability are charged to income in the year in which they accrue. Liability for the compensated absences was Rs.2,131 million and Rs. 2,154 million ($ 35.8 million) in fiscal years 2013 and 2014, respectively.

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Vedanta Long-Term Incentive Plan (“Vedanta LTIP”) and Employee Share Ownership Plan (“ESOP”)

We are a participating company in the Vedanta LTIP and ESOP which was adopted by Vedanta to grant share options to its employees or employees of its subsidiaries. Awards under the plan may be granted to any employee of Vedanta or any of its subsidiaries who is not within six months of such employee’s normal retirement date.

The awards are indexed to and settled by Vedanta shares. The awards provide for a fixed exercise price denominated in Vedanta’s functional currency at 10 US cents per share. Vedanta is obligated to issue the shares. In accordance with the terms of agreement between Vedanta and us, the grant date fair value of the awards is recovered by Vedanta from us. The amount recovered by Vedanta has been recognized as compensation expense over the requisite service period of three years.

The Vedanta LTIP and ESOP is consistent with our reward philosophy, which aims to provide superior rewards for outstanding performance, and to provide a high proportion of “at risk” remuneration for executive directors and senior employees. The maximum value of Vedanta ordinary shares which may be conditionally awarded in any financial year to a participant in the Vedanta LTIP and ESOP who is an executive director is restricted to 100% of that executive director’s annual base salary.

The performance target which applies to vesting of awards under LTIP is our performance as measured against comparative total shareholder return against a peer group of companies comprising the FTSE Worldwide Mining Index (excluding precious metals). The performance target which applies to vesting of awards under ESOP is our business performance set against business plan for the financial year comprising operational deliverables, enabler parameters and sustainability performance specific to each company.

ESOP Schemes

Vedanta adopted two new ESOP schemes on (i) September 24, 2012 pursuant to which a total of 4,652,550 options can be granted (“2012 ESOP Scheme”) and (ii) May 16, 2013 pursuant to which a total of 3,973,750 options can be granted (“2013 ESOP Scheme” and together with the 2012 ESOP Scheme, the “ESOP Schemes”) . According to the 2012 ESOP scheme, 50% of the shares vest on September 24, 2013 based on performance conditions from April 1, 2012 to March 31, 2013. The next 30% of the shares will vest on the second anniversary from the date of grant and the remaining 20% of the shares will vest on the third anniversary from the date of grant. According to the 2013 ESOP Scheme, 40% of the shares vest on May 16, 2014 based on performance conditions from April 1, 2013 to March 31, 2014. The next 30% of the shares will vest on the second anniversary from the date of grant and the remaining 30% of the shares will vest on the third anniversary from the date of grant irrespective of business performance. The exercise price is 10 cents for the ESOP Schemes.

As of March 31, 2014, our executive directors and executive officers as a group held options under the Vedanta LTIP and the ESOP Schemes to acquire an aggregate of 729,750 equity shares of Vedanta representing approximately 0.24% of Vedanta’s share capital. The following table summarizes, as of March 31, 2014, the options granted to our directors and executive officers under the Vedanta LTIP and the ESOP Schemes:

Name	Shares Underlying the Vedanta LTIP and the ESOP Schemes Grant date						Total
	August 1, 2011(1)		September 24, 2012(2)		May 16, 2013(3)
Navin Agarwal		57,500		85,000		85,000		227,500
Mahendra Singh Mehta (4)		21,000		38,000		38,000		97,000
Tarun Jain		26,750		60,000		60,000		146,750
Din Dayal Jalan		14,000		25,000		25,000		64,000
Dilip Golani		10,500		18,000		18,000		46,500
A Thirunavukkarasu		10,500		15,000		15,000		40,500
Mansoor Siddiqi		10,500		15,000		15,000		40,500
P.K. Mukherjee (5)		13,000		22,000		22,000		57,000
G.R.Arun Kumar		—		—		10,000		10,000
Total		163,750		278,000		288,000		729,750

(1) All the underlying shares vest on August 1, 2014. The shares shall expire after 6 months from the date of vesting.

(2) The underlying shares vest in the following manner: 50% on September 24, 2013, 30% on September 24, 2014 and the remaining 20% on September 24, 2015. The shares shall expire after 6 months from the date of vesting.

(3) The underlying shares vest in the following manner: 40% on May 16, 2014, 30% on May 16, 2015 and the remaining 30% on May 16, 2016. The shares shall expire after 6 months from the date of vesting.

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(4) Mr. Mehta was appointed as the Chief Executive Officer of SIIL with effect from March 31, 2011. Since the effectiveness of the Re-organization Transactions, he was appointed as the Whole Time Director and Chief Executive Officer of Sesa Sterlite Limited. He ceased to hold both these positions with effect from April 1, 2014.

(5) Mr. Mukherjee was the Managing Director of the Sesa Goa upto August 16, 2013 and the Executive Director of our iron ore business with effect from August 17, 2013. He ceased to be a Director with effect from April 1, 2014.

Limitations on Liability and Indemnification Matters

The Companies Act, 2013 provides an enabling provision for providing indemnity to directors and officers. The terms of the service contract with the Whole Time Directors provides that the Company shall indemnify and keep the director indemnified from and against all claims, demands, actions, suits and proceedings, penalties and punitive damages, attorney’s fees and such reasonable expenses arising out of any claim / litigation whatsoever that may be brought or made against the Director in relation to performance of duties assigned or arising out of natural course of the business of the Company.

The Companies Act, 2013 also provides that where any insurance is taken by a company on behalf of its Managing Director, Whole Time Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel; provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

C. Board Practices

Compensation of the Board

Under the Indian Companies Act, our shareholders must approve the salary, bonus and benefits of all directors at an annual general meeting of the shareholders or through postal ballot.

Prior to the Re-organization Transactions, each of Mr. Agarwal and Mr. Jalan was entitled to be paid a basic salary, performance incentives to be determined by our Board of directors and perquisites including a housing allowance, medical and insurance reimbursement, club membership fees reimbursement and leave travel concessions for himself and his family. In addition, Mr. Agarwal was entitled to be paid a commission based on our net profits for a particular fiscal year as determined by our Board of directors, subject to a maximum allowable under Indian law. Mr. Jalan was entitled to receive a bonus equal to 20.0% of his respective basic salary. Subsequent to the Re-organization Transactions, Mr. Agarwal is entitled to be paid a basic salary, performance incentives to be determined by our Board and perquisites including a housing allowance, medical and insurance reimbursement, club membership fees reimbursement and leave travel concessions for himself and his family and also a commission based on our net profits for a particular fiscal year as determined by our Board, subject to a maximum allowable under Indian Law. Subsequent to the Re-organization Transactions, under the service contracts, Mr. Mukherjee was entitled to be paid a basic salary, commission based on our net profits for a particular fiscal year as determined by our Board, subject to a maximum allowable under Indian Law, perquisites, housing allowance, medical and insurance reimbursement, club membership fees reimbursement and leave travel concessions for themselves and their family. Under the service contracts, Mr. Mehta was entitled to be paid a basic salary, perquisites, performance incentive, housing allowance, medical and insurance reimbursement, and leave travel concessions for themselves and their family. Mr. Mehta was entitled to receive a bonus equal to 20.0% of his respective basic salary.

Composition of the Board

Our Board currently consists of eight directors. Four of our eight directors, namely, Ravi Kant, Lalita D. Gupte, Naresh Chandra and Gurudas D. Kamat, satisfy the “independence” requirements of the NYSE rules.

Mr. Navin Agarwal entered into a service contract with us which will expire on July 31, 2018. With effect from April 1, 2014 Mr. Albanese, Mr. Jain and Mr. Jalan were appointed on our Board. Mr. Albanese and Mr. Jain have entered into service contracts with us which will expire on March 31, 2017 and March 31, 2018 respectively. The service contract entered into by Mr. Jalan with us will expire on September 30, 2014. However, either we or the director may terminate the respective service contract upon 90 days’ notice to the other party or payment in lieu of the notice period. None of their service contracts provide for benefits upon termination of their employment. The rest of our directors have no fixed term of office and they serve as directors on our Board until their resignation or removal from office by a resolution of our shareholders, until they cease to be directors by virtue of the provision of law or they are disqualified by law or under our articles of association from being directors. Mr. Kant, Mr. Kamat, Mrs. Gupte and Mr. Chandra do not have any service contracts with the Company.

Committees of the Board

Our equity shares are currently listed and traded on the NSE and the BSE, and our ADSs are currently listed and traded on the NYSE. In addition to compliance with the NYSE corporate governance rules applicable to us as a foreign private issuer, we maintain our corporate governance arrangements in accordance with Indian regulations for companies listed on the NSE and the

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BSE and as per the requirements of Companies Act, 2013. In particular, we have established an Audit Committee, a Nomination and Remuneration Committee, a Corporate Social Responsibility Committee, a Stakeholders Relationship Committee and a Share and Debenture Transfer Committee in accordance with the Indian corporate governance requirements. The composition and general responsibilities of each of these committees are described below.

Audit Committee

Pursuant to the Re-organization Transactions, there has been a change in the composition of the Audit Committee. Prior to the Re-organization Transactions, the Audit Committee held 2 meetings and 3 meetings were held since the effectiveness of the Re-organization Transactions in fiscal year 2014.

The Audit Committee currently consists of Mrs. Gupte as the Chairperson and Messrs. Kant, Chandra and Kamat as members.

Mr. K. K. Kaura was the Chairman of the Audit Committee from October 31, 2013 to March 20, 2014. Mr. J. P. Singh ceased to be a member of the Audit Committee with effect from January 28, 2014.

Ms. Lalilta D. Gupte was appointed the Chairperson of the Audit Committee with effect from March 29, 2014. Mr. Kant, and Naresh Chandra were appointed as members of the Audit Committee with effect from March 29, 2014. Mr. Gurudas D. Kamat became a member of the Audit Committee since the effectiveness of the Re-organization Transactions.

Each of Mrs. Gupte, Messrs. Kant, Chandra and Kamat satisfy the “independence” requirements of Rule 10A-3 of the Exchange Act and the NYSE rules.

The principal duties and responsibilities of our Audit Committee are as follows:

• to serve as an independent and objective party to monitor our financial reporting process and internal control systems;

• to review and appraise the audit efforts of our independent accountants and exercise ultimate authority over the relationship between us and our independent accountants; and

• to provide an open avenue of communication among the independent accountants, financial and senior management and the board of directors.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. Ms. Gupte is designated as our “audit committee financial expert”, within the requirements of the rules promulgated by the SEC relating to listed-company audit committees.

Nomination and Remuneration Committee

Pursuant to the Re-organization Transactions, there has been a change in the composition of the Nomination and Remuneration Committee. Prior to the Re-organization Transactions, the Nomination and Remuneration Committee held 2 meetings and 1 meeting was held since the effectiveness of the Re-organization Transactions in fiscal year 2014.

The Nomination and Remuneration Committee currently consists of Mr. Chandra as the Chairman and Messrs. Kant, Albanese, Jain and Kamat as members.

Mr. K K Kaura was the Chairman of the Nomination and Remuneration Committee from August 17, 2013 and ceased to be the Chairman and member of this committee on March 20, 2014. Mr. Kini ceased to be member of this committee with effect from August 28, 2013. Mr. Kamat who was earlier a member of this committee continued to be a member after the effectiveness of the Re-organization Transactions.

Mr. Naresh Chandra was appointed the Chairman of the Nomination and Remuneration Committee with effect from March 29, 2014. Messrs. Kant, Albanese and Jain were appointed as members of the Nomination and Remuneration Committee with effect from March 29, 2014, April 1, 2014 and April 1, 2014, respectively.

Section 178 of the Companies Act 2013 requires that the Nomination and Remuneration Committee comprise of at least three non-executive directors, out of which not less than one-half shall be independent directors. Our Nomination and Remuneration Committee complies with this requirement as three of the five members (all of whom are directors on our Board) on this committee are independent directors, namely, Messrs Kant, Chandra and Kamat.

Under the NYSE listing standards, listed companies must have a remuneration committee composed entirely of independent board members as defined by the NYSE listing standards. However, foreign private issuers such as us, are permitted to follow their respective home country rules in this regard. As a foreign private issuer, we are permitted to follow home country corporate governance practices and since we comply with the Indian regulations in relation to the independence requirements of the remuneration committee, we are not required to follow the NYSE listing standards for an all independent remuneration committee. The broad terms of reference of the Nomination and Remuneration Committee are to appraise the performance of Managing and/or Executive Directors, determine and recommend to the Board, the compensation payable to them. This committee is responsible for recommending the fixation and periodic revision of remunerations (including commissions and/or incentives, etc) of whole-time directors and executive directors. This is done after taking into account our profits and performance, external competitive environment and our growth plans and the company policy on rewarding achievements and performance. Payment of remuneration to the Executive Chairman, Managing Director and Whole Time Director is governed by the respective agreements executed between them and the Company and are governed by the board and shareholder resolutions. The remuneration structure comprises of salary, commission linked to profits, perquisites and allowances and retirement benefits (pension, superannuation and gratuity).

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Share and Debenture Transfer Committee

Prior to the Re-organization Transactions, the Share and Debenture Transfer Committee held 9 meetings and 29 meetings were held since the effectiveness of the Re-organization Transactions in fiscal year 2014.

Mr. Mukherjee ceased to be the member of the committee with effect from April 1, 2014. Mr. Pradhan and Mr. Bajaj ceased to be the members of the committee with effect from July 29, 2014.

The Share and Debenture Transfer Committee consists of three members, namely Messrs. Jalan, Arun Kumar and Choubey who were appointed as members with effect from July 29, 2014.

The transfer of equity shares of the Company is approved by the Share Transfer Committee, which meets periodically to approve share transfers.

Corporate Social Responsibility Committee

Section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy) Rules, 2014 mandates companies with revenue, net worth or profitability beyond a threshold limit to form a corporate social responsibility committee. This committee should comprise of three or more directors with at least one of them being an independent director. Our Corporate Social Responsibility Committee was constituted at the Board meeting held on March 29, 2014. Mr. Chandra is the Chairman of this committee, and Mr. Kant, Mr. Albanese and Mr. Jain are members of this committee with effect from April 1, 2014. We comply with this rule as two of the four members of this committee (all of whom are directors on the Board) are independent directors.

The principal duties and responsibilities of our Corporate Social Responsibility Committee are as follows:

• formulate and recommend to the Board a corporate social responsibility policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013;

• recommend the amount of expenditure to be incurred on the activities referred above; and

• monitor the corporate social responsibility policy of the company from time to time.

Stakeholders Relationship Committee

Pursuant to the Re-organization Transactions, there has been a change in the composition of the Stakeholders Relationship Committee. Prior to the Re-organization Transactions, the Stakeholders Relationship Committee held 2 meetings and 2 meetings were held since the effectiveness of the Re-organization Transactions in fiscal year 2014.

The Stakeholders Relationship Committee currently consists of Mr. Kamat as the Chairman and Mrs. Gupte and Messrs. Chandra and Jalan as members.

Mr. Mukherjee and Mr. Bajaj ceased to be members of the Stakeholders Relationship Committee with effect from April 1, 2014.

Mr. Kamat is the Chairman of the Stakeholders Relationship Committee since the effectiveness of the Re-organization Transactions. Messrs. Chandra and Jalan and Mrs. Gupte were appointed as members of the Stakeholders Relationship Committee with effect from April 1, 2014.

Three of the four members of this committee (all of whom are directors on the Board) are independent directors. The principal duties and responsibilities of the Stakeholders Relationship Committee are to oversee the reports received from the registrar and transfer agent and to facilitate the prompt and effective resolution of complaints from our shareholders and investors.

D. Employees

See “Item 4. Information on the Company—B. Business Overview—Our Business—Employees.”

E. Share Ownership for Directors and Executive Officers:

The following table sets forth information with respect to the beneficial ownership of our equity shares as of July 31, 2014 by each of our directors and all our directors and executive officers as a group. As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting or to dispose of or direct the sale of any security. A person is deemed to be the beneficial owner of securities that can be acquired within 60 days upon the exercise of any option, warrant or right. Equity shares subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages as of July 31, 2014 are based on an aggregate of 2,964,674,487 equity shares outstanding as of that date.

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	Number of Shares Beneficially Owned
	As of July 31, 2014
Name of the Beneficial owner(1)	Number		Percent
Anil Agarwal(2)		1,819,099,602		61.36	%
Navin Agarwal		—		—
Tom Albanese		—		—
Din Dayal Jalan		—		—
Ravi Kant		—		—
Naresh Chandra		—		—
Lalita D. Gupte		—		—
Gurudas D. Kamat		—		—
Tarun Jain		—		—
A. Thirunavukkarasu		—		—
Dilip Golani		600			*
Mansoor Siddiqi		—		—
Rajesh Padmanabhan		—		—
Roma Balwani		—		—
All our directors and executive officers as a group		1,819,100,202		61.36	%

Notes:

* Represents beneficial ownership of less than 1.0%.

(1) Mr. Mehta held 600 shares in Sesa Sterlite as of March 31, 2014. Mr. Mehta was appointed as the Chief Executive Officer of SIIL with effect from March 31, 2011. Since the effectiveness of the Re-organization Transactions, he was appointed as the Whole Time Director and Chief Executive Officer of Sesa Sterlite. He ceased to hold both these positions with effect from April 1, 2014.

Further, Mr. Mukherjee held 2,000 shares in Sesa Sterlite as of March 31, 2014. Mr. Mukherjee was the Managing Director of the Sesa Goa up to August 16, 2013 and the Executive Director of our iron ore business with effect from August 17, 2013. He ceased to be a Director with effect from April 1, 2014.

(2) Vedanta is the beneficial owner of 1,819,099,602 equity shares of the Company, consisting of:

(i) 1,235,726,219 equity shares and 24,823,177 ADSs held by Twin Star representing 99,292,708 underlying equity shares;

(ii) 401,496,480 equity shares held by Finsider;

(iii) 44,343,139 equity shares held by Westglobe; and

(iv) 38,241,056 equity shares held by Welter Trading.

Volcan is the majority shareholder of Vedanta, which is the sole shareholder of VRHL, which is the sole shareholder of each of Twinstar and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter Trading and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider.

Volcan is wholly owned by the Trust. Conclave is the trustee of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Related Parties—Vedanta.” As a result of this agreement, Mr. Anil Agarwal disclaims any such beneficial ownership of the shares.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our equity shares as of July 31, 2014 held by each person who is known to us to have 5.0% or more beneficial share ownership based on an aggregate of 2,964,674,487 equity shares outstanding as of that date.

Beneficial ownership is determined in accordance with the SEC rules and includes shares over which the indicated beneficial owner exercises voting and/or investment power or receives the economic benefit of ownership of such securities. equity shares subject to options currently exercisable or exercisable within 60 days are deemed outstanding for the purposes of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned
Vedanta (1)		1,819,099,602		61.36	%

Note:

(1) Vedanta is the beneficial owner of 1,819,099,602 equity shares of the Company, consisting of:

(i) 1,235,726,219 equity shares and 24,823,177 ADSs held by Twin Star representing 99,292,708 underlying equity shares;

(ii) 401,496,480 equity shares held by Finsider;

(iii) 44,343,139 equity shares held by Westglobe; and

(iv) 38,241,056 equity shares held by Welter Trading.

Volcan is the majority shareholder of Vedanta, which is the sole shareholder of VRHL, which is the sole shareholder of each of Twinstar and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter Trading and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider. Volcan is wholly owned by the Trust. Conclave is the trustee of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Related Parties—Vedanta.” As a result of this agreement, Mr. Anil Agarwal disclaims any such beneficial ownership of the shares.

Significant Changes in Percentage of Ownership

The following table sets forth the significant changes in the shareholding interests of our Company by our principal shareholders in our equity shares in the last three fiscal years. Except as disclosed below, there were no significant changes in the percentage of ownership in our Company in the last three fiscal years. Percentages set forth below are based on the number of equity shares outstanding as of the dates set forth below.

	As of March 31,															As of July 31,
Name and Type of Shares	2012					2013					2014					2014
	Number		Percent			Number		Percent			Number		Percent			Number		Percent
Vedanta
Equity shares		1,956,383,435		58.20	%		1,956,383,435		58.20	%		1,728,034,417		58.29	%		1,819,099,602		61.36	%

As of July 31, 2014, there were approximately 369,746 holders of our equity shares of which 150 have registered addresses in the United States. As of the same date, 58,487,176 of our ADSs representing 233,948,704 equity shares, representing 7.89% of our outstanding equity shares, were held by a total of 8 registered holders of record with addresses in and outside of the US. Since certain of these equity shares and ADSs were held by brokers or other nominees, the number of record holders in the US may not be representative of the number of beneficial holders or where the beneficial holders are resident. Each of our equity shares is entitled to one vote on all matters that require a vote of shareholders, and none of our shareholders has any contractual or other special voting rights.

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B. Related Party Transactions

The following is a summary of the material transactions we have engaged with our controlling shareholder, Vedanta, and its subsidiaries and other related parties, including those where our management or we have a significant equity interest. In addition, the following contains a discussion of how we intend to handle conflicts of interest and allocations of business opportunities between us and our affiliates, directors and executive officers. For a further discussion of related party transactions, See Note 32 to our consolidated financial statements included elsewhere in this Annual Report.

Related Parties

Volcan and the Agarwal Family

Volcan holds 62.3% of the share capital and 69.6% of the voting rights of Vedanta. Volcan is 100% owned and controlled by the Trust. Conclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and our Chairman Emeritus, is the protector of the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. See “- Vedanta.”

Vedanta

As of July 31, 2014, Vedanta is the beneficial owner of 1,819,099,602 equity shares of the Company, consisting of:

(i) 1,235,726,219 equity shares and 24,823,177 ADSs held by Twin Star representing 99,292,708 underlying Equity shares;

(ii) 401,496,480 equity shares held by Finsider;

(iii) 44,343,139 equity shares held by Westglobe; and

(iv) 38,241,056 equity shares held by Welter Trading.

Volcan is the majority shareholder of Vedanta, which is the sole shareholder of VRHL, which is the sole shareholder of each of Twinstar and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter Trading and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider.

Volcan is wholly owned by the Trust. Conclave is the trustee of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Vedanta, Volcan, the Trust, Conclave and Mr. Agarwal are parties to a relationship agreement that regulates the ongoing relationship among them. As a result of this agreement, Volcan, the Trust, Conclave and Mr. Anil Agarwal disclaim any such beneficial ownership of the shares.

Vedanta, Volcan, the Trust, Conclave and Mr. Anil Agarwal are parties to a relationship agreement. The principal purpose of the relationship agreement is to enable Vedanta to carry on its business independently of Volcan and its direct and indirect shareholders, and their respective associates, or the “Volcan Parties” as required by the listing rules of the Financial Conduct Authority of the United Kingdom or the Financial Conduct Authority and to ensure that transactions and relationships are at arm’s length and on a normal commercial basis. The relationship agreement will terminate in respect of Volcan at such time as each of the Volcan Parties, acting individually or jointly by agreement, cease to be a controlling shareholder of Vedanta for the purposes of the listing rules of the Financial Conduct Authority or if Vedanta is de-listed from the London Stock Exchange (“LSE”). In addition, the relationship agreement will terminate in respect of Conclave and Mr. Anil Agarwal if any of them individually or acting jointly ceases to be a controlling shareholder of Vedanta or Volcan. Currently, a controlling shareholder of a company for the purposes of the listing rules of the Financial Conduct Authority is any person (or persons acting jointly by agreement whether formal or otherwise) who is entitled to exercise, or to control the exercise of 30.0% or more of the rights to vote at general meetings of such company or is able to control the appointment of directors who are able to exercise a majority of the votes at Board meetings of such company.

Under the relationship agreement:

• the parties agree to ensure that Vedanta is capable, at all times, of carrying on its business independently of the Volcan Parties as required by the listing rules of the Financial Conduct Authority;

• Vedanta’s board of directors and nominations committee and any other committee of Vedanta’s Board of directors (other than the audit committee or the remuneration committee or any committee which may be established by the board of directors in connection with a specific transaction, the constitution of which is approved by the board of directors) to which significant powers, authorities or discretions are delegated shall at all times comprise a majority of directors who are independent of the Volcan Parties and who are free from any business or other relationship with the Volcan Parties which could materially interfere with the exercise of the director’s judgment concerning Vedanta;

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• Vedanta’s remuneration committee and audit committee shall at all times consist only of non-executive directors;

• Volcan is entitled to nominate for appointment to the board of directors of Vedanta such number of persons as is one less than the number of directors who are independent of the Volcan Parties and who are free from any business or other relationship with the Volcan Parties which could materially interfere with the exercise of the director’s judgment concerning Vedanta;

• neither Mr. Anil Agarwal nor any non-independent directors shall be permitted, unless the independent directors agree otherwise, to vote on any resolutions of Vedanta’s board of directors or of a committee of the board to approve the entry into, variation, amendment, novation or abrogation or enforcement of any contract, arrangement or transaction with any of the Volcan Parties;

• Volcan shall not exercise voting rights attaching to its shares in Vedanta or any resolution to approve the entry into, variation, amendment, novation or abrogation of any transactions or arrangements between Vedanta and the Volcan Parties;

• the Volcan Parties represented and warranted to Vedanta that at the time of the execution of the relationship agreement they did not own, directly or indirectly, any interests in the smelting, refining, mining or sale of any base metals or mineral otherwise than through Vedanta or any member of the Vedanta group;

• the Volcan Parties agreed to, directly or indirectly, acquire or otherwise invest in any company, business, business operation or other enterprise which engages in the smelting, refining or mining of base metals or minerals only through Vedanta or other member of the Vedanta group. However, this agreement does not prevent, restrict or limit:

• the acquisition or ownership by the Volcan Parties of not more than 5.0% in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which engages in the smelting, refining or mining of base metals or minerals which is for the time being listed on any stock exchange; or

• the acquisition or ownership, directly or indirectly, by the Volcan Parties of any interest in, a base metal or mineral property or asset (together with any associated property, plant and equipment), which is not adjacent or geographically proximate to an existing property or operation of Vedanta group so as to give them operational synergies, where the acquisition cost (including assumed indebtedness), including any related capital expenditures committed at the date of acquisition for the following 12 months, is equal to $ 50 million or less, for which purpose any acquisitions of two or more related or adjacent base metal or mineral properties or assets shall be aggregated when calculating the acquisition cost, provided that the relevant interested party (i) is not an officer or director of a Vedanta group company; and (ii) before acquiring such property or asset, first made the opportunity to acquire such property or asset available to the Vedanta group, with a reasonable period for the independent directors of Vedanta to consider the opportunity, on terms no less favorable than those on which they are proposed to be acquired by the interested party and a majority of the independent directors has determined that the Vedanta group should not make the acquisition; and

• transactions and relationships between Vedanta and the Volcan Parties must be conducted at arm’s length and on a normal commercial basis.

Key Management Personnel

See “Note 32. Related Party Transactions of Notes to the consolidated financial statements.”

Related Party Transactions

SIIL entered into a (i) representative office agreement; (ii) consultancy agreement; and (iii) a service agreement with Vedanta on various dates. Pursuant to the effectiveness of the Re-organization Transactions, these agreements have been renewed and are now valid till March 2018. For more information, please see “Item 10. Additional Information – C. Material Contracts.”

Relationship agreement between Cairn India and Vedanta

Vedanta and Cairn India entered into a relationship agreement on December 8, 2011. This relationship agreement requires each of Vedanta and Cairn India to exercise all of their respective powers and, so far as they are respectively able to do so, procure that the directors of Cairn India exercise their respective powers to ensure that: (i) the business of Cairn India is at all times carried on independently of any other member of Vedanta; (ii) all dealings between Cairn India and the rest of Vedanta are approved by the Cairn India audit committee; and (iii) the business of Cairn India is managed for the benefit of its shareholders as a whole. The parties also agreed to use their reasonable endeavors to ensure that they can comply with their respective obligations under applicable law or under the rules of the stock exchanges on which their securities are traded. This relationship agreement requires Cairn India to provide Vedanta with such information as it may require in order to comply with its legal, regulatory and reporting obligations for so long as Vedanta’s holding in Cairn India is of a level that requires Vedanta to account for the holding as its subsidiary or associated undertaking under IFRS. Further, until Vedanta holds at least 10% of the issued equity share capital of Cairn India, it is agreed between the parties that, subject to certain limitations and subject to applicable law, Vedanta has the right

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to require Cairn India to take such steps as may be reasonably required by it in connection with a proposed sale or disposal of Cairn India shares by any member of Vedanta. Cairn India is required to comply with such best practices, principles, standards, policies and provisions that Vedanta reasonably requires and has approved from time to time.

Loans assigned to Vedanta Resources Jersey II Limited

During the year, loan receivables of $916.2 million including the loans described below from (i) to (vii) were assigned by Monte Cello, THL Zinc Holding B.V and THL Zinc Limited to Vedanta Resources Jersey II Limited in exchange for the loan payables to Vedanta Resources Jersey II Limited by TMHL. As a result, there are no amounts outstanding under these agreement as of March 31, 2014.

A Memorandum of Understanding was entered into between Vedanta Resources Jersey II Limited, TMHL and Monte Cello, THL Zinc Holding B.V and THL Zinc Limited and assignment agreements wherein the loans aggregating to $ 916.2 million provided by Vedanta Resources Jersey II Limited to TMHL per this facility have been assigned to Montecello BV, THL Zinc Holding B.V and THL Zinc Limited respectively and hence Montecello BV, THL Zinc Holding B.V and THL Zinc Limited are the new lenders to TMHL.

(i) Loan Agreement—Vedanta Jersey Investment Limited and Monte Cello

Monte Cello entered into agreement with Vedanta Jersey Investment Limited on April 1, 2010 to make available a loan facility for one year which shall not exceed $ 150 million. The loan facility has been, upon maturity, renewed each year, on fresh terms and conditions, for a further period of one year. Accordingly, the loan has been renewed for a period of one year till April 2014, with an interest rate of 2.56% per annum.

(ii) Loan Agreement—Welter Trading and Monte Cello

Monte Cello entered into agreement with Welter Trading on November 3, 2010 to make available a loan facility which shall not exceed $ 100 million. The limit was further increased upto $ 105 million during 2012. In fiscal year 2013, the loan balance together with accrued interest amounting to $ 103.3 million was renewed into a fresh loan at an interest rate of LIBOR plus 120 basis points for a further period of one year.

During fiscal year 2013, Monte Cello also entered into an agreement with Welter Trading for a loan facility of $ 50 million for a period of one year. The loan was renewed for a period of one year till August 2014 with an interest rate of 2.13%.

(iii) Loan Agreement—Welter Trading and THL Zinc Holding BV

THL Zinc Holding B.V entered into an agreement with Welter Trading on August 6, 2012 for a loan facility of $ 100 million at an interest rate of 1.35% per annum for a period of one year. The loan was renewed for a period of one year till August 2014 with an interest rate of 2.13%.

(iv) Loan Agreement—Twin Star and THL Zinc Limited

During fiscal year 2013, THL Zinc Limited further entered into an agreement for a loan facility of $ 100 million at an interest rate of LIBOR plus 100 basis points.

(v) Loan Agreement—Richter and THL Zinc Holding B.V

THL Zinc Holding B.V entered into an agreement with Richter on December 24, 2012, further amended on January 11, 2013 for a loan facility of $ 240 million at an interest rate of LIBOR plus 115 basis points for a period of one year.

(vi) Loan Agreement—VRHL and THL Zinc Holding B.V

During fiscal year 2014, THL Zinc Holding B.V entered into an agreement for a loan facility of $ 30 million at an interest rate of 1.72%.

(vii) Loan Agreement—VRHL and THL Zinc Limited

During fiscal year 2014, THL Zinc Limited entered into an agreement for a loan facility of $ 108 million at an interest rate of 1.67%.

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Vedanta Resources Jersey II Limited and TMHL

(i) During fiscal year 2011, TMHL entered into a loan facility agreement with Vedanta of $100 million which was extended till November 2012 and further extended till November 2013 with amended facility upto $350 million. During the year the amount under this facility agreement has been extended till November 19, 2017 with an interest rate of LIBOR plus 362 basis points. The outstanding balance under this facility at March 31, 2014 is $203.3 million.

(ii) During fiscal year 2012, TMHL entered into two loan facility agreements of $750 million each with Vedanta. The loan proceeds were used to meet the funding requirements for acquisition of an initial 10% of the outstanding share capital of Cairn India in July 2011. The final repayment dates of the loans are May 24, 2016 and June 24, 2021 respectively, or on demand from the lender with 30 days notice. The loans are unsecured. Interest rates for the two loan facility agreements of $ 750 million are 7.95% and 9.45% per annum. The outstanding balance under this facility at March 31, 2014 was $1,500 million.

(iii) During fiscal year 2012, TMHL entered into a loan facility agreement of $1,625 million with Vedanta. The final repayment date is November 28, 2018 or on demand from the lender with 30 days notice. The loan is unsecured. The interest rate on this loan is 8.15% per annum. The outstanding balance under this facility at March 31, 2014 was $705.6 million.

During the fiscal year 2014, pursuant to executing a deed of assignment between Vedanta and Vedanta Resources Jersey II Limited, all the existing rights of the loan agreements mentioned above from (i) to (iii) have been assigned to Vedanta Resources Jersey II Limited and the new lender in the place of Vedanta is Vedanta Resources Jersey II Limited.

During fiscal year 2014, TMHL entered into a loan agreement with Vedanta Resources Jersey II Limited for $1,200 million and $300 million at an interest rate of at an interest rate of 7.25% and 8.375% % per annum respectively to meet funding requirements for refinancing of a loan for the acquisition of 38.68% of the outstanding share capital of Cairn India. The final repayment dates are January 31, 2019 and May 31, 2023 or on demand from the lender with 30 days notice. The loans are unsecured. The outstanding balances of these loans as of March 31, 2014 are $1,200 million and $284.8 million respectively.

Acquisition of shareholding in Cairn India

Pursuant to the share purchase agreement, dated February 25, 2012 between BFL, a wholly owned subsidiary of Sesa Goa and VRHL, BFL acquired 38.68% shareholding in Cairn India and an associated debt of $ 5,998 million by acquiring TEHL, for a nominal cash consideration of $ 1. Subsequently with effect from August 26, 2013, TEHL, TMHL and Cairn India (including all its subsidiaries) are now the subsidiaries of Sesa Sterlite.

Cairn production sharing contract guarantee to Government

Vedanta has provided parent company financial and performance guarantees to the GoI for Cairn India’s obligation under the production sharing contracts. The guarantee provides for making available financial resources equivalent to Cairn India’s share for its obligation under production sharing contracts, personnel and technical services in accordance with industry practices and any other resources in case Cairn India is unable to fulfill its obligations under production sharing contracts.

Conflicts of Interest and Allocations of Business Opportunities

From time to time, conflicts of interest have in the past and will in the future arise between us and our affiliates, including our controlling shareholder, Vedanta, and other companies controlled by Vedanta, our directors and our executive officers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Relationship with Vedanta.” With respect to transactions between us and our affiliates, directors and executive officers that involve conflicts of interests, we have in the past undertaken and will continue in the future to undertake such transactions in compliance with the rules for interested or related party transactions of the London Stock Exchange on which Vedanta is listed, the NYSE on which our ADSs are listed and the NSE and BSE.

The rules applicable to London Stock Exchange companies, which would apply to transactions between us and the controlling shareholders of Vedanta, namely Volcan and the Agarwal family, require that the details of a related party transaction be notified to a regulatory information service and disclosed to the Financial Conduct Authority as soon as possible after the terms of the transaction are agreed upon. There is also a requirement that a circular containing information about the related party transaction be sent to all shareholders and that their approval of the related party transaction be obtained either before the transaction is entered into or, if the transaction is conditional on shareholder approval, before the transaction is completed. The related party and its associates must be excluded from voting on the related party transactions. The requirement of shareholder approval does not apply to transactions where the gross assets of the transaction as a percentage of the gross assets of the listed company, the profits attributable to the assets of the transaction as a percentage of the profits of the listed company, the consideration for the transaction as a percentage of the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company and the gross capital of the company or business being acquired as a percentage of the gross capital of the listed company, does not exceed 5%. However, the listed company must, before entering into the related party transaction, inform the

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Financial Conduct Authority of the details of the proposed related party transaction, provide the Financial Conduct Authority with a written confirmation from an independent adviser acceptable to the Financial Conduct Authority that the terms of the proposed related party transaction with the related party are fair and reasonable as far as the shareholders of the listed company are concerned and undertake in writing to the Financial Conduct Authority to include details of the related party transaction in the listed company’s next published annual accounts, including, if relevant, the identity of the related party, the value of the consideration for the transaction or arrangement and all other relevant circumstances. Related party transactions where all the above percentage ratios are 0.25% or less have no requirements under the rules applicable to London Stock Exchange companies. Where several separate transactions occur between a company and the same related party during a 12-month period, the transactions must be aggregated for the purpose of applying the percentage ratio tests.

As part of our listing with the NYSE, we were required to confirm to the NYSE that we will appropriately review and oversee related party transactions on an ongoing basis. These related party transactions include transactions between us and our controlling shareholder, Vedanta, and its affiliates. The NYSE reviews the public filings of its listed companies as to related party transactions. Under the rules of the NYSE, we are required to have an independent audit committee comprised entirely of independent directors. We have had an independent audit committee comprised entirely of independent directors since our ADS offering in June 2007. One of the functions of the independent audit committee is to review any related party transactions by us or any of our subsidiaries or affiliates. In addition, under the rules of the NYSE, we are required to obtain shareholder approval for any issuance of our equity shares, or securities convertible into or exercisable for our equity shares, to any related party, except that such approval would not be required for sales of our equity shares to our controlling shareholder or its affiliates in an amount not to exceed 5% of the number of our equity shares outstanding prior to such issuance and at a price equal to or greater than the higher of the book or market value of our equity shares.

Under the listing agreements we have entered into with the NSE and BSE, we are required to ensure that our disclosures in relation to material and significant related party transactions in our Annual Reports are in compliance with Indian GAAP. Specifically, we are required to place before the audit committee and publish in our Annual Reports a statement in summary form of the related party transactions entered into by us during the previous fiscal year, providing details of whether such transactions were undertaken in the ordinary course of business and details of material individual transactions with related parties or others which were not on an arm’s length basis, together with our management’s justification for such transactions. Under the listing agreements, our audit committee is required to review and discuss with the management the disclosures of any related party transactions, as defined under Indian GAAP, in our annual financial statements.

Under the Companies Act, 2013, a company needs approval of the Audit Committee on all related party transactions and any amendments. This is irrespective of whether they are in the ordinary course of business and consummated at arm’s length or they do not breach the share capital or transaction value thresholds prescribed in the board rules.

If the transaction is entered into the ordinary course of business, and is also at arm’s length, neither a board approval nor a special resolution of a disinterested shareholder is required. For transactions which are neither in the ordinary course of business nor at arm’s length, the company will need an approval of the board, irrespective of the share capital or transaction value.

The company needs to pass a shareholders’ special resolution at a general meeting, if the criteria below mentioned are satisfied. Members of the company, who are related parties, are not permitted to vote on the special resolution.

(i) Related party transactions are neither in the ordinary course of business nor at arm’s length, and

(ii) The Company’s paid-up share capital is not less than the prescribed limit, or transaction(s) amount exceed a specified threshold.

We also have used and will continue to use independent appraisers in appropriate circumstances to help determine the terms of related party transactions. We have had and will continue to have an audit committee comprised entirely of independent directors which is responsible for reviewing any related-party transaction by us or any of our subsidiaries or affiliates.

We are continually seeking to identify and pursue business opportunities. However, Vedanta, as our controlling shareholder, has the power to determine in its sole discretion what corporate opportunities we may pursue and whether to pursue a corporate opportunity itself or through one of its other subsidiaries, which may benefit such companies instead of us and which could be detrimental to our interests. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Relationship with Vedanta—Vedanta may decide to allocate business opportunities to other members of the Vedanta group instead of to us, which may have a material adverse effect on our business, results of operations, financial condition and prospects.” Vedanta has in the past allocated and expects in the future to allocate corporate opportunities among itself and its various subsidiaries based on a number of factors, including the nature of the opportunity, the availability of funds at the relevant subsidiary to pursue the opportunity and which subsidiary it believes can most successfully take advantage of the opportunity.

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C. Interest of Experts and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Please see Item 18 for a list of the financial statements filed as part of this Annual Report.

Legal Proceedings

Except as described below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which we are aware) which we believe could reasonably be expected to have a material adverse effect on our results of operations, cash flows or financial position. See Note 30 to our consolidated financial statements included elsewhere in this Annual Report for more information.

Proceedings against the GoI which has disputed our exercise of the call option to purchase its remaining ownership interest in BALCO

There are certain proceedings that are currently ongoing with respect to the exercise of a call option to acquire the remaining shares of BALCO held by the GoI, in accordance with the terms of the shareholders’ agreement between the GoI and us. The amount claimed under this proceeding is presently unquantifiable. The arbitration tribunal formed under the directions of the High Court of Delhi pronounced an award rejecting our claim regarding the exercise of the option on January 22, 2011. According to the award, certain clauses of the shareholders’ agreement were held to be void, ineffective and inoperative as being in violation of sub section (2) of Section 111A of the Companies Act, 1956. We filed an application before the High Court of Delhi to set aside this award under Section 34 of the Arbitration and Conciliation Act, 1996. Our application is scheduled for hearing on August 21, 2014. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO.”

Proceedings against the GoI which has disputed our exercise of the call option to purchase its remaining ownership interest in HZL

We commenced arbitration proceedings against the GoI with respect to exercise of our call option to acquire the remaining shares of HZL held by the GoI, in accordance with the terms of the shareholders’ agreement between the GoI and us. The GoI denied our right to exercise the option on the basis that the shareholders’ agreement contravenes the provisions of Section 111A of the Companies Act, 1956 and is therefore void. The next date of hearing by the arbitral tribunal is on September 13, 2014. See “Item 4. Information on the Company—B. Business Overview—Our Business—Options to Increase Interests in HZL and BALCO.”

Legal proceedings against us involving a suspension of mining operations in the State of Goa.

A writ petition was filed by the Goa Foundation before the Supreme Court of India on September 25, 2012, based on the Justice M.B. Shah Commission Report dated March 15, 2012, directing certain actions against the Union of India, State of Goa, Ministry of Mines, Indian Bureau of Mines and the Goa State Pollution Control Board. The petitioner had submitted that the respondents be directed to initiate termination of all leases that are found to be involved in illegal mining and to direct action against all the violators involved in illegal mining as named in the Shah Commission Report. The Shah Commission Report, appointed to inquire into illegal mining of iron and manganese ore in Goa and a few other states alleged illegal mineral extraction in Goa and renewal of mining leases without appropriate consents and approvals in violation of environmental laws and rules thereby causing ecological and environmental damage due to the extinction of limited natural resources. Consequently, the Supreme Court of India appointed a Central Empowered Committee to investigate into the allegations raised in the Shah Commission report. Further, the Supreme Court of India issued an interim order on October 5, 2012, directing that all mining operations in the leases in Goa as identified in the Shah Commission Report, and transportation of iron ore and manganese ore from those leases, be suspended pending further directions.

In November 2012, we filed an application before the Supreme Court of India to be impleaded as a respondent which was allowed by the Court by its order dated February 15, 2013. Further, we filed an intervention application in November 2012 before the Supreme Court of India alleging that no opportunity was accorded to the respondents while recording the findings of the Shah Commission Report, in violation of Article 14 of the Constitution of India and the principles of natural justice.

We, together with other lessees submitted detailed replies to Central Empowered Committee in November 2012 stating that no illegal mining activities were being carried out as alleged. Subsequently, we filed an affidavit on November 29, 2012 challenging the Shah Commission Report’s findings that mining companies have been carrying out mining operations beyond their respective mining lease areas. The affidavit seeks to allow modification of the order of the Supreme Court of India dated

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October 5, 2012 and allow mining operations to resume. We had filed an interim application dated April 23, 2013 to modify the Supreme Court of India order dated October 5, 2012 to the extent of allowing sale/movement of iron ore already extracted under the supervision of a statutory authority.

The Supreme Court of India passed an interim order on November, 11, 2013 directing inventory of excavated mineral ore and sale of the inventorized mineral ores by e-auction and retention of the sale proceeds by the State of Goa till the Court delivers the final judgment in these matters on the legality of the leases from which the mineral ores were extracted. Further the Court also directed for the constitution of a Committee of experts to conduct a Macro Environment Impact Assessment Study on proposed ceiling of annual excavation of iron ore from the State of Goa keeping in mind the principles of sustainable development and inter-generational equity and all other relevant factors.

On April 21, 2014, the Supreme Court passed judgment in the matter lifting the ban with certain stipulations including directions on mining by the lessees after November 22, 2007 as being illegal, dumping outside the leased area as being impermissible; interim buffer zone fixed at one kilometer from the boundaries of National Parks and Sanctuaries, cap on annual excavation at 20 million tons other than from dumps until the final report of Expert Committee is submitted, appropriation of the sale value of e-auctioned inventorized ores by the State Government as per stipulated conditions, payment of 10% of the sale proceeds to the Goan Iron Ore Permanent Fund.

The Supreme Court also directed MoEF to issue notification of eco-sensitive zones within a period of six months and sought for final report from the Monitoring Committee set up by the State Government of Goa within six months as well submission of Expert Committee report within six months on mining dumps and its final report within twelve months on the cap on the annual excavation of iron ore in Goa.

On May 6, 2014 we filed for a review of the aforesaid judgment in the Supreme Court of India on limited issues related to a) declaration that expiry of mining leases with effect from 2007 as deemed renewal does not apply to renewal b) dumping outside mining lease is not permitted c) 10% of the sale price of the iron ore to be paid to Goan Iron Ore Permanent Fund, and d) cap on annual excavation at 20 million tons other than from dumps.

Certain prosecution proceedings brought by SEBI against us, Mr. Anil Agarwal and Mr. Tarun Jain

In April 2001, SEBI ordered that prosecution proceedings be brought against us, alleging that we have violated the regulations prohibiting fraudulent and unfair trading practices and it also passed an order prohibiting us from accessing the capital markets for a period of two (2) years. This SEBI order was overruled by the SEBI Appellate Tribunal on October 22, 2001 on the basis of lack of sufficient material evidence to establish that we had, directly or indirectly, engaged in market manipulation and that SEBI had exercised its jurisdiction incorrectly in prohibiting us from accessing the capital markets. On November 9, 2001, SEBI appealed to the High Court of Bombay. The next date of hearing has not yet been fixed.

In addition to the prosecution proceedings, SEBI also initiated criminal proceedings in 2001 before the Court of the Metropolitan Magistrate, Mumbai, against us, Mr. Anil Agarwal and Mr. Tarun Jain (who was the chief financial officer of MALCO at the time of the alleged price manipulation). When SEBI’s order was overruled on October 22, 2001, we filed a petition before the High Court of Bombay to stay those criminal proceedings on the grounds that the SEBI Appellate Tribunal had overruled SEBI’s order on price manipulation. An order was passed by the High Court of Bombay in our favor, granting an interim stay of the criminal proceedings.

Investigation by the Serious Fraud Investigation Office of India

In October 2009, the Ministry of Corporate Affairs ordered the Serious Fraud Investigation Office of India to investigate into Sesa Goa’s and Sesa Industries Limited’s (which has subsequently been merged with Sesa Goa) affairs in respect of alleged mismanagement, malpractices, financial and other irregularities, including the alleged siphoning and diversion of funds, which allegedly occurred primarily in the period prior to our acquisition of Sesa Goa in 2007. The Serious Fraud Investigation Office of India report made certain allegations relating to under-invoicing the export of iron ore, over-invoicing the import of coal, over-invoicing of sale of iron ore from Sesa Goa to Sesa Industries Limited, commission paid to Mitsui and other violations under the Companies Act, 1956 during the period from 2001 to 2007. The report has recommended that action be taken against the directors of Sesa Goa during the aforementioned period. The allegations in the Serious Fraud Investigation Office of India report were dropped and subsequently, the GoI through the Ministry of Corporate Affairs filed complaints against Sesa Goa and certain of its directors and officers, for violation of only certain sections of the Companies Act, 1956, including, dealing with publication of name outside the premises, form of balance sheet and inducing persons to invest money. The foreign directors remain un-served till date. The other directors and offices have been exempted from personal appearance. The next date of hearing is scheduled for September 18, 2014.

Criminal proceedings against certain directors and employees of BALCO

Criminal proceedings were initiated by Mr. Ajay Padia before the Court of the Judicial Magistrate First Class, Pune against Mr. Anil Agarwal, Mr. Navin Agarwal, Mr. Tarun Jain and certain of our other former directors and employees in 2002 alleging that an assurance that was given by the above mentioned directors regarding payment of all amounts owed to him for the

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damaged material supplied by BALCO was not honored. An application under Section 482 of the Indian Criminal Procedure Code was filed in the High Court of Bombay for quashing the proceedings in the Judicial Magistrate First Class and to dispose the matter directing that alternative remedies were available before the Sessions Court, Pune, which was the appropriate Court. The High Court of Bombay stayed the criminal proceedings and the application was listed for disposal. The next date of hearing has not been fixed.

Penalties levied by the Enforcement Directorate on certain of our directors and us

The Enforcement Directorate levied penalties on certain of our directors and us aggregating to Rs.347 million ($ 5.8 million). It was alleged that we transferred an amount equivalent to $49 million to Twinstar Holdings Limited and investment into Sterlite and MALCO through Twinstar Holdings Limited without the permission of the RBI. We have submitted that Twinstar Holdings Limited obtained the required approvals from the Foreign Investment Promotion Board (“FIPB”) for the investment.

We appealed against this order of the Enforcement Directorate to the appellate tribunal for foreign exchange seeking a waiver of the pre-deposit amount, which is equal to 100% of the penalty levied, which was allowed by the tribunal. The Enforcement Directorate appealed against this decision of the tribunal to the High Court of Delhi, which referred the matter back to the tribunal to consider the issue afresh. The next date of hearing is scheduled for August 29, 2014.

Criminal proceedings against Sesa Goa and its directors

Ms. Krishna Bajaj filed a complaint against the former directors of Sesa Industries Limited (which has since been amalgamated with Sesa Goa) before the Magistrate at Mumbai in 2000, in relation to shares issued on a preferential basis by Sesa Industries Limited in 1993 to Sesa Goa’s shareholders, alleging that the shares of Sesa Industries Limited were not listed within 12 to 18 months of the offer as stated in the offering document. The four directors appeared before the court on June 16, 2009 and pleaded not guilty to the charges. The four directors filed a criminal application in the High Court of Bombay challenging the Magistrate’s order of framing charges before the High Court of Bombay. The High Court of Bombay admitted the criminal application and stayed the proceedings pending before Magistrate at Mumbai.

Ms. Krishna Bajaj also filed another complaint against Sesa Industries Limited (which has subsequently been merged with Sesa Goa), Sesa Goa and their directors in 2003 alleging that when Sesa Goa had offered in 2003 to buy back shares issued on a preferential basis by Sesa Industries Limited in 1993 from Sesa Industries Limited’s minority shareholders of Sesa Industries Limited (including herself), Sesa Goa had committed the same offence alleged against the then directors of Sesa Industries Limited described in the preceding paragraph and accordingly, Sesa Industries Limited, Sesa Goa and their directors should also be liable for the failure to list Sesa Industries Limited’s shares. The Chief Judicial Magistrate at Mumbai issued an order for process in October 2006 against Sesa Industries Limited, Sesa Goa and its directors, against which a criminal writ petition was filed by Sesa Industries Limited, Sesa Goa and their former directors before the High Court of Bombay, which stayed further proceedings in August 2007. The High Court of Bombay subsequently passed an order in December 2008 in favour of Sesa Industries Limited, Sesa Goa and their directors, quashing Ms. Bajaj’s complaint. The Supreme Court of India subsequently issued notices to all the parties in the special leave petition of Ms. Krishna Bajaj challenging the order of the High Court of Bombay. Ms. Krishna Bajaj submitted an application to implead the Serious Fraud Investigation Office as a party to the proceedings which was allowed by the Supreme Court of India in November 2011. The next hearing is on October 27, 2014.

Writ petitions filed against us alleging violation of certain air, water and hazardous waste management regulations at our Tuticorin plant.

Various writ petitions were filed before the High Court of Madras alleging that sulphur dioxide emissions from our copper smelting operations at Tuticorin were causing air and water pollution and hazardous waste and sought a cancellation of our permits and environmental approval to operate our smelter.

A writ petition was filed in December 2009 before the High Court of Madras challenging the grant of environmental clearance for the expansion of our copper smelter at Tuticorin. But no order or direction for injunction was granted. The next date of hearing for the writ petition is not yet fixed.

Separately, in March 2013, the TNPCB ordered the closure of the copper smelter at Tuticorin due to complaints regarding a noxious gas leak by local residents. On April 1, 2013 we filed a petition with the National Green Tribunal challenging the order of the TNPCB on the basis that the plant’s emissions were within permissible limits. The National Green tribunal passed an interim order in May 2013 allowing the smelter to recommence operations subject to certain conditions. We recommenced operations on June 16, 2013. The expert committee constituted by the National Green Tribunal submitted a report on the operation of the plant on July 10, 2013 stating that the plant’s emissions were within the prescribed standards and based on this report, the National Green Tribunal, on July 15, 2013, ordered that the smelter could re-commence its operations. On August 8, 2013, the National Green Tribunal confirmed its May 31, 2013 order and held that there was no health impact owing to the operations with directions to comply with the recommendations made by the committee to further improve the working of the plant within a time bound schedule. We have implemented all the recommendations during the year. However, the TNPCB filed a notice of appeal against the orders of the National Green Tribunal. The appeals are pending before the Green bench of the Supreme Court of India.

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The MoEF has rejected the forest clearance granted to the Niyamgiri mining project and our expansion plans of refinery in Lanjigarh are on hold.

In 2004, a writ petition was filed against us, the Government of Odisha, the Republic of India, the Orissa Mining Corporation, and others by a private individual before the High Court of Orissa, alleging that the grant of a mining lease by the Orissa Mining Corporation to us to mine bauxite in the Niyamgiri Hills at Lanjigarh, in the State of Orissa, would violate the provisions of the Forest (Conservation) Act, 1980 of India. The petition alleges that the felling of trees, construction of the alumina refinery by us and the development of the mine is in violation of the Forest (Conservation) Act, 1980 and would have an adverse impact on the environment. The petition sought, among other things, to restrain the grant of the mining lease to mine bauxite, to declare the memorandum of understanding entered into between us and the Orissa Mining Corporation void, a court direction for the immediate cessation of construction of the Lanjigarh alumina refinery and an unspecified amount of compensation from us for damage caused to the environment. This petition was also filed before the Supreme Court of India by certain non-governmental organizations and individuals. The Supreme Court granted us the clearance to mine in and around the Niyamgiri Mines on terms and condition as specified in the Court order. Consequent to the order of the Supreme Court of India, the proceedings before the High Court of Orissa became redundant as the issues were already determined.

Thereafter, the MoEF on August 24, 2010 declined to grant the forest clearance for the Niyamgiri Mines to Orissa Mining Corporation, and rendered the environmental clearance non-operational. On March 8, 2011, the Orissa Mining Corporation challenged the order of the MoEF by a special leave petition in the Supreme Court of India. On April 1, 2011, the Court admitted the corporation’s plea against the MoEF. The Supreme Court in its order dated April 18, 2013 directed the Government of Odisha to place any unresolved issues and claims of the local communities under the Forest Rights Act and applicable rules before the Gram Sabha, the council representing the local community. The Gram Sabha was directed to consider these claims and communicate its decision to the MoEF through the Government of Odisha within three months of the order. The Government of Odisha completed the process of conducting Gram Sabha meetings and submitted its report on the proceedings to the MoEF.

Further the MoEF, based on the report submitted by the Government of Odisha rejected the grant of stage II forest clearance for the Niyamgiri project of Orissa Mining Corporation on January 8, 2014, which is one of the sources of supply of bauxite to the Alumina refinery at Lanjigarh in terms of the memorandum of understanding with the government of Odisha (through Orissa Mining Corporation), 150 million tons of bauxite is required to be made available to us. We are considering to source bauxite from alternate sources to support the existing and the expanded refinery operations. Assets under construction as at March 31, 2014 is after an impairment charge of Rs 668 million ($11.1 million) which relates to impairment of mining assets of Jharsuguda Aluminium at Lanjigarh as the MoEF has rejected the Stage II forest clearance for the Niyamgiri mining project.

On October 20, 2010, the MoEF directed us to maintain status quo on the expansion of our refinery at Lanjigarh. Against this order, we filed a writ petition in the High Court of Orissa and the Court dismissed our petition. We made an application to the MoEF to reconsider the grant of the environmental clearance for our alumina refinery. The MoEF by its letter dated February 2, 2012, issued fresh terms of reference to us for preparation of the environment impact assessment report. We submitted this report to the Orissa Pollution Control Board and parallely submitted various representations to the MoEF as well as the Project Monitoring Group established under the Cabinet Committee on Investments. The Expert Appraisal Committee of the MoEF reconsidered the project and revalidated the terms of reference for 22 months effective January 2014. Therefore the ban imposed on the expansion of our alumina refinery was lifted and we are pursuing the matter with the state government. The public hearing was held on July 30, 2014 and the expansion of our Lanjigarh refinery shall be on hold until we receive the necessary approvals.

Proceedings against us challenging environmental consents received for our expansion project of pig iron, metallurgical coke, sinter plants and power plant in Goa

On March 6, 2012, the High Court of Bombay dismissed a public interest litigation filed by Mr. Ramachandra Vaman Naik and others for quashing an approval issued by the MoEF and the Goa State Pollution Control Board for the expansion project of a pig iron plant, sinter plant, metallurgical coke plant and power plant in Goa. Mr. Naik challenged this order of the High Court of Bombay by filing a special leave petition before the Supreme Court on July 26, 2012 for an interim stay of the operations of the High Court of Bombay order and for a stay on the construction and operation of the Plants in Goa. The matter is scheduled for hearing on October 14, 2014.

Separately, an application was filed by the village panchayat head of Navelim, Goa before the National Green Tribunal against the Goa State Pollution Control Board, MoEF, State of Goa, others and us alleging that (i) Goa State Pollution Control Board had issued its approval in a piecemeal manner to us, even though the environment clearance order issued by the MoEF and the approval are for all four Plants thereby violating the MoEF order, (ii) the no-objection certificate issued in relation to this project in 2007 was forged and fabricated, and (iii) the CN5 bridge at Maina-Navelim junction falls outside the notified industrial area, and crosses a public road belonging to the village panchayat. The application sought cancellation of the approval and the order of the MoEF. On March 1, 2013, the National Green Tribunal gave directions to issue notices to all the parties. We replied on April 11, 2013, denying all contentions and submissions made by the village head and have submitted that the application be

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dismissed. The National Green Tribunal on July 31, 2014 held that owing to an identical issue pending before the Supreme Court of India, the proceeding before the National Green Tribunal is adjourned and directed us to inform the National Green Tribunal of the determination of the Supreme Court of India.

Certain proceedings against us alleging illegal mining activities

Seventeen applications were filed before the National Green Tribunal by a local body in Goa claiming compensation from us and other mine lessees for causing environmental destruction and degradation due to illegal mining activity. The applications allege that environmental clearances obtained by us specifically required us to obtain prior approval of the Chief Wild Life Warden which had not been adhered to and that the extraction during the period when the Chief Wild Life Warden permission was pending was illegal. It was further alleged that the government authorities and officials acted in connivance with us and assisted us in procuring the lease/concessions. These applications state that the MoEF orders obtained by us required that no mining be undertaken without taking prior permission from a ‘competent authority as specified under the Wildlife Protection Act, 1972 and that, we excavated the mines in violation of the MoEF order and other environmental laws. The local body was asked that the area be restored and assessment be undertaken regarding the actual damage caused to the original property.

Further, an interim relief has been filed by the local body to seek removal of waste dump and protection of environment in and around the mining lease area’s until final disposal of the main applications. We have replied denying all the allegations in the applications and have asked that the applications be rejected.

Certain proceedings with respect to renewal of our environmental consents

The Goa State Pollution Control Board on December 7, 2012 informed us that in light of the order given by the Supreme Court of India on October 5, 2012 and the decision of the Goa State Pollution Control Board given on November 1, 2012, applications filed by us for renewal of consent to operate under the Water Act and the Air Act cannot be processed and therefore, such applications were returned to us. On December 28, 2012, we applied to the Goa State Pollution Control Board for grant of consent to operate under these legislations which was subsequently denied on March 5, 2013. We appealed against this order of the Goa State Pollution Control Board on April 9, 2013 before the Administrative Tribunal at Goa. The next date of hearing is scheduled on August 26, 2014.

Shenzhen Shandong Nuclear Power Construction Co. Limited has commenced arbitration proceedings against us

On February 19, 2012, Shenzhen Shandong Nuclear Power Construction Co. Limited (“SSNP”) filed a petition under section 9 of the Arbitration and Conciliation Act, 1996 before Bombay High Court alleging non-payment of their dues towards construction of a 210 MW co-generation power plant for a refinery expansion project at Lanjigarh, and filed a claim of Rs. 17,802 million ($ 296.7 million). This was subsequent to SSNP’s notice for termination of the contract dated February 25, 2011 and legal notice dated February 23, 2012 for recovery of its alleged dues. SSNP also requested for an interim relief. Under the petition, SSNP sought for a restraining order on encashment of the advance bank guarantee, injunction from disposing or creating third party right over plant and machinery at the project site and security for the amount due under the contract. The High Court of Bombay on April 25, 2012 dismissed SSNP’s petition. SSNP appealed against this order and the High Court of Bombay by its order of December 12, 2012 directed us to deposit a bank guarantee for an amount of Rs. 1,870 million ($ 31.2 million) until the arbitration proceedings are completed.

We also filed a counter claim for delays caused for which SSNP is responsible. The proceedings are ongoing and the next date of hearing is on October 18, 2014.

Proceedings against TSPL relating to its delay in commissioning various units of the power plant

TSPL entered into a long term power purchase agreement with the Punjab State Power Corporation Limited for supply of power. TSPL has a contractual obligation to complete the commissioning of various units of the power plant according to the scheduled timelines agreed in terms of the agreement. According to the terms of the agreement, there are obligations and performances to be met by both the Punjab State Power Corporation and TSPL. The said corporation was obligated to fulfil certain conditions including procuring interconnection and transmission facilities, arranging supply of adequate quantity of fuel for the project etc. However due to delay in fulfilment of certain obligations and other reasons, there has been delay in implementing the project as compared to the scheduled timelines under the agreement.

TSPL received letter from the said corporation seeking payment of liquidated damages of Rs.3,176.4 million ($52.9 million) for each delay in commissioning of Unit I, II and III totaling Rs.9,529.2 million ($158.8 million).

Subsequent to the year end, the said corporation invoked the bank guarantee of Rs.1,500 million ($ 25 million) towards payment of the liquidated damages on account of delay in completion of the commissioning of Unit I. TSPL filed a civil writ petition at the High Court of Punjab and Haryana. TSPL has also filed a petition with the Punjab State Electricity Regulatory Commission for quashing of the wrongful claim of liquidated damages and grant of extension of time to complete the

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commissioning of various units of the power plant. The petition was admitted and the said corporation has been directed to file a response. Meanwhile, in the hearing held on August 7, 2014, the High Court of Punjab and Haryana disposed off the writ petition, referring the matter to the Punjab State Electricity Regulatory Commission for adjudication on the basis of merits of the case while granting stay till next date of hearing at the Punjab State Electricity Regulatory Commission, which is scheduled on September 12, 2014.

Petitions filed against BALCO in relation to the alleged encroachment of land on which our Korba smelter is located.

BALCO has 1804.67 acres of government land out of which 1751 acres is forest land which were given on lease by the State Government. The lease deed has not been executed till date. The High Court of Chhattisgarh on February 2010 held that BALCO is in legal possession of 1804.67 acres of government land based on which the Cabinet of Chhattisgarh recommended the execution of lease deed in favor of BALCO but after approvals for forest land were sought.

With respect to the approvals for forest land, petitions have been filed in public interest before the Supreme Court of India by various individuals and Sarthak, a non-governmental organization alleging that BALCO is using forest land for non-forest activities. The Supreme Court of India referred the matter to the Central Empowered Committee, which recommended a post-facto diversion of forest land with payment of net present value on land for which forest compensation was not paid prior to the year 1980. Subsequently, it was alleged that BALCO had cut trees in violation of the Court order and filed a contempt petition and the matter was again referred to the Central Empowered Committee. The Central Empowered Committee submitted its report on June 30, 2012 to the Court recommending that a detailed survey should be conducted through Forest Survey of India (MoEF) using high quality remote sensing technique to find out whether any tree felling and/or non-forest use has taken place after February 29, 2008 in the revenue forest land and/or deemed forest in possession of BALCO. In order to expedite the proceedings, BALCO filed an application in the Court seeking direction to pay the net present value on forest land as per the recommendation of the Central Empowered Committee provided an ex-post facto diversion of the 1751 acres forest land held by BALCO. The date of hearing for this matter has not yet been fixed.

Petition against BALCO seeking cancellation of the environmental clearance provided in relation to its coal block

Certain citizens challenged the environmental clearance granted by MoEF to BALCO for the Durgapur-II Taraimar opencast (3MMTPA)-cum-underground (1MMTPA) coalmine project and captive coal washery (4MMTPA) before the National Green Tribunal alleging that the decision to grant the environment clearance was illegal, arbitrary and without application of mind, and that the environment impact assessment report was inadequate and misleading with several inaccuracies and not in line with environment impact assessment, 2006. The next date of hearing is scheduled to be held on September 1, 2014.

Forest development tax levied by the Government of Karnataka

In October 2008, we filed a writ petition in the High Court of Karnataka against the Government of Karnataka and others, challenging the imposition of forest development tax at a rate of 8.0% (a subsequent demand was made for the payment of tax at the rate of 12.0%) on the value of iron ore sold by us from the mining leases in the forest area, pursuant to the notification by the Government of Karnataka and the memorandum/common order issued by the Deputy Conservator of Forests. In August 2009, the High Court of Karnataka permitted the Government of Karnataka to levy forest development tax and directed that the demand be restricted to 50.0% of the forest development tax as an interim arrangement pending disposal of the writ petition.

An application was filed by us before the High Court of Karnataka, seeking modification of the order in August 2009. However, the application was not taken up for hearing. Subsequently, we filed a special leave petition before the Supreme Court of India, against the order of the High Court of Karnataka. In November 2009, the Supreme Court of India directed the High Court of Karnataka to dispose the application for modification of the order given in August 2009 and directed us to furnish a bank guarantee towards payment of the forest development tax. In April 2010 we were directed by the High Court of Karnataka to pay 25.0% of the demand in cash and furnish a bank guarantee for the remaining 25.0%. Subsequently, the Government of Karnataka argued before the High Court of Karnataka and we filed our written submission dated July 25, 2012 requesting for the writ petition to be allowed and the notification issued by the Government of Karnataka be set aside. The matter is in final argument stage and is partly heard. The next date of hearing is scheduled to be held on August 25, 2014.

Demands against HZL by Department of Mines and Geology

The Department of Mines and Geology of the State of Rajasthan issued several show cause notices in August, September and October 2006, aggregating Rs. 3,339 million ($ 55.7 million) to HZL, claiming unlawful occupation and unauthorized mining of associated minerals other than zinc and lead at HZL’s Rampura Agucha, Rajpura Dariba and Zawar mines in Rajasthan, during the period from July 1968 to March 2006. HZL filed a writ petition against all the show cause notices issued by the Department of Mines and Geology in the High Court of Rajasthan. The High Court issued an order in October 2006 granting a stay and restrained the Department of Mines and Geology from undertaking any coercive measures to recover the penalty. In January 2007, the High Court issued another order granting the Department of Mines and Geology more time to file their reply and the High Court also directed the Department of Mines and Geology not to issue any orders canceling the lease. The next date of hearing has not yet been fixed.

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Demand against BALCO for electricity duty

We received a notice in February 2010 from the Chief Electrical Inspector, Government of Chhattisgarh demanding that BALCO is required to pay Rs. 2,404 million ($ 40.0 million) from June 2005 to March 2009, towards duty on electricity for the generation of power by BALCO’s 540 MW power plant. It alleged that BALCO did not submit the eligibility certificate required for exemption from payment of electricity duty. The said exemption is claimed pursuant to a memorandum of understanding entered with the state government and according to the industrial policy 2001-2006. The state level committee recommended that an eligibility certificate be issued to us that will exempt us from paying duty on electricity. The application is filed before Directorate of Industries for granting us exemption from electricity duty and is currently under review. The amount of duty on electricity payable for the period subsequent to March 31, 2009 until March 31, 2014 is Rs. 3,235.5 million ($ 53.9 million).

Demand against BALCO for electricity dues for power allocated from Central quota

BALCO in the year 1983-84 being a public sector undertaking was allocated 45 MW power by the GoI from the Central Quota. Upon disinvestment of BALCO in 2001, the Central Quota of 45 MW power allocated to BALCO was withdrawn on January 12, 2001 as it was no longer a public sector undertaking. Based on representation by BALCO to the GoI, the Ministry of Power on January 13, 2003 passed a specific order restoring Central Quota Power to BALCO on the terms and conditions as existed before withdrawal of power for a period of two years that is April 1, 2001 to March 31, 2003. Despite such order, The Chattisgarh State Power Distribution Company Limited raised an electricity bill for period of September 2002 to November 2002 and unilaterally adjusted an amount of Rs.70.4 million ($ 1.2 million) on December 23, 2010 from the security deposit lying with it. BALCO has challenged this action by filing a writ petition with High Court of Chhattisgarh to declare the order dated December 23, 2010 as illegal and void, since the adjustment has been done without prior notice to the company, even though the allotted quota had been restored to BALCO. The Chattisgarh State Power Distribution Company Limited by way of letter dated June 19, 2012 has demanded Rs.629 million ($ 10.5 million) as outstanding and BALCO was given interim relief of producing solvent security for 50% of the demand. The aforesaid interim order dated July 23, 2012 stands complied. The matter is expected to be listed in due course.

Claim against HZL for environment and health cess by the State of Rajasthan

The State of Rajasthan issued a notification in June 2008 notifying the Rajasthan Environment and Cess Rules, 2008, imposing environment and health cess on major minerals including lead and zinc. HZL and other mine operators resisted this notification and the imposition thereunder before the High Court of Rajasthan on the ground that the imposition of such cess and all matters relating to the environment fall under the competence of the Central Government as opposed to the State Government. In October 2011, the High Court of Rajasthan disposed the writ petitions and held the Rajasthan Environment and Cess Rules, 2008 that imposes a levy of cess on mineral as being constitutionally valid. An amount of Rs.80 per metric ton of ore produced would be attracted under the Statute if it is held to be valid. HZL challenged this order by a special leave petition in December 2011 before the Supreme Court of India. The Supreme Court of India issued a notice for stay. Further direction was issued by the Supreme Court on March 23, 2012 not to take any coercive action against HZL for recovery of cess. The matter is still pending and is not yet listed for hearing.

Claim against BALCO for energy development cess

The High Court of Chhattisgarh in December 2006 on a writ filed by BALCO quashed the provisions relating to imposition of energy development cess of Rs. 4,379 million ($ 73.0 million) on our captive power plants and directed refund of the cess already collected by the state government. The State of Chhattisgarh filed a special leave petition in the Supreme Court against the order of the High Court. The Supreme Court has issued notice and stayed the refund of the cess already collected pending the disposal of the special leave petition. The matter is not yet listed for hearing.

Proceedings against us and Sterlite USA in the US Bankruptcy Court

On March 17, 2010, Asarco filed a complaint in the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, against us and Sterlite USA alleging that we and Sterlite USA had breached an agreement dated May 30, 2008 (“May 2008 Agreement”) by, among other things, refusing to pay the $ 2.6 billion purchase price and refusing to assume the liabilities and contractual obligations required under the May 2008 Agreement. Asarco claimed these damages to be in the range of $ 533 million to $ 1,509 million and also claimed applicable pre-judgment interest.

Further, Asarco terminated the agreement it entered with us on March 6, 2009 (the “March 2009 Agreement”). This agreement superseded the May 2008 Agreement in its entirety. The March 2009 Agreement provided for the settlement and release of any potential claims against us arising out of the May 2008 Agreement. Asarco drew the $ 50 million provided as deposit under the March 2009 agreement. We filed an application to the U.S. Bankruptcy Court for the return of the $ 50 million which was subsequently rejected.

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The U.S. Bankruptcy Court, by its order dated February 13, 2012 and February 27, 2012 ruled that Asarco is entitled to a gross amount of $ 132.8 million in incidental damages. This amount was to be reduced by $ 50 million drawn by Asarco under the March 2009 Agreement, making Asarco entitled for a net amount of $ 82.8 million. We have provided for the amount of $82.8 million in our consolidated statement of profit or loss as part of our administration expenses for fiscal year 2012. Asarco and us filed a notice of appeal against this judgment to the United States District Court for the Southern District of Texas Brownsville Division (“the District Court”) in May 2012.

On December 24, 2012 Asarco and us entered into a settlement agreement to settle all claims of both the parties, where we agreed to pay the settlement amount of $ 82.8 million after obtaining the approval from the RBI under the applicable regulations in India. While this application to the RBI for obtaining this approval was pending, Asarco terminated the settlement agreement on January 21, 2014. Subsequently, Asarco filed a motion of sanction against us, claiming that we have misrepresented them by delaying the appeal proceedings and applying to the RBI to seek approval to pay the settlement amount. The District Court heard the matter on and reserved its order.

After the termination of the settlement agreement, Asarco and us reinstated our appeals that were earlier filed in May 2012. These appeals are yet to be heard.

In the interim, on a motion by Asarco under a Texas Turnover statue, the United States Bankruptcy Court for the Southern District of Texas, on June 13, 2014 issued an order requiring us to turnover to the United States Marshal’s office an amount or other property of ours equivalent to $ 82.8 million plus cost incurred for the enforcement of the order. The court also provided an injunction whereby pending the payment of the judgment amount, we, our employees, agents, joint venturers and person acting in concert are restrained from enjoying, transferring, concealing or disposing of all of our non-exempt property including any present and future dividends and distribution payable to our shareholders traded as ADR. Asarco has since proceeded to seek the turnover of the dividend payable to the ADR holders. We have applied to the RBI seeking permission to remit the judgment amount to satisfy this order.

We received a show cause notice from the Indian tax authorities for not withholding tax on payments made while acquiring a subsidiary

In March 2014, Cairn India received a show cause notice from the Indian income tax authorities (“Tax Authorities”) for not deducting withholding tax on the payments made to Cairn UK Holdings Limited (“CUHL”) UK, for acquiring shares of Cairn India Holdings Limited (“CIHL”). We believe that the transaction is not liable for any withholding tax on account of retrospective amendment by inserting Explanation 5 to Section 9(1)(i) of Indian Income Tax Act, 1961. We have filed a reply to the above notice and are cooperating with the income tax authorities. We have filed a reply to the above notice and are cooperating with the income tax authorities. The next date of hearing before the assessing officer is on September 15, 2014.

The Amalgamation and Re-organization Scheme has been challenged by the Indian tax authorities and others

Subsequent to the effectiveness of the Amalgamation and Re-organization Scheme, a special leave petition challenging the orders of the High Court of Bombay at Goa has been filed before the Supreme Court of India by the Commissioner of Income Tax, Goa and the Ministry of Corporate Affairs in July 2013 and in April 2014, respectively. Further, a creditor and a shareholder have challenged the Amalgamation and Re-organization Scheme in the High Court of Madras in September 2013. These petitions are pending for hearing and admission.

Proceedings, notices and enquires initiated by the Central Excise

The Central Excise department of the GoI had issued in July 2010 an ex-parte notice for reversal of Cenvat credit of Rs. 3,150 million ($ 57.8 million) along with interest of Rs. 88 million for the non-compliance of Rules 4(5a) and 4(6) of the Cenvat Credit Rules, in respect of non-return of job work challans for the period March 1, 2009 to September 30, 2009 within a stipulated time. In addition, it also alleged that we violated the Advance license conditions from 2005 to 2009. We filed four writ petitions WP No. 8123, 8135, 9744 and 9755 in 2010 in the High Court of Madras against the Central Excise department. An associated contempt petition was also filed by us. All the above petitions were heard on July 29, 2010 and the High Court of Madras in relation to WP No. 8123 remanded the matter to be heard and determined afresh by a new set of officers of the Central Excise department. The High Court of Madras granted a stay in relation to WP No. 8135 till a fresh enquiry was made. Further, the High Court of Madras disposed WP No. 9744, 9755 and the contempt petition.

The Central Excise department deputed the Assistant Commissioner of Central Excise to conduct an enquiry for the alleged non-compliance of Rules 4(5a) and 4(6) of the Cenvat Credit Rules in respect of non-return of job work challans. The Assistant Commissioner of Central Excise served a show cause notice on September 9, 2011. We filed a reply before the Assistant commissioner of Central Excise. After conducting personal hearing Assistant Commissioner of Central Excise has passed a

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favorable order on January 1, 2012 and dropped the demand for duty and interest. The department went into appeal before the Commissioner (Appeals) against this order, but the appeal was restricted only to the demand of interest. The Commissioner (Appeals) allowed the appeal on February 25, 2013 on the condition that interest would become applicable only in those cases where goods have not been sent back or cleared from the premises within 180 days from the date of dispatch from the Tuticorin facility. The verification is under process and not yet completed.

We have filed two writ appeals WP No. 704 and 705 of 2011 in the High Court of Madras challenging the orders passed with respect to the writ petitions 8135 and 9744 of 2010. The writ petitions were admitted on August 1, 2011 and the Court directed other party to maintain status quo. These matters came up for hearing on August 29, 2011. The matter has been adjourned for hearing for four weeks after September 12, 2011. The appeals have been adjourned from time to time and have not been listed till date. The interim order has been extended till then. However, till date, the Commissioner of Customs, Tuticorin has not served any notice on the subject matter but has referred the matter to Ministry of Law for their advice on whether department can proceed to issue a show cause notice in this situation or needs to wait for directions of the High Court of Madras. The Commissioner of Customs, Tuticorin has filed an application for impleading the customs department and the High Court of Madras has allowed the same.

Proceedings related to the Imposition of Entry Tax

BALCO challenged the constitutional validity of a local statute levying entry tax on the entry of goods brought into the State of Chhattisgarh, India from outside and other notifications, as being in violation of certain provisions of the Indian Constitution. BALCO paid the entry tax of Rs. 1,500 million ($25.0 million) under protest to the state government of Chhattisgarh until March 31, 2014. The matter was referred to the Supreme Court of India. The next date of hearing is not fixed.

We challenged the constitutionality of the Orissa Entry Tax Act. The Orissa High Court on February 18, 2008 held that (i) the Orissa Entry tax is not compensatory, (ii) there should not be any entry tax on goods coming into Orissa which is not manufactured in Orissa and (iii) that the Orissa Entry Tax Act is valid. We challenged the High Court order before the Supreme Court of India. The Supreme Court of India on February 3, 2010, directed us to deposit a sum of Rs. 35 million ($ 0.6 million) and to deposit Rs. 0.1 million per month from October 2009 till the matter is actually disposed. These amounts have been paid under protest. In a related matter in respect of challenging the levy of entry tax on imported goods, the Supreme Court of India on April 9, 2013 directed 50.0 % of the entry tax amount accrued until September 30, 2012 amounting to Rs.768 million ($ 12.8 million) to be deposited as entry tax. The amounts were paid barring the levy on operations in the special economic zone. Subsequently, the Supreme Court of India on August 4, 2014 directed us to pay, within 8 weeks of the order, 50% of the entry tax amount being Rs. 233 million ($ 3.9 million) related to the operations in the special economic zone. The next date of hearing has not been fixed.

In respect of the demand for entry tax imposed on imported goods, after the department had raised a demand on March 26, 2012 for Rs. 727 million ($ 12.1 million) and an interest of Rs. 492 million ($ 8.2 million) for the period from August 2007 to January 2012, we filed a writ petition on June 21, 2013 before the High Court of Odisha after withdrawing our existing petition from the Supreme Court of India on April 29, 2013. The High Court of Odisha quashed the demand on the basis that we were not given time to file returns as directed and asked us to file returns within a stipulated time. In the meantime, the department issued a notice on January 6, 2014 for Rs. 554 million ($9.2 million) with interest and penalty. We have filed a department appeal with the additional commissioner, Cuttack on March 1, 2014.

Legal actions by Indian Income tax Authorities for additional income tax

Income tax returns submitted by companies are subject to a comprehensive review and challenge by the tax authorities. There are appellate procedures available to both the tax authorities and taxpayers and it is not uncommon for significant or complex matters in dispute to remain outstanding for several years before they are finally resolved by the High Court or the Supreme Court of India. There are certain income tax legal proceedings which are pending against us. Potential liabilities, if any have been adequately provided for and we do not currently estimate any material incremental tax liability in respect of these matters. The total claims on account of the disputes with income tax authorities is Rs.31,918 million ($532.0 million) as of March 31, 2014, of which Rs. 142 million ($ 2.4 million) has been recorded as liabilities as of March 31, 2014.

Legal actions by third parties, Indian sales tax, excise and related tax authorities for additional sales tax, excise and indirect duties

Certain of our operating subsidiaries have been named as parties to legal actions by third party claimants, and by the Indian sales tax, excise and related tax authorities for additional sales tax, electricity cess, excise and indirect duties. These claims primarily relate either to the assessable values of sales and purchases or to incomplete documentation supporting the subsidiaries’ tax returns. As of March 31, 2013 and 2014, the total claim related to these liabilities is Rs. 19,289 million and Rs. 19,108 million ($ 318.5 million) respectively. We have evaluated these contingencies and estimated that some of these claims are probable of resulting in a loss and hence has recorded Rs. 294 million and Rs. 263 million ($ 4.4 million) as current liabilities as of March 31, 2013 and 2014 respectively.

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The claims by third party claimants amounted to Rs. 29,279 million and Rs. 35,567 million ($ 592.8 million) as of March 31, 2013 and 2014 respectively. The Group has evaluated these contingencies and estimated that some of these claims are probable of resulting in a loss and hence has recorded Rs. 1,046 million and Rs. 1,408 million ($ 23.5 million) as current liabilities as at March 31, 2013 and 2014 respectively.

Dividend Policy

Under Indian law, a company declares dividends (including interim dividends) upon a recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. However, while final dividends can be paid out by a company only after such dividends have been recommended by the board of directors and approved by shareholders, interim dividends can be paid out with only a recommendation by the board of directors, though such action is subject to subsequent sanction by the shareholders at the annual general meeting held within six months from the end of the fiscal year. The shareholders have the right to decrease but not to increase the dividend amount recommended by the board of directors.

If profits for that year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits on the following conditions:

• The rate of dividend declared shall not exceed the average of the rates at which dividend was declared by it in the three years immediately preceding that year;

• The total amount to be drawn from such accumulated profits shall not exceed one-tenth of the sum of its paid-up share capital and free reserves as appearing in the latest audited financial statement;

• The amount so drawn shall first be utilized to set off the losses incurred in the financial year in which dividend is declared before any dividend in respect of equity shares is declared;

• The balance of reserves after such withdrawal shall not fall below 15.0% of its paid up share capital as appearing in the latest audited financial statement; and

• No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company of the current year.

The Company may, before the declaration of any dividend in any financial year, transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of the Company.

Dividends (including interim dividends) must be paid within 30 days from the date of the declaration and any dividend which remains unpaid or unclaimed after that period must be transferred within seven days to a special unpaid dividend account held at a scheduled bank. We must transfer any money which remains unpaid or unclaimed for seven years from the date of such transfer to the Investor Education and Protection Fund established by the GoI.

The tax rates imposed on us in respect of dividends paid in prior periods have varied. According to the Finance Act, 2014, dividend distribution tax is to be levied on gross distributable surplus amount instead of amount paid net of taxes. This has resulted in an increase in the dividend distribution tax to more than 20% from 16.995% in the earlier year. Taxes on dividends are not payable by our shareholders and are not withheld or deducted from the dividend payments set forth above. Under Section 115 O (1A) of the Finance Act, 2009, effective April 1, 2009, an Indian company, subject to certain conditions, can set off the dividend income received from its subsidiaries against the amount of dividend income declared by it to its shareholders, thereby reducing the dividend distribution tax to the extent of such set-off.

Future dividends will depend on our revenue, cash flows, financial condition (including capital position) and other factors. ADS holders will be entitled to receive dividends payable in respect of the equity shares represented by ADSs. Cash dividends in respect of the equity shares represented by your ADSs will be paid to the depositary in Indian Rupees and, except as otherwise described under the deposit agreement governing the issuance of our ADSs, will be converted by the depositary into dollars. The depositary will distribute these proceeds to you. The equity shares represented by ADSs will rank equally with all other equity shares in respect of dividends. ADS holders will bear all of the currency exchange rate risk of the conversion of any dividends from Indian Rupees to dollars, and a decline in the value of the Indian Rupee as compared to the dollar would reduce the dollar value of any dividends we pay that are received by ADS holders.

B. Significant Changes

There has been no significant subsequent event following the close of the last financial year up to the date of this Annual Report that are known to us and require disclosure in this Annual Report for which disclosure was not made in this Annual Report.

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ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

The ADSs of SIIL evidenced by American Depositary Receipts, or ADRs, commenced trading on the NYSE on June 20, 2007 at an initial offering price of $13.44 per ADS. The ADRs evidencing ADSs were issued by our Depositary, Citibank, N.A., pursuant to a deposit agreement. Our ADSs evidenced by ADRs, commenced trading on the NYSE, on September 9, 2013 at a price of $10.25 per ADS, after the Reorganization Transactions became effective on August 17, 2013.

In July 2009, in connection with the offering of ADSs, each representing one equity share of par value Rs.2, SIIL issued 131,906,011 new equity shares in the form of ADSs, at a price of $ 12.15 per ADS, aggregating approximately $ 1,602.7 million. Out of 131,906,011 equity shares, 41,152,263 equity shares were issued to Twin Star, which is a wholly-owned subsidiary of Vedanta.

As of March 31, 2014, 2,964,674,487 of our equity shares were outstanding (including the 249,110,480 equity shares underlying our 62,277,620 ADSs outstanding as of such date) after giving effect to the bonus issue and share split. All our equity shares are registered shares.

We have entered into listing agreements with the NSE and BSE, pursuant to which we are required to comply with certain regulations in addition to the requirements under the Companies Act 1956. Our outstanding equity shares are currently listed and traded on the NSE and BSE. The equity shares of SIIL were previously listed on the Calcutta Stock Exchange Association Limited and were voluntarily delisted on May 9, 2008. For information regarding conditions in the Indian securities markets, see “Item 3. Key Information – D. Risk Factors – Risks Relating to Investments in Indian Companies, Global Economic Conditions and International Operations.”

The following table shows:

• the reported high and low trading prices for our ADSs in US dollars on the NYSE;

• the imputed high and low trading prices for our equity shares, translated into US dollars, based on the Indian Rupee prices for such equity shares as quoted in the official list of each of the NSE and BSE and the noon buying rate of the Federal Reserve Bank of New York on the last business day of each period presented; and

• the average of the aggregate trading volume of our ADSs on the NYSE and our equity shares on the NSE and BSE, all as adjusted to reflect the five for two stock split on May 5, 2006.

Period	NYSE Price Per ADS				Average NYSE Daily ADS Share Trading		NSE Price Per Equity Share				Average NSE Daily Equity Share Trading		BSE Price Per Equity Share				Average BSE Daily Equity Share Trading
Fiscal Year	High ($)		Low ($)		Volume		High ($)		Low ($)		Volume		High ($)		Low ($)		Volume
2010		20.10		6.70		1,930,177		18.40		7.71		2,979,722		18.38		7.69		663,956
2011(1)		19.92		12.58		1,317,081		18.72		3.38		5,627,526		18.78		3.38		1,149,373
2012		16.60		6.64		1,161,246		4.28		1.64		6,479,436		4.27		1.63		994,973
2013		9.06		6.42		642,788		2.26		1.59		6,169,332		2.26		1.63		664,307
2014(2)		13.59		4.76		537,824		3.56		1.17		6,757,850		3.55		1.17		947,611
2013
1st Quarter		8.92		6.42		866,258		2.04		1.59		6,729,421		2.04		1.59		775,115
2nd Quarter		8.29		6.76		570,641		2.17		1.66		7,055,821		2.17		1.75		720,407
3rd Quarter		8.96		6.92		587,504		2.23		1.73		5,638,983		2.23		1.73		677,771
4th Quarter		9.06		6.64		541,025		2.26		1.65		5,221,218		2.26		1.65		481,461
2014
1st Quarter		7.44		5.16		646,827		1.68		1.27		4,733,427		1.68		1.28		579,116
2nd Quarter(2)		12.05		4.76		897,361		3.19		1.12		10,167,354		3.18		1.12		1,444,753
3rd Quarter(2)		13.35		10.94		338,590		3.38		2.78		7,249,853		3.38		2.79		1,112,130
4th Quarter(2)		13.59		11.01		268,518		3.56		2.81		4,880,768		3.55		2.83		654,446
2015
1st Quarter		21.36		11.71		294,621		5.30		2.96		9,413,034		5.30		2.96		1,395,137
Last Six Months
February 2014		12.41		11.16		297,153		3.14		2.81		4,571,871		3.14		2.81		560,316
March 2014		12.47		11.01		199,381		3.16		2.81		5,151,184		3.15		2.83		719,115
April 2014		13.19		12.16		164,012		3.44		3.03		7,781,912		3.44		3.03		851,925
May 2014		18.97		11.71		374,840		4.82		3.01		12,598,224		4.77		3.01		2,075,995
June 2014		21.36		18.70		345,011		5.30		4.59		7,858,966		5.30		4.59		1,257,492
July 2014		20.86		18.68		177,936		5.23		4.58		6,951,320		5.20		4.59		1,010,951

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Notes:

(1) Post share split and bonus, with effect from June 25, 2010.

(2) The first trading day on the NYSE was September 9, 2013 and on the BSE and the NSE was August 27, 2013 since the Reorganization Transactions became effective. Since this date, the information relating to the high and low market prices and the average daily trading volumes of the ADSs and the shares are of Sesa Sterlite.

B. Plan of Distribution

Not applicable

C. Markets

Our ADSs are listed on the NYSE under the symbol “SSLT”. Our equity shares are listed on the NSE with stock code SSLT/EQ and on the BSE with stock code 500295. Prior to the Reorganization Transactions, the ADSs of SIIL were listed on the NYSE under the symbol “SLT”. The equity shares of SIIL were listed on the NSE with stock code STER/EQ and on the BSE with stock code 500900.

D. Selling Shareholders

Not applicable

E. Dilution

Not applicable

F. Expenses of the Issue

Not applicable

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable

B. Memorandum and Articles of Association

General

We were incorporated in Kolkata, the State of West Bengal, India, as a public company on September 8, 1975 as “Rainbow Investment Limited”. Our name was subsequently changed to “Sterlite Cables Limited” on October 19, 1976 and to “Sterlite Industries (India) Limited” on February 28, 1986. Pursuant to the Re-organization Transactions becoming effective on August 17, 2013, our name changed to Sesa Sterlite Limited. A certificate of incorporation for change in name of the Company was filed with the Registrar of Companies, India on September 18, 2013. Our Company identification number is L13209GA1965PLC000044. Our registered office is presently situated at Sesa Ghor, 20, EDC Complex, Patto, Panaji, Goa 403001, India. The register of members is maintained at the office of the registrar and share transfer agent, Karvy Computer Share Private Limited in Hyderabad.

The legal framework governing companies in India is now subject to the Companies Act, 2013, which replaces some of the provisions of the Companies Act, 1956. The sections of the Companies Act, 2013 are being notified in a phased manner. The sections that have not yet been notified under the Companies Act, 2013 shall continue to be governed under the Companies Act, 1956. Accordingly, the legal framework governing us is the Companies Act, 1956 read with the notified sections of the Companies Act, 2013, as amended (the “Indian Companies Act”).

Our activities are regulated by our Memorandum and Articles of Association. Our current Memorandum and Articles of Association were amended. In addition to our Memorandum and Articles of Association, our activities are regulated by certain legislation, including the Indian Companies Act, the Securities Contract Regulation Act and the Securities Contracts (Regulation) Rules, 1957, as amended, or the SCR Rules pursuant to the Re-organization Transactions, which was approved by shareholders and the High Court of Madras and the High Court of Judicature of Bombay at Goa and became effective on August 17, 2013.

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Our Memorandum of Association permits us to engage in a wide variety of activities, including all of the activities that we are currently engaged in or intend to be engaged in, as well as other activities that we currently have no intention of engaging in. Our objects are set out at clause 3 of our Memorandum of Association.

Share Capital

Our authorized share capital is Rs.51,260 million divided into 51,260 million equity shares of par value Re. 1 per equity share. As of March 31, 2014 our issued share capital was Rs. 2,965.004 million, divided into 2,965,004,871 equity shares of par value Re. 1 per equity share. 0.33 million equity shares of our total issued capital has not be issued and allotted by us as they are under dispute.

As of March 31, 2014, 2,964,674,487 equity shares, par value Re. 1 per equity share, were issued and outstanding, of which 249,110,480 equity shares were held in the form of 62,277,620 ADSs. Each ADS represents four equity shares.

On October 29, 2009, we completed an offering of $ 500 million aggregate principal amount of convertible senior notes (“Convertible Notes”). The Convertible Notes are convertible into ADSs at a conversion price of approximately $ 38.88 per ADS pursuant to the effectiveness of the Re-organization Transactions, subject to adjustment in certain events. The conversion price prior to the effectiveness of the Re-organization Transactions was $23.33 per ADS. These Convertible Notes have a maturity date of October 30, 2014 and bear interest at the rate of 4.0% per annum. As of March 31, 2014, 500,000 Convertible Notes were outstanding.

On October 30, 2009, we issued an additional $ 500 million convertible notes. These convertible notes are convertible, at the option of the holder, into ordinary shares of Sesa Sterlite at a conversion price of 13,837.64 ordinary shares per $ 100,000 principal amount of convertible notes, which is equal to a conversion price of approximately $7.23 per ordinary share. These convertible notes will mature on October 31, 2014, unless they are converted, repurchased or redeemed.

Sesa Sterlite has the option, (subject to certain conditions), to redeem these convertible notes at any time after October 30, 2012. As at March 31, 2014, $216.8 million of these convertible notes were outstanding and the remaining convertible notes were already converted to equity.

Changes in Capital or our Memorandum of Association and Articles of Association

Subject to the Indian Companies Act and our Articles of Association, we may, by passing an ordinary resolution or a special resolution, as applicable, at a general meeting or through postal ballot:

• increase our share capital with such rights and privileges, or modify the rights and privileges associated with the existing shares, as directed in the general meeting, or as determined by the Board;

• issue shares with a preferential or qualified right to dividends, and in distribution of the assets of the Company, and with a right of voting at general meetings of the Company;

• sub-divide or consolidate our shares, or any of them, and the resolution whereby any share sub-divided or consolidated may determine that, as between the holders of the shares resulting from such sub-division or consolidation, one or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others;

• issue preference shares which are, or at the option of the Company are liable, to be redeemed on or within the expiry of a period of 10 years from the date of their issue;

• split all or any part of our shares into a larger number of shares each with a smaller par value;

• convert any of our paid-up shares into stock, and reconvert any stock into any number of paid-up shares of any denomination;

• issue sweat equity shares of a class of shares already issued subject to the terms and conditions prescribed in Section 54 of the Companies Act, 2013;

• cancel shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of the authorized share capital by the amount of the shares so cancelled;

• reduce our issued share capital; or

• alter our Memorandum of Association or Articles of Association.

Under our Articles of Association and pursuant to the applicable provisions of the Indian Companies Act, the shares (including any shares forming part of any increased share capital of the company) shall be under the control of the directors of the company, who may allot or otherwise dispose of the same to such persons in such proportion, on such terms and conditions and at such times as the directors think fit and subject to the sanctions of the company in general meeting with full power, to give any

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person the option to call for or be allotted shares of any class of the company either (subject to the provisions of Section 52 and 53 of the Companies Act, 2013) at a premium or at a par or at discount such option being exercisable for such time and for such consideration as the directors thinks fit.

Directors

Under our Articles of Association, a director is not required to hold any qualification shares. According to Charter of the Board, the age for retirement of whole time directors is 70 years. There is no age limit requirement for the retirement of non-executive directors.

Any director who is directly or indirectly interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into by us or on our behalf is required to disclose the nature of his interest at a meeting of the Board and such interested director shall not participate in any discussion of, or vote on, any contract, arrangement or proposal in which he is interested. In addition, we are prohibited from making loans, directly or indirectly, or providing any guarantee or security, directly or indirectly, in connection with any loans made by a third party, to our directors without the prior approval of the Central Government.

General Meetings of Shareholders

There are two types of general meetings of shareholders, an annual general meeting and an extraordinary general meeting. We must convene our annual general meeting within 6 months of the end of each financial year and must ensure that the intervening period between two annual general meetings does not exceed 15 months. The Registrar of Companies may extend this period in special circumstances at our request. Extraordinary general meetings may be convened at any time by our directors at their discretion or at the request of our shareholders holding in the aggregate not less than 10.0% of our paid-up capital as on that date which carries voting rights. A notice in writing or through electronic mode to convene a general meeting must set out the date, time, place and agenda of the meeting and must be provided to shareholders at least 21 days prior to the date of the proposed meeting. The requirement of the 21 days’ notice in writing may be waived if consent to shorter notice in writing or electronic mode is received from not less than 95.0% of the members entitled to vote at such meeting. General meetings are generally held at our registered office. Business may be transacted at a general meeting only when a quorum of shareholders is present. Thirty members personally present, entitled to attend and to vote on the business to be transacted, will constitute a quorum.

The annual general meetings deal with and dispose of all matters prescribed by our Articles of Association and by the Indian Companies Act, including the following:

• the consideration of our annual financial statements and report of our directors and auditors;

• the election and re-appointment of directors;

• the appointment of auditors and the fixing of their remuneration;

• the approval of dividends; and

• the transaction of any other business of which notice has been given.

Division of Shares

The Indian Companies Act provides that a company may sub-divide its share capital if its Articles of Association authorize the company to do so by adopting an ordinary resolution in its general meeting.

Our Articles of Association allow us in a general meeting to alter our Memorandum of Association and subdivide all or any of our equity shares into a larger number of shares with a smaller par value than originally fixed by the Memorandum of Association.

Voting Rights

Subject to any special terms as to voting on which any shares may have been issued, every shareholder entitled to vote who is present in person (including any corporation present by its duly authorized representative) shall on a show of hands have one vote and every shareholder present in person or by proxy shall on a poll have one vote for each share of which he is the holder. In the case of joint holders, only one of them may vote and in the absence of election as to who is to vote, the vote of the senior of the joint holders who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names appear in the register of members.

According to the Companies Act, 2013 and the listing agreement entered with stock exchanges, for listed companies, voting at general meetings has to be done by electronic voting (“e-voting”). For those shareholders who are unable to vote through this facility, the facility of physical voting through ballot papers is provided at the meeting. Upon a poll, the voting rights of each shareholder entitled to vote and present in person or by proxy shall be proportionate to the capital paid-up on each share against our total paid-up capital. In the case of a tie vote, the chairman of the meeting, who is generally the chairman of our Board of directors, has the right to cast a tie-breaking vote.

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A shareholder may appoint any person (whether or not a shareholder) to act as his proxy to vote on polls conducted at any meeting of shareholders (or of any class of shareholders) in respect of all or a particular number of the shares held by him. A shareholder may appoint more than one person to act as his proxy and each such person shall act as proxy for the shareholder for the number of shares specified in the instrument appointing the person a proxy. Any person appointed as proxy shall act on behalf of a shareholder not exceeding fifty members and holding not more than 10.0% of the aggregate share capital carrying voting rights. The shareholder holding more than 10.0% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and in that case, the person appointed as proxy for such shareholder cannot act as proxy for any other person or shareholder. The instrument appointing a proxy must be delivered to our registered office at least 48 hours prior to the meeting or in case of a poll, not less than 24 hours before the time appointed for taking the poll. If a shareholder appoints more than one person to act as his proxy, each instrument appointing a proxy shall specify the number of shares held by the shareholder for which the relevant person is appointed as his proxy. A proxy does not have a right to speak at meetings and not entitled to vote except on poll. A corporate shareholder is also entitled to nominate a representative to attend and vote on its behalf at general meetings. Such a representative is not considered a proxy and he has the same rights as the shareholder by whom he was appointed to speak at a meeting and vote at a meeting in respect of the number of shares held by the shareholder, including on a show of hands and a poll.

Subject to the Articles of Association and the Companies (Share Capital and Debentures) Rules, 2014, as amended, the Indian Companies Act allows company to issue equity shares with different rights subject to compliance with the provisions of the abovementioned rules and the Indian Companies Act.

Quorum

Our Articles of Association provide that a quorum for a general meeting is at least five shareholders entitled to vote and present in person. According to the Companies Act, 2013, the quorum for a general meeting is at least thirty shareholders personally present, if the number of members as on the date of the meeting is exceeding five thousand to vote. In such instances, the Indian Companies Act shall supersede the provisions of the Articles of Association.

Shareholder Resolutions

An ordinary resolution requires the affirmative vote of a majority of our shareholders entitled to vote in person or electronically or by proxy or by a poll at a general meeting.

A resolution shall be a special resolution when, the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution. A special resolution requires the affirmative vote of not less than three times the number of the votes, if any cast against the resolution by members so entitled and voting in person or electronically or by proxy at a general meeting and casting a vote. The Indian Companies Act provides that to amend the Articles of Association, a special resolution approving such an amendment must be passed in a general meeting. Certain amendments, including a change in the name of the company, reduction of share capital, approval of variation of rights of special classes of shares, issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares, to commence any new line of business and dissolution of the company require a special resolution.

Further, the Companies (Management and Administration) Rules, 2014 requires certain resolutions such as those listed below to be voted on only by a postal ballot:

• alteration of the objects clause of the Memorandum;

• alteration of the articles of association in relation to insertion or removal of provisions which are required to be included in the articles of a company in order to constitute it as a private company;

• change in place of registered office outside the local limits of any city, town or village;

• change in objects for which a company has raised money from public and still has any proceeds unutilized;

• issue of shares with differential rights regarding voting or dividend or otherwise under Section 43(a)(ii) of the Companies Act, 2013;

• variation in the rights attached to a class of shares or debentures or other securities as specified under Section 48 of the Companies Act, 2013;

• buyback of shares;

• election of a director under Section 151 of the Companies Act, 2013;

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• sale of whole or substantially the whole of an undertaking of a company as specified under Section 180(1)(a) of the Companies Act, 2013;

• giving loans or extending guarantee or providing security in excess of the limit specified under Section 186(3) of the Companies Act, 2013.

Dividends

Under the Indian Companies Act, unless the board of directors recommends the payment of a dividend, the shareholders at a general meeting have no power to declare any dividend. The board of directors may also declare interim dividends that do not need to be approved by the shareholders. A company pays dividends recommended by the board of directors and approved by a majority of the shareholders at the annual general meeting of shareholders held within 6 months of the end of each fiscal year. The shareholders have the right to decrease but not increase the dividend amount recommended by the board of directors. Listed companies are required to declare and disclose the dividends paid on a per share basis only. The dividend recommended by the board of directors and approved by the shareholders at a general meeting is distributed and paid to shareholders in proportion to the paid up value of their equity shares. The Indian Companies Act provides that shares of a company of the same class must receive equal dividend treatment. Dividends can be paid in cash or by cheque to warrant or in any electronic mode to the registered shareholder at a record date fixed on or prior to the annual general meeting or to his order or his banker’s order. No shareholder is entitled to a dividend while any lien in respect of unpaid calls on any of such shareholder’s shares is outstanding.

These distributions and payments are required to be paid to shareholders within 30 days of the annual general meeting where the resolution for declaration of dividends is approved. The dividend so declared is required to be deposited in a separate bank account within a period of 5 days from the date of declaration of such dividend. All dividends unpaid or unclaimed within a period of 30 days from the date of declaration of such dividend must be transferred within 7 days of the end of such period to a special unpaid dividend account held at a scheduled bank. The company shall, within a period of 90 days of making any transfer of an amount to the unpaid dividend account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company and also on any other website approved by the Central Government for this purpose. Any dividend which remains unpaid or unclaimed for a period of 7 years from the date of the transfer to an unpaid dividend account must be transferred along with interest accrued to the Investor Education and Protection Fund along with a statement containing such details. Also, all shares in respect of which unpaid or unclaimed dividend has been transferred, shall also be transferred by the company in the name of this fund along with a statement containing such details as may be prescribed.

Under the Companies Act 2013, dividends in respect of a fiscal year may be paid out of the profits of a company in that fiscal year or out of the undistributed profits of previous fiscal years or both, after providing for depreciation in a manner provided for in the Companies Act, 2013. The Companies Act, 2013 and the Companies (Declaration and Payment of Dividend) Rules, 2014 provide that in an event of adequacy or absence of profits in any year, a company may declare dividend out of its surplus subject to the fulfillment of the following conditions, such as:

If profits for that year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits on the following conditions:

• The rate of dividend declared shall not exceed the average of the rates at which dividend was declared by it in the three years immediately preceding that year;

• The total amount to be drawn from such accumulated profits shall not exceed one-tenth of the sum of its paid-up share capital and free reserves as appearing in the latest audited financial statement;

• The amount so drawn shall first be utilized to set off the losses incurred in the financial year in which dividend is declared before any dividend in respect of equity shares is declared;

• The balance of reserves after such withdrawal shall not fall below 15.0% of its paid up share capital as appearing in the latest audited financial statement; and

• No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company of the current year.

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The Company may, before the declaration of any dividend in any financial year, transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of the Company.

Distribution of Assets on a Winding-up

In accordance with the Indian Companies Act, all surplus assets remaining after payments are made to employees, statutory creditors, tax and revenue authorities, secured and unsecured creditors and the holders of any preference shares (though not in that order), shall be distributed among our equity shareholders in proportion to the amount paid up or credited as paid-up on such shares at the commencement of the winding-up.

Transfer of Shares

Under the Indian Companies Act, the shares of a public company are freely transferable, unless such a transfer contravenes applicable law or the regulations issued by the SEBI or the Sick Industrial Companies (Special Provisions) Act, 1985, as amended, or the SICA. The transferor is deemed to remain the holder until the transferee’s name is entered in the register of members.

In the case of shares held in physical form, we will register any transfer of equity shares in the register of members upon lodgment of the duly completed share transfer form, the relevant share certificate, or if there is no certificate, the letter of allotment, in respect of shares to be transferred together with duly stamped share transfer forms. In respect of electronic transfers, the depositary transfers shares by entering the name of the purchaser in its register as the beneficial owner of the shares. In turn, we then enter the name of the depositary in our records as the registered owner of the shares. The beneficial owner is entitled to all the rights and benefits and is subject to the liabilities attached to the shares held by the depositary on his or her or its behalf.

Equity shares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. These regulations provide the regime for the functioning of the depositaries and the participants and set out the manner in which the records are to be kept and maintained and the safeguards to be followed in this system.

SEBI requires that our equity shares for trading and settlement purposes be in book-entry form for all investors, except for transactions that are not made on a stock exchange and transactions that are not required to be reported to the stock exchange. Transfers of equity shares in book-entry form require both the seller and the purchaser of the equity shares to establish accounts with depositary participants appointed by depositaries established under the Depositories Act, 1996. Charges for opening an account with a depositary participant, transaction charges for each trade and custodian charges for securities held in each account vary depending upon the practice of each depositary participant.

The depositary transfers equity shares by entering the name of the purchaser in its books as the beneficial owner of the equity shares. In turn, we will enter the name of the depositary in our records as the registered owner of the equity shares. The beneficial owner is entitled to all the rights and benefits as well as the liabilities with respect to the equity shares that are held by the depositary. The register and index of beneficial owners maintained by our depositary is deemed to be a register and index of our members and debenture holders under the Depositories Act, 1996. Transfers of beneficial ownership held through a depositary are exempt from stamp duty. For this purpose, we have entered into an agreement for depositary services with the National Securities Depositary Limited and the Central Depositary Services India Limited.

The requirement to hold the equity shares in book-entry form will apply to the ADS holders when the equity shares are withdrawn from the depositary facility upon surrender of the ADSs. In order to trade the equity shares in the Indian market, the withdrawing ADS holder will be required to comply with the procedures described above.

Our Articles of Association provide for certain restrictions on the transfer of equity shares, including granting power to the board in certain circumstances, to refuse to register or acknowledge a transfer of equity shares or other securities issued by us. Under the listing agreements with the NSE and BSE on which our equity shares are listed, in the event we have not effected the transfer of shares within 15 days or where we have failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of 15 days, we are required to compensate the aggrieved party for the opportunity loss caused during the period of delay.

If a company without sufficient cause refuses to register a transfer of equity shares within 2 months from the date on which the instrument of transfer is delivered to the company, the transferee may appeal to the Company Law Board, or the CLB, seeking to register the transfer of equity shares. The CLB may, in its discretion, issue an interim order suspending the voting rights attached to the relevant equity shares before completing its investigation of the alleged contravention. If there is any default in complying with the order of the CLB under Section 59 of the Companies Act, 2013, the company shall be punishable with fine which shall not be less than Rs. 100,000 but which may extend to Rs. 500,000 and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than Rs. 100,000 but which may extend to Rs. 300,000, or with both.

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In addition, the Indian Companies Act provides that the CLB may direct a rectification of the register of members for a transfer of equity shares which is in contravention of SEBI regulations or the SICA or any similar law, upon an application by the company, a participant, a depositary incorporated in India, an investor or SEBI.

Under the Companies (Second Amendment) Act, 2002, it is proposed that the CLB be replaced with the National Law Tribunal with effect from a date that is yet to be notified.

Disclosure of Ownership Interest

Section 89 of the Companies Act, 2013 requires that beneficial owners of shares of companies who are not registered as holders of those shares must make a declaration to the company specifying the nature of his or her or its interest, particulars of the registered holder of such shares and such other particulars as may be prescribed. Failure by a person to comply with Section 89 will not affect the company’s obligation to register a transfer of shares or to pay any dividends to the registered holder of any shares in respect of which the declaration has not been made.

Any investor, who fails to comply with these requirements without any reasonable cause, shall be punishable with fine which may extend to Rs. 50,000 and if such failure continues, a further fine of Rs. 1,000 may be levied for each day after the first day during which the failure continues. While it is unclear whether Section 89 applies to holders of ADSs of the Company, investors who exchange ADSs for the underlying equity shares of the Company will be subject to the restrictions under Section 89. If the Company fails to comply with the provisions of Section 89, then the Company and every defaulting officer may be punishable with fine which shall not be less than Rs. 500 but which may extend to Rs.1,000 and if such failure continues, a further fine of Rs. 1000 may be levied for each day after the first day during which the failure continues.

Alteration of Shareholder Rights

Under Section 106 of the Companies Act, 1956, and subject to the provisions of the articles of association of a company and the relevant rules as issued by the Ministry of Corporate Affairs, where the share capital of a company is divided into different classes of shares, the rights of any class of shareholders can only be altered or varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, by a special resolution passed at a separate meeting of the holders of the issued shares of that class, or pursuant to a judicial order sanctioning a compromise or arrangement between the company and such class of shareholders.

Share Register and Record Dates

We maintain our register of members in both electronic and physical modes at our registered office and all transfers of shares should be notified to us at such address. Our register of members is open to inspection during business hours by shareholders without charge and by other persons upon payment of a fee as prescribed under the applicable law.

The register and index of beneficial owners maintained by a depositary under the Depositories Act, 1996 is deemed to be an index of members and register and index of debenture holders. We recognize as shareholders only those persons who appear on our register of members and we do not recognize any person holding any equity share or part thereof on trust, whether express, implied or constructive.

To determine which shareholders are entitled to specified shareholder rights, we may close the register of members. For the purpose of determining who our shareholders are, our register of members may be closed for periods not exceeding 45 days in any one year or 30 days at any one time. In order to determine our shareholders’ entitlement to dividends, it is our general practice to close the register of members for approximately 10 to 20 days before the annual general meeting. The date on which this period begins is the record date. Under the listing agreements with each of the stock exchanges on which our equity shares are listed, we may, upon giving at least seven working days’ advance notice to the stock exchange, set a record date and/or close the register of members. The trading of our equity shares and the delivery of shares certificates may continue while the register of members is closed.

Annual Report

At least 21 clear days before an annual general meeting, we must circulate our annual report, which comprises of either a detailed or abridged version of our audited financial accounts, our directors’ report, our corporate governance report, and our auditor’s report, to the shareholders along with a notice convening the annual general meeting. In addition, we must furnish to the exchanges quarterly unaudited or audited results within 45 days after the end of each accounting quarter. We are required to furnish to the exchanges audited financial results for the entire financial year within 60 days of the end of the financial year. We are also required to send copies of our annual report to the NSE and BSE and to publish our financial results in at least one English language daily newspaper circulating in the whole or substantially the whole of India and also in a daily newspaper published in the language of the region where our registered office is situated. We are also required under the Indian Companies Act to make available upon the request of any shareholder our complete balance sheet and statement of profit and loss along with all the subsidiaries.

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Under the Indian Companies Act, we must file with the Registrar of Companies our balance sheet and statement of profit and loss within 30 days of the date on which the balance sheet and statement of profit and loss were laid before the annual general meeting and our annual return within 60 days of the conclusion of that meeting.

Borrowing Powers

Our directors may raise, borrow or secure the payment of any sums of money for our purposes as they deem appropriate without the consent of shareholders in a general meeting, by way of special resolution, provided that, the aggregate of the monies to be borrowed and the principal amount outstanding in respect of monies raised, borrowed or secured by us does not exceed the aggregate of our paid up share capital plus free reserves. Further, pursuant to the Articles of Association of the Company, the payment and repayment of moneys borrowed may be secured in such manner and upon such terms and conditions in all respect as the Board may think fit, by resolution passed at a meeting of the Board and in particular, by the issue of bonds, debentures, debenture stock of the company either unsecured or secured by a mortgage or charge over all or any part of the property of the company (both present and future) including its uncalled capital for the time being, and debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the company and the person to whom the same may be issued.

Issue of equity shares and Pre-emptive Rights

Subject to the provisions of the Indian Companies Act and our Articles of Association and to any special rights attaching to any of our equity shares, we may increase our share capital by the allotment or issue of new equity shares with preferred, deferred or other special rights or restrictions regarding dividends, voting, return of capital or other matters as we may from time to time determine by special resolution. We may issue preference shares that are redeemable or are liable to be redeemed at our option or the option of the holder in accordance with our Articles of Association.

Under the Indian Companies Act, new equity shares shall first be offered to existing shareholders in proportion to the amount they have paid up on their equity shares on the record date. The offer shall be made by written notice specifying:

• the right, exercisable by the shareholders of record, to renounce the equity shares offered in favor of any other person;

• the number of equity shares offered; and

• the period of the offer, which may not be less than 15 days and not exceeding 30 days from the date of the offer.

If the offer is not accepted, it is deemed to be declined, and thereafter, our Board is permitted to distribute equity shares not accepted by existing shareholders in the manner it deems beneficial for us in accordance with our Articles of Association. Holders of ADSs may not be able to participate in any such offer.

However, under the provisions of the Indian Companies Act, new equity shares may be offered to non-shareholders, if this has been approved by a special resolution and has complied with the applicable rules.

Capitalization of Profits and Reserves

Our Articles of Association allow our directors, with the approval of our shareholders by an ordinary resolution, to capitalize any part of the amount standing to the credit of our reserve accounts or to the credit of our statement of profit and loss or otherwise available for distribution. Any sum which is capitalized shall be appropriated among our shareholders in the same proportion as if such sum had been distributed by way of dividend. This sum shall not be paid out in cash and shall be applied in the following manner:

• paying up any amount remaining unpaid on the shares held by our shareholders; or

• issuing to our shareholders, fully paid bonus equity shares (issued either at par or a premium).

Any issue of bonus equity shares would be subject to the SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended, or SEBI Guidelines, which provide that:

• no company shall, pending the conversion of convertible securities, issue any bonus equity shares unless a similar benefit is extended to the holders of such convertible securities through a reservation of equity shares in proportion to such conversion;

• the bonus issue shall be made out of free reserves built out of genuine profits or share premium collected in cash only;

• bonus equity shares cannot be issued unless all the partly paid up equity shares have been fully paid-up;

• the company has not defaulted in the payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption of such debentures;

• a declaration of bonus equity shares in lieu of dividend cannot be made;

• the company shall have sufficient reason to believe that it has not defaulted in the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus etc.;

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• any reserves created by a revaluation of fixed assets shall not be capitalized;

• the articles of association of the company must contain provisions for the capitalization of reserves; and

• the bonus issue must be implemented within 15 days from the date of approval by the board of directors.

Purchase of Own equity shares

A company may reduce its capital in accordance with the Companies Act, 2013 and the regulations issued by SEBI by way of a share buy-back out of its free reserves or securities premium account or the proceeds of any shares or other specified securities (other than proceeds of an earlier issue of the same kind of shares or same kind of other specified securities)) subject to certain conditions, including:

• the buy-back must be authorized by the company’s Articles of Association;

• a special resolution authorizing the buy-back must be passed in a general meeting;

• the buy-back is limited to 25.0% of the company’s total paid up capital and free reserves in a fiscal year;

• the ratio of aggregate of secured and unsecured debts owed by the company after such buy-back is not more than twice the paid up capital and its free reserves;

• the shares or other specified securities for buy-back are fully paid-up;

• the buy-back of shares or other specified securities listed on any recognized stock exchange is in accordance with the SEBI (Buy-Back of Securities) Regulations, 1998, as amended;

• the buy-back in respect of shares or other specified securities other than listed shares or specified securities is in accordance with such rules as may be prescribed; and

• no offer of buy-back shall be made within a period of one year from the date of the closure of the preceding offer to buy back, if any.

The first two conditions mentioned above would not be applicable if the number of equity shares bought back is 10.0% or less of our total paid up equity capital and free reserves and if such buy-back is authorized by the board of directors, provided that no buy-back shall be made within 365 days from the date of any previous buy-back. If such buy-back constitutes more than 10.0% of the total paid-up equity capital and free reserves of the company, it must be authorized by a special resolution of the company in general meeting. Our Articles of Association permit us to buy-back our equity shares.

Any equity shares which have been bought back by us must be extinguished within 7 days of the last date of completion of buy back. Further, we will not make a further issue of the same kind of shares or other specified securities including an allotment of new shares within a period of 6 months except by way of a bonus issue or in discharge of our existing obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity. A company is also prohibited from purchasing its own shares or specified securities through any subsidiary company including its own subsidiary companies or in the event of non-compliance with certain other provisions of the Companies Act, 2013.

SEBI in its board meeting dated June 25, 2013, has introduced following amendments to SEBI (Buy Back of Securities) Regulations, 1998 governing buy-back through open market purchase:

• The company shall be required to deposit 25.0% of maximum amount proposed to be utilized for share buy-back in an Escrow account, before the offer is launched;

• The company shall be mandatorily required to purchase at least 50.0% of the offer size as against existing requirement of 25.0%. In case of the failure to purchase the minimum prescribed 50.0% of the offer size, the entire amount in the Escrow account will be forfeited, subject to maximum of 2.5% of the amount earmarked for the share buy-back;

• The company shall mandatorily complete the buyback process within 6 months from the date of the offer;

• The company shall not be allowed to raise further capital for a period of one year from the closure of buy back;

• The companies are not allowed to undertake another share buy-back within a period of one year from the closure of buy back;

• Buy-back of 15.0% or more of capital (paid-up capital and free reserves) can only be done through the tender offer method;

• During the buy-back offer, promoters of the company are prohibited from dealing in shares of the company either off-market or on-market;

• Disclosure of the shares or other specified securities bought-back on a cumulative basis on the website of the company and the stock exchange on a daily basis;

• Procedure of buy-back of physical shares (odd-lot) are simplified including creation of separate trading window for tendering such shares; and

• The companies are permitted to extinguish shares bought back during the month, within 15 days of the succeeding month subject to last extinguishment within 7 days of the completion of the offer.

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The reporting and disclosures requirement are proposed to be rationalized.

ADS holders will be eligible to participate in a share buy-back in certain cases. An ADS holder may acquire equity shares by withdrawing them from the depositary facility and then selling those equity shares back to us in accordance with the provisions of applicable law as discussed above. ADS holders should note that equity shares withdrawn from the depositary facility may only be re-deposited into the depositary facility under certain limited circumstances as specified under the guidelines issued by the GoI and the RBI relating to a sponsored ADS facility and fungibililty of ADSs. See “- D. Exchange Controls.”

There can be no assurance that the equity shares offered by an ADS investor in any buy-back of equity shares by us will be accepted by us. The position regarding regulatory approvals required for ADS holders to participate in a buy-back is not clear. ADS investors are advised to consult their Indian legal advisers prior to participating in any buy-back by us, including in relation to any regulatory approvals and tax issues relating to the share buy-back.

Rights of Minority Shareholders

The Indian Companies Act provides mechanisms for the protection of the rights of the minority shareholder. Where the share capital of a company is divided into different classes of shares and there has been variation in the rights attached to the shares of any class, the holders of not less than 10.0% of the issued shares of that class, who did not vote in favor of a resolution for the variation, have the right to apply to the CLB to have the variation cancelled and such variation shall not have any effect unless confirmed by the CLB.

Further, under the Indian Companies Act, shareholders holding not less than 10.0% of the issued share capital or shareholders representing not less than 10.0% of the total number of members or 100 members, whichever is lesser, provided that they have paid all calls and other sums due on their shares, have the right to apply to the CLB for an order to bring an end to the matter complained of, on the following grounds of oppression or mismanagement:

• that the company’s affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members or in a manner prejudicial to the interests of the company; or

• that a material change has taken place in the management or control of the company, whether by a change in its board of directors or management or in the ownership of the company’s shares and by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company.

Provisions on Squeeze Out of Minority Shareholders

Under the Indian Companies Act, where an arrangement or contract involving a transfer of shares or any class of shares of a company to another company has been approved by holders holding not less than 90.0% in value of such class of shares, the transferee company has the right to give notice to any dissenting shareholder, within a specified time and in a prescribed manner, that it desires to acquire its shares.

Unless the CLB, upon an application made by a dissenting shareholder within a month of the aforementioned notice, orders otherwise, the transferee company has the right to acquire the shares of the dissenting shareholder on the same terms as those offered to the other shares to be transferred under the arrangement or contract.

Where, in pursuance of any such arrangement or contract, shares in a company are transferred to another company, and those shares, together with any other shares held by the transferee company (or its nominee or subsidiary company) in the transferor company, constitute not less than 90.0% in value of the shares, the transferee company is required to give notice of such fact to any remaining shareholders within a month of such transfer. Any such remaining shareholder may within 3 months of the notice from the transferee company, require the transferee company to acquire its shares. Where such notice is given by such remaining shareholder, the transferee company is bound to acquire those shares on the same terms as provided for under the arrangement or contract for the transfer of the other shares of the transferor company or on such terms as may be agreed or on terms that the CLB (upon an application of either the transferee company or the shareholder) thinks fit to order.

Book-Entry Shares and Liquidity

Our equity shares are compulsorily traded in book-entry form and are available for trading under both depositary systems in India, namely, the National Securities Depository Limited and Central Depository Services (India) Limited. The International Securities Identification Number (ISIN) for our equity shares is INE 205A01025.

Liquidation Rights

According to the Indian Companies Act, certain payments have preference over payments to be made to equity shareholders. These payments having preference include payments to be made by the company to its employees, taxes, payments

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to secured and unsecured lenders and payments to holders of any shares entitled by their terms to preferential repayment over the equity shares. In the event of our winding-up, the holders of the equity shares are entitled to be repaid the amounts of paid up capital or credited as paid upon those equity shares after payments have been made by the company as set out above. Subject to such payments having been made by the company, any surplus assets are paid to holders of equity shares in proportion to their shareholdings.

Takeover Code and Listing Agreements

In September 2011, SEBI notified the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“ Takeover Code”) which replaces the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Under the Takeover Code, upon acquisition of shares or voting rights in a publicly listed Indian company such that the aggregate share-holding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in a target company either by himself or together with persons acting in concert) is 5.0% or more of the shares or voting rights of the company, the acquirer is required to, within two working days of such acquisition of shares or voting rights or receipt of intimation of allotment of shares, disclose their aggregate shareholding and voting rights in the company to the company and to the stock exchanges in which the shares of the company are listed.

Further, an acquirer, who, together with persons acting in concert with him, holds shares or voting rights entitling them to 5.0% or more of the shares or voting rights in a target company must disclose every sale or acquisition of shares representing 2.0% or more of the shares or voting rights of the company to the company and to the stock exchanges in which the shares of the company are listed within two working days of such acquisition or sale or receipt of intimation of allotment of such shares. This disclosure is required, in case of a sale, even if such sale results in the shareholding of the acquirer falling below 5.0%. Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25.0% or more of the voting rights in a target company, has to disclose to the company and to stock exchanges, their aggregate shareholding and voting rights as of March 31, in such target company within seven working days from the end of the financial year of that company.

The acquisition of shares or voting rights which entitles the acquirer to exercise 25.0% or more of the voting rights in or control over the target company triggers a requirement for the acquirer to make an open offer to acquire at least 26.0% of the total shares of the target company at an offer price determined as per the provisions of the Takeover Code. The acquirer is required to make a public announcement for an open offer on the date on which it is agreed to acquire such shares or voting rights. Such open offer shall only be for such number of shares as is required to adhere to the maximum permitted non-public shareholding.

Where the public shareholding in the target company is reduced to a level below the limit specified in the listing agreement on account of shares being acquired pursuant to an open offer, the acquirer is required to take necessary steps to facilitate compliance with the public shareholding threshold within the time prescribed in the Securities Contract (Regulation) Rules, 1957. Such an acquirer will not be eligible to make voluntary delisting offer under the SEBI (Delisting of Equity Shares) Regulations 2009, unless 12 months have elapsed from the date of the completion of offer period.

Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to any person acquiring our equity shares or voting rights in our Company. The ADSs entitle ADS holders to exercise voting rights in respect of the Deposited Equity Shares (as described in the section titled “Voting Rights of Deposited Equity Shares Represented by ADSs”). Accordingly, the requirement to make an open offer of at least 26.0% of the shares of a company to the existing shareholders of the company would be triggered by an ADS holder where the shares that underlie the holder’s ADSs represent 25.0% or more of the shares or voting rights of the company. We have entered into listing agreements with BSE and NSE, on which our equity shares are listed, pursuant to which we must report to the stock exchanges any disclosures made to the company pursuant to the Takeover Code.

Voting Rights of Deposited Equity Shares Represented by ADSs

Under Indian law, voting in relation to the equity shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least 10.0% of the total shares entitled to vote on the resolution or by those holding shares with an aggregate paid up capital of at least Rs.500,000. A proxy (other than a body corporate represented by an authorized representative) may not vote except on a poll. As soon as practicable after receipt of notice of any general meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (i) such information as is contained in such notice of meeting and any solicitation materials, (ii) that each holder on the record date set by the Depositary will be entitled to instruct the Depositary as to the exercise of the voting rights, if any pertaining to the deposited securities represented by the ADSs evidenced by such holder’s ADRs, and (iii) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us.

On receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date. The Depositary will try, as far as is practical, and subject to the provisions of Indian law and our Memorandum of Association and our Articles of Association, to vote or to have its agents vote in relation to the shares or other

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deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion. Neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Insider Trading Regulations

Under the SEBI (Prohibition of Insider Trading) Regulations, 1992 (Insider Trading Regulations), any person who holds more than 5.0% of the shares or of the voting rights in any listed company is required to disclose to the company the number of shares or voting rights held by such person and any change in shareholding or voting rights (even if such change results in the shareholding falling below 5.0%), exceeding 2.0% of the total shareholding or voting rights in the company, from the date of last disclosure made by the person. Such disclosure is required to be made within two working days of: (i) the receipt of intimation of allotment of the shares; or (ii) the acquisition or the sale of the shares or voting rights. As a result of a clarification issued by SEBI on June 22, 2009 under the SEBI (Informal Guidance) Scheme, 2003, disclosures would be required to be made by a holder of ADSs under the Insider Trading Regulations as set out above where the shares that underlie that holder’s ADSs represent 5.0% or more of the shares or voting rights of the company.

As per the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2011, any person who is a promoter or part of promoter group of a listed company shall disclose to the company the number of shares or voting rights held by such person. Further, any person who is a promoter or part of promoter group of a listed company, shall disclose to the company and the stock exchange where the securities are listed, the total number of shares or voting rights held and any change in shareholding or voting rights, if there has been a change in such holdings of such person from the last disclosure made under Listing Agreement or under the Insider Trading Regulations and the change exceeds Rs. 500,000 in value or 25,000 shares or 1.0% of total shareholding or voting rights, whichever is lower. Such disclosure is required to be made within two working days of becoming such promoter or person belonging to promoter group.

Comparison of Shareholders’ Rights

We are incorporated under the laws of India. The following discussion summarizes certain material differences between the rights of holders of our equity shares and the rights of holders of the common stock of a typical corporation incorporated under the laws of the State of Delaware which result from differences in governing documents and the laws of India and Delaware. The rights of holders of our ADSs differ in certain respects from those of holders of our equity shares.

This discussion does not purport to be a complete statement of the rights of holders of our equity shares under applicable law in India and our amended and restated Memorandum and Articles of Association or the rights of holders of the common stock of a typical corporation under applicable Delaware law and a typical certificate of incorporation and bylaws.

Delaware Law	Indian Law
Annual and Special Meetings of Shareholders
Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.	While shareholders of a company do not have any right to call for an annual general meeting, shareholders holding one-tenth of the paid-up share capital of the company have a right to request an extraordinary general meeting. However, in the event the company defaults in holding an annual general meeting within 15 months from the date of its last annual general meeting, the GoI may order a meeting to be held upon the application of any shareholder.
Quorum Requirements for Meetings of Shareholders
A Delaware corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.	Our Articles of Association specify that five members personally present constitute the quorum required to conduct business at a general meeting. According to the Indian Companies Act, quorum for a general meeting is at least 30 shareholders personally present if number of members as on date of meeting is exceeding 5,000 to vote and in such instances, the Indian Companies Act supersedes the Articles of Association.

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Delaware Law	Indian Law
Board of Directors
A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation.	Our Articles of Association provide that unless otherwise determined by the shareholders at a general meeting, the number of directors shall not be less than three or more than 15. The Company may appoint more than 15 directors by seeking the approval of its members by way of a special resolution. Under Indian law, the appointment and removal of directors (other than additional directors) is required to be approved by the shareholders. There is no concept under Indian law as to division of the board of directors into different classes or cumulative voting.
Removal of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred stock, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).	Under Indian law, a director of a company, other than a director appointed by the GoI, may be removed by an approval of the members by way of an ordinary resolution, provided that a special notice of the resolution to remove the director is given in accordance with the provisions of the Indian Companies Act. Under our Articles of Association, any director who has been appointed by any persons pursuant to the provisions of an agreement with us may be removed at any time by such person.
Filling Vacancies on the Board of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred stock, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.	The board of directors has the power to fill a vacancy on the board and any director so appointed shall hold office only so long as the vacating director would have held such office if no vacancy had occurred.
Interested Director Transactions
Interested director transactions are not voidable if (i) the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, (ii) the material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote on the matter or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the shareholders.	Under Indian law, contracts or arrangements in which one or more directors of an Indian company has an interest are not void or voidable because of such interest, provided that certain conditions, such as obtaining the required approval of the board of directors and disclosing the nature of the interest to the board of directors, are satisfied. Subject to a few exceptions, for an interested director transaction not to be voided, (a) the interested director is required to disclose the nature of his concern or interest at a meeting of the board of directors; (b) the board of directors is required to grant its consent to the contract or arrangement; (c) the interested director is not permitted to take part in the discussion of, or vote on, the contract or arrangement; and (d) the approval of the members is required by way of special resolution to be obtained in the event the paid up share capital of the company is more than Rs. 100 million. An interested director is not to be counted for the purposes of quorum at the time of any such discussion or vote and if the interested director does vote, the vote shall be void. The contravention of relevant provisions is punishable with fine.

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Delaware Law	Indian Law
Cumulative Voting
Delaware law does not require that a Delaware corporation provide for cumulative voting. However, the certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.	There is no concept of cumulative voting under Indian law.
Shareholder Action Without a Meeting
Unless otherwise specified in a Delaware corporation’s certificate of incorporation, any action required or permitted to be taken by shareholders at an annual or special meeting may be taken by shareholders without a meeting, without notice and without a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated. No consent is effective unless, within 60 days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of holders to take the action are delivered to the corporation.	There is no concept of shareholder action without a meeting under Indian law.
Business Combinations
With certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.	The sale, lease or disposal of all or substantially all of the assets of an Indian company must be approved by the board of directors and shareholders holding a majority of the voting share capital of the company.
Delaware law also requires a special vote of stockholders in connection with a business combination with an “interested stockholder” as defined in Section 203 of the Delaware General Corporation Law. See “- Interested Stockholders” below.	Under the Indian Companies Act, the merger of two companies is required to be approved by a Court of competent jurisdiction and by a three-fourths majority of each class of shareholders and creditors of the company present and voting at the meetings held to approve the merger.
Interested Stockholders
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested stockholder” for 3 years following the time that the stockholder becomes an interested stockholder. Subject to specified exceptions, an “interested stockholder” is a person or group that owns 15.0% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15.0% or more of the voting stock at any time within the previous 3 years.	Indian law does not prohibit corporate transactions but does require disclosure of related party transactions in the financial statements of the company. Under applicable accounting standards in India, during the time that a related party transaction exists, a company is required to disclose the name of the related parties, describe the relationship between the parties, describe the nature of the transactions and disclose the volume of the transactions either as an amount or as an appropriate proportion, the amounts or appropriate proportions of outstanding items pertaining to related parties at the balance sheet date and provisions for doubtful debts due from such parties at that date and the amounts written off or written back in the period in respect of debts due from or to related parties.
A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation or its bylaws, or an amendment to its original certificate or bylaws that was approved by majority stockholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.	Transactions undertaken between a company and a person having a substantial interest in the company would qualify as a related party transaction and would be required to be disclosed under applicable accounting standards in India. Under such accounting standards, a party is considered to have a substantial interest in a company if that party owns, directly or indirectly, 20.0% or more of the voting power in the company.
Limitations on Personal Liability of Directors
A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However,	Generally, Indian law provides that directors are not personally liable in respect of contracts of the company. However, where a director acts without the approval or ratification of the company, such director may be personally

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Delaware Law	Indian Law
these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, or unlawful share purchase or redemption, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under US federal securities laws.	liable. Directors are also personally liable for breach of trust or misfeasance, both civilly and in some cases criminally. The Indian Companies Act contains certain provisions making directors personally liable to discharge certain monetary obligations in their capacity as directors, such as the non-refund of share application monies or excess application monies within the time limit stipulated by the Indian Companies Act. Similarly, the Indian Companies Act provides for civil liability of directors for misstatements in a prospectus issued by the company that has been signed by the directors, including the obligation to pay compensation to any persons subscribing to the shares of the company on the faith of statements made in the prospectus. Directors’ and officers’ liability insurance policies are available in India. However, the permissible coverage under such policies is subject to the same limitations as on the ability of the company to indemnify its directors as described under “- Indemnification of Directors and Officers.”
Indemnification of Directors and Officers
A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.	Under Indian law, subject to specified exceptions, any provision, whether contained in the Articles of Association of a company or in any agreement, exempting or indemnifying any director, officer or auditor of the company against any liability in respect of any negligence, default, breach of duty or breach of trust which would by law otherwise attach to such director, officer or auditor, shall be void. However, pursuant to the exceptions permitted under Indian law, our Articles of Association provide for indemnification of any officer or agent against any liability incurred by such person in successfully defending any proceeding, whether civil or criminal, in which such person is acquitted in whole or in part on the grounds that such person had acted honestly and reasonably, or in connection with an application made by an officer or agent to the High Court of the relevant state for relief for reason that he or she has a reason to apprehend that any proceeding may be brought against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust in which relief has been granted by such High Court.
Appraisal Right
A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a Court) in lieu of the consideration the shareholder would otherwise receive in the transaction.	There is no concept of appraisal rights under Indian law.
Shareholder Suits
Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the Court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	Under the Indian Companies Act, shareholders holding not less than one tenth of the issued share capital, shareholders representing not less than one tenth of the total number of members or one hundred members, provided that they have paid all calls and other sums due on their shares, have the right to request the CLB, a statutory body, for an order or injunction as to the taking or not taking of an action by the company on the following grounds of oppression or mismanagement: (a) that the company’s affairs are being conducted in a manner prejudicial to public interest, in a

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Delaware Law	Indian Law
	manner oppressive to any member or members or in a manner prejudicial to the interests of the company; and (b) that a material change has taken place in the management or control of the company, whether by a change in the board of directors or management or in the ownership of the company’s shares, and by reason of such change it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company.
Inspection of Books and Records
All shareholders of a Delaware corporation have the right, upon written demand under oath stating the purpose thereof, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any proper purpose.	Pursuant to our Articles of Association, our Board of directors has the authority to determine whether and to what extent and at what times and places and under what conditions or regulations our books are open to the inspection of the shareholders. Further, no shareholder of the company has the right to inspect any record of the company except as conferred under law or authorized by the board of directors or by the shareholders in a general meeting. The books containing the minutes of the proceedings of any general meetings of the shareholders are required to be kept at the registered office of the company and such materials are to be opened for inspection by any shareholder, without charge, subject to reasonable restrictions which may be imposed by a company’s articles or the general meeting of the shareholders. If an inspection is refused, the company and every officer of the company in default will be punishable with a fine. Under Indian law, the audited financial statements for the relevant financial year, the directors’ report and the auditors’ report are required to be provided to the shareholders before the annual general meeting.
Amendment of Governing Documents
Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation; a provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.	Under Indian Law, subject to certain specified amendments that require the additional approval of the central government, a company may make amendments to its articles with the approval of shareholders holding not less than 75.0% of the shares of the company.
Distributions and Dividends; Repurchases and Redemptions
Delaware law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.	Under Indian law, if the profits for a year are insufficient, the dividend for that year may be declared out of the accumulated profits earned in previous years and transferred to reserves, subject to the following conditions: (i) the rate of dividend declared shall not exceed the average of the rates at which dividend was declared by it in the 3 years immediately preceding that year.
Under Delaware law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem those shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.	(ii) the total amount to be drawn from the accumulated profits from previous years and transferred to the reserves may not exceed an amount equivalent to one tenth of the paid-up capital and free reserves; and (iii) the amount so drawn shall first be utilized to set off the losses incurred in the financial year in which dividend is declared before any dividend in respect of the equity shares is declared.

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Delaware Law	Indian Law
	(iv) the balance of reserves after such withdrawal shall not fall below fifteen percent of its paid up share capital as appears in the latest audited financial statement. (v) The company shall not declare dividend unless carried over previous losses and depreciation not provided in the previous year are set off against the profit of the current year, the loss or depreciation, whichever is less, in previous years is set off against the profit for the year for which dividend is declared or paid. Shareholders have a right to claim a dividend, after such dividend has been declared by the company at a general meeting. Shareholders also have a right to claim the interim dividends, which may be declared only pursuant to a resolution of the company’s board of directors provided that in the event the company has incurred loss during the current financial year up to the end of the quarter immediately preceding the date of declaration of an interim dividend, then such interim dividend shall not be declared at a rate higher than the average dividends declared by the company during the immediately preceding 3 financial years. Dividends may be paid in cash or by cheque or warrant or in any electronic mode to the shareholder. Where a dividend has been declared by a company but has not been paid within 30 days from the date of declaration to any shareholder entitled to the payment of such dividend, a penalty can be imposed on a director who is knowingly a party to such default.
	According to the Indian Companies Act, a company is empowered to purchase its own shares or other specified securities out of its free reserves, or the securities premium account or the proceeds of any shares or other specified securities (other than the kind of shares or other specified securities proposed to be bought back), subject to certain conditions including: (a) the buy-back must be authorized by the articles of association of the company; (b) a resolution must be passed by shareholders holding not less than 75.0% of the outstanding shares in the general meeting of the company authorizing the buy-back; (c) the buy-back is limited to 25.0% of the total paid up capital and free reserves; (d) the ratio of debt owed by the company must not be more than twice the capital and free reserves after such buy-back; and (e) the buy-back must be in accordance with the SEBI (Buy-Back of Securities) Regulations, 1998.

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Conditions (a) and (b) mentioned above would not be applicable if the buy-back is for less than 10.0% of the total paid-up equity capital and free reserves of the company and such buy-back has been authorized by the Board of directors of the company. Further, a company buying back its securities is not permitted to buy-back any additional securities for a period of 1 year after the buyback or to issue any securities of the same kind for a period of 6 months.

A company is also prohibited from purchasing its own shares or specified securities directly or indirectly.

Comparison of Corporate Governance Standards

The listing of our ADSs on the NYSE and our equity shares on the NSE and BSE cause us to be subject to NYSE listing standards and Indian corporate governance requirements set out in the listing agreements that we have entered into with the NSE and BSE.

The NYSE listing standards applicable to us, as a foreign private issuer, are considerably different from those applicable to companies incorporated in the United States. Under the NYSE rules, we need only (i) establish an independent audit committee that has specified responsibilities as described in the following table; (ii) provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules of the NYSE; (iii) provide periodic (annual and interim) written affirmations to the NYSE with respect to our corporate governance practices; and (iv) provide a brief description of significant differences between our corporate governance practices and those followed by US companies.

The corporate governance requirements which apply to us as a listed company on the NSE and BSE are contained in Clause 49 of the listing agreements that we have entered into with the NSE and BSE. Clause 49 has been amended from time to time.

The following table summarizes certain material differences in the corporate governance standards applicable to us under our listing agreements with the NSE and BSE and the corporate governance standards for a NYSE-listed company, both to a typical US domestic issuer and the requirements that would be different for us as a foreign private issuer.

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Standard for NYSE-Listed Companies	Requirements under our Listing Agreements with the NSE and BSE
Director Independence
A majority of the board must consist of independent directors. Independence is defined by various criteria including the absence of a material relationship between the director and the listed company. For example, directors who are employees, are immediate family of an executive officer of the company or receive over $ 120,000 per year in direct compensation from the listed company are not independent. Directors who are employees of or otherwise affiliated through immediate family with the listed company’s independent auditor are also not independent. Determinations of independence were made by the board. The non-management directors must meet at regularly scheduled executive sessions without management. (The NYSE requirements for a board consisting of independent directors and non-management directors meeting at regularly scheduled executive sessions do not apply to us as a foreign private issuer.)	If the Chairman of the board of directors is an executive director, at least 50.0% of the board of directors should comprise of independent directors. If the Chairman of the board of directors is a non-executive director, then at least one third of the board should comprise of independent directors, provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying a management position at the board of directors level or at one level below that, at least 50.0% of the board of directors should comprise of independent directors. Clause 49 of the listing agreements define an “independent director” to mean a non-executive director who (i) is receiving director’s remuneration and does not have any other material pecuniary relationship or transaction with the company, its promoters, its directors, its senior management or its holding company or its subsidiaries or its associates, which may affect the independence of the director; (ii) is not related to promoters or management at the board level or at one level below the board; (iii) has not been an executive of the company in the immediately preceding 3 financial years; (iv) is not a partner or an executive and has not been a partner or executive during the preceding 3 financial years, of the statutory audit firm or the internal audit firm or the legal firm and consulting firm of the company; (v) is not a material supplier, service provider, customer, lessee, or lessor of the company; (vi) is not a shareholder, owning 2.0% or more of the voting shares of the company; and (vii) is not less than 21 years of age.
	With effective from October 1, 2014, it is required under the listing agreement that: The board of directors of the company shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than 50% of the board of directors comprising non-executive directors. Where the Chairman of the board is a non-executive director, at least one-third of the board should comprise independent directors and in case the company does not have a regular non-executive Chairman, at least 50% of the board should comprise independent directors. Provided that where the regular non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the board, at least 50% of the Board of the company shall consist of independent directors.
	Clause 49 of listing agreement define an ‘independent director’ to mean a non executive, who (a) in the opinion of the board, is a person of integrity and possesses relevant expertise and experience; (b) (i) is or was not a promoter of the company or its holding, subsidiary or associate company; (b)(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company; (c) apart from receiving director’s remuneration, has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

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Standard for NYSE-Listed Companies	Requirements under our Listing Agreements with the NSE and BSE
	(d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 5,000,000 or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (e) who, neither himself nor any of his relatives (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm. (iii) holds together with his relatives 2% or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; (v) is a material supplier, service provider or customer or a lessor or lessee of the company; (f) who is not less than 21 years of age.
Audit Committee
The audit committee must (i) be comprised entirely of independent directors; (ii) be directly responsible for the appointment, compensation, retention and oversight of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the listed issuer, and each such registered public accounting firm must report directly to the audit committee; (iii) establish procedures for the receipt, retention and treatment of complaints with respect to accounting and auditing issues; (iv) establish procedures for the confidential, anonymous submission by employees of the listed issuer of concerns regarding questionable accounting or auditing matters; (v) be authorized to engage independent counsel and other advisers it deems necessary to perform its duties; and (vi) be given sufficient funding by the Board of directors to compensate the independent auditors and other advisors as well as for the payment of ordinary administrative expenses incurred by the committee that are necessary or appropriate in carrying out its duties.	The listing agreements require that the role of the audit committee should include the following: •    To oversee the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. •    To recommend to the board of directors the appointment and removal of the auditor of the company, fix the audit fee and also approve of payment to such auditor for any other services rendered by him. •    To review with management the annual financial statements before submission to the board of directors, focusing primarily on matters required to be included in the Director’s Responsibility Statement, any changes in accounting policies and practices, any major accounting entries based on exercise of judgment by management, any qualifications in the draft audit report, any significant adjustments arising out of the audit, the going concern assumption, compliance with accounting standards, compliance with stock exchange and legal requirements concerning financial statements and any related party transactions. •    To review with management the statement of uses or application of funds raised through an issue of securities,

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Standard for NYSE-Listed Companies	Requirements under our Listing Agreements with the NSE and BSE
	the statement of funds utilized for purposes other than as stated in the offer document and the report submitted by the monitoring committee agency, to monitor the utilization of proceeds of a public or rights issue, and to make appropriate recommendations to the board to take up steps in this matter •    To review with management the performance of statutory and internal auditors, and the adequacy of internal control systems.
	•    To review the adequacy of the internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
	•    To discuss with internal auditors any significant findings and follow-up thereon.
	•    To review 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 report the matter to the board.
	•    To discuss with statutory auditors before the audit commences, the nature and scope of the audit as well as to conduct post-audit discussions to ascertain any area of concern.
	•    To review the company’s quarterly financial statements and management policies.
	•    To examine the reasons for substantial defaults in payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
	•    To review the functioning of whistle blower mechanism.
	•    Approval of appointment of the Chief Financial Officer (that is, the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
	•    To review the management’s discussion and analysis of financial condition and results of operation.
	•    To review the statement of significant related party transactions submitted by the management.
	•    To review the management letters/letters of internal control weaknesses issued by the statutory auditors.
	•    To review the internal audit reports relating to internal control weaknesses.
	•    To review the appointment, removal and terms of remuneration of the chief internal auditor.
	With effective from October 1, 2014, as per clause 49 of listing agreement, in addition to the above role, the following are additional role of the audit committee: •      To review and monitor the auditor’s independence and performance, and effectiveness of audit process;

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	•      To approve or subsequently modify transactions of the company with related parties; •      To scrutinise inter-corporate loans and investments; •      To identify the value of undertakings or assets of the company, wherever it is necessary; •      To evaluate internal financial controls and risk management systems;
The audit committee must consist of at least three members, and each member must be independent within the meaning established by the NYSE and Rule 10A-3 under the Exchange Act. The audit committee members must be financially literate or become financially literate within a reasonable period of their appointment to the audit committee.	Clause 49 of the listing agreements require that a qualified and independent audit committee should be set up, which has a minimum of three members. Two-thirds of its members should be independent directors and the chairman of the audit committee should be an independent director.
Each listed company must have disclosed whether its Board of directors has identified an audit committee financial expert (as defined under applicable rules of the SEC) and if not, the reasons why the Board has not done so.	The listing agreements also require that all members of the audit committee should be financially literate and at least one member should have financial management and accounting expertise.

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The audit committee must have a written charter that addresses the committee’s purpose and responsibilities. At a minimum, the committee’s purpose must be to assist the Board in the oversight of the integrity of the company’s financial statements, the company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of the company’s internal audit function and independent auditors. The duties and responsibilities of the audit committee include conducting a review of the independent auditing firm’s annual report describing the firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review or peer review of the firm and any steps taken to address such issues.	In addition to the role of the audit committee described above, the audit committee is required to have powers that include the ability to investigate any activity within their terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise if this is considered necessary. The listing agreements require an Indian listed company to have an internal audit function. Clause 49 of the listing agreements also require that the audit committee should meet at least four times in a year and not more than 4 months should lapse between two meetings.
The audit committee is also to assess the auditor’s independence by reviewing all relationships between the company and its auditor. It must establish the company’s hiring guidelines for employees and former employees of the independent auditor.
The committee must also discuss the company’s annual audited financial statements and quarterly financial statements with management and the independent auditors, the company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, and policies with respect to risk assessment and risk management.
Each listed company must have an internal audit function.
The committee must also meet separately, periodically, with management, with internal auditors (or other personnel responsible for the internal audit function) and with independent auditors and review with the independent auditor any audit problems or difficulties and management’s response.
The committee must report regularly to the Board.
(The NYSE audit committee requirements apply to us as foreign private issuers and we are not exempt from this requirement.)
Compensation Committee
Listed companies must have a compensation committee composed entirely of independent board members as defined by the NYSE listing standards. The committee must have a written charter that addresses its purpose and responsibilities.	The listing agreements state that a board may set up a remuneration committee, which should be comprised of at least three non-executive independent directors, the Chairman of committee being an independent director. With effective from October 1, 2014, according to clause 49 of listing agreement states that, the company shall set up a nomination and remuneration committee which shall comprise at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director.
These responsibilities include (i) reviewing and approving corporate goals and objectives relevant to CEO compensation; (ii) evaluating CEO performance and compensation in light of such goals and objectives for the CEO; (iii) based on such evaluation, reviewing and approving CEO compensation levels; (iv) recommending to the board non-CEO compensation, incentive compensation plans and equity-based plans; and (v) producing a report on executive compensation as required by the SEC to be included in the company’s annual proxy statement or annual report. The committee must also conduct an annual performance self-evaluation.	The role of the committee shall include the following: (i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; (ii) Formulation of criteria for evaluation of Independent Directors and the board; (iii) Devising a policy on board diversity;

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(The NYSE compensation committee requirements allow us, as a foreign private issuer, to follow our home country rules in this regard. We comply with our home country rules applicable to the Compensation Committee.)	(iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its annual report.
Nominating/Corporate Governance Committee
Listed companies must have a nominating/corporate governance committee composed entirely of independent board members.	Companies Act, 2013 requires that every listed company shall constitute a nomination and remuneration committee, comprising of three or more non-executive directors, out of which not less than one-half shall be independent directors. This committee is also required with effect from October 1, 2014, as per clause 49 of the listing agreement.
The committee must have a written charter that addresses its purpose and responsibilities, which include (i) identifying individuals qualified to become board members; (ii) selecting, or recommending that the board select, the director nominees for the next annual meeting of shareholders; (iii) developing and recommending to the board a set of corporate governance principles applicable to the company; (iv) overseeing the evaluation of the board and management; and (v) conducting an annual performance evaluation of the committee. (The NYSE nominating/corporate governance committee requirements do not apply to us as a foreign private issuer.)	Further, clause 49 of the listing agreement requires that with effect from October 1, 2014, the role of the committee shall include the following: (i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; (ii) Formulation of criteria for evaluation of Independent Directors and the board; (iii) Devising a policy on board diversity; (iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
Equity-Compensation Plans
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exceptions. (The NYSE requirement for shareholder approval of equity-compensation plans does not apply to us as a foreign private issuer.)	Under Section 54 of the Companies Act, 2013, a company may issue equity shares of an existing class of shares to employees or directors at a discount or for consideration other than cash if such issue is authorized by a special resolution passed by the company in a general meeting. The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, also require that a special resolution be passed by the shareholders of a company in a general meeting to approve an employee stock option or stock purchase scheme.
Corporate Governance Guidelines
Listed companies must adopt and disclose corporate governance guidelines. (The NYSE requirement that corporate governance guidelines be adopted does not apply to us as a foreign private issuer. However, we must disclose differences between the corporate governance standards to which we are subject and those of the NYSE.)	Corporate governance requirements for listed companies in India are included in Clause 49 of the listing agreements required to be entered into with the NSE and BSE.

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Code of Business Conduct and Ethics
All listed companies, United States and foreign, must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. (The NYSE requirement for a code of business conduct and ethics does not apply to us as a foreign private issuer.)	Clause 49 of the listing agreements require that the board of directors shall lay down a code of conduct for all board members and senior management of a listed company. This code of conduct is required to be posted on the website of the company. Further, all board members and senior management personnel are required to affirm compliance with the code on an annual basis and the company’s annual report must contain a declaration to this effect signed by its CEO.
	With effective from October 1, 2014, according to clause 49 of listing agreement,
	•        The Code of Conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013.
	•        An independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through board processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Agreement.

C. Material Contracts

The following is a summary of each of our material contracts, other than contracts entered into in the ordinary course of business, to which we are a party, for the 2 years immediately preceding the date of this Annual Report.

Representative Office Agreement with Vedanta

SIIL entered into a representative office agreement with Vedanta on March 29, 2005 under which Vedanta agreed to provide technical and commercial materials to us to enable us to promote our business or raise funds overseas, and to be our non-exclusive overseas representative, for which we agreed to pay an amount of $ 2.0 million per year to Vedanta. This agreement expired on March 31, 2013.

Since the effectiveness of the Re-organization Transactions, we renewed this agreement on similar terms with Vedanta on May 20, 2014 for a period of 5 years. Under this renewed agreement, we have agreed to pay an amount of $2.0 million to Vedanta. This agreement is valid until March 2018.

Consultancy Agreement with Vedanta

SIIL entered into a consultancy agreement with Vedanta on March 29, 2005 under which Vedanta agreed to provide strategic planning and consultancy services to us and our subsidiaries in various areas of business such that we are able to finalize and implement our plans for growth and are able to raise the necessary finances. The terms of this agreement were negotiated by us and Vedanta and we believe them to be fair and reasonable. Under this agreement, Vedanta agreed to make certain of its employees available to us. The anticipated fee used for reference in the agreement, which was based on a relevant proportion of the expected annual budgeted costs for fiscal year 2005 plus the mark-up of 40.0%, was $ 3.0 million per year. This agreement expired on March 31, 2013.

Since the effectiveness of the Re-organization Transactions, we have renewed this agreement with Vedanta on May 20, 2014 for a period of 5 years on similar terms. This agreement is valid until March 2018. Under this agreement, Vedanta has agreed to make certain of its employees available to us and we have agreed to pay a service fee to Vedanta on the basis of, among other things, the amount of time spent in providing the services and associated costs for which we have agreed to pay an amount of $ 3.0 million per year.

Outsourcing Services Agreement with Vedanta

SIIL entered into a service agreement with Vedanta on April 1, 2010, under which we agreed to provide accounting, treasury and related services at the request of Vedanta from time to time. In consideration of above, Vedanta agreed to pay us service charges aggregating to an amount of $ 0.2 million per year.

Since the effectiveness of the Re-organization Transactions, we renewed this agreement with Vedanta on May 20, 2014 for a period of 5 years. This agreement is valid until March 2018 and Vedanta has agreed to pay us service charges aggregating to an amount of $ 0.35 million per year with an annual increase of 10.0%.

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Outstanding loans

See Note 18 “Borrowings” in Notes to Consolidated Financial Statements for more details.

D. Exchange Controls

General

The GoI regulates ownership of Indian companies by foreigners. Foreign investment in securities issued by Indian companies is generally regulated by the Foreign Exchange Management Act of 1999, as amended (“FEMA”), read with the rules, regulations and notifications issued under FEMA. A person resident outside India can transfer any security of an Indian company or any other security to an Indian resident only in accordance with the terms and conditions specified in FEMA and the rules, regulations and notifications made thereunder or as permitted by the RBI.

Foreign Direct Investment

The GoI, pursuant to its liberalization policy, set up the FIPB, to regulate all foreign direct investment. Foreign direct investment (“FDI”), means investment by way of subscription and/or purchase of shares or securities convertible or exchangeable into shares of an Indian company by a non-resident investor. FDI in India can be either through the automatic route where no prior approval of any regulatory authority is required or through the government approval route. Over a period of time, the GoI has relaxed the restrictions on foreign investment.

A person resident outside India or an entity incorporated outside India, can invest in India, subject to the FDI policy of the GoI and other terms and conditions as applicable. A person who is a citizen of Bangladesh or an entity incorporated in Bangladesh can invest in India under the FDI Scheme, with the prior approval of the FIPB. Further, a citizen of Pakistan or an entity incorporated in Pakistan can invest, only under the approval route, in sectors/activities other than defence, space and atomic energy and sectors/activities prohibited for foreign investment.

Subject to certain conditions, under current regulations, FDI in most industry sectors does not require prior approval of the FIPB or the RBI if the percentage of equity holding by all foreign investors does not exceed specified industry-specific thresholds. These conditions include certain minimum pricing requirements, compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, or the Takeover Code, and ownership restrictions based on the nature of the foreign investor. FDI is prohibited in certain sectors such as lottery business atomic energy, railways (other than Mass Rapid Transport Systems), real estate business or construction of farm houses and manufacturing of cigars.

Also, certain investments require the prior approval of the FIPB, including:

• investments including transfer of shares in excess of specified sectoral caps or investments in sectors in which FDI is not permitted or in sectors which specifically require approval of the FIPB;

• foreign investment into an Indian company, engaged only in the activity of investing in the capital of other Indian company/ies, will require prior government/FIPB approval, regardless of the amount or extent of foreign investment;

• foreign investment of more than 24.0% in the equity capital of units manufacturing items reserved for small scale industries; and

• all proposals relating to the acquisition of shares of an Indian company by a foreign investor (including an individual of Indian nationality or origin residing outside India and corporations established and incorporated outside India) which are not under the automatic route.

FDI policy had laid down guidelines for calculation of direct and indirect foreign investment in an Indian company.

A person residing outside India (other than a citizen of Pakistan or Bangladesh) or any entity incorporated outside India (other than an entity incorporated in Pakistan or Bangladesh and an overseas corporate body as defined in FEMA) has general permission to purchase shares, convertible debentures or preference shares of an Indian company, subject to certain terms and conditions.

Currently, subject to certain exceptions, FDI and investment by Non-Resident Indians, or NRIs (as such term is defined in FEMA), in Indian companies do not require the prior approval of the FIPB or the RBI. The GoI has indicated that in all cases where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be the primary agency for the purposes of monitoring and regulating foreign investment. The foregoing description applies only to an issuance of shares and not to a transfer of shares by Indian companies.

As per the FDI Policy, downstream investment means indirect foreign investment, into another Indian company, by way of subscription or acquisition. Downstream investment by an Indian company, which is owned and/or controlled by non-resident entities, into another Indian company, must be in accordance with the relevant sectoral conditions on approval route, conditionalities and caps with regard to the sectors in which the latter Indian company is operating.

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Downstream investments by Indian companies will be subject to the following conditions:

• Such a company is to notify the Secretariat for Industrial Assistance, Department of Industrial Policy and Promotion and the Foreign Investment Promotion Board of its downstream investment in the form available at http://www.fipbindia.com within 30 days of such investment, even if capital instruments have not been allotted along with the modality of investment in new/existing ventures (with/without expansion programme);

• Downstream investment by way of induction of foreign equity in an existing Indian company to be duly supported by a resolution of the board of directors as also a shareholders agreement, if any;

• Issue/transfer/pricing/valuation of shares shall be in accordance with applicable SEBI/RBI guidelines;

• For the purpose of downstream investment, the Indian companies making the downstream investments would have to bring in requisite funds from abroad and not leverage funds from the domestic market. This would, however, not preclude downstream companies, with operations, from raising debt in the domestic market. Downstream investments through internal accruals are permissible by an Indian company under certain conditions provided under FDI policy

We are majorly controlled by a non-resident entity and hence all downstream investments made by us are subject to the above conditions.

Under the current regulations, in the case of mining and processing of aluminium, copper and zinc, FDI up to 100.0% is permitted under the automatic route, subject to the Mines and Minerals (Development and Regulation) Act, 1957.

Portfolio Investment by Non-Resident Indians

A variety of methods for investing in shares of Indian companies are available to NRIs. Under the portfolio investment scheme, each NRI can purchase up to 5.0% of the paid-up value of the share issued by an Indian company, subject to the condition that the aggregate paid-up value of shares purchased by all NRIs does not exceed 10% of the paid up capital of the Company. The aggregate ceiling limit of 10.0% limit may be raised to 24.0% if a special resolution is passed in a general meeting of the shareholders of the company. In addition to portfolio investments in Indian companies, NRIs may also make foreign direct investments in Indian companies under the FDI route discussed above. These methods allow NRIs to make portfolio investments in shares and other securities of Indian companies on a basis not generally available to other foreign investors.

Overseas corporate bodies controlled by NRIs, were previously permitted to invest on more favorable terms under the portfolio investment scheme. The RBI no longer recognizes overseas corporate bodies as an eligible class of investment vehicle under various routes and schemes under the foreign exchange regulations.

Investment by Foreign Portfolio Investors

Recently, the SEBI (Foreign Portfolio Investors) Regulations, 2014 (“FPI Regulations”) came into effect, where the SEBI clarified on March 28, 2014 that the new regime would commence on June 1, 2014. All the existing foreign institutional investors (“FIIs”), sub accounts and qualified foreign investors (“QFIs”) have been classified together into a new class of investors known as the foreign portfolio investors (“FPIs”). FPIs are required to be registered with the designated depositary participant on behalf of the SEBI subject to compliance, with ‘Know Your Customer’ norms. FPIs are permitted to invest only in the following securities:

• securities in the primary and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India;

• units of schemes floated by domestic mutual funds, whether or not listed on a recognized stock exchange;

• units of schemes floated by a collective investment scheme;

• derivatives traded on a recognized stock exchange;

• treasury bills and dated government securities;

• commercial papers issued by an Indian company;

• Rupee denominated credit enhanced bonds;

• security receipts issued by asset reconstruction companies;

• perpetual debt instruments and debt capital instruments, as specified by the RBI from time to time;

• listed and unlisted non-convertible debentures / bonds issued by an Indian company in the infrastructure sector, where ‘infrastructure’ is defined in terms of the RBI External Commercial Borrowings guidelines;

• non-convertible debentures or bonds issued by Non-Banking Financial Companies categorized as ‘Infrastructure Finance Companies’ by the RBI;

• Rupee denominated bonds or units issued by infrastructure debt funds;

• Indian depository receipts; and

• such other instruments specified by the SEBI from time to time.

A single foreign portfolio investor or an investor group is permitted to purchase equity shares of a company only below 10.0% of the total issued capital of the company. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the FPI Regulations, an FPI, other than Category III foreign portfolio investor and

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unregulated broad based funds subject to certain exceptions, may issue or otherwise deal in offshore derivative instruments (as defined under the FPI Regulations) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with ‘Know Your Customer’ norms. An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.

Any FII or QFI who holds a valid certificate of registration will be deemed to be a FPI until the expiry of the block of 3 years for which fees has been paid as provided by the SEBI (Foreign Institutional Investors) Regulations, 1995. All existing FIIs and sub accounts, subject to payment of conversion fees specified in the FPI Regulations, may continue to buy, sell or otherwise deal in securities subject to the provisions of the FPI Regulations, until the earlier of (i) expiry of its registration as a FII or sub-account, or (ii) obtaining a certificate of registration as an FPI. All QFIs may continue to buy, sell or otherwise deal in securities until the earlier of (i) up to a period of a one year from the date of commencement of the FPI Regulations or; (ii) obtaining a certificate of registration as an FPI. In furtherance of the FPI Regulations, the RBI amended relevant provisions of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 on March 13, 2014. The portfolio investor registered in accordance with the FPI Regulations would be called ‘Registered Foreign Portfolio Investor (“RFPI”)’. Accordingly, an RFPI may purchase and sell shares and convertible debentures of an Indian company through a registered broker as well as purchase shares and convertible debentures offered to the public under the FPI Regulations. Further, RFPI may sell shares or convertible debentures so acquired (i) in an open offer in accordance with the Takeover Code or (ii) in an open offer in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009; or (iii) through buyback of shares by a listed Indian company in accordance with the SEBI (Buy-back of Securities) Regulations, 1998. An RFPI may also acquire shares or convertible debentures (i) in any bid for, or acquisition of securities in response to an offer for disinvestment of shares made by the Central Government or any State Government; or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter XB of the SEBI (ICDR) Regulations, 2009.

The individual and aggregate investment limits for the RFPIs should be below 10.0% or 24.0% respectively of the total paid-up equity capital or 10.0% or 24.0% respectively of the paid-up value of each series of convertible debentures issued by an Indian company and such investment should be within the overall sectoral caps prescribed under the FDI policy. An RFPI may invest in government securities and corporate debt subject to limits specified by the RBI and SEBI from time to time and to trade in all exchange traded derivative contracts on the stock exchanges in India subject to the position limits as specified by SEBI from time to time.

ADSs

Issue of ADSs

The Ministry of Finance, pursuant to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, or the ADR Scheme, has permitted Indian companies to issue ADSs. Certain relaxations in the ADR Scheme have also been notified by the RBI. The ADR Scheme provides that an Indian company may issue ADSs to a person resident outside India through a depositary without obtaining any prior approval of the Ministry of Finance of India or the RBI, except in certain cases. An Indian company issuing ADSs must comply with certain reporting requirements specified by the RBI. An Indian company may issue ADSs if it is eligible to issue shares to persons resident outside India under the FDI scheme. Similarly, an Indian company which is not eligible to raise funds from the Indian capital markets, including a company which has been restricted from accessing the securities market by the SEBI, will not be eligible to issue ADSs. We have obtained the necessary approvals from the Indian stock exchanges for the listing of the equity shares underlying the Sesa Sterlite ADSs.

Investors do not need to seek specific approval from the GoI to purchase, hold or dispose of ADSs. However, overseas corporate bodies, or overseas corporate bodies, as defined under applicable RBI regulations, which are not eligible to invest in India and entities, prohibited to buy, sell or deal in securities by the SEBI are not eligible to subscribe to ADSs issued by Indian companies. The proceeds of an ADS issue may not be used for investment in stock markets and real estate. There are no other end-use restrictions on the use of the proceeds of an ADS issue. Further, issue-related expenses for an issue of ADSs shall be subject to a ceiling of 7.0% of the total issue size. Issue-related expenses beyond this ceiling would require the RBI approval.

Restrictions on Redemption of ADSs, Sale of the Equity Shares Underlying the ADSs and the Repatriation of Sale Proceeds

Other than mutual funds that may purchase ADSs subject to terms and conditions specified by the RBI and employees in connection with stock options, a person resident in India is not permitted to hold ADSs of an Indian company. Under Indian law, ADSs issued by Indian companies to non-residents have free transferability outside of India. Under the ADR Scheme, a non-resident holder of the ADSs may transfer such ADSs, or request that the overseas depositary bank redeem such ADSs. A non-resident holder of ADS can transfer or redeem the ADS into underlying equity shares of the company subject to the procedure specified under the ADR Scheme. In the case of a redemption, the overseas depositary bank will request the domestic custodian bank to release the corresponding underlying shares in favor of the non-resident investor for being sold directly on behalf of the non- resident investor, or being transferred in the books of account of the company in the name of the non-resident.

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The re-issuance of ADS is subject to availability of head room which is equivalent to the difference between the number of ADS originally issued and the number of ADS outstanding, as further adjusted for ADS redeemed into underlying shares and registered in the name of the non-resident investor. Accordingly, shares which are registered in the name of the non-resident investor post-redemption will not be eligible for participation under the limited two way fungibility scheme.

Foreign investors holding ADS or equity shares equal to or more than 15.0% of the company’s total equity capital/ voting rights may be required to make a public announcement of offer to the remaining shareholders of the company under the Takeover Code, when further acquisition of shares or ADS above 15.0% by the foreign investor exceeds the limits specified under the Takeover Code.

Investors who seek to sell any equity shares in India withdrawn from the depositary facility and to convert the Rupee proceeds from the sale into foreign currency and repatriate the foreign currency from India will also be subject to certain exchange control restrictions on the conversion of Rupees into dollars. In June 2014, the RBI revised the restrictions on capital account transactions by resident Indians who are now permitted to remit up to $ 125,000 per financial year (April-March) for any permissible capital account transaction or a combination of capital account and current account transaction other than remittances made directly or indirectly to Bhutan, Nepal, Mauritius or Pakistan or to countries identified by the Financial Action Task Force as “non co-operative countries and territories.”

Fungibility of ADSs

As per the directions issued by the Ministry of Finance in coordination with RBI on the two-way fungibility of ADSs, an ADS holder who has redeemed the ADS into underlying equity shares and has sold it in the Indian Market is permitted to purchase to that extent, through a registered stock broker in India, shares of an Indian company for the purposes of converting the same into ADSs, subject, inter alia, to the following conditions:

• the shares of the Indian company are purchased on a recognized stock exchange in India;

• the shares are purchased with the permission of the domestic custodian for the ADSs issued by the Indian company and such shares are deposited with the custodian after purchase;

• the custodian agreement is amended to enable the custodian to accept shares from entities other than the company;

• the number of shares of the Indian company so purchased does not exceed the head room which is equivalent to the difference between numbers of ADS originally issued and number of ADS outstanding, as further adjusted for ADS redeemed into underlying shares and registered in the name of the non-resident investor (and is further subject to specified sectoral caps); and

• compliance with the provisions of the ADR Scheme and the guidelines issued thereunder.

Further, the amendment to the regulations permit an issuer in India to sponsor the issue of ADSs through an overseas depositary against underlying equity shares accepted from holders of its equity shares in India for offering outside of India. The sponsored issue of ADSs is possible only if the following conditions are satisfied:

• the price of the offering is determined by the lead manager of the offering. The price shall not be less than the average of the weekly high and low prices of the shares of the company during the 2 weeks preceding the relevant date (i.e. the date on which the board of directors of the company decides to open the issue);

• the ADS offering is approved by the Foreign Investment Promotion Board;

• the ADS offering is approved by a special resolution of the shareholders of the issuer in a general meeting;

• the facility is made available to all the equity shareholders of the issuer;

• the proceeds of the offering are repatriated into India within 1 month of the closing of the offering;

• the sales of the existing equity shares are made in compliance with the foreign direct investment policy in India;

• the number of shares offered by selling shareholders are subject to limits in proportion to the existing holdings of the selling shareholders when the offer is oversubscribed; and

• the offering expenses do not exceed 7.0% of the offering proceeds and are paid by shareholders on a pro-rata basis.

The issuer is also required to furnish a report to the RBI specifying the details of the offering, including the amount raised through the offering, the number of ADSs issued, the underlying shares offered and the percentage of equity in the issuer represented by the ADSs.

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Corporate Actions

The ADS holders are entitled to receive the benefits of corporate actions such as bonus, split and dividend in proportion to the number of equity shares represented by the ADS. The benefits are subject to the terms and conditions of the FEMA regulations and the offer documents of ADS issue.

Buyback of ADS

Shares issued under the ADR Scheme represented by the ADS, are eligible for participation in a buyback scheme, if any, announced by us. In the event that we decide to implement the buyback scheme for ADS holders, the option form for the buyback scheme will be distributed to the ADS custodian who will submit the same to the overseas depository. ADS holders who wish to participate in the buyback scheme may exercise the buyback option by converting the ADS into ordinary equity shares and surrendering those shares to the company under the buyback scheme.

FCCBs

Eligibility

Foreign Currency Convertible Bonds, or FCCBs, are convertible bonds issued by an Indian company expressed in foreign currency (such as US dollar), the principal and interest in respect of which is payable in foreign currency. FCCBs are required to be issued in accordance with the ADR and FCCB Scheme and subscribed by a non-resident in foreign currency and are convertible into equity shares of the issuing Indian company. The External Commercial Borrowing Guidelines, or ECB Guidelines, apply to FCCBs. The provisions of the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations 2000, as amended, are also applicable to FCCBs and the issue of FCCBs must adhere to such provisions.

Automatic Route

Under the terms of the ADR and FCCB Schemes and the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations 2000, as amended, read together with the ECB Guidelines, Indian companies are permitted to issue FCCBs under the automatic route in the manner set forth therein, subject to certain conditions specified therein, including:

• the issue of FCCBs are subject to the FDI sectoral caps prescribed by the Ministry of Finance;

• a public issue of FCCBs is to be made through reputable lead managers;

• FCCBs cannot be issued with attached warrants;

• issue-related expenses shall not exceed 4.0% of the issue size; and

• FCCBs issued under the automatic approval route to meet Indian Rupee expenditure are required to be hedged unless there is a natural hedge in the form of uncovered foreign exchange receivables.

The FCCBs issued by us would be convertible into ADS subject to the terms and conditions of FEMA guidelines and the offering circular or issue prospectus of the FCCB. Upon receipt of the conversion notice from FCCB holders, the equity shares in the applicable ADS would be issued to the custodian based on which the holders of FCCB will obtain their allotted proportion of ADS. We have obtained in-principle approval from the NSE and BSE, where our equity shares are currently listed, and prior to allotment of the FCCBs, for listing the shares which will be issued upon conversion of the FCCBs into ADS. We are required to apply for and obtain the approval for listing and trading of the equity shares underlying the FCCBs after the completion of the allotment of the equity shares. Upon receipt of listing and trading approvals, the equity shares issued on conversion are expected to be listed on the NSE and the BSE and will be tradable on such stock exchanges once listed thereon, which is expected to occur within 45 days after the relevant conversion date unless we state otherwise.

Pricing of FCCB Issue

Pursuant to a circular dated November 27, 2008 issued by the Ministry of Finance, the pricing guidelines set forth in the ADS and FCCB Schemes have been amended. Pursuant to the circular, the issue price of FCCB and ADS should be not less than the average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the two weeks preceding the “relevant date”, where the “relevant date” means the date of the meeting on which our Board of Directors or the Committee of Directors duly authorized by the Board of Directors decides to issue the FCCB or ADS.

Regulatory Filings

We are required to make the following filings in connection with the issuance of FCCBs and upon conversion of the FCCBs into equity shares:

• filing Form No. 83 with RBI through an authorized dealer;

• filing of information with RBI subsequent to the issuance of FCCBs which would include: the total amount of FCCBs issued, the names of the investors resident outside India and the number of FCCBs issued to each of them, and the amount repatriated to India through normal banking channels duly supported by Foreign Inward Remittance Certificates;

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• filing of the return of allotment with the Registrar of Companies, Goa, Daman and Diu, at the time of conversion of the FCCBs into equity shares;

• on conversion of the FCCBs into equity shares, the filing of information with the Regional Office of the RBI in the prescribed Form FC-GPR, and to the Department of Statistics and Information Management, RBI within 7 days of the month to which it relates, in Form No. ECB-2; and

• monthly filing of Form No. ECB-2 with RBI through an authorized dealer.

Buy Back of FCCBs

The RBI permitted buy back of FCCBs by Indian companies prior to the maturity date of such FCCB, after satisfying certain conditions under the approval route until March 31, 2013. On June 25, 2013, the RBI extended the scheme of buy-back of FCCBs under the approval route until December 31, 2013, after which the scheme is discontinued.

Restrictions on equity shares underlying the ADSs issued arising on conversion of FCCB’s and the repatriation of Sale Proceeds

FCCB holders who have converted the FCCBs into ADS in accordance with the provisions of the offering circular are entitled to the same rights and subject to the same conditions as normal ADS holders and may withdraw the equity shares underlying ADS from the depositary at any time. A non- resident holder of ADS can transfer or redeem the ADS into underlying equity shares of the company subject to the procedure specified under the ADR Scheme. In the case of redemption, the overseas depositary bank will request for the domestic custodian bank to release the corresponding underlying shares in favor of the non-resident investor, for being sold directly on behalf of the non- resident investor, or for being transferred in the books of account of the company in the name of the non-resident.

Foreign investors who elect to convert FCCB into ADS would be required to make a public announcement of offer to remaining shareholders of the company under the Takeover Code if the conversion results in their direct or indirect holding in the company equivalent to or in excess of 15.0% of the company’s total equity capital or voting rights.

Transfer of Shares

Previously the sale of shares of an Indian company from a non-resident to a resident required RBI approval, unless the sale was made on a stock exchange through a registered stockbroker at the market price. The RBI has now granted general permission to persons resident outside India to transfer shares and convertible debentures held by them to an Indian resident, subject to compliance with certain terms and conditions and reporting requirements. A resident who wishes to purchase shares from a non-resident must, pursuant to the relevant notice requirements, file a declaration with an authorized dealer in the prescribed Form FC-TRS, together with the relevant documents and file an acknowledgment thereof with the Indian company to effect transfer of the shares. However, a non-resident to whom the shares are being transferred is required to obtain the prior permission of the GoI to acquire the shares if he had on January 12, 2005, an existing joint venture or technology transfer agreement or trademark agreement in the same field other than in the information technology field to that in which the Indian company whose shares are being transferred is engaged, except:

• investments to be made by venture capital funds registered with SEBI or a multinational financial institution;

• where the existing joint venture investment by either of the parties is less than 3.0%;

• where the existing venture/collaboration is defunct or sick; or

• for transfer of shares of an Indian company engaged in the information technology sector or in the mining sector for the same area or mineral.

A non-resident may also transfer any security to a person resident in India by way of gift. The transfer of shares from an Indian resident to a non-resident does not require the prior approval of the GoI or the RBI if the activities of the investee company are under the automatic route pursuant to the FDI Policy and are not under the financial services sector, the investor does not have an existing joint venture or technology transfer agreement or trademark agreement in the same field as described above, the non-resident shareholding is within sector limits under the FDI policy, the transaction is not under the Takeover Code and the pricing is in accordance with the guidelines prescribed by SEBI and the RBI.

A non-resident of India is generally permitted to sell equity shares underlying the ADSs held by him to any other non-resident of India without the prior approval of the RBI. However, approval by the FIPB is required if the person acquiring the shares has a previous venture or tie up in India in the same field in which the company whose shares are being transferred is engaged. Further, the RBI has granted general permission for the transfer of shares by a person resident outside India to a person resident in India, subject to compliance with certain pricing norms and reporting requirements.

Other than mutual funds that may purchase ADSs subject to terms and conditions specified by the RBI and employees in connection with stock options, a person resident in India is not permitted to hold ADSs of an Indian company. An ADS holder is permitted to surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the deposit agreement.

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Exchange Rates

Substantially all of our revenue is denominated or paid with reference to US dollars and most of our expenses are incurred and paid in Indian Rupees or Australian dollars. We report our financial results in Indian Rupees. The exchange rates among the Indian Rupee, the Australian dollar and the US dollar have changed substantially in recent years and may fluctuate substantially in the future. The results of our operations are affected as the Indian Rupee and the Australian dollar appreciate or depreciate against the dollar and, as a result, any such appreciation or depreciation will likely affect the market price of our ADSs in the United States.

Since our acquisition of the Zinc International companies, our transactions are also in Namibia Dollars and South African Rand currencies, and accordingly data relating to those currencies have been presented from 2011.

The following table sets forth, for the periods indicated, information concerning the exchange rates between Indian Rupees and US dollars based on the rates quoted on Federal Reserve Bank of New York:

	Period End(1)		Average(1)(2)		High		Low
Fiscal Year:
2010		44.95		47.39		50.48		44.94
2011		44.54		45.50		47.49		44.05
2012		50.89		48.01		53.71		44.00
2013		54.52		54.47		57.13		50.64
2014		60.00		60.35		68.80		53.65
Month:
February 2014		61.78		62.16		62.63		61.78
March 2014		60.00		60.95		62.17		59.89
April 2014		60.21		60.35		61.17		59.86
May 2014		59.16		59.28		60.21		58.30
June 2014		60.06		59.74		60.32		59.15
July 2014		60.55		60.10		60.55		59.69

Notes:

(1) The exchange rates quoted by Federal Reserve Bank of New York at each period end and the average rate for each period may have differed from the exchange rates used in the preparation of financial statements included elsewhere in this Annual Report.

(2) Represents the average of the exchange rates quoted on Federal Reserve Bank of New York on the last day of each month during the period for all fiscal years presented and the average of the exchange rates quoted on Federal Reserve Bank of New York for all days during the period for all months presented.

The following table sets forth, for the periods indicated, information concerning the exchange rates between the Australian dollars and US dollars based on the Federal Reserve Bank of New York:

	Period End(1)		Average(1)(2)		High		Low
Fiscal Year:
2010		1.09		1.18		1.44		1.07
2011		0.97		1.06		1.22		0.97
2012		0.96		0.95		1.06		0.91
2013		0.96		0.97		1.03		0.94
2014		1.08		1.07		1.15		0.95
Month:
February 2014		1.12		1.11		1.14		1.11
March 2014		1.08		1.10		1.12		1.08
April 2014		1.08		1.07		1.08		1.06
May 2014		1.08		1.07		1.09		1.07
June 2014		1.06		1.07		1.08		1.06
July 2014		1.08		1.07		1.08		1.05

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Notes:

(1) The exchange rates quoted on Federal Reserve Bank of New York at each period end and the average rate for each period may have differed from the exchange rates used in the preparation of financial statements included elsewhere in this Annual Report.

(2) Represents the average of the exchange rates quoted on Federal Reserve Bank of New York on the last day of each month during the period for all fiscal years presented and the average of the exchange rates quoted on Federal Reserve Bank of New York for all days during the period for all months presented.

The following table sets forth, for the periods indicated, information concerning the exchange rates between the South African Rands and US dollars based on the Federal Reserve Bank of New York:

	Period End(1)		Average(1)(2)		High		Low
Fiscal Year:
2011		6.77		7.15		7.98		6.61
2012		7.66		7.41		8.55		6.57
2013		9.18		8.55		9.32		7.63
2014		10.53		10.11		11.25		8.90
Month:
February 2014		10.73		10.95		11.25		10.72
March 2014		10.53		10.74		10.93		10.53
April 2014		10.52		10.54		10.65		10.38
May 2014		10.59		10.41		10.59		10.30
June 2014		10.62		10.68		10.82		10.56
July 2014		10.71		10.66		10.78		10.50

Notes:

(1) The exchange rates quoted on Federal Reserve Bank of New York at each period end and the average rate for each period may have differed from the exchange rates used in the preparation of financial statements included elsewhere in this Annual Report.

(2) Represents the average of the exchange rates quoted on Federal Reserve Bank of New York on the last day of each month during the period for all fiscal years presented and the average of the exchange rates quoted on Federal Reserve Bank of New York for all days during the period for all months presented.

The following table sets forth, for the periods indicated, information concerning the exchange rates between the Namibian dollars and US dollars based on Oanda.com:

	Period End(1)		Average(1)(2)		High		Low
Fiscal Year:
2011		6.84		7.17		7.95		6.62
2012		7.73		7.46		8.58		6.59
2013		9.24		8.55		9.32		7.66
2014		10.58		10.11		11.26		8.90
Month:
February 2014		10.80		10.99		11.20		10.76
March 2014		10.58		10.75		10.90		10.58
April 2014		10.59		10.55		10.67		10.40
May 2014		10.48		10.41		10.55		10.31
June 2014		10.59		10.66		10.78		10.57
July 2014		10.63		10.66		10.78		10.51

Notes:

(1) The exchange rates quoted on oanda.com at each period end and the average rate for each period may have differed from the exchange rates used in the preparation of financial statements included elsewhere in this Annual Report.

(2) Represents the average of the exchange rates quoted on oanda.com on the last day of each month during the period for all fiscal years presented and the average of the exchange rates quoted on oanda.com for all days during the period for all months presented.

Although we have translated selected Indian Rupee, Australian dollar amounts and South African Rand and Namibian dollars in this Annual Report into US dollars for convenience, this does not mean, and no representation is made, that the Indian

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Rupee or Australian dollar amounts referred to represent US dollar amounts or have been, could have been or could be converted to US dollars at any particular rate, the rates stated above, or at all. Unless otherwise stated herein, all translations in this Annual Report from Indian Rupees to US dollars are based on the exchange rate quoted by the Federal Reserve Bank of New York on March 31, 2014, which was Rs. 60.00 per $ 1.00, all translations from Australian dollars to US dollars are based on the exchange rate quoted by the Federal Reserve Bank of New York on March 31, 2014, which was AUD 0.93 per $ 1.00, all translations from South African Rand to US dollars are based on the exchange rate quoted by the Federal Reserve Bank of New York on March 31, 2014, which was ZAR 10.53 per $ 1.00 and all translations from Namibian dollars to US dollars are based on the exchange rate quoted by Oanda (data available at www.oanda.com) on March 31, 2014, which was NAD 10.58 per $ 1.00. As of July 31, 2014, the exchange rate between US dollars and Indian Rupees was $ 1.00 = Rs. 60.55 as quoted by the Federal Reserve Bank of New York.

E. Taxation

India Taxation

The following is a summary of the material Indian income tax, wealth tax, stamp duty and estate duty consequences of the purchase, ownership and disposal of the ADSs and the equity shares underlying the ADSs for non-resident investors of the ADSs. The summary only addresses the tax consequences for non-resident investors who hold the ADSs or the equity shares underlying the ADSs as capital assets and does not address the tax consequences which may be relevant to other classes of non-resident investors, including dealers. The summary proceeds on the basis that the investor continues to remain a non-resident when the income by way of dividends and capital gains are earned. The summary is based on Indian tax laws and relevant interpretations thereof as are in force as of the date of this Annual Report, including the Income Tax Act and the special tax regimes under Sections 115AC of the Income Tax Act read with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, which provides for the taxation of persons resident in India on their global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arisen in India, and is subject to change.

The Finance Act 2013 has included General Anti Avoidance Rule (“GAAR”), wherein the tax authority may declare an arrangement as an impermissible avoidance arrangement if an arrangement is not entered at arm’s length, results in misuse/ abuse of provisions of Income Tax Act, 1961, lacks commercial substance or the purpose of arrangement is obtaining a tax benefit. If any of our transactions are found to be ‘impermissible avoidance arrangements’ under GAAR, our business may be affected.

The GAAR was originally proposed to become effective from April 1, 2013. Thereafter, a panel was formed to study the proposed GAAR, and make suitable recommendations. In September 2013, the Government of India notified rules regarding the applicability of GAAR provisions along with certain threshold limits which will become effective from April 1, 2015.

This summary does not take into account the impact of proposals contained in the draft new Direct Taxes Code 2013 which is yet to come into effect.

This summary is not intended to constitute a complete analysis of all the tax consequences for a non-resident investor under Indian law in relation to the acquisition, ownership and disposal of the ADSs or the equity shares underlying the ADSs and does not deal with all possible tax consequences relating to an investment in the equity shares and ADSs, such as the tax consequences under state, local and other (for example, non-Indian) tax laws.

Residence

For the purpose of the Income Tax Act, an individual is considered to be a resident of India during the fiscal year if he is in India for at least 182 days in a particular year or at least 60 days in a particular year and for a period or periods aggregating at least 365 days in the preceding 4 years. However, the 60 days period shall be read as 182 days in the case of (i) a citizen of India who leaves India in the previous year for employment outside India, or (ii) a citizen of India or a person of Indian origin living abroad who visits India. A company is considered to be resident in India if it is incorporated in India or the control and management of its affairs is situated wholly in India during the relevant fiscal year. Individuals and companies who are not residents of India based on the above mentioned criteria are treated as non-residents.

Taxation of Sale of the ADSs

It is unclear whether capital gains derived from the sale by a non-resident investor of rights in respect of ADSs will be subject to tax liability in India. This will depend on the view taken by Indian tax authorities on the position with respect to the situs of the rights being transferred in respect of the ADSs. The Finance Act, 2012 retrospectively amended the term “property” so as to include any rights in or in relation to an Indian company. Therefore, situs of right in respect of ADSs may be considered as situated in India. Nevertheless, under the ADR Scheme and as per section 47(viia) of the Income-tax Act, the transfer of ADSs outside India by a non-resident holder to another non-resident does not give rise to any capital gain tax in India. Under the ADR Scheme, conversion of ADSs into equity shares shall not give rise to any capital gain tax in India.

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ADSs are considered as long-term capital assets if they are held for a period of more than 36 months otherwise they are considered as short-term capital assets. Section 115AC of the Income Tax Act provides that income by way of long-term capital gains arising from the transfer of ADSs by the non-resident holder is taxed at the rate of 10.0% plus applicable surcharge and education cess; short term capital gains on such a transfer is taxed at the rate of 30.0% (40.0% in case of a foreign company) plus applicable surcharge and education cess. Because there are significant intricacies relating to application of rules on indirect transfers, it is not clear, whether or to what extent, a buyer of ADS of the company should be held liable for not withholding tax on the acquisition of shares or be subject to Indian tax on gains realized on disposition of ADS. However the non-resident investor may examine exemption , if any available to him, from such taxation under the relevant Double Taxation Agreement between India and country of his residence.

The incidence of capital gains and the period of holding, in the event ADSs are converted into shares and the shares are sold within a period of 36 months, may be checked with the tax counsels.

Taxation of Dividends

Dividends paid to non-resident holders of ADSs are not presently subject to tax in the hands of the recipient. However, the company that is distributing the dividend is liable to pay a “dividend distribution tax” as applicable, currently at the rate of 15.0% (on a gross basis) plus a surcharge of 10.0% and an education cess at the rate of 3.0%. According to the Finance (No. 2) Act, 2014, dividend distribution tax is to be levied on gross distributable surplus amount instead of amount paid net of taxes. This has resulted in an increase in the dividend distribution tax to more than 20%, from 16.995% in the earlier years. Taxes on dividends are not payable by our shareholders and are not withheld or deducted from the dividend payments set forth above. This amendment shall be applicable for the dividends declared, distributed or paid on or after October 1, 2014. Under Section 115O(1A) of the Income Tax Act 1961, an Indian company, subject to certain conditions, can set off the dividend income received from its subsidiaries against the amount of dividend declared and distributed by it to its shareholders, therefore reducing the dividend distribution tax to the extent of such set-off.

Any distribution of additional ADS or equity shares to resident or non-resident shareholders will not be subject to any Indian tax.

Taxation of Sale of the Equity Shares

Sale of equity shares by any holder may occasion certain incidence of tax in India, as discussed below. Under applicable law, the sale of equity shares may be subject to a transaction tax and/or tax on income by way of capital gains. Capital gains accruing to a non-resident investor on the sale of the equity shares, whether to an Indian resident or to a person resident outside India and whether in India or outside India, may be subject to Indian capital gains tax in certain instances as described below. The discussion does not take into consideration the effect of the provisions contained in the Direct Taxes Code, 2013.

Sale of the Equity Shares on a Recognized Stock Exchange

Shares listed on recognized stock exchange in India issued on conversion of the ADSs held by the non-resident investor for a period of more than 12 months is treated as long term capital assets, otherwise they are considered as short term capital asset. Unlisted shares are treated as long-term capital assets, if they are held for more than 36 months, otherwise they are treated as short-term capital assets.

Subject to the following, long-term capital gains realized by a non-resident upon the sale of equity shares obtained on conversion of ADSs are subject to tax at a rate of 10.0% along with the applicable surcharge and education cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller;

• Long-term capital gain realized by a non-resident upon the sale of equity shares obtained on conversion of ADSs is exempt from tax if the sale of such shares is made on a recognized stock exchange and Securities Transaction Tax, or STT (described below) is paid; and

• Any short term capital gain is taxed at 15.0% along with the applicable surcharge and education cess, if the sale of such equity shares is settled on a recognized stock exchange and STT is paid on such sale.

In accordance with applicable Indian tax laws, any income arising from a sale of the equity shares of an Indian company through a recognized stock exchange in India is subject to a securities transaction tax. Such tax is payable by a person irrespective of residential status and is collected by the recognized stock exchange in India on which the sale of the equity shares is affected.

Withholding tax on capital gains on sale of shares to non-resident is required to be deducted under Section 195 of the Income Tax Act at the prescribed rates.

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For the purpose of computing capital gains on the sale of equity shares, the sale consideration received or accruing on such sale shall be reduced by the cost of acquisition of such equity shares and any expenditure incurred wholly and exclusively in connection with such sale. Under the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, or Scheme, the purchase price of equity shares in India listed company received in exchange for ADSs will be the market price of the underlying shares on the date that the depositary gives notice to the custodian of the delivery of equity shares in exchange for such corresponding ADSs. The market price is the price of the equity shares prevailing in the BSE or the NSE as applicable. There is no corresponding provision under the Income Tax Act providing for the use of market price as the basis for determination of the purchase price of the equity shares. In the event that the tax department denies the use of market price as the basis for determination of the purchase price of the equity shares, the original purchase price of the ADSs shall be considered as the purchase price of the equity shares for computing the capital gains tax.

According to the Scheme, a non-resident’s holding period for the purpose of determining the applicable capital gains tax rate relating to equity shares received in exchange for ADSs commences on the date of notice of redemption by the depositary to the custodian.

Securities Transaction Tax

Since October 1, 2004, with respect to a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to pay a Securities Transaction Tax (STT) at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction, i.e. the transaction involves actual delivery or transfer of shares; the rate of 0.1% has been substituted for 0.125% by the Finance Act, 2012 with effect from July 1, 2012. (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities if the transaction is a non-delivery based transaction, i.e. a transaction settled without taking delivery of the shares. STT is levied with respect to a sale and purchase of a derivative and the rates of STT as amended by Finance Act, 2013 with effect from June 1, 2013 is as follows: (i) in case of sale of an option in securities, the seller is required to pay an STT at the rate of 0.017% of the option premium; (ii) in case of a sale of an option in securities, where the option is exercised, the buyer is required to pay a STT at the rate of 0.125% of the settlement price; and (iii) in case of sale of futures in securities, the seller is required to pay STT at 0.017% on transaction value. This rate of 0.017% changed to 0.01% under the Finance Act, 2013.

Capital Losses

The losses arising from a transfer of a capital asset in India can only be set off against capital gains and not against any other income in accordance with the Income Tax Act. A long-term capital loss may be set off only against a long-term capital gain. To the extent the losses are not absorbed in the year of transfer, they may be carried forward for a period of 8 years immediately succeeding the year for which the loss was first computed and may be set off against the capital gains assessable for such subsequent years. In order to get the benefit of set-off of the capital losses in this manner, the non-resident investor must file appropriate and timely tax returns in India.

Tax Treaties

The above mentioned tax rates and the consequent taxation are subject to any benefits available to a non-resident investor under the provisions of any agreement for the avoidance of double taxation entered into by the Government of India with the country of tax residence of such non-resident investor. The investors are advised to consult their tax advisors the residential status for the purpose of treaty benefits in the event the investments are made through special purpose vehicle in an overseas jurisdiction.

Withholding Tax on Capital Gains

Any taxable gain realized by a non-resident from the sale of ADSs shall be subject to withholding tax of 10.0% at source and withheld by the buyer. However, no withholding tax is required to be withheld under Section 196D-(2) of the Income Tax Act from any income accruing to a FII as defined in Section 115AD of the Income Tax Act on the transfer of securities. The FII is required to pay the tax on its own behalf.

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Buy-Back of Securities

Indian companies are not subject to tax on the buy-back of their equity shares. However, shareholders will be taxed on the resulting gains from the share buy-back. We would be required to withhold tax at source in proportion to the capital gains tax liability of our shareholders.

Stamp Duty

Upon the issuance of the equity shares underlying the ADSs, we are required to pay a stamp duty for each equity share equal to 0.1% of the issue price. Under Indian stamp law, no stamp duty is payable on the acquisition or transfer of equity shares in book-entry form. However, a sale of equity shares by a non-resident holder will be subject to Indian stamp duty at the rate of 0.25% on the market value of equity shares on the trade date, although such duty is customarily borne by the transferee. A transfer of ADSs is not subject to Indian stamp duty.

Wealth Tax, Gift Tax and Inheritance Tax

The holding of ADSs by non-resident investors and the holding of the equity underlying shares by the depositary in a fiduciary capacity is exempt from payment of wealth tax. Further, there is no tax on gifts and inheritances which applies to the ADSs, or the equity shares underlying the ADSs.

Service Tax

Brokerage or commission fees paid to stockbrokers in connection with the sale or purchase of equity shares are subject to an Indian service tax at the effective tax rate of 12.36% (including cess of 3.0%) collected by the stockbroker (from February 24, 2009 to March 31, 2012 service tax was 10.3%). Further, pursuant to Section 65(101) of the Finance Act (2 of the 2004) a sub-broker is also subject to this service tax.

Minimum Alternate Tax

The Income Tax Act imposes a Minimum Alternate Tax on companies wherein the income tax payable on the total income is less than 18.5% of its book profit. Minimum Alternate Tax is payable at the rate of 18.5% plus applicable surcharge and cess. The Finance Act 2013 increased the surcharge on income of domestic companies having taxable income above Rs. 100 million ($ 1.7 million) from 5.0% to 10.0% which resulted in the increase in the effective Minimum Alternate Tax rate for such companies to 20.96% from 20.01%. The Finance Act, 2014 has proposed to retain the surcharge at the rate of 10%. Amounts paid as Minimum Alternate Tax may be applied towards regular income taxes payable in any of the succeeding 10 years subject to certain conditions. The manner of computing the Minimum Alternate Tax which can be claimed as a credit is specified in the Income Tax Act. The Finance Act, 2007, included income eligible for deductions under section 10A and 10B of the Act in the computation of book profits for the levy of Minimum Alternate Tax, and determined that Minimum Alternate Tax is payable on income which falls within the ambit of section 10A and 10B of the Act.

Tax Credit

A non-resident investor may be entitled to a tax credit with respect to any withholding tax paid by us or any other person for such non-resident investor’s account in accordance with the applicable laws of the applicable jurisdiction.

United States Federal Income Taxation

The following discussion describes certain material United States federal income tax consequences to US Holders (defined below) under present law of an investment in the ADSs or equity shares. This summary applies only to investors that hold the ADSs or equity shares as capital assets (generally, property held for investment) and that have the US dollar as their functional currency. This discussion is based on the United States Internal Revenue Code of 1986, as amended, as in effect on the date of this Annual Report and on United States Treasury regulations in effect or, in some cases, proposed, as of the date of this Annual Report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The following discussion neither deals with the tax consequences to any particular investor nor describes all of the tax consequences applicable to persons in special tax situations such as:

• banks;

• certain financial institutions;

• insurance companies;

• regulated investment companies;

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• real estate investment trusts ;

• broker dealers;

• United States expatriates;

• traders that elect to use the mark-to-market method of accounting;

• tax-exempt entities;

• persons liable for the alternative minimum tax;

• persons holding an ADS or equity share as part of a straddle, hedging, conversion or integrated transaction;

• persons that actually or constructively own 10.0% or more of the total combined voting power of all classes of our voting stock;

• persons who acquired ADSs or equity shares pursuant to the exercise of any employee share option or otherwise as compensation; or

• persons holding ADSs or equity shares through partnerships or other pass-through entities.

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE UNITED STATES FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF ADSs OR EQUITY SHARES.

The discussion below of the United States federal income tax consequences to “US Holders” will apply to you if you are a beneficial owner of ADSs or equity shares and you are, for United States federal income tax purposes,

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for United states federal income tax purposes) created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a Court within the United States and the control of one or more United States persons for all substantial decisions of the trust or (2) was in existence on August 20, 1996, was treated as a domestic trust on the previous day and has a valid election in effect under the applicable United States Treasury regulations to be treated as a United States person.

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds ADSs or equity shares, the tax treatment of a partner will generally depend upon the status and the activities of the partnership. A US Holder that is a partner in a partnership holding ADSs or equity shares is urged to consult its tax advisor.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. If you hold ADSs, you should be treated as the holder of the underlying equity shares represented by those ADSs for United States federal income tax purposes.

The United States Treasury has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming, by US Holders of ADSs, of foreign tax credits for United States federal income tax purposes. Such actions would also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate US Holders, as described below. Accordingly, the availability of foreign tax credits or the reduced tax rate for dividends received by certain non-corporate US Holders could be affected by future actions that may be taken by the United States Treasury or parties to whom ADSs are pre-released.

Taxation of Dividends and Other Distributions on the ADSs or Equity Shares

Subject to the PFIC rules discussed below, the gross amount of any distributions we make to you with respect to the ADSs or equity shares generally will be includible in your gross income as foreign source dividend income on the date of receipt by the depository, in the case of ADSs, or by you, in the case of equity shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). Any such dividends will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other United States corporations. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under United States federal income tax principles), such excess amount will be treated first as a tax-free return of your tax basis in your ADSs or equity shares, and then, to the extent such excess amount exceeds your tax basis in your ADSs or equity shares, as capital gain. However, we currently do not, and we do not intend to calculate our earnings and profits under United States federal income tax principles. Therefore, a US Holder should expect that any distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

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With respect to certain non-corporate US Holders, including individual US Holders, dividends may be taxed at the lower applicable capital gains rate applicable to “qualified dividend income”, provided that (1) the ADSs or equity shares, as applicable, are readily tradable on an established securities market in the United States or we are eligible for the benefits of the United States-India income tax treaty, (2) we are neither a PFIC nor treated as such with respect to you (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) the equity shares are held for a holding period of more than 60 days during the 121 – day period beginning 60 days before the ex-dividend date. Under US Internal Revenue Service authority, equity shares or ADSs representing such shares, are considered for the purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the NYSE, as our ADSs currently are. You should consult your tax advisors regarding the availability of the lower capital gains rate applicable to qualified dividend income for any dividends paid with respect to our ADSs or equity shares.

Any dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends distributed by us with respect to ADSs or equity shares will generally constitute “passive category income” but could, in the case of certain US Holders, constitute “general category income.” A US Holder may not be able to claim a foreign tax credit for any Indian taxes imposed with respect to dividend distribution taxes on ADSs or equity shares (as discussed under “- India Taxation—Taxation of Dividends”). The rules relating to the determination of the foreign tax credit are complex and US Holders should consult their tax advisors to determine whether and to what extent a credit would be available in their particular circumstances, including the effects of any applicable income tax treaties.

Taxation of a Disposition of ADSs or Equity Shares

Subject to the PFIC rules discussed below, upon a sale or other disposition of ADSs or equity shares, a US Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount realized for the ADS or equity share and such US Holder’s tax basis in such ADSs and equity shares. Any such gain or loss will be treated as long-term capital gain or loss if the US Holder’s holding period in the ADSs and equity shares at the time of the disposition exceeds one year. Long-term capital gain of individual US Holders generally will be subject to United States federal income tax at reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize generally will be treated as United States source income or loss for foreign tax credit limitation purposes.

Because gains generally will be treated as United States source gain, as a result of the United States foreign tax credit limitation, any Indian income tax imposed upon capital gains in respect of ADSs or equity shares (as discussed under “— India Taxation — Taxation of Sale of the ADSs,” “—India Taxation—Taxation of Sale of the Equity Shares,” “—India Taxation—Sale of the Equity Shares on a Recognized Stock Exchange,” “—India Taxation—Sale of the Equity Shares otherwise than on a Recognized Stock Exchange” and “—India Taxation—Buy-Back of Securities”) may not be currently creditable unless a US Holder has other foreign source income for the year in the appropriate United States foreign tax credit limitation basket. US Holders should consult their tax advisors regarding the application of Indian taxes to a disposition of an ADS or equity share and their ability to credit an Indian tax against their United States federal income tax liability.

Passive Foreign Investment Company

Based on the market prices of our equity shares and ADSs and the composition of our income and assets, including goodwill, although not clear, we do not believe we were a PFIC for United States federal income tax purposes for our taxable year ended March 31, 2014. However, the application of the PFIC rules is subject to uncertainty in several respects and, therefore, the US Internal Revenue Service may assert that, contrary to our belief, we were a PFIC for such taxable year. Moreover, although the asset test (defined below) is required to be calculated based on the fair market value of our assets, we did not do a valuation of our assets and our belief that we were not a PFIC for our taxable year ended March 31, 2014 is, in part, based on the book value of our assets. In addition, we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). A decrease in the market value of our equity shares and ADSs and/or an increase in cash or other passive assets would increase the relative percentage of our passive assets. Accordingly, we cannot assure you we will not be a PFIC for the taxable year ending on March 31, 2014 or any future taxable year.

A non-United States corporation will be a PFIC for United States federal income tax purposes for any taxable year if, applying certain look-through rules either:

• at least 75.0% of its gross income for such taxable year is passive income, or

• at least 50.0% of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income (the asset test).

For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25.0% (by value) of the stock. A separate determination

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must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our equity shares and ADSs, fluctuations in the market price of our equity shares and ADSs may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC.

If we are a PFIC for any taxable year during which you hold ADSs or equity shares, we generally will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold our equity shares or ADSs, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the equity shares or ADSs. If such election is timely made, you will be deemed to have sold the ADSs and equity shares you hold at their fair market value on the last day of the last taxable year in which we qualified as a PFIC and any gain from such deemed sale would be subject to the consequences described in the following two paragraphs. In addition, a new holding period would be deemed to begin for the equity shares and ADSs for purposes of the PFIC rules. After the deemed sale election, your equity shares or ADSs with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.

For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you recognize from a sale or other disposition (including a deemed sale discussed in the precedent paragraph and a pledge) of the ADSs or equity shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125.0% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or equity shares will be treated as an excess distribution. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over your holding period for the ADSs or equity shares;

• the amount allocated to the current taxable year, and any taxable year in your holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

• the amount allocated to each other year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

In addition, non-corporate US Holders will not be eligible for reduced rates of taxation on any dividends received from us (as described above under “—Taxation of Dividends and Other Distributions on the ADSs or Equity Shares”) if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

The tax liability for amounts allocated to taxable years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale or other disposition of the ADSs or equity shares cannot be treated as capital, even if you hold the ADSs or equity shares as capital assets.

If we are treated as PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make direct or indirect equity investments in other entities that are PFICs, you may be deemed to own shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion which the value of the ADSs and equity shares you own bears to the value of all of the ADSs and equity shares, and you may be subject to the adverse tax consequences described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you would be deemed to own. You should consult your tax advisor regarding the applicability of the PFIC rules to any of our PFIC subsidiaries

A US Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the PFIC rules described above regarding excess distributions and recognized gains. If you make a valid mark-to-market election for the ADSs or equity shares, you will include in income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or equity shares as of the close of your taxable year over your adjusted basis in such ADSs or equity shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or equity shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the ADSs or equity shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs or equity shares will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ADSs or equity shares, as well as to any loss realized on the actual sale or other disposition of the ADSs or equity shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or equity shares. Your basis in the ADSs or equity shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, any distributions that we make would generally be subject to the tax rules discussed above under “ – Taxation of Dividends and Other Distributions on the ADSs or Equity Shares,” except that the lower rate applicable to qualified dividend income (discussed above) would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in the applicable United States Treasury regulations. The NYSE is a qualified exchange. Our ADSs are listed on the NYSE and, consequently, if you are a holder of ADSs and the ADSs are regularly traded, the mark-to-market election would be available to you if we become a PFIC. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs we own, a US Holder may continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by us that are

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treated as an equity interest in a PFIC for United States federal income tax purposes. You should consult your tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.

Alternatively, if a non-United States corporation is a PFIC, a holder of shares in that corporation may avoid taxation under the PFIC rules described above regarding excess distributions and recognized gains by making a “qualified electing fund” election to include in income its share of the corporation’s income on a current basis. However, you may make a qualified electing fund election with respect to our ADSs or equity shares only if we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information.

Unless otherwise provided by the United States Treasury, each US Holder of a PFIC is required to file an annual report containing such information as the United States Treasury may require. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You should consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or equity shares.

Information Reporting and Backup Withholding

Any dividend payments with respect to ADSs or equity shares and proceeds from the sale, exchange, redemption or other disposition of ADSs or equity shares may be subject to information reporting to the US Internal Revenue Service and possible United States backup withholding. Backup withholding will not apply, however, to a US Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. US Holders who are required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. US Holders should consult their tax advisors regarding the application of the United States information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your United States federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the US Internal Revenue Service and furnishing any required information.

Additional Reporting Requirements

Certain US Holders who are individuals are required to report information relating to an interest in our ADSs or equity shares, subject to certain exceptions (including an exception for ADSs and equity shares held in accounts maintained by certain financial institutions). US Holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of our ADSs or equity shares.

F. Dividends and Paying Agents

Not applicable

G. Statements by Experts

Not applicable

H. Documents on Display

Publicly filed documents concerning our Company which are referred to in this Annual Report may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials can also be obtained from the Public Reference Room at the SEC’s principal office, 100 F Street, N.E., Washington D.C. 20549, after payment of fees at prescribed rates.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings through its Electronic Data Gathering, Analysis, and Retrieval or EDGAR, system. We have made all our filings with SEC using the EDGAR system.

I. Subsidiary Information

Not applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Analysis

See Note 24 “Financial Instruments” in Notes to consolidated financial statements for more details.

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Currency Risk

The results of our operations may be affected by fluctuations in the exchange rates between the Indian Rupee, Namibia Dollar, South African Rand and Australian Dollar against the US Dollar. This table illustrates the effect of 10% depreciation in these currencies as compared to US dollars on our operating profit for fiscal year 2014.

10% movement in currency	For Rs./ $					For AUD/ $			For NAD / $			For ZAR/ $
	(in millions)
Zinc – India		10,493		173.4			—	—		—	—		—	—
Zinc – International		1,654		27.3			—	—		1,351	22.3		1,093	18.1
Oil and gas		1,902		31.4			—	—		—	—		—	—
Iron Ore		(544	)	(9.0	)		—	—		—	—		—	—
Copper		966		16.0			659	10.90		—	—		—	—
Aluminium		6,453		106.7			—	—		—	—		—	—
Power		(486	)	(8.0	)		—	—		—	—		—	—
Total		20,439		337.8			659	10.90		1,351	22.3		1,093	18.1

We seek to mitigate the impact of short-term movements in currency on our businesses by hedging our short-term exposures based on their maturity. However, large or prolonged movements in exchange rates may have a material effect on our business, operating results, financial condition and/or prospects. We use hedging instruments to manage the currency risk associated with the fluctuations in the Indian Rupee and Australian dollar against the US dollar in line with our risk management policy. Typically, all short term exposures are managed using simple instruments such as forward contracts. As long-term exposures draw nearer, we hedge them progressively to insulate these from the fluctuations in the currency markets. A more conservative approach has been adopted for project expenditure to avoid budget overruns. Longer term exposures, except part of net investment in foreign operations exposures, are normally unhedged. However all new long-term borrowings are being hedged. In our Australian and Zinc International operations, apart from funds to meet local expenses which are denominated in the respective local currencies, we strive to retain our surplus funds in US dollar terms. These exposures are reviewed by appropriate levels of management on a monthly basis.

Hedging activities in India are governed by the RBI with whose policies we must comply. The policies under which the RBI regulates these hedging activities can change from time to time and these policies affect the effectiveness with which we manage currency risk.

We hold or issue instruments such as options, swaps and other derivative instruments for purposes of mitigating our exposure to currency risk. We have also partly hedged our foreign exchange risk in net investment in foreign operations. We do not enter into hedging instruments for speculative purposes.

Interest Rate Risk

We are exposed to interest rate risk on short-term and long-term floating rate instruments and on the refinancing of fixed rate debt. Our borrowings are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. The US dollar debt is divided between fixed and floating rates (linked to US dollar LIBOR) and the Indian Rupee debt is principally at fixed interest rates. The costs of floating rate borrowings may be affected by the fluctuations in the interest rates. We have selectively used interest rate swaps, options and other derivative instruments to manage our exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a monthly basis.

Borrowing and interest rate hedging activities in India are governed by the RBI and we have to comply with its regulations. The policies under which the RBI regulates these borrowing and interest rate hedging activities can change from time to time and can impact the effectiveness with which we manage our interest rate risk.

We have in the past held or issued instruments such as swaps, options and other derivative instruments for purposes of mitigating our exposure to interest rate risk. We do not enter into hedging instruments for speculative purposes. This table illustrates the impact of a 0.5% to 2.0% movement in interest rates on interest expense on loans and borrowings for fiscal year 2014.

Movement in interest rates	Impact of US dollar interest rates
	(in millions)
0.5%	Rs.	1,481	$	24.7
1.0%	Rs.	2,962	$	49.4
2.0%	Rs.	5,924	$	98.7

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Commodity Price Risk

We are exposed to the movement of base metal commodity prices on the London Metal Exchange. Any decline in the prices of the base metals that we produce and sell will have an immediate and direct impact on the profitability of our businesses. We use commodity hedging instruments such as forwards, swaps, options and other derivative instruments to manage our commodity price risk in our copper and zinc businesses. Currently, we use commodity forward contracts to partially hedge against changes in the LME prices of copper and zinc. We enter into these hedging instruments for the purpose of reducing the variability of our cash flows on account of volatility in commodity prices. These hedging instruments are typically of a maturity of less than one year.

Price of gas produced in some of our fields is fixed while in others it is linked to liquid fuels with a floor and ceiling mechanism and therefore has minimal exposure to market movements.

Hedging activities in India are governed by the RBI and we have to comply with its regulations. The policies under which the RBI regulates these hedging activities can change from time to time and can impact on the effectiveness with which we manage commodity price risk.

We have in the past held or issued derivative instruments such forwards, options and other derivative instruments for purposes of mitigating our exposure to commodity price risk. We do not enter into hedging instruments for speculative purposes.

This table illustrates the impact of a 10% movement in London Metal Exchange/ London Bullion Market Association, oil and iron ore prices based on fiscal year 2014 volumes, costs and exchange rates and provides the estimated impact on operating profit assuming all other variables remain constant.

10% movement in price	Change in Operating Profit
	Rs Million		$ Million
Zinc India		10,794		179.9
Zinc International		3,888		64.8
Oil		16,738		279.0
Iron ore		4		0.1
Copper		1,322		22.0
Aluminium		6,637		110.6
Total		39,383		656.4

The fair value of our open derivative positions recorded under derivative financial assets and derivative financial liabilities is as follows:

	As of March 31,
	2013				2014				2014
	Asset		Liability		Asset		Liability		Asset		Liability
	(Rs. in millions)				(Rs. in millions)				(US dollars in millions)
Current
Cash flow hedges:
— Commodity contracts		904		—		40		18		0.7		0.3
— Forward foreign currency contracts		—		3		—		306		—		5.1
Fair value hedges:
— Commodity contracts		11		—		38		3		0.6		0.1
— Forward foreign currency contracts		132		1,109		915		5,473		15.2		91.2
Net investment in foreign operation		—		182		1,918		—		32.0		—
Non-qualifying hedges:
— Commodity contracts		10		—		324		65		5.4		1.0
— Forward foreign currency contracts		—		457		—		1,605		—		26.7
—Currency swap		—		654		—		—		—		—
— Interest rate swap		—		—		—		83		—		1.4
Non Current								1
Fair value hedges:
— Interest rate Swap		—		1,282		—		1,642		—		27.4
Total		1,057		3,687		3,235		9,195		53.9		153.2

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not Applicable.

B. Warrants and Rights

Not Applicable.

C. Other Securities

Not Applicable.

D. American Depositary Shares

Our ADR facility is maintained with Citibank, N.A., or the Depositary, pursuant to a deposit agreement, dated as of September 6, 2013, among us, our Depositary and the holders and beneficial owners of our ADSs. We use the term “holder” in this discussion to refer to the person in whose name an ADR is registered on the books of the Depositary.

In accordance with the deposit agreement, the Depositary may charge fees up to the amounts described below:

	Type of Service	Fees	Payor
1.	Issuance of ADSs upon the deposit of ordinary shares (excluding issuances as a result of distributions described in paragraph 4 below).	Up to $5.00 per 100 ADSs (or any portion thereof) issued.	Person depositing ordinary shares or person receiving ADSs..
2.	Delivery of Deposited Securities (as defined under the Deposit Agreement) against surrender of ADSs.	Up to $5.00 per 100 ADSs (or any portion thereof) surrendered.	Person surrendering ADSs for purpose of withdrawal of Deposited Securities or person to whom Deposited Securities are delivered.
3.	Distribution of cash dividends or other cash distributions (i.e. sale of rights and other entitlements).	Up to $2.00 per 100 ADSs (or any portion thereof) held.	Person to whom distribution is made.
4.	Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.	Up to $5.00 per 100 ADSs (or any portion thereof) held.	Person to whom distribution is made.
5.	Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e. spin-off shares).	Up to $5.00 per 100 ADSs (or any portion thereof) held.	Person to whom distribution is made.
6.	Depositary services.	Up to $2.00 per 100 ADSs (or any portion thereof) held.	Person holding ADSs on applicable record date(s) established by the Depositary.
7.	Transfer of ADRs.	$1.50 per certificate presented for transfer.	Person presenting certificate for transfer.

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In addition, holders or beneficial owners of our ADSs, persons depositing ordinary shares for deposit and persons surrendering ADSs for cancellation and withdrawal of deposited securities will be required to pay the following charges:

• taxes (including applicable interest and penalties) and other governmental charges;

• registration fees for the registration of ordinary shares or other deposited securities on the share register and applicable to transfers of ordinary shares or other deposited securities to or from the name of the custodian, the Depositary or any nominees upon the making of deposits and withdrawals;

• certain cable, telex, facsimile and electronic transmission and delivery expenses;

• expenses and charges incurred by the Depositary in the conversion of foreign currency;

• fees and expenses incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs;

• fees and expenses incurred by the Depositary in connection with the delivery of deposited securities; and

• the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the servicing or delivery of deposited securities.

In the case of cash distributions, the applicable fees, charges, expenses and taxes will be deducted from the cash being distributed. In the case of distributions other than cash, such as share dividends, the distribution generally will be subject to appropriate adjustments for the deduction of the applicable fees, charges, expenses and taxes.

In certain circumstances, the Depositary may dispose of all or a portion of such distribution and distribute the net proceeds of such sale to the holders of ADS, after deduction of applicable fees, charges, expenses and taxes.

If the Depositary determines that any distribution in property is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may withhold the amount required to be withheld and may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and appropriate to pay such taxes or charges and the Depositary will distribute the net proceeds of any such sale after deduction of such taxes or charges to the holders of ADSs entitled to the distribution.

During the fiscal year 2014, the Depositary has reimbursed to us an amount of $2,717,402.1 (after deduction of applicable withholding taxes amounting to $1,164,493.8) in respect of investor relation expenses.

PART II

ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Re-organization Transactions

On August 17, 2013, the Re-organization Transactions consisting of the “Amalgamation and Re-organization Scheme” and the “Cairn India Consolidation” became effective.

On August 19, 2013, Sesa Goa furnished to the SEC a notice, as required under Rule 12g-3(f) under the Exchange Act which provided that Sesa Goa was the successor issuer to SIIL under the Exchange Act. Further, the equity shares of Sesa Goa with a par value of Re. 1 each, would be traded in the United States in the form of ADSs, where each ADS would represent four Sesa Goa shares and such ADSs would be deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(a) under the Exchange Act. The ADSs of Sesa Goa were registered for trading on the NYSE on September 13, 2013. On September 23, 2013, Sesa Goa submitted to SEC that the name of Sesa Goa Limited was changed to Sesa Sterlite Limited following the approval from the Registrar of Companies, Goa on September 18, 2013.

Please see “Item 5. Operating and Financial Review and Prospects – Consolidation and re-organization of Sesa Goa, SIIL, Vedanta Aluminium, Sterlite Energy and MALCO to form Sesa Sterlite and transfer of Vedanta’s shareholding in Cairn India to Sesa Sterlite”.

ADS offering in 2009

On July 16, 2009, we completed the ADS offering on the NYSE. We sold an aggregate of 131,906,011 ADSs representing 131,906,011 equity shares. The price per ADS was $ 12.15. The joint bookrunners of the ADS offering were J.P. Morgan Securities Inc. and Morgan Stanley & Co. International plc. The joint bookrunners exercised their over-allotment option to acquire an additional 8,449,221 ADSs at $ 12.15 per ADS. The aggregate price of the offering amount, including the over-allotment option, registered and sold was $ 1,602.7 million.

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The registration statement on Form F-3 (File No. 333-160580) filed by us in connection with the ADS offering was automatically effective on July 15, 2009. The net proceeds from the offering to us, after deducting underwriting discounts and commissions and offering expenses ($ 13.8 million), amounted to $ 1,588.9 million. As of March 31, 2014, we have used the entire proceeds for the purpose mentioned in the offer document.

Pursuant to the Re-organization Transactions, each holder of the SIIL ADSs, received three Sesa Sterlite ADSs for every five existing SIIL ADSs. The total outstanding Sesa Sterlite ADSs as of March 31, 2014 were 62,277,620.

Convertible Notes offering in 2009

On October 29, 2009, we completed an offering of $ 500 million aggregate principal amount of convertible senior notes. The convertible senior notes are convertible into ADSs at a conversion price of approximately $ 38.88 per ADS since the effectiveness of the Re-organization Transactions, subject to adjustment in certain events. The conversion price prior to the Re-organization Transactions was $23.33 per ADS. The convertible senior notes have a maturity date of October 30, 2014 and bear interest at the rate of 4.0% per annum. The joint bookrunners of the convertible senior notes offering were Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated.

The post-effective amendment to the registration statement on Form F-3 (File No. 333-160580) filed by us in connection with the convertible senior note offering was automatically effective on October 15, 2009. The net proceeds from the offering to us, after deducting underwriting discounts and commissions and offering expenses ($ 5 million), amounted to $ 495.0 million. As at March 31, 2014, we have used approximately $ 179.6 million towards capital expenditures and the unutilized proceeds have been invested temporarily in fixed deposits. We may use the remaining net proceeds towards the expansion of our copper business, acquisition of a complementary business outside of India and any other permissible purpose under, and in compliance with, applicable laws and regulations of India, including the external commercial borrowing regulations specified by the RBI.

Convertible Notes offering in 2009

On October 30, 2009, Sesa Goa issued 5,000 5% convertible notes of an aggregated principal amount of $500 million. These convertible notes are convertible, at the option of the holder, into ordinary shares of Sesa Sterlite at a conversion rate of 13,837.64 ordinary shares per $ 100,000 principal amount of convertible notes, which is equal to a conversion price of approximately $7.23 per ordinary share since the effectiveness of the Re-organization Transactions. These convertible notes will mature on October 31, 2014, unless earlier repurchased or redeemed by us or converted. Sesa Sterlite has the option (subject to certain conditions) to redeem these convertible notes at any time after October 30, 2012. As at March 31, 2014, 2,168 of these convertible notes were outstanding and remaining convertible notes were already converted into the equity shares of Sesa Sterlite. The net proceeds from the offering to us, after deducting underwriting discounts and commissions and offering expenses ($ 3.75 million), amounted to $ 496.25 million. The amount outstanding towards convertible notes as of March 31, 2014 was $ 216.8 million which has been fully utilized towards the purposes mentioned in the offer document.

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosure.

Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of March 31, 2014, our disclosure controls and procedures were effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Internal controls over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the IASB.

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Our internal control over financial reporting includes those policies and procedures that, (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Our management assessed the effectiveness of internal control over financial reporting as of March 31, 2014 based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2014, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The scope of our management’s assessment of the effectiveness of internal control over financial reporting includes all of our company’s consolidated operations.

Our management recognizes that there are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or override of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation, and may not prevent or detect all misstatements and can only provide reasonable assurance with respect to the preparation and presentation of our financial statements.

Our management excluded from its assessment the internal control over financial reporting at Cairn India Limited and its subsidiaries, MALCO Energy Limited, the iron ore and aluminium businesses of Sesa Sterlite Limited, Bloom Fountain Limited, Western Cluster Limited, Goa Energy Limited, Sesa Resources Limited, Goa Maritime Private Limited Sesa Mining Corporation Private Limited, Twinstar Mauritius Holding Limited, Twinstar Energy Holding Limited, which were consolidated under the merged company Sesa Sterlite Limited pursuant to the Reorganization Transactions (Refer Note 1 and 3(D) to the consolidated financial statements) which became effective on August 17, 2013, and whose financial statements constitute Rs. 1,043,875 million ($ 17,397.9 million) and Rs. 2,252,560 million ($ 37,542.7 million) of net assets and total assets respectively, Rs. 284,784 million ($ 4,746.4 million) of revenues and Rs. 18,032 million ($ 300.5 million) of profit of the consolidated financial statements as of and for the year ended March 31, 2014. Such exclusion was in accordance with SEC guidance that an assessment of a recently acquired business may be omitted in the management’s report on internal controls over financial reporting in the year of acquisition.

Changes to certain processes, information technology systems, and other components of internal control resulting from the acquisition of Cairn India and MALCO Energy Limited, iron ore, aluminium businesses of Sesa Sterlite Limited and their subsidiaries may occur and will be evaluated by management as such integration activities are implemented.

The effectiveness of our internal control over financial reporting as at March 31, 2014 has been audited by Deloitte Haskins & Sells LLP, or Deloitte, our independent registered public accounting firm, as stated in their report which is reproduced in its entirety in Item 15(c) below:

(c) Attestation Report of the Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Sesa Sterlite Limited

Panaji, Goa, India

We have audited the internal control over financial reporting of Sesa Sterlite Limited and subsidiaries (the “Company”) as of March 31, 2014, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As described in Item 15(b) ‘Management’s Annual Report on Internal Control over Financial Reporting’, the management excluded from its assessment the internal control over financial reporting at Cairn India Limited and its subsidiaries, MALCO Energy Limited, the Iron ore and Aluminium businesses of Sesa Sterlite Limited, Bloom Fountain Limited, Western Cluster Limited, Goa Energy Limited, Sesa Resources Limited, Goa Maritime Private Limited, Sesa Mining Corporation Private Limited, Twinstar Mauritius Holding Limited and Twinstar Energy Holding Limited; which were consolidated under the merged company Sesa Sterlite Limited pursuant to the Reorganization Transactions (Refer to Note 1 and 3(D) to the consolidated financial statements) which became effective on August 17, 2013, and whose financial statements constitute Rs. 1,043,875 million ($ 17,397.9 million) and Rs. 2,252,560 million ($ 37,542.7 million) of net assets and total assets respectively, Rs. 284,784 million ($ 4,746.4 million) of revenues and Rs. 18,032 million ($ 300.5 million) of profit of the consolidated financial statements as of and for the year ended March 31, 2014. Accordingly, our audit did not include the verification of internal control over financial reporting at Cairn India Limited and its subsidiaries, MALCO Energy Limited, the Iron ore and Aluminium businesses of Sesa Sterlite Limited, Bloom Fountain Limited, Western Cluster Limited, Goa Energy Limited, Sesa Resources Limited, Goa Maritime Private Limited, Sesa Mining Corporation Private Limited, Twinstar Mauritius Holding Limited and Twinstar Energy Holding Limited.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 15(b) Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A Company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other than entities mentioned above in paragraph 2, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31, 2014 of the Company and our report dated August 15, 2014 expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the convenience translation of the Indian Rupee into United States dollar amounts, and an explanatory paragraph relating to the recasting of the consolidated financial statements to reflect the Reorganization Transactions.

/s/ Deloitte Haskins & Sells LLP

Deloitte Haskins & Sells LLP

Gurgaon, India

August 15, 2014

(d) Changes in Internal Control over Financial Reporting

Management has evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred in fiscal year 2014.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Chairperson of our Audit Committee is Lalita D. Gupte. Ravi Kant, Naresh Chandra and Gurudas D. Kamat are the other members of the Audit Committee. Each of Messrs. Kant, Chandra and Kamat and Mrs. Gupte satisfy the “independence” requirements pursuant to the rules of the SEC and Rule 10A-3 of the Exchange Act. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” for the experience and qualifications of the members of the Audit Committee.

Our Board has determined that Ms. Gupte qualifies as an “audit committee financial expert” within the requirements of the rules promulgated by the SEC relating to audit committees.

ITEM 16B. CODE OF ETHICS

We have adopted a written Code of Business Conduct and Ethics that is applicable to all of our directors, executive officers and employees. We amended our Code of Business Conduct and Ethics on January 28, 2014. We added certain provisions including applicable provisions relating to the U.K. Bribery Act, 2010, particularly on meaning, scope and application of the terms bribery, corruption, fraud, gifts, entertainment and political contributions to the Company and our employees. The Code of Business Conduct and Ethics focuses on the manner in which the Company and its employees should establish and maintain its relationship with government bodies. Further, a corporate communications and disclosure policy is established by the Company that will ensure compliance with the Code of Business Conduct and Ethics and any material information relating to the Company or the group is accurately communicated to interested parties.

We have posted the code on our website at http://www.sesasterlite.com/media/33235/code_of_business_conduct_and_ethics.pdf. Information contained in our website does not constitute a part of this Annual Report. We will also make available a copy of the Code of Business Conduct and Ethics to any person, without charge, if a written request is made to us at our registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, State of Goa, 403001, India.

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our financial statements are prepared in accordance with IFRS as issued by the IASB and are audited by Deloitte Haskins & Sells LLP, a firm registered with the Public Company Accounting Oversight Board in the United States and an Indian firm of Chartered Accountants registered with the Institute of Chartered Accountants of India.

Deloitte Haskins & Sells LLP has served as our independent registered public accountant for each of the years ended March 31, 2013 and March 31, 2014 for which audited statements appear in this Annual Report. The following table shows the aggregate fees for the professional services and other services rendered by Deloitte Haskins & Sells LLP and the various member firms of Deloitte to us, including our subsidiaries, in fiscal years 2013 and 2014.

	Fiscal year
	2013		2014
	($ in thousands)
Audit fees (audit and review of financial statements)		3,355.6		2,750.2
Audit-related fees (including other miscellaneous audit related certifications)		89.9		9.6
Tax fees (tax audit, other certifications and tax advisory services)		372.0		389.5
All other fees (certification on corporate governance and advisory services)		60.0		70.5
Total		3,877.5		3,219.8

Audit Committee Pre-approval Process

Our Audit Committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the Audit Committee prior to the completion of the audit. All of the services related to our company provided by Deloitte Haskins & Sells LLP during the last fiscal year have been approved by the Audit Committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no repurchases of the equity shares of Sesa Sterlite made by or on behalf of Sesa Sterlite or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) of the Exchange Act) in fiscal year 2014.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G. CORPORATE GOVERNANCE

As our ADSs are listed on the NYSE, we are subject to the NYSE listing standards. The NYSE listing standards applicable to us, as a foreign private issuer, are considerably different from those applicable to US companies. Under the NYSE rules, we need only (i) establish an independent Audit Committee; (ii) provide prompt certification by our Chief Executive Officer of any material non-compliance with any corporate governance rules of the NYSE; (iii) provide periodic (annual and interim) written affirmations to the NYSE with respect to our corporate governance practices; and (iv) provide a brief description of significant differences between our corporate governance practices and those followed by US companies. Our Audit Committee consists of four directors: Lalita D. Gupte, who is our Chairperson, Ravi Kant, Naresh Chandra and Gurudas D. Kamat. Each of Messrs. Kant, Chandra and Kamat and Mrs. Gupte satisfy the “independence” requirements of Rule 10A-3 of the Exchange Act. A brief description of the significant differences between our corporate governance practices and those followed by US companies can be found in “Item 10. Additional Information—B. Memorandum and Articles of Association—Comparison of Corporate Governance Standards.”

260

As a foreign private issuer, we are exempt from the NYSE rules applicable to a US company requiring (i) a board of directors consisting of a majority of independent directors, (ii) a compensation committee and a nominating/corporate governance committee, (iii) shareholder approval of equity-compensation plans, (iv) the adoption and disclosure of corporate governance guidelines, and (v) the adoption and disclosure of a code of business conduct and ethics for directors, officer and employees, and the prompt disclosure of any waivers thereof for directors or executive officers.

In addition, we are deemed to be a “controlled company” under the NYSE rules. As a result, we are exempt from the NYSE rules applicable to a US company that is not a “controlled company” requiring (i) a board of directors consisting of a majority of independent directors and (ii) a compensation committee and a nominating/corporate governance committee.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18 for a list of the financial statements filed as part of this Annual Report.

ITEM 18. FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual Report, together with the report of the independent registered public accounting firms:

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Profit or Loss for the years ended March 31, 2012, 2013 and 2014

• Consolidated Statements of Comprehensive Income for the years ended March 31, 2012, 2013 and 2014

• Consolidated Statements of Cash Flow for the years ended March 31, 2012, 2013 and 2014

• Consolidated Statements of Financial Position as at March 31, 2013 and 2014

• Consolidated Statement of Changes in Equity for the years ended March 31, 2012, 2013 and 2014

• Notes to the consolidated financial statements

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ITEM 19. EXHIBITS

1.1**	Fresh Certificate of Incorporation Consequent Upon Change of Name of Sesa Sterlite Limited
1.2**	Memorandum and Articles of Association of Sesa Sterlite Limited
2.1	Form of Deposit Agreement among Sterlite Industries (India) Limited, Citibank, N.A., as Depositary, and owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder amended (including the Form of ADR) - incorporated by reference to Exhibit (a) of Amendment No. 2 to the Registration Statement on Form F-6 (File No. 333-139102), as filed with the SEC on June 15, 2007 as amended by Form of ADR incorporated by reference to Form 424B3 (File No. 333-139102), as filed with the SEC on June 28, 2010.
2.2	Form of Deposit Agreement among Sesa Goa Limited and Citibank, N.A., as Depositary and the holders and beneficial owners of American Depositary Shares issued thereunder - incorporate by reference to Exhibit 99.1 to the Form 6-K (File No. 001-33175), as filed with the SEC on September 11, 2013.
2.3	Specimen share certificate (effective as of November 30, 2006) - incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A (File No. 001-33175) as filed with the SEC on November 30, 2006.
4.1	Vedanta Resources plc Long-Term Incentive Plan - incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.2**	Vedanta Resources plc Employee Share Ownership Plan (“ESOP”) 2013
4.3**	Vedanta Resources plc ESOP Scheme 2012
4.4	Relationship Agreement dated December 5, 2003 among Vedanta, Volcan Investments Limited, Dwarka Prasad Agarwal, Agnivesh Agarwal and Anil Agarwal - incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.5	Deed of Adherence dated December 11, 2007 among Vedanta Resources plc, Volcan Investments Limited, Onclave PTC Limited and Anil Agarwal - incorporated by reference to Exhibit 4.3 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.6	Shared Services Agreement dated December 5, 2003 among Vedanta, Sterlite Optical Technologies Limited, Sterlite Gold Limited and Sterlite Industries (India) Limited, including the letter agreement dated April 13, 2006 amending the Shared Services Agreement - incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.7	Consultancy Agreement dated March 29, 2005 between Vedanta and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 10.4 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.8**	Management Services Agreement dated May 20, 2014 between Vedanta and Sesa Sterlite Limited
4.9	Representative Office Agreement dated March 29, 2005 between Vedanta and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.10**	Representative Office Agreement dated May 20, 2014 between Vedanta and Sesa Sterlite Limited
4.11	Shareholders’ Agreement between the President of India and Sterlite Opportunities and Ventures Limited dated April 4, 2002 - incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.12	Shareholders’ Agreement between Sterlite Industries (India) Limited, GoI and BALCO dated March 2, 2001 - incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-1(File No. 333-138739), as filed with the SEC on November 15, 2006.
4.13	Guarantee Agreement between the President of India, Sterlite Industries (India) Limited, Sterlite Optical Technologies Limited and Sterlite Opportunities and Ventures Limited dated April 4, 2002 - incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.14	Agreement between Vedanta Aluminium Limited and Orissa Mining Corporation Limited dated October 5, 2004 - incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.15	Mining lease between the Government of Rajasthan and HZL dated March 13, 1980 renewed on September 15, 2000 pursuant to an order of the Government of Rajasthan dated May 1, 2000 and an indenture dated September 15, 2000 - incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.16	$ 92.6 million Term Facility Agreement between Sterlite Industries (India) Limited as borrower and CALYON, Standard Chartered Bank and ICICI Bank Limited as lenders dated March 22, 2006 - incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.

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4.17	Japanese Yen 3,570 million and $ 19.65 million Term Loan Facilities Agreement between Sterlite Industries (India) Limited as borrower and ICICI Bank Limited, Sumitomo Mitsui Banking Corporation and DBS Bank Limited as lenders dated September 19, 2005 - incorporated by reference to Exhibit 10.12 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.18	$ 125 million Term Facility Agreement between HZL as borrower and ABN AMRO Bank N.V., CALYON, Standard Chartered Bank, DBS Bank Limited, Mizuho Corporate Bank, Limited., Sumitomo Mitsui Banking Corporation, The Sumitomo Trust and Banking Co., Limited., Cathay United Bank, Hua Nan Commercial Bank, National Bank of Kuwait S.A.K., Bank of Taiwan, The Export-Import Bank of the Republic of China, Chang Hwa Commercial Bank Limited., Chiao Tung Bank Co., Limited., The International Commercial Bank of China, Co. Limited., Mascareignes International Bank Ltd., Syndicate Bank, Canara Bank and The Shanghai Commercial and Savings Bank, Limited. as lenders dated July 29, 2005 - incorporated by reference to Exhibit 10.13 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.19	Rs. 7,000 million Rupee Term Facility Agreement between BALCO as the borrower and Union Bank of India, Export Import Bank of India, Uco Bank, State Bank of Travancore, State Bank of Saurashtra, State Bank of Hyderabad, State Bank of Patiala and State Bank of Indore as lenders dated August 18, 2004 - incorporated by reference to Exhibit 10.14 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.20	$ 50 million Facility Agreement between BALCO as borrower and ICICI Bank Limited, Singapore Branch, ICICI Bank Limited, Bahrain Branch and ICICI Bank Limited, Offshore Banking Unit as lenders dated November 8, 2004 - incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.21	$ 50 million Facility Agreement between BALCO as borrower and ICICI Bank Limited, ICICI Bank Limited, Bahrain Branch and ICICI Bank Limited, Offshore Banking Unit as lenders dated November 10, 2004 - incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.22	Rs. 10,000 million Facility Agreement between BALCO as borrower and Oriental Bank of Commerce, Syndicate Bank, The Jammu & Kashmir Bank Limited, Corporation Bank, Housing Development Finance Corporation Limited, State Bank of Bikaner & Jaipur, State Bank of Hyderabad, State Bank of Indore, State Bank of Mysore, State Bank of Patiala, State Bank of Saurashtra, The Federal Bank Limited, The Karnataka Bank Limited, The Karur Vysya Bank Limited, UCO Bank, Vijaya Bank, ABN AMRO Bank N.V., The Laxmi Vilas Bank Limited as lenders dated September 16, 2003 - incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.23**	Information Memorandum dated May 30, 2013 relating to the issue of 5000 rated taxable secured listed redeemable non-convertible debentures of face value of Rs. 10 Lakhs each, aggregating up to Rs. 500 Crore to be issued on a private plcamenet basis in the financial year 2013-14 by BALCO
4.24**	Disclosure document dated July 3, 2013 for private placement of secured, redeemable non-convertible debentures of Rs. 1,000,000 each aggregating up to Rs. 2500 Crores by Sterlite Industries (India) Limited
4.25**	Disclosure document dated July 3, 2013 for Private Placement of Secured, Redeemable Non-Convertible Debentures of Rs. 1,000,000 each aggregating up to Rs. 450 Crores.
4.26**	Disclosure document dated July 3, 2013, for Private Placement of Secured, Redeemable Non-Convertible Debenture of Rs. 100,000 each aggregating up to Rs. 750 Crores.
4.27**	Common Rupee Loan Agreement dated December 27, 2013 among Sesa Sterlite Limited as Borrower, the Banks and Financial Institutions set forth in Part A Schedule I, as Rupee Lenders, Axis Bank Limited, as Lenders’ Agent and Axis Trustee Services Limited as Security Trustee.
4.28**	Term Loan Agreement dated November 28, 2013 between Sesa Sterlite and Canara Bank.
4.29**	US$100,000,000 Facility Agreement dated June 20, 2008 between Vedanta Aluminium Limited as Borrower, ICICI Bank Limited as Arranger, The Banks and Financial Institutions (listed in Schedule 1) as Original Lenders and ICICI Bank Limited as Agent.
4.30**	Facility Agreement dated April 5, 2011 between Vedanta Aluminium Limited as Borrower, The Banks and Financial Institutions Set Forth in Schedule I as the Rupee Lenders and State Bank of India as the Issuing Bank and Facility Agent.
4.31**	Amendment and Restatement Agreement dated June 27, 2011 relating to the $500,000,000 Intercompany Loan Facility Agreement dated July 6, 2009 between Vedanta Aluminium as the borrower and Welter Trading Limited as the original lender and Axis Bank Limited, Hong Kong Branch as agent and Security Trustee under the Amended and Restated Facility Agreement
4.32**	$50,000,000 Facility Agreement dated January 8, 2013 among Vedanta Aluminium as the original borrower, Sterlite Industries (India) Limited as guarantor, AXIS Bank Limited, Hong Kong Branch as arranger, as original lender and as agent and AXIS Bank Limited as security trustee
4.33**	$1,200,000,000 Facility Agreement dated May 15, 2013 for Vedanta with Twin Star Mauritius Holdings Limited as borrower arranged by Bank of America, N.A., Barclays Banl Plc, Citigroup Global Markets Asia Limited, J.P. Morgan Chase Bank N.A., Singapore Branch, The Royal Bank of Scotland Plc and Standard Chartered Bank and Standard Chartered Bank (mauritius) Limited acting as account bank and Standard Chartered Bank acting as agent and security agent
4.34	Subscription Agreement between Sterlite Industries (India) Limited and the Life Insurance Corporation of India dated April 9, 2003 - incorporated by reference to Exhibit 10.18 to the Registration Statement on Form F-1(File No. 333-138739), as filed with the SEC on November 15, 2006.
4.35	Option Agreement between Sterlite Industries (India) Limited, India Foils Limited and ICICI Bank Limited dated February 18, 2005 - incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.36	Corporate Guarantee by Sterlite Industries (India) Limited to ICICI Bank Limited on behalf of India Foils Limited dated February 8, 2005 - incorporated by reference to Exhibit 10.20 to the Registration Statement on Form F-1(File No. 333-138739), as filed with the SEC on November 15, 2006.
4.37	Corporate Guarantee by Sterlite Industries (India) Limited to ICICI Bank Limited on behalf of Vedanta Aluminium Limited dated December 4, 2004 - incorporated by reference to Exhibit 10.21 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.

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4.38	Frame Contract between Sterlite Industries (India) Limited and the CMT dated July 1, 2004, as amended on July 1, 2004 - incorporated by reference to Exhibit 10.22 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.39	Copper Concentrate Purchase Contract between Sterlite Industries (India) Limited and the CMT dated July 1, 2005 - incorporated by reference to Exhibit 10.23 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.40	Agreement for Sale and Purchase of the Power Transmission Line Division between Sterlite Industries (India) Limited and Sterlite Optical Technologies Limited dated August 30, 2006 - incorporated by reference to Exhibit 10.24 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.41	Agreement between Sterlite Industries (India) Limited and Navin Agarwal dated October 8, 2003 - incorporated by reference to Exhibit 10.25 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.42**	Agreement between Sesa Goa Limited and Navin Agarwal dated August 17, 2013
4.43	Agreement between Sterlite Industries (India) Limited and Kuldip Kumar Kaura dated September 12, 2006 - incorporated by reference to Exhibit 10.26 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 15, 2006.
4.44	Letter issued by Sterlite Industries (India) Limited to Kuldip Kumar Kaura dated March 27, 2008 - incorporated by reference to Exhibit 4.28 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.45	Share Purchase Agreement between Sterlite Industries (India) Limited and Anil Agarwal dated October 3, 2006 relating to the sale of Sterlite Energy Limited - incorporated by reference to Exhibit 10.29 of Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 22, 2006.
4.46	Share Purchase Agreement between Sterlite Industries (India) Limited and Dwarka Prasad Agarwal dated October 3, 2006 relating to the sale of Sterlite Energy Limited - incorporated by reference to Exhibit 10.30 of Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 22, 2006.
4.47	Share Purchase Agreement between Sterlite Industries (India) Limited and Twin Star Infrastructure Limited dated October 3, 2006 relating to the sale of Sterlite Energy Limited - incorporated by reference to Exhibit 10.31 of Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on November 22, 2006.
4.48	Specialty Deed between CMT, Mt Lyell Mining Company Limited, Citibank Limited and Citibank, N.A. dated April 1, 1999 - incorporated by reference to Exhibit 10.36 of Amendment No. 2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on February 8, 2007.
4.49	Subordination Deed Poll between Monte Cello Corporation N.V., Citibank Limited and Citibank, N.A. dated April 1, 1999 - incorporated by reference to Exhibit 10.37 of Amendment No. 2 to the Registration Statement on Form F-1(File No. 333-138739), as filed with the SEC on February 8, 2007.
4.50	Deed of Assignment of Debt between Monte Cello Corporation N.V. and Mt Lyell Mining Company Limited dated April 1, 1999 - incorporated by reference to Exhibit 10.38 of Amendment No. 2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on February 8, 2007.
4.51	Deed of Assignment of Debt between Monte Cello Corporation N.V., Citibank Limited and Citibank, N.A. dated April 1, 1999 - incorporated by reference to Exhibit 10.39 of Amendment No. 2 to the Registration Statement on Form F-1 (File No. 333-138739), as filed with the SEC on February 8, 2007.
4.52	Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium Limited dated August 29, 2007 relating to the subscription of the Zero Percent Optionally Fully Convertible Debentures - incorporated by reference to Exhibit 4.38 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.53	Addendum dated March 17, 2008 to the Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium Limited dated August 29, 2007 relating to the subscription of the Zero Percent Optionally Fully Convertible Debentures - incorporated by reference to Exhibit 4.39 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.54	Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium Limited dated December 23, 2007 relating to the subscription of the Zero Percent Optionally Fully Convertible Debentures - incorporated by reference to Exhibit 4.40 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.55	Addendum dated March 17, 2008 to the Memorandum of Understanding between Sterlite Industries (India) Limited and Vedanta Aluminium Limited dated December 23, 2007 relating to the subscription of the Zero Percent Optionally Fully Convertible Debentures - incorporated by reference to Exhibit 4.41 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.56	Purchase and Sale Agreement dated May 30, 2008 among Asarco LLC, AR Silver Bell, Inc., Copper Basin

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	Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (U.S.A), Inc. and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.42 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.57	10,000 million Loan Agreement between Sterlite Industries (India) Limited and Vedanta Aluminium Limited dated February 4, 2008 - incorporated by reference to Exhibit 4.43 of the annual report on Form-20F for fiscal 2008 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on June 30, 2008.
4.58	Amendment No. 1 dated April 15, 2009 to the Settlement and Sale and Purchase Agreement dated March 6, 2009 among Asarco LLC, AR Silver Bell, Inc., Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (U.S.A), Inc., and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.43 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.59	Amendment No. 2 effective as of April 22, 2009 to the Settlement and Sale and Purchase Agreement dated March 6, 2009, as amended on April 15, 2009, among Asarco LLC, AR Silver Bell, Inc., Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (U.S.A), Inc., and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.44 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.60	Amendment No. 3 effective as of June 12, 2009 to the Settlement and Sale and Purchase Agreement dated March 6, 2009, as amended on April 15, 2009 and April 22, 2009, among Asarco LLC, AR Silver Bell, Inc., Copper Basin Railway, Inc., Asarco Santa Cruz, Inc., Sterlite (U.S.A), Inc., and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.45 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.61	Sterlite Plan Agreement in Principle Term Sheet dated June 12, 2009 among Asarco LLC, the subsidiary debtors, Sterlite (U.S.A), Inc., Robert C. Pate, in his capacity as the Future Claims Representative, and the Official Committee of Asbestos Claimants - incorporated by reference to Exhibit 4.46 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.62	Credit Agreement Letter dated February 7, 2005 between India Foils Limited and ICICI Bank Limited - incorporated by reference to Exhibit 4.47 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.63	Novation Agreement dated November 15, 2008 among Sterlite Industries (India) Limited, India Foils Limited and ICICI Bank Limited in respect of Rs. 772.5 million term loan facility - incorporated by reference to Exhibit 4.48 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.64	Credit Agreement Letter dated August 4, 2005 between India Foils Limited and ICICI Bank Limited - incorporated by reference to Exhibit 4.49 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.65	Novation Agreement dated November 15, 2008 among Sterlite Industries (India) Limited, India Foils Limited and ICICI Bank Limited in respect of the Rs. 250 million term loan facility - incorporated by reference to Exhibit 4.50 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.66	Rs. 55,690 million Common Rupee Loan Agreement dated June 29, 2009 among Sterlite Energy Limited, the State Bank of India as facility agent and issuing bank, IDBI Trusteeship Services Limited as security trustee and the lenders named therein - incorporated by reference to Exhibit 4.51 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.67	$ 140 million Term Loan Facility Agreement dated June 29, 2009 among Sterlite Energy Limited, India Infrastructure Finance (UK) Company Limited as lender, and the State Bank of India as facility agent - incorporated by reference to Exhibit 4.52 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.68	Sponsor Support Agreement dated June 29, 2009 among Sterlite Industries (India) Limited, Sterlite Energy Limited, and the State Bank of India as facility agent - incorporated by reference to Exhibit 4.53 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.69	Term Sheet dated May 22, 2009 between Sterlite Industries (India) Limited and Vedanta Aluminium Limited relating to the subscription of 9.75% Non-Convertible Debentures - incorporated by reference to Exhibit 4.54 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.70	Agreement dated February 18, 2009 between the Orissa Mining Corporation Limited and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.55 of the annual report on Form-20F for fiscal 2009 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on July 10, 2009.
4.71	Indenture and Supplemental Indenture, both dated October 29, 2009, between Sterlite Industries (India) Limited and Wilmington Trust Company as trustee and Citibank, N.A., as securities administrator - incorporated by reference to Exhibits 4.1 and 4.2 to the Form-6K (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on November 3, 2009.

265

4.72	Second Supplemental Indenture dated October 29, 2009, between Sesa Goa Limited and Wilmington Trust Company as trustee and Citibank N.A., as securities administrator - incorporated by reference to Exhibit 99.2 to the Form 6-K (File 001-33175) of Sesa Sterlite Limited, as filed with the SEC on September 11, 2013.
4.73**	Trust Deed dated October 30, 2009 between Sesa Goa Limited and Citicorp International Limited for the $500,000,000 5.0% Convertible Bonds due 2014 convertible into Shares of Sesa Goa Limited
4.74	Amendment dated March 29, 2009 to the Consultancy and Representative Office Agreement between Vedanta and Sterlite Industries (India) Limited both dated March 29, 2005 - incorporated by reference to Exhibit 4.56 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.75	Outsourcing Services Agreement dated April 1, 2010 between Vedanta and Sterlite Industries (India) Limited - incorporated by reference to Exhibit 4.57 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.76**	Outsourcing Services Agreement dated May 20, 2014 between Vedanta and Sesa Sterlite Limited
4.77	Share Purchase Agreement dated May 9, 2010 between Anglo Operations Limited, Taurus International S.A., Anglo South Africa Capital (Pty) Limited, Anglo American Services (UK) Limited, Welter Trading Limited and Vedanta. incorporated by reference to Exhibit 4.58 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.78	Buyer’s Credit Import Advance facility dated December 8, 2009 and Demand Promissory Note accepted on May 18, 2010 obtained by BALCO from DBS Bank Limited for $ 50 million - incorporated by reference to Exhibit 4.59 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.79	Letter of Credit Facility Agreement dated August 30, 2010 obtained by TSPL from ICICI Bank for Rs. 10,000 million - incorporated by reference to Exhibit 4.60 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.80	Share Purchase and Shareholders’ Agreement dated September 17, 2010 between Sterlite Industries (India) Limited, Leighton Contractors (India) Private Limited and Vizag General Cargo Berth Private Limited - incorporated by reference to Exhibit 4.61 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.81	Corporate Guarantee dated December 8, 2010 given by Sterlite Industries (India) Limited to IL&FS Trust Company Limited on behalf of TSPL - incorporated by reference to Exhibit 4.62 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.82	Second Deed of Amendment dated December 16, 2010 between Anglo Operations Limited, Taurus International S.A., Anglo South Africa Capital (Pty) Limited, Anglo American Services (UK) Limited, Welter Trading Limited, THL Zinc Limited, Labaume B.V., Pecvest 17 (Proprietary) Limited and Vedanta as an amendment to the Share Purchase Agreement dated May 9, 2010 - incorporated by reference to Exhibit 4.63 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.83	Letter of Credit Facility Agreement dated December 18, 2010 obtained by BALCO from ICICI Bank for Rs. 2.50 billion - incorporated by reference to Exhibit 4.64 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.84	Service Contract dated January 25, 2011 between Sterlite Industries (India) Limited and Mr. Din Dayal Jalan - incorporated by reference to Exhibit 4.65 of the annual report on Form 20-F for fiscal 2011 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on September 30, 2011.
4.85	Service Contract dated January 29, 2013 between Sterlite Industries (India) Limited and Mr. Din Dayal Jalan.
4.86**	Service Agreement dated April 1, 2014 between Sesa Sterlite Limited and Mr. Din Dayal Jalan
8.1**	List of subsidiaries of Sesa Sterlite Limited.
11.1	Sterlite Industries (India) Limited - Code of Business Conduct and Ethics as amended till November 2011 incorporated by reference to Exhibit 11.1 of the annual report on Form 20-F for fiscal 2012 (File No. 001-33175) of Sterlite Industries (India) Limited, as filed with the SEC on May 25, 2012.
11.2**	Sesa Sterlite Limited - Code of Business Conduct and Ethics as revised and approved by the board on January 28, 2014
12.1**	Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2**	Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15D-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1**	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

266

13.2**	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1**	Consent of Independent Registered Public Accounting Firm.
15.2**	Reserves evaluation report dated June 12, 2014 by DeGolyer and MacNaughton.
15.3**	Appraisal Report by DeGolyer and MacNaughton as of March 31, 2014 on the Proved Reserves of certain Fields in India owned by Cairn India Limited for Sesa Sterlite Limited.
15.4**	Appraisal Report by DeGolyer and MacNaughton as of March 31, 2013 on the Proved Reserves of certain Fields in India owned by Cairn India Limited for Sesa Sterlite Limited.
15.5**	Appraisal Report by DeGolyer and MacNaughton as of March 31, 2012 on the Proved Reserves of certain Fields in India owned by Cairn India Limited for Sesa Sterlite Limited.
15.6**	Appraisal Report by DeGolyer and MacNaughton as of March 31, 2011 on the Proved Reserves of certain Fields in India owned by Cairn India Limited for Sesa Sterlite Limited.

** Filed herewith

267

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Date: August 15, 2014

SESA STERLITE LIMITED
By:	/s/ Din Dayal Jalan
Name:	Din Dayal Jalan
Title:	Chief Financial Officer

268

Index to Consolidated Financial Statements

	Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Profit or Loss for the years ended March 31, 2012, 2013 and 2014.		F-3
Consolidated Statements of Comprehensive Income for the years ended March 31, 2012, 2013 and 2014.		F-4
Consolidated Statements of Financial Position as at April 1, 2012, March 31, 2013 and 2014.		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2012, 2013 and 2014.		F-6
Consolidated Statements of Changes in Equity for the years ended March 31, 2012, 2013 and 2014.		F-8
Notes to the Consolidated Financial Statements		F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Sesa Sterlite Limited

Panaji, Goa, India

We have audited the accompanying consolidated statements of financial position of Sesa Sterlite Limited and subsidiaries (the “Company”) as of March 31, 2014 and 2013, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended March 31, 2014, all expressed in Indian Rupees. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Sesa Sterlite Limited and subsidiaries as of March 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 15, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Our audit for the year ended and as of March 31, 2014, also comprehended the translation of Indian Rupees amounts into United States dollar amounts and, in our opinion; such translation has been made in conformity with the basis stated in Note 2. The translation of the consolidated financial statements amounts into United States dollars have been made solely for the convenience of the readers.

As discussed in Note 1, the consolidated financial statements have been retroactively adjusted to reflect the Reorganisation Transactions which were accounted for in accordance with the Company’s accounting policy for business combinations under common control as described in Note 3(D) to the consolidated financial statements.

/s/ Deloitte Haskins & Sells LLP

Deloitte Haskins & Sells LLP

Gurgaon, India

August 15, 2014

F-2

SESA STERLITE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

For the year ended March 31,			2012			2013			2014			2014
	Notes		(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million) (Note 2)
Revenue		4		598,116			722,303			725,243			12,087.4
Cost of sales				(435,993	)		(556,663	)		(557,900	)		(9,298.3	)
Gross profit				162,123			165,640			167,343			2,789.1
Other operating income				2,252			3,791			4,541			75.7
Distribution expenses				(32,151	)		(16,430	)		(12,127	)		(202.1	)
Administration expenses				(24,699	)		(23,490	)		(32,229	)		(537.2	)
Operating profit				107,525			129,511			127,528			2,125.5
Investment and other income		5		23,583			34,931			42,165			702.8
Finance and other costs		6		(46,323	)		(54,716	)		(72,821	)		(1,213.7	)
Share in consolidated profit of associate		9		4,404			—			—			—
Profit before tax				89,189			109,726			96,872			1,614.6
Income tax expense		7		(7,710	)		7,502			(34,646	)		(577.4	)
Profit for the year				81,479			117,228			62,226			1,037.2
Profit attributable to:
Equity holders of the parent				51,811			62,363			15,466			257.8
Non-controlling interests				29,668			54,865			46,760			779.4
Profit for the year				81,479			117,228			62,226			1,037.2
Earnings per share		28
Basic				17.47			21.03			5.22			0.1
Diluted				17.47			21.03			5.22			0.1
Weighted average number of equity shares used in computing earnings per share
Basic				2,965,004,871			2,965,004,871			2,965,004,871			2,965,004,871
Diluted				2,965,004,871			2,965,004,871			2,965,004,871			2,965,004,871

The accompanying notes are an integral part of these consolidated financial statements.

The Group’s (Refer note 1- Group overview) consolidated statements of profit or loss are presented disclosing expenses by function. The consolidated statements of profit or loss disclosing expenses presented by nature are in Note 33 (c).

The Group’s consolidated statements of profit or loss for the years ended March 31, 2012 and 2013 have been retroactively adjusted (referred to as “recast” in the consolidated financial statements) to give effect of common control transaction [Refer Note 1 and 3 (D)].

F-3

SESA STERLITE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million) (Note 2)
Profit for the year		81,479			117,228			62,226			1,037.2
Other comprehensive (loss)/ income, net of tax:
Items that will not be reclassified subsequently to profit or loss
Re-measurement of defined benefit obligation		(221	)		(346	)		(98	)		(1.6	)
Items that will be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations		223			24,184			44,250			737.5
Gain/(loss) on available-for-sale financial investments		(7,039	)		(512	)		(1	)		—
Cash flow hedges*#		(4,968	)		3,723			41			0.6
Reclassification of available-for-sale financial investment to profit or loss		8,240			(770	)		(116	)		(1.9	)
Total other comprehensive (loss)/income for the year, net of income tax		(3,765	)		26,279			44,076			734.6
Total Comprehensive Income		77,714			143,507			106,302			1,771.8
Total Comprehensive Income attributable to:
Equity holders of the parent		51,356			69,757			27,582			459.8
Non-controlling interests		26,358			73,750			78,720			1,312.0
		77,714			143,507			106,302			1,771.8

* Refer to Note 7 for tax related to each component of other comprehensive income/ (loss)

# Refer to Note 33(a) for amounts reclassified into profit or loss for the year out of other comprehensive income/ (loss)

The accompanying notes are an integral part of these consolidated financial statements.

The Group’s consolidated statements of comprehensive income for the years ended March 31, 2012 and 2013 have been recast to give effect of common control transaction [Refer Note 1 and 3 (D)].

F-4

SESA STERLITE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

As at		April 1, 2012		March 31, 2013		March 31, 2014		March 31, 2014
	Notes	(Rs. in million) (recast)		(Rs. in million) (recast)		(Rs. in million)		(US dollars in million) (Note 2)
ASSETS
Non-current assets
Property, plant and equipment	8a		1,112,888		1,124,501		1,114,511		18,575.2
Exploratory and evaluation assets	8b		514,521		547,131		617,570		10,292.9
Other intangible assets	8c		355		6,675		6,984		116.4
Leasehold land prepayments			1,718		2,740		3,645		60.8
Deferred tax assets	7		21,995		45,707		73,082		1,218.0
Financial assets investments	11		10,124		112		111		1.9
Derivative financial assets			894		—		—		—
Current tax asset- non-current			11,989		23,404		22,616		376.9
Other non-current assets	12		16,911		10,521		12,815		213.6
Total non-current assets			1,691,395		1,760,791		1,851,334		30,855.7
Current assets
Inventories	13		70,929		95,831		92,788		1,546.5
Current tax asset			3,718		—		4,729		78.8
Trade and other receivables	14		100,737		131,527		96,415		1,606.9
Financial assets investments	11		—		1,100		—		—
Short term investments	15		270,692		408,171		518,015		8,633.6
Derivative financial assets	24		5,540		1,057		3,235		53.9
Restricted cash and cash equivalents	16		154		706		2,463		41.1
Cash and cash equivalents	17		65,270		15,199		12,960		216.0
Total current assets			517,040		653,591		730,605		12,176.8
Assets held for sale			1,249		—		—		—
Total assets			2,209,684		2,414,382		2,581,939		43,032.5
LIABILITIES
Current liabilities
Short-term borrowings	18		129,928		178,413		161,728		2,695.5
Acceptances	19		47,560		79,486		90,718		1,512.0
Trade and other payables	20		130,488		157,194		181,661		3,027.7
Derivative financial liabilities	24		1,057		2,398		7,550		125.8
Retirement benefits			187		266		313		5.2
Provisions	21		921		792		1,126		18.8
Current tax liabilities			1,527		5,417		6,278		104.6
Total current liabilities			311,668		423,966		449,374		7,489.6
Net current assets			205,372		229,625		281,231		4,687.2
Non-current liabilities
Long-term borrowings	18		546,704		523,038		547,375		9,122.9
Deferred tax liabilities	7		268,099		252,166		289,869		4,831.2
Retirement benefits	23		1,696		1,904		1,696		28.3
Provisions	21		13,226		15,570		17,061		284.4
Derivative financial liabilities			754		1,289		1,645		27.4
Other non-current liabilities	22		8,751		13,180		12,576		209.6
Total non-current liabilities			839,230		807,147		870,222		14,503.8
Total liabilities			1,150,898		1,231,113		1,319,596		21,993.4
Net assets			1,058,786		1,183,269		1,262,343		21,039.1
EQUITY
Share capital	26		2,965		2,965		2,965		49.4
Securities premium			200,010		200,010		200,010		3,333.5
Other components of equity			3,393		10,978		23,164		386.1
Retained earnings			414,441		466,656		473,431		7,890.5
Equity attributable to equity holders of the parent			620,809		680,609		699,570		11,659.5
Non-controlling interests			437,977		502,660		562,773		9,379.6
Total Equity			1,058,786		1,183,269		1,262,343		21,039.1

The accompanying notes are an integral part of these consolidated financial statements.

Group’s consolidated statements of financial position as at April 1, 2012 and March 31, 2013 have been recast to give effect of common control transaction [Refer Note 1 and 3 (D)].

F-5

SESA STERLITE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

For the year ended March 31,	2012			2013			2014			2014
	Rs. in million (recast)			Rs. in million (recast)			Rs. in million			(US dollars in million) (Note 2)
Cash flows from operating activities
Profit for the year		81,479			117,228			62,226			1,037.2
Adjustments to reconcile profit to net cash provided by operating activities:
Income tax expense recognised in profit or loss		7,710			(7,502	)		34,646			577.4
Depreciation and amortization		61,111			117,103			121,887			2,031.5
Impairment of property, plant and equipment		—			—			3,541			59.0
Provision for doubtful debts/advances		258			(8	)		2,494			41.6
Unsuccessful exploration costs written off		709			2,822			653			10.9
Fair value gain on financial assets held for trading		(10,552	)		(14,935	)		(24,647	)		(410.8	)
Gain on sale of financial asset investments		—			(770	)		(116	)		(1.9	)
Loss/ (Profit) on sale of fixed asset, net		92			(635	)		327			5.5
Share in consolidated profit of associate		(4,404	)		—			—			—
Exchange loss/(gains), net		10,426			25,482			19,512			325.2
Gain on fair valuation of conversion option		(4,255	)		(1,438	)		(61	)		(1.0	)
Interest and dividend income		(13,031	)		(19,226	)		(17,402	)		(290.0	)
Interest expense		34,375			52,346			60,462			1,007.7
Loss recognised upon consolidation of subsidiary		3,545			—			—			—
Changes in assets and liabilities:
(Increase)/ decrease in trade and other receivables		28,213			35,198			(8,841	)		(147.3	)
(Increase)/ decrease in inventories		2,184			(25,125	)		3,402			56.7
Decrease /(increase) in other current and non-current assets		(18,624	)		3,877			9,710			161.8
Increase/(Decrease) in trade and other payable		(47,581	)		7,223			(2,694	)		(44.9	)
(Decrease)/increase in other current and non-current liabilities		(3,172	)		(23,611	)		(8,655	)		(144.2	)
Proceeds from short-term investments		1,185,908			792,246			1,174,250			19,570.8
Purchases of short-term investments		(1,101,536	)		(858,117	)		(1,294,912	)		(21,581.9	)
Cash generated from operations		212,855			202,158			135,782			2,263.3
Interest paid		(36,668	)		(48,918	)		(49,625	)		(827.1	)
Interest received		8,615			3,051			16,678			278.0
Dividends received		2,230			1,802			67			1.1
Income tax paid		(32,968	)		(60,983	)		(46,703	)		(778.4	)
Net cash from operating activities		154,064			97,110			56,199			936.9
Cash flows from investing activities
Purchases of property, plant and equipment (including intangibles)		(98,247	)		(80,194	)		(80,053	)		(1,334.2	)
Proceeds from sale of property, plant and equipment		897			150			3,864			64.4
Expenditure on Exploration and Evaluation assets		(2,998	)		(5,127	)		(15,256	)		(254.3	)
Loans repaid by related parties		64			909			1,512			25.2
Loans to related parties		(10,307	)		(26,457	)		(4,985	)		(83.1	)
Proceeds from short-term deposits		133,977			142,465			696,833			11,613.9
Purchases of short-term deposits		(111,929	)		(193,032	)		(653,889	)		(10,898.1	)
Proceed from sale of available for sale financial assets		—			8,662			1,100			18.3
Refund of purchase consideration in BMM acquisition		436			—			—			—
Purchase of investment1		(7,158	)		—			—			—
Acquisition of subsidiaries (including acquisition expenses, net of cash acquired)2		(389,559	)		—			—			—

F-6

Net changes in restricted cash and cash equivalents	(115	)	(552	)	(1,757	)	(29.3	)
Net cash used in investing activities	(484,939	)	(153,176	)	(52,631	)	(877.2	)
Cash flows from financing activities
Proceeds from/(repayment of) working capital loan, net	15,526		(653	)	(8,275	)	(137.9	)
Proceeds from acceptances	181,821		208,765		207,344		3,455.7
Repayment of acceptances	(175,413	)	(179,656	)	(197,000	)	(3,283.3	)
Proceeds from other short-term borrowings	173,504		200,422		266,446		4,440.8
Repayment of other short-term borrowings	(164,192	)	(205,483	)	(332,337	)	(5,539.0	)
Proceeds from long-term borrowings	228,279		52,084		153,323		2,555.3
Repayment of long-term borrowings	(88	)	(48,450	)	(152,264	)	(2,537.9	)
Loans from related parties	161,538		10,069		90,087		1,501.4
Loans repaid to related parties	(29,791	)	(15,527	)	(5,628	)	(93.8	)
Acquisition of non-controlling interests in a subsidiary	—		(1,835	)	—		—
Deemed dividend1	(616	)	—		—		—
Payment of dividends to equity holders of the parent, including dividend tax	(13,383	)	(9,557	)	(8,785	)	(146.4	)
Payment of dividends to non-controlling interests, including dividend tax	(4,338	)	(8,915	)	(18,271	)	(304.5	)
Proceeds from issue of shares at a subsidiary	438		591		145		2.4
Payment for buyback of shares at subsidiary [including buyback expenses]	—		—		(1,065	)	(17.7	)
Purchase of erstwhile SIIL shares3	(2,579	)	—		—		—
Net cash provided/(used in) from financing activities	370,706		1,855		(6,280	)	(104.9	)
Effect of exchange rate changes on cash and cash equivalents	1,045		4,140		473		7.9
Net (decrease)/increase in cash and cash equivalents	40,876		(50,071	)	(2,239	)	(37.3	)
Cash and cash equivalents at the beginning of the year	24,394		65,270		15,199		253.3
Cash and cash equivalents at the end of the year4	65,270		15,199		12,960		216.0
Supplementary disclosure of non-cash investing activities:
Payables for purchase of property, plant and equipment (including Exploratory and evaluation assets)	63,357		78,474		88,678		1,478.0

The accompanying notes are an integral part of these consolidated financial statements.

The Group’s consolidated statements of cash flows for the years ended March 31, 2012 and 2013 have been recast to give effect of common control transaction [Refer Note 1 and Note 3 (D)]

1. Refer note no 5(2)

2. (a) Comprises cash paid for acquisition of Cairn Rs. 419,451 million, GEL Rs. 470 million and WCL Rs 4,112 million during the fiscal year 2012. The amount of cash and cash equivalents in these companies on the dates of acquisition was Rs. 34,474 million.

(b) Acquisition of subsidiaries includes current assets of Rs 104,597 million, non-current assets of Rs 896,606 million, current liabilities of Rs. 56,967 million and non-current liabilities of Rs. 243,333 million.

3. Represents acquisition of erstwhile SIIL shares by the MALCO through open market transactions.

4. For composition refer Note 17

5. Assignment of loan receivables from related parties against loan payable to a related party amounting to US$ 916.2 million (Rs. 55,431 million) has been considered as non cash item.

F-7

SESA STERLITE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

	Attributable to equity holders of the parent
	Share capital		Securities premium		Translation of foreign operations		Available for sale financial investments			Cash flow hedges			Retained earnings			Total			Non-controlling interests			Total
Balance as at April 1, 2011(recast)		2,965		200,010		1,625		246			1,807			377,555			584,208			109,703			693,911
On account of acquisition during the year1		—		—		—		—			—			—			—			304,973			304,973
Profit for the year		—		—		—		—			—			51,811			51,811			29,668			81,479
Exchange differences on translation of foreign operations		—		—		3,491		—			—			—			3,491			(3,268	)		223
Movement in available for sale financial investments		—		—		—		(7,039	)		—			—			(7,039	)		—			(7,039	)
Reclassified to consolidated statement of profit or loss		—		—		—		8,240			—			—			8,240			—			8,240
Net movement in fair value of cash flow hedges, net of tax*#		—		—		—		—			(4,977	)		—			(4,977	)		9			(4,968	)
Re-measurement of defined benefit obligation		—		—		—		—			—			(170	)		(170	)		(51	)		(221	)
Total comprehensive income for the period		—		—		3,491		1,201			(4,977	)		51,641			51,356			26,358			77,714
Deemed Dividend (Refer Note 5)		—		—		—		—			—			(616	)		(616	)		—			(616	)
Change in Non-controlling interests		—		—		—		—			—			(756	)		(756	)		1,281			525
Dividend paid including tax on dividend		—		—		—		—			—			(13,383	)		(13,383	)		(4,338	)		(17,721	)
Balance as at March 31, 2012 (recast)		2,965		200,010		5,116		1,447			(3,170	)		414,441			620,809			437,977			1,058,786

F-8

	Attributable to equity holders of the parent
	Share capital		Securities premium		Translation of foreign operations		Available for sale financial investments			Cash flow hedges			Retained earnings			Total			Non- controlling interests			Total
Balance as at April 1, 2012 (recast)		2,965		200,010		5,116		1,447			(3,170	)		414,441			620,809			437,977			1,058,786
Profit for the year		—		—		—		—			—			62,363			62,363			54,865			117,228
Exchange differences on translation of foreign operations		—		—		5,310		—			—			—			5,310			18,874			24,184
Movement in available for sale financial investments		—		—		—		(553	)		—			—			(553	)		41			(512	)
Reclassified to consolidated statement of profit or loss				—		—		(770	)		—			—			(770	)		—			(770	)
Net movement in fair value of cash flow hedges, net of tax*#		—		—		—		—			3,632			—			3,632			91			3,723
Re-measurement of defined benefit obligation		—		—		—		—			—			(225	)		(225	)		(121	)		(346	)
Total comprehensive income for the period		—		—		5,310		(1,323	)		3,632			62,138			69,757			73,750			143,507
Adjustment for amount transferred to initial carrying amount of property, plant and equipments, net of tax		—		—		—		—			(34	)		—			(34	)		(12	)		(46	)
Change in non-controlling interests		—		—		—		—			—			(366	)		(366	)		(140	)		(506	)
Dividend paid including tax on dividend		—		—		—		—			—			(9,557	)		(9,557	)		(8,915	)		(18,472	)
Balance as at March 31, 2013 (recast)		2,965		200,010		10,426		124			428			466,656			680,609			502,660			1,183,269

F-9

	Attributable to equity holders of the parent
	Share capital		Securities premium		Translation of foreign operations		Available for sale financial investments			Cash flow hedges		Retained earnings			Total			Non- controlling interests			Total
Balance as at April 1, 2013 (recast)		2,965		200,010		10,426		124			428		466,656			680,609			502,660			1,183,269
Profit for the year		—		—		—		—			—		15,466			15,466			46,760			62,226
Exchange differences on translation of foreign operations		—		—		12,101		—			—		—			12,101			32,149			44,250
Movement in available for sale financial investments		—		—		—		(1	)		—		—			(1	)		—			(1	)
Reclassified to consolidated statement of profit or loss		—		—		—		(75	)		—		—			(75	)		(41	)		(116	)
Re-measurement of defined benefit obligation		—		—		—		—			—		(70	)		(70	)		(28	)		(98	)
Net movement in fair value of cash flow hedges, net of tax*#		—		—		—		—			161		—			161			(120	)		41
Total comprehensive income for the period		—		—		12,101		(76	)		161		15,396			27,582			78,720			106,302
Change in Non-controlling interests		—		—		—		—			—		164			164			(336	)		(172	)
Dividend paid including tax on dividend		—		—		—		—			—		(8,785	)		(8,785	)		(18,271	)		(27,056	)
Balance as at March 31, 2014		2,965		200,010		22,527		48			589		473,431			699,570			562,773			1,262,343
Balance as at March 31, 2014 (in US dollars in million)		49.4		3,333.5		375.5		0.8			9.8		7,890.5			11,659.5			9,379.6			21,039.1

1 Relates to acquisition of Cairn India Limited and Western Clusters Limited

* Refer to Note 7 for tax related to each component of other comprehensive income/(loss)

# Refer to Note 33(a) for amounts reclassified into profit or loss for the year out of other comprehensive income/(loss)

Statement of Changes in equity for the years ended March 31, 2012 and 2013 have been recast to give effect of common control transaction [Refer Note 1 and 3 (D)].

F-10

SESA STERLITE LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Group overview

Sterlite Industries (India) Limited (“SIIL”) and its consolidated subsidiaries (collectively, “Sterlite”) were principally engaged in non-ferrous metals and mining in India, Australia, Namibia, South Africa and Ireland. Sterlite is also in the business of commercial power generation and port operations in India. SIIL was incorporated on September 8, 1975 under the laws of the Republic of India and had its registered office at Tuticorin, Tamilnadu. SIIL’s shares were listed on NSE Limited and BSE Limited in India. In June 2007, SIIL completed its initial public offering of American Depositary Shares, or ADS, each representing four equity shares, and listed its ADSs on the New York Stock Exchange. In July 2009, SIIL completed its follow-on offering of an additional 131,906,011 ADSs, each currently representing four equity shares, which were listed on the New York Stock Exchange.

Consolidation and Re-organisation of Sesa Goa Limited (“Sesa Goa”), SIIL, Vedanta Aluminium Limited (“Vedanta Aluminium”), Sterlite Energy Limited (“Sterlite Energy”) and The Madras Aluminium Company Limited (“MALCO”) to form Sesa Sterlite Limited (‘SSL’ or ‘the Company’), and transfer of Vedanta’s shareholding in Cairn India Limited to SSL.

On February 25, 2012, Vedanta Resources Plc (“Vedanta”), the ultimate parent company of SIIL, Sesa Goa, Vedanta Aluminium, Sterlite Energy, and MALCO announced an all-share merger of Vedanta’s majority owned subsidiaries Sesa Goa and Sterlite to create merged entity SSL and a consolidation of various subsidiaries held within Vedanta to effect the consolidation and simplification of Vedanta’s corporate structure through two series of transactions (together the “Re-organisation Transactions” consisting of the “Amalgamation and Re-organisation Scheme” and the “Cairn India Limited Consolidation”). The Re-organisation Transactions were executed during the year ended March 31, 2014 and the name of the merged entity has been changed to Sesa Sterlite Limited with effect from September 18, 2013.

Sesa Goa has furnished to the Securities and Exchange Commission (“SEC”) a notice as required by Rule 12g-3(f) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), which states that Sesa Goa is the successor issuer to Sterlite under the Exchange Act and that the equity shares of Sesa Goa with a par value of Re. 1 each (“Sesa Goa Shares”) will be traded in the United States in the form of American Depositary Shares (“ADSs”), each ADSs representing four Sesa Goa Shares (the “Sesa Goa ADSs”) and such ADSs are deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(a) under the Exchange Act.

The Amalgamation and Re-organisation Scheme

The Amalgamation and Re-organisation Scheme has been sanctioned by the Honorable High Court of Madras vide its order dated July 25, 2013 and the High Court of Judicature of Bombay at Goa vide its order dated April 3, 2013. The Amalgamation and Re-organisation Scheme was made effective in the month of August 2013.

In accordance with the Amalgamation and Re-organisation Scheme

i. SIIL merged with and into Sesa Goa (which has been renamed as Sesa Sterlite Limited) through the issue of Sesa Goa shares to SIIL shareholders (other than MALCO) on a three for five basis resulting in the issue of 1,944,874,125 Sesa Goa shares to SIIL shareholders. The holders of SIIL ADSs received three Sesa Goa ADSs for every five existing Sterlite ADSs. The outstanding convertible bonds have become convertible bonds of Sesa Goa with equivalent rights and obligations;

ii. MALCO’s power business was sold to Vedanta Aluminium for cash consideration of Rs. 1,500 million;

iii. MALCO merged with and into Sesa Goa through the issue of Sesa Goa shares to the shareholders of MALCO on a seven for ten basis, resulting in the issue of 78,724, 989 Sesa Goa shares to the shareholders of MALCO and consequently, MALCO’s holding in SIIL was cancelled;

iv. Sterlite Energy merged with and into Sesa Goa for no consideration;

v. Vedanta Aluminium’s aluminium business demerged from Vedanta Aluminium and merged with and into Sesa Goa for no consideration. The name of Vedanta Aluminium has been changed to Malco Energy Limited with effect from 24 October 2013; and

vi. Through a separate but concurrent amalgamation under Indian and Mauritian law, Ekaterina Limited, a Mauritian company and a wholly owned subsidiary of Vedanta which held Vedanta’s 70.5% ownership interest in Vedanta Aluminium, merged with and into Sesa Goa through the issue of Sesa Goa shares to Ekaterina Limited on a one for twenty five basis resulting in issue of 72,304,334 of Sesa Goa shares. SIIL held the remaining 29.5% of the shares of Vedanta Aluminium and upon this concurrent amalgamation scheme becoming effective, Vedanta Aluminium became a wholly-owned subsidiary of SSL.

F-11

The name of the merged entity has been changed to Sesa Sterlite Limited with effect from September 18, 2013. SSL has its registered office at Panjim in State of Goa in India.

The Sesa Sterlite Limited’s shares are listed in India on the Bombay Stock Exchange and the National Stock Exchange. In connection with the merger of SIIL into Sesa Goa to form SSL, SSL has established an ADS facility and its ADSs are now listed on the New York Stock Exchange.

Cairn India Limited Consolidation

Pursuant to the share purchase agreement, dated February 25, 2012 between Bloom Fountain Limited (“BFL”), a wholly owned subsidiary of the Sesa Goa and Vedanta Resources Holdings Limited (“VRHL”), BFL acquired 38.68% shareholding in Cairn India Limited and an associated debt of USD 5,998 million by way of acquisition of Twinstar Energy Holding Limited (‘TEHL’), for a nominal cash consideration of USD 1 on a closing date which was to be mutually agreed by purchaser and seller. Closing date was determined as August 26, 2013. Consequently ,TEHL, Twin Star Mauritius Holdings Limited and Cairn India Limited (including all its subsidiaries) (“Cairn”) have become subsidiaries of Sesa Goa.

Acquisition of power assets

Through a slump sale agreement dated August 19, 2013 between Vedanta Aluminium and SSL, the power business consisting of 1,215 MW thermal power facility situated at Jharsuguda and 300 MW co-generation facility (90 MW operational and 210 MW under development) at Lanjigarh, has been purchased by SSL at a consideration of Rs. 28,929 million.

Accounting for the Re-organisation Transaction

SIIL, its wholly owned subsidiary Sterlite Energy, Vedanta Aluminium, Sesa Goa, MALCO and Cairn were all subsidiaries of Vedanta, the ultimate holding company. Accordingly, the entire Re-organisation Transactions falls within the purview of the common control business combination transactions. The accounting policies described in Note 3(D) requires that financial statements of the combined entity Sesa Sterlite to be presented on a combined basis retrospectively as if the transaction had occurred at the earliest reporting period (or from the date the entity came under common control where such a date is later) and accordingly the financial information for the fiscal years ended March 31, 2012 and 2013 have been recast giving effect to the Re-organisation Transactions. The financial statements of Cairn is consolidated from December 8, 2011, the date of its acquisition by Vedanta.

An additional consolidated statement of financial position as at April 1, 2012 has been presented as the retrospective presentation of the Re-organisation Transaction has a material effect on the information reported in the consolidated statement of financial position as at that date.

Business Overview

Post the effectiveness of the series of Re-organisation Transactions, Sesa Sterlite Limited and its consolidated subsidiaries (collectively, the “Group” or “Sesa Sterlite”) is a diversified natural resource company engaged in exploring extracting and processing minerals and oil and gas. The Group engages in the exploration, production and sale of zinc, lead, silver, copper, aluminium, iron ore, oil and gas and commercial power and have a presence across India, South Africa, Namibia, Ireland, Australia, Liberia and Sri Lanka. The Group is also in the business of commercial power generation and port operations in India.

SSL is majority owned by Twin Star Holdings Limited (“Twin Star”), Finsider International Company Limited (“Finsider”), West Globe Limited (“West Globe”) and Welter Trading Limited (“Welter”) which in turn are wholly-owned subsidiaries of Vedanta, a public limited company incorporated in the United Kingdom and listed on the London Stock Exchange. Twin Star, Finsider, West Globe and Welter held 42.0%, 13.5%, 1.5% and 1.3% respectively of SSL equity as at March 31, 2014.

The Group’s zinc India business is owned and operated by Hindustan Zinc Limited (“HZL”) in which it has a 64.9% interest as at March 31, 2014. HZL’s operations include five lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, seven sulphuric acid plants, a silver refinery and six captive power plants in the State of

F-12

Rajasthan in Northwest India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant and one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India. Operations at the Visakhapatnam facility in the State of Andhra Pradesh consisting of a zinc smelter and a sulphuric acid plant which were suspended since the last quarter of fiscal 2012, has been discontinued during the year.

The Group’s zinc international business is comprised of Skorpion mine and refinery in Namibia operated through THL Zinc Namibia Holdings (Proprietary) Limited (“Skorpion”), Lisheen mine in Ireland operated through Vedanta Lisheen Holdings Limited (“Lisheen”) and Black Mountain Mining (Proprietary) Limited (“BMM”), whose assets include the operational Black Mountain mine and the Gamsberg mine project which is in exploration stage, located in South Africa. The Group has 100% interest in Skorpion, 74% interest in BMM and 100% interest in Lisheen as at March 31, 2014.

The Group’s oil and gas business is owned and operated by Cairn and engaged in business of exploration and development and production of oil & gas, in which the Group has 58.8 % interest as at March 31, 2014. Cairn has a diversified asset base with nine blocks, one in state of Rajasthan in India, two on the west coast of India, four on the east coast of India, one in Sri Lanka and one in South Africa.

The Group’s iron ore business is wholly owned by SSL and by Sesa Resources Limited, a wholly owned subsidiary of SSL and consists of exploration, mining and processing of iron ore, pig iron and metallurgical coke and generation of power. The mining operations are carried out at Codli group and the Sonshi group of mines in state of Goa and Narrain mines situated at state of Karnataka in India. The business also has a Met Coke and Pig Iron plant in state of Goa in India. Iron ore business also has a power plant in state of Goa in India for captive use. The Group’s iron ore business is also comprised of Western Cluster Limited (“WCL”) in Liberia which has iron ore assets and is wholly owned by the Group. WCL’s assets include development rights to western cluster and a network of iron ore deposits in West Africa.

The Group’s copper business is owned and operated by SSL, Copper Mines of Tasmania Pty Ltd (“CMT”) and Fujairah Gold FZC and principally one of custom smelting and includes a copper smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in Southern India, and a refinery and two copper rod plants at Silvassa in Western India. In addition, the Group owns and operates the Mt. Lyell copper mine in Tasmania, Australia through its subsidiary, CMT, which provides a small percentage of the copper concentrate requirements, and a precious metal refinery and copper rod plant in Fujairah through its subsidiary Fujairah Gold FZC in the UAE. The operations of Mt Lyell copper mine was suspended in January 2014 following a mud slide incident. Subsequent to the year end, the operations at Mt Lyell copper mine have been put into care and maintenance since July 9, 2014 following a rock fall incident in June 2014.

The Group’s aluminium business is owned and operated by SSL and by Bharat Aluminium Company Limited (“BALCO”) in which it has a 51% interest as at March 31, 2014. SSL aluminium operations include a refinery and a 90 MW captive power plant at Lanjigarh and a smelter and a 1215 MW captive power plant at Jharsuguda both situated in the State of Odisha in India. SSL aluminium is also setting up 1.25 million tonnes smelter at Jharsuguda and the refinery expansion project being set up at Lanjigarh is currently on hold. BALCO’s operations include two bauxite mines, two power plants (of which one is being used to produce power for captive consumption), and refining, smelting and fabrication facilities in Central India.

The Group’s power business is owned and operated by SSL and by Talwandi Sabo Power Limited (“TSPL”), a wholly owned subsidiary of SSL which are engaged in the power generation business in India. SSL power operations include 2,400 MW (four units of 600 MW each) thermal coal-based commercial power facility at Jharsuguda in the State of Odisha in Eastern India and all four units of 600 MW are currently operational. TSPL had signed a power purchase agreement with the Punjab State Power Corporation Limited (“PSPCL”) for the establishment of 1,980 MW (three units of 660 MW each) thermal coal-based commercial power facilities and is a development stage enterprise in the process of constructing the power plant. The Power business also includes the 274 MW of wind power plants commissioned by HZL, 270 MW power plant at BALCO’s Korba facility which was previously for captive use before the shutdown of the 100,000 tpa aluminum smelter at Korba and 106.5 MW power plant at Malco Energy Limited (“MEL”) situated at Mettur Dam in the State of Tamil Nadu in southern India.

The Group’s other activities include Vizag General Cargo Berth Private Limited (“VGCB”) in which the Group owns a 74% interest. Vizag port project includes the mechanisation of coal handling facilities and upgradation of general cargo berth for handling coal at the outer harbour of Vishakhapatnam port on the east coast of India. VGCB commenced operations in the fourth quarter of fiscal 2013.

These consolidated financial statements of the Group were authorized for issuance by SSL board of directors on August 15, 2014.

F-13

2. Basis of preparation of financial statements

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by International Accounting Standards Board (“IASB”).

These consolidated financial statements have been prepared in accordance with the accounting policies, set out below and were consistently applied to all periods presented unless otherwise stated.

Basis of measurement

The consolidated financial statements have been prepared on the historical cost convention and on an accrual cost basis, except for derivative financial instruments, short-term investments and available-for-sale financial investments which are remeasured at fair values at the end of each reporting period as explained in the accounting policies below.

Application of new and revised standards:

The Group has adopted, with effect from April 1, 2013, the following new and revised standards and interpretations. Their adoption has not had any significant impact on the amounts reported in the financial statements.

The following new accounting Standards and amendments became effective in the current reporting period:

IAS 1: Presentation of items of other comprehensive income (Amended)

This amendment to IAS 1 requires entities to make additional disclosures in other comprehensive income such that they can be grouped into two categories (a) items which can be reclassified in the consolidated statements of profit or loss at a future period and (b) items that will not be reclassified in future period when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis. These amendments have been applied retrospectively and affected the presentation of items of comprehensive income and had no impact on the financial performance of the Group.

IAS 19 (Revised 2011): Employee benefits

The IAS 19 (Revised 2011) Employee benefits has introduced amendments to the accounting for defined benefits plans and termination benefits. It requires all actuarial gains and losses arising on defined benefits plans to be recognised immediately in other comprehensive income and requires the expected return on plan assets which is recognised in the consolidated statements of profit or loss to be calculated based on the rate used to discount the defined benefit obligation. This differs from the Group’s previous policy which was to charge any actuarial gains and losses to the consolidated statements of profit or loss. Hence the Group has recognised all actuarial gains and losses arising from defined benefits plans in other comprehensive income. The Group has calculated the expected return on plan assets based on the discount rate applied for defined benefit obligation. The amendments also include a revised definition of short-term and long-term benefits to employees and revised criteria for termination benefits.

The group has applied the standard retrospectively in accordance with the transitional provisions. The adoption of amendments in IAS 19 (Revised 2011) have not significantly impacted the consolidated financial statements.

F-14

IFRIC 20: Stripping Costs in the Production Phase of a Surface Mine

IFRIC 20 specifies the accounting for costs associated with waste removal (stripping) during the production phase of a surface mine. When the benefit from the stripping activity is realised in the current period, the stripping costs are accounted for as the cost of inventory. When the benefit is the improved access to ore in future periods, the costs are recognised as a non-current asset, if certain criteria are met. After initial recognition and once the production begins, the stripping activity asset is depreciated on a systematic basis (unit of production method) over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

In accordance with the requirements of IFRIC 20, the Group has applied this interpretation for production stripping costs occurring on or after the beginning of the earliest period presented, with any previously recognised stripping asset balance to be reclassified as part of an existing asset to which the stripping activity relates and where there remains an identifiable component of the associated ore body. As a result of adoption of IFRIC 20, the two key changes to the Group’s existing accounting policy was the recognition of the production stripping cost as an assets upon initial recognition and its depreciation based on unit of production basis compared to recognising the stripping cost in the statements of profit or loss. Accordingly, the application of IFRIC 20 has resulted in an increase in capitalisation of stripping costs and depreciation and consequential adjustment to cost of sales and inventories.

IFRIC 20 has impacted the accounting for production stripping at HZL’s Rampura Agucha Mine and SSL’s iron ore mining at Goa. Application of IFRIC 20 has resulted in an adjustment to increase the stripping asset by Rs. 314 million, Rs 939 million and Rs 792 million ($13.2 million) and with a corresponding increase in profit after tax by Rs. 206 million, Rs 563 million and Rs 540 million ($9.0 million) for the year ended March 31, 2012, March 31, 2013 and March 31, 2014 respectively.

IFRS 7: Disclosure-Offsetting financial assets and financial liabilities

IFRS 7 requires additional disclosures in connection with assets and liabilities which are offset under a master netting agreement or similar agreement. The amendments to IFRS 7 have not impacted the Group’s financial statements, as the group does not have any offsetting arrangement in place.

IFRS 10: Consolidated financial statements

IFRS 10 provides a single basis for the preparation and presentation of consolidated financial statements regardless of the nature of the investee and that basis is control. The investor controls an investee when it has power over the investee or is exposed to, or has rights to variable returns from its involvement with the investee and has ability to affect those returns through its power over the investee. This definition replaces the previous guidance on control and consolidation under IAS 27 (Separate Financial Statements) and Standing Interpretations Committee (“SIC”) 12 (Consolidation-Special Purpose Entities). IFRS 10 does not have any impact on the financial statements of the Group.

IFRS 11: Joint arrangements

IFRS 11 (Joint Arrangements) replaced IAS 31 (Interest in Joint Ventures) and SIC 13 (Jointly Controlled Entities- Non-monetary Contributions by Venturers), and requires investments in joint arrangements to be classified as either joint ventures or joint operations based on the rights and obligations of the parties to the arrangement. In a joint venture, the parties sharing joint control of the arrangement have rights to the net assets and must account for their interests in the arrangement using the equity method. In a joint operation, the parties have rights to the assets and obligations for the liabilities and must account for the assets and liabilities, revenues and expenses for which they have rights or obligations in accordance with IFRS, including their share of such items held or incurred jointly. The standard removes the option to account for joint ventures using proportionate consolidation and instead joint arrangements that meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method. IFRS 11 does not have any impact on the financial statements of the Group.

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IFRS 12: Disclosure of interest in other entities

IFRS 12 applies to entities that have an interest in a subsidiary, a joint arrangement, and an associate or unconsolidated structured entities. IFRS 12 requires an entity to disclose information that enables users of financial statements to evaluate the nature and risk associated with the interest in other entities. These disclosures are set out in Note 10 to the financial statements for the year ended 31 March 2014.

IFRS 13: Fair value measurement:

IFRS 13 provides for a single framework for measuring fair value for both financial instrument items and non-financial items when such measurements are required or permitted by other standards, except in specified circumstances.

IFRS 13 gives a new definition of fair value for financial reporting purposes, defined as the price that would be received to sell an asset of paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether the price is directly observable or estimated using another valuation technique.

IFRS 13 also requires specific disclosures on fair value measurements. These disclosures extend some of the existing disclosure requirements in other standards, including IFRS 7 Financial Instruments: Disclosures. The application of IFRS 13 has not materially affected the fair value measurements carried out by the Group. The adoption of IFRS 13 resulted in additional disclosure in the financial statements. The impact and disclosures are set out in Note 24 to the financial statements for the year ended March 31, 2014.

Going concern

The consolidated financial statements have been prepared in accordance with the going concern basis of accounting.

Convenience translation

The consolidated financial statements are presented in Indian Rupee, the functional and presentational currency of the Company. Solely for the convenience of readers, the consolidated financial statements as at and for the year ended 31 March 2014 have been translated into US dollars (“$”) at the noon buying rate of $ 1.00 = Rs. 60.00 in the City of New York for cable transfers of Indian Rupee as certified for customs purposes by the Federal Reserve Bank of New York on 31 March 2014. No representation is made that the Indian Rupee amounts represent US dollar amounts or have been, could have been or could be converted into US dollars at such a rate or any other rate.

3. Significant accounting policies

A. Basis of consolidation

Subsidiary:

The consolidated financial statements incorporate the results of SSL and all its subsidiaries, being the entities that it controls. Control is evidenced where the Group has power over the investee or is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Power is demonstrated through existing rights that give the ability to direct relevant activities, which significantly affect the entity returns.

The financial statements of subsidiaries are prepared for the same reporting year as the parent company. Where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies in line with accounting policies of the Group.

For non-wholly owned subsidiaries, a share of the profit for the financial year and net assets is attributed to the non-controlling interests as shown in the consolidated statements of profit or loss, consolidated statements of comprehensive income and consolidated statements of financial position.

For acquisitions of additional interests in subsidiaries, where there is no change in control, the Group recognises a reduction to the non-controlling interest of the respective subsidiary with the difference between this figure and the cash paid, inclusive of transaction fees, being recognised in retained earnings. In addition, upon dilution of controlling interests the difference between the cash received from sale or listing of the subsidiary shares and the increase to non-controlling interest is also recognised in retained earnings. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of profit or loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, have been eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated unless costs cannot be recovered.

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Joint arrangements:

A Joint arrangement is an arrangement of which two or more parties have joint control of a joint operation or joint venture. Joint control is considered when there is contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement and have rights to the net assets of the arrangement.

The Group has joint operations within its oil and gas segment and participates in several unincorporated joint operations which involve the joint control of assets used in oil and gas exploration and producing activities. The Group accounts for its share of assets, liabilities, income and expenditure of joint operations in which the Group holds an interest, classified in the appropriate balance sheet and statement of profit or loss headings.

B. Investments in associates

Investments in associates are accounted for using the equity method. An associate is an entity over which the Group is in a position to exercise significant influence over operating and financial policies. Goodwill arising on the acquisition of associates is included in the carrying value of investments in associate.

Investment in associates is initially recorded at the cost to the Group and then, in subsequent periods, the carrying value is adjusted to reflect the Group’s share of the associate’s consolidated profits or losses, other changes to the associate’s net assets and is further adjusted for impairment losses, if any. The consolidated statements of profit or loss and consolidated statements of comprehensive income include the Group’s share of associate’s results, except where the associate is generating losses, share of such losses in excess of the Group’s interest in that associate are not recognized. Losses recognised under the equity method in excess of the Group’s investment in ordinary shares are applied to the other components of the Group’s interest that forms part of Company’s net investment in the associate in the reverse order of their seniority (i.e. priority in liquidation).

Additional losses are provided for, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment of the asset transferred.

C. Revenue recognition

Revenues are measured at the fair value of the consideration received or receivable, net of discounts, volume rebates, outgoing sales taxes, excise duty and other indirect taxes. Revenues from sales are recognised when all significant risks and rewards of ownership of the commodity sold are transferred to the customer and the commodity has been delivered to the shipping agent. Revenues from sale of by-products are included in revenue.

Certain of the Group’s sales contracts provide for provisional pricing based on the price on The London Metal Exchange (“LME”), as specified in the contract, when shipped. Final settlement of the price is based on the applicable price for a specified future period. The Group’s provisionally priced sales are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in revenue.

Revenue from oil, gas and condensate sales represent the Group’s share of oil, gas and condensate production, recognised on a direct entitlement basis, and tariff income received for third party use of operating facilities and pipelines in accordance with agreements.

Revenue from sale of power is recognised when delivered and measured based on rates as per bilateral contractual agreements with buyers and at rate arrived at based on the principles laid down under the relevant Tariff Regulations as notified by the regulatory bodies, as applicable.

When the Group acts as a port operator, revenues and costs relating to each construction contract of service concession arrangements are recognised over the period of each arrangement only to the extent of costs incurred that are probable of recovery. Revenues and costs relating to operating phase of the port contract are measured at the fair value of the consideration received or receivable for the services provided.

Revenue from rendering of services is recognised on the basis of work performed.

Dividend income is recognised when the right to receive payment is established. Interest income is recognised using the effective interest rate method.

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D. Business combinations

Acquisitions are accounted for under the purchase method. The acquirer’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3, are recognised at their fair value at the acquisition date.

Excess of purchase consideration and the acquisition date non-controlling interest over the acquisition date fair value of identifiable assets acquired and liabilities assumed is recognised as goodwill. Goodwill arising on acquisitions is reviewed for impairment annually. Where the fair values of the identifiable assets and liabilities exceed the cost of acquisition, the surplus is credited to the consolidated statements of profit or loss in the period of acquisition. Where it is not possible to complete the determination of fair values by the date on which the first post-acquisition financial statements are approved, a provisional assessment of fair value is made and any adjustments required to those provisional fair values are finalised within 12 months of the acquisition date.

The Group makes adjustments to the provisional fair value amounts recognised at the date of acquisition to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognised as of that date. The Group applies the measurement period adjustments retrospectively to the consolidated financial statements to reflect the measurement period adjustments as retrospectively recorded on the date of the acquisition as if measurement period adjustments had been recorded initially at the date of acquisition.

Any non-controlling interest in an acquiree is measured at fair value or as the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. This accounting choice is made on a transaction by transaction basis.

Acquisition expenses are charged to consolidated statements of profit or loss in line with IFRS 3.

Common Control transactions

A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination and the control is not transitory. The transactions between entities under common control are scoped out of IFRS 3 and there is no authoritative literature for these transactions under IFRS. As a result, the Group adopted accounting principles similar to the pooling-of-interest method based on the predecessor values. The assets and liabilities of the acquired entity are recognised at the book values recorded in the ultimate parent entity’s consolidated financial statements with the exception of certain income tax and deferred tax benefits which have been recognised retrospectively. The components of equity of the acquired companies are added to the same components within Group equity except that any share capital and investments in the books of the acquiring entity is cancelled and the differences, if any, is adjusted in the opening retained earnings. The Company’s shares issued in consideration for the acquired companies are recognised from the date the acquired companies are included in these financial statements and the financial statements of the commonly controlled entities would be combined, retrospectively, as if the transaction had occurred at the beginning of the earliest reporting period presented. However, the prior years’ comparative information is only adjusted for periods during which the entities were under common control.

E (a) Property, plant and equipment

(i) Mining properties and leases: The costs of mining properties, which include the costs of acquiring and developing mining properties and mineral rights, are capitalised as property, plant and equipment under the heading “Mining properties” in the year in which they are incurred.

When a decision is taken that a mining property is viable for commercial production (i.e. when the Group determines that the mining property will provide sufficient and sustainable return relative to the risks and the Group decided to proceed with the mine development), all further pre-production primary development expenditure other than land, buildings, plant and equipment, etc. is capitalised as part of the cost of the mining property until the mining property is capable of commercial production. From that point, capitalised mining properties are amortised on a unit-of-production basis over the total estimated remaining commercial reserves of each property or group of properties and are subject to impairment review.

Exploration and evaluation assets are recognized as assets at their cost of acquisition, subject to meeting the commercial production criteria as above and are subject to impairment review on annual basis, or more frequently if indicators of impairment exist.

The stripping cost incurred during the production phase of an surface mine is deferred to the extent the current period stripping cost exceeds the average period stripping cost over the life of mine and recognised as an asset if such cost provides a benefit in terms of improved access to ore in future periods and certain criteria are met. When the benefit from the stripping costs are realised in the current period, the stripping costs are accounted for as the cost of inventory.

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Deferred stripping cost are included in mining properties within property, plant and equipment and disclosed as a part of mining properties. After initial recognition, the stripping activity asset is depreciated on a unit of production method over the expected useful life of the identified component of the ore body.

In circumstance, where a property is abandoned, the cumulative capitalised costs relating to the property are written off in the same period.

Commercial reserves are proved and probable reserves. Changes in the commercial reserves affecting unit of production calculations are dealt with prospectively over the revised remaining reserves.

(ii) Oil and gas assets- (developing/producing assets)

For oil and gas assets a successful efforts based accounting policy is followed. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the consolidated statements of profit or loss.

All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons has been demonstrated are capitalised within property, plant and equipment - development/producing assets on a field-by-field basis. Subsequent expenditure is capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. Any remaining costs associated with the part replaced are expensed.

Net proceeds from any disposal of development/producing assets are credited against the previously capitalised cost. A gain or loss on disposal of a development/producing asset is recognised in the consolidated statements of profit or loss to the extent that the net proceeds exceed or are less than the appropriate portion of the net capitalised costs of the asset.

(iii) Other property, plant and equipment

The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use. It also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and maintenance, are normally charged to the consolidated statements of profit or loss in the period in which the costs are incurred. Major inspection and overhaul expenditure are capitalised.

(iv) Assets in the course of construction

Assets in the course of construction are capitalised in the assets under construction account. At the point when an asset is capable of operating in the manner intended by management, the cost of construction is transferred to the appropriate category of property, plant and equipment. Costs associated with the commissioning of an asset are capitalised until the period of commissioning has been completed and the asset is ready for its intended use.

(v) Depreciation

Mining properties and other assets in the course of development or construction and freehold land are not depreciated.

• Mining properties:

Capitalised mining properties costs are amortised once commercial production commences, as described in “Property, plant and equipment - mining properties”.

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• Oil and gas assets:

All expenditures carried within each field are amortised from the commencement of production on a unit of production basis, which is the ratio of oil and gas production in the period to the estimated quantities of commercial reserves at the end of the period plus the production in the period, generally on a field-by-field basis or group of fields which are reliant on common infrastructure.

Commercial reserves are proven and probable oil and gas reserves, which are defined as the estimated quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible.

Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future field development costs required to access commercial reserves. Changes in the estimates of commercial reserves or future field development costs are dealt with prospectively.

• Other assets:

Other buildings, plant and equipment, office equipment and fixtures, and motor vehicles are stated at cost less accumulated depreciation and any provision for impairment. Depreciation commences when the assets are ready for their intended use.

Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Buildings:
— Operations	17-30 years
— Administration	5-58 years
Plant and equipment	3-21 years
Office equipment and fixtures	3-20 years
Motor vehicles	2-11 years

Major inspection and overhaul costs are depreciated over the estimated life of the economic benefit derived from such costs. The carrying amount of the remaining previous overhaul cost is charged to the consolidated statements of profit or loss if the next overhaul is undertaken earlier than the previously estimated life of the economic benefit.

The Group reviews the residual value and useful life of an asset at least at each financial year-end and, if expectations differ from previous estimates, the change(s) is accounted for as a change in accounting estimate.

(b) Exploratory and evaluation assets

Exploration and evaluation expenditure incurred after obtaining the mining right or the legal right to explore are capitalised as Exploratory and evaluation assets (intangible assets) and stated at cost less impairment. Exploration and evaluation assets are transferred to property, plant and equipment when the technical feasibility and commercial viability has been determined. Exploration and evaluation assets are assessed for impairment and losses, if any, is recognised prior to reclassification. Exploration and evaluation expenditure incurred prior to obtaining the mining right or the legal right to are expensed as incurred.

Expenditure incurred on the acquisition of a licence interest is initially capitalised on a licence-by-licence basis. Costs are held, un-depleted, within exploration and evaluation assets until such time as the exploration phase on the licence area is complete or commercial reserves have been discovered.

Exploration expenditure incurred in the process of determining oil and gas exploration targets is capitalised within “Exploration and evaluation assets” (intangible assets) and subsequently allocated to drilling activities. Exploration drilling costs are initially capitalised on a well-by-well basis until the success or otherwise of the well has been established. The success or failure of each exploration effort is judged on a well-by-well basis.

Following appraisal of successful exploration wells, if commercial reserves are established and technical feasibility for extraction demonstrated, then the related capitalised exploration costs are transferred into a single field cost centre within property, plant & equipment - development/producing assets after testing for impairment. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs are written off to the consolidated statements of profit or loss.

Net proceeds from any disposal of an exploration asset are initially credited against the previously capitalised costs. Any surplus proceeds are credited to the consolidated statements of profit or loss.

(c) Other intangible assets

Intangible assets arising out of service concession arrangements are accounted for as intangible assets where the Group has a contractual right to charge users of services when the projects are completed and is measured at the cost of such construction services completed. Such assets are amortised on straight line basis over the balance of license period.

F. Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-current assets and disposal groups classified as held for sale are not depreciated and are measured at the lower of carrying amount and fair value less costs to sell. Such assets and disposal groups are presented separately on the face of the consolidated statements of financial position.

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G. Financial instruments

(i). Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Financial assets and liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: financial asset investments, short-term investments, cash and cash equivalents, loans and receivables.

(a) Financial asset investments

Financial asset investments are classified as available-for-sale and are recorded at its fair value plus transaction costs that are directly attributable to the acquisition of financial asset investments and then remeasured at subsequent reporting dates to fair value. Unrealized gains and losses on financial asset investments are recognised directly in the consolidated statements of comprehensive income. Upon disposal or impairment of the investments, the gains and losses in other comprehensive income are reclassified into the consolidated statements of profit or loss.

Investments in unquoted equity instruments that do not have a market price and whose fair value cannot be reliably measured are measured at cost. Equity investments are recorded in non-current assets unless they are expected to be sold within one year.

(b) Short-term investments

Short-term investments represent short-term marketable securities and other bank deposits with an original maturity more than three months.

Short-term marketable securities are categorized as held for trading and are initially recognised at fair value with any gains or losses arising on remeasurement recognised in the consolidated statements of profit or loss.

(c) Cash and cash equivalents

Cash and cash equivalents in the consolidated statements of financial position comprise cash at bank and in hand, and short-term deposits which have a maturity of three months or less from the date of acquisition, and are unrestricted as to withdrawal and usage.

(d) Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Trade receivables are stated at their transaction value as reduced by appropriate allowances for estimated irrecoverable amounts.

Loans and other receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate (EIR) method.

(ii) Non-derivative financial liabilities

The Group initially recognises debt securities issued on the date that they are originated. All other financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial liabilities: Borrowings, Foreign currency convertible notes, trade and other payables.

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(a) Borrowings

Interest bearing loans and borrowings are initially recorded at the proceeds received. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the EIR method.

Amortised cost is calculated by taking into account the finance charges, including premiums payable on settlement or redemption and direct issue costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the consolidated statements of profit or loss. The unamortised portion is classified with the carrying amount of debt.

(b) Foreign currency convertible notes

Convertible notes issued in foreign currency are convertible at the option of the holder into ordinary shares of the Company according to the terms of the issue. The conversion option which is not settled by exchanging a fixed amount of cash for a fixed number of shares is accounted for separately from the liability component as derivative and initially accounted for at fair value. The liability component is recognized initially at the difference between the fair value of the note and the fair value of the conversion option. Directly attributable notes issue costs are allocated to the liability component and the conversion option (expensed off immediately) in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component is measured at amortised cost using the effective interest method. The conversion option is subsequently measured at fair value at each reporting date, with changes in fair value recognized in consolidated statements of profit or loss. The conversion option is presented together with the related liability.

(c). Trade and other payables

Trade and other payables are recognised at their transaction cost, which is its fair value, and subsequently measured at amortised cost.

(iii). Derivative financial instruments

In order to hedge its exposure to foreign exchange, interest rate, and commodity price risks, the Group enters into forward, option, swap contracts and other derivative financial instruments. The Group does not hold derivative financial instruments for speculative purposes.

Derivative financial instruments are initially recorded at their fair value on the date of the derivative transaction and are re-measured at their fair value at subsequent financial position dates.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Hedge accounting is discontinued when the Group revokes the hedge relationship, the hedging instrument or hedged item expires or is sold, terminated, or exercised or no longer meets the criteria for hedge accounting.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in the consolidated statements of comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated statements of profit or loss. The cumulative gain or loss previously recognized in the consolidated statements of comprehensive income remains there until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in the consolidated statements of comprehensive income is transferred to the carrying amount of the asset when it is recognized. In other cases the amount recognized in the consolidated statements of comprehensive income is transferred to consolidated statements of profit or loss in the same period that the hedged item affects profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in the consolidated statements of comprehensive income is transferred to consolidated statements of profit or loss.

For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign currency, the gain or loss is reported in the consolidated statements of comprehensive income as part of the exchange difference on translation of foreign operations to the extent it is effective. Any ineffective portions of net investment hedges are recognized in other income/expense in current earnings during the period of change. Under a hedge of a net investment, the cumulative gain or loss remains in the consolidated statements of comprehensive income when the hedging instrument expires or is sold, terminated or exercised, or when the hedge no longer qualifies for hedge accounting or the Group revokes designation of the hedge relationship. The cumulative gain or loss is recognised in the consolidated statements of profit or loss as part of the profit on disposal when the net investment in the foreign operation is disposed.

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Derivative financial instruments that do not qualify for hedge accounting are marked to market at the financial position date and gains or losses are recognized in the consolidated statements of profit or loss immediately.

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated statements of profit or loss.

H. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

I. Borrowing costs

Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalised and added to the project cost during construction until such time that the assets are substantially ready for their intended use i.e. when they are capable of commercial production. Borrowing costs relating to the construction phase of a service concession arrangement is capitalised as part of the cost of the intangible asset. Where funds are borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where surplus funds are available out of money borrowed specifically to finance a project, the income generated from such short-term investments is also capitalised and deducted from the total capitalised borrowing cost. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the year.

All other borrowing costs are recognized in the consolidated statements of profit or loss in the year in which they are incurred.

J. Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

Significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognized in the consolidated statements of profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognized previously in the consolidated statements of comprehensive income is transferred to the consolidated statements of profit or loss on recognition of impairment. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognized in the consolidated statements of profit or loss. For available-for-sale financial assets that are equity securities, the change in fair value is recognized directly in the consolidated statements of comprehensive income.

The allowance accounts in respect of trade and other receivables are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amounts are considered irrecoverable and are written off against the financial asset directly.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a

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pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount.

Impairment losses are recognized in the consolidated statements of profit or loss. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognized.

K. Government grants

Government grants are not recognised until there is a reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants relating to tangible fixed assets are treated as deferred income and released to the consolidated statements of profit or loss over the expected useful lives of the assets concerned. Other grants are credited to the consolidated statements of profit or loss as and when the related expenditure is incurred.

L. Inventories

Inventories (other than immaterial by-products and scrap) including work-in-progress are stated at the lower of cost and net realisable value, less any provision for obsolescence. Cost is determined on the following bases:

• purchased copper concentrate is recorded at cost on a first-in, first-out (“FIFO”) basis; all other materials including stores and spares are valued on a weighted average basis;

• finished products are valued at raw material cost plus costs of conversion, comprising labor costs and an attributable proportion of manufacturing overheads based on normal levels of activity and are moved out of inventory on a FIFO basis; and

Immaterial by-products and scrap are valued at net realisable value.

Net realisable value is determined based on estimated selling price, less further costs expected to be incurred to completion and disposal.

M. Taxation

Tax expense represents the sum of current tax and deferred tax.

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting date and includes any adjustment to tax payable in respect of previous years.

Subject to exceptions below, deferred tax is provided, using the balance sheet method, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes:

• tax payable on the future remittance of the past earnings of subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future;

• deferred income tax is not recognised on goodwill which is not deductible for tax purposes or on the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Tax relating to items recognized directly in other comprehensive income is recognised in the consolidated statements of comprehensive income and not in the consolidated statements of profit or loss.

F-24

The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

N. Retirement benefit schemes

The Group operates or participates in a number of defined benefits and defined contribution pension schemes, the assets of which are (where funded) held in separately administered funds. For defined benefit pension schemes, the cost of providing benefits under the plans is determined by actuarial valuation separately each year for each plan using the projected unit credit method by independent qualified actuaries as at the year end.

Actuarial gains and losses arising in the year are recognised in full in other comprehensive income and are not recycled to the profit or loss. For defined contribution schemes, the amount charged to the consolidated statements of profit or loss in respect of pension costs and other post-retirement benefits is the contributions payable in the year.

Net interest is calculated by applying a discount rate to the net defined benefit liability or asset at the beginning of the period. Defined benefit costs are split into current service cost, past service cost, net interest cost or income and remeasurement and gains and losses on curtailments and settlements. Current service cost and past service cost, net interest/income is recognised within cost of sales, administrative expenses and distribution expenses.

O. Share based payments

The Company does not have any outstanding share based payments. Vedanta offers certain share based incentives under the Long-Term Incentive Plan (“LTIP”) to employees and directors of the Company and its subsidiaries. Vedanta recovers the proportionate cost (calculated based on the grant date fair value of the options granted) from the respective group companies, which is charged to the consolidated statements of profit or loss.

Certain employees of Cairn receive part of their remuneration in the form of share based transactions, whereby employees render services in exchange for shares or rights over shares (‘equity settled transactions’). The cost of equity-settled transactions with employees is measured at fair value at the date of grant and recognised over vesting period.

P. Provisions for liabilities and charges

Provisions represent liabilities to the Group for which the amount or timing is uncertain. Provisions are recognized when the Group has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognized in the consolidated statements of profit or loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.

Q. Restoration, rehabilitation and environmental costs

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing production of a mine or oil fields. Such costs, discounted to net present value, are provided for and a corresponding amount is capitalised at the start of each project, as soon as the obligation to incur such costs arises. These costs are charged to the statement of profit or loss over the life of the operation through the depreciation of the asset and the unwinding of the discount on the provision. The cost estimates are reviewed periodically and are adjusted to reflect known developments which may have an impact on the cost estimates or life of operations. The cost of the related asset is adjusted for changes in the provision due to factors such as updated cost estimates, changes to lives of operations, new disturbance and revisions to discount rates. The adjusted cost of the asset is depreciated prospectively over the lives of the assets to which they relate. The unwinding of the discount is shown as finance and other cost in the consolidated statements of profit or loss.

Costs for the restoration of subsequent site damage, which is caused on an ongoing basis during production, are charged to the consolidated statements of profit or loss as extraction progresses. Where the costs of site restoration are not anticipated to be material, they are expensed as incurred.

R. Foreign currency translation

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. For all principal operating subsidiaries, the functional currency is the local currency of the country in which it operates.

F-25

In the financial statements of individual group companies, transactions in currencies other than the functional currency are translated into the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in other currencies are translated into the functional currency at exchange rates prevailing on the reporting date. Non-monetary assets and liabilities denominated in other currencies and measured at historical cost or fair value are translated at the exchange rates prevailing on the dates on which such values were determined. All exchange differences are included in the consolidated statements of profit or loss except any exchange differences on monetary items designated as an effective hedging instrument of the currency risk of designated forecasted sales, which are recognized in the consolidated statements of comprehensive income.

For the purposes of the consolidated financial statements, items in the consolidated statements of profit or loss of those entities for which the Indian Rupees (functional currency of the Company) is not the functional currency are translated into Indian Rupees at the average rates of exchange during the year. The related consolidated statements of financial position are translated at the rates as at the reporting date. Exchange differences arising on translation are recognised in the consolidated statements of comprehensive income. On disposal of such entities the deferred cumulative exchange differences recognised in equity relating to that particular foreign operation are recognised in the consolidated statements of profit or loss.

S. Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its equity shares. Basic EPS is calculated by dividing the profit or loss attributable to equity shareholders of Company by the weighted average number of equity shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to equity shareholders and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity shares.

T. Critical accounting judgments and estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates under different assumptions and conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following accounting policies and/or notes:

i. Note 8 and the accounting policy on property, plant and equipment- Mining and oil and gas reserve estimates and useful life of property, plant and equipment and intangible assets.

Oil and gas reserves are estimated on a proved and probable entitlement interest basis. Proven and probable reserves are estimated using standard recognised evaluation techniques. The estimate is reviewed at each financial year end. Future development costs are estimated taking into account the level of development required to produce the reserves by reference to operators, where applicable, and internal engineers. Net entitlement reserves estimates are subsequently calculated using the Group’s current oil price and cost recovery assumptions, in line with the relevant agreements. Changes in reserves as a result of factors such as production cost, recovery rates, grade of reserves or commodity prices could impact the depreciation rates, carrying value of assets and environmental and restoration provisions.

The carrying value of mining property is arrived at by depreciating the assets over the life of the mine, using the unit of production method based on proved and probable reserves. The estimate of reserves is subject to assumptions relating to life of the mine and may change when new information becomes available. Changes in reserves as a result of factors such as production cost, recovery rates, grade of reserves or commodity prices could thus impact the carrying values of mining properties and environmental and restoration provisions.

ii. Accounting policy on impairment of assets:

In assessing property, plant and equipment for impairment, factors leading to significant reduction in profits such as changes in commodity prices, the Group’s business plans and significant downward revision in the estimated mining reserves are taken into consideration. The carrying value of the assets of a cash generating unit (CGU) and associated mining reserves is compared with the recoverable amount of those assets, that is, the higher of fair value less costs to sell and value in use. Value in use is usually determined on the basis of discounted estimated future cash flows. This involves management estimates on commodity prices, market

F-26

demand and supply, increase in cost, discount rate, economic and regulatory climates, long term mine plan and other factors. Any subsequent changes to cash flow due to changes in the abovementioned factors could have an impact on the carrying value of the assets.

iii. Carrying value of exploration and evaluation fixed assets:

Where a project is sufficiently advanced the recoverability of IFRS 6 Exploration assets are assessed by comparing the carrying value to internal and operator estimates of the net present value of projects. Exploration assets are inherently judgemental to value and further details on the accounting policy are included in accounting note above. The amounts for exploration and evaluation assets represent active exploration projects. These amounts will be written off to the consolidated statement of profit or loss as exploration costs unless commercial reserves are established or the determination process is not completed and there are no indications of impairment. The outcome of ongoing exploration, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain.

iv. Carrying value of developing / producing oil and gas assets:

The Group performs impairment tests on the Group’s developing / producing oil and gas assets at least annually with reference to indicators in IAS 36. Key assumptions in the impairment models relate to prices that are based on forward curves for two years and the long-term appropriate assumptions thereafter and discount rates that are adjusted to risk to reflect conditions specific to individual assets.

Other key assumptions in the impairment models based on the Group’s expectations are that government approval will be received to further increase production rates and that the Enhanced Oil Recovery programme will be successfully implemented.

v. Assessment of impairment at Lanjigarh refinery:

The Group has considered that the delay in obtaining regulatory approval for the expansion of the alumina refinery at Lanjigarh and regulatory approval for bauxite mining as an indication that an impairment may exist. Hence, the Group have reviewed the carrying value of its property, plant and equipment at Lanjigarh as at the balance sheet date, estimated the recoverable amounts of these assets and concluded that there was no impairment because the recoverable amount (estimated based on value in use) exceeded the carrying amounts. As at March 31, 2014 the carrying amount of property, plant and equipment related to alumina refinery operations at Lanjigarh and related mining assets are Rs. 69,473 million ($1,157.9 million) and Rs. 2,590 million ($43.2 million) respectively. The key assumptions and estimates used in determining the value in use of these assets were:-

• The State of Odisha has abundant bauxite resources and under the terms of the Memorandum of understanding (‘MOU’) with the Government of Odisha, management is confident that bauxite will be made available in the short to medium term. The Group is also considering purchasing / sourcing bauxite from alternate sources to support the existing and expanded refinery operations. In the initial years, the Group has assumed that bauxite will be purchased from third party suppliers in India and other countries, until the bauxite can be sourced from own mines.

• The State of Odisha has taken certain measures including reservation of areas for mining operations and carry out prospecting for supply of ores to Odisha based industries on long-term basis.

• The Group expects that the conditions for construction of the alumina refinery will be fulfilled and it is assumed that the approval for the expansion of the refinery will be received for commencement of production by fiscal 2018.

The Group expects that the mining approvals for mining and the statutory approvals for the expansion project will be received as anticipated. Additionally the Group carries out an impairment assessment for the carrying value of these assets, every half year and challenges these assumptions. The Group has carried out a sensitivity analysis on the key variables like delay in obtaining approvals for refinery expansion and bauxite approval, appreciation of rupee against US dollar, discount rate and London Metal Exchange aluminium prices. The most significant variable is the estimated timeframe for obtaining regulatory approval for the mining and for refining capacity. The sensitivity analysis indicates that even if regulatory approvals for mines and expansion project are delayed by one year, the value in use is still expected to exceed the carrying value and costs.

vi. Assessment of impairment of Karnataka and Goa Iron ore mines:

From July 2011 a mining restriction was imposed by the Supreme Court of India (“Supreme Court”) in various parts of the state of Karnataka thereby affecting the operations at Narrian mine owned and operated by the Group. The mining ban in Karnataka was lifted by Supreme Court of India on 17 April 2013. Mining operations resumed in December 2013 with a production of 1.5 MT during the year.

F-27

Iron ore mining in Goa had been suspended state-wide with effect from 11 September 2012 for which an appeal was made to the Supreme Court. The Supreme Court passed an order on 21 April 2014 whereby the Goa mining ban was lifted subject to certain conditions. The key conditions are as follows:

• The maximum annual excavation for Goa has been limited to 20 mt until the Expert Committee issues determines the final annual capacity of mining at Goa.

• All mining leases in the State of Goa including those of SSL have expired in 2007 and no mining operations can be carried out until renewal/ execution of mining lease deed by the State Government. All the mining leases including SSL were being operated based on the deemed renewal basis since 2007.

• 10 percent of the sale price of the iron ore sold by the mining lessees will be contributed to a separate fund.

• Out of the sale proceeds of excavated ore lying in inventory as of March 31, 2014, the leaseholders would be paid only the average cost of excavation of Iron ore and the balance amount will be allocated amongst various affected stakeholders and the Government of Goa.

In pursuance of the said judgement, the State Government of Goa is expected to announce its policy on iron ore mining shortly. The Group is expecting to resume mining activities at iron ore mines at Goa in the second half of fiscal 2015, after receipt of all regulatory clearances and approval of mining leases. SSL filed a Writ Petition before the Goa Bench of the High Court of Bombay for expeditious renewal of iron ore mining leases. On completion of hearings, the High Court has directed the State Government to renew the applications for mining leases on a immediate basis, where stamp duties have been already paid and consider other applications for mining leases within a period of three months. The Group has reviewed the carrying value of the assets as at the balance sheet date, estimated the recoverable amounts of these assets and concluded that there was no impairment because the recoverable amount (estimated based on value in use) exceeded the carrying amounts.

The carrying value of the assets as at March 31, 2014 is Rs. 57,919 million ($965.3 million).

The Group has carried out a sensitivity analysis on key variables like delay in obtaining approvals for renewal of mining leases, movement in iron ore prices, appreciation of rupee against US dollar.

vii. Note 21 and the accounting policy on restoration, rehabilitation and environmental costs:

Provision is made for costs associated with restoration and rehabilitation of mining sites as soon as the obligation to incur such costs arises. Such restoration and closure costs are typical of extractive industries and they are normally incurred at the end of the life of the mine or oil fields. The costs are estimated on the basis of mine closure plans and the estimated discounted costs of dismantling and removing these facilities and the costs of restoration are capitalised when incurred reflecting the Group’s obligations at that time.

The provision for decommissioning oil and gas assets is based on the current estimate of the costs for removing and decommissioning producing facilities, the forecast timing of settlement of decommissioning liabilities and the appropriate discount rate.

A corresponding provision is created on the liability side. The capitalised asset is charged to the consolidated statements of profit or loss over the life of the asset through depreciation over the life of the operation and the provision is increased each period via unwinding the discount on the provision. Management estimates are based on local legislation and/or other agreements. The actual costs and cash outflows may differ from estimates because of changes in laws and regulations, changes in prices, analysis of site conditions and changes in restoration technology.

viii. Note 30 on contingencies:

The Group has significant capital commitments in relation to various capital projects which are not recognized on the consolidated statements of financial positions. In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group. Guarantees are also provided in the normal course of business. There are certain obligations which management has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not reflected as liabilities in the consolidated financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings in which the Group involved, it is not expected that such contingencies will have a material effect on its financial position or profitability.

F-28

ix. Note 7 and accounting policy on taxation:

In preparing consolidated financial statements, the Group recognises income taxes in each of the jurisdictions in which it operate. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. The uncertain tax positions are measured at the amount expected to be paid to taxation authorities when the group determines that there is a probable outflow of economic resources will occur. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

U. Recently issued accounting pronouncements:

At the date of authorisation of these financial statements, the following Accounting Standards and Interpretations have not been applied in these consolidated financial statements and the Group is currently evaluating their impacts if any.

IFRS 9 - Financial Instruments

IFRS 9 “Financial Instruments” was issued by IASB in October 2010 as part of its project for revision of the accounting guidance for financial instruments. The new standard provides guidance with respect to classification and measurement of financial assets and financial liabilities. In July, 2014, IASB has published the final version of IFRS 9 ‘Financial Instruments’ bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. This version adds a new expected loss impairment model and limited amendments to classification and measurement for financial assets. The standard will be effective for annual periods beginning on or after January 1, 2018 with early application permitted.

IFRS 15 – Revenue from contracts with Customers

IFRS 15 – Revenue from contracts with Customers outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard replaces most current revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively including service revenues and contract modifications and improve guidance for multiple-element arrangements. The new Standard will come into effect on January 1, 2017 with early application permitted.

Amendments to IFRS 11 – Acquisition of an interest in a joint operation

Amendments to IFRS 11 – Acquisition of an interest in a joint operation requires that when an entity acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, as defined in IFRS 3, it shall apply, to the extent of its share in accordance with this standard, all of the principles on business combinations accounting in IFRS 3, and other IFRSs, that do not conflict with the guidance in this standard and disclose the information that is required in those IFRSs in relation to business combinations. The amendments are effective for annual periods beginning on or after 1 January 2016. Earlier application is permitted but corresponding disclosures are required. The amendments apply prospectively.

Amendment to IAS 16 – Property, Plant and Equipment and IAS 38 – Intangible Assets

IASB has issued Amendment to IAS 16 and IAS 38 to clarify the use of methods based on revenue to calculate the depreciation is not appropriate. This is because such methods reflects a pattern of generation of economic benefits that arise from the operation of the business of which an asset is part, rather than the pattern of consumption of an asset’s expected future economic benefits Revenue is presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The new Standard will come into effect on January 1, 2016 with early application permitted.

F-29

Amendments to IAS 19(Revised 2011) – Defined Benefit Plans: Employee Contributions

Amendments to IAS 19 (Revised 2011)– Defined Benefit Plans: Employee Contributions clarify the requirements that relate to contributions to be attributed to the period of service whereby contributions from employees or third parties are linked to service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in those contributions, can, but are not required, to be recognised as a reduction in the service cost in the period in which the related service is rendered. This amendment is effective for annual periods beginning on or after July 1, 2014.

IAS 32 (amended) – Offsetting Financial Assets and Liabilities.

The amendments to IAS 32 (amended)–offsetting financial assets and liabilities do not change the current offsetting model in IAS 32. Current offsetting model requires an entity to offset a financial asset and financial liability in the statement of financial position only when the entity currently has a legally enforceable right of set-off and intends either to settle the asset and liability on a net basis or to realise the asset and settle the liability simultaneously. Through these amendments, IASB has clarified the meaning of ‘currently has a legally enforceable right to set off’ and ‘simultaneous realisation and settlement’.

The amendments clarify that to result in offset of a financial asset and financial liability, a right to set off must be available today rather than being contingent on a future event and must be exercisable by any of the counterparties. It must be legally enforceable in the normal course of business. This amendment is effective for annual periods beginning on or after January 1, 2014.

IAS 36 (amended) – Disclosure of non-financial assets impairment.

The amendment requires the disclosure of the recoverable amount of an asset (or CGU) only in periods in which impairment is recorded or reversed in respect of that asset (or CGU). The amendment also expands and requires the disclosure when an assets (CGUs) recoverable amount is determined on the basis of fair value less disposal. This amendment is effective for annual periods beginning on or after January 1, 2014.

IAS 39 (amended) – Novation of Derivatives and Continuation of Hedge Accounting

The amendment states that the novation of hedging instrument should not be considered an expiration or termination giving rise to discontinuation of hedge accounting when a hedging derivative is novated. It provides relief from discontinuing an existing hedging relationship when a novation that as not contemplated in the original hedging documentation meets specific criteria. This amendment is effective for annual periods beginning on or after January 1, 2014.

Amendments to IFRS 10, IFRS 12 and IAS 27 (Oct 2012) Investment entities

The amendments define an investment entity and introduce an exception to consolidating the investment entities. These amendments require an investment entity to measure those subsidiaries at fair value through profit or loss in accordance with IFRS 9 Financial Instruments in its consolidated and separate financial statements. The amendments also introduce new disclosure requirements for investment entities in IFRS 12 and IAS 27. The amendments also introduce new disclosure requirements related to investment entities and provide scope exemption for investment entities from IFRS 3 Business Combinations. This amendment is effective for annual periods beginning on or after January 1, 2014.

Annual Improvements to IFRSs 2010-2012 and 2011-2013 Cycle

Annual Improvements to IFRSs: 2010-2012 Cycle and Annual Improvements to IFRSs: 2011-2013 Cycle, are part of annual process of revising and improving existing standards. These are effective for annual periods beginning on or after July 1, 2014.

• IFRS 8 (Operating Segments) provides that an entity need to disclose the judgements made by management in applying the aggregation criteria to operating segments. An entity is also required to provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if the segment assets are reported regularly.

• IAS 16 (Property, Plant and Equipment) and IAS 38 (Intangible Assets) clarifies that when an item of property, plant and equipment is revalued, the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount.

F-30

• IAS 24 (Related Party Disclosures) Clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity.

IFRS 2 (Share based payments) clarifies definition of vesting condition and ‘market condition’ and adds definitions for ‘performance condition’ and ‘service condition’ IFRS 13 (Fair value Measurement) clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting if the effect of not discounting is immaterial.

IFRS 3 Business Combination clarifies that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself. It requires contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date

IFRS 13 Fair value measurement clarifies that the scope of the portfolio exception defined in paragraph 52 of IFRS 13 includes all contracts accounted for within the scope of IAS 39 Financial Instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definition of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation

IFRIC 21: Levies

IFRS 21 provides guidance recognition of a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain. This interpretation clarifies that the obligating event that gives rise to a liability to pay a government levy is the activity that triggers the payment of levy as set out in the relevant legislation. An entity does not have constructive obligation to pay a levy that will be triggered by operating in a future period. It is not practicable to provide a reasonable estimate of the effect on the financial statements until a detailed review has been completed. However, it does not include income taxes, fines and other penalties, liabilities arising from emissions trading schemes and outflows within the scope of other Standards. IFRIC 21 was issued in May, 2013 and is effective for annual periods beginning on or after January 1, 2014.

4. Revenue

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in millions) (recast)			(Rs. in millions) (recast)			(Rs. in millions)			(USD dollars in millions)
Revenue, gross of excise duty		624,432			757,048			757,915			12,631.9
Less: excise duty		(26,316	)		(34,745	)		(32,672	)		(544.5	)
Revenue, net of excise duty		598,116			722,303			725,243			12,087.4

F-31

Below table summaries revenue of the Group from its primary products for the year ended March 31, 2012, 2013 and 2014:

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in millions) (recast)			(Rs. in millions) (recast)			(Rs. in millions)			(US dollars in millions)
Copper Cathode		63,166			79,035			77,049			1,284.1
Copper rods		104,012			119,702			103,407			1,723.5
Iron Ore		79,066			16,522			56			0.9
Metallurgical coke		2,007			1,719			1,792			29.9
Pig Iron		7,846			8,617			14,562			242.7
Zinc Metal		103,054			101,498			122,931			2,048.8
Lead Metal		11,782			16,904			19,460			324.3
Silver Metal		11,320			21,016			16,000			266.7
Zinc & Lead mined metal		26,524			31,569			24,397			406.6
Aluminium - Ingot		32,734			42,490			44,714			745.2
Aluminium - rods		36,196			42,968			42,678			711.3
Aluminium - billets		8,614			12,500			16,856			280.9
Aluminium - rolled products		9,675			9,634			8,310			138.5
Oil		44,670			174,776			185,809			3,096.8
Gas		274			742			1,295			21.6
Gold Bars		2			10,293			14,502			241.7
Silver Bars		59			1,917			2,685			44.8
Power		26,903			34,863			38,395			639.9
Others (including export incentives)		56,528			30,283			23,017			383.7
Revenue-gross of Excise Duty		624,432			757,048			757,915			12,631.9
Less: Excise Duty		(26,316	)		(34,745	)		(32,672	)		(544.5	)
Revenue-net of Excise Duty		598,116			722,303			725,243			12,087.4

5. Investment and other income

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Dividend income on financial assets held for trading		2,229			1,704			55			0.9
Fair value gain on financial assets held for trading		10,552			14,935			24,647			410.8
Dividend income on available for sale investments		—			85			—			—
Gain on sale of financial asset investments(1)(2)		—			770			116			1.9
Interest income on bank deposits		8,726			12,359			11,108			185.1
Interest income on loans and receivables		2,342			4,674			5,967			99.6
Foreign exchange gain /(loss), net		(107	)		462			285			4.7
Capitalisation of interest income(3)		(159	)		(58	)		(13	)		(0.2	)
		23,583			34,931			42,165			702.8

F-32

Notes:

(1) Refer Note 11.

(2) THL Zinc Holding BV, a wholly owned subsidiary of erstwhile SIIL, during the fiscal year 2012 had acquired the entire ordinary share capital of Lakomasko BV for a consideration of $ 149.7 million from Vedanta Resources Holding Limited (VRHL). Consequently, Lakomasko BV became a subsidiary of erstwhile SIIL. Lakomasko BV is a private investment company incorporated under the laws of the Netherlands. At the acquisition date, Lakomasko BV had no independent operations and held a single material asset namely 8.78% of the equity shares of Hudbay Minerals Inc., a company incorporated in Canada and listed on the New York and Canadian stock exchanges. Lakomasko BV accounted for this investment as an available-for-sale investment, with a fair value measurement basis. The carrying value at the acquisition date was $ 137.7 million (Rs. 7,158 million). The excess amount paid over the fair valuation of shares acquired amounting to $ 12.0 million (Rs. 616 million) was treated as deemed dividend and hence recognized in retained earnings during the year ended March 31, 2012. The Company’s investment in Hudbay Minerals Inc. was sold during the fiscal year 2013 for a consideration of $ 151.8 million (Rs 8,287 million) and the resultant gain amounting to $14.1 million (Rs. 770 million) has been reclassified from equity to consolidated statements of profit or loss.

(3) Capitalisation of interest income relates to the income from temporary surplus funds, specifically borrowed to acquire/ construct qualifying assets.

6. Finance and other costs

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Interest on borrowings other than convertible notes(1)		31,398			50,949			57,054			950.9
Interest on convertible notes(1)		3,726			4,896			5,750			95.8
Unwinding of discount on provisions		323			717			952			15.9
Gain on fair valuation of conversion option		(4,255	)		(1,438	)		(61	)		(1.0	)
Loss recognised upon consolidation of subsidiary(2)		3,545			—			—			—
Net foreign exchange loss on foreign currency borrowings		21,484			14,851			16,141			269.0
Bank charges		2,239			1,233			1,424			23.7
Other		323			588			1,081			18.0
Capitalisation of finance costs(3)		(12,460	)		(17,080	)		(9,520	)		(158.6	)
		46,323			54,716			72,821			1,213.7

Notes:

(1) Finance costs include Rs. 35,124 million, Rs. 55,845 million and Rs. 62,804 million ($1,046.7 million) in respect of financial liabilities which are carried at amortised cost using the effective interest rate method for the years ended March 31, 2012, 2013 and 2014 respectively.

(2) During the year ended March 31, 2012, the Group completed the acquisition of a 59% interest in Cairn. This acquisition was achieved in stages, whereby the Group acquired incremental equity interests in Cairn throughout fiscal year 2012, and ultimately obtained control in December 2011.

Due to the acquisition being completed in a series of transactions, the acquisition was accounted for as a Step Acquisition under the provisions of IFRS 3 (revised 2008). Accordingly, the equity interest in Cairn that was held immediately prior to obtaining control was treated as if it was disposed of and reacquired at fair value on the acquisition date. Consequently, the Group remeasured its existing interest in the assets and liabilities of Cairn prior to this transaction to their fair values, recognising a gain of Rs. 4,695 million, offset by a loss on reclassification of Available-for-sale financial investment (on investment in Cairn acquired prior to it becoming an associate) from consolidated statements of comprehensive income amounting to Rs. 8,240 million. The net loss of Rs. 3,545 million is recorded within finance and other costs in the consolidated statements of profit or loss.

(3) Capitalisation of borrowing costs relates to funds borrowed both specifically and generally to acquire/ construct qualifying assets. The capitalisation rate relating to general borrowings was approximately 10.04%, 10.70% and 9.83% for the years ended March 31, 2012, 2013 and 2014.

F-33

7. Income tax expense

Overview of the Indian direct tax regime

Indian companies are subject to Indian income tax on a standalone basis. Each entity is assessed for tax on taxable profits determined for each fiscal year beginning on April 1 and ending on March 31. For each fiscal year, a Company’s profit or loss is subject to the higher of the regular income tax payable or the minimum alternative tax (“MAT”).

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India (“Indian GAAP”) adjusted in accordance with the provisions of the (Indian) Income tax Act, 1961. Such adjustments generally relate to depreciation of fixed assets, disallowances of certain provisions and accruals, deduction for tax holidays and similar exemptions, the use of tax losses carried forward and retirement benefit costs. Statutory income tax is charged at 30% plus a surcharge and education cess (tax). The combined Indian statutory tax rate for the fiscal year 2012-13 was 32.445%, for the fiscal year 2013-14 was 33.990% and for the fiscal year 2014-15 will be 33.990%.

MAT is assessed on book profits adjusted for certain limited items as compared to the adjustments allowed for assessing regular income tax under normal provisions. MAT for the fiscal year 2013-14 was chargeable at 18.50% plus a surcharge and education cess (tax). The combined Indian statutory tax rate of MAT for the fiscal year 2013-14 was 20.96% and for the fiscal year 2014-15 will be 20.96%. MAT paid in excess of regular income tax during a year can be set off against regular income taxes within a period of ten years succeeding the assessment year in which MAT credit arises subject to the limits prescribed.

Income tax returns submitted by companies are regularly subjected to a comprehensive review and challenge by the tax authorities. There are appellate procedures available to both the tax authorities and taxpayers and it is not uncommon for significant or complex matters in dispute to remain outstanding for several years before they are finally resolved by the High Court or the Supreme Court.

There are various tax exemptions or tax holidays available to companies in India. The most important to the Companies in the Group are:

• The industrial undertakings’ exemption — Profits of newly constructed industrial undertakings located in designated area at India can benefit from a tax holiday. A typical tax holiday would exempt 100% of the profits from the undertaking for five years, and 30% for five years thereafter. This deduction is available only for units established prior to March 31, 2012

• The power plants (including wind power plants) exemption — Profits on newly constructed power plants are eligible for a tax holiday. A typical holiday would exempt 100% of profits for ten consecutive years within the first 15 years of the power plants’ operation. The start of the exemption period is at the discretion of a company. This exemption is available only for units established till March 31, 2014. The Finance (No. 2) Act 2014, has extended this exemption for units established till March 31, 2017.

• The industrial undertakings’ exemption — Refining of Mineral Oil - Profits of newly constructed industrial undertakings engaged in refining of Mineral Oil. A typical tax holiday would exempt 100% of the profits of the undertaking for a period of seven consecutive assessment years. This deduction is available only to blocks licensed prior to March 31, 2011.

• Investment Allowance u/s.32 AC of the Income Tax Act — Incentive for acquisition and installation of new high value Plant or Machinery to manufacturing companies by providing a deduction of 15% of the actual cost of Plant or Machinery acquired and installed between 1 April 2013 and 31 March 2015. The actual cost of the new Plant or Machinery should exceed Rs.1000 million to be eligible for this deduction. The Finance (No. 2) Act 2014, has extended this allowance till March 2017, while reducing the threshold cost of Plant or Machinery for claiming deduction to Rs. 250 million.

The total effect of such tax holidays were Rs. 17,718 million (impact on basic EPS Rs. 5.98), Rs. 48,162 million (impact on basic EPS Rs. 16.24), and Rs. 39,816 million ($663.6 million) (impact on basic EPS Rs. 13.43) ($ 0.22) for the years ended March 31, 2012, 2013 and 2014 respectively.

Business losses in India can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

Losses arising out of transfer of capital assets in India can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. The carried forward long term capital losses can be set-off only against long term capital gains. Short term capital losses can be set off only against capital gains (which can be either long term or short term capital gain).

F-34

Consequent to the effectiveness of the Re-organisation Transactions, SSL has filed revised income tax returns, after giving effect of the Re-organisation Transactions, for fiscal years 2011, 2012 and 2013 as permitted under the Income Tax Act 1961. Accordingly, the tax benefits arising from such re-organisation amounting to Rs. 1,399 million, Rs. 10,590 million and Rs. 3,468 million has been recognised retrospectively in the respective fiscal years of 2011, 2012 and 2013. Further, deferred tax assets relating to the Company’s carry forward of business loss, unabsorbed depreciation and MAT credit, amounting to Rs. 798 million, Rs. 5,647 million and Rs. 5,231 million has been recognised retrospectively in the respective fiscal years of 2011, 2012 and 2013.

The major components of income tax expense for the years ended March 31, 2012, 2013 and 2014 are indicated below:

(a) Consolidated statements of profit or loss

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Current tax:
Current tax on profit for the year		40,768			49,302			35,327			588.8
Charge/ (credit) in respect of current tax for earlier years		(12,280	)		(3,132	)		12,404			206.7
Total current tax		28,488			46,170			47,731			795.5
Deferred tax:
Origination and reversal of temporary differences		(20,778	)		(53,672	)		(2,179	)		(36.3	)
Increase in tax rate		—			—			(10,906	)		(181.8	)
Total deferred tax		(20,778	)		(53,672	)		(13,085	)		(218.1	)
Tax expense for the year		7,710			(7,502	)		34,646			577.4
Effective income tax rate (%)		8.6	%		(6.8%	)		35.8	%		35.8	%

(b) Consolidated statements of comprehensive income

For the year ended March 31,	2012			2013		2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)		(Rs. in million)			(US dollars in million)
Deferred tax (credit)/charge on:
- cash flow hedges		(130	)		110		332			5.5
- reclassification adjustments on cash flow hedges		(110	)		130		(110	)		(1.8	)
		(240	)		240		222			3.7

A reconciliation of income tax expense applicable to accounting profit before tax at the statutory income tax rate to recognised income tax expense for the year indicated are as follows:

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Accounting profit before tax		89,189			109,726			96,872			1,614.6
Statutory income tax rate		32.445	%		32.445	%		33.990	%		33.990	%
Tax at Indian statutory income tax rate		28,937			35,601			32,927			548.8
Disallowable expenses		2,872			1,386			221			3.7
Non-taxable income		(3,124	)		(4,802	)		(3,662	)		(61.0	)
Tax holidays and similar exemptions		(17,718	)		(48,162	)		(39,816	)		(663.6	)
Change in deferred tax balances due to the change in Indian income tax rates from 32.445% to 33.990% for 2014		—			—			10,906			181.8
Effect of tax rates differences of subsidiaries operating in other jurisdictions		5,489			6,195			6,875			114.5
Dividend distribution tax		1,068			3,788			4,222			70.4
Unrecognised MAT credit		703			601			36			0.6
Charge/(credit) in respect of previous years		(12,280	)		(3,132	)		12,404			206.7
Utilisation of tax losses		(510	)		(2,127	)		(4,777	)		(79.6	)
Loss in respect of which deferred tax assets not recognised due to uncertainty		1,407			3,404			16,437			273.9
Tax effect on share in consolidated profit of associate		(1,429	)		—			—			—
Loss recognised upon consolidation of subsidiary		1,150			—			—			—
Other		1,145			(254	)		(1,127	)		(18.8	)
		7,710			(7,502	)		34,646			577.4

F-35

There are certain income-tax related legal proceedings which are pending against the Group. Potential liabilities, if any have been adequately provided for, and the Group does not currently estimate any probable material incremental tax liabilities in respect of these matters.

Deferred tax assets/liabilities

The Group has recognised significant amounts of deferred tax. The majority of the deferred tax liabilities represent accelerated tax relief for the depreciation of property plant and equipment and the depreciation on mining reserves.

Significant components of deferred tax assets/liabilities recognized in the consolidated statements of financial position are as follows:

For the year ended March 31, 2012 (recast):
Significant components of deferred tax liabilities/(assets)	Opening balance as at April 1, 2011			Acquisition through business combination			Charged/ (credited) to statement of profit or loss			Charged/ (credited) to equity			Exchange difference transferred to translation of foreign operation			Total as at March 31, 2012
	(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)
Property, plant & equipment, Exploration & evaluation and other intangible assets		67,164			234,092			(9,147	)		—			(1,738	)		290,371
Unabsorbed depreciation/business loss		(10,820	)		—			(4,086	)		—			—			(14,906	)
Voluntary retirement scheme		(196	)		—			(145	)		—			(1	)		(342	)
Employee benefits		(433	)		—			(15	)		—			—			(448	)
Fair value of derivative assets/liabilities		1,717			—			(177	)		(240	)		1			1,301
Fair valuation of other assets/liabilities		712			—			274			—			(1	)		985
MAT credit entitlement		(4,025	)		(18,791	)		(7,461	)		—			(155	)		(30,432	)
Other temporary differences		(353	)		—			(21	)		—			(51	)		(425	)
Total		53,766			215,301			(20,778	)		(240	)		(1,945	)		246,104

F-36

For the year ended March 31, 2013 (recast):
	Opening balance as at April 1, 2012			Charged/ (credited) to statement of profit or loss			Charged/ (credited) to equity		Exchange difference transferred to translation of foreign operation		Total as at March 31, 2013
Significant components of deferred tax liabilities/(assets)	(Rs. in million)			(Rs. in million)			(Rs. in million)		(Rs. in million)		(Rs. in million)
Property, plant and equipment, Exploration & Evaluation and other intangible assets		290,371			(12,354	)		—		13,720		291,737
Unabsorbed depreciation/business loss		(14,906	)		(11,219	)		—		12		(26,113	)
Voluntary retirement scheme		(342	)		(49	)		—		11		(380	)
Employee benefits		(448	)		(132	)		—		2		(578	)
Fair value of derivative assets/liabilities		1,301			(674	)		240		1		868
Fair valuation of other assets/liabilities		985			579			—		—		1,564
MAT credits entitlement		(30,432	)		(30,652	)		—		30		(61,054	)
Other temporary differences		(425	)		829			—		11		415
Total		246,104			(53,672	)		240		13,787		206,459

For the year ended March 31, 2014:
	Opening balance as at April 1, 2014			Charged/ (credited) to statement of profit or loss			Charged/ (credited) to equity		Exchange difference transferred to translation of foreign operation			Total as at March 31, 2014			Total as at March 31, 2014
Significant components of deferred tax liabilities/(assets)	(Rs. in million)			(Rs. in million)			(Rs. in million)		(Rs. in million)			(Rs. in million)			(US dollars in million)
Property, plant and equipment, Exploration & evaluation assets and other intangible assets		291,737			23,286			—		23,187			338,210			5,636.8
Unabsorbed depreciation/business loss		(26,113	)		(4,576	)		—		160			(30,529	)		(508.8	)
Voluntary Retirement Scheme		(380	)		(65	)		11		7			(427	)		(7.1	)
Employee benefits		(578	)		89					3			(486	)		(8.1	)
Fair value of derivative assets/liabilities		868			(194	)		211		—			885			14.7
Fair valuation of other assets/liabilities		1,564			2,118			0		(0	)		3,682			61.4
MAT credits entitlement		(61,054	)		(33,502	)		—		(212	)		(94,768	)		(1,579.4	)
Other temporary differences		415			(241	)		—		46			220			3.7
Total		206,459			(13,085	)		222		23,191			216,787			3,613.1

Deferred tax assets and liabilities have been offset where they arise in the same legal entity and taxing jurisdiction but not otherwise.

Deferred tax assets on carry forward unused tax losses have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It is expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax asset at respective entities.

F-37

Unused tax losses for which no deferred tax asset is recognized amount to Rs. 36,118 million and Rs 83,209 million ($ 1,386.8 million) as at March 31, 2013 and March 31, 2014 respectively. The unused tax losses as at March 31, 2014 expire, if unutilized, based on the year of origination as follows:

Nature of unutilised tax losses	Financial year of expiry	2014		2014
		(Rs. in million)		(US dollar in million)
Business losses
- Skorpion	FY 2020-21 to 2021-2022		1,741		29.0
-VGCB	FY 2018-19 to 2021-2022		458		7.6
-MEL	FY 2016-17 to 2019-2020		711		11.9
-Twinstar Mauritius Holdings Limited	FY 2015-16 to 2017-2018		38,587		643.1
-TSPL	FY 2018-19 to 2021-2022		71		1.2
Depreciation losses
- VGCB	No limit		978		16.3
- MEL	No limit		23,125		385.4
Long term capital losses
- SSL	FY 2018-19 to 2021-2022		3,034		50.5
- HZL	FY 2018-19 to 2021-2022		5,394		89.9
- MEL	FY 2015-16		1		0
- Cairn	FY 2019-20		2,050		34.2
Short term capital losses
- MEL	FY 2021-22		12		0.2
- HZL	FY 2021-22		3,634		60.6
- Cairn	FY 2021-22		3,413		56.9
			83,209		1,386.8

The Group had unused MAT credit amounting to Rs. 4,709 million and Rs. 4,225 million ($ 70.5 million) as at March 31, 2013 and 2014 respectively. Such tax credits have not been recognised on the basis that recovery is not probable in the foreseeable future. Unrecognised MAT credit expires, if unutilized, based on the year of origination as follows:

Financial year ending March 31,	(Rs. in million)		(US dollar in million)
2016		198		3.3
2017		1,036		17.3
2018		137		2.3
2019		520		8.7
2020		517		8.6
2021		1,033		17.2
2022		667		11.1
2023		81		1.4
2024		36		0.6

As at March 31, 2013 and 2014, the Group has not recognised any deferred tax liabilities for taxes that would be payable on the Group’s share in unremitted earnings of certain of its subsidiaries because the Group controls when the liability will be incurred and it is probable that the liability will not be incurred in the foreseeable future. The amount of unremitted earnings was Rs. 466,181 million and Rs. 635,026 million ($ 10,583.8 million) respectively as at March 31, 2013 and 2014.

F-38

8 (a) Property, plant and equipment

	Mining properties			Land and building			Plant and equipment			Motor vehicle			Office equipment and fixture			Oil and gas properties		Total			Total
	Rs. in million			Rs. in million			Rs. in million			Rs. in million			Rs. in million			Rs. in million		Rs. in million			US dollar in million
Cost
April 1, 2012 (recast)		152,620			57,580			396,592			1,632			4,832			385,705		998,961
Additions		2,691			5,828			36,117			257			923			16,911		62,727
Disposals		—			—			(955	)		(69	)		(27	)		—		(1,051	)
Foreign exchange		(597	)		(591	)		(2,390	)		50			(6	)		24,355		20,821
March 31, 2013 (recast)		154,714			62,817			429,364			1,870			5,722			426,971		1,081,458			18,024.3
Additions		4,369			8,202			19,330			534			1135			23,420		56,990			949.8
Disposals		—			(137	)		(2,531	)		(229	)		(68	)		—		(2,965	)		(49.4	)
Foreign exchange		918			(38	)		(291	)		95			(12	)		44,675		45,347			755.8
March 31, 2014		160,001			70,844			445,872			2,270			6,777			495,066		1,180,830			19,680.5
Accumulated depreciation and impairment
April 1, 2012 (recast)		64,079			7,801			100,340			409			2,260			16,908		191,797
Charge for the year		11,473			2,455			24,360			325			493			77,581		116,687
Disposals		—			—			(529	)		(40	)		(13	)		—		(582	)
Foreign exchange		63			(229	)		(723	)		5			(2	)		994		108
March 31, 2013 (recast)		75,615			10,027			123,448			699			2,738			95,483		308,010			5,133.5
Charge for the year		9,171			2,604			26,199			599			713			84,761		124,047			2,067.5
Disposals		—			(83	)		(1,762	)		(140	)		(37	)		—		(2,022	)		(33.7	)
Foreign exchange		316			(15	)		(140	)		56			(5	)		9,470		9,682			161.3
March 31, 2014		85,102			12,533			147,745			1,214			3,409			189,714		439,717			7,328.6
March 31, 2013 (recast)		79,099			52,790			305,916			1,171			2,984			331,488		773,448
Asset under construction (including capital advances)																			351,053
Total																			1,124,501
March 31, 2014		74,899			58,311			298,127			1,056			3,368			305,352		741,113			12,351.9
Asset under construction (including capital advances)																			373,398			6,223.3
Total																			1,114,511			18,575.2
March 31, 2014 (US dollar in million)		1,248.3			971.9			4,968.8			17.6			56.1			5,089.2

F-39

1. Depreciation charge for the year ended March 31, 2014 include impairment charge of Rs. 2,873 million ($47.9 million) related to mining property and land assets at Lisheen mines. This is as a result of fall in forecasted LME and price of zinc and lead. The recoverable amount has been determined based on its value of use. The discount rates used in the current estimate is 5.3%.

2. Assets under construction as at March 31, 2014 is after an impairment charge of Rs 668 million ($11.1 million) which relates to, impairment of mining assets of Jharsuguda Aluminium at Lanjigarh as the MOEF has rejected the Stage II forest clearance for the Niyamgiri mining project during the fiscal year 2014.

Plant and equipment includes refineries, smelters, power plants and related facilities, data processing equipment and electrical fittings.

Additions includes deferred stripping cost of Rs 997 million and Rs 1,087 million ($18 million), Decommissioning and restoration cost of Rs 938 million and Rs 1,180 million ($20 million) for the years ended March 2013 and March 2014 respectively.

Certain property, plant and equipment are pledged as collateral against borrowings, the details related to which have been described in Note 19 on “Borrowings”. Interest (net) capitalised as part of property, plant and equipment was Rs. 17,022 million and Rs. 9,507 million ($158.5 million) for the years ended March 31, 2013 and 2014, respectively.

Depreciation charge for the year includes Rs 9 million ($0.2 million) capitalised as property, plant and equipment during the year.

8(b) Exploratory and evaluation assets

	Gambsberg Mine Project			Oil and Gas			Western Cluster Poject		Total			Total
	Rs. in million			Rs. in million			Rs. in million		Rs. in million			US dollar in million
Cost
April 1, 2012 (recast)		12,657			495,547			6,317		514,521
Additions		—			5,181			—		5,181
Unsuccessful exploration cost		—			(2,822	)		—		(2,822	)
Foreign exchange		(1,461	)		31,313			399		30,251
March 31, 2013 (recast)		11,196			529,219			6,716		547,131			9,118.9
Additions		—			15,299			—		15,299			255.0
Unsuccessful exploration cost		—			(653	)		—		(653	)		(10.9	)
Foreign exchange		(381	)		55,468			706		55,793			929.9
March 31, 2014		10,815			599,333			7,422		617,570			10,292.9
Exploratory and evaluation assets as at :
March 31, 2013 (recast)		11,196			5,29,219			6,716		547,131			9,118.9
March 31, 2014		10,815			5,99,333			7,422		617,570			10,292.9
March 31, 2014 (US dollar in million)		180.3			9,988.9			123.7

8(c) Other intangible assets

	Port Concession Rights		Software License		Others		Total		Total
	Rs. in million		Rs. in million		Rs. in million		Rs. in million		US dollar in million
Cost
April 1, 2012 (recast)		—		578		—		578
Additions		5,875		848		—		6,723
Foreign exchange		—		14		—		14
March 31, 2013 (recast)		5,875		1,440				7,315		121.9
Additions		89		407		504		1,000		16.7
Foreign exchange		—		64		—		64		1.1
March 31, 2014		5,964		1,911		504		8,379		139.7
Accumulated amortisation and impairment
April 1, 2012 (recast)		—		223		—		223		3.7
Charge for the year		10		406		—		416		6.9
Foreign exchange		—		1		—		1		0.0
March 31, 2013 (recast)		10		630		—		640		10.6
Charge for the year		212		507		3		722		12.0
Foreign exchange		—		33		—		33		0.6
March 31, 2014		222		1,170		3		1,395		23.2
Intangibles as at :
March 31, 2013 (recast)		5,865		810		—		6,675		111.3
March 31, 2014		5,742		741		501		6,984		116.4
March 31, 2014 (US dollar in million)		95.7		12.4		8.3

F-40

(1) Vizag General Cargo Berth Private Limited (VGCB), a special purpose vehicle, was incorporated for the coal berth mechanization and up gradation at Visakhapatnam port. VGCB is owned by SSL and Leighton Welspun Contractors Private Limited in the ratio of 74:26. The project is to be carried out on a design, build, finance, operate, transfer basis and the concession agreement between Visakhapatnam Port and VGCB was signed on June 10, 2010. On October 8, 2010, VGCB was awarded with the concession after fulfilling conditions stipulated as a precedent to the concession agreement. Visakhapatnam Port has provided, in lieu of license fee an exclusive license to VGCB for designing, engineering, financing, constructing, equipping, operating, maintaining, and replacing the project/project facilities and services. The concession period is 30 years from the date of the award of the concession. The capacity of upgraded berth would be 10.18 mmtpa and that the Vishakhapatnam Port would be entitled to receive 38.10% share of the gross revenue as royalty. VGCB commenced operations in the fourth quarter of fiscal 2013. VGCB is entitled to recover a tariff from the user(s) of the project facilities and services as per its tariff notification. The tariff rates are linked to the Wholesale Price Index (WPI) and would accordingly be adjusted as specified in the concession agreement every year. The ownership of all infrastructure assets, buildings, structures, berths, wharfs, equipment and other immovable and movable assets constructed, installed, located, created or provided by VGCB at the project site and/or in the port’s assets pursuant to concession agreement would be with VGCB until expiry of this concession agreement. The cost of any repair, replacement or restoration of the project facilities and services shall be borne by VGCB during the concession period. VGCB has to transfer all its rights, titles and interest in the project facilities and services free of cost to Visakhapatnam Port at the end of the concession period. Intangible asset - port concession rights represents consideration for construction services. Revenue from construction contract of service concession arrangements on exchanging construction services for the port concession rights amounting to Rs 3,473 million and Rs 48 million ($0.8 million) have been recognised in the consolidated statements of profit or loss for the year ended March 31, 2013 and 2014, respectively.

(2) Software licenses are amortised over a period of three years.

(3) Others include the right to use the sewerage treatment plant at the Zinc India which is amortised over a period of twenty five years.

9. Associate:

The Group accounted for its investments in Cairn as an associate from July 11, 2011, the date it acquired significant influence to December 8, 2011, the date it acquired the controlling stake. The share of associate’s revenue and profit were as follow:

	For the period 11 July 2011 to 7 December 2011
	Rs. million
Revenue		13,529
Operating profit		5,861
Investment revenues		420
Finance cost		(988	)
Profit before taxation		5,293
Tax expense		(889	)
Share of Profit for the period		4,404

10. Non-controlling interests (‘NCI’) and joint operations

Details of subsidiaries that have material non-controlling interests

The Group consists of a parent company, Sesa Sterlite Limited, incorporated in India and a number of subsidiaries held directly and indirectly by the Group which operate and are incorporated around the world. Note 32 to the financial statements lists details of the material interests in the subsidiaries.

The Non-controlling interests that are material to the Group relate to HZL and Cairn.

As at March 31, 2014, NCIs held an economic interest by virtue of their shareholding of 35.08% and 41.15% respectively in HZL and Cairn. The respective NCI holdings in previous year were 35.08% and 41.23% respectively.

The principal place of business of HZL and Cairn is in India. (Refer Note 32).

F-41

The table below shows summarized financial information of subsidiaries of the Group that have material non- controlling interests. The summarized financial information below represents amounts before inter-company eliminations.

	As at March 31, 2013				As at March 31, 2014				As at March 31, 2014
	HZL		Cairn		HZL		Cairn		HZL		Cairn
	(Rs. in million)				(Rs. in million)				(US dollars in million)
Current assets		239,952		209,443		281,553		295,231		4,692.5		4,920.5
Non -current assets		104,828		907,923		120,903		975,591		2,015.1		16,259.9
Current liabilities		10,323		29,994		15,207		44,914		253.5		748.6
Non-current liabilities		1,487		228,692		683		264,176		11.4		4,402.9
Equity attributable to owners of the Group		216,798		502,031		251,594		562,680		4,193.2		9,378.0
Non-controlling interests		116,172		356,649		134,972		399,052		2,249.5		6,650.9

	For the year ended
	March 31, 2013						March 31, 2014						March 31, 2014
	HZL			Cairn			HZL			Cairn			HZL			Cairn
	(Rs. in million)						(Rs. in million)						(US dollars in million)
Revenue		125,257			175,518			134,590			187,103			2,243.2			3,118.4
Expenses		(56,240	)		(103,367	)		(65,853	)		(132,341	)		(1,097.6	)		(2,205.7	)
Profit for the year		69,017			72,151			68,737			54,762			1,145.6			912.7
Profit attributable to owners of the Group		44,807			42,434			44,625			32,197			743.7			536.6
Profit attributable to non-controlling interests		24,210			29,717			24,112			22,565			401.9			376.1
Profit for the year		69,017			72,151			68,737			54,762			1,145.6			912.7
Other comprehensive income attributable to the owners of the Group		144			13,816			(206	)		21,328			(3.4	)		355.5
Other comprehensive income attributable to non-controlling interests		78			9,691			(112	)		14,973			(1.9	)		249.6
Other comprehensive income during the year		222			23,507			(318	)		36,301			(5.3	)		605.1
Total comprehensive income attributable to the owners of the Group		44,951			56,250			44,419			53,525			740.3			892.1
Total comprehensive income attributable to non-controlling interests		24,288			39,408			24,000			37,538			400.0			625.7
Total comprehensive income during the year		69,239			95,658			68,419			91,063			1,140.3			1,517.8
Dividends paid to non-controlling interests		4,307			4,608			5,376			12,093			89.6			201.6
Net cash inflow/ (outflow) from operating activities		46,670			28,881			(7,140	)		53,302			(119.0	)		888.4
Net cash inflow/ (outflow) from investing activities		(31,782	)		(51,956	)		21,848			(21,468	)		364.1			(357.8	)
Net cash inflow/ (outflow) from financing activities		(12,277	)		(23,910	)		(15,325	)		(30,018	)		(255.4	)		(500.3	)
Net cash inflow/ (outflow)		2,611			(46,985	)		(617	)		1,816			(10.3	)		30.3

F-42

The effect of changes in ownership interests in subsidiaries that did not result in a loss of control is as follows:

	Year ended 31 March 2014
	HZL		Cairn(1)			HZL		Cairn
	(Rs. in million)					(USD in million)
Changes in NCI		—		(336	)		—		5.6

⁽¹⁾  Change in non-controlling interests is due to buy back of shares and issue of employee share options

Joint operations

The Group participates in several unincorporated joint operations which involve the joint control of assets used in oil and gas exploration and producing activities which are as follows:

	Nature of activities	Participating interest
India:
Block PKGM-1 (Ravva)	Exploration and production		22.50
Block KG-ONN-2003/1	Exploration		49.00
Block CB-OS/2-Exploration	Exploration		60.00
Block CB/OS-2 Development and production areas	Production		40.00
Block RJ-ON-90/1 Development and production areas	Production (Largest producing block of the Group, strategic to the Group)		70.00
Block RJ-ON-90/1-Exploration	Exploration		100.00
Block PR-OSN-2004/1	Exploration		35.00
South Africa
South Africa Block 1	Exploration		60.00

11. Financial asset investments

Financial asset investments represent investments classified and accounted for as available-for-sale investments

Movements for the year ended March 31,	2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
As at April 1,		10,124			1,212			20.2
Changes in fair value		(697	)		(1	)		(0.0	)
Disposed during the year		(8,779	)		(1,100	)		(18.3	)
Foreign exchange difference		564			—			—
As at March 31,		1,212			111			1.9

F-43

Available-for-sale financial assets consist of the following:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Quoted		112		111		1.9
Unquoted		1,100		—		—
		1,212		111		1.9
	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Current		1,100		—		—
Non-current		112		111		1.9
		1,212		111		1.9

Quoted investments represent investments in equity securities that present the Group with opportunities for return through dividend income and gains in value. The fair values of such securities are determined by reference to published price quotations in active markets.

Unquoted investment in the previous year represented an investment held by HZL in the equity share capital of the Andhra Pradesh Gas Power Corporation Limited (APGPCL) that was held at fair value based on the agreement HZL had entered into with a buyer for sale of its entire equity investment in APGPCL for an aggregate consideration of Rs. 1,100 million. The sale was concluded on April 10, 2013 and consequently, the gain on fair valuation of Rs. 116 million ($1.9 million) recognized in the consolidated statements of other comprehensive income in the previous year has been recycled to the consolidated statements of profit or loss during the year.

12. Other non-current assets

As at,	March 31, 2013		March 31, 2014		March 31, 2014
	(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Deposits in respect of closure cost and future redundancy1 payments		4,573		5,211		86.8
Site restoration assets2		1,615		1,907		31.8
Deposits with Government Authorities		3,106		4,114		68.6
Other non-current assets		1,227		1,583		26.4
		10,521		12,815		213.6

¹ held as collateral in respect of closure cost and future redundancy payments payable to employees of Lisheen on termination of their employment on or before the mine closure.

²  includes deposits in Site Restoration Fund of Rs. 1,081 million and Rs. 1,354 million ($22.6 million) and investment in a rehabilitation trust of Rs. 534 million and Rs. 553 million ($9.2 million) as at March 31, 2013 and 2014 respectively.

F-44

13. Inventories

Inventories consist of the following:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Raw materials and consumables		62,936		51,002		850.0
Work-in-progress		21,813		29,390		489.9
Finished goods		11,082		12,396		206.6
		95,831		92,788		1,546.5

Inventories with a carrying amount of Rs. 79,936 million and Rs. 69,321 million ($1,155.4 million) have been pledged as security against certain bank borrowings of the Group as at March 31, 2013 and 2014, respectively.

14. Trade and other receivables

Trade and other receivables (net of allowances) consist of the following for the year indicated:

As at	March 31, 2013		March 31, 2014		March 31, 2014
	(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Trade receivables		41,943		45,970		766.2
Trade receivables from other related parties		1,181		630		10.5
Loans to other related parties		46,639		163		2.7
Balance with Government authorities		8,107		6,360		106.0
Prepayments		2,150		1,380		23.0
Claims/refunds receivable		2,927		2,230		37.2
Advances for supplies		9,536		6,957		116.0
Cash call / receivables from joint operations		15,020		26,593		443.2
Other receivables		4,024		6,132		102.1
		131,527		96,415		1,606.9

The credit period given to customers ranges from zero to 90 days. Other receivables primarily include deposits and interest receivable. For terms and conditions of loans to related parties, refer Note 32 on related party disclosures.

Trade receivables with a carrying value of Rs. 15,970 million and Rs.14,366 million ($239.4 million) have been given as collateral towards borrowings as at March 31, 2013 and 2014 respectively.

Allowances for trade and other receivables

The change in the allowance for trade and other receivables is as follows:

	2013			2014			2014
	(Rs. in millions) (recast)			(Rs. in millions)			(US dollars in millions)
As at April 01,		2,816			1,258			21.0
Allowance made during the year		12			7,586			126.4
Reversals during the year		(1,410	)		(139	)		(2.3	)
Written off		(288	)		(65	)		(1.1	)
Foreign Exchange difference		128			42			0.7
As at March 31,		1,258			8,682			144.7

F-45

15. Short-term investments

Short-term investments consist of the following:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Bank deposits		149,947		115,339		1,922.3
Other investments1		258,224		402,676		6,711.3
		408,171		518,015		8,633.6

Other investments include mutual fund investments and bonds and are fair valued through the consolidated statements of profit or loss. Bank deposits are made for the periods of more than three months depending on the cash requirements of the Group and earn interest at the respective deposit rates.

The Group has pledged short-term investments of Rs. 223 million and Rs. 1,871 million ($31.2 million) as at March 31, 2013 and 2014 respectively, to secure certain banking facilities.

¹  Includes Rs. Nil and Rs. 3,130 ($52.2 million) invested in bonds of a related party as at March 31, 2013 and 2014 respectively.

F-46

16. Restricted cash and cash equivalents

Restricted cash and cash equivalents consist of the following:

	As at March 31,
	2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Cash at banks		156		1,976		33.0
Short-term deposits		550		487		8.1
		706		2,463		41.1

Cash at banks is restricted in use as it relates to unclaimed deposits & debentures, dividends and interest on debentures. Cash at banks also include a sum of Rs. 1,431 million deposited in an escrow account for the buyback of its own shares by Cairn. Restricted short term deposits relate to deposits created with the bank to service interest cost on borrowings.

17. Cash and cash equivalents

Cash and cash equivalents consist of the following:

	As at March 31,
	2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Cash at banks and in hand		9,285		6,185		103.1
Short-term deposits		5,914		6,775		112.9
		15,199		12,960		216.0

Short-term deposits are made for periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

18. Borrowings

Short-term borrowings represent borrowings with an original maturity of less than one year and current portion of long-term borrowings. Long-term borrowings represent borrowings with an original maturity of greater than one year. Maturity distribution is based on contractual maturities. Interest rates on floating-rate debt are linked to benchmark rates.

Short-term borrowings consist of:

As at March 31,	2013			2014			2014
	(Rs. in millions) (recast)			(Rs. in millions)			(US dollars in millions)
Banks and financial institutions		158,045			82,023			1367.1
Current portion of long-term borrowings		20,368			79,705			1,328.4
Short-term and current portion of long term borrowings		178,413			161,728			2,695.5
Weighted average interest rate on short-term borrowings		4.8	%		7.8	%		7.8	%

F-47

Long-term borrowings consist of:

As at March 31,	2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Banks and financial institutions		294,369			265,423			4,423.7
Non-convertible debentures		44,543			85,915			1,431.9
Convertible notes		33,790			40,791			679.8
Loans from related party		169,798			234,016			3,900.3
Other		906			935			15.6
Long-term borrowings		543,406			627,080			10,451.3
Less: Current portion of long-term borrowings		(20,368	)		(79,705	)		(1328.4	)
Long-term borrowings, net of current portion		523,038			547,375			9,122.9

Major borrowings are as follows:

Working capital loans

The Group has credit facilities from various banks for meeting working capital requirements, generally in the form of credit lines for establishing letters of credit, packing credit in foreign currency, or PCFC, cash credit, bank guarantees and bills discounting. Amounts outstanding under working capital loans as of March 31, 2013 and March 31, 2014 were Rs.22,329 million and Rs.14,461 million ($241.02 million) respectively.

As at March 31, 2014, the working capital loan of Rs 14,461 million ($241.02 million) comprises the following:-

(a) At BALCO, Rs 1,530 million ($ 25.5 million) of a working capital loan and cash credit limit having weighted average interest on working capital loan and cash credit facility at 10.23%. This working capital facility is secured by hypothecation of BALCO’s stock of raw materials, work-in-progress, semi-finished, finished products, consumable stores and spares, bills receivables, book debts and all other movables, both present and future. The charges ranks pari passu among banks under the multiple banking arrangements, both for fund based and non fund based facilities.

(b) At Fujairah Gold FZC, a US Dollar denominated loan facility of Rs. 2,027 million ($ 33.8 million) having interest rate based on the London Inter Bank Offer Rate or LIBOR, plus 135 basis points. This loan facility is secured against a comfort letter issued by SSL.

(c) At SSL, a US Dollar denominated Bill discounting facility of Rs 5,959 million ($ 99.3 million). This is an unsecured facility at an average interest rate of LIBOR plus 50 basis points.

(d) At SSL, credit facilities from various banks for meeting working capital requirements in the form of credit lines for export packing credits and cash credit amounting to Rs 2,030 million ($ 33.8 million). Out of the facility Rs 30 million ($0.5 million) is carrying an interest rate of 12.50% is secured by way of hypothecation of entire stock of raw materials, semi-finished and finished goods, consumable stores and book debts. It is also backed by unconditional and irrevocable corporate guarantee of Vedanta Resources Plc. The balance Rs 2,000 million ($ 33.3 million) is unsecured facility of export packing credit carrying an interest rate of 9.75%.

(e) At SSL, credit facility in form of Pre Shipment / Export Packing Credit and cash credit amounting to Rs 2,915 million ($ 48.6 million) at LIBOR plus 110 - 128 basis points per annum. The said funding was availed to meet the working capital requirements of the company.

Foreign currency loans

In November 2008, BALCO obtained a US dollar denominated loan facility of $ 25 million from DBS Bank Limited, arranged by its Mumbai Branch, to meet the capital expenditure requirement on projects. The rate of interest payable on this facility is six-month LIBOR plus 345 basis points. First installment of DBS ECB of US$ 8.3 million has been paid on November 25, 2013 and the balance installments are payable in November 2014 and November 2015. This facility is secured by first pari passu charges on all movable fixed assets including plant and machinery related 1200 MW power project and 3.25 LTPA Smelter projects both present and future along with secured lenders. The amount outstanding under this facility as at March 31, 2013 and March 31, 2014 was $ 25 million and $ 16.7 million (Rs. 1,002 million), respectively.

F-48

In July 2011, BALCO entered into an agreement with SBI London for External Commercial Borrowing of $ 200 Million to part finance for setting up a 3.25 LTPA Aluminium Smelter along with a Thermal Power Plant of 1200 MW at Korba. This facility is secured by first pari passu charges on all the fixed assets (excluding land) of the project, both present and future along with secured lenders. As at March 31, 2013 and March 31, 2014, the balance outstanding under this facility was $195.8 million and $ 198.3 million (Rs. 11,900 million), respectively. The interest rate on this facility is six-month LIBOR plus 260 basis points. This loan is repayable in three annual equal installments beginning August 2016, August 2017 and August 2018.

In October 2011 and January 2013 respectively, SSL had obtained and fully drawn down an External Commercial Borrowing loan from Axis Bank of $ 500 million and $ 44.6 million in two tranches at an interest rate of LIBOR plus 400 basis points for $ 500.0 million and LIBOR plus 360 basis points for $ 44.6 million. The ECB is repayable in three annual installments of $ 200 million, $ 200 million and $ 100 million on April 21, 2015, April 21, 2016, April 21, 2017 respectively and $ 44.6 million on July 2015. The ECB is secured by all present and future movable assets of Jharsuguda Aluminium including its movable plant and machinery, equipment, machinery, spare tools and accessories. This loan is also backed by guarantee from Vedanta Resources Plc. As at March 31, 2013 and March 31, 2014 the amount of outstanding balance is $ 544.5 million and $ 545.2 million (Rs 32,709 million).

In August 2008, SSL had also obtained an External Commercial Borrowing loan from ICICI Bank, Singapore for $100 million at an interest rate of US$LIBOR plus 240 basis points which has a negative lien undertaking on the assets of the Jharsuguda Aluminium, both present and future, excluding assets already charged in favour of ICICI bank and other lenders. The loan is repayable in August 2014. As at March 31, 2013 and March 31, 2014, the amount outstanding is $ 24.8 million and $24.8 million (Rs. 1,491 million) respectively.

Term loans

In January 2012, VGCB was sanctioned financial assistance in the form of a Rupee term loan (RTL) of Rs.4,640 million from Axis Bank for financing the capital expenditure required towards the development, establishment, construction, operation and maintenance of coal handling facilities and up gradation of general cargo berth at outer harbor of Visakhapatnam port. The current effective interest rate of RTL was at 11.25%, which was a floating rate of interest revised on the basis of Axis Bank Base Rate plus 1.25% and is repayable with in forty five unequal quarterly installments commencing on December 2014. This loan is secured by first pari passu floating charge on movable and immovable assets of VGCB (other than project site as defined in concessional agreement) and unconditional and irrevocable corporate guarantee from SSL. The charge on assets was governed by terms of concessional agreement between VGCB and Board of Trustees for Visakhapatnam Port. As at March 31, 2013, the outstanding amount under this facility was Rs 2,927 million ($ 53.7 million). The same has been repaid during the year.

In September 2013, SSL had received a sanction of Rs 10,000 million loan from Axis Bank at an interest rate of 10.50% p.a. The loan is secured by way of mortgage and charge on all the immovable properties, both present and future, of Jharsuguda 2400 MW power plant and a second charge by way of hypothecation on all the movable fixed assets. The loan is repayable in September 2014. As on March 31, 2014 the outstanding amount under this facility is Rs 9,952 million ($ 165.9 million).

In December 2013, SSL had received a sanction of Rs 4,000 million loan from Canara bank at an interest rate of 11.20% p.a. The loan is secured by way of mortgage and charge on all the immovable properties, both present and future, of Jharsuguda 2400 MW power plant and a second charge by way of hypothecation on all the movable fixed assets As on March 31, 2014, the amount outstanding under this facility is Rs 3,990 million ($ 66.5 million). The loan is repayable in 16 quarterly installments from the end of quarter ending March 2015 till December 2018.

In March 2014, SSL has taken a loan of Rs 18,000 million from Axis Bank at an interest rate of 10.50%. These loans are secured by a first charge by way of mortgage / hypothecation of movable / immovable of all present and future assets of Jharsuguda Aluminium. These loans are repayable as Rs 6,000 million ($ 100.0 million) in February 2017, Rs 7,000 million ($116.7 million) in February 2018 and Rs 5,000 million ($83.3 million) in February 2019. As at March 31, 2014 the amount outstanding under this facility is Rs 17,801 million ($296.7 million).

During the previous years, SSL has also taken from State Bank of India at an interest rate of 11.75%. These loans are secured by (i) first priority charge by way of hypothecation of all present and future unencumbered and encumbered movable fixed asset for the Alumina refinery expansion at Lanjigarh and smelter expansion Project at Jharsuguda (including but not limited to Plant and Machinery, Machinery Spares, tools and accessories, base stock funded by the Rupee Facility of the Project (ii) first charge by way of mortgage on all present and future immovable fixed asset (including leasehold land, if any) acquired or to be acquired for the project of Jharsuguda Aluminium (iii) first Charge on the debt service receivable account and all monies lying to the credit of such amount from time to time (iv) second charge on current assets of Jharsuguda Aluminium for the project (v) These term loans are also backed by a Corporate Guarantee from Vedanta Resources Plc. These loans are repayable as Rs 4961 million within one year, Rs 9,922 million within second year, Rs 62,012 million within third year to fifth year, Rs 18,480 million beyond fifth year. As at March 31, 2014 the amount outstanding under this facility is Rs 95,375 million ($1,589.6 million)

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In June 2013, TMHL has also taken a term loan of $ 1,200 million from Standard Chartered Bank. The loan bears an interest rate of LIBOR plus 275 basis points and is due for repayment in four equal annual installments starting from June 2015. The facility is guaranteed by Vedanta Resources Plc. Further TEHL has pledged all the shares it holds in TMHL as security for this loan. As at March 31, 2014 the amount outstanding under this facility is $ 1,191.5 million (Rs 71,490 million).

During the previous years and current year, TMHL has also taken Loan from Vedanta Resources Jersey II Limited amounting to $ 3,900 million at an average interest rate of 7.90%. The said loan is repayable from May 2016 to May 2023. The outstanding balance as on March 31, 2013 & March 31, 2014 is $ 3,321.0 million and $ 3,893.8 million (Rs. 233,628 million) respectively.

Buyers’ credit

SSL had utilised extended credit terms relating to purchases of property, plant and equipment for its projects. As of March 31, 2013, the balance outstanding under this facility was Rs.378 million ($ 6.3 million). The outstanding loan as of March 31, 2013 was bearing interest rate at LIBOR plus 167 basis points. These are unsecured debts. These buyers credit have been paid during the year.

In June 2009, BALCO obtained onetime non-fund based limit of Rs. 6,250 million from Axis Bank for the purchase of capital goods for projects. The facility is secured by first pari passu charge on project moveable assets of BALCO (except borrowings in Indian currency i.e. BALCO can create charge on fixed assets for the domestic borrowings). As at March 31, 2013 and March 31, 2014 the amount outstanding under this facility was Rs.963 million and Rs.1,003 million ($16.7 million) respectively. The interest rate on this facility is LIBOR plus 200 basis points. The said outstanding amount is repayable up to September 2014.

In January 2010, BALCO obtained a non-fund based limit of Rs. 6,000 million from ICICI Bank for the purpose of import of capital goods, and subsequently another limit of Rs.2,500 million in December 2010 and Rs. 7,500 million in October 2011 which is secured by exclusive charge on assets imported under the facility. As at March 31, 2013 and March 31, 2014 the amount outstanding under this facility was Rs 10,299 million and Rs 5,865 million ($97.8 million) respectively. The interest rate on this facility is six-month LIBOR plus 170 basis points. The said outstanding amount is repayable on various dates from April 2014 to March 2015.

In May 2010, BALCO obtained buyers credit facility of $ 50 million from DBS Bank Limited, Singapore for the import of capital goods for projects. The facility is secured by first pari passu charge on all movable fixed assets including plant and machinery related to 1200 MW power plant and 3.25 LTPA Smelter project, both present and future along with secured lenders. The interest rate on this facility is six-month LIBOR plus 175 basis points. The outstanding amount is repayable from May 2013 to June 2013. The balance outstanding under the facility as at March 31, 2013 was Rs. 442 million. The same has been repaid during the year.

In March 2012, VGCB has obtained a non-fund based limit of Rs.1,500 million from Axis Bank for the purpose of import of capital goods, which is secured by a first pari passu floating charge on movable & immovable assets and unconditional and irrevocable corporate guarantee from SSL. As at March 31, 2013 and March 31, 2014, the amount outstanding under this facility was Rs. 804 million and Rs 967 million ($ 16.1 million). The interest rate on this facility is LIBOR plus 200 basis points. The said outstanding amount is repayable on various dates from October 2014 to May 2015.

In August 2010, TSPL obtained a non-fund based limit of Rs.10,000 million from ICICI Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL and a first charge on a pari passu basis on all the movable assets of TSPL. As at March 31, 2013 and March 31, 2014, the balance outstanding under this facility was Rs. 9,400 million and Rs. 7,911 million ($131.9 million) respectively. The interest rate on this facility is LIBOR plus 192 basis points. The said outstanding amount is repayable from April 2014 to September 2014.

In November 2011, TSPL obtained a non-fund based limit of Rs.5,000 million from State Bank of India for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL. As at March 31, 2013 and March 31, 2014 the balance outstanding under this facility was Rs. 5,285 million and Rs.5,834 million ($ 97.2 million) respectively. The interest rate on this facility is LIBOR plus 173 basis points. The said outstanding amount is repayable from May 2014 to September 2014.

In January 2012, TSPL obtained a non-fund based limit of Rs.5,000 million from Axis Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL and a sub servient charge on all the movable assets of TSPL. As at March 31, 2013 and March 31, 2014, the balance

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outstanding under this facility was Rs. 5,144 million and Rs 5,684 million ($94.7 million) respectively. The interest rate on this facility is LIBOR plus 190 basis points. The outstanding amount is repayable from April 2014 to September 2014.

In July 2012, TSPL obtained a non-fund based limit of Rs.3,900 million from Punjab National Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL. As of March 31, 2013 and March 31, 2014, the outstanding amount under this facility was Rs 3,560 million and Rs 3,655 million ($ 60.9 million). The interest rate on this facility is LIBOR plus 85 basis points. The said outstanding amount repayable from June 2014 to July 2014, has been rolled over to December 2014 and January 2015.

In March 2014, TSPL obtained a non-fund based limit of Rs.5,000 million from ICICI Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL and a first charge on a pari passu basis on all the movable assets of TSPL. As of March 31, 2014, the amount outstanding is Rs 595 million ($9.9 million). The interest rate on this facility is LIBOR plus 38 basis points. The said outstanding amount is repayable in March 2015.

In July 2013, TSPL obtained a non-fund based limit of Rs. 2,500 million from Yes Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL. As of March 31, 2014, the outstanding amount under this facility was Rs. 2,292 million ($ 38.2 million). The interest rate on this facility is LIBOR plus 74 basis points. The said outstanding amount is repayable from June 2014 to Dec 2014.

In Oct 2013, TSPL obtained a non-fund based limit of Rs. 2,500 million from Yes Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL and a sub servient charge on all the movable assets of TSPL. As of March 31, 2014, the outstanding amount under this facility was Rs 2,293 million ($38.2 million). The interest rate on this facility is LIBOR plus 76 basis points. The said outstanding amount is repayable from Oct 2014 to Nov 2014.

In Dec 2013, TSPL obtained a non-fund based limit of Rs. 2,000 million from IndusInd Bank for the purpose of import of capital goods, which is secured by unconditional and irrevocable corporate guarantee from SSL. As of March 31, 2014, the outstanding amount under this facility was Rs. 614 million ($ 10.2 million). The interest rate on this facility is LIBOR plus 85 basis points. The said outstanding amount is repayable in Dec 2014.

SSL had credit terms relating to purchases of property, plant and equipment amounting to Rs. 9,045 million and Rs. 1,320 million ($ 22.0 million) as at March 31, 2013 and March 31, 2014, respectively. These loans bear average interest at LIBOR plus 200 basis points. These are secured by all of the fixed assets of Jharsuguda Aluminium, immovable or movable, present and future, on a pari passu basis with other term lenders and with priority over other creditors. Project buyers’ credit have an average maturity of August 2014.

Non-convertible debentures (NCDs)

In October 2008, SSL issued NCDs of Rs 4,000 million to the Life Insurance Corporation of India at an interest rate of 11.50% and secured by first pari passu charge in favour of Debenture Trustees on the immovable properties situated at Mauje Ishwarpura, Taluka Kadi, District Mehsana, Gujarat and in the District of Kalahandi, Odisha. These NCDs are further secured by first pari passu charge over the fixed assets of Jharsuguda Aluminium pertaining to 1MTPA Lanjigarh Alumina Refinery. These NCDs are redeemable in three equal installments payable at October 22, 2015, October 22, 2014 and October 22, 2013 respectively. The first installment is already been paid in November 22, 2013. As on March 31, 2013 and March 31, 2014, the amount outstanding under this facility is Rs. 4,000 million and Rs. 2,667 million ($ 44.5 million).

In October, November and December 2012, SSL had issued NCDs for an aggregate amount of Rs 20,000 million. Out of these, Rs 10,000 million NCDs were issued at a coupon rate of 9.40% p.a., while another Rs 10,000 million NCDs have been issued at a coupon rate of 9.24% p.a. These NCDs are secured by way of mortgage on the immovable property of the Company situated at Sanaswadi in the State of Maharashtra and also by way of hypothecation on the movable fixed assets of Jharsuguda 2400 MW Power plant with a security cover of 1.25 times on the face value of outstanding NCDs at all time during the currency of NCDs. These NCDs are redeemable in tranches of Rs 5,000 million each on December 20, 2022, December 6, 2022, November 27, 2022 and October 25, 2022. In respect of all the four tranches of NCDs, the debenture holders and the Company have put and call option respectively at the end of the 5 years from the respective date of the allotment of the NCDs. As on March 31, 2013 and March 31, 2014 the outstanding amount under this facility is Rs 19,939 million and Rs 19,949 million ($ 332.5 million)

In April 2013, SSL had issued NCDs for an aggregate amount of Rs 25,000 million with an interest rate of 9.10% per annum. These NCDs are secured by way of mortgage on the immovable property of the Company situated at Tuticorin in the State of Tamilnadu and also by way of first ranking pari passu charge over the tangible and intangible movable fixed assets, both present and future of Jharsuguda 2,400 MW power plant with a security cover of 1.25 times on the face value of outstanding NCDs at all times during the tenure of the NCD. These NCDs are redeemable on April 5, 2023. The debenture holders of these NCDs and the Company have put and call option at the end of the 5 years from the respective date of the allotment of the NCDs. As on March 31, 2014 the amount outstanding under this facility is 24,966 million ($416.1 million).

In July 2013, SSL had issued NCDs for an aggregate amount of Rs 12,000 million in two tranches of Rs 7,500 million and Rs 4,500 million, with an interest rate of 9.17% per annum. These NCDs are secured by way of mortgage on the immovable property of the Company situated at Tuticorin in the state of Tamilnadu and also by way of first pari passu charge over the movable fixed assets of Lanjigarh refinery expansion project including 210 MW power plant project, with a security cover of 1.25 times on the face value of outstanding NCDs at all times during the tenure of the NCD. These NCDs are redeemable on July 4, 2023 for Rs 7,500 million and on July 5, 2023 for Rs 4,500 million. The debenture holders of these NCDs and the Company have put and call option at the end of the 5 years from the respective date of the allotment of the NCDs. As on March 31, 2014 the amount outstanding under this facility is Rs 11,978 million ($199.6 million)

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In November 2008, BALCO issued Rs. 5,000 million in Indian Rupee denominated NCDs to Life Incorporation of India. The debentures are repayable in three equal yearly installments beginning in November 2013. The first installment is already repaid in November 2013. The applicable interest rate is 12.25% per annum. The debentures are secured and have a pari passu charge on BALCO’s movable and immovable properties tangible or intangible assets, other than BALCO’s current assets to the extent of 1.33 times the issued amount of the debentures. As of March 31, 2013 and March 31, 2014 the outstanding balance was Rs. 5,000 million and Rs. 3,333 million ($ 55.6 million) respectively.

In May 2013, BALCO had issued NCDs of Rs 5,000 Million to Kotak Mahindra Bank and Axis Bank Limited. The debentures are repayable in two equal installments in November 2015 and May 2016. The applicable interest rate is 8.59% per annum. The debentures are secured and have a first pari passu charge over fixed assets of BALCO with minimum security cover of 1.10 times. As of March 31, 2014 the outstanding balance was Rs. 4,995 million ($ 83.3 million).

In December 2010 and January 2011, TSPL has issued NCDs of Rs. 15,000 million to ICICI Bank at a rate of 9.8% per annum. The first tranche of Rs. 7,500 million was issued in December 2010 and second tranche for the balance amount was issued in January 2011. The NCDs are secured by first pari passu charge on the assets of TSPL both present and future, with a minimum asset cover of 1.25 times during the tenure of the NCDs (including the debt service reserve account) and unconditional and irrevocable corporate guarantee by SIIL. NCDs have tenure of 13 years from the respective date of allotment, repayable in twelve equal quarterly installments after 10 years of allotment. As of March 31, 2013 and March 31, 2014, the amount outstanding was Rs. 15,004 million and Rs.15,027 million ($ 250.5 million) respectively.

In May 2013, VGCB issued NCDs to IDFC Bank of Rs 3,000 million at an interest rate of 9% per annum. These NCDs are redeemable on May 6, 2016, and also carry a put and call option exercisable at the end of 2nd year, May 6, 2015. The NCDs are secured 1.1 times of the face value of outstanding debentures, by way of charge on the fixed assets of the VGCB. As of March 31, 2014 the amount outstanding was Rs. 3,000 million ($ 50.0 million).

Commercial papers

During the year, SSL has issued commercial papers to various asset management companies for funding project payables. As of March 31, 2013 and March 31, 2014 the outstanding amount was Rs. 500 million and Rs 32,014 million ($ 533.6 million) bearing coupon rate ranging between of 9.70% to 10.26%. These were issued for short duration and are due for repayment within one year starting from April 2014 to October 2014. Out of the outstanding balance Rs 8,850 million has been repaid till June 2014.

During the year, BALCO has issued commercial papers to various asset management companies for funding project loan repayment and operational payables. As of March 31, 2014 outstanding balance was Rs. 11,080 million ($ 184.7 million) bearing average coupon rate of 10.08%. These were issued for a short duration and are repaid in April 14 and May 14.

During the year, TSPL has issued commercial papers to various asset management companies for funding project payables, which is secured by unconditional and irrevocable corporate guarantee from SSL. As of March 31, 2014 outstanding balance was Rs. 6,263 million (104.4 million) bearing coupon rate ranging between 9.75% to 10.40%. These were issued for a shorter duration and are repaid in April 2014 and June 2014.

Convertible notes

Convertible Senior Notes or Convertible Notes, due 2014

On October 29, 2009, SSL (erstwhile Sterlite Industries India Limited) raised $ 500 million by issue of 4.0% Convertible Notes of $ 1,000 each (the “Convertible Notes”). Subject to certain exceptions, the note holders have an option to convert these Convertible Notes into ADSs (each ADS now represents four equity shares. Prior to the bonus issue and the share split of the equity shares of the Company on June 25, 2010, each ADS represented one equity share) at any time prior to business day immediately preceding the maturity date at a conversion rate of 42.8688 ADSs per $ 1,000 principal amount of notes which is equal to a conversion price of approximately $ 23.33 per ADS. Upon effectiveness of the scheme of Amalgamation and Arrangement, conversion rate has been changed to $ 25.7213 ADSs per $1,000 principal amount of notes which is equal to a conversion price of approximately $38.88 per ADS. Further, at any time after November 4, 2012, SSL has a right to redeem in whole or parts of the Convertible Notes, subject to meeting certain conditions. The amount which SSL is required to pay contractually on October 30, 2014 is $ 500 million, unless previously converted, redeemed or purchased and cancelled. The amount outstanding as on March 31, 2013 and March 31, 2014 is Rs 24,081 million and Rs 28,710 ($ 478.5 million).

5% Convertible Bonds of $ 100,000 each amounting to US$ 500 million issued by SSL (erstwhile Sesa Goa Limited) in Financial Year 2009-10. The bondholders have an option to convert these FCCBs into shares, at a conversion price of Rs 346.88 per share and at a fixed rate of exchange on conversion of Rs 48.00 per US$ 1.00 at

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any time on or after December 9, 2009. The conversion price is subject to adjustment in certain circumstances. The FCCBs may be redeemed in whole, but not in part, on or after October 30, 2012, subject to certain conditions. Unless previously converted, redeemed or repurchased and cancelled, the FCCBs fall due for redemption on October 31, 2014 at par. The amount which SSL is required to pay contractually on October 31, 2014 is $ 216.8 million, unless previously converted, redeemed or purchased and cancelled. Up to March 31, 2014, 2,832 FCCB’s have been converted into 39,188,159 equity shares. The amount outstanding as on March 31, 2013 and March 31, 2014 is Rs 9,709 million and Rs 12,081 million ($ 201.4 million).

The conversion option amounting to Rs. 61 million and Rs. NIL million and un-amortised borrowing costs amounting to Rs. 119 million and Rs.42 million ($ 0.7 million) as of March 31, 2013 and March 31, 2014 respectively, are included along with the notes in consolidated statements of financial position

19. Acceptances

Acceptances consist of:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Payable under trade financing arrangements		79,486		90,718		1,512.0
		79,486		90,718		1,512.0

Acceptances comprise of credit availed from financial institutions for payment to suppliers for raw materials purchased by the Group. The arrangements are interest-bearing and are payable within one year. The fair value of acceptances is not materially different from the carrying values presented.

20. Trade and other payables

Trade and other payables consist of:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Trade payables		71,744		84,025		1,400.5
Advances from customers		2,506		3,408		56.8
Amount due to related parties		18,701		27,024		450.4
Creditors for capital expenditure		33,645		35,129		585.5
Security deposit and retentions		12,612		10,362		172.7
Payable on ASARCO claim [Refer Note 30(c)(i)]		4,501		4,973		82.8
Other payables		13,485		16,740		279.0
		157,194		181,661		3,027.7

Trade payables are non-interest bearing and are normally settled within 1 day to 180 days terms. The fair value of trade and other payables is not materially different from the carrying values presented. Other payables include statutory dues and other.

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21. Provisions

	Restoration, rehabilitation and environmental (a)		Other (b)			Total
	(Rs. in million)		(Rs. in million)			(Rs. in million)
As at April 1, 2012 (recast)		11,198		2,948			14,146
Additions		1,383		412			1,795
Disposals		—		(299	)		(299	)
Unwinding of discount		717		—			717
Exchange differences		23		(20	)		3
As at March 31, 2013 (recast)		13,321		3,041			16,362
Classification as at March 31, 2013 (recast)
Current		—		792			792
Non-current		13,321		2,249			15,570
		13,321		3,041			16,362

	Restoration, rehabilitation and environmental (a)		Other (b)			Total			Total
	(Rs. in million)		(Rs. in million)			(Rs. in million)			(US dollars in million)
As at April 1, 2013 (recast)		13,321		3,041			16,362			272.7
Additions		224		154			378			6.3
Disposal		—		(126	)		(126	)		(2.1	)
Unwinding of discount and effect of changes in discount rate		213		—			213			3.6
Exchange differences		897		463			1,360			22.7
As at March 31, 2014		14,655		3,532			18,187			303.2
Classification as at March 31, 2014
Current		358		768			1,126			18.8
Non-current		14,297		2,764			17,061			284.4
		14,655		3,532			18,187			303.2

(a) Restoration, rehabilitation and environmental

The provision for restoration, rehabilitation, decommissioning and environmental represents the Group’s best estimate of the costs which will be incurred in the future to meet the obligations under the laws of the land, the terms referred to in the Group’s mining and other licenses and contractual arrangements. Within India, the principal restoration, rehabilitation and environmental provisons are recorded within Cairn where a legal obligation exists relating to oil and gas fileds where costs are expected to be incurred in restoring the site of production facility at the end of producing life of oil fields. These amounts become payable upon closure of the mines or oil and gas fields and are expected to be incurred over a period of 1 to 26 years.

(b) Other

Other provisions comprise the Group’s best estimate of the costs based on the possibility of occurrence in the future to settle certain legal, tax and other claims outstanding against the Group. The timing of cash flows in respect of such provisions cannot be reasonably determined.

This also includes one onerous contract related to redundancy cost at Lisheen. The provision for redundancy cost becomes payable to employees on their termination of employment on or before the mine closure.

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22. Other non-current liabilities

Non-current liabilities consist of:

	As at March 31,
	2013		2014		2014
	(Rs. in millions) (recast)		(Rs. in millions)		(US dollars in millions)
Security deposits and retentions		13,180		12,314		205.2
Others		—		262		4.4
		13,180		12,576		209.6

23. Employee benefits

The Group participates in defined contribution and benefit schemes, the assets of which are held (where funded) in separately administered funds.

For defined contribution schemes the amount charged to the consolidated statements of profit or loss is the total of contributions payable in the year.

For defined benefit pension schemes, the cost of providing benefits under the plans is determined by actuarial valuation separately each year for each plan using the projected unit credit method by independent qualified actuaries as at the year end. Actuarial gains and losses arising in the year are recognized in full in the consolidated statements of profit or loss of that year.

Defined contribution plans

The Group contributed a total of Rs 1,116 million, Rs 1,159 million, Rs 1,499 million ($25.0 million) for the years ended March 31, 2012, 2013 and 2014 respectively, to the following defined contribution plans.

Central provident fund

In accordance with the Indian Provident Fund Act, employees are entitled to receive benefits under the Provident Fund. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (12.0% for 2014) of an employee’s basic salary. All employees have an option to make additional voluntary contributions. These contributions are made to the fund administered and managed by the Government of India (GOI) or to independently managed and approved funds. The Group has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the consolidated statements of profit or loss in the period they are incurred. Where the contributions are made to independently managed and approved funds, shortfall in actual return, if any, from the return guaranteed by the State are made by the employer. There is no such shortfall in the actual return for independently managed funds for the years ended March 31, 2013 and 2014. The benefits are paid to employees on their retirement or resignation from the Group.

Superannuation

Superannuation, another pension scheme applicable in India, is applicable only to senior executives. SSL and each relevant Indian subsidiary holds a policy with Life Insurance Corporation of India (“LIC”), to which each of these entities contributes a fixed amount relating to superannuation and the pension annuity is met by LIC as required, taking into consideration the contributions made. The Group has no further obligations under the scheme beyond its monthly contributions which are charged to the consolidated statements of profit or loss in the period they are incurred.

Australian pension scheme

The Group also participates in defined contribution superannuation schemes in Australia. The contribution of a proportion of an employee’s salary in a superannuation fund is a legal requirement in Australia. The employer contributes, into the employee’s fund of choice, 9.25% of an employee’s gross remuneration where the employee is covered by an industrial agreement and 12.25% of the basic remuneration for all other employees. All employees have the option to make additional voluntary contributions. The Group has no further obligations under the scheme beyond its monthly contributions which are charged to the consolidated statements of profit or loss in the period they are incurred.

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Skorpion Zinc Provident Fund, Namibia

The Skorpion Zinc Provident Fund is a defined contribution fund and is compulsory to all full time employees under the age of 60. The Group contribution to the fund is a fixed percentage of 8% per month of pensionable salary, whilst the employee contributes 7% with the option of making additional contributions, over and above the normal contribution, up to a maximum of 12%.

The Fund provides disability cover which is equal to the member’s fund credit and a death cover of 2 times annual salary in the event of death before retirement.

Black Mountain (Pty) Limited, South Africa Pension & Provident Funds

BMM has two retirement funds, both administered by Alexander Forbes, a registered financial service provider. Both funds form part of the Alexander Forbes umbrella fund and are defined contribution funds. The purpose of the funds is to provide retirement and death benefits to all eligible employees. Both the fund plans are defined contribution schemes for its employees and amount of contribution paid or payable during the year charged to profit or loss. Group contributes at a fixed percentage of 10.5% for up to supervisor grade and 15% for others.

Lisheen Mine, Ireland Pension Funds

Lisheen participates in a defined contribution pension scheme for all employees. The plan requires Lisheen to contribute 5% of annual basic salary of the employee and the employee is required to also contribute 5% of their annual basic salary. Under the terms of the executive scheme a contribution of 15% each is made by Lisheen and by the individual. Employees may also make additional voluntary contributions subject to certain limits. The Lisheen’s contribution will continue until an employee terminates employment or reaches the retirement age of 65, whichever happens first.

Defined benefit plans

Post Retirement Medical Benefits:

The Group has a scheme of post retirement medical benefits for employees at BMM. Based on an actuarial valuation conducted as at year end, a provision is recognised in full for the benefit obligation. The scheme is unfunded. The obligation relating to post retirement medical benefits at BMM were Rs. 339 million and Rs.324 million ($ 5.4 million) as at March 31, 2013 and 2014 respectively. The obligation under this plan is unfunded. The Group considers these amounts as not material and accordingly has not provided further disclosures as required by IAS 19 (Revised 2011) “Employee benefits”.

Gratuity plan

In accordance with the Payment of Gratuity Act of 1972, SSL and its Indian subsidiaries contribute to a defined benefit plan (the “Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, disability or termination of employment being an amount based on the respective employee’s last drawn salary and the number of years of employment with the Group.

Based on actuarial valuations conducted as at year end, a provision is recognised in full for the benefit obligation over and above the funds held in the Gratuity plan. In case where there is no Gratuity plan, full provision is recognised in the consolidated statements of financial position.

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Principal actuarial assumptions.

Principal actuarial assumptions used to determine the present value of the defined benefit obligation are as follows:

	Year ended March 31, 2012 (recast)	Year ended March 31, 2013 (recast)	Year ended March 31, 2014
Discount rate	8% - 9%	8%	9% - 9.1%
Expected rate of increase in compensation level of covered employees	3% - 10.0%	3% - 12.0%	3% - 12.0%

In India, the mortality tables used, assume that a person aged 60 at the end of the balance sheet date has a future life expectancy of 19 years.

Assumptions regarding mortality for Indian entities are based on mortality tables of ‘ Indian Assured Lives Mortality (2006-2008)’ published by the Institute of Actuaries of India.

Amount recognised in the consolidated statements of financial position consists of:

	Year ended March 31, 2012 (Rs. in million) (recast)			Year ended March 31, 2013 (Rs. in million) (recast)			Year ended March 31, 2014 (Rs. in million)			Year ended March 31, 2014 (US dollars in million)
Fair value of plan assets		2,417			2,521			2,754			45.9
Present value of defined benefit obligations		(3,983	)		(4,352	)		(4,439	)		(74.0	)
Net liability arising from defined benefit obligation		(1,566	)		(1,831	)		(1,685	)		(28.1	)

Amounts recognised in consolidated statements of profit or loss in respect of defined benefit pension schemes are as follows:

	Year ended March 31, 2012 (Rs. in million) (recast)		Year ended March 31, 2013 (Rs. in million) (recast)		Year ended March 31, 2014 (Rs. in million)		Year ended March 31, 2014 (US dollars in million)
Current service cost		194		251		260		4.3
Net interest cost		137		130		138		2.3
Total charge to consolidated statement of profit or loss		331		381		398		6.6

Amounts recognised in the consolidated statements of comprehensive income in respect of defined benefit pension scheme are as follows:

	Year ended March 31, 2012 (Rs. in million) (recast)			Year ended March 31, 2013 (Rs. in million) (recast)			Year ended March 31, 2014 (Rs. in million)			Year ended March 31, 2014 (US dollars in million)
Remeasurements on the net defined benefit obligation:-
Actuarial (gains) / losses arising from changes in demographic assumptions		—			—			(7	)		(0.1	)
Actuarial (gains) / losses arising from changes in financial assumptions		(11	)		26			(260	)		(4.4	)
Actuarial (gains) / losses arising from experience adjustments		288			351			412			6.9
Return on plan assets (excluding amounts included in net interest cost)		(56	)		(31	)		(47	)		(0.8	)
Remeasurement of the net defined benefit liability (asset)		221			346			98			1.6

The movement during the year ended March 31, 2014 in the present value of the defined benefit obligation was as follows:

	Year ended March 31, 2012 (Rs. in million) (recast)			Year ended March 31, 2013 (Rs. in million) (recast)			Year ended March 31, 2014 (Rs. in million)			Year ended March 31, 2014 (US dollars in million)
As at April 1,		(3,434	)		(3,983	)		(4,352	)		(72.5	)
At acquisition		(245	)		—			—			—
Current service cost		(194	)		(251	)		(260	)		(4.3	)
Benefits paid		443			581			666			11.0
Interest cost of scheme liabilities		(276	)		(322	)		(348	)		(5.8	)
Actuarial gains / (losses) arising from changes in demographic assumptions		—			—			7			0.1
Actuarial gains / (losses) arising from changes in financial assumptions		11			(26	)		260			4.4
Actuarial gains / (losses) arising from experience adjustments		(288	)		(351	)		(412	)		(6.9	)
As at March 31,		(3,983	)		(4,352	)		(4,439	)		(74.0	)

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The movement during the year ended March 31, 2014 in the fair value of plan assets was as follows:

	Year ended March 31, 2012 (Rs. in million) (recast)			Year ended March 31, 2013 (Rs. in million) (recast)			Year ended March 31, 2014 (Rs. in million)			Year ended March 31, 2014 (US dollars in million)
As at April 1,		1,735			2,417			2,521			42.0
At acquisition		169			—			—			—
Contributions received		692			375			535			8.9
Benefits paid		(374	)		(494	)		(559	)		(9.3	)
Remeasurement gains / (losses) arising from return on plan asset (excluding amounts included in net interest cost)		56			31			47			0.8
Interest income		139			192			210			3.5
As at March 31,		2,417			2,521			2,754			45.9

	LIC				ICICI
% allocation of plan assets	As at March 31				As at March 31
Assets by category	2013		2014		2013		2014
Government securities		43.4		46.6		—		—
Debentures/bonds		42.8		34.6		9.0		9.0
Equity instruments		5.2		4.6		6.0		6.0
Fixed Deposits		8.4		14.2		25.0		25.0
Money market instruments		0.2		0.0		60.0		60.0
		100.0		100.0		100.0		100.0

The actual return on plan assets was Rs 195 million, Rs 223 million and Rs 257 million ($4.3 million) for the years ended March 31, 2012, 2013 and 2014 respectively.

The weighted average duration of the defined benefit obligation is 11.68 years, 11.27 years and 11.50 years for the years ended March 31, 2012, 2013 and 2014 respectively.

The Group expects to contribute Rs 274 million ($ 4.6 million) to the funded defined benefit plans in fiscal 2015.

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Sensitivity analysis

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring at the reporting period while holding all other assumptions constant.

	Increase / (Decrease) in defined benefit obligation Rs million
Discount rate
Increase by 0.50 %		(2.0	)
Decrease by 0.50%		2.2
Expected rate of increase in compensation level of covered employees
Increase by 0.50 %		2.1
Decrease by 0.50%		(2.0	)

The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognised in the statement of financial position.

Risk analysis

Group is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans and management estimation of the impact of these risks are as follows:

Investment risk

Most of the Indian defined benefit plans are funded with Life Insurance Corporation of India. Group does not have any liberty to manage the fund provided to Life Insurance Corporation of India.

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government of India bonds for Group’s Indian operations. If the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the interest rate on plan assets will increase the plan liability.

Longevity risk/ Life expectancy

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.

Salary growth risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.

24. Financial instruments

This section gives an overview of the significance of financial instruments for the Group and provides additional information on the consolidated statements of financial position. Details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 and Note 3.

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Financial assets and liabilities:

The following tables present the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2013 and 2014.

As at March 31, 2013 (recast)
	(Rs. in million)
Financial assets	Cash		Held for trading		Loans and receivables		Available- for- sale financial assets		Derivatives used for hedging		Total carrying value		Total fair value
Financial assets investments
— at fair value		—		—		—		1,212		—		1,212		1,212
Other non-current assets		—		—		7,415		—		—		7,415		6,638
Trade and other receivables		—		—		108,326		—		—		108,326		108,326
Short term investments
—Bank deposits		—		—		149,947		—		—		149,947		149,947
—Other investments		—		258,224		—		—		—		258,224		258,224
Derivative financial assets		—		—		—		—		1,057		1,057		1,057
Cash and cash equivalents including restricted cash		15,905		—		—		—		—		15,905		15,905
		15,905		258,224		265,688		1,212		1,057		542,086		541,309

The consolidated statements of financial position and Note 14 “Trade and other receivables” include balances with government authorities of Rs. 8,107 million, prepayments of Rs. 2,150 million, advance for supplies of Rs. 9,536 million and claims and other receivables of Rs 3,408 million which are not financial assets and hence have been excluded from the above table.

The consolidated statements of financial position and Note 12 “Other non-current assets” include balances with government authorities of Rs. 3,106 million which are not financial assets and hence have been excluded from the above table.

As at March 31, 2013 (recast)
	(Rs. in million)
Financial liabilities	Derivatives not used for hedging		Derivatives used for hedging		Amortised cost		Total carrying value		Total fair value
Borrowings
—Short-term		—		—		178,413		178,413		178,413
—Long term (other than convertible notes)		—		—		489,248		489,248		497,681
—Convertible notes		61		—		33,729		33,790		38,616
Acceptances		—		—		79,486		79,486		79,486
Trade and other payables		—		—		146,375		146,375		146,375
Derivative financial liabilities		—		3,687		—		3,687		3,687
Total		61		3,687		927,251		930,999		944,258

The consolidated statements of financial position and Note 20 “Trade and other payables” include advances from customers of Rs. 2,506 million and other payables which includes balances due to government authorities of Rs. 3,392 million, other employees benefits of Rs. 3,496 million, liability towards compensation ordered by Supreme Court of Rs. 1,000 million and other payables of Rs. 425 million which are not financial liabilities and hence have been excluded from above table.

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As at March 31, 2014:
	(Rs. in million)														(US dollar in million)
Financial assets	Cash		Held for trading		Loans and receivables		Available for sale financial assets		Derivatives used for hedging		Total carrying value		Total fair value		Total carrying value		Total fair value
Financial assets investments
— at fair value		—		—		—		111		—		111		111		1.9		1.9
Other non—current assets		—		—		8,339		—		—		8,339		8,293		139.0		138.2
Trade and other receivable		—		—		76,717		—		—		76,717		76,717		1,278.6		1,278.6
Short term investments																—		—
—Bank deposits		—		—		115,339		—		—		115,339		115,339		1,922.3		1,922.3
—Other investments		—		402,676		—		—		—		402,676		402,676		6,711.3		6,711.3
Derivative financial assets		—		—		—		—		3,235		3,235		3,235		53.9		53.9
Cash and cash equivalents including restricted cash		15,423		—		—		—		—		15,423		15,423		257.1		257.1
		15,423		402,676		200,395		111		3,235		621,840		621,794		10,364.1		10,363.3

The consolidated statements of financial position and Note 14 “Trade and other receivables” include balances with government authorities of Rs. 6,360 million ($ 106.0 million), prepayments of Rs. 1,380 million ($ 23.0 million), advance for supplies of Rs. 6,957 million ($ 116.0 million) and claims and other receivables of Rs. 5,001 million ($ 83.3 million) which are not financial assets and hence have been excluded from the above table.

The consolidated statements of financial position and Note 12 “Other non-current assets” include balances with government authorities of Rs. 4,114 million ($ 68.6 million) and claims and other receivables of Rs. 362 million ($ 6.1 million) which are not financial assets and hence have been excluded from the above table.

As at March 31, 2014:
	(Rs. in million)						(US dollars in million)
Financial liabilities	Derivatives used for hedging		Amortised cost		Total carrying value		Total fair value		Total carrying value		Total fair value
Borrowings
—Short term (other than convertible notes)		—		120,937		120,937		120,937		2,015.6		2,015.6
—Long term		—		547,375		547,375		545,219		9,122.9		9,087.0
—Convertible notes		—		40,791		40,791		43,281		679.9		721.3
Acceptances		—		90,718		90,718		90,718		1,512.0		1,512.0
Trade and other payables		—		167,721		167,721		167,721		2,795.3		2,795.3
Derivative financial liabilities		9,195		—		9,195		9,195		153.2		153.2
Total		9,195		967,542		976,737		977,071		16,278.9		16,284.4

The consolidated statements of financial position and Note 20 “Trade and other payables” include advances from customers of Rs. 3,408 million ($ 56.8 million) and other payables which includes balances due to government authorities of Rs. 3,646 million ($ 60.8 million), other employees benefits of Rs. 2,991 million ($ 49.9 million) and security deposits and other payables of Rs. 3,895 million ($ 64.9 million) which are not financial liabilities and hence have been excluded from the above table.

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Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

Adoption of IFRS 13: Fair Value Measurement, has resulted in some minor changes to the method of valuation of financial derivatives instruments during the period. The credit risk arising from the non performance by counterparties i.e. credit value adjustment (‘CVA’) and debit value adjustment (‘DVA’) of their contractual financial obligations have been adjusted in fair value of financial derivatives The net impact of CVA/DVA adjustment has resulted in gain of Rs. 101 million during the year ended 31 March 2014. Changes in the fair value of the financial derivative instruments attributable to the change in the credit risk, resulted in a decrease in the fair value of such instruments Rs. 101 million during the year ended 31 March 2014.

The below tables summarise the categories of financial assets and liabilities as at March 31, 2013 and 2014 measured at fair value:

As at March 31, 2013 (recast)	(Level 1)		(Level 2)		(Level 3)
	(Rs. in millions)
Financial assets
At fair value through profit or loss
— Held for trading		258,224		—		—
— Derivative financial assets
— Commodity contracts		925		—		—
— Forward foreign currency contracts		—		132		—
Available-for-sale investments		—		—		—
—Financial asset investments held at fair value		112		—		1,100
		259,261		132		1,100
Financial liabilities
At fair value through profit or loss
—Derivative financial liabilities
—Currency swap		—		654		—
—Interest rate swap		—		1,282		—
—Forward foreign currency contracts		—		1,569		—
—Forward foreign current contracts (Net investment in foreign operation)		—		182		—
— Embedded derivative on convertible notes		—		—		61
		—		3,687		61

As at March 31, 2014	(Level 1)		(Level 2)		(Level 3)		(Level 1)		(Level 2)		(Level 3)
	(Rs. in millions)						(US dollars in millions)
Financial assets
At fair value through profit or loss
— Held for trading		402,676		—		—		6,711.3		—		—
— Derivative financial assets		—		—		—		—		—		—
—Commodity contracts		402		—		—		6.7		—		—
— Forward foreign currency contracts		—		915		—		—		15.2		—
— Forward foreign current contracts (Net investment in foreign operation)		—		1,918		—		—		32.0		—
Available-for-sale investments
—Financial asset investments held at fair value		111		—		—		1.9		—		—
		403,189		2,833		—		6,719.9		47.2		—

F-62

As at March 31, 2014	(Level 1)		(Level 2)		(Level 3)		(Level 1)		(Level 2)		(Level 3)
	(Rs. in millions)						(US dollars in millions)
Financial liabilities
At fair value through profit or loss
—Derivative financial liabilities
-Interest rate swap		—		1,725				—		28.8		—
—Commodity contracts		86		—		—		1.4		—		—
—Forward foreign currency contracts		—		7,384		—		—		123.0		—
		86		9,109		—		1.4		151.8		—

Movement in the fair value of embedded derivative on convertible notes (Level 3 item):

As at March 31,	2013			2014			2014
	Rs. in Millions			Rs. in Millions			US dollar in millions
As at April 01,		1,499			61			1.0
Credited to consolidated statements of profit or loss (Refer Note 6- Finance & other cost)		(1,438	)		(61	)		(1.0	)
As at March 31,		61			—			—

There are no transfers into or out of Level 3 of the fair value hierarchy.

Movement arising from fair valuation in financial assets investments (Level 3 item):

As at March 31,	2014			2014
	Rs. in millions			US dollar in millions
As at April 01, 2013		116			2.1
Disposed during the year		(116	)		(2.1	)
As at March 31, 2014		—			—

The below tables summarise the fair value of financial liabilities which are carried at amortised cost as at March 31, 2013 and 2014:

As at March 31, 2013	(Level 2)
	(Rs. in million)
Financial liabilities
At amortised cost
—Long term borrowings (other than convertible notes)		497,681
—Convertible notes		38,616
		536,297
As at March 31, 2014	(Level 2)		(Level 2)
	(Rs. in million)		(US dollars in million)
Financial liabilities
At amortised cost
—Long term borrowings		545,219		9,087.0
—Convertible notes		43,281		721.3
		588,500		9,808.3

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged or settled in a current transaction between willing parties.

The following methods and assumptions were used to estimate the fair values:

• Short-term marketable securities traded in active markets are determined by reference to quotes from the financial institutions; for example: Net asset value (NAV) for investments in mutual funds declared by mutual fund house.

• Trade and other receivables (excluding deposits with government and other prepayments), trade and other payables and short-term borrowings: Approximate their carrying amounts largely due to the short-term maturities of these instruments.

• Non current financial assets and financial liabilities: Either the carrying value approximates the fair value or fair value have been estimated by discounting the expected future cash flows using a discount rate equivalent to the risk free rate of return adjusted for the appropriate credit spread.

• Long-term fixed-rate and variable-rate borrowings: Fair value has been determined by the Group based on parameters such as interest rates, specific country risk factors, and the risk characteristics of the financed project. Accordingly the fair value of convertible notes as at March 31, 2013 and 2014 is Rs. 38,616 million and Rs. 43,281 million ($ 721.3 million). For all other long-term fixed-rate and variable-rate borrowings, either the carrying amount approximates the fair value, or fair value have been estimated by discounting the expected future cash flows using a discount rate equivalent to the risk free rate of return adjusted for the appropriate credit spread. The fair value of the embedded derivative liability of convertible notes has been calculated using “Auxiliary Reversed Binomial Tree method” and using the following significant assumptions as at March 31, 2013 and 2014, respectively:

• the implied volatility as 48.46% and 69.64% as at March 31 2014 and 33.6% and 30.2% as at March 31, 2013 and

• the Share price of $ 3.15 and ADS price of $ 12.42 as at March 31, 2014 and Share price of $ 2.85 and ADS price of $ 6.98 as at March 31, 2013.

• Quoted available-for-sale financial assets investments: Fair value is derived from quoted market prices in active markets. Unquoted investment represents an investment made by HZL in the equity share capital of the Andhra Pradesh Gas Power Corporation Limited (APGPCL) and was held at fair value based on a share purchase agreement with a

F-63

buyer for sale of the entire equity investment in APGPCL for an aggregate consideration of Rs. 1,100 million ($ 18.2 million) The sale has been concluded on April 10, 2013 and consequently, the gain on fair valuation of Rs. 116 million recognized in the consolidated statement of other comprehensive income in the previous year has been recycled to the consolidated statement of profit or loss during the year.

• Derivative contracts: The Group enters into derivative contracts with various counterparties, principally financial institutions with investment grade credit ratings. Forward foreign currency contracts and Interest rate swaps are valued using valuation techniques with market observable inputs. The most frequently applied valuation techniques for such derivatives include forward pricing using present value calculations, foreign exchange spot and forward premium rates. Commodity contracts are valued using the forward LME rates of commodities actively traded on the listed metal exchange i.e. London Metal Exchange, United Kingdom (U.K.).

The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationship and the value of other financial instruments recognised at fair value.

The estimated fair value amounts as at March 31, 2014 have been measured as at that date. As such, the fair values of these financial instruments subsequent to reporting date may be different than the amounts reported at each year-end.

There were no transfers between Level 1 and Level 2 during the year.

Risk management

The Group’s businesses are subject to several risks and uncertainties including financial risks.

The Group’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, commodity price risk, foreign exchange risk, interest rate risk, counterparty and concentration of credit risk and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers at both the corporate and individual subsidiary level. Each operating subsidiary in the Group has in place risk management processes which are in line with the Group’s policy. Each significant risk has a designated ‘owner’ within the Group at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated. The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Group’s Audit Committee. Key business decisions are discussed at the monthly meetings of the Executive Committee, an advisory committee empowered by the board of directors (the “board”) which performs advisory function for board for decision making. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the Board.

The risk management framework aims to:

• improve financial risk awareness and risk transparency

• identify, control and monitor key risks

• identify risk accumulations

• provide management with reliable information on the Group’s risk situation

• improve financial returns

Treasury management

The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

Treasury management focuses on capital protection, liquidity maintenance and yield maximization. The treasury policies are approved by the Board and adherence to these policies is strictly monitored at the Executive Committee meetings. Day-to-day treasury operations of the subsidiary companies are managed by their respective finance teams within the framework of the overall Group’s treasury policies. Long-term fund raising including strategic treasury initiatives are handled by a central team while short-term funding for routine working capital requirements is delegated to subsidiary companies. A monthly reporting system exists to inform senior management of investments, debt, currency, commodity and interest rate derivatives. The Group has a strong system of internal control which enables effective monitoring of adherence to Group’s policies. The internal control measures are effectively supplemented by regular internal audits.

The investment portfolio at the Group and Indian entities is independently reviewed by CRISIL Limited and our portfolio has been rated as “Very Good”.

The Group uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and interest rate and currency swaps and these are subject to the Group’s guidelines and policies. Interest rate swaps are taken to achieve a balance between fixed and floating rates and currency swaps are taken primarily to convert the Group’s exposure to non-US dollar currencies to INR.

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Commodity price risk

The Group is exposed to the movement of base metal commodity prices on the London Metal Exchange. Any decline in the prices of the base metals that the Group produces and sells will have an immediate and direct impact on the profitability of the businesses. As a general policy, the Group aims to sell the products at prevailing market prices. As much as possible, the Group tries to mitigate price risk through favourable contractual terms. The Group undertakes hedging activity in commodities to a limited degree. Hedging is used primarily as a risk management tool and, in some cases, to secure future cash flows in cases of high volatility by entering in to forward contracts or similar instruments. The hedging activities are subject to strict limits set out by the Board and to a strictly defined internal control and monitoring mechanism. Decisions relating to hedging of commodities are taken at the Executive Committee level and with clearly laid down guidelines for their implementation by the subsidiaries.

Financial instruments with commodity price risk are entered into in relation to following activities:

• economic hedging of prices realised on commodity contracts

• purchases and sales of physical contracts

• cash flow hedging of revenues forecasted highly probable transactions

Aluminum

The requirement of the primary raw material, alumina, is partly met from own sources and the rest is purchased primarily on negotiated price terms. Sales prices are linked to the LME prices. At present the Group on selective basis hedges the aluminium content in outsourced alumina to protect its margins.

The Group also enters into hedging arrangements for its aluminium sales to realise month of sale LME prices.

Copper

The Group’s custom smelting copper operations at Tuticorin benefits from a natural hedge except to the extent of a possible mismatch in quotational periods between the purchase of concentrate and the sale of finished copper. The Group’s policy on custom smelting is to generate margins from Treatment charges/Refining charges or “TcRc”, minimising conversion cost, generating a premium over LME on sale of finished copper, sale of by-products and from achieving import parity on domestic sales. Hence, mismatches in quotational periods are actively managed to ensure that the gains or losses are minimised. The Group hedges this variability of LME prices and tries to make the LME price an indifference cost between purchases of copper concentrate and sales of finished products, both of which are linked to the LME price. The Group also benefits from the difference between the amounts paid for quantities of copper content received and copper recovered in the manufacturing process, also known as ‘free copper’.

The Group’s copper mines in Tasmania, Australia, during the year supplied approximately 5.1% of the requirement of the custom copper smelter at Tuticorin. Hence, TCRCs are a major source of income for the Indian copper smelting operations. Fluctuations in TCRCs are influenced by factors including demand and supply conditions prevailing in the market for mine output. The Group’s copper business has a strategy of securing a majority of its concentrate feed requirement under long-term contracts with mines.

Zinc India

The sales prices of Zinc and Lead are linked to the LME prices. The Group has some long-term volume contracts with some customers where the prices are linked to prevailing LME prices at the time of shipment. The Group hedges custom production of Indian operation through forwards contracts or other instruments. Raw material for zinc and lead is mined in India.

Zinc International

Raw material for zinc and lead is mined in Namibia, South Africa and Ireland with sales prices linked to the LME prices.

Iron ore

Iron ore is mined in India and the Group exports majority of its Iron ore production at Index based international prices on spot contracts where price is fixed based on the prevailing index price on the date of agreement and on long term contracts wherein the price is arrived by averaging the price of the quarter/ week preceeding the date of bill of lading.

Iron ore prices in the domestic market in India tend to follow international prices. Contract prices are determined by the government-owned agency, NMDC, which usually reacts to firm rise in international prices, though with a lag time, by increasing the domestic prices to align with the international prices.

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The Group has historically not used derivatives for iron ore commodity hedging.

Oil and gas

The prices of various crude oils are based upon the price of the key physical benchmark crude oil such as Dated Brent, West Texas Intermediate, and Dubai/Oman etc. More than 60% of the world’s internationally traded crude oil is priced against Dated Brent. The crude oil prices move based upon market factors like supply and demand. The regional producers price their crude basis these benchmark crude with a premium or discount over the benchmark based upon quality differential and competitiveness of various grades.

Natural gas markets are evolving differently in important geographical markets. There is no single global market for natural gas. This could be owing to difficulties in large-scale transportation over long distances as compared to crude oil. Globally, there are three main regional hubs for pricing of natural gas, which are USA (Henry Hub Prices), UK (NBP Price) and Japan (imported gas price, mostly linked to crude oil).

This table illustrates the impact of a 10% movement in LME / LBMA, Oil and Iron Ore prices based on volumes, costs and exchange rates for fiscal 2013 and 2014 and provide the estimated impact on operating profit assuming all other variables remain constant.

10 percent movement in price	Change in operating profit
	2013		2014		2014
	(Rs. in millions)		(Rs. in millions)		(US dollars in millions)
Copper		1,562		1,322		22.0
Zinc India		9,887		10,794		179.9
Zinc International		4,262		3,888		64.8
Aluminium		6,970		6,637		110.6
Oil		16,372		16,738		279.0
Iron ore		1,078		4		0.1
Total		40,131		39,383		656.4

The impact of a 10 percent movement in prices on net profit and equity would be Rs 36,559 million ($ 609.3 million).

Further, the impact of change in copper LME for provisionally priced copper concentrate purchase at SSL Copper custom smelting operations is pass through in nature and as such will not have any impact on profitability.

Financial risk

The Group’s Board approved financial risk policies comprise liquidity, currency, interest rate and counterparty risk. The Group does not engage in speculative treasury activity but seeks to manage risk and optimize interest and commodity pricing through proven financial instruments.

(a) Liquidity

The Group requires funds both for short-term operational needs as well as for long-term investment programmes mainly in growth projects. The Group generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term.

SSL’s current ratings from CRISIL are CRISIL AA+/stable for long term and CRISIL A1+ for short-term programmes. These ratings support the necessary financial leverage and access to debt or equity markets at competitive terms. The Group generally maintains a healthy net debt-equity ratio and retains flexibility in the financing structure to alter the ratio when the need arises.

The maturity profile of the Group’s financial liabilities based on the remaining period from the date of financial position to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Group.

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As at March 31, 2013 (recast) Payment due by year	<1 year		1-2 years		2-5 years		>5 years		Total
	(Rs. in million)
Acceptances		79,486		—		—		—		79,486
Trade and other payables		146,375		—		—		—		146,375
Borrowings (other than convertible notes)		178,837		37,909		330,704		123,539		670,989
Convertible notes		—		38,987		—		—		38,987
Derivative liabilities		2,398		90		1,199		—		3,687
		407,096		76,986		331,903		123,539		939,524
As at March 31, 2014 Payment due by year	<1 year		1-2 years		2-5 years		>5 years		Total
	(Rs. in million)
Acceptances		90,718		—		—		—		90,718
Trade and other payables		167,721		—		—		—		167,721
Borrowings (other than convertible notes)		121,890		53,703		356,884		139,096		671,573
Convertible notes		43,080		—		—		—		43,080
Derivative liabilities		7,550		816		829		—		9,195
		430,959		54,519		357,713		139,096		982,287
US dollars in million		7,182.7		908.6		5,961.9		2,318.3		16,371.5

As at March 31, 2013, the Group had access to funding facilities of Rs. 493,315 million of which Rs. 152,887 million was not yet drawn, as set out below.

Funding facility	Total facility		Drawn		Un drawn
	(Rs. in million)		(Rs. in million)		(Rs. In million)
Less than 1 year		449,708		312,069		137,639
1-2 years		5,040		4,108		932
2-5 years and above		38,567		24,251		14,316
Total		493,315		340,428		152,887

As at March 31, 2014, the Group had access to funding facilities of Rs. 521,537 million ($ 8,692.3 million) of which Rs. 103,699 million ($ 1,728.3 million) was not yet drawn, as set out below:

Funding facility	Total facility		Drawn		Un drawn
	(Rs. in million)		(Rs. in million)		(Rs. in million)
Less than 1 year		497,513		397,673		99,840
2-5 years and above		24,024		20,165		3,859
Total		521,537		417,838		103,699
US dollars in million		8,692.3		6,964.0		1,728.3

Collateral

The Group has pledged a part of its trade receivables, short-term investments and cash and cash equivalents in order to fulfill the collateral requirements for the financial facilities in place. The counterparties have an obligation to return the securities to the Group. There are no other significant terms and conditions associated with the use of collateral.

The details related to the fair value of collateral have been stated in Note 14, 15 and 16.

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(b) Foreign exchange risk

Fluctuations in foreign currency exchange rates may have an impact on the consolidated statements of profit or loss, the consolidated statements of change in equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the respective consolidated entities.

Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from the fluctuations primarily in the US dollar, Australian dollar, Namibian dollar, ZAR, GBP and Euro against the functional currencies of Sesa Sterlite and its subsidiaries.

Exposures on foreign currency loans are managed through the Group wide hedging policy, which is reviewed periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed. The Group strives to achieve asset liability offset of foreign currency exposures and only the net position is hedged.

The Group uses forward exchange contracts, currency swaps and other derivatives to hedge the effects of movements in exchange rates on foreign currency denominated assets and liabilities. The sources of foreign exchange risk are outstanding amounts payable for imported raw materials, capital goods and other supplies as well as financing transactions and loans denominated in foreign currencies. The Group is also exposed to foreign exchange risk on its exports and foreign exchange risk on its net investment in foreign operations. Most of these transactions are denominated in US dollars. The policy of the Group is to determine on a regular basis what portion of the foreign exchange risk on financing transactions and loans are to be hedged through forward exchange contracts and other instruments. Short-term net exposures are hedged progressively based on their maturity. A more conservative approach has been adopted for project expenditures to avoid budget overruns. Longer term exposures, except part of net investment in foreign operations exposures, are normally unhedged. However all new long-term borrowing exposures are being hedged. The hedge mechanisms are reviewed periodically to ensure that the risk from fluctuating currency exchange rates is appropriately managed.

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The following analysis is based on the gross exposure as at the reporting date which could affect the consolidated statements of profit or loss and consolidated statements of comprehensive income. The exposure summarised below is mitigated by some of the derivative contracts entered into by the Group as disclosed under the section on “Derivative financial instruments”

	As at March 31, 2013 (recast)				As at March 31, 2014				As at March 31, 2014
	Financial assets		Financial liabilities		Financial assets		Financial liabilities		Financial assets		Financial liabilities
	(Rs. in million)		(Rs. in million)		(Rs. in million)		(Rs. in million)		(US dollars in million)		(US dollars in million)
US dollar		143,810		631,906		150,729		651,592		2,512.1		10,859.9
Australian dollar		286		751		244		829		4.1		13.8
Euro		5,188		3,907		6,349		4,680		105.8		78.0
Namibian dollar		720		999		415		1,206		6.9		20.1
ZAR		2,176		507		1,093		844		18.2		14.1
GBP		—		397		2,058		307		34.3		5.1
Canadian dollar & other		84		131		661		73		11.0		1.2

The Group’s exposure to foreign currency arises where a group entity holds monetary assets and liabilities denominated in a currency different to the functional currency of that entity, with US dollar being the major non-functional currency. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rate, liquidity and other market changes.

The results of Group’s operations may be affected largely by fluctuations in the exchange rates between the Indian Rupee, Australian dollar, Namibia dollar and ZAR against the US dollar. The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the currencies by 10% against the functional currency of the Group.

A 10% appreciation/depreciation of the respective foreign currencies with respect to the functional currency of the Group and its subsidiaries would result in net decrease/increase in the Group’s profit or loss and equity for the fiscal years 2013 and 2014 by Rs. 8,916 million and Rs. 10,512 million ($ 175.2 million) respectively.

(c) Interest rate risk

The Group is exposed to interest rate risk on short-term and long-term floating rate instruments. The Group’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates.

The borrowings of the Group are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. The US dollar debt is split between fixed and floating rates (linked to US dollar LIBOR) and the Indian Rupee debt is principally at fixed interest rates. The Group has a policy of selectively using interest rate swaps, option contracts and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a monthly basis.

The Group invests cash and liquid investments in short-term deposits and debt mutual funds, some of which generate a tax-free return, to achieve the Group’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.

Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.

The exposure of the Group’s financial assets as at March 31, 2013 to interest rate risk is as follows:

	Floating rate financial assets		Fixed rate financial assets		Non-interest bearing financial assets		Total financial assets
	(Rs. in million)		(Rs. in million)		(Rs. in million)		(Rs. in million)
Financial assets		260,494		214,262		66,273		541,029
Derivative financial assets		0		0		1,057		1,057
		260,494		214,262		67,330		542,086

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The weighted average interest rate on the fixed rate financial assets is 8.0% and the weighted average period for which the rate is fixed is 2.09 years.

The exposure of the Group’s financial liabilities as at March 31, 2013 to interest rate risk is as follows:

	Floating rate financial liabilities		Fixed rate financial liabilities		Non- interest bearing financial liabilities		Total financial liabilities
	(Rs. in million)		(Rs. in million)		(Rs. in million)		(Rs. in million)
Financial liabilities		392,728		387,299		147,285		927,312
Derivative financial liabilities		—		—		3,687		3,687
		392,728		387,299		150,972		930,999

The weighted average interest rate on the fixed rate financial liabilities is 7.1% and the weighted average period for which the rate is fixed is 2.91 years.

The exposure of the Group’s financial assets as at March 31, 2014 to interest rate risk is as follows:

	Floating rate financial assets		Fixed rate financial assets		Non- interest bearing financial assets		Total financial assets
	(Rs. in million)		(Rs. in million)		(Rs. in million)		(Rs. in million)
Financial assets		341,976		202,657		73,972		618,605
Derivative financial assets		0		0		3,235		3,235
		341,976		202,657		77,207		621,840
(US dollars in million)		5,699.6		3,377.7		1,286.8		10,364.1

The weighted average interest rate on the fixed rate financial assets is 6.6% and the weighted average period for which the rate is fixed is 2.35 years.

The exposure of the Group’s financial liabilities as at March 31, 2014 to interest rate risk is as follows:

	Floating rate financial liabilities		Fixed rate financial liabilities		Non-interest bearing financial liabilities		Total financial liabilities
	(Rs. in million)		(Rs. in million)		(Rs. in million)		(Rs. in million)
Financial liabilities		324,404		480,896		162,242		967,542
Derivative financial liabilities		—		—		9,195		9,195
		324,404		480,896		171,437		976,737
(US dollars in millions)		5,406.7		8,014.9		2,857.3		16,278.9

The weighted average interest rate on the fixed rate financial liabilities is 6.3% and the weighted average period for which the rate is fixed is 3.71 years.

The table below illustrates the impact of a 0.5% to 2.0% movement in interest rates on interest expense on loans and borrowings for fiscal 2014. The risk estimate provided assumes that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant.

Movement in interest rates	Impact of US dollar interest rates
	2013		2014		2014
	(Rs. in million)		(Rs. in million)		(US dollars in million)
0.50%		1,865		1,481		24.7
1.00%		3,729		2,962		49.4
2.00%		7,459		5,924		98.7

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(d) Counterparty and concentration of credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group is exposed to credit risk for receivables, cash and cash equivalents, short-term investments, financial guarantees and derivative financial instruments.

Credit risk on receivables is limited as almost all credit sales are against letters of credit and guarantees of banks of national standing. Moreover, given the diverse nature of the Group’s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 10.0% or more of our revenue on a consolidated basis in any of the years indicated except for our oil and gas business, where a single customer accounted for 11.3% of our revenue on a consolidated basis in fiscal year 2014. This customer accounted for less than 10% of our revenue in fiscal 2013. The history of trade receivables shows a negligible provision for bad and doubtful debts. The credit risk on the loans to associate and other related parties is supported by a Letter of comfort from Vedanta. Therefore, the Group does not expect any material risk on account of non-performance by any of the Group’s counterparties.

For short-term investments, counterparty limits are in place to limit the amount of credit exposure to any one counterparty. For derivative and financial instruments, the Group attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned by international credit-rating agencies. Defined limits are in place for exposure to individual counterparties in case of mutual funds schemes and bonds.

The carrying value of the financial assets other than cash represents the maximum credit exposure. The Group’s maximum exposure to credit risk at March 31, 2013 and March 31, 2014 is Rs. 526,181 million and Rs. 606,417 million ($ 10,107.0 million).

The maximum credit exposure on financial guarantees given by the Group for various financial facilities is described in Note 30 on “Commitments, contingencies, and guarantees”.

None of the Group’s cash equivalents, including time deposits with banks, are past due or impaired. Regarding trade and other receivables, and other non-current assets, there were no indications as at March 31, 2014, that defaults in payment obligations will occur except as described in Note 14 on allowance for impairment of trade and other receivables.

Of the year end trade and other receivable balance the following were past due but not impaired:

As at March 31	2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million)		(US dollar in million)
Less than 1 month		2,490		2,424		40.4
Between 1 - 3 months		3,747		7,533		125.6
Between 3 - 12 months		2,252		2,462		41.0
Greater than 12 months		1,656		1,816		30.3
		10,145		14,235		237.3

Receivables are deemed to be past due or impaired with reference to the Group’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those that have not been settled within the terms and conditions that have been agreed with that customer.

Receivables amounting to Rs. 2,150 million ($ 35.8 million), of the Power division of the Group have been impaired primarily as a result of an ongoing dispute in relation to a tariff agreement with a power supply company. Further, receivables from a Joint Operation Partner in respect of oil and gas segment of the Group, amounting to Rs. 4,947 million ($ 82.5 million), have been impaired due to uncertainty of its recoverability.

The credit quality of the Group’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Group actively seeks to recover the amounts in question and enforce compliance with credit terms.

F-71

Derivative financial instruments

The Group uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and these are subject to the Group guidelines and policies.

All derivative financial instruments are recognized as assets or liabilities on the consolidated statements of financial position and measured at fair value, generally based on quotations obtained from financial institutions or brokers. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and the resulting designation.

The fair values of all derivatives are separately recorded in the consolidated statements of financial position within other current and non-current assets and liabilities. Derivatives that are designated as hedges are classified as current or non-current depending on the maturity of the derivative.

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The Group uses derivative instruments as part of its management of exposures to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The use of derivatives can give rise to credit and market risk. The Group tries to control credit risk as far as possible by only entering into contracts with reputable banks and financial institutions. The use of derivative instruments is subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by management and the Board. The market risk on derivatives is mitigated by changes in the valuation of the underlying assets, liabilities or transactions, as derivatives are used only for risk management purposes.

Embedded derivatives

Derivatives embedded in other financial instruments or other contracts are treated as separate derivative contracts and marked-to-market when their risks and characteristics are not clearly and closely related to those of their host contracts and the host contracts are not fair valued.

In respect of embedded derivative conversion option, a 10% increase in SSL’s ADR/share price would have resulted in an approximate loss of Rs. 381 million and Rs. 1 million ($ 0.0 million) for the fiscal 2013 and 2014 respectively and a 10% decrease in SSL’s ADR/share price would have resulted in an approximate gain of Rs. 169 million and Rs. 1 million ($ 0.0 million) for the fiscal 2013 and 2014 respectively.

A 10% increase in implied volatility would have resulted in an approximate loss of Rs. 352 million and Rs. 1 million ($ 0.0 million) for fiscal 2013 and 2014 respectively. A 10% decrease in implied volatility would have resulted in an approximate gain of Rs. 184 million and Rs. 1 million ($ 0.0 million) for fiscal 2013 and 2014 respectively.

Cash flow hedges

The Group also enters into forward exchange and commodity price contracts for hedging highly probable forecast transaction and account for them as cash flow hedges and states them at fair value. Subsequent changes in fair value are recognized in equity until the hedged transaction occurs, at which time, the respective gain or losses are reclassified to the consolidated statements of profit or loss. These hedges have been effective for the year ended March 31, 2014.

The Group uses foreign exchange contracts from time to time to optimize currency risk exposure on its foreign currency transactions. The Group hedged part of its foreign currency exposure on capital commitments during fiscal 2014. Fair value changes on such forward contracts are recognized in the consolidated statements of comprehensive income.

The majority of cash flow hedges taken out by the Group during the year comprise non-derivative hedging instruments for hedging the foreign exchange rate of highly probable forecast transactions.

The cash flows related to above are expected to occur during the year ended March 31, 2015 and consequently may impact the consolidated statements of profit or loss for that year depending upon the change in the commodity prices and foreign exchange rates movements. For cash flow hedges regarded as basis adjustments to initial carrying value of the property, plant and equipment, the depreciation on the basis adjustments made is expected to affect the consolidated statements of profit or loss between fiscal year 2015 to 2032.

Fair value hedge

The fair value hedges relate to forward covers taken to hedge currency exposure and commodity price risks.

The Group’s sales are on a quotational period basis, generally one month to three months after the date of delivery at a customer’s facility. The Group enters into forward contracts for the respective quotational period to hedge its commodity price risk based on average LME prices. Gains and losses on these hedge transactions are substantially offset by the amount of gains or losses on the underlying sales.

The Group uses foreign exchange contracts from time to time to optimize currency risk exposure on its foreign currency transactions. Fair value changes on such forward contracts are recognized in the consolidated statements of profit or loss.

Non-qualifying/economic hedge

The Group enters into derivative contracts which are not designated as hedges for accounting purposes, but provide an economic hedge of a particular transaction risk or a risk component of a transaction. Hedging instruments include copper, aluminium and zinc future contracts on the LME and certain other derivative instruments. Fair value changes on such derivative instruments are recognized in the consolidated statements of profit or loss.

Hedge of net investment of foreign exchange

The Group has partly hedged its foreign exchange risk in net investment in foreign operations. Exchange differences arising from the translation of the net investment in foreign operations are recognised directly in equity. Gains and losses on those hedging instruments on forward exchange contracts designated as hedges of the net investments in foreign operations are recognised in equity to the extent that the hedging relationship is effective. These amounts are included in exchange differences on translation of foreign operations as stated in the consolidated statements of comprehensive income. Gains and losses relating to hedge ineffectiveness are recognised immediately in the consolidated statements of profit or loss for the period. Gains and losses

F-73

accumulated in the translation reserve are included in the consolidated statements of profit or loss when the foreign operation is disposed off. The fair value of the Group’s derivative positions recorded under derivative financial assets and derivative financial liabilities are as follows:

	As at March 31, 2013 (recast)				As at March 31, 2014
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
	(Rs. in million)								(US dollars in million)
Current
Cash flow hedges*
— Commodity contracts		904		—		40		18		0.7		0.3
— Forward foreign currency contracts		—		3		—		306		—		5.1
Fair value hedges**
— Commodity contracts		11		—		38		3		0.6		0.1
— Forward foreign currency contracts		132		1,109		915		5,473		15.2		91.2
Net investment in foreign operation***		—		182		1,918		—		32.0		—
Non-qualifying hedges
— Commodity contracts		10		—		324		65		5.4		1.0
— Forward foreign currency contracts		—		457		—		1,605		—		26.7
— Currency swap		—		654		—		—		—		—
— Interest rate swap		—		—		—		83		—		1.4
Non Current
Non-qualifying hedges
— Interest rate Swap		—		1,282		—		1,642		—		27.4
Total		1,057		3,687		3,235		9,195		53.9		153.2

* Refer consolidated statements of profit or loss and consolidated statements of change in equity for the change in the fair value of cash flow hedges.

** The change in fair value hedge of Rs. 11 million and Rs. 35 million ($ 0.5 million) in commodity contracts and Rs. 977 million and Rs. 4,558 million ($ 76.0 million) on forward foreign currency contracts for the fiscal 2013 and 2014 respectively, has been recognised in the consolidated statements of profit or loss and offset with the similar gains on the underlying sales.

*** Comprises gain of Rs. 1,511 million ($ 25.2 million) recognised in consolidated statements of comprehensive income and gain of Rs. 407 million ($ 6.8 million) recognised in consolidated statements of profit or loss.

25. Capital management

The Group’s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Group’s overall strategy remains unchanged from previous year.

The Group sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

The funding requirements are met through a mixture of equity, internal accruals, convertible debt securities, and other long term borrowings. The Group’s policy is to use short-term and long-term borrowings to meet anticipated funding requirements.

The Group monitors capital on the basis of the net debt to equity ratio. The Group is not subject to any externally imposed capital requirements.

Net debt are long term and short term debts as reduced by cash and cash equivalents (including restricted cash and cash equivalents) and short-term investments. Equity comprises all components excluding other components of equity (which comprises the cash flow hedges, translation of foreign operations and available-for-sale financial investments).

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The following table summarizes the capital of the Group:

As at March 31,	2013			2014			2014
	(Rs. in million)			(Rs. in million)			(US dollars in million)
Equity		1,187,943			1,286,819			21,447.0
Cash and cash equivalents (Note 16 and 17)		15,905			15,423			257.1
Short term investments (Note 15)		408,171			518,015			8,633.6
Total cash (a)		424,076			533,438			8,890.7
Short-term borrowings		178,413			161,728			2,695.5
Long-term borrowings		523,038			547,375			9,122.9
Total debt (b) (Note 18)		701,451			709,103			11,818.4
Net debt (a-b)		(277,375	)		(175,665	)		(2,927.7	)
Total capital (equity+net debt)		1,465,318			1,462,484			24,374.7
Net debt to equity ratio		(0.2	)		(0.1	)		(0.1	)

26. Shareholders’ equity

Authorised Share Capital:

As at March 31, 2013 the authorised share capital of erstwhile Sesa Goa Limited comprised 100,000,000 equity shares with a par value of Re. 1 each. During the year pursuant to the Scheme of amalgamation and arrangement, SSL’s authorised share capital has increased to 51,260,000,000 equity shares with a par value of Re 1 each.

Issued, subscribed and paid up Share Capital:

As at March 31, 2013, erstwhile Sesa Goa Limited was having issued, subscribed and paid-up share capital of 869,101,423 equity shares with a par value of Re. 1 each.

During the year pursuant to the Scheme of amalgamation and arrangement, SSL’s equity share capital has changed as follows:

• 1,656,179,625 number of equity shares have been issued to the equity shareholders of SIIL, except for equity shares of SIIL held by MALCO and excluding shares against which ADS were issued in the ratio of 3 equity shares of face value of Re 1/- each in the Company for every 5 equity shares held in SIIL. 72,173,625 ADS of the Company representing 288,694,500 equity shares of the Company have been issued in the ratio of 3 ADS of the Company for every 5 ADS of SIIL.

• 78,724,989 number of equity shares have been issued to the equity shareholders of MALCO in the ratio of 7 equity shares of face value of Re 1/- each in the Company for every 10 equity shares held in MALCO.

• 72,304,334 number of equity shares were issued to the equity shareholders of Ekaterina in the ratio of 1 equity share of face value Re 1/- each in the Company for every 25 shares held in Ekaterina.

As at March 2014, Sesa Sterlite’s issued equity share capital was Rs. 2,965 million ($ 49.4 million) consisting of 2,965,004,871 equity shares.

Retained earnings includes amongst others, general reserve, debenture redemption reserve and preference share redemption reserve.

General reserves

Under the Indian Companies Act 1956, a general reserve is created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers is to ensure that if a dividend distribution in a given year is more than 10.0% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. The balances in the standalone financial statements of SSL’s general reserves, as determined in accordance with applicable regulations, were Rs. 119,265 million ($ 1,987.8 million) as at March 31, 2014.

Debenture redemption reserve

The Indian Companies Act 1956 requires companies that issue debentures to create a debenture redemption reserve from annual profits until such debentures are redeemed. Companies are required to maintain 25% as a reserve of outstanding redeemable debentures. The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures. Retained earnings of the standalone financial statements of SSL as at March 31, 2014 include Rs. 3,579 million ($ 59.7 million) of debenture redemption reserve.

Preference share redemption reserve

The Indian Companies Act provides that companies that issue preference shares may redeem those shares from profits of the Company which otherwise would be available for dividends, or from proceeds of a new issue of shares made for the purpose of redemption of the preference shares. If there is a premium payable on redemption, the premium must be provided for, either by reducing the additional paid in capital (securities premium account) or net income, before the shares are redeemed.

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If profits are used to redeem preference shares, the value of the nominal amount of shares redeemed should be transferred from profits (retained earnings) to the capital redemption reserve account. This amount should then be utilised for the purpose of redemption of redeemable preference shares. This reserve can be used to issue fully paid-up bonus shares to the shareholders of Sesa Sterlite. Retained earnings of the standalone financial statements of SSL include Rs. 769 million ($12.8 million) of preference share redemption reserve as at March 31, 2014.

Dividends

Each equity share holder is entitled to dividends as and when Sesa Sterlite declares and pays dividends after obtaining shareholder approval / board approval in case of an interim dividend. Dividends are paid in Indian Rupees. Remittance of dividends outside India is governed by Indian law on foreign exchange and is subject to applicable taxes.

On April 29, 2013 the board of directors of erstwhile SIIL declared an interim dividend of Rs. 1.20 ($0.02) per equity share for the year ended March 31, 2013. The dividend amounting to Rs. 4,033 million has been paid on May 14, 2013.

On October 31, 2013 the board of directors of SSL declared an interim dividend of Rs. 1.50 ($0.03) per equity share for the year ended March 31, 2014. The dividend amounting to Rs. 4,447 million has been paid on November 13, 2013.

On April 29, 2014 the board of directors of SSL recommended a final dividend of Rs. 1.75 ($0.03) per equity share for the year ended March 31, 2014, which was approved by the shareholders’ at the annual general meeting, held on July 11, 2014. The dividend amounting to Rs. 5,188 million ($86.5 million) has been paid on July 15, 2014.

Dividends are payable from the profits determined under Indian GAAP.

Under Indian Companies Act 1956, a company is allowed to pay dividends in excess of 10.0% of its paid-up capital in any year from profits for that year only if it transfers a specified percentage of the profits of that year to reserves. The Company makes such transfers to general reserves.

If profits for a year are insufficient to declare dividends, dividends for that year may be declared and paid out from accumulated profits on the following conditions:

• the rate of dividend to be declared shall not exceed the average of the rates at which dividends were declared in the five years immediately preceding that year or 10.0% of the company’s paid-up share capital, whichever is less;

• the total amount to be drawn from the accumulated profits earned in previous years and transferred to reserves shall not exceed an amount equal to one-tenth of the sum of the company’s paid-up share capital and net reserves, and the amount so drawn shall first be utilised to set off the losses incurred in the financial year before any dividend in respect of preference or equity share is declared; and

• the balance of reserves after such withdrawal shall not fall below 15.0% of the company’s paid-up share capital.

27. Share-Based Compensation Plans

The Group offers equity-based award plans to its employees, officers and directors through its parent, Vedanta.

The LTIP is the primary arrangement under which share-based incentives are provided to the defined management group. The maximum value of shares that can be awarded to members of the defined management group is calculated by reference to the balance of basic salary and share-based remuneration consistent with local market practice. The performance condition attaching to outstanding awards under the LTIP is that of Vedanta’s performance, measured in terms of Total Shareholder Return (“TSR”) compared over a three year period with the performance of the companies as defined in the scheme from the date of grant. Under this scheme, initial awards under the LTIP were granted in February 2004 and subsequently further awards were granted in the respective years. The awards are indexed to and settled by Vedanta shares. The awards provide for a fixed exercise price denominated in Vedanta’s functional currency at 10 US cents per share, the performance period of each award is three years and the same is exercisable within a period of six months from the date of vesting beyond which the option lapse.

Vedanta has also granted ESOP schemes that shall vest based on the achievement of business performance in the performance period. The vesting schedule is staggered over a period of three years. During the year, Vedanta has granted ESOP schemes that shall vest based on the achievement of business performance in the performance period. The vesting schedule is staggered over a period of three years from the date of grant with 70% vesting based on the achievement of business performance and the remaining 30% based on continued employment with the group till the end of third year. Under these schemes, Vedanta is obligated to issue the shares.

Further, in accordance with the terms of agreement between Vedanta and the Company, on the grant date fair value of the awards is recovered by Vedanta from the Group.

The amount recovered by Vedanta and recognised by the Group in the consolidated statements of profit or loss for the financial year ended March 31, 2012, 2013 and 2014 was Rs. 862 million, Rs. 1,251 million and Rs. 1,861 million ($31.0 million) respectively.

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Employee share option plan of Cairn

Cairn has provided various share based payment schemes to its employees namely :

• CIPOP plan (including phantom options) – Options will vest (i.e., become exercisable) at the end of a “performance period” which has been set by the remuneration committee at the time of grant (although such period will not be less than three years). However, the percentage of an option which vests on this date will be determined by the extent to which pre-determined performance conditions have been satisfied. Phantom options are exercisable proportionate to the period of service rendered by the employee subject to completion of one year.

• CIESOP plan (including phantom options) – There are no specific vesting conditions under CIESOP plan other than completion of the minimum service period. Phantom options are exercisable proportionate to the period of service rendered by the employee subject to completion of one year.

The Share options have been fair valued using an Option Pricing Model (Black Scholes Model).

The amount recognised in Group’s consolidated statements of profit or loss in respect of compensation cost on such schemes for the financial years ended March 31, 2013 and 2014 is Rs. 725 million and Rs. 710 million respectively.

The Group considers these amounts as not material and accordingly has not provided further disclosures as required by IFRS 2 “share-based payment”.

28. Earnings per share (“EPS”)

The following reflects the income and share data used in the basic and diluted earnings per share computations:

Computation of weighted average number of shares

For the year ended March 31,	2012		2013		2014		2014
Weighted average number of ordinary shares for basic earnings per share		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Effect of dilution:
Convertible notes		—		—		—		—
Adjusted weighted average number of ordinary shares for diluted earnings per share		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871

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Computation of basic and diluted earnings per share

Basic earnings per share:

For the year ended March 31,	2012		2013		2014		2014
	(Rs. in million except EPS data) (recast)		(Rs. in million except EPS data) (recast)		(Rs. in million except EPS data)		(US Dollar in million except EPS data)
Profit for the period attributable to equity holders of the parent		51,811		62,363		15,466		257.8
Weighted average number of ordinary shares for basic earnings per share		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Earnings per share		17.47		21.03		5.22		0.1

Diluted earnings per share:

For the year ended March 31,	2012		2013		2014		2014
	(Rs. in million except EPS data)		(Rs. in million except EPS data)		(Rs. in million except EPS data)		(US Dollar in million except EPS data)
Profit for the period attributable to equity holders of the parent		51,811		62,363		15,466		257.8
Adjustment in respect of convertible notes		—		—		—		—
Profit for the period after dilutive adjustment		51,811		62,363		15,466		257.8
Adjusted weighted average number of ordinary shares for diluted earnings per share		2,965,004,871		2,965,004,871		2,965,004,871		2,965,004,871
Earnings per share		17.47		21.03		5.22		0.1

The Group has excluded the following shares underlying the convertible note from the calculations of dilutive earnings per share because their inclusion would have been anti-dilutive.

For the year ended March 31,	2012		2013		2014
Shares excluded from the calculation of dilutive EPS		81,442,560		81,442,560		81,442,560

29. Options to acquire subsidiary’s shares

a. Call option — HZL

In pursuance to the Government of India’s policy of disinvestment and the Share Purchase Agreement and a Shareholder’s Agreement (SHA) both dated 4 April 2002 entered into with the Government of India, SSL acquired 26% equity interest in HZL. Under the terms of the SHA, SSL had two call options to purchase all of the Government of India’s shares in HZL at fair market value. SSL exercised the first call option on 29 August 2003 and acquired an additional 18.9% of HZL’s issued share capital. The Group also acquired additional 20% of the equity capital in HZL through an open offer, increasing its shareholding to 64.9%. The second call option provides SSL the right to acquire the Government of India’s remaining 29.5% share in HZL. This call option is subject to the right of the Government of India to sell 3.5% of HZL shares to HZL employees. SSL exercised the second call option via its letter dated 21 July 2009. The Government of India disputed the validity of call option and has refused to act upon the second call option. Consequently the Group invoked arbitration and filed a statement of claim. The arbitration proceedings are under progress in early stages. The next date of hearing is fixed on 13 September 2014.

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b. Call option — BALCO

SSL has purchased a 51.0% holding in BALCO from the Government of India on March 2, 2001. Under the terms of the shareholder’s agreement (“SHA”) for BALCO, SSL has a call option that allows it to purchase the Government of India’s remaining ownership interest in BALCO at any point from 2 March 2004. SSL exercised this option on 19 March 2004. However, the Government of India has contested the valuation and validity of the option and contended that the clauses of the SHA violate the provision of Section 111A of the (Indian) Companies Act, 1956 by restricting the rights of Government of India to transfer its shares and that as a result such provisions of the SHA were null and void. Subsequently SSL referred the matter to arbitration as provided in the SHA and the majority award of the arbitral tribunal rejected the claims of SSL on the ground that the clauses relating to the call option, the right of first refusal, the “tag-along” rights and the restriction on the transfer of shares violate the (Indian) Companies Act, 1956 and are not enforceable.

SSL challenged the validity of the majority award under section 34 of the Arbitration and Conciliation Act, 1996 in the High Court of Delhi and sought for setting aside the arbitration award to the extent that it holds these clauses ineffective and inoperative. The Government of India also filed an application before the High Court of Delhi to partially set aside the arbitral award in respect of certain matters involving valuation. The High Court of Delhi passed an order dated 10 August 2011 directing our application and the application by the Government of India to be heard together as they arise from a common arbitral award. The matter is currently pending before the High Court of Delhi and scheduled for final hearing on 21 August 2014.

On 9 January 2012, SSL offered to acquire the Government of India’s interests in HZL and BALCO for US$ 2,577.7 million and US$ 296.5 million, respectively. SSL has, by way of letters dated 10 April 2012 and 6 July 2012, sought to engage with the Government of India on the same terms as the offer. This offer was separate from the contested exercise of the call options, and SSL proposed to withdraw the ongoing litigations in relation to the contested exercise of the options should the offer be accepted. To date, the offer has not been accepted by the Government of India and therefore there is no certainty that the acquisition will proceed.

SSL continue to include the shareholding in the two companies HZL and BALCO, in respect of which the SSL has a call option as non-controlling interest.

In view of the lack of resolution on the options, the non-response to the exercise and valuation request from the Government of India, the resultant uncertainty surrounding the potential transaction and the valuation of the consideration payable, the Group considers the strike price of the options to be at fair value, which is effectively nil, and hence the call options have not been recognised in the financial statements.

30. Commitments, contingencies, and guarantees

In the normal course of business, the Group enters into certain capital commitments and also gives certain financial guarantees. The aggregate amount of indemnities and other guarantees on which the Group does not expect any material losses, was Rs. 106,097 million and Rs. 86,753 million ($1,445.9 million) as at March 31, 2013 and 2014 respectively.

a. Commitments and contingencies

i. Commitments

Capital commitments

The Group had significant capital commitments as at March 31, 2013 and 2014 amounting to Rs. 121,950 million and Rs. 168,771 million ($2,812.8 million) respectively, related primarily to capacity expansion projects, including commitments amounting to Rs. 10,424 million ($173.7 million) (previous year Rs. 19,027 million) for its commercial power generation business, Rs. 41,720 million ($ 695.3 million) (previous year Rs. 40,572 million) for capacity expansion at its aluminium business, Rs. 26,849 million ($447.5 million) (previous year Rs. 27,777 million) for capacity expansion at HZL, Rs. 14,219 million ($237.0 million) (previous year Rs. 15,101 million) at its copper business and Rs. 74,230.2 million ($1,237.2 million) (previous year Rs. 17,764 million) for expansion at Cairn.

Export obligations

The Group had export obligations of Rs. 218,483 million and Rs. 227,769 million ($ 3,796.2 million) as at March 31, 2013 and 2014 respectively on account of concessional rates of import duties paid on capital goods under the Export Promotion Capital Goods Scheme enacted by the Government of India which is to be fulfilled over the next eight years. If the Group is unable to meet these obligations, its liability would be Rs. 36,843 million ($ 614.1 million) (Previous year Rs. 33,558 million) reduced in proportion to actual exports. Due to the remote likelihood of the Group being unable to meet its export obligations, the Group does not anticipate a loss with respect to these obligations and hence has not made any provision in its consolidated financial statements.

ii. Contingencies

Certain of the Group’s operating subsidiaries have been named as parties to legal actions by third party claimants, and by the Indian sales tax, excise and related tax authorities for additional sales tax, electricity cess, excise and indirect duties. These claims primarily relate either to the assessable values of sales and purchases or to incomplete documentation supporting the Group’s tax returns. As at March 31, 2013 and 2014, the total claim related to these liabilities is Rs. 19,289 million and Rs. 19,108 million ($ 318.5 million) respectively. The Group has evaluated these contingencies and estimated that some of these claims are probable of

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resulting in a loss and hence has recorded Rs. 294 million and Rs. 263 million ($ 4.4 million) as current liabilities as at March 31, 2013 and 2014 respectively. Additionally, certain of the Group’s operating subsidiaries have been issued demands by the income tax authorities, principally in respect of tax holiday and disallowances of expenditure relating to exempt income etc. amounting to Rs. 33,355 million and Rs. 31,776 million ($529.6 million) as at March 31, 2013 and March 31, 2014, respectively.

The claims by third party claimants amounted to Rs. 29,279 million and Rs. 35,567 million ($ 592.8 million) as at March 31, 2013 and 2014 respectively. The Group has evaluated these contingencies and estimated that some of these claims are probable of resulting in a loss and hence has recorded Rs. 1,046 million and Rs. 1,408 million ($ 23.5 million) as current liabilities as at March 31, 2013 and 2014 respectively.

The below are the major cases, included in the contingencies above, that the subsidiaries of the Group are named as parties:

In case of Cairn, Ravva joint venture had received a claim from the Director General of Hydrocarbons (DGH) for the period from 2000-2005 for $ 166.4 million for an alleged underpayment of profit petroleum to the Indian Government, out of which, Group’s share will be $ 37.4 million plus potential interest at applicable rate (LIBOR plus 2% as per PSC). This claim relates to the Indian Government’s allegation that the Ravva JV had recovered costs in excess of the Base Development Costs (“BDC”) cap imposed in the PSC and that the Ravva JV had also allowed these excess costs in the calculation of the Post Tax Rate of Return (PTRR). Joint venture partners initiated the arbitration proceedings and Arbitration Tribunal published the Award on January 18, 2011 at Kuala Lumpur, allowing Claimants (including the Group) to recover the development costs spent to the tune of $ 278.0 million and disallowed over run of $ 22.3 million spent in respect of BDC along with 50% legal costs reimbursable to the Joint venture partners. High Court of Kuala Lumpur dismissed Government of India’s (GOI) application of setting aside the part of the Award on August 30, 2012 with costs. However, GOI appealed before the Court of Appeal against the High Court’s order and the same is pending adjudication.

Shenzhen Shandong Nuclear Power Construction Co. Limited (‘SSNP’) subsequent to terminating the EPC contract invoked arbitration as per the contract alleging nonpayment of their dues towards construction of a 210 MW co-generation power plant for refinery expansion project, and filed a claim of Rs. 17,802 million ($ 296.7 million) . SSNP also filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 before the Bombay High Court praying for interim relief. The Bombay High Court initially dismissed their petition, but on a further appeal by SSNP, the Division Bench of the Bombay High Court directed Jharsuguda aluminium to deposit a bank guarantee for an amount of Rs. 1,870 million ($31.1 million) as a security, being a prima facie representation of the claim, until arbitration proceedings are completed. Jharsuguda Aluminium has deposited a bank guarantee of equivalent amount. Management is of the opinion that this claim is not valid under the terms of the contract with SSNP and it is unlikely that SSNP can legally sustain the claim and accordingly, no provision is considered necessary.

The Department of Mines and Geology of the State of Rajasthan issued several show cause notices in August, September and October 2006 to HZL, totaling Rs. 3,339 million ($55.6 million). These notices alleged unlawful occupation and unauthorised mining of associated minerals other than zinc and lead at HZL’s Rampura Agucha, Rajpura Dariba and Zawar mines in Rajasthan during the period from July 1968 to March 2006. HZL believes that the likelihood of this claim becoming an obligation of the Group is remote and thus no provision has been made in the financial statements. HZL has filed writ petitions in the High Court of Rajasthan in Jodhpur and has obtained a stay in respect of these demands.

b. Guarantees

The Group has given guarantees in the normal course of business as stated below:

• Guarantees including corporate guarantees on the issuance of customs and excise duty bonds amounting to Rs. 58,855 million and Rs. 33,141 million ($ 552.4 million) for the import of goods, including capital equipment at concessional rates of duty as at March 31, 2013 and 2014 respectively. The Group does not anticipate any liability on these guarantees.

• A bank guarantee amounting to AUD 6.1 million (Rs. 340 million or $ 5.7 million) as at March 31, 2014 (Previous year AUD 5.0 million or Rs. 284 million), in favour of the Ministry for Economic Development, Energy and Resources, Tasmania, Australia as a security against rehabilitation liabilities on behalf of CMT. The same guarantee is backed up by the issuance of a corporate guarantee of Rs. 340 million ($ 5.7 million). These liabilities have been fully recognized in the Group’s consolidated financial statements. The Group does not anticipate any additional liability on these guarantees.

• Bank indemnity guarantees amounting to AUD 4.6 million (Rs. 257 million or $ 4.1 million) as at March 31, 2014 (Previous year AUD 2.9 million or Rs. 164 million), in favour of the State Government of Queensland, Tasmania, Australia, as security against rehabilitation liabilities that are expected to occur at the closure of the mine on behalf of Thalanga Copper Mines Proprietary Limited (“TCM”). The same guarantees are backed up by the issuance of a corporate guarantee of AUD 1.8 million (Rs. 98 million or $ 1.6 million). The environmental liability has been fully recognized in the Group’s consolidated financial statements. The Group does not anticipate any additional liability on these guarantees.

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• Bank indemnity guarantees amounting to ZAR 20.2 million (Rs. 115 million or $ 1.9 million) as at March 31, 2014 (Previous year ZAR 20.2 million or Rs. 119 million), in favour of the Department of Mineral Resources, South Africa as a security against rehabilitation liabilities on behalf of BMM. The environmental liability has been fully recognized in the Group’s consolidated financial statements. The Group does not anticipate any additional liability on these guarantees.

• Performance bank guarantees amounting to Rs. 2,962 million and Rs. 5,418 million ($ 90.3 million) as at March 31, 2013 and 2014 respectively. These guarantees are issued in the normal course of business while bidding for supply contracts or in lieu of advances received from customers. The guarantees have varying maturity dates normally ranging up to three years. These are contractual guarantees and are enforceable if the terms and conditions of the contracts are not met and the maximum liability on these contracts is the amount mentioned above. The Group does not anticipate any liability on these guarantees.

• Bank guarantees for securing supplies of materials and services in the normal course of business. The value of these guarantees as at March 31, 2013 and 2014 was Rs. 7,159 million and Rs. 6,201 million ($ 103.3 million) respectively. The Group has also issued bank guarantees in the normal course of business for an aggregate value of Rs. 704 million and Rs. 2,514 million ($41.9 million) for litigation, against provisional valuation of custom duty and for other liabilities as at March 31, 2013 and 2014 respectively. The Group does not anticipate any liability on these guarantees.

• Bank guarantee of Rs 1,150 million ($19.2 million) has been provided by the Group on behalf of Volcan Investment Limited on behalf of Income tax department, India as a collateral in respect of certain tax disputes.

• Performance guarantees for committed cumulative mandated work program of Rs. 1,351 million ($ 22.5 million) as at March 31, 2014 (Previous year Rs. 1,540 million) and also for obligations arising out of various statutes while carrying out Petroleum Operations to the Government of India, Ministry of Petroleum and Natural Gas and The Director General of Customs, Sri Lanka against its performance in respect of MB-DWN-2009/1, KG-OSN-2009/3, SL-2007-01-001, CB-ONN-2002/1, GV-ONN-2002/1 and PR-OSN-2004/1 blocks as required under the respective Production Sharing Contracts (PSCs) /Production Resource Agreements (PRAs). These guarantees are issued in the normal course of business and are valid till the time obligations under the each PSCs/PRAs are met. These guarantees are enforceable if the terms and conditions of the respective PSCs / PRAs are not met and potential liability shall be both, performance and obligations.

The Group’s outstanding guarantees cover obligations aggregating Rs. 72,539 million and Rs. 49,910 million ($ 831.8 million) as at March 31,2013 and 2014 respectively, the liabilities for which have not been recorded in its consolidated financial statements.

c. Other matters

i) ASARCO had filed a suit in the Bankruptcy Court of the Southern District of Texas against SSL and Sterlite USA for alleged breach of the Purchase and Sale agreement signed in May 2008. The Bankruptcy Court heard the matter and vide its order dated final judgement of February 27, 2012, has ruled that ASARCO is entitled to a gross amount of $ 132.8 million in incidental damages. This amount shall be reduced by US$ 50 million paid by SSL to ASARCO in December 2009, making ASARCO entitled for a net amount of US$ 82.75 million. SSL has recognized a liability of Rs. 4,973 million ($ 82.8 million). SSL and Sterlite USA has filed notice of appeal against this judgment, the hearing of which is in progress. In the interim, the Bankruptcy Court passed an order requiring SSL to turnover an amount or other property of SSL equivalent to $ 82.8 million plus costs incurred for enforcement of the order. The order also provides an injunction whereby pending the payment of judgement amount, SSL, its employees, agents, joint venturers and person acting in concert are restrained and enjoined from transferring, concealing or disposing of all its non-exempt property including any present and future dividends and distribution payable to our shareholders traded as ADR. SSL has applied to the Reserve Bank of India seeking permission remit money to satisfy the order.

ii) In an appeal filed by the Group against the closure order of the Tuticorin Copper smelter by Tamilnadu Pollution Control Board (“TNPCB”), the appellate authority National Green Tribunal (“NGT”) passed an interim order on May 31, 2013 allowing the copper smelter to recommence operations and appointed an Expert Committee to submit a report on the plant operations. Post the interim order, the plant recommenced operations on June 23, 2013 and therefore the plant remained closed for the major duration of the first quarter of fiscal 2014 impacting the revenue and profits of the copper segment. The Expert Committee submitted a report on the operations of the plant stating that the plant’s emission were within prescribed standards and based on this report, NGT ruled on July 15, 2013 that the Copper smelter could continue its operations. The NGT also ordered that the recommendations made by the Expert Committee be implemented in a time bound manner. The Group has implemented all of the recommendations during the year. TNPCB has filed an appeal against the order of the NGT before the Supreme Court of India, which is yet to be listed for hearing.

iii) In March 2014, Cairn received a show cause notice from the Indian Tax Authorities (“Tax Authorities”) for not deducting withholding tax on the payments made to Cairn UK Holdings Limited (“CUHL”) UK, for acquiring shares of Cairn India Holdings Limited (“CIHL”). Tax Authorities have stated in the said notice that a short term capital gain of Rs. 245,035 million accrued to CUHL on transfer of the shares of CIHL to the Cairn, in financial year 2006-2007, on which tax should have been withheld by Cairn. Cairn believes that the transaction is not liable for any withholding tax on account of retrospective amendment by insertion of Explanation 5 to Section 9(1) (i) of India Income Tax Act, 1961 and Cairn intends to defend its position before the Tax Authorities. Cairn has, accordingly filed reply to the above notice in April 2014 and is cooperating with the Tax Authorities.

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iv) TSPL has entered into a long term Power Purchase Agreement (PPA) with Punjab State Power Corporation Limited (PSPCL) for supply of power. Due to delay in fulfillment of certain obligations by PSPCL as per the PPA, other related reasons and force majeure events, there has been a delay in implementation / completion of the project as compared to the PPA timelines. TSPL has received notices of claims from PSPCL seeking payment of Liquidated Damages (LD) of Rs. 3,176 million (maximum) each for delay in commissioning of Unit I, II and III totaling to Rs. 9,529 million.

During the quarter ended June 2014, PSPCL invoked the Performance Bank Guarantee of Rs. 1500 million to recover the LD on account of delay in COD of 1st Unit. TSPL has also filed a petition at Punjab State Electricity Regulatory Commission (PSERC) for adjudication of above dispute, which has been admitted and PSPCL has been directed to file reply. The Group has filed a civil writ petition before the High Court of Punjab against the bank guarantee invocation, which has been stayed till September 12, 2014, the next hearing date at PSERC. The Group has been legally advised by its advisors who have opined that such claims for LD from PSPCL are unsustainable.

Accordingly, on the basis of facts of the situation backed by legal opinion, no provision is considered necessary at this stage.

31. Segment information

The Group is a diversified natural resource Group engaged in exploring extracting and processing minerals and oil and gas. We produce zinc, lead, silver, copper, aluminium, iron ore, oil & gas and commercial power and have a presence across India, South Africa, Namibia, Ireland, Australia, Liberia and Sri Lanka. The Group is also in the business of commercial power generation and port operations in India. The Group has eight reportable segments: zinc India, zinc international, oil & gas, iron ore, copper, aluminum, power, and other. The management of the Group is organized by its main products: copper, zinc, aluminum, iron ore, oil & gas and power. Each of the reportable segments derives its revenues from these main products and hence these have been identified as reportable segments by the Group’s chief operating decision maker (“CODM”). Segment profit / (loss) amounts are evaluated regularly by the Board who has been identified as the CODM in deciding how to allocate resources and in assessing performance.

Zinc India

The Group’s zinc India business is owned and operated by Hindustan Zinc Limited (“HZL”) in which it has a 64.9% interest as at March, 2014. HZL’s operations include five lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, four sulphuric acid plants, a silver refinery and six captive power plants in the State of Rajasthan in Northwest India, one zinc smelter and a sulphuric acid plant in the State of Andhra Pradesh in Southeast India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant and one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India. Operations at the Visakhapatnam facility in the State of Andhra Pradesh consisting of a zinc smelter and a sulphuric acid plant which were suspended during the last quarter of fiscal 2012, has been discontinued during the year.

Zinc International

The Group’s zinc international business comprises Skorpion mine and refinery in Namibia operated through THL Zinc Namibia Holdings (Proprietary) Limited (“Skorpion”), Lisheen mine in Ireland operated through Vedanta Lisheen Holdings Limited (“Lisheen”) and Black Mountain Mining (Proprietary) Limited (“BMM”), whose assets include the Black Mountain mine and the Gamsberg mine project which is in exploration stage, located in South Africa. The Group has 100% interest in Skorpion, 74% interest in BMM and 100% interest in Lisheen as at March, 2014

Oil and gas

The Group’s oil and gas business is owned and operated by Cairn and engaged in business of exploration and development and production of oil & gas, in which Sesa Sterlite has 58.8 % interest as at March 31, 2014. Cairn has a diversified asset base with nine blocks, one in state of Rajasthan in India, two on the west coast of India, four on the east coast of India, one in Sri Lanka and one in South Africa.

Iron ore

The Group’s iron ore business is wholly owned by SSL and Sesa Resources Limited and consists of exploration, mining and processing of iron ore, pig iron and metallurgical coke and generation of power. The mining operations are carried out at Codli group and the Sonshi group of mines in state of Goa, Narrain mines situated at state of Karnataka in India, a Met Coke and Pig Iron plant in state of Goa in India. Iron ore business also has a power plant in state of Goa in India for captive use. Group’s iron ore business also comprises Western Cluster Limited (“WCL”) in Liberia which has iron assets and is a wholly owned by the Group. WCL’s assets include development rights to western cluster and a network of iron ore deposits in West Africa.

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Copper

The Group’s copper business is owned and operated by SSL, Copper Mines of Tasmania Pty Ltd (“CMT”) and Fujairah Gold FZC and principally one of custom smelting and includes a copper smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in Southern India, and a refinery and two copper rod plants at Silvassa in Western India. In addition, the Group owns and operates the Mt. Lyell copper mine in Tasmania, Australia through its subsidiary, CMT, which provides a small percentage of the copper concentrate requirements, and a precious metal refinery and copper rod plant in Fujairah through its subsidiary Fujairah Gold FZC in the UAE.

Aluminium

The Group’s aluminium business is owned and operated by SSL and Bharat Aluminium Company Limited (“BALCO”) in which it has a 51% interest as at March, 2014. SSL aluminium operations include a refinery and a 75 MW captive power plant at Lanjigarh and a smelter and a 1215 MW captive power plant at Jharsuguda both situated in the State of Odisha in India. BALCO’s operations include two bauxite mines, two power plants (of which one is used to produce power for captive consumption), and refining, smelting and fabrication facilities in Central India.

Power

The Group’s power business is owned and operated by SSL and Talwandi Sabo Power Limited (“TSPL”), a wholly owned subsidiary of the SSL which are engaged in the power generation business in India. SSL power operations include 2,400 MW (four units of 600 MW each) thermal coal-based commercial power facility at Jharsuguda in the State of Odisha in Eastern India and all four units of 600 MW are currently operational. TSPL had signed a power purchase agreement with the Punjab State Power Corporation Limited (“PSPCL”) for the establishment of 1,980 MW (three units of 660 MW each) thermal coal-based commercial power facilities and is a development stage enterprise in the process of constructing the power plant. Power business also include the 274 MW of wind power plants commissioned by HZL, 270 MW power plant at BALCO’s Korba facility which was previously for captive use before the shutdown of the 100,000 tpa aluminum smelter at Korba on June 5, 2009 and 106.5 MW power plant at Malco Energy Limited situated at Mettur Dam in the State of Tamil Nadu in southern India

Other

The Group’s other activities include Vizag General Cargo Berth Private Limited (“VGCB”) in which the Group owns a 74% interest. Vizag port project includes mechanisation of coal handling facilities and up gradation of general cargo berth for handling coal at the outer harbour of Vishakhapatnam port on the east coast of India. VGCB commenced operations in the fourth quarter of fiscal 2013.

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 3. The operating segments reported are the segments of the Group for which separate financial information is available. Segment profit (Earnings before interest, depreciation and amortization, share in profit of associate and tax) amounts are evaluated regularly by the Board that has been identified as its CODM in deciding how to allocate resources and in assessing performance. The Group’s financing (including finance costs and finance income) and income taxes are reviewed on an overall basis and are not allocated to operating segments as is the Group’s share in profit of associate. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties except from power segment sales amounting to Rs. 2,214 million ($36.9 million), Rs. 537 million and Rs 622 million which is at cost for the year ended March 31, 2014, 2013 and 2012 respectively.

F-83

The following table presents revenue and profit information and certain assets information regarding the Group’s business segments for the year ended March 31, 2012, 2013 and 2014.

a. For the year ended March 31, 2012 (recast)

	Copper			Zinc India			Zinc International			Aluminium			Power			Iron Ore			Oil and Gas			Others			Elimination			Total
	(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)
Revenue
Sales to external customers		201,647			111,319			41,272			82,195			26,088			88,248			44,944			2,403			—			598,116
Inter-segment sales		—			—			1,499			107			2,385			91			—			—			(4,082	)		—
Segment revenue		201,647			111,319			42,771			82,302			28,473			88,339			44,944			2,403			(4,082	)		598,116
Cost of sales and expenses		(191,709	)		(52,023	)		(25,404	)		(74,560	)		(22,174	)		(54,110	)		(11,119	)		(2,463	)		4,082			(429,480	)
Segment profit		9,938			59,296			17,367			7,742			6,299			34,229			33,825			(60	)		—			168,636
Depreciation and amortisation		(2,173	)		(5,236	)		(11,359	)		(10,327	)		(3,964	)		(11,114	)		(16,938	)		—			—			(61,111	)
Operating profit		7,765			54,060			6,008			(2,585	)		2,335			23,115			16,887			(60	)		—			107,525
Investment and other income																													23,583
Finance and other costs																													(46,323	)
Share in consolidated profit of associate																													4,404
Profit before tax																													89,189

F-84

b. For the year ended March 31, 2013 (recast)

	Copper			Zinc India			Zinc International			Aluminium			Power			Iron Ore			Oil and Gas			Others			Elimination			Total
	(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)
Revenue
Sales to external customers		217,262			123,241			43,475			99,073			34,169			26,054			175,518			3,511			—			722,303
Inter-segment sales		112			—			—			560			2,196			65			—			—			(2,933	)		—
Segment revenue		217,374			123,241			43,475			99,633			36,365			26,119			175,518			3,511			(2,933	)		722,303
Cost of sales and expenses		(206,506	)		(59,014	)		(27,763	)		(88,348	)		(24,814	)		(21,589	)		(47,016	)		(3,572	)		2,933			(475,689	)
Segment profit		10,868			64,227			15,712			11,285			11,551			4,530			128,502			(61	)		—			246,614
Depreciation and amortisation		(2,351	)		(5,886	)		(10,634	)		(10,325	)		(5,158	)		(4,607	)		(78,132	)		(10	)		—			(117,103	)
Operating profit		8,517			58,341			5,078			960			6,393			(77	)		50,370			(71	)		—			129,511
Investment and other income																													34,931
Finance and other costs																													(54,716	)
Profit before tax																													109,726
Assets and liabilities
Assets
Segment assets		90,004			113,347			54,899			414,698			173,265			115,354			903,559			8,218			—			1,873,344
Financial assets investments																													1,212
Deferred tax asset																													45,707
Short-term investments																													408,171
Cash and cash equivalent																													15,905
Loan to related parties																													46,639
Current tax asset- non-current																													23,404
Total assets																													2,414,382
Liabilities
Segment liabilities		92,832			10,770			10,707			59,026			33,602			9,433			54,526			1,183			—			272,079
Short-term borrowings																													178,413
Current tax liabilities																													5,417
Long-term borrowings																													523,038
Deferred tax liabilities																													252,166
Total liabilities																													1,231,113
Additions to property, plant and equipments		4,864			15,418			1,949			23,388			38,181			6,892			17,464			47			—			108,203
Additions to Leasehold Land		—			120			—			9			—			—			—			—			—			129
Additions to exploratory and evaluation assets		—			—			—			—			—			—			5,181			—			—			5,181
Additions to other intangible assets		37			108			—			167			46			48			436			5,881			—			6,723

F-85

c. For the year ended March 31, 2014

	Copper			Zinc India			Zinc International			Aluminium			Power			Iron Ore			Oil and Gas			Others			Elimination			Total			Total
	(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(Rs. in million)			(US dollars in million)
Revenue
Sales to external customers		205,577			131,980			40,156			107,790			35,076			16,516			187,103			1,045			—			725,243			12,087.4
Inter-segment sales		302			831			—			199			2,562			42			—			33			(3,969	)		—			—
Segment revenue		205,879			132,811			40,156			107,989			37,638			16,558			187,103			1,078			(3,969	)		725,243			12,087.4
Cost of Sales and expenses		(194,450	)		(64,169	)		(27,327	)		(91,858	)		(30,209	)		(19,258	)		(47,650	)		(1,335	)		3,969			(472,287	)		(7,871.4	)
Segment profit		11,429			68,642			12,829			16,131			7,429			(2,700	)		139,453			(257	)		—			252,956			4,216.0
Depreciation and amortisation		(2,553	)		(6,946	)		(7,472	)		(10,484	)		(5,935	)		(2,776	)		(85,511	)		(210	)		—			(121,887	)		(2,031.5	)
Impairment (Refer Note 8)		—			—			(2,873	)		(668	)		—			—			—			—			—			(3,541	)		(59.0	)
Operating profit		8,876			61,696			2,484			4,979			1,494			(5,476	)		53,942			(467	)		—			127,528			2,125.5
Investment and other income																													42,165			702.8
Finance and other costs																													(72,821	)		(1,213.7	)
Profit before tax																													96,872			1,614.6
Assets and liabilities
Assets
Segment assets		81,697			127,960			47,469			408,644			190,735			118,034			963,950			9,311			—			1,947,800			32,463.5
Financial assets investments																													111			1.9
Deferred tax asset																													73,082			1,218.0
Short-term investments																													518,015			8,633.6
Cash and cash equivalent																													15,423			257
Loan to related parties																													163			2.8
Current tax asset- non-current																													22,616			376.9
Current tax asset																													4,729			78.8
Total assets																													2,581,939			43,032.5
Liabilities
Segment liability		86,276			15,541			13,224			65,300			34,865			13,240			77,719			8,181			—			314,346			5,239.2
Short-term borrowings																													161,728			2,695.5
Current tax liabilities																													6,278			104.6
Long-term borrowings																													547,375			9,122.9
Deferred tax liabilities																													289,869			4,831.2
Total liabilities																													1,319,596			21,993.4
Additions to property, plant and equipments		2,707			18,820			2,446			9,186			19,043			2,973			23,714			446			—			79,335			1,322.2
Additions to Leasehold Land		—			629			—			221			103			—			—			87			—			1,040			17.3
Additions to exploratory and evaluation assets		—			—			—			—			—			—			15,299			—			—			15,299			255
Additions to other intangible assets		—			504			77			23			—						307			89			—			1,000			16.7

F-86

Geographical Segment Analysis

The Group’s operations are primarily located in India. The following table provides an analysis of the Group’s sales by geographical market irrespective of the origin of the goods:

	2012		2013		2014		2014
	(Rs in million)		(Rs in million)		(Rs in million)		(US dollars in millions)
India		324,852		506,264		499,064		8,317.7
China		112,805		76,992		67,825		1,130.4
Belgium		42,338		23,713		7,891		131.5
Others		118,121		115,334		150,463		2,507.8
		598,116		722,303		725,243		12,087.4

The following is an analysis of the carrying amount of non-current assets, being property, plant and equipment, exploratory and evaluation assets intangible assets and leasehold prepayments analysed by the geographical area in which the assets are located:

	As at March 31
	2013		2014		2014
	Carrying amount		Carrying amount		Carrying amount
	(Rs. in millions)		(Rs. in millions)		(US dollars in millions)
India		1,583,288		1,641,302		27,355.1
Australia		1,731		1,437		24.0
South Africa		21,882		21,994		366.6
Namibia		14,788		12,146		202.4
Liberia		6,914		13,058		217.6
Sri Lanka		42,796		47,333		788.9
Ireland		8,444		4,187		69.8
UAE		1,204		1,253		20.9
		1,681,047		1,742,710		29,045.3

No single customer accounted for 10.0% or more of our revenue on a consolidated basis in any of the years indicated except for our oil and gas segment, where, a single customer accounted for 11.3% of our revenue (Rs. 81,938 million) on a consolidated basis in fiscal year 2014. This customer accounted for 9.5% of our revenue (Rs. 68,874 million) in fiscal year 2013 and 3.9% of our revenue (Rs. 23,565 million) in fiscal year 2012.

32. Related party transactions

The Company’s subsidiaries as at March 31, 2014 are as follows:

Subsidiaries	Principal activities	The Group’s percentage holding (in % as at March 31, 2014)		Immediate holding company	Immediate percentage holding (in % as at March 31, 2014)
BALCO	Aluminium mining and smelting		51	Sesa Sterlite Limited		51
CMT	Copper mining		100	MCBV		100
Fujairah Gold FZC	Gold & Silver processing		100	CMT & TCM		100
HZL	Zinc mining and smelting		64.92	Sesa Sterlite Limited		64.92
Monte cello BV	Holding company		100	Sesa Sterlite Limited		100
Sterlite Infra Limited	Infrastructure projects and Holding company		100	Sesa Sterlite Limited		100
Thalanga Copper Mines (“TCM”)	Copper mining		100	MCBV		100
Sterlite (USA) Inc.	Investment company		100	Sesa Sterlite Limited		100

F-87

TSPL	Energy generation	100	Sesa Sterlite Limited	100
THL Zinc Ventures Ltd	Investment company	100	Sterlite Infra Limited	100
THL Zinc Ltd	Investment company	100	THL Zinc Ventures Ltd	100
THL Zinc Holding B.V.	Investment company	100	Sterlite Infra Limited	100
THL Zinc Namibia Holdings (Proprietary) Ltd	Mining and exploration	100	THL Zinc Ltd	100
Skorpion Zinc (Pty) Ltd	Acquisition of immovable and movable properties	100	THL Zinc Namibia Holdings (Proprietary) Ltd	100
Skorpion Mining Company (Pty) Ltd	Zinc mining and smelting	100	Skorpion Zinc (Pty) Ltd	100
Namzinc (Pty) Ltd	Zinc refinery	100	Skorpion Zinc (Pty) Ltd	100
Amica Guesthouse (Pty) Ltd	Accommodation and catering services	100	Skorpion Zinc (Pty) Ltd	100
Rosh Pinah Health Care (Pty) Ltd	Leasing out of medical equipment and building and conducting services related thereto	69	Skorpion Zinc (Pty) Ltd	69
Black Mountain Mining (Proprietary) Limited	Zinc mining and milling	74	THL Zinc Ltd	74
Vedanta Lisheen Holdings Limited	Investment Company	100	THL Zinc Holding B.V.	100
Vedanta Lisheen Mining Limited	Zinc mining and milling	100	Vedanta Lisheen Holdings Limited	100
Killoran Lisheen Mining Limited	Zinc mining and milling	100	Vedanta Lisheen Holdings Limited	100
Killoran Lisheen Finance Limited	Investment Company	100	Vedanta Lisheen Holdings Limited	100
Lisheen Milling Limited	Manufacturing	100	Vedanta Lisheen Holdings Limited	100
Vedanta Exploration Ireland Limited	Exploration company	100	Vedanta Lisheen Holdings Limited	100
Malco Energy Limited	Power generation	100	Sesa Sterlite Limited	100
Vizag General Cargo Berth Private Limited	Infrastructure	74	Sesa Sterlite Limited	74
Paradip Multi Cargo Berth Private Limited	Infrastructure	74	Sesa Sterlite Limited	74
Pecvest 17 Proprietary Limited	Investment Company	100	THL Zinc Ltd	100
Lisheen Mine Partnership**	Zinc mining and milling	100	Killoran Lisheen Mining Limited and Vedanta Lisheen Mining Limited	100
Sterlite Ports Limited	Investment Company	100	Sesa Sterlite Limited	100
Maritime Ventures Limited	Infrastructure	100	Sterlite Ports Limited	100
Sterlite Infraventures Limited	Investment Company	100	Sesa Sterlite Limited	100
Lakomasko B.V.	Investment company	100	THL Zinc Holding B.V.	100
Sesa Resources Limited	Iron Ore mining	100	Sesa Sterlite Limited	100
Goa Energy Limited	Energy generation	100	Sesa Sterlite Limited	100
Bloom Fountain Limited	Investment Company	100	Sesa Sterlite Limited	100

F-88

Sesa Mining Corporation Limited	Iron Ore mining	100	Sesa Resources Limited	100
Western Clusters Limited	Iron Ore mining	100	Bloom Fountain Limited	100
Twinstar Energy Holding Limited	Holding company	100	Bloom Fountain Limited	100
Twinstar Mauritius Holding Limited	Investment Company	100	Twinstar Energy Holding Limited	100
Cairn India Limited	Oil & Gas exploration, development and production	58.85	Sesa Sterlite Limited, Twinstar Mauritius Holding Limited, Sesa Resources Limited	58.85
CIG Mauritius Holding Private Limited	Investment Company	58.85	Cairn India Limited	100
Cairn India Holdings Limited	Investment Company	58.85	Cairn India Limited	100
CIG Mauritius Private Limited	Investment Company	58.85	Cairn Mauritius Holding Private Limited	100
Cairn Lanka Private Limited	Exploration & Production	58.85	CIG Mauritius Private Limited	100
Cairn Energy Australia Pty Limited	Holding company	58.85	Cairn India Holdings Limited	100
Cairn Energy Holdings Limited	Investment Company	58.85	Cairn India Holdings Limited	100
Cairn Energy India Pty Limited	Exploration & Production	58.85	Cairn Energy Australia Pty Limited	100
CEH Australia Pty Limited	Holding company	58.85	Cairn Energy Australia Pty Limited	100
Cairn Energy Netherlands Holding BV	Holding company	58.85	Cairn Energy Holdings Limited	100
Cairn Energy Cambay BV	Exploration & Production	58.85	Cairn Energy Netherlands Holding BV	100
Cairn Energy Gujarat BV	Exploration & Production	58.85	Cairn Energy Netherlands Holding BV	100
Cairn Energy India West BV	Exploration & Production	58.85	Cairn Energy Netherlands Holding BV	100
Cairn Exploration No 2 Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn Exploration No 7 Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn Exploration No 6 Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn Energy Gujarat Block 1 Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn Energy Discovery Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn Energy Hydrocarbons Limited	Exploration & Production	58.85	Cairn Energy Holdings Limited	100
Cairn South Africa Proprietary Limited	Exploration & Production	58.85	Cairn Energy Hydrocarbons Limited	100

** Entities registered as other than corporate entity.

F-89

The Company owns directly or indirectly through subsidiaries, more than half of the voting power of all of its subsidiaries as mentioned in the list above, and the Group is able to govern its subsidiaries’ financial and operating policies so as to benefit from their activities.

Ultimate controlling party

As at March 31, 2014, the Group is majority owned by Twin Star Holdings Limited, Finsider International Company Limited, West Globe Limited and Welter Trading Limited which are in turn wholly-owned subsidiaries of Vedanta Resources Plc (Intermediate Holding Company). The ultimate controlling party of the Group is Volcan Investments Limited (“Volcan”), which is controlled by persons related to the Chairman Emeritus, Mr. Anil Agarwal. Volcan Investment Limited, Twin Star Holdings Limited, Finsider International Company Limited, West Globe Limited and Welter Trading Limited do not produce Group financial statements.

List of related parties and relationships

The Group enters into transactions in the normal course of business with its related parties, including its parent Vedanta, and the companies over which it has significant influence. A summary of significant related party transactions for the year ended March 31, 2012, 2013 and 2014 is noted below.

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year. The significant transactions relate to the normal sale and purchase of goods and loans and investments. All inter-company transactions and balances are eliminated on consolidation.

A) Entities Controlling the Company (Holding Companies)

• Volcan Investments Limited (‘Volcan’)

• Vedanta Resources Plc. (‘Vedanta’)

• Vedanta Resources Holdings Limited (‘VRHL’)

• Twin Star Holdings Limited (‘TSHL’)

• Finsider International Company Limited (‘Finsider’)

• Westglobe Limited (‘Westglobe’)

• Welter Trading Limited (‘Welter’)

• Richter Holdings Limited (‘Richter’)

• Vedanta Resources Finance Limited

• Vedanta Resources Cyprus Limited

B) Fellow subsidiaries

• Konkola Copper Mines (‘KCM’)

• Vedanta Resources Jersey II Limited (‘VRJ2’)

• Vedanta Jersey Investments Limited (‘VJIL’)

• Sterlite Technologies Limited (‘STL’)

• Sterlite Iron and Steel Company Limited (‘SISCOL’)

• Sterlite Grid Limited

C) Other Related Parties

• Sesa Community Development Foundation

• Vedanta Medical Research Foundation (‘VMRF’)

• Vedanta Foundation

• Anil Agarwal Foundation Trust

• Public and Political Awareness Trust (‘PPAT’)

• Balco Employees Provident Fund Trust

• Hindustan Zinc Ltd Employees Contributory Provident Fund Trust

• Sesa Group Employees Provident Fund

D) Key Managerial Personnel

• Mr. Anil Agarwal, Chairman Emeritus

• Mr. Navin Agarwal, Executive Chairman

• Mr. Tarun Jain, Whole Time Director

• Mr. M. S. Mehta (Chief Executive Officer up to March 31, 2014)

• Mr. D. D. Jalan (Chief Financial Officer w.e.f. April 1, 2014)

• Mr. P. K. Mukherjee (Executive Director up to March 31, 2014)

• Mr. Amit Pradhan, Executive Director (resigned w.e.f. August 18, 2013)

• Mr. Thomas Albanese (Chief Executive Officer w.e.f. April 1, 2014)

E) Relative of Key Managerial Personnel

• Mr. Agnivesh Agarwal (Son of Mr. Anil Agarwal)

F-90

	For the Year ended March 31,
	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Sales
STL		9,051			11,952			6,507			108.4
Total		9,051			11,952			6,507			108.4
Purchases of goods/services
KCM		27			22,363			22,062			367.7
STL		342			254			12			0.2
Vedanta Foundation		—			1			—			—
Anil Agarwal Foundation Trust		3			—			—			—
Total		372			22,618			22,074			367.9
Interest income / (Finance costs)
VRJ2		—			—			(16,615	)		(276.9	)
Vedanta		(5,819	)		(12,431	)		(1,632	)		(27.2	)
Vedanta		13			68			124			2.1
Welter		94			596			152			2.5
Welter		(1,027	)		—			—			—
Richter		—			55			81			1.3
TSHL		2			56			47			0.8
VJIL		73			109			44			0.7
SISCOL		30			33			25			0.4
STL		—			1			12			0.2
VRHL		—			—			21			0.4
VRHL		(380	)		335			(45	)		(0.7	)
Total		(7,014	)		(11,178	)		(17,786	)		(296.4	)
Dividend paid
TSHL		4,306			4,322			4,073			67.8
Finsider		2,208			803			642			10.7
Westglobe		244			89			71			1.2
Welter		54			81			58			1.0
Total		6,812			5,295			4,844			80.7
Management fees expenses
Vedanta		240			272			305			5.1
Total		240			272			305			5.1
Service Income
Vedanta		10			11			21			0.3
Total		10			11			21			0.3
Long Term Incentive Plan Expenses
Vedanta		983			1,386			1,846			30.8
Total		983			1,386			1,846			30.8
Loans given/(repaid) during the year
Vedanta		4,144			1,943			—			—
Vedanta		(64	)		(909	)		(1,210	)		(20.2	)
VRHL		—			—			4,914			81.9
Welter		3,704			10,341			121			2.0

F-91

Welter	—		—		(43	)	(0.7	)
Richter	—		10,758		66		1.1
VJIL	—		—		36		0.6
TSHL	2,397		3,544		9		0.2
SISCOL	62		(6	)	(237	)	4.0
Total	10,243		25,671		3,656		60.9
Loan taken/(repaid) during the year
VRJ2	—		—		89,827		1,497.1
VRHL	(5,202	)	(9,215	)	(5,628	)	(93.8	)
Vedanta	161,538		10,069		260		4.4
Vedanta	(126	)	(55	)	—		—
Welter	(24,463	)	(6,257	)	—		—
Total	131,747		(5,458	)	84,459		1,407.7
Loan Assigned during the year(*)
Vedanta	—		—		5,087		84.8
VJIL	—		—		4,150		69.2
Richter	—		—		12,019		200.3
VRHL	—		—		4,913		81.9
TSHL	—		—		6,971		116.2
Welter	—		—		22,291		371.4
Total	—		—		55,431		923.8
Guarantee given/(taken)
Vedanta	(133,682	)	—		(72,120	)	(1,202.0	)
	(133,682	)	—		(72,120	)	(1,202.0	)
Donations
Sesa Community Development Foundation	53		39		48		0.8
Vedanta Foundation	111		67		45		0.8
VMRF	251		260		56		0.9
PPAT	50		50		—		—
Anil Agarwal Foundation Trust	—		1		—		—
Total	465		417		149		2.5
Investment in Vedanta Bonds	—		—		3,130		52.2
	—		—		3,130		52.2
Purchase/(Sale) of property, plant and equipments
STL	—		—		(3	)	(0.0	)
STL	—		—		1		0.0
Total	—		—		(2	)	(0.0	)

F-92

The significant receivables from and payables to related parties as at March 31, 2013 and March 31, 2014 are set out below:

	Year ended March 31,
	2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Receivable from:
STL		728			328			5.5
KCM		109			151			2.5
Vedanta Foundation		1			0			0.0
Vedanta		26			117			1.9
SISCOL		22			22			0.4
Welter		156			—			—
Richter		43			—			—
TSHL		51			—			—
VJIL		32			—			—
Anil Agarwal Foundation Trust		1			—			—
Volcan		12			11			0.2
Sterlite Grid Limited		—			1			0.0
Total		1,181			630			10.5
Loans to:
SISCOL		400			163			2.7
Richter		10,732			—			—
TSHL		6,246			—			—
Vedanta		5,659			—			—
Welter		19,902			—			—
VJIL		3,700			—			—
Total		46,639			163			2.7
Payable to:
VRJ2		—			24,329			405.5
Vedanta		18,540			2,389			39.8
KCM		—			177			2.9
VRHL		12			—			—
STL		3			3			0.1
Sesa Group Employees Provident Fund		146			126			2.1
Total		18,701			27,024			450.4
Borrowings from:
VRJ2		—			2,34,016			3,900.3
Vedanta		1,80,623			—			—
VRHL		5,448			—			—
Total		1,86,071			2,34,016			3,900.3
Guarantees outstanding**
Vedanta1		(354,950	)		(2,82,859	)		(4,714.3	)
Volcan2		1,150			1,150			19.2
Total		(353,800	)		(2,81,709	)		(4,695.1	)
Investment in Equity Shares - Quoted
STL		112			111			1.9
Total		112			111			1.9
Investment in Vedanta Bonds		—			3130			52.2
Total		—			3130			52.2

** Maximum guarantee amount and does not represent actual liability.

F-93

1. Guarantees provided by Vedanta against the borrowings taken by the Group

2. Bank guarantee has been provided by the Group on behalf of Volcan in favour of Income tax department, India as collateral in respect of certain tax disputes of Volcan.

Cairn PSC guarantee to Government

Vedanta has provided parent company financial and performance guarantee to Government of India for the Cairn India Group’s obligation under the Production Sharing Contract (‘PSC’). The guarantee provides for making available financial resources equivalent to Cairn India’s share for its obligation under PSC, personnel and technical services in accordance with industry practices and any other resources in case Cairn India is unable to fulfill its obligations under PSC.

Cairn Investment in Vedanta Bonds

Cairn has invested Rs. 3,130 million ($52.2 million) in bonds issued by Vedanta, which have maturities ranging from June 2016 to June 2021 at interest rates ranging from 6% to 9.5%.

Acquisition of shareholding in Cairn India

Pursuant to the share purchase agreement, dated February 25, 2012 between BFL, a wholly owned subsidiary of the erstwhile Sesa Goa and VRHL, BFL acquired 38.68% shareholding in Cairn India and an associated debt of USD 5,998 million by way of acquisition of TEHL, for a nominal cash consideration of USD 1.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made in ordinary course of business. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31 2014, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (2012 and 2013: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

*Loans to holding companies

From time to time the Group had given loan to Vedanta to finance general corporate purpose. The loan balance as at March 31, 2013 was Rs. 5,659 million ($ 103.8 million). These unsecured loans have been provided on fixed and floating basis interest rates and carry an average interest rate of 1.58% per annum. During the year loans amounting to Rs 5,087 million ($ 84.8 million) has been assigned to VRJ2 in exchange for loan payable to VRJ2 by TMHL.

The Group had given loans to TSHL to finance general corporate purpose. The loan balance as at March 31, 2013 was Rs. 6,246 million ($ 114.6 million). These unsecured loans have been provided on fixed and floating basis interest rates and carry an average interest of rate of 1.59% per annum Loans given to TSHL were supported by a Letter of comfort from Vedanta. During the year loans amounting to Rs 6,971 million ($ 116.2 million) has been assigned to VRJ2 in exchange for loan payable to VRJ2 by TMHL.

The Group had given loans to Welter to finance general corporate purpose. The loan balance as at March 31, 2013 was Rs. 19,902 million ($ 365.0 million). These unsecured loans have been provided on fixed and floating basis interest rates at an average rate of 1.65% per annum. Loans given to Welter were supported by a Letter of comfort from Vedanta. During 2013 loans amounting to Rs 9,651 million ($ 177.0 million) were renewed upon maturity on fresh terms and conditions. During the year loans amounting to Rs 22,291 million ($ 371.4 million) has been assigned to VRJ2 in exchange for loan payable to VRJ2 Limited by TMHL.

The Group had given loans to Richter to finance general corporate purpose. The loan balance as at March 31, 2013 was Rs 10,732 million ($ 196.8 million). These unsecured loans have been provided on fixed and floating basis interest rates at an average rate of 1.66% per annum and are repayable on various dates till March 2014. Loans given to Richter are supported by a Letter of comfort from Vedanta. During the year loans amounting to Rs 12,019 million ($ 200.3 million) has been assigned to VRJ2 in exchange for loan payable to VRJ2 by TMHL.

During the year the Group has given loans amounting to Rs 4,913 million ($81.9 million) to VRHL at an average rate of 1.69% to finance general corporate purpose which were later assigned to VRJ2 in exchange for loan payable to VRJ2 by TMHL.

*Loans to fellow subsidiaries

The Group had given a loan to VJIL to finance general corporate purpose. The loan balance as at March 31, 2013 was Rs 3,700 million ($ 67.9 million). This unsecured loan carries an interest rate of 1.3% per annum Loan given to VJIL were supported by a Letter of comfort from Vedanta. During 2013 loans amounting to Rs 3,700 million ($ 67.9 million) were renewed upon maturity on fresh terms and conditions. During the year loans amounting to Rs 4,150 million ($ 69.2 million) has been assigned to VRJ2 in exchange for loan payable to VRJ2 by TMHL.

During 2014, Group had renewed loan provided to SISCOL to finance project in earlier years. The loan balance as at March 31, 2014 was Rs. 163 million ($ 2.7 million). The loan is unsecured in nature and carries an interest rate of 10% per annum. The loan was due in May 2014.

F-94

Loan from holding company As at March 2012, the Group had borrowed loans from Vedanta of $ 3,137.0 million for Cairn India’s acquisition made during 2011.

During the year, pursuant to signing of a Deed of Assignment between Vedanta and VRJ2, all the existing rights of the above mentioned Loan have been assigned to VRJ2 and the new lender for the Company is VRJ2.

During the year, the Group borrowed $1,484.8 million at an average rate of 7.5 % from VRJ2 to meet funding requirements for refinancing of loan for acquisition of stake in Cairn India. The loan balance as at March 31, 2014 is $ 3,893.8 million at an average rate of 7.9% having an average maturity period of 5 years. This loan is unsecured.

Remuneration of key management personnel

The remuneration of the key management personnel of the Group are set out below in aggregate for each of the categories specified in IAS 24 Related party disclosures.

	As at March 31,
	2012		2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Short-term employee benefits		200		264		305		5.1
Post employment benefits		18		20		30		0.5
Share based payments		54		79		99		1.6
		272		363		434		7.2
Salary of Relative of Key Managerial Personnel
Mr. Agnivesh Agarwal		19		25		33		0.6

Details of transactions during the year with post retirement trusts:

	As at March 31,
	2012		2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
PF Trust
Balco Employees Provident Fund Trust		129		141		152		2.5
Hindustan Zinc Ltd Employees Contributory
Provident Fund Trust		248		269		268		4.4
Sesa Group Employees Provident Fund		345		355		226		3.7
Total		722		765		646		10.6

33. Other notes

(a) Components of other comprehensive income –cash flow hedges

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in million) (recast)			(Rs. in million) (recast)			(Rs. in million)			(US dollars in million)
Net gain/(loss) arising during the year		(5,045	)		(963	)		(862	)		(14.5	)
Reclassification adjustments for net gain/(loss) included in the consolidated statements of profit or loss		77			4,686			903			15.1
Net gain/(loss) on cash flow hedges recognised in other comprehensive income, net of tax		(4,968	)		3,723			41			0.6

F-95

(b) Exchange gain/ (loss) recognised in the consolidated statements of profit or loss:

For the year ended March 31,	2012			2013			2014			2014
	(Rs. in millions) (recast)			(Rs. in millions) (recast)			(Rs. in millions)			(US dollars in millions)
Other operating income		(752	)		(582	)		(4	)		(0.1	)
Cost of sales		(5,074	)		(6,135	)		(1,280	)		(21.3	)
Administration cost		(1,386	)		(2,323	)		(7,185	)		(119.8	)
Investment and other income		(107	)		462			285			4.7
Finance and other costs		(21,484	)		(14,851	)		(16,141	)		(269.0	)
Total		(28,803	)		(23,429	)		(24,325	)		(405.5	)

(c) The Group presents the consolidated statements of profit or loss by disclosing expenses by function. The consolidated statements of profit or loss disclosing expenses by nature is presented below:

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(Indian Rupees in millions except share or per share amounts unless otherwise stated)

For the year ended March 31,	Notes		2012			2013			2014			2014
			(Rs. in millions) (recast)			(Rs. in millions) (recast)			(Rs. in millions)			(US dollars in millions)
Revenue		4		598,116			722,303			725,243			12,087.4
Other operating income				2,252			3,791			4,541			75.7
Investment and other income		5		23,583			34,931			42,165			702.8
Total Income				623,951			761,025			771,949			12,865.9
(Decrease)/increase in inventories of finished goods and work-in-progress				(423	)		(698	)		8,951			149.2
Raw materials and other consumables used				(357,631	)		(419,647	)		(420,256	)		(7,004.3	)
Employee costs				(24,041	)		(31,499	)		(34,985	)		(583.1	)
Costs associated with ASARCO [refer Note 30(c) (i)]				(4,233	)		(268	)		(473	)		(7.9	)
Other costs				(45,404	)		(27,368	)		(30,065	)		(501.0	)
Depreciation and amortization				(61,111	)		(117,103	)		(125,428	)		(2,090.5	)
Finance and other costs		6		(46,323	)		(54,716	)		(72,821	)		(1,213.7	)
Share in consolidated profit of associate		9		4,404			—			—			—
Profit before tax				89,189			109,726			96,872			1,614.6
Income tax expense		7		(7,710	)		7,502			(34,646	)		(577.4	)
Profit for the year				81,479			117,228			62,226			1,037.2

F-96

(d). Employee costs

For the year ended March 31,	2012		2013		2014		2014
	(Rs. in million) (recast)		(Rs. in million) (recast)		(Rs. in million)		(US dollars in million)
Salaries, wages and bonus		21,927		29,377		32,476		541.3
Defined contribution pension scheme costs		1,116		1,159		1,499		25.0
Defined benefit pension scheme costs		505		787		392		6.5
Voluntary retirement expenses		493		176		618		10.3
		24,041		31,499		34,985		583.1

34. Subsequent Events

There have been no material events other than disclosed in the financial statement after reporting date which would require disclosure or adjustments to the financial statements for the year ended March 31, 2014.

i) The mining ban in Karnataka was lifted on April 18, 2013. The Group has complied with all conditions for the recommencement of operations and mining operations resumed in December 2013 with a production 1.5 million tonnes during the year.

ii) Subsequent to the year end, the Honorable Supreme Court (Supreme Court) vide its judgment dated April 21, 2014 has lifted the ban on mining in the State of Goa, subject to certain conditions, including formulation of the state policy for mining leases and renewals. It has imposed an interim restriction on the maximum annual excavation from the mining leases in the State of Goa to 20 million tonnes subject to determination of final capacity by Expert Committee appointed by the Supreme Court. Further, in its order, the Supreme Court has held that all mining leases in the State of Goa, including those of the Group have expired in 2007 and no mining operations can be carried out until renewal/execution of mining lease deeds by the State government. It has also directed that out of the sale proceeds of the e-auction of excavated ore Leaseholders to be paid average cost of excavation of iron ore, and the balance amounts are to be allocated amongst various affected stakeholders and unallocated amounts to be appropriated to the State Government.

SSL filed a Writ Petition before the Goa Bench of the High Court of Bombay for expeditious renewal of iron ore mining leases. On completion of hearings, the High Court has directed the State Government to renew the applications for mining leases on a immediate basis, where stamp duties have been already paid and consider other applications for mining leases within a period of three months.

In pursuance of the said judgement, the State Government of Goa is expected to announce a ruling on iron ore mining shortly. The Group expects to resume mining operations post necessary approvals for mining leases.

F-97

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

In accordance with Codification Topic 932 – Extractive Activities – Oil & gas, this section provides supplemental information on oil & gas exploration and producing activities of the Company for the years ended March 31, 2014, 2013 and 2012 (represents period from December 8, 2011 to March 31, 2012). The information included in items (i) through (iii) provides historical cost information pertaining to costs incurred in exploration, property acquisition and development, capitalized costs and results of operations. The information included in items (iv) and (v) present information on our estimated net proved reserve quantities, standardized measure of estimated discounted future net cash flows related to proved reserves, and changes in estimated discounted future net cash flows. Activities not directly associated with oil & gas producing activities are excluded from all aspects of this supplemental information.

Method of accounting for costs incurred in oil & gas producing activities and manner of disposing of capitalized costs relating to those activities

We follow a successful efforts based accounting policy for oil & gas assets.

Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the Income Statement.

Expenditure incurred on the acquisition of a licence interest is initially capitalised on a licence by licence basis. Costs are held, un-depleted, within exploration/appraisal assets until such time as the exploration phase on the licence area is complete or commercial reserves have been discovered.

Exploration expenditure incurred in the process of determining oil & gas exploration targets is capitalised initially within exploration/appraisal assets and subsequently allocated to drilling activities. Exploration/appraisal drilling costs are initially capitalised on a well–by-well basis until the success or otherwise of the well has been established. The success or failure of each exploration/appraisal effort is judged on a well-by-well basis. Drilling costs are written off on completion of a well unless the results indicate that hydrocarbon reserves exist and there is a reasonable prospect that these reserves are commercial.

Following appraisal of successful exploration wells, if commercial reserves are established and technical feasibility for extraction demonstrated, then the related capitalised exploration/appraisal costs are transferred into a single field cost center within property, plant and equipment – development/producing assets after testing for impairment. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs are written off to the Income Statement.

All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons has been demonstrated are capitalised within property, plant and equipment – development/producing assets on a field-by-field basis. Subsequent expenditure is capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. Any remaining costs associated with the part replaced are expensed.

Net proceeds from any disposal of an exploration/appraisal asset are initially credited against the previously capitalised costs. Any surplus proceeds are credited to the Income Statement. Net proceeds from any disposal of development/producing assets are credited against the previously capitalised cost. A gain or loss on disposal of a development/producing asset is recognised in the Income Statement to the extent that the net proceeds exceed or are less than the appropriate portion of the net capitalised costs of the asset.

F-98

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(i) Capitalized costs relating to oil & gas producing activities

The following table summarizes capitalized costs for oil & gas exploration and production activities with the related accumulated depreciation, depletion and amortization, and asset retirement obligation assets:

	India			Sri Lanka		South Africa
	(Rs. in millions)			(Rs. in millions)		(Rs. in millions)
March 31, 2014
Unproved oil & gas properties		12,369.4			47,332.7		1,769.1
Proved oil & gas properties		1,097,770.5			—		—
Support Equipments		3,911.8			—		—
Gross Capitalized costs		1,114,051.7			47,332.7		1,769.1
Accumulated depreciation, depletion, and amortization, and valuation allowances		(257,594.9	)		—		—
Net Capitalized costs		856,456.8			47,332.7		1,769.1
March 31, 2013
Unproved oil & gas properties		8,936.1			42,747.0		719.8
Proved oil & gas properties		961,019.1			—		—
Support Equipments		3,099.5			—		—
Gross Capitalized costs		973,054.7			42,747.0		719.8
Accumulated depreciation, depletion, and amortization, and valuation allowances		(154,851.7	)		—		—
Net Capitalized costs		818,203.0			42,747.0		719.8
March 31, 2012
Unproved oil & gas properties		8,111.0			39,721.0		—
Proved oil & gas properties		888,499.7			—		—
Support Equipments		2,047.4			—		—
Gross Capitalized costs		898,658.1			39,721.0		—
Accumulated depreciation, depletion, and amortization, and valuation allowances		(73,541.7	)		—		—
Net Capitalized costs		825,116.4			39,721.0		—

F-99

Supplementary Information on Oil & Gas Exploration and Production (Unaudited)

(ii) Costs incurred in oil & gas property acquisition, exploration and development activities

Costs incurred are summarized below and include both amounts expensed and capitalized:

	India		Sri Lanka		South Africa
	(Rs. in millions)		(Rs. in millions)		(Rs. in millions)
March 31, 2014
Acquisition of properties
Proved
Unproved
Exploration costs		14,113.5		194.1		997.8
Development costs		23,420.6		—		—
Total		37,534.1		194.1		997.8
March 31, 2013
Acquisition of properties
Proved
Unproved
Exploration costs		2,551.9		3,285.3		724.0
Development costs		15,523.8		—		—
Total		18,075.7		3,285.3		724.0
March 31, 2012*
Acquisition of properties
Proved		—
Unproved		—
Exploration costs		940.8		1,171.7		—
Development costs		5,946.9		—		—
Total		6,887.7		1,171.7		—

* represents period from December 8, 2011 to March 31, 2012

F-100

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(iii) Results of operations for oil & gas producing activities

The Company’s results of operations from oil & gas producing activities for the years ended March 31, 2014, 2013 and 2012 are shown in the following table.

Production costs are lifting costs incurred to operate and maintain productive wells and related equipment and facilities, including operating employees’ compensation, materials, supplies, fuel consumed in operations and operating costs related to natural gas processing plants.

Exploration expenses include the costs of geological and geophysical activities and non-productive exploratory wells. Depreciation and amortization expenses relate to assets employed in exploration and development activities. In accordance with Codification Topic 932 – Extractive Activities – Oil & gas, income taxes are based on statutory tax rates, reflecting allowable deductions. We have an effective tax rate lower than the statutory rate, benefiting from tax holiday in Rajasthan block under section 80-IB (9) of the Income Tax Act, 1961. Interest income and expense are excluded from the results reported in this table.

	India			Sri Lanka			South Africa
	(Rs. in millions)			(Rs. in millions)			(Rs. in millions)
March 31, 2014
Revenues
Sales		187,102.7			—			—
Transfers		—			—			—
Operating Income		379.4			—			—
Total		187,482.1			—			—
Production costs		(41,500.2	)		—			—
Exploration expenses		(541.4	)		(95.9	)		(15.8	)
Depreciation, depletion and amortization and valuation provisions		(84,763.6	)		—			—
Results before income tax expenses		60,676.9			(95.9	)		(15.8	)
Income tax expenses		(13,753.3	)		—			—
Results of operations from producing activities (excluding corporate overhead and interest costs)		46,923.6			(95.9	)		(15.8	)
March 31, 2013
Revenues
Sales		175,518.2			—			—
Transfers		—			—			—
Operating Income		239.6			—			—
Total		175,757.8			—			—
Production costs		(40,242.6	)		—			—
Exploration expenses		(53.9	)		(2,766.1	)		(1.6	)
Depreciation, depletion and amortization and valuation provisions		(77,596.7	)		—			—
Results before income tax expenses		57,864.6			(2,766.1	)		(1.6	)
Income tax expenses		(14,189.8	)		—			—
Results of operations from producing activities (excluding corporate overhead and interest costs)		43,674.8			(2,766.1	)		(1.6	)

F-101

March 31, 2012*
Revenues
Sales	44,914.1		—		—
Transfers	—		—		—
Operating Income	180.1		—		—
Total	45,094.2		—		—
Production costs	(7,795.6	)	—		—
Exploration expenses	(412.3	)	(295.2	)	—
Depreciation, depletion and amortization and valuation provisions	(16,822.2	)	—		—
Results before income tax expenses	20,064.1		(295.2	)	—
Income tax expenses	(5,073.6	)	—		—
Results of operations from producing activities (excluding corporate overhead and interest costs)	14,990.5		(295.2	)	—

* represents period from December 8, 2011 to March 31, 2012.

F-102

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(iv) Reserve quantities information

The following tables represent estimates for oil & gas reserves by geographic area as of March 31, 2014, 2013, 2012 and December 8, 2011. Quantities shown concern proved developed and undeveloped reserves together with changes in quantities for fiscals 2014, 2013 and 2012.

The definitions used for proved, proved developed and proved undeveloped oil & gas reserves are in accordance with United States Securities and Exchange Commission (SEC) Rule 4-10 of Regulation S-X. Proved oil and natural gas reserves are those estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be economically producible in future years from known reservoirs, under existing economic and operating conditions including a 12-month average price prior to the end of the reporting period, unless prices are defined by contract, and cost at the date of estimation.

All the proved reserves presented herein are based on PSCs with the GoI. As such, all net reserves are based on an entitlement calculation which converts our share of cost recovery and profit petroleum under each contract to a volume equivalent of net reserves in accordance with SEC guidance on calculating net reserves subject to these agreements.

F-103

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(iv) Reserve quantities information (Continued)

A summary of the annual changes in the proved reserves of oil is as follows (in mmbbls):

Proved developed and undeveloped reserves	India			Sri Lanka		South Africa		Total
Reserves at December 8, 2011		130.09			—		—		130.09
Revisions of previous estimates		(1.12	)		—		—		(1.12	)
Extensions and discoveries		—			—		—		—
Improved Recovery		—			—		—		—
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(8.37	)		—		—		(8.37	)
Reserves at March 31, 2012		120.60			—		—		120.60
Revisions of previous estimates		8.59			—		—		8.59
Extensions and discoveries		—			—		—		—
Improved Recovery		8.27			—		—		8.27
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(32.52	)		—		—		(32.52	)
Reserves at March 31, 2013		104.94			—		—		104.94
Revisions of previous estimates		17.20			—		—		17.20
Extensions and discoveries		—			—		—		—
Improved Recovery		21.63			—		—		21.63
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(32.24	)		—		—		(32.24	)
Reserves at March 31, 2014		111.53			—		—		111.53

F-104

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(iv) Reserve quantities information (Continued)

A summary of the annual changes in the proved reserves of natural gas is as follows (in bcf):

Proved developed and undeveloped reserves	India			Sri Lanka		South Africa		Total
Reserves at December 8, 2011		10.73			—		—		10.73
Revisions of previous estimates		(0.06	)		—		—		(0.06	)
Extensions and discoveries		—			—		—		—
Improved Recovery		—			—		—		—
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(1.20	)		—		—		(1.20	)
Reserves at March 31, 2012		9.47			—		—		9.47
Revisions of previous estimates		0.06			—		—		0.06
Extensions and discoveries		—			—		—		—
Improved Recovery		—			—		—		—
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(2.86	)		—		—		(2.86	)
Reserves at March 31, 2013		6.67			—		—		6.67
Revisions of previous estimates		2.96			—		—		2.96
Extensions and discoveries		1.21			—		—		1.21
Improved Recovery		—			—		—		—
Sales of reserves		—			—		—		—
Purchases of reserves		—			—		—		—
Production for the year		(3.89	)		—		—		(3.89	)
Reserves at March 31, 2014		6.95			—		—		6.95

F-105

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(iv) Reserve quantities information (Continued)

	2014				2013				2012
	Crude Oil		Natural gas		Crude Oil		Natural gas		Crude Oil		Natural gas
	(mmbbls)		(bcf)		(mmbbls)		(bcf)		(mmbbls)		(bcf)
Net proved developed reserves:
India		75.40		6.03		86.94		6.16		101.36		7.91
Sri Lanka		—		—		—		—		—		—
South Africa		—		—		—		—		—		—
Total net proved developed reserves		75.40		6.03		86.94		6.16		101.36		7.91
Net proved undeveloped reserves:
India		36.13		0.92		18.00		0.51		19.24		1.56
Sri Lanka		—		—		—		—		—		—
South Africa		—		—		—		—		—		—
Total net proved undeveloped reserves		36.13		0.92		18.00		0.51		19.24		1.56

F-106

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(v) Standardized measure of discounted future net cash flows relating to proved oil & gas quantities and changes therein

The table below shows the standardized measure of future net cash flows relating to proved reserves. The analysis is computed in accordance with Topic 932 – Extractive Activities – Oil & gas, by applying average prices during the 12-month period prior to the ending date of the period covered by the report, determined as an un-weighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions, as defined by the SEC, fiscal year-end costs, fiscal year-end statutory tax rates and a discount factor of 10% to fiscal year-end quantities of net proved reserves. The standardized measure of discounted future net cash flows is a forward-looking statement.

Future price changes are limited to those provided by existing contractual arrangements at the end of each reporting year. Future development and production costs are those estimated future expenditures necessary to develop and produce fiscal year-end estimated proved reserves based on fiscal year-end costs, assuming continuation of fiscal year-end economic conditions. Pre-tax future net cash flow is net of decommissioning and removal costs. Estimated future income taxes are calculated by applying the appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to estimated future pretax net cash flows, less the tax basis of related assets. We have an effective tax rate lower than the statutory rate, benefiting from tax holiday in Rajasthan block under section 80-IB (9) of the Income Tax Act, 1961. Discounted future net cash flows are calculated using a discount rate of 10% per year. Discounting requires a year-by-year estimate of when future expenditures will be incurred and when reserves will be produced. The standardized measure of discounted future net cash flows prescribed under Topic 932 requires assumptions as to the timing and amount of future development and production costs and income from the production of proved reserves. The information does not represent management’s estimate or our expected future cash flows or the value of its proved reserves and therefore should not be relied upon as an indication of our future cash flow or value of its proved reserves.

F-107

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(v) Standardized measure of discounted future net cash flows relating to proved oil & gas quantities and changes therein (continued)

	India			Sri Lanka		South Africa		Total
	(Rs. in millions)			(Rs. in millions)		(Rs. in millions)		(Rs. in millions)
At March 31 2014
Future cash inflows		645,543			—		—		645,543
Future production costs		(219,997	)		—		—		(219,997	)
Future development costs		(74,225	)		—		—		(74,225	)
Future income tax expenses		(46,633	)		—		—		(46,633	)
Undiscounted future net cash flows		304,688			—		—		304,688
10 percent midyear annual discount for timing of estimated cash flows		(69,202	)		—		—		(69,202	)
Standardized measure of discounted future net cash flows		235,486			—		—		235,486
At March 31, 2013
Future cash inflows		563,260			—		—		563,260
Future production costs		(188,176	)		—		—		(188,176	)
Future development costs		(44,318	)		—		—		(44,318	)
Future income tax expenses		(45,547	)		—		—		(45,547	)
Undiscounted future net cash flows		285,219			—		—		285,219
10 percent midyear annual discount for timing of estimated cash flows		(59,095	)		—		—		(59,095	)
Standardized measure of discounted future net cash flows		226,124			—		—		226,124
At March 31, 2012
Future cash inflows		603,541			—		—		603,541
Future production costs		(178,404	)		—		—		(178,404	)
Future development costs		(49,683	)		—		—		(49,683	)
Future income tax expenses		(56,408	)		—		—		(56,408	)
Undiscounted future net cash flows		319,046			—		—		319,046
10 percent midyear annual discount for timing of estimated cash flows		(68,771	)		—		—		(68,771	)
Standardized measure of discounted future net cash flows		250,275			—		—		250,275

F-108

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(v) Standardized measure of discounted future net cash flows relating to proved oil & gas quantities and changes therein (Continued)

	India			Sri Lanka		South Africa		Total
	(Rs. in millions)			(Rs. in millions)		(Rs. in millions)		(Rs. in millions)
Balance at April 1, 2013		226,124			—		—		226,124
Sales and transfers of oil & gas, net of production cost		(146,002	)		—		—		(146,002	)
Development cost incurred		23,247			—		—		23,247
Net change due to purchases and sales of minerals in place		—			—		—		—
Net change due to extensions, discoveries and improved recovery less related costs		63,421			—		—		63,421
Net change due to revisions in quantity estimates		52,235			—		—		52,235
Net change in prices, transfer prices and in production costs		19,548			—		—		19,548
Changes in estimated future development costs		(30,258	)		—		—		(30,258	)
Accretion of discount		27,168			—		—		27,168
Net change in income taxes		3			—		—		3
Timing		—			—		—		—
Balance at March 31, 2014		235,486			—		—		235,486

	India			Sri Lanka		South Africa		Total
	(Rs. in millions)			(Rs. in millions)		(Rs. in millions)		(Rs. in millions)
Balance at April 1, 2012		250,275			—		—		250,275
Sales and transfers of oil & gas, net of production cost		(137,976	)		—		—		(137,976	)
Development cost incurred		15,475			—		—		15,475
Net change due to purchases and sales of minerals in place		—			—		—		—
Net change due to extensions, discoveries and improved recovery less related costs		23,115			—		—		23,115
Net change due to revisions in quantity estimates		24,013			—		—		24,013
Net change in prices, transfer prices and in production costs		5,673			—		—		5,673
Changes in estimated future development costs		6,479			—		—		6,479
Accretion of discount		30,669			—		—		30,669
Net change in income taxes		8,401			—		—		8,401
Timing		—			—		—		—
Balance at March 31, 2013		226,124			—		—		226,124

F-109

Supplementary Information on Oil & gas Exploration and Production (Unaudited)

(v) Standardized measure of discounted future net cash flows relating to proved oil & gas quantities and changes therein (Continued)

	India			Sri Lanka		South Africa		Total
	(Rs. in millions)			(Rs. in millions)		(Rs. in millions)		(Rs. in millions)
Balance at December 8, 2011		234,293			—		—		234,293
Sales and transfers of oil & gas, net of production cost		(35,132	)		—		—		(35,132	)
Development cost incurred		5,616			—		—		5,616
Net change due to purchases and sales of minerals in place		—			—		—		—
Net change due to extensions, discoveries and improved recovery less related costs		—			—		—		—
Net change due to revisions in quantity estimates		(3,061	)		—		—		(3,061	)
Net change in prices, transfer prices and in production costs		22,999			—		—		22,999
Changes in estimated future development costs		(3,258	)		—		—		(3,258	)
Accretion of discount		29,329			—		—		29,329
Net change in income taxes		(511	)		—		—		(511	)
Timing		—			—		—		—
Balance at March 31, 2012		250,275			—		—		250,275

F-110

EX-1.1

Exhibit 1.1

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Goa, Daman and Diu

Fresh Certificate of Incorporation Consequent upon Change of Name

Corporate Identity Number : L13209GA1965PLC000044

In the matter of M/s SESA GOA LIMITED

I hereby certify that SESA GOA LIMITED which was originally incorporated on Twenty Fifth day of June Nineteen Hundred Sixty Five under the Companies Act, 1956 (No. 1 of 1956) as Sesa Goa Private Limited having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956 and the approval of the Central Government signified in writing having been accorded thereto under Section 21 of the Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No. G.S.R 507 (E) dated 24/06/1985 vide SRN B83568964 dated 18/09/2013 the name of the said company is this day changed to Sesa Sterlite Limited and this Certificate is issued pursuant to Section 23(1) of the said Act.

Given at Goa this Eighteenth day of September Two Thousand Thirteen.

Registrar of Companies, Goa, Daman and Diu

* Note: The corresponding form has been approved by SRIDHAR PAMARTHI, Registrar of Companies and this certificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of the Companies (Electronic Filing and Authentication of Documents) Rules, 2006.

The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

Mailing Address as per record available in Registrar of Companies office:

Sesa Sterlite Limited

SESA GHOR 20 EDCCOMPLEX PATTO, PANJIM,

GOA - 403001,

Goa, INDIA

EX-1.2

Exhibit 1.2

Memorandum

and

Articles of Association

of

SESA STERLITE LIMITED

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Goa, Daman and Diu

Fresh Certificate of Incorporation Consequent upon Change of Name

Corporate Identity Number: L13209GA1965PLC000044

In the matter of M/s SESA GOA LIMITED

I hereby certify that SESA GOA LIMITED which was originally incorporated on Twenty Fifth day of June Nineteen Hundred Sixty Five under the Companies Act, 1956 (No, 1 of 1956) as Sesa Goa Private Limited having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956 and the approval of the Central Government signified in writing having been accorded thereto under Section 21 of the Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No. G.S.R 507 (E) dated 24/06/1985 vide SRN B83568964 dated 18/09/2013 the name of the said company is this day changed to Sesa Sterlite Limited and this Certificate is issued pursuant to Section 23(1) of the said Act.

Given at Goa this Eighteenth day of September Two Thousand Thirteen.

Registrar of Companies, Goa, Daman and Diu

* Note: The corresponding form has been approved by SRIDHAR PAMARTHI, Registrar of Companies and this certificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of the Companies (Electronic Filing and Authentication of Documents) Rules. 2006.

The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

Mailing Address as per record available in Registrar of Companies office:

Sesa Sterlite Limited

SESA GHOR 20 EDCCOMPLEX PATTO, PANJIM,

GOA - 403001,

Goa, INDIA

SESA STERLITE LIMITED

CONTENTS

INDEX TO MEMORANDUM OF ASSOCIATION

			Page
I		Name of the Company
	II	Registered Office		1
	III	Objects of the Company		1
	IV	Liability of Members		1
	V	Share Capital		7
		Subscribers to the Memorandum of Association		8
	Copy of the order dated 25-3-1980 of the Court Of the Judicial Commissioner, Goa, Daman & Diu, Panaji, made under section 394 of the Companies Act, 1956, in the matter of amalgamation of Mingoa Private Limited, with Sesa Goa Private Limited, annexed to the Memorandum of Association.			9
	Copy of the order dated 5th October, 1996 of high court of judicature at Bombay, Panaji bench made under section 394 of the companies act, 1956 in the matter of Sesa Shipping Limited with Sesa Goa Limited annexed to the memorandum of association pursuant to section 391(4) of the companies act, 1956.			15
	Copy of the order dated 6th June, 2003 of high court of Bombay at Goa made under section 394 of the companies act, 1956 in the matter of the scheme of amalgamation of a Narain mines limited with Sesa Goa limited annexed to the memorandum of association pursuant to section 391(4) of the companies act, 1956.			24
	Copy of the order dated 4th February, 2005 of high court of Bombay at Goamade under section 394 of the companies act, 1956 in the matter of the scheme of amalgamation of Sesa Kembla Coke company with Sesa Goa Limited annexed to the memorandum of association pursuant to section 391(4) of the companies act, 1956.			28
	Copy of the order dated 7th February, 2011 of supreme court of India made under section 394 of the companies act, 1956 in the matter of the scheme of amalgamation of Sesa Industries Limited with Sesa Goa Limited annexed to the memorandum of association pursuant to section 391 (4) of the companies act, 1956.			37
	Copy of the order dated 3rd April, 2013 of single judge of high court of Bombay at Goa made under section 394 of the companies act, 1956 in the matter the Scheme of amalgamation and arrangement amongst Sterlite, Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa and their respective Shareholders and Creditors (‘Composite Scheme’) and the Scheme of Amalgamation of Ekaterina Limited (Ekaterina) with Sesa Goa and their respective Shareholders and Creditors (‘Ekaterina Scheme’) annexed to the memorandum of association pursuant to section 391 (4) of the companies act, 1956.			129

I

Copy of the order dated 12th August, 2013 of Division Bench of high court of Bombay at Goa in the matter the Scheme of amalgamation and arrangement amongst Sterlite, Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa and their respective Shareholders and Creditors (‘Composite Scheme’) and the Scheme of Amalgamation of Ekaterina Limited (Ekaterina) with Sesa Goa and their respective Shareholders and Creditors (‘Ekaterina Scheme’) annexed to the memorandum of association.

200

Copy of the order dated 27th August, 2013 of Supreme Court of India made in the matter the Scheme of amalgamation and arrangement amongst Sterlite, Madras Aluminium Company Limited (MALCO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa and their respective Shareholders and Creditors (‘Composite Scheme’) and the Scheme of Amalgamation of Ekaterina Limited (Ekaterina) with Sesa Goa and their respective Shareholders and Creditors (‘Ekaterina Scheme’) annexed to the memorandum of association.

266

INDEX TO ARTICLES OF ASSOCIATION

TABLE ‘A’ EXCLUDED	Article
Table ‘A’ not to apply but Company to be governed by
These articles	1	267
INTERPRETATION
Interpretation Clause
“The Company” or “this Company”	2	267
“The Act”	2	267
“Auditors”	2	267
“Beneficial Owner”	2	267
“Board” or “Board of Directors”	2	267
“Capital”	2	267
“Debenture”	2	267
“Depository Act”	2	267
“Depository”	2	268
“Directors”	2	268
“Dividend”	2	268
“Employees Stock Option”	2	268
“Gender”	2	268
“In Writing” and “Written”	2	268
“Member”	2	268
“Meeting” or “General Meeting”	2	268
“Annual General Meeting”	2	268
“Extraordinary General Meeting”	2	268
“Month”	2	268
“Office”	2	268
“Paid-up”	2	268
“Persons”	2	268
“Register of Members”	2	268
“The Registrar”	2	268
“Secretary”	2	268
“Securities”	2	269
“Seal”	2	269
“Share”	2	269
“ Share with differential rights”	2	269
“FINSIDER”	2	269
“Singular number”	2	269
“Ordinary Resolution” and “Special Resolution”	2	269
“Year” and “Financial Year”	2	269
“Marginal Notes and Catch Lines”	2	269
Company to be Private Company- Deleted	3	269

II

	Articles Article	Page
INCREASE AND REDUCTION OF CAPITAL
Increase of capital by the Company, and how carried into effect	4		269
New capital same as existing capital	5		269
Redeemable Preference Shares	6		270
Provisions to apply on issue of Redeemable Preference Shares	7		270
Reduction of Capital	8		270
Sub-division consolidation and cancellation of shares	9		270
Modification of rights	10		271
SHARES AND CERTIFICATES
Register and Index of Members	11		271
Branch Register of Members	12		271
Shares to be numbered progressively and no share to			271
be sub-divided	13		271
Further issue of capital	14		271
Issue of Sweat Equity	14		272
Shares under control of directors	15		272
Power also to company in General Meeting to issue shares	16		272
Acceptance of shares	17		272
Deposit and call etc. to be a debt payable immediately	18		273
Liability of Members	19		273
Share Certificates	20		273
Renewal of Share Certificates	21		274
Joint holders	22		275
Company not bound to recognise any interest in shares other than that of registered holder	23		275
Facility of Nomination	23		276
Funds etc. of Company may not be applied in purchase of shares of the Company	24		276
Power of Company to purchase its own securities	24		276
UNDERWRITING AND BROKERAGE
Commission may be paid	25		277
Brokerage	26		277
INTEREST OUT OF CAPITAL			277
Interest may be paid out of capital	27
CALLS			277
Directors may make calls	28
Notice of calls	29		277
Call to date from resolution	30		277
Call may be revoked or postponed	31		277
Liability of joint holders	32		277
Directors may extend time	33		278
Calls to carry interest	34		278
Sums deemed to be calls	35		278
Proof on trial of suit for money due on shares	36		278
Partial payment not to preclude forfeiture	37		278
Payment in anticipation of calls may carry interest	38		278
LIEN
Company’s lien on shares	39		279
As to enforcing lien by sale	40		279
Application of proceeds of sale	41		279

III

	Articles	Page
FORFEITURE OF SHARES
If money payable on shares not paid notion to be given to Members	42		280
Form of Notice	43		280
In default of payment, shares to be forfeited	44		280
Notice of Forfeiture to a Member	45		280
Forfeited share to be property of the company & May be sold, etc.	46		280
Member still liable to pay calls owing at the time of Forfeiture and interest	47		280
Effect of Forfeiture	48		280
Evidence of forfeiture	49		281
Validity of sale under Articles 40 and 46	50		281
Cancellation of share certificate in respect of forfeited Shares	51		281
Power to annul forfeiture	52		281
TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES
Register of Transfers	53		281
Beneficial Owner deemed as member	53		281
Securities in fungible form	53		281
Transfer of Depository Shares & Debentures	53		281
Rectification of Register on Transfer	53		282
Allotment of Shares & Debentures under Depository	53		282
Distinctive numbers not required under Depository	53		282
Register & Index of Beneficial Owner	53		282
Form of transfer	54		282
Transfer to be left at office and evidence of title given	55		282
No transfer to minors etc.	56		282
Closure of Register of members or Debenture holders	57		282
Directors’ powers to refuse to register a transfer	58		282
Title to shares of deceased holder	59		283
Transmission Clause	60		283
Refusal to register in case of transmission	61		283
The Company is not liable for disregard of notice Prohibiting registration of transfer	62		283
Rights of successors	63		284
COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS
Copies of Memorandum and Articles of Association To be sent by the Company	64		284
BORROWING POWERS
Borrowing powers	65		284
Payment or repayment of borrowed moneys	66		284
Terms of issue of Debentures	67		285
Register of Mortgages etc. to be kept.	68		285
Register and Index of Debenture holders	69		285
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
Shares may be converted into stock	70		285
Rights of stock holders	71		285
MEETINGS OF MEMBERS Annual General Meeting and Annual Return	72		285
Extraordinary General Meeting	73		286

IV

	Articles	Page
Requisition of Members to state object of meeting	74		286
On receipt of requisition, Directors to call meeting and in default requisitionists may do so	75		286
Meeting called requisitionists	76		287
Twenty-one days’ notice of meeting to be given	77		287
Business to be transacted at the General Meeting and nature thereof	78		287
Omission to give notice not to invalidate a resolution Passed	79		287
Meeting not to transact business not mentioned in Notice	80		287
Quorum for the General Meeting	81		287
Body corporate deemed to be personally present	82		287
If quorum not present meeting to be dissolved or adjourned	83		287
Chairman of General Meeting	84		288
Business confined to election of Chairman whilst chair vacant	85		288
Chairman with consent may adjourn meeting	86		288
Question at General Meeting how decided	87		288
Chairman’s casting vote	88		289
Poll to be taken, if demanded	89		289
Scrutineers at poll	90		289
In what case poll taken without adjournment	91		289
Demand for poll not to prevent transaction of other business	92		289
VOTES OF MEMBERS
Members in arrears not to vote	93		289
Number of votes to which Member entitled	94		289
Casting of votes by a Member entitled to more than one vote	95		290
Vote of a Member of unsound mind or who is a minor	96		290
Votes of joint Members	97		290
Voting in person or by proxy	98		290
Votes in respect of shares of deceased and insolvent Member	99		290
Appointment of proxy	100		290
Proxy either for specified meeting or for a period	101		291
Votes by members present or by proxy	102		291
Deposit of instrument of appointment	103		291
Form of Proxy	104		291
Validity of votes given by proxy notwithstanding death of Member	105		291
Time for objection to vote	106		291
Chairman of the meeting to be the judge of the validity of every vote	107		291
MINUTES OF GENERAL MEETINGS
Minutes of General Meetings and inspection thereof by Members	108		291
DIRECTORS
Number of Directors	109		292
Appointment of Directors	110		292
Appointment of Directors by FINSIDER	111		293
Debenture Directors	112		294

V

	Articles	Page
Power to appoint ex-officio Directors	112A		294
Appointment of Director by ICICI	112B		294
Appointment of alternate Directors	113		295
Directors’ power to add to the Board	114		295
Directors’ power to fill casual vacancies	115		295
Qualification of Directors	116		296
Remuneration of Directors	117		296
Travelling Expenses incurred by Director not a bonafide resident or by Director going out on Company’s business	118		296
Directors may act notwithstanding any vacancy	119		296
When office of Directors to become vacant	120		296
Directors may contract with Company	121		297
Disclosure of interest by Directors	122		298
Interested Directors not to participate or vote in Board’s proceedings	123		298
Register of Contracts in which Directors are interested	124		299
Directors may be Directors of companies promoted by the Company	125		299
Company may increase or reduce the number of Directors	126		299
Register of Directors etc. and notification of change to Registrar	127(a)		299
Register of shares or debentures held by the Directors	127(b)		300
Disclosure by Director of appointment to any other Body corporate	128		300
Disclosure by a Director of his holdings of shares and debentures of the Company	129		300
MANAGING/WHOLETIME DIRECTOR
Board may appoint Managing/Wholetime Director	130		300
Restriction on management	131		300
Certain persons not to be appointed Managing/Wholetime Directors	132		301
Special position of Managing/Wholetime Directors	133		301
PROCEEDINGS OF THE BOARD OF DIRECTORS
Meetings of Directors	134		301
Notice of Directors’ Meeting	135		301
Quorum at Board Meeting	136		301
Adjournment of meeting for want of quorum	137		301
When meeting to be convened	138		302
Chairman	139		302
Questions at Board meetings how to be decided	140		302
Powers of Board Meeting	141		302
Directors may appoint Committee	142		302
Meeting of Committee how to be governed	143		302
Resolution by circulation	144		302
Acts of Board or Committee valid notwithstanding informal defect in appointment	145		303
Minutes of Proceedings of meetings of the Board	146		303
Powers of Directors	147		304
Certain powers of the Board	148		304

VI

	Articles	Page
THE SECRETARY
Secretary	149		308
THE SEAL
The seal its custody and use	150		308
Deeds how executed	151		309
DIVIDENDS
Division of profits and dividens in proportion to Amount paid-up	152		309
The Company in General Meeting may declare a Dividend	153		309
Dividends only to be paid out of profits	154		309
Interim dividend	155		309
Capital paid-up in advance at interest not to earn Dividend	156		309
Retention of dividends until completion of transfer under Articles 59 and 60	157		309
Dividend etc. to joint holders	158		310
No Member to receive dividend whilst indebted to the Company and Company’s right of reimbursement thereout	159		310
Transfer of shares must be registered	160		310
Dividends how remitted	161		310
No interest on dividends	162		310
Dividend and call together	163		310
Unclaimed dividend	164		310
CAPITALISATION
Capitalisation	165		310
ACCOUNTS
Directors to keep true accounts	166		312
As to inspection of accounts or books by members	167		313
Statement of Accounts to be furnished to General Meeting	168		313
Copies shall be sent to each Member	169		313
AUDIT
Accounts to be audited	170		313
DOCUMENTS AND NOTICES
Manner of service of documents or notices on members by Company	171		313
When notices or documents served on members	172		314
By Advertisement	173		314
On joint holders	174		314
On personal representatives etc.	175		314
To whom documents or notices must be served or given	176		314
Members bound by documents or notices served on or given to previous holders	177		315
Documents or notices by Company and Signature thereto	178		315
Service of document or notice by member	179		315
WINDING UP
Liquidator may divide assets in specie	180		315
INDEMNITY AND RESPONSIBILITY
Indemnity	181		315
SECRECY CLAUSE
Secrecy clause	182		315
EXTRACTS OF MINUTES			317

VII

MEMORANDUM OF ASSOCIATION OF

*SESA STERLITE LIMITED

I The name of Company is SESA STERLITE LIMITED.

II. The Registered Office of the Company will be situated in the state of Goa.

III. The objects for which the Company is established extend to India and abroad and are the following:

(1) To continue to carry on the business of this Company, which was a Sociedade Por Quotas Resposabilidade Limitada, and to carry on all or any of the business of prospecting, exploring, mining, winning, importing, exporting, dealing, processing, buying, selling and distributing and generally dealing in earth and ore of all kinds including iron-ore, ferro-manganese, china-clay, quartz, silica, abrasive minerals, aluminium minerals, anlydrite, antimony minerals aquamarine, asbestos, barium minerals, bauxite, fluorspars and others.

(2) To purchase, take on lease or otherwise acquire mines, lands, and mineral properties, and also grants, concession, leases, claims, licences of or other interest in mines, mining rights, lands, mineral properties, water rights, either absolutely or conditionally and either solely or jointly with others.

(3) To buy, sell, import, export, distribute, prepare, produce, process and manufacture agriculture, forest, mineral, animal or any other goods, ware commodities, merchandise, article and things of any description or kind whatsoever.

(4) To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamated, manipulate, and prepare for market, ore, metal and mineral substances of all kinds, and to carry on any other metallurgical operations which may seem conducive to any of the Company’s objects.

(5) To carry on all or any of the business of exploring, discovering, producing, refining, processing, importing, exporting, distributing and generally dealing in crude oil, natural gas and other hydrocarbons.

*(6) To carry on the business of mechanical, electrical, railway, marine, aeronautical, agricultural, sanitary, civil and constructional engineers, ferrous and non-ferrous metal founders, casters, spinners, follers, and workers of all metals and their alloys, welders by any process whatsoever of ferrous and non ferrous metals and metal compounds, manufacturers of welding applications, tool makers, metal workers, boiler makers, mill-wrights, machinists, manufacturers of iron, pig iron, steel, metal wires, ingots, metals and their alloys of all kinds and descriptions, metal conductors, wires, galvanized wires, rods and things in all its branches, wire nails, bolts, nuts and appliances, tools and implements, sheets that could be manufactured out of aluminum, iron, steel, brass, zinc, copper, gold, silver or any other kind and combination of metal, converters of iron and steel and other metals, smiths, tin manufacturers and tinkers, wheelwrights, wood workers, builders, painters, metallurgists, water supply engineers; gas makers, varnishers, vulcanizers, electroplaters, silverplates, nickel plates, aluminium platers, importers, exporters and distributors in all kinds of plant and machinery, apparatus, tools, component parts, accessories, and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in any kind of metals, machinery, implements, tools, accessories, rolling stock, hardware of all kinds and things necessary or convenient for carrying on the business or usually dealt in by persons in like business.

*(7) To carry on the business of manufacturers of, and dealers in chemicals of any nature and kind whatsoever, including acids, alkalies and salts, manures, fertilizers, dyes, caustic soda, soda ash, sulphur, sulphuric acid, phosphoric acid, silicic acid, magnesite and drugs, tannins, essences, pharmaceutical, sizing, medicinal, chemical, industrial and other preparations and articles of any nature and kind whatsoever, mineral and other waters, soaps, oils, paints, varnishes, compounds,

1

drugs, dyestuffs- organic and mineral- intermediates, paints and colour grinders, makers of and dealers in proprietary articles of all kinds and of electrical, chemical, photographical, surgical and scientific apparatuses and materials and to manufacture, refine manipulate, import and deal in salts and marine minerals and their derivatives, by products and compounds of any nature and kind whatsoever.

*(8) To generate, supply, sell, accumulate, convert, transmit and distribute electric power or energy (conventional and non-conventional) and to do all such things as may be required in connection therewith and to acquire, establish, maintain and run power plant(s) whether for captive use or otherwise. To carry on the business of acquiring, establishing, commissioning, setting up, operating and maintaining thermal, hydro, nuclear and all kinds of conventional and non-conventional power plants, power transmission systems, power systems, generation stations based on conventional/non-conventional resources for evacuation, generation, transmission and distribution of power through establishing or using station, tie-lines sub-stations and transmission lines on commercial basis including build, own and transfer (BOT), built own and operate (BOO) and/or build, own lease and transfer (BOLT) and/or build, own, operate and transfer (BOOT) basis and to carry on the business of acquiring, operating, managing and maintaining power transmission system, power generation stations, tile-lines, sub-stations and transmission lines, either newly set up or acquired from State Electricity Boards, Vidyut Boards, Power Utilities Generating Companies, Transmission Companies, Distribution Companies, State Governments, licensees, Statutory Bodies, other organizations and bulk consumers of power and for any or all of the aforesaid purposes, to do trading and all the necessary or ancillary activities as may be considered necessary or beneficial or desirable. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import or export or otherwise deal in electrical wires, electrical goods and cables of all kinds, including but not limited to power/electrical/telecommunication cables, jelly filled cables, dry core cables, coaxial, optic fibre cables, switch board cables, jumparwires, telephone handset cords and other suitable alike cables and wires.

*(9) To carry on the business of developing Special Economic Zones in India in compliance with the applicable Governmental policies and procedures

* Pursuant to Scheme of amalgamation and arrangement approved by High Court of Bombay at Goa vide Order dated April 03, 2013.

(10) To purchase, take on lease, or in exchange, hire, or otherwise acquire any real, immovable or personal property and / or to build, construct, alter, enlarge, pull down, work, manage any buildings, offices, factories, machinery, engines, roads, ways and other works either solely or jointly with others.

(11) To buy, sell, manufacture, repair, alter, improve, exchange, let out on hire, import, export and deal in all factories, work, plant, machinery, tools, utensils, appliances, apparatus, products, materials, substances, articles and things capable of being used in any business which this Company is competent to carry on.

(12) To establish, maintain and operate shipping, road transport service and all ancillary services and for those purposes or as independent undertakings, to purchase, take in exchange, charter, hire, build, construct or otherwise acquire, and to own, work, mange and trade with ships, trawlers, drifters, tugs and vessels, motor and other vehicles with all necessary and convenient equipments, stores and accessories and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange or let out on hire or hire purchase or charter or otherwise deal with and dispose of any of the ships, vessels and vehicles or any of the equipments, stores and accessories of the Company.

(12A) To carry on the business of manufacturing, buying, selling, reselling, exchanging, altering, importing, improving, assembling or distributing and dealing in motor vehicles, packages of components parts thereof, trucks, tractors, chassis, motors, motorcycles,

2

mopeds, scooters, cycles, buses, lorries, omni buses, engines, ships, boats, barges, launches and other vehicles, and components of motor vehicles replacement parts, tools, implements, spare parts, accessories, materials and products for the transport or conveyance of passengers, merchandise, and goods of every description whether propelled or used by electricity, steam, oil, vapour, gas, petroleum or any other motive or mechanical power.

(12B) To carry on the business as structural engineers, construction engineers, mechanical engineers, electrical engineers, automobile engineers, fabricators, iron founders, fitters, wire drawers, tool-makers, enamellers, electroplaters, painters, tools, equipment, metal workers, smiths, wood-workers and metallurgists and in particular to manufacture and fabricate engineering goods, machine tools, precision instruments, pneumatic tools, structural steels and material handling equipment.

(Sub-clauses (8A) and (8B) inserted by Special Resolution dated 30.9.1982, as confirmed by the Company Law Board in its order dated 31.3.1983)

(12C) To carry on the business of manufacturing, converting, altering, processing, assembling, improving, buying, selling, exchanging, importing, exporting, operating, distributing or otherwise dealing in any or all of the following items, namely,

i) Electronic and electrical equipment, instruments, components and parts for consumer electronics and appliances, telecommunications, space application, automotive electronics, industrial applications including integrated circuits and packages, semiconductor devices, chips, television sets, video recorders and computer peripherals, monitors, micro-processors, logic controllers and other control equipment, all types of radar, transmitters and receivers, telephone, switching equipment and systems, calculators and digital electronic devices and instruments.

ii) Pig iron and all types of steel including alloy, special steels, stainless steel, cold and hot rolled steels.

iii) Equipment for production and conservation of energy covering non- conventional and renewable/non-renewable sources of energy including wind driven generators, solar powered equipment and all types of batteries and accumulators and the components, parts and accessories thereof.

iv) All types of finished leather goods.

(Sub-clause (8C) inserted by Special Resolution dated 28.9.1985, as confirmed by the Company Law Board in its order dated 21.5.1986)

(12D) (i) To construct, develop, maintain, build, operate equip, hire or otherwise deal with ports, shipyard, jetties, harbours, docks ship breaking, ship repair, ship building at any port in India or elsewhere.

(ii) To carry on business of inland and sea transport including goods, passengers and mail, shippers, ship agents, ship underwriters, ship managers, tug owners, barge owners, loading brokers, freight brokers, freight contractors, stevedores, warehouseman, Wharfingers and building, assembling, fitting, constructing, repairing and managing ships, seagoing vessels for inland waterways.

(iii) To carry on in India and in any part of the world the business to construct, erect, build, buy, sell, give or take on lease or license, repair, remodel, demolish, develop, improve, own, equip, operate and maintain, ports and port approaches, breakwaters for protection of port or on the fore shore of the port approaches with all such convenient arches, drains, lending places, hard jetties, floating barges or pontoons, stairs, fences, roads, railways, sidings, bridges, tunnels and approaches and widening deepening and improving any portion of the port or port approaches, light houses, light ships, beacons, pilot boats or other appliances necessary for the safe navigation of the ports and the port approaches and to build highways, roads, parks, streets, sideways building structure, building and warehouses and to construct and establish, dry docks, shipways and boat basins and workshops to carry out repairs or overwhelming of vessels, tugs, boats, machinery or appliances.

(iv) To establish and develop Special Economic Zones and Industrial Estates/Parks and to

3

carry on the business of properties developers, builders, creators, operators, owners, contractors of all and any kind of Infrastructure facilities and services including cities, towns, roads, seaports, airports, hotels, airways, railways, tramways, mass rapid transport system, cargo movement and cargo handling including mechanised handling system and equipment, shipyard, land development, water desalination plant, water treatment & recycling facilities, water supply & distribution system, solid waste management, effluent treatment facilities, power generation, transmission, distribution, power trading, generation and supply of gas or any other form of energy, environmental protection and pollution control public utilities, security services, municipal services, clearing house agency and stevedoring services and of like infrastructure facilities and services viz., telecommunication, cell services, cable and satellite communication networking, data transmission network, information technology network, agriculture and food processing zone, textile & apparel park, automobile & auto ancillaries park, chemical park, drugs & pharmaceuticals parks, light & heavy engineering parks, trading & warehousing zone, gem and jewellery and other industrial parks, factory buildings, warehouses, internal container depots, container freight station, clearing houses, research centre, trading centres, school and educational institutions, hospitals, community centre, training centres, hostels, places of worship, courts, markets, canteen, restaurants, residential complexes, commercial complexes and other social infrastructures and equip the same with all or any amenities, other facilities and infrastructure required by the various industries and people, entertainment centres, amusement park, green park, recreational zone, import & export house, to purchase, acquire, take on lease or in exchange or in any other lawful manner land, building, structures to promote industrial, commercial activity for inland and foreign trade, to carry on the business of international financial services centers, banks, insurance, postal services, courier services and to purchase plant & machineries, tools and equipment and carry on business of import and export, buying, selling, marketing and to do government liaison work and other work.’

* Amended vide Special Resolution passed by the shareholders by Postal Ballot on 17^th November, 2008.

(13) To enter into any arrangements with any Government or authorities, municipal, local or otherwise, or any persons or company, in India or abroad, that may seem conducive to the objects of the Company or any of them and to obtain from any such government, authority, persons or company any rights, privileges, charters, contracts, licences and concessions including, in particular, right in respect of waters, waterways, roads and highways, which the Company may think it desirable, and to carry out, exercise and comply therewith.

(14) To procure the Company to be registered in any place, and to establish subsidiary companies, agencies and branches for conducting the business of the Company in any part of India and abroad.

(15) To acquire the whole or any part of the undertaking and assets of any business within the objects of the Company and any lands, privileges, rights, contracts, property or effects held or used in connection therewith and upon any such purchase to undertake the liabilities of any company, association, partnership or person.

(16) To amalgamate, enter into partnership, or into any arrangement for sharing profits union of interests, cooperation, joint adventures, or reciprocal concessions, or for limiting competition with any person or Company carrying on or engaged in, or about to carry on or engage in, any business or the transaction which the Company is authorised to carry on or engage in or which can be carried on in conjunction therewith or which is capable of being conducted so as to directly or indirectly benefit the company.

(17) To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the Company or any part thereof for such consideration as the Company may think fit, and in

4

particular for shares, stock, debentures or other securities of any other company whether or not having objects all together or in part similar to those of the Company.

(18) To distribute among the members in specie in the event of winding up, any property of the company or any proceeds of the sale or disposal of any property of the Company but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.

(19) To act as agents or Brokers and as trustees for any person or company and to undertake and perform sub-contracts and to do all or part of the above things in any part of the world and either as principals, agents, trustees, contractors, or otherwise and either alone or jointly with others, and either by or through agents, managing agents, sub-contractors, trustees or otherwise.

(20) To apply for, purchase , or otherwise acquire and protect and renew in any part of the world any patents, patent rights, inventions, licenses, concession and the like, concerning any exclusive or non-exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly to benefit the Company, and to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property, rights or information so acquired, and to spend money in experimenting upon, testing or improving any such patents, invention or rights.

(21) To invest and deal with the moneys of the Company not immediately required in any manner and in particular to accumulate funds or to acquire or take by subscription, purchase or otherwise howsoever or to hold shares or stock in or the security of any company, association or undertaking in India or abroad.

(22) To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealing with the Company, and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies and generally to give guarantees and indemnities.

(23) To receive money on deposit or loan and borrow and raise money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture-stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future) including its uncalled capital, and also by a similar mortgage, charge or Hen to secure and guarantee the performance by the Company or any other person or company of any obligation undertaken by the Company or any other person or company, as the case may be, provided that the Company shall not carry on the business of banking within the meaning of the Banking Companies Act, 1949.

(24) To pay for any business, property or rights acquired or agreed to be acquired by the Company and generally to satisfy any obligation of the Company by the issue or transfer of shares of this or any other company directed as fully or partly paid up or of debentures or other securities of this or any other company.

(25) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

(26) To pay for any rights or property acquired by the Company and remunerate any person or company whether by cash payment or by the allotment of shares, debentures or other securities of the Company credited as paid full or in part or otherwise.

5

(27) To establish and maintain or procure the establishment and maintenance of any contributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any Company which is subsidiary of the Company or is allied to or associated with the Company or with Company or with any such subsidiary company, or who are or were at any time Directors or Officers of the Company, or for any such other company as aforesaid, and the wives, widows, families and dependents of any persons, and also establish and subsidise and subscribe to any institutions, including in particular, any cafeterias, canteens or clubs, or funds calculated to be for the benefit of or to advance the interests and well being of the Company or of any such other company as aforesaid and make payments to or towards the insurance of any such persons as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such company as aforesaid.

(28) To subscribe or contribute or otherwise assist or to grant money to charitable, benevolent, religious, scientific, national, public, political, or any other useful institutions, objects or purposes.

(29) To create any depreciation fund, reserve fund, sinking fund, or any other special fund whether for depreciation or for preparing, improving, extending or maintaining any of the properties of the Company or for any other purpose conducive to the interest of the Company.

(30) To place, reserve or distribute as dividend or bonus among the members, or otherwise to apply, as the Company may from time to time think fit, any moneys received by way of premium on shares or debentures issued at a premium by the Company, and any money received in respect of dividends accrued on forfeited shares or from unclaimed dividends.

(31) To establish, provide, maintain and conduct or otherwise subsidise research laboratories and experimental workshops for scientific and technical research and experiments; to undertake and carry on scientific and technical researches, experiments and tests of all kinds; to promote studies and researches both scientific and technical, investigations and inventions by providing, subsidising, endowing, or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing or contributing to the remuneration of scientific or technical professors or teachers and by providing or contributing to the award of scholarships, prizes, grants to students or otherwise and generally to encourage, promote, and reward studies, researches, investigations, experiments, tests and invention of any kind that may be considered likely to assist any business which the Company is authorised to carry on.

(32) To take part in the management, supervision or control of the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any Director, accountants, or other experts, or agents and to act as managing agents or secretaries and treasurers or as Secretary of any such company or undertaking.

(33) Subject to the provisions of the Companies Act 1956, or any other enactment in force, to indemnify and keep indemnified members , officers, directors, agents and servants of the Company against proceedings, costs, damages, claims and demands in respect of anything done or ordered to be done by them, for and in the interest of the Company and for any loss, damage, or misfortune, whatever and which shall happen in execution of the duties of their office or in relation thereto.

(34) To do all or any of the above things in any part of the world, and either as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, or otherwise, either alone

6

or in conjunction with others, and to do all such other things as are incidental or conducive to the attainment of the above objects or any of them. And it is hereby declared that the word “Company” in this clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporated, and whether domiciled in India or elsewhere.

(35) To carry on business of manufacture of coke and market the same both in wholesale and retail in the local and international markets.

(36) To provide consultancy service in the specialized technology in the setting up of non-recovery type of coking ovens.

Clauses 33 to 36 inserted pursuant to the order dated 7th February, 2011 of The Hon’ble Supreme Court of India, upholding the Order of Single judge of High Court of Bombay at Goa dated 18th December, 2008 approving the Scheme of Amalgamation of SIL with SGL with appointed date of 1st April, 2005, effective date being 14th February, 2011.

(37) To carry on business of manufacturing Sinter, Sponge iron, Cast iron including derivatives thereof and all types of Steel including structural steel, in the form of cast, rolled or forged or in any other form; machine tools, precision instruments, pneumatic tools, material handling equipment and other engineering goods, and marketing the same, both in wholesale and retail in local and international markets.

(38) To carry on the business of sale of waste gases emanating from the Pig Iron blast furnace or any other process for the purpose of utilization of its energy content, calorific value or sensible heat.

(39) To purchase waste heat with the purpose of utilizing its energy content, calorific value or sensible heat.

(40) To carry on the business of generation of power from the waste gases emanating from the Pig Iron blast furnace, coke oven and to supply/market the same to local parties and Government/Electricity Board.

IV The liability of the members is limited.

*V “The Authorized Share Capital of the Company will be Rs. 51,260,000,000 (Rupees Five Hundred Twelve Crore Sixty Lakhs) divided into 51,260,000,000 (Rupees Five Hundred Twelve Crore Sixty Lakhs) equity shares of Rs. 1/- (Rupees one) each with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being, with power to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, qualified, or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company for the time being”.

* Pursuant to Scheme of amalgamation and arrangement approved by High Court of Bombay at Goa vide Order dated 3^rd April, 2013 in CP No. 11 of 2012 and 12 of 2012, the authorized share capital stands enhanced to Rs. 51,260,000,000 (divided into 51,260,000,000 equity shares of Re. 1 each)

7

We, the several persons whose names, addresses are hereunder subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses, Descriptions and Occupations of Subscribers.		Number of shares taken by each Subscriber
PAOLO TRADARDI	Genoa, Gorso Italian 36 Mining Engineer Son of Renato Tradardi	500 (five hundred equity share)
RENZO FONTANI	Genoa, Via Del Pino Business Son of Giovarini Fontani	500 (five hundred equity share)
	Total	1000
		(One thousand equity shares)

Dated this 23rd day of March, 1965

Witness to the above signatures.

Fernando Sabatini, Genoa, Via Caffaro, 22.

Son of Luigi Sabatini

Marcello Bernardini, Genoa, via Manfredi, 2

Son of Bernardino Benardini.

8

COPY OF THE ORDER DATED 25-3-1980 OF COURT OF THE JUDICIAL COMMISSIONER, GOA, DAMAN & DIU, PANAJI, MADE UNDER SECTION 394 OF THE COMPANIES ACT, 1956, IN THE MATTER OF AMALGAMATION OF MINGOA PRIVATE LIMITED WITH SESA GOA PRIVATE LIMITED ANNEXED TO THE MEMORANDUM OF ASSOCIATION PURSUANT TO SECTION 391(4) OF THE COMPANIES ACT, 1956.

IN THE COURT OF THE JUDICIAL COMMISSIONER

GOA, DAMAN & DIU AT PANAJI ORIGINAL

JURIDICTION

IN THE MATTER OF THE COMPANIES ACT, 1956

AND

IN THE MATTER OF AMALGAMATION OF MINGOA PRIVATE LIMITED

(TRANSFEROR COMPANY) WITH SESA GOA PRIVATE LIMITED

(TRANSFEREE COMPANY)

COMPANY PETITION NO. 5 OF 1979

BEFORE THE HON’BLE MR. JUSTICE TITO MENEZES

DATED 25^TH MARCH, 1980.

ORDER UNDER SECTION 394

Upon the above petition coming on for further hearing on the 11^th day of March 1980, upon reading the said petition and upon hearing Mr. Joachim Dias, Pleader for Government of Goa, Daman & Diu and Mr. P.K. Patkar, Pleader for the Government of India, and Mr. Atul Setlavad and Mr. V.N.S. Neurencar, Advocates for the Petitioner Companies.

THIS COURT DOTH ORDER

1) That all the property, rights and powers of the Transferor Company specified in the first, second and third parts of the Scheduled hereto and all the other property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to section 394 (2) of the Companies Act, 1956, be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same; and

2) That all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to Section 394 (2) of the Companies Act, 1956, be transferred to and become the liabilities and duties of the Transferee Company; and

3) That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company; and

4) That the Transferee Company do without further application allot to such members of the Transferor Company the shares in the Transferee Company to which they are entitled under the Compromise or Arrangement; and

9

5) That the Transferor Company do within 30 days after the date of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the Transferor Company shall be dissolved effective from 1^st April, 1979 and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two Companies shall be consolidated accordingly; and

6) That any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary.

SCHEDULE

PART I

A. Mining Concessions granted under the Portuguese Colonial Mining Laws.

No. of Title of Concession & Date	Date of Transmission	Name of Village & Taluka in Goa where situated	Area in hectares
9 — 23-09-1949	24-2-1958	Malinguem Bicholim		92.5385
10 — 23-09-1949	24-2-1958	—do— Codli,		78.9306
69 — 14-12-1951	24-2-1958	Sanguem		99.7900
70 — 18-08-1952	24-2-1958	—do—		99.7600
126 — 04-12-1953	24-2-1958	—do— Maulinguem,		100.0000
3 — 15-01-1954	3-3-1958	Bicholim		32.0400
9 — 02-04-1955	3-3-1958	—do— Daucona,		33.0900
38 — 03-09-1955	17-2-1958	Sanguem Darbandora,		100.0000
39 — 03-09-1955	17-2-1958	Sanguem		23.9580

B. Land plots (Free-hold property) acquired and held upto - date

Name of plot	Situation	Area in Sq. Mts.	Date of Acquisition	Particulars of Registration
	Sanvordem			Included in the Sale
	Bunder plot		9-12-57	Deed of Machinery etc. Registered with Notary Crisna Porobo Tamba, Panjim in Book No 505 pages 99 V.
DABE- CASANA	Sanquelim	4,700	5-4-58	Panjim Notary Crisna Porobo Tamba, Book 508/75
(Used for Virdi road which is now a public road)
(Bicholim Land Registry Nos. 363, 901, 1110, 1294 and
Land Revenue Nos. 145, 147, 158, 160, 163, 149, 144, 146, 148, 162, 165, 166, 169, 180, & 181)

10

Name of plot	Situation	Area in Sq. Mts.		Date of Acquisition	Particulars of Registration
PORTION OF PLOTS DATTA, BOROD, ODLE MOL	Sanquelim		9,700	17-4-58	Panjim Notary, Crisna, porob Tamba, Book 509/7V.
(Used for Virdi road which is now a public road)
(The plots are not described in Land (Registry)
MACAR- XENDO	Sanquelim		68,893	4-8-62	Panjim Notary, Fernando, Jorge Colaco Book 549/40V.
(Bicholim Land Registry No. 3026 - Book B8 New and Land Revenue No. 36)
VAGACHO GOINDO	Virdi		24,274	12-1-70	Bicholim Sub-Registry under No. 1212 of Book 1 Vol. 15 pages 167 to 172
(Bicholim Land Registry No. 10088 - Book B26 New and Land Revenue No. 117)
DHAT	Sanquelim		79,000	9-7-70	Bicholim Sub-Registry
(Bicholim Land Revenue Nos. 35246, 247 & 248) (Not described in Land Registry)					under No. 1389 of Book 1 Vol. 16 pages 197 to 206 and under No. 1395 of Book 1 Vol. 16 pages 217 to 221.
MACAR- XENDO	Sanquelim		7,900	17-12-71	Bicholim Sub-Registry under No. 1911 of Book 1 Vol. 21 pages 232 to 235
(Land Registry No. 3026 Book B8 New and Land Revenue No. 36)
DOLCHO CANTOR	Virdi		9,287	21-4-72	Bicholim Sub-Registry under No. 2039 of Book 1 Vol. 22 pages 384 to 389
(Bicholim Land Registry No. 2453 Book B7 New and Land Revenue No. 185)
DOLCHO CANTOR	Virdi		5,491	10-11-72	Bicholim Sub-Registry under No. 2269 of Book 1 Vol. 26 pages 50 to 55.
(Bicholim Land Registry No. 2453 Book B7 New and Land Revenue No. 185)

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Name of plot	Situation	Area in Sq. Mts.	Date of Acquisition	Particulars of Registration
CANTOR	Sanquelim	7,100	21-8-73	Bicholim Sub-Registry under No. 2504 of Book 1 Vol. 27 pages 286 to 289
(Bicholim Land Registry No. 8852 New and Land Revenue No. 37)
VAGACHO GOINDO	Virdi	4,365	29-8-75	Bicholim Sub-Registry under No. 255 of Book 1 Vol. 38 pages 104 to 107.
(Bicholim Land Registry No. 10088 Book B26 New and Land Revenue No. 117)
VAGACHO GOINDO	Virdi	4,540	14-4-76	Bicholim Sub-Registry under No. 144 of Book 1 Vol. 41 pages 1 to 5.
(Bicholim Land Registry No. 10088 - Book B26 New and Land Revenue No. 117)
CANTOR	Sanquelim	907	12-12-78	Bicholim Sub-Registry under No. 40 of Book 1 Vol. 53 pages 291 to 294.
(Bicholim Land Registry No. 8852 New and Land Revenue No. 37)
CANTOR	Sanquelim	3,168	2-8-79	Bicholim Sub-Registry under No. 333 of Book 1 Vol. 57 pages 218 to 221.
(Bicholim Land Registry No. 8852 New and Land Revenue No. 37)

C. Bunders at Virdi and Sanvordem along with Loading bridges, constructions and approach roads costing Rs. 4,97,841.58 having their written down value at Rs. 1,06,923.88 as on the appointed day.

D. Buildings at mining establishments, bunders, workshops and offices along with the furniture and fixture and plants under construction costing Rs. 26,27,806.99 having their written down value at Rs. 20,96,439.06 as on the appointed day.

E. Machinery & Equipments, Road Transport Vehicles and River Fleet Barges and Launches, costing Rs. 4,06,25,108.81 having their written down value at Rs 1,31,39,216.16 as on the appointed day.

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Name of plot	Situation	Area in Sq. Mts.	Date of Acquisition	Particulars of Registration
PART II
Leasehold property held upto-date
Sanvordem Bunder comprising 3 plots	Sanvordem	9,360	1-11-74	Sanguem Sub-Registry under No. 127 of Book 1 Vol. IV pages 360 to 366.
(Quepem Land Registration and Land Revenue Nos. 5380 page 88 overleaf book B 17 and 278; 18297 page 33 overleaf book B50 and 277; 15529 page 1 overleaf book B43 and 281; 5379 page 88 book B17 and 280, 5381 page 89 book B17 and 282; 23890 page 80 book B64 and 27, 23891 page 80 overleaf book B64 and 276)
DABAMOLA	Codli	3,440	26-3-75	Sanguem Sub-Registry under No. 25 of Book 1 Vol. V pages 197 to 200.
(Quepem Land Registry No. 22144 Book B-59) (Not registered in Revenue Officer)
DHAT	Sanquelim	10,000	29-5-75	Bicholim Sub-Registry under No. 200 of Book 1 Vol. 37 pages 35 to 39.
(Bicholim Land Revenue Nos. 35246, 247, & 248) (Not described in Land Registry)
GHOL & MOSNICHEM MOL	Sanquelim	842	30-10-75	Bicholim Sub-Registry under No. 327 of Book 1 Vol. 38 pages 176 to 180
(Bicholim Land Registry No. 153911 and Land Revenue No. 260)
DHAT	Sanquelim	16,000	17-12-75	Bicholim Sub-Registry under No. 9 of Book 1 Vol. 31 pages 270 to 274.
(Bicholim Land Revenue Nos. 35246, 247 & 248) (Not described in Land Registry)
DHAT	Sanquelim	9,960	9-5-77	Bicholim Sub-Registry under No. 143/77 of Book 1 Vol. 45 pages 195 to 199.
(Bicholim Land Revenue Nos. 35246, 247 & 248) (Not described in Land Registry)

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Name of plot	Situation	Area in Sq. Mts.	Date of Acquisition	Particulars of Registration
PART III
Other Assets

i) Investments in 1267 Equity Shares of Rs. 100/- each fully paid in Goa Shipyard Limited.

ii) All other current assets, loans and advances as determined according to the audited balance sheets as at 31st March, 1979

Dated the 3rd day of April, 1980	Sd/- E.P. LOBO, 3.4.80 REGISTRAR
	“TRUE COPY” SD/- 14.4.80 Asstt. Registrar Judicial Commissioner’s Court Goa, Daman & Diu, Panaji.
SEAL of the COURT OF THE JUDICIAL COMMISSIONER GOA, DAMAN & DIU.

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COPY OF THE ORDER DATED 5^TH OCTOBER, 1996 OF HIGH COURT OF JUDICATURE AT BOMBAY, PANAJI BENCH MADE UNDER SECTION 394 OF THE COMPANIES ACT, 1956 IN THE MATTER OF SESA SHIPPING LIMITED WITH SESA GOA LIMITED ANNEXED TO THE MEMORANDUM OF ASSOCIATION PURSUANT TO SECTION 391(4) OF THE COMPANIES ACT, 1956.

IN HIGH COURT OF JUDICATURE AT BOMBAY, PANAJI BENCH,

PANAJI-GOA.

COMPANY PETITION NO. 11-S OF 1996

WITH

COMPANY APPLICATION NO.7-S OF 1996

AND

COMPANY PETITION NO. 12-S OF 1996

WITH

COMPANY APPLICATION NO. 8-S OF 1996

COMPANY PETITION NO. 11-S OF 1996

WITH

COMPANY APPLICATION NO. 7-S OF 1996

SESA SHIPPING LIMITED
A Company incorporated
Under the provision of
The Companies Act, 1956 having its registered office at ‘Sesa Ghor’.
20 EDC Complex,
Patto, Panaji, Goa-403 001.	.…… Petitioner

Shri. S. K. Kakodkar, Sr. Advocate with Shri. R. V. Kamat, Advocate for the petitioner Company.

Shri. E. P. Badrinaraynan, Additional Central Government Standing Counsel for the Regional Director, Department of Company Affairs, Government of India.

Shri. R. V. Dani, Official Liquidator present.

COMPANY PETITION NO. 12-S OF 1996

WITH

COMPANY APLICATION NO.8-S OF 1996

Sesa Goa Limited,
A Company incorporated under
The provisions of the Companies
Act, 1956 having its registered
Office at ‘Sesa Ghor’, 20 EDC
Complex, Patto, Panaji, Goa-403 001.	………. Petitioner

Shri. S. K. Kakodkar, Sr. Advocate with Shri. E. Afonso, Advocate for the Petitioner Company. Shri. E. P. Badrinarayanan, Additional Central Government Standing Counsel for the Regional Director, Department of Company Affairs, Government of India.

15

Shri. R. V. Dani, Official Liquidator present.

CORAM: F. I. REBELLO, J.

DATED: 5^TH OCTOBER, 1996.

ORAL JUDGEMENT

Both these Company Petitions are being disposed of by a common Order as the Petitioner Company in Company Petition No. 11-S/96 is to be amalgamated with the Company in Company Petition No. 12-S/96.

2. On filling of the above Company Petitions, this Court on 8^th May, 1996 directed that a meeting of the shareholders of the respective Companies be held on 29^th June, 1996. The Court also directed that the notice of the meeting be advertised. Copies of the notice as advertised had been taken on record. The Court dispensed with the advertisement in the Gazette.

3. In terms of the Order, an Affidavit has been filed along with the resolution approved by the shareholders of the Companies approving amalgamation in terms of the report. On 25^th July, 1996, an order was passed directing notice of the Petitions to be served on the Regional Director, Company Law Board and the Official Liquidator. Pursuant to the said notice, the Official Liquidator is present in the Court. Insofar as the Regional Director is concerned, it is apparent that there was some mis-discrepancy in the said Order and the notice in fact was to the Regional Director, Western Region, Department of Company affairs, Bombay. Shri. Badrinarayanan, additional Central Government Sanding Counsel appears on behalf of the Regional Director, Western Regional Department of Company Affairs.

4. On 5^th September, 1996 a further order was passed in the presence of the official liquidator as also the Additional Central Government Standing Counsel representing the Regional Director of Company Affairs. The matter was adjourned for report of the liquidator.

5. The liquidator has field his report has required by the second proviso to section 394 of the Companies Act. The said report has been taken on record. The said report is in the respect of Sesa Shipping Limited. In para 12 of the said report, the official liquidator has set out that there is no material available which could prove that the affairs of the Company has been conducted in a manner prejudicial to the interest of its members or the public interest. In other words, he has not opposed the scheme of amalgamation has approved by the members of the Company.

Shri. Badrinarayanan, also does not oppose the said scheme on instruction from his clients.

6. On hearing Counsel for the Companies, the official Liquidator and Counsel for the Regional Director, Department of Company Affairs, Western Region, Bombay. I am satisfied that the Companies have complied with the requirements of Sections 391 and 394 of the Indian Companies Act and that there is no valid objection to the scheme as approved by the shareholders of the respective Companies. In view of the above, both the Company Petitions have to be allowed.

7. Company Petition No 11-S/96 is allowed in terms of prayers (a) and (b).

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8. Company Petition No. 12-S/96 is allowed in terms of prayers (a) and (b).

9. The Additional Registrar at Panaji is directed to transcribe this Order in Form No. 41 of the Companies (Court) Rules, 1959 and in terms of the draft submitted.

10. Each of the petitioners to pay cost of Rs. 1000/- to the Official Liquidator in the respective Company Petitions.

11. In the circumstances of the case, Company Petitions are accordingly disposed of.

Sd/-

Assistant Registrar

High Court of Mumbai

Panaji (Goa)

17

‘ANNEXURE P1’

THE HIGH COURT OF JUDICATURE AT BOMBAY, PANAJI BENCH,

PANAJI – GOA.

In the matter of the Companies Act, 1956

And

In the matter of Sesa Goa Limited

Company Petition No. 12-S of 1996

Connected with

Company Application No. 8-S of 1996.

SESAGOA LIMITED ………Petitioner

Before the Hon’ble Mr. Justice F.I. Rebello

Dated: October 5^th, 1996

ORDER ON PETITION

The above petition coming on for hearing on 5^th October, 1996, upon reading the said petition, the order dated 8^th May, 1996 (further modified by order dated 13^th June, 1996) whereby the petitioner Company was ordered to convene a meeting of its equity shareholders for the purpose of considering and if though fit, approving with or without modification, the Scheme of Amalgamation of Sesa Shipping Limited with Sesa Goa Limited and annexed to the affidavit of Shri C.D. Chitnis, Secretary of the petitioner Company, dated 23^rd April, 1996 and the issues of ‘Navhind Times’ dated 1^st June, 1996, and ‘Sunaprant’ dated 1^st June, 1996 respectively, each containing the advertisement of the said notice convening the said meeting directed to be held by the said order dated 8^th May, 1996, the affidavit of Mr. T. Pooran filed on the 19^th June, 1996 showing the publication and dispatch of the notices convening the said meeting and the report of the Chairman of the said meeting dated 29^th June, 1996 as to the result of the said meeting, and upon hearing Shri, E. P. Badrinarayanan, Addl. Central Government Standing Counsel for the Regional Director, Western Region, Department of Company Affairs, Government of India and it appearing from the report that the proposed Scheme of Amalgamation has been approved unanimously by the members present and voting in person or by proxy.

This Court doth hereby sanction the Scheme of Amalgamation of Sesa Shipping Limited with Sesa Goa Limited set forth as Annexure P1 to the petition and the Schedule hereto doth hereby declare the same to be binding on the petitioner Company, its members and creditors.

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And this Court doth further order:-

(i) that with effect from 1^st January 1996 (hereinafter called’ the transfer date’) the entire business and undertaking including all movable and immovable and other assets of whatsoever nature and all licences, rights, trade-marks, patents, privileges, claims, etc. of Sesa Shipping Limited shall be transferred to and be deemed to be transferred, without further act or deed, to Sesa Goa Limited and the same be pursuant to Section 394 of the Companies Act, 1956, transferred to and vested in Sesa Goa Limited free from all estate and interest of Sesa Shipping Limited subject to the mortgages and charges now affecting the same;

(ii) that with effect from the transfer date, all liabilities, debts, obligations and duties of Sesa Shipping Limited shall also be transferred and be deemed to be transferred, without further act or deed, to Sesa Goa Limited and accordingly the same be, pursuant to Section 394 (2) of the Companies Act, 1956, transferred to and become liabilities and duties of Sesa Goa Limited;

(iii) that all proceedings, by or against the petitioner Company pending on the transfer date and relating to the property, rights, powers, liabilities, obligations and duties of Sesa Shipping Limited shall be continued and enforced by or against Sesa Goa Limited.

(iv) that with effect from the transfer date Sesa Shipping Limited be and is dissolved without winding up.

That the said Company do file with the Registrar of Companies a certified copy of this order within 30 days from this date.

Date this 5^th day of October, 1996.

Addln. Registrar.

The Seal of the High Court

of Bombay.

19

SCHEME OF AMALGAMATION

(Under Sections 391 and 394 of the Companies Act, 1956)

OF

SESA SHIPPING LIMITED

WITH

SESA GOA LIMITED

PRELIMINARY

A. In this SCHEME, unless inconsistent with the subject or context, the following expressions shall be deemed to mean:

a) “Transferor Company” or “Amalgamating Company” means SESA SHIPPING LIMITED, a Company within the meaning of the Companies Act, 1956 and having its Registered Office at “Sesa Ghor”, 20 EDC Complex, Patto, Panaji, Goa 403 001.

b) “Transferee Company” or “Amalgamated Company” means SESA GOA LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “Sesa Ghor”, 20 EDC Complex, Patto, Panaji, Goa 403 001.

c) “The Act” means the Companies Act, I of 1956.

d) “Transfer Date” means the commencement of business on the 1st day of January One thousand nine hundred and ninety six (01.01,1996)

e) “Effective Date” means the day on which the last of the sanctions/permissions/ approvals specified in this scheme shall have been obtained.

B. The Authorised Share Capital of Transferor Company is Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees ten only) each, out of which the issued and subscribed capital is Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupee ten only) each.

C. The Authorised Share Capital of Transferee Company is Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupess ten only) each, of which the issued capital is Rs. 19.68,12,000/- (Rupees Nineteen crores sixty eight lakhs twelve thousand only) divided into 1,96,81,200 Equity Shares of Rs. 10/- (Rupees ten only) each and the subscribed capital is 19,63,35,870/- (Rupees Nineteen crores sixty three lakhs thirty five thousand eight hundred and seventy only) divided into 1,96,33,587 equity shares of Rs. 10/- (Rupees ten only) each.

20

D. The Transferor Company is the wholly owned subsidiary of the Transferee Company.

SCHEME

1. The undertaking and business of the Transferor Company shall with effect from the Transfer Date and without further act or deed stand transferred to the Transferee Company, pursuant to Sections 391 (2) and 394 (2) of the Act and vest in the Transferee Company for all the estate, interest of the Transferor Company as a going concern but subject nevertheless, to all charges, if any, then affecting the same or any part thereof and on the Transfer Date, the Transferor Company, shall be amalgamated with the Transferee Company,

2. (a) For the purposes of the SCHEME, the undertaking and business of the Transferor Company shall include:

(i) All the assets, movable and immovable properties, of the Transferor Company immediately before the amalgamation, and

(ii) All the liabilities of the Transferor Company immediately before the amalgamation.

(b) Without prejudice to the generality of the foregoing sub-clause (a), the said undertaking and the business of the Transferor Company shall include:

(i) All the properties, rights and claims whatsoever of the Transferor Company and its entire undertaking, authorities, privileges, industrial and other licences, and the rights in respect of property, movable and immovable, leases, tenancy rights and other industrial property rights, registrations, approvals, clearances, fittings and fixtures, telephones, telex and fax connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks, investments, licences, contracts, agreements and other rights and interests of all description in and arising out of such properties as may belong to or be in possession of the Transferor Company and all books of accounts and documents and records relating thereto, but subject to all charges affecting the same.

PROVIDED ALWAYS the SCHEME shall not operate to enlarge the security for any loan, deposit or faculty created by or available to the Transferor Company which shall vest in the Transferee Company by virtue of the amalgamation and the Transferee Company shall not be obliged to create any further or additional security there for after the amalgamation has been effective or otherwise.

(ii) All the liabilities, debts, obligation and duties of the Transferor Company shall also stand transferred to the Transferee Company with effect from the Transfer Date without any further act or deed pursuant to Section 394 (2) of the Act so as to become the liabilities of the Transferee Company.

3. The General Reserve, Share Premium Account and the balance in the Profit and Loss Account in the Balance Sheet of the Transferor Company be included in the General reserve, Share Premium Account Transferee Company.

21

4. Upon this SCHEME being effective, if any suit, appeal or other proceedings of whatsoever nature by or against the Transferor Company or any of them be pending, the same be continued, prosecuted and enforced by any or against the Transferee Company.

5. The Transferee Company undertakes that on the SCHEME of amalgamation becoming fully effective in accordance with the provisions of Section 391 and 394 of the Act, to engage from the Effective Date all employees who may be in service with the Transferor Company on the aforesaid date on terms and conditions not less favourable than the terms of employment which the said employees enjoyed as on that date.

6. On and from the Transfer Date, the Transferor Company shall be deemed to have carried on and to be carrying on the business on behalf of and on account of the Transferee Company until such time as the SCHEME of amalgamation becomes effective in terms herein contained. From the Transfer Date, the Transferor Company shall carry on its business with proper prudence and shall not without the concurrence of the Transferee Company, alienate, charge or otherwise deal with the said undertaking or any part thereof except in the ordinary course of business or vary the terms and conditions of employment of any of its employees, income, or profit accruing to the Transferor Company or losses incurred by it, shall for all intents and purposes be the income, profit or losses or the case may be, of the Transferee Company and the Transferor Company shall account to and be entitled to be indemnified by the Transferee Company.

7. The Transfer and vesting of the properties and liabilities and the continuance of the proceedings mentioned herein above shall not affect transactions or proceedings already concluded by the Transferor Company on or after the Transfer Date to the end and intent that the Transferee Company accepts on behalf of itself all acts, deeds, bonds agreements and other instruments of whatsoever nature done and executed by the Transferor Company.

8. Subject to the other provisions herein contained, all contracts, deeds, agreements, and other instruments of whatsoever nature subsisting or having effect immediately before the Amalgamation to which the Transferor Company or any of them are a party, shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company had been a party thereto.

9. Upon the Amalgamation becoming effective, the shares held by the Transferee Company in the Transferor Company i.e. 2,00,00,000 Equity Shares of Rs. 10/- each, shall stand cancelled and shall vest in the Transferee Company.

10. This SCHEME is subject to such modifications as the High Court of Bombay at Panaji may impose or the Transferor Company may prefer and the High Court may approve and the Board of Directors of the Transferor Company and the Transferee Company may

22

consent on behalf of all concerned to any condition which the High Court may think fit to impose. In the construction herein, the word “SCHEME” shall also means the SCHEME as so modified.

11. This SCHEME shall not in any manner affect the rights of any of the Creditors of the Transferor Company, in particular the Secured Creditors shall continue to enjoy and hold charge upon their respective securities.

12. The implementation of this SCHEME is conditional upon and subject to:

a) The sanction of the SCHEME by the High Court of Bombay at Panaji, under Section 391 of the Act and the appropriate orders being made by the said High Court pursuant to Section 394 of the Act for effecting the Amalgamation under this SCHEME.

b) The approval and consent of any authorities concerned as may be required under any statute being obtained and granted in respect of any of the matters in respect of which such approval and consent be required.

13. This SCHEME although operative from the Transfer Date shall take effect finally and from the date on which any the aforesaid sanctions or approvals or order shall be last obtained, which shall be Effective Date for the purpose of this SCHEME.

14. All costs, charges, and expenses of the Transferor Company and the Transferee Company respectively in relation to or in connection with negotiations leading upto the SCHEME and/or carrying out and completing the terms and provisions of this SCHEME and of and incidental to the completion of Amalgamation of the Transferor Company in pursuance of this SCHEME shall be borne and paid by the Transferee Company.

15. The Transferor Company and/or any other person interested shall be at liberty to apply to the Court from time to time for necessary directions in matters relating to the SCHEME or any terms thereof.

16. Upon this SCHEME becoming effective the Transferor Company shall stand dissolved without winding up as and from the Effective Date or such date as the High Court may direct.

17. In the event of this SCHEME failing to take effect finally before the 30^th day of September 1997, or within such further period or periods as may be agreed upon between the Transferor Company (by its Directors) and the Transferee Company (by its Directors) this SCHEME shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred interse to or by the parties or any of them.

23

MADE UNDER SECTION 394 OF THE COMPANIES ACT, 1956 IN THE MATTER OF THE SCHEME OF AMALGAMATION OF A. NARAIN MINES LIMITED WITH SESA GOA LIMITED ANNEXED TO THE MEMORANDUM OF ASSOCIATION PURSUANT TO SECTION 391(4) OF THE COMPANIES ACT, 1956.

IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY PETITION N0.6-S OF 2003

Sesa Goa limited, A Company incorporated Under the Companies Act, 1956 having its Registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa-403 001 ……..Petitioner

Mr. R.G. Ramani, Advocate for the Petitioner.

Mr. V. P. Thali, Senior Central Government Standing Counsel for Regional Director.

Mr. Ahmed Kunju, Official Liquidator present in person.

CORAM: P.V. HARDAS

DATED: 6TH JUNE, 2003

ORAL JUDGEMENT

Heard Mr. R. G. Ramani, learned Councel for the Petitioner, Mr. V. P. Thali, learned Senior Central Government Standing Councel for Regional Director and Mr. Ahmed Kunju, learned Official Liquidator.

2. Mr. V.P. Thali, learned Senior Central Government Standing Counsel has produced on record a letter signed by the Regional Director, Company Affairs Western Region, Government of India, giving no objection to the approval of the Scheme of Amalgamation.

3. Mr. Ahmed Kunju, learned Official Liquidator has also filed his report on record wherein it is stated that the affairs of the Company have not been conducted in the manner prejudicial to the interests of its members and of the Transferor Company.

4. Mr. R. G. Ramani, learned Counsel for the Petitioner has placed the Minutes of the order on record. The same is marked ‘X’ for the purpose of identification. Order in terms of the Minutes of the Order at ‘X’ is passed.

5. The Petitioner shall pay the costs of Rs.2000/- each to the learned Official Liquidator and to the Regional Director, Department of Company Affairs Western Region, Government of India.

P.V. HARDAS, J.

RD

24

IN THE HIGH COURT OF BOMBAY AT PANAJI

Original Jurisdiction

Company Petition No 6-S/2003

Connected with

Company Application No.65-S/2002

	In the matter of section 391 and 394 of the Companies Act, 1956                     AND In the matter of the scheme of Amalgamation of A. Narrain Mines Limited (Transferor Company) with Sesa Goa Limited (Transferee Company)
Sesa Goa Limited, a Company Incorporated under the Companies Act, 1956 having its Registered Office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa-403 001.	……..Petitioner

Before the Hon’ble Mr. Justice P.V.Hardas

Dated: 6^th June, 2003

Order under Section 394

Upon the above petition coming on for further hearing on the 6^th day of June 2003, upon reading the said petition and upon hearing Mr. V.P. Thali, Sr. Central Government Standing Counsel for Regional Director, Western Region, Department of Company Affairs, Government of India and Shri Ahmed Kunju, the official Liquidator and Mr. R.G. Ramani, Advocate for the petitioner company.

THIS COURT DOTH ORDER

1. That all the property, rights and powers of the Transferor Company specified in the first, second and third parts of the Schedule hereto and all the other property, rights and power of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to Section 394(2) of the Companies Act, 1956, be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same; and

2. That all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to section 394(2) of the Companies Act, 1956, be transferred to and become the liabilities and duties of the Transferee Company; and

3. That all proceeding now pending by or against the Transferor Company be continued by or against the Transferee Company; and

4. That the Transferee Company shall not allot to the members of the Transferor Company any shares in the Transferee Company as the scheme of amalgamation does not involve transfer of any shares to the Transferee Company since the shares of the Transferor Company are entirely held by the Transferee Company; and

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5. That the Transferor Company do within 30 days after the date of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the Transferor Company shall be dissolved effective from 1^st April 2002 and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the Transferee Company and the files relating to the said two companies shall be consolidated accordingly ;and

6. That any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary.

SCHEDULE

PART-I

A. Mining Lease No.2236 dated 29.5.1998 effective from 28.10.1992 granted by Department of Mines & Geology, Govt. of Karnataka, in accordance with Mineral Concession Rules, 1960.

B. Land (Freehold property) acquired and held upto date as under:-

(i) Survey No.23/2P2 admeasuring 3 acres 32 guntas;

(ii) Survey No. 42 admeasuring 2 acres 20 guntas;

Located at Megalahalli, Hireguntanur Hobli, Holalkere Taluka, Chitradurga District, State of Karnataka.

C. Buildings at mining establishment, workshops and offices along with furniture and equipment having their Written Down Value at Rs20,47,000/-as on the appointed date. Capital work in progress of Rs.5,91,000/- as on the appointed date.

D. Plant and Machinery, Equipments, Vehicles having their Written Down Value at Rs.62,02,000/- as on the appointed date.

PART-II

Leasehold property held under Lease Agreement dated 15^th February, 1997 between A. Narrain Mines Limited and Governor of Karnataka (Principal Chief Conservator of Forest. Bangalore,) admeasuring 163.50 hectares, located at Madikeripura Village (Nirthadi State Forest). Holalkere Taluka. Chitradurga District, Karnataka.

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PART-III

Other Assets

All other current assets, loans and advances as determined according to the audited Balance Sheet as at 31^st March, 2002.

Dated this 6^th day of June, 2003.

(By the Court)

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COPY OF THE ORDER DATED 4^th FEBRUARY, 2005 OF HIGH COURT OF BOMBAY AT GOA MADE UNDER SECTION 394 OF THE COMPANIES ACT, 1956 IN THE MATTER OF THE SCHEME OF AMALGAMATION OF SESA KEMBLA COKE COMPANY WITH SESA GOA LIMITED ANNEXED TO THE MEMORANDUM OF ASSOCIATION PURSUANT TO SECTION 391(4) OF THE COMPANIES ACT, 1956.

IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY PETITION NO, 18-S OF 2004

Sesa Goa Limited, a Company incorporated under the Companies Act, 1956 having its Registered Office at Sesa Ghor, 20 EDC Complex. Patto Panaji, Goa 403 001 ………Petitioner.

Mr. R.G. Ramani, Advocate for the petitioner,

Mr. V.A. Lavande, Advocate for the GHRSSIDC Ltd.

Mr. C.A. Fereira. Sr. Central Government Standing Counsel for the Ministry of Company Affairs.

CORAM: A.P. LAVANDE.J.

DATE: 4^th FEBRUARY, 2005.

ORAL JUDGMENT:

Heard Mr. Ramani learned Counsel appearing for the petitioner. Order interms of the Minutes of the Order submitted today which is taken on record and marked “X” for identification.

2. The petitioner to pay costs of Rs. 5,000/- in favour the Regional Director, Ministry of Company Affairs, Mumbai. The costs shall be paid within a period of four weeks from today. The petition stands disposed of.

A.P. LAVANDE, J.

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IN THE HIGH COURT OF BOMBAY AT GOA

Original Jurisdiction

Company Petition No. 18-S of 2004

Connected with

Company Application No. 46-S/2004

	In matter of Sections 391 and 394 of the Companies Act, 1956
	AND
	In matter of the Scheme of Amalgamation of Sesa Kembla Coke Company (Transferor Company) with Sesa Goa Limited (Transferee Company)
Sesa Goa Limited, a Company incorporated under The Companies Act, 1956 having its Registered Office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa – 403001.	--- Petitioner

Before the Hon’ble Mr. Justice A. P. Lavande

Dated 4^th February 2005

Minutes of Order under section 394

Upon the above petition coming on for further hearing on the 28^th day of January, 2005, and 4th day of feer 2005, upon reading the said petition and upon hearing Mr. C. A. Fereira, Senior Central Government Standing Counsel for the Regional Director, Ministry of Company Affairs, Western Region, Government of India and Mr. R. G. Ramani, Advocate for the Petitioner Company

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THIS COURT DOTH ORDER

1. That the scheme of amalgamation of the Transferor Company with the Transferee Company is hereby sanctioned as set forth in Annexure P1 to the Petition and the Schedule I hereto doth hereby declare the same to be binding on the Transferee Company, its Members and Creditors.

2. That from the effective date, Clause III of the Memorandum of Association of the Transferee Company would stand amended with the addition of clauses detailed hereunder to carry out the business of the transferor Company.

(i) To carry on business of manufacture of coke and market the same both in wholesale and retail in the local and international markets.

(ii) To provide consultancy service in the specialized technology in the setting up of non-recovery type of coking ovens; and

3. That the entire business and undertaking including all the properties, rights, claims interests and titles of every description of or relating to the Transferor Company and its entire authorities, privileges, technology licenses, industrial and other licenses, and the rights in respect of property, movable and immovable, leases, tenancy rights, sanctions, Govt. approvals and other assets of whatsoever nature including patent rights, trade marks and other industrial property rights, registrations, approvals, clearances, fittings and fixtures, telephones, telex and fax connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks investments, licenses, contracts, agreements and other rights and interests of all description in and arising out of such properties as may belong to or be in possession of the Transferor Company and all books of accounts and documents and records relating thereto, and all the properties, right and powers of the Transferor Company more particularly specified in the first, second and third parts of the Schedule II hereto be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to Section 394(2) of the Companies Act, 1956, be transferred and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject to all charges now affecting the same; and

4 That all the liabilities, debts, obligations and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to Section 394(2) of the Companies Act, 1956, be transferred to and become the liabilities debts, obligations and duties of the Transferee Company; and

5. That all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company; and

6. That the Transferee Company shall not allot to the member of the Transferor Company any shares in the Transferee Company as the scheme of amalgamation does not involve transfer of any shares to the Transferee Company since the shares of the Transferor Company are entirely held by the Transferee Company; and

7. That the Transferor Company do within 30 days after the date of this order cause a

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certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Company shall be dissolved effective from 1st April 2004 without winding up and the Registrar of Companies shall place all documents relating to the Transferor Company and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two companies shall be consolidated accordingly; and

8. That any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary.

SCHEDULE I

Scheme of Amalgamation as annexed

SCHEDULE II

PART – I

A. Buildings at its establishments at Amona Village, Bicholim Taluka, along with furniture & fixtures and office equipments having their Written Down Value at Rs. 76.818 million as on the appointed date. Capital work in progress of Rs. 18.016 million as on the appointed date.

B. Plant and Machinery, Vehicles having their Written Down Value Rs. 737.273 million as on the appointed date.

PART – II

Leasehold property admeasuring 11,85,413 square meters, granted by Goa Industrial Development Corporation, bearing survey nos. 61/1 (part), 61/3 (part) 62, 63 (part) 120/1, 121, 177 (part), 205 (part), 206 (part) & 207 (part) of Navelim Village, Bicholim taluka and survey nos. 54 (part) and 56/17 (part) of Amona Village, Bicholim Taluka.

PART – III

Other Assets

All other current assets, loans and advances as determined according to the audited Balance Sheet as at 31^st March 2004.

Dated this 4^th day of February, 2005

(By the Court)

Asst. Registrar

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SCHEDULE I

SCHEME OF AMALGAMATION

(Under Sections 391 and 394 of the Companies Act, 1956)

OF

SESA KEMBLA COKE CO. LTD.

WITH

SESA GOA LIMITED

THE SCHEME

PRELIMINARY

A. In this Scheme, unless inconsistent with the subject or context, the following expressions shall be deemed to mean:

a) “Transferor Company” or “Amalgamating Company” means SESA KEMBLA COKE CO. LTD., A Company within the meaning of the Companies Act, 1956 and having its, Registered Office at “Seas Ghor” , 20 EDC Complex, Patto, Panaji, Goa, 403 001.

b) “Transferee Company” or “Amalgamated Company” means SESA GOA LIMITED, a Company incorporated under the provisions of the Companies Act, 1956, and having its Registered Office at “Sesa Ghor”, 20 EDC Complex, Patto, Panaji, Goa. 403 001.

c) “The Act” means the Companies Act, I of 1956.

d) “Appointed Date” means the commencement of business on the first day of April, 2004 or such other date as the High Court of Bombay at Panjim may direct.

e) “Effective Date” means the date on which certified copies of the High Court orders sanctioning the Scheme of Amalgamation and vesting the undertaking including the assets, liabilities, rights, duties, obligations and the like of the Transferor Company in the Transferee Company are filed with the Registrar of Companies, Goa, after obtaining all the consents, approvals permissions, resolutions, agreements, sanctions and orders necessary thereto.

f) “The Board” means the Board of Directors of the Transferor Company, or the Transferee Company as the case may be.

g) “The High Court” means the High Court of Judicature at Bombay (Panaji Branch).

h) “The Scheme” means the Scheme of Amalgamation for the amalgamation in its present form submitted to the High Court for sanction or with any modification approved by the shareholders or imposed or directed by the High Court.

B. The Authorised Share, Issued, Subscribed and Paid-up Share Capital of Transferor Company is Rs. 25,00,00,000/- (Rupees Two Hundred Fifty Million Only) divided into 2,50,00,000 Equity Shares of Rs. 10/-( Rupees Ten Only) each.

C. The Authorised Share Capital of the Transferee Company is Rs. 20,00,00,000/- (Rupees Two Hundred Million Only) divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each, of which the issued, subscribed and paid-up capital is Rs.19,68,10,100/- (Rupees One Hundred Ninety Six Million Eight

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certified copy of this order to be delivered to the Registrar of Companies for registration and on Rs. 10/- (Rupees Ten Only) each.

D. The Transferor Company is the wholly owned subsidiary of the Transferee Company.

I. AMENDMENT OF CLAUSE III OF THE MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

From the effective date, the Memorandum of Association of the Transferee Company would stand amended with the addition of clauses detailed here under to carry out the business of the Transferor Company

(1) To carry on business of manufacture of coke and market the same both in wholesale and retail in the local and international markets.

(2) To provide consultancy service in the specialized technology in the setting up of non-recovery type of coking ovens.

II TRANSFER OF UNDERTAKING UNDER THE SCHEME

I. The undertaking and business of the Transferor Company shall with effect from the Appointed Date and without further act or deed stand transferred to and vest in or deemed to be vested in the Transferee Company pursuant to Section 391(2) and 394(2) of the Act without any further act, deed, matter or thing so as to become the property of the Transferee Company for all the estate, interest of the Transferor Company as a going concern but subject nevertheless, to all charges, if any, then affecting the same or any part there of and on the Appointed Date, the Transferor Company, shall be amalgamated with the Transferee Company.

2.	(a)	For the purposes of the Scheme, the undertaking and business of the Transferor Company shall include:
	(i)	All the assets, movable and immovable properties, of the Transferor Company immediately before the amalgamation; and
	(ii)	All the liabilities of the Transferor Company immediately before the amalgamation.
	(b)	Without prejudice to the generality of the foregoing sub-clause (a), the said undertaking and the business of the Transferor Company shall include:
	(i)	All the properties, rights, claims, estates, interests, and titles of every description of or relating to the Transferor Company and its entire undertaking, authorities, privileges, technology, licenses, industrial and other licences, and the rights in respect of property, movable and immovable, leases, tenancy rights, sanctions, Govt. approvals and other assets of whatsoever nature including patents, patent rights, trade marks and other industrial property rights, registrations, approvals, clearances, fittings and fixtures, telephones, telex and fax connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks investments, licenses, contracts, agreements, and other rights and interests of all description in and arising out of such properties as may belong to or be in possession of the transferor Company and all books of accounts and documents and records relating thereto, but subject to all charges affecting the same.

(ii) All the liabilities, debts, obligations, and duties of the Transferor Company shall also stand transferred to the Transferee Company with effect from the Appointed

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Date without any further act or deed pursuant to Section 394 (2) of the Act so as to become the Transferee Company.

3. In no case shall the Scheme operate to enlarge the security for any loan, deposit or facility created by or available to the Transferor Company which shall vest in the Transferee Company by virtue of the amalgamation and in no case shall the Transferee Company be obliged to create any further or additional security therefor after the amalgamation has been effective or otherwise.

4. The balance in the Profit and Loss Account in the Balance Sheet of the Transferor Company as on the Appointed Date be included in the balance in the Profit and Loss Account in the Balance Sheet of the Transferee Company as on the Appointed Date.

5. Upon this Scheme being effective, if any suit, appeal or other proceedings of whatsoever nature by or against the Transferor Company or any of them be pending, the same be continued, prosecuted and enforced by any or against the Transferee Company.

6. The Transferee Company undertakes that on the Scheme of amalgamation becoming fully effective in accordance with the provisions of Section 391 and 394 of the Act, to engage from the Effective Date all employees who may be in service with the Transferor Company on the aforesaid date on terms and conditions not less favourable than the terms of employment which the said employees enjoyed as on that date. The services of the said employees shall for all purposes, including accrued leave benefits, gratuity, provident fund, retirement benefits, retrenchment compensation and so on shall be regarded as continuous and without any break or interruption of service by reason of the transfer of the undertaking to the Transferee Company,

7. With effect from the Appointed Date and up to the Effective Date, the Transferor Company shall carry on and be deemed to carry on all its business and activities and stand possessed of its properties and assets for and on account of and in trust for the transferee Company. From the Appointed Date and up to the Effective Date, the Transferor Company shall carry on its business with proper prudence and shall not without the concurrence of the Transferee Company, alienate, charge or otherwise deal with the said undertaking or any part thereof except in the ordinary course of business or vary the terms and conditions of employment of any of its employees. From the Appointed date and upto the Effective date, all the profits accruing to the Transferor Company or losses arising or incurred by it shall for all purposes be treated as the profits or losses of the Transferee Company as the case may be.

8. The Transferor Company shall not without the consent of the Transferee Company declare any divided for the financial year commencing from 1^st April, 2004 and subsequent financial years during which the Scheme has not become effective.

Subject to the provisions of this scheme becoming effective, the profits of the Transferor Company for the period beginning from 1^st April, 2004 shall belong to and be the profits of the Transferee Company and will be available to the Transferee Company for being disposed of in any manner as it thinks fit including declaration of dividend by the Transferee Company in respect of its year ending 31^st March, 2005 or any year thereafter.

9. The transfer and vesting of the properties and liabilities and the continuance of the proceedings mentioned herein above shall not affect transactions or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts on behalf of itself all acts, deeds, bonds agreements and other instruments of whatsoever nature done executed by the Transferor Company.

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10. Subject to the other provisions herein contained, all contracts, deeds, agreements, lease rights and other instruments of whatsoever nature subsisting or having effect immediately before the Amalgamation to which the Transferor Company or any of them are a party, shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company had been a party thereto.

11. Upon the Amalgamation becoming effective, the shares held by the Transferee Company in the Transferor Company i.e. 2,50,00,000 Equity Shares of Rs. 10/- cach, shall stand cancelled.

12. The Transferor Company and the Transferee Company through their respective Boards may consent on behalf of all persons concerned to any modifications or amendments of this scheme or to any conditions which the High Court and / or any other authority under the law may deem fit to approve of or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for carrying out the scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting the scheme into effect, The aforesaid powers of the Transferor Company and the Transferee Company may be exercised by the respective Boards or a committee or committees of the Boards or by any Director authorised by the respective Boards. In the event that any condition or conditions are imposed by any authority which the Transferor Company and/or the Transferee Company find unacceptable for any reason whatsoever then the Transferor Company and/or the Transferee Company shall be entitled to withdraw from the Scheme.

13. This Scheme shall not in any manner affect the rights of any of the Creditors of the Transferor Company, in particular the Secured Creditors shall continued to enjoy and hold charge upon their respective securities.

14. The implementations of this Scheme is conditional upon and subject to:

a) The sanction of the Scheme (with or without modifications) by the High Court of Bombay at Panaji, under Section 391 of the Act and the appropriate orders being made by the said High Court pursuant to Section 394 of the Act for effecting the Amalgamation under this Scheme.

b) The approval and consent of any authorities concerned as may be required under any statute being obtained and granted in respective of any of the matters in respect of which such approval and consent be required.

15. Scheme although operative from the Appointed Date shall take effect finally and from the date on which any of the aforesaid sanctions or approvals or order shall be last obtained, which shall be Effective date for the purpose of this Scheme.

16. All costs, charges and expenses of the Transferor Company and the Transferee Company respectively in relation to or in connection with negotiations leading upto the Scheme and/or carrying out and completing the terms and provisions of this Scheme and of and incidental to the completion of Amalgamation of the Transferor Company in pursuance of this Scheme shall be borne and paid by the Transferee Company.

17. The Transferor Company and/or any other person interested shall be at liberty to apply to the Court from time to time for necessary directions in matters relating to the Scheme or any terms thereof.

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18. Upon this Scheme becoming effective the Transferor Company shall stand dissolved without winding up as and from the Effective Date or such date as the High Court may direct.

19. In the event of this Scheme failing to take effect finally before the 31^st day of December, 2005 or within such further period or periods as may be agreed upon between the Transferor Company (by its Directors) and the Transferee Company (by its Directors) this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred interse to or by the parties or any of them,

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COPY OF THE ORDER DATED 7^th FEBRUARY, 2011 OF SUPREME COURT OF INDIA MADE UNDER SECTION 394 OF THE COMPANIES ACT, 1956 IN THE MATTER OF THE SCHEME OF AMALGAMATION OF SESA INDUSTRIES LIMITED WITH SESA GOA LIMITED ANNEXED TO THE MEMORANDUM OF ASSOCIATION PURSUANT TO SECTION 391(4) OF THE COMPANIES ACT, 1956.

IN THE COURT OF BOMBAY AT GOA

COMPANY PETITION NOS. 9 AND 10 OF 2006

Sesa Industries Limited, a Company incorporated under the Companies Act, 1956 having its Registered Office at Sesa Ghor, 20 EDC Complex Patto, Panaji Goa-403 001 .. Petitioner

Mr. I. Chagla and Mr. J. J. Bhat. Senior Advocates with Mr. R. Chagla and Mr. R. G. Ramani, Advocates for the Petitioner.

Mr. S. Kakodkar, Senior Advocate with A. Kakoadkar and Mr. R. Rivankar, Advocates for the Objector

Mr. C.A Ferreira, Assistant Soliciter General For Central Government.

CORAM:	N.A. BRITTO J.
DATE:	18TH DECEMBER 2008.

JUDGEMENT

These petitions have been filed for sanctioning a scheme of amalgamation of Sesa Industries Limited, the transferor, Company with Sesa Goa Limited the transferee Company, but have been objected to, by the Objector Smt. H. Bajaj who presently helds 0.29% of shares in Sesa Industries Limited on the ground that the amalgamation is not bonafide and has been thought of to get of the mess in which both the said Companies find themselves and to stiffle further investigations,

2. Sesa Goa Limited (SGL) was in corporated on 25-6-1965 as Private Limited Company under the provisious of the companies Act, 1956 and became a Public Company

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Limited w.e.f. 16-4-1991. Sesa Industries Limited (SIL) was incorporated on 17-5-1993 as a subsidiary of SGL, the latter holding 88.85% of its shares. Vide letter dated 3-7-1993 the SGL informed its share holders to subscribe to the shares of SIL at a premium of Rs. 12.50 per share with a promise that the shares of SIL would be listed on the Bombay Stock Exchange after 12 to 18 months, and on 28-8-1993 issued its preferential offer in the ratio of one equity share for every two equity shares held in SGL i.e. Rs. 22.50 per share. By letter dated 26-4-1999 SIL has informed its various shareholders including the Objector the reasons for non listing of the shares. Since the shares of SIL were not listed the Objector complained to the Registrar of Companies by her letter dated 24-5-2003. Prior to that on or about 24-4-1999 the Objector filed a Writ Petition, bearing No. 1280/99 seeking refund of monies invested in shares but the same came to be dismissed on or about 17-6-1999, inter alia, with an observation that the Objector may have his remedy either under the Contract Act or under its under the Companies Act. Thereafter on or about 15-1-2000 the Objector filed a Criminal Complaint bearing No. 4/S/2000 (renumbered as 111/SW/05) against the Directors of SIL, for offences under Sections 63, 68 r/w 64, 65 and 67 of the Companies Act r/w Sections 403,406/420 r/w/20B l.P.C On or about 5-6- 2003 the SGL offered to buy back the shares of SIL at Rs. 30/- per share, between 30-6-2005 to 29-7-2003. As per the Objector, the share value of SIL share then ought to have been at least Rs. 57/ per share. Nevertheless, the Objector who had about 531,950 shares of SIL accepted the existing offer and sold the shares pursuant to the said offer at Rs. 30/- per share but retained only 57,450 shares which now represents 0.29% of shares in SIL. Mrs. Bhandari, too, accepted the offer and sold her 31990 shares. That was after another Writ Petition bearing No. 1604/03 filed by some other share holders seeking direction to the Company and the offer should be withdrawn failed. Another complaint bearing No. 152/SS/04 (renumbered as 125/SW/05) was filed in September, 2003 which is pending before the 14^th Court of Metropolitan Magistrate at Girgaum, Mumbai.

3. The salient features of the amalgamation scheme are set out in para 16 of petition the scheme was approved at the separate Board Meetings of the aforesaid Companies on 26-7-2005. The benefits to arise from the scheme are set out in parts 15 of SGL’s petition and inter alia, it is stated that the amalgamation will help to consolidate the position of SGL which will be in a position to operate on a larger scale in terms of production and sales turnover; there will be considerable savings by eliminating duplication of administrative expenses, overheads,

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etc. The scheme provides that 17,65,284 shares of Rs. 10/- each held by the SGL shall be cancelled and the equity share holders of SIL would be allotted one equity share as against five equity shares of s. 10/- each held by the share holders in SIL which would stand paripasu with the existing ordinary equity shares SGL. The exchange ratio of 1:5 has been worked out by M/s N. M, Rajiand Co. and harebhakti & Co., reputed firms of Chartered Accounts. The scheme was approved at the meetings of the Companies held on 8-5-2006. The said meeting was held pursuant to the order of this Court dated 18-3-2006 as modified by Orders dated 27-3-2006 and 31-3-2006. It will not be out of context to refer to some of the observation of this Court in the said Order dated 18-3-2006.

“However, here is a case where one of the share holders of one of the Companies, is before the Court, asking the Court that the share holders have a right to informed that the Companies are under investigation by the Central Government so as to enable them to take an informed decision. In my view, the said prayer of the intervenor cannot be stated to be unreasonable. It is the financial interest of the share holders which would be at stake in the event, the investigations being carried out by the Central Government, lead to the winding up of the said companies at the instance of the central Government”

“Nevertheless the prayer of the intervenor that the share holders should know, before they approve the scheme, that the Companies are under investigation so as to allow them to take an informed decision, cannot he simply brushed aside. The share holders are the first Judges, if I may use that expression, to consider whether the scheme to be placed before them is to be approved or not, and for this purpose, they would be certainly entitled to know whether the Companies of which they the share holders are being investigated by the Central Government, and, as a result of that what decision they are required to take. As a result an explanatory statement was added to the individual notices sent to the share holders under Section 393 of the Companies Act, 1956. The said statement reads as follows.:-

“The Central Governemt has issued a letter dated 17th February, 2006 to various governmental agencies including the Regional Director (Western Region) enclosing a copy of the inspection report and recording that during the course of the inspection, the inspecting officer has pointed out

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contravention of Section 269 read with Section 198/309, contravention of Section 289 read with Article no. 111 and 140 of the Articles, contravention of section 260 and 313, contravention of Section 268 read with Section 256 and contravention of Section 628 of the Act. The investigating Officer has suggested invoking the provisions of Section 397 and 398 read with Section 388B, 401, 402 and 406 of the Act including that of Section 542 of the Act. The Inspection report has also pointed out financial irregularities and also examined the complaints of Mrs. Kalpana Bhandari and Mrs. Krishna H. Bajaj which have been reported in Part “A” of the Inspection Report. Contravention of Section 297 of the Act has been reported in Part “B” of the Inspection Report. It has also been suggested Part “D” of the inspection report for references to be made in the Ministry of Finance and SEBI. Accordingly, the Central Government has requested the addresses to examine the report and take appropriate action”.

4. The Complaints of the Objector dated 24-5-2003 and that of one Mrs. Bhandari dated 17-6-2003 have now resulted in two reports under Section 209A of the Companies Act, 1956 dated 17-2-2006 (of SGL) which is at page 876 of the paper book and dated 20-3-2006 (of SIL) which is at page 1133 of the paper book, of which initially the Objector had sought production and the Objector’s request was rejected by the Order of this Court dated 9-2-2007. However, the learned Division Bench in appeal No. 268/07 by order dated 25-4-2007 was pleased to order that this Court (Company Judge) “should take into consideration the said reports before passing any final orders in the matter of approving the scheme of amalgamation of the two Companies for considering the purpose of its relevancy, in order in grant approval”. The controversy as regards the production the said two reports has now come to end, with the production of the same by the Objector herself, Two missing pages thereof, namely page 9 of report dated 17-2-2006 and page 15 of report dated 20-3-2006 were required to be made good by the Regional Director by virtue of Order of this Court dated 29-8-2008. One of the missing pages have been made good. The other is nowhere in sight. This Court need not wait for the same.

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Extensive reference was made to the said reports by the learned Senior Counsel appearing on behalf of the Objector, and which report certainly are not flattering to either of the said Companies. Both the reports conclude this :-

“It will be apparent from the various findings of the Inspection Reports that the entire control of the day to day working of the company is being managed by Mitsui & Co. Ltd., Japan whereby huge turnover and profits are being siphoned away through systematic under invoicing of international financial transactions and over invoicing of import of coal, As regards inter-se transactions between SGL & SIL, systematic efforts have been made by SGL to put SIL into weak financial position by siphoning of the funds from SIL to SGL by over invoicing the price of iron ore and coke. In the process, the minority shareholders of SIL have been deprived of their reasonable return in the forms of dividend or gains out of fair price of its shares. The minority shareholders of SIL have been cheated through the systematically siphoning the funds by SGL to the ultimate holding company i.e. M/s Mitsui & Co. Ltd., Japan. The I. Q. has suggested for redressal of grievances of SIL by SGL in rescending the contract of presence of shares at under value price of Rs. 30/- per shares”

5. The scheme therefore came to be approved at the meetings held on 8-5-2006. Three numbers of SIL and one member of SGL opposed the said scheme but the fact remains that as required under Section 391 of the Act the majority in number and more than three fourths in value of the equity share holders of both the companies have approved the said scheme. Infact the Scheme has been approved by more than 99% of the shareholders. In other words, the shareholders of both the companies have approved the Scheme as being of commercial advantage to them and that they have done, inspite of the fact that they were aware that certain provisions of the Companies Act were contravened and the authorities were directed to examine

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the reports and take appropriate action. The Official Liquidator in his affidavit dated 10-8-2006 filed on the report of auditors has stated that the affairs of the transferor Company have not been conducted in a manner prejudicial to the interest of its member or the public and that he has no objection for the approval of the scheme. The Official Liquidator in his affidavit dated 10-8- 2006, filed on behalf of Regional Director (Central Government) has stated that he has been authorized by the Regional Director (WR) to file the affidavit and has further stated that both the companies were inspected under Section 209A. of the Act during the year 2005 and “any violation which may be noticed during the course of inspection, there will be no dilution for initiating legal action under the Act and that will not in any way affect the amalgamation. This part of the contraversy was dealt with in pares 13, Hand 17 of the Order dated 9-2-2007 which can be taken as reproduced herein. The scheme having been approved by all concerned and by 99% of the shareholders of both the companies and the Central Government as well as the Official Liquidator not having objected to the same, the only function of this Court in this supervisory jurisdiction is only to examine and find out whether the scheme is just and fair to the minority of the shareholders and is otherwise not opposed to any law or public interest including the economic interest of the country, though it is contended on behalf of the Objector by her learned Senior Counsel that the Court has a pivotal role to play in terms of the proviso below sub-section (2) of section 391 of the Act, While learned senior counsel on behalf of the Petitioner has contended that the jurisdiction is not inquisitorial. The relief being discretionary, it will be refused in case the aforesaid criteria is not met.

6. It was reiterated in Order dated 9-2-2007 relying on the law laid down by the Apex Court in Hindustan Lever Employees Union V. Hindustan Lever Ltd (1995) 83 Company Cases 30) that the jurisdiction of the Company Court sanctioning scheme of amalgamation is not appellate but only supervisory. That Section 394 of the Act casts an obligation on the Court to satisfy that the scheme for amalgamation or merger is not contrary to public interest and the basic principle of such satisfaction is none other than the broad and general principle inherent in any compromise or settlement entered into between the parties that it should not be unfair or contrary to public policy or unconscionable. In amalgamation of companies, the Courts have evolved the principle of “prudent business management tests” or that the scheme should not be a device to evade the law. In Mehir H.V. Mafatlal Industries Limited (1996 87 Company Cases 792) the Apex Court after considering various decided cases has come to the conclusion that the

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Company Court whistle sanctioning the scheme is not to go merely by the ipsi dixit of the majority of the share holders or creditors or their respective classes who might have voted in favour of the scheme by requisite majority and the Court is required to consider the pros and cons of the scheme with a view to find out whether the scheme is fair, just and reasonable and is not contrary to any provision of law and does not violate any public policy. The court will not sanction a scheme which is otherwise or which is unjust to a class of shareholders or creditors or whom it is meant.

7. To repeat, it was observed in Order dated 9-2-2007 that the Central Government through its Regional Director, has filed an affidavit through Registrar of Companies assuring the Court that any violation which have been noticed, there will be no dilution for initiating legal action under the Act and that will not in any way affect amalgamation, The action to be taken at the most will be criminal action against the Directors or other persons responsible for the violation of the relevant Sections. In case the said reports would lead to supersession of the Board of Directors of the petitioners, then the Regional Director would have certainly stated to be so and the fact that the Central Government has left the matter to the discretion of this Court would only indicate that there is nothing in the said reports which will come in the way of the Boards of the said Companies being superseded on approving the scheme of amalgamation. As assured to this Court, the Central Government is bound to take criminal action against the Directors or other persons responsible for the violation of the relevant provisions of the Act. The Objector is always at liberty to file appropriate proceedings to compel the Central Government to take necessary action, permissible in law.

8. Notice is given to Central Government under Section 394A of the Act with the object to enable it to study the proposal and raise objections, if any, in the light of information available with it and with a view to assist the Court by placing facts which it has and which otherwise might have not been disclosed to the Court by those approaching the Court so that the interests of the investing public do not suffer and so that such facts are also considered by the Court before any order is made. The Central Government as a repository of public interest has a duty and interest to ensure that public interest i.e. interests of investing public do not suffer and laws are not violated. As stated in Modus Analysis and Information P. Ltd. [(2008) 142 Company Cases 410 (Cal)] notice is issued to Central Government to allow it to look into the

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mechanics of the scheme and to appraise the Court, upon scrutiny, the legality, propriety and resonableness of the clauses thereof The Central Government is required to ensure that there is procedural compliance by the concerned companies and that the terms of the scheme are not opposed to public policy. The very fac that the Regional Director has not objected to the scheme, it is presumed that there is nothing in it which is illegal, or improper or unreasonable and it is not opposed to public interest. As stated in Larsen and Toubro (2004 Company Cases 523) if the Regional Director, after considering the material on record makes a positive statement in the Court that they have no objection to consider the scheme of arrangement in question, that is in itself sufficient reason to consider that the scheme is in public interest or at least not against the public interest or interest of shareholders.

9. The first objection taken by the Objector is that the petitions filed are in violation of the provision of the proviso to sub-section (2) of section 391 of the Act as the companies have deliberately suppressed the pendency of an inspection investigation initiated under the provision of Section 209A of the Act. It is contended that the said proviso casts a duty upon the company court to satisfy itself that the company has made full disclosure of the material facts relating to the company. It is further contended that the company has not disclosed in the petition two very important material facts, namely, (i) that the criminal proceedings are pending against the Directors of SIL and SGL for violating certain provisions of the Act as well as offences under the Indian Penal Code, and (ii) proceedings under Section 209 A are pending against the companies which as per the Objector are proceedings like those under Sections 235 to 251 of the Act. As per the Petitioner a report of investigation under Section 209A can certainly be included under the proviso of the said provision as it would squarely fall under the caption of investigation made under the “alike” sections of the said Act and it is further contended neither SIL nor SGL have disclosed in the petitions about the pendency of the said proceedings. It is also submitted that both the companies had received the preliminary letter of findings dated 28-9- 2005 but intentionally omitted to disclose the same in the petitions which are filed before this Court and the same were also not disclosed to the shareholders of either of the said companies in the notice sent to them for summoning the statutory meeting to be held on 8-5-2006 for the purpose of approving the scheme of amalgamation. In this context reliance has been placed on Miheer H. Mafatlal V. Mafatlal Industries Ltd. (supra) wherein the Apex Court has stated, inter alia, that the sanctioning Court has to see to it that all the statutory procedure for supporting such

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a scheme has been complied with and all the requisite material contemplated by the proviso to the sub-section (2) of section 391 of the Act is placed before the court by the concerned Applicant seeking sanction for such a scheme and the Court gets satisfied about the same. Reliance is also placed on Bedrock Limited (1998 (4) BCR 710) wherein it has been held that a party seeking a discretionary relief from a Court must come with clean hands and must not suppress any relevant fact from the Court and must refrain from making misleading statements or from giving incorrect information to the Court. Reliance is also placed or T. Mathew V. Smt. Suraj G. Poddari ((1996) 22 CLA 200).

10. On the other hand, on behalf of the companies, it is submitted that Section 209A of the Act deals with “inspection proceedings” and not “investigation proceedings” and the proviso to Section 391(2) of the Act is not applicable to inspection proceedings as the said proviso only speaks of investigation proceedings in respect of the company under Sections 235 to 251 of the Act and the like Reliance is placed on Zee Telefilms Limited (Appeal No. 164/03 decided by the Division Bench of this Court on 12-3-2003) wherein it was held that Section 391 (2) of the Act speaks of investigation proceedings under Section 235 to 251 of the Act in relation to the company and not to other proceedings. It is further submitted that assuming that proceedings under Section 209A is included in the proviso of section 391 (2) of the Act then the SIL had disclosed the inspection proceedings under Section 209A of the Act to the shareholders in its Explanatory statement accompanying the notice to the shareholders for its approval of the scheme as directed by this Court by order dated 18-3-2006 and it is only thereafter that the shareholders of SIL voted in favour of the scheme of amalgamation. Reliance has been placed on Reliance Petroleum Limited [(2003) 46 SCL 38] contending that an inspection report under Section 209A of the Act cannot stand in the way of granting approval to the scheme of amalgamation, if other factors stand satisfied. It is submitted that one cannot wait o see the end of inspection proceedings which are bound to take its won course and its own time and that an endless wait cannot be in the economic interests of the country and this is so because on inspection under Section 209A of the Act are only result in prosecution against the Directors / other Officers responsible for the contravention of various Sections of the Act as indicated in the preliminary letter dated 17-2-2006 accompanying the two reports in respect of SIL and SGL and that it would not be in public interest nor in the interest of the company sought to be amalgamated in the light of the consent given by the majority shareholders. As regards the

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criminal complaints, it is submitted that criminal proceedings are separate proceedings and if the scheme is sanctioned such sanction would have no effect or impact on the criminal proceedings which are totally alien and irrelevant to the present scheme.

11. The requirement of maintaining books of accounts are dealt with by Section 209 of the Act and Section 209A of the Act deals with inspection of books of accounts while Section 224 deals with appointment and remuneration of auditors and Section 235 deals with the investigation of affairs of a company. The object of inspection of the books of accounts is not only to keep a watch on the performance of the companies but also to evaluate the level of efficiency in the conduct of the affairs of the company. It also enables the Government to ascertain the quantum of profits which have accrued but not adequately accounted for taxation purposes, concealment of Income, by falsification of accounts, misuse of fiduciary responsibilities by management, for personal aggrandizement, etc. so that the Government can take effective emergent remedial measures before a company goes into liquidation and thus not only save the industry or trade as such, but also to prevent distress to the employees and workers. The object of inspection is also to ensure that the transactions have been validity entered into according to the rules and procedures and also to ascertain whether the statutory auditors have discharged their functions in certifying true and fair view of the companies accounts and their proper maintenance.

12. Investigations into the affairs of the company are dealt with by Section 235 of the Act and sub-section (1) thereof gives to the Central Government a discretion to appoint one or more persons as inspectors to investigate the affairs of a company and to report thereon in such matter as the Central Government may direct while sub-section (2) gives no notice but to order an investigation when the requirements of that sub-section are fulfilled. It is not disputed that an initial inspection report may invite an action by the Central Government of investigation into the affairs of the company in terms of Section 235 of the Act or it may also invite an action in terms of Sections 397/398 r/w 401 of the Act or for that matter an action is winding up in terms of Section 433(h) of the Act. It is obvious that an inspection carried out in terms of Section 209A is different from an investigation carried out in terms of Section 235 of the Act and the very fact that the second follows the first, they cannot be termed to be alike, as contemplated by the proviso. An inspection of books of accounts and investigation of affairs are differently dealt

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with under the Act and one cannot be like the other and therefore what is required to be disclosed in terms of the proviso to the Section is only pendency of investigation proceedings and the like. Inspection proceedings are not like investigation proceedings and therefore need not have been disclosed by the companies in the petition. That apart, even if inspection proceedings were to be read into the proviso to Section 391 of the Act and were required to be disclosed, the Petitioners cannot be atributed with suppression of facts. The Petitioners have more than complied with the said provision when the letter dated 17-2-2006 was made part of individual notices to be sent to the shareholders by, Order dated 18-3-2006 and inspite of knowing the contents of the said letter dated 17-2-006 that the companies were inspected and certain conventions of the Act were pointed out, the majority of shareholders have approved the scheme of amalgamation. The said letter dated 17-2-2006 showed that SGL was inspected under Section 209A of the Act and was again reinspected and during the course of inspect certain contraventions of Section 248 r/w 198, 289, and with Articles 111 and 140 of the Articles were pointed out, etc. Not only the Court was aware of the said inspection reports but the shareholders too were made aware of the same. Whether it is the letter or that the explanatory statements bares it all and nothing more than that was required to be more than that was required to be place before the Court of before the shareholders. Even then, they approved the scheme . The passage of time of almost three years and the stand taken by the Regional Director, clearly shows the investigations on action in terms of Section 401 of the Act are not in the offing.

13. In Reliance Petroleum Limited (supra), the Gujrat High Court has clearly stated that inspection report under Section 209 A the Act cannot stand in the way while granting approval to the scheme of amalgamation, if other factors, stand satisfied. The Court has stated that upon inspection of books and records, the person making the inspection is required to report to the Central Government and in case of default sub-sections (8) and (9) of the Section 209A provided for punishment, but the same are in relation to the company or its officers and cannot come in the way while granting approval to the scheme. In that case the scheme of amalgamation was sanctioned with a clarification that the sanction will not come in the way of the proceedings that may be pending or that may be commenced in relation to its liabilities arising from the past activities. The same also could be done in this case. Past actions certainly could not be allowed to come in the way of future steps when past actions can otherwise be adequately dealt with by taking appropriate action.

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14. A Division Bench of this Court in Zee Telefilms Limited (supa) held that certain proceedings filed under Sections 217(5), 212(9), 209(5), 307(7) and 211 (7) of the Act could not stall in any manner the merger of the Programe Asia Trading Company Limited into Zee Telefilms Limited and that was particularly because the transferor company was a fully owned company by the transferee company. In this case it was also held that those proceedings could continue in accordance with law and further noted that the Regional Director having filed in affidavit and not having objected to the merger of the transferor company into the transferee company the merger could be granted. The ratio of both the aforesaid decisions, namely, Reliance Petroleum Limited and Zee Telefilms (supa) is that inspection carried out under section 209A of the Act can only result in prosecutions of those responsible for the contravention of various sections of the Act and cannot come in the way of merger. In Core Health Care Ltd. V. Nirma Limited (2007) 79 CLA 318 the Gujrat High Court on facts which are similar to the facts of this case, has held that:-

“So far as other allegations of malfeasance and misfeasance mishandling of the property, siphoning away of the funds and purchase of the property at a higher price or advancement of the loans are concerned, the same cannot be considered in these proceedings For that, the objector - Mr. Modi, in his capacity as shareholder, would be free to take appropriate action in accordance with law. The objections of Mr. Modi deserve to and are hereby rejected.

From this judgement, it would be clear that in the scheme proceedings, the court does not sit in judgement over the commercial wisdom of the parties to the scheme, the court has supervisory role in the matter of sanction of the scheme, the court is not required to find out as to whether a better scheme could have been adopted by the parties and unless the court finds that the action of majority is manifestly unfair and fraud is involved in the scheme, the court cannot reject the same.”

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The Court further held that a scheme can always be sanctioned subject to, and, without prejudice to the liability, if any, in the civil and criminal proceedings in respect of the past transaction. It further held an objection like transfer fo funds to the subsidiaries by giving interest free loans could not be considered in proceedings under Section 391-394 of the Act and the acts of the Board of Directors or the management of the Core had nothing to do with the present scheme. The Court also noted that Core was not amalgamated with Nirma nor is with winding up and if ultimately it is found with the Board of Directors or the management of Core is guilty of an act of commission or omission mishappenings or malhappenings then it could certainly be brought before the Court and their liability under the law would continue. To repeat, from the time the said two inspection reports were prepared, almost three years have lapsed, and no action has been taken by the Central Government either to proceed with inspection or prevention of mismanagement or dissolution and the stand taken by the Registrar shows that no such action is contemplated and they would only take appropriate action in terms of the said inspection reports. One is certainly not expected to wait to see the end results of the proceedings which the Central Government has assured will be launched and if launched are bound to take are to rake considerable number of years before the scheme of amalgamation is sanctioned. A scheme of amalgamation cannot wait for its sanction, for criminal proceedings to be launched, or if launched to be terminated and that is bound to take its own course and its own time. An endless wail cannot be in the interest of the holding Company or the shareholders of both or the investing public and that would certainly not be in public interest in the light of the consent given by the majority of the shareholders. As far as non disclosure of the filing of the criminal complaints, firstly it may be stated that the objector could have raised, this plea prior to the Order dated 18th March, 2006 and if raised the Petitioners might have agreed that the same could also form part of explanatory statement sent with the notices to the shareholders. It is also not the case of the Objector that any charge has been framed into the said criminal complaints filed by her. Filing of criminal complaints also cannot be equated with material facts required to be disclosed in terms of the proviso. On that court also, the petitions cannot be rejected. Those involved in contraventions of the provisions of the Act are bound to be punished for acts committed by them and merger cannot come in their way. In other words, if the merger is sanctioned it will have no effect or impact on the said complaints. The submission that there is violation of the proviso to Section 391(2) or the Petitions have suppressed material facts needs to be rejected.

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15. That takes us to the proviso below sub section (1) or Section 394 which states that no compromise or arrangement proposed for the purpose of, or in connection with, a scheme for the amalgamation of a company, which is being wound up with any other company, or companies, shall be sanctioned by the Court unless the Court has received a report from the Registrar that the affairs the company have not been conducted in a manner prejudicial to the interest of its members or to public interest. It is contended on behalf of the objector that a persual of the report of the Registrar / Official Liquidator shows that he has handled the matter in a cavalier fashion without any concern to the interest of the shareholders and the vesting public. It is submitted that the Registrar after calling for a report from M/s. S. R. Kenkre and Associates, Chartered Accountants has arrived at a conclusion that the affairs of he SIL had not been conducted in a a manner prejudicial to the interest of its members or the public. It is submitted that the Registrar/Official Liquidator was aware about the inspection reports prepared by the Ministry of Company Affairs, New Delhi and was in possession of the same and thus was conscious of the fact that the Investigating Officer in the said reports had suggested the invocation of Sections 397, 398 r/w 388B, 401 402 and 406 of the Act including Section 542 of the Act against both the companies and he was also conscious of the fact that the report had unambiguously suggested that the affairs of SIL had been managed in a manner which was fraudulent or unlawful in nature and thus prejudicial to the interest of its shareholders or to the public interest at large and in a manner oppressive of the members of the company and the said Registrar despite being in possession of the said reports and despite being aware of the contents of the same has stated in para 3 of his affidavit dated 10-8-2006 that:-

“This report of the Official Liquidator is mainly based on the report of the said auditors and the Official Liquidator has no other material either to supplement or to comment on the same”

16. It is further submitted that M/s, S. R. Kenkre and Associaes in their report had opined that “the transferor company had generally complied with the provisions of the Companies Act, 1956” and the said observations was made entirely on the basis of the information furnished by the companies and had carried out no independent verification, and it further stated in para 18 that the “confirmation was not done” by them due to paucity of time. The objector has submitted that the Registrar of Companies was aware of the inspection reports of

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both the companies and despite the same they were not considered either by the said Chartered Accountant or by the Registrar of the said companies whilst arriving at their individual conclusions and forming an opinion that the affairs of SIL have not been conducted in a manner prejudicial to the interest of the members or its public and thus the report of the Registrar certifying that the affairs of SIL have not been conducted in a manner prejudicial to the members of the public or to the public interest and thus the SIL has committed breach of the aforesaid proviso appended below clause (b) of sub-section (1) of Section 394 of the Act and in view of that, the present scheme of amalgamation ought to the rejected.

17. On the other hand, it is submitted, on behalf of the Companies, that it is well settled practice that the Official Liquidator places reliance on Professional Chartered Accountant’s report in observing that the affairs of the company is not being conducted in a manner prejudicial to the members of the public and the Official Liquidator has arrived at a finding that the affairs of the company has not been conducted in a manner prejudicial to the interest of its members or to the public. It may be noted that it is the Registrar of Companies who with authority from the Regional Director who has filed an affidavit and it is not the case of the Registrar of Companies that he was not aware of the inspection reports prepared by the Inspection Officer of the Ministry of Company Affairs and inspite of that he has opined that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to the public In doing so, the Registrar has certainly failed in his duties by not placing the correct facts before the Court. However, only because the Registrar of Companies has not placed the correct position as regards the affairs of SIL with reference to the said two inspection reports, in my view, it would not be a fit case of reject the scheme which has otherwise been approved by the majority of shareholders of both the companies and regarding which the Regional Director on behalf of the Central Government, as repository of public interest, has given his consent at the same time stating that any violation which might have been noticed at the time of inspection, legal action would be initiated regarding the same and that will not affect the amalgamation. The Court is only required to consider the report from the Registrar. It does not mean that in case the report is incorrect, the scheme itself needs to be rejected. A scheme which is just and fair to all shareholders, cannot be rejected because the Registrar has failed in his duty in placing the correct position before the Court and that would be like punishing the majority of shareholders for no faults of theirs. The stand taken by the Regional Director is more

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than clear that they would take action in terms of the inspection reports and the reports ought not to come in the way of merger or amalgamation. The contention that the Regional Director has not discharged his duties as required by law cannot be accepted. What is said of the Registrar cannot be said of the Regional Director. The Central Government has made its stand clear. It is not the stand of Central Government that the scheme is contrary to law or sanctioning the same would adversely affect the interest of investing public. It was noted in the Order dated 9-2-2007 that the Assistant Solicitor General had made a statement that the said two inspection reports would be placed in scaled cover before the Court, if required, and it was further noted that there was nothing unusual by the stand taken by the Regional Director on behalf of the Central Government. It may be stated that in Mihir H. Mafatlal V. Mafatlal Industries Ltd. (supa) also notice was issued to the Central Government and the learned Additional Central Government Standing Counsel had appeared before the High Court and had submitted to the order of the Court making it clear that the Central Government was not to make any representation in favour or against the proposed scheme. The same position was in the case of Larsen and Turbo Limited (2004 Company Cases 523, Vo. 521)

18. There cannot be any dispute with the proposition of law as stated in T. Mathew v. Smt. Saroj G. Poddari (1996 22 CLA (Bom)) that public interest demands that irrespective of whether such a charge is levelled (i.e of evasion of tax) in any of the affidavits filed, it is the duty of the Court to be satisfied with all the aspects of the scheme. The burden is entirely on the propounder to remove all daubts and satisfy the Court’s conscience that the scheme is not only fair and reasonable but also not contrary to public interest, though on facts it stood on its own. Likewise, in Wood Polymer Ltd V. Bengal Hotels (1977 Company Cases 597) the purpose of the scheme was found to be to escape capital gains Tax and hence sanction was declined. Here, it may he noted that the Regional Director not having taken any objection to the scheme that it was not in the interest of the public or the companies shareholders it is to be presumed that it is in public interest. In fact nothing has been bought forward on behalf of the objector to show that the scheme is not in public interest when the business of the subsidiary is being taken over by the holding company and the shareholders of the subsidiary are being adequately compensated by issuing shares of the holding company.

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19. The third objection taken, on behalf of the objector, is that the proposed schemes is a ruse to stiffle further inquiry into the affairs of the transferor and transferee companies and their diligent management which has been initiated by the Ministry of Affairs, New Delhi, and, which inquiry could lead to the winding up of both the companies or the Government Directors being appointed on the Board of either of the said two companies and is also a ruse to camouflage the past conduct of the Directors of the transferor or transferee companies. This appears to be a perception of the objector alone since the majority of the shareholders perceived the scheme otherwise. Even if it was so, this submission needs to be rejected in the light of the stand taken by the Central Government through the Regional Director that the acceptance of the scheme would not come in the way of action to be taken persuant to the said two inspection reports. A scheme can also be sanctioned without prejudice to the civil or criminal liabilities which might have been incurred in the light of the said inspection reports and therefore, the scheme can never be ruse even if intended, to cover the past liabilities. In case there is any breach of Section 73 of the Act the same could also be taken care of by prosecuting those who are responsible for the said breach. Even if the objectors allegation is accepted that in the past SIL was used as a vehicle company for enrichment of the SGL and ultimately Mitsui and Company the same cannot come in the way of the amalgamation since necessary action both under civil as well as criminal law can be taken against those responsible in the light of the stand taken by the Regional Director. The scheme can never be used as a device to protect the delinquent Directors against the liabilities and consequences which might have incurred in the past and as reflected to the said inspection reports and the same cannot come in the way of approval of the scheme in the light of the limited jurisdiction which the Court exercises in the matter of amalgamation. As already stated, on behalf of the Central Government the Regional Director has given a solemn assurance that the approval of the schemes will not come in the way of action which will taken against those found responsible for various violations as reflected in the said two reports and in the light of that the observations in the case of J. S. Davar and another V. Dr. Shankar Vishnu Marathe and others (AIR 1967 Bombay 456) and in the case of T. Mathew v. Smt. Saroj G. Poddar (supra) are irrelevant in the facts and circumstances of this case. In the last mentioned case what the Court found was that the scheme was not genuine nor propounded in good faith and was put forward only as cloak to cover the misdeeds of the Directors. Likewise the observations in the case of Calcutta Industrial bank Limited ((1948) Company Cases 144) are also irrelevant. There can be not quarrel with the observation made in

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the case of Travancore National & Quilon Bank Ltd. (AIR 1939 Madras 318) that even if the scheme is approved by majority of creditors the Court can decline the sanction it if is made out that the object of the scheme is to veil the wrongs of the Directors and burke investigation in the matter.

20. The next objection of the objector is that the proposed scheme is based on unfair valuation of SIL there by affecting the swap ration of one share of SGL for five shares of SIL since there was systematic devaluation of the assets of SIL owning to the supply of materials of highly exaggerated prices; the valuation report prepared by the Chartered Accountants could not go behind the balance sheets, no explanation was given by both the companies with regard to procurement of coke which has caused a loss of 152 crores that the swap ratio ought to have been 1:2; that the valuation report of N. M. Raiji & Co. and M/s. Haribhakti & Co. determining the swap ration of 1:5 is not acceptable. In fact the learned Senior Counsel, on behalf of Objector has severely criticized the valuation reports, as if this court was sitting in appeal against the said reports.

21. On the other hand, it is submitted that the swap ratio has been correctly arrived at based on a joint verification carried out by reputed valuers who have submitted their report to that effect and the same have been accepted by majority of the shareholders. It is also submitted that the objector has failed to produce her own independent valuation report which would state other wise. It is also submitted that the procurement costs of a company situated at West Bengal could never be compared with consumption costs of another company situated in Goa as the business economy of that location is totally different from the economics of the location of SIL and compansion between the average procurement cost of company situated in Goa is totally misplaced, irrelevant and extraneous.

22. In Miheer H. Mafatlal v. Mafatlal Industries Ltd. ((1996) 87 Company Cases 792) the Apex Court has stated that unless material is shown and produced on record to show that the valuation, as done, was unfair, or contrary to the record or material, the Court has no reason to interfere with such expert opinion in proceedings like this. It is to be noted that the Court does not sit in appellate Jurisdiction over the valuation done by the experts in the field and which has now been approved by a vast majority of the shareholders who in their financial

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wisdom have found that it is just and it is only the objector who is going about saying it is unjust even without producing another expert report to prove to the contrary. Valuation is nothing but an estimate which is generally based to some extent on guess work and generally it varies from individual to individual. As stated by the Gujrat High Court in Reliance Petroleum Limited ((2003) 46 SCL 38) value is a word of many meanings and the basic meaning is how much something is worth. The concept of value predominantly is used for the purpose of ascertainment of “price” or “value” A fair value assumes that some values could be unfair. In this case reference was made to a Book “Study on share valuation” published by Institute of Chartered Accountants wherein it was stated that “The subject of valuation of shares has always been controversial in the accounting profession. No two accountants have ever agreed in the past or will ever agree in future on the valuation of the shares of a company, as inevitably they involve the use of personal judgement on which professional men will necessarily differ….” and the Court noted that even an expert body of accountants had emphatically expressed an opinion that no two valuers would ever agree to a method of valuating the share. In this case, joint valuation has be done by two renowned experts in the field and this has been accepted by the overwhelming majority of shareholders and being so there is no reason to hold that the valuation is unfair, only because the objector says so. In Larsen and Toubro Limited ((2004) Company Cases 523, Vol. 121) this Court referred to various decisions including the case of Miheer H. Mafatlal Industries Ltd. ((1996) 87 Company cases 792) and stated that unless material is shown and produced on record to show that the valuation, as done, was unfair or contrary to the record or material, the Court has no reason to interfere with experts opinion. The Court also noted that the valuation of the shares which is mandatory in a scheme of amalgamation may not be necessary in cases of demerger since the shareholders continued to hold shares in the transferor company & are also issued shares in the transferor company and are also issued shares in the transferee company. The Court also referred to Piramal Spinning and Weaving Mills Ltd. ((1980) 50 Company Case 514) and reiterated that is possible for the Court to examine the various methods of valuation which are available for valuing the shares of the company. The valuation of shares is a technical matter which requires skills and expertise. There to bound to be differences of opinion as to what the correct value of shares of any given company is Simply because it is possible to value the shares in a manner different from the one which has been adopted in a given case, it cannot be said that the valuation which has been agreed upon, is unfair. The Court also noted that in case all the shareholders of both the companies have unanimously

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accepted the valuation which was arrived at by the auditors of the transferor and transferee companies and none of the shareholders had complained of any unfairness. In Miheer H. Mafatlal v. Mafatlal Industries Ltd. (supra) the Apex Court has also reitrated that the valuation of shares is a technical and complex problem which can be left best to the consideration of the experts in the field of accountancy: Many imponderables enter the exercise of valuation of shares and which exchange ratio is better is in the realm of commercial decision of well informed equity shareholders. It is not to for Court to sit in appeal over this valuation judgement over equity shareholders valuation judgement over equity shareholders who are supposed to be men of the world and reasonable persons who know their own benefit and interest underlying any proposal scheme and who with open eyes have okayed the ratio and the entire scheme. The Apex court also noted that the objector had not produced any contrary expert opinion for supporting his ipse dixit. The same is the position in the case at hand. The Apex Court stated the correct legal position in the following words:

“Once the exchange ratio of the shares of the transferee company to be allotted to the shareholders of the transferor company has been worked out by a recognised firm of chartered accountants who are experts in the field of valuation and if no mistake can be pointed out in the said valuation, it is not for the Court to substitute its exchange ratio, especially when the same has been accepted without demur by the overwhelming majority of the shareholders of the two companies or to say that the shareholders in their collective wisdom should not have accepted the said exchange ratio on the ground that it will he detrimental to their interest”

Reverting to the facts of the case the proposed share ratio has been arrived at by two experts in the field and has been approved by the vast majority of the shareholders who in their wisdom know what is best for them, particularly, considering the fact that the shares of the SIL were otherwise not listed In Core Health Care Ltd. v. Nirma Limited (supra) the Court stated that:

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“It is also to be seen that thumping majority had found that the scheme is fair and reasonable, then it would not be possible to hold that any further valuation report would have changed the excercise of discretion. I must agree with the petitioner that it is in the realm of commercial wisdom of the creditors as to what should be the amount payable to them under the scheme of compromise. Furthermore, statutory majority of the lenders believe that instead of waiting for years together and getting uncertain amount of money, it would be advisable to take what is offered to them under the scheme immediately, then majority decision cannot be bypassed or thrown away because some are raising some technical objections. AH this stage, the court would also be required to see that what are the stakes”, “If majority shareholders and the majority of the leaders are of the opinion that particular decision should be taken to receive best of the benefits and avoid delay, then further valuation report is not necessary”

That being the position the objections as regards share valuation need to be rejected.

23. The fifth objection taken is that the proposed scheme is invalid in view of the fact that it is violation of the provision of section 73 of the Act. This objection again needs to be rejected. Past events can’t be a disqualification. Those responsible for violation can be prosecuted and punished. The scheme cannot be said to be in violation of Section 73 of the Act. Admittedly, the shares of SIL were not listed, and at one time an exit opinion given was availed by the objector except for certain amount of shares. In case the SIL has violated Section 73 of the Act by not listing its shares, the same can be dealt with by the authorities under the Act, particularly the Central Government who has assured that necessary, action in terms of the inspection reports will be taken and therefore on those court approval to the scheme cannot be declined Sanctioning of the scheme certainly will not come in the way of the Directors of SIL or other Officers responsible for acts of commision or ommission, misfeasance or malfeasances

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being dealt within accordance with law. The observations of the Apex Court in Hindustan Lever Employees’ Union v. Hindustan Lever Ltd. and others ((1995) Company Cases 30, Vol. 83) that the Court will decline to sanction a scheme of merger, if any tax fraud or any other illegality is involved, are irrelevant for our purpose. The scheme itself is not contrary to any provision of law nor such any provision has been pointed out on behalf of the objector. I have already stated that taking over the business of a subsidiary and compensating the shareholders of the same adequately with shares of SGL cannot be said to be violative of any public policy. If the Director of SIL are guilty of Section 73 for sins of omissions and commissions in that regard they can certainly be dealt with under the law, as stated on behalf of the Central Government pursuant to the said two inspection reports and it cannot be said that the scheme would enable the said Directors or other Officers o wriggle out of the breach of the provisions of Section 73 of the Act.

24. The objection that the proposed scheme is unconscionable also needs to be rejected. It is true that in the past there was no exit route to the shareholders of SIL but one stage an exist route was provided and was availed of by the objector and now yet another exist route has been provided for by alloting the shares in the SGL and because of that the scheme cannot be branded as unconscionable. An overwhelming majority of shareholders have not found it to be so nor the Central Government. The objection that the scheme ought not to be approved because the scheme involves the amalgamation of an Indian Company with a subsidiary of a foreign company also needs to be rejected since it has been stated on behalf of both the companies that both companies are Indian Companies and SIL was 88.85% subsidiary of SGL. The fact that the Central Governments through its Regional Director has not opposed the scheme is indicative of the fact that it is in public interest or at any any rate not opposed to public interest or public policy. As already stated the repository of public interest is the Central Government who has made it clear that in case there are any violations as pointed out in the inspection reports would be taken care of and there would be dilution of action against the management which will not conic in the way of the sanctioning of the scheme. A scheme which is beneficial to the shareholders and which is not opposed to public policy cannot be rejected only because in the past certain contraventions of the provisions of the Act were made by those in charge of the management of the company and for that reason a scheme cannot be rejected as being not bonafide. True, the objector will become the shareholder of SGL after the scheme is approved but she is always at liberty to exit from it in case she feels that she should not be member of

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company which has committed violation of the provisions of the Act in the past.

25. The submission that the proposed scheme of amalgamation is devoid of any merit needs again to be rejected. The benefits arising from amalgamation have been stated in clause 15(i) to (vii) which, inter alia, show that the amalgamation will enable the establishment of optimum size of business which would be essential for better utilization of the available resources thereby ensuring long term economic and financial benefits to the transferee company and its employees and the transferee company with increase turnover and assets will be in stronger position to raise funds for modernization, expansion and working capital requirements and this has been accepted by the vast majority of the shareholders of the companies and is not being opposed by any of the authorities under the Act and therefore there is no reason why the proposed scheme ought not to be accepted.

26. The objection as regards violation of section 176 (4) of the Act that proxies were solicited by the Directors in favour of the proposed scheme of amalgamation was given up on behalf of the objector.

27. On behalf of the objector, if is also submitted that several material facts have been suppressed from this Court which have been set out in paragraphs 5(iv), 5(viii), 5 (ix) and 5 (xv) of the affidavit of the objector dated 10-8-2006 including the correspondence between SGL, BSE and the NSE with regard to SGL’s application on the said exchanges. However, in my opinion, these objections are flimsy and need to be rejected. The explanatory statement gave a fair idea to the shareholders about the functioning of the companies. In any event, the same are unmaterial for the purpose of the petitions. Otherwise, there can be no dispute with the proposition that all material facts are required to be placed before the Court whilst considering sanction of a proposed scheme and suppression of material facts would entitle the Court to reject the scheme.

28. Likewise, the objection that the scheme has been formulated to wriggle out from the criminal complaints filed by the objector cannot be accepted. The said criminal complaints are bound to take its own time and in case the objector succeeds those responsible for the violations or commission of offences would be adequately punished.

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29. In conclusion, it may be stated that the objections raised have no substance at all and it appears that the objector has a grudge against the companies particularly SIL for not listing the shares of SIL as initially promised. The share valuation has been done by experts in the field and has been approved by the vast majority of the shareholders of both the companies and there is no reason why the same should not be accepted by this Court. There is nothing unfair in the scheme and in a way it also gives an exit route to the minority shareholders of SIL to obtain the shares of the SGL. In case the objector is unwilling to continue to be a member of SGL she is always free to sell the shares and cease to be a member. There is nothing unfair in the said scheme and as stated on behalf of both the companies and otherwise accepted by the overwhelming majority of the shareholders, to whom no oblique motive is attributed. The merger of the subsidiary with the holding company will benefit the holding company The scheme is fair, just and reasonable and is not volatile of any law or contrary to public interest.

30. In the light of the above, the objections are rejected with costs of Rs. 25,000/-to be paid by the objector to SGL. The petitions succeed. However, it is made clear that the sanction to the scheme will not come in the way of either civil or criminal proceedings which may be initiated pursuant to the inspection reports as well as further progress of criminal complaints filed by the objector.

N. A. BRITTO, J.

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Section Officer

High Court of Bombay at Goa

Panaji-Goa

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IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY PETITION NO. 9 & 10 OF 2006

COMPANY PETITIONS NO. 9 OF 2006

Sesa Industries, Panaji, Goa.	…. Petitioner
V/s
COMPANY PETITION NO. 10 OF 2006
Sesa Goa. Industries Ltd. Panaji, Goa.	…. Petitioner
V/s
Mr. R.G. Ramani, Advocate for the Petitioners.
Mr. C.A. Ferreira, Asst. Solicitor General for Central Government.
Mr. V.A. Lawande, Advocate for the Objector.

CORAM: N. A. BRITTO. J.

DATE: 18/12/2008

P.C.:

Shri. Ramani is present on behalf of the petitioners. Shri. C.A. Ferreira, learned Assistant Solicitor General is present on behalf of the for Central Government and Shri. V.A. Lawande is present on behalf of the Objector.

2. Shri. Ferreira, upon instructions, states that page 9 of Sesa Goa’s report is not available with the Regional Director, in the original report, and inquiry is being made with the Inspector who had prepared the said report and who is presently posted in Calcutta. It is but obvious that production of page 9 will take some time, but this Court need not wait for the same. Page 15 submitted on 18/11/2008 be placed at the appropriate page of the paper book. The Regional Director is at liberty to produce page 9 of Sesa Goa’s report as soon as it is available.

3. Judgment pronounced, dismissing the objections and allowing the petitions. Shri. Ramani on behalf of the petitioners, submits that the petitioners be dispensed with from filing of

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drawn up order and instead be allowed to file with the Registrar of Company a certified copy of the order of this court passed today along with authenticated copy of the Scheme for Amalgamation. Request granted.

4. Costs of each petition of Rs. 10,000/- to be paid by the petitioners to the Central Government and to the Registrar of Companies, each.

5. Shri Lawande, the learned Counsel on behalf of the Objector prays for stay of operation of the judgment/order passed today dismissing the objections and granting the petitions. Shri Ramani on behalf of the petitioners objects. Considering the facts and circumstances of the case and including the time taken for disposal of the petitions, in my view, this is not a fit case to stay the operation of the judgment/order. Request rejected.

6. Authenticated copy be issued to the Objector on payment of necessary charges.

N. A. BRITTO, J.

NH/-

63

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Date on which copy was applied for	04-03-2011
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Panaji – Goa.

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Annexure -C

SCHEME OF AMALGAMATION

(Under Sections 391 and 394 of the Companies Act, 1956)

OF

SESA INDUSTRIES LIMITED

WITH

SESA GOA LIMITED

THE SCHEME

PRELIMINARY

I. In this Scheme, unless inconsistent with the subject or context, the following expressions shall be deemed to mean:

(a) “Transferor Company” or “Amalgamating Company” means SESA INDUSTRIES LIMITED a Company within the meaning of the Companies Act, 1956 and having its Registered Office at “Sesa Ghor”, 20 EDC Complex, Patto, Panaji, Goa. 403 001.

(b) “Transferee Company” or “Amalgamated Company” means SESA GOA LIMITED a Company within the meaning of the Companies Act, 1956 and having its Registered Office at “Sesa Ghor”, 20 EDC Complex, Patto, Panaji, Goa. 403 001.

(c) “The Act” means the Companies Act, I of 1956.

(d) “Appointed Date” means the commencement of the business on the first day of April, 2005 or such other date as the High Court of Bombay at Goa may direct.

(e) “Effective Date” means the date on which certified copies of the High Court orders sanctioning the Scheme of Amalgamation and vesting the undertaking including the assets, liabilities, rights, duties, obligations and the like of the Transferor Company in the Transferee Company are filed

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with the Registrar of Companies, Goa, after obtaining all the consents, approvals, permissions, resolutions, agreements, sanctions and orders necessary thereto.

(f) “the Board” means the Board of Directors of Transferor Company or Transferee Company, as the case may be.

(g) “the High Court” means the High Court of Bombay at Goa.

(h) “the Scheme” means the scheme of Amalgamation for the amalgamation of the Transferor Company with the Transferee Company in its present form submitted to the High Court for sanction or with any modification approved by the shareholders or imposed or directed by the High Court.

II. The Authorised Issued, Subscribed and Paid-up Share Capital of Transferor Company is Rs. 20,00,00,000/- (Rupees Two Hundred Million Only) divided into 2,00,00,000/- Equity Shares of Rs. 10/- (Rs. Ten Only) each.

III. The Authorized, Share Capital of Transferee Company is Rs. 50,00,00,000/- (Rupees Five Hundred Million Only) divided into 5,00,00,000/- Equity Shares of Rs. 10/- (Rs. Ten Only) cach, of which issued, subscribed and Paid-up capital is Rs. 39,36,20,200/- (Rupees Three Hundred Ninety Three Million Six Hundred Twenty Thousand Two Hundred Only) divided into 3,93,62,020 Equity Shares of Rs. 10/- (Rs. Ten Only) each.

IV. The Transferor Company is a subsidiary of the Transferee Company.

V. AMENDMENT OF CLAUSE III OF THE MEMORANDUM OF ASSOCIATION OF THE TRANSFEREE COMPANY

From the effective date, the objects clause of the Memorandum of Association of the Transferee Company would stand amended with addition of the clauses detailed hereunder as clauses 33 to 36 to enable the Transferee Company to carry on the business of the Transferor Company.

(1) To carry on business of manufacturing Sinter, Sponge Iron, Cast Iron including derivatives thereof and all types of Steel including structural steel, in the form of cast, rolled or forged or in any other form; machine tools, precision instruments, pneumatic tools, material handling equipment and other engineering goods, and marketing the same, both in wholesale and retail in local and international markets.

(2) To carry on the business of sale of waste gases emanating from the Pig Iron blast furnace or any other process for the purpose of utilization of its energy content, calorific value or sensible heat.

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(3) To purchase waste heat with the purpose of utilizing its energy content calorific value or sensible heat.

(4) To carry on the business of generation of power from the waste gases emanating from the Pig Iron blast furnace, cock oven and to supply/market the same to local parties and Government/Electricity Board.

VI. TRANSFER OF UNDERTAKING UNDER THE SCHEME

(1) The whole undertaking and business of the Transferor Company shall with effect from the Appointed Date and without any further act, deed, matter or thing, stand transferred to and vested in or deemed to be vested in the Transferee Company pursuant to Sections 391(2) and 394(2) of the Act so as to become the property of the Transferee Company for all the estate and interest of the Transferor Company as a going concern but subject nevertheless, to all charges, if any, then affecting the same or any part thereof and with effect from the Appointed Date, the Transferor Company, shall be amalgamated with the Transferee Company. The same shall be transferred and vested in the Transferee Company in the following manner

(a) With effect from the Appointed Date the whole of the undertaking and properties, as aforesaid, of the Transferor Company, except for the portions specified in sub-clauses (b) and (c) below, of whatsoever nature and wheresoever situated and incapable of passing by manual delivery, shall, under the provisions of Sections 391 and 394 and all other applicable provisions, if any, of the Act, without any further act or deed, be transferred to and vested in the Transferee Company so as to vest in the Transferee Company all the right, title and interest of the Transferor Company therein;

(b) All the moveables assets including cash in hand, if any, of the Transferor Company, capable of passing by manual delivery or by endorsement and delivery shall be so delivered or endorsed and delivered, as the case may be, to the Transferee Company to the end and intent that the property therein passes to the Transferee Company, on such delivery or endorsement and delivery. Such delivery and transfer shall be made on a date mutually agreed upon between the Board of Directors of the Transferor Company and the Board of Directors of the Transferee Company within thirty days from the date of last of the Orders of the High Court of Bombay at Goa sanctioning the Scheme of Amalgamation specified herein under Sections 391 and 394 of the Act.

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(c) In respect of moveable other than those specified in sub-clause (b) above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi Government, Local and other authorities and bodies, the following modus operandi shall to the extent possible be followed:

(i) The Transferee Company shall give notice in such form as it may deem fit and proper, to each person. Debtor or depositee as the case may be, that pursuant to the High Court of Bombay at Goa having sanction the Scheme of Amalgamation between the Transferor Company, the Transferee Company and their respective members under Sections 391 and 394 of the Act, the said debit, loan, advance or deposit be paid or made good or held on account of the Transferee Company as the person entitled thereto to the end and intent that the right of the Transferor Company to recover or realize the same stands extinguished and that appropriate entry should be passed in its books to record the aforesaid change;

(ii) The Transferor Company shall also give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the High Court of Bombay at Goa having sanction the Scheme of Amalgamation between the Transferor Company, the Transferee Company, and their respective members under Sections 391 and 394 of the Act, the said debit, loan, advance or deposit be paid or made good or held on account of the Transferee Company and that the right of the Transferor Company to recover or realize the same stands extinguished;

2.     (a) For the purposes of the Scheme, the undertaking and business of the Transferor Company shall include:

(i) All the assets, moveable and immoveable properties, of the Transferor Company immediately before the amalgamation; and

(ii) All the liabilities of the Transferor Company immediately before the amalgamation

(b) Without prejudice to the generality of the foregoing sub-clause (a), the said undertaking and the business of the Transferor Company shall

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include:

(i) All the properties, rights, claims, estates, interests and titles of every description of or relating to the Transferor Company and its entire undertaking, authorities, privileges, industrial and other licenses, and the rights in respect of property, moveable and immoveable, leases, tenancy rights, sanctions, Government approvals and other assets of whatsoever nature including patents, patent rights, trade marks and other industrial property rights, registrations, approvals, clearances, fittings and fixtures, telephones, telex and fax connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks, investments, licences, contracts, agreements and other rights and interests of all description in and arising out of such properties as may belong to or be in possession of the Transferor Company and all books of accounts and documents and records relating thereto, but subject to all charges affecting the same.

(ii) All the liabilities, debts, obligations and duties of the Transferor Company shall also stand transferred to the Transferee Company with effect from the Appointed Date without any further act, deed, matter or thing pursuant to Section 394(2) of the Act so as to become the liabilities, debts, obligations and duties of the Transferee Company. To the extent that there are inter corporate loans or balances between the Transferor Company and the Transferee Company the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of account and records of the Transferee Company for the reduction of any assets or liabilities, as the case may be. For the removal of doubts it is hereby clarified that there would be no accrual of interest or other charges in respect of any such inter-company loans or balances.

3. In no case shall the Scheme operate to enlarge the security for any loan, deposit, or facility created by or available to Transferor Company, which shall vest in the Transferee Company by virtue of the amalgamation and in no case shall the Transferee Company be obliged to create any further or additional security therefore after the amalgamation has been effective or otherwise.

4. The balance in the Profit and Loss Account in the Balance Sheet of the Transferor Company as on the Appointed Date be included in the balance

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in the Profit and Loss Account in the Balance Sheet of the Transferee Company as on the Appointed Date.

5. Upon this Scheme being effective, if any suit, appeal or any other proceedings of whatsoever nature by or against the Transferor Company be pending, the same shall be continued, prosecuted and enforced by or against the Transferee Company, as the case may be.

6. The Transferee Company undertake, on the Scheme of the amalgamation becoming fully effective in accordance with the provisions of Section 391 and 394 of the Act, to engage from the Effective Date all employees who may be in service with the Transferor Company on the Effective Date on the terms and conditions not less favorable than the terms of employment which the said employees enjoyed as on said date. The services of the said employees shall for all purposes, including accrued leave benefits, gratuity, provident fund, retirement benefits, retrenchment compensation and other similar benefits shall be regarded as continuous and without any break or interruption of service by reason of the transfer of the undertaking to the Transferee Company.

7. It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund or any other Special Fund created or existing for the benefit of the employees of the Transferor Company shall be transferred to and form part of the corresponding funds of the Transferee Company and the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever in relation to the administration or operation to make contribution to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deed, if any, to the end and intent that all rights, duties, powers and obligations of the Transferor Company in relation to such Fund or Funds shall become those of the Transferee Company. It is clarified that the services of the employees of the Transferor Company will be treated as having been continuous for the purpose of the said Fund or Funds.

8. With effect from the Appointed Date and up to the Effective Date, the Transferor Company shall carry on and be deemed to carry on all its business and activities and stand possessed of its properties and assets for and on account of and in trust for the Transferee Company. From the Appointed Date and up to the Effective Date, the Transferor Company shall carry on its business with proper prudence and shall not without the concurrence of the Transferee Company, alienate, charge or otherwise deal with the said undertaking or any part thereof except in the ordinary

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course of business or vary the terms and conditions of employment of any of its employee. From the Appointed Date and up to the Effective Date, all the profits accruing to the Transferor Company or losses arising or incurred by it shall for all purposes be treated as the profits or losses of the Transferee Company, as the case may be.

9. Neither the Transferor Company nor the Transferee Company shall alter its capital structure other than alterations pursuant to commitments, obligations or arrangements subsisting prior to the Appointed Date, either by fresh issue of shares or convertible securities (on a right basis or by way of bonus shares or otherwise) or by any decrease, reduction, reclassification, sub-division, consolidation, re-organisation or in any other manner which may in any way affect the share exchange ratio prescribed hereunder, except by the consent of the Board of Directors of both the Companies. The Transferee Company is hereby permitted to increase its Authorized Capital if so required to give effect to the provisions of this Scheme or pursuant to any existing obligation of the Transferee Company without the consent of the Board of Directors of the Transferor Company.

10. The Transferor Company shall not, without the consent of the Transferee Company, declare any dividend for the financial year commencing from 1^st April, 2005 and subsequent financial years during which the Scheme has not become effective. Subject to this Scheme becoming effective, the profits of the Transferor Company for the period beginning from 1^st April, 2005 shall belong to and be profits of the Transferee Company and will be available to the Transferee Company for being disposed of in any manner as it thinks fit including declaration of dividend by the Transferee Company in respect of its year ending 31^st March, 2006 or any year thereafter.

11. The transfer and vesting of the properties and liabilities and the continuance of the proceedings mentioned hereinabove shall not affect transactions or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts on behalf of itself all acts, deeds, bonds, arrangements and other instruments of whatsoever nature done and executed by the Transferor Company.

12. Subject to the other provisions herein contained, all contracts, deeds, agreements, lease rights and other instruments of whatsoever nature substituting or having effect immediately before the Effective date to which the Transferor Company is a party, shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the

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Transferee Company had been a party thereto.

13. Upon the Scheme becoming effective, the shares held by the Transferee Company in the Transferor Company i.e. 1,76,50,284 Equity Shares of Rs. 10/- each shall stand cancelled.

14. Upon the Scheme becoming effective and in consideration thereof, the Transferee Company shall, without any application, act or deed, issue and allot to every member of Transferor Company (save and except the Transferee Company) holding fully paid-up equity shares in the Transferor Company and whose names appear in the Register of Members of the Transferor Company on such date (hereinafter called “the Record Date”) as the Board of Directors of the Transferee Company will determine 1(one) fully paid-up Ordinary (Equity) shares of Rs. 10/- each of Transferee Company with rights attached thereto as hereinafter mentioned (hereinafter referred to as “the new Equity Shares”) in respect of every 5 (Five) fully paid-up Equity Shares of the face value of Rs. 10/- each held by such member in the Capital of the Transferor Company as on the Record Date. It is clarified that the Transferee Company, for the purpose of issuing the aforesaid shares to the shareholders of the Transferor Company, shall not be required to pass a separate Special Resolution under Section 81 (1A) of the Act, and on the members of the TRANSFEREE COMPANY giving their consent to the scheme, it shall be deemed that the shareholders of the Transferee Company have given their consent to issue aforesaid shares to the shareholders of the Transferor Company as required under Section 81(1A) of the Act.

15. No fractional certificates shall be issued by the Transferee Company in respect of the fractional entitlements, if any, to which the shareholders of the Transferor Company may be entitled on issue and allotment of the Equity shares of the Transferee Company. The Board of Directors of the Transferee Company shall instead consolidate all such fractional entitlements to which the shareholders of the Transferor Company may be entitled on issue and allotment of the Equity Shares of the Transferee Company as aforesaid and thereupon issue and allot Equity Shares in lieu thereof to a Director or an Officer of the Transferee Company with the express understanding that such Director or Officer to whom such equity shares are issued and allotted shall hold the same in trust for those entitled to the fractions and sell the same in the market at the best available price and pay to the Transferee Company, the net sale proceeds thereof whereupon the Transferee Company will distribute such net sale proceeds to shareholders of the Transferor Company in the proportion to their fractional entitlements.

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16. Upon the Scheme becoming operative, all the shareholders of the Transferor Company, if so required by the Transferee Company by notice in this behalf shall surrender their Certificates representing equity shares of the Transferor Company, according to their respective entitlements to the Transferee Company for cancellation thereof. Notwithstanding the foregoing, upon the new Equity Shares being issued and allotted, as aforesaid, the Share Certificates in respect of the equity shares held in the Transferor Company shall be deemed to have been automatically cancelled and of no effect and the Transferee Company instead of requiring surrender of such Certificates may directly issue and dispatch new Certificates in respect of the New Equity Shares issued and allotted by the Transferee Company.

17. The New Equity Shares of the Transferee Company to be issued and allotted to the Equity Shareholder of the Transferor Company shall rank paripassu in all respect with the Equity Shares of the Transferee Company, save and except that such shares shall be entitled to proportionate dividend in relation to any financial year ending, on any date after the Appointed Date. The holders of the shares of the Transferor Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective Articles of Association including the right to reserve dividend from the Transferor Company till the Effective Date.

18. It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company to demand or claim any dividend which, subject to the provisions of the said Act, shall be entirely at the discretion of the Boards of Directors of the Transferor Company and the Transferee Company and subject to the approval of the shareholders of the Transferor Company and the Transferee Company respectively.

19. The Transferor Company and the Transferee Company through their respective Boards may consent on behalf of all persons concerned to any modifications or amendments of this Scheme or in any conditions which the High Court and/or any other authority under the law they deem fit to approve of or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting the Scheme into effect. The aforesaid powers of the Transferor Company and the Transferee Company may be exercised by the respective Boards or a committee or

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committees of the boards or by any Director authorized by the respective Boards. In the event that any condition or conditions are imposed by any authority which the Transferor Company and/or the Transferee Company find unacceptable for any reason whatsoever then the Transferor Company and/or the Transferee Company shall be entitled to withdraw from the Scheme.

20. This Scheme shall not in any manner affect the rights of any of the Creditors of the Transferor Company, in particular the secured Creditors shall continue to enjoy and hold charge upon their respective securities.

21.    (i) The Transferor Company and the Transferee Company shall, with all reasonable dispatch, make application to the High Court of Bombay at Goa under Section 391 of the Act, seeking orders for dispensing with or convening, holding and conducting of the meetings of the respective classes of the members and/or creditors of each of the Transferor Company and the Transferee Company as may be directed by the Hon’ble High Court.

(ii) On the Scheme being agreed to by the requisite majorities of the classes of the members and/or creditors of the Transferor Company and the Transferee Company as directed by the Hon’ble High Court of Bombay at Goa, the Transferor Company and the Transferee Company shall, with all reasonable dispatch apply to the High Court of Bombay at Goa for sanctioning the Scheme of Amalgamation under Section 391 and 394 of the Act, and for such other order or orders, as the Hon’ble Court may deem fit for carrying, this Scheme into effect and for dissolution of the Transferor Company without winding-up.

22. The implementation of this Scheme is conditional upon and subject to:

(a) The sanction of the Scheme (with or without modifications) by the High Court of Bombay at Goa, under Section 391 of the Act and the appropriate orders being made by the said High Court pursuant to the Section 394 of the Act for effecting the Amalgamation under this Scheme.

(b) The approval and consent of any authorities concerned as may be required under the statute being obtained and granted in respect of any of the matters in respect of which such approval and consent be required.

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16. Upon the Scheme becoming operative, all the shareholders of the Transferor Company, if so required by the Transferee Company by notice in this behalf, under Section 391 and 394 of the Act.

23. Scheme although operative from the Appointed Date shall take effect finally and from the date on which any of the aforesaid sanctions or approval or order shall be last obtained, which shall be Effective Date for the purpose of this Scheme.

24. All costs, charges and expenses of the Transferor Company and the Transferee Company respectively in relation to or in connection with negotiations leading upto the Scheme and/or carrying out and completing the terms and provisions of this Scheme and of and incidental to the completion of this scheme including the stamp duty payable on order of the High Court shall be borne and paid by the Transferee Company.

25. Any person interested in the Scheme shall be at liberty to apply to the Court from time to time for necessary directions in matters relating to the scheme or any terms thereof.

26. Upon this Scheme becoming effective the Transferor Company shall stand dissolved without winding up as and from the Effective Date or such date as the High Court may direct.

27. In the event of this Scheme failing to take effect finally before the 31^st day of December, 2006 or within such further period or periods as may be agreed upon between the Transferor Company (by the Directors) and the Transferee Company (by the Directors) this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter se to or by the parties or any of them.

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IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY APPEAL NO.4 OF 2008

WITH

COMPANY APPLICATION NO. 48/2008

Krishna H. Bajaj,
24/25, Bhartiya Bhavan,
7th Floor, 72, Marine Drive,
Mumbai - 400 020 through her
Constituted Attorney
Mr. Shailesh Bajaj	……….. Appellant
Versus
1. Sesa Industries Ltd.,
Sesa Ghor, 20 EDC Complex,
Patto, Panjim, Goa 403 00L.
2. The Regional Directorate
(Western Region), Everest
5th Floor, 100 Netaji Subhash
Road, Mumbai - 400 002.
3. Registrar of Companies, Goa
Daman & Diu, Panaji, Ministry of
Company Affairs, Govt of India,
Company Law Bhavan,
Plot No. 21, EDC Complex,
Patto, Panjim, Goa 403 001
4. The Official Liquidator High
Court of Judicature at Bombay,
Panaji Bench, Goa	………… Respondents

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Mr. Shailesh Bajaj, Appllant in person (duly constituted attorney)

Mr. J. J. Bhat, Senior Advocate with Mr. R. Chagla and Mr. R. G. Ramani, Advocate for respondent No. 1.

Mr. C.A. Ferreira, Asst. Solicitor General for respondents No. 2 & 3.

CORAM:	P.B. MAJUMDAR &
	C.L. PANGARKAR, JJ.
Date of reserving the Judgement :31st January, 2009
Date of pronouncing the Judgement 21st February, 2009.

JUDGEMENT: (Per P. B. MAJUMDAR, J.)

The matter was heard at length at the admission stage, as the contesting parties are all appearing in the matter through their Advocates. Learned Asst. Solicitor General is appearing for respondent No.2 and so far as Registrar of Companies is concerned, in the original proceedings, he has files an affidavit on behalf of the Regional Director and it was agreed by both sides that the matter can be decided finally at the stage of admission itself. As regards respondent No. 4, for the first time when an order was passed on 24.12.2008, the Official Liquidator had appeared and his appearance is shown in that order. However, since there was some error in the name of Official Liquidator, the same was corrected as Shri Sanjay Kumar Gupta in the next order dated 31.12.2008. Accordingly, the matter was heard finally and a formal order of admission is passed. Admit Respective Advocates waive service for the concerned respondents. The Appeal is now being disposed off by this Judgement.

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2. This appeal is directed against the Judgement and Order dated 18.12.2008 delivered in Company Petition Nos. 9 and 10 of 2006. The Sesa Industries Limited (SIL) submitted a company petition for sanctioning a scheme of amalgamation between the petitioner Company i.e. Transferor Company and the Transferee Company i.e. Sesa Goa Limited (SGL), which was incorporated on 25.6.1965 as a private limited company, and subsequently became a public limited company with effect from 16.5.1994. The SIL was incorporated on 17.5.93. The scheme of amalgamation is annexed as Annexure A-6 along with the Company Petition. On behalf of the present appellant, objections were lodged before the learned Company Judge opposing the scheme of amalgamation on various grounds and as per various objections taken by the objector before the learned Single Judge, it was prayed on behalf of the objector that the scheme may not be sanctioned. The learned Company Judge, by the impugned Judgement and Order came to the conclusion that there is no substance in the objections raised by the Objector. The learned Company Judge found that the objector has a grudge against the companies, particularly SIL for not listing the shares of SIL as initially promised. The learned Company Judge found that there is nothing unfairs in the scheme. The learned Company judge also found that the scheme also gives an exit route to the minority shareholders of SIL to obtain the shares of SGL. The learned Company Judge found that in case the objector is unwilling to continue to be a member of SGL, she is always free to sell the shares and cease to be a member of SGL. The learned Company Judge found that there is nothing unfair in the said scheme, as the scheme is accepted by overwhelming majority of the shareholders of the Company. The learned Company Judge also found that the merger of the subsidiary company with the holding company will benefit the holding company will benefit the holding company. The learned Judge also found that the said sanctioning of the scheme will not, in any way affect the civil or criminal proceedings which may be initiated pursuant to the inspection reports, as well as further progress of criminal complaint filed by the objector. The learned Single Judge, accordingly, allowed the Company Petition by sanctioning the scheme by Judgement and Order dated 18.12.2008.

3. Being aggrieved by the said order, the appellant - objector has filed this appeal. The appellant who is appearing as party in person, has challenged the said order of the learned Company Judge on various grounds. It is submitted on behalf of the appellant that the direction

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given by a Division Bench of this Court in Appeal NO. 268/07 vide order dated 25.4.2007 has not been complied with, as the Division bench has observed in the said order that the Company Judge should take into considerations the reports before passing any final orders in the matter of approving the scheme of amalgamation of two companies for considering the purpose of its relevancy. It is submitted by the party in person that in view of the reports of the Central Government, Ministry of Company Affairs, the Scheme should not have been sanctioned by the learned Single Judge, as it is clear that it is a case of siphoning of funds and because of the same, minority shareholders are affected. It is submitted that as per the reports, both the Companies have committed a fraud and since the scheme is against the public interest, the same is not required to be sanctioned. It is submitted that the proposed scheme is nothing but an operation on the minority shareholders. It is submitted that after amalgamation, the transferor company shall stand dissolved and therefore, no action against the company will be maintainable. It is further submitted that the transferor company has not disclosed the fact in petition about pending investigation under Section 209A of the Companies Act, It is also submitted that as per the proviso to section 391 of the Companies Act no order sanctioning any compromise or arrangement shall be made, unless the Court is satisfied that the company or any other person by whom an application has been made under sub-section (1) has disclosed to the Court by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report requiring the accounts of the company, pendency of any investigation proceedings in relation to the company under Sections 235 to 351. It is submitted that the scheme could not have been sanctioned in view of the fact that the company has not disclosed in the petition pendency of investigation, as the said fact is also required to be disclosed as per the said proviso to Section 391. It is also submitted that since the company has suppressed the fact about the investigation being carried out and there is adverse report against the company, the scheme should not have been sanctioned by the learned Single Judge. It is submitted that the report of the Registrar of Companies, having not been accepted by the learned Company Judge, the learned Company Judge should not have sanctioned the scheme of amalgamation. It is further submitted that the proposed scheme of amalgamation was based on an invalid scheme in view of the fact that the same is in violation of section 73 of the Companies Act. It is submitted that the shares of SIL though were required to be listed on the Stock Exchanges as per the provisions of the law, as also in terms of the promises given by the

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petitioning company to its shareholders at the time of initial public offering, have not been listed till the date. It is submitted that the shares of respondent No. 1 Company are not listed on any of the Stock Exchanges in India, nor any application has been made by the said company for getting its shares listed and, in view of the same, there is violation of Section 73 of the Companies Act in as much as it was statutorily bound to refund the monies so collected by it from its shareholders along with interest due. It is also submitted that since there is violation of Section 73 of the Companies Act, entire allotment of shares of respondent No. 1 Company is invalid. It is submitted that the proposed scheme was an unconsolable scheme in as much as the minority shareholders of the transferor company have been subjected to complete operation by a majority, i.e. by transferee Company. It is also submitted that the entire scheme has been floated with view to stifle further investigation which is pending against the transferor Company. It is submitted that there is also violation of Section 394(2) of the Companies Act, as appropriate material was not planed the meeting before the shareholders. It is also submitted that the Regional Director himself has not filed any affidavit, but, on his behalf the Registrar of Companies has files an affidavit and the Registrar was also acting as an Official Liquidator. It is submitted that the Official Liquidator has also filed an affidavit. The same person could not have filed an affidavit in his capacity as Registrar and in that respect, an affidavit should have been filed by the Regional Director himself, as the Official Liquidator and the Registrar, both are functioning in a different capacity and when their interest is overlapping, the same person could not have filed two affidavits, one in the capacity as the Official Liquidator while the other in the capacity as the Registrar. It is submitted that the financial reports of the Chartered Accounts also do not reflect the correct picture, as the Chartered Account has gone only as per the entries in the Company’s Books of Account and as per the Balance Sheet. On the aforesaid grounds, the party in person submitted that the scheme, in question, is not required o be sanctioned and, therefore, order of the learned Company Judge is required to be set aside and this Court may reject the scheme submitted by the Company by not sanctioning the same. The party in person has relied upon the following decisions to substantiate his say.

1) Miheer H. Mafatlal v. Mafatlal Industries Ltd, reported in Company Cases Vol. 87 page 792.

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2) In re Travancare National and Onilon Bank Ltd., reported in AIR 1939 Madras 318.

3) In the matter of Calcutta Industrial Bank Ltd., reported in Company Cases Vol. XVIII page 144.

4) J. S Davar and another v. Dr. Shankar Vishnu Marathe and others, reported in AIR 1967 Bombay 456 (V 54 C 98)

5) T. Mathew v. Smt. Saroj G. Poddar and others, reported in (1996) 22CLA200 (Bom.)

6) Bedrock Ltd., reported in 1988 (4) Bom. C. r. 710

7) Modus Analysis and Information P. Ltd. and others, In re, reported in (2008) 142 Comp Cas 410 (Cal.)

8) Larsen and Toubro Limited, In re. reported in 2004 page 523

9) Jyotsna Naliniknat Kilachand and others v. Nandilal Kilachand Investment Pvt. Ltd. and others, reported in 1996 page 361.

10) Raymond Synthetics Ltd, and others v. Union of India and others, reported in AIR 1992 Supreme Court 847.

11) Hindustan Lever Employees’ Union v. Hindustan Lever Ltd. and others, reported in Company Cases Vol. 83 page 30.

12) 1. Securities and Exchange Board of India. (Appeal Lodging No 520 of 2002 in Company Petition No. 203 of

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2002 in Company Application No. 18 of 2002) 2. Union of India (Appeal Lodging No. 526 of 2002 in Company Petition No. 203 of 2002 in Company Application No. 18 of2002) v. Sterlite Industries (India) Ltd.

13) Wood Polymer Limited, In re and Bengal Hotels Pvt. Ltd., In re., reported in 1977 page 597.

14) IPCO Paper Mills Ltd. ,In re. Reported in 1984 page 281.

15) Mahendra Kumar Sanghi v. Ratan Kumar Sanghi reported in Spl. A. Nos. 24 and 30 of 1994- Equivalent Citation:

RLW2003 (3) Raj 1529,

[2003] 44SCL 592 (Raj), 20039(1) WLC 445.

16) Sesa Goa Limited & Ors. v. State of Maharashtra & Anr. Writ Petition No. 2739 of 2006.

17) Shree Niwas Girni Kamgar Kriti Samiti v. Rangnath Basudoo Somant and others reported in Appeal no. 821 of 1994 in Company Application no. 339 of 1994 in Comapny Petition No. 642 of 1983.

4. Learned Senior Counsel Shri Bhat appearing for respondent No. 1, on the otherhand, submitted that there is no substance in any of the objections raised by the objector. Mr. Bhat submitted that the party in person mainly relied upon the contents of the reports submitted by the Deputy Director on behalf of the Ministry of company Affairs, New Delhi. It is submitted that the matter is only at the inspection stage and there is nothing to suggest that subsequently it has resulted into any further investigation against the affairs of the Company. Mr. Bhat submitted that the inspection carried out under Section 209A of the Act cannot construed as an investigation against the company. It is submitted by Mr. Bhat that if the

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contention of the party in person is accepted that the share allotment is void or that it is in violation of Section 73 of the Companies Act, then the objector cannot be said to be shareholder on the basis of void allotment. He has, however, submitted that there is no breach of section 73 as the allotment was not made in favour of the public at all. It is submitted that the only right available to the petitioner is to claim money and even that claim is also time barred. It is submitted that the objector can still pursue his remedy against the transferee company and his right is not extinguished by sanctioning the scheme of amalgamation. It is submitted by Mr. Bhat that assuming that the Directors have committed any wrong act or even if they have committed any offence, the remedy of taking out prosecution against the erring Director or Directors is available and that cannot be ground for rejecting the scheme. Mr. Bhat further submitted that the Registrar of Companies, who is a delegate of the Regional Director of Company Affairs has already delegated the powers to the Registrar of Companies, for filing affidavit and the Registrar of Companies has already made its stand clear in the affidavit. It is submitted that the respondent company had also filed a writ petition before the High Court of Bombay for quashing the proceedings and the learned Company Judge was pleased to hold that there is an violation of section 73. Mr Bhat further submitted that ultimately the inspection reports were already placed before the learned Company Judge and the said aspect was also placed before the shareholders during the meeting and, therefore, when the majority of shareholders have approved the scheme, it cannot be said that respondent company has defrauded the shareholders in any manner and no fact is suppressed from the shareholders. It is submitted that the investigation as well as the inspection, both are different things and they are separate chapters for the same. It is submitted that the scheme is not against the public interest in any manner and since majority of the shareholders have approved the scheme in their wisdom, this Court cannot sit in appeal over such decision at the time fo considering whether the scheme should be sanctioned or not. Mr. Bhat has relied upon the following decisions to substantiate his say that the objections raised by the objector is devoid of any merit and the scheme is required to be sanctioned.

1) Reliance Petroleum Ltd., In Re., reported in [2003] 46Scl 38(Guj).

2) Zee Telefilms Limited, In re., reported in Appeal No. 164

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of 2003 in C.P. no. 116 of 2002.

3) Kalpana Bhandari & ors. v. Securities & Exchange Board of India & ors., reported in Writ Petition No., 1604 of 2003.

4) Sesa Industries Ltd. v. Krishna H. Bajaj, reported in Misc. Civil Appln. no. 24 of 2007 in Company Petition no. 9 of 2006 connected with company Appln. no. 1 of 2006.

5) Miheer H. Mafatlal v. Mafatlal Industries Ltd., reported in Company Cases Vol. 87 page 792

It is submitted that in view of the Judgement of the Supreme Court in Miheer H. Mafatlal v. Mafatlal Industries Ltd., (supra), only two aspects are required to be considered by the Court at the time of sanctioning the scheme. It is submitted that there is no violation of any statutory rules. It is also submitted by Mr. Bhat that the valuation of the shares is properly done or not is in the realm of the expert body and once the Chartered Accountants have accepted the said valuation, this Court cannot sit in appeal over the said decision expert body. It is also submitted by Mr. Bhat that it is true that the same person was acting as a Registrar as well as Official Liquidator Since their interest is not conflicting even if same person has filed an affidavit in two different categories, that cannot be said to be any violation of statutory provision.

5. We have heard both sides at great length and we have gone through voluminous record and proceedings. We have also considered the scheme submitted by the respondent Company. We have gone through the Judgement of the learned Company Judge and we have also gone through various judgements cited by both sides. At this stage, it is necessary to make a reference to various provisions of the Companies Act, more particularly Sections 391, 392, 393 and 394 of the Act. The said Section read thus:

“391 - Power to compromise or make arrangements with creditors and members - (1) Where a compromise or

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arrangement is proposed-

(a) between a company and its creditors or any class of them:

or

(b) between a company and its members or any class of them, the (Tribunal) may, on the application of the company or of any creditor or member of the company or, in the case of a company which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be to be called, held and conducted in such manner as the (Tribunal) directs.

(2) If a majority in number representing three fourths in value of the creditors, or class of creditors, or member, or class of members as the case may be, present and voting either in person or, where proxies are allowed (under the rules made under section 643) by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the (Tribunal) be binding on all the creditors, all the creditors of the class, all the members, or all the members of the class, as the case may be, and also on the company, or, in the case of a company which is being wound up, on the liquidator and contributories of the company.

[Provided that no order sanctioning any compromise or arrangement shall be made by the [Tribunal] unless the [Tribunal] is satisfied that the company or any other person by whom an application has been made under sub-section

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(1) has disclosed to the [Tribunal], by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report on the accounts of the company, the pendancy of any investigation proceedings in relation to the company under sections 235 to 351, and the like]

(3) An order made by the [Tribunal] under sub-section (2) shall have no effect until a certified copy of the order has been filed with the Registrar.

(4) A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the certified copy of the order has been filed as aforesaid, or in the case of a company not having a memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company.

(5) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to [one hundred rupees] for each copy in respect of which default is made.

(6) The [Tribunal] may, at any time after an application has been made to it under this section stay the commencement or continuation of any suit or proceedings against the company on such terms as the [Tribunal] thinks fit, until the application is finally desposed of.

392 Power of Tribunal to enforce compromise and

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arrangement -(1) where the tribunal makes an order under section 391 sanctioning a compromise or an arrangement in respect of a company, if-

(a) shall have power to supervise the carrying out of the compromise or an arrangement; and

(b) may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement.

(2) If the Tribunal aforesaid is satisfied that a compromise or an arrangement sanctioned under section 391 cannot be worked satisfactorily with or without modification, it may, either on its own motion or on the application of any person interested in the affairs of the company, make an order winding up the company, and such an order shall be deemed to be an order made under Section 433 of this Act.

(3) The provisions of this section shall, so far as may be, also apply to a company in respect of which an order has been made before the commencement of the Companies (Amendment) Act, 2001 sanctioning a compromise or an arrangement).

393. Information as to compromises or arrangements with the creditors and members - 1) Where a meeting of creditors or any class of creditors, or of member or any

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class of members, is called under section 391-

(a) with every notice calling the meeting which is sent to a creditor or member, there shall be sent also a statement setting forth the terms of the compromise or arrangement and explaining its effect; and in particular stating any material interests of the directors’ managing director 1 [***] or managers of the company, whether in their capacity as such or as members or creditors of the company or otherwise, and the effect on those interests of the compromise or arrangement if, and in so far as, it is different from the effect on the like interests of other persons; and

(b) in every notice calling the meeting which is given by advertisement, there shall be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid

(2) Where the compromise or arrangement affects the rights of debenture-holders of the company, the said statement shall give the like information and explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the company’s directors.

(3) Where a notice given by advertisement includes a notification that copies of statement setting forth the terms of the compromise or arrangement

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proposed and explaining its effect can be obtained by creditors or members entitled to attend the meeting, every creditor or member so entitled shall on making an application in the manner indicated by the notice, be furnished by the company, free of charge, with a copy of the statement.

(4) Where default is made in complying with any of the requirements of this section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to (fifty thousand rupees); and for the purpose of this sub-section any liquidator of the company and any trustee of a deed for securing the issue of debentures of the company shall be deemed to be an officer of the company.

Provided that a person shall not be punishable under this sub-section if he shows that the default was due to the refusal of any other person, being a director, managing director 1 [***] manager or trustee for debenture holders, to supply the necessary particulars as to his material interests.

(5) Every director, managing director, 1 [***] or manager of the company, and every trustee for debenture holders of the company, shall give notice to the company of such matters relating to himself as may be necessary for the purpose of this section; and if he fails to do so, he shall be punishable with fine which may extend to [five thousand rupees].

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Section 394. Provision for facilitating reconstruction and amalgamation of companies. -

(1) Where an application is made to the [Tribunal] under Section 391 for the sanctioning of compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the [Tribunal] -

(a) that the compromise or arrangement has been proposed for the purpose of, or in connection with a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies; and

(b) that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme (in this section referred to as a “transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”);

the [Tribunal] may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters:-

(i) the transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company;

(ii) the allotment or appropriation by the transferee

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company of any shares, debentures policies, or other like interests in that company which, under the compromise or arrangement, are to be allotted or appropriated by that company to or for any person;

(iii) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;

(iv) the dissolution without winding up, or any transferor company;

(v) the provision to be made for any persons who, within such time and in such manner as the Court directs dissent from the compromise or arrangement; and

(vi) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out;

[Provided that no compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the amalgamation of a company, which is being wound up, with any other company or companies, shall be sanctioned by the [Tribunal] unless the Court has received a report from [***] the Registrar that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to public interest.

Provided further that no order for the dissolution of any transferor company under clause (iv) shall be made by the

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[Tribunal] unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the [Tribunol] that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.]

(2) Where an order under this section provides for the transfer of any property or liabilities, then, by virtue of the order; that property shall be transferred to an vest in and those liabilities shall be transferred to an become the Liabilities of the transferee company and in the case of any property, if the order so directs, freed from any charge, which is, by virtue of the compromise or arrangement, to cease to have effect.

(3) Within (thirty) days after the making of an order under this section, every company in relation to which the order is made shall cause a certified copy thereof to be files with the Registrar for registration.

If default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to (five hundred rupees)

(4) In this section -

(a) “property” includes property rights and powers of every description; and “liabilities” includes duties of every description, and

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(b) “transferee company’ does not include any company other than a company within the meaning of this act; but “transferor company” includes any body corporate, whether a company within the meaning of this act or not”

6. Both sides have relied upon the decision of the Supreme Court in the case of Miheer H. Mafatlal v. Mafatlal Industries Ltd., (Supra) The Supreme Court in the Miheer H. Mafatlal’s case has held that a compromise or arrangement can be proposed between a company and its creditors or any class of them. Such a compromise would also take in it sweep any scheme of amalgamation / merger of one company with another. The Supreme Court in the aforesaid Judgement has pointed out the scope and ambit of the jurisdiction of the Court. It has been held at page 818 as under:

“In view of the aforesaid settled legal position, therefore, the scope and ambit of the jurisdiction of the company court has clearly got earmarked. The following broad contours of such jurisdiction have emerged:

(1) The sanctioning court has to see to it that all the requisite statutory procedure for supposing such a scheme has been complied with and that the requisite meetings as contemplated by section 391 (1) (a) have been held.

(2) That he scheme put up for sanction of the court is backed up by the requisite majority vote as required by section 391 (2).

(3) That the concerned meetings of the creditors or

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members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair tot he class as a whole so at to legitimately bind even the dissenting members of that class.

(4) That all necessary material indicated by section 393 (1) (a) is placed before the voters at the concerned meetings as contemplated by section 391(1).

(5) That all the requisite material contemplated by the proviso to sub-section (2) of section 391 of the Act is placed before the court by the concerned applicant seeking sanction for such a scheme and the court gets satisfied about the same.

(6) That the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and Is not contrary to public policy. For ascertaining the real purpose underlying the scheme with a view to be satisfied on this aspect, the court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously x-ray the same.

(7) That the company court has also to satisfy itself that members or class of member or creditors or class of creditors, as the case may be, were acting bonafide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter comprising the same class whom they purported to

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represent.

(8) That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant.

(9) Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the court are found to have been met, the court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of person who with their open eyes have given their approval to the scheme even if in the view of the court there could be a better scheme for the company and its members or creditors for whom the scheme is framed. The court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction.

The aforesaid parameters of the scope and ambit of the jurisdiction of the company court which is called upon to sanction a scheme of compromise and arrangement are not exhaustive but only broadly illustrative of the contours of the court’s jurisdiction.”

7. Keeping in mind the said principles enumerated by the Supreme Court in the aforesaid Judgment, the question that requires to be considered is whether te scheme submitted by respondent No. 1 Company is required to be sanctioned or not ? So far as the objection of the objector regarding allotment of shares and violation of Section 73 is concerned, it is required to

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be noted that it has been found by the learned Company Judge in this behalf that if there is any violation the Directors can be prosecuted in accordance with law. It is the say of the respondent company that the shares were not offered to the public and if the objector has monetary claim, he can take out appropriate proceedings for recovery of the sam. Mr. Bhat has placed on record a copy of the Judgement of the learned Company Judge in Writ Petition No. 2739 of 2006 dated 11/12/2008. The learned Company Judge has found that there is no violation of Section 73. However, we are not expressing any opinion on the point whether the concerned Directors have violated the provisions of law and if at all there is any violation, legal proceedings against such Directors can be initiated as per law. In our opinion, if at all there is any violation of Section 73, appropriate proceedings can be initiated against the erring Director/Directors, though, or course, the contention of the Company is that the shares were not offered to the public and therefore, there was no question of listing the same. We, however make it clear that we are dealing with the point only in connection with sanctioning of the scheme and if any investigation is going on, on the bases of the inspection report, the observations made by us is this behalf shall not be taken into account and such proceedings may go on as per the evidence that may be available in that behalf. The Court is required to consider as to whether can it be said that the affairs of the company are not conducted in a manner prejudicial to the interests of the members or to public interest and for that purpose, the Court is required to consider the report of the Official Liquidator and the Registrar as per the statutory provision. Suffice it to say that even if it is found that there is violation of Section 73, the appropriate remedy is to launch prosecution against the erring directors and that itself is not a ground for not sanctioning the scheme of amalgamation. Ultimately, this Court is required to see whether the statutory requirement is complied with or not and see that the report of the Official Liquidator and the Registrar of Companies about the affairs of the company have not been conducted in a manner prejudicial to interest of its members or to public interest are made available or not and when majority of the shareholders have approved the scheme, this Court will have thereafter a limited role to play. Moreover, so far as the duties of the Official Liquidator and the Registrar of Companies are concerned, they are two independent authorities under the statute and they are required to submit their two independent reports and the Court is normally guided by such independent authorities.

8. So far as the contention of the party in person as regards valuation and exchange

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ratio is concerned, since the firm of Chartered Accountants which is expert in the field has approved such a scheme, this Court cannot substitute its own views in this behalf as powers of this Court on this aspect are limited.

9. So far as the argument of party in person that there is no reference in the company petition about the reports submitted by the Deputy Director, Ministry of Company Affairs, New Delhi is concerned, it is required to be noted that it is no doubt true that the fact that inspection has been carried out is not mentioned in the petition, but, subsequently, by an order of this Court, the necessary material was already placed before the shareholders at the time of meeting and ultimately by majority decision of the shareholders the scheme was approved. It is true that as per the inspection reports, various irregularities have been found by the Officer who inspected the subject matter on behalf of the Company affairs. It is also true that it has not reached finality. It is also not disputed by the respondent company that final decision based on the inspection report is not yet taken and the said issue seems to be pending before the concerned authorities. It is not in dispute that the inspection of books of accounts was carried out with a view to find out as to whether the affairs of the company are being carried out properly or not and while carrying out the said exercise of inspection of books of accounts, other material is also taken into consideration. So far as Section 235 is concerned, the same deals with the investigation of affairs of a company. The inspection carried out under Section 209 A is the first step towards carrying out the investigation of the affairs of the respondent No. 1 Company. It is true that the company has not said anything in the scheme regarding the inspection being carried out under 209A of the Act. In our view, normally the company should point out all relevant aspects in the scheme and the fact that the inspection is carried out should also have to be mentioned in the scheme. Proviso to subsection (2) of Section 391 clearly provides that no order sanctioning any compromise or arrangement shall be made by the [Tribunal] unless the [Tribunal] is satisfied that the company or any other person by whom an application has been made under-sub-section (1) has disclosed to the [Tribunal], by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report on the accounts of the company, the pendency or any investigation proceedings in relation to the company under sections 235 to 351 and the like. In our view, interpretation of the said proviso cannot be restricted only to a limited aspect that it takes care of the investigation pending in relation to the

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company under Sections 235 to 351 as the words “and the like” arc to be interpreted to mean that the company is required to disclose all material facts relating to the affairs of the company, in our view, the inspection is being carried out with a view to find out whether any investigation is required to be carried out or not. It is not matter of playing hide and seek game and all aspects are required to be disclosed in the scheme. In our view, the proviso to Section 391 is widely worded and the words “and the like” may even in its sweep take care of pending inspection also. It is, however, required to be noted that subsequently, reports on the basis of such investigation, have also been placed before the shareholders and ultimately, the scheme has been approved by the shareholders after considering the said reports. In view of the same, in our view, it may not be just and proper to reject the scheme as, ultimately, the reports were made available with the shareholders for discussion at the time of shareholders meeting.

10. Mr. Bhat also submitted that at the time of placing the scheme, inspection reports were not available with the company. However, in our view, the fact about inspection being carried out should have been disclosed by the company, as ultimately, the affairs of the Company, in all respects should be transparent. However, the learned Company Judge has come to the conclusion that since majority of the shareholders have approved this scheme, even though reports were also available with the shareholders, it cannot be said that the learned Company Judge overlooked the reports or that the order passed is contrary to the directions given by the Division Bench. It is required to be noted that the mandate of law provides that the Court cannot sanction the scheme, unless, the Court has received reports from the Registrar of Company Affairs as well as the Official Liquidator. Similarly, the Official Liquidator is required to submit his report after considering the books of accounts of the Company that the Affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest. Accordingly, in view of the provisions of Sections 394, the Court cannot sanction the scheme unless the aforesaid requirement is fulfilled. The Court is not required to blindly approve the scheme simply because majority of shareholders have approved the scheme But the Court is required to consider whether the scheme is contrary to public interest and can examine whether the affairs of the company have not been carried out in a manner prejudicial to the interests of its members or to public interest. It is true, as pointed out earlier, that the Court cannot substitute the view taken by majority of shareholders in accepting the scheme on various

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aspects such as violation regarding exchange ratio, etc., but there is also additional duty cast upon the Judge before sanctioning the scheme, even if the scheme is approved by majority of shareholders to see whether the affairs of the company have not been carried out in a manner prejudicial to the interest of its members or to public interest and in order to facilitate the Court, in the matter of sanction of the scheme specific reports are also required to be submitted by the Registrar of Companies as well as the Official Liquidator in this behalf. In the light of the aforesaid statutory provisions, it is required to be found out as to whether the said requirement which is mandatory in nature can be said to have been complied with in the present case.

11. The Registrar of Companies has filed an affidavit dated 10.8.2006 stating that he was holding temporary charge of Registrar of Companies, Goa, Daman and Diu, Panaji, Ministry of company Affairs, Government of India. In his affidavit, he has stated that the has been authorised and competent to affirm the affidavit in reply on behalf of the Regional Director (Western Region), Ministry of Company Affairs, Mumbai. He has stated in paras (3), (4) and (5) as under:

“3) I say that I am conversant with the facts of the case and I am competent to depose in my official capacity as the Registrar of Companies, Goa, Daman & Diu, Ministry of Company Affairs, Panaji, Goa and I am duly authorized by the Regional Director, Ministry of Company Affairs, Western Region, Mumbai.

(4) I say that the Scheme of Amalgamation proposed by the Petitioner Company has been examined by the Regional Director, Western Region, Mumbai and he has the following observations for granting the Scheme.

a) That the Transferor and Transferee Company were inspected under Section 209A of the Companies Act, 1956 by the inspecting officers

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of the Ministry of Company Affairs during the year 2005 and any violation which may be noticed during the course of inspection, there will be no dilution for initiating legal action under the act and that will not in any way affect the amalgamation.

b) The office of Registrar of Companies, Goa has received two complaints for non listing of the Shares of the Transferor Company which is a subsidiary of the Transferee Company. The copies of the complaints of Mrs. Krishna H. Bajaj dated 24/05/2003 and Mrs. Kalpana Bhandari dated 17/06/2003 are annexed hereto and marked as Exhibit “A” and Exhibit “B” respectively.

(c) The Office of Registrar of Companies, Goa as well as office of Official Liquidator, Goa and the Regional Director, Mumbai have received objection from Mrs. Krishna H. Bajaj against the instant scheme. The copy of the objection letter dated 1 0/07/2006 is annexed hereto and marked as Exhibit “C”.

(d) The Petitioner Company may be directed to furnish the latest financial position before this Hon’ble Court at the time of final hearing.

(5) I say that save as except above, I have no objection for approval of the Scheme of Amalagamation by this

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Hon’ble High Court with such order as it may deem fit and proper”

The inspection report submitted by the Deputy Director (Inspection) dated 20.3.2006 which report has been submitted in view of the directions issued by the Ministry of Company Affairs regarding the inspection of the books of account of SIL (transferor company) and its holding company SGL (transferee company) In the said report, the Deputy Director has concluded as under:

“Conclusion:

It will be apparent from the various findings of the Inspection report that the entire control of the day today working of the company is being managed by Mitsui & Co. Ltd. Japan whereby huge turnover and profits are being siphoned away through systematic under invoicing of international financial transactions and over invoicing of import of coal. As regards inter-se transactions between SGL & SIL, systematic efforts have been made by SGL to put SIL into weak financial position by siphoning of the funds from SIL to SGL by over invoicing the price of iron ore and coke. In the process, the minority shareholders of SIL have been deprived of their reasonable return in the forms of dividend or gains out of fair price of its shares. The minority shareholders of SIL have been cheated through the systematically siphoning the funds by SGL to the ultimate holding company i.e. M/s. Mitsni & Co. Ltd. Japan. The I. O. has suggested for redressal of grievances of SIL by SGL in reascending the contact of purchase of shares made by offer documents dated 05.06.03 at under value price of Rs. 30/- per share.”

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12. In para 26.12 of the report, it has been found that as per provisions of Section 542 of the Act read with Section 406 thereof, the business of the company has been carried on with intent to defraud creditors of the company and its shareholders and in this regard, all the directors who are occupying the positions as its Managing Director / whole time Directors and other directors even though are occupying the position as Simplicitor Directors are in fact Directors who are looking after the day today policy matters of the company on behalf of the principal i.e. Mitsui & Co. Ltd. Japan being the ultimate holding company who is exerting common control over all its subsidiaries and fellow subsidiaries as admitted in the notes to accounts annexed to the balance sheet of 3 years i.e. 2002-03, 2003-04, 2004-05 are officers in default under Section 5 of the Act. The report has dealt with various aspects and it has been found that it is a case of siphoning of the funds. In para 26.11 of the Inspection Report, it has been found that Mitsui & Co. Japan is exercising common control over SGL and SIL and erstwhile SKCL (which later merged with SGL) and making SGL and SIL into lowering of profits through siphoning off funds, from its own subsidiary company SIL and putting Mitsui & Co. Ltd., and its associate companies in undue gains. The Official Liquidator in his report has stated in para 3 that his report is mainly based on the report of the Auditors and the Official Liquidator has no other material either to supplement or to comment on the same. It seems from the record of the case, that it is clear that the Registrar of Companies who has filed an affidavit as a delegate of the Regional Director as well as Official Liquidator is the same person, acting both as Official Liquidator as well as Registrar of Companies. It is required to be noted that the Registrar at the time of filing the affidavit was in possession of the inspection report and in his capacity as Official Liquidator he has stated that his report would mainly be based on the report of the Auditors and he has no other material either to supplement or to comment on the same. It is also required to be noted that the learned Single Judge has observed in para 17 of his Judgement as under:

“It may be noted that it is the Registrar of Companies who with authority from the Regional Director who has filed an affidavit and it is not the case of the Registrar of Companies that he was not aware of the inspection reports

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prepared by the Inspection Officer of the Ministry of Company Affairs and inspite of that he has opined that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to the public. In doing so, the Registrar has certainly failed in his duties by not placing the correct facts before the Curt. However, only because the Registrar of Companies has not placed the correct position as regards the affairs of SIL with reference to the said two inspection reports, in my view, it would not be fit case to reject the scheme which has otherwise been approved by the majority of shareholders of both the companies and regarding which the Regional Director on behalf of the Central Government, as repository of public interest, has given his consent at the same time stating that any violation which might have been noticed at the time of inspection, legal action would be initiated regarding the same and that will not affect the amalgamation.”

13. In our view, when serious irregularities have been found in the inspection report and when the proceedings on the basis of the said inspection report are still pending and no further decision has been taken in his behalf and the Registrar as a delegate of the Regional Director who was in possession of such inspection report, should not have filed affidavits both, as the Official Liquidator as well as the Registrar as the delegate of the Regional Director. An affidavit is required to be filed by a person who is supposed to have knowledge of the facts. In considering the said aspect, no appropriate care has been taken in the matter of submitting the report on the part of the Regional Director and the Registrar of Companies. Once it is found that the report/affidavit on behalf of the Registrar/Regional Director is not in conformity with the statutory provisions, this Court mechanically cannot sanction the scheme simply because the majority of the shareholders have approved the scheme and the majority shareholders in their wisdom have accepted the valuation regarding exchange ratio.

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14. Keeping in mind the aforesaid factual aspects, in our view, the Registrar should have specifically stated in his affidavit as to whether the affairs of the Company have been conducted in a manner prejudicial to the interest of its members or to public interest. It is required to be noted that as per the provisions of Section 393, the Registrar as well as the Liquidator, both are required to submit their separate reports and both are, therefore, functioning in a different capacity. It is surprising as to how the Official Liquidator who was the incharge of the Registrar could have filed the affidavits one in the capacity as a delegate of the Regional Director and the other in the capacity as the Official Liquidator. Even if the Registrar was asked to file affidavit by the Regional Director, considering the facts of the case that the said Registrar was already acting as an Official Liquidator, he should have informed the said aspect to the Regional Director. The affidavit submitted by the Registrar is as vague as it can be. By the said affidavit he has given no objection for sanctioning the scheme. In the instant case, since the Registrar is required to file an affidavit independently and the Official Liquidator and the Registrar are acting in a different capacity, the same persons could not have filed affidavits, both in the capacity as Registrar as well as in the capacity as the Official Liquidator. The statutory requirements of Section 394, therefore, cannot be said to be complied with in the present case. It is to be noted that as per Section 394, the Registrar as well as the Official Liquidator are required to file their separate affidavits. If one is incharge, the same person could not have filed affidavits of the Registrar as well as the Official Liquidator. The Affidavit of the Registrar is absolutely noncommittal. In the affidavit of the Official Liquidator, he has mentioned that the affairs of the company are not being conducted in a manner prejudicial to the interests of its members or to public interest. But when the same person filed affidavit as Registrar, this aspect is clearly omitted in his reply. In his affidavit, the Registrar has tried to become noncommittal. Before us, even no attempt was made on behalf of the Central Government or the Registrar to file any further affidavit. It is also pointed out to us that no final decision on the basis of the inspection reports has been arrived at one way or the other. Mr. Bhat during the course of his argument has submitted that the Registrar has acted as a mere delegate of the Regional Director. If that be so, then the Registrar could have informed the Regional Director that he has also filed an affidavit as Official Liquidator and that he would not be in a position to file an affidavit as delegate of the Regional Director.

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15. In our view, the learned Company Judge himself has found that from the stand taken by the Registrar, he has failed in his duty and it cannot be said that the requirement of Section 394 has been complied with. In fact, two contradictory affidavits have been filed by the same gentleman, one in his capacity as the delegate of the Regional Director and the other in his capacity as the Official Liquidator. When the law requires that there should be two independent reports, it is clear that the statutory provision has not been complied with.

16. Considering the aforesaid aspect of the matter, though this Court has got only supervisory jurisdiction in the matter of sanctioning the scheme of amalgamation, surely this Court is not required to sanction the scheme in a mechanical manner and as per the mandate of Section 394 the Court shall not sanction the scheme, unless the said statutory requirement is complied with and in this case, since it is not in dispute the very same persons has filed affidavits, both as Official Liquidator and as the delegate of the Regional Director and that too his report is also not in conformity with the provisions of Section 394. Simply because the Central Government might have not opposed the scheme, that itself is not ground for sanctioning the scheme. As per the mandate of law, even if the majority shareholders have approved the scheme, the Court is not required to straight away sanction the scheme. Proviso of Section 394 speaks otherwise and in that view of the matter, in our view, it is not correct to say that simply because the scheme is not opposed by the Central Government, the Court is required to put its seal on the scheme placed before it. In view of what is stated above, as per the proviso to Section 394 that no Court shall sanction the scheme unless statutory requirement cannot be said to have been complied with, this appeal is required to be allowed and the order of the learned Single Judge, sanctioning the scheme is required to be set aside. We may also it clear that in a given case by some omission even if avement is not made by the Registrar that the affairs of the company are not being conducted in a manner prejudicial to the interest of its members or to public interest, that may not be treated as fatal in every case in connection with the sanctioning of the scheme. However, so far as facts of the present case are concerned, when the Registrar was mindful of the inspection reports, it was his duty to state clearly that the affairs of the company are not being conducted in a manner prejudicial to the interests of its members or to public interest. The Registrar cannot sit at fence and remain noncommittal in his behalf Even, otherwise, from the

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facts it is clear that the same person has filed both the affidavits, one in the capacity as Official Liquidator and the other in the capacity as the Registrar, although both of them are required to given separate reports in different capacity.

17. Before parting with this order, we make it clear that our observations are only meant for the purpose of considering whether the scheme can be sanctioned by this Court or not and whatever, observations made herein above will have no relevant and the same are not to be taken into account in any other proceedings which might be pending or may be initiated in future of any kind.

18. For the reason stated above, we are of the opinion that the scheme, in question, cannot be sanctioned by this Court as it is in violation of mandatory provision of Section 394 of the Companies Act. As pointed out earlier, the learned Company Judge has not accepted the report submitted by the Registrar and if that report is taken into consideration, it is clear that the requirement of provisions of Section 394 cannot be said to have been fulfilled in the present case.

19. The appeal is allowed. The Order of the learned Company Judge is, accordingly, set aside. The scheme submitted by respondent No. 1 Company is accordingly, not sanctioned and accordingly not approved Company Petition No. 9 submitted before the learned Company Judge, accordingly stands rejected. No costs.

P.B. MAJUMDAR, J.

C. I. PANGARKAR, J.

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Section Officer

High Court of Bombay at Goa

Panaji-Goa

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REPORTABLE

IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

CIVIL APPEAL NOS. 1430-1431 OF 2011

(Arising out of S.L.P. (C) Nos. 8497-8498 of 2009)

SESA INDUSTRIES LTD. - APPELLANT

VERSUS

KRISHNA H. BAJAJ & ORS. - RESPONDENTS

J U D G M E N T

D. K. JAIN. J.

Leave granted.

2. These appeals, by special leave, are directed against the judgment dated 21^st February, 2009 delivered by a Division Bench of the High Court of Bombay at Goa whereby the Division Bench has set aside the judgment of the learned Single Judge dated 18^th December, 2008 sanctioning a scheme of amalgamation between the appellant company and Sesa Goa Limited (for short ‘SGL’), the Transferee Company.

3. Shorn of unnecessary details, the facts material for the adjudication of these appeals may be stated thus:

SGL was incorporated on 25^th June, 1965 as a private limited company, and thereafter, on 16^th April, 1991 became a public company. The appellant company viz. Sesa Industries Ltd. (for short ‘SIL’) was incorporated on 17^th May, 1993 as a subsidiary of SGL with the latter holding 88.85% of the shares in the former.

4. On 26^th July, 2005, a resolution was passed by the Board of Directors of SIL to amalgamate SIL with SGL, effective from 1^st April, 2005. In pursuance thereof, on 12^th

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January, 2006, SIL and SGL filed respective company applications in the Bombay High Court seeking the Court’s permission to convene a general body meeting.

5. Respondent No. 1 herein, holder of 0.29% of the shares in SIL, filed an affidavit on 18^th January, 2006 intervening in the aforementioned company petitions. Subsequently, on 6^th March, 2006, respondent No. 1 also filed a letter dated 17^th February, 2006 issued by the Director of Inspection & Investigation, Ministry of Company Affairs, Government of India, respondent No. 3 herein, addressed to the Regional Director, respondent No. 2 in these appeals, together with a copy of the inspection report under section 209A of the Companies Act, 1956 (for short ‘the Act’). At this juncture, it would be useful to extract relevant portion of the said report, which reads as follows:

“ It will be apparent from various findings of the inspection report that the entire control of the day to day working of the company is being managed by Mitsui & Co. Ltd., Japan whereby huge turnover and profits are being siphoned away through systematic under invoicing of international financial transactions’ and over invoicing of import of coal. As regards inter-se transactions between SGL & SIL, systematic efforts have been made by SGL to put SIL into weal financial position by siphoning of the funds from SIL to SGL by over invoicing the price of iron ore and coke. In the process the minority shareholders of SIL have been deprived of their reasonable return in the forms of dividend or gains out of fair price of its shares. The minority shareholders of (sic.) SIL have been cheated through the systematically siphoning the funds by SGL to the ultimate holding company I.O. M/s Mitsui & Co. Ltd., Japan. The I. O. has suggested for redressal of grievances of SIL by SGL in rescinding (sic.) the contract of purchase of shares at under value price of Rs. 30/- per share.”

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6. Ignoring the objections raised by respondent No. 1, vide order dated 18^th March, 2006, the High Court, allowed SIL and SGL to convene meetings for seeking approval of shareholders for the said amalgamation, and directed the companies to disclose as part of the Explanatory Statement to be sent with individual notices, the following observations from the inspection report:

“The central Government has issued a letter dated 17^th February, 2006 to various governmental agencies including the Regional Director (Western Region) enclosing a copy of the inspection report and recording that during the course of the inspection the inspecting officer has pointed out contraventions of Section 269 read with Section 198/309, contravention of Section 289 read with Article no. 111 and 140 of the Articles, contravention of Section 260 and 313, contravention of Section 268 read with Section 256 and contravention of Section 628 of the Act. The Investigating Officer suggested invoking the provisions of Section 397 and 398 read with Section388B, 401, 402 and 406 of the Act including that of Section 542 of the Act. The Inspection report has also pointed out financial irregularities and also examined the complaints of Mrs. Kalpana Bhandari and Mr. Krishna H. Bajaj which have been reported in part “A” of the Inspection Report. Contravention of Section 297 of the Act has been reported in Part “B” of the Inspection Report. It has also been suggested part “D” of the Inspect in Report for references to be made to the Ministry of Finance and SEBI. Accordingly, the Central Government has requested the addressees to examine the report and take appropriate action.”

7. Thereafter, on 8^th May, 2006, the shareholders of SIL and SGL, by 99% majority , approved the scheme of amalgamation, and respondent No. 1 was thesole shareholder who objected to the said scheme. SIL and SGL both filed petitions in the High Court for according approval to the amalgamation scheme.

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8. On 10^th August, 2006, the Registrar of Companies, Goa filed an affidavit as the delegate of the Regional Director stating that SIL and SGL were inspected under Section 209A of the Act by the Inspecting Officers of the Ministry of Company Affairs during the year 2005 and “any violation which may be noticed during the course of inspection, there will be no dilution for initiating legal action under the Act and that will not in any way affect the amalgamation”. The Registrar stated save and except the observations in para 4 of the affidavit, which included forwarding of two complaints received from respondent No. 1, he had no objection to the scheme of amalgamation.

9. On the same day, Official Liquidator, respondent No. 1 in these appeals, also filed a report in the High Court, inter alia, stating that in light of the Auditor’s report dated 2^nd August, 2006, according to him the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or the public. Respondent No. 1 filed an affidavit objecting to the sanctioning of the scheme.

10. On 24^th August, 2006, respondent No. 1 filed Application No. 56 of 2006 praying for production and/or inspection of some documents, including joint valuation report submitted by M/s. N. M. Raiji and M/s. Hairbhakti & Co.; the aforementioned Inspection Report relating to SGL and SIL, and issuance of notice to the Bombay Stock Exchange and the National Stock Exchange; the Ministry of Company Affairs and the Central Government. On 9^th February, 2009, while partly allowing the said application the Company Court directed SGL and SIL to place on record the joint valuation reports, the proxy registrar along with relevant proxies held on 8^th May, 2006. However, as regards other prayers, the application was dismissed, Being aggrieved, respondent No. 1 preferred an appeal before the Division Bench. Vide order dated 25^th April, 2007, the Division Bench dismissed the appeal preferred by respondent No. 1 observing that:“ We have gone through the two reports. We are of the opinion that the learned Company Judge should take into consideration the said reports before passing any final orders in the matter of approving the scheme of amalgamation of the two companies for considering the purpose of its relevancy, in order to grant approval.”

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11. Thereafter, respondent No. 1 filed yet another Company Application No. 24 of 2007, praying that the reports dated 17^th February, 2006 and 20^th March, 2006 sent to the Regional Director by the Ministry of Company Affairs be furnished to her. Vide order dated 13^th July, 2007, the Single Judge allowed the application. Being aggrieved, SIL preferred an appeal before the Division Bench. Admitting the appeal, vide order dated 23^rd August, 2007, the Division Bench granted interim stay of the order dated 13^th July, 2007. The order reads:

“Perusal of the impugned order, however, nowhere discloses consideration of the said aspect of the relevancy of the document for the purpose of deciding the issue relating to amalgamation of the Company. We, however, make it clear that the process regarding amalgamation shall proceed further in accordance with the provisions of law and in terms of direction in order dated 25.04.07 regarding relevancy of the said report.”

12. Finally, vide judgment dated 18^th December, 2008, the learned Company Judge sanctioned the scheme of amalgamation between SGL and SIL, interalia, observing that: (i) since inspection proceedings under Section 209A of the Act are different from an investigation carried out in terms of Section 235 of the Act, they are not required to be disclosed under the proviso to section 391 of the Act; (ii) in any event, SIL and SGL have not suppressed any material facts as the letter dated 17^th February, 2006 was made part of the individual notices sent to the shareholders; (iii) inspections carried out under Section 209A of the Act cannot come in the way of sanctioning of amalgamation, as they can only result in criminal prosecution of those responsible for contravention of various Sections of the Act; (iv) three years have elapsed since the inspections but the Central Government has not taken any further actions in terms of the inspection reports, which shows that investigations or action in terms of Section 401 of the Act was not in the offing; (v) the Central Government has, through the Regional Director, clarified that the merger would not come in the way of any action to be taken pursuant to the two inspection reports, (vi) non-disclosure of pending criminal complaints is also not fatal to sanctioning of the

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scheme as the objector did not raise this contention earlier; pendency of criminal complaints cannot be equated to “material facts” in terms of the proviso to Section 391 of the Act and the merger will have no effect on the criminal complaints; (vii) merely because the Registrar has failed to perform his duties, it cannot be said that the scheme of amalgamation, which has been approved by a majority of the shareholders, should be rejected; (viii) the onus is on the objector to prove that a scheme is contrary to public interest and is not just, fair and reasonable, and in the instant case, the objector has not discharged the burden cast on her; (ix) the objection in relation to the share valuation was not well founded in as much as the Objector has not placed any material to show that the valuation was unfair, especially when an overwhelming majority of shareholders have approved the share valuation; (x) violation of Section 73 of the Act is not sufficient to stall an amalgamation as the persons responsible for the violation can be effectively dealt with even after the merger and (xi) the objection that the proposed scheme is unconscionable deserves to be rejected, as the scheme has been approved by majority of the shareholders, as also the central Government. The learned Judge also clarified that the sanctioning of the Scheme will not come in the way of either civil or criminal proceedings which may be initiated pursuant to the inspection reports as well as further progress of criminal complaints filed by the objector.

13. Aggrieved, respondent No. 1 preferred an intra-court appeal before a Division Bench of the Court. The Division Bench has, vide the impugned judgment, set aside the order of the learned Single Judge and revoked the sanction to the amalgamation scheme. The Division Bench has, inter-alia, observed that: (i) when serious irregularities have been found in the inspection report and when the proceedings on the basis of the said inspection report are still pending and no further decision has been taken in this behalf and the Registrar as a delegate of the Regional Director who was in possession of such inspection report, should not have filed affidavits both, as the Official Liquidator as well as the Registrar as the delegate of the Regional Director; (ii) once it is found that the report/affidavit on behalf of the Registrar/Regional Director is not in conformity with the statutory provisions, this Court mechanically cannot sanction the scheme simply because the majority of the shareholders in their wisdom have accepted the valuation regarding exchange ratio; (iii) as per the provisions of Section 393, the Registrar as well as the

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Liquidator, both are required to submit their separate reports and both are, therefore, functioning in a different capacity. It is surprising as to how the Official Liquidator who was the incharge of the Registrar could have filed the affidavits one in the capacity as a delegate of the Regional Director and the other in the capacity as the Official Liquidator; (iv) the Affidavit of the Registrar is absolutely noncommittal. In the affidavit of the Official Liquidator, he has mentioned that the affairs of the company are not being conducted in a manner prejudicial to the interests of its members or to public interest. But when the same person filed affidavit as Registrar, this aspect is clearly fitted in this reply and (v) the learned Company Judge himself has found that from the stand taken by the Registrar, he has failed in his duty and it cannot be said that the requirement of Section 394 has been complied with. In fact, two contradictory affidavits have been filed by the same gentleman, one in his capacity as the delegate of the Regional Director and the other in his capacity as the Official Liquidator. When the law requires that there should be two independent reports, it is clear that the statutory provision has not been complied with.

14. Hence these appeals by SIL.

15. We heard Mr. K. K. Venugopal, Senior Advocate for the appellant, Mr. H. P. Raval, learned Additional Solicitor General of India on behalf of respondent Nos. 2 to 4 and Mr. Amar Dave, learned Advocate on behalf of respondent No.1 at considerable length.

16. Mr. K. K. Venugopal, learned Senior counsel strenuously urged that once a scheme of amalgamation has been approved by a majority of the shareholders after sufficient disclosure in the explanatory statement regarding the pendency of an inspection under Section 209A of the Act, it is neither expedient nor desirable for Courts to sit in judgment over a commercial decision of the shareholders. Relying on the decisions in Reliance Petroleum Ltd., In re¹, programme Asia Trading Company Limited, In re² and Core Health Care Ltd., In re³, learned counsel contended that it is settled that pendency of an inspection under Section 20 9A or under Section 235 of the Act should not stall a scheme of amalgamation.

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17. Learned counsel submitted that the Division Bench erred in rejecting the scheme of amalgamation on the sole ground that requirement of the first proviso to Section 394(1) of the Act has not be complied with, as it is settled that the said proviso only applies to the amalgamation of a company which is being wound up. Learned counsel stressed that in the instant case, the prayer in the amalgamation petition was for “dissolution without winding up” and hence only the second proviso to Section 394(1) was applicable. Relying on the decision of this Court in Regional Director, Company Law Board, Government of India Vs. Mysore Galvanising Co. Pvt. Ltd. & Ors.⁴, Sugarcane Growers & Sakthi Sugars Shareholders’ Association Vs. Sakthi Sugars Ltd.⁵ Marybong and Kyel Tea Estata Ltd., In re⁶ and Mathew Philip & Ors. Vs. Malyalam Plantations (India) Ltd. & Anr.⁷, learned counsel contended that the use of word “further” in the second proviso to Section 394 (1) of the Act does not indicate that the said proviso is an additional provision in relation to the situation contemplated under the first proviso.

18. While pointing out that the current investigation under Section 235 of the Act was initiated in July, 2009, after the impugned judgment was delivered and was based on a fresh complaint by respondent No.1, learned counsel urged that these investigations are at a preliminary stage of mere allegations and the final report/accusation, if any, the trial, its outcome and appeals etc., would all be a long drawn process, which cannot hold up the amalgamation, as was opined by the Company Judge. Learned counsel argued that the said finding of the Company Judge having not been disturbed by the appellate bench, the same has attained finality. Drawing an analogy with cases under the Election laws, learned counsel pleaded that unless a person is convicted, no adverse inference can be drawn against him. In support of the proposition, reliance was placed on the decision of this Court in Ranjitsingh Brahmajeetsing Sharma Vs. State of Maharashtra & Anr.⁸

19. Reliance was placed on the decisions in Search Chem Industries Ltd., In re^9, and Banaras Beads Ltd., In re¹⁰ to contend that the pendency of investigation cannot come in the way of amalgamation in as much as even if the allegations are found to be true, the same will lead only to a report under Section 241 of the Act and ultimately a prosecution under section 242 of the Act against the Directors/ Principal officers of the Company, which

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would not dilute or affect the scheme of amalgamation.

20. Highlighting the advantages of the amalgamation, learned counsel submitted that SIL being a subsidiary of SGL, the amalgamation between both the said companies would entail several benefits for both the companies, including consolidation of the management, control and operation of both companies thereby resulting in considerable savings by elimination of duplication of administrative expenses etc. Moreover, according to the learned counsel, the shareholders of SIL, including the appellant, will also stand to gain tremendously by allotment of shares of SGL, a very healthy company. As per the amalgamation scheme, the shareholders of SIL will get one share of SGL, against five shares held by them in SIL. Learned counsel submitted that 99.68% of the shareholders of both the appellants, viz. SIL and SGL having approved the scheme, allowing a scheme of amalgamation to be stalled due to the pendency of an investigation or inspection would lead to a situation whereby any scheme for amalgamation can be held to ransom by a minority shareholder, like in the instant case, where the first respondent /complainant had voluntarily offloaded 5,31,950 shares pursuant to a voluntary offer made by SGL out of total 5,89,400/- shares held by him in SIL.

21. Assailing the observation of the appellate Bench that the same person viz. the Registrar of Companies ought not to have filed both Affidavits himself as delegate of Regional Director as well as the Official Liquidator, learned counsel urged that as Section 448(1) (a) of the Act contemplates the possibility of part time Official Liquidators, there was nothing improper in the approach of the Registrar in as much as the Registrar had filed both the affidavits on 10^th August, 2006, and the same had to be read together, which disclosed all relevant materials. Additionally, it was urged that the Single Judge had rightly concluded that a scheme of amalgamation, which is just and fair, cannot be rejected merely because the Official Liquidator had failed in his duty in placing the correct position before the Court.

22. Learned counsel then submitted that in Life Insurance Corporation of India vs Escorts Ltd & Ors, “this court has held that the functioning of a company was akin to that of a parliamentary democracy wherein the overall control is exercised, by the majority of the

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shareholders. In the instant case, majority of the shareholders had approved the scheme of amalgamation despite having full knowledge of the proceedings against the companies and the prima facie findings. Moreover, Section 395 of the Act provides the power to acquire shares of the shareholders dissenting from the scheme if the said scheme has been approved by the holders of not less than nine-tenth in value of the shares of whose transfer is involved.

23. Mr. Raval, the learned Additional Solicitor General, on the other hand, relying on a decision of the Gujarat High Court in Wood Polymer Ltd., In re¹², submitted that since the sanctioning of a scheme of amalgamation has the effect of imposing it on dissenting members, before exercising the 0power conferred on it by Section 391(2) of the Act, the Court needs to examine the scheme in its proper perspective. Learned counsel urged that it cannot be argued that merely because statutory formalities are duly carried out, the Court has no option but no sanction the scheme. Learned counsel also submitted that since inspection reports had been received by the Registrar of Companies and Official Liquidator, respectively on 19^th October, 2006 and 15^th November, 2006. i.e. after the filling of affidavit by them on 10^th August, 2006, under section 394 of the Act, no fault can be found with their affidavits. It was asserted that since serious irregularities had been found in the affairs of both SGL and SIL, cheating the minority shareholders of SIL, the order sanctioning amalgamation of the said companies cannot be permitted to be used for thwarting the investigations. Thus, the learned Additional Solicitor General supported the impugned order.

24. Mr. Amar Dave, learned counsel appearing for respondent No. 1 contended that the provisions of Chapter V of part VI of the Act were intended to introduce a system of checks and balances to promote the interests of shareholders, creditors and society at large so as to promote a healthy corporate governance culture, and the Courts should adopt an interpretation that advances this object.

25. Learned counsel urged that in the instant case the provisions of Section 393(1) (a) of the Act had not been complied with in as much as all material facts were not placed before the

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shareholders, in particular the preliminary letters of findings addressed to the Managing Director of SIL by the Inspector pursuant to the inspection under Section 209A of the Act on 28^th September, 2005. According to the learned counsel, a mere enclosure of an extract of covering letter dated 17^th February, 2006 cannot be construed as sufficient compliance with the mandate of Section 393(1) (a), as the said letter did not disclose the details of the findings to the effect that the affairs of the company had been conducted in a manner which was prejudicial to the interests of its members. Relying on the decision of this Court in Miheer H. Mafatlal Vs. Mafatlal Industries Ltd. learned counsel contended that sufficient information had not been disclosed to the shareholders so as to enable them to take an informed decision.

26. Learned counsel contended that in light of the dictum laid down in Miheer H. Mafattal (supra); Bedrock Ltd., In re¹⁴ and T. Mathew vs Smt Saroj G. Poddar¹⁵, the companies had violated the provisions of the proviso to Section 391(2) of the Act in as much as SIL and SGL had not disclosed the pendency of the criminal proceedings against the companies and its directors, and of proceedings under Section 209A of the Act. Learned counsel submitted that proceedings under Section 209A of the Act would fall under the category “and of the like” as mentioned in the proviso to Section 391(2) of the Act, as every material fact which could affect the Company Court’s discretion has to be disclosed. Moreover, both the companies had not disclosed the final inspection reports under Section 209A of the Act, and the same was brought on record by respondent No. 1 . Learned counsel further submitted that the petitioner has failed to disclose even before this Court, that the Serious Fraud Investigation Office (SFIO) was conducting an investigation into the affairs of the company under the provisions of Section 235 of the Act, and even though the investigation proceedings arose later, the obligation under the proviso of section 391 (2) is a continuing obligation and therefore, the applicant was obliged to disclose the same before this Court as well.

27. Learned counsel strenuously urged that the reports submitted by the Registrar as delegate of the Regional Director and as Official Liquidator were clearly in violation of the mandate of the proviso to section 394(1) of the Act, in as much as despite being in

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possession of the inspection reports prepared by the Inspecting Officer of the Ministry of Company Affairs, the Official Liquidator filed a misleading affidavit before the Company Court, reporting “that the affairs of the transferor Company were not being conducted in a manner prejudicial to the interests of its members or to the public interest”. It was alleged that the affidavit submitted by the Official Liquidator was solely based on the report of one M/s S. R. Kenkre & associates, Chartered Accountants, who in turn had based their entire report on the information supplied by the Company, without any independent verification. Relying on the decisions in Securities and Exchange Board of India Vs. Sterlite Industries (India) Ltd.¹⁶, Modus Analysis Information P. Ltd & Ors, In re ¹⁷; Miheer H. Mafatlal (supra); Larsen and Toubro Limited; In re ¹⁸; Wood Polymer (supra) & T. Mathew (supra), learned counsel argued that the Division Bench had rightly concluded that the mandate of section 394 had not been complied with thereby raising a statutory embargo on the approval of the scheme of amalgamation . Further , the disclosure of all material information to the shareholders, which included the pendency of criminal proceeding ; inspection proceedings under section 209A of the Act, and proceedings under section 235 of the Act in the report of the official Liquidator under section 394(1)of the Act constitute jurisdictional requirements, and unless all of them were satisfied, the Company Court had no jurisdiction to sanction the scheme. In support, reliance was placed on the decision of this court in Corona Ltd. Vs. Parvathy Swamina than & Sons¹⁹

28. Learned counsel then contended that the fact of huge siphoning off the funds from the transferor company (SIL) to the transferee company (SGL) being within the knowledge of the Company Court, it should not have sanctioned the scheme, as the distinction between the wrongdoer and the beneficiary gets effaced due to sanctions of law. Learned counsel also argued that under the attending circumstances the swap ratio of 1 share of the transferee company for 5 shares of the transferor company was also unfair, especially when the valuers did not have an opportunity to examine the inspection reports under Section 209A of the Act.

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29. Reliance was placed on the decision in J.S. Davar & Anr: Vs. Dr. Shankar Vishnu Marathe & ors ²⁰, T. Mathew (Supra), Calcutta Industrial Bank Ltd., In re ²¹ and Travancove National & Ovilon Bank Ltd., In re ²², to contend that the proposed scheme was a ruse to stifle further inquiry into the affairs of the transferor and transferee company and their managements which have been initiated by the Ministry of Company Affairs, as also criminal and civil proceedings that may arise thereafter because after the amalgamation, it may not be possible to initiate any proceedings against the transferor company as it would cease to exist. Moreover, the proceedings under sections 244, 397, 398, 401, 402, 406, and 542 of the Act against the transferor company cannot be initiated against the transferee company even if the transferee company has undertaken to take over all the future liabilities of the transferor company. Learned counsel thus, asserted that in light of the serious findings in the inspection report under section 209A of the Act, sanction of the scheme would be detrimental to public interest, more so when on sanction of the scheme of amalgamation, the transferor company would cease to exist, losing its entity and in the process its functionaries will go scot free.

30. Relying on Miheer H. Mafatlal (supra), learned counsel contended that the proposed scheme of amalgamation was unconscionable, in as much as the minority shareholders of the transferor company have been oppressed, and in fact the “exit option” offered by the transferee company to the minority shareholders of transferor company on 5^th June 2003, at an extremely undervalued price of 30 per share was in violation of section 395 of the Act.

31. Lastly, learned counsel urged that though the decision of the majority of the shareholders, while sanctioning the scheme, is of paramount importance, but in the instant case, since 99.80% of the votes of the transferor company were those of the transferee company itself, the significance of the majority decision was of no relevance and, therefore, under these circumstances the Company Court was required to ensure that the rights of the minority were not trammeled upon, as observed in Miheer H. Mafatlal ( supra); Bedrock Ltd. ( supra) T. Mathew (supra); J. S. Davar (supra) and Calcutta Industrial Bank Ltd. (supra).

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32. Before addressing the issues raised, it will be useful to survey the relevant provisions contained in Chapter V of part VI of the Act, which deal with “Arbitrations, compromises, arrangements and reconstructions”. Section 391 of the Act, clothes the Court with the power to sanction a compromise or arrangements made by a company with its creditors and members. It reads as follows:-“S.391. Power to compromise or make arrangements with creditors and members.- (1) Where a compromise or arrangement is proposed-

(a) between a company and its creditors or any class ofthem; or

(b) between a company and its members or any class ofthem;

The Court may, on the application of the company or of any creditor or member of the company, or in the case of a company which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Court directs.

(2) If a majority in number representing three-fourths in value of the creditors, or class of creditors, or of the members or class of members as the case may be present and voting either in person or, where proxies are allowed under the rules made under Section 643, by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors, all the creditors of the class, or all the members, or all the members of the class, as the case may be, and also on the company, or, in the case of the company which is being wound up, on the liquidator and contributories of the company: Provided that no order sanctioning any compromise or arrangement shall be made by the Court unless the Court is satisfied that company or any other person by whom an application has been made under sub-section (1) has disclosed to the Court, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report on the accounts of the company, the pendency of any investigation proceedings in relation to the company under Sections 235 to 251, and the like.”

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Section 394 of the Act, lays down the procedure for facilitating reconstruction and amalgamation of companies, it reads as under:“S.394 Provisions for facilitating reconstruction and amalgamation of companies: -

(1) Where an application is made to the Court under Section 391 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the Court-

(a) that the compromise or arrangements has been proposed for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies; and (b)that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme ( in this section referred to as a ‘transferor company’) is to be transferred to another company (in this section referred to as ‘the transferee company’)

The Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters:-

(i) the transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company; (ii)the allotment or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which, under the compromise or arrangement, are to be allotted or appropriated by the company to or for any person; (iii) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (iv)the dissolution, without winding up, of any transferor company; (v)the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement; and (vi)such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out; provided that no compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the amalgamation of a company, which being wound up, with any other company or companies, shall be sanctioned by the Court unless the Court has received a report from the Company Law Board or the Registrar that the affairs of the company have not been conducted in a

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manner prejudicial to the interests of its members or to public interest: Provided further that no order for the dissolution of any transferor company under clause (iv) shall be made by the Court unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the Court that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.”

33. It is plain from the afore-extracted provisions that when a scheme of amalgamation/merger of a company is placed before the Court for its sanction, in the first instance the Court has to direct holding of meetings in the manner stipulated in Section 391 of the Act. Thereafter before sanctioning such a scheme, even though approved by a majority of the concerned members or creditors, the Court has to be satisfied that the company or any other person moving such as application for sanction under sub-section (2) of Section 391 has disclosed all the relevant matters mentioned in the proviso to the said sub-section. First proviso to Section 394 of the Act stipulates that no scheme of amalgamation of a company, which is being wound up, with any other company, shall be sanctioned by the Court unless the Court has received a report from the Company Law Board or the Registrar to the effect that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest. Similarly, second proviso to the said Section provides that no order for the dissolution of any transferor company under clause(iv) of sub-section (1) of Section 394 of the Act shall be made unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the Court that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to public interest. Thus, Section 394 of the Act casts an obligation on the Court to be satisfied that the scheme of amalgamation or merger is not prejudicial to the interest of its members or to public interest.

34. Therefore, while it is trite to say that the court called upon to sanction a scheme of amalgamation would not act as a court of appeal and sit in judgment over the informed view of the concerned parties to the scheme, as the same is best left to the corporate and commercial wisdom of the parties concerned, yet it is clearly discernible from a conjoint reading of the aforesaid provisions that the Court before whom the scheme is placed, is

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not expected to put its seal of approval on the scheme merely because the majority of the shareholders have voted in favour of the scheme. Since the scheme which gets sanctioned by the court would be binding on the dissenting minority shareholders or creditors, the court is obliged to examine the scheme in its proper perspective together with its various manifestations and ramifications with a view to finding out whether the scheme is fair, just and reasonable to the concerned members and is not contrary to any law or public policy. (See : Hindustan Lever Employees Union V. Hindustan Lever Ltd. & Ors ²³) The expression is incapable of precise definition. It cannotes some matter which concerns the public good and the public interest (see: Central Inland Water Transport Corporation Limited & Anr Vs. Brojo Nath Ganguly & Anr²⁴)

35. In Miheer R. Mafatlal (supra), this Court had, while examining the scope and ambit of jurisdiction of the Company Court, called out the following broad contours of such jurisdiction:

1. The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by Section 391(1)(a) have been held.

2. That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391 sub-section (2).

3. That the meeting concerned of the creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as a whole so as to legitimately bind even the dissenting members of that class.

4. That all necessary material indicated by Section 393(1) (a) is placed before the voters at the meetings concerned as contemplated by Section 391 sub-section (1)

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5. That all the requisite material contemplated by the proviso of sub-section (2) of Section 391 of the Act is placed before the Court by the applicant concerned seeking sanction for such a scheme and the Court gets satisfied about the same.

6. That the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and is not contrary to public policy. For ascertaining the real purpose underlying the scheme with a view to be satisfied on this aspect, the Court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously X-ray the same.

7. That the Company Court has also to satisfy itself that members or class of members or creditors or class of creditors, as the case may be, where acting bona fide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter comprising the same class whom they purported to represent.

8. That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent man of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant.

9. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction.”

36. It is manifest that before according its sanction to a scheme of amalgamation, the Court has to see that the provisions of the Act have been duly complied with; the statutory majority has been acting bona fide and in good faith and are not coercing the minority in order to promote any interest adverse to that of the latter comprising the same class whom

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they purport to represent and the scheme as a whole is just, fair and reasonable from the point of view of a prudent and reasonable business man taking a commercial decision.

37. Thus, the first question is as to whether the appellant and SGL had disclosed sufficient information to the share holders so as to enable them to arrive at an inform decision? The proviso to Section 391(2) requires a company “disclose pendency of any investigation in relation to the company under Sections 235 to 351, and the like.” Though it is true that inspection under Section 209A of the Act, strictly speaking, may not be in the nature of an investigation, but at the same time it cannot be construed as an innocuous exercise for record, in as much as if anything objectionable or fraudulent in the conduct of the affairs of the company is detected during the course of inspection, it may lay the foundation for the purpose of investigation under Sections 235 and 237 of the Act, as is the case here. Therefore, existence of proceedings under Sections 209A must be disclosed in terms of the proviso to Section 391(2). In any event, we are of the opinion that since the said issue is a question of fact, based on appreciation of evidence, and both the Courts below have held that the information supplied was sufficient, particularly in light of the order passed by the Single Judge on 18^th March, 2006, we are not inclined to disturb the said concurrent finding of the Courts below particularly when it is not shown that the said finding suffers from any demonstrable perversity. (See: Firm Sriniwas Ram Kumar Vs. Mahabir Prasad & Ors ²⁵ and Ganga Bishnu Swai Ka Vs. Calcutta Pinj Vapole Society²⁶)

38. The next issue that arises for our determination is whether the Division Bench was correct in holding that the affidavit filed by the Official Liquidator was vitiated on account of non-disclosure of all material facts. From a bare perusal of the affidavit dated 10^th February, 2006, it is manifest, ex facie, that before filing the affidavit, the said official had not examined and applied its mind to the findings contained in the inspection report under Section 209A of the Act. While it is true that it was not within the domain of the Official Liquidator to determine the relevancy or otherwise of the said report, yet he was a obliged to incorporate in his affidavit the contents of the inspection report. We are convinced that the official liquidator had failed to discharge the statutory burden placed on him under the second proviso to Section 394(1) of the Act.

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39. An Official Liquidator acts as a watchdog of the Company Court, reposed with the duty of satisfying the Court that the affairs of the company, being dissolved, have not been carried out in a manner prejudicial to the interests of its members and the interest of public at large. In essence, the Official Liquidator assists the Court in appreciating the other side of the picture before it, and it is only upon consideration of the amalgamation scheme, together with the report of the Official Liquidator, that the Court can arrive at a final conclusion that the scheme is in keeping with the mandate of the Act and that of public interest in general. It, therefore, follows that for examining the questions as to why the transferor- company came into existence; for that purpose it was set up; who were its promoters; who were controlling it; what object was sought to achieved by dissolving it and merging with another company, by way of a scheme of amalgamation, the report of an official liquidator is of seminal importance and in fact facilitates the company judge to record its satisfaction as to whether or not the affairs of the transferor company had been carried on in a manner prejudicial to the interest of the minority and to the public interest.

40. In the present case, we are unable to appreciate why the Official Liquidator, who was aware of the inspection report dated 17^th February, 2006 under Section 209A containing adverse comments on the affairs of both the companies, relied only on the report of the auditors, which admittedly was not even verified. We can only lament the conduct of the official liquidator.

41. Having held that the Official Liquidator had failed to discharge the duty cast on him in terms of the second proviso to Section 394(1) of the Act, the next issue that requires consideration is whether sanction of a scheme of amalgamation can be held up merely because the conduct of an Official Liquidator is found to be blameworthy? We are of the view that it will neither be proper nor feasible to lay down absolute parameters in this behalf. The effect of misdemeanor on the part of the official liquidator on the scheme as such would depend on the facts obtaining in each case and ordinarily the Company Judge should be the final arbiter on that issue. In the instant case, indubitably, the findings in the report under Section 209A of the Act were placed before the Company Judge, and he had considered the same while sanctioning the scheme of amalgamation. Therefore, in the facts and circumstances of the present case, the Company Judge had, before him, all

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material facts which had a direct bearing on the sanction of the amalgamation scheme, despite the aforestated lapse on the part of the Official Liquidator. In this view of the matter, we are of the considered opinion that the Company Judge, having examined all material facts, was justified in sanctioning the scheme of amalgamation, particularly when the current investigation under Section 235 of the Act was initiated pursuant to a complaint filed by respondent No. 1 subsequent to the order of the Company Judge sanctioning the scheme.

42. For the foregoing reasons, the appeals are allowed, and the impugned judgment is set aside. Consequently, the order passed by the Company Judge sanctioning the scheme of amalgamation is restored. However, it is made clear that the scheme of amalgamation will not come in the way of any civil or criminal proceedings which may arise pursuant to the action initiated under Sections 209A or 235 of the Act, or any criminal proceedings filed by respondent No. 1.

43. In the facts and circumstances of the case, there will be no order as to costs.

(D. K. JAIN, J.)

(H. L. DATTU, J.)

NEW DELHI :

FEBRUARY 7, 2011.

ARS

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IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY PETITION NO. 11 OF 2012

WITH

COMPANY APPLICATIONS N0. 2/2013. 3/2013 &

4/2013 WITH

COMPANY PETITION NO. 12 OF 2012

WITH

COMPANY APPLICATIONS NO.S/2013. 6/2013 &

7/2013.

COMPANY PETITION NO. 11 OF 2012

Sesa Goa Limited, a Company incorporated under the Companies Act, 1956 and having its registered Office at Sesa Ghar, 20, EDC Complex, Patto, Panaji 403001, State of Goa. Petitioner/
Company.

COMPANY APPLICATIONS N0.2/2013. 3/2013 &

4/2013.

Sesa Goa Limited, a Company incorporated under the Companies Act, 1956 and having its registered Office at Sesa Ghar, 20, EDC Complex, Patto, Panaji 403001, State of Goa. Petitioner.  

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                  V/s Shailesh Bajaj. Objector/  
Applicant.

COMPANY PETITION NO. 12 OF 2012

Sesa Goa Limited, a Company incorporated under the Companies Act, 1956 and having its registered Office at Sesa Ghar, 20, EDC Complex, Patto, Panaji 403001, State of Goa. Petitioner/
Company.

COMPANY APPLICATIONS NO.S/2013. 6/2013 &

7/2013.

Sesa Goa Limited, a Company incorporated under the Companies Act, 1956 and having its registered Office at Sesa Ghar, 20, EDC Complex, Patto, Panaji 403001, State of Goa.	Petitioner.
V/s
Shailesh Bajaj.	Objector/   Applicant.

Mr. I. Chagla, Senior Advocate with Mr. V. Tulzapurkar, Senior Advocate with Mr. Riyaz Chagla, P. Wagle and Mr. D.

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Lawande, Advocates for the petitioner Company.

Mr. Shailesh H. Bajaj, the Objector/Applicant in person.

CORAM : V.M. KANADE j.

judgment reserved on :        8th February, 2013

judgment pronounced on:         3rd April, 2013

ORAL JUDGMENT:

Both these petitions and applications taken out therein by the Objector can be disposed of by a common order since the petitioner company in both the petitions and the objector who has taken objection to the scheme of amalgamation are the same.

2. After the company petition was filed, objections were filed by the objector Shailesh H. Bajaj and he also filed three applications in each of the petitions. In Company Petition No.IIof 2012, he has filed company application No. 2/2013, 3/2013 and 4/2013 and similar applications have been filed by him seeking identical prayers vide Company Applications No.S/2013, 6/2013 and 7/2013 in Company Petition No. 12/2012. After the applications were heard for sometime, this Court was pleased to direct that both, the applications and the company petitions, should be heard

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together.

3. Brief facts are as under :

(I) Company Petition No.II/2012 was filed in this Court seeking sanction to the scheme of amalgamation (concurrent scheme of Ekaterina Limited (Ekaterina) with Sesa Goa Limited).

(II) Ekaterina Limited is a company based in Mauritius.

(III) Company Petition No.12/2012 has been filed in this Court, seeking sanction to the Scheme of Amalgamation and Arrangement (Composite Scheme) amongst Sterlite Industries (India) Limited (SilL), The Madras Aluminium Company Limited (MACO), Sterlite Energy Limited (SEL), Vedanta Aluminium Limited (VAL) and Sesa Goa Limited which is the petitioner herein. The petitioner Company is a trasferee company, which is registered in Goa and as such, the present petition has been filed in this Court. The transferor companies have filed their petitions in the appropriate Courts having jurisdiction over them.

(IV) So far as Ekaterina is concerned, the concurrent scheme has been approved by the Supreme Court of Mauritius by order dated 24th August, 2012.

(V) The company petitions filed by SilL, MALCO,

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SEL and VAL for sanction of the Composite Scheme have been heard by High Court of Judicature at Madras and the judgment has been reserved by the Honourable Court on the said Company Petitions. In both the petitions, therefore, it is prayed that the Scheme of Amalgamation referred to in the petitions be sanctioned by this Court, so as to be binding on all the equity shareholders of the petitioner Company and on the petitioner Company and for orders in respect of such incidental, consequential and supplemental matters as are necessary to secure that the scheme is fully and effectively carried out.

4. Shri Shailesh Bajaj has filed his objections and is representing himself and his family members. He has filed his objections-affidavit dated 21st August, 2012 and reply-affidavits have been filed by the petitioner company. Rejoinder-affidavit also has been filed by the objector. During the pendency of the petition, Shri Shailesh Bajaj (hereinafter, referred to as “the objector”) has filed Company Application No.2/2013 in company Petition No. 11/2012 and a corresponding application in Company Petition No.12/2012, seeking the following reliefs :

“ 7(a) necessary notices be issued to FII’s such as “Robeco”, “City of New York Group Trust”, “Eaton Vance” and “Stitching

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Pensioenfonds” and their respective custodians viz. Deutsche Bank A.G., JP Morgan Chase Bank N.A. directing them to file their individual Affidavits in the present petition stating the stance taken by the each of the aforesaid FII’s on the resolution concerning the present scheme of merger and the instructions given by the said FII’s to their respective custodians in terms of voting on the resolute concerning the approvaljdisproval of the present scheme and the manner in which the said custodian cast the vote on behalf of the concerned FII;

(b) this Honourable Court may summon the papers concerning the declaration of invalid votes from the Petitioner Company and direct the Official Liquidator/Registrar of Companies, Goa to scrutinize the said votes and file a report in this Honourable Court concerning their validity/ invalidity;

(c) this Honourable Court may decide the issue of authenticity and credibility of the Report submitted by the Chairman of the Petitioner in respect of the results of the Court convened meeting as a preliminary issue

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before dealing with the other aspects of the present Petition, if found necessary;

(d) any other and further directions that may be issued in view of the facts and circumstances of the present matter by this Honourable Court as deemed fit and proper.”

Vide Company Application No.3/2013 in Company Petition No.II/2012, along with corresponding application filed in company Petition No. 12/2012, he is seeking the following reliefs :

“ 7 (a) necessary direction be issued to the Central Government to produce the papers, files (including the processing note, examination note etc.) and other documents in relation to the actions taken and/or contemplated to be taken by the Ministry of Corporate Affairs in terms of reimbursement of the amount of Rs.1,000 crores that has been siphoned away from the Petitioner Company as per the findings arrived at by the SFIO in its Report dated 29th April, 2011;

(b) necessary direction be issued to the Central Government to produce the papers, files (including the processing note, examination note etc.) and other documents

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in relation to the actions taken and/or contemplated to be taken by the Ministry of Corporate Affairs in terms of supersession of the board of directors of the Petitioner Company in view of the findings arrived at by the SFIO in its Report dated 29th April, 2011;

(c) any other and further directions that may be issued in view of the facts and circumstances of the present matter by this Honourable Court as deemed fit and proper.”.

Similarly, in Company Application No.4/2013 in Company Petition No.II/20 1 2 and the corresponding application filed in company Petition No. 12/2012, he has prayed for the following reliefs :

“9 (a) necessary direction be issued to the Petitioner to produce the Valuation Reports compiled by Grant Thornton LLP and KPMG India Private Limited and the Fairness Opinion Report compiled by Citigroup Global Markets India Private Ltd. in this Honourable Court;

(b) necessary direction be issued to the directors/concerned personnel of Grant Thornton LLP and KPMG India Private Limited

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and Citigroup Global Markets India Private Ltd. to file their respective affidavits in this Honourable Court stating whether the Petitioner Company had furnished the SFIO Report to them for the purpose of arriving at the exchange/swap ratio in the present proceedings and whether the valuations arrived at by them had taken into consideration the contents of the said SFIO Report;

(c) any other and further directions may be issued in view of the facts and circumstances of the present matter by this Honourable Court as deemed fit and proper.”.

5. The petitioner company has annexed the Memorandum and Articles of Association of the SGL and has stated that the petitioner is a producer and exporter of iron ore, pig iron and metallurgical coke and that the equity shares of the petitioner are listed on the BSE Limited and the National Stock Exchange of India Limited. The petitioner has enumerated the objects of the Company which is established to carry on the business in India and abroad. The petitioner then has given the details of Ekaterina (Transferor company) and also the share capital of Ekaterina for the period

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December 21, 2011 to April 1, 2012. The main objects of Ekaterina, the decision taken by the Board of Directors, along with the resolution approving the scheme have been stated. The particulars of the scheme have been mentioned in the petition regarding transfer and vesting, conduct of businesses till effective date, dissolution of Ekaterina, and consideration. The petitioner Company has annexed all the relevant documents along with the petition, including explanatory statement under Section 393 of the Companies Act, and the judgments.

6. The objector filed his affidavit and has, inter alia, objected to the scheme of amalgamation on the following grounds in the affidavit in reply :

(A) Non-disclosure of relevant material to this Honourable Court under the provisions of Section 391(2) of the Act;

(B) Non-disclosure of relevant and necessary information to the shareholders of the petitioner Company under the provisions of Section 393 of the Companies Act;

(C) Skewed Exchange/Swap Ratio;

(D) that it is against public policy and public interest;

(E) unconscionable nature of the scheme inasmuch as the interests of the minority shareholders of the petitioner

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Company have been completely overlooked.

(F) Stifle further action in terms of the Serious Frauds Investigation Report;

(G) Real reason and rationale behind the proposed Scheme has not been mentioned;

(H) transfer of Vedanta Resources Pic.’s holding of 38.80 % in Cairn India Ltd. along with associated debt of $5.9 billion;

(I) the validity of the votes cast in the Court convened meeting and the validity of the Chairman’s Report concerning the same.

The objector has annexed Serious Fraud Investigation Office, Ministry of Corporate Affairs’s report.

7. Reply affidavit has been filed by the petitioner to the affidavit filed by the objector, explaining the detailed objections which are raised along with the relevant documents.

8. Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai also has filed a report and has stated that as regards para 6(D)(i) and 6(D)(ii), the objections raised by the petitioner have some force in the eye of law. However, the Regional Director has stated that having participated in the General Body Meeting and having

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not raised at the appropriate platform, the validity of the objections raised by the objector may be considered by the High Court. He has further stated that so far as para 6(D)(iii) and 6(D)(iv) is concerned, the facts relate to matters considered at the meeting of shareholders and are part of the indoor management of the company and therefore, the Regional Director is not in a position to make any comments and further for the reason that no supporting documents are annexed in support of the allegations. Save and except, as stated in Clause 6(A), (B), (C) and (D), the Regional Director, however, has stated that the scheme is not prejudicial to the interest of shareholders and public.

9. Similar objections have been taken in Company Petition No. 12/2012 and they have been replied by the petitioner Company and the Regional Director.

10. The objector who appears in person has, in context of the objections which are raised by him, relied on the prayers made by him in the three company applications and has prayed that before hearing the matters any further, initial order may be passed on the said application. We had made clear that the prayers in the said applications would be considered along with other objections which are raised by the objector.

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11. Mr. Chagla, learned Senior Counsel appearing on behalf of the petitioners placed on record sequence of relevant facts and circumstances, which are as under :

(I) On 25th February, 2012, the Board of Directors of Ekaterina and the Petitioner Company approved the Concurrent Scheme, including the share exchange ratio;

(II) On 25th February, 2012 itself, the Board of Directors of the petitioner Company, SilL, MALCO, SEL and VAL approved the Composite Scheme and the share exchange ratio(s) after considering the Valuation Report of Grant Thornton India LLP and KPMG India Private Limited, the independent valuers and the fairness opinions of Citi Group Global Markets India Private Limited (to the Board of Directors of the petitioner) and DSP Merill Lynch Private Limited (to the Board of Directors of SilL).

(III) On 2nd April, 2012 and 12th April, 2012, the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited, respectively granted their no objection to the Concurrent Scheme.

(IV) On 2nd April, 2012 and 12th April, 2012 itself, the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited, respectively granted their no objection to the Composite Scheme.

(V) On 23’d April, 2012, the Competition

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Commission of India approved the proposed combination, including the proposed combination including the transaction as proved for in the Concurrent Scheme and the Composite Scheme.

(VI) On 26th April, 2012, the High Court of Judicature at Madras dispensed with the convening of the meeting of the Equity Shareholders of SEL in view of the consent affidavits given by all Equity Shareholders to the Composite Scheme.

(VII) On 26th April, 2012, itself, the High Court of Judicature at Madras dispensed with the convening of the meeting of the Equity Shareholders of VAL in view of the consent affidavits given by all Equity Shareholders and Preference Shareholders to the Composite Scheme.

(VIII) On 19th June, 2012, the Equity Shareholders of the petitioner approved the Composite Scheme at the court convened meeting with the requisite majority as prescribed under Section 391(2) of the Companies Act, 1956.

(IX) On 19th June, 2012 itself, the Equity Shareholders of the petitioner approved the Concurrent Scheme at the court convened meeting with the requisite majority as prescribed under Section 391(2) of the Act.

(X) On 21st June, 2012, the Equity Shareholders of SilL approved the Composite Scheme at the court convened

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meeting.

(XI) On 23’d June, 2012, the Equity Shareholders of MALCO approved the Composite Scheme at the court convened meeting.

(xii) On 29th June, 2012, the Foreign Investment Promotion Board of India approved the transaction as proposed in the Concurrent Scheme.

(XIII) On 2nd August, 2012, the advertisement of the petition in accordance with Rule 80 of the Companies (Court) Rules, 1959 with respect of the Company Petition No. 11 of 2012 was published in the Navhind Times and Sunaprant newspapers.

(XIV) On 2nd August, 2012 itself, the advertisement of the petition in accordance with Rule 80 of the Companies (Court) Rules, 1959 with respect of the Company Petition No. 12 of 2012 was published in the Navhind Times and Sunaprant newspapers. (XV) On 24th August, 2012, the Supreme Court of Mauritius approved the Concurrent Scheme.

Learned Counsel for the petitioner Company then invited our attention to the contours of the jurisdiction of the Company Court while sanctioning the scheme of arrangement, having been laid down by the Supreme Court. He relied on judgments of the Apex Court in Mihir Mafatlal

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vs. Mafatlal Industries Ltd.¹ (paras 27, 28 and 29) and in Hindustan Lever Employees Union vs. Hindustan Lever Ltd., and others² (paras 3, 4 and 6). He submitted that the petitioners had duly complied with the statutory provisions under the Act and the Rules and the requisite meeting as directed by this Court had been convened and the scheme was approved by the equity shareholders in terms of section 391(2) of the Act. The relevant material under Section 391 of the Act was provided to the equity shareholders and/or made available for inspection. It was submitted that the scheme is not violative of any provision of law and is not contrary to the public policy. He submitted that the scheme is just, fair and it advances the interest of the petitioner and their shareholders. He, therefore, submitted that the scheme may be sanctioned. He has relied on a number of Judgments which I will refer to at later stage.

12. Shri Bajaj has filed his objections. Firstly, he submitted that the three applications filed in the company petitions should be allowed. It was submitted that so far as Company Application No.2/2013 in Company Petition No.II/20 1 2 is concerned, notices be issued to Fils such as “Robeco”, “City of New York Group Trust”, “Eaton Vance”, etc., and their respective custodians viz. Deutsche Bank A.G.,

1 (1997) 1 sec 579

2 1995 Supp (1) sec 499

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JP Morgan Chase Bank N.A. directing them to file their individual Affidavits stating the stance taken by the each of the aforesaid Fils on the resolution concerning the present scheme of merger and the instructions given by the said Fils to their respective custodians. It is further prayed that this Court should summon the papers concerning the declaration of invalid votes and direct the Official Liquidator to scrutinize the said votes. Thirdly, it is contended that the issue of authenticity and credibility of the report submitted by the Chairman of the petitioner in respect of the results of the Court convened meeting, may be decided first. It was contended that though on record it can be seen that Fils had given specific instructions not to vote in favour of the scheme, a part of the votes have been given against the scheme and, therefore, it was necessary to ask the Fils and their respective custodians to file affidavits.

In my view, such an exercise cannot be permitted in a petition which is filed under Section 391 of the Act for grant of sanctionof the scheme of amalgamation. Secondly, even otherwise, the stand taken by such Fils and their custodians now after voting is over would be irrelevant and could be an afterthought and would not be germane for the purpose of considering a petition which is filed under Section 391 seeking sanction for the

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scheme. Similarly, other prayers namely direction to the Official Liquidator to scrutinize the votes, also is an exercise which cannot be carried out after the Chairman of the said meeting who is a Retired Chief Justice of the High Court under whose supervision the said meeting was held. It would only amount to granting permission to carry out the exercise of determining the validity of the votes, after the individual scrutinizers have submitted the report. The same is the case with prayer clause (c). In view of this, it is not possible to consider the reliefs which are claimed by the objector in this application.

13. So far as Company Application No.3/2013 is concerned, in the said application it is claimed that directions be given to the Central Government to produce the papers and other documents in respect of the actions taken or contemplated to be taken by the Ministry of Corporate Affairs in terms of reimbursement of the amount of Rs.1,000 crores that has been siphoned away from the Petitioner Company as per the findings arrived at by the SFIO in its Report dated 29th April, 2011 and seeking further direction to produce the necessary files, etc., in respect of the action taken by the Ministry of Corporate Affairs in terms of the supersession of the Board of Directors in view of the report. In my view, so far as these prayers are concerned, they have nothing to do

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with the grant of sanction of the scheme which is filed for amalgamation. It is well settled position in law that any pending investigation or proceedings cannot come in the way of the Court considering the grant of sanction under Section 391 of the Act.

14. In Company Application No.4/2013, it is prayed that necessary direction be issued to produce the Valuation Reports compiled by Grant Thornton LLP and KPMG India Private Limited and the Fairness Opinion Report compiled by Citigroup Global Markets India Private Ltd. and for a further direction, directing the concerned persons of the said expert to file their respective affidavits stating therein whether the Petitioner Company had furnished the SFIO Report to them. It has been contended that so far as SFIO Report is concerned, though a letter has now been shown which states that SFIO Report was in fact brought to the notice of the valuers, according to the objector, the said letter is fabricated and reality of the said SFIO Report was not placed before the valuers and for that purpose it is necessary to direct the said valuers to file their personal affidavits.

15. It has been consistently held that a Court cannot question the correctness or otherwise of an opinion given by the experts, since the Court is not equipped either with

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knowledge or with expertise to consider and give an opinion as to whether the expert opinion is correct or not reliable. In this view of the matter, in an inquiry under Section 391, the question ofdirection sought by the objector in this application cannot be granted. The experts have stated in their report the basis on which they have given their opinion. It is not now open for the objector to say that in fact a particular document which the valuers claim was shown to them, was in fact not shown. This Court is not expected to go into the disputed questions of fact and hold an inquisitorial inquiry when an application is filed under Section 391 of the Act, seeking sanction of the scheme. Such a power is not given to the Court under the provisions of Section 391 of the Act and the scope of the inquiry, therefore, is to a large extent limited which I shall consider while taking into consideration the powers of this Court which can be exercised when a petition is filed under Section 391 of the Act. It appears that the only intention of the objector is to delay and prolong the proceedings by filing frivolous applications and raising the objections which are based on conjectures and surmises and by creating hypothetical situations which are based on paranoid fears and apprehensions. All these applications, therefore, are dismissed and in my view, it is not necessary to issue the directions which are sought by the objector in these three applications. The three

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applications filed in Company Petitions No.II/2012 and 12/2012 are dismissed.

16. Before taking into consideration the rival submissions made by the learned Senior Counsel appearing on behalf of Petitioners and the Objector who is appearing in person, it would be relevant to take into consideration contours of the jurisdiction of the Company Court as also the ambit and scope of inquiry which is contemplated under section 391 of the Companies Act while sanctioning the scheme of arrangement/amalgamation. In order to appreciate the nature and scope of the inquiry under section 391 of the Companies Act, 1956, it would be necessary to firstly have a look at section 391 which reads as under:-

“391. Power to compromise or make arrangements with creditors and members- (1) Where a compromise or arrangement is proposed-

(a) between a company and its creditors or any class of them; or

(b) between a company and its members or any class of them; the Court may, on the application of the company or of any creditor or member of the company, or, in the case of a company, which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Court directs.

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(2) If a majority in number representing three-fourths in value of the creditors, or class of creditors, or members, or class of members as the case may be, present and voting either in person or, where proxies are allowed [under the rules made under section 643], by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors, all the creditors of the class, all the members, or all the members of the class, as the case may be, and also on the company, or, in the case of a company which is being wound up, on the liquidator and contributories of the company: [Provided that no order sanctioning any compromise or arrangement shall be made by the Court unless the Court is satisfied that the company or any other person by whom an application has been made under sub- section (1) has disclosed to the Court, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report on the accounts of the company, the pendency of any investigation proceedings in relation to the company under sections 235 to 351, and the like.]

(3) An order made by the Court under sub-section (2) shall have no effect until a certified copy of the order has been filed with the Registrar.

(4) A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the certified copy of the order has been filed as aforesaid, or in the case of a company not having a memorandum,

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to every copy so issued of the instrument constituting or defining the constitution of the company.

(5) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to [one hundred rupees] for each copy in respect of which default is made.

(6) The [Tribunal] may, at any time after an application has been made to it under this section, stay the commencement or continuation of any suit or proceeding against the company on such terms as the Court thinks fit, until the application is finally disposed of.”

The Apex Court in its several judgments has, after taking into consideration the said provisions of the Companies Act has summarized and succinctly laid down the scope of inquiry under the said provisions. In Miheeer H. Mafat/a/ vs. Mafat/a/ Industries Ltd¹ the Apex Court has observed in para 29 of its judgment as under:-

“29. ............... In view of the aforesaid settled legal position, therefore, the scope and ambit of the jurisdiction of the Company Court has clearly got earmarked. The following broad contours of such jurisdiction have emerged :

1. The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been

1 (1997) 1 sec 579

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complied with and that the requisite meeting as contemplated by Section 391(1) (a) have been held.

2. That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391 sub-section (2).

3. That the meetings concerned of the creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as a whole so as to legitimately bind even the dissenting members of that class.

4. That all the necessary material indicated by Section 393(1)(a) is placed before the voters at the concerned meetings as contemplated by Section 391 sub-Section (1).

5. That all the requisite material contemplated by the proviso of sub-Section (2) of Section 391 of the Act is placed before the Court by the applicant concerned seeking sanction for such a scheme and the Court gets satisfied about the same.

6. That the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and is not contrary to public policy. For ascertaining the real purpose underlying the Scheme with a view to be satisfied on this aspect, the Court, if

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necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously X-ray the same.

7. That the Company Court has also to satisfy itself that members or class of members or creditors or class of creditors as the case may be, were acting bona fide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter comprising of the same class whom they purported to represent.

8. That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant.

9. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction.

The aforesaid parameters of the scope and ambit of

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the jurisdiction of the Company Court which is called upon to sanction a Scheme of Compromise and Arrangement are not exhaustive but only broadly illustrative of the contours of the Court’s jurisdiction.”

Similarly, the Apex Court in Hindustan Lever Employees Union Vs. Hindustan Lever Ltd and Others¹ has taken into consideration the role of the court while making inquiry under section 391 of the said Act and has observed m paras 3,4, and 6 of its judgment as under:-

“3. But what was lost sight of was that the jurisdiction of the Court in sanctioning a claim of merger is not to ascertain with mathematical accuracy if the determination satisfied the arithmetical test. A company court does not exercise an appellate jurisdiction. It exercises a jurisdiction founded on fairness. It is not required to interfere only because the figure arrived at by the valuer was not as better as it would have been if another method would have been adopted. What is imperative is that such determination should not have been contrary to law and that it was not unfair to the shareholders of the company which was being merged. The Court’s obligation is to be satisfied that valuation was in accordance with law and it was carried out by an independent body. The High Court appears to be correct in its approach that this test was satisfied as even though the chartered accountant who performed this function was a Director of TOMCO but he did so as a member of a renowned firm of chartered accountants. His determination was further got

1 (1995) Supp. 1 sec 499

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checked and approved by two other independent bodies at the instance of shareholders of TOMCO by the High Court and it has been found that the determination did not suffer from any infirmity. The company court, therefore, did not commit any error in refusing to interfere with it. May be as argued by the learned counsel for the petitioner that if some other method would have been adopted probably the determination of valuation could have been a bit more in favour of the shareholders. But since admittedly more than 95% of the shareholders who are the best judges of their interest and are better conversant with market trend agreed to the valuation determined it could not be interfered by courts as,

“certainly, it is not part of the judicial process to examine entrepreneurial activities to ferret out flaws. The court is least equipped for such oversights. Nor, indeed, is it a function of the judges in our constitutional scheme. We do not think that the internal management, business activity or institutional operation of public bodies can be subjected to inspection by the court. To do so, is incompetent and imorooer and, therefore, out of bounds. Nevertheless, the broad parameters of fairness in administration, bona fides in action, and the fundamental rules of reasonable management of public business, if breached, will become justiciable.” [Fertilizer Corpn Kamagar Union (Regd) v. Union of India, (1981) 1 SCC 568, 588-89, para 47 : (1981) 2 SCR 52. See Buckley on Companies Act, 14’h Edn., pp. 473 & 474 and Palmer on Company Law, 23’d Edn., para 79.16.”

4. Nor is there much merit in the claim of the employees that their interest had not been adequately protected. The scheme of

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amalgamation provides that all the staff, workmen or other employees in the service of the transferor company (TOMCO) immediately preceding the effective date shall become the staff, workmen and employees of the transferee company. Clause 11.1 provides that their services shall be deemed to have been continuing and not have been interrupted. Clause 11.2 and 11.3 protect the interest by providing that the terms and conditions of such employees shall not be less favourable and all benefits such as PF etc shall stand transferred to HLL. The grievance of the employees that no safeguard has been provided for Hindustan Lever Employees’ Union appears to be off the mark as it is the interest of the employees of TOMCO which had to be protected. Even the submission that merger will create unemployment or it may result in many employees of TOMCO being rendered surplus does not carry much weight as these are matters which can be taken care of by the labour court if the contingency arises. The learned counsel for the petitioner time and again took strong exception to the observations made by the High Court that any dispute about retrenchment etc could be adjudicated by the labour court. He vehemently submitted that the availability of remedy after retrenchment should not have coloured the vision of the court to adjudicate upon the reasonableness of the scheme. The submission overlooks the primary duties and functions of a company court in matters of merger. When the court found that service conditions of the merged company shall not be to their prejudice it was fully justified in rejecting the claim of employees as it was neither unfair nor unreasonable. Further the court in its anxiety to be fair to the employees recorded the statement of the learned Advocate General who appeared for HLL that no employee of HLL has been rendered surplus and in such contingency the company has resorted to friendly handshake by either giving lump sum or pension. A scheme of amalgamation cannot be faulted on apprehension and speculation as to what

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might possibly haooen in future. The present is certain and taken care of by clauses 11.1.2 and 3 of the Scheme. And unfriendly throwing out being amply protected by taking recourse to labour court no unfairness arises, apparent or inherent. Nor the claim that merger shall result in ‘synergies’ can render the scheme bad. Improved technology and scientific methods result in better employment prospects. Anxiety should be to protect workers and not to obstruct development and growth. May be that advanced technology may reduce the manpower but so long as those who are working are protected they are not entitled to hinder modernisation or merger under misapprehension that future employment of same number of workers may stand curtailed. The wage differential arising between employees of two companies cannot result in making the merger unfair since the service conditions of TOMCO workers having been protected they cannot claim that unless they are paid the same emoluments as is being paid by Hindustan Lever the merger was unjust. Various subsidiary submissions that the workers, shareholders were not permitted to attend the meeting or that material facts were concealed from them, does not appear to be correct as when more than 95% of the shareholders have agreed to the valuation determined by the Chartered Accountant all these procedural irregularities cannot vitiate the determination.”

“6 Section 394 casts an obligation on the court to be satisfied that the scheme of amalgamation or merger was not contrary to public interest. The basic principle of such satisfaction is none other than the broad and general principles inherent in any compromise or settlement entered between parties that it should not be unfair or contrary to public policy or unconscionable. In amalgamation of companies, the courts have evolved, the principle of “prudent business management test” or that the scheme should not be a device to evade law. But

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when the court is concerned with a scheme of merger with a subsidiary of a foreign company then the test is not only whether the scheme shall result in maximising profits of the shareholders or whether the interest of employees was protected but it has to ensure that merger shall not result in impeding promotion of industry or shall obstruct growth of national economy. Liberalized economic policy is to achieve this goal. The merger, therefore, should not be contrary to this objective. Reliance on English decision Hoare & Co. Ltd. [1933 ALL ER Rep 105, Ch D]and Bugle Press Ltd. [1961 Ch 270 : (1960) 1 All ER 678 : (1960) 2 WLR 658] that the power of the court is to be satisfied only whether the provisions of the Act have been complied with or that the class or classes were fully represented and the arrangement was such as a man of business would reasonably approve between two private companies may be correct and may normally be adhered to but when the merger is with a subsidiary of a foreign company then economic interest of the country may have to be given precedence. The jurisdiction of the court in this regard is comprehensive.” (emphasis supplied)

The Apex Court in Hindustan Lever and another vs. State of Maharashtra and another¹ in para 12 of its judgment has observed as under: -

“12 Two broad principles underlying a scheme of amalgamation which have been brought out in this judgment are:

1. that the order passed by the court amalgamating the company is based on a compromise or arrangement arrived at

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between the parties;

and

2 that the jurisdiction of the Company Court while sanctioning the scheme is supervisory only i.e. to observe that the procedure set out in the Act is met and complied with and that the proposed scheme of compromise or arrangement is not violative of any provision of law, unconscionable or contrary to public policy. The Court is not to exercise the appellate jurisdiction and examine the commercial wisdom of the compromise or arrangement arrived at between the parties. The role of the court is that of an umpire in a game, to see that the teams play their role as per rules and do not overstep the limits. Subject to that how best the game is to be played is left to the players and not to the ump1re.

Both these principles indicate that there is no adjudication by the court on the merits as such.” (Emphasis supplied)

17. Keeping in view the provisions of section 391 and the law laid down by the Supreme Court in the aforesaid two cases as also the other judgments, it is now quite well settled that, firstly, the Court is not expected to sit in appeal over the commercial wisdom of the majority of shareholders of the Company who have given their seal of approval to the Scheme of amalgamation. The Court is expected to act as an umpire and dispassionately consider whether the procedure which is laid down under the said section has been followed

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meticulously, fairly and impartially and proper opportunity is given to all the shareholders and the creditors of the Company who has filed the Petition in order to ensure that sanction and approval of the Scheme is not obtained by suppression of material facts or that a decision is contrary to the interest of minority shareholders or creditors. Thirdly, it is not against the public policy or is illegal and contrary to the provisions of any Act or Rules. Once the Court is satisfied that a proper procedure has been followed, there is no suppression of material facts and documents then, in such circumstances, Court is not supposed to make a fishing and roving inquiry in hypothetical, imaginary and fanciful apprehension expressed by the objector of the scheme. The Court is expected to be guided by the experts’ opinion in respect of Fairness Report, Valuation Report and Feasibility Report given by the experts. The Court also is not expected to make a detailed inquiry to see whether the voting made in the meeting which is held is in accordance with law. The Court, therefore, is not expected to sit in appeal over the Report given by the Chairperson of the meeting in which the voting is made.

18. Keeping in mind the aforesaid principles laid down by the Apex court, I propose to first examine the chronology of dates and events which has not been disputed and which is as under:-

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Date	Events
25.02.2012	The Board of Directors of Ekaterina and the Petitioner approved the Concurrent Scheme including the share exchange ratio.
25.02.2012	The Board of Directors of the Petitioner, SilL, MALCO, SEL and VAL approved the Composite Scheme and the share exchange ratio(s) after considering the Valuation Report of Grant Thorntor India LLP and KPMG India Private Limited, the independent valuers and the Fairness Opinions of Citi Group Global Markets India Private Limited [to the Board of Directors of the Petitioner] and DSP Merill Lynch Private Limited [to the Board of Directors of SilL]
02.04.2012 and 12.04.2012	The National Stock Exchange of India Limited and the Bombay Stock Exchange Limited respectively granted their No Objection to the Concurrent Scheme.
02.04.2012 and 12.04.2012	The National Stock Exchange of India Limited and the Bombay Stock Exchange Limited respectively granted their No Objection to the Composite Scheme.
23.04.2012	The Competition Commission of India approved the proposed combination including the transactions as provided for in the Concurrent Scheme and the Composite Scheme.

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26.04.2012	The High Court of Judicature at Madras dispensed with the convening of the meeting of the Equity Shareholders of SEL in view of the consent affidavits given by all Equity Shareholders to the Composite Scheme.
26.04.2012	The High Court of Judicature at Madras dispensed with the convening of the meetings of the Equity Shareholders and Preference Shareholders of VAL in view of the consent affidavits given by all Equity Shareholders and Preference Shareholders to the Composite Scheme.
19.06.2012	The Equity Shareholders of the Petitioner approved the Composite Scheme at the court convened meeting with the requisite majority as prescribed under Section 391(2) of the Companies Act, 1956.
19.06.2012	The Equity Shareholders of the Petitioner approved the Concurrent Scheme at the court convened meeting with the requisite majority as prescribed under Section 391(2) of the Act.
21.06.2012	The Equity Shareholders of SilL, approved the Composite Scheme at the court convened meeting.
23.06.2012	The Equity Shareholders of MALCO approved the Composite Scheme at the court convened meeting.

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29.06.2012	The Foreign Investment Promotion Board of India approved the transaction as proposed in the Concurrent Scheme.
02.08.2012	Advertisement of the Petition in accordance with Rule 80 of the Companies (Court) Rules 1959 with respect to Company Petition No.I of 2012 was published in the Navhind Times and Sunaprant newspapers.
02.08.2012	Advertisement of the Petition in accordance with Rule 80 of the Rules with respect to Company Petition No. 12 of 2012 was published in the Navhind Times and Sunaprant newspapers.
24.08.2012	The Supreme Court of Mauritius approved the Concurrent Scheme.

19. The first objection is regarding the Valuation Report and fairness opinion. It has been submitted that swap/exchange ratio arrived at by valuers should not be accepted. The Objector has filed a detailed written submissions on 18/02/3013 which run into 72 pages. A gist of the objections is as under:-

(i) The SFIO Report was not placed before the the Valuers by the Petitioner-Company since no

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reference has been made by the Valuers about SFIO Report and that the affidavit stating that the said Report was placed is an afterthought.

(ii) The share exchangeratio between the Companies which are amalgamated is skewed. In the present case, Valuers have given opm1on that a shareholder who has 100 shares in Sesa Goa Ltd would get 29 shares in the amalgamated Company. Great emphasis has been laid on the fact that this ratio is not in favour of the minority shareholders and is in favour of majority shareholders and promoters of the Company. It has been submitted that the said ratio is arrived at on certain absurd valuations for financially sick companies and is also arithmetically not in compliance. Secondly, it is contended that it is hedged by several qualifications which can be seen from the reply filed by the Petitioner- Company to Company Application No. 4 of 2013. It has been submitted that the valuation which is made in respect of valuation of the shares is not uniform. Reliance has been placed on the judgments of the Apex Court in Miheer H. Mafat/a/(supra), Hindustan Lever Employees Union¹ and this Court in Larsen and Toubro

1 (1995) 83 Camp Cases 30 (SC)

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Limited¹ & in T. Mathew vs. Smt. Saroj G. Poddar² and also on the judgment of the Calcutta High Court in Modus Analysis & Information P. Ltd³ It is, therefore, contended that the swap ratio arrived at in the Scheme, apart from being unfair, unjust and predetermined and to the disadvantage of the shareholders of the Petitioner-Company, is a result of incorrect and suppressed financial data being supplied to the Valuers resulting in fallacious exchange ratio being reached by them.

(iii) It has been contended that if this Court is of the opinion that it could not go into the conclusion reached by the expert Valuers then, in that case, this Court may appoint fresh Valuers at the cost of the Objector.

(iv) It has been contended that as a result of the said Scheme, price of the shares of the Petitioner-Company dropped from Rs 227/- per share in the stock market to Rs 163/- per share owing to the announcement of the terms of the present amalgamation.

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(v) The Objector has given his own opinion as to how the Valuation Report is incorrect in a detailed analysis made by him of vanous documents, statements, SFIO Report etc.

(vi) In para 3(i) to 3(x) of his written submissions, the Objector has firstly tried to demonstrate as to how the valuation is not correct. Secondly, he has tried to demonstrate as to how the method of valuation which has been chosen by the Valuers is wrong and thirdly he tried to point out as to how the swap ratio even arithmetically is incorrect by giving various details.

20. On the other hand, the learned Senior Counsel Mr. Chagla appearing on behalf of the Petitioner has submitted that share exchange ratio has been determined by two independent and reputed firms of Valuers viz Grant Thornton India LLP and KPMG India Private Limited and the fairness of the Valuation Report has been given by Citi Group Global Markets India Private Limited (to the Board of Directors of the Petitioner) and DSP Merill Lynch Private Limited (to the Board of Directors of SilL). It has been contended that the Valuers had applied the commonly accepted valuation principles to arrive at the exchange ratio including adoption of the market price approach, discounted cash offer approach, net asset

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value approach and pnce of recent investments and transactions. He contended that Concurrent Scheme and Composite Scheme including the share exchange ratio had been approved by the equity shareholders of the Company and the Objector representing himself and his family members who voted against the Concurrent Scheme and Composite Scheme, represents only 0.43% in number and 0.01% in value of the Equity Shareholders present and voting at the court convened meeting held on 19/06/2012. He submitted that the objections raised are mere conjectures and surmises and no resolution was proposed by the Objector at both court convened meetings for amendment of the share exchange ratio nor has he provided any alternative Valuation Report. It has been submitted that subsequent to the filing of the Petitions before this Court, the relatives of the Objector have increased their equity shareholding in the Petitioner-Company.

21. In my view, submission made by the Objector is without any substance. It is a well settled position in law that the Court, while making inquiry under section 391, cannot substitute the conclusions which are arrived at by the experts. It is not disputed by the Objector that the said Valuers are experts in the field and no allegations of malafide have been made against the said experts. The detailed objections regarding swap ratio and Valuation Report which

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the Objector has argued at length before me and further elaborated in the written submissions in para 3. By way of illustration, I would like to point out the submissions which have been made and mentioned in the said para 3. He has stated that the Valuation Report does not take into consideration the findings arrived at by SFIO in its Report dated 28/4/2011. This submission is without any substance. Petitioner-Company has annexed a letter written by the said Valuer in which they have clearly stated that SFIO Report was placed before them by the Petitioner-Company. It has been contended that in the Scheme concerning merger of Ekaterina Ltd, the only methodology that could apply for arriving at the valuation of the said Company as per the Valuation Report submitted by the Valuers was the “Price of Recent Investment” methodology. It has also been submitted that other forms of methodologies that were used to arrive at the exchange/swap ratios in the aforesaid schemes could not be made applicable to Ekaterina Ltd. It has been contended that since Ekaterina Ltd is an unlisted company the “Market Price Approach” methodology could not have been applied while arriving at its valuations. It has also been contended that the “Discount Cash Flow Approach” and/or the “Net Asset Value Approach” could not have been applied by the Valuers to Ekaterina Ltd.

22. It has been contended that Valuers 1n the present

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Scheme have even arithmetically arrived at some absurd valuations and swap/exchange ratios and, therefore in the written arguments the Objector has proceeded to illustrate in support of the said contention.

23. In my v1ew, these submissions are nothing but conjectures and surmises and the own opinion of the Objector in respect of Valuation and Fairness Report and his own analysis as to how the swap ratio which is arrived by the Valuers is incorrect. It is an admitted position that the Objector was present at the court convened meeting and, at that time, no amendment was proposed to the swap ratio nor any Valuation Report was submitted by him. In my view, therefore, it is now not open for the Objector to make a submission that this Court should appoint fresh Valuers on the basis of Objector’s own analysis of the Valuation Report and other documents. Admittedly, the Objector is not an expert in the field since he is an engineer by profession as submitted by him during the course of his arguments. There is no material on record to show that minority shareholders would suffer by this ratio whereas promoters and the majority shareholders would stand to gain by this ratio. It is an admitted position that this ratio is applicable to all the equity shareholders without making any exception either in respect of promoter shareholders or any other category of equity shareholders. There cannot be any dispute

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regarding the ratio of the judgments on which reliance has been placed by the Objector. However, the said observations have been made in the facts of each individual case and, therefore, the said ratio cannot be made applicable to the facts of the present case.

24. Secondly, it has been submitted by the Objector that the present Scheme violates the proviso appended to sub-section (2) of section 391 of the Companies Act which states that the Court has to be satisfied that the Company has disclosed by affidavit or otherwise all material facts relating to the Company. It has been submitted that the Petitioner-Company has deliberately suppressed the Report compiled by the Serious Fraud Investigation Office (SFIO) after having investigated the Petitioner-Company under the provisions of Section 235 of the Act. It has been submitted that the said SFIO Report contains findings against the Petitioner-Company which apart from having huge effect on the swap/exchange ratio would also reflect the manner in which state of affairs of the Company are being handled by its management and also demonstrates the manner in which issues public policy and public interest has been managed by it. It has been submitted that in para 26 of the Petition (in the case of the Scheme relating to Ekaterina Ltd) and para 44 of the Petition (in the case of the Scheme relating to other companies) it has been stated that there was a “pending investigation

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before SFIO and the Ministry of Corporate Affairs”. It has been submitted that similar averments have been made in para 26 in the Petition concerning Ekaterina Ltd. Reliance has been placed on the judgments of the Supreme Court in Miheer H. Mafatlal (supra), Bedrock Ltd ¹ and on the judgment of this Court in T. Mathew vs. Smt. Saroj G. Poddar ²

25. On the other hand, the learned Senior Counsel Mr. Chagla appearing on behalf of the Petitioner submitted that SFIO Report is not a bar to the sanction of the Scheme. It has been contended that the Petitioner would be subject to consequences that would arise from SFIO Report. It has been contended that the Petitioner is bound by the provisions of law and even after the Scheme is sanctioned, proceedings, if any, initiated by any authority against the Petitioner- Company would continue. Reliance has been placed on the judgment of the Apex Court in Sesa Industries Limited vs. Krishna H. Bajaj and Others³ (paras 28, 43, 44), Hindustan Lever Employees Union⁴ (paras 71 and 77), Zee Telefilms Limited⁵, Lifeline Drugs and Intermediates Pvt. Ltd⁶, Reliance Petroleum Limited⁷ (para 31) and Sesa Industries Limited Vs. Krishna H. Bajaj and Ors⁸. It has been further submitted that

1 199S (4) SCR 710

2 (1996) 22 CLA 200 (Sam)

3 (2011) 3 sec 21s

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5 In re- (Appeal No.164 of 2003 in C.P. No.1116 of 2002)

6 Company Petition No.220 of 200S, Company Application No.1S of 200S)

7 In re- [2003] 46 SCL 3S

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sufficient disclosure as required in respect of SFIO Report has been made in explanatory statement dated 19/05/2012. It has been further contended that the Objector had been 1n possession of the SFIO Report and no other equity shareholder has raised any issue with respect to the alleged non-disclosure of the matters in respect of SFIO Report.

26. In my v1ew, submissions made by the Objector cannot be accepted. It is a well settled position in law that pending investigation or pending cases cannot come in the way of the Court granting sanction to the Scheme of amalgamation filed by the Company under section 391. It is further held that even after the Scheme is sanctioned, prosecution, if any, initiated by the Central Government or any other Agency would continue against those Directors or persons responsible for committing the said illegalities and, as such, therefore, merely because Report has been tendered making allegations against the Company would not deter the Court from granting sanction on that ground alone, if it is satisfied that the provisions of section 391 have been complied with by the Company.

27. The Apex Court in Sesa Industries Limited ¹ has observed in paras 28, 43, 44 of its judgment as under:-

“28. The learned counsel then contended

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that the fact of huge siphoning off the funds from the transferor company (SIL) to the transferee company (SGL) being within the knowledge of the Company court, it should not have sanctioned the scheme, as the distinction between the wrongdoer and the beneficiary gets effaced due to sanctions of law. The learned counsel also argued that under the attending circumstances the swap ratio of 1 share of the transferee company for 5 shares of the transferor company was also unfair, especially when the valuers did not have an opportunity to examine the inspection reports under Section 209-A of the Act.”

“43. Having held that the Official Liquidator had failed to discharge the duty cast on him in terms of the second proviso to Section 394(1) of the Act, the next issue that requires consideration is: whether sanction of a scheme of amalgamation can be held up merely because the conduct of an Official Liquidator is found to be blameworthy? We are of the view that it will neither be proper nor feasible to lay down absolute parameters in this behalf. The effect of misdemeanour on the part of the Official Liquidator on the scheme as such would depend on the facts obtaining in each case and ordinarily the Company Judge should be the final arbiter on that issue. In the instant case, indubitably, the findings in the report under Section 209-A of the Act were placed before the Company Judge, and he had considered the same while sanctioning the scheme of amalgamation. Therefore, in the facts and circumstances of the present case, the Company Judge had, before him, all material facts which had a

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direct bearing on the sanction of the amalgamation scheme, despite the aforesaid lapse on the part of the Official Liquidator. In this view of the matter, we are of the considered opinion that the Company Judge, having examined all material facts, was justified in sanctioning the scheme of amalgamation, particularly when the current investigation under Section 235 of the Act was initiated pursuant to a complaint filed by Respondent 1 subsequent to the order of the Company Judge sanctioning the scheme.”

“44. For the foregoing reasons, the appeals are allowed, and the impugned judgment is set aside. Consequently, the order passed by the Company Judge sanctioning the scheme of amalgamation is restored. However, it is made clear that the scheme of amalgamation will not come in the way of any civil or criminal proceedings which may anse pursuant to the action initiated under Sections 209-A or 235 of the Act, or any criminal proceedings filed by Respondent 1.”

The Apex Court in Hindustan Lever Employees Union vs. Hindustan Leven Ltd and Others¹ has observed in paras 71 and 77 of its judgment as under:-

“71. As a result of the amalgamation, it is found that the working of the Company is being conducted in a way which brings it within the mischief of the MRTP Act, it would be open to the authority under the MRTP Act

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to go into it and decide the controversy as it thinks fit.”

“77. Nor do we think that “public interest” which is to be taken into account as an element against approval of amalgamation would include a mere future possibility of merger resulting in a situation where the interests of the consumer might be adversely affected. If, however, in future the working of the Company turns out to be against the interest of the consumer or the employees, suitable corrective steps may be taken by appropriate authorities in accordance with law. As has been said in the case of Fertilizer Corpn. Kamgar Union v. Union of India: (SCR p.77 : SCC pp. 588-89, para 47)

“...it is not a part of the judicial process to examine entrepreneurial activities to ferret out flaws. The Court is least equipped for such oversights. Nor, indeed, it is the function of the judges in our constitutional scheme.”

The Apex court in Reliance Petroleum Limited¹ in para 31 of its judgment has observed as under:-

“31. In view of what is stated hereinbefore the Scheme of Amalgamation as proposed by the petitioner-company at Annexure E to the petition is hereby sanctioned subject to the clarification that this sanction shall not affect any proceedings that may be pending or that may be commenced against the

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petitioner-company in relation to any of its liabilities arising from past activities.”

28. The submission of the Objector that this Report has been suppressed firstly from the Valuers and secondly from the equity shareholders is also devoid of any substance. In the explanatory statement, reference has been made about pending investigation. In the explanatory statement it is also clearly stated that if any voter wanted to take inspection of the document referred to in explanatory statement, he could do so by visiting Company’s Office. Much emphasis was laid by the Objector on the word “pending” which has been used in the explanatory statement. It has been submitted that SFIO had submitted its Report and investigation was not pending and, therefore, there was suppression of material facts and an attempt was made to mislead the equity shareholders. This submission is also without any substance. It is quite well settled that even if the Report is filed and if any action has to be taken, further investigations have to be done for the purpose of taking recourse to criminal proceedings and report has to be filed in the Court and, as such, it cannot be said that by using the word “pending” 1n the said explanatory statement, there has been a suppression of material fact by the Petitioner-Company.

29. The next objection is regarding voting which has taken

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place at the court convened meeting of the equity shareholders on 19/06/2012. It has been contended that ateleast one of the votes of Bimal S. Gandhi has been shown to be cast in favour of the Scheme is an illegal vote since the said Bimal S. Gandhi expired almost a decayed ago and could not have cast his vote in the said meeting and, as such, he contended that counting of such vote is in violation of provisions of section 391(2) of the Act. It has been then contended that there was no true and correct representation of the shareholders of the Petitioner-Company in the court convened meeting since votes of deceased persons had been counted in the process of arriving at the result of the court convened meeting. Reliance has been placed on the judgment in T. Mathew vs. Smt. Saroj G. Poddar ¹. It has been then submitted that majority votes of the promoters of the Petitioner-Company comprises of 55.13% and if the said votes are excluded from the counting of the votes of persons who had allegedly voted in favour of the Scheme then both the Schemes had miserably failed to garner support of the minority shareholders of the Petitioner-Company. Reliance has been placed on the judgment in Hellenic and General Trust Ltd.² which has been followed by the Apex Court in Miheer H. Mafat/a/ (supra) and this Court in Bedrock (supra). It has been submitted that separate meetings for promoters and minority shareholders ought to have been held in the

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facts of the present proceedings since the terms offered to both the set of shareholders were the same. It has been contended that the terms offered to the minority shareholders and the promoters of Vedanta group were not the same. It has been submitted that the majority shareholders in the Petitioner-Company who had voted were subsidiaries of ultimate parent company itself. It has been then contended that most FilS had voted against the scheme of merger. It has been contended that since most of the FilS had overwhelmingly voted against the scheme that itself is a ground for not granting sanction to the scheme. During the course of arguments the Objector contended that the Chairperson of the court convened meeting and the scrutinizers who had scrutinized valid and invalid votes had committed grave irregularity in not doing their duty as required under the law. The Objector has taken me through various charts which showed who has voted in favour of the scheme and who has voted against. It has been contended that it is inconceivable that Fils who had voted by proxy could not have given two different votes; one in favour and the one against.. It has been contended that this also showed that there was material irregularity in respect of valid and invalid votes. It has been contended that scrutinizers had erred in discarding number of votes as invalid votes. It has been contended that even if these votes had been treated as valid votes, the Scheme could not have

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been sanctioned by 3/4¹h majority. It has been contended that the fact that the Scheme was approved by a very slender margin itself indicated that this was a fit case where direction should be given by this Court to convene a meeting again and order re-voting. Again, reliance has been placed on number of judgments which have been referred to in the written submissions.

30. It has been contended by Mr. Chagla, the learned Senior Counsel appeanng on behalf of the Petitioner that Chairperson (Justice Gurudas D. Kamat (Retired)) in the court convened meeting of the equity shareholders appointed scrutinizers to scrutinize the ballot papers and the persons so appointed were acceptable to all the shareholders including the Objector and it has been submitted that report of the meetings has been filed by the Chairperson before this Court. It has been contended that under the law and under the Act equity shareholder is entitled to vote on a poll differently on a resolution with respect to the said shareholder’s holding in a company. It has been submitted that this exercise of discretion by a shareholder could not be objected to or questioned by the Objector in view of provisions of Section 183 of the Act. It has been submitted that the Objector could not be permitted in the present proceedings to go behind the Chairperson’s report and embark on fishing and roving inquiry with the exercise of

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discretion of the equity shareholder. It has been then submitted that invalid votes are not considered for the purpose of counting and determining the majority by which a resolution is passed. It has been submitted that result of the meetings was duly reported to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and also had been posted on the website of the Petitioner. However, no shareholder or Fll had, pursuant to the declaration of results, objected to the voting on the concurrent Scheme and the Composite Scheme or to the Reports. So far as the case of Bimal S. Gandhi is concerned, it has been submitted that the shares held by the said individual were under transmission pursuasnt to the request made by Ms. Ramila Gandhi who had sought issuance of duplicate certificates and Ms. Ramila Gandhi executed a proxy to vote at the court convened meeting and the shares of Bimal S. Gandhi have been thereafter transmitted in favour of Ms. Ramila Gandhi. So far as the submission of the Objector that the minority shareholders constituted a separate class is concerned, it has been submitted that since the same compromise or arrangement was applicable to all its equity shareholders, one last meeting of equity shareholders was convened. It has been submitted that only when a separate or different scheme is offered to a sub-class of shareholders, a separate meeting could be called within the same class.

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31. In my v1ew, the submissions made by the Objector regarding irregularity in voting are required to be stated to be rejected. It has to be remembered that meeting was convened by the Chairperson who was a retired judge of this Court and who retired as a Chief Justice of Gujarat High court. He had appointed scrutinizers who scrutinized the said votes. No objection was raised regarding appointment of the said scrutinizers either by the Objector or any other equity shareholders. None of the Fils had raised any objection regarding voting after the results were declared and made available to the shareholders by publishing it on the website of the Petitioner-Company and before Bombay Stock Exchange and National Stock Exchange. Section 183 of the Act provides for right of a member to use votes differently which reads as under:-

“Right of member to use his votes differently. On a poll taken at a meeting of a company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.”

Merely because different votes have been given by some Fils, no objection can be raised on that ground since it is legally permissible. Even if the said vote of Bimal S. Gandhi is not taken into consideration even then the said Scheme had

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been sanctioned by 3/4¹h majority of the shareholders.

32. The next objection taken by the Objector is that the Scheme proposed by the Petitioner-Company has been modified before seeking approval from the shareholders of the Petitioner-Company and also after seeking approval from the shareholders in the said meeting. Firstly, it is contended that the Valuers have also considered the valuation in terms of transfer of 38.8% stake in the Company known as Cairn India Ltd. (CIL) into one of the 100% subsidiaries of Petitioner-Company alongwith associated debt of $ 5924 million into the same from one of the subsidiaries of Vedanta Resources Pic. viz. Twin Star Energy Holdings Ltd. (“THEL”). He invited my attention to paragraphs on pages 44, 46 and 47 and also the Fairness Opinion Report of Citibank at pages 41 and 42 of the reply filed by the Petitioner-Company in Company Application No. 4 of 2013. He has also submitted that even if the statement made by ultimate promoter company of the Vedanta group viz Vedanta Resources Pic to the London Exchange shows the inclusion of Cairn India Ltd and its associateddebt in valuations arrived at by the Valuers. Reliance has been placed on the extract of the statement at page 927 of the Company Petition No. 11 of 2012. It has been submitted that the Scheme as presented before the shareholders and as filed before this Court do not refer to transfer of the stake in Cairn India Ltd and the

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resultant debt associated with. Secondly, it is submitted that so far as Petition No. 12 of 2012 is concerned, as per clause 3.3 of Chapter 6 of the said scheme ‘Residual VAL’ was supposed to take care of its own liabilities and the Petitioner- Company was not required to honor any liabilities of Residual VAL. It has been submitted that despite the said submission made in clause 3.3, in the affidavit dated 2/10/2012 filed by the Petitioner-Company in the Madras High Court, in para 3 it has been stated that all contractual/legal remedies including appellate remedies by Residual VAL shall be discharged by the amalgamated Company to the extent that Residual VAL is unable to discharge the same. With reference to both these instances, it has been submitted that the Petitioner-Company has modified terms of the Scheme of amalgamation after having sought the approval from the shareholders of the Petitioner-Company. Reliance has been placed on two judgments; one in Megha/ Homes Pvt. Ltd. Vs. Shree Niwas Girni K.K. Samiti ¹ and the other in Bengal Bank Ltd. Vs. Suresh Chakravartty²

33. On the other hand, Mr. Chagla, the learned Senior Counsel appearing on behalf of the Petitioner-Company has submitted that transfer of shareholding of 38.8% of Vedanta Resources Pic in Cairn India Limited was not being implemented as a part of either the Concurrent Scheme or

1 AIR 2007 SC 3079

2 AIR (39) 1952 Calcutta 133.

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the Composite Scheme. It has been contended that the same was a part of the larger transaction and combination which was clear from the communication of the Competition Commission of India. My attention was invited to pages 576 to 581 of Company Petition No.IIof 2012 and pages 1402 to 1407 of Company Petition No.12 of 2012. It has been then submitted that value of the shareholding of Vedanta Resources Pic in Cairn Inida Limited is not the subject matter of the Valuation Report as prepared by Valuers and this has been mentioned in the Valuation Report. Secondly, it has been contended that transfer of VAL’s shares from the Twinstar Holdings Limited (wholly owned subsidiary of Vendanta Resources Pic) and Welter Trading Limited (wholly owned subsidiary of Vedanta Resources Pic) to Ekaterina (wholly owned subsidiary of Vedanta Resources Pic) being a transfer among the holding company and subsidiary company is not required to be at fair values. Whereas the fair value of VAL’s shares was rightly considered by the Valuers for determining the share exchange ratio which was based on factors as stated in the Valuation Report. So far as the liabilities of Residual VAL is concerned, it has been submitted that in terms of the Composite Scheme, it was proposed that Aluminium Business Undertaking of VAL would be demerged and transferred into the Petitioner and Residual VAL would operate the Power Business Undertaking and on the effectiveness of the Concurrent Scheme and the merger

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of the SilL into the Petitioner becoming effective, VAL would become a wholly owned subsidiary of the Petitioner. So far as the transfer of debt of Residual VAL is concerned, it has been submitted that this submission was made in the affidavit dated 2/10/2012 in the proceedings pending before the Madras High Court and this was merely an undertaking given to the Madras High Court in the form of a comfort for the benefit of the Unsecured Creditors of Residual Val and would become effective only upon effectiveness of the Composite Scheme. It has been submitted that therefore this is independent of and not a part of the Scheme and the said affidavit is not an amendment of or modification to the Composite Scheme.

34. The submission made by the Objector is without any substance. Perusal of the Valuation Reports clearly discloses that the Valuers had clearly stated that they had carried out relative valuation of the equity shares of SGL, SilL, MALCO and Ekaterina Ltd with a view to arrive at fair share exchange ratio of equity shares of SilL, MALCO and Ekaterina Ltd and for equity shares of SGL and, therefore, in my view, shareholding of Vedanta Resources Pic in Cairn India Ltd is not the subject matter of Valuation Report. Similarly, the objection which has been taken regarding affidavit filed before the Madras High Court also has to be taken into consideration in the context and circumstances under which

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the said affidavit has been filed. Perusal of the affidavit discloses that in order to give comfort to the Residual VAL which would become subsidiary of the amalgamated Company, it was stated that after the Scheme was sanctioned if the Residual VAL was not in a position to repay the debts of its creditors, in that event the said debts would be paid by the amalgamated Company. It is obvious that the said affidavit has been filed in order to give assurance to the creditors of Residual VAL that they would be taken care of and it cannot be said that it amounts to modification of the Scheme. In my view, judgment of the Apex Court in Megha/ Homes Private Limited (supra) was in the context of the Scheme which proposed revival of the Company and the Apex Court was concerned with the fact as to whether the Scheme was a genuine attempt to revive the Company and not a mere ruse to dispose of the assets of the Company. These facts are distinguishable from the present case which, in fact, proposes consolidation of business interest of the Vedanta Group Companies in one entity i.e. the Petitioner. In Megha/ Home Private Limited (supra), a clear modification of the Scheme was sought to be made and, therefore, the Supreme Court held that the approval of the shareholders was required to the modification. The ratio of the judgment in Megha/ Homes Private Limited (supra) is not applicable to the facts of the present case nor is the ratio of the judgment of the Calcutta High Court in Bengal Bank Ltd (supra).

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35. It has been then submitted that the Objector was shocked to discover on the perusal of contents of the Valuation Report and Fairness Opinion Reports when they were produced in Court that a draft Scheme of amalgamation between the transferor companies herein along with Cairn India Ltd and the Petitioner/transferee Company was already prepared and was ready on 22/02/2012 i.e. even before the swap/exchange ratio arrived at by the Valuers was known to anybody. It has been contended that the Valuers in the present Scheme had in fact filed their Valuation Report on 24/02/2012. It has been contended that both, DSP Merrill Lynch and Citibank in their Fairness Opinion Reports have stated that the final terms of the scheme of merger ought not to materially vary from those set forth in the draft or else the opinion report given by them would not stand good. It has been contended that the Petitioner-Company and the transferor companies knew about swap/exchange ratios that would be arrived at by the Valuers in the present Scheme atleast two days in advance. It has been submitted that ultimate promoters of the Petitioner-Company also knew the swap/exchange ratio atleast a day in advance i.e. on 23/02/2012 since while making the representation at London Stock Exchange, the ultimate promoting company of the group viz Vedanta Resources Pic happened to provide the swap/exchange ratios to the London Stock Exchange whilst

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categorically stating that the information contained in the said representation was as on 23/02/2012. It has been submitted that this fact indicated that the said ratios were pre-decided/pre-determined and the valuations were sought to be done in a manner so that the pre-determined results would be ultimately arrived at by the said Valuers.

36. Mr. Chagla, the learned Senior Counsel appeanng on behalf of the Petitioner-Company has submitted that the Schemes including share exchange ratio recommended by the Valuers were approved by the Board of Directors of the Petitioner on 25/02/2012. The presentation to the outside world and business community was submitted to RIS for release to the London Stock Exchange on 25/02/2012, after the Board approval was given. It has been submitted that the announcement was also made available on the website of the respective companies being parties to the Composite Scheme from 25/02/2012 and on the London Stock Exchange website from 27/02/2012 and not on 23/02/2012 as contended by the Objector.

In my view, the explanation given by the learned Senior Counsel appearing on behalf of the Petitioner is plausible. Firstly, this objection has been taken by the Objector during the course of his submissions. The said objection has not been taken in his reply and on that ground alone the said

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objection really needs to be rejected. It is necessary to keep in mind that the Scheme and the share exchange ratio recommended by the Valuers were approved by the Board of Directors on 25/02/2012. The information was released to the outside world and submitted to the London Stock Exchange on 25/02/2012 after the Board’s approval was given. The information was made available on the Website of the respective companies from 25/02/2012 and on the London Stock exchange on 27/02/2012. In my view, merely because the date “23/02/2012” has appeared in one of the documents, on the basis of that date it is not possible to arrive at the conclusion that prior to the approval given by the Board of Directors, swap ratio was already known on 23/02/2012.

37. The next objection to the Scheme is that it is against the public policy and against the public interest. It has been submitted by the Objector that the Report issued by the SFIO clearly indicates that the Petitioner-Company having siphoned away atleast Rs 1002 crores as and by way of under invoicing of iron ore exports which is not only against the principles of public policy but also causing great harm to the interests of general public of our country. Secondly, it has been contended that both Vedanta Aluminium Ltd and Sterlite Energy Ltd are making huge losses in their respective operations over the last few years. It has been

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contended that different appointed dates have been given for each of the amalgamated companies and this was for the purpose of avoiding income-tax. It has been contended that such a Scheme was nothing else but colourable device by virtue of which refunds of tax amounts were being indirectly claimed by the amalgamating companies. Reliance has been placed on the Judgment of the Apex Court in Mcdowell & Company Ltd vs. Commercial Tax Officer¹ which approves the judgment of Gujarat High Court in Wood Polymers Ltd². Reliance has been placed on paras 17, 45 and 46 of the said judgment. It has been contended that this judgment was approved by the Apex Court in Vodafone International Holding BV Vs. Union of India & Anr.³ Reliance has also been placed on paras 68, 69 and 70 of the said judgment. Reliance has also been placed on the judgment in Wood Polymers Ltd. (supra). The Objector, therefore, contended that the Scheme deserves to be dismissed on the said aspect of violation of principles of public policy.

38. Mr. Chagla, the learned Senior Counsel appeanng on behalf of the Petitioner-Company, on the other hand, submitted that the Composite Scheme complies with the requirements of the provisions of the Income Tax Act, 1961 including Sections 2(1B), 2(19AA) and 72A. It has been submitted that Section 72A expressly permits/provides for

1 (1985) 3 sec 230

2 1977 (47) Company Cases 597

3 (2012) 6 sec 613.

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carry forward of unutilised business losses of the transferor company to the transferee company m case of merger/demerger. It has been submitted that this is the policy of law and there can be nothing objectionable to the sanctioning of the Scheme, if the law itself permits these consequences. It has been submitted that implementation of the Scheme would be the subject matter of the scrutiny of the Income Tax authorities and it shall not defeat the right of the Income Tax authorities to scrutinize returns to be filed by the Petitioner. Reliance has been placed on the judgments in AVM Capital Services Private Limited\ Union of India and Another vs. Azadi Bachao Andolan and Another ² and Vodafone International Holdings BV vs. Union of India³ (paras 68, 69 and 70).

39. It is surpnsmg that the Objector, who has admittedly purchased the shares of Petitioner-Company after the Scheme of amalgamation was announced, now seeks to challenge the Scheme of amalgamation on the ground that it is against the public policy and only for avoidance of income-tax. Be that as it may. Without going into the reason as to why the Objector purchased the shares after the Scheme was announced, the legal position is quite clear. The provisions of the Income Tax Act contemplates a situation whereby section 72A provides for carry forward of unutilised business

1 (2012) 115 SCL 81

2 (2004) 10 sec 1

3 (2012) 6 sec 613

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losses of the transferor company to the transferee company in case of merger/demerger. Even after the Scheme is sanctioned, it is always open for the Income Tax authorities to scrutinize the returns and issue notices.

40. Apart from that in Azadi Bachao Ando/an (supra), the Supreme Court has explained the scheme in McDowell & Co. Ltd.’s case (supra) Paragraphs 147 to 149 are relevant and are are reproduced hereunder:-

“147. We may in this connection usefully refer to the judgment of the Madras High Court in M.V. Vallippan v. ITO which has rightly concluded that the decision in McDowell cannot be read as laying down that every attempt at tax planning is illegitimate and must be ignored, or that every transaction or arrangement which is perfectly permissible under law, which has the effect of reducing the tax burden of the assessee, must be looked upon with disfavour. Though, the Madras High Court had occasion to refer to the judgment of the Privy Council in IRC v. Challenge Corpn. Ltd and did not have the benefit of the House of Lord’s pronouncement in Craven the view taken by the Madras High Court appears to be correct and we are inclined to agree with it.

148. WE may also refer to the judgment of the Gujarat High Court in Banyan and Berry v. CIT where referring to McDowell, the Court observed : (ITR p.850 E-H).

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“The Court nowhere said that every action or inaction on the part of the taxpayer which results in reduction of tax liability to which he may be subjected in future, is to be viewed with suspicion and be treated as a device for avoidance of tax irrespective of legitimacy or genuineness of the Act; an inference which unfortunately, in our opinion, the Tribunal apparently appears to have drawn from the enunciation made in McDowell case. The ratio of any decision has to be understood in the context it has been made. The facts and circumstances which lead to McDowell decision leave us in no doubt that the principle enunciated in the above case has not affected the freedom of the citizen to act in a manner according to his requirements, his wishes in the manner of doing any trade, activity or planning his affairs with circumspection, within the framework of law, unless the same fall in the category of colourable device which may properly be called a device or a dubious method or a subterfuge clothed with apparent dignity.

149. This accords with our own view of the matter.”

41. From the aforesaid paragraphs it can be clearly seen that, according to the Apex Court, decision in Mcdowell & Co. Ltd.’s case (supra) cannot be said to lay down that every attempt at tax planning is illegitimate or that every transaction which is otherwise permissible under law but has the effect of reducing tax burden of the assessee must be looked upon with disfavor. The Apex Court, therefore, in para 166 of its judgment in Azadi Bachao Andho/an (supra) has

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held as under:-

“166. We are unable to agree with the submission that an act which is otherwise valid in law can be treated as non est merely on the basis of some underlying motive supposedly resulting in some economic detriment or prejudice to the national interests, as perceived by the respondents”.

42. In Vodafone International Holdings BV (supra), it was contended on behalf of the revenue that decision in Azadi Bachao Andolan (supra) has to be overruled since it departs from decision of McDowell & Co Ltd (supra).

43. The Apex Court in para 64 of its judgment in Vodafone International Holdings BV (supra) observed that there was no conflict between its judgments in McDowell & Co. Ltd (supra and Azadi Bahao Andolan (supra). Para 64 of the said judgment reads as under:-

“64. The majority judgment in McDowell & Co. Ltd (supra) held that “tax planning may be legitimate provided it is within the framework of law” (para 45). In the latter part of para 45, it held that “colourable device cannot be a part of tax planning and it is wrong to encourage the belief that it is honourable to avoid payment of tax by resorting to dubious methods”. It is the obligation of every citizen to pay the taxes without resorting to

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subterfuges. The above observations should be read with para 46 where the majority holds “on this aspect one of us, Chinnappa Reddy, J. has proposed a separate opinion with which we agree”. The words “this aspect” express the majority’s agreement with the judgment of Reddy, J. only in relation to tax evasion through the use of colourable devices and by resorting to dubious methods and subterfuges. Thus, it cannot be said that all tax planning is illega1/illegitimate/impermissible. Moreover, Reddy, J. himself says that he agrees with the majority. In the judgment of Reddy J. there are repeated references to schemes and devices in contradistinction to “legitimate avoidance of tax liability” (paras 7-10, 17 and 18). In our view, although Chinnappa Reddy, J. makes a number of observations regarding the need to depart from the “Westminster” and tax avoidance - these are clearly only in the context of artificial colourable devices. Reading McDowell, in the manner indicated hereinabove, in cases of treaty shopping and/or tax avoidance, there is no conflict between McDowell and Azadi Bachao or between McDowell and Mathuram Agrawal”.

44. In my view, therefore, judgment of Gujarat High Court in Wood Polymers Ltd¹ and and that of the Calcutta High Court in Bengal Bank Ltd. Vs. Suresh Chakravartty² is no longer good law.

45. The Apex Court in Vodafone International Holdings BV (supra) in paras 68, 69 and 70 has, in terms, approved the

1 1977 (47) Company Cases 597

2 AIR (39) 1952 Calcutta 133.

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judgment of the Apex Court in Union of India and Another vs. Azadi Bachao Ando/an and Another ¹ and, as such, the said issue is no longer res integra. It cannot be said, therefore, that the said Scheme is against the public policy.

46. It has been then contended that the present Scheme of amalgamation is unconscionable in nature as the interest of minority shareholders has been completely overlooked. It has been contended that balance sheets of Ekaterina Ltd., Vedanta Aluminium Ltd and Sterlite Energy Ltd do not exhibit any sort of a confidence that can be reposed in their financial status. It has been contended that if the Scheme is sanctioned then the Petitioner-Company would be saddled with enormous amount of debts concerning the transferor companies that would need to be serviced and which in turn would convert the Petitioner-Company into loss making concern and thus the interest of shareholders would be affected. It has been submitted that interest of the promoters was to somehow load the Petitioner-Company with the liabilities of the transferor companies such as Vedanta Aluminium Ltd and Sterlite Energy Ltd. It has been contended that there was no rationale at all behind proposing the present Scheme of amalgamation by the Petitioner-Company.

47. On the other hand, Mr. Chagla, the learned Senior

1 (2004) 10 sec 1

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Counsel appeanng on behalf of the Petitioner-Company submitted that there was no provision in the said Act which prevented amalgamation of profit making Company and loss making Company. It is open for majority shareholders to take a decision and the commercial wisdom of such decision is not open for scrutiny by the Court.

48. The Objector has invited my attention to the losses which are incurred by Vedanta Aluminium Ltd. It has also been urged that the position of Vedanta Aluminium Ltd. over a period of one year has deteriorated further and liabilities have been increased. It has also been contended that position of Sesa Goa Ltd has deteriorated in the last one year since mining operations have been stopped in view of the orders passed by the Apex Court and since May 2012 mining operations have been stopped completely. In this context, financial position of all the Companies as per their audited accounts as of September, 2012 needs to be taken into consideration. It is submitted that from the said figures, it can be seen that, after amalgamation, position of the Petitioner-Company would dramatically increase even after absorbing the so-called loss making companies. It has to be remembered that when entrepreneurs take commercial decisions, it is not open for the Court to judge their commercial wisdom. Whenever entrepreneurs take a commercial decision, there is always an element of risk

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involved and businessmen take such calculated risk after taking into consideration various facts and circumstances and pros and cons of all situations. It has been consistently held that the Court is not expected to dissect and conduct a postmortem of such decisions which are based on business experience and commercial wisdom. The Court has to examine the Scheme on well settled parameters. The Court is expected to be an impartial umpire and is not expected to enter the arena and examine the Scheme under a microscope. Whenever decisions are taken there is bound to be some kind of variation in the situation in respect of functioning of both companies. This should not deter the Court from granting sanction to the Scheme. It has to be remembered that after advent of globalisation, it has become necessary for all companies all over the world to find out ways and means to survive in the market. The initial impact of globalisation was that large number of Indian Companies became bankrupt and had to be closed down. This was initially restricted to small-scale industries. However, soon, even the large companies were affected and they had to find out innovative means to survive in the global market. While taking decision, commercial wisdom of entrepreneurs on this post-globalisation scenario has also to be kept in mind and, as such, the need for amalgamation and consolidation of competingcompanies in one agglomeration sometimes becomes necessary, not for the purpose of creating

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monopoly but for the purpose of survival in the global market. In these circumstances, merely because one of the companies is a loss making company, that should not deter the Court from sanctioning the Scheme if the net result is going to increase the assets of the amalgamated company.

49. In my v1ew, the said objections cannot be accepted. Both these Petitions are allowed in terms of prayer clauses (a) and (b). However, Company Applications taken out therein by the Objector are dismissed.

(V.M. KANADE, J.)

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IN THE HIGH COURT OF BOMBAY AT GOA

COMPANY APPEAL NO. 5 OF 2013

IN

COMPANY PETITION NO. 11 OF 2012

Shaiiesh H. Bajaj,
Major in age,
Indian National,
24/25, Bharatiya Bhavan,
7th floor, 72 Marine Drive,
Mumbai – 400 020.		……	Appellant
			(Original Objector)
V e r s u s
1.	Sesa Goa Ltd.,
	Sesa Ghor, 20 EDC Complex,
	Patto, Panjim,
	Goa – 403 001.	……	Respondent no.1.
2.	Registrar of Companies,
	Goa Daman & Diu,
	Panaji, Ministry of Company
	Affairs, Govt. of India,
	Company Law Bhavan,
	Plot No. 21, EDC Complex,
	Patto, Panjim, Goa – 403 001.	…..	Respondent No.2.
WITH COMPANY APPLICATION NO. 31 OF 2013 IN COMPANY APPEAL NO. 5 OF 2013
Shailesh H. Bajaj,
Major in age,
Indian National,
24/25, Bharatiya Bhavan,
7th floor, 72 Marine Drive,
Mumbai – 400 020.		……	Applicant
			(Original Objector)

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V e r s u s
1.	Sesa Goa Ltd.,
	Sesa Ghor, 20 EDC Complex,
	Patto, Panjim,
	Goa – 403 001.	……	Respondent no.1.
2.	Registrar of Companies,
	Goa Daman & Diu,
	Panaji, Ministry of Company
	Affairs, Govt. of India,
	Company Law Bhavan,
	Plot No. 21, EDC Complex,
	Patto, Panjim, Goa – 403 001.	…..	Respondent No.2.
WITH COMPANY APPEAL NO. 6 OF 2013 IN COMPANY PETITION NO. 12 OF 2012
Shailesh H. Bajaj,
Major in age,
Indian National,
24/25, Bharatiya Bhavan,
7th floor, 72 Marine Drive,
Mumbai – 400 020.		……	Appellant
			(Original Objector)
V e r s u s
1.	Sesa Goa Ltd.,
	Sesa Ghor, 20 EDC Complex,
	Patto, Panjim,
	Goa – 403 001.	……	Respondent no.1.
2.	Registrar of Companies,
	Goa Daman & Diu,
	Panaji, Ministry of Company
	Affairs, Govt. of India,
	Company Law Bhavan,
	Plot No. 21, EDC Complex,
	Patto, Panjim, Goa – 403 001.	…..	Respondent No.2.
WITH

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COMPANY APPLICATION NO. 30 OF 2013 IN COMPANY APPEAL NO. 6 OF 2013
Shailesh H. Bajaj,
Major in age,
Indian National,
24/25, Bharatiya Bhavan,
7th floor, 72 Marine Drive,
Mumbai – 400 020.		……	Applicant
			(Original Objector)
V e r s u s
1.	Sesa Goa Ltd.,
	Sesa Ghor, 20 EDC Complex,
	Patto, Panjim,
	Goa – 403 001.	……	Respondent no.1.
2.	Registrar of Companies,
	Goa Daman & Diu,
	Panaji, Ministry of Company
	Affairs, Govt. of India,
	Company Law Bhavan,
	Plot No. 21, EDC Complex,
	Patto, Panjim, Goa – 403 001.	…..	Respondent No.2.

Appellant in person.

Mr. Iqbal M. Chagla, Senior Advocate and Mr. A. N. S. Nadkarni, Senior Advocate with Mr. Riyaz Chagla, Mr. D. Lawande and Mr. Kaif Noorani , Advocates for respondent no.1.

Mr. C. A. Ferreira, Advocate for respondent no. 2.

Mr. P. Sridhar, Official Liquidator.

CORAM :	A. P. LAVANDE & U. V. BAKRE, JJ.
Reserved on :	26th June,2013.
Pronounced on :	12th August,2013.

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JUDGMENT : (per U. V. Bakre, J.)

Heard the appellant in person, Mr. Chagla, learned Senior Counsel for respondent no. 1 and Mr. Ferreira, learned Assistant Solicitor General for respondent no. 2. Brief written submissions have also been filed by the appellant and respondent no. 1.

2. The above appeals are directed against the common Judgment and order dated 3^rd April, 2013 whereby the learned Company Judge has sanctioned the scheme of amalgamation (concurrent scheme) of Ekaterina Limited (Transferor Company or Ekaterina) with Sesa Goa Ltd. (Transferee Company or SGL) sought in Company Petition no. 11 of 2012 and the scheme of amalgamation and arrangement (composite scheme) amongst Sterlite Industries (India) Limited (amalgamating Company 1 or SIIL), The Madras Aluminium Company Limited (amalgamating company 2 or MALCO); Sterlite Energy Limited (amalgamating company 3 or SEL); Vedanta Aluminium Limited (amalgamating company 4 or VAL) and SGL and rejected the objections filed by the appellant to the above schemes.

3. Brief facts leading to the filing of these appeals are as under :

The Board of Directors of SGL and of Ekaterina (a company based in Mauritius), in their respective meetings held on 25/02/2012 approved the concurrent scheme including the share exchange ratio. On

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the same date the Board of Directors of SGL and of SIIL, MALCO, SEL and VAL, in their respective meetings approved the composite scheme and the share exchange ratio. The approval of both the schemes was after considering the joint valuation report of M/s. Grant Thornton India, LLP and KPMG India Private Limited, independent valuers and the Fairness Opinion Report of Citigroup Global Markets India Private Limited (given to the Board of Directors of SGL) and DSP Merrill Lynch Private Limited (given to the Board of Directors of SIIL) on 02/04/2012 and 12/04/2012, respectively. The National Stock Exchange India Limited and the Bombay Stock Exchange Limited, respectively granted their no objection to the said concurrent and composite scheme. On 23/04/2012, the Competition Commission of India approved the proposed combination including the transaction as provided for in the concurrent scheme and the composite scheme. On 26/04/2012 the High Court of Judicature at Madras dispensed with the convening of the meeting of the Equity Share Holders of SEL in view of the consent affidavit given by all Equity Share Holders to the composite scheme. On 26/04/2012, the Madras High Court dispensed with the convening of the meeting of Equity Share Holders of VAL in view of the consent affidavit given by all Equity Share Holders and Preference Share Holders to the composite Scheme. On 19/06/2012, the Equity Share Holders of SGL approved the composite scheme at the Court convened meeting with the requisite majority as prescribed under Section 391(2) of the Companies Act, 1956 (the Act, for short). On 19/06/2012 itself, the

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equity shareholders of SGL approved the concurrent scheme at the Court convened meeting with the requisite majority as prescribed under Section 391(2) of the Act. On 21/06/2012, the equity share holders of SIIL approved the composite scheme at Court convened meeting. On 23/06/2012, the equity shareholders of MALCO approved the composite scheme at the Court convened meeting. Mr. G. D. Kamat, the learned retired Chief Justice of Gujarat High Court acted as the Chairman of the said meeting dated 19/06/2012 and reported the result of the equity shareholders of SGL of the said meetings by his report dated 04/07/2012 along with his affidavit in support thereof. On 29/06/2012 the Foreign Investment Promotion Board of India approved the transaction as proposed in the concurrent scheme. On 02/08/2012, the advertisement of petitions in accordance with rule 80 of the Companies (Court) Rules 1959 with respect to both the company Petitions were published in the local newspapers namely Navhind Times and Sunaprant. On 24/08/2012, the Supreme Court of Mauritius approved the concurrent Scheme. The company petitions filed by SIIL, MALCO, SEL and VAL, for sanction of composite scheme, have reportedly been heard by Madras High Court and the judgments have been reserved.

4. SGL had filed the company petition no. 11/2012 seeking sanction of the company Court to the concurrent scheme and company petition no. 12/2012 thereby seeking sanction of the Company Court to the

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composite scheme. The appellant filed his objections to the said schemes on various grounds. The company petitions and objections raised by the appellant were extensively heard by the learned Company Judge and upon appraisal of the entire material on record, the learned Judge allowed the company petitions and rejected the objections of the appellant. The said common judgment and order dated 3/4/2013 is impugned in the present appeals.

5. Section 391 of the Act provides as under:-

391. Power to compromise or make arrangements with creditors and members.-

(1) where a compromise or arrangement is proposed-

(a) between a company and its creditors or any class of them; or

(b) between a company and its members or any class of them;

the court may, on the application of the company or of any creditor or member of the company, or, in the case of a company which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the court directs.

(2) If a majority in number representing three-fourths in value of the creditors, or class of creditors, or members,or class of members, as the case may be present and voting

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either in person or, where proxies are allowed under the rules made under section 643, by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the court, be binding on all the creditors, all the creditors of the class, all the members, or all the members of the class, as the case may be, and also on the company, or, in the case of a company which is being wound up, on the liquidator and contributories of the company :

Provided that no order sanctioning any compromise or arrangement shall be made by the court unless the court is satisfied that the company or any other person by whom an application has been made under sub-section (1) has disclosed to the court, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor’s report on the accounts of the company, the pendency of any investigation proceedings in relation to the company under section 235 to 351, and the like.

(3) An order made by the court under sub-section (2) shall have no effect until a certified copy of the order has been filed with the Registrar.

(4) A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the certified copy of the order has been filed as aforesaid, or in the case of a company not having a memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company.

(5) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to

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one hundred rupees for each copy in respect of which default is made.

(6) The Tribunal may, at any time after an application has been made to it under this section, stay the commencement or continuation of any suit or proceeding against the company on such terms as the court thinks fit, until the application is finally disposed of.”

6. Section 392 of the Act provides as under:

“392. Power of Tribunal to enforce compromise and arrangement.

(1) Where a Tribunal makes an order under section 391 sanctioning a compromise or an arrangement in respect of a company, it—

(a) shall have power to supervise the carrying out of the compromise or an arrangement; and

(b) may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement.

(2) If the Tribunal aforesaid is satisfied that a compromise or an arrangement sanctioned under section 391 cannot be worked satisfactorily with or without modifications, it may, either on its own motion or on the application of any person interested in the affairs of the company, make an

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order winding up the company, and such an order shall be deemed to be an order made under section 433 of this Act.

(3) The provisions of this section shall, so far as may be, also apply to a company in respect of which an order has been made before the commencement of the Companies (Amendment) Act, 2001 sanctioning a compromise or an arrangement.”

7. Section 393 of the Act, inter alia, provides as under:-

“393. Information as to compromise or arrangements with creditors and members.-

(1) Where a meeting of creditors or any class of creditors or of members or any class of members, is called under section 391,-

(a) with every notice calling the meeting which is sent to a creditor or member, there shall be sent also a statement setting forth the terms of the compromise or arrangement and explaining its effect; and in particular, stating any material interests of the directors, managing director managing agent, secretaries and treasurers or manager of the company, whether in their capacity as such or as members or creditors of the company or otherwise, and the effect on those interests, of the compromise or arrangement, if, and in so far as, it is different from the effect on the like interests of other persons; and

(b) in every notice calling the meeting which is given

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by advertisement there shall be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid.

………………………………………………..”

8. The appellant as well as the SGL, amongst others, have relied upon the following cases in which the principles laid down, are as under:-

(a) In the case of “Miheer H. Mafatlal Vs. Mafatlal Industries Ltd.” reported in [1996 (Vol. 87) Comp. Cases, 792], in the matter of sanctioning the scheme of amalgamation, the Apex Court has held that the compromise or arrangement between the company and the creditors and members is the commercial wisdom of the parties to the scheme who have taken an informed decision about the usefulness and propriety of the scheme by supporting it by requisite majority vote that has to be kept in view by the Court. The Court certainly would not act as a court of appeal and sit in judgment over the informed view of the parties concerned to the compromise as the same would be in the realm of corporate and commercial wisdom of the parties concerned. The Court has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and members of the company who have ratified the scheme by the requisite majority. Consequently the Company Court’s

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jurisdiction to that extent is peripheral and supervisory and not appellate. The Court acts like an umpire in a game of cricket who has to see that both the teams play their game according to the rules and do not overstep the limits. But subject to that how best the game is to be played is left to the players and not to the umpire. The supervisory jurisdiction of the Company Court can also be culled out from the provisions of Section 392 of the Act. Of course this section deals with post-sanction supervision. But the said provision itself clearly earmarks the field in which the sanction of the Court operates. It is obvious that the supervisor cannot ever be treated as the author or a policy-maker. Consequently the propriety and the merits of the compromise or arrangement have to be judged by the parties who as sui Juris with their open eyes and fully informed about the pros and cons of the scheme arrive at their own reasoned judgment and agree to be bound by such compromise or arrangement. The following are the broad contours of the scope and ambit of the jurisdiction of the Company Court enumerated by the Apex Court in the case of “Miheer Mafatlal”,(supra) which are stated to be illustrative and not exhaustive:-

1. The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by Section 391(1) (a) have been held.

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2. That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391 sub-section (2).

3. That the meetings concerned of he creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as a whole so as to legitimately bind even the dissenting members of that class.

4. That all the necessary material indicated by Section 393(1)(a) is placed before the voters at the concerned meetings as contemplated by Section 391(1).

5. That all the requisite material contemplated by the proviso to sub-Section (2) of Section 391 of the Act is placed before the Court by the concerned applicant seeking sanction for such a scheme and the court gets satisfied about the same.

6. That the proposed scheme of compromise and arrangement is not found to be violative of any provision of law and is not unconscionable, nor contrary to public policy. For ascertaining the real purpose underlying the

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Scheme with a view to be satisfied on this aspect, the court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously x-ray the same.

7. That the Company Court has also to satisfy itself that members or class of members or creditors or class of creditors, as the case may be, were acting bona fide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter comprising of the same class whom they purported to represent.

8. That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant.

9. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there could be a better scheme for the company and its members or creditors for whom the

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scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction.”

(b) In the case of “Hindustan Lever and another Vs. State of Maharashtra and another” reported in [(2004) 9 SCC 438], the Apex Court reiterated the said contours and further observed as under:-

12. Two broad principles under lying a scheme of amalgamation which have been brought out in this judgment are:

1. that the order passed by the court amalgamating the company is based on a compromise or arrangement arrived at between the parties; and

2. that the jurisdiction of the Company Court while sanctioning the scheme is supervisory only i.e. to observe that the procedure set out in the Act is met and complied with and that the proposed scheme of compromise or arrangement is not violative of any provision of law, unconscionable or contrary to public policy. The Court is not to exercise the appellate jurisdiction and examine the commercial wisdom of compromise or arrangement arrived at between the parties. The role of the court is

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that of an umpire in a game, to see that the teams play their role as per rules and do not overstep the limits. Subject to that how best the game is to be played is left to the players and not to the umpire.

Both these principles indicate that there is no adjudication by the court on the merits as such.

(c) In the case of “Bedrock Ltd.” reported in [1998 (4) Bom. C.R. 710], it has been held that a party seeking discretionary relief from the Court must come with clean hands; must not suppress any relevant fact from the Court; must refrain from making misleading statements and from giving incorrect information to the Court and that such conduct of the party is sufficient to entail an outright dismissal of the petition without going into the merits.

(d) In the case of “T. Mathew Vs. Smt. Saroj G. Poddar” reported in [(1996) 22 CLA Section II, 200], it has been held that one who comes to the Court must come with clean hands and that this position is well settled in “S. P. Chengalavarya Naidu V/s. Jagannath” [AIR 1994 SC 853] wherein, inter alia, it is observed that the courts of law are meant for imparting justice between the parties; that one who comes to the court must come with clean hands and that it can be said without hesitation that a person whose case is based on falsehood has no right to approach the court and he

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can be summarily thrown out at any stage of the litigation.

9. Mr. Chagla, learned Senior Counsel appearing on behalf of the respondent no.1 submitted that before proceeding to deal with the objections raised by the appellant, it would be advisable to look into his conduct and bona fides. He vehemently urged that the present appeals require something more than dismissal as there is lack of bona fides; suppression of material facts and an attempt to mislead the Court, which ought not to be encouraged. He submitted that the appellant has not approached with clean hands. The learned Counsel pointed out that the appellant has filed Writ Petition No. 840/2012 before the High Court of Judicature at Bombay for enforcement of Serious Frauds Investigation Office (SFIO) report and for other reliefs, which is still pending. He further submitted that the appellant has filed Civil Suit no. 69 of 2012 before the District Court, at Panaji-Goa, based on the SFIO report, for a direction to the Registrar of Companies, Goa to delete the name of SGL from the register maintained by his office, for recovery of money and other reliefs, in which even interim relief for stay of amalgamation proceedings was asked for. He pointed out that in the Company Petitions, the judgment was reserved on 08/02/2013 but the said suit no. 60 of 2012 was filed before the District Judge on 07/12/2012 which shows that there is suppression of material facts. He submitted that the above facts have been suppressed from this Court and also they were suppressed from the

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Company Court. According to SGL, the material fact of filing of the said Writ Petition and Civil Suit has been suppressed with ulterior motive and malafide intention and with an attempt to procure orders from this Court. Learned Counsel pointed out that the appellant and his family members have increased their equity shareholding in SGL by purchasing additional shares after the court convened meeting of SGL and still the appellant says that the scheme is bad and detrimental to him and others. He submitted that the present appeals are filed with ulterior motive and that there is no ground for challenge of the impugned judgment and order. Learned Senior Counsel submitted that it is well settled that when a person comes with unclean hands, he is not entitled to any relief. In this regard, he relied upon “Bedrock Ltd.” and “Smt. Saroj G. Poddar” (supra). The appellant, in answer, submitted that the said Writ Petition and the Suit have no co-relation with the issues raised in the present proceedings. According to him, by the Writ Petition, he is trying to enforce the recommendations in terms of filing prosecutions under Indian Penal Code against delinquent officers of SGL and the Suit pertains to a contract that had been entered into by SGL in terms of buying shares of its erstwhile subsidiary viz Sesa Industries Ltd. and both do not come in the way of amalgamation proceedings. The Writ Petition No. 840/2012 was filed in or around April 2012 by the minority shareholders of SGL, including the appellant praying therein inter alia for a direction to the respondents therein to file proceedings under relevant provisions of Indian Penal Code and the Companies Act, on the basis of SFIO

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reports dated 29/4/2011, against the persons named therein and to reimburse the funds siphoned away from the Company (a mention of which is made in the reports dated 29/4/2012 of SFIO), back into its books. In Suit No. 69/2012, filed in December 2012, the appellant and his family members have, inter alia, prayed for direction to the Registrar Of Companies to take action against SGL under the relevant provisions of the Companies Act and to delete the name of SGL from the register and to restrain SGL from amalgamating or merging itself with any other company or voluntarily winding up itself, pending the hearing and final disposal of the suit. The learned Company Judge had reserved the Judgment in Company Petitions on 8/2/2013 and had sanctioned the schemes of amalgamation by order dated 3/4/2013. One of the objections taken by the appellant is that SFIO report, wherein siphoning of more than 1,000 crores has been discovered, was not considered by valuers. In our considered opinion, there is no merit in the submission canvassed by the appellant that the said Writ Petition and the Suit have no co-relation with the issues raised in the present proceedings.

10. The learned Senior Counsel appearing on behalf of SGL further submitted that the appellant and his family members who had opposed the sanctioning of the concurrent scheme, represented only 0.17% in number and 0.01% in value of the Equity shareholders present and voting at the Court convened meetings held on 19/6/2012 and insofar as composite

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scheme is concerned, they represented only 0.43% in number and 0.01% of the value of the Equity Shareholders present and voting at the court convened meeting held on 19/6/2012. Learned Senior Counsel then pointed out that the appellant and his family members have now purchased approximately 10,000 shares of SGL and have thus increased their equity shareholding in SGL after the Court convened meetings of SGL. Relying upon “Hindalco Industries Limited, In re” reported in [(2009) 151 Comp. Cases 446 (Bom)], learned Counsel, submitted that the appellant lacks bonafides. The appellant, on the other hand, submitted that he and his family members had sold more than 50,000 shares of SGL before the announcement of amalgamation and that they deal in stocks and shares on a regular basis and since the value of the shares of SGL plummeted post announcement of amalgamation and further once the appellant on reading the Explanatory Statement and on ascertaining the other facts of the case was convinced that the present amalgamations could never pass the test of law, they re-purchased approximately 10,000 shares of SGL, which were available at discount rate of 60/- per share. According to the appellant, frivolous arguments have been advanced by SGL only to prejudice this Court. Nobody trades into the shares knowing that they would ultimately go into loss. When it is the case of appellant that the schemes of amalgamation are detrimental to the minority shareholders and only the promoters and majority shareholders would stand to gain and when he wants that the schemes should not be sanctioned, purchasing of shares of

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SGL after amalgamation is contrary to the above case and prayer. In case of the appellant and his family members who claim to be dealing in stocks and shares, who sold more than 50,000 shares prior to the announcement of amalgamation, again purchasing 10,000 shares of the same company after amalgamation is all the more conspicuous and this certainly reveals lack of bona fides. In the case of “Hindalco Industries Ltd.”(supra), the second objector had only one share of the petitioner-company. He participated in the meeting and registered his objection. But the resolution was passed with overwhelming majority. On the one hand, he objected to the proposed scheme and on the other hand, after the meeting of the Equity Shareholders, he purchased additional 50 Equity Shares of the petitioner-company and that reflected his bona fides. Learned Company Judge held that no prudent person who had opposed the proposed scheme would think of acquiring additional shares of the same company. No doubt, It was observed that the fact that the objector possessed only one share on the relevant date does not mean that he is denuded of his right of raising objection. However still, substance was found in the stand taken by the petitioner-company that the complaint filed by this objector was not bona fide. It has been held that the person who has not approached with clean hands and have traded in the shares of the target company, cannot be heard to make grievance about the scheme. Therefore, we have no hesitation to hold that there is a serious doubt about the bona fides of the appellant in challenging the Scheme.

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11. We now proceed to deal with the objections raised by the appellant, on merits.

12. The appellant’s first objection is that there is violation of the provisions of Section 391 of the Act, on account of following:- (a) the schemes have been modified twice: firstly after the valuation was done and placed before the shareholders for approval and secondly after the filing of the Company Petitions in the Court; (b) the report of SFIO was not placed before the Company Court and hence there was violation of the proviso to Section 391(2) of the Act; (c) since one of the members who had allegedly cast a vote in favour of the scheme had died long back, there was misrepresentation of the shareholders of SGL; (d) the majority of the minority shareholders who were present and who had voted in the Court convened meetings had opposed the schemes; and (e) the majority of the Foreign Institutional Investors (FII) who held shares in SGL had voted against the scheme. His second objection is that the valuations are skewed and pre-determined. In this regard, he has contended as follows:- (a) SFIO report has discovered siphoning of more than 1,000/- crores but the same has not been considered by the valuers; (b) the valuers had considered the valuation of Cairns India Ltd.(CIL) and its associated debt but CIL is not part of merger which shows that there is modification; (c) Scheme that had been approved by the shareholders have been modified inasmuch as SGL has undertaken to take over Residual VAL’s liabilities; (d) the principles of the

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methodologies applied by the valuers whilst valuing the schemes and more specifically the “Price of Recent Investment”(PRI) methodology insofar as the valuation of VAL is concerned, has been most incorrectly applied by the valuers; (e) the subsequent developments in terms of the complete stoppage of operations at VAL post December, 2012 i.e during the course of the hearing of the present Petitions by this Court have completely rendered the valuations arrived at by the valuers as otiose; (f) the non-disclosure of many of the contingent liabilities of the transferor companies in their balance sheets have also rendered the valuations arrived at by the valuers as meaningless; (g) the valuations arrived at by the valuers only benefit the promoters of SGL at the cost of its minority shareholders; (h) the valuations arrived at by the valuers are arithmetically incorrect inasmuch as the shares of SIL have been valued differentially while valuing the said Company and whilst valuing the same as an investment made by another transferor company viz, MALCO; and (i) the valuations arrived at by the valuers were pre-determined inasmuch as the merchant bankers were already having draft reports of the schemes which were prepared at least two days prior to the issuance of the valuation report. Even the report submitted by the parent company of SGL to the London Stock Exchange was based on information that was gathered by it one day prior to the valuation report.

13. The next objection is that there is violation of the provisions of

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Section 393 of the Act inasmuch as:- (a) SFIO report was not shown to the shareholders despite being available with SGL; (b) the fairness opinion reports were not disclosed in the Explanatory Statement despite an undertaking given by SGL to the National Stock Exchange(NSE); and (c) Misleading statement made by SGL in the Explanatory Statement to the effect that the financial position of SGL would not be adversely affected if Ekaterina was merged into it. The fourth objection is that there is violation of Public Policy and Public Interest because of following:- (a) SFIO report exhibits the fact that the affairs of SGL have been managed by its management in a manner contrary to public policy and public interest;(b) the schemes mooted by SGL are a colourable device inasmuch as by the said schemes SGL and SIL are trying to claim refund of the taxes paid by them for yester years owing to the accumulation of the losses accrued in the other transferor companies which would then be transferred into the books of SGL and claiming of tax refunds otherwise is impermissible in law; (c) there is no element of public interest in the schemes mooted by SGL inasmuch as by the said schemes the interests of the minority shareholders of SGL would be severely affected. The fifth objection is that the schemes mooted by SGL are completely unconscionable in nature inasmuch as on the sanction of the same, SGL would be reduced to a debt laden status having no means to cater to the said debt and would thus be in no capacity to churn out any profits for distribution amongst its minority shareholders but the promoters of SGL would be relieved of the said debt and the

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responsibility to service the same. Sixth and the last objection of the appellant is that the schemes of arrangement have been proposed by SGL so as to somehow circumvent the action that is required to be taken by the Ministry of Corporate Affairs on the recommendations made by SFIO in its report since once a sanction is accorded by a Court to a scheme, it is presumed that the companies amalgamating were managing their affairs in a manner not prejudicial to their respective shareholders.

14. The appellant has relied upon the following judgments:-

(a) Vodafone International Holdings BV Vs Union of India and another. [(2012) 6 SCC 613]

(b) J. S. Davar and another Vs. Shankar Vishnu Marathe and others. (AIR 1967 Bom.456)

(c) Satyesh James Parasad and others Vs. Indian Petrochemicals Corporation Ltd. [(2008) 85 CLA 175 (Guj.)]

(d) M/s Meghal Homes Pvt. Ltd. Vs Shree Niwas Girni K. K. Samity, (AIR 2007 SC 3079)

(e) Bengal Bank Ltd. Vs. Suresh Chakravartty and others, [AIR (39) 1952 Calcutta 133]

(f) Modus Analysis and Information P. Ltd. and others, In re, [(2008)142 Comp Cas 410 (Cal)]

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(g) Re Hellenic & General Trust Ltd. [(1975) 3 All ER 382]

(h) Wood Polymer Ltd. In re. And Bengal Hotels Pvt. Ltd., In re. [(1977) 47 Com. Cas. 597]

(i) M/s McDowell and Co. Ltd. Vs Commercial Tax Officer, [(1985) 3 SCC 230]

(j) Union of India and another Vs. Azadi Bachao Andolan and another, [(2004) 10 SCC 1]

(k) Larsen and Toubro Limited, In re(Bom) [(2004) 121 Com. Cas. 523]

15. Per contra, it is the contention of learned Senior Counsel appearing on behalf of SGL that it is well settled that a Company Court is not expected to sit in appeal over the commercial wisdom of the majority shareholders of the company who have given their seal of approval to the schemes of amalgamation. The court is expected to act as an umpire and dispassionately consider whether the procedure which is laid down under the section has been followed meticulously, fairly and impartially and proper opportunity is given to all shareholders and the creditors of the company to ensure that sanction and approval is not obtained by suppression of material facts or that a decision is contrary to the interest of minority shareholders or creditors. It is submitted that the contours of the jurisdiction of the Company Court whilst sanctioning the scheme of amalgamation have been laid down by the Apex Court. Learned Counsel

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invited our attention to paragraphs 27, 28 and 29 of the judgment in the case of “Miheer Mafatlal”; paragraphs 3, 4 and 6 of the judgment in the case of “Hindustan Lever Employees’ Union Vs. Hindustan Lever Ltd. and others” (AIR 1995 SC 470) and paragraphs 11, 12, 13, 18 and 32 of the judgment in the case of “Hindustan lever and another”(supra). It is submitted that in the present case, the concurrent and composite schemes have been approved by the equity shareholders of SGL in accordance with the mandate of Section 391(2) of the Act and in accordance with the well settled position of law. According to the learned Counsel for SGL, there is no impediment to the sanction of the schemes in view of the following facts:-

(a) SGL has complied with the statutory procedures under the Act and the Rules and the requisite meetings as directed by the Court have been convened;

(b) The scheme has been approved by majority of the equity shareholders in terms of Section 391(2) of the Act;

(c) All relevant material as stipulated by Section 391 of the Act was provided to the equity shareholders and/or made available for inspection as as to enable the equity shareholders to arrive at an informed decision on the scheme;

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(d) The scheme is not violative of any provisions of law and is not contrary to public policy;

(e) The scheme is just, fair and advances the interest of SGL and their shareholders and stakeholders.

16. Mr. Chagla, learned Senior Counsel appearing on behalf of the respondent no.1, further submitted that the petitioner has argued all the objections before this Appellate Court as if these are original Petitions. He pointed out that almost all the objections which are now taken by the appellant before this Court were taken before the Company Court and have been dealt with by the said Court. He submitted that the judgment in the case of “Miheer Mafatlal” (supra) and “Hindustan Lever” (supra) were cited before the learned Company Court and have been duly considered by it. It was therefore submitted that no interference is called for.

17. Mr. Ferreira, the learned Assistant Solicitor General, appearing on behalf of the respondent no. 2, submitted that the respondent no. 2 has no role to play in these proceedings.

18. According to the appellant, the valuers who have arrived at swap/exchange ratio and the merchant bankers who have ascertained the fairness of the said valuation, have considered the valuation in terms of transfer of 38.8% stake in Cairn India Ltd.(CIL) from one of the subsidiaries

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of Vedanta Resources Plc. viz Twin Star Energy Holdings Ltd.(THEL) into one of the 100% subsidiaries of SGL along with the associated debt of $ 5,924 million. It is the contention of the appellant that this fact has been acknowledged by SGL in paragraph 25 of the Sur-Sur-Rejoinder, filed by it on 6/10/2012 read with a chart which is a part of Exhibit J-colly to the affidavit in rejoinder of SGA dated 13/9/2012. It is contended that the figures of SGL in respect of revenue, EBITDA and cash and current investment post the merger as mentioned therein correspond axiomatically with the figures stated in the said chart annexed to the rejoinder dated 13/9/2012, which aptly demonstrate the inclusion of financials related to CIL whilst arriving at the said figures of revenue, EBIDTA and cash and current investments of SGL, post merger. It is further submitted that the above fact is clear from the valuation report dated 24/2/2012 of Grant Thornton and KPMG India Pvt. Ltd., wherein according to the appellant, at page 1, the valuation of Twinstar Holding Ltd., which is not a part of the amalgamating companies has been considered. It was pointed out that at page 7, the valuers have used the word ‘transaction’ whilst qualifying that they have not, by the said valuation, addressed the relative merits of the said amalgamation and that the word ‘transaction’ as defined in the Fairness Opinion Reports include the valuation of CIL. The appellant further submitted that in the valuation report dated 24/2/2012, at page 8, the words “proposed restructuring”, which include the proposed schemes of amalgamation as also the inclusion of CIL and its associated debt, have

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been used whilst qualifying the report. It is further submitted that the merchant bankers (DSP Merrill Lynch and Citygroup), in their Fairness Opinion Reports, have mentioned that CIL and “Cairns Forecasts” have been considered by them whilst appreciating the valuation report dated 24/2/2012. The appellant canvassed that in the statutory report filed by Vedanta Resources Plc with London Stock Exchange, the entire scheme of amalgamation and the valuations conducted by SGL in respect thereto have been laid out in detail and CIL being part of the said valuations has been expressly stated in the said report. The appellant submitted that SGL whilst seeking approval of the proposed schemes from its shareholders as also from the Company Court varied the terms of the said schemes inasmuch as the original valuations arrived at by the joint valuers in respect of the companies forming part of the said schemes included the valuation of 38.8% stake in CIL and its associated debt whereas CIL was ultimately excluded from the gamut of companies forming a part of the proposed amalgamation and hence the swap/exchange ratio arrived at by the joint valuers was rendered meaningless in terms of the said modification rendered to the proposed schemes that were placed for approval before the shareholders of SGL and also before the Company Court.

19. Learned Senior Counsel appearing on behalf of SGL, during the course of arguments, made it clear that the Fairness Opinion dated 25/2/2012 of Citigroup Global Markets India Limited, which is at page no.

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163A/Set IV has been inadvertently filed before the Court. He submitted that the opinion dated 25/02/2012 given by Citigroup Global Markets India Private Limited relied upon by the appellant is not for merger but for purchase of CIL. As pointed out by him, the said opinion finally says that based upon and subject to the foregoing, the experience of the Citigroup Global Markets India Private Limited, as Investment Bankers, their work as described above and other factors deemed relevant by them, they are of the opinion that as on the date mentioned in the report, the consideration is fair, from financial point of view to the SGL. Learned Senior Counsel submitted that the said 38.8% stake of cairn was to be purchased and that was a totally independent transaction. He further submitted that 20.1% of CIL was taken as investment in valuation. He submitted that said transfer of Vendanta’s direct holding of 38.8% in CIL to Sesa Goa was not a condition to the merger. According to him, the statement in the Affidavit in Sur Sur Rejoinder dated 6/10/2012, filed by SGL, with regard to CIL is read out of context. A perusal of the said opinion of Global Markets India Pvt. Ltd., pointed out by the appellant, reveals that it is in respect of the acquisition of the shares of CIL and has nothing to do either with the concurrent scheme or the composite scheme. With regard to the acquisition of CIL, it is seen that in the press release note issued by SGL on 25/2/2012, on ‘All-share Merger of Sesa Goa and Sterlite Industries, and Vedanta Group Consolidation”, on of the transaction highlights is mentioned as transfer of Vedanta’s direct holding of 38.8% in CIL to SGL, together with the

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associated debt of $5.9 billion, at cost and that post the transfer, Sesa Sterlite will have a 58.9% shareholding in Cairn India. Further, one of the proposed transaction steps has been stated as follows:-

“ Vedanta will transfer its 38.8% direct shareholding in Cairn India to a wholly-owned subsidiary of Sesa Goa at a nominal consideration of $1, together with the associated acquisition debt of $ 5.9 bn (through the transfer of companies in which such debt and shareholdings are held). The debt will continue to be guaranteed by Vedanta. This transfer is not inter-conditional on the merger of Sesa, Sterlite, MALCO and VAL.”

Thus, it can be said that transfer of Vedanta’s direct holding of 38.8% in CIL to Sesa Goa, is an independent transaction. At page no. 3 of the joint valuation report dated 24/2/2012 of Grant Thornton and KPGD India Pvt. Ltd., with regard to proposed restructuring, it is specifically mentioned that the relative valuation of the equity shares of SGL, SIIL, MALCO and Ekaterina has been carried out with a view to arriving at a fair share exchange ratio of the equity shares of SIIL, MALCO and Ekaterina for the equity shares of SGL. At page no. 6 of the said report, it is mentioned that the Price of Recent Investment (PRI) approach has been considered in cases where an investment/transaction has taken place recently or the company has been acquired recently. It is stated that in such case the cost

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of such investment/acquisition has been considered as the fair market value and that PRI has been used to derive value of SGL’s investments in CIL. In view of the above, there is force in the submission of Mr. Chagla, learned Senior Counsel, appearing on behalf of SGL that the 38.8% stake of CIL is not the subject matter of the valuation report dated 24/2/2012 prepared by joint valuers and that what has been considered is only the investment in CIL.

20. The appellant further submitted that as per clause 3.3 of Chapter III of the Scheme in Company petition No. 12 of 2012, “Residual VAL” was supposed to take care of his own liabilities and the petitioner-Company was not required to own any liabilities of Residual VAL. The appellant submitted that in spite of above, in paragraph 3 of the affidavit dated 02/10/2012 filed by the petitioner-Company in Madras High Court it has been stated that all contractual/legal remedies including appellate remedies by Residual VAL shall be discharged by the amalgamating company to the extent that the Residual VAL is entitled to discharge the same. As provided in the composite scheme, the aluminium business of VAL will be demerged and transferred into SGL whereas Residual VAL will operate the power undertaking. In terms of Clause 3.3 of Chapter 6 of the Composite Scheme, in Company Petition No. 12/2012, Residual VAL which concerns the power business of VAL and MALCO (post merger), was supposed to take care of its own liabilities and SGL would in no circumstances be required to honour

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any liabilities of Residual VAL towards its secured/unsecured creditors. However, in an affidavit filed by SGL before the Madras High Court in Company Petition No. 167/2012, filed by VAL, SGL has undertaken to discharge the liabilities of Residual VAL to the extent Residual VAL was unable to discharge the same. On account of the above, it is the contention of the appellant that SGL has expressly modified the terms of the schemes of amalgamation, after having sought the approval from its shareholders. We find that there is absolutely no substance in the above objection of the appellant on alleged modification of the schemes. Insofar as, the affidavit filed before the Madras High Court, is concerned, the learned Counsel on behalf of SGL, submitted that the said undertaking given to the Court cannot be held as modification of the scheme. We agree with the learned Counsel, because, admittedly, there is no amendment moved to the Court for modification of the scheme. What is stated in the affidavit is post-merger and about taking over all liabilities post amalgamation. This point has been elaborately considered by the learned Company Judge. The learned Judge has observed that a perusal of the affidavit discloses that in order to give comfort to the Residual VAL which would become subsidiary of the amalgamated Company and to give assurance to its creditors that they would be taken care of, it was stated that after the scheme was sanctioned if the Residual VAL was not in a position to repay the debts of its creditors, in that event the said debts would be paid by the amalgamating company. Even otherwise, as pointed out by the learned Senior Counsel, as per the

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clause 3.3.1 of the scheme of Residual VAL, all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by VAL. Clause 3.3.2 (ii) mentions that if proceedings are taken up against SGL in respect of the matters referred to in sub-clause 1(i) above, it shall defend the same in accordance with the advice of VAL and at the cost of VAL, and the latter shall reimburse and indemnify SGL against all liabilities and obligations incurred by SGL in respect thereof.

21. There can be no dispute that the procedural requirements of Section 391 of the Act must be satisfied before the Court can consider the acceptability of a scheme. Section 392 of the Act only gives power to the Court to make such modifications in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement and this cannot be understood as a power to make substantial modifications in the scheme approved by the members in a meeting called in terms of Section 391 of the Act. In the present case there is no violation of the provisions of Section 391 of the Act, as there is no modification of the schemes as alleged by the appellant. Reliance placed by the appellant in the cases of “M/s. Meghal Homes Pvt. Ltd.”; and “Bengal Bank Ltd.”(supra) is misplaced. As pointed out by Mr Chagla, the learned Senior Counsel, in paragraph 11 of the judgment in the case of “M/s. Meghal Homes Pvt. Ltd.”(supra), the Apex Court has observed that the Division Bench had allowed the appeals, set aside the judgment of the Company Court and

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sanctioned the scheme as modified and as further modified during the course of hearing before the Division Bench, by way of two affidavits filed by the Director of Lodha Builders Pvt. Ltd. and therefore the said scheme with modification had to go back to the General Meeting of the members, called in accordance with Section 391 of the Act and for obtaining requisite majority. Therefore, the judgment of the Apex Court in the case supra is clearly distinguishable. The learned Company Court, in paragraph 34 of the impugned judgment, has distinguished the facts of the present cases with those in “Meghal Homes Pvt. Ltd.”(supra). There is no modification of the schemes in the present cases. The ratio of the judgment in case supra is not applicable to the facts of the present cases. In the case of “Bengal Bank Ltd.”, a scheme was sanctioned by the majority under Section 153(2) of the Companies Act, 1913. But that scheme was modified by the Reserve Bank. The changes were substantial and not just nominal. It was held by the Calcutta High Court that if a scheme has been sanctioned under Section 153(2) of the Companies Act and that scheme has not been certified as it is, but has been modified by the Reserve Bank and that modified scheme is presented to the Court for confirmation, without being sanctioned as required under Section 153(2), the Court has no jurisdiction to grant sanction to such a scheme. No such thing has happened in cases before us. Hence, the case of “Bengal Bank Ltd.”(supra) is also not applicable.

22. In view of the discussion supra, the contention of the appellant that

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there is violation of the provisions of Section 391 of the Act inasmuch as SGL has modified the schemes with regard to CIL and that CIL is considered for valuation therefore there was modification to the proposed schemes before seeking approval of the shareholders of SGL as also before the Company Court and further that the schemes have been modified after filing the petitions before the Company Court in view of affidavit filed in Madras High Court, is without legal sanctity, and liable to be rejected.

23. Further, for the same reasons as above, the contention of the appellant that since the scheme had been valued by considering the valuation of CIL and its associated debt though CIL is not part of merger, due to which the scheme is modified and therefore the joint valuation is skewed and predetermined, has no force. Similarly, the submission that since Residual VAL’s liabilities have been undertaken by SGL, the scheme stands modified and hence the joint valuation is skewed and predetermined, has also no merit.

24. The appellant submits that there is violation of the provisions of Section 391(2) of the Act inasmuch as SGL has suppressed the SFIO report which pertains to the investigation regarding SGL under Section 235 of the Act, from the Company Court as well as the shareholders. According to the appellant, SGL has misled them by making false statements in the Explanatory Statement thereby driving them to take an uninformed

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decision. It is contended that despite being in possession of the SFIO report, SGL failed to even refer to the same in the Explanatory Statement but on the contrary made a statement that the investigation before the SFIO was pending. Thus, the appellant submitted that there is violation of the provisions of Section 393 of the Act. It is further the contention of the appellant that SFIO report, dated 29/4/2011, wherein a siphoning of more than 1,000 crores has been discovered, has not been considered by the valuers, and therefore the valuation is skewed, predetermined, disproportionate and belies even the methodologies used by the valuers and such ratios cannot be imposed upon the minority shareholders of SGL by sanctioning the schemes. It is also a contention of the appellant that the said SFIO Report exhibits the fact that the affairs of SGL have been managed by its management in a manner contrary to public policy and public interest since the said siphoning of amount of more than 1,000 crores is in respect of iron exports of iron ore which is a national wealth.

25. As far as the SFIO report dated 29/4/2011, is concerned, the learned Senior Counsel appearing on behalf of SGL, submitted that the said report had not culminated into prosecution and had to go to the Central Government for approval. He submitted that the said report was only provisional and therefore not required to be disclosed. The learned Counsel further submitted that in spite of the same being provisional, SGL had disclosed to the National Stock Exchange that there was investigation. He

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submitted that it was for National Stock Exchange to raise objection, if any, about the non-disclosure of the SFIO Report. He also stated that in the Explanatory Statement as also in the Company Petition filed before the Company Court, SGL had disclosed the pendency of the proceedings, before the SFIO, under Sections 235 to 251 of the Act.

26. A perusal of the Explanatory Statement dated 19/5/2012 reveals that there is reference to the pending investigation. It is further mentioned in this Statement that any voter could take inspection of the document referred to in this Statement, by visiting Company’s office. According to the appellant there was no investigation pending since SFIO had already submitted its report dated 29/4/2012. But the said report, unless approved by the Ministry of Corporate Affairs, could not have attained finality. SGL had sent its representations against the allegations made in the said provisional report. The learned Company Judge has observed that it is quite well settled that even if the report is filed and if any action has to be taken, further investigations have to be done for the purpose of taking recourse to criminal proceedings and the report has to be filed in the Court. Therefore, merely because the word ‘pending’ has been used in the Explanatory Statement, it cannot be said that there is suppression of material fact and an attempt to mislead the equity shareholders. We do not find anything wrong in the above observations made by the Company Court. Be that as it may, the said SFIO report could not have come in the way of amalgamation,

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since Company remains and the erring directors, officers, etc of SGL would be subject to the consequences that would arise from that report. During the course of arguments, the appellant had fairly conceded that the SFIO report is not relevant and does not come in the way of sanction of the schemes. Hence, there cannot be any need to file the SFIO report along with the Company Petitions for sanction of Schemes. The appellant had himself filed the report along with his reply to the Petition. According to the appellant, though the SFIO report was with him, however, the same was not with any other shareholder. As has been rightly contended by the learned Senior Counsel for SGL, the other equity shareholders had not raised any objection regarding non disclosure of SFIO report.

27. The joint valuation report is dated 24/2/2012. The valuers, in the letters dated 9/1/2013 and 14/1/2013, have specifically mentioned that they had received the copy of SFIO report dated 29/4/2011 and representations made by SGL to the Secretary, Ministry of corporate Affairs in response to the SFIO report and that they have considered the information provided by SGL including the SFIO report while recommending the swap exchange ratio vide joint swap letter dated 24/2/2012 and that this should be read along with the joint swap letter dated 24/2/2012. These letters were produced by SGL before the learned Company Court. Besides the above, there are subsequent events. The SFIO has prepared another report after considering the representations and submissions sent by SGL to

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the Secretary, Ministry of Corporate Affairs, thereby explaining the stand of SGL on the allegations made in SFIO’s report and denying those allegations. In the fresh report, it is stated that had these representations been there prior to the preparation of the first report, then the conclusions in that report would have been different with regard to under invoicing, over invoicing and other aspects and these conclusions would have been in favour of SGL. By letter dated 10/5/2013, the Ministry of Corporate Affairs has stated that they have advised SFIO not to file prosecution against SGL, for alleged violations.

28. Therefore, there is no merit in the objection raised by the appellant, regarding the alleged suppression of the SFIO report dated 29/4/2011 from the shareholders or the Company Court or about the alleged non-consideration of the same by the joint valuers. Further, the contention of the appellant that the joint valuation is skewed since the valuers have not considered the alleged siphoning of more than 1,000/- crores disclosed in the SFIO report dated 29/4/2012, has also no merit at all. There is also no substance in the allegation that there is violation of public policy and public interest, since alleged siphoning of huge amount was in respect of national wealth i.e. iron ore.

29. Next contention of the appellant is that in the only methodology that could apply for arriving at the valuation of Ekaterina as per the

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valuation report submitted by the joint valuers was the PRI methodology since neither the Company Ekaterina is a listed Company nor does it have any positive net asset value and also it does not have any positive cash flow for any other methodologies, used by valuers to arrive at the valuations, to apply to Ekaterina. According to the appellant, Ekaterina had valued the shares of VAL at the rate of  16.50/- per share as on 24/2/1012 whilst issuing its own shares in exchange for the acquisition of shares of 70.50% stake in VAL from other subsidiaries of Vedanta Resources Plc. It is further stated that this was the most recent investment made by any company in the shares of VAL. It is contended that despite making a categorical statement that the cost of any such investment made by the said amalgamating companies has been considered by the valuers as fair value, however, the valuers have on the same day valued the shares of VAL at 27.60/- per share thereby completely defying the application of their methodology in terms of PRI. It is therefore contended that the entire valuation report is untrustworthy and unreliable. It has been further contended that the valuers have arithmetically arrived at some absurd valuations and swap/exchange ratios.

30. With regard to the above difference between the value of VAL shares at 16.50 per share by Ekaterina and the value of VAL at  27.60/- per share arrived at by the Joint-valuers for the amalgamation, learned Counsel appearing on behalf of SGL submitted that the comparison is

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wholly incorrect since the prior transfer of VAL’s share from the said subsidiaries of Vedanta Resources Plc, namely Twinstar Holdings Ltd. and Welter Trading Ltd. to Ekaterina was a transfer amongst the holding Company and wholly owned subsidiaries and no one else was concerned. It was not a market value but a notional value and therefore, not required to be at a fair value. It is contended that the joint-valuers had arrived at a valuation of VAL based on the inherent value of VAL’s shares, in determining the share exchange ratio which was based on factors stated in the joint valuation report, swap value was 27.60/- and that was relevant.

31. Learned Company Judge has observed that the above submissions of the objector (appellant) are nothing but conjectures and surmises and the own opinion of the objector in respect of the valuation and fairness report and his own analysis as to how the swap ratio which is arrived at by the valuers is incorrect. The Company Court has observed that there is no material on record to show that minority shareholders would suffer by this ratio whereas the promoters would stand to gain, since this ratio is applicable to all the equity shareholders without making any exception either in respect of promoter shareholders or any other category of equity shareholders. The valuers were not before the Company Court. There may not be any provision in the Act enabling the objector to propose an amendment to the scheme in the Court convened meeting, but he can very well produce his own valuation report prepared by some experts, for

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showing that the valuations considered for schemes were not correct. In the present cases in addition to Joint valuation report prepared by experts, there are fairness opinion reports prepared by by other experts stating that the share exchange ratio as arrived in the joint valuation report is fair. Therefore the appellant cannot be heard to say that the valuation is skewed since the methodology insofar as the valuation for VAL is concerned, has been incorrectly applied.

32. It is further submitted by the appellant that the balance sheets of VAL and SEL (which are the transferor companies in the present schemes of amalgamation) have not shown, either in the liability and/or the contingent liability heads, many of the claims of persons who are the creditors of the said companies (some of whom had also sought to intervene in the present proceedings). According to the appellant, the claims of such persons which amounted to more than 2,000 crores do not reflect in the financial statements of any of the aforesaid amalgamating companies. Thus, the appellant says that the valuers as also the merchant bankers who have assessed the said valuation report whilst giving their opinion have not been able to assess such hidden claims against the amalgamating companies and have therefore been misled whilst arriving at their respective valuations of either of these companies. This, according to the appellant, renders the said valuations a nullity. Learned Counsel for SGL, in answer to the above, has alleged that there has been necessary disclosure of the

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contingent liabilities of the transferor companies in their audited financial statements and the joint valuers have appropriately considered these contingent liabilities. We have serious doubts whether contingent liabilities need to be taken into account. Even otherwise, in this regard, a perusal of the joint valuation report dated 24/2/2012 at its page no. 6, reveals that based on the information made available to the valuers, contingent liabilities as on the date of valuation have been considered. Thus, there is no force in the contention of the appellant that the joint valuers and the merchant bankers have been misled whilst arriving at the valuation. The valuation report cannot be held to be skewed on such ground.

33. It is then contended by the appellant that the valuations arrived at by the valuers and affirmed by the merchant bankers only sub-serve the interests of the ultimate promoters of Vedanta Resources Plc. and enriches them at the cost of minority shareholders of SGL. According to the appellant, a perusal of the charts disclose that the relative holding of the minority shareholders in SGL would come down from 100% to 29.30% whereas the relative holding of the promoters of Vedanta Resources Plc. would increase from 55.1% to 58.3% and the relative holding of the minority shareholders of SGL in VAL and SEL(financially sick companies) go up from 0% to 29.30% whereas that of the promoters in VAL would come down from 87.60% to 58.30%, if the present schemes of amalgamation are sanctioned. Therefore, according to the appellant, the entire scheme is so

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orchestrated that the ultimate promoters of Vedanta Resources Plc. gain at the cost of the minority shareholders of SGL and the liabilities of the transferor companies(especially that of VAL, SIIL and SEL) which at present are the sole responsibilities of either of the said companies and/or the ultimate parent company viz. Vedanta Resources Plc. is shifted and transferred to SGL much to the detriment of its minority shareholders. Indisputably, the valuers namely KPMG India Pvt. Ltd. and Grant Thornton India LLP have independently worked on the analysis of the swap/exchange ratio and then have arrived at a consensus swap ratio. Thereafter the merchant bankers namely Merrill Lynch, a subsidiary of Bank of America Corporation, have assessed the joint valuation report and opined that the Exchange Ratio provided for in the Merger is fair, from a financial point of view, to the Sterlite Shareholders and the merchant bankers namely Citigroup Global Markets India Pvt. Ltd. have assessed the said joint valuation report and opined that the Exchange Ratio is fair from a financial point of view to SGL. The capabilities and also bona fides of the valuers and the merchant bankers have not been challenged. As submitted by the learned Counsel for SGL, the swap/exchange ratio arrived at by the joint valuers is equally applicable to all classes of the shareholders, without making any exception either in respect of promoter shareholders or any other category of equity shareholders. The learned Company Judge has observed that there is no material on record to show that minority shareholders would suffer whereas the promoters would stand to gain by

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the ratio. There is no convincing reason for us to differ from the said view of the Company Court.

34. The appellant has further contended that the valuers have even arithmetically arrived at some absurd valuations and swap/exchange ratios for some transferor companies and that the said valuations even mathematically do not tally with the swap/exchange ratios arrived at by them for inter related transferor companies that contain identical nature of shares as that of companion transferor companies. The appellant, by way of an example, has taken the valuation of the shares of SIIL and MALCO. During the course of arguments, the appellant sought to explain by figures as to how the valuers have allegedly arrived at absurd valuations. According to him, there is a difference of approximately 2,619 crores in the valuation of the shares of Sterlite Industries Ltd., if the swap/exchange ratios arrived at by the valuers for the shares of SIIL and MALCO(which essentially is an investment company and holds 3.56% in the shares of Sterlite Industries Ltd.) with SGL are considered on their standalone basis. In this regard, the learned Senior Counsel appearing on behalf of SGL rightly submitted that the two values cannot be compared as the valuation of the joint valuers based on the market price as contained in balance sheet as on 31/03/2012 is not relevant to a valuation done on 24/02/2012. It is the contention of SGL that the inherent value of SIIL as on the date of valuation was considered and has been set out in the joint valuation report

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and not the market price as of 31/03/2012. In the case of “Hindustan Lever Employees’ Union”(supra), it has been observed that the jurisdiction of the Court in sanctioning a claim of merger is not to ascertain with mathematical accuracy if the determination satisfied the arithmetical test. It has been observed that the Company Court exercises a jurisdiction founded on fairness and is not required to interfere only because the figure arrived at by the valuer was not as better as it would have been if another method would have been adopted. What is imperative is that such determination should not have been contrary to law and that it was not unfair for the shareholders of the company which was being merged. It has been further held that the Court’s obligation is to be satisfied that valuation was in accordance with law and it was carried out by an independent body. In the present cases, it is not the case of the appellant that the valuers were not independent.

35. The appellant submitted that a bare perusal of the contents of the Fairness Opinion Reports reveals that a draft scheme of amalgamation between the transferor companies along with CIL and SGL was already prepared and was in existence as on 22/2/2012 i.e. even before the swap/exchange ratio arrived at by the valuers was known to anybody. The appellant submitted that the valuers had filed their valuation report on 24/2/2012. He pointed out that it is qualified in the Fairness Reports that the final terms of the scheme of merger ought not to materially vary from

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those set forth in the draft or else the opinion Report would not stand good. It is further contended by the appellant that from the records it is clear that the ultimate promoters of SGL also knew the swap/exchange ratio that was yet to be arrived at by the valuers at least a day in advance i.e. on 23/2/2012 since while making the representation at the London Stock Exchange, Vedanta Resources Plc. whilst declaring the swap/exchange ratios to London Stock Exchange categorically stated that the information contained in the said representation was as on 23/2/2012. Therefore, according to the appellant, the said ratios were pre-decided / predetermined. In this regard, Mr. Chagla, the learned Senior Counsel appearing on behalf of SGL submitted that the draft report which is mentioned in the Fairness Report of 25/2/20X2 is the draft scheme of amalgamation and arrangement and there has been no pre-determination of the valuation report as alleged. What should be understood to have been stated by the merchant bankers in this Fairness Report is that the representatives of the Vedanta Group have advised them and they have further assumed that the final terms of the scheme of arrangement will not vary materially from those set forth in the draft scheme of amalgamation. It is seen, as rightly pointed out by learned Counsel appearing on behalf of SGL, that the report which is at pages 406-407 of set II mentions the date of 24/2/20X2. This report was uploaded on 27/2/20X2 after the Board had approved the scheme on 25/2/20X2. Hence, there is nothing wrong in the observation of the learned Company Court that merely because the date

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“23/02/2012” has appeared in one of the documents, on the basis of that date it is not possible to arrive at the conclusion that prior to the approval given by the Board of Directors, swap ratio was already known on 23/02/2012.

36. Relying upon the principles of valuation laid down in the cases of “Miheer Mafatlal”; “Hindustan Lever Employees’ Union”; “Smt Saroj G. Poddar”; and “Larsen and Toubro” (supra), the appellant contended that the valuations conducted and the swap ratios arrived at, apart from being unfair, unjust, predetermined and to the disadvantage of the shareholders of SGL, was a result of incorrect and suppressed financial data being supplied to the valuers thereby resulting into a fallacious exchange ratio being reached by them and further that the same included financial data of companies which do not form part of the present scheme/merger. According to the appellant in any event, the subsequent events that have transpired during the pendency of the present proceedings have made the swap/exchange ratios so arrived at by the valuers/merchant bankers meaningless and otiose.

37. What is settled in view of the above judgments is that unless material is shown and produced on record to show that the valuation, as done, was unfair or contrary to the record or material, the Court has no reason to interfere with such experienced opinion in proceedings like these.

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In the present case, instead of himself producing material in the form of valuation done by some other experts in the field of accountancy, before the Company Court, for understanding as to how the report of joint valuers was unreliable, the appellant wanted the Company Court to appoint fresh valuers at his cost in the event the Court was of the opinion that it could not go into the conclusion reached by the expert valuers, we accept the submission made by Mr. Chagla, learned Senior Counsel for SGL that swap value is for the valuers to evaluate and the same is not an exercise that the Court would embark upon. Valuation cannot be the job of Counsel for the parties or even of the Court as the same requires expertise. It is a complex technical problem which should be left to the consideration of experts in the field of accountancy. It was pointed out by learned Counsel for SGL that the petitioner is not a Chartered Accountant whereas the renowned Chartered Accountants have carried out the valuation and in addition to the said valuation there are fairness reports given by internationally acclaimed groups of Chartered Accountants in accordance with the SEBI regulations. No mala fides have been attributed against these valuers. The method of valuation is not challenged. Nothing had prevented the appellant to engage any expert valuer and to show the discrepancies. Mr. Chagla, learned Counsel, pointed out that even in the present appeals the appellant has not produced any report of the expert valuer and on the contrary the appellant is asking the Court to send the matter for fresh valuation. He further submitted that the said valuers are not here for cross-examination.

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Almost all the same contentions on valuation and fairness opinion reports, canvassed before this Court, were raised before the Company Court which has held that the submissions are nothing but conjectures and surmises and the own opinion of the Objector (appellant) in respect of valuation and fairness report and his own analysis as to how the swap ratio which is arrived at by the valuers, is wrong. We do not find any error in the above finding.

38. A Company Court does not exercise an appellate jurisdiction. It exercises a jurisdiction founded on fairness. It is not required to interfere only because the figures arrived at by the valuer were not as better as it would have been if another method would have been adopted. What is imperative is that such determination should not have been contrary to law and that it would not unfair for the shareholders of the company which was being merged. The Court’s obligation is to be satisfied that valuation was in accordance with law and it was carried out by an independent body. There is no dispute that the joint valuers were independent experts. Their bona fides have not been challenged. There is no merit in the submission of the appellant that the Company Court ought to have appointed a valuer from the panel of valuers to ascertain the correct valuations of the companies involved in the schemes of amalgamation. We do not see any reason to interfere with the valuation arrived at by the joint valuers.

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39. According to the appellant, there was misrepresentation of the share holders of SGL inasmuch as at least one of the members namely Mr. Bimal S. Gandhi, who had allegedly cast a vote in favour of the scheme, had died a decade ago. The appellant submitted that the counting of such a vote squarely breaches the provisions of Section 391(2) of the Act. He expressed fear that many more such invalid votes might have been counted or that there may be many other discrepancies. In this regard, learned Senior Counsel for SGL submitted that the shareholding of said late Mr. Bimal was under transmission pursuant to the request of Ms. Ramila Gandhi, the mother of late Bimal, who on 9/5/2012 sought issuance of duplicate certificates. Ms. Ramila executed a proxy to vote at the Court convened meeting though that transfer had not taken effect. The shares of Bimal have thereafter been transmitted in favour of Ms. Ramila Gandhi. It was submitted that the mother of the late Bimal had wrongly voted and even if the said 12800 shares are deducted from the voting result, the Concurrent scheme stands approved by 92.31% in number and 79.07% in value present for the meeting and voting and in respect of Composite scheme stands approved by 91.70% in number and 79.12% in value present and voting. The above approval by requisite majority even after excluding invalid vote of Ms. Ramila, has not been denied. We are inclined to believe that it was by sheer inadvertent mistake that Ms. Ramila executed a proxy to vote. The fact remains that even if the said vote is not considered, the schemes stand approved by 3/4^th majority of the

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shareholders. Fear of the appellant that there might have been many such invalid votes has no legal basis and is nothing but an imagination.

40. Another contention of the appellant is that if the majority vote of the promoters of SGL, which comprises 55.13% of the total issued and subscribed capital of SGL, is excluded from the counting of the votes of persons who have allegedly voted in favour of the scheme, then both the schemes have miserably failed to garner the support of the minority shareholders of SGL and only 18% of the shareholders present and voting had cast their votes in favour of the schemes in terms of the value of their votes and 82% of the shareholders had cast their votes against the sanctioning of the schemes. Thus, according to the appellant, majority of the minority shareholders have voted against the schemes. According to the appellant, considering the above facts, the Petitions for amalgamation ought to have been dismissed. The appellant also submitted that most of the FIIs have voted against the schemes. In the case of “Re Hellenic and General Trust Ltd.”(supra), relied upon by the appellant, it has been held that when the vendors meet to discuss and vote whether or not to accept the offer, it is incongruous that the loudest voice in theory and the most significant vote in practice should come from the wholly owned subsidiary of the purchaser. The Apex Court in “Miheer Mafatlal”(supra), with reference to the above decision of the English Court, observed that the said decision is a pointer to the fact that what was required to be considered

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while sanctioning the scheme was the bona fides of the majority acting as a class and not of one single person. The said decision of the English Court in the case of “Hellenic and General Trust Ltd.”(supra), has been followed in the case of “Bedrock”(supra). There can be no dispute that unless a separate and different type of scheme of compromise is offered to a subclass of a class of creditors or shareholders otherwise equally circumscribed by the class, no separate meeting of such sub-class of the main class of members or creditors is required to be convened. In the present case, as submitted by learned Senior Counsel for SGL, no separate scheme was offered to the sub-class of shareholders which would require separate meeting. Both the schemes had offered the same compromise or arrangement to all the equity shareholders and hence one class meeting of equity shareholders was convened to consider the concurrent scheme and composite scheme. There was only one class of equity shareholders, whether promoter, or public or minority which class had been treated identically by the schemes. The same share exchange ratio was applicable to all its equity shareholders and there was no benefit to the promoters of SGL, at the cost of minority shareholders. The objection of the appellant to the manner in which the FIIs voted both in favour of and against the scheme, has no merit in view of Section 183 of the Act which provides that on a poll taken at a meeting of a Company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same

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way all the votes he uses. The learned Company Judge, in paragraph 31 of the impugned Judgment, has dealt with this objection. In the circumstances above, the case of “Hellenic and General trust Ltd.”(supra), is not applicable here.

41. According to the appellant, as of today all manufacturing businesses of VAL relating to alumina and aluminium have come to a halt and this eventuality has occurred in the interregnum period i.e. from the time the present schemes of amalgamations had been announced/proposed and till the time the same are being heard in the various Courts of law. The appellant submitted that such a financially disastrous development which occurred during the interregnum period ought to have been looked into by the Company Court so that the minority shareholders of SGL are not emburdened with any unnecessary hardship despite the knowledge of the Company Court of such an eventuality. Relying upon the observations of the Division Bench of Gujarat High Court in paragraph 13.3 of the judgment in the case of “Satyesh James Parasad and Others”(supra), the appellant canvassed that the Company Court could not have turned blind eye at such subsequent development. With regard to the above subsequent development as alleged, SGL has made it clear that the said stoppage of the operation of the alumina refinery of VAL in Lanjigarh is a temporary suspension due to lower availability of bauxite. It has been further stated that the operation of the aluminium smelter is

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going on and in January 2013 to March 2013 the production was approximately 1,33,000 MT as against corresponding quarter in the financial year 2011-2012 which was approximately 1,15,000 MT. It is further pointed out by SGL that the fourth quarter production was 16% higher than corresponding quarter in the financial year 2011-2012. In view of the above, there is no substance in the fear of the appellants that the minority shareholders of SGL would be emburdened with unnecessary hardship.

42. The appellant submitted that there is violation of the provision of Section 393 of the Act as the Fairness Opinion Reports were not disclosed in the Explanatory Statement despite an undertaking given by SGL to the National Stock Exchange. In this regard, SGL has stated that the above objection is without any merit, in terms of the NOC dated 02/4/2012 of the National Stock Exchange of India Ltd. A disclosure is found to have been made in the Explanatory Statements dated 19/5/2012 with respect to the concurrent as well as composite scheme that the share exchange ratio was approved by the Board of Directors of SGL after considering the Valuation Report and Fairness Opinion Reports. It is further found stated in the said Explanatory Statements that the Valuation Report and the Fairness Reports are available for inspection. According to SGL, the same were also been placed on the website of SGL at “Sesagoa.com”. Hence, there is no force in the contention of the appellant that the Fairness Opinion Reports were not disclosed in the Explanatory Statements.

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43. The appellant submitted that there is a completely false and misleading statement made by SGL in the Explanatory Statement by saying that the financial position of SGL would not be prejudicially affected if Ekaterina was amalgamated into it. According to the appellant, the affidavit dated 6/10/2012 filed by SGL reveals that the net worth of VAL which is the only investment of Ekaterina as on 31/3/2012 was in the negative by a sum of 1938 crores and thus the financial position of SGL would admittedly deteriorate if Ekaterina(whose only asset is 70.50% stack of VAL) was amalgamated into it much to the converse of what had been stated by SGL in the Explanatory Statement issued to its shareholders. In this regard, it is specifically stated in the Fairness Opinion Report dated 25/2/2012 given by Citigroup Global Markets India Pvt. Ltd. that as more fully described in the scheme of amalgamation, Ekaterina, a company incorporated in Mauritius as an indirect 100% subsidiary of Vedanta Resources Plc and which will own 70.5% equity ownership in VAL will be merged with and into SGL and pursuant to the merger, 0.04 fully paid up equity shares, par value one per share, of SGL will be issued to the shareholders of Ekaterina for every one fully paid up equity share par value US $ 0.1 per share of Ekaterina held by the shareholders of Ekaterina. Thus net worth of Ekaterina was positive due to its 70.5% equity holding of VAL as a whole (including residual VAL). Hence, it is not correct to say that a false and misleading statement was made by SGL in the Explanatory Statement made to the shareholders. Therefore there is no violation of the

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provisions of Section 393 of the Act, on this ground.

44. According to the appellant, the present schemes have been mooted under the influence of the ultimate promoters of the said companies and only for two purposes. The first motive is to somehow hive away VAL from the books of Vedanta Resources Plc,. so that it is relieved from the guarantees and other undertakings given by it for the said company. The appellant submitted that the element of ‘public interest’ includes the ‘shareholders interest’. He further submitted that Vedanta Resources Plc. has given its own corporate guarantees for the loans of approximately  34,500 crores amassed by VAL which in turn has also taken loans worth  2,900 crores (which are included in the total figure of  34,000 crores), either directly and/or indirectly from Vedanta Resources Plc. It is the submission of the appellant that since the operations of VAL have come to a stand still and since VAL is now on the verge of an impending default both on its principle repayments as also on its interest payments, the present schemes have been mooted so as to hive away all the obligations that are likely to accrue owing to the default of VAL onto the shoulders of the minority shareholders of SGL thereby completely tramping upon the interests of the minority shareholders of SGL. The second motive, according to the appellant, is that the present schemes are being used as device by the amalgamating companies so that the losses accumulated in VAL and Sterlite Energy Ltd. over the last few years (not just the previous year)

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could be adjusted against the profits made by SGL and SIIL and thus the taxes paid by these profit making companies with the exchequer can be reclaimed as refunds on account of offset of losses incurred by the aforesaid two companies. The appellant pointed out that the appointed dates for each of the amalgamating companies are:- 1/04/2012 for Ekaterina; 1/04/2011 for SIIL; Effective date of Sanction for MALCO; 1/01/2011 for Sterlite Energy Ltd.; and 1/04/2011 for VAL( Aluminium business). According to the appellant, as per the Income Tax Act and more particularly Section 72(A), the companies involved in an amalgamation proceedings can merge their accounts from the previous preceding year from which the amalgamation was effected i.e. the date of sanction. Reliance has been placed by the appellant on paragraphs 17, 45 and 46 of the judgment of the Apex Court in the case of “Mcdowell & company Ltd.”(supra) and paragraphs 68, 69 and 70 of the judgment of Apex Court in “Vodafone International Holding BV” (supra), for his contention that colourable devices cannot be a part of tax planning and it is wrong to encourage the belief that it is honourable to avoid payment of taxes by resorting to dubious methods. Relying upon “Wood Polymer Ltd.”(supra), the appellant contended that companies do not amalgamate for the fun of it and they must amalgamate or would like to amalgamate or may be amalgamated to achieve some purpose or object and such purpose must have some correlation to public interest. He read out relevant portions of page no. 622 of the above citation for understanding the meaning of the

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expression “Public Interest” , as given by the Gujarat High Court in the judgment in “Wood Polymer Ltd.”(supra).The appellant submitted that it is a settled principle of law that what cannot be done directly is not permitted to be done indirectly. Therefore, according to the appellant, the schemes are both against public policy and against public interest.

45. There is no material produced by the appellant, on record, to show that either SGL or the companies which are parties to the composite scheme have defaulted in repayment of loans or advances received from the financial institutions. The joint valuers, who are experts, cannot arrive at the share exchange ratios without considering all relevant factors including the debts and liabilities, along with the assets. It should be kept in mind that the said swap ratios have been assessed and approved by expert merchant bankers and the same have been duly approved by the majority of the equity shareholders. The allegations of the appellant appear to be based on his surmises.

46. Learned Senior Counsel appearing on behalf of SGL, on the other hand, relied upon Section 72A of the Income Tax Act, 1961 which provides for carrying forward and setting off of accumulated loss and unabsorbed depreciation allowance in amalgamation or demerger, etc.. He submitted that it is clear from paragraphs 147 to 149 of the judgment of the Apex Court in “Azadi Bachao Andolan”(supra); paragraph 45 of

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“Mcdowell and company Ltd.”(supra); and paragraphs 68 to 70 of “Vodafone International Holdings BV” that it cannot be said that all tax planning is illegal/illegitimate/impermissible. Tax planning may be legitimate provided it is within the frame work of law. Every attempt at tax planning cannot be held to be illegitimate though the evasion of tax by use of colourable devices and by resorting to dubious methods and subterfuges is not permissible. The learned Company Judge has observed that even after a scheme is sanctioned, it is always open for the tax authorities to scrutinize returns and issue notices. The learned Judge, in paragraph 40 of the impugned judgment, has reproduced paragraphs 147 to 179 of the judgment of the Apex Court in “Azadi Bachao Andolan”(supra) and in paragraph 43 of the impugned judgment, paragraph 68 of the judgment in “Vodafone International Holdings BV”(supra). Learned Judge has observed that the judgment of the Gujarat High Court in the case of “Wood Polymers Ltd.”(supra) is no longer good law. The learned Company judge has held that it cannot, therefore, be said that the scheme is against the public policy. There is no ground shown to us by the appellant to differ from the findings given as above by the learned Company Judge.

47. According to the appellant, the present schemes are of unconscionable nature and the interest of the minority shareholders of SGL has been completely overlooked. He pointed out that as per Clause III(12) of the memorandum of association of SGL, it is entitled to enter into

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arrangement and/or amalgamation with any other person/concern so as to carry out or engage in any business which would directly/indirectly be beneficial to it. He submitted that the present schemes neither directly nor indirectly benefit the interests of SGL but on the contrary they tremendously deteriorate the financial condition of SGL and turn it into a negative figure apart from inflating its debt to unmanageable levels. The contention of the learned Counsel appearing on behalf of SGL, in this regard, is that the net worth of SGL would, in fact, increase from 12,910.8 crores to 36,923.63 crores, post merger, thereby making the minority shareholders of SGL richer by three folds(100%) and hence the schemes could never be termed as unconscionable. Learned Company Judge has observed that the financial position of all the companies as per their audited accounts as of September, 2012 needs to be taken into consideration and from these figures, it can be said that after amalgamation, position of SGL would dramatically increase even after absorbing the so-called loss making companies. The Company Judge has observed that when entrepreneurs take commercial decisions, it is not open for the Court to judge their commercial wisdom. It is observed that when entrepreneurs take a commercial decision, their is always an element of risk and businessmen take such calculated risk after taking into consideration various facts and circumstances and pros and cons of all situations. The company Judge has further observed that it has been consistently held that the court is not expected to dissect and conduct a

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postmortem of such decisions which are based on business experience and commercial wisdom. The Court has to examine the scheme on well settled parameters. The Court is expected to be an umpire and is not expected to enter into arena and examine the scheme under a microscope. Whenever decisions are taken there is bound to be some kind of variation in the situation in respect of the functioning of both companies. This should not deter the Court from granting sanction to the schemes. The above observations of the learned Company Judge are based on the well settled principles laid down by the Apex Court in various cases. The contention that the schemes are unconscionable has no merit.

48. The appellant lastly submitted that the proposed scheme of amalgamation is a ruse to stifle further action required to be taken by the Ministry of Corporate Affairs in terms of report dated 29/4/2011 compiled and filed by the SFIO. According to the appellant, once the present schemes are sanctioned by the Company Court, the Ministry of Corporate Affairs would refrain from initiating any action against the delinquent management of SGL as has been the case in respect of a prior amalgamation of Sesa Industries Ltd. with SGL wherein despite the damning findings against the managements of the said companies in the said SFIO report, the SFIO, in its supplementary report, had refrained from taking any action on the ground that both the said companies have been amalgamated and therefore the action that was required to be taken against the misdeeds of either of them

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has lost its relevance in the wake of amalgamation. Insofar as the above, contention is concerned, the said provisional SFIO report dated 29/4/2011 had not culminated into prosecution and had to go to the Central Government for approval. SGL had made representations to the Secretary, Ministry of corporate Affairs in response to the said SFIO report. The SFIO then prepared another report after considering said the representations and submissions sent by SGL to the Secretary, Ministry of Corporate Affairs, thereby explaining the stand of SGL on the allegations made in SFIO’s report and denying those allegations. In the fresh report, it is stated that had these representations been there prior to the preparation of the first report, then the conclusions in that report would have been different with regard to under invoicing, over invoicing and other aspects and these conclusions would have been in favour of SGL. By letter dated 10/5/2013, the Ministry of Corporate Affairs has stated that they have advised SFIO not to file prosecution against SGL, for alleged violations. There is therefore no force in the submission of the appellant that the schemes are a ruse to stifle the further action that was required to be taken by the Ministry of Corporate Affairs, in terms of the recommendations made in the SFIO report dated 29/4/2011.

49. We make it clear that though we have not referred to each and every judgment relied upon by the parties, however, we have considered the principles laid down in each of them.

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50. Taking over all view of the matter, we are of the considered view that all the statutory requirements were complied with. The schemes do not violate any of the provisions of the Act and also do not violate any principles of natural justice and cannot be termed as against public policy and public interest. We do not find any infirmity in the impugned Judgment. The objections have been rightly rejected by the learned Company Judge and the schemes have been sanctioned by applying the settled principles laid down by the Supreme Court. Therefore, no interference is called for. The appeals deserve to be dismissed and hence are dismissed. Needless to mention that the applications for interim relief also get dismissed, accordingly. No order as to costs.

A.P. LAVANDE, J.

U.V. BAKRE,J.

MV

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ITEM NO.3 COURT NO.9 SECTION IX

S U P R E M E C O U R T O F I N D I A RECORD OF PROCEEDINGS

Petition(s) for Special Leave to Appeal (Civil) No(s).26086/2013 (From the judgment and order dated 12/08/2013 in COA No.5/2013 in COP No.11/2012 of The HIGH COURT OF BOMBAY AT PANAJI)

SHAILESH H. BAJAJ

Petitioner(s)        

VERSUS

SESA GOA LTD & ANR Respondent(s)        

(With appln(s) for exemption from filing c/c of the impugned Judgment and with prayer for interim relief)

WITH

SLP(C) NO. 26715 of 2013

(With appln.(s) for exemption from filing c/c of the impugned judgment and permission to file synopsis and list of dates and with prayer for interim relief and office report)

Date: 27/08/2013 These Petitions were called on for hearing today.

CORAM : HON’BLE MR. JUSTICE SURINDER SINGH NIJJAR HON’BLE MR. JUSTICE FAKKIR MOHAMED IBRAHIM KALIFULLA

For Petitioner(s)	Mr. Shekhar Naphade, Sr. Adv.
	Ms. Meenakshi Arora, Adv.
	Mr. Mohit Kumar Shah, Adv.
For Respondent(s)	Mr. Shyam Divan, Sr. Adv.
	Mr. Gopal Jain, Adv.
	Ms. Ranjana Roy Gawai, Adv.
	Ms. Vasudha Sen, Adv.
	Mr. Abhishek Rao, Adv.
	Ms. Tushita Ghosh, Adv.
	Ms. Divya Roy, Adv.
	Ms. Ankita Amrapali, Adv.

UPON hearing counsel the Court made the following

O R D E R

Heard learned counsel for the parties at length.

The special leave petitions are dismissed.

(VINOD LAKHINA)	(INDU BALA KAPUR)
COURT MASTER	COURT MASTER

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ARTICLES OF ASSOCIATION

OF

SESA STERLITE

LIMITED

TABLE ‘A’ EXCLUDED

1. No regulations contained in Table A, in the First Schedule to the Companies Act, 1956, or in the Schedule to any previous Companies Act, shall apply to this company, but the regulations for the management of the Company and for the observance of the Members thereof and their representatives shall, subject to the exercise of any statutory powers of the Company with reference to the repeal or alteration of, or addition to, its regulations by Special Resolution, as prescribed by the said Companies Act, 1956, be such as are contained in these Articles.		Table ‘A’ not to apply but Company to be governed by these Articles
2. In the interpretation of these Articles, unless repugnant to the subject or context:-		Interpretation clause
	“The Company” or “this Company” means SESA STERLITE LIMITED.	“The Company” or ‘this Company”
	“The Act” means “the Companies Act, 1956”, or any statutory modification or re-enactment thereof for the time being in force.	“The Act”
	“Auditors” means and includes those person appointed as for the time being by the Company.	“Auditors”
	“Beneficial Owner” means the beneficial owner as defined in clause (a) of Subsection I) of Section (2) of the Depositories Act, 1996 and every person holding equity shares of the Company and whose name is entered as Beneficial Owner in the records of a depository shall be deemed to be a Member of the Company.	“Beneficial Owner”
	“Board” or “Board of Directors” means a meeting of the Directors duly called and constituted or, as the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled to pass a resolution by circulation in accordance with the Articles, or the Directors of the Company collectively.	“Board” or “Board of Directors”
	“Capital” means the share capital for the time being raised or authorised to be raised, for the purpose of the Company.	“Capital”
	“Debenture” includes debenture stock.	“Debenture”
	“Depository Act” means the Depository Act, 1996 and shall include any statutory modification (s) or re-enactment thereof for the time being in force.	“Depository Act”

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“Depository”		“Depository” shall mean a Depository as defined under clause (e) of sub-section (I) of Section 2 of the Depositories Act, 1996.
“Directors”		“Directors” means the Directors for the time being of the Company or, as the case may be the Directors assembled at a Board.
“Dividend”		“Dividend” includes any interim dividend.
“Employees Stock Option”		“Employees stock option” means the option given to the whole-time directors, officers or employees of a Company which gives such directors, officers or employees the benefit or right to purchase or subscribe at a future date, the securities offered by the company at pre-determined price.
“Gender”		Words importing the masculine gender also include the feminine gender.
“In Writing” and “Written”		“In writing” end “Written” include printing, lithography and other modes of presenting or reproducing words in a visible form.
“Members”		“Member” means the duly registered holder from time to time shares of the Company and includes the subscribers of the Memorandum of the Company.
“Meeting” or “ General Meeting”		“Meeting” or “General Meeting,” means a meeting of Members.
“Annual General Meeting”		“Annual General Meeting” means a general meeting of the Members held in accordance with the provisions of Section 166 of the Act and any adjourned holding thereof.
“Extraordinary “ General Meeting”		“Extraordinary General Meeting” means a extraordinary general meeting of the Members duly called and constituted and any adjourned holding thereof.
“Month”		“Month” means a calendar month.
“Office”		“Office” means the registered office for the time being of the Company.
“Paid-up”		“Paid-up” includes credited as paid-up.
“Persons”		“Persons” include Corporations and firms as well as individuals.
“Register of Members”		“Register of Members” means the Register of Members to be kept pursuant to the Act.
“The Registrar”		“The Registrar” means the Registrar of Companies of the State or Union Territory in which the Office of the Company is for the time being situate.
“Secretary”	“Secretary” means a Company Secretary within the meaning of clause(c) of sub-section (1) of Section 2 of the Company Secretaries Act 1980 (56 of 1980) and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a Secretary under the Act and any other ministerial or administrative duties.

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	“Securities” means securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and includes hybrids.”	“Securities”
	“Seal” means the Common Seal for the time being of the Company.	“Seal”
	“Share” means share in the share capital of the Company and includes stock except where a distinction between stock and share is expressed or implied.	“Share”
	“Share with differential rights” means a share that is issued with differential rights in accordance with the provisions of section 86.	“Share with differential rights”
	“FINSIDER” means FINSIDER S.p.A., a company incorporated in Italy and shall include its successors and assigns and any body corporate with which it may merge or amalgamate.	“FINSIDER”
	Words importing the singular number include, where the context admits or requires, me plural number and vice versa.	“Singular number”
	“Ordinary Resolution” and “Special Resolution” shall have the meanings assigned thereto by Section 189 of the Act.	“Ordinary Resolution” and “Special Resolution”
	“Year” means the calendar year and “ Financial Year” shall have the meaning assigned thereto by Section 2 (17) of the Act.	“Year” and “Financial Year”
	The marginal notes and catch lines used in these Articles shall not affect the construction thereof.	“Marginal Notes and Catch Lines”
Save as aforesaid, any words or expression defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
3.	Deleted by a Resolution passed an the Extraordinary General Meeting held on 25th March, 1981.	Company to be Private Company
INCREASE AND REDUCTION OF CAPITAL
4.	The Company in General Meeting may, from time to time, by resolution, increase the capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any shares of the original or increased capital shall be issued upon such terms and conditions with such rights and privileges annexed thereto, as the General Meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Directors shall determine; and in particular, such shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the Company, and with a right of voting at General Meetings of the Company in conformity with Sections 87 and 88 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 and the Act.	Increase of capital by the Company, and how carried into effect.
5.	Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the provisions herein contained, with reference to the	New Capital same as existing capital

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		payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. PROVIDED that the Company may issue the equity share capital with differential rights as to dividend, voting or otherwise in accordance with section 86 of the Act and rules framed pursuant thereto.
Redeemable Preference Share.	6.	Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preference Shares which are, or at the option of the Company are liable, to be redeemed on or within the expiry of a period of ten years from the date of their issue and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption.
Provisions to apply on issue of Redeemable. Preference Shares	7.	On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof, the following provisions shall take effect :- (a) no such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption; (b) no such shares shall be redeemed unless they are fully paid; (c ) the premium, if any, payable on redemption must have been provided for out of the profits of the Company or the Company’s Share Premium Account before the share are redeemed; (d) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the “Capital Redemption Reserve Account”, a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction to the share capital of the Company shall, except as provided in Section 80 of the Act, apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company.
Reduction of Capital	8.	The Company may (subject to the provisions of Sections 78, 80 and 100 to 105 of the Act), from time to time, by special resolution, reduce its capital, any Capital Redemption Reserve Account and Share Premium Account in any manner for the time being authorised by law, and, in particular, capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.
Sub-division, consoliadation and cancellation of shares.	9.	Subject to the provisions of Section 94 of the Act, the Company in General Meeting may, from time to time, sub-divided a or consolidate its shares, or any of them, and the resolution whereby any share is sub-divided or consolidated may determine that, as between the holders of the shares resulting from such sub-division or consolidation, one

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	or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others or other. Subject as aforesaid, the Company in General Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
10.	Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, be varied with the consent in writing of holders of not less than three fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate General Meeting of the holders of the issued shares of that class.	Modification of rights
SHARES AND CERTIFICATES
11.	The Company shall cause to be kept a Register and Index of Members in accordance with Sections 150 and 151 of the Act.	Register and Index of Members
12.	The Company shall be entitled to keep in any state or country outside India a branch Register of Members resident in that state or country.	Branch Register of Members.
13.	The shares in the capital shall be numbered progressively according to their several denominations, and except in the manner hereinbefore mentioned to no share shall be sub-divided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.	Shares to be numbered progressively and no share to be sub-divided.
14.	(a) Where at any time it is proposed to increase the subscribed capital of the Company by allotment of further shares, whether out of unissued share capital or out of increased share capital, then, such further shares shall be offered to the persons who at the date of the offer, are holders of the Equity Shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid-up on these shares at that date. Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than forty-five days from the date of the offer within which of the offer, if not accepted, will be deemed to have been declined. After within which the offer, if not accepted, will be deemed to have been declined. After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as they think most beneficial to the Company.	Further issue of capital
	(b)    Notwithstanding anything contained in sub-clause (a) hereof, the Company may
	(i) By a Special Resolution; or
	(ii) By an ordinary resolution and with the approval of the Central Government:
	issue further shares to any persons (whether or not these persons include the persons referred to in clause (a) hereof) in any manner whatsoever.

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		(c) Not with standing anything contained in sub-clause (a) above, but subject, however, to Section 81(3) of the Act, the Company may increase its subscribed capital on exercise of any option attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares or to subscribe for the Shares or to subscribe for Employees stock option or to subscribe for share with differential rights or to Subscribe for Sweat equity shares in the Company.
Issue of Sweat Equity Shares		(d) Notwithstanding anything contained in Section 79 of the Act, the Company may issue sweat equity shares of a class of shares already issued, subject to the terms and conditions prescribed in Section 79A of the Act”.
Shares under control of Directors.	15.	Subject to the provisions of these Articles and of the Act, the shares (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons in such proportion, on such terms and conditions and at such times as the Directors think fit and subject to the sanctions of the Company in General Meeting with full power, to give any person the option to call for or be allotted shares of any class of the Company either (subject to the provisions of Sections 78 and 79 of the Act) at a premium or at par or at a discount and such option being exercisable for such time and for such consideration as the Directors think fit. The Board shall cause to be filed the returns as to allotment provided for in Section 75 of the Act. PROVIDED that the Board of Directors may issue shares with differential voting rights subject to provision of Articles 5 of the Articles of Association or Sweat equity shares subject to Article 14D of the Articles of Association or Employees stock option subject to section 81 of the Act.
Power also to Company in General Meeting to issue shares.	16.	In addition to and without derogating from the powers for the purpose conferred on the Board under Articles 14 and 15, the Company in General Meeting may, subject to the provisions of section 81 of the Act, determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such person (whether a Member or not), in such proportion and on such terms and conditions and either (subject to compliance with the provision and on such terms and conditions and either (subject to compliance with the provisions of sections 78 and 79 of the Act) at a premium or at par or at a discount, as such General Meeting shall determine and with full power to give any person (whether a Member or not) the option to call for or be allotted shares of any class of the Company either (subject to compliance with the provisions of sections 78 and 79 of the Act) at a premium or at par or at a discount, such option being exercisable at such time and for such consideration as may be directed by such General Meeting or the Company in General Meeting may make any other provisions whatsoever for the issue, allotment or disposal of any shares.
Acceptance of shares	17.	Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any share therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on Register of Members shall, for the purposes of these Articles, be a Member.

272

18.	The Money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such share, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.	Deposit and call etc. to be a debt payable immediately
19.	Every Member, or his heirs, executors or administrators shall pay to the Company the portion of the capital represented by his share or shares which may, for the time being, remain unpaid thereon, in such amounts, at such time or times, and in such manner as the Board shall, from time to time, in accordance with the Company’s regulations require or fix for the payment thereof.	Liability of Members.
20.	(a) Every Member or allotted of shares shall be entitled without payment, to receive one certificate specifying the name of the person in whose favour it is issued, the shares to which it relates and the amount paid-up thereon. Such certificates shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of the letter of allotment or the fractional coupons of requisite value, save in case of issues against letters of acceptance or of renunciation or in cases of issues of bonus shares. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors, or persons acting on behalf of the Directors under a duly registered power of attorney, and the secretary or some other person appointed by the Board for the purpose, and the two Directors or their attorneys and the Secretary or other person shall sign the share certificate PROVIDED THAT if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or a Whole-time Director. Any two or more joint allottees of a shares shall, for the purpose of this Article, be treated as a single member and the certificate of any share, which may be the subject of joint ownership, may be delivered to any one of such joint owners on behalf of all of them. Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person whom it has been issued, indicating the date of issue. For any further certificate the Board shall be entitled, but shall not be bound, to prescribed a charge not exceeding Rupee one. The Company shall comply with the provisions of section 113 of the Act.	Share Certificates
	(b) ‘Notwithstanding the provisions contained in Article 20 (a), the Board of Directors may refuse application for issue of share certificates for sub-division or consolidation of shares into denominations of less than 25, except when such sub-division or consolidation is required to be made to comply with a statutory order or an order of the competent Court of Law.’
	(c) A Director may sign a share certificate by of fixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp PROVIDED THAT the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

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	(d) No certificate of any share or shares shall be issued where such share or shares are being held in an electronic and fungible form as per the provisions of the Depositories Act 1996.
Renewal of Shares Certificate.	21. (a) No certificate of any share or shares shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out, or where the cages on the reverse for recording transfers have been duly utilised, unless the certificate in lieu of which it is issued is surrendered to the Company.
	(b) When a new share certificate has been issued in pursuance of clause (a) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is “issued in lieu of share certificate No. sub-divided/replaced/on consolidation of shares”.
	(c) If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on such terms, if any, as to evidence and indemnity and as to the payment of out of - pocket expenses incurred by the Company in investigating evidence as the Board thinks fit.
	(d) When a new share certificate has been issued in pursuance of clause (c) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is “duplicate issued in lieu of share certificate No.” The word “Duplicate” shall be stamped or punched in bold letters across the face of the share certificate.
	(e) Where a new share certificate has been issued in pursuance of clause (a) or clause (c) of the Article, particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate Certificates indicating against the names of the persons to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued and the necessary changes indicated in the Register of Members by suitable cross reference in the “Remarks” column.
	(f) All blank forms to be used for issue of share certificates shall be printed and the printing shall be done only on the authority of a resolution of the Board. The blank forms shall be consecutively machine-numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such forms shall be kept in the custody of the Secretary or of such other person as the Board may appoint for the purpose; and the Secretary or the other person aforesaid shall be responsible for rendering an account of these forms to the Board.
	(g) The Managing Director of the Company for the time being or, if the Company has no Managing Director, every Director of the Company shall be responsible for the maintenance, preservation and safe custody of all books and documents relating to the issue of share certificates except the blank forms of share certificates referred to in sub-Article(f).

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	(h) All books referred to in sub-Article (g) shall be preserved in good order permanently.
22.	(a) Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to the following and other provisions contained in these Articles.	Joint holders
	(b) The Company shall be entitled to decline to register more than four persons as the holders of any share.
	(c) The joint holders of any share shall be liable, severally as well as jointly, for and in respect of all calls and other payments which ought to be made in respect of such shares.
	(d) On the death of any such joint holder, the survivor or survivors shall be the only person or persons recognised by the Company as having any title to the share, but the Directors may require such evidence of death as they may deem fit and nothing herein contained shall be taken to release the estate of the deceased joint holder from any liability on shares held by him jointly with any other person.
	(e) Any of such pint holders may give effectual receipts for any dividends or other moneys payable in respect of such share.
	(f) Only the person whose name stands in the Register of Members as the first of the joint holders of any shares shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company, and any notice given to such person shall be deemed proper notice to all joint holders.
	(g) Any one of two or more joint holders may vote at any meeting either personally or by proxy in respect of such share as if he were solely entitled thereto, and if more than one of such joint holders be present at any meeting personally or by proxy, the holder whose name stands first or higher (as he case may be) on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.
PROVIDED always that a person present at any meeting personally shall be entitled to vote in preference to a person present by proxy although the name of such person present by proxy stands first on the Register of Members in respect of such shares.
23	(1) Except as ordered by a court of competent jurisdiction or as by law required, the company shall not be bound to recognize any equitable, contingent, future or partial	Company not bound to recognise any interest in shares other than that of registered holder.

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		interest in any share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof; but the Board shall be at liberty at their sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.
Facility of Nomination	(2)	Every holder of shares, debentures or securities of the company may, at any time, nominate, in the prescribed manner, a person, to whom his or her shares, debentures or securities shall vest in the event of his or her death. Where such shares, debentures or securities are held by more than one person, jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the shares, debentures or securities of the Company shall vest in the event of death of all the joint holders. Where nomination has been made as aforesaid, which confers on the nominee, the right to vest the shares, debentures or securities of the company, the nominee shall on the death of the shareholder or the holder of the debentures or holder of the securities of the Company or on the death of joint holders, as the case may be, be entitled to all the rights in the shares, debentures or securities to the company or of the joint holders in relation to such shares, debentures or securities, to the exclusion of all other persons, until the nomination is varied or cancelled, the right of the nominee shall remain valid and effectual, notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise. Where the nominee is minor, it shall be lawful for the holder of the shares, debentures or securities to make nomination to appoint, in the prescribed manner, any person to become entitled to shares, debentures or securities of the company, in the event of his or her death, during the minority of the nominee. A nominee, upon the production of such evidence as may be required by the Board, elect either to be registered as holder of the shares, debentures or securities, as the case may be, or to make such transfer of the shares, debentures or securities, as the deceased shareholder or debenture holder or security holder could have made. All the provisions of Sections 109A & 109 B of the Act shall apply.
Funds etc. of Company may not be applied in purchase of shares of the Company.	24.	(1) The Company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, and financial assistance for the purpose of or in connection with the purchase or subscription made or to be made by any person of or for any shares in the Company except in conformity with the provision of section 77 of the Act.
Power of company to purchase its own securities		(2) Notwithstanding the provision contained in Article 24(1), the Company may purchase its own shares or other specified securities out of (i) its free reserves; or (ii) the securities premium account; or (iii) the proceeds of any shares or other specified securities. Subject to provisions of sections 77A, 77AA and 77B of the Act.

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UNDERWRITING AND BROKERAGE
25.	Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares, in or debentures of the Company, or procuring, or agreeing to procure subscriptions (whether absolute or conditional) for any shares in or debentures of the Company; but so that the commission shall not exceed in the case of shares, five per cent of the price at which the shares are issued, and in the case of the debentures, two and a half per cent of the price at which the debentures are issued. Such commission may be satisfied by payment in cash or by allotment of fully or partly paid shares or partly in one way and partly in the other.	Commission may be paid.
26.	The Company may also, on any issue of shares or debentures, pay such brokerage as may be lawful.	Brokerage.
INTEREST OUT OF CAPITAL
27.	Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any work or building, or the provision of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up, for the period at the rate and subject to the conditions and restrictions provided by Section 208 of the Act and may charge the same to capital as part of the cost of construction of the work or building, or the provision of plant.	Interest may be paid out of capital.
CALLS
28.	The Board may, from time to time, subject to the terms on which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by resolution by circulation) make such call as it thinks fit upon the Members in respect of all moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the person or persons and at the times and places appointed by the Board. A call may be made payable by instalments.	Directors may make calls
29.	Not less than thirty days’ notice in writing of any call shall be given by the Company specifying the time and place of payment, and the person or persons to whom such call shall be paid.	Notice of calls
30.	A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board.	Call to date from resolution
31.	A call may be revoked or postponed at the discretion of the Board.	Call may be revoked or postponed
32.	The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.	Liability of joint holder.

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Directors may extend time	33.	The Board may, from time to time at its discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members for reasons which the Board may consider satisfactory, but no member shall be entitled to such extension save as a matter of grace and favour.
Calls to carry interest	34.	If any member fails to pay any call due from him on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board, but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.
Sums deemed to be calls.	35.	Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and incase of non-payament, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum has become payable by virtue of a call duly made and notified.
Proof on trial of suit for money due on shares	36.	At the trial or hearing of any action or suit brought by the Company against any Member or his representatives for the recovery of any money claimed to be due to the company in respect of his shares, it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered appears entered on the Register of Member as the holder at or subsequently to the date at which the money sought to be recovered is alleged to have become due on the shares in respect of which such money is sought to be recovered; that the resolution making the call is duly recorded in the Minute Book; and that notice of such call was duly given to the Member or his representatives so sued in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made, nor that the meeting at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
Partial payment not to preclude forfeiture.	37.	Neither the receipt by the Company of a portion of any money which shall from time to time be due from any Member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.
Payment in anticipation of calls may carry interest.	38.	(a) The Board may, if it thinks fit, agree to and receive from any Member willing to advance the same, all or any part of the amounts of his respective share beyond the sums actually called up; and upon the moneys so paid in advance, or upon so much thereof, from

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	time to time, and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made, the Board may pay or allow interest, at such rate as the Member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to the Member three months notice in writing; PROVIDED THAT moneys paid in advance of calls on any shares may carry interest but shall not confer a right to dividend or to participate in profits.
	(b) No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable.
	LIEN
39.	(a) The Company shall have a first and paramount lien on every share (other than fully paid-up shares) for all moneys (whether presently payable or not) payable at a fixed time in respect of such share; PROVIDED THAT the Board may, at any time, declare any share to be wholly or in part exempt from the provisions of this Article.	Company’s Lien on shares
	(b) The Company’s lien, if any, on a share shall extend to all dividends payable thereon.
	(c) Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares, as against the transferor.
40.	For the purpose of enforcing such lien as aforesaid the Directors may sell the shares subject thereto in such manner as they shall think fit, but no sale shall be made:-	As to enforcing lien by sale.
	(a) Unless a sum in respect of which the lien exists if presently payable; and
	(b) until the expiration of seven days a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists and as is presently payable, has been given to the registered holder for the time being of the share or to the person entitled thereto by transmission, and default shall have been made by him in payment of the sum payable as aforesaid for seven days after such notice.
41.	The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares at the date of the sale.	Application of proceeds of sale

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	FORFEITURE OF SHARES
If money payable on shares not paid notice to be given to Members.	42.	If any member fails to pay any call or instalment of a call on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter, during such time as the call or instalment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.
Form of Notice	43.	The notice shall name a day ( not being less than fourteen days from the date of notice) and the place or places on and at which such call or instalment and such interest thereon at such rate not exceeding 12 percent per annum as the Directors shall determine from the day on which such call or instalment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that in the event of the non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is payable, will be liable to be forfeited.
In default of payment shares to be forfeited	44.	If the requirements of any such notice as aforesaid are not complied with, every or any share in respect of which such notice has been given may, at any time thereafter, but before payment of all calls or installments interests and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.
Notice of forfeiture to a Member	45.	When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid.
Forfeited share to be property of the Company and may be sold etc.	46.	Any share so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted, or otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.
Member still liable to pay calls owing at the time of forfeiture and interest.	47.	Any Member whose shares have been forfeited shall, notwithstanding the forfeiture be liable to pay and shall forthwith pay to the Company, on demand, all calls, installments, interests and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment at such rate per annum as the Board may determine, and the Board may enforce the payment thereof, if it thinks fit.
Effect of forfeiture	48.	The forfeiture of a share shall involve extinction, at the time of the forfeiture of all interest in and all claims and demands against the company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved.

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49.	A declaration in writing that the declarant is a Director or Secretary of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares.		Evidence of forfeiture.
50.	Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in the register of Members in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money, and after his name has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any persons aggrieved by the sale shall be in damages only and against the Company exclusively.		Validity of sale under Article 40 and 46.
51.	Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, and the Director’s shall be entitled to issue a duplicate certificate or certificates in respect of the said shares to the person or person entitled there to.		Cancellation of share certificates in respect of forfeited shares.
52.	The Board may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it things fit.		Power to annul forfeiture
TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES
53.	(1)	The Company shall maintain a Register of Transfers and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share.	Register of Transfers.
	(2)	Nothing contained in clause (1) of Article 53 shall apply to transfer of Security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository.	Beneficial Owner deemed as member
	(3)	In the case of transfer of shares or other marketable securities where the Company has not issued any certificates and where such shares or securities are being held in an electronic and fungible form, the provisions of the Depositories Act, 1996 together with its amendments, if any, shall apply.	Securities in Fungible form
	(4)	The provisions contained in this Article of Association with regard to transfer of transmission of shares, debentures or any other securities effected by the transferor and the tansferee both of whom are entered as beneficial owners in the records of a depository.	Transfer of Depository Shares and Debentures

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Rectification of Register on Transfer		(5)	With regard to the rectification of Register on transfer, all the provisions of section 111 A of the Act, as may be in force from time to time shall also apply.
Allotment of Shares and Debentures under Despository		(6)	Notwithstanding anything contained in sub-section (1) of Section 113 of the Act or any modification (s) or re-enactment (s) thereof, where the shares, debentures or any other securities are dealt with in a depository, the Company shall intimate the details thereof to the depository immediately on allotment of such shares, debentures or any other securities as far as practicable.
Distinctive numbers not required under Depository		(7)	Provisions contained in this Articles of Association about recording distinctive numbers of shares or debenture holder respectively in the Register of Members or Register of Debenture holders of the Company shall not apply to the shares or debentures or any other securities which are held with a depository.
Register and Index of Beneficial Owner		(8)	The Register and Index of Beneficial Owners maintained by a depository under Section 11 of the Depositories Act, 1996, shall also be deemed to be a Register and Index of Members and Register and Index of Debenture holders, as the case may be, for the purposes of this Articles of Association and the Act.
Form of Transfer.	54.	The instrument of transfer shall be in writing and in such form as may be prescribed. All the provisions of section 108 of the Act shall be duly complied with in respect of all transfers and of the registration thereof. The Company shall not charge any fee for registration of a transfer of shares or debentures.
Transfer to be left at office and evidence of title given.	55.	Every instrument of transfer shall be in respect of only one class of shares, and shall be left at the Office of the Company or such other place as the Company may notify for registration accompanied by the certificate of the shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor or his right to transfer the shares: PROVIDED THAT where it is provided to the satisfaction of the Directors that an instrument of transfer signed by the transferor and the transferee has been lost, the Company may, if the Directors think fit, on an application in writing made by the transferee and bearing the stamp required by an instrument of transfer, register the transfer on such terms as to indemnity as the Directors may think fit.
No transfer to minors etc.	56.	No transfer shall be made to a person of unsound mind or to a minor.
Closure of Register of members or Debenture holders	57.	The Directors shall have power, on giving seven days notice by advertisement as required by Section 154 of the Act, to close the transfer books, Register of Members or Register of Debenture holders of the Company for such period of time not exceeding in the whole 45 days in each year (but not exceeding 30 days at a time) as they may determine.
Director’s powers to refuse to register a transfer.	58.	Subject to the provisions of Section 111 of the Act, and Section 22A of the Securities contract (Regulation) Act, 1956, the Board may at its absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any

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	transfer of shares or debentures or any other scrip or security whether fully paid or not (notwithstanding that the proposed transferee be already a member) but in such cases it shall, within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal to register such transfer, provided that the registration of a transfer shall not be refused on the ground that the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever, except a lien on shares.
59.	The executors or administrators of a deceased Member or the holder of a Succession Certificate in respect of the shares of a deceased Member (no being one of two or more joint holders) shall be the only persons whom the company will be bond to recognised as having any title to the shares registered in the name of such Member, and the Company shall not be bound to recognised such executors or administrators or holders unless such executors, administrators or holders shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be, from a duly constituted Court in India: PROVIDED THAT the Directors may, at their absolute discretion, dispense with production of Probate, Letters of Administration or Succession Certificate upon such terms as to indemnity or otherwise as they think fit and may enter the name of the person who claims to be absolutely entitled to the shares standing in the name of a deceased Member, as a Member. The Company shall not charged any fee for registration of any Power of Attorney, Probate, Letters of Administration or similar document.	Title to shares of deceased holder.
60.	Any person becoming entitled to any share in consequence of the death, lunacy or insolvency of any Member or by any lawful means other than by a transfer in accordance with these Articles, may, with the consent of the Directors (which they shall be under no obligation to give) and upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Directors may require, and upon giving such indemnity as the Directors may require, either be registered as a Member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a Member in respect of such shares: PROVIDED THAT if such person shall elect to have his nominee registered, he shall testify his election by executing in favour of his nominee and instrument of transfer in accordance with these Articles, and until he does so he shall not be freed from any liability in respect of such shares. This clause is hereinafter referred to as the “Transmission Clause”.	Transmission Clause.
61.	The Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if he were the transferee named in the case of a transfer of shares presented for registration.	Refusal to Register in case of transmission.
62.	The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purported to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the	The Company is not liable for disregard of notice prohibiting registration of transfer.

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		prejudice of persons having or claiming any equitable right, title or interest to or in the same shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred to it in any book, or attended or given effect to any notice which may have been given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit.
Rights of successors.	63.	A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the shares, except that he shall not, before being registered as a Member in respect of the shares, be entitled to exercise any right conferred by membership in relation to meetings of the Company; PROVIDED THAT the Directors shall, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the shares, and if the notice is not complied with within ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the shares until the requirements of the notice have been complied with.
	COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS
Copies of Memorandum and Articles of Association to be sent by the Company.	64.	Copies of the Memorandum and Articles of Association of the Company and other documents referred to in section 39 of the Act shall be sent by the Company to every Member at his request within seven days of the request on payment of the sum of Rupee one for each copy.
	BORROWING POWERS
Borrowing powers.	65.	Subject to the provisions of Sections 292, 293 and 58 A of the Act, the Board of Directors may, from time to time at its discretion, by resolution at a meeting of the Board, accept deposits from Members, either in advance of calls or otherwise, and generally raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company.
Payment or repayment of borrowed moneys.	66.	The payment and repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms and conditions in all respects as the Board of Directors may think fit, by resolutions passed at a meeting of the Board (but not by circulation) and in particular, by the issue of bonds, debentures or debenture stock of the Company either unsecured or secured by a mortgage or charge over all or any part of the property of the Company (both present and future) including its uncalled capital for the time being, and debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

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67.	Any debenture, debenture stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and conditions as to redemption, surrender, drawing, allotment of share and attending (but not voting) at General Meetings, appointment of Directors and otherwise, Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting accorded by a special resolution.	Terms of issue of Debentures.
68.	The Board shall caused a proper Register to be kept in accordance with the provisions of section 143 of the Act of all mortgages, debentures and charges specifically effecting the property of the Company; and shall cause the requirements of sections 118, 125 and 127 to 144 (both inclusive) of the Act in that behalf to be duly complied with, so far as they are required to be complied with by the Board.	Register of Mortgages etc. to be kept.
69.	The Company shall, if at any time it issues debentures, keep a register and Index of Debenture holder in accordance with section 152 of the Act. The Company shall have the power to keep in any State or country outside India a branch register of debenture holders resident in that State or country.	Register and Index of Debenture holders.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
70.	The Company in General meeting may convert any paid-up shares into stock; and when any shares shall have been converted into stock, the several holders of such stock may thenceforth transfer their respective interest therein, or any part of such interest, in the same manner and subject to the same regulations, as and subject to which shares from which the stock arose might have been transferred, if no such conversion had taken place, or as near there to as circumstances will admit. The company may at any time reconvert any stock into paid-up shares of any denomination.	Shares may be converted into stock.
71.	The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.	Rights of stock holders.
MEETINGS OF MEMBERS
72.	The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year. All General Meetings other than Annual General Meetings shall be called Extraordinary General meetings. An Annual General Meeting of the Company shall be held within six months after the expiry of each financial year: PROVIDED THAT not more than fifteen months shall elapse between the date of	Annual General Meeting and Annual Return.

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		the one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 166 (1) of the Act to extend the time within which any Annual General Meeting may be held. Every Annual General Meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held at the Office of the Company or at some other place within the City, Town or Village in which the Office is situate as the Board may determine and the notices calling the Meeting shall specify it as the Annual General Meeting. The Company may in any one Annual General Meeting fix the time for its subsequent Annual General Meeting. Every Member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Directors’ Report and Audited Statement of Accounts. Auditor’s Report (if not already incorporated in the Audited Statement of accounts), the Proxy Register with proxies and the register of Director’s Shareholdings which latter Register shall remain open and accessible during the continuance of the meeting to any person having the right to attend the meetings. The Board shall cause to be prepared the Annual Return, Balance Sheet and Profit and Loss Account and forward the same to the Registrar in accordance with Sections 159, 161 and 220 of the Act.
Extraordinary General Meeting	73.	The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a requisition in writing by a Member or Members holding in the aggregate not less than one-tenth of such of the paid-up capital as at that date carries the right of voting in regard to the matter in respect of which the requisition has been made.
Requisition of Members to state object of meeting.	74.	Any valid requisition so made by Members must state the object or objects of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the Office: PROVIDED THAT such requisition may consist of several documents in like form, each signed by one or more requisitionists.
On receipt of requisition Directors to call meeting and in default requisitionists may do so.	75.	Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General Meeting and if they do not proceed within twenty-one days from the date of the requisition being deposited at the Office to cause a meeting to be called on a day not later than forty-five days from the date of deposit of the requisition, the requisitionists, or such of their number as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid up share capital of the Company as is referred to in Section 169(4) of the Act, whichever is less, may themselves call the meeting, but in either case, any meeting so called shall be held within three months from the date of the deposit of the requisition as aforesaid.

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76.	Any meeting called under the forgoing Articles by the requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board.	Meeting called by requisitionists.
77.	Twenty-one, days notice at the least of every General Meeting, Annual or Extraordinary, and by whomsoever called, specifying the day, place and hour of meeting, and the general nature of the business to be transacted thereat, shall be given in the manner hereinafter provided, to such person as are under these Articles entitled to receive notice from the Company: PROVIDED THAT in the case of an Annual General Meeting with the consent in writing of all the members entitled to vote thereat and in case of any other meeting, with the consent of Members holding not less than 95 percent of such part of the paid-up share capital of the Company as gives a right to vote at the meeting, a meeting may be convened by a shorter notice.	Twenty-one day’s notice of meeting to be given
78.	In the case of an Annual General meeting if any business other than (i) the consideration of the Accounts, Balance Sheet and Reports of the Board of Directors and Auditors, (ii) the declaration of dividend, (iii) the appointment of Directors in place of those retiring, (iv) the appointment of and fixing of the remuneration of, the Auditors, is to be transacted and in the case of any other meeting, in any event, there shall be annexed to the notice of the Meeting a statement setting out all materials facts concerning each such item of business, including in particular the nature of the concern or interests, if any, therein of every Director, and the Manager (if any). Where any such item of Special Business relates to, or affects any other company, the extent of shareholding interest in such other company of every Director and the Manager, if any, of the Company shall also be set out in the statement if the extent of such shareholding interest is not less than 20 percent of the paid-up share capital of that other company. Where any item of business consists of the according approval of any documents by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.	Business to be transacted at the General Meeting and nature thereof.
79.	The accidental omission to give any such notice as aforesaid to any of the Members, or the non-receipt thereof, shall not be invalidate any resolution passed at any such meeting.	Omissions to give notice not to invalidate a resolution passed.
80.	No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any business which has not been mentioned in the notice or notices upon which it was convened.	Meeting not to transact business not mentioned in notice.
81.	The quorum for the meeting shall be as provided in Section 174 of the Act.	Quorum for the General Meeting.
82.	A body corporate being a Member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act.	Body Corporate deemed to be personally present.
83.	If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum is not present, the meeting, if convened by or upon the requisition of Members, shall stand dissolved, but in any other case, the meeting shall stand	If quorum not present, meeting to be dissolved or adjourned

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		adjourned to the same day in the next week or, if that day is a public holiday, until the next succeeding day which is not a public holiday, at the same time and place, or to such other day and at such other time and place as the Board may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for the holding the meeting, the Members present shall be a quorum and may transact the business for which the meeting was called.
Chairman of General Meeting	84.	The Chairman (if) any of the Board of Directors shall be entitled to take the Chair at every General Meeting whether Annual or Extraordinary. If at any meeting he shall not be present within fifteen minutes of the time appointed for holding such meeting, or if he shall be unable or unwilling to take the Chair, he shall nominate a Director who shall act as the Chairman of the meeting, and if no such nomination is made, then the Members present shall elect another Director as Chairman, and if no Director be present or if all the Directors present decline to take the chair, then the Members present shall elect one of their number to the Chairman.
Business confined to election of Chairman whilst chair vacant.	85.	No business shall be discussed at any General Meeting except the election of a Chairman, whilst the Chair is vacant.
Chairman with consent may adjourn meeting.	86.	The Chairman, with the consent of the Members, may adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
Question at General meeting how decided.	87.	(1)	At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands, unless a polls is (before or on the declaration of the result on a show of hands) ordered to be taken by the Chairman of the meeting of his own motion or demanded by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid up, and unless a poll is so ordered to be taken or demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or lost, and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.
		(2)	Notwithstanding anything contained herein in the Articles of Association of the Company, in the case of resolutions relating to such business as the Central Government may by notification declare to be conducted only by postal ballot, the Company shall get such resolution passed by means of postal ballot or electronic mode in terms of Section 192A of the Companies Act, 1956, as amended, instead of transacting the business in General Meeting of the Company.

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88.	In the case of an equality of votes, the chairman shall both on a show of hands and at a poll (if any) have a casting vote in addition to the vote or votes to which he may be entitled as a member.	Chairman’s casting vote
89.	If a poll is demanded as aforesaid, the same shall, subject to Article 91, be taken at such time (not later than forty-eight hours from the time when the demand was made) and place, and either by open voting or by ballot, as the chairman shall direct, and either at once or after an interval or adjournment, or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at any time by the persons who made the demand.	Poll to be taken, if demanded.
90.	Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him. One of the scrutineers so appointed shall always be a Member (not being an officer or employee of the Company) present at the meeting, provided such a Member is available and willing to be appointed. The Chairman shall have power at any time before the result of the poll is declared to remove a scrutineer from the office and fill vacancies in the office of scrutineer arising from such removal or from any other cause.	Scrutineers at poll
91.	Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting forthwith.	In what case poll taken without adjournment.
92.	The demand for a poll except on the questions of the election of the Chairman and of an adjournment shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.	Demand for poll not to prevent transaction of other business.
VOTES OF MEMBERS
93.	No member shall be entitled to vote either personally or by proxy at any General Meeting or Meeting of a class of shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised, any right of lien.	Members in arrears not to vote.
94.	Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the Company, every Member shall be entitled to be present, and to speak and vote at such meeting. Every member present in person or by proxy shall on a show of hands have one vote and upon a poll the voting a right shall be in proportion to his share of the paid-up equity share capital of the Company;	Number of votes to which member entitled.
	PROVIDED, however, if any Preference Shareholder be present at any meeting of the Company, save as provided in clause (b) of sub-section (2) of section 87, he shall have a

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		right to vote only on resolutions placed before the meeting which directly affect the rights attached to the Preference Shares.
Casting of votes by a member entitled to more than one vote.	95.	On a poll taken at a meeting of the Company, a Member entitled to more than one vote or his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.
Vote of Member of unsound mind or who is a minor.	96.	A Member of unsound mind or in respect of whom an Order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, or by proxy of such committee or other legal guardian. If any shareholder be a minor, the vote in respect of his share or shares shall be by his guardian, or any one of his guardians, if more than one, to be selected in case of dispute by the Chairman of the meeting.
Votes of joint members.	97.	If there be joint registered holders of any shares, any one of such persons may vote at any meeting or may appoint another person (whether a Member or not) as his proxy in respect of such shares, as if he were solely entitled thereto but the proxy so appointed shall not have any right to speak at the meeting and, if more than one of such joint holders be present at any meeting, that one of the said persons so present whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased Member in whose name shares stand shall for the purpose of these Articles be deemed joint holders thereof.
Voting in person or by proxy.	98.	Subject to the provisions of these Articles, votes may be given either personally or by proxy. A body corporate being a Member may vote either by proxy or by representative duly authorized in accordance with section 187 of the Act and such representative shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual Member.
Votes in respect of shares of deceased and insolvent Member.	99.	Any person entitled under the Transmission Clause (Article 60) to transfer any shares may vote at any General Meeting in respect thereof in the same manner as if he were the registered holder of such shares; PROVIDED THAT forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such indemnity (if any) as the Directors may require or the Directors shall have previously admitted his right to vote at such meeting in respect thereof.
Appointment of proxy.	100..	Every proxy (whether a Member or not ) shall be appointed in writing under the hand of the appointer or his attorney, or if such appointer is a body corporate under the common seal of such corporation, or be signed by an officer or any attorney duly authorised by it, and any Committee or guardian may appoint such proxy. The proxy so appointed shall not have any right to speak at the meetings.

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101.	An instrument of proxy may appoint a proxy either for the purpose of a particular meeting specified in the instrument and any adjournment thereof or it may appoint for the purpose of every meeting of the Company, or of every meeting to be held before a date specified in the instrument and every adjournment of any such meeting.	Proxy either for specified meeting or for a period.
102.	A member present either in person or by proxy shall be entitled to vote both on show of hands and on a poll.	Votes by members present or by proxy.
103	The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power of authority, shall be deposited at the office not later than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default, the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.	Deposit of instrument of appointment
104	Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in any of the forms set out in Schedule IX of the Act.	Form of proxy.
105	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the proxy or of any power of attorney under which such proxy was signed, or the transfer of the share in respect of which the vote is given : PROVIDED THAT no intimation in writing of the death or insanity, revocation or transfer shall have been received at the Office before the meeting.	Validity of votes given by proxy notwithstanding death of Member.
106	No objection shall be made to the validity of any vote, except at the meeting or poll at which such vote shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll, shall be deemed valid for all purposes of such meeting or poll whatsoever.	Time for objection to votes.
107	The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.	Chairman of the meeting to be the judge of the validity of every vote
MINUTES OF GENERAL MEETING
108.	(a) The Company shall cause minutes of all proceedings of every General Meeting to be kept by making within thirty days of the conclusion of every such meeting concerned, enteries thereof in books kept for that purpose with their pages consecutively numbered.	Minutes of General Meetings and inspection thereof by Members.
	(b) Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the

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		Chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that Chairman within that period, by a Director duly authorised by the Board for the purpose.
		(c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise.
		(d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
		(e) All appointments of officers made at any meeting aforesaid shall be included in the minutes of the meeting.
		(f) Nothing herein contained shall require or be deemed to require the inclusion in any such minutes of any matter which in the opinion of the Chairman of the meeting (a) is or could reasonably be regarded as defamatory of any person, or (b) is irrelevant or immaterial to the proceedings, or (c) is detrimental to the interests of the Company. The Chairman of the meeting shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the aforesaid grounds.
		(g) Any such minutes shall be evidence of the proceedings recorded therein. (h) The book containing the minutes of proceedings of General Meetings shall be kept at the Office of the Company and shall be open during business hours, for such periods not being less, in the aggregate, than two hours in each day, as the Directors determine to the inspection of any Member without charges.
	DIRECTORS
Number of Directors	109.	Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 252 of the Act, the number of Directors (excluding alternate Directors) shall not be less than three nor more than twelve.
Appointment of Directors.	110.	(a) Not less than two third of the total number of Directors shall (i) be persons whose period of office is liable to determination by retirement of Directors by rotation and (ii) save as otherwise expressly provided in the Articles, be appointed by the Company in General Meeting.
		(b) Subject to the provisions of Section 256 of the Act and Articles 111, 112, 112A, 112B, 113, 114 and 115 at every Annual General Meeting of the Company, one third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one –third shall retire from office. The Directors appointed pursuant to Article 111, 112, 112A, and 112B shall not be subject to retirement under this article & shall not be taken into account in determining the rotation of retirement or the number of Directors to retire. In the following Articles, a “retiring Director(s)” means a Director (s) retiring by rotation.

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	(c) Subject to Section 284(5) of the Act, the Directors to retire by rotation under Article 110B at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become directors on the same day. Those who are to retire shall, in default of and subject to any agreement among themselves be determined by lot.
	(d) A retiring Director shall be eligible for re-election.
	(e) Subjects to Section 258, 259, 261 and 284 of the Act, the Company at the General Meeting at which a Director retires in manner aforesaid may fill up the vacancy by appointing the retiring Directors or some other person thereto.
	(f). A. If the place of the retiring Directors is not filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday till the next succeeding day which is not a public holiday, at the same time and same place.
	B. If at the adjourned meeting also, the place of the retiring Directors is not filled up and that meeting also had not expressly resolved not to fill the vacancy of the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless.
	(i)	at the meeting or the previous meeting a resolution for the re-appointment of such Director has been put to the meeting and lost;
	(ii)	the retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so re-appointed;
	(iii)	he is not qualified or is disqualified for appointment.
	(iv)	a resolution, whether special or ordinary, is required for his appointment or re-appointment in virtue of any provisions of the Act; or
	(v)	the proviso to sub-section (2) of Section 263 of the Act is applicable to the case.
111.	So long as FINSIDER and /or its holding, subsidiary or associate companies either singly or in the aggregate hold 26% or more of the paid-up equity share capital of the Company FINSIDER shall have the right by a notice in writing addressed to the Company, to appoint such number of persons as shall together with the Directors		Appointment of Directors by FINSIDER

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		appointed under Articles 112, 112A and 112B not exceed one-third of the total number of Directors for the time being of the Company, as Directors of the Company and to remove such persons from office, and on a vacancy being caused in such office from any cause, whether by resignation, death, removal or otherwise, of any such person so appointed, to appoint another to fill such vacancy.
Debenture Directors.	112.	If it is provided by the Trust Deed secured or otherwise, in connection with any issue of debentures of the Company, that any person or persons shall have power to nominate a by Director of the Company, then in the case of any and every such issue of debentures, the person or persons having such power may exercise such power from time to time and appoint a Director acceptable to the Company. Any Director so appointed is herein referred to as Debenture Director. A Debenture Director may be removed from office at any time by the person or persons in whom for the time being is vested the power under which he was appointed and another Director may be appointed in his place. A Debenture Director shall not be bound to hold any qualification share.
Power to appoint ex-officio Directors	112A.	Whenever Directors enter into a contract with any Government, Central, State, or Local, any bank or financial institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for providing any guarantee or security or for technical collaboration or assistance or for underwriting or enter into any other arrangement whatsoever, the Directors shall have, subject to the provisions of Section 255 of the Act, the power to agree that such appointer shall have the right to appoint or nominate by a notice in writing addressed to the Company one or more Directors on the Board for such period and upon such conditions as may be mentioned in the agreement and that such Director or Directors may not be liable to retire by rotation nor be required to hold any qualification shares. The Directors may also agree that any such Director or Directors may be removed from time to time by the appointer entitled to appoint or nominate them and the appointer may appoint another or others in his or their place and also fill in any vacancy, which may occur as a result of such Director or Directors ceasing to hold that office for any reason whatever. The Directors appointed or nominated under this Article shall be entitled to exercise and enjoy all or any of the rights and privileges exercised and enjoyed by the Directors of the Company including payment of remuneration and travelling expenses to such Director or Directors as may be agreed by the Company with the appointer.
Appointment of Director by ICICI.	112B.	So long as any moneys remain owing by the Company to The Industrial Credit & Investment Corporation of India Limited (ICICI), out of any loans granted by ICICI to the Company ICICI shall have a right to appoint from time to time, any person as a Director (which Director is hereinafter referred to as ‘ICICI Director’), on the Board of the Company to and to remove from such office any person or persons so appointed and to appoint any person in his place. The Board of Directors of the Company shall have no power to remove from office the ICICI Director. At the option of ICICI such ICICI Director shall not be required to hold any share qualification in the Company. Also at the option of ICICI, such ICICI Director shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the ICICI Director shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company.

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	The ICICI Director so appointed shall hold the said office only so long as any moneys remain owing by the Company to ICICI. The ICICI Director appointed under this Article shall be entitled to receive all notices of Board Meetings and of the meetings of the Committee of which the ICICI Director is a member as also the minutes of such meetings. The Company shall pay to the ICICI Director nominal allowances, other remuneration, travelling and boarding expenses as applicable to other non-whole time Directors of the Company.
113.	The Board may appoint an alternate Director to act for a Director (hereinafter called “the original Director”) during his absence for a period of not less than three months from the State or Union Territory in which meetings of the Board are ordinarily held: PROVIDED THAT in the case of a Director appointed by FINSIDER under Article 111, the alternate Director to be appointed for such original Director shall be a person approved or recommended by FINSIDER. An alternate Director so appointed shall not hold office as such for a period longer than that permissible to the original Director in whose place he has been appointed and shall vacate office if and when the original Director returns to the State in which meetings of the Board are ordinarily held. If the term of office of the Original Director is determined before he so returns to the State or Union Territory aforesaid, any provision for the automatic re-appointment of retiring Directors in default of another appointment shall apply to the original Director and not to the alternate Director.	Appointment of alternate Directors.
114.	Subject to the provisions of section 260 and 264, the Board shall have power at any time and from time to time to appoint any other qualified person to be a additional Director but so that the total number of Directors shall not at any time exceed the maximum fixed under Article 109. Any such additional Director shall hold office only up to the date of the next Annual General Meeting.	Director’s power to add to the Board.
115.	Subject to the provisions of section 262 and 264, the Board shall have power at any time and from time to time to appoint any other qualified person to be a Director to fill a casual vacancy. Any person so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated hy him.	Director’s power to fill casual vacancies.
115A.	A person who is not a retiring Director shall, subject to the provisions of the Act, be eligible for appointment to the office of Director at any General meeting, if he or some members intending to propose him has, not less than fourteen days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for the office of director or the intention of such member to propose him as a candidate for that office, as the case may be, along with a deposit of five hundred rupees, which shall be refunded to such persons or, as the case may be, to such member, if the person succeeds in getting elected as a Director.

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Qualification of Director	116.	(1)	A Director shall not be required to hold any qualification share.
		(2)	A person shall not be capable of being appointed Director of the Company if he is disqualified under the provisions of section 274 for the time being in force and may other provision contained in the Companies Act, 1956.
Remuneration of Director.	117	(a) Subject to the provisions of the Act, a Managing Director or Managing Directors, and any other Director/who is/are in the whole-time employment of the Company may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other.
		(b)	Subject to the provisions of the Act, a Director, who is neither in the whole-time employment nor a Managing Director, may be paid remuneration either :-
		(i)	by way of monthly, quarterly or annual payment with the approval of the Central Government, or
		(ii)	by way of commission if the Company by a special resolution authorises such payment.
		(c) A Director (excluding a Managing or Whole time Director, if any) for attending a Meeting of the Board or Committee thereof shall be entitled to a fee to the extent of the maximum prescribed under the Act.”
Travelling expenses incurred by Director not a bonafide resident or by Director going out on Company’s business.	118.	The Board may allow and pay to any Director who is not a bonafide resident of the place where the meetings of the Board are ordinarily held and who shall come to such place for the purpose of attending any meeting, such sum as the Board may consider fair compensation for travelling, boarding, lodging and other expenses, in addition to his fee for attending such meeting as specified above; and if any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s business, he shall be entitled to be paid and reimbursed any travelling or other expenses incurred in connection with the business of the Company.
Directors may act not withstanding any vacancy.	119.	The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number is reduced below the minimum number fixed by Article 109 hereof, the continuing Directors not being less than two may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting, but for no other purpose.
When office of Directors to become vacant.	120.	Subject to Sections; 283 (2) and 314 of the Act, the office of a Director shall become vacant if:-
		(a)	he is found to be of unsound mind by a Court of competent jurisdiction; or
		(b)	he applies to be adjudicated an insolvent; or
		(c)	he is adjudged an insolvent; or

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	(d)	he fails to pay any call made on him in respect of shares of the Company held by him, whether alone or jointly with others, within six months from the date fixed for the payment of such call unless the Central Government has, by notification in the Official Gazette, removed the disqualification incurred by such failure; or
	(e)	he absents himself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months, whichever is longer, without leave of absence from the Board; or
	(f)	he becomes disqualified by an order of the Court under section 203 of the Act; or
	(g)	he is removed in pursuance of Section 284 or
	(h)	he (whether by himself or by any person for his benefit or on his account), or any firm in which he is a partner, or any private company of which he is a Director, accepts a loan, or any guarantee or security for a loan, from the Company in contravention of Section 295 of the Act;or
	(i)	he acts in contravention of Section 299 of the Act;or
	(j)	he is convicted by a Court of an offense involving moral turpitude and is sentenced in respect thereof to imprisonment for not less than six months; or
	(k)	having been appointed a Director by virtue of his holding any office or other employment in the Company, he ceases to hold such office or other employment in the Company; or
	(1)	he resigns his office by a notice in writing addressed to the Company.
121.	(1) Except with the consent of the Board of Directors of the Company, a Directors of the Company or his relative, a firm in which such a Director or relative is a partner, any other partner in such a firm, or a private company of which the Director is a member or Director, shall not enter into any contract with the Company:-			Directors may contract with Company
		(a)	for the sale, purchase or supply of any goods, materials or service; or
		(b)	for underwriting the subscription of any shares in, or debentures of, the Company.
	(2)	Nothing contained in sub-clause (a) of Clause (1) shall effect:
		(a)	the purchase of goods and materials from Company, or the sale of goods and materials to the Company, by any Director, relative, firm, partner or private company as aforesaid for cash at prevailing market prices; or

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		(b)	any contract or contracts between the Company on the one side, and such Director, relative, firm, partner or private company on the other for sale, purchase or supply of any goods, materials and services in which either the company or the Director, relative, firm, partner or private company, as the case may be regularly trades or does business: PROVIDED THAT such contract or contracts do not relate to goods and materials the value of which, or services the cost of which, exceed five thousand rupees in the aggregate in any year comprised in the period of the contract or contracts.
	(3)	Notwithstanding anything contained in sub-clauses (1) and (2) of this Article, a Director, relative, firm, partner or private company as aforesaid may, in circumstances of urgent necessity enter, without obtaining the consent of the Board, into any contract with the company for the sale, purchase or supply of any goods or materials or services, even if the value of such goods or costs of such services exceed five thousand rupees in the aggregate in any year comprised in the period of the contract; but in such a case, the consent of the Board shall be obtained at a meeting within three months of the date on which the contract was entered into.
		(4) Every consent of the Board required under this Article shall be accorded by a resolution passed at a meeting of the Board and not otherwise, and the consent of the Board required under sub-clause (1) of this, Article shall not be deemed to have been given within the meaning or that sub-clause unless the consent is accorded before the contract is entered into or within three months of the date on which it was entered into.
		(5) If the consent is not accorded to any contract under this Articles anything done in pursuance of the contract shall be voidable at the option of the Board.
Disclosure of interest by Directors.	122.	(1) Every Director of the Company, who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the Company, shall disclose the nature of his concern or interest at a meeting of the Board of Directors in the manner set out in Section 299 of the Act.
		(2) Nothing in sub-clause (1) of this Article shall apply to any contract or arrangement entered into or to be entered into between the Company and any other company, where any of the Directors of the Company or two or more of the Directors together holds or hold not not more than two per cent of the paid-up share capital in the other company.
Interested Directors not to participate or vote in Board’s proceedings.	123.	No Director shall, as a Director, take any part in the discussion of, or vote on any contract or arrangement entered into, by or on behalf of the Company, if he is in any way, whether directly or indirectly, concerned or interested in such contract or arrangement, nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void, PROVIDED, however, that nothing herein contained shall apply to-

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	(a)	any contract or indemnity against any loss which the Directors, or any one or more of them, may suffer by reason of becoming or being sureties of a surety for the Company :
	(b)	any contract or arrangement entered into or to be entered into with a public company or a private company which is a subsidiary of a public company in which the interest of the Director consists solely–
(i)	in his being–
	(a)	a Director of such company ; and
	(b)	the holder of not more than shares of such number or value therein as is requisite to qualify him for appointment as a Director thereof, he having been nominated as such Director by the Company; or
(ii)	in his being a Member holding not more than 2 per cent of its paid-up share capital.
124.	The Company shall keep a Register in accordance with Section 301 (1) and shall within the time specified in Section 301 (2) enter therein such of the particulars as may be relevant having regard to the application thereto of Section 297 or Section 299 of the Act as the case may be. The Register aforesaid shall also specify, in relation to each Director of the Company, the names of the bodies corporate and firms of which notice has been given by him under Section 299. The Register shall be kept at the Office of the Company and shall be open to inspection at such, Office, and extracts may be taken therefrom and copies thereof may be required by any Member of the Company to the same extent, in the same manner, and on payment of the same fee as in the case of the Register of Members of the Company and the provisions of Section 163 of the Act shall apply accordingly.		Register of Contracts in which Director’s are interested.
125.	A Director may be or become a Director of any company promoted by the Company, or in which it may be interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any benefits received as a Director or shareholder of such company except in so far as Section 309 (6) or Section 314 of the Act may be applicable.		Directors may be Directors of companies promoted by the Company
126.	Subject to Section 259 of the Act, the Company may, by ordinary resolution, from time to time, increase or reduce the number of Directors.		Company may increase or reduce the number of Directors.
127.	(a) The Company shall keep at its Office a Register containing the particulars of its Directors, Managers, Secretaries and other persons mentioned in Section 303 of the Act, and shall otherwise comply with the provisions of the said Section in all respects.		Register of Directors etc. and notification of Change to Registrar.

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		(b) The Company shall in respect of each of its Directors also keep at its Office a register, as required by Section 307 of the Act, and shall otherwise duly comply with the provisions of the said Section in all respects.
Disclosure by Director of appointment to any other body corporate.	128.	Every Director (including a person deemed to be a Director by virtue of the Explanation to sub-section (1) of Section 303 of the Act), Managing Director, Manager or Secretary of the Company shall, within twenty days of his appointment to, or as the case may be, relinquishment of any of the above offices in any other body corporate, disclose to the Company the particulars relating to his office in the other body corporate which are required to be specified under sub-section (1) of Section 303 of the Act.
Disclosure by a Director of his holdings of shares and debentures of the Company.	129.	Every Director, and every person deemed to be a Director of the Company by virtue of sub-section (10) of section 307 of the Act, shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the Company to comply with the provisions of that Section.
	MANAGING / WHOLETIME DIRECTOR
Board may appoint Managing/ Wholetime Director.	130.	Subject to the provisions of the Act and of these Articles the Board shall have power to appoint and re-appoint any one or more of their body to be the Managing Director or Managing Directors (which expression shall include a Joint Managing Director or Deputy Managing Director) or Whole time Director or whole time Directors of the Company for such term not exceeding five years at a time upon such terms and conditions as the Board thinks fit; and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.
Restriction on management	131.	The Managing/Whole-time Directors shall not exercise the powers to–
		(a)	make calls on shareholders in respect of money unpaid on the shares in the Company;
		(b)	issue debentures:
	and except to the extent mentioned in the resolution passed at the Board Meeting under Section 292 of the Act, shall also not exercise the powers to–
		(c)	borrow moneys, otherwise than on debentures;
		(d)	invest the funds of the Company ; and
		(e)	make loans

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132.	The Company shall not appoint or employ or continue the appointment or employment of, a person as its Managing or Whole–time Director who–	Certain persons not to be appointed Managing/ Wholetime Directors.
	(a) is an undischarged insolvent, or has at any time being adjudged an insolvent ; or
	(b) suspends, or has at any time suspended, payment to his creditors, or makes, or has at any time made, a composition with them; or
	(c) Is, or has at any time been, convicted by a Court of an offense involving moral turpitude.
133.	A Managing/Wholetime Director(s) shall ipso facto an immediately cease to be a Managing / Whole time Director(s) on his ceasing to hold the office of Director.	Special position of Managing/ Wholetime Director.
PROCEEDINGS OF THE BOARD OF DIRECTORS
134.	The Directors may meet together as a Board for the dispatch of business from time to time, and shall so meet at least once in every three months and at least four such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their meetings as they think fit.	Meeting of Directors.
135.	At least 10 days’ notice of every meeting of the Board shall be given in writing to every Director whether in or outside India. In the case of Directors residing outside India, notice shall be sent by cable or telex : PROVIDED THAT a meeting of the Board of Directors may be called after giving shorter notice than that specified as aforesaid, if consent is accorded thereto by a Director appointed, if any, in pursuance of Article 111, and by all the other Directors for the time being in India.	Notice of Directors’ Meeting.
136.	Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one- third of its total strength excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being rounded off as one, or two Directors, whichever is higher : PROVIDED THAT where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of Directors who are not interested, present at the meeting being not less than two, shall be the quorum during such time : PROVIDED further, where the Board consists of a Director or Directors appointed in terms of Article 111, no quorum for a meeting of the Board shall be constituted unless any one of the Directors so appointed or his alternate is present at such meeting.	Quorum at Board Meeting
137.	If a Meeting of the Board could not be held for want of a quorum, then, the meeting shall automatically stand adjourned to the same day, place and time in the next week, unless otherwise decided by the Directors present.	Adjournment of meeting for want of quorum.
138.	A Director may at any time, and the Secretary shall, as and when directed by the Directors to do so, convene a meeting of the Board by giving a notice in writing to every other Director as provided in Article 135.	When meeting to be convened.

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Chairman	139.	(a) The Board may elect a Chairman of its Meeting and determine the period for which he is to hold office. (b) If no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be the Chairman of the Meeting.
Question at Board meetings how to be decided.	140.	Questions arising at meeting of the Board of Directors or a Committee thereof shall be decided by a majority of the votes and in case of an equality of votes the Chairman shall have a casting vote : PROVIDED, however, that where any Director or Directors are appointed in pursuance of Article 111, no resolution shall be passed by the Board or its Committee unless any one of the Directors so appointed or his alternate shall have voted in favour of such resolution.
Powers of Board Meeting.	141.	A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which by or under the Act or the Articles of the Company are for the time being vested in or exercisable by the Board generally.
Directors may appoint Committee.	142.	Subject to the restrictions contained in section 292 of the Act, the Board may delegate any of their powers to Committees of the Board consisting of such members or member of its body as it thinks fit; PROVIDED THAT where any Director or Directors are appointed in pursuance of Article 111, one of the members of such Committee shall be a Director so appointed or his alternate, and it may, from time to time, revoke and discharge any such committee of the Board either wholly or in part and either as to persons or purposes, but every Committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time, be imposed on it by the Board. All acts done by any such Committee of the Board in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board.
Mecing of Committee how to be governed.	143.	The meetings and proceedings of any such Committee of the Board consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and are not superseded by any regulation made by the Directors under the last preceding Article.
Resolution by circulation.	144.	No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof, by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all Directors, or to all the members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be), and to all other Directors or members of the Committee, at their usual address in India and has been approved by such of the Directors or members

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	of the Committee as are then in India, or by a majority of such of them, as are entitled to vote on the resolution; PROVIDED THAT, where a Director or Directors are appointed in pursuance of Article 111, the resolution by circulation shall not be deemed to have been duly passed unless any one of the Directors appointed in pursuance of Article 111 or his alternate shall have voted in favour of such resolution.
145.	All acts done by any meeting of the Board, or by a Committee of the Board, or by any person acting as a Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such director or persons acting as a aforesaid, or that they, or any of them, were disqualified or had vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director and had not vacated his office or his appointment had not been terminated : PROVIDED THAT nothing in this Article shall be deemed to give validity to acts done by a Director after his appointed has been shown to the Company to be invalid or to have determined.	Acts of Board or Committee valid notwithstanding informal defect in appointment.
146.	(a) The Company shall cause minutes of all proceedings of every meeting of the Board and Committee thereof to be kept by making, within thirty days of the conclusion of every such meeting, entries thereof in books kept for the purpose with their pages consecutively numbered	Minutes of Proceedings of meetings of the Board.
	(b) Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting.
	(c) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting or otherwise.
	(d) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
	(e) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.
	(f) The minutes shall also contain–
	(i) the names of the directors present at the meeting ; and
	(ii) in the case of each resolution passed at the meeting, the names of the Directors, if any, dissenting from, or not concurring with the resolution.
	(g) Nothing contained in sub-clauses (a) to (f) shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the Chairman of the meeting–

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		(i)	is, or could reasonably be regarded as, defamatory of any person;
		(ii)	is, irrelevant or immaterial to the proceedings; or
		(iii)	is detrimental to the interests of the Company.
	The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this sub-clause.
		(h) Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the proceedings recorded therein.
Power of Directors.	147.	The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act, or any other Act, or by the Memorandum or Articles of the Company, required to be exercised or done by the Company in General Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any other Act and to such regulations or provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made : PROVIDED THAT the Board shall not, except with the consent of the Company in General Meeting :-
		(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the Company or where the Company owns more than one undertaking of the whole, or substantially the whole, of any such undertaking;
		(b) remit, or give time for the repayment of, any debt due by a Director ;
		(c) invest otherwise than in trust securities, the amount of compensation received by the Company in respect of the compulsory acquisition of any such undertakings as is referred to in clause (a), or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;
		(d) borrow moneys where the moneys to be borrowed, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose;
		(e) contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amounts the aggregate of which will in any financial year exceed the limits specified in Section 293 of the Act.
Certain powers of the Board.	148.	Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to limit or restrict those powers, and without prejudice to the other powers

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conferred by these Articles, but subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the following powers, that is to say, power –

(1) To pay and charge to the capital account of the Company any commission or interest lawfully payable there out under the provisions of Sections 76 and 208 of the Act;

(2) Subject to Sections 292 and 297 of the Act, to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit; and in any such purchase or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory;

(3) At their discretion and subject to the provisions of the Act, to pay for any property, rights or privileges acquired by, or services rendered to, the Company, either wholly or partially, in cash or in shares, bonds, debentures, mortgages, or other securities of the Company, and any such shares may be issued either as fully paid-up or with such amount credit as paid-up thereon as may be aggreed upon; and any such bonds, debentures, mortgages or other securities may be either specially charged upon all or any part of the property of the Company and its uncalled capital, or not so charged;

(4) To secure the fulfillment of any contract or engagement into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit;

(5) To accept from any Member, as far as may be permissible by law, a surrender of his shares or any part thereof, on such terms and conditions as shall be agreed ;

(6) To appoint any person to accept and hold in trust for the Company any property belonging to the Company, in which it is interested, or for any other purposes; and to execute and do all such deeds and things as may be required in relation to any such trust, and to provide for the remuneration of such trustee or trustees;

(7) To institute, conduct, defend, compound, or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claim or demand by or against the Company and to refer any differences to arbitration, and observe and perform any awards made thereon;

(8) To act on behalf of the Company in all matters relating to bankrupts and insolvents;

(9) To make and give receipts, releases, and other discharges for moneys payable to the Company and for the claims and demands of the Company;

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(10) Subject to the Provisions of Sections 292, 295 and 3 72A of the Act, to invest and deal with any moneys of the Company not immediately required for the purposes thereof upon such security (not being shares of this Company), or without security and in such manner as they may think fit, and for time to time to vary or realise such investments. Save as provided in Section 49 of the Act, all investments shall be made and held in the company’s own name;

(11) To execute, in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability whether as principal or surety, for the benefit of the Company, such mortgages of the Company’s property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, provisions, convenants and agreements as shall be agreed upon;

(12) To determine from time to time who shall be entitled to sign, on the Company’s behalf bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purpose;

(13) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the Company, and to give to any officer or other person employed by the Company a commission on the profits of any particular business or transaction: and to charge such bonus or commission as part of the working expense of the Company;

(14) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependents or connections of such persons, by building or contributing to the building of houses, dwellings or chawls, or by grants of moneys pension, gratuities, allowances bonus or other payments or by creating, and from time to time subscribing or contributing to provident and other funds, associations, institutions or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit; and to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or object which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation, or of public and general utility or otherwise;

(15) Before recommending any dividend, to set aside out of the profits of the Company such sums as they may think proper for depreciation or to a Depreciation Fund, or to an Insurance Fund, or as a Reserve Fund or Sinking Fund or any Special Fund to meet contingencies or to repay debenture or debenture-stock, or for special dividends or for equalising dividends or for repairing, improving, extending and maintaining any of the property of the Company and for such other purposes (including the purpose referred to

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in the preceding clause), as the Board may, in their absolute discretion, think conductive to the interest of the Company, and subject to Section 292 of the Act, to invest the several sums so set aside or so much thereof as required to be invested, upon such investments (other than shares of the Company) as they may think fit, and from time to time to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company, in such manner and for such purposes as the Board, in their absolute discretion, think conducive to the interest of the Company, notwithstanding that the matters to which the Board apply or upon which they expend the same, or any part thereof, may be matters to or upon which the capital moneys of the Company might rightly be applied or expended; and to divide the Reserve Fund into such special funds as the Board may think fit, with full power to transfer the whole or any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund or division of Reserve Fund and with full power to employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in purchase or repayment of debentures or debenture-stock, and without being bound to pay interest on the same with power however to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper:

(16) To appoint, and at their discretion remove or suspend such general managers, managers, secretaries, assistants, supervisors, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties and fix their salaries or emoluments or remunerations, and to require security in such instances and to such amounts as they may think fit. And also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit; and the provisions contained in the three next following sub-clauses shall be without prejudice to the general powers conferred by this sub- clause;

(17) From time to time and at any time to establish any local Board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any person to be members of such local Boards, and to fix their remuneration;

(18) Subject to the provisions of the Act, from time to time and at any time, to delegate to any such local Board, or any member or members thereof or any managers or agents so appointed, any of the powers, authorities, and discretions for the time being vested in the Board, and to authorize the members for the time being of any such local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation under the preceding and this subclause may be made on such terms and subject to such conditions as the Board may think fit, and the Board may at any time remove any person so appointed, and may annul or vary any such delegation;

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		(19) At any time and from time to time by Power of Attorney under the Seal of the Company, to appoint any person or persons to be the Attorney or Attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also, except in their limits authorised by the Board, the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be made in favour of the members or any of the members of any local Board, established as aforesaid or in favour of any Company, or the shareholders, directors, nominees, or managers of any Company or firm or otherwise in favour of any fluctuating body or person whether nominated directly or indirectly by the Board and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorney as the Board may think fit, and may contain powers, enabling any such delegates or attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them;
		(20) Subject to Sections 294 and 297 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company, to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient;
		(21) From time to time to make, vary and repeal bye-laws for the regulations of the business of the Company, its officers and servants.
		THE SECRETARY
Secretary	149.	The Directors may from time to time subject to the provisions of Sections 2 (45) and 383 A of the Act, If applicable, appoint, and at their discretion remove, any individual to perform any functions which by the Act are to be performed by the Secretary, and to execute any other ministerial or administrative duties, which from time to time be assigned to the Secretary by the Directors. The Directors may also at anytime appoint some person (who need not be the Secretary) to keep the registers required to be kept by the Company.
		THE SEAL
The Seal its custody and use.	150.	(a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power, from time to time, to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by the authority of the Board or a Committee of the Board previously given.

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	(b) The Company shall also be at liberty to have an official Seal accordance with Section 50 of the Act, for use in any territory, district or place outside India.
151.	Every deed or other instrument, to which the Seal of the Company is required to be affixed, shall unless the same is executed by a duly constituted attorney, be signed by two Directors or one Director and Secretary or some other person appointed by the Board for the purpose: PROVIDED THAT in respect of the Share Certificate, the Seal shall be affixed in accordance with Article 20 (a).	Deeds how executed
	DIVIDENDS
152.	(a) The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provisions of these Articles, shall be divisible among the Members in proportion to the amount of capital paid-up or credited as paid-up on the shares held by them respectively.	Division of profits and dividends in proportion to amount paid - up
	(b) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.
153.	The Company in General Meeting may declare dividends to be paid to Members according to their respective rights, but no dividends shall exceed the amount recommended by the Board, but the Company in General Meeting may declare a smaller dividend.	The Company in General Meeting may declare a dividend.
154.	(a) No dividend shall declared or paid by the company for any financial year except out of its profits arrived at in the manner set out in section 205 of the act.	Dividends only to be paid out of profits.
	(b) where owing to inadequancy or absence of profits any year, the company proposes to declare dividend out of the accumulated profits earned by it in previous years and transferred to reserves, such declaration of dividend shall not be made accept in accordance with such rules as may be made in that behalf by the government, and where any such declaration is not in accordance with such rules, it shall not be made except with the previous approval of the government.
155.	The Board may, from time to time, pay to the members such interim dividend as in their judgment the position of the company justifies. Subject to provisions of section 205 of the act.	Interim dividend.
156.	Where capital is paid in advance of calls such capital may carry interest but shall not in respect thereof confer a right to dividend or participate in profits.	Capital paid up in advance at Interest not to earn dividend.
157.	The Board may retain the dividends payable upon shares in respect of which any person is, under articles 59 and 60, entitled to become a member, or which any person under those articles is entitled to transfer, until such person come a member in respect of such shares or shall duly transfer the same.	Retention of dividends until completion of transfer under Articles 59&60.

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Dividend etc. to joint holders.	158.	Any one of several person who are registered as the joint holders of any share may give effectual receipts for all dividends or bonus and payments on account of dividend or bonus or other moneys payable in respect of such shares.
No Member to receive dividend whilst indebted to the Company and Company’s right of reimbursement thereout.	159.	No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due or owing from him to the company in respect of such share or shares or otherwise howsoever, either alone or jointly with any other person or persons; and the Board may deduct from the interest or dividend payable to any Member all sums of money so due from him to the Company.
Transfer of shares must be registered.	160.	A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.
Dividends how remitted.	161.	Unless otherwise directed, any dividend may be paid by cheque or warrant or by a payslip or receipt having the force of a cheque or warrant sent through the post to the registered address of the Member or person entitled or in case of joint holders to that one of them first named in the Register in respect of the joint holdings. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or payslip or receipt lost in transmission, or for any dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any payslip or receipt or the fraudulent recovery of the dividend by any other means.
No interest on dividends.	162.	No unpaid dividend shall bear interest as against the Company.
Dividend and call together.	163.	Any General Meeting declaring a dividend may, on the recommendation of the Directors, make a call on the Members of such amount as the meeting fixes but so that the call on each Member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the Member, be set off against be calls.
Unclaimed dividend.	164.	No unclaimed dividend shall be forfeited and all unclaimed dividends shall be dealt with in accordance with the provisions of Section 205 A and Section 205 B of the Act.
		CAPITALISATION
Capitalisation.	165.	(1) Any General Meeting of the Company may resolve that any Capitalization amounts standard to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits including profits or surplus moneys arising from the realization and (where permitted by the law) from the appreciation in value of any capital assets of the Company standing to the credit of the General Reserve or any other Reserve or Reserve Fund or any other Fund of the Company or in the hands of the Company and available for dividend be capitalized:-

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a)	by the issue and distribution, as fully paid-up, of shares, and to the extent permitted by the Act, debentures, debenture-stock, bonds or other obligations of the Company; or
b)	by crediting shares of the Company, which may have been issued and are not fully paid-up, with the whole or any part of the sum remaining unpaid thereon.
PROVIDED THAT any amounts standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account shall be applied only in crediting the payment of capital on shares to be issued to Members as fully paid bonus shares.
(2) Such issue and distribution under sub-clause (1) (a) of this Article and payment to the credit of unpaid share capital under sub-clause (1) (b) of this Article shall be made to, among and in favour of the Members or any class of them or any of them entitled thereto and in accordance with their respective rights and interests and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution or payment shall be made, on the footing that such Members become entitled thereto as capital.
(3) The Directors shall give effect to any such resolution and shall apply such profits, General Reserve, other Reserve or any other Fund or account as aforesaid as may be required for the purpose of making payment in full of the shares, debentures, debenture-stock, bonds or other obligations of the Company so distributed under sub-clause (1) (a) of this Article or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid-up under sub-clause (1) (b) above: PROVIDED THAT no such distribution or payment shall be made unless recommended by the Directors, and, if so recommended, such distribution and payment shall be accepted by such Members as aforesaid in full satisfaction of their interest in the said capitalized fund.
(4) For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient, and, in particular, they may issue fractional certificates and may fix the value for distribution of any specific asset and may determine that any cash payment be made to any Members on the footing of the value so fixed and may vest any such cash, shares, debentures debenture-stock, bonds or other obligation in trustees upon such trusts for the persons entitled thereto as may seem expedient to the Directors, and generally may make such arrangement for the acceptance, allotment and sale of such shares, debentures, debenture-stock, bonds, or other obligations and fractional certificates of otherwise as they may think fit.

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		(5) When deemed requisite, a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the Members entitled as aforesaid and such appointment shall effective.
		(6) Subject to the provisions of the Act and these Articles, in cases where some of the shares of the Company are fully paid and others are partly paid, such capitalization may be effected by the distribution of further shares in respect of the fully paid shares and by crediting the partly paid shares with the whole or part of the unpaid liability thereon, but so that as between the holders of the fully paid shares and the partly paid shares, the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be applied pro rata in proportion to the amount then already paid or credited as paid on the existing fully paid and partly paid shares respectively.
		ACCOUNTS
Directors to keep true accounts.	166.	(a) The Company shall keep at the Office or at such other place in India as the Board thinks fit proper Books of Accounts in accordance with section 209 of the Act with respect to –
			(i) all sums of money received and expended by the Company and the matters in respect of which the receipts and expenditure take place;
			(ii) all sales and purchases of goods by the Company;
			(iii) the assets and liabilities of the Company.
		(b) Where the Board decides to keep all or any of the Books of Account at any place other than the Office of the Company, the Company shall within seven days of the decision file with the Registrar a Notice in writing giving the full address of that other place.
		(c) The Company shall preserve in good order the Books of Account relating to a period of not less than eight years preceding the current year together with the vouchers relevant to any entry in such Books of Account.
		(d) Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have complied with this Article if proper Books of Accounts relating to the transactions effected at the branch office are kept at the branch office and proper summarized returns, made up-to-date at intervals of not more than three months, are sent by the branch office to the Company at its office or other place in India, at which the Company’s Books of Accounts are kept as aforesaid.

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	(e) The Books of Account shall give a true and fair view of the state of the affairs of the Company or branch office as the case may be, and explain its transactions. The Books of Account and other books and papers shall be open to inspection by any Director during business hours.
167.	The Board shall, form time to time, determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any accounts or books or documents of the Company except as conferred by law or authorized by the Board.	As to inspection of accounts or books by Members.
168.	The Directors shall, from time to time, in accordance with Sections 210, 211, 212, 215, 216 and 217 of the Act, cause to be prepared and to be laid before the Company in General Meeting, such Balance Sheets, Profit and Loss Accounts and Reports as are required by these Sections.	Statement of Accounts to be furnished to General Meeting.
169.	A copy of every such Profit and Loss Account and Balance Sheet (including the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet) shall at least twenty-one days before the meeting at which the same are to be laid before the members, be sent to the members of the Company, to every trustee for the holders of any debenture issued by the Company, whether such member or trustee is or is not entitled to have Notice of General Meeting of the Company sent to him, and to all persons other than such members or trustees being the persons so entitled. Provided that the Board may if it deems fit, instead of sending the said documents as aforesaid, may make copies of the said documents available for inspection at the Registered Office of the Company during working hours for a period of twenty-one days before the date of the meeting and send a statement containing the salient features of such documents in the form prescribed under Section 219 of the Act, to every member of the Company and to every trustee for the holders of any debentures issued by the Company, not less than twenty-one days before the date of the meeting. If the copies of the documents aforesaid are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to vote at the meeting”.	Copies shall be sent to each members.
	AUDIT
170.	Auditors shall be appointed and their rights and duties regulated in accordance with Sections 224 to 233 of the Act.	Accounts to be audited.
	DOCUMENTS AND NOTICES
171.	A document or notice may be served or given by the Company on or to any Member either personally or by sending it by post to him to is registered address or (if he has no registered	Manner of service of documents or notices on Members by Company.

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		address in India) to the address, if any, in India supplied by him to the Company for serving documents or notices on him.
When notice or documents served on Members.	172.	(a) Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the documents or notice : PROVIDED THAT where a Member has intimated to the Company in advance that documents or notices should be sent to him under a certificate of posting or by a registered post with or without acknowledgment due and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the documents or notice shall not be deemed to be effected unless it is sent in the manner intimated by the Member, and such service shall be deemed to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the letter containing the document or notice is posted and in any other case, at the time at which the letter would be delivered in the ordinary course of post.
		(b) Notwithstanding anything stated in sub-clause (a) hereof, all notices and communications to be sent to foreign shareholders shall, in addition to posting as aforesaid, at the discretion of the Directors, be dispatched by telegram and/or telex.
By Advertisement	173.	A document or notice advertised in a newspaper circulating in the neighbourhood of the Office shall be deemed to be duly served or sent on the day on which the advertisement appears, on or to every Member who has no registered address in India and has not supplied to the Company an address within India for the serving of documents on or the sending of notice to him.
On joint holders.	174.	A document or notice may be served or given by the Company on or to the joint holders of a share by serving or giving the document or notice on or to the joint holder named first in the Register of Members in respect of the share.
On personal representatives, etc.	175.	A document or notice may be served to given by the Company on or to the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in prepaid letter addressed to them by name or by the title or representative of the deceased, or assignee of the insolvent or by any like description, at the address (If any) in India supplied for the purpose by the persons claiming to be entitled, or until such an address has been so supplied by serving the document or notice in any manner in which the same might have been given if the death or insolvency had not occurred.
To whom documents or notices must be served or given.	176.	Documents or notice or every General Meeting shall be served or given in same manner hereinbefore authorized on or to (a) every Member, (b) every person entitled to a share in consequence of the death or insolvency of a Member, and (c) the Auditor or Auditors for the time being of the Company.

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177.	Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every document or notice in respect of such share, which previously to his name and address being entered on the Register of Members, shall have been duly served on or given to the person from whom he derives his title to such shares.	Members bound by documents or notices served on or given to previous holders.
178.	Any document or notice to be served to given by the Company may be signed by a Director or some person duly authorized by the Board of Directors for such purpose and the signature thereto may be written, printed or lithographed.	Documents or notices by Company and signature therto
179.	All documents or notices to be served or given by Members on or to the Company or any Officer thereof shall be served or given by sending it to the Company or officer at the Office by post under a certificate of posting or by registered post, or by leaving it at the Office.	Service of document or notice by Member.
	WINDING UP
180.	The Liquidator on any winding-up (whether voluntary, under supervision or compulsory) may, with the sanction of a special resolution, but subject to the rights attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories as the Liquidator, with the like sanction, shall think fit.	Liquidator may divide assets in specie.
	INDEMNITY AND RESPONSIBILITY
181 Every Officer or duly authorized Agent for the time being of the Company shall be indemnified out of the assets of the Company against all liability incurred by him in defending any proceedings arising out of his position as an Officer or as such Agent of the Company, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or discharged or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court.		Indemnity.
	SECRECY CLAUSE
182. (a) Every Director, Manager, Auditor, Treasurer, Trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, it so required by the Directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained.		Secrecy clause.

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(b) No Member shall be entitled to visit or inspect any work of the Company without the permission of the Directors or to require discovery of or any information respecting any details of the Company’s trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

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Extract of the Minutes of the Seventeenth

Annual General Meeting held on Thursday, the

30th September, 1982 at 4.00 P.M.

“RESOLVED that subject to the confirmation by the Company Law Board, objects Clause III of the Memorandum of Association of the Company be altered by inserting following sub-clauses immediately after sub-clause (8):

(8A) To carry on the business of manufaturing, buying, selling, re-selling exchanging, altering, importing, improving, assembling or distributing and dealing in motor vehicles packages of component parts thereof, trucks, tractors, chassis, motor-cycles, mopeds, scooters, cycle, buses, lorries, omnibuses, engines, locomitives, turbines, tanks, ships, boats, barges, launches, aeroplanes, airships, seaplanes, balloons and aircrafts of every description and other vehicles and components of motor vehicles replacement parts, tools, implements, spare parts, accessories, materials and products for the transport or conveyance of passengers, merchandise and goods of every description whether propelled or used by electricity, steam, oil vapour, gas, petroleum or any other motive or mechanical power.

(8B) To carry on the business as structural engineers, construction engineers, mechanical engineers, electrical engineers, automobile engineers, fabricators, iron founders, fitters, wire - drawers, tool - makers, enamellers, electroplaters, painters, manufatures of machinery, tools, equipment, metal workers, smiths, wood-workers and metallurgists and in particular to manufacture and fabricate Engineering goods, machine tools, precision instrument, pneumatic tools structural steels and material handling equipment.

Further resolved that the Board of Directors be and is hereby authorised to accept such amendments or alterations to the above object clauses (8A) and / (8B) as may be directed by the Company Law Board and which the Board of Directors may in its discretion deem fit.”

Extract of the Minutes of the Eighteenth Annual General Meeting held

on Tuesday, the 6 September, 1983 at 10.00 A.M.

“RESOLVED that the Articles of Association of the Company be and they are hereby amended as under:

After the existing Article 20 (a), insert the following new Article numbered as 20 (b) Notwithstanding the provisions contained in Article 20 (a), the Board of Directors may refuse applications for issue of share certificates for sub-division or consolidation of shares into denominations of less than 25, except when such sub-division or consolidation is required to be made to comply with a statutory order or an order of a competent Court of Law.”

The Existing Article 20(b) re-numbered as 20(c).

“RESOLVED that the Articles of Association of the Company be and they are hereby amended as under :

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After the existing Article 58 insert the following new Article numbered as 58A.

‘Without prejudice to Article 58, the Directors shall be entitled to refuse an application for transfer of less than 25 equity shares of the Company subject, however, to the following exceptions:

(a) Transfer of equity shares made in pursuance of any statutory order or an order of competent Court of Law.

(b) Transfer of the entire holding of equity shares of a member, which is less than 25, to one or more transferees provided that the total holding of the transferee or each of the transferees, as the case may be, will not be less than 25 shares after the said transfer.”

Extract of the Minutes of the Twentieth Annual General Meeting held on

Saturday, the 28 September, 1985 at 4.00 p.m.

“RESOLVED that subject to the confirmation by the Company Law Board, Objects Clause III of the Memorandum of Association of the Company be altered by inserting the following sub-clause immediately after sub-clause (8B):

(8C) To carry on the business of manufacturing, converting, altering, processing, assembling, improving, buying, selling, exchanging, importing, exporting, operating, distributing or otherwise dealing in any or all the following items, namely,

i. Electronic and electrical equipment, instruments, components and parts for consumer electronics and appliances, tele-communications, space application, computers, automotive electronics, industrial applications including integrated circuits and packages, semi conductor devices, chips, television sets, radios, amplifiers, tape recorders, video recorders, computers and computer peripherals, monitors, micro processors, logic controllers and other control equipment, all types of radar, transmitters and receivers, telephone switching equipment and systems, calculators and digital electronic devices and instruments, testing and research;

ii. Pig Iron and all types of steel including alloy, special steels, stainless steel, cold and hot rolled steel, all types of materials required for manufacture of the same, and raw materials for these processes including charcoal and other component chemicals and compounds, and all kinds of downsteam products including re-rolled sections, i.e., flats, angles, rounds, T. Iron, squares, hexagons, rails, joints, channels, steel strips, sheets, plates, deformed bars, plain and cold twisted bars, bright bars, shafting and steel structure;

iii. Equipment for production and conservation of energy covering non-conventional and renewable/non-renewable sources of energy including wind driven generators, solar powered equipment and all types of batteries and accumulators and the components, parts and accessories thereof;

iv. Textile goods, finished leather goods and all types of apparels and accessories,

v. All types of furniture for home, office and hotel use and appliances connected with the same including upholstery, furnishings, items of interior decoration, light fitting and handicrafts.”

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Extract of the Minutes of the Twenty First Annual General Meeting held on

Friday, the 26 September, 1986 at 4.00 p.m.

“RESOLVED that the authorised capital of Company be increased from Rs. 4,00,00,000 to Rs. 10,00,00,000 by creation of 60,00,000 further Equity Shares of Rs. 10 each ranking pari passu with the existing equity shares and that the Clause V of the Memorandum of Association of the Company be altered accordingly.”

Extract of the Minutes of the Twenty Second Annual General Meeting held on

Saturday, the 26th September, 1987 at 3.30 p.m.

“RESOLVED that the words “Union Territory of Goa” appearing in Clause II of the Memorandum of Association of the Company be replaced by the words “State of Goa.”

Extract of the Minutes of the Twenty Third Annual General Meeting held on

Monday, the 7th November, 1988 at 3.30 p.m.

“RESOLVED that the Articles of Association of the Company be altered by substituting the figure “Rs. 750/-” for the figure “Rs. 250/-” occuring in Article 117(c).”

Extract of the Minutes of the Twenty Fourth Annual General Meeting held on

Saturday, the 30th September, 1989 at 4.00p.m.

“RESOLVED that the Articles of Association of the Company be altered pursuant to section 31 of the Companies Act, 1956 (“the Act”) in the following manner.

i. In Article 2 the existing definition of the word “Secretary” be deleted and the following be substituted in its place.

“Secretary” means the Company Secretary within the meaning of clause (C) of subsection (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a Secretary under the Act and any other ministerial or administrative duties.

ii. Article 6 shall be deleted and the following be substituted in its place:

6. Subject to the provisions of Section 80 of the Act; the Company shall have the power to issue Preference Shares which are or at the option of the Company are liable, to be redeemed on or within the expiry of a period of ten years from the date of then issue and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption.

iii. Article 58 and 58A shall be deleted and the following be substituted in their place.

58. Subject to the provisions of Section 111 of the Act, and Section 22A of the Securities Contacts (Regulation) Act 1956, the Board may at its absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares or debentures or any other scrip or security whether fully paid or not (not withstanding that the proposed transferee be already a member) but in such cases it shall, within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal to register such

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transfer provide that the registration of a transfer shall not be refused on the ground that the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever, except a lien on shares.

iv. Article 87 shall be deleted and the following be substituted in its place;

87. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands, unless a poll is (before or on declaration of the result on a show of hands) ordered to be taken by the Chairman of the meeting of his own motion or demanded by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one tenth of the total voting power in respect of the resolution or on which an aggregate sum of not less than fifty thousand rupees has been paid up, and unless a poll is so ordered to be taken or demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.

v. After the existing Article 115, the following Article be inserted numbered as 115A:

115A. A person who is not a retiring director shall, subject to the provisions of the Act, be eligible for appointment to the office of director at any general meeting, if he or some member intending to propose him has, not less than fourteen days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for the office of director or the intention of such member to propose him as a candidate for that office, as the case may be, along with a deposit of five hundred rupees, which shall be refunded to such person or as the case may be, to such member, if the person succeeds in getting elected as a director.

vi. Article 169 shall be deleted and the following be substituted in its place:

169. A copy of every such profit and Loss Account and Balance Sheet (including the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet) shall at least twenty - one days before the meeting at which the same are to be laid before the members, be sent to the members of the Company, to every trustee for the holders of any debentures issued by the Company, whether such member or trustee is or is not entitled to have Notices of General Meetings of the Company sent to him, and to all persons other than such members or trustees being the persons so entitled.

Provided that the Board may if it deems fit, instead of sending the said documents as aforesaid, may make copies of the said documents available for inspection at the Registered Office of the Company during working hours for a period of twenty-one days before the date of the meeting and send a statement containing the salient features of such documents in the form prescribed under Section 219 of the Act, to every member of the Company and to every trustee for the holders of any debentures issued by the Company, not less than twenty-one days before the date of the meeting. If the copies of the documents aforesaid are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to vote at the meeting.”

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Extract of the Minutes of the Extraordinary General Meeting held on

Tuesday, the 30th March 1993 at 4.00 p.m.

“RESOLVED that the authorised capital of the Company be increased from Rs. 10,00,00,000 (Rupees Ten Crores) divided in 1,00,00,000 equity shares of Rs. 10 each to Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 equity shares of Rs. 10 each, by creation of 1,00,00,000 new equity shares of Rs. 10 each and that such shares with rank pari passu in all respects with the existing equity shares of the Company and that Clause V of the Memorandum of Association of the Company be altered accordingly.”

RESOLVED that the existing Article 117(c) be replaced, with a new Article reading as under ‘117 (c) A director (excluding a Managing or Wholetime Director, if any) for attending a Meeting of the Board or Committee thereof shall be entitled to a fee to the extent of the maximum prescribed under the Act.’

Extract of the Minutes of the Thirty First Annual General Meeting held on

Wednesday, the 4 December, 1996 at 4.30 p.m.

“RESOLVED that the present Article 110 of the Articles of Association of the Company be deleted and the following be substituted therefore:

110 (a) Not less than two third of the total number of Directors shall (i) be persons whose period of office is liable to determination by retirement of Directors by rotation and (ii) save as otherwise expressly provided in the Articles be appointed by the Company in general meeting.

(b) Subject to the provisions of Section 256 of the Act and Articles 111,112,112A,112B, 113, 114, 115 and 130 at every Annual General Meeting of the Company, one third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, the number of nearest to one-third shall retire from office. The Directors appointed pursuant to Article 111, 112, 112A, 112B and 130 shall not be subject to retirement under this Article and shall not be taken into account in determining the rotation of retirement or the number of Directors to retire. In the following Articles, a “retiring Director” means a Director retiring by rotation.

(c) Subject to Section 284 (5) of the Act the Directors to retire by rotation under Article 110 B at every Annual General Meeting shall be those who have been longest in Office since their last appointment, but as between persons who become directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves be determined by lot.

(d) A retiring Director shall be eligible for re-election.

(e) Subject to Sections 258, 259, 261 and 284 of the Act, the Company at the General Meeting at which a Director retires in manner aforesaid may fill up the vacancy by appointing the retiring Director or some other person there to.

(f) A. If the place of the retiring Director is not filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the

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the same day in the next week, at the same time and place, or if that day is a public holiday till the next succeeding day which is not a public holiday, at the same time and place.

B. If at the adjourned meeting also, the place of the retiring Directors is not filled up and that meeting also had not expressly resolved not to fill the vacancy of the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless

I. At the meeting or the previous meeting a resolution for the re-appointed of such Director has been put to the meeting and lost;

II. The retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so re-appointed;

III. He is not qualified or is disqualified for appointment

IV. A resolution, whether Special or Ordinary, is required for his appointment or reappointment in virtue of any provisions of the Act; or

V. The proviso to sub-section (2) of section 263 of the Act is applicable to the case,”

Extract of the Minutes of the Thirty Sixth Annual General Meeting held on

Thursday, the 27th September, 2001 at 11.00 a.m.

“RESOLVED that the present Articles of Association of the Company be altered pursuant to Section 31 of the Companies Act, 1956 in the following manner :

I. The following clauses be inserted in the existing Article 2 of the Articles of Association of the Company alphabetically at appropriate places:

Beneficial Owner	“ ‘Beneficial Owner’ means the beneficial owner as defined in clause (a) of Sub-section (1) of Section 2 of the Depositories Act, 1996 and every person holding equity shares of the Company and whose name is entered as Beneficial Owner in the records of a depository shall be deemed to be Member of the Company.”
Depository Act	“ ‘Depository Act’ means the Depositories Act, 1996 and shall include any statutory modification (s) or re-enactment thereof for the time being in force.”
Depository	“ ‘Depository’ shall mean a Depository as defined under clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996.”
Employees stock option	“ ‘Employees stock option’ means the option given to the whole-time directors, officers or employees of a company, which gives such directors, officers or employees the benefit or right to purchase or subscribe at a future date, the securities offered by the company at pre-determined price.”
Securities	“ ‘Securities’ means securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and includes hybrids.”
Share with differential rights	“ ‘Share with differential rights’ means a share that is issued with differential rights in accordance with the provisions of section 86.”

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	“ For the existing definition of “Dividend” the following shall be substituted namely; Dividend “ Dividend includes any interim dividend.”
II.	To insert the following proviso in Article 5 of the Articles of Association of the Company:
	“PROVIDED that the Company may issue the equity share capital with differential rights as to dividend, voting or otherwise in accordance with section 86 of the Act and rules framed pursuant there to.”
III.	To insert in Article 14 (C) after the words “ to subscribe for shares”, the words “ or to subscribe for Employees stock option.” “ or to subscribe for Share with differential rights”, or to subscribe for Sweat equity shares.”
IV.	To insert the following new clause D after clause C in Article 20 of the Articles of Association of the Company:
	“Notwithstanding anything contained in section 79 of the Act, the company may issue sweat equity shares of a class of shares already issued, subject to the terms and conditions prescribed in section 79A of the Act.”	Issue of Sweat Equity shares
V.	To add the following proviso in Article 15 of the Articles of Association of the Company:
	“PROVIDED that the Board of Directors may issue shares with differential voting rights subject to provision of Article 5 of the Articles of Association or Sweat equity shares subject to Article 14D of the Articles of Association or Employees stock option subject to section 81 of the Act.”
VI.	To insert the following new clause D after clause C in Article 20 of the Articles of Association of the Company:
	“ No certificate of any share or shares shall be issued where such shares are being half in an electronic and fungible form as per the provisions of the Depositories Act 1996.”
VII.	The existing Articles of Association of the Company be re-numbered as Article 23 (l) and following new clauses be added:
	“(2) Every holder of shares, debentures or securities of the company may, at any time, nominate, in the prescribed manner, a person, to whom his or her shares debentures or securities shall vest in the event of his or her death. Where such shares, debentures or securities are held by more than one person, jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the shares, debentures or securities of the company shall vest in the event of death of all the joint holders. Where nomination has been made as aforsaid, which confers on the nominee, the right to vest the shares, debentures or securities of the company, the nominee shall, on the death of the share holders or the holders of debentures or holder of the securities of the company or on the death of joint holders, as the case may be, entitled to all the rights in	Facility of Nomination

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		the shares, debentures or securities of the company or of the joint holders in relation to such shares, debentures or securities, to the exclusion of all other persons, until the nomination is varied or cancelled, the right of the nominee shall remain valid and effectual, notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise. Where the nominee is a minor, it shall be lawful for the holder of the shares, debentures or securities, to make nomination to appoint, in the prescribed manner, any person to become entitled to shares, debentures or securities of the company, in the event of his or her death, during the minority of the nominee. A nominee, upon the production of such evidence as may be required by the Board, elect either to be registered as holder of the shares, debentures or securities, as the case may be, or to make such transfer of the shares, debentures or securities, as the deceased shareholder or debenture holder or security holder could have made. All the provisions of Sections 109A and 109B of the Act shall apply.”
	VIII.	The existing Article 24 of the Articles of Association of the Company be re-numbered as Article 24(1) and new clauses be added:
Power of company to purchase its own securities		“(2)	Notwithstanding the provision contained in Article 24 (1), the Company may purchase its own shares or other specified securities out of
			(i)	its free reserves; or
			(ii)	the securities premium account; or
			(iii)	the proceeds of any shares or other specified securities. Subject to provisions. of sections 77 A, 77AA & 77B of the Act.”
	IX.	The existing Article 53 of the Articles of Association of the Company be re-numbered as Article 53(l) and following new clauses be added:
Beneficial Owner deemed as member		“(2)	Nothing contained in “clause (1)” of Article 53 shall apply to transfer of Security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository.”
Securities in Fungible form		“(3)	In the case of transfer of shares or other marketable securities where the Company has not issued any certificates and where such shares or securities are being held in an electronic and fungible form, the provisions of the Depositories Act, 1996 together with its amendments, if any, shall apply.”
Transfer of Depository Shares and Debentures		“(4)	The provisions contained in this Articles of Association with regard to transfer or transmission of shares, debentures or any other securities effected by the transferor and the transferee both of whom are entered as beneficial owners in the records of a depository.”
Rectification of Register on Transfer		“(5)	With regard to the rectification of Register on transfer, all the provisions of Section 111A of the Act, as may be in force from time to time shall also apply.”
Allotment of Shares and Debentures under Depository		“(6)	Notwithstanding anything contained in sub-section (I) of Section 113 of the Act or any modification(s) or re-enactment(s) thereof, where the shares, debentures or any other securities are dealt with in a depository, the Company shall intimate the details

324

		thereof to the depository immediately on allotment of such shares, debntures or any other Securities as far as practicable.”
	“(7)	Provisions contained in this Articles of Association about recording distinctive numbers of shares or debenture holder respectively in the Register of Members or Register of Debenture holders of the Company shall not apply to the shares or debentures or any securities which are held with a depository.”	Distinctive numbers not required under Depository
	“(8)	The Register and Index of Beneficial Owners maintained by a depository under Section 11 of the Depositories Act, 1996, shall also be deemed to be a Register and Index of Members and Register and Index of Debenture holders, as the case may be, for the purposes of this Articles of Association and the Act.”	Register and Index of Beneficial Owner
X.	The existing Article 87 of the Articles of Association of the Company be re-numbered as Article 87(1) and the following new clause be added: “(2) Notwithstanding anything contained herein in the Articles of Association of the Company, in the case of resolutions relating to such business as the Central Government may by notification declare to be conducted only by postal ballot, the Company shall get such resolution passed by means of a postal ballot or electronic mode in terms of Section 192A of the Companies Act, 1956, as amended, instead of transacting the business in General Meeting of the Company.”
XI.	The existing Article 118 of the Articles of Association of the Company be re-numbered as Article 118(1) and following new clauses be added:
	“(2)	A person shall not be capable of being appointed Director of the Company if he is disqualified under the provisions of section 274 for the time being in force and any other provision contained in the Companies Act, 1956.”
XII.	To replace in Article 152(10) the words “370 and 372” by the words “and 372A.”
XIII.	To add the following words at the end of Article 159 of the Articles of Association: “ Subject to provisions of section 205 of the Act.”
XIV.	To insert in Article 168 after the words “Section 205A” the words “and Section 205B.” “RESOLVED FURTHER that the Board of Directors be and are hereby authorized to make such amendments in the Articles of Association as may also be consequential or necessary as a result of the amendments aforesaid in the Articles of Association as also to take other steps as may be necessary, desirable or proper to give effect to this resolution.”

325

Extract of the Minutes of the Extraordinary General Meeting

held on Tuesday 25th January 2005 at 3.30 p.m.

1. “RESOLVED that pursuant to Section 16 and Section 94 and other applicable provisions of the Companies Act, 1956, the Authorised Share Capital of the Company be increased from Rs. 20,00,00,000 (Rupees Two Hundred Million) divided into 2,00,00,000 equity shares of Rs. 10 each to Rs. 50,00,00,000 (Rupees Five Hundred Million) divided into 5,00,00,000 equity shares of Rs. 10 each, by creation of 3,00,00,000 new equity shares of company Rs. 10 each and that such shares will rank pari passu in all respects with the existing equity shares of the company and consequently the existing clause V of the Memorandum of Association of the Company be and is hereby altered by deleting the same and substituting in place and instead thereof, the following as new clause V.

The Authorized Share Capital of the Company will be Rs. 50,00,00,000 (Rupees Five Hundred Million) divided into 5,00,00,000 (Rupees Fifty Million) equity shares of Rs. 10/- (Rupees ten) each with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being, with power to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, qualified, or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company for the time being.”

2. “RESOLVED that pursuant to the provisions of Article 165 of the Articles of Association of the Company and recommendation of the Board of Directors and subject to the guidelines issued by the Securities and Exchange Board of India and such approvals as may be required in this regard, consent of the members be and hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which expression shall be deemed to include a committee of Directors duly authorized in this behalf) for capitalization of such of General Reserves of the Company as may be considered necessary by the Board for the purpose of issue of bonus shares of Rs. 10/- each, credited as fully paid-up shares to the holders of existing equity shares of the Company whose names appear in the Register of Members on such date as may be fixed in this regard, in the proportion of One equity share for every One existing equity share held by them.

326

RESOLVED FURTHER that such bonus equity shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari Passu in all respects with and carry the same rights as the existing equity and shall be entitled to participate in any dividend in full to be declared Financial Year 2004-05 except that of the interim dividend paid for the Financial Year 2004-05.

RESOLVED FURTHER that no letters of allotment be issued with respect to additional equity shares but the Share Certificates of Shareholders who hold their existing equity shares in physical form in respect of the new equity shares shall be completed and ready for despatch within Two (2) months and Direct credit of additional equity shares in Electronic form shall be completed within One (1) month from the date of allotment thereof.

RESOLVED FURTHER that the allotment and issue of fully paid new equity shares as bonus shares to the extent that they relate to Non-Resident India (NRI), Persons of Indian Origin (PIO)/Overseas Corporate Bodies (OCBs) a other Foreign investors of the Company shall be subject to the compliance of the requirements of Reserve Bank of India under FEMA, as may be necessary.

RESOLVED FURTHER for the purpose of giving effect to this resolution, the Board of Directors be and hereby authorized to take all such steps for giving such direction as may be necessary or desirable and to settle any questions or difficulties whatsoever that may arise with regard to the issue, allotment and distribution of the new equity shares as the Board may, in its absolute discretion, deem fit.”

327

No. 12/310/2006 - CL. VII

GOVERNMENT OF INDIA

MINISTRY OF COMPANY AFFAIRS

REC. ON                                          SHASTRI BHAVAN, 5TH FLOOR A WING

New Delhi, Date:- 15th February, 2007

To

M/s. Sesa Goa Ltd.,

Sesa Ghor, 20, EDC Complex,

Patto, Panajim,

Goa-403 001

Subject:- Approval of the Central Government under section 268 of the Companies Act, 1956.

Gentleman,

With reference to the correspondence resting with your letter No. NIL dated 11.12.2006, I am directed to say that subject to the provisions of Section 255 of the Companies Act, 1956 the Central Government has been pleased to approve under section 268 thereof, the deletion of Article 130 and substitution of new Article in place of existing 110 (b) of Articles of Association of the Company as under:-

Article 110 (b) shall be deleted and the following substituted in its place:-

“110 (b) subject to the provisions of Section 256 of the Act and Articles 111, 112, 112A, 112B, 113, 114 and 115 at every Annual General Meeting of the company, one-third of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall retire from office. The directors appointed pursuant to Article 111, 112, 112A and 112B Shall not be subject to retirement under this Article and shall not be taken into account in determining the rotation of retirement or the number of Directors to retire. In the following Articles,” retiring Directors (s)” means director (S) retiring by rotation.”

To delete the following proviso in Article 130 of the Articles of Association of the Company:-

“PROVIDED THAT so long as the Board consists of Director or Directors appointed in pursuance of Article 111, such Director or Directors only shall be entitled to be appointed as Managing/Whole-time Directors.”

2. The approval accorded is further subject to the following modifications/conditions:-

(i) The approval of the Central Government would be required to increase the number of Directors beyond 12.

ii) The company shall pass a special Resolution in their regular Annual General Meeting to give effect to the aforesaid standard clauses.

3. The above approval has been accorded without prejudice to any change in the Government’s policy or any action that may be taken in pursuance of the provisions of the Companies Act, 1956 or any amendments thereto that may be enacted by Parliament from time to time.

4. This letter is issued by order and in the name of the President of India.

Yours faithfully,

(MANOJ KUMAR ARORA)

DIRECTOR

Ph. 23389403

(No. of corrections Nil)

328

CERTIFIED TRUE COPY OF THE RESOLUTION

PASSED BY THE SHAREHOLDERS THROUGH

POSTAL BALLOT UNDER NOTICE DATED 16^TH MAY 2008

AND RESULTS DECLARED ON 30^th JUNE 2008

“RESOLVED that pursuant to the provisions of Sections 13, 16 and all other applicable provisions, if any, of the Companies Act, 1956, including any amendments thereto or re-enactments thereof, the Memorandum of Association of the Company, be and is hereby altered as follows.

The existing Clause V of the Memorandum of Association of the Company be deleted by substitution in its place and stead the following clause as new Clause V:

V “The Authorized Share Capital of the Company will be Rs. 100,00,00,000 (Rupees One hundred crore) divided into 100,00,00,000 (One hundred crore) equity shares of Re 1/-(Rupee one) each with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being, with power to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, qualified, or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company for the time being.”

RESOLVED FURTHER that the alteration of the Memorandum of Association shall be effective and simultaneous with the allotment of Bonus Shares by the Board of Directors or a Committee thereof.”

329

CERTIFIED TRUE COPY OF THE SPECIAL

RESOLUTION PASSED BY THE SHAREHOLDERS

THROUGH

POSTAL BALLOT UNDER NOTICE DATED 29^TH SEPTEMBER

2008

AND RESULTS DECLARED ON 17^TH NOVEMBER

2008

“RESOLVED that pursuant to section 17 and section 192A of the Companies Act, 1956 read with the companies (Passing of the resolution by Postal Ballot) Rules, 2001 and all other applicable provisions, if any, of the Companies Act, 1956 (hereinafter referred to as “the Act”), including any statutory modification or re-enactment thereof for the time being in force; the Object Clause, i.e. Clause III of the Memorandum Association of the Company be altered by insertion of the following sub-clause (8D) after the existing sub-clause (8C):

(8D)(i)To construct, develop, maintain, build, operate equip, hire or otherwise deal with ports, shipyard, jetties, harbours, docks, ship breaking, ship repair, ship building at any port in India or elsewhere.

(ii) To carry on business of inland and sea transport including goods, passengers and mail, shippers, ship agents, ship underwriters, ship managers, tug owners, barge owners, loading brokers, freight brokers, freight contractors, stevedores, warehouseman, Wharfingers and building, assembling, fitting, constructing, repairing, servicing and managing ships, seagoing vessels for inland waterways.

(iii) To carry on in India and in any part of the world the business to construct, erect, build, buy, sell, give or take on lease or license, repair, remodel, demolish, develop, improve, own, equip, operate and maintain, ports and port approaches, breakwaters for protection of port or on the fore shore of the port or port approaches with all such convenient arches, drains, lending places, hard jetties, floating barges or pontoons, stairs, fences, roads, railways, sidings, bridges, tunnels and approaches and widening, deepening and improving any portion of the port or port approaches, light houses, light ships, beacons, pilot boats or other appliances necessary for the safe navigation of the ports and the port approaches and to build highways, roads, parks, streets, sideways, building structure, building and ware houses and to construct and establish, dry docks, shipways and boat basins and workshops to carry out repairs or overwhelming of vessels, tugs, boats, machinery or appliances.

(iv) To establish and develop Special Economic Zones and Industrial Estates/Parks and to carry on the business of properties developers, builders, creators, operators, owners, contractors of all and any kind of Infrastructure facilities and services including cities, towns, roads, seaports, airports, hotels, airways, railways, tramways, mass rapid transport system, cargo movement and cargo handling including mechanised handling system and equipment, shipyard, land development, water desalination plant, water treatment & recycling facilities, water supply & distribution system, solid waste management, effluent treatment facilities, power generation, transmission, distribution, power trading, generation and supply of gas or any other form of energy, environmental protection and pollution control, public utilities, security services, municipal services, clearing house agency and stevedoring services and of like infrastructure facilities and services viz., telecommunication, cell services, cable and satellite communication networking, data transmission network, information technology network, agriculture and food processing zone, textile & apparel park, automobile & auto ancillaries park, chemical park, drugs & pharmaceuticals parks, light & heavy engineering park, trading & warehousing zone, gem and jewellery and other industrial parks, factory buildings, warehouses, internal container depots, container freight station, clearing houses, research centre, trading centers, school and educational institutions, hospitals, community centre, training centers,

330

hostels, places of worship, courts, markets, canteen, restaurants, residential complexes, commercial complexes and other social infrastructures and equip the same with all or any amenities, other facilities and infrastructure required by the various industries and people, entertainment centers, amusement park, green park, recreational zone, import & export house, to purchase, acquire, take on lease or in exchange or in any other lawful manner land, building, structures to promote industrial, commercial activity for inland and foreign trade, to carry on the business of international financial services centers, banks, insurance, postal services, courier services and to purchase plant & machineries, tools and equipment and to carry on business of import and export, buying, selling, marketing and to do government liaison work and other work.’

RESOLVED FURTHER that for the purpose of giving effect to the above resolution, the Board of Directors of the Company (which expression shall include any Committee of Directors) or any officer authorised by it be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary or desirable.”

331

EX-4.2

Exhibit 4.2

Employee Share Ownership Plan (“ESOP”) 2013

a. Performance Period: For vesting condition, the performance period considered will be FY 2013-14.

b. Vesting of options: The options awarded under ESOP 2013 shall vest based on the achievement of business performance in the performance period as defined above and also continued employment with the Group.

The vesting schedule shall be staggered over a period of three years from the date of grant with 70% vesting based on the achievement of business performance and the remaining 30% based on continued employment with the Group till the end of 3^rd year.

Therefore, the options shall vest at 40% at the end of 1^st year, 30% at the end of 2^nd year and the remaining 30% which is tenure-based at the end of 3^rd year. For an employee to be eligible for performance-based vesting, he/she should continue to be in employment till the date of vesting each year.

However, for Executive Directors, 100% vesting will be based on achievement of performance condition with a staggered vesting schedule of 40:30:30 at the end of each year.

c. Performance conditions:

• For Businesses - The vesting of options will be dependent on the achievement of business performance measured against

• Operation Deliverables consisting of either Volume / COP / Free Cash Flow / EBITDA / Gross Working Capital / Sustainability

• Enablers consisting either of Asset Optimization / Mine Planning & Development / PR.

• Completion of stipulated tenure with the Group.

The performance parameter scorecard for other businesses is provided in Annexure A.

• For EDs and Corporate Team based in Mumbai, Delhi and London – The performance conditions considered for EDs and Corp Team is weighted average score of businesses, financial aspects and Sustainability as follows.

For Corp Team:

SI No	Parameter	Weightage
1	Weighted Average Score of Businesses*		50	%
2	Market Capitalization of VR Plc**		50	%
	Total		100	%

For Executive Directors:

SI No	Parameter	Weightage
1	Weighted Average Score of Businesses*		40	%
2	Market Capitalization of VR Plc**		50	%
3	Sustainability		10	%
	Total		100	%

* Weightages for Business Scores of entities will be as follows:

Company	HZL	SGL	KCM	Av of Balco, VAL & SEL	Av of ZI	S Cu	Malco	CMT	FG	VGCB
Score	Simple average of above entities’ Business Score				Simple average of above entities’ Business Score
Weightage	80%				20%

** The Comparator Group comprises of 14 companies as in Alcoa, Anglo American, Antofagasta, BHP Billiton, ENRC, First Quantum, FMG – Fortescue, Glencore, Khazamkhys, Rio Tinto, Teck, Tullow, Vale and Xstrata. The score against market capitalization parameter for (ii) above shall be determines using the table below relying upon the relative ranking in the comparator Group. The relative ranking will be calculated on the basis of last 30 days average share price at the beginning and at the end of the performance period (1st April to 31st March).

Relative Ranking	Score
1 - 3	100
4	90
5	85
6	80
7	75
8	70
9	60
10	50
11	40
12	30
13 - 15	Nil

Page 1 of 3

d. Business Performance Score: The weighted average score of the various parameters detailed out above will be known as the Business Performance Score.

e. Vesting proportion: The vesting proportion will be dependent on the achievement of pre-determined performance conditions. Businesses have been classified as Category A and B on the basis of complexity and nature of operations affecting the achievement of performance conditions.

For example, the vesting matrix for HZL will be as follows:

Business Performance Score	Vesting %
90% - 100%	50% plus 5% for every 1% score above 90%
85% - 90%	30% plus 4% for every 1% score above 85%
At 85%	30%
Below 85%	Nil

The vesting matrix for other businesses is provided in Annexure B.

Enclosed:	Annexure A – Performance Parameter Scorecard
	Annexure B – Vesting Matrix for Category A and B businesses

Annexure A: Performance Parameter Scorecard

The weightages of the various OD and Enabler parameters in each business will be as follows:

Parameters	HZL			KCM			SGL			SGL (VAB)			Balco			VAL-J			VAL-L			SEL			BMM SZ			LM			S Cu			S Cu CPP Malco			CMT			FG10			VGCB
Operational Deliverables
Volume		45	%1		40	%3		30	%4		30	%		30	%5		30	%		30	%		20	%		30	%		40	%		20	%7		20	%		50	%		35	%		20	%
COP		25	%2		20	%		20	%		—			20	%6		20	%		30	%		—			25	%		25	%		20	%8		—			40	%		25	%		10	%
Free Cash Flow (excl buyers/suppliers credit)		—			—			20	%		10	%		20	%		20	%		—			30	%		20	%		20	%		—			—			—			10	%		50	%
EBITDA		—			—			—			40	%		—			—			—			20	%		—			—			20	%		30	%		—			—			—
Gross Working Capital (12 month average)		—			—			—			—			—			—			—			—			—			—			10	%		20	%		—			20	%		—
Sustainability		10	%		10	%		10	%		10	%		10	%		10	%		10	%		10	%		15	%		15	%		10	%		10	%		10	%		10	%		10	%
Enablers
Asset Optimization		10	%		20	%		—			—			10	%		10	%		10	%		10	%		—			—			10	%		10	%		—			—			—
Mine Planning Development		10	%		10	%		—			—			—			—			—			—			—			—			—			—			—			—			—
ER / PR9		—			—			20	%		10	%		10	%		10	%		20	%		10	%		—			—			10	%		10	%		—			—			10	%
Project Milestone		—			—			—			—			—			—			—			—			10	%		—			—			—			—			—			—

Note:

For SGL, Aluminium and SC common, the business score will be weighted average score of the respective businesses as follows:

• SGL common - 70% of SGL, 20% of SGL (VAB) and 10% of WCL

¹  Volume weightage of 45% comprises 30% for MIC volume, 10% for Refined metal production and 5% for integrated saleable silver.

²  COP weightage of 25% comprises 15% for Zn COP and 10% for Pb COP

³ Volume refers to integrated production

⁴  Volume refers to Iron Ore sales

⁵  Volume weightage of 30% comprises 15% for Al volume and 15% for power sales

⁶  COP weightage of 20% comprises 10% for Al COP and 10% for commercial power COP

⁷  Volume refers to production of fresh anode

⁸  COP refers to Gross COP

⁹  Refers to Top 3 actionable agenda

¹⁰  For FG, all applicable parameters comprises 50% for CCR and 50% for PMR

Page 2 of 3

Project Milestones for Projects:

For WCL, Liberia
•  Project timeline	– 30	%
•  Project Cost	– 30	%
•  Exploration	– 15	%
•  Sustainability	– 15	%
•  MAS grading	– 10	%

For TSPL, Talwandi and VMRF
•  Project timeline	–	40	%
•  Project Cost	–	35	%
•  Sustainability	–	15	%
•  MAS grading	–	10	%

ZI Common

Operational Deliverables	Weightage
Volume		30	%
COP		25	%
Free Cash Flow (excl buyers/suppliers credit)		10	%
Sustainability*		15	%
Enablers	Weightage
Project Milestone		20	%
Total		100	%

ZI projects:

Operational Deliverables	Weightage
Sustainability*		15	%
Gamsberg		35	%
Swartberg		15	%
Refinery Conversion		15	%
Gergarub		15	%
Power Projects		5	%
Total		100	%

Note: *Sustainability weightage of 15% comprises 10% for safety and environmental performance and 5% for sustainability initiatives.

** Project Milestone scores would be based on progress on Gamsberg, Swartberg, Refinery Conversion, Gergarub and Magnetite Project

Note: *Sustainability weightage of 15% comprises 10% for safety and environmental performance and 5% for sustainability initiatives

Annexure B: Vesting Matrix for Category A and B businesses.

Category A		Business Performance Score	Vesting %
•  HZL	•  ZI	90% - 100%	50% plus 5% for every 1% score above 90%
•  SC & SC (CPP)	•  CMT	85% - 90%	30% plus 4% for every 1% score above 85%
•  Malco	•  FG	At 85%	30%
		Below 85%	Nil
Category B		Business Performance Score	Vesting %
•  VAL-J	•  SEL	90% - 100%	60% plus 4% for every 1% score above 90%
•  VAL-L	•  KCM	80% - 90%	30% plus 3% for every 1% score above 80%
•  BALCO	•  VGCB	At 80%	30%
•  SGL & SGL (VAB)		Below 80%	Nil

Note: In case, the business performance score exceeds 100%, Remco approval will be sought for higher vesting proportion.

The above vesting matrix will ensure delivery of high performance levels due to higher exponential vesting percentage as the score improves.

Page 3 of 3

EX-4.3

Exhibit 4.3

ESOP Scheme 2012

Objective:

To build a strong organization founded on engaging competent employees who are aligned with company’s objectives. To have in place an appropriate holistic reward mechanism that will incentivize and motivate these employees, besides other initiatives to attract and retain the best talent and also to provide opportunities for wealth creation and building strong emotional connect.

Salient Features of the proposal:

In order to achieve the above stated objectives, we propose ESOP scheme that reflects rewarding of performance on pre-defined criteria linked to Business Performance. This scheme proposes to bring in greater ownership in achievement of business targets and imbibes high performance culture.

a. Eligibility for coverage: M7 and above employees will be eligible for coverage in ESOP scheme based on the potential, individual performance and criticality of role.

Employees who have joined as Freshers in M6 grade will be eligible for ESOP scheme on completion of a minimum of 1 year service with the Group and freshers who have joined in M7 grade will be eligible on completion of minimum service period of 2 years with the Group.

Employees due to retire within 6 months of the date of grant will not be eligible for coverage.

b. Coverage: Select employees in M7 and above grades across Group will be covered including Executive Directors.

c. Grant of options: VR Plc Options will be awarded to employees under ESOP scheme 2012 effective 24^th September 2012. For vesting condition, the performance period considered will be FY 2012-13.

The tranche shall vest based on the achievement of business performance in the performance period as defined and applicable to the eligible participants. The vesting schedule will be staggered at 50% vesting at the end of 1^st year, 30% at the end 2^nd year and balance 20% at the end of the 3^rd year subject to continuation of employment at the time of vesting.

d. Determining number of options: In order to determine the number of options, the grant value will be divided by the average share price of the last thirty days from date of grant. The exercise price will be 10 cents per share of VR Plc.

e. Ceiling: The aggregate quantum of options that may be granted by the company under this Plan over a period of ten years shall be limited to 10% of the company’s ordinary share capital.

f. Performance conditions:

• For Businesses - The vesting of options will be dependent on the achievement of business performance measured against BOA and enablers.

Performance Condition for Businesses	Parameters
Operational Deliverables	Volume
	COP
	Free Cash Flow
	HSE Scorecard
Enablers	Company Specific

• For projects like TSPL, VGCB, Fujairah Gold and WCL - For projects the performance parameters would be the achievement of milestones as mentioned in respective Business Plans.

• For EDs and Corporate Team based in Mumbai, Delhi and London – The performance conditions considered for EDs and Corp Team is weighted average score of businesses, financial aspects and Sustainability.

It may be noted that for EDs, Sustainability will be considered as an separate parameter, in addition to the already inbuilt sustainability component forming part of weighted average score of businesses.

Page 1 of 5

g. Population distribution of covered employees and weightage of performance conditions: Employees will be categorized on the basis of performance, potential, market pull, and criticality of current and expected role for award of options. The categories of population distribution will have differing weightages to operational deliverables and Enablers considering their role and impact on each of these parameters.

Distribution of population for award of options	Value of Options	Weightage of Operational  Deliverables & Enablers
	(Not exceeding)	A (Sr Mgmt)	B (Others)
Category I - 25% of  covered population	100% of individual CTC *	70% - Operational deliverables  30% - Enablers	100% - Operational deliverables
Category II - 50% of covered population	75% of individual CTC *
Category III - 25% of covered population	50% of individual CTC *

* a) ‘CTC’ refers to fixed CTC and excludes variable pay, production incentives, vehicle reimbursements and location specific allowances.

   b) For overseas locations, options will be granted based on equivalent work levels.

h. Business Performance Score - The combined score of operational deliverables and enablers will result in the Business Performance Score.

i. Details on Performance Conditions:

(i) For Businesses: The entities will have varying weightages to the operational deliverables and Enablers based on the entities’ business drivers as follows:

Operational Deliverables:

Parameters	HZL			ZI			KCM			CMT			SGL			Balco			VAL-J			VAL-L			SEL			S Cu			Malco
Volume		40	% 1		33	%		40	%3		50	%		50	%4		40	%5		35	%		50	%		30	%		20	%7		30	%
COP		20	% 2		20	%		30	%		30	%		10	%		30	%6		35	%		30	%		30	%		20	%		30	%
Free Cash Flow		30	%		20	%		20	%		10	%		30	%		20	%		20	%		10	%		30	%		50	%		30	%
HSE		10	%		27	%		10	%		10	%		10	%		10	%		10	%		10	%		10	%		10	%		10	%

Note:

¹  Volume weightage of 40% comprises 30% for MIC volume and 10% for Integrated Silver volume.

² COP weightage of 20% comprises 15% for Zn COP and 5% for Pb COP

³  Volume refers to integrated production

⁴  Volume refers to Iron Ore sales

⁵  Volume weightage of 40% comprises 20% for Al volume and 20% for power sales

⁶  COP weightage of 30% comprises 15% for Al COP and 15% for commercial power COP

⁷  Volume refers to production of fresh anode

Enablers:

Parameter	HZL			ZI			KCM			CMT			SGL			BALCO			VAL - J			VAL - L			SEL			S Cu			MALCO
PR *		15	%		33	%		10	%		10	%		20	%		25	%		40	%		40	%		40	%		25	%		50	%
HR		15	%					15	%		10	%		15	%		15	%		15	%		10	%		10	%		15	%		25	%
Asset Optimization		15	%		—			20	%		10	%		—			20	%		10	%		—			—			20	%		25	%
Growth **		20	%					20	%		—			50	%		40	%		40	%		50	%		50	%		40	%		—
Mine Development		15	%		67	%		20	%		30	%		—			—			—			—			—			—			—
Exploration		10	%					15	%		40	%		15	%		—			—			—			—			—			—
Market Cap		10	%		—			—			—			—			—			—			—			—			—			—

*      PR refers to a)	Media (local, State and National level), Community Relations and CSR initiatives
b)	Effective relationship at all levels for smooth operation and growth mission like PCB, MOEF, Industry depts., SEBs, Coal Ministry, Power Ministry, Mines Ministry, etc.

** Growth Includes Projects / Approvals / Coal block / Coal Linkage / Bauxite / Karnataka / Zawar / etc.

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(ii) For EDs and Corporate Team based in Mumbai, Delhi and London – The performance conditions considered for EDs and Corp Team is as follows:

For EDs

Sl No	Parameter	Weightage
1	Weighted Average Score of Businesses *		30	%
2	Market Capitalization of VR Plc**		60	%
3	Sustainability		10	%
	Total		100	%

For Corp Team at Mumbai, Delhi and London

Sl No	Parameter	Weightage
1	Weighted Average Score of Businesses *		50	%
2	Market Capitalization of VR Plc**		20	%
3	Sesa Sterlite Merger		20	%
4	Sesa Sterlite Valuation		10	%
	Total		100	%

* Weightages for Business Scores of entities will be as follows:

Company	HZL	SGL	KCM	Av of Balco, VAL & SEL	ZI	S Cu	Malco	CMT
Score	Simple average of above entities’ Business Score				Simple average of above entities’ Business Score
Weightage	80%				20%

** The Comparator Group comprises of 14 companies as in Alcoa, Anglo American, Antofagasta, BHP Billiton, ENRC, First Quantum, FMG – Fortescue, Glencore, Khazamkhys, Rio Tinto, Teck, Tullow, Vale and Xstrata. The score against market capitalization parameter for (ii) above shall be determines using the table below relying upon the relative ranking in the comparator Group. The relative ranking will be calculated on the basis of last 30 days average share price at the beginning and at end of performance period (1st April to 31st March).

Relative Ranking	Score
1	100
2	100
3	100
4	90
5	85
6	80
7	75
8	70
9	60
10	50
11	40
12	30
13	Nil
14	Nil
15	Nil

While at the top 3 ranking, with the score of 100, the vesting would be at 100%, whereas at the median (8th Rank) the score will be 70 which will result in corresponding vesting of 30%.

j. Vesting proportion: The vesting proportion will be dependent on achievement of pre-determined performance conditions as follows:

Business Performance Score	Vesting %
Above 100%	100% plus 2% for every additional 1% score above 100 (upto a max vesting of 120%)*
95% - 100%	100%
Below 95%	100% minus 2% for every 1% fall in score below 95
Below 90%	90% minus 3% for every 1% fall in score below 90
At 70%	30%
Below 70%	Nil

* For EDs vesting will be upto a maximum of 100%

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k. Financial Implication: The average number of options per employee is 1,818 and the total financial impact is Rs 424 cr approx. Table below details out the cost implication of the proposed tranche as well as previous tranches:

Details	LTIP 2006			LTIP 2007			LTIP 2009			LTIP 2011			Proposed for ESOP 2012
No of employees covered		1330			2148			2246			2684			2820
Total no. of eligible employees		2699			5986			7576			8896			7234
%age of eligible population covered		49	%		36	%		30	%		30	%		39	%
No of options allocated		2,531,350			1,692,349			2,478,000			2,862,100			5,127,240
Share Price (in GBP)		9.9			20			15			19			9.5
Exchange rate		82.06			77.18			80			72			87
Average no of options per employee		1,903			788			1,103			1,066			1,818
Average share value per employee		Rs 15.45 lacs			Rs 12.16 lacs			Rs 13.24 lacs			Rs 14.58 lacs			Rs 15.02 lacs
Total Financial Impact		Rs 205.64 cr			Rs 261.20 cr			Rs 297.36 cr			Rs 391.53 cr			Rs 423.78 cr
	$	45.69 m		$	58.04 m		$	66.08 m		$	86.90 m		$	77.05 m

AT / 24.09.2012

Enclosed:

Annexure A – Business Plan numbers for Operational Deliverables (excluding HSE)

Annexure B – Vesting percentage for various Business Performance score scenarios

Annexure C – Vesting percentage for various Performance score scenarios for Corp Team and EDs

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Annexure A: Business Plan figures for OD parameters for each Business

Target figures for 2012-13 as per Business Plan

Parameters	SGL			HZL *		VAL-J		VAL-L		SEL			Balco **		S Cu			Malco			KCM		ZI		BMM		LM		SZ		CMT
Volume (in MT)		21	1		Refer below table		665,529		1,200,000		14702	2		Refer below table		350,830			869			203,230		419,519		82,994		186,275		150,250		27,070
COP (in $/MT)		22					1,900		310		1.83	3				0.32	4		3.55	3		169		1,262		1,406		1,233		1,213		207
Free Cash Flow (in $ Mn)		725			1,385		–33		–22		380			285		249			37			604		265		57		82		125		52

Note:

¹ Sesa Goa volume is in mt

² SEL Volume is in MU

³  SEL & MALCOCOP is in Rs./kwh

⁴ Copper COP is in c/lb

‡ HZL
Zinc MIC (in MT)	815,049
Lead MIC (in MT)	115,691
Integrated Silver (in kg)	354,702
Zinc COP (in $/MT)	800
Lead COP (in $/MT)	745

‡‡ BALCO
Aluminium (in MT)	359241
Power Sales (in MU)	6,116
Aluminium COP (in $/MT)	1,795
Power COP (n Rs/Kwh)	2.15

Annexure B: Vesting percentage for various Business Performance score scenarios

To have a better understanding on the calculation of vesting proportions for different business performance score, below table demonstrates the actual vesting proportion for sample business scores.

Business Performance Score	Particulars	Calculation	Vesting Proportion
105%	5% more than 100%	100% + (5% * 2)	110%
100%	—	—	100%
95%	—	—	100%
90%	5% less than 95%	100% - (5% * 2)	90%
85%	5% less than 90%	90% - (5% * 3)	75%
80%	10% less than 90%	90% - (10% * 3)	60%
75%	15% less than 90%	90% - (15% * 3)	45%
70%	20% less than 90%	90% - (20 * 3)	30%

Annexure C: Vesting percentage for various Performance score scenarios for Corp Team and EDs

Hypothetical projection of vesting for Group (ii) namely Corporate Team and EDs under different performance conditions as follows:

Scenario 1

Parameters	Score		For EDs						For Others in Corp Team
			Weightage			Final Score			Weightage			Final Score
Weighted Avg Business Score		90		30	%		27.00			50	%		45
Market Cap Score (Rank 3)		100		60	%		60.00			20	%		20
Sesa Sterlite Merger		90		—			—			20	%		18
Sesa Sterlite Valuation		90		—			—			10	%		9
Sustainability		80		10	%		8.00			—			—
Total		—		—			95.00			—			92.00
Vesting percentage		—		—			100	%		—			94	%

Scenario 2

Parameters	Score		For EDs						For Others in Corp Team
			Weightage			Final Score			Weightage			Final Score
Weighted Avg Business Score		90		30	%		27.00			50	%		45
Market Cap Score (Rank 4)		90		60	%		54.00			20	%		18
Sesa Sterlite Merger		80		—			—			20	%		16
Sesa Sterlite Valuation		80		—			—			10	%		8
Sustainability		50		10	%		5.00			—			—
Total		—		—			86.00			—			87.00
Vesting percentage		—		—			78	%		—			81	%

Scenario 3

Parameters	Score		For EDs						For Others in Corp Team
			Weightage			Final Score			Weightage			Final Score
Weighted Avg Business Score		85		30	%		25.50			50	%		42.5
Market Cap Score (Rank 5)		85		60	%		51.00			20	%		17
Sesa Sterlite Merger		70		—			—			20	%		14
Sesa Sterlite Valuation		70		—			—			10	%		7
Sustainability		25		10	%		2.50
Total		—		—			79.00			—			80.50
Vesting percentage		—		—			57	%		—			62	%

Scenario 4

Parameters	Score		For EDs					For Others in Corp Team
			Weightage			Final Score		Weightage			Final Score
Weighted Avg Business Score		70		30	%		21.00		50	%		35
Market Cap Score (Rank 9)		60		60	%		36.00		20	%		12
Sesa Sterlite Merger		75		—			—		20	%		15
Sesa Sterlite Valuation		75		—			—		10	%		7.5
Sustainability		75		10	%		7.50		—			—
Total		—		—			64.50		—			69.50
Vesting percentage		—		—			Nil		—			Nil

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EX-4.8

Exhibit 4.8

Dated May 20, 2014

(1) Vedanta Resources Plc

(2) Sesa Sterlite Limited

MANAGEMENT SERVICES AGREEMENT

AGREEMENT dated May 20, 2014

BY AND BETWEEN

Vedanta Resources Plc (Reg No. 04740415) , a company incorporated under the laws of England & Wales and having its registered office at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (hereinafter referred to as VR Plc which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors);

AND

Sesa Sterlite Limited, a company registered under the laws of India and having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa -403001 (hereinafter referred to as SSL which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors).

VR Plc and SSL shall individually be referred to as Party and collectively as Parties.

WITNESSETH:

WHEREAS VR Plc is a London listed, metals and mining company and is the ultimate parent company of SSL and various other group companies in India and across the world. VR Plc has qualified and well experienced managerial and operating personnel.

WHEREAS SSL is BSE, NSE and NYSE listed company which is the result of the Group consolidation and has world-class assets across iron-ore, copper, aluminium, zinc-lead-silver, oil & gas and commercial power. It also has downstream investment in Bharat Aluminium Company Limited, Hindustan Zinc Limited and Cairn India Limited.

WHEREAS SSL has requested and VR Plc is willing to provide strategic planning and consultancy services to SSL and each of its subsidiaries in varied areas of business such that each of the companies is able to finalise and implement plans of growth (both generic and acquisitions), raise finance, and enhance profile.

WHEREAS the Parties have agreed that VR Plc shall render such services to SSL on the terms and conditions hereinafter contained.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Services

1.1 The scope of services to be rendered by VR Plc to SSL will include, but not be limited to, the services listed in the Appendix 1 (the Services). In the event SSL’s requirement is of services other than as listed in Appendix 1, VR Plc shall render such services on such terms as may be mutually agreed between the Parties.

1.2 The Services shall be rendered by VR Plc solely and on a need-be basis to SSL and its subsidiaries as per the requirements of SSL. SSL shall keep VR Plc informed of the

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development if its programmes, projects etc., and the Services shall be rendered and supplied by VR Plc upon SSL’s request.

1.3 VR Plc agrees to put at SSL’s disposal skilled employees and its knowledge and experience in which SSL is engaged in order to provide the Services. VR Plc agrees to provide SLL with oral and written expert advice, as warranted and with factual information, results of studies and services relating to business activities and management of SSL and recommendations, to enable it to promote and improve its business.

2. Fees

2.1 In consideration of the aforementioned Services, SSL shall pay to VR Plc fees a maximum fee of US$ 3 million in any financial year based on a cost allocation methodology established.

2.2 Unless agreed by the Parties to the contrary, VR Plc shall issue the invoices to SSL in September and March in each year during the Term (hereinafter defined) for the fee in arrears. SSL shall pay each invoice within 45 days following receipt of the invoice. In case of any dispute on the fee, SSL shall ensure payment of the undisputed portion of the fee and the Parties shall attempt to resolve the disputed items as soon as practicable in good-faith.

2.3 SSL shall pay the gross fee to VR Plc and in case of any withholding taxes, SSL shall increase the fee amount to such extent that net fee after deduction of withholding tax shall equal the gross fee as calculated under this Agreement. In the event of withholding tax, SSL shall provide VR Plc with the necessary vouchers certifying the tax withheld.

2.4 The fee payable by SSL under clause 2.1 above is the full and complete compensation for all obligations assumed by VR Plc under this Agreement and for all Intellectual Property it assigns to SSL under or pursuant to clause 4.2 below.

2.5 All gross fee and all amounts payable under this Agreement are exclusive of VAT (or any similar tax) which SSL shall forthwith pay at the rate from time to time prescribed by law. VR Plc shall provide SSL with a valid VAT invoice. VR Plc shall provide reasonable assistance to SSL to enable it to recover any VAT so charged.

2.6 If SSL fails to make any payment due to you under this Agreement, without prejudice to any other right or remedy available to it, VR Plc may charge interest on the amount outstanding, at the rate of three per cent (3%) per annum. Such interest will be calculated from the date or last date for payment to the actual date of payment, both dates inclusive, and will be compounded quarterly. SSL shall pay interest upon demand.

3. Confidentiality

3.1 The Parties shall keep confidential, and not use for any purpose other than for the Services, any information that either VR Plc, SSL or its subsidiaries may have access to or that comes to their knowledge during the course of Services being rendered, and neither Party shall disclose the same to any third party (other than to its employees and other professional advisors on a need-be basis and undertaking the confidentiality obligations as hereunder) without first obtaining the other Party’s prior written consent.

3.2 At the end of the Term, both Parties shall immediately deliver to the other Party all materials, records, databases, documents and other papers that are in its possession, custody or control and that are the other Party’s property, or that otherwise relates to the other Party’ business.

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4. Intellectual Property

4.1 VR Plc shall disclose to SSL promptly the factual information, results of studies and services relating to business activities and management of SSL and recommendations, including any improvements that VR Plc makes or conceives, either alone or jointly with others, in the course of, or as a direct result of, the work done for SSL, or as a consequence of information SSL or its subsidiaries have supplied to VR Plc for the purposes of this Agreement.

4.2 To the extent that any Intellectual Property in the work VR Plc does for SSL is capable of prospective assignment, VR Plc now assigns those Intellectual Property to SSL; and to the extent any Intellectual Property in that work cannot prospectively be assigned, VR Plc shall assign that Intellectual Property to SSL as and when it is are created, at SSL’s request.

4.3 The expression “Intellectual Property” means patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, confidential information, applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.

5. Independent Contractor Relationship

VR Plc agree that it shall be working for SSL as an independent contractor and that nothing in this Agreement shall be construed as constituting the relationship of employer and employee, or principal and agent. Similarly, nothing herein contained shall be construed to constitute a joint venture, arrangement for sharing profits or partnership between the Parties.

6. Term and Termination

6.1 This Agreement shall be effective from 1^st April 2013 and shall be valid for a period of five (5) years i.e. up to 31^st March 2018 (Term), unless terminated in advance by mutual consent or as provided in clause 6.2 below.

6.2 Either Party may terminate this Agreement by giving notice to the other if:

6.1.1 the other is in breach of any provision of this Agreement and (if it is capable of remedy) the breach has not been remedied within 60 days after receipt of written notice specifying the breach and requiring its remedy; or

6.1.2 the other becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction); or

6.1.3 a delay in performance under clause 7 lasts for more than 6 months.

6.3 All clauses, which by their very intent require to survive the termination or expiry, shall survive the termination or expiry of this Agreement for any reason and continue indefinitely.

7. Force Majeure

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If the performance by either Party of any obligation under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, the affected Party shall not be in breach of this Agreement because of that delay in performance.

8. Liability

8.1 VR Plc makes no representation nor gives any warranty to SSL that any advice or information given by VR Plc, or the content or use of any materials, works or information it provides in connection with this Agreement, will not constitute or result in any infringement of third-party rights.

8.2 Notwithstanding anything contained herein, neither Party’s liability for any breach of this Agreement or the termination hereunder shall extend to any compensation, reimbursement or damages or losses, or any loss of prospective profits, loss of revenue, loss of anticipated sales, loss of data, and including but not limited to expenditure, investment, lease, commitment, loss of contracts or opportunity, whether direct or indirect, even if the possibility of those losses were within contemplation.

9. General

9.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other Party by speed post/registered post/courier or any means of recorded delivery, and will be deemed to be received on the date of receipt or latest within two (2) business days of posting.

9.2 Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.

9.3 Assignment: Neither Party may assign or transfer this Agreement as a whole, or any of our rights or obligations under it, without first obtaining the written consent of the other Party.

9.4 Severability: If any part of any provision of this Agreement is void or unenforceable in any jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected or impaired.

9.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter and each acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

9.6 Formalities: Each Party shall take any action and execute any document reasonably required by the other Party to give effect to any of its rights under this Agreement, or to enable their registration in any relevant territory provided the requesting Party pays the other Party’s reasonable expenses.

9.7 Amendments: No variation or amendment of this Agreement shall be effective unless it is made in writing and signed by both Parties.

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9.8 Third parties: No one except the Parties has any right to prevent the amendment of this Agreement or its termination, and no one except you or us may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.

9.9 Governing Law and Dispute Resolution: This Agreement is governed by, and is to be construed in accordance with the laws of England & Wales. Any dispute which has arisen or may arise out of, or in connection with, this Agreement shall be referred to a single arbitrator to be finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration (LCIA), which rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, England and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding to the fullest extent permitted by law. Subject to the foregoing, either Party may bring proceedings for an injunction before any competent English courts.

IN WITNESS WHEREOF this Agreement has been entered into the day and year first written above.

SIGNED for and on behalf of	)
VEDANTA RESOURCES PLC	)
Director	)
Director/Company Secretary	) /s/ Tom Albanese
SIGNED for and on behalf of	)
SESA STERLITE LIMITED	)
Director	)
Director/Company Secretary	) /s/ D. D. Jalan

6

APPENDIX 1

Management Services

1. Strategic advice

a) Advice on developing a global profile, particularly relevant to the metals and mining businesses of the SSL group of companies

b) advice and assistance in formulating and implementing short, medium and long term plans and strategies for growth and diversification, and also consolidation so as to enhance and make effective use of corporate resources in the form of personnel, finance and goods and services.

c) Advice and assistance on all opportunities for growth through mergers and acquisitions including identification, evaluation, negotiating and closing.

d) Advice on all plans for new ventures, business and facilities (including mines and refining and manufacturing facilities) including evaluation of proposals and their implementation.

e) Assistance in sourcing international consultants including specialists in mining and metallurgical, suppliers, vendors and customers and negotiation with these parties.

f) Advice on globalisation including in particular advice on best practices in all forms of production, marketing distribution, administration, human resources, and so forth.

2. Financial, Treasury and Legal Advice

a) Advice on financial structure of SSL including advice and assistance in relation to raising of financial resources by private and/or public placements of debt and/or equity. This advice will include consideration of new and/or different instruments or arrangements which are evolved in the international markets and their applicability to the companies.

b) Assistance in short, medium and long term financial planning and forecasting.

c) Assistance in investment appraisal.

d) Support for implementation of financial systems.

e) Internal audit

f) Assistance in cash management and cash flow planning.

g) Advice on banking arrangements and particularly in the international sector including foreign exchange exposure.

h) Advice on taxation matters.

i) Advice on legal matters, including trademark, license, domain name, and contractual issues.

3. Marketing

a) Advice on public relations, marketing and customer service provision.

b) Provision of corporate marketing material. All such material will become the property of SSL subject to agreed fee.

4. Training

a) Assistance with the provision of staff training.

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5. IT support

a) Assistance with the provision of IT software support.

b) Provision of software and systems advice.

6. Human Resource Management

a) Advice on short, medium and long term HR planning.

b) Advice on establishing HR policies, selection and training of personnel and in other organisational matters.

c) Advice on executive development programmes, incentives, retirements, and other benefit programmes.

7. Sustainability

a) Advice on diagnostics or assessment of energy efficiencies, and development or oversee of sustainability evaluation or monitoring systems.

b) Advice on sustainability program operations to ensure compliance with environmental or governmental regulations in line with corporate sustainability strategy.

c) Communicate and coordinate with management, shareholders, customers, and employees to address sustainability issues.

8. Corporate Communications

a) Advice on development of a corporate communications strategy and effectively communicating with internal and external stakeholders.

b) Advice on streamlining communications among business functions, helping management, human resources and marketing maintain a unified voice and consistent messages.

8

EX-4.10

Exhibit 4.10

Dated May 20, 2014

(1) Vedanta Resources Plc

(2) Sesa Sterlite Limited

REPRESENTATIVE OFFICE AGREEMENT

AGREEMENT dated May 20, 2014

BY AND BETWEEN

Vedanta Resources Plc (Reg No. 04740415), a company incorporated under the laws of England & Wales and having its registered office at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (hereinafter referred to as VR Plc which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors);

AND

Sesa Sterlite Limited, a company registered under the laws of India and having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa-403001 (hereinafter referred to as SSL which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors).

VR Plc and SSL shall individually be referred to as Party and collectively as Parties.

WITNESSETH:

WHEREAS VR Plc is a London listed, metals and mining company and is the ultimate parent company of SSL and various other group companies in India and across the world. VR Plc has a pool of qualified and well experienced managerial, financial and technical personnel.

WHEREAS SSL is the BSE, NSE and NYSE listed company which is the result of Group consolidation. It now has world-class assets across iron-ore, copper, aluminium, zinc-lead-silver, oil & gas and commercial power in India, and with operations in India, Australia, Namibia, South Africa, Sri Lanka and Ireland. SSL also has downstream investment in Bharat Aluminium Company Limited, Hindustan Zinc Limited and Cairn India Limited.

WHEREAS with the size and scale of its business and being a global player, SSL requires a presence in United Kingdom to represent it in its financial, legal and other dealings in the course of its business and to augment its business operations, financial resources and represent before consultants, lawyers and the like.

WHEREAS VR Plc has indicated it would be willing to act as a representative for SSL;

WHEREAS the Parties have agreed that VR Plc shall render such services to SSL on the terms and conditions hereinafter contained.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Representative Office and other services

1.1 VR Plc is hereby appointed as a non-exclusive representative of SSL outside India for the Term (hereinafter defined) to enable it to render technical and commercial services to SSL for promotion of SSL’s business and/or to raise funds.

2

1.2 VR Plc agrees to put at SSL’s disposal skilled employees and its knowledge and experience in order to fulfil its obligations hereunder which includes attending meetings with, preparing and providing information/documentation for all parties that SSL directs VR Plc to assist them with as well as any potential business counterparty nominated by VR Plc to SSL.

1.3 VR Plc shall not enter into any agreements, understandings or otherwise on behalf of SSL which is likely to impose liability, other than with SSL’s prior written consent.

2. Fees

2.1 In consideration of the aforementioned services, SSL shall pay to VR Plc a lump-sum fee of US$ 2 million per annum.

2.2 Unless agreed by the Parties to the contrary, VR Plc shall issue the invoices to SSL in September and March in each year during the Term (hereinafter defined) for the fee in arrears. SSL shall pay each invoice within 45 days following receipt of the invoice. In case of any dispute on the fee, SSL shall ensure payment of the undisputed portion of the fee and the Parties shall attempt to resolve the disputed items as soon as practicable in good-faith.

2.3 SSL shall pay the gross fee to VR Plc and in case of any withholding taxes, SSL shall increase the fee amount to such extent that net fee after deduction of withholding tax shall equal the gross fee as calculated under this Agreement. In the event of withholding tax, SSL shall provide VR Plc with the necessary vouchers certifying the tax withheld.

2.4 All gross fee and all amounts payable under this Agreement are exclusive of VAT (or any similar tax) which SSL shall forthwith pay at the rate from time to time prescribed by law. VR Plc shall provide SSL with a valid VAT invoice. VR Plc shall provide reasonable assistance to SSL to enable it to recover any VAT so charged.

2.5 If SSL fails to make any payment due to you under this Agreement, without prejudice to any other right or remedy available to it, VR Plc may charge interest on the amount outstanding, at the rate of three per cent (3%) per annum. Such interest will be calculated from the date or last date for payment to the actual date of payment, both dates inclusive, and will be compounded quarterly. SSL shall pay interest upon demand.

3. Confidentiality

3.1 The Parties shall keep confidential, and not use for any purpose other than for the purposes hereof, any information that either VR Plc, SSL or its subsidiaries may have access to or that comes to their knowledge during the course of services being rendered hereunder, and neither Party shall disclose the same to any third party (other than to its employees and other professional advisors on a need-be basis who agrees to undertake the confidentiality obligations as hereunder) without first obtaining the other Party’s prior written consent.

3.2 At the end of the Term, both Parties shall immediately deliver to the other Party all materials, records, databases, documents and other papers which are in its possession, custody or control and that are the other Party’s property, or that otherwise relates to the other Party’ business.

4. Independent Contractor Relationship

3

Nothing in this Agreement shall be construed as constituting the relationship of employer and employee, a joint venture, arrangement for sharing profits or partnership between the Parties.

5. Term and Termination

5.1 This Agreement shall be effective from 1^st April 2013 and shall be valid for a period of five (5) years i.e. up to 31^st March 2018 (Term), unless terminated in advance by mutual consent or as provided in clause 5.2 below.

5.2 Either Party may terminate this Agreement by giving notice to the other if:

5.1.1 the other is in breach of any provision of this Agreement and (if it is capable of remedy) the breach has not been remedied within 60 days after receipt of written notice specifying the breach and requiring its remedy; or

5.1.2 the other becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction); or

5.1.3 a delay in performance under clause 6 lasts for more than 6 months.

5.3 All clauses, which by their very intent require to survive the termination or expiry, shall survive the termination or expiry of this Agreement for any reason and continue indefinitely.

6. Force Majeure

If the performance by either Party of any obligation under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, the affected Party shall not be in breach of this Agreement because of that delay in performance.

7. Liability

7.1 VR Plc makes no representation nor gives any warranty to SSL that any advice or information given by VR Plc, or the content or use of any materials, works or information it provides in connection with this Agreement, will not constitute or result in any infringement of third-party rights.

7.2 Notwithstanding anything contained herein, neither Party’s liability for any breach of this Agreement or the termination hereunder shall extend to any compensation, reimbursement or damages or losses, or any loss of prospective profits, loss of revenue, loss of anticipated sales, loss of data, and including but not limited to expenditure, investment, lease, commitment, loss of contracts or opportunity, whether direct or indirect, even if the possibility of those losses were within contemplation.

8. General

8.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other Party by speed post/registered post/courier or any means of

4

recorded delivery, and will be deemed to be received on the date of receipt or latest within two (2) business days of posting.

8.2 Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.

8.3 Assignment: Neither Party may assign or transfer this Agreement as a whole, or any of our rights or obligations under it, without first obtaining the written consent of the other Party.

8.4 Severability: If any part or any provision of this Agreement is considered void or unenforceable in any jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected or impaired.

8.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter and each acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

8.6 Formalities: Each Party shall take any action and execute any document reasonably required by the other Party to give effect to any of its rights under this Agreement, or to enable their registration in any relevant territory provided the requesting Party pays the other Party’s reasonable expenses.

8.7 Amendments: No variation or amendment of this Agreement shall be effective unless it is made in writing and signed by both Parties.

8.8 Third parties: No one except the Parties has any right to prevent the amendment of this Agreement or its termination, and no one except you or us may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.

8.9 Governing Law and Dispute Resolution: This Agreement is governed by, and is to be construed in accordance with the laws of England & Wales. Any dispute which has arisen or may arise out of, or in connection with, this Agreement shall be referred to a single arbitrator to be finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration (LCIA), which rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, England and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding to the fullest extent permitted by law. Subject to the foregoing, either Party may bring proceedings for an injunction before any competent English courts.

5

IN WITNESS WHEREOF this Agreement has been entered into the day and year first written above.

SIGNED for and on behalf of	)
VEDANTA RESOURCES PLC	)
Director	)
Director/Company Secretary	) /s/ Tom Albanese
SIGNED for and on behalf of	)
SESA STERLITE LIMITED	)
Director	)
Director/Company Secretary	) /s/ D. D. Jalan

6

EX-4.23

Exhibit 4.23

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

Information Memorandum / Disclosure Document	Date: May 30, 2013
	(For Private Circulation only)

Issue of 5000 Rated Taxable Secured Listed Redeemable Non-Convertible Debentures of Face Value of Rs. 10.00 lakhs each, aggregating upto Rs. 500 Crore to be issued on a Private Placement basis in the financial year 2013-14

Credit Rating – CRISIL AA / Stable

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, hereby confirms that the information contained in this Information Memorandum / Disclosure Document is true and fair in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

ISSUE SCHEDULE
ISSUE OPENING DATE	31st May 2013
ISSUE CLOSING DATE	31st May 2013

CREDIT RATING

The Debentures have a long term rating of CRISIL AA / Stable. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances which it believes may have an impact.

LISTING

The Debentures are proposed to be listed on the wholesale debt market segment of the National Stock Exchange of India Limited (“NSE” or the “Stock Exchange”)

ISSUER   Bharat Aluminium Company Ltd. Regd Office: Aluminium Sadan, Core 6, Scope Office Complex, 7 Lodi Road, New Delhi 110 003 Head Office: P.O Box, BALCO Nagar, Korba 495684   Tel: +91 22 40058025 Fax: +91 22 40058011 Email: prerna.halwasiya@vedanta.co.in Website: www.balcoindia.com Contact Person: Ms. Prerna Halwasiya DEBENTURE TRUSTEE   IL&FS Trust Company Limited The IL&FS Financial Centre   Plot C-22, G Block   Bandra Kurla Complex,   Bandra East Mumbai 400 051 Tel: Tel: 022-2659 3215 Email: Vivek.choudhary@ilfsindia.com Website: www.ilfsindia.com Contact Person: Ms. Poonam Mirchandani REGISTRAR TO ISSUE   Karvy Computershare Private Ltd. Plot No. 17 to 24   Vittalrao Nagar,   Madhapur,   Hyderabad 500 081 Tel: +91 40 44655000 Fax: +91 40 23420814 E-mail: einward.ris@karvy.com Website: www.karvy.com Contact Person: Mr. P A Varghesp

NOTE: This Information Memorandum / Disclosure Document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. The Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue time table including the Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will open for subscription at the commencement of banking hours and close at the close of banking hours. The Issue shall be subject to the terms and conditions of this Information Memorandum / Disclosure Document filed with the Stock Exchange and other documents in relation to the Issue.

1

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

DEFINITIONS AND ABBREVIATIONS

The Company / Issuer / BALCO	Bharat Aluminium Company Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at Aluminium Sadan, Core - 6, Scope Office Complex, Lodi Road, New Delhi - 110 003
“we”, “us”, “our”	Unless the context otherwise requires, the Company.
Application Form	The form in which an investor can apply for subscription to the Debentures.
Allotment Intimation	An advice informing the allottee of the number of Letter(s) of Allotment/Debenture(s) allotted to him in Electronic (Dematerialised) Form
Allot/Allotment/Allotted	Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue.
Arrangers	Kotak Mahindra Bank Limited and Axis Bank Limited
Articles	Articles of Association of the Company
Board	Board of Directors of the Company or a Committee thereof
Credit Rating Agency	CRISIL Limited or any other Rating Agency, appointed from time to time
Date of Allotment / Deemed Date of Allotment	The date on which Allotment for the Issue is made
Debentures / NCD(s)	5000 Rated, Taxable, Secured, Listed, Redeemable Non-Convertible Debenture(s) of face value of Rs.10 lakhs each aggregating upto Rs. 500 crore issued by the Issuer pursuant to the terms and conditions set out in this Information Memorandum / Disclosure Document.
Debenture holder(s)	The investors who are allotted Debentures.
Debenture Trustee	IL&FS Trust Company Limited
Depository/ies	National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
DP	Depository Participant
FII	Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 as amended from time to time), registered with SEBI
I.T. Act	The Income-tax Act, 1961 as amended from time to time
Information Memorandum/ Disclosure Document	This Information Memorandum / Disclosure Document through which the Debentures are being offered on a private placement basis
Issue	Issue of Rated, Taxable, Secured, Listed, Redeemable, Non-Convertible Debentures on a Private Placement basis
ISIN	International Securities Identification Number
Memorandum / MOA	Memorandum of Association of the Company
Mutual Fund	A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
Pay In Date	The date on which the Debentureholders shall make payment for subscription to the Debentures

2

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

Registrar/Registrar to the Issue	Registrar to the Issue, in this case being Karvy Computer share Private Limited
ROC	The Registrar of Companies
RTGS	Real Time Gross Settlement, an electronic funds transfer facility provided by RBI
RBI	The Reserve Bank of India
SEBI	Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)
SEBI Regulations	The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI as amended from time to time
The Act \ Companies Act	The Companies Act, 1956 (as amended from time to time)
Working Days / Business Days	All days on which banks in Mumbai are open for business except Saturday, Sunday and any public holiday

3

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

TABLE OF CONTENTS

DISCLAIMER	5
GENERAL INFORMATION	7
(a)    Name & Address of the Registered Office	7
(b)    Board of Directors as on May 22, 2013	8
(c)    Name of the director in RBI default \ ECGC list	9
(d)    Details of Change in Directors since last 3 years	9
(e)    Compliance Officer	10
(f)     Chief Financial Officer	10
(g)    Auditors	10
(h)    Details of Change in Auditor in last 3 years	11
(i)     Arrangers	11
(j)     Debenture Trustee	11
(k)    Registrar to the Issue	11
(l)     Credit Rating Agency of the Issue	11
ISSUER PROFILE	12
KEY OPERATIONAL AND FINANCIAL PARAMETERS	16
New Projects	17
A BRIEF HISTORY OF THE ISSUER	18
DETAILS OF THE BORROWING:	22
PARTICULARS OF NCD ISSUED IN THE PAST	24
ABRIDGED STANDALONE & CONSOLIDATED ACCOUNTS	26
DETAILS OF SECURITIES ISSUED AND SOUGHT TO BE LISTED	32
SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE	36
MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER	36
MATERIAL EVENTS	37
BRIEF OFFER DETAILS	37
(a)    The Issue	37
(b)    Utilization of the Issue Proceeds	37
(c)    Rating	37
(d)    Redemption	37
(e)    Maturity Period	38
(f)     Coupon / Yield on redemption	38
(g)    Discount / Effective Price to Investor	38
(h)    Security	38
OTHER REGULATORY AND STATUTORY DISCLOSURES	48
ANNEXURE I: SUMMARY TERM SHEET	50
ANNEXURE II: UNDERTAKING BY THE COMPANY	54
ANNEXURE III: APPLICATION FORM	55
ANNEXURE IV: RATING LETTER & RATING RATIONALE	58
ANNEXURE V: CONSENT LETTER FROM DEBENTURE TRUSTEE	59
ANNEXURE VI: NSE IN-PRINCIPLE APPROVAL FOR LISITING	59

4

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

DISCLAIMER

This Information Memorandum / Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures is being made strictly on a private placement basis. This Information Memorandum / Disclosure Document is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum / Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 1956.

This Information Memorandum / Disclosure Document has been prepared in conformity with the SEBI Regulations. Therefore, as per the applicable provisions, copy of this Information Memorandum / Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Information Memorandum / Disclosure Document has not been filed with the RoC or the SEBI.

This Information Memorandum / Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum / Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum / Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum / Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum / Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact. It has not omitted any material fact necessary to make and the statements made herein are not misleading in the light of the circumstances under which they are made. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum / Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Information Memorandum / Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum / Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum / Disclosure Document being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum / Disclosure Document has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

5

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

The person who is in receipt of this Information Memorandum / Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum / Disclosure Document and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

Each person receiving this Information Memorandum / Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and

Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Information Memorandum / Disclosure Document to reflect subsequent events after the date of the Information Memorandum / Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum / Disclosure Document nor any issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum / Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum / Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum / Disclosure Document and the offering and issue of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum / Disclosure Document come are required to inform themselves about and to observe any such restrictions. The Information Memorandum / Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

6

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

GENERAL INFORMATION

(a) Name & Address of the Registered Office

Issuer: Bharat Aluminium Company Limited

Address of Registered Office

Aluminium Sadan, Core - 6, Scope Office Complex, Lodi Road, New Delhi - 110 003

Address of Head Office:

PO Box, BALCO Nagar, Korba : 495684

Tel No.: +91-7759-241012, Fax No: +91-7759-242956/241011

Website: www.balcoindia.com

Contact Person: Ms Prerna Halwasiya,

Email: prerna.halwasiya@vedanta.co.in

7

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

(b) Board of Directors as on May 22, 2013

s. No.	Name, Designation and DIN	DOB / Age	Address	Director of the Company Since	Details of other Directorships held
1	Mr. Navin Agarwal Chairman DIN: 00006303	11.01.1961 / 52	Soham, 8/738 Behramji Gamadia Road (Carmichael Road), Mumbai 400026, Maharashtra, INDIA	02.03.2001	•   Hindustan Zinc Limited •   Cairn India Limited •   The Madras Aluminium Co. Limited •   Sterlite Iron & Steel Company Limited •   Vedanta Aluminium Limited •   Hare Krishna Packaging Private Limited •   Konkola Copper Mines, Plc. •   Vedanta Resources Plc., UK •   Vedanta Resources Holdings Limited •   Vedanta Resources Investment Limited
2.	Mr. SK Roongta Vice Chairman DIN	09.05.1950 / 63	D-91, DLF Pinnacle, DLF Phase V, Opp DLF Golf Cource, Gurgaon – 122009	19.06.2012	•   Neyveli lignite Corporation Limited •   Shipping Corporation of India Limited •   Jubilant Industries Limited •   Hindustan Petroleum Corporation Limited •   ACC Limited •   Vedanta Aluminium Limited •   Sterlite Energy Limited •   Talwandi Sabo Power limited •   Board of Governors, IIT Bhubaneswar
3.	Mr. Tarun Jain	06.03.1960 /53	411, Akshay Giri Kunj -1, Paliram Road, Andheri West, Mumbai -400058	02.03.2001	•   Vedanta Aluminium Limited •   Twinstar Holdings Limited •   Sterlite (USA) Inc •   Cairn India Limited •   Sterlite Infra Limited •   Vedanta Medical Research Foundation •   Rajtaru Charity foundation
4.	Mr. Kannan Ramamirtham	02.06.1949/ 63	Karachi Citizens CHS 205-B, New Link Road, DN	19.06.2012	•   Oriyansayi Consultant Private Limited

8

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

			Nagar, Andheri West, Mumbai – 400053		•   Lakecity Ventures Private Limited •   Orient Press limited •   Mentis Soft Solutions Private Limited •   Shasun Pharmaceuticals Limited •   Ram Ratna Wires Limited •   New Leaf Educational Products Private Limited •   Realtime Techsolutions Private Limited •   Secure Earth Technologies Limited •   Pan India Paryatan Private Limited
5.	Mr. Naresh Kumar	18.11.1963 /49	D-63, Type V, Sector-10, Nivedita Kunj, RK Puram, New Delhi -110022	26.02.2013	•   Hindustan Diamond Company Private Limited
6.	Mrs. Vinita Aggrawal	09.10.1960 /52	B-4, Tower 8, New Moti Bagh, New Delhi – 110003	10.09.2012	Nil
7.	Ms. Sujata Prasad	07.04.1958/ 55	6A, Tower 2, New Moti Bagh, New Delhi-110023	01.05.2013	•   Coal India Limited (CIL) •   Hindustan Copper Limited (HCL) •   Hindustan Zinc Limited (HZL)

(c) Name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any

No director’s name is appearing in the RBI defaulter list and / or ECGC defaulter list.

(d) Details of Change in Directors since last three (3) years

Sr. No.	Name of Directors	Date of Appointment	Date of Resignation
1	Mr. Anil Agarwal	02/03/2001	31/01/2012
2	Mr. Navin Agarwal	02/03/2001
3	Mr. Tarun Jain	02/03/2001
4	Mr. Pramod Suri	25/04/2007	21/07/2011
5	Mr. Gunjan Gupta (WTD)	16/10/2008	21/05/2013

9

	For Private & Confidential
	Not For Circulation
Bharat Aluminium Company Limited

6	Mr. Gudey Srinivas	26/10/2010	10/09/2012
7	Mr. Ravinder Malhotra	27/12/2010	10/09/2012
8	Ms. Anjali Anand Srivastava	10/01/2011	01/05/2013
9	Mr. Sanjiv Kumar Mittal	28/03/2007	10/01/2011
10	Mr. Gaurav Kumar	07/10/2009	27/12/2010
11	Mr. Naresh Kumar	10/09/2012	19/12/2012
	reappointed again on	26/02/2013
12	Ms. Vinita Aggrawal	10/09/2012
13	Mr. Durga Shankar Mishra	19/12/2012	26/02/2013
14	Ms. Sujata Prasad	01/05/2013
15.	Mr. R. Kannan	21/07/2011
16.	Mr. SK Roongta	31/01/2012

(e)	Compliance Officer
	Name: Ms Prerna Halwasiya
	Address	: Bharat Aluminium Company Limited
		Aluminium Sadan, Core - 6, Scope Office Complex,
		Lodi Road, New Delhi -110 003
	Tel	: 022-40278025
	Fax	: 022-40058011
	Email	: prerna.halwasiya@vedanta.co.in
	Investors can contact the compliance officer in case of any pre-issue or post-issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money, etc. in the respective beneficiary account or refund orders, etc.
(f)	Chief Financial Officer
	Name: Mr Dinesh Mantri
	Address	: Bharat Aluminium Company Limited   Aluminium Sadan, Core - 6, Scope Office Complex,   Lodi Road, New Delhi -110 003
	Tel	: 07759-242747
	Fax	: 07759-241011
	Email	: dinesh.mantri@vedanta.co.in
(g)	Auditors
	Name: Deloitte Haskins & Sells
	Address	: Indiabulls Finance Centre, Tower 3, 31st Floor,   Elphinstone Mill Compound, Senapati Bapat Marg,   Elphinstone (W), Mumbai-400 013, India

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Tel     :022-61855455

Fax    :022-61854501

Auditor since: Financial Year 2003-4

(h) Details of Change in Auditor since last three (3) years : No Change

(i) Arrangers

The Company has engaged Kotak Mahindra Bank Limited (“KMBL”) and Axis Bank Limited to act as Arrangers for the Issue.

The Company shall be solely responsible for the accuracy and completeness of all the material information provided in the Information Memorandum / Disclosure Document. Arrangers shall be entitled to rely on the accuracy and completeness of all information, advice or other material provided by or on behalf of the Company and its professional advisers. Please refer to the section “Other Regulatory and Statutory Disclosures” on the role and limit of responsibility / liability of the Arranger.

(j) Debenture Trustee

Name: IL&FS Trust Company Limited

Address: The IL&FS Financial Centre, Plot C- 22, G Block,

                Bandra Kurla Complex, Bandra(E), Mumbai 400051

Tel: +91-22-26593884

Fax: +91 -22-2653-3297

Email: Vivek.choudhary@ilfsindia.com

Contact Person: Mr Vivek Choudhary

(k) Registrar to the Issue

Name: Karvy Computershare Pvt Ltd

Address: Plot No 17 to 24

Vittalrao Nagar, Hyderbad

Tel:+91-40-44655000

Fax: + 91 -40-23420814

Email: einward.ris@karvy.com

Contact person: P A Varghesp

(l) Credit Rating Agency of the Issue

CRISIL Limited

CRISIL House, Central Avenue,

Hiranandani Business Park, Powai,

Mumbai – 400 076

Tel: +91 22 3342 3000

Fax: +91 22 4040 5800

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ISSUER PROFILE

A Brief Summary of the Business /Activities of the Issuer and its Line of Business:

BALCO is one of the three large aluminium players in the country, with a production volume share of around 18% during 2011-12

BALCO, a 100% Government of India (GoI) undertaking was the first public sector company in India which started producing Aluminium in 1974. On March 2, 2001, the GoI sold 51% of its stake in the company to the Sterlite Group for a gross consideration of Rs 553 crore. The company had an Aluminium smelter capacity of 100,000 tonnes per annum (tpa) at that time.

After the takeover in March 2001, the company initiated a large capex program involving investments totalling around Rs 4000 crore till 2006-07, which was largely for setting up

1. 245,000-tpa smelter (Rs 2200 crore, commissioned in November 2006),

2. 540-MW captive power plant (for Rs 1300 crore, commissioned in March 2006)

The total smelter capacity as on date is 245,000 tpa. However, with low prices of aluminium during 2008 to 2010, BALCO has suspended operations at the 100,000 tpa facility based on Soderberg technology which had high cost of operations. Currently only the pre-bake technology smelter is being used. The pre bake technology is more efficient than Soderberg technology, as it facilitates better alumina feed control, higher productivity and lower raw material and power consumption. Thus the current operational smelter capacity is 245,000 tpa.

Business Model:

Aluminium manufacturing involves the following THREE major steps –

1. Extraction of the ore (Bauxite) from mines

2. Refining of the ore to get Alumina (Aluminium Oxide)

3. Smelting of Alumina to obtain Aluminium

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Presently Company is sourcing all Alumina requirements from overseas market due to suspension of Vedanta Lanjigarh Refinery and smelting imported Alumina into Aluminium at its Aluminium Smelter Plant situated at Korba

Brief Note on Vedanta Group

The structure of major Vedanta Group companies is as under:

Copper

Sterlite is one of the largest copper rod producers in Asia. Sterlite copper business comprises of two operations, namely, Sterlite custom smelting and refinery in India and CMT mining operations in Australia. The primary products in this segment are copper cathode and copper rods. The copper business comprises smelting, processing of copper and its by-products.

Sterlite’s operations include a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in the state of Tamil Nadu in southern India; and a refinery and two copper rod plants at Silvassa in the Union territory of Dadra and Nagar Haveli in western India, The Tuticorin Smelter has been operating for more than thirteen years in accordance with global standards. It employs the ISA Smelt process which is considered globally as an environmentally advanced technology. In addition, the company owns and operates the Mt. Lyell copper mine at Tasmania in Australia, which provides around 8% of the copper concentrate requirements at Sterlite Copper as well as a precious metal refinery and copper rod plant at Fujairah in the UAE.

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Zinc and Lead

HZL was acquired by Sterlite in the year 2002 when the Government disinvested the stake in HZL. Sterlite has a 64.9% ownership interest in HZL, with the remainder owned by the Government of India (29.5%) and institutional and public shareholders (5.6%).

HZL’s operations include four lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, six sulphuric acid plants, a silver refinery and five captive power plants in the State of Rajasthan in Northwest India, one zinc smelter and a sulphuric acid plant in the State of Andhra Pradesh in Southeast India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant, one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India.

International Business

Sterlite through its wholly owned subsidiaries acquired Zinc assets comprising 100% of Skorpion, which owns the Skorpion mine and refinery in Namibia, a 74% stake in Black Mountain, whose assets include the Black Mountain mine and the Gamsberg project in South Africa, and 100%. Of Lisheen, which owns the Lisheen mine in Ireland.

Aluminium

BALCO

BALCO was incorporated in the year 1965 as a Public Sector Undertaking (PSU) and since then the Company has been closely associated with the Indian Aluminium Industry, in a pivotal role. Located in Korba in the state of Chhattisgarh in central India, our majority owned subsidiary, BALCO is one of the four primary producers of Aluminium in India. Government of India (GoI) divested 51% equity in the year 2001 in favour of Sterlite Industries (India) Limited. Balance 49% is with GoI. After disinvestment, a pre-baked smelter of capacity 245 kt per annum has been established in the year 2004. The Company is playing a crucial role in introducing aluminium as a potential alternative to other metals like Steel in construction, and Copper in power transmission industry. The smelter plants are being supported by uninterrupted power supply through Captive Power Plants - 270 MW at Jamnipali, Korba and 540 MW at smelter site.

Vedanta Aluminium Limited

Vedanta Aluminium Limited (VAL) is owned 70.5% by VRPlc and the balance stake of 29.5% is with Sterlite. VAL is setting up a large scale integrated aluminium project in the State of Orissa in Eastern India comprising of an Alumina Refinery at Lanjigarh and an Aluminium Smelter at Jharsuguda with associated power facilities.

As part of Phase I, VAL has set up an alumina refinery of 1 mtpa capacity along with 90 MW Co-generation Captive Power Plant at Lanjigarh and 0.50 mtpa Aluminium Smelter along with 1215 MW Captive Power Plant (CPP) at Jharsuguda in Orissa. Work at the 1.10 MTPA Jharsuguda-II Aluminium Smelter project is in progress.

During 2010, MoEF has denied approval to VAL for expansion of its refinery project at Lanjigarh as also the ministry has denied Stage II clearance to Orissa Mining Corporation to start mining of bauxite from Niyamgiri mines for supplying bauxite to VAL for its refinery project.

VAL had been operating its 1 mtpa refinery by sourcing bauxite from various states in India and for operating its 0.50 MTPA smelter at Jharsuguda, it was importing the balance requirement of alumina.

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However, because of non-availability of adequate quantity of bauxite, the company has suspended operations of its 1 MTPA refinery at Lanjigarh with effect from 5^th December 2012. At present, the entire alumina required for the smelter at Jharsuguda is being imported.

Sterlite Energy Limited

Sterlite Energy Limited (SEL) is a 100% subsidiary of Sterlite Industries (I) Limited. SEL was established to develop, construct and operate power plants and seeks to become one of India’s leading commercial power generation companies.

SEL is well positioned to capitalize on India’s economic growth and power deficit to develop a commercial power generation business. It shall benefit from Vedanta group’s experienced and focused management with strong project execution skills, experience in building and operating captive power plants, substantial experience in mining activities and the capacity to finance world-class projects. Sterlite Energy Ltd has taken a major initiative towards the advancement of the power infrastructure in Orissa through its 2400 MW i.e. 4 x 600 MW coal-based independent power plant (IPP) in Jharsuguda district.

Talwandi Sabo Power Project

SEL, through its subsidiary Talwandi Sabo Power Limited, is developing 1980MW Power Project at village Banawala, Mansa-Talwandi Sabo in District Mansa, Punjab. This is a coal-fired thermal power production project with 3 units of 660MW each.

Ports and Infrastructure Business

Vishakapatnam Port

The Company was the successful bidder for mechanisation of the coal handling facilities at the outer harbour of Vishakapatnam port on the east coast of India, which is based on the Public Private Partnership (PPP) model. The Company has a seventy four percent equity interest in VIZAG General Cargo Berth Pvt Limited (VGCB), a special purpose vehicle formed as a joint venture between the Company and Leighton Contractors India (Private) Limited.

The initial capacity of the upgraded berth will be 10.2 million tonnes per annum with flexibility to upgrade to 12.5 million tonnes per annum. VGCB entered into a concessionaire agreement on October 08, 2010 with Vishakapatnam Port Trust, for mechanisation the coal handling facilities and to upgrade the general cargo berth on a build-operate-transfer basis for 30 years commencing on the date of award of concession.

Paradip Port

The Company was declared as the successful bidder for Paradip Port’s Multi Cargo Berth on build, own and operate basis which is situated in the Jagatsinghapur District of Orissa, on the east coast of India.

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Key Operational and Financial Parameters –

	Rs in Crore except ratios.
Parameters	2012-13		2011-12		2010-11		2009-10
Net worth		4,339.24		4,271.06		4,005.40		3,570.95
Total Debt		4,299.41		3,805.02		2,462.24		2,011.57
- Of which Non current maturities Of Long term Borrowing		2,527.44		2,268.60		1,595.14		1,550.92
- Short term Borrowing		1,435.98		403.04		432.12		309.62
- current maturities Of Long term Borrowing		335.99		1,133.37		434.98		151.02
Net Fixed Assets (Other than intangible assets) including CWIP		9,310.01		8,367.25		8,367.25		4,213.85
Non Current Assets		173.41		270.58		487.05		896.56
Cash and cash equivalents		0.72		248.28		176.94		4.78
Current Investments		—		—		123.05		0
Current Assets		1,004.31		995.20		843.09		892.74
Current Liabilities (Other than current maturities of Long term borrowing, Service line and security deposits from customers and short term borrowing)		1,274.44		1,251.65		833.19		981.54
Net Sales		3,877.73		3,730.65		3,619.89		3,330.04
EBITDA		354.53		585.12		895.11		949.06
EBIT		93.37		314.82		573.45		1,313.72
Interest		60.10		33.30		24.48		27.97
PAT		58.38		265.67		440.86		535.98
Dividend including dividend distribution tax		0		0		6.40		6.43
Current Ratio (after considering current maturities of Long term borrowing)		0.62		0.42		0.66		0.79
Interest Coverage Ratio		2.18		14.19		27.33		15.92
Gross Debt/Equity Ratio		1.09		0.98		0.61		0.56
Debt Service Coverage Ratio		0.42		1.83		1.45		0.94

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New Projects

The Company is in the process of setting up the 1200MW thermal based power plant pursuant to the Memorandum of Understanding with the Government of Chhattisgarh dated 7^th October 2006 at a cost of Rs.4650 crores as approved by the Board at its meeting held on 9^th January 2008. The first and Second unit simulation synchronization on oil has been completed. Third unit Steam Blowing is ready for synchronization on oil. Fourth unit synchronization has been targeted in first quarter of FY 2013-2014. Second chimney civil work has been completed.

The Company had commenced implementation of the Memorandum of Understanding dated 8th August 2007 with the Government of Chhattisgarh for setting up of a new smelter with a 6.5 lakh mtpa capacity at an estimated cost of Rs. 8100 crores. Towards this, the Company has commenced the implementation process of the first phase of expansion for setting up 3.25 lakh mtpa pre-bake aluminium smelter at an estimated project cost of Rs.3800 crores as approved by the Board on 25^th July 2008. The first metal production is scheduled in First quarter of 2013-14 and full commissioning of the project is expected to be completed by the fourth quarter of 2013-14.

Details about cost of project, amount spent and means of financing is as under as on 31^st March 2013 :

Sr. No.	Particular’s	3.25 LTPA Smelter		1200 MW TPP		Total
A.	Budgeted Project Cost		3,800		4,650		8,450
B.	Commitment till March 2013		3,774		4,449		8,223
C.	Work Executed till Mar 2013		3,466		4,230		7,696
D.	Spent till Mar 2013		2,898		3,391		6,289
E.	Borrowing as on 31st Mar 2013		1,116		2,618		3,734
F.	Met Through Internal Accruals		1,782		773		2,555
F.	Balance Funding Required (A-D)		902		1,259		2,161
G.	Funding Planned		—
i.	Additional Borrowing Planned (Foreign Currency Borrowing through buyers credit)		379		228		607
ii.	Balance to be met by Fresh Equity infusion		523		1031		1554
	Total		902		1,259		2,161

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Gross Debt Equity Ratio –

Before the Issue of Debt securities - As on 31st March 2013	1.09
After the Issue of debt securities - Considering position as on 31st March 2013	1.22

A brief History of the Issuer - Since inception

HISTORY

Bharat Aluminium Company Limited was incorporated in the year 1965 as a Public Sector Undertaking (PSU). BALCO has several “firsts” to its credit. It is the first public sector enterprise in the country which started producing aluminium in 1975. In 1987-88, a captive power plant of 270 MW was added to cater to the power requirement of the unit. BALCO has been the first in the Indian Aluminium Industry to produce the Alloy Rods, which is a Feedstock for all Aluminium Alloy Conductors, needed for today’s power transmission lines. In the last 41 years, BALCO has built up a production capacity of 200,000 tonnes per annum of alumina production capacity, 350,000 tonnes per annum of smelting capacity and expanded its fabrication facility to include three Properzi Rod Mills, three pig casting machines, integrated hot and cold rolling mills, and captive power plants of 810MW capacity.

Till 2001, BALCO was a public sector enterprise owned 100% by Government of India (GoI). In the year 2001, GoI divested 51% equity and management control in favour of Sterlite Industries (I) Limited.

BALCO is a subsidiary of Sterlite Industries (India) Limited. Sterlite Industries, which acquired management control of BALCO by acquisition of a 51.0% interest in BALCO from the Government of India on March 2, 2001. On March 19, 2004, SIIL gave notice to exercise its call option to purchase the Government of India’s remaining 49.0% shareholding in BALCO at a price determined in accordance with the shareholders’ agreement entered into by the Government of India and SIIL. The exercise of this option has been contested by the Government of India and is pending in mediation. Further, the Government of India retains the right and has expressed an intention to sell 5.0% of BALCO to BALCO employees.

OUR PROMOTERS

1) Government of India

2) Sterlite Industries (India) Limited

Sterlite Industries (India) Limited (SIIL) was incorporated on September 8, 1975 under the laws of India and maintains a registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin, State of Tamil Nadu 628 002, India.

SIIL was acquired by Mr. Anil Agarwat and his family in 1979 and has grown from a small wire and cable manufacturing company to one of India’s leading non-ferrous metals and mining companies. In 1988, SIIL completed an initial public offering of its shares in India. In 1991, SIIL commissioned a copper rod plant and in 1997 SIIL commissioned the first privately developed and licensed copper smelter in India at Tuticorin. In 2000, in order to obtain a source for some of the copper concentrate requirements of our Tuticorin smelter, SIIL acquired CMT, which owns the Mt. Lyell copper mine in Australia, and Thalanga Copper Mines Pty Ltd, or TCM, which owns 70% of the Highway Reward copper mine in Australia which has since closed in July 2005. CMT and TCM had been acquired by Monte Cello BV, or Monte Cello, in 1999, and SIIL acquired them through SIIL’s acquisition of Monte Cello from a subsidiary of Twin Star in 2000.

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On April 11, 2002, SIIL acquired through SOVL a 26.0% interest in HZL from the Government of India and a further 20.0% interest through an open market offer. On November 12, 2003, SIIL acquired through SOVL a further 18.9% interest in HZL following the exercise of a call option granted by the Government of India, taking SIIL’s interest in HZL to 64.9%. In addition, SOVL has a call option, which became exercisable beginning on April 11, 2007, to acquire the Government of India’s remaining ownership interest in HZL.

On October 3, 2006, SIIL acquired 100% of Sterlite Energy from Twin Star Infrastructure Limited, Mr. Anil Agarwal and Mr. Dwarka Prasad Agarwal for a total consideration of Rs. 4.9 million ($0.1 million). Sterlite Energy is SIIL’s subsidiary through which SIIL intends to pursue its plans to set up a thermal coal-based 2,400 MW power facility in the State of Orissa.

SIIL been a public listed company in India since 1988 and its equity shares are listed and traded on the NSE and BSE. Starting April 4, 2007, SIIL’s equity shares have been included in S&P CNX Nifty, a diversified index of 50 Indian stocks listed on the NSE. In June 2007, SIIL completed the ADS offering. SIIL ADSs are quoted on-the NYSE (NYSE: SLT).

SIIL is majority-owned and controlled subsidiary of Vedanta Resources Pic, a public company in the United Kingdom listed on the LSE and included in the FTSE 100 Index.

Details of share capital as on last quarter ended 31^st March 2013.

Particulars	No. of Equity Shares		Face Value		Amount in Rs.
Authorised Share Capital		500,000,000		Rs 10 each		500 Crores
Issued, subscribed and Paid-up Share Capital		220,624,500		Rs 10 each		220.62 Crores

Changes in capital structure (Equity) as on last quarter ended 31^st March 2013 for the last five years

NO Change in Capital Structure for the last five years

Equity Share capital history of the Company as on last quarter end, for the last five years

Sr. No.	Name of Shareholders	Number of Equity Shares of Rs. 10 each.		Percentage Holding
1.	President of India		10,81,06,005		49
2.	Sterlite Industries (India) Limited & its nominees holding 1 share each (with beneficial interest belonging to Sterlite Industries (India) Limited:- 1. Anil Agarwal 2. Ashish Dilwaria		11,25,18,495		51

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3. A. Pakrashi
4. S.N. Singh
5. Sandeep Verma
Total	22,06,24,500	100

Details of any acquisition or amalgamation in the last 1 year :

No acquisition or amalgamation has been done in last 1 year.

Details of any reorganization or reconstruction in the last 1 year:

No reorganization or reconstruction has been done in last 1 year.

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DETAILS OF SHAREHOLDING PATTERN AS ON THE LAST QUARTER ENDED 31^st MARCH 2013

Sr. No	Particulars	Total No of Equity Shares		No of shares in demat form		Total shareholding as % of total no of equity shares
1.	Sterlite Industries ( India) Limited		11,25,18,495		11,25,18,495		51	%
6.	President of India		10,81,06,005		Nil		49	%
	Total		22,06,24,500		11,25,18,495		100.00

Note: No shares have been pledged by promoters

Main Objects of the Company –

1) To carry on in India and elsewhere trades or business of metallurgists and miners including beneficiation of mineral, mineral dressing, concentration, smelting refining and the extraction, manufacture and fabrication, purchase and sale of and generally dealing in all metals and their products and alloys and in particular to manufacture and/or produce and/or otherwise engage generally in the manufacture or production of/or dealing in alumina, aluminium and aluminium products and by-products and the sale, dealing or other disposition of alumina, aluminium and aluminium

2) To do the business as power producer

List of top 10 holders of equity shares of the Company as on the latest quarter ended 31^st March 2013

Sr. No.	Name of the Shareholders	Total no of Equity shares		No of shares in demat form		Total shareholding as % of total no of equity shares
1.	President of India		10,81,06,005		Nil		49	%
2.	Sterlite Industries (India) Limited and its 5 nominee (1 share each)		11,25,18,495		11,25,18,495		51	%
	Total		22,06,24,500		11,25,18,495		100	%

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Details of the Borrowings of the Company as on the latest quarter ended 31^st March 2013.

Details of Secured Loan Facilities as on 31^st March 2013.

(Rs. Crs unless otherwise specified)

Lender’s Name	Type of Facility	Amount Sanctioned		Principle Amount outstanding		Repayment Date / Repayment Schedule	Details of Security
State Bank of India London	External Commercial Borrowing		1,068		1,068	Repayable in three annual installments on 11th August 2016, 11th August 2017, 11th August 2018	Secured by first pari passu charges on all the fixed assets (excluding land) of the project both present and future along with secured lenders.
DBS Sank Singapore	External Commercial Borrowing		135		135	Repayable in three equal annual Installments on 11th November 2013, 11th November 2014, 11th November 2015	Secured by first pari passu charges on all movable fixed assets including plant and machinery related 1200 MW power project and 3.25 LTPA Smelter projects both present and future along with secured lenders
LIC of India	Non Covertibe Debentures		500		500	Repayable three equal annual Installments on 17th November 2013, 17th November 2014, 17th November 2015	Secured by first pari passu charge on the Fixed Assets of the Company Including land and building with minimum assets cover of 1.33 times.
DBS Bank Singapore	Capex Buyers Credit		272		44	Repayable from May 2013 to June 2013	Secured by first pari passu charges on all movable fixed assets including plant & machinery related 1200 MW power project and 3.25 LTPA Smelter projects both present and future along with secured tenders.
Axis Bank Limited	Capex Buyers Credit		625		96	Repayable in the period from May 2014 to April 2016	Secured by a subservient charge on the current assets and movable fixed assets and negative lien on entire fixed assets of BALCO
ICICI Bank Limited	Capex Buyers Credit		1,600		1,030	Repayable in the period from October 2013 to November 2016	Secured by exclusive charge on assets to be imported under the facilities
HDFC /SBI/ICICI	WCDL/Cash Credit		400		175	Repayable in April 2013	Secured by way of hypothecation of stock of raw materials, work-in-progress, semi-finished, finished products, consumable stores and spares, bills receivables, book debts and all other movables, both present and future.
State Bank of India	Opex Buyers Credit		475		281	Repayable in financial year 2013-14	Secured by way of hypothecation of stock of raw materials, work-in-progress, semi-finished, finished products, consumable stores and spares, bills receivables, book debts and all other movables, both present and future.
ICICI Bank Limited	Opex Buyers Credit		250		178	Repayable in financial year 2013-14	Secured by way of hypothecation of stock of raw materials, work-in-progress, semi-finished, finished products, consumable stores and spares, bills receivables, book debts and all other movables, both present and future.

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Details of Unsecured Facilities as on 31^st March 2013

(Rs. Crs unless otherwise specified)

Lender’s Name	Type of Facility	Amt Sanctioned		Principle amount outstanding		Repayment Date / Repayment Schedule
Reliance Mutual Fund	Commercial Paper		200		200	31st May 2013
Reliance Mutual Fund	Commercial Paper		75		75	06th June 2013
Reliance Mutual Fund	Commercial Paper		100		100	24th May 2013
JP Morgan Mutual Fund	Commercial Paper		200		200	06th June 2013
Reliance Mutual Fund	Commercial Paper		50		50	30th May 2013
Birla Mutual Fund	Commercial Paper		65		65	06th June 2013
Kotak Mahindra Bank	Opex Buyers credit		200		102	Repayable in financial year 2013-14

Details of NCDs issued as on 31^st March 2013

Debenture Series	Tenor/ Period of maturity	Coupon	Amount	Date of Allotment	Redemption date/ Redemption Schedule	Credit Rating	Secured/ Unsecured	Security
5000- 12.25% Rated Secured Redeemable Non Convertible Debentures (NCDs)	7 Years	12.25%	Rs 500 crore	17th November 2008	Repayable three equal annual Installments on 17th November 2013, 17th November 2014, 17th November 2015	CRISIL AA Stable Outlook	Secured	Secured by first pari passu charge on the Fixed Assets of the Company Including land and building with minimum assets cover of 1.33 times.

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List of NCD holders as on 31st March 2013

Sr. No.	Name of the Debenture Holders	Rs. in Crs.
1	LIC of India	500

The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of subsidiary, JV entity, Group Company, etc) on behalf of whom it has been issued.

No Corporate guarantee issued

Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter ended 31^st March 2013 :

Maturity	Amount Outstanding
31st May 2013	Rs 200 Crores
06th June 2013	Rs 340 Crores
24th May 2013	Rs 100 Crores
30th May 2013	Rs 50 Crores
TOTAL	Rs 690 Crores

Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st March 2013.

Party name (in case of a facility)/ Instrument name	Type of facility / Instrument	Amt sanctioned / Issued	Principle amount outstanding	Repayment Schedule	Credit Rating	Secured / Unsecured	Security
			NIL

Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

The Company is discharging all its liabilities in time. The Company has been paying regular interest and principle whenever due. There has been no default in payment of due interest or redemption in relation to debt securities issued / debt taken by the Company in past 5 years.

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

No borrowings taken / debt securities issued (i) for consideration other than cash, in whole or part or (ii) at a premium or discount or (iii) in pursuance of an option.

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Details of the promoter Holding in the company as on latest quarter ended on 31^st March 2013

Sr. No	Name of the shareholders / Promoters	Total No of equity shares		No of shares in demat form		Total share holding as % of total no of equity shares			No of shares pledged		% of shares pledged with respect to shares owned
1	President of India		10,81,06,005		Nil		49	%		Nil		Nil
2	Sterlite Industries (India) limited & its nominees holding 1 share each (with beneficial interest belonging to Sterlite Industries (India) Limited:- 1. Anil Agarwal 2. Ashish Dilwaria 3. A. Pakrashi 4. S.N. Singh 5. Sandeep Verma		11,25,18,495		11,25,18,495		51	%		Nil		Nil
Total			22,06,24,500		11,25,18,495		100	%		Nil		Nil

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Abridged Standalone Balance sheet as on 31^st March 2013 and 31^st March 2012

(Rupees in Crores)

Particulars		Note No.		As at March 31, 2013		As at March 31, 2012
I.	EQUITY AND LIABILITIES
1	Shareholders’ funds
	(a)    Share capital		3		220.62		220.62
	(b)    Reserves and surplus		4		4,118.62		4,050.44
2	Non-current liabilities
	(a)    Long-term borrowings		5		2,527.44		2,268.60
	(b)    Deferred tax liabilities (net)		—		131.00		131.92
	(c)    Other long-term liabilities		6		310.35		240.93
	(d)    Long-term provisions		7		141.32		129.52
3	Current liabilities
	(a)    Short-term borrowings		8		1,435.98		403.04
	(b)    Trade payables		9		262.89		349.41
	(c)    Other current liabilities		10		1,330.19		2,051.36
	(d)    Short-term provisions		11		17.35		35.47
	TOTAL				10,495.76		9,881.31
II.	ASSETS
	Non-current assets
1	(a)    Fixed assets
	(i)     Tangible assets		12		1,759.22		1,860.44
	(ii)    Intangible assets				7.31		—
	(iii)  Capital work-in-progress				7,550.79		6,506.81
	(b)    Long-term loans and advances		13		173.41		270.39
2	Current assets
	(a)    Inventories		14		542.01		549.05
	(b)    Trade receivables		15		181.70		182.88
	(c)    Cash and cash equivalents		16		0.72		248.28
	(d)    Short-term loans and advances		17		280.60		263.11
	(e)    Other current assets		18		—		0.35
	TOTAL				10,495.76		9,881.31

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Abridged Standalone Statement of Profit and Loss for the year ended on 31^st March 2013 and 31^st March 2012

(Rupees in Crores)

Particulars		Note No		Year ended March 31, 2013			Year ended March 31, 2012
I.	Revenue from operations				4,329.27			4,084.29
	Less: Excise duly				(412.55	)		(322.20	)
	Revenue from operations (net)		19		3,916.72			3,762.09
II.	Other income		20		36.51			62.30
III.	Total Revenue (I + II)				3.953.23			3,824.39
IV.	Expenses:
	Cost of materials consumed		21		1,442.86			1,283.95
	Purchases of Stock-in-Trade				45.02			—
	Changes in inventories of finished goods, work-in-progress and stock-in-trade		22		(13.86	)		(14.42	)
	Employee benefits expense		23		322.42			307.03
	Finance costs		24		60.10			33.30
	Depreciation		12		261.16			270.30
	Other expenses		25		1,778.93			1,636.52
	Total expenses				3,896.63			3,516.68
V.	Profit before exceptional and extraordinary items and tax (III - IV)				56.60			307.71
VI.	Exceptional items
	Voluntary retirement scheme				—			6.19
VII.	Profit before tax (V-VI)				56.60			301.52
VIII.	Tax expense:
	-Current tax		26		4.20			60.37
	-Deferred tax				(5.38	)		(24.52	)
IX.	Profit for the period (VII-VIII)				53.38			265.67
X.	Earnings per equity share:		—
	Basic and Diluted (in Rs. per share)				2.65			12.04

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Abridged Standalone Cash Flow Statement for the year ended on 31^st March 2013 and 31^st March 2012

(Rupees in crores)

		March 31, 2013					March 31, 2012
A.	Cash flow from operating activities
	Profit before tax				56.60					301.52
	Adjusted for:
	- Depreciation and amortisation expense		261.16					270.30
	- Interest income		(22.48	)				(22.68	)
	- Finance cost		47.96					22.86
	- (Profit)/loss on sale of current investments		(0.85	)				(3.56	)
	- Gain on mark to market of investments		—					0.05
	- (Profit)/loss on sale of fixed assets (net)		8.96					(13.48	)
	- Net loss on foreign currency transactions and translation		20.69					51.47
	- Bad debts/advances/claims written off		1.07					3.14
	- Unclaimed Liabilities/provisions written back (net)		(11.33	)				(23.18	)
	- Hedging Reserve		14.87					—
	- Deferred government grant		(0.01	)	320.04			(0.01	)	284.91
	Operating profit before working capital changes Adjusted for:				376.64					586.43
	- (Increase)/Decrease in Trade receivables		2.23					(38.29	)
	- (Increase)/Decrease in Inventories		7.04					(63.05	)
	- (Increase)/Decrease in Long-term loans and advances		(3.09	)				(7.91	)
	- (Increase)/Decrease in Short-term loans and advances		(35.36	)				(76.26	)
	- Increase/(Decrease) in Long-term provisions		11.80					10.82
	- Increase/(Decrease) in Trade payables		(77.26	)				102.27
	- Increase/(Decrease) in Other current liabilities		58.19					15.70
	- Increase/(Decrease) In Short-term provisions		(13.92	)	(50.37	)		11.83		(44.79	)
	Cash generated from operations				326.27					541.64
	Income taxes paid (net)				(2.03	)				(59.92	)
	Net cash from operating activities				324.24					481.72
B.	Cash flow from Investing activities
	Capital expenditure on fixed assets including capital advances				(643.19	)				(1,427.26	)
	Sale of fixed assets				2.13					16.18
	Purchases of current investments				(1,765.20	)				(2,757.00	)
	Sale of current investments				1,766.05					2,883.56
	Interest received				27.78					32.34
	Bank balances not considered as cash and cash equivalents
	- Deposits placed				(0.56	)				(155.56	)
	- Deposits matured				0.56					330.55
	Net cash used in investing activities				(612.43	)				(1,077.18	)
C.	Cash flow from financing activities
	Net proceeds from working capital loan				635.92					177.98
	Proceeds from long-term borrowings				102.19					1,439.72
	Proceeds from other-short term borrowings				581.98					159.64
	Repayment of long-term borrowings				(844.46	)				(491,05	)
	Repayment of other short-term borrowings				(198.29	)				(270.78	)
	Interest and finance charges paid				(236.71	)				(167.21	)
	Dividend paid and tax thereon paid				—					(6.40	)
	Net cash from financing activities				40.63					841.80
	Net (decrease)/increase in cash and cash equivalents				(247.56	)				246.34
	Cash and cash equivalents as at the beginning of the year				248.14					1.80
	Cash and cash equivalents as at the end of the year				0.58					248.14
	Reconciliation of Cash and cash equivalents with the balance sheet
	Cash and cash equivalents as per balance sheet (refer note 16)				0.72					248.28
	Less:- Bank balances not considered as cash and cash equivalents				(0.14	)				(0.14	)
	Cash and Bank balance as at the end of the year				0.58					248.14

Notes:

1) Bank balances not considered as cash and cash equivalents consists of lien on fixed deposits amounting to Rs. 0.14 crs (2012: Rs. 0.14 crs)

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Abridged Standalone Balance sheet as on 31^st March 2011 and 31^st March 2010

(Rupees in crores)

	Schedule		31. 03. 2011				31. 03. 2010
SOURCES OF FUNDS
Shareholders’ funds
Capital		1		220.62				220.62
Reserves and surplus		2		3,784.78				3,350.33
					4,005.10				3,570.95
Loan funds
Secured loans		3			2,143.91				1,711.06
Unsecured loans		4			318.32				300.51
Deferred tax liability (net)		5			156.45				146.96
Total					6,624.08				5,729.48
APPLICATION OF FUNDS
Fixed assets		6
Gross block				4,954.20				4,946.64
Less: Depreciation				2,917.87				2,672.38
Less: Impairment								32.59
Net block				2,036.33				2,241.67
Add: Capital work-in-progress {including advances Rs. 439.36 cr, (2010 : Rs. 896.56 cr)}				4,664.22	6,700.55			2,868.74	5,110.41
Investments		7			123.05				719.18
Current assets, loans and advances
Inventories		8		486.00				536.49
Sundry debtors		9		144.31				86.59
Cash and bank balances		10		176.94				4.78
Other current assets		11		2.95				—
Loans and advances		12		257.52				269.66
				1,067.72				897.52
Less : Current liabilities and provisions
Current liabilities		13		1,119.04				889.81
Provisions		14		148.20				107.82
				1,267.24				997.63
Net current assets/(liabilities)					(199.52	)			(100.11	)
Total					6,624.08				5,729.48
Notes to accounts		20

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Abridged Standalone Statement of Profit and Loss for the year ended on 31^st March 2011 and 31^st March 2010

(Rupees in crores)

	Schedule		31. 03. 2011			31. 03. 2010
INCOME
Sales [refer note 20(B) 33 and 20(B) 22(c)]				3,930.70			3,641.22
Less: Excise				310.81	3,619.89		220.91		3,420.31
Other income		15			109.20				119.63
					3,729.09				3,539.94
EXPENDITURE
Manufacturing and other expenses		16		2,275.90			2,158.16
Employees’ remuneration and benefits		17		361.63			271.95
Administrative and selling expenses		18		148.79			110.97
Interest and finance charges		19		20.05			26.05
Depreciation [refer note 20(B) 15]				321.66			364.66
					3,128.03				2,931.79
Profit Before Exceptional Item and Tax					601.06				608.15
Exceptional Item
Voluntary retirement scheme [refer note 20(B) 12]					35.66				23.43
Profit Before Tax					565.40				584.72
Taxation
- Current Tax
- For the year				103.94			107.13
- For earlier years				11.08			(12.73	)
- Deferred Tax
- For the year				9.49			(50.16	)
- For earlier years				—			4.46
- Wealth tax				0.03			0.04
					124.54				48.74
Profit After Taxation					440.86				535.98
Balance brought forward from Previous Year					2,710.60				2,281.05
Amount available for Appropriation					3,151.46				2,817.03
APPROPRIATIONS
Dividend					5.51				5.51
Corporate dividend tax					0.89				0.92
Debenture Redemption Reserve					100.00				100.00
Balance carried to Balance Sheet					3,045.06				2,710.60
					3,151.46				2,817.03
Basic and diluted earnings per share (Rs.) [refer note 20(B) 30]					19.98				24.29
Notes to accounts		20

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Abridged Standalone Cash Flow Statement for the year ended on 31^st March 2011 and 31^st March 2010

(Rupees in crores)

		31. 03. 2011					31. 03. 2010
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Net profit before tax				565.40					584.72
	Adjusted for:
	- Depreciation		321.66					364.66
	- Interest earned		(28.98	)				(34.11	)
	- Interest and finance charges		20.05					36.69
	- Dividend income		(3.81	)				—
	- Profit on sale of investments-current (net)		(14.82	)				(3.45	)
	- Mark to market adjustments on investments		(0.05	)				(14.16	)
	- Profit on sale of fixed assets (net)		(27.30	)				(11.03	)
	- Unrealized exchange differences		(21.50	)				(20.35	)
	- Provision for doubtful debts/advances							5.98
	- Bad debts/advances written off		5.36					1.12
	- Sundry liabilities written back		(10.39	)				(28.71	)
	- Deferred government grant		(0.01	)	240.21			(0.01	)	296.63
	Operating profit before working capital changes				805.61					881.35
	Adjusted for:
	- Trade and other receivables		(39.91	)				107.05
	- Inventories		50. 49					(45.81	)
	- Current liabilities and provisions		70.36		80.94			94.54		155.78
	Cash generated from operations				886.55					1,037.13
	Direct taxes paid (net)				(118.14	)				(90.44	)
	Net cash from operating activities				768.41					946.69
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Purchase of fixed assets and Capital work-in-progress				(1,625.94	)				(1,635.79	)
	Sale of fixed assets				45.51					25.11
	Purchases of Investments				(7,966.24	)				(9,386.27	)
	Sale of Investments				8,581.06					8,946.94
	Interest received				26.03					44.99
	Fixed deposit of more than three months placed				(875.00	)				(250.00	)
	Fixed deposit of more than three months repaid				700.00					850.00
	Net cash used in investing activities				(1,114.58	)				(1,405.02	)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Net proceeds from working capital loan				7. 48					2.47
	Proceeds from long term borrowings				631.04					1,144.52
	Proceeds from other short term borrowings				228.59					80.00
	Repayment of long term borrowings				(151.02	)				(551.72	)
	Repayment of other short term borrowings				(232.40	)				(77.28	)
	Interest and finance charges paid				(133.93	)				(136.34	)
	Dividend paid and tax thereon				(6.43	)				(6.45	)
	Net cash from/(used in) financing activities				343.33					455.20
	Net increase/(decrease) in cash and cash equivalents				(2.84	)				(3.13	)
	Cash and cash equivalents as at the beginning of the year				4.64					7.77
	Cash and cash equivalents as at the end of the year				1.80					4.64
	Fixed deposits held for more than three months				175.14					0.14
	Cash and bank balance as per schedule 10				176.94					4.78

Note:

1) Fixed deposits held for more than three months includes lien on fixed deposits amounting to Rs. 0.14 crs (2010; Rs. 0.14 crs)

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DETAILS OF SECURITIES ISSUED AND SOUGHT TO BE LISTED

Security Name	BALCO Series 1 8.58% Nov 2015 and BALCO Series 2 8.60% May 2016
Issuer	Bharat Aluminium Company Limited
Type of Instrument	Rated, Taxable, Secured, Listed, Redeemable, Non-Convertible Debentures
Nature of Instrument	Secured
Seniority	Senior
Mode of Issue	Private Placement
Eligible Investors	This Information Memorandum / Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include Commercial Banks, Financial Institutions including Development Financial Institutions, Companies and Bodies corporate including Public Sector Undertakings, Insurance Companies, Mutual Funds, Provident Funds, Gratuity Funds, Pension Fund and such other category of investors as expressly authorised to invest in the Debentures.
Listing	The Debentures shall be listed on National Stock Exchange of India Limited (“NSE”). Listing will be done within 15 Working Days from the Deemed Date of Allotment.
Rating of the Instrument	CRISIL AA/Stable by CRISIL
Issue Size	Rs. 500 Crores (5000 Non Convertible Debentures of Rs. 10,00,000/- each)
Option to retain Oversubscrition	Not Applicable
Object of the issue / Utilization of the Issue Proceeds	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements, loan repayment and general corporate purpose
Series	Series	No of NCDs	Face Value per Debenture	Amount
	1	2500	Rs. 10,00,000	Rs. 250 Crs
	2	2500	Rs. 10,00,000	Rs. 250 Crs
	Total	5000		Rs. 500 Crs
Tenor	Series 1: 30 months from the Deemed Date of Allotment Series 2: 36 months from the Deemed Date of Allotment
Coupon Rate / Interest Rate	Series 1: 8.58% p.a Series 2: 8.60% p.a
Redemption Schedule	Series	Redemption Dates	No of NCD to be redeemed	Redemption Price per Debenture	Redemption Amount redeemed
	1	November 30, 2015	2500	Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date
	2	May 31, 2016	2500	Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date

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Step Up / Step Down Coupon Rate	Not Applicable
Coupon Payment Frequency	annual
Coupon Payment Dates
	Series 1	Series 2
	June 2, 2014	June 2, 2014
	June 1, 2015	June 1, 2015
	November 30, 2015	May 31, 2016
	Final coupon payment shall be made at the respective Redemption Dates as mentioned above
Coupon Reset Process	Not Applicable
Coupon Type	Fixed
Day count basis	Actual / Actual (366 days in a leap year)
Interest on Application Money	If applicable, Interest at applicable coupon rate for respective series (i.e.8.58% p.a for Series I and 8.60% for series 2) will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand drafts (s) /RTGS up to but excluding the Deemed Date of Allotment
Default Rate	In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% per annum over and above the Coupon rate will be payable by the Company for the defaulting period
Issue Price / Face Value	At par. Rs. 10,00,000/- per debenture
Redemption Amount	At Par. Face value of the Debenture plus any coupon which may have accrued on the Redemption Date
Redemption Premium / Discount	Nil
Minimum Application Size	1 Debenture of Rs. 10,00,000/- each and in multiple of 1 Debenture thereafter for each series
Market Lot	1 Debenture
Discount at which security is issued	Nil
Put & Call Option	None
Put Option Date	Not Applicable
Put Option Price	Not Applicable
Call Option Date	Not Applicable
Call Option Price	Not Applicable
Put Notification time	Not Applicable
Call Notification time	Not Applicable
Issue Timing
Issue Opening Date	May 31, 2013
Issue Closing Date	May 31, 2013
Pay-in Date	May 31, 2013
Deemed Date of Allotment	May 31, 2013
Issuance Mode	Dematerialised only
Trading Mode	Dematerialised only

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Settlement Mode of the Instrument	The payment of the due interest and / or principal shall be done by way of RTGS/Electronic fund transfer/ cheque to the holders of the NCDs as on the Record Date
Settlement	Credit to the demat account of the investor shall be given within 2 Working Days from the Deemed date of the allotment
Depository	National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (“CDSL”)
Business Days / Working Days	All days on which banks in Mumbai are open for business except Saturday, Sunday and any Public holiday.
Record Date	The record date shall be 15 Days before each relevant payment date(s) including interest payments and /or principal repayments / payments on redemption for determining the beneficiaries of the Debentures. In case the Record Date/Book Closure Date falls on Sunday/Saturday/Holiday, the day prior to the said Sunday/Saturday/Holiday will be considered as the record date/book closure date.
Security	First pari passu charge over fixed assets of the Company with minimum security cover of 1.10 times of the outstanding amount to be maintained during the currency of the Debentures The security shall be created within 90 days from the Deemed Date of Allotment.
Transaction Documents	•     This Document (Information Memorandum / Disclosure Document) •     Debenture Trustee Agreement •     Debenture Trust Deed •     Deed of Hypothecation, if any •     Any other security documents as may be prescribed by the Debenture Trustee
Condition Precedent to Disbursement	The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following: 1. Rating letter(s) from the aforesaid rating agency not being more than one month old from the issue opening date; 2. Letter from the Trustees conveying their consent to act as Trustees for the Debenture holder(s)
Conditions subsequent to subscription of Debentures	The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Disclosure Document: 1. Credit of Demat account(s) of the allottee(s) by number of Debentures allotted within 2 working days from the Deemed Date of Allotment; 2. Making application to NSE within 15 days from the Deemed Date of Allotment to list the Debentures 3. Execution of Debenture Trust Deed and execution of requisite security documents for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc. Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure Document.
Event of Default	As mentioned in the Debenture Trust Deed to be executed between the Company and the Debenture Trustee.
Provision related to Cross Default Clause	Not Applicable
Name of the Debenture	IL&FS Trust Company Limited

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Trustee
Roles and Responsibilities of Debenture Trustee	As mentioned in the Debenture Trust Deed to be executed between the Company and the Debenture Trustee
Governing laws and jurisdiction	The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debentureholders, by purchasing the Debentures, agree that the Mumbai Courts shall have exclusive jurisdiction with respect to matters relating to the Debentures.

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SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES

The Company is discharging all its liabilities in time. The Company has been paying regular interest and principle whenever due. There has been no default in payment of due interest or redemption in relation to debt securities issued / debt taken by the Company prior to the date of this Information Memorandum / Disclosure Document.

Permission / Consent for First Pari - Passu Charge

If applicable, in the event of any permission / consent is required to be obtained to create security, the same shall be done prior to the creation of the security subject to the provisions under the clause “Security” mentioned elsewhere in the document.

MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

The Company, in the ordinary course of its business, enters into various agreements, which may contain certain financial obligations and/or provisions which may have an impact on its financial condition. Such contracts or agreements may be inspected at the Registered Office of the Issuer from 11.00 am to 1.00 pm from the date of this Information Memorandum / Disclosure Document, until the date of closure of this Issue.

1) Certified true copy of the Memorandum and Articles of Association of the Company.

2) Copy of Board Resolution \ Committee Resolution regarding the issue of non convertible debentures

3) Copy of the letter from Registrar to the Company giving their consent to act as the registrar and transfer agent to the issue.

4) Copy of letter from the Debenture Trustee to the Company giving their consent to act as the Debenture Trustee to the issue.

Material Documents:

1) Certified true copies of the Memorandum and Articles of Association of the Company, as amended from time to time.

2) Copy of the Certificate of Incorporation of the Company

3) Certified true copy of the Resolution(s) of the Company passed at the Annual General Meeting for increase in borrowing limits.

4) Copies of Annual Reports of the Company for the last two financial years.

5) Certified true copy of the Resolution of the members of the Company passed at the Annual General Meeting appointing Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors of the Company.

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6) Copy of the tripartite agreement between the Company, Registrar and National Securities Depository Limited.

7) Copy of the tripartite agreement between the Company, Registrar and Central Depository Services (India) Limited.

Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities-

No material event/ development or change has occurred at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

BRIEF OFFER DETAILS

(a) The Issue

The Company proposes to issue upto 5000 Rated, Taxable, Secured, Listed, Redeemable, Non-convertible debentures of face value of Rs. 10 lakhs each, aggregating upto Rs. 500 Crores, to be issued at par on a private placement basis in the financial year 2013-14.

(b) Utilization of the Issue Proceeds

The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements, loan repayment and general corporate purpose

(c) Rating

The Company has obtained long term rating of CRISIL AA / Stable for this debenture issue.

(d) Redemption Schedule

Series	Redemption Dates	No of NCD to be redeemed		Redemption Price per Debenture		Redemption Amount redeemed
1	November 30, 2015		2500		Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date
2	May 31, 2016		2500		Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date

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(e) Maturity Period

Series 1: 2.5 years (30 months from the Deemed Date of Allotment)

Series 2: 3 years (36 months from the Deemed Date of Allotment)

(f) Coupon

Series I : 8.58% pa payable annually. Redemption will be at Par.

Series II: 8.60% pa payable annually. Redemption will be at Par.

(g) Discount / Effective Price to Investor

The Debentures are being issued at face value and no discount shall be offered on the Debenture. Hence the Investor shall pay 100% of the Issue Price.

(h) Security

The debentures shall be secured by first pari passu charge over fixed assets of the Company with minimum security cover of 1.10 times of the outstanding amount to be maintained during the currency of the Debentures. The security shall be created within 90 days from the Deemed Date of Allotment.

Description of Security:

The following assets have been indentified for providing security cover of 1.10 times of the outstanding amount to be maintained during the currency of the Debentures :

The debentures shall be secured by first pari passu over Fixed Assets situated in state of Maharashtra or Gujarat and in Korba Chattisgarh.

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DEBENTURE TRUSTEE

The Company has appointed IL&FS Trust Company Limited as the Debenture Trustee. All the rights and remedies of the Debentureholders shall vest in and shall be exercised by the Debenture Trustee. All investors are deemed to have irrevocably given their authority and consent to IL&FS Trust Company Limited to act as their Debenture Trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debentureholders shall discharge the Company pro tanto to the Debentureholders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the Debentureholders in such an event shall be provided for the same.

The Debenture Trustee shall duly intimate the Debentureholders by issuing a release on occurrence of any of the following events:

(a) default by the Company to pay interest on the Debentures or redemption amount;

(b) failure of the Company to create a charge on the assets for the secured Debentures within stipulated time period;

(c) revision of credit rating assigned to the Debentures.

(d) breach of financial covenants by the Company

Such information shall also be placed on the websites of the Debenture Trustee, the Company and the Stock Exchange.

IL&FS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issuer under Regulation 4(4) of the SEBI Regulations and for inclusion of its name in the form and context in which it appears in this Information Memorandum / Disclosure Document.

APPLICATION FOR THE DEBENTURES

How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic transfer drawn or made payable in favour of “Bharat Aluminium Company Limited” and should be crossed “Account Payee only”. The full amount of the issue price for the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below.

Cheques/demand drafts/electronic transfer may be drawn on any scheduled bank and payable at Chattisgarh.

The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.

Who can apply

Nothing in this Information Memorandum / Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum / Disclosure Document, and this Information Memorandum / Disclosure Document and its contents should not be construed to be a prospectus under the Act.

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This Information Memorandum / Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include banks, financial institutions including development financial institutions, companies and bodies corporate, insurance companies, Mutual Funds and such other category of investors as expressly authorised to invest in the Debentures.

Application by Banks/ Corporate Bodies/ Mutual Funds/ Financial Institutions/ Trusts/ Statutory Corporations / Insurance Companies

The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bye-laws/trust deed; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories; and (iv) necessary form for claiming exemption from deductions on interest on application money. Application made by an asset management company or a custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made.

Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Registered Office.

Submission of completed Application Form

All applications duly completed accompanied by account payee cheques/drafts/application money/transfer instructions from the respective investor’s account to the account of the Issuer, shall be submitted at the Registered/Head Office of the Issuer.

Issue Programme

ISSUE OPENING DATE	31st May 2013
ISSUE CLOSING DATE	31st May 2013
PAY IN DATE	31st May 2013
DEEMED DATE OF ALLOTMENT	31st May 2013

The Company reserves the right to change the Issue programme, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum / Disclosure Document.

Mode of Payment

All cheques/drafts/transfers/RTGS must be made payable to “Bharat Aluminium Company Limited”.

Details for RTGS payments are mentioned in the instructions as part of the application form in Annexure III.

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Procedure and Schedule for Allotment and Issue of Certificates

On the Debentures being subscribed under this offer, the Debentures would be allotted by such persons as are authorized by the Board / Committee of Directors from time to time. The allotment would be intimated by way of a Letter of Allotment. The Company will execute and dispatch, such Letter of Allotment or refund letter along with refund amount, not later than seven working Days after receipt of completed Application Form or the Deemed Date of Allotment, whichever is later.

After completion of all legal formalities, the Company will issue the Debentures certificate(s)/credit the DP account of the allottees against surrender of the Letter(s) of Allotment within three month(s) of the Deemed Date of Allotment or such extended period, subject to obtaining the approvals, if any.

Basis of Allotment

The Company has the sole and absolute right to allot the Debentures to any applicant.

Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole and absolute discretion of the Company.

Dispatch of Refund Orders

The Company shall ensure dispatch of refund orders by registered post or by way of RTGS within seven working days from the Deemed Date of Allotment.

Loss of Interest Cheques/Refund Cheques

Loss of interest cheques/refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company.

Interest on Application Money

If applicable, Interest at applicable coupon rate for respective series (i.e.8.58% p.a. for Series I and 8.60% for Series II) will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand drafts (s) /RTGS up to but excluding the Deemed Date of Allotment. The interest payable on application money will be credited within 3 Working Days after the Deemed Date of Allotment. The letters of Allotment/Allotment advice/refund orders, as the case may be, will be sent by registered post/courier/hand delivery within seven days from the Deemed Date of Allotment to the first/sole applicant, at the sole risk of the applicant. The payment will be subject to tax deducted at source at the rates prescribed under the provisions of the IT Act or any other statutory modification or re-enactment thereof.

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Tax exemption certificates, if applicable, in respect of non-deduction of tax on interest on application money must be submitted along with the Application Form. It is clarified that interest shall not be paid on invalid and incomplete Application Forms.

Interest at the applicable coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. All the applications for transfer shall be accepted only at the Corporate Office of the Company.

In the case of joint holders of Debentures, interest shall be payable to the first named Debenture holder. For the purpose of registering a transfer of Debentures prior to the Record Date, the Debenture certificate(s)/Letter(s) of the Allotment, a duly stamped transfer deed and all supporting documents must reach the Company at its Registered Office at least seven Working Days before the Record Date. The provisions of the Depositories would be complied with by the Registrar for facilitating payment by the Company on the respective payment date.

Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office/Head office of the Issuer, at least 15 days before the relevant interest payment becoming due.

Computation of Interest

Interest for each of the interest periods shall be calculated, on ‘actual/ 365 days’ (actual/366 in case of a leap year) basis, on the face value of principal outstanding on the Debentures at the coupon rate rounded off to the nearest Rupee. The interest on Debentures shall be paid on a annual basis. If for instance, the Deemed Date of Allotment is 31^st May 2013, interest shall be payable on annual basis with the first interest payment being made on 31^st May, 2014 and the final interest payment shall be made along with redemption at respective Redemption Dates. (These dates shall accordingly change with a change in the Deemed Date of Allotment or due to non-Working day, if any)

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Redemption Schedule*

Redemption schedule is mentioned below (assuming Deemed Date of Allotment as 31st May 2013):

Series	Redemption Dates	No of NCD to be redeemed		Redemption Price per Debenture		Redemption Amount redeemed
1	November 30, 2015		2500		Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date
2	May 31, 2016		2500		Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date

Its is amply clarified that the Debentures would be redeemed by bullet repayment on final Redemption Date for each of the Series.

* This may change due to change in Deemed Date of Allotment

Payment on Redemption

Payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per the beneficiary list provided by the Depositories as on the Record date. The Debentures shall be taken as discharged on payment of the redemption amount by the Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of the Company towards the Debentureholders. On such payment being made, the Company will inform the Depositories and accordingly the account of the Debentureholders with the Depositories will be adjusted. The Company’s liability to the Debentureholder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after the maturity date, in all events save and except for the Debentureholder’s right of redemption as stated above. Upon dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished and the Company shall request Debenture Trustee to issue No Due Certificate and release the Security.

Interest Rate in case of Default

In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% per annum over and above the coupon rate will be payable by the Company for the defaulting period.

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Delay in Listing

In case of delay in listing of the Debentures beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1% pa over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such Debentures to the investor.

Issue of Debenture Certificates

After completion of all legal formalities, the Company will issue the Debentures certificate(s) within the time specified under the applicable laws. The Company shall credit the depository account of the allottee within two Working Days from the Deemed Date of Allotment.

Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode since the saleable lot is one Debenture.

Power of Company to exercise right to re-purchase and/or re-issue the Debentures

The Company will have the power, exercisable at its sole and absolute discretion from time to time, to repurchase a part or all of its Debentures from the secondary markets, at any time prior to the Maturity date, subject to applicable law and in accordance with the prevailing guidelines/regulations issued by the RBI, the SEBI and other authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further, in respect of such re-purchased/re-deemed Debentures, the Company shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.

Eligible Holders and Mode of Transfer

The title to the Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by the Debentures certificate(s) together with necessary supporting documents. The transferee(s) should deliver the Debenture certificates to the Company for registration of transfer in the Register of Debentureholders at the Registered Office. The Company on being satisfied will register the transfer of such Debentures in its Register of Debentureholders. The person whose name is recorded in the Register of Debentureholders shall be deemed to be the owner of the Debenture.

Debentures

Request for registration of transfer, along with the necessary documents, and all other communications, requests, queries and clarifications with respect to the Debentures should be addressed to and sent to the Registered Office of the Company. No correspondence shall be entertained in this regard at any other branches or any of the offices of the Company. In the event the Debentures are issued in physical form, the Company shall, use a common form of transfer.

The request from Registered Debentureholder(s) for splitting/consolidation of Debenture certificates will be accepted by the Company only if the original Debentures certificate(s) is/are enclosed along with an acceptable letter of request. No requests for split below the market lot will be entertained.

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Transfer of debentures in dematerialised form would be in accordance to the rules/procedures as prescribed by the Depositories.

Future Borrowings

As long as the Company maintains the stipulated security cover on the NCD, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Trustee.

Further, the Company shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained. However Company shall inform Debenture Trustee before such borrowings are availed along with the security cover /asset cover certificate certifying the stipulated asset cover is maintained post such new borrowings.

Succession

In the event of demise of a Registered Debentureholder being an Individual, the Company will recognize the executor or administrator of the demised Registered Debentureholder or the holder of succession certificate or other legal representative of the demised Registered Debentureholder as the Registered Debentureholder of such Debentures, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debentureholder(s) on production of sufficient documentary proof or indemnity. In case of joint holders, on demise of the first holder, the surviving joint holder shall be recognized as the Registered Debentureholder of such debentures on production of death certificate of the demised Debentureholder. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or any such person appointed as per the applicable law.

Issue of Duplicate Debenture Certificates

If any Debenture certificate(s) is/are mutilated or defaced, then, upon production of such certificates at the Registered Office, the same will be cancelled and a new Debenture certificate will be issued in lieu thereof. If any Debenture certificate is lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity as the Company may deem adequate and upon payment of any expenses incurred by the Company in connection thereof, new certificate(s) shall be issued.

Notices

The Company agrees to send notice of all meetings of the Debentureholders specifically stating that the provisions for appointment of proxy as mentioned in Section. 176 of the Act shall be applicable for such meeting. The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered

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Debentureholder(s) at the address of such Debentureholder(s) registered with the Registered Office of the Company.

All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same.

Rights of Debentureholders

The Debentureholder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

Modifications of Rights

The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company.

Debenture Redemption Reserve (DRR)

Pursuant to Regulation 16 of the SEBI Regulations and Section 117C of the Companies Act, any company that intends to issue debentures needs to create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. Accordingly, the Company shall create “DRR of 25% of the value of Debentures issued and allotted in terms of this Information Memorandum, for the redemption of the Debentures. The Company shall credit adequate amounts to the DRR from its profits every year until the debentures are redeemed. The amounts credited to the DRR shall not be utilized by the Company for any purpose other than for the redemption of the Debentures. The Company shall before 30^th April, deposit or invest, a sum which shall not be less than 15% of the amount of debentures maturing during the year ended on 31^st day of March, next in permitted investments. The amount deposited or invested shall not be utilized for any purpose other than for the repayment of debentures maturing during the year.

Governing Laws and Jurisdiction

The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debentureholders, by purchasing the Debentures, agree that the Mumbai Courts shall have exclusive jurisdiction with respect to matters relating to the Debentures.

Effect of Holidays

Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, Interest Payment Date, maturity date or redemption date fall on a Saturday or Sunday or a public holiday or no high value

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clearing or RTGS is available for any reason whatsoever at a place where the Registered/Head Office is situated, the next Working Day shall be considered as the effective date for such payment.

In case Interest Payment date does not fall on a Working day, the payment shall be made on a next Working day without any interest for the period overdue. In case the Redemption Date / Maturity Date does not fall on a Working day then the payment shall be made on the next Working Day along with the additional interest for the period overdue.

Such payment on the next working day would not constitute non-payment on due date.

Tax Deduction at Source

Tax as applicable under the IT Act or any other statutory modification or re-enactment thereof will be deducted at source on the interest payable on the Debentures. Tax exemption certificate/document/form, under Section 193 of the IT Act if any, must be lodged at the Registered Office of the Issuer, at least 15 days before the relevant interest payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form.

The Issuer shall be entitled to deduct appropriate taxes or other deductions as required to be withheld on the redemption amount or any other Debenture payments at the rates prevailing from time to time under the provisions of the IT Act or any other law, or any other statutory modification or re-enactment thereof. In case any Debenture holder, wishes to avail a lower rate of withholding tax pursuant to the provisions of any tax treaty entered into by India with the country of residence of such Debenture holder, then such Debenture holder shall need to provide an appropriate representation / documentation to the satisfaction of the Issuer for claiming a lower rate of withholding tax under the respective tax treaty.

Record Date

The record date shall be 15 Days before each relevant payment date(s) including interest payments and/or principal repayments / payments on redemption for determining the beneficiaries of the Debentures.

In case the Record Date/Book Closure Date falls on Sunday/Saturday/Holiday the day prior to the said Sunday/Saturday/Holiday will be considered as the record date/book closure date.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Role & Limit of Responsibility / Liability of the Arranger(s)

It is hereby declared that the Company/ Issuer has exercised due-diligence, to ensure complete compliance of prescribed disclosure norms in this Information Memorandum / Disclosure Document. The role of the Arranger(s) in the assignment is confined to placement of the Debentures on the basis of this Information Memorandum / Disclosure Document as prepared by the Company. The Arranger(s) have neither scrutinized or vetted nor have they done any due-diligence for verification of the contents of this Information Memorandum / Disclosure Document. Arrangers shall use this Information Memorandum / Disclosure Document for the purpose of soliciting subscription(s) from qualified investor(s) in the Debentures to be issued by us on private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum / Disclosure Document by the Arranger(s) should not in any way be deemed or construed to mean that the Information Memorandum / Disclosure Document has been prepared, cleared, approved or vetted by the Arranger(s) nor should the contents to this Information Memorandum / Disclosure Document in any manner be deemed to have been warranted, certified or endorsed by the Arranger(s) as to the correctness or completeness thereof.

Disclaimer in respect of Jurisdiction

This Issue is made in India to investors as specified under clause “Who Can Apply” of this Information Memorandum / Disclosure Document, who shall be specifically approached by the Company. This Information Memorandum / Disclosure Document does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This Information Memorandum / Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

Company Disclaimer Clause

The Company certifies that the disclosures made in this Information Memorandum / Disclosure Document are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in the Information Memorandum / Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Information Memorandum / Disclosure Document would be doing so at his own risk.

Cautionary Note

This Information Memorandum / Disclosure Document is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Information Memorandum / Disclosure Document should invest in the Debentures proposed to be issued by the Company. Each potential investor should make its own independent assessment of the investment merit of the Debentures and the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstance. This Information Memorandum / Disclosure Document is made available to potential

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investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.

No person including any employee of the Company has been authorized to give any information or to make any representation not contained in this Information Memorandum / Disclosure Document. Any information or representation not contained herein must not be relied upon as having being authorized by or on behalf of the Company. Neither the delivery of this Information Memorandum / Disclosure Document at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/representation contained herein is correct at any time subsequent to the date of this Information Memorandum / Disclosure Document. The distribution of this Information Memorandum / Disclosure Document or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum / Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum / Disclosure Document comes are required by the Company to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

Issue of Debentures in Dematerialised Form

The Debentures will be issued in dematerialized form. The Company has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of The Depositories Act, 1996. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor.

The Company will make the Allotment to investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. The Allotted Debentures at the first instance will be credited in dematerialized form on Letter of Allotment ISIN (“LOA ISIN”) within two Working Days of the Deemed Date of Allotment and subsequently LOA ISIN will be converted to a Debenture ISIN.

Transferability of Debentures

The Debentures shall be freely transferable subject to applicable law. Further, any dispute in regard to the sale, transfer or assignment of any Debentures or in respect to any principal/interest claim, shall be settled between the transferor(s) and the transferee(s), and the Company shall not be liable in this regard in any manner, whatsoever.

Debentures held in electronic form (dematerialized) form shall be transferred subject to and in accordance with the rules / procedures as prescribed by the NSDL or CDSL / depository participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof.

Consents

IL&FS Trust Company Limited has given its written consent for its appointment as debenture trustee to the Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Information Memorandum / Disclosure Document.

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Bharat Aluminium Company Limited

ANNEXURE I: SUMMARY TERM SHEET

FOR PRIVATE PLACEMENT OF RATED, TAXABLE, SECURED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES

Security Name	BALCO Series 1 8.58% Nov 2015 and BALCO Series 2 8.60% May 2016
Issuer	Bharat Aluminium Company Limited
Type of Instrument	Rated, Taxable, Secured, Listed, Redeemable, Non-Convertible Debentures
Nature of Instrument	Secured
Seniority	Senior
Mode of Issue	Private Placement
Eligible Investors	This Information Memorandum / Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include Commercial Banks, Financial Institutions including Development Financial Institutions, Companies and Bodies corporate including Public Sector Undertakings, Insurance Companies, Mutual Funds, Provident Funds, Gratuity Funds, Pension Fund and such other category of investors as expressly authorised to invest in the Debentures.
Listing	The Debentures shall be listed on National Stock Exchange of India Limited (“NSE”). Listing will be done within 15 Working Days from the Deemed Date of Allotment.
Rating of the Instrument	CRISIL AA/Stable by CRISIL
Issue Size	Rs. 500 Crores (5000 Non Convertible Debentures of Rs. 10,00,000/- each)
Option to retain Over subscrition	Not Applicable
Object of the issue / Utilization of the Issue Proceeds	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements, loan repayment and general corporate purpose
Series	Series	No of NCDs	Face Value per Debenture	Amount
	1	2500	Rs. 10,00,000	Rs. 250 Crs
	2	2500	Rs. 10,00,000	Rs. 250 Crs
	Total	5000		Rs. 500 Crs
Tenor	Series 1: 30 months from the Deemed Date of Allotment Series 2:36 months from the Deemed Date of Allotment
Coupon Rate / Interest Rate	Series 1: 8.58% p.a Series 2: 8.60% p.a
Redemption Schedule	Series	Redemption Dates	No of NCD to be redeemed	Redemption Price per Debenture	Redemption Amount redeemed
	1	November 30, 2015	2500	Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date

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	2	May 31, 2016	2500	Rs. 10,00,000/-	Rs. 250 Crs + coupon which may have accrued on the Redemption Date
Step Up / Step Down Coupon Rate	Not Applicable
Coupon Payment Frequency	annual
Coupon Payment Dates
	Series 1			Series 2
	June 2,2014			June 2,2014
	June 1,2015			June 1,2015
	November 30,2015			May 31,2016
	Final coupon payment shall be made at the respective Redemption Dates as mentioned above
Coupon Reset Process	Not Applicable
Coupon Type	Fixed
Day count basis	Actual / Actual (366 days in a leap year)
Interest on Application Money	If applicable, Interest at applicable coupon rate for respective series (i.e.8.58% p.a for Series 1 and 8.60% for series 2) will be paid on the application money to the applicants. Such interest will be paid for the period commencing from the date of realization of the cheque(s)/demand drafts (s) /RTGS up to but excluding the Deemed Date of Allotment
Default Rate	In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% per annum over and above the Coupon rate will be payable by the Company for the defaulting period
Issue Price / Face Value	At par. Rs. 10,00,000/- per debenture
Redemption Amount	At Par. Face value of the Debenture plus any coupon which may have accrued on the Redemption Date
Redemption Premium / Discount	Nil
Minimum Application Size	1 Debenture of Rs. 10,00,000/- each and in multiple of 1 Debenture thereafter for each series
Market Lot	1 Debenture
Discount at which security is issued	Nil
Put & Call Option	None
Put Option Date	Not Applicable
Put Option Price	Not Applicable
Call Option Date	Not Applicable
Call Option Price	Not Applicable
Put Notification time	Not Applicable
Call Notification time	Not Applicable
Issue Timing
Issue Opening Date	May 31, 2013

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Issue Closing Date	May 31, 2013
Pay-in Date	May 31, 2013
Deemed Date of Allotment	May 31, 2013
Issuance Mode	Dematerialised only
Trading Mode	Dematerialised only
Settlement Mode of the Instrument	The payment of the due interest and / or principal shall be done by way of RTGS/Electronic fund transfer/ cheque to the holders of the NCDs as on the Record Date
Settlement	Credit to the demat account of the investor shall be given within 2 Working Days from the Deemed date of the allotment
Depository	National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (“CDSL”)
Business Days / Working Days	All days on which banks in Mumbai are open for business except Saturday, Sunday and any Public holiday.
Record Date	The record date shall be 15 Days before each relevant payment date(s) including interest payments and /or principal repayments / payments on redemption for determining the beneficiaries of the Debentures. In case the Record Date/Book Closure Date falls on Sunday/Saturday/Holiday, the day prior to the said Sunday/Saturday/Holiday will be considered as the record date/book closure date.
Security	First pari passu charge over fixed assets of the Company with minimum security cover of 1.10 times of the outstanding amount to be maintained during the currency of the Debentures The security shall be created within 90 days from the Deemed Date of Allotment.
Transaction Documents	•   This Document (Information Memorandum / Disclosure Document) •   Debenture Trustee Agreement •   Debenture Trust Deed •   Deed of Hypothecation, if any •   Any other security documents as may be prescribed by the Debenture Trustee
Condition Precedent to Disbursement	The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following; 1. Rating letter(s) from the aforesaid rating agency not being more than one month old from the issue opening date; 2. Letter from the Trustees conveying their consent to act as Trustees for the Debenture holder(s)
Conditions subsequent to subscription of Debentures	The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Disclosure Document: 1. Credit of Demat account(s) of the allottee(s) by number of Debentures allotted within 2 working days from the Deemed Date of Allotment; 2. Making application to NSE within 15 days from the Deemed Date of Allotment to list the Debentures 3. Execution of Debenture Trust Deed and execution of requisite security documents for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc. Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure Document.

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Event of Default	As mentioned in the Debenture Trust Deed to be executed between the Company and the Debenture Trustee.
Provision related to Cross Default Clause	Not Applicable
Name of the Debenture Trustee	IL&FS Trust Company Limited
Roles and Responsibilities of Debenture Trustee	As mentioned in the Debenture Trust Deed to be executed between the Company and the Debenture Trustee
Governing laws and jurisdiction	The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debentureholders, by purchasing the Debentures, agree that the Mumbai Courts shall have exclusive jurisdiction with respect to matters relating to the Debentures.

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ANNEXURE II: UNDERTAKING BY THE COMPANY

The Company undertakes that:

• In the event the Debentures are issued in physical form, the Company shall use a common form of transfer.

• It will provide a compliance certificate duly certified by the Debenture Trustee to the Debentureholders, (on a half yearly basis), in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum / Disclosure Document; and

• Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange. Any change in rating shall be promptly disseminated to the Debentureholders. All information and reports on the Debentures, including compliance reports filed by the Company and the Debenture Trustee, shall be disseminated to the Debentureholders and the general public by placing them on the website of the Company and shall through the Trust Deed, request the Debenture Trustee to place the same on its website.

• The above Information Memorandum/ Disclosure Document is compliant with all disclosures required to be made, as specified in Schedule I of the Securities and Exchange Board of India (Issuing and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012.

Bharat Aluminium Company Limited

/s/ Dinesh Mantri

Authorized Signatory

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ANNEXURE III: APPLICATION FORM

Application No: Date:      May 2013

The Compliance Officer

Bharat Aluminium Company Limited

Aluminium Sadan, Core - 6, Scope Office Complex, Lodi Road, New Delhi -110 003

Dear Sirs,

Having read and understood the contents of the Information Document / Disclosure Document dated May 30, 2013, we apply for allotment of the Debentures to us. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Information Document / Disclosure Document. (Please read carefully the instructions on the next page before filling this form)

Details
Series	1	2
No. of debentures applied (in figures)
No. of debentures applied (in words)
Amount (Rs. in figures)
Amount (Rs. in words)
Cheque/Demand Draft/RTGS Details
Date
Drawn on Bank

    Applicant’s Name & Address in full (please use capital letters)

			Pin Code:
Telephone:	Fax:	Email:
Contact Person
Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify
Name of Authorised Signatory	Designation	Signature

    Details of Bank Account

Bank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

MICR No

    Depository Details

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DP Name
DP ID	Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to the extent of debentures allotted.

Taxpayers PAN/GIR No.	IT Circle/Ward/District		( ) Not Allotted
Tax Deduction Status	( ) Fully Exempt	(  ) Tax to be deducted at Source	( )Yes	( ) No

(Tear here)

ACKNOWLEDGEMENT SLIP

Application No:              Date:                     

Name of the Applicant

Address of the Applicant

Details

No of debentures applied (in figures)

No. of debentures applied (in words)

Amount (Rs. In figures)

Amount (Rs. in words)

Cheque/Demand Draft/RTGS Details

Date

Drawn on Bank

For all further correspondence please contact: The Compliance Officer, Bharat Aluminium Company Limited Tel: +91

INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH.

2. Your Signatures should be in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft, must be lodged at the Registered office of the Company.

4. In case of payments through RTGS, the payments may be made as follows:

Beneficiary     : Bharat Aluminium Company Limited

Bank Details  : Kotak Mahindra Bank Ltd

Account No.   : 09582560006493

IFSC Code     : KKBK0000958

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5. The Cheque(s)/Demand Draft(s) should be drawn in favour of “Bharat Aluminium Company Limited” and crossed “A/c payee” only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Mumbai.

6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted.

7. As a matter of precaution against possible fraudulent encashments of interest warrants due to loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the application form.

8. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk.

9. BALCO in the “Acknowledgement Slip” appearing above the Application Form will acknowledge receipt of applications. No separate receipt will be issued.

10. You should mention your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

11. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document.

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ANNEXURE IV: RATING LETTER & RATING RATIONALE

CONFIDENTIAL

AC/CGS/BALCOLT/MAY13/87952

May 22, 2013

Mr. Dinesh Mantri

Chief Financial Officer

Bharat Aluminium Company Limited

Treasury Dept. Admin Building

2nd Floor, BALCO Nagar

Korba - 495684

Tel 07759 252196

Dear Mr. Mantri,

Re: CRISIL Rating for the Rs. 10.0 Billion Non-Convertible Debenture Programme of Bharat Aluminium Company Limited

All ratings assigned by CRISIL are kept under continuous surveillance and review.

Please refer to our rating letter dated April 22, 2013 bearing Ref. no.: AC/CGS/BALCOLT/APR13/87952.

CRISIL has, after due consideration, reaffirmed “CRISIL AA/Stable” (pronounced “CRISIL double A rating with stable outlook”) rating for the captioned Debt Programme. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

As per our Rating Agreement, CRISIL would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL reserves the right to suspend, withdraw, or revise the rating / outlook assigned to the captioned programme at any time, on the basis of new information, or unavailability of information, or other circumstances which CRISIL believes may have an impact on the rating.

Should you require any clarifications, please feel free to get in touch with us.

With warm regards,

Yours sincerely,

/s/ Mohan Krishnan	/s/ Ateesh Chaudhary
Mohan Krishnan	Ateesh Chaudhary
Associate Director – Ratings Operations,	Associate Director – Corporate & Infrastructure
Process & Quality	Ratings

A CRISIL rating reflects CRISIL’s current opinion on the likelihood of timely payment of the obligations under the raised instrument, and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources if considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based, A CRISIL rating is not a recommendation to buy/sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor.

All CRISIL ratings are under surveillance. Ratings are revised as and when circumstances so warrant CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the issuers / subscribers / users / transmitters / distributors of this product CRISIL Ratings” rating criteria are generally available without charge to the public on the CRISIL public web site, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact Customer Service Helpdesk at 1800-267-1301.

CRISIL Limited

Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400 076. Phone: +91 (22) 3342 3000 Fax: +91 (22) 4040 5800

Web: www.crisil.com

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ANNEXURE VI: NSE IN-PRINCIPLE APPROVAL FOR LISTING

Ref. No.: NSE/LIST/ 205618-5 May 30, 2013

The Deputy Chief Financial Officer,

Bharat Aluminium Company Ltd,

Aluminium Sadan, Core 6,

Scope Office CompleX, 7 Lodi,

Road, New Delhi 110 003.

Kind Attn.: Mr. Sharad Gargiya

Dear Sir,

Sub : In-principle approval for listing of Rated Taxable Secured Redeemable Non-Convertible Debentures to be issued on private placement basis

This is with reference to your application for listing of Rated Taxable Secured Redeemable Non-Convertible Debentures of face value of Rs. l0,00,000/-each for cash, aggregating to about Rs. 500 Crore proposed to be issued on private placement basis, on the Wholesale Debt Market                      change. In this regard, the Exchange is pleased to grant in-principle approval

Kindly note that these debt instruments may be listed on the Exchange after the allotment process has been completed provided the securities of the issuer are eligible for listing on the Exchange as per our listing criteria and the issuer fulfills the listing requirements of the Exchange. The issuer is responsible to ensure compliance with all the applicable guidelines issued by appropriate authorities from time to time including SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

Yours faithfully,

For National Stock Exchange of India Limited

/s/ Kamlesh Patel

Kamlesh Patel

Manager

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EX-4.24

Exhibit 4.24

Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008) and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012)

STERLITE INDUSTRIES (INDIA) LIMITED

Incorporated as Public Company under the Companies Act, 1956

Registered Office: SIPCOT Industrial Complex, Madurai Bypass RoadTV Puram

P.O Tuticorin- 628 002, Tamil Nadu, India Tel No: +91-461-4242591; Fax No: + 91-461-2340203

Website: www.sterlite-industries.com, Company Secretary: Mr. Rajiv Choubey

Disclosure Document for Private Placement of Secured, Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each, aggregating upto Rs. 2500 Crores.

GENERAL RISK

For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this disclosure document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT Rating

The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (pronounced as Crisil Double A plus rating with stable outlook) and “IND AA+(EXP)” (pronounced as Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating obtained is subject to revision, suspend or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating.

LISTING

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd (BSE)

Issue Schedule

Issue Opens on	05th April 2013
Issue Closes On	05th April 2013
Deemed Date of Allotment	05th April 2013

The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the company at its sole and absolute discretion.

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ARRANGERS

Axis Bank Limited Axis House, 8th Floor, Debt Capital Markets, Bombay Dyeing Mills Compound, PB Marg, Worli, Mumbai – 400025 Ph:022-66043594, Fax:022 -24253800	YES Bank Limited Nehru Centre, 9th floor, Dr. A.B. Road, Worli, Mumbai – 400 018 Ph: 022-6669 9000 Fax: 022 -2490 0314	Deutsche Bank AG Mumbai Branch DB House Hazarimal Somani Marg Fort, Mumbai – 400 001 Ph: 022 -7158 4000 Fax: 022 – 2207 2966
	Transfer Agent Karvy Computershare Pvt Ltd 24-B, Rajabahadur Mansion 6, Ambalal Doshi Marg Behind BSE, Fort Mumbai - 400 023 Ph: 022 – 6623 5454 Fax: 022 – 6633 1135	DEBENTURE TRUSTEES Axis Trustee Services Limited Axis House, 2nd Floor Wadia International Centre P B Marg, Worli Mumbai – 400025 Ph: 022 – 2425 2525 Fax: 022 - 2425 4200

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DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange of India Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI.

This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

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Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE ARRANGER

The Issuer has prepared this Disclosure Document based on the terms set out herein and the Issuer is solely responsible for its contents and such information has not been independently verified by the Arranger. The Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. It is to be distinctly understood that this document should not in any way be deemed or construed to be prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

The Investor should carefully read and retain this Disclosure Document. However, the Investor should not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and the Investor should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. By accepting this Disclosure Document, you acknowledge that (a) the Arranger is not providing advice, (whether in relation to legal, tax or accounting issues or otherwise), (b) you understand that there may be legal, tax, accounting and/or other risks associated with the potential transaction.

This Disclosure Document is not intended to be (and should not be used as) the basis of any credit analysis or other evaluation and should not be considered as a recommendation by the Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is understood that each recipient of this Disclosure Document will perform its own independent investigation and credit analysis of the proposed financing and the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Issuer, based on such information and independent investigation as it deems relevant or appropriate and without reliance on the Arranger or on this Disclosure Document.

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DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

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TABLE OF CONTENTS

1)	DEFINITIONS/ ABBREVIATIONS
2)	ISSUER INFORMATION
		•	Incorporation Details
		•	Brief Summary of Business/Activities of the Issuer and its line of Business
		•	Details of Share Capital as on 30th September 2012
		•	Changes in Capital Structure as on 30th September 2012, for the last 5 Years
		•	Equity Share Capital History of the Company as on 30th September 2012, for the last 5 Years
		•	Details of any Acquisition or Amalgamation in the last 1 Year
		•	Details of any Reorganisation or Reconstruction in the last 1 Year
		•	Details of the shareholding of the Company as on 30th September 2012:
		•	Details regarding the directors of the Company
		•	Details regarding Auditors of the Company
		•	Details of Borrowings of the Company as on 30th September 2012
		•	Other Borrowing Details
		•	Details of Promoters of the Company
		•	Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly
3)	Any material event/ development or change
4)	Debenture Trustee
5)	The rating rationale(s)
6)	Stock Exchange Details
7)	Details of debt Securities issued
8)	Issue Size
9)	Details of utilisation of issue proceeds
10)	Particulars of the Issue
11)	Issue Details
12)	Declaration
13)	Annexures

6

DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Us	Sterlite Industries(India) Limited
Board/ Board of Directors/ Director(s)	Board of Directors of Sterlite Industries (India) Limited
ADS	American Depository Shares
Balance sheet date	The last date of the financial year of the Company which is currently 31st March
Book Closure/ Record Date	The date of closure of register of Debentures for payment of interest and repayment of principal
CRISIL / CRISIL Ratings	CRISIL Ltd.
India Ratings / FITCH Ratings	India Ratings and Research Private Limited
CDSL	Central Depository Services (India) Limited
Depository	A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time
Depository Participant /DP	A Depository participant as defined under Depositories Act
Disclosure Document	Disclosure Document for Private Placement of 5,000 Secured Redeemable Non-Convertible Debentures of Rs.10,00,000/- each
FIIs	Foreign Institutional Investors
Financial Year / FY	Twelve months period ending March 31, of that particular year
FIs	Financial Institutions
NCDs/ Debentures	25,000 (Twenty Five Thousand) Secured Redeemable Non Convertible Debentures of Rs.10,00,000/- each for cash
NRIs	Non Resident Indians
NSDL	National Securities Depository Limited
BSE	Bombay Stock Exchange of India Limited
OCBs	Overseas Corporate Bodies
PAN	Permanent Account Number
Rating	“CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) by CRISIL Ltd and “IND AA+(EXP)” (Ind Double A plus expected) by India Ratings and Research Private Limited
Rs./ INR	Indian National Rupee
RTGS	Real Time Gross Settlement
Scheme	Proposed Group Consolidation Scheme of Vedanta Group, wherein among others Sterlite Industries (India) Limited shall merge into Sesa Goa Limited. On completion of the Scheme Sesa Goa shall be renamed as SesaSterlite.
SEBI	The Securities Exchange and Board of India, constituted under the SEBI Act, 1992
SEBI Act	Securities and Exchange Board of India Act, 1992, as amended from time to time
SEBI Regulations	Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012) as amended from time to time.
Security Cover	1.25 security cover on the fixed assets of the Company and / or its subsidiary
TDS	Tax Deducted at Source
The Companies Act	The Companies Act, 1956 as amended from time to time
The Issue/ The Offer/ Private Placement	Private Placement of 25,000 Secured Redeemable Non Convertible Debentures of Rs.10,00,000/- each for cash
Trustee	AXIS Trustee Services Limited

7

A. ISSUER INFORMATION

(a) Sterlite Industries (India) Limited was incorporated as public company under the Companies Act, 1956. Date of Incorporation: September 8, 1975

Name	Sterlite Industries (India) Limited
Company Registration No.	CIN - L65990TN1975PLC062634
Registered office	SIPCOT Industrial Complex, Madurai Bypass Road, TV Puram P.O Tuticorin- 628 002, Tamil Nadu, India.
	Tel No: +91-461-4242591; Fax No:+ 91-461-2340203
	Website: www.sterlite-industries.com
Corporate Office	75, Vedanta, Nehru Road, Ville Parle East, Mumbai- 400093
Company Secretary and Compliance Officer	Mr. Rajiv Choubey
	SIPCOT, Industrial Complex, Madurai- Bypass Road, T. V. Puram P. O.
	Tuticorin - 628002, Tamil Nadu, India
	Tel No: +91-461-4242591; Fax No:+ 91-461-2340203
	rajiv.choubey@vedanta.co.in
Chief Financial Officer	Mr. Din Dayal Jalan
Arranger for the NCD	Axis Bank Ltd., YES Bank Limited and Deutsche Bank AG
Debenture Trustee	Axis Trustee Services Limited
	Axis House, 2nd Floor
	Wadia International Centre
	P B Marg, Worli
	Mumbai – 400025
Registrar and Transfer Agents	Karvy Computershare Pvt Ltd
	24-B, Rajabahadur Mansion 6, Ambalal DoshiMarg
	Fort, Mumbai 400023 Maharashtra, India
	Phone: 022-66235454
	Fax: 022-66331135
	Website: www.karvycomputershare.com
Credit Rating Agencies for the NCD	(i)     CRISIL Limited
	(ii)    India Ratings and Research Private Limited
Auditors	1. Deloitte Haskins & Sells,
	Chartered Accountants
	12, Dr. Annie Besant Road
	Worli
	Mumbai – 400 018
	Tel no. - +91 22 6667 9000
	Fax no. - +91 22 6667 9025
	2. M/s Chaturvedi& Shah,
	Chartered Accountants
	912-913 Tulsiani Chambers
	Nariman Point
	Mumbai – 400 021

8

(b) Brief Summary of Business/Activities of the Issuer and its line of Business

Sterlite Industries (India) Limited

Sterlite Industries (India) Limited (Sterlite) is the principal subsidiary of Vedanta Resources plc., a diversified and integrated FTSE 100 metals and mining company, with principal operations located in India, Australia, U.A.E, Namibia, South Africa and Ireland

Sterlite’s principal operating companies/asset comprise Hindustan Zinc Limited (HZL) for its fully integrated zinc and lead operations at India, Skorpion Zinc mine and refinery at Namibia, Black Mountain Zinc mine and Gamsberg project at South Africa and Lisheen mine in Ireland; Sterlite Copper - Tuticorin&Silvassa and Copper Mines of Tasmania Pty Limited (CMT) for its copper operations in India/ Australia; and Bharat Aluminium Company (BALCO), VAL (associate company) for its aluminium operations and Sterlite Energy Limited (SEL) for its commercial power generation business.

Sterlite is India’s one of the largest diversified non-ferrous metals and mining company. Sterlite is listed on BSE, NSE and NYSE. It was the first Indian Metals & Mining Company to list on the New York Stock Exchange.

Sterlite has continually demonstrated its ability to deliver major value creating projects, offering unparalleled growth at lowest costs and generating superior financial returns for its shareholders. At the same time, it strives that its expansion projects meet high conservative financial norms.

A majority of Company’s operations are certified to the International Standards like ISO 9001, ISO 14001 and OHSAS 18001.

Present Vedanta Group Structure

Note: Structure as at 31 March 2012

9

Copper

Sterlite is one of the largest copper rod producers in Asia. Sterlite copper business comprises of two operations, namely, Sterlite custom smelting and refinery in India and CMT mining operations in Australia. The primary products in this segment are copper cathode and copper rods. The copper business comprises smelting, processing of copper and its by-products.

Sterlite’s operations include a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in the state of Tamil Nadu in southern India; and a refinery and two copper rod plants at Silvassa in the Union territory of Dadra and Nagar Haveli in western India, The Tuticorin Smelter has been operating for more than thirteen years in accordance with global standards. It employs the ISA Smelt process which is considered globally as an environmentally advanced technology. In addition, the company owns and operates the Mt. Lyell copper mine at Tasmania in Australia, which provides around 8% of the copper concentrate requirements at Sterlite Copper as well as a precious metal refinery and copper rod plant at Fujairah in the UAE.

The Hon’ble Supreme Court of India judgment dated April 02, 2013: The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

The Apex Court has directed the Company to pay Rs.100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

TNPCB order dated March 29, 2013: The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company has filed a statutory appeal on 01-04-2013 before the National Green Tribunal, Chennai. The appeal has been admitted and is listed for further hearing. The Company is parallely engaged with TNPCB and Govt. of Tamil Nadu for early restart of the Unit.

Zinc and Lead

HZL was acquired by Sterlite in the year 2002 when the Government disinvested the stake in HZL. Sterlite has a 64.9% ownership interest in HZL, with the remainder owned by the Government of India (29.5%) and institutional and public shareholders (5.6%).

HZL’s operations include four lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, six sulphuric acid plants, a silver refinery and five captive power plants in the State of Rajasthan in Northwest India, one zinc smelter and a sulphuric acid plant in the State of Andhra Pradesh in Southeast India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant, one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India.

International Business

Sterlite through its wholly owned subsidiaries acquired Zinc assets comprising 100% of Skorpion, which owns the Skorpion mine and refinery in Namibia, a 74% stake in Black Mountain, whose assets include the Black Mountain mine and the Gamsberg project in South Africa, and 100%. of Lisheen, which owns the Lisheen mine in Ireland.

10

Aluminium

BALCO

BALCO was incorporated in the year 1965 as a Public Sector Undertaking (PSU) and since then the Company has been closely associated with the Indian Aluminium Industry, in a pivotal role. Located in Korba in the state of Chhattisgarh in central India, our majority owned subsidiary, BALCO is one of the four primary producers of Aluminium in India. Government of India (GoI) divested 51% equity in the year 2001 in favour of Sterlite Industries (India) Limited. Balance 49% is with GoI. After disinvestment, a pre-baked smelter of capacity 245 kt per annum has been established in the year 2004. The Company is playing a crucial role in introducing aluminium as a potential alternative to other metals like Steel in construction, and Copper in power transmission industry. The smelter plants are being supported by uninterrupted power supply through Captive Power Plants - 270 MW at Jamnipali, Korba and 540 MW at smelter site.

Vedanta Aluminium Limited

Vedanta Aluminium Limited (VAL) is owned 70.5% by VRPlc and the balance stake of 29.5% is with Sterlite. VAL is setting up a large scale integrated aluminium project in the State of Orissa in Eastern India comprising of an Alumina Refinery at Lanjigarh and an Aluminium Smelter at Jharsuguda with associated power facilities.

As part of Phase I, VAL has set up an alumina refinery of 1 mtpa capacity along with 90 MW Co-generation Captive Power Plant at Lanjigarh and 0.50 mtpa Aluminium Smelter along with 1215 MW Captive Power Plant (CPP) at Jharsuguda in Orissa. Work at the 1.10 MTPA Jharsuguda-II Aluminium Smelter project is in progress.

During 2010, MoEF has denied approval to VAL for expansion of its refinery project at Lanjigarh as also the ministry has denied Stage II clearance to Orissa Mining Corporation to start mining of bauxite from Niyamgiri mines for supplying bauxite to VAL for its refinery project.

VAL had been operating its 1 mtpa refinery by sourcing bauxite from various states in India and for operating its 0.50 MTPA smelter at Jharsuguda, it was importing the balance requirement of alumina.

However, because of non-availability of adequate quantity of bauxite, the company has suspended operations of its 1 MTPA refinery at Lanjigarh with effect from 5^th December 2012. At present, the entire alumina required for the smelter at Jharsuguda is being imported.

Sterlite Energy Limited

Sterlite Energy Limited (SEL) is a 100% subsidiary of Sterlite Industries (I) Limited. SEL was established to develop, construct and operate power plants and seeks to become one of India’s leading commercial power generation companies.

SEL is well positioned to capitalize on India’s economic growth and power deficit to develop a commercial power generation business. It shall benefit from Vedanta group’s experienced and focused management with strong project execution skills, experience in building and operating captive power plants, substantial experience in mining activities and the capacity to finance world-class projects. Sterlite Energy Ltd has taken a major initiative towards the advancement of the power infrastructure in Orissa through its 2400 MW i.e. 4 x 600 MW coal-based independent power plant (IPP) in Jharsuguda district.

Talwandi Sabo Power Project

SEL, through its subsidiary Talwandi Sabo Power Limited, is developing 1980MW Power Project at village Banawala, Mansa-Talwandi Sabo in District Mansa, Punjab. This is a coal-fired thermal power production project with 3 units of 660MW each.

11

Ports and Infrastructure Business

Vishakapatnam Port

The Company was the successful bidder for mechanisation of the coal handling facilities at the outer harbour of Vishakapatnam port on the east coast of India, which is based on the Public Private Partnership (PPP) model. The Company has a seventy four percent equity interest in VIZAG General Cargo Berth Pvt Limited (VGCB), a special purpose vehicle formed as a joint venture between the Company and Leighton Contractors India (Private) Limited.

The initial capacity of the upgraded berth will be 10.2 million tonnes per annum with flexibility to upgrade to 12.5 million tonnes per annum. VGCB entered into a concessionaire agreement on October 08, 2010 with Vishakapatnam Port Trust, for mechanisation the coal handling facilities and to upgrade the general cargo berth on a build-operate-transfer basis for 30 years commencing on the date of award of concession.

Paradip Port

The Company was declared as the successful bidder for Paradip Port’s Multi Cargo Berth on build, own and operate basis which is situated in the Jagatsinghapur District of Orissa, on the east coast of India.

12

Financials of the Issuer

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2012)

( in Crore)
	Particulars		Notes	As at March 31, 2012			As at March 31, 2011
I.	EQUITY AND LIABILITIES
	1	Shareholders’ funds
		Share capital	3		336.12			336.12
		Reserves and surplus	4		45,719.56			41,099.36
						46,055.68		41,435.48
	2.	Minority Interest				12,198.99		10,291.27
	3	Non-current liabilities
		Long-term borrowings	5		7,448.64			5,355.48
		Deferred tax liabilities (Net)	6		2,208.27			2,178.85
		Other long-term liabilities	7		572.83			353.01
		Long-term provisions	8		893.00			829.92
						11,122.74		8,717.26
	4	Current liabilities
		Short-term borrowings	9		7,023.86			5,592.07
		Trade payables			3,251.56			3,496.17
		Other current liabilities	10		5,146.60			3,794.80
		Short-term provisions	11		683.30			1,118.65
						16,105.32		14,001.69
		TOTAL				85,482.73		74,445.70
II.	ASSETS
	1	Non-current assets
		Fixed assets	12(a)
		(i)     Tangible assets			21,352.40			17,439.59
		(ii)    Intangible assets			56.87			65.96
		(iii)  Capital work-in-progress			12,089.92			9,918.01
		(iv)   Intangible assets under development			2.27			0.74
					33,501.46			27,424.30
		Goodwill on consolidation	12(b)		4,061.47			3,891.83
		Non-current investments	13		3,203.27			259.36
		Deferred tax assets (Net)	6		—			5.24
		Long-term loans and advances	14		4,344.20			3,391.78
		Other non-current assets	15		680.58			605.08
						45,790.98		35,577.59
	2	Current assets
		Current investments	16		14,419.94			12,644.51
		Inventories	17		4,498.06			5,154.67
		Trade receivables	18		1,818.18			1,618.27
		Cash and cash equivalents	19		8,539.20			9,501.99
		Short-term loans and advances	20		9,964.00			9,574.99
		Other current assets	21		452.37			373.68
						39,691.75		38,868.11
		TOTAL				85,482.73		74,445.70

13

Consolidated Profit and Loss for Sterlite Industries (India) Limited (As on March 31, 2012)

( in Crore)
	Particulars	Notes	Year ended March 31, 2012			Year ended March 31, 2011
I.	REVENUE FROM OPERATIONS (GROSS)	22		43,115.91			32,275.87
	Less: Excise duty			(1,936.97	)		(1,847.37	)
	Revenue from operations (Net)			41,178.94			30,428.50
II.	OTHER INCOME	23		3,163.21			2,521.74
III.	TOTAL REVENUE (I + II)			44,342.15			32,950.24
IV.	EXPENSES:
	Cost of materials consumed			18,712.27			14,918.25
	Purchases of Stock-in-Trade			12.07			17.20
	Changes in inventories of finished goods, work-in-process and stock-in-trade	24		119.67			(565.72	)
	Employee benefits expense	25		1,612.21			1,131.65
	Finance costs	26		852.42			350.93
	Depreciation and amortization expense			1,829.81			1,030.13
	Other expenses	27		10,859.40			6,877.30
	Total expenses			33,997.85			23,759.74
V.	PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (III-IV)			10,344.30			9,190.50
VI.	EXCEPTIONAL ITEMS	28		472.64			56.82
VII.	PROFIT BEFORE TAX (V - VI)			9,871.66			9,133.68
VIII.	TAX EXPENSE:
	Current tax	29(a)		2,076.98			1,497.84
	Deferred tax	29(b)		33.57			313.80
IX.	PROFIT FOR THE YEAR BEFORE MINORITY INTEREST AND CONSOLIDATED SHARE OF LOSS OF ASSOCIATE (VII-VIII)			7,761.11			7,322.04
X.	LESS : MINORITY INTEREST IN INCOME			2,160.92			1,994.53
XI.	CONSOLIDATED SHARE IN LOSS OF ASSOCIATE			(772.27	)		(284.99	)
XII.	PROFIT FOR THE YEAR (IX-X-XI)			4,827.92			5,042.52
XIII.	EARNINGS PER EQUITY SHARE OF 1 EACH	51
	(1)    Basic			14.36			15.00
	(2)    Diluted			14.36			14.32

14

Consolidated Cash Flow for Sterlite Industries (India) Limited (As on March 31, 2012)

	( in Crore)
		Year Ended March 31, 2012					Year Ended March 31, 2011
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit before tax				9,871.66					9,133.68
	Consolidated Share in Loss of Associate				(772.27	)				(284.99	)
					9,099.39					8,848.69
	Adjusted for :
	- Bad debts and advances written off		3.46					23.71
	- Depreciation and amortization expense		1,829.81					1,030.13
	- Dividend on current investments		(99.25	)				(423.79	)
	- Interest Income		(1,770.05	)				(1,252.77	)
	- Finance costs		852.42					308.71
	- Foreign Exchange difference		687.39					(129.84	)
	- Net gain on sale of current investments		(702.06	)				(91.51	)
	- Rollover (Gain)/Loss on forward covers		93.29					(7.52	)
	- Profit on sale of fixed assets		(6.60	)				(27.95	)
	- Provision for bad and doubtful debts		15.80					3.28
	- Sundry Liabilities written back		(31.23	)				(13.79	)
	- Deferred government grant transferred		(0.01	)				(0.01	)
	- Consolidated Share in Loss of Associate		772.27					284.99
	- Gain on mark to market of current investments		(268.09	)				(327.04	)
	- Gain on fair valuation of embedded derivatives		(245.53	)				(320.59	)
					1,131.62					(943.99	)
	Operating profit before working capital changes				10,231.01					7,904.70
	Adjusted for:
	- Trade receivables and other assets		(482.60	)				(1,122.65	)
	- Inventories		701.47					(1,812.05	)
	- Trade payables and other liabilities		332.69					2,615.47
					551.56					(319.23	)
	Cash generated from operations				10,782.57					7,585.47
	Income taxes paid				(2,382.81	)				(1,734.59	)
	Net cash generated from operating activities				8,399.76					5,850.88
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Payment towards share application money in Joint Venture				(0.87	)				(0.87	)
	Purchase of fixed assets & capital work in progress				(7,439.39	)				(5,400.86	)
	Sale of fixed assets				43.36					52.20
	Purchase of current investments				(74,705.51	)				(120,641.89	)
	Rollover (Loss)/Gain on forward covers				(80.23	)				4.95
	Sale of current investment				73,900.24					128,194.92
	Loans to related parties				(2,736.48	)				(5,664.65	)
	Loans repaid by related parties				105.99					6,147.31
	Payments for acquisitions of new entities (refer note 3)				(778.39	)				(7,343.67	)

15

	Refund of purchase consideration in BMM acquisition	43.57		—
	Interest received	1,452.67		973.76
	Dividend on current investments	99.25		437.61
	Bank balances not considered as cash and cash equivalents	(8,186.42	)	(9,370.47	)
	- Placed
	- Matured	8,760.70		5,119.68
	Net cash used in investing activities	(9,521.51	)	(7,491.98	)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Share issue expenses (net)	—		(1.59	)
	Proceeds from Long term borrowings	2,698.47		2,250.30
	Repayment of Long term borrowings	(875.91	)	(828.12	)
	Proceeds from Short Term borrowings	28,698.92		1,740.13
	Repayment of Short Term borrowings	(27,475.83	)	(599.49	)
	Interest and finance charges paid	(1,075.23	)	(439.99	)
	Rollover Gain/(Loss) on forward covers	18.73		(15.01	)
	Dividend and tax thereon paid	(1,311.33	)	(501.81	)
	Margin money deposit (net)	(16.23	)	(0.09	)
	Net Cash from financing activities	661.59		1,604.33
	Effect of exchange rate on cash & cash equivalent	51.64		4.28
	Net decrease in cash and cash equivalents	(408.52	)	(32.49	)
	Cash and cash equivalents at the beginning of the year#	2,123.85		214.38
	Add: On acquisition of subsidiaries during the year	2.18		1,941.96
	Cash and cash equivalents at the end of the year	1,717.51		2,123.85
	Add: Bank balances not considered as cash and cash equivalents	6,821.69		7,378.14
	Closing balance of Cash and cash equivalents #	8,539.20		9,501.99

16

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2011)

		(` in Crore)
			Schedule	As at 31 March 2011			As at 31 March 2010
I.	Sources of Funds
	1.	Shareholders’ Funds
		Share Capital	1		336.12			168.08
		Reserves & Surplus	2		41,099.15			36,843.70
		Deferred Government grant	3		0.21			0.22
						41,435.48			37,012.00
	2.	Minority Interest				10,291.27			8,409.56
	3.	Loan Funds
		Secured Loans	4		5,583.52			1,811.06
		Unsecured Loans	5		6,145.20			7,448.93
						11,728.72			9,259.99
	4.	Deferred Tax liability (Net)				2,178.85			1,552.43
		(Refer Note Number 6 of Schedule No. 21)
Total						65,634.32			56,233.98
II.	Application of Funds
	1.	Fixed Assets	6
		Gross Block			31,188.57			18,178.94
		Less: Depreciation and Impairment			9,791.19			5,913.31
		Net Block			21,397.38			12,265.63
		Capital Work-in-Progress			12,150.12			11,084.37
						33,547.50			23,350.00
	2.	Investments
		In Associates (Long Term Investments)			225.12			476.20
		In Associates (Current Investments)			—			1,815.00
		In Available for Sale Securities			24.91			37.76
		In Other Current Investments			12,705.27			17,975.51
						12,955.30			20,304.47
	3.	Deferred Tax asset (Refer Note Number 6 of Schedule No. 21)				5.24			—
	4.	Current Assets, Loans & Advances
		Inventories	7		5,154.68			2,982.72
		Sundry Debtors	8		1,595.03			570.92
		Cash and Bank Balances	9		9,912.41			3,337.76
		Other Current Assets	10		333.05			120.87
		Loans & Advances	11		10,943.93			10,499.14
					27,939.10			17,511.41
	Less: Current Liabilities & Provisions		12
		Current Liabilities			6,753.85			3,809.62
		Provisions			2,058.97			1,122.28
					8,812.82			4,931.90
		Net Current Assets				19,126.28			12,579.51
Total						65,634.32			56,233.98

17

Consolidated Profit and Loss Statement for Sterlite Industries (India) Limited (As on March 31, 2011)

	(` in Crore)
		Schedule	Year ended 31 March 2011				Year ended 31 March 2010
I.	Income
	Turnover			32,095.43				25,704.60
	Less: Excise Duty Recovered on Sales			1,847.37				1,204.00
	Net Turnover				30,248.06				24,500.60
	Other Income	13			2,652.79				1,688.04
	Variation in Stock	14			565.72				198.16
	Total				33,466.57				26,386.80
II.	Expenditure
	Purchases of Traded Goods				17.20				93.22
	Manufacturing and other expenses	15			20,897.39				16,681.71
	Personnel	16			1,131.65				853.96
	Selling & Distribution	17			396.89				367.17
	Administration & General	18			501.62				409.55
	Interest & Finance charges	19			301.19				292.42
	Total				23,245.94				18,698.03
	Profit before depreciation and impairment, exceptional items and tax				10,220.63				7,688.77
	Depreciation, Amortisation and impairment				1,030.13				749.79
	Profit before exceptional items and tax				9,190.50				6,938.98
	Exceptional Items	20			56.82				296.96
	Profit Before Tax				9,133.68				6,642.02
	Provision for current tax [including wealth tax provision for ` 0.19 Crore (Previous Year ` 0.19 Crore)]				1,799.36				1,147.89
	Provision for Deferred tax				307.53				124.67
	MAT Credit Entitlement				(318.65	)			(9.39	)
	Current Tax Provision related to earlier years provided /(written back)				17.13				(34.66	)
	Deferred Tax provision for earlier years provided				6.27				4.46
	Profit after tax before minority interest and consolidated share in the profit/(loss) of associate				7,322.04				5,409.05
	Less – minority interest in income				1,994.53				1,724.08
	(Less)/Add – Consolidated Share in the (loss)/profit of associates				(284.99	)			58.77
	Profit After Tax				5,042.52				3,743.74
	Balance at the beginning of the year				12,089.36				9,672.97
	Amount available for appropriation				17,131.88				13,416.71
	Appropriations:
	General Reserve				824.61				824.61
	Transferred to Debenture Redemption Reserve [Net of Minority Share of ` 49 Crore (Previous Year ` 49 Crore)]				42.50				53.90
	Proposed Dividend on Equity Shares of the Company				369.73				315.15
	Tax on Proposed Dividend				104.94				80.15
	Additional dividend for previous year of the Company				—				46.17
	Tax on additional dividend for previous year of the Company				—				7.37
	Balance carried to the Balance Sheet				15,790.10				12,089.36
	Total				17,131.88				13,416.71
	Earnings (in `) per Share of ` 1 each (Basic)				15.00				11.70
	Earnings (in `) per Share of ` 1 each (Diluted)				14.32				11.46
	(Refer Note Number 43 of Schedule 21)
	Notes forming part of Accounts	21

18

Consolidated Cash Flow for Sterlite Industries (India) Limited (As on March 31, 2011)

	(` in Crore)
		Year ended 31 March 2011					Year ended 31 March 2010
A.	Cash flow from Operating Activities
	Net profit before tax as per P&L Account				9,133.68					6,642.02
	Consolidated Share in Profit / (Loss) of Associate Company				(284.99	)				58.77
					8,848.69					6,700.79
	Adjusted for :
	– Bad debts and Loans & advances written off		23.71					21.86
	– Depreciation, Amortisation and Impairment (Net)		1,030.13					749.79
	– Dividend Income		(423.79	)				(591.29	)
	– Interest Income		(1,252.77	)				(711.93	)
	– Interest & Finance charges		308.71					292.42
	– Foreign Exchange Loss / (Profit)		(129.84	)				172.21
	– (Profit) on Sale of Current Investment (net)		(91.51	)				(131.96	)
	– (Profit) on Sale / Discarding of Assets (net)		(27.95	)				(10.26	)
	– Gain/Loss on forward covers		(7.52	)				—
	– Provision for bad and doubtful debts		3.28					5.98
	– Sundry Liabilities written back		(13.79	)				(40.17	)
	– Deferred government grant transferred		(0.01	)				(0.01	)
	– Consolidated Share in (Profit) / Loss of Associate Company		284.99					(58.77	)
	– Gain on Mark to market of Current Investments		(327.04	)				(138.42	)
	– Gain on fair valuation of embedded derivatives		(320.59	)				(74.98	)
					(943.99	)				(515.53	)
	Operating profit before working capital changes				7,904.70					6,185.26
	Adjusted for:
	– Trade and other receivables		(1,122.65	)				(534.47	)
	– Inventories		(1,812.05	)				(523.67	)
	– Trade payables		2,619.35					209.42
					(315.35	)				(848.72	)
	Cash generation from operations				7,589.35					5,336.54
	Direct taxes paid / TDS deducted/Refund received				(1,734.59	)				(1,154.86	)
	Net cash flow from Operating Activities				5,854.76					4,181.68
B.	Cash flow from Investing Activities
	Payment towards Share Application Money in Joint Venture				(0.87	)				—
	Purchase of Fixed Assets & Capital Work-in-Progress				(5,400.86	)				(6,214.26	)
	Sale of Fixed Assets				52.20					32.33
	Purchase of current Investments				(1,20,641.89	)				(1,28,823.53	)
	Rollover (Loss) / Gain on forward covers				4.95					—
	Sale of current Investment				1,28,194.92					125,151.04
	Movement in Loans				482.66					(6,544.45	)
	Payments for acquisitions of new entities (refer note 4)				(7,343.67	)				—
	Interest Received				973.76					631.32
	Dividend Received on Investments				437.61					596.60
	Fixed Deposits held for more than three months placed				(9,418.46	)				(3,680.88	)
	Fixed deposits with banks held for more than three months matured				5,119.68					5,585.18
	Net cash flow used in Investing Activities				(7,539.97	)				(13,266.65	)

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C.	Cash flow from Financing Activities
	Proceeds from issue of Equity Share Capital including Security Premium	—		7,734.60
	Share issue expenses (net)	(1.59	)	(81.72	)
	(Redemption of) / Proceeds from issue of Preference Share Capital	—		(28.11	)
	Proceeds from Long term Loans	2,250.30		3,587.24
	Repayment of Long term Loans	(828.12	)	(851.56	)
	Proceeds from Short term Loans	1,740.13		1,520.71
	Repayment of Short term Loans	(599.49	)	(2,076.86	)
	Interest paid (net)	(439.99	)	(546.92	)
	Rollover (Loss) / Gain on forward covers	(15.01	)	—
	Dividend paid	(501.81	)	(435.18	)
	Net Cash flow from Financing Activities	1,604.42		8,822.20
	Effect of exchange rate on cash & cash equivalent	4.28		—
	Net decrease in cash and cash equivalent	(76.51	)	(262.77	)
	Cash and cash equivalent at the beginning of the year#	214.38		477.15
	Add: On acquisition of Subsidiaries during the year	2,352.38		—
	Cash and cash equivalent at the end of the year	2,490.25		214.38
	Add: Fixed deposit with banks with maturity of more than three months	7,422.16		3,123.38
	Closing balance of Cash and bank#	9,912.41		3,337.76

Consolidated Financial Information

						(Rs. In Crores)
Parameters	Dec 31 2012		2011-12			2010-11			2009-10
Networth		49,728.93		46,055.68			41,435.48			37,012.00
Total Debt		18,660.78		15,694.44			11,729.25			9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,331.28		7,448.64			5,355.48			NA
-Short Term Borrowing		7,401.04		7,023.86			5,592.07			NA
-Current Maturities of Long Term Borrowing		928.46		1,221.94			781.70			NA
Net Fixed Assets (including CWIP)		38,602.81		33,501.46			27,424.30			23,350.00
Non Current Assets		49,059.95		45,790.98			35,577.59			NA
Cash and Cash Equivalents		9,695.07		8,539.20			9,501.99			3,337.76
Current Investments		13,302.38		14,419.94			12,644.51			17,975.51
Current Assets		44,912.52		39,691.75			38,868.11			17,511.41
Current Liabilities		15,929.57		16,105.32			14,001.69			4,931.90
Net sales		32,312.71		40,966.77			30,248.06			24,500.60
EBITDA		7,252.00		10,169.00			8,050.00			8,031.00
EBIT		5,674.00		8,339.19			7,019.87			7,281.21
Interest		646.47		852.42			350.93			292.42
PAT		4,135.69		4,827.92			5,042.52			3,743.74
Dividend amounts		#		(1,311.33	)		(501.81	)		(448.84	)
Current ratio		2.82		2.46			2.78			3.55
Interest coverage ratio		#		12.25			24.80			22.06
Gross debt/equity ratio		0.38		0.34			0.28			0.25
Debt Service Coverage Ratios*		#		6.04			4.89			2.00

* short term borrowings taken and repaid during during the year has not been considered in the calculations for FY 2011-12

# to be calculated at the year end. NA: Not Available.

20

Proposed Group Consolidation scheme and Sesa Goa and Sterlite Industries Merger

Note: Shareholding based on basic shares outstanding

On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group.

Under the Transaction: (i) Vedanta’s 70.5 per cent. shareholding in VAL will be consolidated into Sesa Goa in consideration for the issue to Vedanta of 72.3 million Sesa shares; (ii) Sterlite will be merged into Sesa Goa, which is intended to be renamed Sesa Sterlite, in consideration for the issue to Sterlite shareholders (other than MALCO) of three Sesa shares for every five existing Sterlite shares and the issue to holders of Sterlite’s American Depositary Shares (“Sterlite ADSs”) of three Sesa ADSs for every five existing Sterlite ADSs; (iii) MALCO’s power business will be hived off to VAL for cash consideration of INR 1,500 million; (iv) MALCO will be merged into Sesa in consideration for the issue of 78.7 million Sesa shares to shareholders of MALCO; (v) Sterlite Energy will be merged into Sesa; (vi) VAL’s aluminium business will be demerged into Sesa; and (vii) Vedanta’s 38.7 per cent shareholding in Cairn India Limited (“Cairn India”), together with debt of approximately US$ 5.9 billion incurred by a member of the Vedanta Group to acquire that interest in Cairn India, will be transferred to a subsidiary of Sesa for nominal consideration. Steps (ii) – (vi) above will be effected pursuant to the Scheme, which is governed by Indian law. Steps (i) – (vii) above are collectively referred to herein as the “Transaction” and each of Sesa Goa, Sterlite, MALCO, VAL and Sterlite Energy are referred to herein as a “Scheme Company”, and collectively, as the “Scheme Companies”. The Sesa Goa shares are, and the SesaSterlite shares will continue to be, listed on the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”).

The Group will have exposure to zinc, lead, silver, iron ore, oil and gas, copper, aluminium and commercial power with assets in India, Australia, Liberia, South Africa, Namibia, Ireland, the United Arab Emirates (“UAE”) and Sri Lanka. This world class asset base will benefit from the previously announced capex programme that is largely invested.

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This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

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The following is a summary of the operations and assets that will comprise the Sesa Sterlite Group on the completion of the proposed scheme.

Zinc-lead-silver

The Sesa Sterlite Group’s zinc business is the largest and among the lowest cost zinc-lead producers globally, operating the Rampura Agucha mine, the world’s largest zinc mine on a production basis, with further potential for growth from the Gamsberg project in South Africa, one of the largest undeveloped zinc deposits in the world. The Sesa Sterlite Group’s zinc business in India, which is also referred to as “Zinc India”, is operated through Hindustan Zinc Limited (“HZL”). Its international zinc operations, which are also referred to as “Zinc International”, are operated through three subsidiary groups of companies:

• THL Zinc Namibia Holdings (Pty) Ltd and subsidiaries (“Skorpion”), which owns the Skorpion mine and refinery in Namibia;

• Vedanta Lisheen Holdings Limited and subsidiaries (“Lisheen”), which owns the Lisheen mine in Ireland; and

• Black Mountain Mining (Pty) Ltd (“BMM”), whose assets include the Black Mountain mine and the Gamsberg project in South Africa.

The Sesa Sterlite Group produced approximately 1,275 kt of mined zinc-lead and 7.78 Moz of silver in the fiscal year ended 31 March 2012 from its Indian and international operations. As at 31 March 2012, the Sesa Sterlite Group’s zinc-lead capacity was approximately 1.5 mtpa and its silver capacity was 16 Moz.

Copper

The Sesa Sterlite Group’s Tuticorin smelter is amongst the lowest quartile cost custom copper smelters in the world. In addition, through Copper Mines of Tasmania Pty (“CMT”), the Sesa Sterlite Group owns the Mt. Lyell copper mine in Tasmania, Australia, which provides a small percentage of the Sesa Sterlite Group’s copper concentrate requirements. The Sesa Sterlite Group produced 326 kt of copper in the fiscal year ended 31 March 2012. Its copper capacity was 405 ktpa as at 31 March 2012.

Aluminium

The Sesa Sterlite Group’s aluminium business is strategically located in the bauxite and coal reserve rich region of India. The business is currently conducted through the operations of Bharat Aluminium Company Ltd. (“BALCO”) and through VAL’s aluminium business. Pursuant to the Scheme, VAL’s aluminium business will be demerged into Sesa Sterlite.

The aluminium business produced 676 kt of aluminium in the fiscal year ended 31 March 2012. Following the completion of scheduled expansion projects, the aluminium business expects to have a smelting capacity of 2.3 mtpa with integrated power.

Commercial power

Metal smelting and mining are energy-intensive operations and the Sesa Sterlite Group’s businesses have been operating captive power plants (“CPPs”) since 1997 to provide a part of the energy used in their production processes. In addition to production for own uses, the Sesa Sterlite Group is expanding its commercial power business to produce and sell energy for third parties. The commercial power business is operated through Sesa Sterlite’s wholly-owned subsidiary Sterlite Energy, including Sterlite Energy’s wholly owned subsidiary Talwandi Sabo Power Limited (“TSPL”) and through MALCO’s power business. In addition, HZL operates wind power plants with a total capacity of 274 MW as at 31 March 2012. The Sesa Sterlite Group also sells surplus power from the CPPs operating in its other businesses.

Iron ore

The Group is India’s largest private sector iron ore producer-exporter, with 13.8 million tonnes produced in the fiscal year ended 31 March 2012. Group’s iron ore capacity is expected to increase

23

significantly post completion of scheduled investment in India and in Liberia, part of the emerging iron ore hub in West Africa, by its subsidiary Western Cluster Limited (“WCL”), with a low cost profile and longlife assets.

Oil and gas

On completion of the proposed scheme, Sesa Sterlite will own 58.8 per cent of Cairn India, one of the largest private sector oil and gas companies in India and among the top 20 independent exploration and production companies globally. Cairn India was the fastest growing exploration and production company in Asia in 2011. The company has a diversified asset base with ten blocks: one in Rajasthan, three on the west coast of India, five on the east coast of India and one in Sri Lanka. The Rajasthan block in the Barmer basin has an estimated gross in place resource of approximately 7.3 billion barrels of oil equivalent. Cairn India’s average daily gross operated production in the fiscal year ended 31 March 2012 was approximately 173 kboepd, contributing approximately 20 per cent. of India’s domestic crude oil production.

Gross Debt Equity Ratio of the Company

Particulars	Before the Issue of Debt Securities		After considering the proposed Issue of NCD
Debt / Equity Ratio		0.23		0.28

• Debt Equity Ratio on Consolidated Basis.

• Debt means Long term Borrowings as per the annual report of the company including deferred tax liability.

• Equity means Share Capital of company plus Reserves and Surplus.

Details of Share Capital as on 31^st December 2012

Details of Share Capital	No of Shares		Amount (Rs. In Crores)
Share Capital
Authorized Equity Shares of Rs. 1 each		500,00,00,000		500.00
Total Authorized Share Capital				500.00
Issued, Subscribed and Paid up Equity Capital		336,12,07,534		336.12
Less: Unpaid Allotment Money /Calls In Arrears		11,790
Total Subscribed and Paid up Share Capital				336.12

Changes in Capital Structure as on 31^st December 2012, for the last 5 Years

Date of EGM / AGM	Date of Issue	No. of shares		Face Value (Rs.)		Particulars (Remarks / Nature of corporate action)
EOGM-July 11, 2009	June 22, 2007		150,000,000		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 21, 2009		123,456,790		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 31, 2009		84,49,221		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
AGM – June 11, 2010	June 23, 2010		168,08,00,844		1	Sub-division of Equity Shares to Re.1/- each
AGM – June 11, 2010	June 23, 2010		168,04,06,690		1	Bonus Issue 1:1

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Equity Share Capital History of the Company as on 31^st December 2012, for the last 5 Years:

Date of Allotment	No. of Eq. Shares		Face Value (Rs)		Issue Price (Rs)			Consideration (Cash, other than cash etc)		Nature of allotment	Cumulative						Remarks
											No. of Eq. Shares		Eq. Share Capital (Rs) in crs		Eq. Share Premium (Rs)
May 13, 2006		—		2		—			—	Sub Division Rs.5 to Rs 2		279,346,173		55.87		—
May 20, 2006		279,148,238		2		—			—	Bonus 1:1		558,494,411		116.70		—
June 22, 2007		150,000,000		2	US$ (INR	13.44 544.32	)		—	Equity Shares representing ADS		708,494,411		141.70
July 21, 2009		123,456,790		2	US$ (INR	12.15 591.95	)		—	Equity Shares representing ADS		831,951,201		166.39
July 31, 2009		84,49,211		2	US$ (INR	12.15 591.95	)			Equity Shares representing ADS		840,400,422		168.08
June 23, 2010		—		1		—			—	Sub Division Rs.2 to Re.1		168,08,00,844		168.08
June 23, 2010		168,04,06,690		1		—			—	Bonus 1:1		168,04,06,690		168.04

Details of any Acquisition or Amalgamation in the last 1 Year

Sterlite Opportunities and Ventures Limited was amalgamated with Sterlite Industries (India) Limited.

Details of any Reorganisation or Reconstruction in the last 1 Year

NIL

However, On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) has announced Group Consolidation Scheme by way of an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create SesaSterlite (“SesaSterlite”) and a consolidation of various subsidiaries held within the Vedanta Group. The Scheme has already been approved by the shareholders of the Company. The Group Consolidation Scheme has not been completed yet. The Details of the scheme are given in this document.

Details of the shareholding of the Company as on 31^ST Dec 2012 :

(i) Shareholding Pattern of the Company as on 31^ST Dec 2012

Sr. No.	Particulars	Total No. of Shares		No. of Shares held in Dmat Form		% Shareholding
(i)	A. PROMOTERS HOLDING
	Indian Promoters		12,07,87,719		12,07,87,719		3.59	%
	Foreign Promoters		1,67,11,44,924		1,67,11,44,924		49.72	%
	ADS		16,54,87,852		16,54,87,852		4.92	%

25

	Total (A)	1,95,74,20,495	1,95,74,20,495	58.24	%
(ii)	B. PUBLIC SHAREHOLDING
	Banks, Financial Institutions, Insurance Companies etc	191883472	191883472	5.71	%
	Foreign Institutional Investors (FII’s)	472481703	472455663	14.06	%
	Foreign Direct Investment (FDI)
	Mutual Funds (including UTI)	124485501	124461301	3.70	%
	Bodies Corporate	102317917	102088501	3.04	%
	Individual Public	149484046	141780721	4.45	%
	Others	87058260	14767304	2.59
	h) Shares held by custodians against which Depository Receipts have been issued	276073340	276073340	8,21	%
	Total (B)	1403784239	1323510302	41.76	%
	Grand Total	3,36,12,07,534	3,28,09,30,797	100.00	%

(iii) List of Top 10 holders of equity shares of the Company as on 31^ST Dec 2012

S. No.	Name of Shareholder with Address	No. of Equity Shares (Face value of shareholding Re.1/- each)		Shares held (%)
1.	TWIN STAR HOLDINGS LIMITED C/O MULTICONSULT LIMITED ROGERS HOUSE, 5 PRESIDENT JOHNKENNEDY STREET, PORT LOUIS, MAURITIUS 111111		1,671,144,924		49.72
2.	THE MADRAS ALUMINIUM COMPANY LIMITED METTUR DAM, R S, DISTRICT SALEM, TAMILNADU636402		119,750,659		3.56
3.	LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021		9,29,83,906		2.77
4.	VANGUARD EMERGING MARKETS STOCK INDEX FUND, DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, POST BOX NO. 1142, FORT, MUMBAI 400 001		2,52,18,933		0.75
5.	HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED, HSBC SECURITIES SERVICES, 2ND FLOOR “SHIV”, PLOT NO 139-140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057		3,46,60,264		1.03
6.	HDFC STANDARD LIFE INSURANCE COMPANY LIMITED HDFC BANK LTD, CUSTODY SERVICES, LODHA - I THINK TECHNO CAMPUS, OFF FLR 8, KANJURMARG EAST MUMBAI 400042		22,155,185		0.66
7.	LIC OF INDIA MARKET PLUS 1 GROWTH FUND INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG,		21,606,055		0.64

26

	MUMBAI 400021
8.	MORGAN STANLEY ASIA (SINGAPORE) PTE. , HSBC SECURITIES SERVICES, 2ND FLOOR, SHIV, PLOT NO.139- 140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057	1,74,44,986	0.52
9.	ABU DHABI INVESTMENT AUTHORITY - GULAB JPMORGAN CHASE BANK N.A., INDIA SUB CUSTODY, 6th FLOOR, PARADIGM B, MINDSPACE, MALAD W, MUMBAI 400064	17,549,834	0.52
10.	BHADRAM JANHIT SHALIKA -C/O TODARWAL & TODARWAL 112 MAKER BHAWAN NO 3 21 NEW MARINE LINES MUMBAI - 400020	7,10,14,100	2.11

* WITHOUT CONSIDERING ADS HOLDING

Details regarding the directors of the Company:

(i) Details of Current Directors of the Company

27

S. No.	Name, Designation and DIN	Age (Years)	Address	Director of the Company Since	Details of other Directorships held
1	Mr. Anil Agarwal Chairman and Non-Executive Director DIN: 0010883	59	113/114 Samudra Mahal, Worli, Mumbai, 400018 Maharashtra, INDIA	21-11-1978	•  Sterlite Technologies Limited •  Vedanta Resources Plc., UK •  Anil Agarwal Foundation- Under Section 25 of the Companies Act, 1956
2	Mr. Navin Agarwal Executive Vice-Chairman DIN: 00006303	51	Soham, 8/738 Behramji Gamadia Road (Carmichael Road), Mumbai - 400026, Maharashtra, INDIA	01-08-2003	•  Bharat Aluminium Company Limited •  Hindustan Zinc Limited •  Cairn India Limited •  The Madras Aluminium Co. Limited •  Sterlite Iron & Steel Company Limited •  Vedanta Aluminium Limited •  Hare Krishna Packaging Private Limited •  Konkola Copper Mines, Plc. •  Vedanta Resources Plc., UK •  Vedanta Resources Holdings Limited •  Vedanta Resources Investment Limited
3	Mr. Gautam Bhailal Doshi Non-Executive Independent Director DIN: 00004612	59	402, Hamilton Court, Tagore Road, Santa Cruz (West), Mumbai - 400054 Maharashtra, INDIA	29-06-2001	•  Sonata Investments Limited •  Reliance Communications Infrastructure Limited •  Reliance Media Works Limited •  Reliance Anil Dhirubhai Ambani Group Limited •  Reliance Big TV Limited •  Reliance Telecom Limited •  Piramal Life Sciences Limited •  Digital Bridge Foundation (Sec. 25 Comp) •  Reliance Broadcast Network Limited •  Reliance Home Finance Private Limited •  Telecom Infrastructure Finance Private Limited •  Connect Infotain Private Ltd

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4	Mr. Berjis Minoo Desai Non-Executive Independent Director DIN: 00153675	56	YEZERINA-II Road No 5, 740/741 DadarParsi Colony Dadar, Mumbai – 400014 Maharashtra, INDIA	29-01-2003	•  The Great Eastern Shipping Company Limited •  NOCIL Limited •  Praj Industries Limited •  Edelweiss Financial Services Limited •  Adani Enterprises Limited •  Deepak Nitrite Limited •  HimatsingkaSeide Limited •  DCW Limited •  Greatship (India) Limited •  Emcure Pharmaceuticals Limited •  JSA Law Limited •  JSA Lex Holdings Limited • Divatex Home Fashions Inc •  Centurm Fiscal Private Limited •  Capricorn Studfarm Private Limited •  Capricorn Agrifarms& Developers Private Limited •  Sabre Partners India Advisors Private Limited •  Eden Relators Private Limited •  Equine Bloodstock Private Limited
5	Mr. Sandeep H. Junnarkar Non-Executive Independent Director DIN: 00003534	61	Flat no. 1702, Wallace Apartment, Naushir Bharucha Marg, Mumbai – 400007 Maharashtra, INDIA	29-06-2001	•  Everest Industries Limited •  Excel Crop Care Limited •  IL&FS Infrastructure Development Corpn, Limited •  Jai Corp. Limited •  Jai Realty Ventures Limited •  Reliance Industrial Infrastructure Limited •  Reliance Industrial Investments & Holdings Limited •  Reliance Ports and Terminals Limited
6	Mr. A. R. Narayanaswamy Non-Executive Independent Director	60	A-12, Archana CHS, Juhu Versova Link Road, Andheri (West),	23.07.2011	•  Hindustan Zinc Limited •  Sterlite Technologies Limited •  Ibis Logistics Private Limited •  Ibis Systems and Solutions Private Limited

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	DIN: 00818169		Mumbai - 400053, Maharashtra, INDIA		•  Ibis Softec Solutions Private Limited
7	Mr. D. D. Jalan Whole Time Director & Chief Financial Officer DIN: 00006882	56	Ashoka Towers, Apartment no. 807, Tower D, 63/74, Dr. S. S. Rao Marg, Parel, Mumbai – 400012 Maharashtra, INDIA	24.12.2008	•  Vedanta Resources Finance Limited •  Vedanta Resources Cyprus Limited •  Vedanta Resources Jersey Limited •  Vedanta Resources Jersey II Limited •  Vedanta Investment Jersey Limited •  Sesa Resources Limited •  Sesa Mining Corporation Limited •  Thalanga Copper Mines Pty Limited •  Copper Mines of Tasmania Pty Limited •  Sterlite Ports Limited •  SterliteInfraventures Limited •  Vizag General Cargo Berth Private Limited •  Paradip Multi Cargo Berth Private Limited •  Twinstar Energy Holdings Limited •  Twinstar Mauritius Holdings Limited •  THL Zinc Ventures Limited •  THL Zinc Limited •   Pecvest 17 (Pty) Limited – South Africa

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(ii) Details of Change in Directors since last three Years:

Name, Designation and DIN	Date of Appointment	Director of the Company since (In case of Resignation)	Remarks
Mr. A. R. Narayanaswamy Non-Executive Independent Director DIN: 00818169	23.07.2011	NA	—

Details regarding Auditors of the Company:

(i) Details of Auditors of the Company:

Name	Address	Auditor Since
Deloitte Haskins & Sells, Chartered Accountants	12, Dr. Annie Besant Road, Worli, Mumbai – 400 018 Tel: +91 22 6667 9000 Fax: +91 22 6667 9025	2008
M/s Chaturvedi & Shah Chartered Accountants	912-913 Tulsiani Chambers Nariman Point Mumbai – 400 021	1975

(ii) Details of change in Auditors since last 3 Years

No Change

Details of Borrowings of the Company as on 31^ST Dec 2012

(i) Details of Secured Loan Facilities#:

					Rs Crs
Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)	Principal Amt Outstanding (Rs. Crores)	Repayment Date/ Schedule	Security
Citibank	Buyers Credit	210	0	NA	By way of joint deed of hypothecation on Stock & debtors
Deutsche Bank	Buyers Credit	200.00	200.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
HDFC Bank	Buyers Credit	150.00	150.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
ICICI Bank	Buyers Credit	1,200.00	664.23	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
IDBI Bank	Buyers Credit	382.00	382.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
SBI Bank	Buyers Credit	400.00	0	Various	By way of joint

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maturities* deed of hypothecation on Stock & debtors

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Secured NCD are covered under point no. (iii) Details of NCD.

(ii) Details of Unsecured Loan Facilities#:

Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)		Principal Amt Outstanding (Rs. Crores)		Repayment Date/ Schedule
DBS Bank (Off Shore lines)	Buyer’s Credit		256.47		256.47	Various maturities*
Deutsche Bank	Buyers Credit		453.54		453.54	Various maturities*
HDFC Bank	Buyers Credit		640.79		640.79	Various maturities*
IDBI Bank	Buyers Credit		517.53		517.53	Various maturities*
State Industries Promotion Corporation of Tamilnadu Limited	Deferred Sales Tax Liability		89.02		89.02	14 Years from the date of Deferment

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Unsecured FCCB are covered under point no. (vi) Details of Rest of Borrowings.

(iii) Details of NCDs as on 31^th Dec 2012:

Debenture Series	Tenor/Period of Maturity	Coupon			Amount (Rs. In Crs)		Date of Allotment		Redemption Date / Schedule		Credit Rating	Secured / Unsecured	Security
(i)	10 Years		8.24	%		60		10.04.2003		09.04.2013	AA+	Secured	Charge on assets
(ii)	10 Years		9.40	%		500		25.10.2012		25.10.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(iii)	10 Years		9.40	%		500		27.11.2012		27.11.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(iv)	10 Years		9.24	%		500		06.12.2012		06.12.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(v)	10 Years		9.24	%		500		20.12.2012		20.12.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover

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(iii) List of Top 10 Debenture Holders as on 15^th March 2012

Sr. No.	Name of Debenture Holders	Amount (Rs. In Crs)
1.	IDFC DYNAMIC BOND FUND		405.00
2.	YES BANK LIMITED		270.00
3.	IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND		250.00
4.	IDFC SUPER SAVER INCOME FUND- INVESTMENT PLAN		175.00
5.	AXIS BANK LIMITED		130.00
6.	KOTAK MAHINDRA TRUSTEE COMPANY LTD. A/C. KOTAK MAHINDRA BOND SHORT TERM PLAN		95.00
7.	KOTAK MAHINDRA TRUSTEE COMPANY LTD. A/C. KOTAK MAHINDRA BOND UNIT SCHEME 99		75.00
8.	THE RATNAKAR BANK LTD		75.00
9	LIC OF INDIA		60.00
10.	RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCE REGULAR SAVINGS FUND-DEBT OPTION		50.00
11.	HDFC TRUSTEE COMPANY LTD A/C HDFC MEDIUM TERM OPPORTUNITIES FUND		50.00

(iv) Amount of Corporate Guarantee issued by the Issuer along with name of the Counterparty, on behalf of whom it has been issued as on 31^st December 2012

Counterparty	Amount (In RsCrs)
Copper Mines of Tasmania		47.70
Vedanta Aluminium Ltd		6,538.34
Sterlite Energy Limited		8,210.37
Talwandi Sabo Power Ltd		3,824.44
Sterlite Infrastructure Ltd		2,522.73
Vizag General Cargo Berth		542.24
Total		21,685.81

(v) Details of Commercial Papers:

The total Face Value of Commercial Papers Outstanding as on 31^st December 2012 is NIL. Break up of the same is as below:

Maturity Date	Amount Outstanding (Face Value) (Rs. In Crs)
NA		NIL

(vi) Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st December 2012:

Party Name (in case of Facility) / Instrument Name	Type of Facility / Instrument	Amount Sanctioned / Issued (Amount in USD Mn)		Principal Amt Outstanding (Amount in USD Mn)		Repayment Date / Schedule	Credit Rating	Secured / Unsecured	Security
Foreign Currency Convertible Bonds	FCCB		USD 500 Million		USD 500 Million	30-Oct-14	NA	Unsecured	NA

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(vii) Details of all default/s and/or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Company, in the past 5 years:

NIL

Other Borrowing Details

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

NIL

(c) Details of Promoters of the Company:

(d) Details of Promoter Holding in the Company as on 31^st December 2012:

Sr No	Name of the Shareholders	Total No. of Equity Shares		No. of Shares in Dmat Form		Total Shareholding as % of total no of equity shares			No. of Shares Pledged	% of Shares pledged with respect to shares owned
1	Indian Promoters
	Madras Aluminium Company Limited		119750659		119750659		3.56		Nil	Nil
	Ankit Agarwal		342000		342000		0.01		Nil	Nil
	Pratik Agarwal		316000		316000		0.01		Nil	Nil
	Agarwal Galvanising Private Limited		202900		202900		0.01		Nil	Nil
	SumanDidwania		146160		146160		0.00		Nil	Nil
	SakshiDidwania		30000		30000		0.00		Nil	Nil
2	FOREIGN PROMOTERS
	Twinstar Holdings Limited		16,71,144,924		16,71,144,924		49.72		Nil	Nil
	Twinstar Holdings Limited (Equity Shares underlying the ADS holding)		165,487,852		165,487,852		4.92	%	Nil	Nil
	Total		1,95,74,20,495		1,95,74,20,495		58.24	%	Nil	Nil

Note: Twinstar Holdings Limited (Foreign Promoter) holds 165,487,852 equity shares underlying the ADS (representing 4.92% of the share capital of the company). One (1) American Depository Shares represents Four (4) equity shares of Re.1/-.

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Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly

Standalone										(Rs. In Crs)
Parameters	Up to latest 9 Months			FY 2012			FY 2011			FY 2010
Networth		25,646.63			24,737.38			23,228.90			22,268.08
Total Debt		7,800.00			5,333.35			5,761.03			5,322.20
-of which – Non Current Maturities of Long Term Borrowing		4,475.43			2,280.98			2,133.65			2,537.34
-Short Term Borrowing		3,264.57			3,049.25			3,605.76			2,784.86
-Current Maturities of Long Term Borrowing		60.00			3.13			21.63			—
Net Fixed Assets		2,361.19			2,202.79			1,887.43			1,826.63
Non Current Assets		11,590.86			9,994.11			6,118.97			5,368.22
Cash and Cash Equivalents		1,709.87			1,975.98			1,891.28			2,284.91
Current Investments		912.37			1,726.12			3,095.44			5,615.95
Current Assets		25,844.92			24,307.93			27,159.61			16,914.12
Current Liabilities		6,958.35			6,962.92			7,483.17			1,770.83
Net sales		13,961.09			18,092.06			15,307.14			13,114.28
EBITDA		597.94			1,205.00			754.27			559.92
EBIT		1,983.46			3,028.62			2,191.15			1,477.77
Interest		410.45			597.46			317.02			256.44
PAT		1,291.95			1,657.48			1,419.71			831.50
Dividend amounts(paid)		(719.89	)		(765.37	)		(370.35	)		(343.53	)

Consolidated							(Rs. In Crs)
Parameters	Up to latest 9 Months		2011-12		2010-11		2009-10
Networth		49,728.93		46,055.68		41,435.48		37,012.00
Total Debt		18,660.78		15,694.44		11,729.25		9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,331.28		7,448.64		5,355.48		NA
-Short Term Borrowing		7,401.04		7,023.86		5,592.07		NA

35

-Current Maturities of Long Term Borrowing	928.46	1,221.94		781.70		NA
Net Fixed Assets (including CWIP)	38,602.81	33,501.46		27,424.30		23,350.00
Non Current Assets	49,059.95	45,790.98		35,577.59		NA
Cash and Cash Equivalents	9,695.07	8,539.20		9,501.99		3,337.76
Current Investments	13,302.38	14,419.94		12,644.51		17,975.51
Current Assets	44,912.52	39,691.75		38,868.11		17,511.41
Current Liabilities	15,929.57	16,105.32		14,001.69		4,931.90
Net sales	32,312.71	40,966.77		30,248.06		24,500.60
EBITDA	7,252.00	10,169.00		8,050.00		8,031.00
EBIT	5,674.00	8,339.19		7,019.87		7,281.21
Interest	646.47	852.42		350.93		292.42
PAT	4,135.69	4,827.92		5,042.52		3,743.74
Dividend amounts	#	(1,311.33	)	(501.81	)	(448.84	)

# To be calculated at the year end

NA: Not Available

Any material event/ development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

(i) The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company has filed a statutory appeal on 01-04-2013 before the National Green Tribunal, Chennai. The appeal has been admitted and is listed for further hearing. The Company is parallely engaged with TNPCB and Govt. of Tamil Nadu for early restart of the Unit.

(ii) The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

The Apex Court has directed the Company to pay Rs.100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

(iii) On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various

36

subsidiaries held within the Vedanta Group. The detail of the scheme and its impact has been explained in this Disclosure Document.

This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

No other material event / development or change has occurred at the time of Issue which may affect the Issue or the Debenture holders’ decision to invest / continue to invest in the debt securities.

Debenture Trustee

Axis Trustee Services Limited has been appointed as Debenture Trustee for the proposed NCD issue. The Debenture Trustee has given their consent to the Issuer for its appointment and a copy of the consent letter is enclosed as Annexure to this document. The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

The Trustees will protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. The major events of default which happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) below become due and will necessitate repayment before stated maturity are as follows:

(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures;

(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.

The rating rationale(s) adopted / credit rating letter issued by the rating agencies shall be disclosed

The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) and “IND AA+ (EXP)” (Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

The rating letter along with rating rationale as released by Rating Agencies is attached at the end of this document.

Names of All the Recognized Stock Exchanges Where Securities Are Proposed To Be Listed

37

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd. (‘BSE’). In-principal Approval from the stock exchange has been obtained.

Details of debt Securities issued and sought to be listed including face value, nature of debt securities, mode of issue, public issue or private placement

Under the purview of current document, the Company intends to raise an amount of Rs. 2500 Crores by Private Placement of Secured, Redeemable, Non-Convertible Debentures (NCDs) of Face Value of Rs.10,00,000/- each.

The company has a valid rating “CRISIL AA+/Stable” and “IND AA+ (EXP)” by CRISIL and India Ratings respectively. As per the details given below, the rating letter is enclosed at the end of this document.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Detailed term sheet for the debenture issue has been put under “Issue Details” in this Disclosure Document.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

Issue Size

The company proposes to mobilize through private placement of secured, non-convertible debentures (NCDs) of face value of Rs. 10,00,000/- each aggregating up to Rs. 2500 crores.

For Details of the issue, please refer “Issue Details” in this document”

Details of utilisation of issue proceeds

The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose.

Particulars of the issue

A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer

Material Contracts - By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date

Para A:

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a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.

b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.

Para B: Documents

• Memorandum and Articles of Association of the Company, as amended from time to time.

• Credit Rating Letters for the current Placements.

• Letter from BSE conveying its in-principle approval.

• Board Resolution approving the proposed private placement.

• AGM Resolution providing for the Borrowing Powers of the Company.

• Consent letters of the Trustees to the Debenture holders.

• Annual Reports of the Company for the last three years.

• Auditor’s Report in respect of the Financials of the Company.

Governing Law & Provisions

The Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and the Trust Deed. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by Securities & Exchange Board of India (SEBI), concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the Court at Mumbai, Maharashtra.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000/- and is issued at par i.e. for Rs. 10,00,000/-. Since there is no premium or discount on either issue price or on redemption value of the Debenture, the effective yield for the investors held to maturity shall be the same as the coupon rate on the Debentures.

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Deemed Date of Allotment

All benefits related to the Debentures will be available to the allottees from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company will pay interest on the application money from the date of realisation of Cheque(s)/Demand draft(s) up to, but not including the Deemed Date of Allotment, in respect of the application money.

Security

The Debentures shall be secured by way of Registered and/or Equitable Mortgage(s) by deposit of Title Deeds/ Memorandum of Entry of certain immovable properties (plant and machinery & other fixed assets as well as work in progress) and/or by hypothecation of movable assets excluding current assets of the Company and /or its subsidiary company as may be identified for this purpose in such form and manner in one or more tranche(s) and through one or more security documents. The security can be created in any manner, subject to the satisfaction of the Debenture Trustee. The Security shall be created by way of first/pari-passu charge.

39

The Company shall within 180 days from the deemed date of allotment of the proposed NCDs and at all times thereafter maintain a minimum security cover of 1.25 times of the face value of debentures outstanding under the present issuance of NCDs.

Security Creation

Security to be created within 180 days from the date of allotment or extended period as agreed by the Debenture Trustee / Debenture Holders.

Market Lot

The market lot shall be one Debentures Series of face value of Rs. 10 Lac each (“Market Lot”). Since the NCDs are being issued only in dematerialised form, odd lots will not arise.

Interest on Application Money

Interest on application money at the coupon rate (subject to deduction of tax at source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realization of cheque(s) / demand draft(s) up to the date immediately preceding the Deemed Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. The relevant interest warrant(s) / cheque(s) will be dispatched by Courier/Registered Post/Hand Delivery along with the letter(s) of allotment, as the case may be, at the sole risk of the applicant, to the applicant at the address registered with the Company within 30 days from the date of allotment. No interest on application money shall be paid to the applicants whose applications are rejected. In the case of applicants whose applications are accepted in part, no interest shall be paid on the portion of the application money refunded to them.

Interest on NCDs

The Debentures shall carry interest at the rate of coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) throughout the tenure of the Debentures and up to final redemption thereof.

The interest will be paid to the registered Debenture holders recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. In the event of the Company not receiving any notice of transfer along with the original Debenture certificates at least fifteen calendar days before the respective due dates for payment of interest, the transferee(s) for the Debentures shall not have any claim against the Company in respect of interest so paid to the registered Debenture holder(s). Wherever the signature(s) of such transferor(s) in the intimation sent to the Company is / are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Company, all payments of remaining interest on such Debenture(s) will be kept in abeyance by the Company till such time the Company is satisfied in this regard.

Payment will be made by way of RTGS/ NEFT/ Electronic mode or by cheque(s) / interest warrant(s) which will be dispatched to the Debenture holder(s) by Courier / Registered Post / Hand Delivery, in accordance with the existing rules / laws at the sole risk of the Debenture holder(s) to the sole holder(s) / first named holder(s) at the address registered with the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/Actual basis, i.e., Actual number of days elapsed divided by the actual number of days in the year.

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If any of the interest payment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under:

“Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.”

The amendment, which will be effective 1^st June 2008, will have following implications:

Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

Debentures in Dematerialized Form

The Company has finalized Depository Arrangements with NSDL and CDSL for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form., Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL / CDSL / Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

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The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company.

Payment on Redemption

The debentures shall be redeemed at par at the end of the tenor, as mentioned in the issue details. The amounts due on redemption will be paid to the registered Debenture holder(s) whose name(s) is / are recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders as on the record date.

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS system/ NEFT funds transfer in the name of Debenture Holder(s) whose names appear on the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Payment shall be made by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment.

If any of the principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Right to Reissue Debenture(s)

The Company will have the power, as provided for under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations, if any. This right does not construe a call option. In the event of the Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible debenture in their place.

The Company may also, at its discretion and as per the prevailing guidelines/regulations at any time purchase Secured Non Convertible Debenture at discount, at par or at premium in the open market. Such Secured Non Convertible Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by Law.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

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Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debentureholder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debentureholder on production of sufficient documentary proof or indemnity.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated by the company, with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Letter/s of allotment/ refund order(s) and interest in case of delay in dispatch

The Company shall take necessary steps within 2 working days from the deemed date of allotment for giving dmat credit.

The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Bank account details not given;

b. Details for issue of debentures in electronic/ dematerialised form not given; PAN not mentioned in appropriate place.

c. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted.

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Documentation

The issuer shall get the NCDs listed and comply with the SEBI guidelines, if any, applicable to the present issue. The issuer shall ensure that all the consents and resolution required to issue the Debentures are in place prior to the issue.

Who Can Apply

The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorised to invest in Debentures;

8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Any investor(s) authorized to invest in the private placement.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue. Hosting of Disclosure Document should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility before making any investment.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws made by other than for scheduled Commercial Banks (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

Applications under Power of Attorney

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to the Issue after submission of the Application Form to the bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

PAN/GIR Number

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All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Nomination Facility

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Disputes and Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed/Trustee Agreement.

Trading of Debentures

The debenture shall be traded in dmat mode only and the marketable lot would be one debenture. Stock exchange may change the market lot as per its rules and regulations time to time.

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Mode of Subscription/ How to Apply

All Application Forms, duly completed, together with cheque/ demand draft in favor of Sterlite Industries (India) Ltd. must be delivered before the closing date of the issue to the Arranger of the Issue. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Investors may also remit their subscription money by way of RTGS/NEFT/ Account Transfer for credit in the account of Sterlite Industries (India) Ltd.

Effect of Holidays

If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Record Date

The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date on redemption or on exercise of put/call option date.

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In case the Record Date/Book Closure Date falls on Sunday/Holiday, the day prior to the said Sunday/Holiday will be considered as the record date/book closure date.

Notice Period for Exercising Put/Call Option

Notice for exercising the put/call option shall be served at least 30 days prior to the applicable date for redemption under put/call option.

Payment on exercise of Put / Call Option

The right to exercise put or call option shall be as per the terms of the NCD issue. In case of Put option, the Debenture holder shall have the right to —Put the NCD’s i.e. get them redeemed on completion of the number of years / months as specified in the terms of the NCD issue from the deemed date of allotment. For availing of this facility, the Debenture holder shall forward the request in writing to the Company not less than 30 days (both dates exclusive) prior to the due date for redemption. In case of call option, Company shall have the right to —Call the entire/part amount of NCD’s on completion of the number of years/months as specified in the terms of the NCD issue for each series from the deemed date of allotment. The Company can exercise the call option by issuing notice to the debenture and/or by notifying its intention to do so through a public notice at least in one all India English and in one all India Hindi daily newspapers at least 30 days prior to the due date. In case, Company exercises the —Call option or the investor exercises the put option, the interest in relation to such NCDs shall cease from the put/call date.

Notices

The notices required to be given by the Company to the Debenture holder(s) or the Trustees shall be deemed to have been given if sent by registered post/ reputed courier to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s)/ Debenture trustee shall be sent by registered post, or by hand delivery to company or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices / correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post, or by hand delivery to the Registrar, or to such persons at such address as may be notified by the Company from time to time. If any such communication by the Debenture Holder(s) is bound to be received within a stipulated timeline, the onus of compliance with such timeline shall be on the Debenture Holder(s).

Rights of Debenture holders

The rights of the Debenture holder shall be as per the Debenture trust deed.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.

Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Company for the debentures in accordance with Section 117C of the Companies Act, 1956.

That The Permission/ Consent from the Prior Creditor for a Second or Pari Passu Charge Being Created In Favour Of the Trustees to the Proposed Issue Has Been Obtained

The assets proposed to be offered as security to the debenture holders is free from any prior charge/encumbrances except as already charged / mortgaged to the existing secured lenders. Permission, if any required to be obtained, shall be obtained before creation of security.

B. ISSUE DETAILS

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Security Name	9.10% Sterlite Industries, April 2023
Issuer	Sterlite Industries (India) Limited
Type of Instrument	Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Debenture (SRNCD)
Nature of Instrument	Secured
Seniority	Senior
Mode of Issue	Private Placement
Eligible Investors	The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.
	1. Scheduled Commercial Banks;
	2. Financial Institutions;
	3. Insurance Companies;
	4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);
	5. Regional Rural Banks;
	6. Mutual Funds;
	7. Companies, Bodies Corporate authorised to invest in Debentures;
	8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.
	9. Any other investor(s) authorized to invest in the private placement.
Listing	On Bombay Stock Exchange. Listing application shall be filed with the stock exchange within within 15 days from the date of allotment. In case of delay in listing beyond 20 days from the deemed date of allotment, the company will penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing.
Rating of the Instrument	“CRISIL AA+/Stable” by CRISIL and “IND AA+(EXP)” by India Ratings
Issue Size	Rs. 2500 Crores (Rupees Two Thousand Five Hundred Crores only)
Option to retain oversubscription	NIL
Objects of the Issue	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Details of the utilisation of the Proceeds	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Coupon Rate	9.10% p.a
Step Up/ Step Down Coupon Rate	N.A.
Coupon Payment Frequency	Annual
Coupon Payment Dates	05th April every year till maturity, if call/put option is not exercised, otherwise up to the call/put option date.
Coupon Type	Fixed
Coupon Reset Process	None

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	Actual/Actual Basis
Day Count Basis	Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be.
Interest on application money	At the coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / demand draft(s) up to one day prior to the Deemed Date of Allotment.
Default Interest Rate	In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the Coupon Rate will be payable by the company for the defaulting period.
Tenor	10 Years from the Deemed Date of Allotment
Redemption Date	05th April 2023
Redemption Premium / Discount	NIL
Issue Price	Rs.10,00,000 per Debenture
Discount at which security is issued and the effective yield as a result of such discount	N.A., as the security is being issued at par
Put Option Date	05 April 2018
Put Option Price	At the face value i.e. Rs.10,00,000 per Debenture
Call Option Date	05 April 2018
Call Option Price	At the face value i.e. Rs.10,00,000 per Debenture
Put Notification Time	30 days prior to the applicable Put Date
Call Notification Time	30 days prior to the applicable Call date
Face Value	Rs.10,00,000 per Debenture
Minimum Application	1 Debenture of Rs.10,00,000 each and in multiple of 1 thereafter
Issue Timing#:
1.      Issue Opening Date	05th April 2013
2.      Issue Closing Date	05th April 2013
3.      Pay – in – Date	05th April 2013
4.      Deemed Date of  Allotment	05th April 2013
Mode of issuance	Only in Dematerialized form
Mode of Trading	Only in Dematerialized form
Settlement	Payment of interest and principal will be made by way of Cheque / DD / Electronic mode.
Depository	NSDL / CDSL
Business Day Convention	If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date. Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

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Record Date	15 Days prior to each Coupon Payment / Put Option Date / Call Option Date / Redemption Date.
Security	Security cover of 1.25 times, on the face value of outstanding debentures, by way of charge on the assets of the company and/or assets of Sterlite Energy Ltd. at all times during the currency of the debenture.
Security Creation	Within 180 days from the deemed date of allotment. In case of delay in execution of Trust Deed and Charge documents, beyond 180 days or such extended period as may be agreed by the Debenture Trustee/Debenture Holders, the Company will refund the subscription with agreed rate of interest or will pay penal interest @ 2% p.a. over the coupon rate till these conditions are complied with at the option of the investors.
Future Borrowings	As long as the Company maintains the stipulated security cover on the NCD, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Trustee. Further, the Company / Sterlite Energy Limited shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained.
Impact of Proposed Group Consolidation Scheme	Vedanta Group has announced its Group Consolidation Scheme, under which, among others, Sterlite Industries (India) Limited will merge into Sesa Goa and also Sterlite Energy Limited will merge into Sesa Goa. Sesa Goa, after the completion of the scheme, shall be renamed as Sesa Sterlite. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited. The NCDs issued/to be issued by the company under the present document, shall, on the completion of the Group Consolidation Scheme, become the NCDs issued by Sesa Sterlite. No approval in any form shall be required from the Debentureholders /Debenture Trustee in relation to this Scheme. Further, the security for the debentures is proposed to be created on the assets of Sterlite Energy Limited (SEL), subsidiary of Sterlite Industries (India) Limited. As a part of the Scheme, SEL is also proposed to be merged into Sesa Sterlite along with Sterlite. Thus, the assets of the subsidiary shall become the assets of the Issuer itself. At any point of time, the Issuer / Sterlite Energy Limited shall not be required to obtain any consent or approval from the Debentureholders/ Debenture Trustee in relation to any scheme of merger, demerger, consolidation, reconstruction or any other scheme by whatever name it may be called, as long as the stipulated security cover of 1.25 times on the outstanding amount of Debentures is maintained.
Transaction Documents	(a) Letter appointing Registrar and Transfer Agents and copy of MoU

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	entered into between the Company and the Registrar. (b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.
Conditions Precedent to Disbursement	(i)	Credit Rating of “CRISIL AA+/Stable” by CRISIL and “IND AA+ (EXP)” by India Ratings
	(ii)	In-principal listing approval from the stock exchange
	(iii)	Consent Letter from the Debenture Trustee
Conditions Subsequent to Disbursement	(i)	Listing of the Debentures on the Stock Exchange
	(ii)	Security Creation for the Debentures as per the terms of this Disclosure Document, including execution of the Trust Deed, as may be necessary
Event of Defaults	(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures; (ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees. In case, the above events of default happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) above become due, it will necessitate repayment before stated maturity.
Provisions related to Cross Default	N.A.
Debenture Trustee	Axis Trustee Services Ltd.
Role and Responsibilities of Debenture Trustee	The Company has appointed Axis Trustee Services Ltd. registered with SEBI, as Debenture Trustees for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).
Governing Law and Jurisdiction	The Debentures shall be construed to be governed in accordance with Indian Laws. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions of this Disclosure Document and Terms and Conditions of the Debenture Trust Deed/Trustee Agreement.

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# The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the issuer will intimate the investors about the revised issue programme.

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012.

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed by Mr. P Ramnath, CEO and Mr. C Prabhakaran, Associate Vice President of the Company, pursuant to the authority granted by the Board of Directors of the Company in their meeting held on 26^th March 2013.

For Sterlite Industries (India) Limited
/s/ P. Ramnath	/s/ C. Prabhakaran
Authorised Signatories
Date: 4th April 2013 Place: Tuticorin

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EX-4.25

Exhibit 4.25

Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008) and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012)

STERLITE INDUSTRIES (INDIA) LIMITED

Incorporated as Public Company under the Companies Act, 1956

Registered Office: SIPCOT Industrial Complex, Madurai Bypass RoadTV Puram

P.O Tuticorin- 628 002, Tamil Nadu, India Tel No: +91-461-4242591; Fax No: + 91-461-2340203

Website: www.sterlite-industries.com, Company Secretary: Mr. Rajiv Choubey

Disclosure Document for Private Placement of Secured, Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each, aggregating up to Rs. 450 Crores.

GENERAL RISK

For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this disclosure document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT Rating

The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (pronounced as Crisil Double A plus rating with stable outlook) and “IND AA+(EXP)” (pronounced as Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating obtained is subject to revision, suspend or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating.

LISTING

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd (BSE)

Issue Schedule

Issue Opens on	04th July 2013
Issue Closes On	04th July 2013
Deemed Date of Allotment	05th July 2013

The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the company at its sole and absolute discretion.

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ARRANGERS

	Deutsche Bank AG
Kotak Mahindra Bank Limited	Mumbai Branch
Bakhtawar , 2nd Floor	DB House
229, Nariman Point	Hazarimal Somani Marg
Mumbai 400 021	Fort, Mumbai – 400 001
Contact Person : Mr. Avinash Welekar	Ph: 022 -7158 4000
	Fax: 022 – 2207 2966
Transfer Agent	DEBENTURE TRUSTEES
Karvy Computershare Pvt Ltd 24-B, Rajabahadur	Axis Trustee Services Limited
Mansion 6, Ambalal Doshi Marg	Axis House, 2nd Floor
Behind BSE, Fort	Wadia International Centre
Mumbai - 400 023	P B Marg, Worli
Ph: 022 – 6623 5454	Mumbai – 400025
Fax: 022 – 6633 1135	Ph: 022 – 2425 2525
	Fax: 022 - 2425 4200

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DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange of India Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI.

This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

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Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE ARRANGER

The Issuer has prepared this Disclosure Document based on the terms set out herein and the Issuer is solely responsible for its contents and such information has not been independently verified by the Arranger. The Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. It is to be distinctly understood that this document should not in any way be deemed or construed to be prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

The Investor should carefully read and retain this Disclosure Document. However, the Investor should not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and the Investor should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. By accepting this Disclosure Document, you acknowledge that (a) the Arranger is not providing advice, (whether in relation to legal, tax or accounting issues or otherwise), (b) you understand that there may be legal, tax, accounting and/or other risks associated with the potential transaction.

This Disclosure Document is not intended to be (and should not be used as) the basis of any credit analysis or other evaluation and should not be considered as a recommendation by the Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is understood that each recipient of this Disclosure Document will perform its own independent investigation and credit analysis of the proposed financing and the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Issuer, based on such information and independent investigation as it deems relevant or appropriate and without reliance on the Arranger or on this Disclosure Document.

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DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

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TABLE OF CONTENTS

1)	DEFINITIONS/ ABBREVIATIONS
2)	ISSUER INFORMATION
	•	Incorporation Details
	•	Brief Summary of Business/Activities of the Issuer and its line of Business
	•	Details of Share Capital as on 30th September 2012
	•	Changes in Capital Structure as on 30th September 2012, for the last 5 Years
	•	Equity Share Capital History of the Company as on 30th September 2012, for the last 5 Years
	•	Details of any Acquisition or Amalgamation in the last 1 Year
	•	Details of any Reorganisation or Reconstruction in the last 1 Year
	•	Details of the shareholding of the Company as on 30th September 2012:
	•	Details regarding the directors of the Company
	•	Details regarding Auditors of the Company
	•	Details of Borrowings of the Company as on 30th September 2012
	•	Other Borrowing Details
	•	Details of Promoters of the Company
	•	Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly
3)	Any material event/ development or change
4)	Debenture Trustee
5)	The rating rationale(s)
6)	Stock Exchange Details
7)	Details of debt Securities issued
8)	Issue Size
9)	Details of utilisation of issue proceeds
10)	Particulars of the Issue
11)	Issue Details
12)	Declaration
13)	Annexures

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DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Us	Sterlite Industries (India) Limited
Board/ Board of Directors/ Director(s)	Board of Directors of Sterlite Industries (India) Limited
ADS	American Depository Shares
Balance sheet date	The last date of the financial year of the Company which is currently 31st March 13
Book Closure/ Record Date	The date of closure of register of Debentures for payment of interest and repayment of principal
CRISIL / CRISIL Ratings	CRISIL Ltd.
India Ratings / FITCH Ratings	India Ratings and Research Private Limited
CDSL	Central Depository Services (India) Limited
Depository	A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time
Depository Participant /DP	A Depository participant as defined under Depositories Act
Disclosure Document	Disclosure Document for Private Placement of 4,500 Secured Redeemable Non-Convertible Debentures of Rs.10,00,000/- each
FIIs	Foreign Institutional Investors
Financial Year / FY	Twelve months period ending March 31, of that particular year
FIs	Financial Institutions
NCDs/ Debentures	4500 (Four Thousand Five Hundred) Secured Redeemable Non Convertible Debentures of Rs.10,00,000/- each for cash
NRIs	Non Resident Indians
NSDL	National Securities Depository Limited
BSE	Bombay Stock Exchange of India Limited
OCBs	Overseas Corporate Bodies
PAN	Permanent Account Number
Rating	“CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) by CRISIL Ltd and “IND AA+(EXP)” (Ind Double A plus expected) by India Ratings and Research Private Limited
Rs./ INR	Indian National Rupee
RTGS	Real Time Gross Settlement
Scheme	Proposed Group Consolidation Scheme of Vedanta Group, wherein among others Sterlite Industries (India) Limited shall merge into Sesa Goa Limited. On completion of the Scheme Sesa Goa shall be renamed as Sesa Sterlite.
SEBI	The Securities Exchange and Board of India, constituted under the SEBI Act 1992
SEBI Act	Securities and Exchange Board of India Act, 1992, as amended from time to time
SEBI Regulations	Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012) as amended from time to time.
Security Cover	1.25 security cover on the fixed assets of the Company and / or its subsidiary / Associate Company
TDS	Tax Deducted at Source
The Companies Act	The Companies Act, 1956 as amended from time to time
The Issue/ The Offer/ Private Placement	Private Placement of 4500 Secured Redeemable Non Convertible Debentures of Rs.10,00,000/- each for cash
Trustee	AXIS Trustee Services Limited

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A. ISSUER INFORMATION

(a) Sterlite Industries (India) Limited was incorporated as public company under the Companies Act, 1956. Date of Incorporation: September 8, 1975

Name	Sterlite Industries (India) Limited
Company Registration No.	CIN - L65990TN1975PLC062634
Registered office	SIPCOT Industrial Complex, Madurai Bypass Road, TV Puram P.O Tuticorin- 628 002, Tamil Nadu, India. Tel No: +91-461-4242591; Fax No: + 91-461-2340203 Website: www.sterlite-industries.com
Corporate Office	75, Vedanta, Nehru Road, Ville Parle East, Mumbai- 400093
Company Secretary and Compliance Officer	Mr. Rajiv Choubey SIPCOT, Industrial Complex, Madurai- Bypass Road, T. V. Puram P. O. Tuticorin - 628002, Tamil Nadu, India Tel No: +91-461-4242591; Fax No: + 91-461-2340203 rajiv.choubey@vedanta.co.in
Chief Financial Officer	Mr. Din Dayal Jalan
Arranger for the NCD	Kotak Mahindra Bank Limited and Deutsche Bank AG
Debenture Trustee	Axis Trustee Services Limited Axis House, 2nd Floor Wadia International Centre P B Marg, Worli Mumbai – 400025
Registrar and Transfer Agents	Karvy Computershare Pvt Ltd 24-B, Rajabahadur Mansion 6, Ambalal DoshiMarg Fort, Mumbai 400023 Maharashtra, India Phone: 022-66235454 Fax: 022-66331135 Website: www.karvycomputershare.com
Credit Rating Agencies for the NCD	(i)     CRISIL Limited (ii)    India Ratings and Research Private Limited
Auditors	1. Deloitte Haskins & Sells, Chartered Accountants 12, Dr. Annie Besant Road Worli Mumbai – 400 018 Tel no. - +91 22 6667 9000 Fax no. - +91 22 6667 9025 2. M/s Chaturvedi & Shah, Chartered Accountants 912-913 Tulsiani Chambers Nariman Point Mumbai – 400 021

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(b) Brief Summary of Business/Activities of the Issuer and its line of Business

Sterlite Industries (India) Limited

Sterlite Industries (India) Limited (Sterlite) is the principal subsidiary of Vedanta Resources plc., a diversified and integrated FTSE 100 metals and mining company, with principal operations located in India, Australia, U.A.E, Namibia, South Africa and Ireland

Sterlite’s principal operating companies/asset comprise Hindustan Zinc Limited (HZL) for its fully integrated zinc and lead operations at India, Skorpion Zinc mine and refinery at Namibia, Black Mountain Zinc mine and Gamsberg project at South Africa and Lisheen mine in Ireland; Sterlite Copper - Tuticorin&Silvassa and Copper Mines of Tasmania Pty Limited (CMT) for its copper operations in India/ Australia; and Bharat Aluminium Company (BALCO), VAL (associate company) for its aluminium operations and Sterlite Energy Limited (SEL) for its commercial power generation business.

Sterlite is India’s one of the largest diversified non-ferrous metals and mining company. Sterlite is listed on BSE, NSE and NYSE. It was the first Indian Metals & Mining Company to list on the New York Stock Exchange.

Sterlite has continually demonstrated its ability to deliver major value creating projects, offering unparalleled growth at lowest costs and generating superior financial returns for its shareholders. At the same time, it strives that its expansion projects meet high conservative financial norms.

A majority of Company’s operations are certified to the International Standards like ISO 9001, ISO 14001 and OHSAS 18001.

Present Vedanta Group Structure

Note: Structure as at 31 March 2012

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Copper

Sterlite is one of the largest copper rod producers in Asia. Sterlite copper business comprises of two operations, namely, Sterlite custom smelting and refinery in India and CMT mining operations in Australia. The primary products in this segment are copper cathode and copper rods. The copper business comprises smelting, processing of copper and its by-products.

Sterlite’s operations include a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in the state of Tamil Nadu in southern India; and a refinery and two copper rod plants at Silvassa in the Union territory of Dadra and Nagar Haveli in western India, The Tuticorin Smelter has been operating for more than thirteen years in accordance with global standards. It employs the ISA Smelt process which is considered globally as an environmentally advanced technology. In addition, the company owns and operates the Mt. Lyell copper mine at Tasmania in Australia, which provides around 8% of the copper concentrate requirements at Sterlite Copper as well as a precious metal refinery and copper rod plant at Fujairah in the UAE.

The Hon’ble Supreme Court of India judgment dated April 02, 2013: The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

The Apex Court directed the Company to pay Rs.100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

TNPCB order dated March 29, 2013: The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company had filed a statutory appeal on 01-04-2013 before the National Green Tribunal (NGT), Chennai. NGT after due consideration allowed opening of the plant on May 31^st via its interim order pending final hearing on 10^th July 2013. However TNPCB challenged this decision in the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India has upheld the NGT’s decision to allow the plant to be opened till the final hearing and subsequently the operations were started on 23^rd June 2013.

Zinc and Lead

HZL was acquired by Sterlite in the year 2002 when the Government disinvested the stake in HZL. Sterlite has a 64.9% ownership interest in HZL, with the remainder owned by the Government of India (29.5%) and institutional and public shareholders (5.6%).

HZL’s operations include four lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, six sulphuric acid plants, a silver refinery and five captive power plants in the State of Rajasthan in Northwest India, one zinc smelter and a sulphuric acid plant in the State of Andhra Pradesh in Southeast India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant, one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India.

International Business

Sterlite through its wholly owned subsidiaries acquired Zinc assets comprising 100% of Skorpion, which owns the Skorpion mine and refinery in Namibia, a 74% stake in Black Mountain, whose assets include the Black Mountain mine and the Gamsberg project in South Africa, and 100%. of Lisheen, which owns the Lisheen mine in Ireland.

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Aluminium

BALCO

BALCO was incorporated in the year 1965 as a Public Sector Undertaking (PSU) and since then the Company has been closely associated with the Indian Aluminium Industry, in a pivotal role. Located in Korba in the state of Chhattisgarh in central India, our majority owned subsidiary, BALCO is one of the four primary producers of Aluminium in India. Government of India (GoI) divested 51% equity in the year 2001 in favour of Sterlite Industries (India) Limited. Balance 49% is with GoI. After disinvestment, a pre-baked smelter of capacity 245 kt per annum has been established in the year 2004. The Company is playing a crucial role in introducing aluminium as a potential alternative to other metals like Steel in construction, and Copper in power transmission industry. The smelter plants are being supported by uninterrupted power supply through Captive Power Plants - 270 MW at Jamnipali, Korba and 540 MW at smelter site.

Vedanta Aluminium Limited

Vedanta Aluminium Limited (VAL) is owned 70.5% by VRPlc and the balance stake of 29.5% is with Sterlite. VAL is setting up a large scale integrated aluminium project in the State of Orissa in Eastern India comprising of an Alumina Refinery at Lanjigarh and an Aluminium Smelter at Jharsuguda with associated power facilities.

As part of Phase I, VAL has set up an alumina refinery of 1 mtpa capacity along with 90 MW Co-generation Captive Power Plant at Lanjigarh and 0.50 mtpa Aluminium Smelter along with 1215 MW Captive Power Plant (CPP) at Jharsuguda in Orissa. Work at the 1.10 MTPA Jharsuguda-II Aluminium Smelter project is in progress.

During 2010, MoEF has denied approval to VAL for expansion of its refinery project at Lanjigarh as also the ministry has denied Stage II clearance to Orissa Mining Corporation to start mining of bauxite from Niyamgiri mines for supplying bauxite to VAL for its refinery project.

In its latest verdict on the issue on 18^th April 2013, the Hon’ble Supreme Court has asked the Vedanta to get Gram Sabha nod for Niyamgiri mining. The Gram Sabha, which will have a nominee from the state high court as an observer, will take a decision and communicate it to the Ministry of Environment and Forests (MoEF). The MoEF shall take a final decision on the grant of Stage II clearance for the bauxite mining project in the light of the decision of the gram sabha within two months thereafter.

VAL had been operating its 1 mtpa refinery by sourcing bauxite from various states in India and for operating its 0.50 MTPA smelter at Jharsuguda, it was importing the balance requirement of alumina.

However, because of non-availability of adequate quantity of bauxite, the company has suspended operations of its 1 MTPA refinery at Lanjigarh with effect from 5^th December 2012. At present, the entire alumina required for the smelter at Jharsuguda is being imported.

Sterlite Energy Limited

Sterlite Energy Limited (SEL) is a 100% subsidiary of Sterlite Industries (I) Limited. SEL was established to develop, construct and operate power plants and seeks to become one of India’s leading commercial power generation companies.

SEL is well positioned to capitalize on India’s economic growth and power deficit to develop a commercial power generation business. It shall benefit from Vedanta group’s experienced and focused management with strong project execution skills, experience in building and operating captive power

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plants, substantial experience in mining activities and the capacity to finance world-class projects. Sterlite Energy Ltd has taken a major initiative towards the advancement of the power infrastructure in Orissa through its 2400 MW i.e. 4 x 600 MW coal-based independent power plant (IPP) in Jharsuguda district.

Talwandi Sabo Power Project

SEL, through its subsidiary Talwandi Sabo Power Limited, is developing 1980MW Power Project at village Banawala, Mansa-Talwandi Sabo in District Mansa, Punjab. This is a coal-fired thermal power production project with 3 units of 660MW each.

Ports and Infrastructure Business

Vishakapatnam Port

The Company was the successful bidder for mechanisation of the coal handling facilities at the outer harbour of Vishakapatnam port on the east coast of India, which is based on the Public Private Partnership (PPP) model. The Company has a seventy four percent equity interest in VIZAG General Cargo Berth Pvt Limited (VGCB), a special purpose vehicle formed as a joint venture between the Company and Leighton Contractors India (Private) Limited.

The initial capacity of the upgraded berth will be 10.2 million tonnes per annum with flexibility to upgrade to 12.5 million tonnes per annum. VGCB entered into a concessionaire agreement on October 08, 2010 with Vishakapatnam Port Trust, for mechanisation the coal handling facilities and to upgrade the general cargo berth on a build-operate-transfer basis for 30 years commencing on the date of award of concession. Commercial operation of the project has started.

Paradip Port

The Company was declared as the successful bidder for Paradip Port’s Multi Cargo Berth on build, own and operate basis which is situated in the Jagatsinghapur District of Orissa, on the east coast of India.

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Financials of the Issuer

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2013)

STERLITE INDUSTRIES (INDIA) LIMITED

Regd. Office: SIPCOT Industrial Complex,

Madurai ByPass Road, TV Puram P.O., Tuticorin-628002, Tamilnadu

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

				(Rs in Crore)
Particulars		As at 31.03.2013 (Audited)		As at 31.03.2012 (Audited)
A	EQUITY AND LIABILITIES
1	SHAREHOLDERS’ FUNDS
	a) Share Capital		336.12		336.12
	b) Reserves & Surplus		50,619.05		45,719.56
	Sub total - Shareholders’ funds		50,955.17		46,055.68
2	Minority Interest		14,283.88		12,198.99
3	Non-current liabilities
	(a) Long-term borrowings		10,623.18		7,448.64
	(b) Deferred tax liabilities (Net)		2,399.25		2,208.27
	(c) Other Long term liabilities		1,031.79		521.61
	(d) Long-term provisions		951.88		893.00
	Sub total - Non-current liabilities		15,006.10		11,071.52
4	Current liabilities
	(a) Short-term borrowings		7,990.01		7,023.86
	(b) Trade payables		3,340.59		3,471.07
	(c) Other current liabilities		6,101.09		5,197.83
	(d) Short-term provisions		953.41		611.30
	Sub total - Current liabilities		18,385.10		16,304.06
	TOTAL - EQUITY AND LIABILITIES		98,630.25		85,630.25
B	ASSETS
1	Non-current assets
	(a) Fixed assets		40,170.74		33,501.46
	(b) Goodwill on consolidation		3,832.08		4,061.47
	(c) Non-current investments		2,038.49		3,205.43
	(d) Deferred tax assets (Net)		14.86		—
	(e) Long-term loans and advances		3,810.03		4,709.54
	(f) Other non-current assets		765.61		515.27
	Sub total - Non-current assets		50,631.81		45,993.17
2	Current assets
	(a) Current investments		15,051.46		14,419.94
	(b) Inventories		7,076.48		4,498.06
	(c) Trade receivables		1,638.21		1,818.18
	(d) Cash and cash equivalents		9,432.55		8,539.20
	(e) Short-term loans and advances		14,263.24		9,941.97
	(f) Other current assets		536.50		419.73
	Sub total - Current assets		47,998.44		39,637.08
	TOTAL - ASSETS		98,630.25		85,630.25

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Consolidated Profit and Loss Statement for Sterlite Industries (India) Limited (As on March 31, 2013)

	(Rs in Crore except as stated)
		Year ended
S. No.	Particulars	31.03.2013 (Audited)			31.03.2012 (Audited)
1	Income from Operations
	a) Net Sales/Income from Operations (Net of excise duty)		44,921.89			40,966.77
	b) Other Operating Income		240.40			212.17
	Total Income from operations (net)		45,162.29			41,178.94
2	Expenses
	a) Cost of materials consumed #		20,748.43			18,712.27
	b) Purchases of stock-in-trade		56.74			12.07
	c) Changes in inventories of finished goods, work-in-progress and stock-in-trade		134.99			119.67
	d) Employee benefits expense		1,879.94			1,612.21
	e) Depreciation and amortisation expense		2,031.78			1,829.81
	f) Power & Fuel charges		4,419.63			4,040.07
	g) Exchange loss/(gain)		—			305.26
	h) Other expenses		7,453.68			6,514.07
	Total Expenses		36,725.19			33,145.43
3	Profit from Operations before other income, finance costs & Exceptional Items		8,437.10			8,033.51
4	a) Other Income		3,453.24			3,163.21
	b) Exchange loss/(gain)		(16.84	)		—
5	Profit from ordinary activities before finance costs and Exceptional Items		11,907.18			11,196.72
6	Finance costs		922.24			852.42
7	Profit from ordinary activities after finance costs but before Exceptional Items		10,984.94			10,344.30
8	Exceptional items		117.53			472.64
9	Profit from Ordinary Activities before tax		10,867.41			9,871.66
10	Tax expense (including deferred tax and net of MAT credit entitlement)		1,618.39			2,110.55
11	Net Profit from Ordinary activities after Tax		9,249.02			7,761.11
12	Extraordinary Items (net of tax expense)		—			—
13	Net Profit for the period		9,249.02			7,761.11
14	Consolidated share in the loss of Associate		(659.79	)		(772.27	)
15	Minority Interest		2,528.91			2,160.92
16	Net Profit after taxes, minority interest and consolidated share in loss of associate		6,060.32			4,827.92
17	Paid-up equity share capital (Face value of Re 1 each)		336.12			336.12
18	Reserves excluding Revaluation Reserves as per balance sheet		50,619.05			45,719.56
19	Earnings Per Share (Rs) (Not annualised)*
	-Basic		18.03			14.36
	-Diluted		18.03			14.36

# Comprises net of exchange loss/(gain) - Rs 2.16 Crore in Q4 FY 2012-13, Rs 10.35 Crore in Q3 FY 2012-13, Rs (67.34) Crore in Q4 FY 2011-12, Rs 343.45 Crore in FY 2012-13, Rs 494.32 Crore in FY 2011-12

14

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2012)

							(  in Crore)
	Particulars		Notes	As at March 31, 2012			As at March 31, 2011
I.	EQUITY AND LIABILITIES
	1	Shareholders’ funds
		Share capital	3		336.12			336.12
		Reserves and surplus	4		45,719.56			41,099.36
						46,055.68		41,435.48
	2.	Minority Interest				12,198.99		10,291.27
	3	Non-current liabilities
		Long-term borrowings	5		7,448.64			5,355.48
		Deferred tax liabilities (Net)	6		2,208.27			2,178.85
		Other long-term liabilities	7		572.83			353.01
		Long-term provisions	8		893.00			829.92
						11,122.74		8,717.26
	4	Current liabilities
		Short-term borrowings	9		7,023.86			5,592.07
		Trade payables			3,251.56			3,496.17
		Other current liabilities	10		5,146.60			3,794.80
		Short-term provisions	11		683.30			1,118.65
						16,105.32		14,001.69
		TOTAL				85,482.73		74,445.70
II.	ASSETS
	1	Non-current assets
		Fixed assets	12(a)
		(i) Tangible assets			21,352.40			17,439.59
		(ii) Intangible assets			56.87			65.96
		(iii) Capital work-in-progress			12,089.92			9,918.01
		(iv) Intangible assets under development			2.27			0.74
					33,501.46			27,424.30
		Goodwill on consolidation	12(b)		4,061.47			3,891.83
		Non-current investments	13		3,203.27			259.36
		Deferred tax assets (Net)	6		—			5.24
		Long-term loans and advances	14		4,344.20			3,391.78
		Other non-current assets	15		680.58			605.08
						45,790.98		35,577.59
	2	Current assets
		Current investments	16		14,419.94			12,644.51
		Inventories	17		4,498.06			5,154.67
		Trade receivables	18		1,818.18			1,618.27
		Cash and cash equivalents	19		8,539.20			9,501.99
		Short-term loans and advances	20		9,964.00			9,574.99
		Other current assets	21		452.37			373.68
						39,691.75		38,868.11
		TOTAL				85,482.73		74,445.70

15

Consolidated Profit and Loss for Sterlite Industries (India) Limited (As on March 31, 2012)

						(  in Crore)
	Particulars	Notes	Year ended March 31, 2012			Year ended March 31, 2011
I.	REVENUE FROM OPERATIONS (GROSS)	22		43,115.91			32,275.87
	Less: Excise duty			(1,936.97	)		(1,847.37	)
	Revenue from operations (Net)			41,178.94			30,428.50
II.	OTHER INCOME	23		3,163.21			2,521.74
III.	TOTAL REVENUE (I + II)			44,342.15			32,950.24
IV.	EXPENSES:
	Cost of materials consumed			18,712.27			14,918.25
	Purchases of Stock-in-Trade			12.07			17.20
	Changes in inventories of finished goods, work-in-process and stock-in-trade	24		119.67			(565.72	)
	Employee benefits expense	25		1,612.21			1,131.65
	Finance costs	26		852.42			350.93
	Depreciation and amortization expense			1,829.81			1,030.13
	Other expenses	27		10,859.40			6,877.30
	Total expenses			33,997.85			23,759.74
V.	PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (III-IV)			10,344.30			9,190.50
VI.	EXCEPTIONAL ITEMS	28		472.64			56.82
VII.	PROFIT BEFORE TAX (V - VI)			9,871.66			9,133.68
VIII.	TAX EXPENSE:
	Current tax	29(a)		2,076.98			1,497.84
	Deferred tax	29(b)		33.57			313.80
IX.	PROFIT FOR THE YEAR BEFORE MINORITY INTEREST AND CONSOLIDATED SHARE OF LOSS OF ASSOCIATE (VII-VIII)			7,761.11			7,322.04
X.	LESS : MINORITY INTEREST IN INCOME			2,160.92			1,994.53
XI.	CONSOLIDATED SHARE IN LOSS OF ASSOCIATE			(772.27	)		(284.99	)
XII.	PROFIT FOR THE YEAR (IX-X-XI)			4,827.92			5,042.52
XIII.	EARNINGS PER EQUITY SHARE OF 1 EACH	51
	(1) Basic			14.36			15.00
	(2) Diluted			14.36			14.32

16

Consolidated Cash Flow for Sterlite Industries (India) Limited (As on March 31, 2012)

							( in Crore)
		Year Ended March 31, 2012					Year Ended March 31, 2011
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit before tax				9,871.66					9,133.68
	Consolidated Share in Loss of Associate				(772.27	)				(284.99	)
					9,099.39					8,848.69
	Adjusted for :
	- Bad debts and advances written off		3.46					23.71
	- Depreciation and amortization expense		1,829.81					1,030.13
	- Dividend on current investments		(99.25	)				(423.79	)
	- Interest Income		(1,770.05	)				(1,252.77	)
	- Finance costs		852.42					308.71
	- Foreign Exchange difference		687.39					(129.84	)
	- Net gain on sale of current investments		(702.06	)				(91.51	)
	- Rollover (Gain)/Loss on forward covers		93.29					(7.52	)
	- Profit on sale of fixed assets		(6.60	)				(27.95	)
	- Provision for bad and doubtful debts		15.80					3.28
	- Sundry Liabilities written back		(31.23	)				(13.79	)
	- Deferred government grant transferred		(0.01	)				(0.01	)
	- Consolidated Share in Loss of Associate		772.27					284.99
	- Gain on mark to market of current investments		(268.09	)				(327.04	)
	- Gain on fair valuation of embedded derivatives		(245.53	)				(320.59	)
					1,131.62					(943.99	)
	Operating profit before working capital changes				10,231.01					7,904.70
	Adjusted for:
	- Trade receivables and other assets		(482.60	)				(1,122.65	)
	- Inventories		701.47					(1,812.05	)
	- Trade payables and other liabilities		332.69					2,615.47
					551.56					(319.23	)
	Cash generated from operations				10,782.57					7,585.47
	Income taxes paid				(2,382.81	)				(1,734.59	)
	Net cash generated from operating activities				8,399.76					5,850.88
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Payment towards share application money in Joint Venture				(0.87	)				(0.87	)
	Purchase of fixed assets & capital work in progress				(7,439.39	)				(5,400.86	)
	Sale of fixed assets				43.36					52.20
	Purchase of current investments				(74,705.51	)				(120,641.89	)
	Rollover (Loss)/Gain on forward covers				(80.23	)				4.95
	Sale of current investment				73,900.24					128,194.92
	Loans to related parties				(2,736.48	)				(5,664.65	)
	Loans repaid by related parties				105.99					6,147.31
	Payments for acquisitions of new entities (refer note 3)				(778.39	)				(7,343.67	)

17

	Refund of purchase consideration in BMM acquisition	43.57		—
	Interest received	1,452.67		973.76
	Dividend on current investments	99.25		437.61
	Bank balances not considered as cash and cash equivalents	(8,186.42	)	(9,370.47	)
	- Placed
	- Matured	8,760.70		5,119.68
	Net cash used in investing activities	(9,521.51	)	(7,491.98	)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Share issue expenses (net)	—		(1.59	)
	Proceeds from Long term borrowings	2,698.47		2,250.30
	Repayment of Long term borrowings	(875.91	)	(828.12	)
	Proceeds from Short Term borrowings	28,698.92		1,740.13
	Repayment of Short Term borrowings	(27,475.83	)	(599.49	)
	Interest and finance charges paid	(1,075.23	)	(439.99	)
	Rollover Gain/(Loss) on forward covers	18.73		(15.01	)
	Dividend and tax thereon paid	(1,311.33	)	(501.81	)
	Margin money deposit (net)	(16.23	)	(0.09	)
	Net Cash from financing activities	661.59		1,604.33
	Effect of exchange rate on cash & cash equivalent	51.64		4.28
	Net decrease in cash and cash equivalents	(408.52	)	(32.49	)
	Cash and cash equivalents at the beginning of the year#	2,123.85		214.38
	Add: On acquisition of subsidiaries during the year	2.18		1,941.96
	Cash and cash equivalents at the end of the year	1,717.51		2,123.85
	Add: Bank balances not considered as cash and cash equivalents	6,821.69		7,378.14
	Closing balance of Cash and cash equivalents #	8,539.20		9,501.99

Consolidated Financial Information

						(Rs. In Crores)
Parameters	2012-13		2011-12			2010-11			2009-10
Networth		50,955.17		46,055.68			41,435.48			37,012.00
Total Debt		19,277.16		15,694.44			11,729.25			9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,623.18		7,448.64			5,355.48			NA
-Short Term Borrowing		7,990.01		7,023.86			5,592.07			NA
-Current Maturities of Long Term Borrowing		663.97		1,221.94			781.70			NA
Net Fixed Assets (including CWIP)		40,170.74		33,501.46			27,424.30			23,350.00
Non Current Assets		50,631.81		45,790.98			35,577.59			NA
Cash and Cash Equivalents		9,432.55		8,539.20			9,501.99			3,337.76
Current Investments		15,051.46		14,419.94			12,644.51			17,975.51
Current Assets		47,998.44		39,691.75			38,868.11			17,511.41
Current Liabilities		18,385.10		16,105.32			14,001.69			4,931.90
Net sales		44,921.89		40,966.77			30,248.06			24,500.60
EBITDA		10,574.00		10,169.00			8,050.00			8,031.00
EBIT		8542.22		8,339.19			7,019.87			7,281.21
Interest		922.24		852.42			350.93			292.42
PAT		6,060.32		4,827.92			5,042.52			3,743.74
Dividend amounts				(1,311.33	)		(501.81	)		(448.84	)
Current ratio		2.61		2.46			2.78			3.55
Interest coverage ratio		9.77		12.25			24.80			22.06
Gross debt/equity ratio		0.38		0.34			0.28			0.25
Debt Service Coverage Ratios*		3.05		6.04			4.89			2.00

* short term borrowings taken and repaid during during the year has not been considered in the calculations for FY 2011-12

18

Proposed Group Consolidation scheme and Sesa Goa and Sterlite Industries Merger

Note: Shareholding based on basic shares outstanding

On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group.

Under the Transaction: (i) Vedanta’s 70.5 per cent. shareholding in VAL will be consolidated into Sesa Goa in consideration for the issue to Vedanta of 72.3 million Sesa shares; (ii) Sterlite will be merged into Sesa Goa, which is intended to be renamed Sesa Sterlite, in consideration for the issue to Sterlite shareholders (other than MALCO) of three Sesa shares for every five existing Sterlite shares and the issue to holders of Sterlite’s American Depositary Shares (“Sterlite ADSs”) of three Sesa ADSs for every five existing Sterlite ADSs; (iii) MALCO’s power business will be hived off to VAL for cash consideration of INR 1,500 million; (iv) MALCO will be merged into Sesa in consideration for the issue of 78.7 million Sesa shares to shareholders of MALCO; (v) Sterlite Energy will be merged into Sesa; (vi) VAL’s aluminium business will be demerged into Sesa; and (vii) Vedanta’s 38.7 per cent shareholding in Cairn India Limited (“Cairn India”), together with debt of approximately US$ 5.9 billion incurred by a member of the Vedanta Group to acquire that interest in Cairn India, will be transferred to a subsidiary of Sesa for nominal consideration. Steps (ii) – (vi) above will be effected pursuant to the Scheme, which is governed by Indian law. Steps (i) – (vii) above are collectively referred to herein as the “Transaction” and each of Sesa Goa, Sterlite, MALCO, VAL and Sterlite Energy are referred to herein as a “Scheme Company”, and collectively, as the “Scheme Companies”. The Sesa Goa shares are, and the SesaSterlite shares will continue to be, listed on the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”).

The Group will have exposure to zinc, lead, silver, iron ore, oil and gas, copper, aluminium and commercial power with assets in India, Australia, Liberia, South Africa, Namibia, Ireland, the United Arab Emirates (“UAE”) and Sri Lanka. This world class asset base will benefit from the previously announced capex programme that is largely invested.

19

This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

The following is a summary of the operations and assets that will comprise the Sesa Sterlite Group on the completion of the proposed scheme.

Zinc-lead-silver

The Sesa Sterlite Group’s zinc business is the largest and among the lowest cost zinc-lead producers globally, operating the Rampura Agucha mine, the world’s largest zinc mine on a production basis, with further potential for growth from the Gamsberg project in South Africa, one of the largest undeveloped zinc deposits in the world. The Sesa Sterlite Group’s zinc business in India, which is also referred to as “Zinc India”, is operated through Hindustan Zinc Limited (“HZL”). Its international zinc operations, which are also referred to as “Zinc International”, are operated through three subsidiary groups of companies:

• THL Zinc Namibia Holdings (Pty) Ltd and subsidiaries (“Skorpion”), which owns the Skorpion mine and refinery in Namibia;

• Vedanta Lisheen Holdings Limited and subsidiaries (“Lisheen”), which owns the Lisheen mine in Ireland; and

• Black Mountain Mining (Pty) Ltd (“BMM”), whose assets include the Black Mountain mine and the Gamsberg project in South Africa.

The Sesa Sterlite Group produced approximately 1228 kt of mined zinc-lead and 408 tonnes of silver in the fiscal year ended 31 March 2013 from its Indian and international operations. As at 31 March 2013, the Sesa Sterlite Group’s zinc-lead capacity was approximately 1.6 mtpa and its silver capacity was 16 Moz.

Copper

The Sesa Sterlite Group’s Tuticorin smelter is amongst the lowest quartile cost custom copper smelters

20

in the world. In addition, through Copper Mines of Tasmania Pty (“CMT”), the Sesa Sterlite Group owns the Mt. Lyell copper mine in Tasmania, Australia, which provides a small percentage of the Sesa Sterlite Group’s copper concentrate requirements. The Sesa Sterlite Group produced 353 kt of copper in the fiscal year ended 31 March 2013. Its copper capacity was 800 ktpa as at 31 March 2013.

Aluminium

The Sesa Sterlite Group’s aluminium business is strategically located in the bauxite and coal reserve rich region of India. The business is currently conducted through the operations of Bharat Aluminium Company Ltd. (“BALCO”) and through VAL’s aluminium business. Pursuant to the Scheme, VAL’s aluminium business will be demerged into Sesa Sterlite.

The aluminium business produced 774 kt of aluminium in the fiscal year ended 31 March 2013. Following the completion of scheduled expansion projects, the aluminium business expects to have a smelting capacity of 2.3 mtpa with integrated power.

Commercial power

Metal smelting and mining are energy-intensive operations and the Sesa Sterlite Group’s businesses have been operating captive power plants (“CPPs”) since 1997 to provide a part of the energy used in their production processes. In addition to production for own uses, the Sesa Sterlite Group is expanding its commercial power business to produce and sell energy for third parties. The commercial power business is operated through Sesa Sterlite’s wholly-owned subsidiary Sterlite Energy, including Sterlite Energy’s wholly owned subsidiary Talwandi Sabo Power Limited (“TSPL”) and through MALCO’s power business. In addition, HZL operates wind power plants with a total capacity of 274 MW as at 31 March 2013. The Sesa Sterlite Group also sells surplus power from the CPPs operating in its other businesses.

Iron ore

The Group is India’s largest private sector iron ore producer-exporter, with 3.1 million tonnes produced in the fiscal year ended 31 March 2013. Group’s iron ore capacity is expected to increase significantly post completion of scheduled investment in India and in Liberia, part of the emerging iron ore hub in West Africa, by its subsidiary Western Cluster Limited (“WCL”), with a low cost profile and longlife assets.

Oil and gas

On completion of the proposed scheme, Sesa Sterlite will own 58.8 per cent of Cairn India, one of the largest private sector oil and gas companies in India and among the top 20 independent exploration and production companies globally. Cairn India was the fastest growing exploration and production company in Asia in 2011. The company has a diversified asset base with ten blocks: one in Rajasthan, three on the west coast of India, five on the east coast of India and one in Sri Lanka. The Rajasthan block in the Barmer basin has an estimated gross in place resource of approximately 7.3 billion barrels of oil equivalent. Cairn India’s average daily gross operated production in the fiscal year ended 31 March 2013 was approximately 205 kboepd, contributing approximately 20 per cent. of India’s domestic crude oil production.

Gross Debt Equity Ratio of the Company

Particulars	Before the Issue of Debt Securities		After considering the proposed Issue of NCD
Debt / Equity Ratio		0.28		0.29

• Debt Equity Ratio on Consolidated Basis.

• Debt means Long term Borrowings as per the annual report of the company including deferred tax liability.

• Equity means Share Capital of company plus Reserves and Surplus.

21

Details of Share Capital as on 31st March, 2013

Details of Share Capital	No of Shares		Amount (Rs. In Crores)
Share Capital
Authorized Equity Shares of Rs. 1 each		500,00,00,000		500.00
Total Authorized Share Capital				500.00
Issued, Subscribed and Paid up Equity Capital		336,12,07,534		336.12
Less: Unpaid Allotment Money /Calls In Arrears		11,790
Total Subscribed and Paid up Share Capital				336.12

Changes in Capital Structure as on March 31, 2013, for the last 5 Years

Date of EGM / AGM	Date of Issue	No. of shares		Face Value (Rs.)		Particulars (Remarks / Nature of corporate action)
EOGM-July 11, 2009	June 22, 2007		150,000,000		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 21, 2009		123,456,790		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 31, 2009		84,49,221		2	Equity Shares of Rs.2/- each representing equal nos. of American Depository Shares
AGM – June 11, 2010	June 23, 2010		168,08,00,844		1	Sub-division of Equity Shares to Re.1/- each
AGM – June 11, 2010	June 23, 2010		168,04,06,690		1	Bonus Issue 1:1

Equity Share Capital History of the Company as on March 31, 2013, for the last 5 Years:

Date of Allotment	No. of Eq. Shares		Face Value (Rs)	Issue Price (Rs)		Consideration (Cash, other than cash etc)		Nature of allotment	Cumulative						Remarks
									No. of Eq. Shares		Eq. Share Capital (Rs) in crs		Eq. Share Premium (Rs)
May 13, 2006		—	2		—		—	Sub Division Rs.5 to Rs 2		279,346,173		55.87		—
May 20, 2006		279,148,238	2		—		—	Bonus 1:1		558,494,411		116.70		—
June 22, 2007		150,000,000	2	US$	13.44 (INR 544.32)		—	Equity Shares representing ADS		708,494,411		141.70
July 21, 2009		123,456,790	2	US$	12.15 (INR 591.95)		—	Equity Shares representing ADS		831,951,201		166.39
July 31, 2009		84,49,211	2	US$	12.15 (INR 591.95)			Equity Shares representing ADS		840,400,422		168.08
June 23, 2010		—	1		—		—	Sub Division Rs.2 to Re.1		168,08,00,844		168.08
June 23, 2010		168,04,06,690	1		—		—	Bonus 1:1		168,04,06,690		168.04

22

Details of any Acquisition or Amalgamation in the last 1 Year

Sterlite Opportunities and Ventures Limited was amalgamated with Sterlite Industries (India) Limited.

Details of any Reorganisation or Reconstruction in the last 1 Year

NIL

However, On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) has announced Group Consolidation Scheme by way of an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create SesaSterlite (“SesaSterlite”) and a consolidation of various subsidiaries held within the Vedanta Group. The Scheme has already been approved by the shareholders of the Company. The Group Consolidation Scheme has not been completed yet. The Details of the scheme are given in this document.

Details of the shareholding of the Company as on March 31, 2013:

(i) Shareholding Pattern of the Company as on March 31, 2013

Sr. No.	Particulars	Total No. of Shares		No. of Shares held in Dmat Form		% Shareholding
(i)	A. PROMOTERS HOLDING
	Indian Promoters		12,07,87,719		12,07,87,719		3.59	%
	Foreign Promoters		1,67,11,44,924		1,67,11,44,924		49.72	%
	ADS		16,54,87,852		16,54,87,852		4.92	%
	Total (A)		1,95,74,20,495		1,95,74,20,495		58.24	%
(ii)	B. PUBLIC SHAREHOLDING
	Banks, Financial Institutions, Insurance Companies etc		191990108		191966308		5.71
	Foreign Institutional Investors (FII’s)		472809503		472799863		14.07
	Foreign Direct Investment (FDI)		10535990		10294494		0.31
	Mutual Funds (including UTI)		119076022		119064022		3.54
	Bodies Corporate		102957140		102796408		3.06
	Individual Public		150943270		144674737		4.49
	Others / Trusts		71849658		835558		2.14
	h) Shares held by custodians against which Depository Receipts have been issued		283625348		283625348		8.44
	Total (B)		1403784239		1326056738		41.76
	Grand Total		3361207534		3283477233		100

(iii) List of Top 10 holders of equity shares of the Company as on March 31, 2013

23

S. No.	Name of Shareholder with Address	No. of Equity Shares (Face value of shareholding Re.1/- each)		Shares held (%)
1.	TWIN STAR HOLDINGS LIMITED C/O MULTICONSULT LIMITED ROGERS HOUSE, 5 PRESIDENT JOHNKENNEDY STREET, PORT LOUIS, MAURITIUS 111111		1,671,144,924		49.72
2.	THE MADRAS ALUMINIUM COMPANY LIMITED METTUR DAM, R S, DISTRICT SALEM, TAMILNADU636402		119,750,659		3.56
3.	LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021		9,29,83,906		2.77
4	BHADRAM JANHIT SHALIKA -C/O TODARWAL & TODARWAL 112 MAKER BHAWAN NO 3 21 NEW MARINE LINES MUMBAI - 400020		7,10,14,100		2.11
5	HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED, HSBC SECURITIES SERVICES, 2ND FLOOR “SHIV”, PLOT NO 139-140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057		5,25,77,499		1.56
6	HDFC STANDARD LIFE INSURANCE COMPANY LIMITED HDFC BANK LTD, CUSTODY SERVICES, LODHA - I THINK TECHNO CAMPUS, OFF FLR 8, KANJURMARG EAST MUMBAI 400042		2,23,33,401		0.66
7	LIC OF INDIA MARKET PLUS 1 GROWTH FUND INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021		21,606,055		0.64
8	MORGAN STANLEY ASIA (SINGAPORE) PTE., HSBC SECURITIES SERVICES, 2ND FLOOR, SHIV, PLOT NO.139-140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057		2,12,47,841		0.63
9	VANGUARD EMERGING MARKETS STOCK INDEX FUND, DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, POST BOX NO. 1142, FORT, MUMBAI 400 001		1,97,27,380		0.59
10.	ABU DHABI INVESTMENT AUTHORITY - GULAB JPMORGAN CHASE BANK N.A., INDIA SUB CUSTODY, 6th FLOOR, PARADIGM B, MINDSPACE, MALAD W, MUMBAI 400064		1,73,73,280		0.53

* WITHOUT CONSIDERING ADS HOLDING

Details regarding the directors of the Company:

(i) Details of Current Directors of the Company

24

S. No.	Name, Designation and DIN	Age (Years)	Address	Director of the Company Since	Details of other Directorships held
1	Mr. Anil Agarwal Chairman and Non-Executive Director DIN: 0010883	59	113/114 Samudra Mahal, Worli, Mumbai, 400018 Maharashtra, INDIA	21-11-1978	•	Sterlite Technologies Limited
					•	Vedanta Resources Plc., UK
					•	Anil Agarwal Foundation- Under Section 25 of the Companies Act, 1956
					•	Onclave Ptc Limited - Trustee
2	Mr. Navin Agarwal Executive Vice-Chairman DIN: 00006303	51	Soham, 8/738 Behramji Gamadia Road (Carmichael Road), Mumbai - 400026, Maharashtra, INDIA	01-08-2003	•	Bharat Aluminium Company Limited
					•	Hindustan Zinc Limited
					•	Cairn India Limited
					•	The Madras Aluminium Co. Limited
					•	Sterlite Iron & Steel Company Limited
					•	Vedanta Aluminium Limited
					•	Hare Krishna Packaging Private Limited
					•	Konkola Copper Mines, Plc.
					•	Vedanta Resources Plc., UK
					•	Vedanta Resources Holdings Limited
					•	Vedanta Resources Investment Limited
3	Mr. Gautam Bhailal Doshi Non-Executive Independent Director DIN: 00004612	59	402, Hamilton Court, Tagore Road, Santa Cruz (West), Mumbai - 400054 Maharashtra, INDIA	29-06-2001	•	REL Utility Engineers Limited (formerly Sonata Investments Limited)
					•	Reliance Communications Infrastructure Limited
					•	Reliance Media Works Limited
					•	Reliance Anil Dhirubhai Ambani Group Limited
					•	Reliance Big TV Limited
					•	Reliance Telecom Limited
					•	Piramal Life Sciences Limited
					•	Digital Bridge Foundation (Sec. 25 Comp)
					•	Reliance Broadcast Network Limited
					•	Reliance Home Finance Private Limited
					•	Telecom Infrastructure Finance

25

	Private Limited
•	Connect Infotain Private Ltd

26

4	Mr. Berjis Minoo Desai Non-Executive Independent Director DIN: 00153675	56	YEZERINA-II Road No 5, 740/741 DadarParsi Colony Dadar, Mumbai – 400014 Maharashtra, INDIA	29-01-2003	•	The Great Eastern Shipping Company Limited
					•	Praj Industries Limited
					•	Edelweiss Financial Services Limited
					•	Man Infraconstruction Limited
					•	Adani Enterprises Limited
					•	HimatsingkaSeide Limited
					•	DCW Limited
					•	Greatship (India) Limited
					•	Emcure Pharmaceuticals Limited
					•	JSA Lex Holdings Limited
					•	Divatex Home Fashions Inc
					•	Centurm Fiscal Private Limited
					•	Capricorn Studfarm Private Limited
					•	Capricorn Agrifarms & Developers Private Limited
					•	Equine Bloodstock Private Limited
5	Mr. Sandeep H. Junnarkar Non-Executive Independent Director DIN: 00003534	61	Flat no. 1702, Wallace Apartment, Naushir Bharucha Marg, Mumbai – 400007 Maharashtra, INDIA	29-06-2001	•	Everest Industries Limited
					•	Excel Crop Care Limited
					•	IL&FS Infrastructure Development Corpn, Limited
					•	Jai Corp. Limited
					•	Jai Realty Ventures Limited
					•	Reliance Industrial Infrastructure Limited
					•	Reliance Industrial Investments & Holdings Limited
					•	Reliance Ports and Terminals Limited
6	Mr. A. R. Narayanaswamy Non-Executive Independent Director DIN: 00818169	60	A-12, Archana CHS, Juhu Versova Link Road, Andheri (West), Mumbai - 400053, Maharashtra, INDIA	23.07.2011	•	Hindustan Zinc Limited
					•	Sterlite Technologies Limited
					•	Ibis Logistics Private Limited
					•	Ibis Systems and Solutions Private Limited
					•	Ibis Softec Solutions Private Limited
					•	Primex Healthcare and Research Private Limited
7	Mr. D. D. Jalan	56	Ashoka Towers,	24.12.2008	•	Vedanta Resources Finance

27

Whole Time Director & Chief Financial Officer DIN: 00006882	Apartment no. 807, Tower D, 63/74, Dr. S. S. Rao Marg, Parel, Mumbai – 400012 Maharashtra, INDIA		Limited
		•	Vedanta Resources Cyprus Limited
		•	Vedanta Resources Jersey Limited
		•	Vedanta Resources Jersey II Limited
		•	Vedanta Investment Jersey Limited
		•	Sesa Resources Limited
		•	Sesa Mining Corporation Limited
		•	Thalanga Copper Mines Pty Limited
		•	Copper Mines of Tasmania Pty Limited
		•	Sterlite Ports Limited
		•	Sterlite Infraventures Limited
		•	Vizag General Cargo Berth Private Limited
		•	Paradip Multi Cargo Berth Private Limited
		•	Twinstar Energy Holdings Limited
		•	Twinstar Mauritius Holdings Limited
		•	THL Zinc Ventures Limited
		•	THL Zinc Limited
		•	Pecvest 17 (Pty) Limited – South Africa

28

(ii) Details of Change in Directors since last three Years:

Name, Designation and DIN	Date of Appointment	Director of the Company since (In case of Resignation)	Remarks
Mr. A. R. Narayanaswamy	23.07.2011	NA	—
Non-Executive Independent Director
DIN: 00818169

Details regarding Auditors of the Company:

(i) Details of Auditors of the Company:

Name	Address	Auditor Since
Deloitte Haskins & Sells,	12, Dr. Annie Besant	2008
Chartered Accountants	Road, Worli, Mumbai
	– 400 018
	Tel: +91 22 6667 9000
	Fax: +91 22 6667 9025
M/s Chaturvedi & Shah	912-913 Tulsiani	1975
Chartered Accountants	Chambers
	Nariman Point
	Mumbai – 400 021

(ii) Details of change in Auditors since last 3 Years

No Change

Details of Borrowings of the Company as on 31^ST Mar 2013

(i) Details of Secured Loan Facilities#:

							Rs Crs
Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)		Principal Amt Outstanding (Rs. Crores)		Repayment Date/ Schedule	Security
Citibank	Buyers Credit		210		0	NA	By way of joint deed of hypothecation on Stock & debtors
Deutsche Bank	Buyers Credit		200.00		200.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
HDFC Bank	Buyers Credit		500.00		500.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
ICICI Bank	Buyers Credit		1,033.04		1,033.04	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
IDBI Bank	Buyers Credit		800.00		784.87	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
SBI Bank	Buyers Credit		400.00		0	Various	By way of joint

29

maturities* deed of hypothecation on Stock & debtors

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Secured NCD are covered under point no. (iii) Details of NCD.

(ii) Details of Unsecured Loan Facilities#:

Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)		Principal Amt Outstanding (Rs. Crores)		Repayment Date/ Schedule
DBS Bank (Off Shore lines)	Buyer’s Credit		254.66		254.66	Various maturities*
Deutsche Bank	Buyers Credit		263.56		263.56	Various maturities*
HDFC Bank	Buyers Credit		863.56		863.56	Various maturities*

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Unsecured FCCB are covered under point no. (vi) Details of Rest of Borrowings.

(iii) Details of NCDs as on 30^th June 2013:

Debenture Series	Tenor/Period of Maturity	Coupon			Amount (Rs. In Crs)		Date of Allotment	Redemption Date / Schedule	Credit Rating	Secured / Unsecured	Security
(i)	10 Years		9.40	%		500	25.10.2012	25.10.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(ii)	10 Years		9.40	%		500	27.11.2012	27.11.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(iii)	10 Years		9.24	%		500	06.12.2012	06.12.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(iv)	10 Years		9.24	%		500	20.12.2012	20.12.2022	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover
(V)	10 Years		9.10	%		2500	05.04.2013	05.04.2033	CRISIL AA+ and IND AA+	Secured	1.25 times asset cover

30

(iii) List of Top 10 Debenture Holders as on 30^th June 13

Sr. No.	Name of Debenture Holders	Amount (Rs. In Crs)
1.	IDFC DYNAMIC BOND FUND		400
2.	UTI-BOND FUND		360
3.	IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND		325
4.	YES BANK LIMITED		260
5.	KOTAK MAHINDRA TRUSTEE COMPANY LTD. A/C. KOTAK MAHINDRA BOND UNIT SCHEME 99		235
6.	UTI SHORT TERM INCOME FUND		220
7.	AXIS BANK LIMITED		200
8.	RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCE REGULAR SAVINGS FUND-DEBT OPTION		190
9	IDFC SUPER SAVER INCOME FUND- INVESTMENT PLAN		175
10.	ICICI PRUDENTIAL SHORT TERM PLAN		175
11.	ICICI PRUDENTIAL CORPORATE BOND FUND		165

(iv) Amount of Corporate Guarantee issued by the Issuer along with name of the Counterparty, on behalf of whom it has been issued as on 31^st May 2013

Counterparty	Amount (In RsCrs)
Copper Mines of Tasmania		47.88
Vedanta Aluminium Ltd		2,286.94
Sterlite Energy Limited		7,610.37
Talwandi Sabo Power Ltd		3,817.51
Sterlite Infrastructure Ltd		3,373.02
Vizag General Cargo Berth		542.24
Total		17677.954

(v) Details of Commercial Papers:

The total Face Value of Commercial Papers Outstanding as on 30^th June 2013 is Rs. 625 Crores.

Break up of the same is as below:

Maturity Date	Amount Outstanding (Face Value) (Rs. In Crs)
23.08.2013		225
06.09.2013		400

(vi) Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st March 2013:

Party Name (in case of Facility) / Instrument Name	Type of Facility / Instrument	Amount Sanctioned / Issued (Amount in USD Mn)		Principal Amt Outstanding (Amount in USD Mn)		Repayment Date / Schedule	Credit Rating	Secured / Unsecured	Security
Foreign Currency Convertible Bonds	FCCB	USD	500 Million	USD	500 Million	30-Oct-14	NA	Unsecured	NA

31

(vii) Details of all default/s and/or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Company, in the past 5 years:

NIL

Other Borrowing Details

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

NIL

(c) Details of Promoters of the Company:

(d) Details of Promoter Holding in the Company as on March 31, 2013 :

Sr No	Name of the Shareholders	Total No. of Equity Shares		No. of Shares in Dmat Form		Total Shareholding as % of total no of equity shares			No. of Shares Pledged	% of Shares pledged with respect to shares owned
1	Indian Promoters
	Madras Aluminium Company Limited		119750659		119750659		3.56		Nil	Nil
	Ankit Agarwal		342000		342000		0.01		Nil	Nil
	Pratik Agarwal		316000		316000		0.01		Nil	Nil
	Agarwal Galvanising Private Limited		202900		202900		0.01		Nil	Nil
	SumanDidwania		146160		146160		0.00		Nil	Nil
	SakshiDidwania		30000		30000		0.00		Nil	Nil
2	FOREIGN PROMOTERS
	Twinstar Holdings Limited		16,71,144,924		16,71,144,924		49.72		Nil	Nil
	Twinstar Holdings Limited (Equity Shares underlying the ADS holding)		165,487,852		165,487,852		4.92	%	Nil	Nil
	Total		1,95,74,20,495		1,95,74,20,495		58.24	%	Nil	Nil

Note: Twinstar Hodlings Limited (Foreign Promoter) holds 165,487,852 equity shares underlying the ADS (representing 4.92% of the share capital of the company). One (1) American Depsoitory Shares represents Four (4) equity shares of Re.1/-.

32

Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly

Standalone										(Rs. In Crs)
Parameters	FY 2013			FY 2012			FY 2011			FY 2010
Networth		25,563.37			24,737.38			23,228.90			22,268.08
Total Debt		9,866.16			5,333.35			5,761.03			5,322.20
-of which – Non Current Maturities of Long Term Borrowing		4,489.04			2,280.98			2,133.65			2,537.34
-Short Term Borrowing		5,313.48			3,049.25			3,605.76			2,784.86
-Current Maturities of Long Term Borrowing		63.64			3.13			21.63			—
Net Fixed Assets		2,377.76			2,202.79			1,887.43			1,826.63
Non Current Assets		18,095.30			9,994.11			6,118.97			5,368.22
Cash and Cash Equivalents		1,805.77			1,975.98			1,891.28			2,284.91
Current Investments		504.30			1,726.12			3,095.44			5,615.95
Current Assets		22,346.71			24,307.93			27,159.61			16,914.12
Current Liabilities		9,993.40			6,962.92			7,483.17			1,770.83
Net sales		18,921.03			18,092.06			15,307.14			13,114.28
EBITDA		900.49			1,205.00			754.27			559.92
EBIT		2,646.41			3,028.62			2,191.15			1,477.77
Interest		615.39			597.46			317.02			256.44
PAT		1,577.27			1,657.48			1,419.71			831.50
Dividend amounts (paid)		(719.88	)		(765.37	)		(370.35	)		(343.53	)

Consolidated							(Rs. In Crs)
Parameters	FY 2013		2011-12		2010-11		2009-10
Networth		50,955.17		46,055.68		41,435.48		37,012.00
Total Debt		19,277.16		15,694.44		11,729.25		9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,623.18		7,448.64		5,355.48		NA

33

-Short Term Borrowing	7,990.01	7,023.86		5,592.07		NA
-Current Maturities of Long Term Borrowing	663.97	1,221.94		781.70		NA
Net Fixed Assets (including CWIP)	40,170.74	33,501.46		27,424.30		23,350.00
Non Current Assets	50,631.81	45,790.98		35,577.59		NA
Cash and Cash Equivalents	9,432.55	8,539.20		9,501.99		3,337.76
Current Investments	15,051.46	14,419.94		12,644.51		17,975.51
Current Assets	47,998.44	39,691.75		38,868.11		17,511.41
Current Liabilities	18,385.10	16,105.32		14,001.69		4,931.90
Net sales	44,921.89	40,966.77		30,248.06		24,500.60
EBITDA	10,574.00	10,169.00		8,050.00		8,031.00
EBIT	8542.22	8,339.19		7,019.87		7,281.21
Interest	922.24	852.42		350.93		292.42
PAT	6,060.32	4,827.92		5,042.52		3,743.74
Dividend amounts	#	(1,311.33	)	(501.81	)	(448.84	)

# To be calculated at the year end

NA: Not Available

Any material event/ development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

(i) The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company had filed a statutory appeal on 01-04-2013 before the National Green Tribunal (NGT), Chennai. NGT after due consideration allowed opening of the plant on May 31^st via its interim order pending final hearing on 10^th July 2013. However TNPCB challenged this decision in the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India has upheld the NGT’s decision to allow the plant to be opened till the final hearing and subsequently the operations were started on 23^rd June 2013.

(ii) The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

34

The Apex Court has directed the Company to pay Rs.100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

(iii) On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group. The detail of the scheme and its impact has been explained in this Disclosure Document.

This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

(iv) Order on Niyamgiri MInes

In its latest verdict on the issue on 18^th April 2013, the Hon’ble Supreme Court has asked the Vedanta to get Gram Sabha nod for Niyamgiri mining. The Gram Sabha, which will have a nominee from the state high court as an observer, will take a decision by July 2013 and communicate it to the Ministry of Environment and Forests (MoEF). The MoEF shall take a final decision on the grant of Stage II clearance for the bauxite mining project in the light of the decision of the gram sabha within two months thereafter.

Debenture Trustee

Axis Trustee Services Limited has been appointed as Debenture Trustee for the proposed NCD issue. The Debenture Trustee has given their consent to the Issuer for its appointment and a copy of the consent letter is enclosed as Annexure to this document. The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

The Trustees will protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. The major events of default which happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) below become due and will necessitate repayment before stated maturity are as follows:

(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures;

(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.

The rating rationale(s) adopted / credit rating letter issued by the rating agencies shall be disclosed

35

The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) and “IND AA+ (EXP)” (Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

The rating letter along with rating rationale as released by Rating Agencies is attached at the end of this document.

Names of All the Recognized Stock Exchanges Where Securities Are Proposed To Be Listed

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd. (‘BSE’). In-principal Approval from the stock exchange has been obtained.

Details of debt Securities issued and sought to be listed including face value, nature of debt securities, mode of issue, public issue or private placement

Under the purview of current document, the Company intends to raise an amount of Rs. 450 Crores by Private Placement of Secured, Redeemable, Non-Convertible Debentures (NCDs) of Face Value of Rs.10,00,000/- each.

The company has a valid rating “CRISIL AA+/Stable” and “IND AA+ (EXP)” by CRISIL and India Ratings respectively. As per the details given below, the rating letter is enclosed at the end of this document.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Detailed term sheet for the debenture issue has been put under “Issue Details” in this Disclosure Document.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

Issue Size

The company proposes to mobilize through private placement of secured, non-convertible debentures (NCDs) of face value of Rs. 10,00,000/- each aggregating up to Rs. 450 crores.

For Details of the issue, please refer “Issue Details” in this document”

Details of utilisation of issue proceeds

The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose.

Particulars of the issue

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A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer

Material Contracts - By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date

Para A:

a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.

b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.

Para B: Documents

• Memorandum and Articles of Association of the Company, as amended from time to time.

• Credit Rating Letters for the current Placements.

• Letter from BSE conveying its in-principle approval.

• Board Resolution approving the proposed private placement.

• AGM Resolution providing for the Borrowing Powers of the Company.

• Consent letters of the Trustees to the Debenture holders.

• Annual Reports of the Company for the last three years.

• Auditor’s Report in respect of the Financials of the Company.

Governing Law & Provisions

The Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and the Trust Deed. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by Securities & Exchange Board of India (SEBI), concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the Court at Mumbai, Maharashtra.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000/- and is issued at par i.e. for Rs. 10,00,000/-. Since there is no premium or discount on either issue price or on redemption value of the Debenture, the effective yield for the investors held to maturity shall be the same as the coupon rate on the Debentures.

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Deemed Date of Allotment

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All benefits related to the Debentures will be available to the allottees from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company will pay interest on the application money from the date of realisation of Cheque(s)/Demand draft(s) up to, but not including the Deemed Date of Allotment, in respect of the application money.

Security

The Debentures shall be secured by way of Registered and/or Equitable Mortgage(s) by deposit of Title Deeds/ Memorandum of Entry of certain immovable properties and/or by hypothecation of movable assets excluding current assets of the Company and /or its subsidiary / Associate company, as may be identified for this purpose in such form and manner in one or more tranche(s) and through one or more security documents. The security can be created in any manner, subject to the satisfaction of the Debenture Trustee. The Security shall be created by way of first/pari-passu charge.

The Company shall within 180 days from the deemed date of allotment of the proposed NCDs and at all times thereafter maintain a minimum security cover of 1.25 times of the face value of debentures outstanding under the present issuance of NCDs.

Security Creation

Security to be created within 180 days from the date of allotment or extended period as agreed by the Debenture Trustee / Debenture Holders.

Market Lot

The market lot shall be one Debentures Series of face value of Rs. 10 Lac each (“Market Lot”). Since the NCDs are being issued only in dematerialised form, odd lots will not arise.

Interest on Application Money

Interest on application money at the coupon rate (subject to deduction of tax at source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realization of cheque(s) / demand draft(s) up to the date immediately preceding the Deemed Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. The relevant interest warrant(s) / cheque (s) will be dispatched by Courier/Registered Post/Hand Delivery along with the letter(s) of allotment, as the case may be, at the sole risk of the applicant, to the applicant at the address registered with the Company within 30 days from the date of allotment. No interest on application money shall be paid to the applicants whose applications are rejected. In the case of applicants whose applications are accepted in part, no interest shall be paid on the portion of the application money refunded to them.

Interest on NCDs

The Debentures shall carry interest at the rate of coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) throughout the tenure of the Debentures and up to final redemption thereof.

The interest will be paid to the registered Debenture holders recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. In the event of the Company not receiving any notice of transfer along with the original Debenture certificates at least fifteen calendar days before the respective due dates for payment of interest, the transferee(s) for the Debentures shall not have any claim against the Company in respect of interest so paid to the registered Debenture holder(s). Wherever the signature(s) of such transferor(s) in the intimation sent to the Company is / are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Company, all payments of remaining interest on such

38

Debenture(s) will be kept in abeyance by the Company till such time the Company is satisfied in this regard.

Payment will be made by way of RTGS/ NEFT/ Electronic mode or by cheque (s) / interest warrant(s) which will be dispatched to the Debenture holder(s) by Courier / Registered Post / Hand Delivery, in accordance with the existing rules / laws at the sole risk of the Debenture holder(s) to the sole holder(s) / first named holder(s) at the address registered with the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/Actual basis, i.e., Actual number of days elapsed divided by the actual number of days in the year.

If any of the interest payment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under:

“Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.”

The amendment, which will be effective 1^st June 2008, will have following implications:

Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

Debentures in Dematerialized Form

The Company has finalized Depository Arrangements with NSDL and CDSL for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form., Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a

39

record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL / CDSL / Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company.

Payment on Redemption

The debentures shall be redeemed at par at the end of the tenor, as mentioned in the issue details. The amounts due on redemption will be paid to the registered Debenture holder(s) whose name(s) is / are recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders as on the record date.

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS system/ NEFT funds transfer in the name of Debenture Holder(s) whose names appear on the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Payment shall be made by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment.

If any of the principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Right to Reissue Debenture(s)

The Company will have the power, as provided for under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations ,if any. This right does not construe a call option. In the event of the Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible debenture in their place.

The Company may also, at its discretion and as per the prevailing guidelines/regulationsat any time purchase Secured Non Convertible Debenture at discount, at par or at premium in the open market. Such Secured Non Convertible Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by Law.

Joint-Holders

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Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debentureholder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debentureholder on production of sufficient documentary proof or indemnity.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated by the company, with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Letter/s of allotment/ refund order(s) and interest in case of delay in dispatch

The Company shall take necessary steps within 2 working days from the deemed date of allotment for giving dmat credit.

The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application

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forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Bank account details not given;

b. Details for issue of debentures in electronic/ dematerialised form not given; PAN not mentioned in appropriate place.

c. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted.

Documentation

The issuer shall get the NCDs listed and comply with the SEBI guidelines, if any, applicable to the present issue. The issuer shall ensure that all the consents and resolution required to issue the Debentures are in place prior to the issue.

Who Can Apply

The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorised to invest in Debentures;

8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Any investor(s) authorized to invest in the private placement.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue. Hosting of Disclosure Document should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility before making any investment.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws made by other than for scheduled Commercial Banks (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

Applications under Power of Attorney

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to the Issue after submission of the Application Form to the

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bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

PAN/GIR Number

All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Nomination Facility

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Disputes and Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed/Trustee Agreement.

Trading of Debentures

The debenture shall be traded in dmat mode only and the marketable lot would be one debenture. Stock exchange may change the market lot as per its rules and regulations time to time.

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Mode of Subscription/ How to Apply

All Application Forms, duly completed, together with cheque/ demand draft in favor of Sterlite Industries (India) Ltd. must be delivered before the closing date of the issue to the Arranger of the Issue. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Investors may also remit their subscription money by way of RTGS/NEFT/ Account Transfer for credit in the account of Sterlite Industries (India) Ltd.

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Effect of Holidays

If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Record Date

The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date on redemption or on exercise of put/call option date.

In case the Record Date/Book Closure Date falls on Sunday/Holiday, the day prior to the said Sunday/Holiday will be considered as the record date/book closure date.

Notice Period for Exercising Put/Call Option

Notice for exercising the put/call option shall be served at least 30 days prior to the applicable date for redemption under put/call option.

Payment on exercise of Put / Call Option

The right to exercise put or call option shall be as per the terms of the NCD issue. In case of Put option, the Debenture holder shall have the right to —Put the NCD’s i.e. get them redeemed on completion of the number of years / months as specified in the terms of the NCD issue from the deemed date of allotment. For availing of this facility, the Debenture holder shall forward the request in writing to the Company not less than 30 days (both dates exclusive) prior to the due date for redemption. In case of call option, Company shall have the right to —Call the entire/part amount of NCD’s on completion of the number of years/months as specified in the terms of the NCD issue for each series from the deemed date of allotment. The Company can exercise the call option by issuing notice to the debenture and/or by notifying its intention to do so through a public notice at least in one all India English and in one all India Hindi daily newspapers at least 30 days prior to the due date. In case, Company exercises the —Call option or the investor exercises the put option, the interest in relation to such NCDs shall cease from the put/call date.

Notices

The notices required to be given by the Company to the Debenture holder(s) or the Trustees shall be deemed to have been given if sent by registered post/ reputed courier to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s)/ Debenture trustee shall be sent by registered post, or by hand delivery to company or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices / correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post, or by hand delivery to the Registrar, or to such persons at such address as may be notified by the Company from time to time. If any such communication by the Debenture Holder(s) is bound to be received within a stipulated timeline, the onus of compliance with such timeline shall be on the Debenture Holder(s).

Rights of Debenture holders

The rights of the Debenture holder shall be as per the Debenture trust deed.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.

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Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Company for the debentures in accordance with Section 117C of the Companies Act, 1956.

That The Permission/ Consent from the Prior Creditor for a Second or Pari Passu Charge Being Created In Favour Of the Trustees to the Proposed Issue Has Been Obtained

The assets proposed to be offered as security to the debenture holders is free from any prior charge/encumbrances except as already charged / mortgaged to the existing secured lenders. Permission, if any required to be obtained, shall be obtained before creation of security.

B. ISSUE DETAILS

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Security Name	9.17% Sterlite Industries, July 2023
Issuer	Sterlite Industries (India) Limited
Type of Instrument	Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Debenture (SRNCD)
Nature of Instrument	Secured
Seniority	Senior
Mode of Issue	Private Placement
Eligible Investors	The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.
	1. Scheduled Commercial Banks;
	2. Financial Institutions;
	3. Insurance Companies;
	4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);
	5. Regional Rural Banks;
	6. Mutual Funds;
	7. Companies, Bodies Corporate authorised to invest in Debentures;
	8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.
	9. Any other investor(s) authorized to invest in the private placement.
Listing	On Bombay Stock Exchange. Listing application shall be filed with the stock exchange within 15 days from the date of allotment.
	In case of delay in listing beyond 20 days from the deemed date of allotment, the company will penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing.
Rating of the Instrument	“CRISIL AA+/Stable” by CRISIL and “IND AA+(EXP)” by India Ratings
Issue Size	Rs. 450 Crores (Rupees Four Hundred Fifty Crores only)
Option to retain oversubscription	NIL
Objects of the Issue	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Details of the utilisation of the Proceeds	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Coupon Rate	9.17% p.a.
Step Up/ Step Down Coupon Rate	N.A.
Coupon Payment Frequency	Annual
Coupon Payment Dates	05th July every year till maturity, if call/put option is not exercised, otherwise up to the call/put option date.
Coupon Type	Fixed
Coupon Reset Process	None

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Day Count Basis	Actual/Actual Basis
	Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be.
Interest on application money	At the coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / demand draft(s) up to one day prior to the Deemed Date of Allotment.
Default Interest Rate	In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the Coupon Rate will be payable by the company for the defaulting period.
Tenor	10 Years from the Deemed Date of Allotment
Redemption Date	05th July 2023
Redemption Premium / Discount	NIL
Issue Price	Rs. 10,00,000 per Debenture
Discount at which security is issued and the effective yield as a result of such discount	N.A., as the security is being issued at par
Put Option Date	05 July 2018
Put Option Price	At the face value i.e. Rs. 10,00,000 per Debenture
Call Option Date	05 July 2018
Call Option Price	At the face value i.e. Rs. 10,00,000 per Debenture
Put Notification Time	30 days prior to the applicable Put Date
Call Notification Time	30 days prior to the applicable Call date
Face Value	Rs. 10,00,000 per Debenture
Minimum Application	1 Debenture of Rs. 10,00,000 each and in multiple of 1 thereafter
Issue Timing#:
1.      Issue Opening Date	04th July 2013
2.      Issue Closing Date	04th July 2013
3.      Pay – in – Date	04th July 2013
4.      Deemed Date of Allotment	05th July 2013
Mode of issuance	Only in Dematerialized form
Mode of Trading	Only in Dematerialized form
Settlement	Payment of interest and principal will be made by way of Cheque / DD / Electronic mode.
Depository	NSDL / CDSL
Business Day Convention	If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.
	Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

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Record Date	15 Days prior to each Coupon Payment / Put Option Date / Call Option Date / Redemption Date.
Security	Security cover of 1.25 times, on the face value of outstanding debentures, by way of charge on the assets of the company and/or assets of Subsidiary / Associate company at all times during the currency of the debenture.
Security Creation	Within 180 days from the deemed date of allotment.
	In case of delay in execution of Trust Deed and Charge documents, beyond 180 days or such extended period as may be agreed by the Debenture Trustee, the Company will refund the subscription with agreed rate of interest or will pay penal interest beyond the allowed security creation period @ 0.10% p.a. over the coupon rate till the earlier of (i) the next 180 days or (ii) till these conditions are complied with; and @ 2% p.a. over the coupon rate beyond the additional 180 days till these conditions are complied with at the option of the investors.
Future Borrowings	As long as the Company maintains the stipulated security cover on the NCD, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Trustee.
	Further, the Issuer Company / Security Provider Company shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained.
Impact of Proposed Group Consolidation Scheme	Vedanta Group has announced its Group Consolidation Scheme, under which, among others, Sterlite Industries (India) Limited will merge into Sesa Goa and also Sterlite Energy Limited and Aluminium business of Vedanta Aluminium Limited will merge into Sesa Goa. Sesa Goa, after the completion of the scheme, shall be renamed as Sesa Sterlite.
	The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.
	The NCDs issued/to be issued by the company under the present document, shall, on the completion of the Group Consolidation Scheme, become the NCDs issued by Sesa Sterlite. No approval in any form shall be required from the Debenture holders /Debenture Trustee in relation to this Scheme.
	Further, the security for the debentures is proposed to be created on the assets of subsidiary / Associate Company of Sterlite Industries (India) Limited. As a part of the Scheme, SEL, subsidiary company and Aluminium business division of VAL, Associate company, are also proposed to be merged into Sesa Sterlite along with Sterlite. Thus, the assets of SEL / VAL aluminium business division shall become the assets of the Issuer itself. At any point of time, the Issuer / Security Provider Company shall not be required to obtain any consent or approval from the Debenture holders/ Debenture Trustee in relation to any scheme of merger, demerger,

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	consolidation, reconstruction or any other scheme by whatever name it may be called, as long as the stipulated security cover of 1.25 times on the outstanding amount of Debentures is maintained.
Transaction Documents	(a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.
	(b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.
Conditions Precedent to Disbursement	(i)     Credit Rating of “CRISIL AA+/Stable” by CRISIL and “IND AA+ (EXP)” by India Ratings
	(ii)    In-principal listing approval from the stock exchange
	(iii)  Consent Letter from the Debenture Trustee
Conditions Subsequent to Disbursement	(i)     Listing of the Debentures on the Stock Exchange
	(ii)    Security Creation for the Debentures as per the terms of this Disclosure Document, including execution of the Trust Deed, as may be necessary
Event of Defaults	(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures;
	(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.
	In case, the above events of default happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) above become due, it will necessitate repayment before stated maturity.
Provisions related to Cross Default	N.A.
Debenture Trustee	Axis Trustee Services Ltd.
Role and Responsibilities of Debenture Trustee	The Company has appointed Axis Trustee Services Ltd. registered with SEBI, as Debenture Trustees for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.
	The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).
Governing Law and Jurisdiction	The Debentures shall be construed to be governed in accordance with Indian Laws. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.
	Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions of this Disclosure Document

49

and Terms and Conditions of the Debenture Trust Deed/Trustee Agreement.

# The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the issuer will intimate the investors about the revised issue programme.

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012.

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed by Mr. P Ramnath, CEO and Mr. C Prabhakaran, Associate Vice President of the Company, pursuant to the authority granted by the Board of Directors of the Company in their meeting held on 29^th April 2013.

For Sterlite Industries (India) Limited
/s/ P. Ramnath	/s/ C. Prabhakaran
Authorised Signatories
Date: 3rd July 2013
Place: Mumbai

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EX-4.26

Exhibit 4.26

Private & Confidential – For Private Circulation Only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008) and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012)

STERLITE INDUSTRIES (INDIA) LIMITED

Incorporated as Public Company under the Companies Act, 1956

Registered Office: SIPCOT Industrial Complex, Madurai Bypass RoadTV Puram

P.O Tuticorin-628 002, Tamil Nadu, India Tel No: +91-461-4242591; Fax No: + 91-461-2340203

Website: www.sterlite-industries.com, Company Secretary: Mr. Rajiv Choubey

Disclosure Document for Private Placement of Secured, Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each, aggregating up to Rs. 750 Crores.

GENERAL RISK

For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this disclosure document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT Rating

The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (pronounced as Crisil Double A plus rating with stable outlook) and “IND AA+(EXP)” (pronounced as Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating obtained is subject to revision, suspend or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating.

LISTING

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd (BSE)

Issue Schedule

Issue Opens on	04th July 2013
Issue Closes On	04th July 2013
Deemed Date of Allotment	04th July 2013

The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the company at its sole and absolute discretion.

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ARRANGER	TRANSFER AGENT	DEBENTURE TRUSTEES
YES Bank Limited Nehru Centre, 9th floor, Dr. A.B. Road, Worli, Mumbai – 400 018 Ph: 022-6669 9000 Fax: 022 - 2490 0314	Karvy Computershare Pvt Ltd 24-B, Rajabahadur Mansion 6, Ambalal Doshi Marg Behind BSE, Fort Mumbai - 400 023 Ph: 022 – 6623 5454 Fax: 022 – 6633 1135	Axis Trustee Services Limited Axis House, 2nd Floor Wadia International Centre P B Marg, Worli Mumbai – 400025 Ph: 022 – 2425 2525 Fax: 022 - 2425 4200

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DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange of India Limited is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI.

This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

3

Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE ARRANGER

The Issuer has prepared this Disclosure Document based on the terms set out herein and the Issuer is solely responsible for its contents and such information has not been independently verified by the Arranger. The Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. It is to be distinctly understood that this document should not in any way be deemed or construed to be prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

The Investor should carefully read and retain this Disclosure Document. However, the Investor should not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and the Investor should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. By accepting this Disclosure Document, you acknowledge that (a) the Arranger is not providing advice, (whether in relation to legal, tax or accounting issues or otherwise), (b) you understand that there may be legal, tax, accounting and/or other risks associated with the potential transaction.

This Disclosure Document is not intended to be (and should not be used as) the basis of any credit analysis or other evaluation and should not be considered as a recommendation by the Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is understood that each recipient of this Disclosure Document will perform its own independent investigation and credit analysis of the proposed financing and the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Issuer, based on such information and independent investigation as it deems relevant or appropriate and without reliance on the Arranger or on this Disclosure Document.

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DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

5

TABLE OF CONTENTS

1) DEFINITIONS/ ABBREVIATIONS

2) ISSUER INFORMATION

• Incorporation Details

• Brief Summary of Business/Activities of the Issuer and its line of Business

• Details of Share Capital as on 30th September 2012

• Changes in Capital Structure as on 30th September 2012, for the last 5 Years

• Equity Share Capital History of the Company as on 30th September 2012, for the last 5 Years

• Details of any Acquisition or Amalgamation in the last 1 Year

• Details of any Reorganisation or Reconstruction in the last 1 Year

• Details of the shareholding of the Company as on 30th September 2012:

• Details regarding the directors of the Company

• Details regarding Auditors of the Company

• Details of Borrowings of the Company as on 30th September 2012

• Other Borrowing Details

• Details of Promoters of the Company

• Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly

3) Any material event/ development or change

4) Debenture Trustee

5) The rating rationale(s)

6) Stock Exchange Details

7) Details of debt Securities issued

8) Issue Size

9) Details of utilisation of issue proceeds

10) Particulars of the Issue

11) Issue Details

12) Declaration

13) Annexures

6

DEFINITIONS/ ABBREVIATIONS

Company / Issuer/ We/ Us	Sterlite Industries (India) Limited
Board/ Board of Directors/ Director(s)	Board of Directors of Sterlite Industries (India) Limited
ADS	American Depository Shares
Balance sheet date	The last date of the financial year of the Company which is currently 31st March 13
Book Closure/ Record Date	The date of closure of register of Debentures for payment of interest and repayment of principal
CRISIL / CRISIL Ratings	CRISIL Ltd.
India Ratings / FITCH Ratings	India Ratings and Research Private Limited
CDSL	Central Depository Services (India) Limited
Depository	A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time
Depository Participant /DP	A Depository participant as defined under Depositories Act
Disclosure Document	Disclosure Document for Private Placement of 7,500 Secured Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each
FIIs	Foreign Institutional Investors
Financial Year / FY	Twelve months period ending March 31, of that particular year
FIs	Financial Institutions
NCDs/ Debentures	7500 (Seven Thousand Five Hundred) Secured Redeemable Non Convertible Debentures of Rs. 10,00,000/- each for cash
NRIs	Non Resident Indians
NSDL	National Securities Depository Limited
BSE	Bombay Stock Exchange of India Limited
OCBs	Overseas Corporate Bodies
PAN	Permanent Account Number
Rating	“CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) by CRISIL Ltd and “IND AA+(EXP)” (Ind Double A plus expected) by India Ratings and Research Private Limited
Rs./ INR	Indian National Rupee
RTGS	Real Time Gross Settlement
Scheme	Proposed Group Consolidation Scheme of Vedanta Group, wherein among others Sterlite Industries (India) Limited shall merge into Sesa Goa Limited. On completion of the Scheme Sesa Goa shall be renamed as Sesa Sterlite.
SEBI	The Securities Exchange and Board of India, constituted under the SEBI Act 1992
SEBI Act	Securities and Exchange Board of India Act, 1992, as amended from time to time
SEBI Regulations	Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide notification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012) as amended from time to time.
Security Cover	1.25 security cover on the fixed assets of the Company and / or its subsidiary / Associate Company
TDS	Tax Deducted at Source
The Companies Act	The Companies Act, 1956 as amended from time to time
The Issue/ The Offer/ Private Placement	Private Placement of 7500 Secured Redeemable Non Convertible Debentures of Rs. 10,00,000/- each for cash
Trustee	AXIS Trustee Services Limited

7

A. ISSUER INFORMATION

(a) Sterlite Industries (India) Limited was incorporated as public company under the Companies Act, 1956. Date of Incorporation: September 8, 1975

Name	Sterlite Industries (India) Limited
Company Registration No.	CIN - L65990TN1975PLC062634
Registered office	SIPCOT Industrial Complex, Madurai Bypass Road, TV Puram P.O Tuticorin- 628 002, Tamil Nadu, India.
	Tel No: +91-461-4242591; Fax No: + 91-461-2340203
	Website: www.sterlite-industries.com
Corporate Office	75, Vedanta, Nehru Road, Ville Parle East, Mumbai- 400093
Company Secretary and Compliance Officer	Mr. Rajiv Choubey
	SIPCOT, Industrial Complex, Madurai- Bypass Road, T. V. Puram P. O.
	Tuticorin - 628002, Tamil Nadu, India
	Tel No: +91-461-4242591; Fax No: + 91-461-2340203
	rajiv.choubey@vedanta.co.in
Chief Financial Officer	Mr. Din Dayal Jalan
Arranger for the NCD	YES Bank Limited
Debenture Trustee	Axis Trustee Services Limited
	Axis House, 2nd Floor
	Wadia International Centre
	P B Marg, Worli
	Mumbai – 400025
Registrar and Transfer Agents	Karvy Computershare Pvt Ltd
	24-B, Rajabahadur Mansion 6, Ambalal DoshiMarg
	Fort, Mumbai 400023 Maharashtra, India
	Phone: 022-66235454
	Fax: 022-66331135
	Website: www.karvycomputershare.com
Credit Rating Agencies for the NCD	(i)     CRISIL Limited
	(ii)    India Ratings and Research Private Limited
Auditors	1. Deloitte Haskins & Sells,
	Chartered Accountants
	12, Dr. Annie Besant Road
	Worli
	Mumbai – 400 018
	Tel no. - +91 22 6667 9000
	Fax no. - +91 22 6667 9025
	2. M/s Chaturvedi & Shah,
	Chartered Accountants
	912-913 Tulsiani Chambers
	Nariman Point
	Mumbai – 400 021

8

(b) Brief Summary of Business/Activities of the Issuer and its line of Business

Sterlite Industries (India) Limited

Sterlite Industries (India) Limited (Sterlite) is the principal subsidiary of Vedanta Resources plc., a diversified and integrated FTSE 100 metals and mining company, with principal operations located in India, Australia, U.A.E, Namibia, South Africa and Ireland

Sterlite’s principal operating companies/asset comprise Hindustan Zinc Limited (HZL) for its fully integrated zinc and lead operations at India, Skorpion Zinc mine and refinery at Namibia, Black Mountain Zinc mine and Gamsberg project at South Africa and Lisheen mine in Ireland; Sterlite Copper - Tuticorin & Silvassa and Copper Mines of Tasmania Pty Limited (CMT) for its copper operations in India/ Australia; and Bharat Aluminium Company (BALCO), VAL (associate company) for its aluminium operations and Sterlite Energy Limited (SEL) for its commercial power generation business.

Sterlite is India’s one of the largest diversified non-ferrous metals and mining company. Sterlite is listed on BSE, NSE and NYSE. It was the first Indian Metals & Mining Company to list on the New York Stock Exchange.

Sterlite has continually demonstrated its ability to deliver major value creating projects, offering unparalleled growth at lowest costs and generating superior financial returns for its shareholders. At the same time, it strives that its expansion projects meet high conservative financial norms.

A majority of Company’s operations are certified to the International Standards like ISO 9001, ISO 14001 and OHSAS 18001.

Present Vedanta Group Structure

Note: Structure as at 31 March 2012

9

Copper

Sterlite is one of the largest copper rod producers in Asia. Sterlite copper business comprises of two operations, namely, Sterlite custom smelting and refinery in India and CMT mining operations in Australia. The primary products in this segment are copper cathode and copper rods. The copper business comprises smelting, processing of copper and its by-products.

Sterlite’s operations include a smelter, a refinery, a phosphoric acid plant, a sulphuric acid plant, a copper rod plant and two captive power plants at Tuticorin in the state of Tamil Nadu in southern India; and a refinery and two copper rod plants at Silvassa in the Union territory of Dadra and Nagar Haveli in western India, The Tuticorin Smelter has been operating for more than thirteen years in accordance with global standards. It employs the ISA Smelt process which is considered globally as an environmentally advanced technology. In addition, the company owns and operates the Mt. Lyell copper mine at Tasmania in Australia, which provides around 8% of the copper concentrate requirements at Sterlite Copper as well as a precious metal refinery and copper rod plant at Fujairah in the UAE.

The Hon’ble Supreme Court of India judgment dated April 02, 2013: The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

The Apex Court directed the Company to pay Rs. 100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

TNPCB order dated March 29, 2013: The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company had filed a statutory appeal on 01-04-2013 before the National Green Tribunal (NGT), Chennai. NGT after due consideration allowed opening of the plant on May 31^st via its interim order pending final hearing on 10^th July 2013. However TNPCB challenged this decision in the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India has upheld the NGT’s decision to allow the plant to be opened till the final hearing and subsequently the operations were started on 23^rd June 2013.

Zinc and Lead

HZL was acquired by Sterlite in the year 2002 when the Government disinvested the stake in HZL. Sterlite has a 64.9% ownership interest in HZL, with the remainder owned by the Government of India (29.5%) and institutional and public shareholders (5.6%).

HZL’s operations include four lead-zinc mines, four zinc smelters, two lead smelters, one lead-zinc smelter, six sulphuric acid plants, a silver refinery and five captive power plants in the State of Rajasthan in Northwest India, one zinc smelter and a sulphuric acid plant in the State of Andhra Pradesh in Southeast India and one zinc ingot melting and casting plant at Haridwar and one silver refinery, one zinc ingot melting and casting plant, one lead ingot melting and casting plant at Pantnagar in the State of Uttarakhand in North India.

International Business

Sterlite through its wholly owned subsidiaries acquired Zinc assets comprising 100% of Skorpion, which owns the Skorpion mine and refinery in Namibia, a 74% stake in Black Mountain, whose assets include the Black Mountain mine and the Gamsberg project in South Africa, and 100%. of Lisheen, which owns the Lisheen mine in Ireland.

10

Aluminium

BALCO

BALCO was incorporated in the year 1965 as a Public Sector Undertaking (PSU) and since then the Company has been closely associated with the Indian Aluminium Industry, in a pivotal role. Located in Korba in the state of Chhattisgarh in central India, our majority owned subsidiary, BALCO is one of the four primary producers of Aluminium in India. Government of India (GoI) divested 51% equity in the year 2001 in favour of Sterlite Industries (India) Limited. Balance 49% is with GoI. After disinvestment, a pre-baked smelter of capacity 245 kt per annum has been established in the year 2004. The Company is playing a crucial role in introducing aluminium as a potential alternative to other metals like Steel in construction, and Copper in power transmission industry. The smelter plants are being supported by uninterrupted power supply through Captive Power Plants - 270 MW at Jamnipali, Korba and 540 MW at smelter site.

Vedanta Aluminium Limited

Vedanta Aluminium Limited (VAL) is owned 70.5% by VRPlc and the balance stake of 29.5% is with Sterlite. VAL is setting up a large scale integrated aluminium project in the State of Orissa in Eastern India comprising of an Alumina Refinery at Lanjigarh and an Aluminium Smelter at Jharsuguda with associated power facilities.

As part of Phase I, VAL has set up an alumina refinery of 1 mtpa capacity along with 90 MW Co-generation Captive Power Plant at Lanjigarh and 0.50 mtpa Aluminium Smelter along with 1215 MW Captive Power Plant (CPP) at Jharsuguda in Orissa. Work at the 1.10 MTPA Jharsuguda-II Aluminium Smelter project is in progress.

During 2010, MoEF has denied approval to VAL for expansion of its refinery project at Lanjigarh as also the ministry has denied Stage II clearance to Orissa Mining Corporation to start mining of bauxite from Niyamgiri mines for supplying bauxite to VAL for its refinery project.

In its latest verdict on the issue on 18^th April 2013, the Hon’ble Supreme Court has asked the Vedanta to get Gram Sabha nod for Niyamgiri mining. The Gram Sabha, which will have a nominee from the state high court as an observer, will take a decision and communicate it to the Ministry of Environment and Forests (MoEF). The MoEF shall take a final decision on the grant of Stage II clearance for the bauxite mining project in the light of the decision of the gram sabha within two months thereafter.

VAL had been operating its 1 mtpa refinery by sourcing bauxite from various states in India and for operating its 0.50 MTPA smelter at Jharsuguda, it was importing the balance requirement of alumina.

However, because of non-availability of adequate quantity of bauxite, the company has suspended operations of its 1 MTPA refinery at Lanjigarh with effect from 5^th December 2012. At present, the entire alumina required for the smelter at Jharsuguda is being imported.

Sterlite Energy Limited

Sterlite Energy Limited (SEL) is a 100% subsidiary of Sterlite Industries (I) Limited. SEL was established to develop, construct and operate power plants and seeks to become one of India’s leading commercial power generation companies.

SEL is well positioned to capitalize on India’s economic growth and power deficit to develop a commercial power generation business. It shall benefit from Vedanta group’s experienced and focused management with strong project execution skills, experience in building and operating captive power

11

plants, substantial experience in mining activities and the capacity to finance world-class projects. Sterlite Energy Ltd has taken a major initiative towards the advancement of the power infrastructure in Orissa through its 2400 MW i.e. 4 x 600 MW coal-based independent power plant (IPP) in Jharsuguda district.

Talwandi Sabo Power Project

SEL, through its subsidiary Talwandi Sabo Power Limited, is developing 1980MW Power Project at village Banawala, Mansa-Talwandi Sabo in District Mansa, Punjab. This is a coal-fired thermal power production project with 3 units of 660MW each.

Ports and Infrastructure Business

Vishakapatnam Port

The Company was the successful bidder for mechanisation of the coal handling facilities at the outer harbour of Vishakapatnam port on the east coast of India, which is based on the Public Private Partnership (PPP) model. The Company has a seventy four percent equity interest in VIZAG General Cargo Berth Pvt Limited (VGCB), a special purpose vehicle formed as a joint venture between the Company and Leighton Contractors India (Private) Limited.

The initial capacity of the upgraded berth will be 10.2 million tonnes per annum with flexibility to upgrade to 12.5 million tonnes per annum. VGCB entered into a concessionaire agreement on October 08, 2010 with Vishakapatnam Port Trust, for mechanisation the coal handling facilities and to upgrade the general cargo berth on a build-operate-transfer basis for 30 years commencing on the date of award of concession. Commercial operation of the project has started.

Paradip Port

The Company was declared as the successful bidder for Paradip Port’s Multi Cargo Berth on build, own and operate basis which is situated in the Jagatsinghapur District of Orissa, on the east coast of India.

12

Financials of the Issuer

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2013)

STERLITE INDUSTRIES (INDIA) LIMITED

Regd. Office: SIPCOT Industrial Complex,

Madurai ByPass Road, TV Puram P.O., Tuticorin-628002, Tamilnadu

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

				(Rs in Crore)
Particulars		As at 31.03.2013 (Audited)		As at 31.03.2012 (Audited)
A	EQUITY AND LIABILITIES
1	SHAREHOLDERS’ FUNDS
	a) Share Capital		336.12		336.12
	b) Reserves & Surplus		50,619.05		45,719.56
	Sub total - Shareholders’ funds		50,955.17		46,055.68
2	Minority Interest		14,283.88		12,198.99
3	Non-current liabilities
	(a) Long-term borrowings		10,623.18		7,448.64
	(b) Deferred tax liabilities (Net)		2,399.25		2,208.27
	(c) Other Long term liabilities		1,031.79		521.61
	(d) Long-term provisions		951.88		893.00
	Sub total - Non-current liabilities		15,006.10		11,071.52
4	Current liabilities
	(a) Short-term borrowings		7,990.01		7,023.86
	(b) Trade payables		3,340.59		3,471.07
	(c) Other current liabilities		6,101.09		5,197.83
	(d) Short-term provisions		953.41		611.30
	Sub total - Current liabilities		18,385.10		16,304.06
	TOTAL - EQUITY AND LIABILITIES		98,630.25		85,630.25
B	ASSETS
1	Non-current assets
	(a) Fixed assets		40,170.74		33,501.46
	(b) Goodwill on consolidation		3,832.08		4,061.47
	(c) Non-current investments		2,038.49		3,205.43
	(d) Deferred tax assets (Net)		14.86		—
	(e) Long-term loans and advances		3,810.03		4,709.54
	(f) Other non-current assets		765.61		515.27
	Sub total - Non-current assets		50,631.81		45,993.17
2	Current assets
	(a) Current investments		15,051.46		14,419.94
	(b) Inventories		7,076.48		4,498.06
	(c) Trade receivables		1,638.21		1,818.18
	(d) Cash and cash equivalents		9,432.55		8,539.20
	(e) Short-term loans and advances		14,263.24		9,941.97
	(f) Other current assets		536.50		419.73
	Sub total - Current assets		47,998.44		39,637.08
	TOTAL - ASSETS		98,630.25		85,630.25

13

Consolidated Profit and Loss Statement for Sterlite Industries (India) Limited (As on March 31, 2013)

(Rs in Crore except as stated)
		Year ended
S. No.	Particulars	31.03.2013 (Audited)			31.03.2012 (Audited)
1	Income from Operations
	a) Net Sales/Income from Operations (Net of excise duty)		44,921.89			40,966.77
	b) Other Operating Income		240.40			212.17
	Total Income from operations (net)		45,162.29			41,178.94
2	Expenses
	a) Cost of materials consumed #		20,748.43			18,712.27
	b) Purchases of stock-in-trade		56.74			12.07
	c) Changes in inventories of finished goods, work-in-progress and stock-in-trade		134.99			119.67
	d) Employee benefits expense		1,879.94			1,612.21
	e) Depreciation and amortisation expense		2,031.78			1,829.81
	f) Power & Fuel charges		4,419.63			4,040.07
	g) Exchange loss/(gain)		—			305.26
	h) Other expenses		7,453.68			6,514.07
	Total Expenses		36,725.19			33,145.43
3	Profit from Operations before other income, finance costs & Exceptional Items		8,437.10			8,033.51
4	a) Other Income		3,453.24			3,163.21
	b) Exchange loss/(gain)		(16.84	)		—
5	Profit from ordinary activities before finance costs and Exceptional Items		11,907.18			11,196.72
6	Finance costs		922.24			852.42
7	Profit from ordinary activities after finance costs but before Exceptional Items		10,984.94			10,344.30
8	Exceptional items		117.53			472.64
9	Profit from Ordinary Activities before tax		10,867.41			9,871.66
10	Tax expense (including deferred tax and net of MAT credit entitlement)		1,618.39			2,110.55
11	Net Profit from Ordinary activities after Tax		9,249.02			7,761.11
12	Extraordinary Items (net of tax expense)		—			—
13	Net Profit for the period		9,249.02			7,761.11
14	Consolidated share in the loss of Associate		(659.79	)		(772.27	)
15	Minority Interest		2,528.91			2,160.92
16	Net Profit after taxes, minority interest and consolidated share in loss of associate		6,060.32			4,827.92
17	Paid-up equity share capital (Face value of Re 1 each)		336.12			336.12
18	Reserves excluding Revaluation Reserves as per balance sheet		50,619.05			45,719.56
19	Earnings Per Share (Rs) (Not annualised)*
	-Basic		18.03			14.36
	-Diluted		18.03			14.36

# Comprises net of exchange loss/(gain) - Rs 2.16 Crore in Q4 FY 2012-13, Rs 10.35 Crore in Q3 FY 2012-13, Rs (67.34) Crore in Q4 FY 2011-12, Rs 343.45 Crore in FY 2012-13, Rs 494.32 Crore in FY 2011-12

14

Consolidated Balance Sheet for Sterlite Industries (India) Limited (As on March 31, 2012)

( in Crore)
	Particulars		Notes	As at March 31, 2012			As at March 31, 2011
I.	EQUITY AND LIABILITIES
	1	Shareholders’ funds
		Share capital	3		336.12			336.12
		Reserves and surplus	4		45,719.56			41,099.36
						46,055.68		41,435.48
	2.	Minority Interest				12,198.99		10,291.27
	3	Non-current liabilities
		Long-term borrowings	5		7,448.64			5,355.48
		Deferred tax liabilities (Net)	6		2,208.27			2,178.85
		Other long-term liabilities	7		572.83			353.01
		Long-term provisions	8		893.00			829.92
						11,122.74		8,717.26
	4	Current liabilities
		Short-term borrowings	9		7,023.86			5,592.07
		Trade payables			3,251.56			3,496.17
		Other current liabilities	10		5,146.60			3,794.80
		Short-term provisions	11		683.30			1,118.65
						16,105.32		14,001.69
		TOTAL				85,482.73		74,445.70
II.	ASSETS
	1	Non-current assets
		Fixed assets	12(a)
		(i)       Tangible assets			21,352.40			17,439.59
		(ii)      Intangible assets			56.87			65.96
		(iii)     Capital work-in-progress			12,089.92			9,918.01
		(iv)     Intangible assets under development			2.27			0.74
					33,501.46			27,424.30
		Goodwill on consolidation	12(b)		4,061.47			3,891.83
		Non-current investments	13		3,203.27			259.36
		Deferred tax assets (Net)	6		—			5.24
		Long-term loans and advances	14		4,344.20			3,391.78
		Other non-current assets	15		680.58			605.08
						45,790.98		35,577.59
	2	Current assets
		Current investments	16		14,419.94			12,644.51
		Inventories	17		4,498.06			5,154.67
		Trade receivables	18		1,818.18			1,618.27
		Cash and cash equivalents	19		8,539.20			9,501.99
		Short-term loans and advances	20		9,964.00			9,574.99
		Other current assets	21		452.37			373.68
						39,691.75		38,868.11
		TOTAL				85,482.73		74,445.70

15

Consolidated Profit and Loss for Sterlite Industries (India) Limited (As on March 31, 2012)

( in Crore)
	Particulars	Notes	Year ended March 31, 2012			Year ended March 31, 2011
I.	REVENUE FROM OPERATIONS (GROSS)	22		43,115.91			32,275.87
	Less: Excise duty			(1,936.97	)		(1,847.37	)
	Revenue from operations (Net)			41,178.94			30,428.50
II.	OTHER INCOME	23		3,163.21			2,521.74
III.	TOTAL REVENUE (I + II)			44,342.15			32,950.24
IV.	EXPENSES:
	Cost of materials consumed			18,712.27			14,918.25
	Purchases of Stock-in-Trade			12.07			17.20
	Changes in inventories of finished goods, work-in-process and stock-in-trade	24		119.67			(565.72	)
	Employee benefits expense	25		1,612.21			1,131.65
	Finance costs	26		852.42			350.93
	Depreciation and amortization expense			1,829.81			1,030.13
	Other expenses	27		10,859.40			6,877.30
	Total expenses			33,997.85			23,759.74
V.	PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (III-IV)			10,344.30			9,190.50
VI.	EXCEPTIONAL ITEMS	28		472.64			56.82
VII.	PROFIT BEFORE TAX (V - VI)			9,871.66			9,133.68
VIII.	TAX EXPENSE:
	Current tax	29(a)		2,076.98			1,497.84
	Deferred tax	29(b)		33.57			313.80
IX.	PROFIT FOR THE YEAR BEFORE MINORITY INTEREST AND CONSOLIDATED SHARE OF LOSS OF ASSOCIATE (VII-VIII)			7,761.11			7,322.04
X.	LESS : MINORITY INTEREST IN INCOME			2,160.92			1,994.53
XI.	CONSOLIDATED SHARE IN LOSS OF ASSOCIATE			(772.27	)		(284.99	)
XII.	PROFIT FOR THE YEAR (IX-X-XI)			4,827.92			5,042.52
XIII.	EARNINGS PER EQUITY SHARE OF 1 EACH	51
	(1)    Basic			14.36			15.00
	(2)    Diluted			14.36			14.32

16

Consolidated Cash Flow for Sterlite Industries (India) Limited (As on March 31, 2012)

										( in Crore)
		Year Ended March 31, 2012					Year Ended March 31, 2011
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit before tax				9,871.66						9,133.68
	Consolidated Share in Loss of Associate				(772.27	)					(284.99	)
					9,099.39						8,848.69
	Adjusted for :
	- Bad debts and advances written off		3.46					23.71
	- Depreciation and amortization expense		1,829.81					1,030.13
	- Dividend on current investments		(99.25	)				(423.79	)
	- Interest Income		(1,770.05	)				(1,252.77	)
	- Finance costs		852.42					308.71
	- Foreign Exchange difference		687.39					(129.84	)
	- Net gain on sale of current investments		(702.06	)				(91.51	)
	- Rollover (Gain)/Loss on forward covers		93.29					(7.52	)
	- Profit on sale of fixed assets		(6.60	)				(27.95	)
	- Provision for bad and doubtful debts		15.80					3.28
	- Sundry Liabilities written back		(31.23	)				(13.79	)
	- Deferred government grant transferred		(0.01	)				(0.01	)
	- Consolidated Share in Loss of Associate		772.27					284.99
	- Gain on mark to market of current investments		(268.09	)				(327.04	)
	- Gain on fair valuation of embedded derivatives		(245.53	)				(320.59	)
					1,131.62						(943.99	)
	Operating profit before working capital changes				10,231.01						7,904.70
	Adjusted for:
	- Trade receivables and other assets		(482.60	)				(1,122.65	)
	- Inventories		701.47					(1,812.05	)
	- Trade payables and other liabilities		332.69					2,615.47
					551.56						(319.23	)
	Cash generated from operations				10,782.57						7,585.47
	Income taxes paid				(2,382.81	)					(1,734.59	)
	Net cash generated from operating activities				8,399.76						5,850.88
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Payment towards share application money in Joint Venture				(0.87	)					(0.87	)
	Purchase of fixed assets & capital work in progress				(7,439.39	)					(5,400.86	)
	Sale of fixed assets				43.36						52.20
	Purchase of current investments				(74,705.51	)					(120,641.89	)
	Rollover (Loss)/Gain on forward covers				(80.23	)					4.95
	Sale of current investment				73,900.24						128,194.92
	Loans to related parties				(2,736.48	)					(5,664.65	)
	Loans repaid by related parties				105.99						6,147.31
	Payments for acquisitions of new entities (refer note 3)				(778.39	)					(7,343.67	)

17

	Refund of purchase consideration in BMM acquisition	43.57		—
	Interest received	1,452.67		973.76
	Dividend on current investments	99.25		437.61
	Bank balances not considered as cash and cash equivalents	(8,186.42	)	(9,370.47	)
	- Placed
	- Matured	8,760.70		5,119.68
	Net cash used in investing activities	(9,521.51	)	(7,491.98	)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Share issue expenses (net)	—		(1.59	)
	Proceeds from Long term borrowings	2,698.47		2,250.30
	Repayment of Long term borrowings	(875.91	)	(828.12	)
	Proceeds from Short Term borrowings	28,698.92		1,740.13
	Repayment of Short Term borrowings	(27,475.83	)	(599.49	)
	Interest and finance charges paid	(1,075.23	)	(439.99	)
	Rollover Gain/(Loss) on forward covers	18.73		(15.01	)
	Dividend and tax thereon paid	(1,311.33	)	(501.81	)
	Margin money deposit (net)	(16.23	)	(0.09	)
	Net Cash from financing activities	661.59		1,604.33
	Effect of exchange rate on cash & cash equivalent	51.64		4.28
	Net decrease in cash and cash equivalents	(408.52	)	(32.49	)
	Cash and cash equivalents at the beginning of the year#	2,123.85		214.38
	Add: On acquisition of subsidiaries during the year	2.18		1,941.96
	Cash and cash equivalents at the end of the year	1,717.51		2,123.85
	Add: Bank balances not considered as cash and cash equivalents	6,821.69		7,378.14
	Closing balance of Cash and cash equivalents #	8,539.20		9,501.99

Consolidated Financial Information

						(Rs. In Crores)
Parameters	2012-13		2011-12			2010-11			2009-10
Networth		50,955.17		46,055.68			41,435.48			37,012.00
Total Debt		19,277.16		15,694.44			11,729.25			9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,623.18		7,448.64			5,355.48			NA
-Short Term Borrowing		7,990.01		7,023.86			5,592.07			NA
-Current Maturities of Long Term Borrowing		663.97		1,221.94			781.70			NA
Net Fixed Assets (including CWIP)		40,170.74		33,501.46			27,424.30			23,350.00
Non Current Assets		50,631.81		45,790.98			35,577.59			NA
Cash and Cash Equivalents		9,432.55		8,539.20			9,501.99			3,337.76
Current Investments		15,051.46		14,419.94			12,644.51			17,975.51
Current Assets		47,998.44		39,691.75			38,868.11			17,511.41
Current Liabilities		18,385.10		16,105.32			14,001.69			4,931.90
Net sales		44,921.89		40,966.77			30,248.06			24,500.60
EBITDA		10,574.00		10,169.00			8,050.00			8,031.00
EBIT		8542.22		8,339.19			7,019.87			7,281.21
Interest		922.24		852.42			350.93			292.42
PAT		6,060.32		4,827.92			5,042.52			3,743.74
Dividend amounts				(1,311.33	)		(501.81	)		(448.84	)
Current ratio		2.61		2.46			2.78			3.55
Interest coverage ratio		9.77		12.25			24.80			22.06
Gross debt/equity ratio		0.38		0.34			0.28			0.25
Debt Service Coverage Ratios*		3.05		6.04			4.89			2.00

* short term borrowings taken and repaid during during the year has not been considered in the calculations for FY 2011-12

18

Proposed Group Consolidation scheme and Sesa Goa and Sterlite Industries Merger

Note: Shareholding based on basic shares outstanding

On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group.

Under the Transaction: (i) Vedanta’s 70.5 per cent. shareholding in VAL will be consolidated into Sesa Goa in consideration for the issue to Vedanta of 72.3 million Sesa shares; (ii) Sterlite will be merged into Sesa Goa, which is intended to be renamed Sesa Sterlite, in consideration for the issue to Sterlite shareholders (other than MALCO) of three Sesa shares for every five existing Sterlite shares and the issue to holders of Sterlite’s American Depositary Shares (“Sterlite ADSs”) of three Sesa ADSs for every five existing Sterlite ADSs; (iii) MALCO’s power business will be hived off to VAL for cash consideration of INR 1,500 million; (iv) MALCO will be merged into Sesa in consideration for the issue of 78.7 million Sesa shares to shareholders of MALCO; (v) Sterlite Energy will be merged into Sesa; (vi) VAL’s aluminium business will be demerged into Sesa; and (vii) Vedanta’s 38.7 per cent shareholding in Cairn India Limited (“Cairn India”), together with debt of approximately US$ 5.9 billion incurred by a member of the Vedanta Group to acquire that interest in Cairn India, will be transferred to a subsidiary of Sesa for nominal consideration. Steps (ii) – (vi) above will be effected pursuant to the Scheme, which is governed by Indian law. Steps (i) – (vii) above are collectively referred to herein as the “Transaction” and each of Sesa Goa, Sterlite, MALCO, VAL and Sterlite Energy are referred to herein as a “Scheme Company”, and collectively, as the “Scheme Companies”. The Sesa Goa shares are, and the Sesa Sterlite shares will continue to be, listed on the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”).

The Group will have exposure to zinc, lead, silver, iron ore, oil and gas, copper, aluminium and commercial power with assets in India, Australia, Liberia, South Africa, Namibia, Ireland, the United Arab Emirates (“UAE”) and Sri Lanka. This world class asset base will benefit from the previously announced capex programme that is largely invested.

19

This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

The following is a summary of the operations and assets that will comprise the Sesa Sterlite Group on the completion of the proposed scheme.

Zinc-lead-silver

The Sesa Sterlite Group’s zinc business is the largest and among the lowest cost zinc-lead producers globally, operating the Rampura Agucha mine, the world’s largest zinc mine on a production basis, with further potential for growth from the Gamsberg project in South Africa, one of the largest undeveloped zinc deposits in the world. The Sesa Sterlite Group’s zinc business in India, which is also referred to as “Zinc India”, is operated through Hindustan Zinc Limited (“HZL”). Its international zinc operations, which are also referred to as “Zinc International”, are operated through three subsidiary groups of companies:

• THL Zinc Namibia Holdings (Pty) Ltd and subsidiaries (“Skorpion”), which owns the Skorpion mine and refinery in Namibia;

• Vedanta Lisheen Holdings Limited and subsidiaries (“Lisheen”), which owns the Lisheen mine in Ireland; and

• Black Mountain Mining (Pty) Ltd (“BMM”), whose assets include the Black Mountain mine and the Gamsberg project in South Africa.

The Sesa Sterlite Group produced approximately 1228 kt of mined zinc-lead and 408 tonnes of silver in the fiscal year ended 31 March 2013 from its Indian and international operations. As at 31 March 2013, the Sesa Sterlite Group’s zinc-lead capacity was approximately 1.6 mtpa and its silver capacity was 16 Moz.

Copper

The Sesa Sterlite Group’s Tuticorin smelter is amongst the lowest quartile cost custom copper smelters

20

in the world. In addition, through Copper Mines of Tasmania Pty (“CMT”), the Sesa Sterlite Group owns the Mt. Lyell copper mine in Tasmania, Australia, which provides a small percentage of the Sesa Sterlite Group’s copper concentrate requirements. The Sesa Sterlite Group produced 353 kt of copper in the fiscal year ended 31 March 2013. Its copper capacity was 800 ktpa as at 31 March 2013.

Aluminium

The Sesa Sterlite Group’s aluminium business is strategically located in the bauxite and coal reserve rich region of India. The business is currently conducted through the operations of Bharat Aluminium Company Ltd. (“BALCO”) and through VAL’s aluminium business. Pursuant to the Scheme, VAL’s aluminium business will be demerged into Sesa Sterlite.

The aluminium business produced 774 kt of aluminium in the fiscal year ended 31 March 2013. Following the completion of scheduled expansion projects, the aluminium business expects to have a smelting capacity of 2.3 mtpa with integrated power.

Commercial power

Metal smelting and mining are energy-intensive operations and the Sesa Sterlite Group’s businesses have been operating captive power plants (“CPPs”) since 1997 to provide a part of the energy used in their production processes. In addition to production for own uses, the Sesa Sterlite Group is expanding its commercial power business to produce and sell energy for third parties. The commercial power business is operated through Sesa Sterlite’s wholly-owned subsidiary Sterlite Energy, including Sterlite Energy’s wholly owned subsidiary Talwandi Sabo Power Limited (“TSPL”) and through MALCO’s power business. In addition, HZL operates wind power plants with a total capacity of 274 MW as at 31 March 2013. The Sesa Sterlite Group also sells surplus power from the CPPs operating in its other businesses.

Iron ore

The Group is India’s largest private sector iron ore producer-exporter, with 3.1 million tonnes produced in the fiscal year ended 31 March 2013. Group’s iron ore capacity is expected to increase significantly post completion of scheduled investment in India and in Liberia, part of the emerging iron ore hub in West Africa, by its subsidiary Western Cluster Limited (“WCL”), with a low cost profile and longlife assets.

Oil and gas

On completion of the proposed scheme, Sesa Sterlite will own 58.8 per cent of Cairn India, one of the largest private sector oil and gas companies in India and among the top 20 independent exploration and production companies globally. Cairn India was the fastest growing exploration and production company in Asia in 2011. The company has a diversified asset base with ten blocks: one in Rajasthan, three on the west coast of India, five on the east coast of India and one in Sri Lanka. The Rajasthan block in the Barmer basin has an estimated gross in place resource of approximately 7.3 billion barrels of oil equivalent. Cairn India’s average daily gross operated production in the fiscal year ended 31 March 2013 was approximately 205 kboepd, contributing approximately 20 per cent. of India’s domestic crude oil production.

Gross Debt Equity Ratio of the Company

Particulars	Before the Issue of Debt Securities		After considering the proposed Issue of NCD
Debt / Equity Ratio		0.28		0.29

• Debt Equity Ratio on Consolidated Basis.

• Debt means Long term Borrowings as per the annual report of the company including deferred tax liability.

• Equity means Share Capital of company plus Reserves and Surplus.

21

Details of Share Capital as on 31st March, 2013

Details of Share Capital	No of Shares		Amount (Rs. In Crores)
Share Capital
Authorized Equity Shares of Rs. 1 each		500,00,00,000		500.00
Total Authorized Share Capital				500.00
Issued, Subscribed and Paid up Equity Capital		336,12,07,534		336.12
Less: Unpaid Allotment Money /Calls In Arrears		11,790
Total Subscribed and Paid up Share Capital				336.12

Changes in Capital Structure as on March 31, 2013, for the last 5 Years

Date of EGM / AGM	Date of Issue	No. of shares		Face Value (Rs.)		Particulars (Remarks / Nature of corporate action)
EOGM-July 11, 2009	June 22, 2007		150,000,000		2	Equity Shares of Rs. 2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 21, 2009		123,456,790		2	Equity Shares of Rs. 2/- each representing equal nos. of American Depository Shares
EOGM-July 11, 2009	July 31, 2009		84,49,221		2	Equity Shares of Rs. 2/- each representing equal nos. of American Depository Shares
AGM – June 11, 2010	June 23, 2010		168,08,00,844		1	Sub-division of Equity Shares to Re. 1/- each
AGM – June 11, 2010	June 23, 2010		168,04,06,690		1	Bonus Issue 1:1

Equity Share Capital History of the Company as on March 31, 2013, for the last 5 Years:

Date of Allotment	No. of Eq. Shares		Face Value (Rs)		Issue Price (Rs)			Consideration (Cash, other than cash etc)		Nature of allotment	Cumulative						Remarks
											No. of Eq. Shares		Eq. Share Capital (Rs) in crs		Eq. Share Premium (Rs)
May 13, 2006		—		2		—			—	Sub Division Rs. 5 to Rs 2		279,346,173		55.87		—
May 20, 2006		279,148,238		2		—			—	Bonus 1:1		558,494,411		116.70		—
June 22, 2007		150,000,000		2	US$ (INR	13.44 544.32	)		—	Equity Shares representing ADS		708,494,411		141.70
July 21, 2009		123,456,790		2	US$ (INR	12.15 591.95	)		—	Equity Shares representing ADS		831,951,201		166.39
July 31, 2009		84,49,211		2	US$ (INR	12.15 591.95	)			Equity Shares representing ADS		840,400,422		168.08
June 23, 2010		—		1		—			—	Sub Division Rs. 2 to Re. 1		168,08,00,844		168.08
June 23, 2010		168,04,06,690		1		—			—	Bonus 1:1		168,04,06,690		168.04

22

Details of any Acquisition or Amalgamation in the last 1 Year

Sterlite Opportunities and Ventures Limited was amalgamated with Sterlite Industries (India) Limited.

Details of any Reorganisation or Reconstruction in the last 1 Year

NIL

However, On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) has announced Group Consolidation Scheme by way of an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group. The Scheme has already been approved by the shareholders of the Company. The Group Consolidation Scheme has not been completed yet. The Details of the scheme are given in this document.

Details of the shareholding of the Company as on March 31, 2013:

(i) Shareholding Pattern of the Company as on March 31, 2013

Sr. No.	Particulars	Total No. of Shares		No. of Shares held in Dmat Form		% Shareholding
(i)	A. PROMOTERS HOLDING
	Indian Promoters		12,07,87,719		12,07,87,719		3.59	%
	Foreign Promoters		1,67,11,44,924		1,67,11,44,924		49.72	%
	ADS		16,54,87,852		16,54,87,852		4.92	%
	Total (A)		1,95,74,20,495		1,95,74,20,495		58.24	%
(ii)	B. PUBLIC SHAREHOLDING
	Banks, Financial Institutions, Insurance Companies etc		191990108		191966308		5.71
	Foreign Institutional Investors (FII’s)		472809503		472799863		14.07
	Foreign Direct Investment (FDI)		10535990		10294494		0.31
	Mutual Funds (including UTI)		119076022		119064022		3.54
	Bodies Corporate		102957140		102796408		3.06
	Individual Public		150943270		144674737		4.49
	Others / Trusts		71849658		835558		2.14
	h) Shares held by custodians against which Depository Receipts have been issued		283625348		283625348		8.44
	Total (B)		1403784239		1326056738		41.76
	Grand Total		3361207534		3283477233		100

(iii) List of Top 10 holders of equity shares of the Company as on March 31, 2013

23

S. No.	Name of Shareholder with Address	No. of Equity Shares (Face value of shareholding Re.1/- each)		Shares held (%)
1.	TWIN STAR HOLDINGS LIMITED C/O MULTICONSULT LIMITED ROGERS HOUSE, 5 PRESIDENT JOHNKENNEDY STREET, PORT LOUIS, MAURITIUS 111111		1,671,144,924		49.72
2.	THE MADRAS ALUMINIUM COMPANY LIMITED METTUR DAM, R S, DISTRICT SALEM, TAMIL NADU 636402		119,750,659		3.56
3.	LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021		9,29,83,906		2.77
4	BHADRAM JANHIT SHALIKA -C/O TODARWAL & TODARWAL 112 MAKER BHAWAN NO 3 21 NEW MARINE LINES MUMBAI - 400020		7,10,14,100		2.11
5	HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED, HSBC SECURITIES SERVICES, 2ND FLOOR “SHIV”, PLOT NO 139-140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057		5,25,77,499		1.56
6	HDFC STANDARD LIFE INSURANCE COMPANY LIMITED HDFC BANK LTD, CUSTODY SERVICES, LODHA - I THINK TECHNO CAMPUS, OFF FLR 8, KANJURMARG EAST MUMBAI 400042		2,23,33,401		0.66
7	LIC OF INDIA MARKET PLUS 1 GROWTH FUND INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021		21,606,055		0.64
8	MORGAN STANLEY ASIA (SINGAPORE) PTE., HSBC SECURITIES SERVICES, 2ND FLOOR, SHIV, PLOT NO.139-140 B, WE HIGHWAY, VILE PARLE EAST, MUMBAI 400 057		2,12,47,841		0.63
9	VANGUARD EMERGING MARKETS STOCK INDEX FUND, DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, POST BOX NO. 1142, FORT, MUMBAI 400 001		1,97,27,380		0.59
10.	ABU DHABI INVESTMENT AUTHORITY - GULAB JPMORGAN CHASE BANK N.A., INDIA SUB CUSTODY, 6th FLOOR, PARADIGM B, MINDSPACE, MALAD W, MUMBAI 400064		1,73,73,280		0.53

* WITHOUT CONSIDERING ADS HOLDING

Details regarding the directors of the Company:

(i) Details of Current Directors of the Company

24

S. No.	Name, Designation and DIN	Age (Years)	Address	Director of the Company Since	Details of other Directorships held
1	Mr. Anil Agarwal Chairman and Non-Executive Director DIN: 0010883	59	113/114 Samudra Mahal, Worli, Mumbai, 400018 Maharashtra, INDIA	21-11-1978	• Sterlite Technologies Limited • Vedanta Resources Plc., UK • Anil Agarwal Foundation- Under Section 25 of the Companies Act, 1956 • Onclave Ptc Limited - Trustee
2	Mr. Navin Agarwal Executive Vice- Chairman DIN: 00006303	51	Soham, 8/738 Behramji Gamadia Road (Carmichael Road), Mumbai - 400026, Maharashtra, INDIA	01-08-2003	• Bharat Aluminium Company Limited • Hindustan Zinc Limited • Cairn India Limited • The Madras Aluminium Co. Limited • Sterlite Iron & Steel Company Limited • Vedanta Aluminium Limited • Hare Krishna Packaging Private Limited • Konkola Copper Mines, Plc. • Vedanta Resources Plc., UK • Vedanta Resources Holdings Limited • Vedanta Resources Investment Limited
3	Mr. Gautam Bhailal Doshi Non-Executive Independent Director DIN: 00004612	59	402, Hamilton Court, Tagore Road, Santa Cruz (West), Mumbai - 400054 Maharashtra, INDIA	29-06-2001	• REL Utility Engineers Limited (formerly Sonata Investments Limited) • Reliance Communications Infrastructure Limited • Reliance Media Works Limited • Reliance Anil Dhirubhai Ambani Group Limited • Reliance Big TV Limited • Reliance Telecom Limited • Piramal Life Sciences Limited • Digital Bridge Foundation (Sec. 25 Comp) • Reliance Broadcast Network Limited • Reliance Home Finance Private Limited • Telecom Infrastructure Finance

25

Private Limited

• Connect Infotain Private Ltd

26

4	Mr. Berjis Minoo Desai Non-Executive Independent Director DIN: 00153675	56	YEZERINA-II Road No 5, 740/741 DadarParsi Colony Dadar, Mumbai – 400014 Maharashtra, INDIA	29-01-2003	• The Great Eastern Shipping Company Limited • Praj Industries Limited • Edelweiss Financial Services Limited • Man Infraconstruction Limited • Adani Enterprises Limited • HimatsingkaSeide Limited • DCW Limited • Greatship (India) Limited • Emcure Pharmaceuticals Limited • JSA Lex Holdings Limited • Divatex Home Fashions Inc • Centurm Fiscal Private Limited • Capricorn Studfarm Private Limited • Capricorn Agrifarms & Developers Private Limited • Equine Bloodstock Private Limited
5	Mr. Sandeep H. Junnarkar Non-Executive Independent Director DIN: 00003534	61	Flat no. 1702, Wallace Apartment, Naushir Bharucha Marg, Mumbai – 400007 Maharashtra, INDIA	29-06-2001	• Everest Industries Limited • Excel Crop Care Limited • IL&FS Infrastructure Development Corpn, Limited • Jai Corp. Limited • Jai Realty Ventures Limited • Reliance Industrial Infrastructure Limited • Reliance Industrial Investments & Holdings Limited • Reliance Ports and Terminals Limited
6	Mr. A. R. Narayanaswamy Non-Executive Independent Director DIN: 00818169	60	A-12, Archana CHS, Juhu Versova Link Road, Andheri (West), Mumbai - 400053, Maharashtra, INDIA	23.07.2011	• Hindustan Zinc Limited • Sterlite Technologies Limited • Ibis Logistics Private Limited • Ibis Systems and Solutions Private Limited • Ibis Softec Solutions Private Limited • Primex Healthcare and Research Private Limited
7	Mr. D. D. Jalan	56	Ashoka Towers,	24.12.2008	• Vedanta Resources Finance

27

Whole Time Director & Chief Financial Officer DIN: 00006882 Apartment no. 807, Tower D, 63/74, Dr. S. S. Rao Marg, Parel, Mumbai – 400012 Maharashtra, INDIA Limited   • Vedanta Resources Cyprus Limited   • Vedanta Resources Jersey Limited   • Vedanta Resources Jersey II Limited   • Vedanta Investment Jersey Limited   • Sesa Resources Limited   • Sesa Mining Corporation Limited   • Thalanga Copper Mines Pty Limited   • Copper Mines of Tasmania Pty Limited   • Sterlite Ports Limited   • Sterlite Infraventures Limited   • Vizag General Cargo Berth Private Limited   • Paradip Multi Cargo Berth Private Limited   • Twinstar Energy Holdings Limited   • Twinstar Mauritius Holdings Limited   • THL Zinc Ventures Limited   • THL Zinc Limited   • Pecvest 17 (Pty) Limited – South Africa

28

(ii) Details of Change in Directors since last three Years:

Name, Designation and DIN	Date of Appointment	Director of the Company since (In case of Resignation)	Remarks
Mr. A. R. Narayanaswamy	23.07.2011	NA	—
Non-Executive
Independent Director
DIN: 00818169

Details regarding Auditors of the Company:

(i) Details of Auditors of the Company:

Name	Address	Auditor Since
Deloitte Haskins & Sells, Chartered Accountants	12, Dr. Annie Besant Road, Worli, Mumbai – 400 018 Tel: +91 22 6667 9000 Fax: +91 22 6667 9025	2008
M/s Chaturvedi & Shah Chartered Accountants	912-913 Tulsiani Chambers Nariman Point Mumbai – 400 021	1975

(ii) Details of change in Auditors since last 3 Years

No Change

Details of Borrowings of the Company as on 31^ST Mar 2013

(i) Details of Secured Loan Facilities#:

							Rs Crs
Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)		Principal Amt Outstanding (Rs. Crores)		Repayment Date/ Schedule	Security
Citibank	Buyers Credit		210		0	NA	By way of joint deed of hypothecation on Stock & debtors
Deutsche Bank	Buyers Credit		200.00		200.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
HDFC Bank	Buyers Credit		500.00		500.00	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
ICICI Bank	Buyers Credit		1,033.04		1,033.04	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
IDBI Bank	Buyers Credit		800.00		784.87	Various maturities*	By way of joint deed of hypothecation on Stock & debtors
SBI Bank	Buyers Credit		400.00		0	Various	By way of joint

29

maturities* deed of hypothecation on Stock & debtors

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Secured NCD are covered under point no. (iii) Details of NCD.

(ii) Details of Unsecured Loan Facilities#:

Lender’s Name	Type of Facility	Amt Sanctioned (Rs. Crores)		Principal Amt Outstanding (Rs. Crores)		Repayment Date/Schedule
DBS Bank (Off Shore lines)	Buyer’s Credit		254.66		254.66	Various maturities*
Deutsche Bank	Buyers Credit		263.56		263.56	Various maturities*
HDFC Bank	Buyers Credit		863.56		863.56	Various maturities*

* Buyers Credit is availed in the normal course of business from various banks and the maturity for the same is within 1 year in case of operations Buyers Credit

# Unsecured FCCB are covered under point no. (vi) Details of Rest of Borrowings.

(iii) Details of NCDs as on 30^th June 2013:

Debenture Series	Tenor/Period of Maturity	Coupon			Amount (Rs. In Crs)		Date of Allotment		Redemption Date / Schedule		Credit Rating	Secured / Unsecured		Security
(i)	10 Years		9.40	%		500		25.10.2012		25.10.2022	CRISIL AA+ and IND AA+		Secured	1.25 times asset cover
(ii)	10 Years		9.40	%		500		27.11.2012		27.11.2022	CRISIL AA+ and IND AA+		Secured	1.25 times asset cover
(iii)	10 Years		9.24	%		500		06.12.2012		06.12.2022	CRISIL AA+ and IND AA+		Secured	1.25 times asset cover
(iv)	10 Years		9.24	%		500		20.12.2012		20.12.2022	CRISIL AA+ and IND AA+		Secured	1.25 times asset cover
(V)	10 Years		9.10	%		2500		05.04.2013		05.04.2033	CRISIL AA+ and IND AA+		Secured	1.25 times asset cover

30

(iii) List of Top 10 Debenture Holders as on 30^th June 13

Sr. No.	Name of Debenture Holders	Amount (Rs. In Crs)
1.	IDFC DYNAMIC BOND FUND		400
2.	UTI-BOND FUND		360
3.	IDFC SUPER SAVER INCOME FUND- MEDIUM TERM FUND		325
4.	YES BANK LIMITED		260
5.	KOTAK MAHINDRA TRUSTEE COMPANY LTD. A/C. KOTAK MAHINDRA BOND UNIT SCHEME 99		235
6.	UTI SHORT TERM INCOME FUND		220
7.	AXIS BANK LIMITED		200
8.	RELIANCE CAPITAL TRUSTEE CO LTD A/C- RELIANCE REGULAR SAVINGS FUND-DEBT OPTION		190
9	IDFC SUPER SAVER INCOME FUND- INVESTMENT PLAN		175
10.	ICICI PRUDENTIAL SHORT TERM PLAN		175
11.	ICICI PRUDENTIAL CORPORATE BOND FUND		165

(iv) Amount of Corporate Guarantee issued by the Issuer along with name of the Counterparty, on behalf of whom it has been issued as on 31^st May 2013

Counterparty	Amount (In RsCrs)
Copper Mines of Tasmania		47.88
Vedanta Aluminium Ltd		2,286.94
Sterlite Energy Limited		7,610.37
Talwandi Sabo Power Ltd		3,817.51
Sterlite Infrastructure Ltd		3,373.02
Vizag General Cargo Berth		542.24
Total		17677.954

(v) Details of Commercial Papers:

The total Face Value of Commercial Papers Outstanding as on 30^th June 2013 is Rs. 625 Crores.

Break up of the same is as below:

Maturity Date	Amount Outstanding (Face Value) (Rs. In Crs)
23.08.2013		225
06.09.2013		400

(vi) Details of Rest of the Borrowings (if any, including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st March 2013:

Party Name (in case of Facility) / Instrument Name	Type of Facility / Instrument	Amount Sanctioned / Issued (Amount in USD Mn)		Principal Amt Outstanding (Amount in USD Mn)		Repayment Date / Schedule	Credit Rating	Secured / Unsecured	Security
Foreign Currency Convertible Bonds	FCCB		USD 500 Million		USD 500 Million	30-Oct-14	NA	Unsecured	NA

31

(vii) Details of all default/s and/or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Company, in the past 5 years:

NIL

Other Borrowing Details

Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

NIL

(c) Details of Promoters of the Company:

(d) Details of Promoter Holding in the Company as on March 31, 2013 :

Sr No	Name of the Shareholders	Total No. of Equity Shares		No. of Shares in Dmat Form		Total Shareholding as % of total no of equity shares			No. of Shares Pledged		% of Shares pledged with respect to shares owned
1	Indian Promoters
	Madras Aluminium Company Limited		119750659		119750659		3.56			Nil		Nil
	Ankit Agarwal		342000		342000		0.01			Nil		Nil
	Pratik Agarwal		316000		316000		0.01			Nil		Nil
	Agarwal Galvanising Private Limited		202900		202900		0.01			Nil		Nil
	SumanDidwania		146160		146160		0.00			Nil		Nil
	SakshiDidwania		30000		30000		0.00			Nil		Nil
2	FOREIGN PROMOTERS
	Twinstar Holdings Limited		16,71,144,924		16,71,144,924		49.72			Nil		Nil
	Twinstar Holdings Limited (Equity Shares underlying the ADS holding)		165,487,852		165,487,852		4.92	%		Nil		Nil
	Total		1,95,74,20,495		1,95,74,20,495		58.24	%		Nil		Nil

Note: Twinstar Hodlings Limited (Foreign Promoter) holds 165,487,852 equity shares underlying the ADS (representing 4.92% of the share capital of the company). One (1) American Depository Shares represents Four (4) equtiy shares of Re.1/-.

32

Abridged version of Audited Consolidated and Standalone Financial Information for the last three years and latest Audited / Limited Review Half Yearly

Standalone										(Rs. In Crs)
Parameters	FY 2013			FY 2012			FY 2011			FY 2010
Networth		25,563.37			24,737.38			23,228.90			22,268.08
Total Debt		9,866.16			5,333.35			5,761.03			5,322.20
-of which – Non Current Maturities of Long Term Borrowing		4,489.04			2,280.98			2,133.65			2,537.34
-Short Term Borrowing		5,313.48			3,049.25			3,605.76			2,784.86
-Current Maturities of Long Term Borrowing		63.64			3.13			21.63			—
Net Fixed Assets		2,377.76			2,202.79			1,887.43			1,826.63
Non Current Assets		18,095.30			9,994.11			6,118.97			5,368.22
Cash and Cash Equivalents		1,805.77			1,975.98			1,891.28			2,284.91
Current Investments		504.30			1,726.12			3,095.44			5,615.95
Current Assets		22,346.71			24,307.93			27,159.61			16,914.12
Current Liabilities		9,993.40			6,962.92			7,483.17			1,770.83
Net sales		18,921.03			18,092.06			15,307.14			13,114.28
EBITDA		900.49			1,205.00			754.27			559.92
EBIT		2,646.41			3,028.62			2,191.15			1,477.77
Interest		615.39			597.46			317.02			256.44
PAT		1,577.27			1,657.48			1,419.71			831.50
Dividend amounts(paid)		(719.88	)		(765.37	)		(370.35	)		(343.53	)

Consolidated							(Rs. In Crs)
Parameters	FY 2013		2011-12		2010-11		2009-10
Networth		50,955.17		46,055.68		41,435.48		37,012.00
Total Debt		19,277.16		15,694.44		11,729.25		9,260.00
-of which – Non Current Maturities of Long Term Borrowing		10,623.18		7,448.64		5,355.48		NA

33

-Short Term Borrowing	7,990.01		7,023.86		5,592.07		NA
-Current Maturities of Long Term Borrowing	663.97		1,221.94		781.70		NA
Net Fixed Assets (including CWIP)	40,170.74		33,501.46		27,424.30		23,350.00
Non Current Assets	50,631.81		45,790.98		35,577.59		NA
Cash and Cash Equivalents	9,432.55		8,539.20		9,501.99		3,337.76
Current Investments	15,051.46		14,419.94		12,644.51		17,975.51
Current Assets	47,998.44		39,691.75		38,868.11		17,511.41
Current Liabilities	18,385.10		16,105.32		14,001.69		4,931.90
Net sales	44,921.89		40,966.77		30,248.06		24,500.60
EBITDA	10,574.00		10,169.00		8,050.00		8,031.00
EBIT	8542.22		8,339.19		7,019.87		7,281.21
Interest	922.24		852.42		350.93		292.42
PAT	6,060.32		4,827.92		5,042.52		3,743.74
Dividend amounts		#	(1,311.33	)	(501.81	)	(448.84	)

# To be calculated at the year end

NA: Not Available

Any material event/ development or change having implications on the financial / credit quality (e.g. any material regulatory proceedings against the Issuer/Promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

(i) The Tamil Nadu Pollution Control Board (TNPCB) vide order dated March 29, 2013 had ordered closure of the Tuticorin based Copper Smelter (Unit). The closure is based on certain complaints regarding alleged gas leakage. The Unit had submitted its reply contesting the entire case and the emissions parameters were within limits. However, on 29th March 2013, TNPCB ordered closure of the Plant. The Company had filed a statutory appeal on 01-04-2013 before the National Green Tribunal (NGT), Chennai. NGT after due consideration allowed opening of the plant on May 31^st via its interim order pending final hearing on 10^th July 2013. However TNPCB challenged this decision in the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India has upheld the NGT’s decision to allow the plant to be opened till the final hearing and subsequently the operations were started on 23^rd June 2013.

(ii) The Hon’ble Supreme Court of India, vide its judgment dated April 02, 2013, has allowed the appeal of the Company and has set aside the judgment of the Madras High Court order dated September 28, 2010 vide which the Company’s Tuticorin based Copper Smelter (Unit) was ordered to be permanently closed. The Apex Court set aside the High Court on the basis that the Unit has complied with all directions of NEERI TNPCB and CPCB.

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The Apex Court has directed the Company to pay Rs.100 crores as compensation which will be paid to the Collector, Tuticorin for improving the environment in the local area.

(iii) On 25 February 2012, Sterlite, Sesa Goa and Vedanta Resources plc (“Vedanta”, and together with its subsidiaries, the “Vedanta Group”) announced an all-share merger of Vedanta’s majority-owned subsidiaries Sesa Goa and Sterlite to create Sesa Sterlite (“Sesa Sterlite”) and a consolidation of various subsidiaries held within the Vedanta Group. The detail of the scheme and its impact has been explained in this Disclosure Document.

This scheme has already been approved by the shareholders of the respective companies. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this Amalgamation and Arrangement scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited.

(iv) Order on Niyamgiri MInes

In its latest verdict on the issue on 18^th April 2013, the Hon’ble Supreme Court has asked the Vedanta to get Gram Sabha nod for Niyamgiri mining. The Gram Sabha, which will have a nominee from the state high court as an observer, will take a decision by July 2013 and communicate it to the Ministry of Environment and Forests (MoEF). The MoEF shall take a final decision on the grant of Stage II clearance for the bauxite mining project in the light of the decision of the gram sabha within two months thereafter.

Debenture Trustee

Axis Trustee Services Limited has been appointed as Debenture Trustee for the proposed NCD issue. The Debenture Trustee has given their consent to the Issuer for its appointment and a copy of the consent letter is enclosed as Annexure to this document. The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

The Trustees will protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. The major events of default which happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) below become due and will necessitate repayment before stated maturity are as follows:

(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures;

(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.

The rating rationale(s) adopted / credit rating letter issued by the rating agencies shall be disclosed

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The NCDs are rated by CRISIL and India Ratings as “CRISIL AA+/Stable” (CRISIL Double A plus with stable outlook) and “IND AA+ (EXP)” (Ind Double A plus expected) respectively. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

The rating letter along with rating rationale as released by Rating Agencies is attached at the end of this document.

Names of All the Recognized Stock Exchanges Where Securities Are Proposed To Be Listed

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Bombay Stock Exchange of India Ltd. (‘BSE’). In-principal Approval from the stock exchange has been obtained.

Details of debt Securities issued and sought to be listed including face value, nature of debt securities, mode of issue, public issue or private placement

Under the purview of current document, the Company intends to raise an amount of Rs. 750 Crores by Private Placement of Secured, Redeemable, Non-Convertible Debentures (NCDs) of Face Value of Rs.10,00,000/- each.

The company has a valid rating “CRISIL AA+/Stable” and “IND AA+ (EXP)” by CRISIL and India Ratings respectively. As per the details given below, the rating letter is enclosed at the end of this document.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

Detailed term sheet for the debenture issue has been put under “Issue Details” in this Disclosure Document.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

Issue Size

The company proposes to mobilize through private placement of secured, non-convertible debentures (NCDs) of face value of Rs. 10,00,000/- each aggregating up to Rs. 750 crores.

For Details of the issue, please refer “Issue Details” in this document”

Details of utilisation of issue proceeds

The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose.

Particulars of the issue

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A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer

Material Contracts - By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date

Para A:

a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.

b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.

Para B: Documents

• Memorandum and Articles of Association of the Company, as amended from time to time.

• Credit Rating Letters for the current Placements.

• Letter from BSE conveying its in-principle approval.

• Board Resolution approving the proposed private placement.

• AGM Resolution providing for the Borrowing Powers of the Company.

• Consent letters of the Trustees to the Debenture holders.

• Annual Reports of the Company for the last three years.

• Auditor’s Report in respect of the Financials of the Company.

Governing Law & Provisions

The Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and the Trust Deed. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by Securities & Exchange Board of India (SEBI), concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the Court at Mumbai, Maharashtra.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000/- and is issued at par i.e. for Rs. 10,00,000/-. Since there is no premium or discount on either issue price or on redemption value of the Debenture, the effective yield for the investors held to maturity shall be the same as the coupon rate on the Debentures.

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Deemed Date of Allotment

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All benefits related to the Debentures will be available to the allottees from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company will pay interest on the application money from the date of realisation of Cheque(s)/Demand draft(s) up to, but not including the Deemed Date of Allotment, in respect of the application money.

Security

The Debentures shall be secured by way of Registered and/or Equitable Mortgage(s) by deposit of Title Deeds/ Memorandum of Entry of certain immovable properties and/or by hypothecation of movable assets excluding current assets of the Company and /or its subsidiary / Associate company, as may be identified for this purpose in such form and manner in one or more tranche(s) and through one or more security documents. The security can be created in any manner, subject to the satisfaction of the Debenture Trustee. The Security shall be created by way of first/pari-passu charge.

The Company shall within 180 days from the deemed date of allotment of the proposed NCDs and at all times thereafter maintain a minimum security cover of 1.25 times of the face value of debentures outstanding under the present issuance of NCDs.

Security Creation

Security to be created within 180 days from the date of allotment or extended period as agreed by the Debenture Trustee / Debenture Holders.

Market Lot

The market lot shall be one Debentures Series of face value of Rs. 10 Lac each (“Market Lot”). Since the NCDs are being issued only in dematerialised form, odd lots will not arise.

Interest on Application Money

Interest on application money at the coupon rate (subject to deduction of tax at source at the rate prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) will be paid to the applicants. Such interest shall be paid from the date of realization of cheque(s) / demand draft(s) up to the date immediately preceding the Deemed Date of Allotment and shall be sent along with the letter(s) of allotment/ intimation of allotment. The relevant interest warrant(s) / cheque(s) will be dispatched by Courier/Registered Post/Hand Delivery along with the letter(s) of allotment, as the case may be, at the sole risk of the applicant, to the applicant at the address registered with the Company within 30 days from the date of allotment. No interest on application money shall be paid to the applicants whose applications are rejected. In the case of applicants whose applications are accepted in part, no interest shall be paid on the portion of the application money refunded to them.

Interest on NCDs

The Debentures shall carry interest at the rate of coupon rate (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof) throughout the tenure of the Debentures and up to final redemption thereof.

The interest will be paid to the registered Debenture holders recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. In the event of the Company not receiving any notice of transfer along with the original Debenture certificates at least fifteen calendar days before the respective due dates for payment of interest, the transferee(s) for the Debentures shall not have any claim against the Company in respect of interest so paid to the registered Debenture holder(s). Wherever the signature(s) of such transferor(s) in the intimation sent to the Company is / are not in accordance with the specimen signature(s) of such transferor(s) available on the records of the Company, all payments of remaining interest on such

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Debenture(s) will be kept in abeyance by the Company till such time the Company is satisfied in this regard.

Payment will be made by way of RTGS/ NEFT/ Electronic mode or by cheque(s) / interest warrant(s) which will be dispatched to the Debenture holder(s) by Courier / Registered Post / Hand Delivery, in accordance with the existing rules / laws at the sole risk of the Debenture holder(s) to the sole holder(s) / first named holder(s) at the address registered with the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/Actual basis, i.e., Actual number of days elapsed divided by the actual number of days in the year.

If any of the interest payment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form.

However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under:

“Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.”

The amendment, which will be effective 1^st June 2008, will have following implications:

Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

Debentures in Dematerialized Form

The Company has finalized Depository Arrangements with NSDL and CDSL for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form., Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a

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record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL / CDSL / Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company.

Payment on Redemption

The debentures shall be redeemed at par at the end of the tenor, as mentioned in the issue details. The amounts due on redemption will be paid to the registered Debenture holder(s) whose name(s) is / are recorded in the books of the Company and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders as on the record date.

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS system/ NEFT funds transfer in the name of Debenture Holder(s) whose names appear on the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Payment shall be made by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment.

If any of the principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Right to Reissue Debenture(s)

The Company will have the power, as provided for under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations, if any. This right does not construe a call option. In the event of the Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible debenture in their place.

The Company may also, at its discretion and as per the prevailing guidelines/regulationsat any time purchase Secured Non Convertible Debenture at discount, at par or at premium in the open market. Such Secured Non Convertible Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by Law.

Joint-Holders

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Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company. The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the Debentures and nomination in this respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will recognize the executor or administrator of the deceased Debentureholder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debentureholder on production of sufficient documentary proof or indemnity.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated by the company, with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Letter/s of allotment/ refund order(s) and interest in case of delay in dispatch

The Company shall take necessary steps within 2 working days from the deemed date of allotment for giving dmat credit.

The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application

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forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Bank account details not given;

b. Details for issue of debentures in electronic/ dematerialised form not given; PAN not mentioned in appropriate place.

c. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted.

Documentation

The issuer shall get the NCDs listed and comply with the SEBI guidelines, if any, applicable to the present issue. The issuer shall ensure that all the consents and resolution required to issue the Debentures are in place prior to the issue.

Who Can Apply

The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorised to invest in Debentures;

8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Any investor(s) authorized to invest in the private placement.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue. Hosting of Disclosure Document should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility before making any investment.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws made by other than for scheduled Commercial Banks (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

Applications under Power of Attorney

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to the Issue after submission of the Application Form to the

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bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

PAN/GIR Number

All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Nomination Facility

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Disputes and Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts.

Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed/Trustee Agreement.

Trading of Debentures

The debenture shall be traded in dmat mode only and the marketable lot would be one debenture. Stock exchange may change the market lot as per its rules and regulations time to time.

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

Mode of Subscription/ How to Apply

All Application Forms, duly completed, together with cheque/ demand draft in favor of Sterlite Industries (India) Ltd. must be delivered before the closing date of the issue to the Arranger of the Issue. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Investors may also remit their subscription money by way of RTGS/NEFT/ Account Transfer for credit in the account of Sterlite Industries (India) Ltd.

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Effect of Holidays

If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

Record Date

The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date on redemption or on exercise of put/call option date.

In case the Record Date/Book Closure Date falls on Sunday/Holiday, the day prior to the said Sunday/Holiday will be considered as the record date/book closure date.

Notice Period for Exercising Put/Call Option

Notice for exercising the put/call option shall be served at least 30 days prior to the applicable date for redemption under put/call option.

Payment on exercise of Put / Call Option

The right to exercise put or call option shall be as per the terms of the NCD issue. In case of Put option, the Debenture holder shall have the right to —Put the NCD’s i.e. get them redeemed on completion of the number of years / months as specified in the terms of the NCD issue from the deemed date of allotment. For availing of this facility, the Debenture holder shall forward the request in writing to the Company not less than 30 days (both dates exclusive) prior to the due date for redemption. In case of call option, Company shall have the right to —Call the entire/part amount of NCD’s on completion of the number of years/months as specified in the terms of the NCD issue for each series from the deemed date of allotment. The Company can exercise the call option by issuing notice to the debenture and/or by notifying its intention to do so through a public notice at least in one all India English and in one all India Hindi daily newspapers at least 30 days prior to the due date. In case, Company exercises the —Call option or the investor exercises the put option, the interest in relation to such NCDs shall cease from the put/call date.

Notices

The notices required to be given by the Company to the Debenture holder(s) or the Trustees shall be deemed to have been given if sent by registered post/ reputed courier to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s)/ Debenture trustee shall be sent by registered post, or by hand delivery to company or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices / correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post, or by hand delivery to the Registrar, or to such persons at such address as may be notified by the Company from time to time. If any such communication by the Debenture Holder(s) is bound to be received within a stipulated timeline, the onus of compliance with such timeline shall be on the Debenture Holder(s).

Rights of Debenture holders

The rights of the Debenture holder shall be as per the Debenture trust deed.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.

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Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Company for the debentures in accordance with Section 117C of the Companies Act, 1956.

That The Permission/ Consent from the Prior Creditor for a Second or Pari Passu Charge Being Created In Favour Of the Trustees to the Proposed Issue Has Been Obtained

The assets proposed to be offered as security to the debenture holders is free from any prior charge/encumbrances except as already charged / mortgaged to the existing secured lenders. Permission, if any required to be obtained, shall be obtained before creation of security.

B. ISSUE DETAILS

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Security Name	9.17% Sterlite Industries, July 2023
Issuer	Sterlite Industries (India) Limited
Type of Instrument	Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Debenture (SRNCD)
Nature of Instrument	Secured
Seniority	Senior
Mode of Issue	Private Placement
Eligible Investors	The following categories of investors, specifically approached, are eligible to apply for this private placement of Debentures.
	1. Scheduled Commercial Banks;
	2. Financial Institutions;
	3. Insurance Companies;
	4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);
	5. Regional Rural Banks;
	6. Mutual Funds;
	7. Companies, Bodies Corporate authorised to invest in Debentures;
	8. Trusts, Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.
	9. Any other investor(s) authorized to invest in the private placement.
Listing	On Bombay Stock Exchange. Listing application shall be filed with the stock exchange within 15 days from the date of allotment. In case of delay in listing beyond 20 days from the deemed date of allotment, the company will penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing.
Rating of the Instrument	“CRISIL AA+/Stable” by CRISIL and “IND AA+(EXP)” by India Ratings
Issue Size	Rs. 750 Crores (Rupees Seven Hundred Fifty Crores only)
Option to retain oversubscription	NIL
Objects of the Issue	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Details of the utilisation of the Proceeds	The Proceeds of the Issue will be utilized by the Issuer for normal capex, Long term working capital requirements and general corporate purpose. Issue proceeds will not be used for acquisition of Land or for investing in Capital Markets.
Coupon Rate	9.17% p.a.
Step Up/ Step Down Coupon Rate	N.A.
Coupon Payment Frequency	Annual
Coupon Payment Dates	04th July every year till maturity, if call/put option is not exercised, otherwise up to the call/put option date.
Coupon Type	Fixed
Coupon Reset Process	None

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Day Count Basis	Actual/Actual Basis Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be.
Interest on application money	At the coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / demand draft(s) up to one day prior to the Deemed Date of Allotment.
Default Interest Rate	In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the Coupon Rate will be payable by the company for the defaulting period.
Tenor	10 Years from the Deemed Date of Allotment
Redemption Date	04th July 2023
Redemption Premium / Discount	NIL
Issue Price	Rs.10,00,000 per Debenture
Discount at which security is issued and the effective yield as a result of such discount	N.A., as the security is being issued at par
Put Option Date	04 July 2018
Put Option Price	At the face value i.e. Rs.10,00,000 per Debenture
Call Option Date	04 July 2018
Call Option Price	At the face value i.e. Rs.10,00,000 per Debenture
Put Notification Time	30 days prior to the applicable Put Date
Call Notification Time	30 days prior to the applicable Call date
Face Value	Rs.10,00,000 per Debenture
Minimum Application	1 Debenture of Rs.10,00,000 each and in multiple of 1 thereafter
Issue Timing#:
1.      Issue Opening Date	04th July 2013
2.      Issue Closing Date	04th July 2013
3.      Pay – in – Date	04th July 2013
4.      Deemed Date of  Allotment	04th July 2013
Mode of issuance	Only in Dematerialized form
Mode of Trading	Only in Dematerialized form
Settlement	Payment of interest and principal will be made by way of Cheque / DD / Electronic mode.
Depository	NSDL / CDSL
Business Day Convention	If any of the interest payment or principal repayment dates is a Saturday, Sunday, a holiday or unscheduled non-business day in Mumbai, interest will be payable on the next succeeding business day in Mumbai and shall be the interest / principal payment date. Such payment on the next working day would not constitute non-payment on due date and no additional payment will be made for such day(s).

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Record Date	15 Days prior to each Coupon Payment / Put Option Date / Call Option Date / Redemption Date.
Security	Security cover of 1.25 times, on the face value of outstanding debentures, by way of charge on the assets of the company and/or assets of Subsidiary / Associate company at all times during the currency of the debenture.
Security Creation	Within 180 days from the deemed date of allotment. In case of delay in execution of Trust Deed and Charge documents, beyond 180 days or such extended period as may be agreed by the Debenture Trustee / Debentureholders, the Company will refund the subscription with agreed rate of interest or will pay penal interest beyond the allowed security creation period @ 0.10% p.a. over the coupon rate till the earlier of (i) the next 180 days or (ii) till these conditions are complied with; and @ 2% p.a. over the coupon rate beyond the additional 180 days till these conditions are complied with at the option of the investors.
Future Borrowings	As long as the Company maintains the stipulated security cover on the NCD, the Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also issue Debentures / Notes / other securities in any manner and to change its capital structure without the consent of Debenture holders/Debenture Trustee. Further, the Issuer Company / Security Provider Company shall not be required to obtain debenture holders/ debenture trustee consent for creating pari passu charge on the assets given as a security for further borrowings till the time stipulated security cover/Asset cover is maintained.
Impact of Proposed Group Consolidation Scheme	Vedanta Group has announced its Group Consolidation Scheme, under which, among others, Sterlite Industries (India) Limited will merge into Sesa Goa and also Sterlite Energy Limited and Aluminium business of Vedanta Aluminium Limited will merge into Sesa Goa. Sesa Goa, after the completion of the scheme, shall be renamed as Sesa Sterlite. The Honourable High Court of Bombay at Goa by its order dated April 3, 2013 has approved this scheme. The Scheme is also subject to approval of the Honourable High Court of Madras wherein the hearings have completed and the order is awaited. The NCDs issued/to be issued by the company under the present document, shall, on the completion of the Group Consolidation Scheme, become the NCDs issued by Sesa Sterlite. No approval in any form shall be required from the Debentureholders /Debenture Trustee in relation to this Scheme. Further, the security for the debentures is proposed to be created on the assets of subsidiary / Associate Company of Sterlite Industries (India) Limited. As a part of the Scheme, SEL, subsidiary company and Aluminium business division of VAL, Associate company, are also proposed to be merged into Sesa Sterlite along with Sterlite. Thus, the assets of SEL / VAL aluminium business division shall become the assets of the Issuer itself. At any point of time, the Issuer / Security Provider Company shall not be required to obtain any consent or approval from the Debentureholders/ Debenture Trustee in relation to any scheme of merger, demerger,

48

	consolidation, reconstruction or any other scheme by whatever name it may be called, as long as the stipulated security cover of 1.25 times on the outstanding amount of Debentures is maintained.
Transaction Documents	(a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar. (b) Letter appointing Axis Trustee Services Ltd. as Trustees to the Debenture Holders.
Conditions Precedent to Disbursement	(i)     Credit Rating of “CRISIL AA+/Stable” by CRISIL and “IND AA+ (EXP)” by India  Ratings (ii)    In-principal listing approval from the stock exchange (iii)   Consent Letter from the Debenture Trustee
Conditions Subsequent to Disbursement	(i)     Listing of the Debentures on the Stock Exchange (ii)    Security Creation for the Debentures as per the terms of this Disclosure Document,  including execution of the Trust Deed, as may be necessary
Event of Defaults	(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures; (ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees. In case, the above events of default happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) above become due, it will necessitate repayment before stated maturity.
Provisions related to Cross Default	N.A.
Debenture Trustee	Axis Trustee Services Ltd.
Role and Responsibilities of Debenture Trustee	The Company has appointed Axis Trustee Services Ltd. registered with SEBI, as Debenture Trustees for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).
Governing Law and Jurisdiction	The Debentures shall be construed to be governed in accordance with Indian Laws. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions of this Disclosure Document

49

and Terms and Conditions of the Debenture Trust Deed/Trustee Agreement.

# The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the issuer will intimate the investors about the revised issue programme.

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012.

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed by Mr. P Ramnath, CEO and Mr. C Prabhakaran, Associate Vice President of the Company, pursuant to the authority granted by the Board of Directors of the Company in their meeting held on 29^th April 2013.

For Sterlite Industries (India) Limited
/S/ P. Ramnath	/s/ C. Prabhakaran
Authorised Signatories
Date: 3rd July 2013
Place: Mumbai

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EX-4.27

Exhibit 4.27

COMMON RUPEE LOAN AGREEMENT

AMONG

SESA STERLITE LIMITED

(AS BORROWER)

AND

THE BANKS AND FINANCIAL INSTITUTIONS

SET FORTH IN PART A SCHEDULE I

(AS RUPEE LENDERS)

AND

AXIS BANK LIMITED

(AS LENDERS’ AGENT)

AND

AXIS TRUSTEE SERVICES LIMITED

(AS SECURITY TRUSTEE)

DATED THIS 27^th DAY OF December, 2013

AT New Delhi

CLASIS LAW

1202B, One Indiabulls Centre,

Tower 2B, Floor 12B,

841 Senapati Bapat Marg

Elphinstone Road,

Mumbai – 400 013

INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

Certificate No.	:	IN-DL02453137165522L
Certificate Issued Date	:	27-Dec-2013 11:59 AM
Account Reference	:	IMPACC (IV)/ dl716803/ DELHI/ DL-DLH
Unique Doc. Reference	:	SUBIN-DLDL71680302668074759637L
Purchased by	:	SESA STERLITE LIMITED
Description of Document	:	Article 5 General Agreement
Property Description	:	NA
Consideration Price (Rs.)	:	0
		(Zero)
First Party	:	SESA STERLITE LIMITED
Second Party	:	AXIS BANK LTD
Stamp Duty Paid By	:	SESA STERLITE LIMITED
Stamp Duty Amount(Rs.)	:	100
		(One Hundred only)

Please write or type below this line

This Non-Judicial Stamp Paper Forms

an Integral Part of the Common

Rupee Loan Agreement

Executed by Sesa Sterlite Ltd, Axis Bank Ltd,

Axis Trustee Services Ltd

on 27/12/2013

INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

Certificate No.	:	IN-DL02452189927111L
Certificate Issued Date	:	27-Dec-2013 11:58 AM
Account Reference	:	IMPACC (IV)/ dl716803/ DELHI/ DL-DLH
Unique Doc. Reference	:	SUBIN-DLDL71680302666221436081L
Purchased by	:	SESA STERLITE LIMITED
Description of Document	:	Article 5 General Agreement
Property Description	:	NA
Consideration Price (Rs.)	:	0 (Zero)
First Party	:	SESA STERLITE LIMITED
Second Party	:	AXIS BANK LTD
Stamp Duty Paid By	:	SESA STERLITE LIMITED
Stamp Duty Amount(Rs.)	:	100 (One Hundred only)

Please write or type below this line

This Non-Judicial Stamp Paper Forms

an Integral Part of the Common

Rupee Loan Agreement

Executed by Sesa Sterlite Ltd, Axis Bank Ltd,

Axis Trustee Services Ltd

on 27/12/2013

[One Thousand Rupee Stamp]

This non-judicial stamp paper forms an integral part of the Common Rupee loan agreement Executed by Sesa Sterlite Ltd, Axis Bank Ltd, Axis Trustee Services Ltd on 30/12/2013.

COMMON RUPEE LOAN AGREEMENT

THIS COMMON RUPEE LOAN AGREEMENT is made at New Delhi as of this 27^th day of December, Two Thousand and Thirteen (this “Agreement”) amongst;

SESA STERLITE LIMITED, a company registered under the Companies Act, 1956 (1 of 1956), having its Corporate Identity Number (CIN) as L13209GA1965PLC000044 and having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panjim-403001 in the State of Goa, India (hereinafter referred to as the “Borrower” or “SSL” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the FIRST PART;

AND

THE BANKS AND FINANCIAL INSTITUTIONS, more particularly set out in Part A Schedule I hereto (hereinafter individually referred to as the “Rupee Lender” and collectively as the “Rupee Lenders”, as the context may require, which expression shall include all or any one or more of them as the context may require or admit), of the SECOND PART;

AND

AXIS BANK LIMITED, having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden, Ellisbridge, Ahmedabad 380 006, in the State Gujarat, India and its Central Office at, Axis House, Wadia International Center. Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in the State of Maharashtra, India (hereinafter referred to as the ‘‘Lenders’ Agent”, wherever applicable, which expression shall, unless it be repugnant to the subject or context thereof, include its successors, assigns, substitutes and replacements) as confirming party in its capacity as the Lenders’ Agent of the THIRD PART

AND

AXIS TRUSTEE SERVICES LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in the State of Maharashtra, India and having Corporate Office at 2nd Floor – E, Axis House, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in the State of Maharashtra, India (hereinafter referred to as the “ATSL” or “Security Trustee”, wherever applicable, which expression shall, unless it be repugnant to the subject or context thereof, include its successors, assigns, substitutes and replacements) as confirming party in its capacity as the Security Trustee of the FOURTH PART.

(Each of the parties mentioned above, are hereinafter collectively referred to as the “Parties” and individually as “Party”).

WHEREAS.

A. The Borrower has approached the Rupee Lenders for a term loan of Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) (“Rupee Loans”) for financing of capex incurred towards the Aluminium and Power Project including for takeout of Commercial Papers and/or Short Term Loans and/or creditors of the Aluminium and Power Project and/or capex payments. Accordingly, the Rupee Lenders have, upon the request of the Borrower, agreed to provide the Rupee Loans to the Borrower on the terms and conditions of this Agreement.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following meanings are applicable:

“Act” shall mean the Companies Act. 1956 (1 of 1956) as may be amended from time to time.

“Agreement” shall mean this Common Rupee Loan Agreement for grant of the Rupee Loans read in conjunction with the Sanction Letter

“Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, Government approvals, clearance, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation, policy or administration having the force of law of any of the foregoing, by any Government Authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter.

“Aluminium and Power Project” shall mean the manufacturing facilities comprising of (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh. Orissa; (ii) aluminium smelter having output of 1 6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa and (iii) 2400 MW (4X600 MW) thermal power project at Jharsuguda, Orissa

“Availability Period” shall mean the period commencing from the date of Sanction Letter and ending on the last Business Day of the sixth month thereafter unless otherwise extended by the Rupee Lenders at their absolute discretion on such terms and conditions as they may deem appropriate.

“Auditor” shall mean the statutory auditors of the Borrower appointed from year to year in accordance with the Act.

“Base Rate” shall mean the rate of interest fixed and notified as base rate by each Rupee Lender from time to time. The present Base Rate of the Rupee Lender shall be as specified in Schedule III of this Agreement.

“Business Day” shall mean a day on which banks are open for business at Mumbai

“Cairn India Ltd” shall mean a company incorporated under the Companies Act, 1956 having CIN L11101MH2006PLC 163934 and registered office at 101, West View, Veer Sawarkar Marg Prabhadevi, Mumbai- 400 025 in the State of Maharashtra, India

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“Chartered Accountant” shall mean a practicing chartered accountant or a firm of chartered accountants practicing in India and acceptable to the Rupee Lenders.

“Commercial Papers” shall mean unsecured money market instrument issued in the form of a promissory note.

“Credit Rating” shall mean the latest credit rating of the Borrower or its long debt instrument(s) and long term credit facilities, as provided by any accredited credit rating agency as approved by RBI. The present Credit Rating of the Borrower on the date of Sanction Letter is AA+.

“Default” shall mean any event, circumstances, act, omission or condition which is or which amounts to non-compliance of any of the obligations of the Borrower under this Agreement or any other Finance Document and which with notice, lapse of time, or both, or the fulfillment of any other requirement provided for in this Agreement or any other Finance Document would become an Event of Default.

“Disbursement” shall mean such amounts of the Rupee Loans as the Rupee Lenders may make available to the Borrower under this Agreement. The terms ‘Disburse’ and ‘Disbursed’ shall be construed to mean accordingly.

“Disclosed Encumbrances” shall mean the charges created by the Borrower over the Fixed Assets and more particularly set out in Schedule VII hereto.

“Due Date” shall mean;

a. for payment of any principal installment, the date on which that installment falls due in accordance with the Repayment Schedule;

b. for payment of interest, further interest, additional interest, liquidated damages; the Interest Payment Date(s); and

c. any other amount payable under this Agreement; date on which such amounts falls due in terms of this Agreement

“Effective Date” shall mean the date of execution of this Agreement by all the Parties.

“Events of Default” shall mean any of the events or circumstances specified in Clause 16.1 of this Agreement

“Existing Lenders” shall mean the lenders who have provided term loans to the Borrower and are having pari passu charge on the Fixed Assets and more particularly detailed in Schedule VI hereto.

“Fee Letter” means any letter or letters referring to this Agreement or the Rupee Loans between one or more Secured Parties and the Borrower setting out any of the fees.

“Finance Documents” means

(i) this Agreement;

(ii) Security Trustee Agreement;

(iii) Security Documents;

(iv) Any Fee Letter, and

(v) Other documents executed/to be executed by the Borrower in respect of the Rupee Loan.

“Fiscal Year” shall mean the accounting period commencing from April 01 of each year till March 31 of next year

“Fixed Assets” shall mean ail the movable and immoveable fixed assets of the Borrower pertaining to the to aluminium manufacturing facilities comprising of (i) alumina refinery having output of I MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa, (ii) aluminium smelter having output of 1 6 MTPA along with a 1.215 (9x135) MW CPP at Jharsuguda, Orissa

“Fixed Asset Coverage Ratio” shall mean the ratio of net book value of the Fixed Assets (including capitalized and work in progress) to the total secured debt on Fixed Assets

“GAAP” shall mean the generally accepted accounting principles as in effect from time to time in India

3

“Government” shall mean to include Government of India (GoI) and/or the Government of Orissa.

“Government Authority” shall mean any governmental department, local authority (such as a corporation, municipality, panchayat) commission, board, bureau, agency, regulatory authority, instrumentality, court or other judicial or administrative body, central, state, provincial or local having jurisdiction over the matter or matters in question.

“Hindustan Zinc Ltd” shall mean a company incorporated under the Companies Act, 1956 having CIN L27204RJ1966PLC001208 and registered office at Yashad Bhavan, Yashadghar, Udaipur- 313 004, in the State of Rajasthan, India.

“Inter Creditor Agreement” shall mean the agreement entered/to be entered into amongst the Rupee Lenders, Lenders’ Agent and the Security Trustee.

“Initial Disbursement” means the first Disbursement to be made by the Rupee Lenders under this Agreement for the respective Tranche Loans.

“Initial Disbursement Date” shall mean the date of Initial Disbursement for the respective Tranche Loans.

“Interest Payment Date” shall mean at any relevant time, and in relation to the Rupee Loan, the last day of each month, when interest is payable in arrears at the Interest Rate on the outstanding principal amount of the Rupee Loan by the Borrower in terms hereof.

“Interest Rate” means the rate at which the Rupee Lenders shall compute and apply interest on the respective Tranche Loans of the Rupee Loans, as stated in the Schedule III.

“Lenders’ Legal Counsel” shall mean Clasis Law who have been selected as the Lenders Legal Counsel by the Rupee Lenders and appointed by the Borrower

“Management Control” shall (including with correlative meaning, the terms “controlled by”), as applied to any Person, means the power or right to, directly or indirectly: (i) direct or cause the direction of the management of that Person; (ii) direct or cause the direction of the policy decisions exercisable by that Person, or (iii) nominate for appointment the majority of the directors on the board of directors of that Person, by virtue of ownership of voting securities or management rights or contract or in any other manner

“Memorandum and Articles” shall mean collectively the Memorandum of Association and Articles of Association of the Borrower

“Person” shall mean an individual, corporation, partnership, joint venture, trust, unincorporated organisation, government, sovereign state or any agency, authority or political subdivision thereof, international organisation, agency or authority (in each case, whether or not having separate legal personality) or any two or more of the foregoing.

“Repayment Dates” shall mean collectively the Tranche I Loan Repayment Date, Tranche II Loan Repayment Date and Tranche III Loan Repayment Date and Repayment Date shall be construed accordingly

“Repayment Schedule” shall mean the schedule of repayment of the Rupee Loans set forth in Schedule II hereto as may be modified from time to time

“RPS Assets” shall include movable fixed assets and immovable properties of (i) alumina refinery having output of I MTPA (“Refinery”) along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa (“Power Plant”); and (ii) aluminium smelter having output of 1.6 MTPA along with a 1.215 (9x135) MW CPP at Jharsuguda, Orissa (“Smelter”)

“Rupee Lenders” shall mean the lenders whose named are set out in Part A of the Schedule I hereto and shall mean to include their successors, novatees, transferees and assigns as the context may admit or require.

“Rupee Loan(s)” shall mean all or any of Tranche I Loan Tranche II Loan and Tranche III Loan more particularly described in the Part B of the Schedule I granted by the Rupee Lenders in the

4

terms of this Agreement and shall include all the dues payable by the Borrower to the Secured Parties under this Agreement.

“Sanction Letter” shall mean the sanction letter number AXISB/CO/RMG/GV/2013-14/19580 dated December 20, 2013 issued by Axis Bank Limited as the Rupee Lender or such other sanction letters issued by the other Rupee Lenders and accepted by the Borrower, as may be amended from time to time.

“Secured Parties” shall mean the Rupee Lenders, Lender’s Agent and the Security Trustee (and “Secured Party” shall mean any one of them).

“Security” shall mean any mortgage in any form, hypothecation, charge, pledge, assignment, lien of any kind, and any interest including any preferential arrangement required to be created by the Borrower in favour of the Security Trustee for the benefit of the Rupee Lenders as required under Clause 9 of this Agreement.

“Security Documents” shall mean all the documents executed, delivered or deposited by the Borrower for creating a Security Interest in favour of the Rupee Lenders/Security Trustee as security for the Rupee Loans agreed to be provided under Finance Documents and includes documents executed for perfecting and maintaining the Security

“Security Interest” shall mean any mortgage, pledge, lien, hypothecation, charge, assignment, deposit or other interest in the nature of security, deed of trust or other encumbrance of any kind, and any other type of preferential arrangement (including without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof), creating security or having the effect of conferring security of, in or over the assets, any designation of loss payees or beneficiaries or any similar arrangement under any insurance contract.

“Security Trustee” shall mean any bank/ financial institution or any other company which is authorised under the Applicable Law to exercise corporate trust powers, to be appointed as such by the Borrower under the Security Trustee Agreement and shall include its successors and substitute appointees

“Security Trustee Agreement” shall mean the agreement entered/ to be entered among the Rupee Lenders, the Security Trustee and the Borrower with respect to appointment of the Security Trustee, terms and conditions thereof and other matters connected therewith, as may be amended or supplemented from time to time.

“Short Term Loans” shall mean the loans availed by the Borrower to meet the capital expenditure for the Aluminium and Power Project.

“Spread” shall have meaning assigned to it under Schedule III of this Agreement.

“SSL Agricultural Land” shall mean all the present and future agricultural land acquired / to be acquired by the Borrower and forming part of the Fixed Assets.

“SSL Leased Land” shall mean all the present and future leased land in the books of the Borrower and forming part of the Fixed Assets.

“Taxes” shall mean any present or future tax, levy, impost, duty, stamp tax, charge, fee, deduction or withholding in the nature of tax wherever imposed, levied, collected, withheld or assessed by any Government Authority pursuant to the Applicable Law

“Total Debt Gearing” shall mean the ratio of Total Term Liabilities to Tangible Net Worth

“Tangible Net Worth” or “TNW” shall mean the aggregate of

(i) the amount paid up on the share capital of the Borrower, and

(ii) the amount standing to the credit of the reserves of the Borrower (including without limitation any share premium account, general reserve account, any credit balance on the accumulated profit and loss account and any other free reserve account) excluding revaluation reserves:

5

after deducting there from (A) any debit balance on the profit and loss account of the Borrower (except to the extent that deduction with respect to that debit balance has already been made), and (B) amounts attributable to goodwill

“Total Term Liabilities” shall mean the aggregate of secured and unsecured long term borrowings of the Borrower with maturity of more than one year.

“Tranche Loans” shall mean collectively Tranche I Loan or Tranche II Loan or Tranche III Loan.

“Tranche I Loan” shall mean an amount of Rs.600,00,00,000 (Rupees Six Hundred Crores only) being the part of the Rupee Loans to be Disbursed as first tranche.

“Tranche II Loan” shall mean an amount of Rs.700,00,00,000 (Rupees Seven Hundred Crores only) being the part of the Rupee Loans to be Disbursed as second tranche.

“Tranche III Loan” shall mean an amount of Rs. 700,00,00,000 (Rupees Seven Hundred Crores only) being the part of the Rupee Loans to be Disbursed as third tranche.

“Tranche I Loan Repayment Date” shall mean the date falling immediately after the expiry of 3 (three) years from the Initial Disbursement Date of Tranche I Loan.

“Tranche II Loan Repayment Date” shall mean the date falling immediately after the expiry of 4 (four) years from the Initial Disbursement Date of Tranche II Loan.

“Tranche III Loan Repayment Date” shall mean the date falling immediately after the expiry of 5 (five) years from the Initial Disbursement Date of Tranche III Loan.

1.2. In this Agreement unless the context otherwise requires:

a) Singular shall include plural and the masculine gender shall include the feminine and neutral gender

b) The expressions “Borrower(s)” and the “Rupee Lenders”, unless repugnant to the context, shall include their respective legal heirs, representatives, successors, executors, administrators and assigns.

c) All or any other conditions as specified in the Sanction Letter shall form an integral part of this Agreement and the sanction letter shall always be read in conjunction with this Agreement at all times.

d) In case of any inconsistency between the terms of the Sanction Letter and that of this Agreement, the provisions of this Agreement shall to the extent of such inconsistency prevail over the provisions of the Sanction Letter.

e) in the event of any disagreement between the Borrower and the Lenders’ Agent or the Rupee Lenders regarding materiality, the Rupee Lenders shall, pursuant to discussions with the Borrower, be entitled at their sole discretion, to determine the materiality

2. RUPEE LENDERS’ AGREEMENT TO LEND AND BORROWER’S AGREEMENT TO BORROW

2.1. The Borrower agrees to borrow from each of the Rupee Lenders and each of the Rupee Lenders agree to lend to the Borrower term loans, on the terms and conditions contained herein, the sums to the maximum extent set out against their respective names in Part B of Schedule I as Tranche I Loan. Tranche II Loan and Tranche III Loan aggregating up to Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) to finance for the purpose mentioned in Clause 2.2 below. The said sums are hereinafter collectively referred to as the Rupee Loan’ or ‘Rupee Loans’ as the context admits.

2.2. Purpose

The amounts borrowed by the Borrower hereunder shall be applied in or towards the for financing of capex incurred towards the Aluminium and Power Project including for takeout of Commercial Papers and/or Short Term Loans and/or creditors of the project and/or Capex payments.

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2.3. Availability Period

Unless the Rupee Lenders otherwise agree which shall be subject to such terms and conditions as may be decided by the Rupee Lenders, the Disbursements shall be made only during the Availability Period. Any amount not Disbursed during the Availability Period, unless otherwise agreed by the Rupee Lenders, shall stand automatically cancelled. Notwithstanding the above, any part of the Rupee Loans undrawn at the end of 30^th March 2014 may be cancelled by the Rupee Lenders by giving written communication of the same in writing to the Borrower.

3. EFFECTIVENESS

This Agreement shall become effective and binding on the Effective Date and shall remain in full force until all monies due and payable to the Rupee Lenders under this Agreement are fully paid off.

4. FEES, CHARGES, COSTS AND CLAIMS

4.1. The Borrower shall pay to the Rupee Lenders an up-front fee as mutually agreed between the Borrower and the Rupee Lender as per the Fee Letter on or before the date of execution of this Agreement. The upfront fees shall be one time non-refundable and non-adjustable.

4.2. The Rupee Lenders shall be entitled to debit all other amounts due and payable by the Borrower under this Agreement (including but not limited to interest tax, fees, stamp duty, processing fee, costs, service/prepayment and other charges, including on account of execution and stamping of this Agreement and any other documentation or security creation pursuant to this Agreement, claims and expenses including expenses which may be incurred by the Rupee Lenders in the enforcement or attempted enforcement of Security created in favour of the Rupee Lenders) to the Borrower’s Rupee Loan account, unless separately reimbursed to the Rupee Lenders by the Borrower.

5. DISBURSEMENT

5.1. The Rupee Lenders shall, unless otherwise agreed between the Borrower and the Rupee Lenders, Disburse any Tranche Loans of the Rupee Loan in lump sum or in suitable installments as may be requested by the Borrower within the Availability Period.

5.2. The Rupee Lenders may, having Disbursed any amount, Disburse any further amount only upon being satisfied that no Default or Event of Default has occurred or is continuing and subject to the other terms and conditions of this Agreement.

6. INTEREST AND RUPEE LOAN ACCOUNT

6.1. The Borrower agrees to pay interest on the Rupee Loans as per the Schedule III to this Agreement and the Interest Rate shall be calculated at the rates more particularly described in the Schedule III hereto.

6.2 Interest on the Rupee Loan’s shall be computed and debited to the Rupee Loan account –

(i) At the intervals as stated in the Schedule III;

(ii) Taking the basis of 365 days a year including a leap year;

(iii) At Interest Rate more particularly described in the Schedule III herein, subject to Clause 6.5, 6.6 and 15 (p), or as may be applicable from time to time.

6.3. Interest Tax and other taxes/levies as may be applicable from time to time on the Rupee Loan shall be borne solely by the Borrower

6.4. All amounts in default for payment (i.e. not paid by the Borrower when due to the Rupee Lenders), costs, charges and expenses debited to the Rupee Loan account shall attract additional interest without there being any need to assign a reason and interest and penal charges shall thereafter accrue at such rate(s) as mentioned below

6.5. The Borrower agrees to pay liquidated damages at the rate of 1.00% (one percent) per annum, over and above the interest Rate (plus interest tax, service tax. etc if applicable), on the outstanding amount of the Rupee Loans, if the Security, as stipulated in Clause 9, is not perfected within the time period stipulated herein or such extended time as may be agreed by the Rupee Lenders, Such liquidated damages shall be charged only in case the

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Borrower fails to perfect the Security within 180 (one hundred and eighty) days from the date of Initial Disbursement or such extended time as may be agreed by the Rupee Lenders, and such interest will be charged from the first day after the stipulated time for security creation and perfection has lapsed, till the Security is created and perfected to the satisfaction of the Rupee Lenders and the same shall be paid, on the outstanding amounts of the Rupee Loans, on the Interest Payment Dates.

6.6. The Borrower agrees to pay liquidated damages at the rate of 2.00 (two) percent per annum, and above the Interest Rate (plus interest tax, service tax, etc. if applicable), on the outstanding amount, in the event of failure on the part of the Borrower (i) to pay interest on the Interest Payment Date and; (ii) to pay principal installments on the Due Date and such interest will be charged for the period of non-compliance and shall be paid on the outstanding amounts, on the Due Date.

7. REPAYMENT

The Borrower undertakes to repay the principal amount of the Rupee Loans to the Rupee Lenders on the Repayment Date.

8. PREMATURE PREPAYMENT

a) The Borrower may prepay the Rupee Loans on any date to the Rupee Lenders in part or full, together with all interest and other charges and monies due and payable to the Rupee Lenders up to the date of such prepayment by making payment of the prepayment premium of 0.25% (zero decimal two five) on the pre-paid amount of the Rupee Loans. Any amount prepaid will be applied to the repayment installment in the inverse order of their maturity and on pro-rata basis to all the Rupee Lenders.

b) Provided that the Borrower may prepay the Rupee Loans without paying any prepayment premium if:

(i) such prepayment is at the instance of the Rupee Lenders;

(ii) The Borrower makes the prepayment from the surplus cash accruals on the anniversary date(s) from the date of Initial Disbursement;

(iii) on every anniversary date(s) from the date of Initial Disbursement, the Borrower makes the prepayment by way of refinancing and has given a notice of not less than thirty (30) days to the Rupee Lenders;

(iv) Interest Rate of any Rupee Lender is higher than the effective rate of interest of Axis, the Borrower may prepay the Rupee Loans outstanding in respect of the relevant Rupee Lender within sixty (60) days from the date on which the rate of interest of the relevant Rupee Lender becomes higher than the effective rate of interest of Axis.

9. SECURITY

The Rupee Loans together with all interests, default interests, fees, premia on prepayment, remuneration payable to the Security Trustee and Lender’s Agent, costs, liquidated damages, charges, expenses and other monies whatsoever stipulated in or payable by the Borrower in terms of the Finance Documents to the satisfaction of the Rupee Lenders, shall be secured by:-

i) a first pari passu mortgage and charge on all the immovable properties, both present and future, of the RPS Assets except SSL Agricultural Land, subject to Clause 9(ii); and

ii) a first pan passu mortgage and charge on SSL Leased Land, both present and future, within 90 (ninety days of receipt of the no-objection letter for creation of mortgage on the SSL Leased Land from the Government Authority;

iii) a first pari passu charge by way of hypothecation of all the movable fixed assets including movable plant and machinery, machinery spares, tools and accessories, fixtures, mechanical and electrical equipments, machinery and all other movable fixed assets, both present and future of the RPS Assets.

The aforesaid mortgages/ charges shall in all respects rank pari passu inter se amongst the Rupee Lenders and amongst all Existing Lenders and future lenders having charge on the Security without any preference or priority to one over the other or others

a) Provided that the Borrower shall, with respect to the Rupee Lenders, create the Security as stipulated in Clause 9 (iii) simultaneously with the execution of this Agreement and

b) Provided further that the Borrower shall procure and furnish to the Security Trustee/Rupee Lenders no-objection letters, as may be applicable, from the lenders/ security trustee in whose favour the Borrower has created first charge in respect of the RPS Assets and create and perfect the Security in Clause 9 (i) and Clause 9 (iii)

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10. FINANCIAL COVENANTS

The Borrower shall maintain the following financial covenants during the currency of Rupee Loans.

a. Fixed Asset Coverage Ratio of minimum of 1.25 times; and

b. Total Debt Gearing not exceeding 2.

The aforesaid financial covenants shall be calculated on the standalone financials of the Borrower The Borrower shall submit a certificate from a Chartered Accountant within 90 days from the end of each Fiscal Year, certifying the above. Further, so long as the Borrower is in compliance with the financial covenants as aforesaid, the Borrower shall not require any permission or no-objection letter from the Rupee Lenders for any additional borrowings and/or for creating any additional charge in respect of the Fixed Assets. Provided that the Borrower shall, prior to availing any secured debt on Fixed Assets inform the Rupee Lenders/Security Trustee in writing and provide Chartered Accountant’s certificate about maintenance of financial covenants after considering the said secured borrowing on Fixed Assets.

11. RUPEE LENDERS’S RIGHTS

The Rupee Lenders shall, in relation to the Rupee Loans:

a) have the right to receive and adjust any payment/s that it may receive as an assignee of the insurance in relation to the RPS Assets towards amounts due and/or payable by the Borrower under this Agreement; and

b) The Rupee Lenders, upon giving reasonable notice to the Borrower, have the right to enter the property, inspect books of accounts/assets and records maintained by the Borrower and to have the Borrower’s factory(s)/branches inspected by their officers and / or by Chartered Accountants, the cost whereof shall be borne by the Borrower.

12. PRE-COMMITMENT CONDITIONS

The Borrower has satisfied the Rupee Lenders that the following pre-commitment conditions have been complied with as on the date of signing of this Agreement

i The Borrower has provided (a) certified true copies of the constitutional documents of the Borrower; (b) Board resolution for accepting the sanction of Rupee Loans; and (b) evidence of the corporate power, authority and required corporate action to enter into, and signature authority of the persons executing the Finance Documents on behalf of the Borrower

ii The Borrower has adopted all the necessary resolutions including but not limited to board/ shareholders resolution for borrowings to the Rupee Lenders’ satisfaction

13. CONDITIONS PRECEDENT TO DISBURSEMENT

The obligation of the Rupee Lenders to make the Disbursement under this Agreement shall be subject to the satisfaction (in form and substance) or waiver by the Rupee Lenders of the following conditions besides the Borrower performing all its obligations and undertakings under this Agreement, and compliance by the Borrower with the conditions specified in this Agreement on of prior to the proposed Disbursement date for the Rupee Loans

a) Execution of Finance Documents

The Finance Documents, other than documents which are to be executed at a later date in terms of this Agreement in a form acceptable to the Rupee Lenders shall have been duly executed by the Borrower and the same shall be in full force and effect.

b) Security

The Borrower shall have appointed the Security Trustee and the Security shall have been created and perfected in favour of the Security Trustee within the lime period stipulated in the proviso to Clause 9 for the benefit of the Rupee Lenders under the Security Documents and shall be in full force and effect

c) Opinions/Reports on Finance Documents

The Borrower shall have obtained opinions reports of Lenders Legal Counsel on the finance Documents, compliance status report and other documents, undertakings etc. required to be entered into or obtained by the Borrower. All the costs expenses in this regard shall he borne by the Borrower

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d) Authorisations

The Borrower shall have delivered to the Lenders’ Agent copies of shareholders’ resolution under sections 293(l)(a) and 293(1)(d) of the Companies Act 1956, if applicable, and a certificate of the Auditor/Chartered Accountant/Company Secretary in respect thereof and any other documents, authorisations, opinion or assurance as specified by the Lenders’ Agent.

e) Default; Event of Defaults; Representation And Warranties

The Borrower shall certify that no Default or Event of Default has occurred during such period or, if any, Default or Event of Default shall have occurred, specifying the nature and period of existence thereof, and what action the Borrower has taken, is taking or proposes to take with respect thereto and the representations and warranties made or deemed to be made pursuant to Clause 15 herein or under other Finance Documents shall be true and correct both before and immediately after the proposed Disbursement is made.

f) Annual Audited Financial Statements

The Borrower shall have delivered to the Lenders’ Agent annual audited financial statement of the Borrower.

g) Know Your Customer

The Borrower shall have completed the compliances required under the KYC norms of the Rupee Lenders

h) Material Adverse Change

The Rupee Lenders shall have been satisfied that there has been no material adverse change in the financial condition of the Borrower.

i) Statutory Approvals

The Borrower shall have confirmed to the Lenders’ Agent that all material regulatory approvals relating to the Fixed Assets are in place.

14. CONDITIONS SUBSEQUENT TO DISBURSEMENT

a. Certificate of Chartered Accountant

The Borrower shall, within 60 days from the date of each Disbursement, submit a certificate from the Chartered Accountant on utilization of the funds.

b. No Objection Certificates

The Borrower shall have procured and submitted the necessary no objection certificates from other lenders, if applicable, within a period of 180 (one hundred and eighty) days from the date of Initial Disbursement or within such time period as may be extended by the Rupee Lenders

15. BORROWER’S REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS

With a view to induce the Rupee Lenders to grant the Rupee Loans to the Borrower, the Borrower hereby represents/warrants/covenants/undertakes with the Rupee Lenders that it-

a) has been duly formed and has the power to carry on its business as it is now being carried on and to own its property and assets and has the power to borrow the Rupee Loans and the authorised signatories have the authority to execute the Rupee Loan documentation on behalf of the Borrower

b) shall furnish to the Rupee Lenders all such information, statements, particulars, estimates and reports etc. as the Rupee Lenders may require from time to time as to the compliance with the terms of this Agreement and Applicable Law.

c) shall not enter into any scheme of merger, amalgamation, compromise or reconstruction, without the prior written permission of the Rupee Lenders except scheme(s) by whatever name called, which are within the Vedanta Group or except such schemes by virtue of which Management Control of the business does not move out of the Vedanta Group.

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d) shall not make any amendments in the Borrower’s Memorandum and Articles which may have any material adverse effect on the Rupee Loans without prior notice to the Lenders’ Agent;

e) shall make available to the Rupee Lenders such security in such form and substance as may be required by the Rupee Lenders as per the terms of this Agreement;

f) shall always have until all its dues hereunder are not repaid to the Rupee Lenders, a clear and marketable title to the assets and properties on which the Security Interest is to be created in favour of the Security Trustee for the benefit of the Rupee Lenders;

g) has no material pending claims, demands, litigation or proceedings against it before any court or authority (public or private) (save and except those in the normal course of business with various authorities / appellate boards and/or as disclosed in the balance sheet);

h) shall in addition to the statement/s required by the Rupee Lenders furnish such other information/documents concerning its trade, business or otherwise as the Rupee Lenders may require from time to time;

i) shall promptly inform the Rupee Lenders of any loss or damage to the property constituting the Rupee Lenders’ security due to any force majeure or Act of God;

j) shall be liable to repay the Rupee Loans, interest and all other sums due and payable under this Agreement and to observe its terms and conditions;

k) shall maintain Security in good order and habitable condition and not allow it to deteriorate or commit any act which is destructive or permanently injurious to the Security or do anything which will render the security in favour of the Rupee Lenders, insufficient;

l) shall ensure the officials of the Borrower executing this Agreement and the documents to be executed in pursuance thereof are duly and properly holding office and are fully authorised to execute the same:

m) shall utilise the Rupee Loans only for the purpose sanctioned. The Borrower shall within 60 (sixty) days from the date of each Disbursement submit an end use certificate from the Charted Accountant certifying that such Disbursed Rupee Loan has been utilized for the purpose of as set forth in Clause 2.2:

n) agrees that am accretion to the said Security(ies) (if any) and other benefits from time to time accruing in respect of the said Security(ies) or any part thereof shall also be deemed to be charged/mortgaged with the Rupee Lenders by the Borrower;

o) shall furnish the Cretin Rating from an accredited credit rating agency and shall provide the Credit Rating report to the Rupee Lenders within 90 (ninety) days from the Initial Disbursement and thereafter at annual intervals. The cost of such rating shall be borne by the Borrower:

p) agrees that the Rupee Lenders shall have a right to revise the Spread on the Base Rate during the currency of the Rupee Loans in the event the Credit Rating is downgraded by 3 (three) notches

q) shall maintain, either directly and or indirectly Management Control of Cairn India Limited and Hindustan Zinc Limited during the tenure of the Rupee Loans.

r) shall not, without the prior written permission from Rupee Lenders declare dividend, if any default is continuing in any repayment obligation of the Rupee Loans

s) Inspection

The Borrower shall permit representatives of the Rupee Lenders to visit and inspect its offices, properties and the assets of the Borrower to carry out technical financial and legal inspections at least once in 6 (six) months; to examine the Borrower’s books of records. account and documents; to make copies therefrom and to discuss the Borrower’s affairs, finances and accounts with the Borrower’s principal officers engineers and Auditor’s and by

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this provision the Borrower authorises such Auditor to discuss its affairs, finances and accounts), at all times during the currency of the Rupee Loans as such representative may desire. The cost of the inspection, travelling and all other expenses shall be payable by the Borrower to the Rupee Lenders in this behalf

t) Imposts, Costs and Charges

(i) The Borrower shall, at all times during so long as any monies remain due and outstanding to the Rupee Lenders, bear all such imposts, duties and taxes (including interest and other taxes, if any) as may be levied from time to time by the Government Authority pertaining to or in respect of the Rupee Loans.

(ii) The Borrower shall pay all other costs, charges and expenses (including costs of investigation of title, documentation, due diligence or any other cost for the protection of the Rupee Lenders’ interests including enforcement of the Security Interests and recovery of dues) in any way incurred by the Rupee Lenders/Security Trustee in connection with the making and protection of the Rupee Loans/ Security Interest and such additional stamp duty, other duties, taxes, charges and other penalties if and when Borrower is required to pay according to the laws for the time being in force in the State in which its properties are situated.

(iii) In the event the Borrower fails to pay the monies referred to in Clause (t) (i) and (ii) above the Rupee Lenders will be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse all sums paid by the Rupee Lenders in accordance with the provisions of this Agreement.

u) Reimbursement of Expenses

The Borrower shall reimburse all sums and expenses paid by the Rupee Lenders under the provisions of this Agreement (as may be mutually agreed between the Rupee Lenders and the Borrower), within 15 (fifteen) Business Days from the date of notice of demand from the Rupee Lenders. If not paid within such 15 (fifteen) Business Days, all such sums shall carry interest at the Interest Rate from the date of incurring of the expenses till the date of such reimbursement

v) Utilisation of Rupee Loans

The Rupee Loan shall not be utilised for:

(i) subscription or purchase of shares and debentures;

(ii) for extending loans to subsidiaries or associate companies or making any inter corporate deposit; and

(iii) for speculative purposes

w) Maintenance of Existence; Books and Records

The Borrower shall preserve and maintain its legal existence, and shall maintain the clearances and other rights, privileges and consents necessary for the maintenance of its existence and the conduct of its affairs. The Borrower shall maintain proper books of record in accordance with GAAP and as required under the Applicable Law as are necessary to truly, accurately and fairly reflect the financial condition and results of operations of the Borrower and copies of all documents and ail records relating to the utilization of the Disbursement out of the Rupee Loans and the operations and financial condition of the Borrower and such other statements as may be prescribed by the Rupee Lenders/RBI and such records shall be open for the examination by the Rupee Lenders ad their authorized representatives.

x) Annual Audited/unaudited Financial Statements

As soon as available and in any event within 90 (ninety) days after the end of each Fiscal Year, the Borrower shall furnish to the Rupee Lenders, provisional balance sheet and profit and. loss account and audited accounts within 6 (six) months after the end of each Fiscal Year

y) Quarterly Statements

As soon as available and in any event within 45 days after the end of each quarter, the Borrower shall submit the quarterly financial results of the Borrower for the quarter then ended

z) The Borrower shall promptly inform the Lenders’ Agent of the happening of any event likely to have a material impact of the Borrower’s profits or business

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aa) Shall pay all fees, expenses and other charges payable by it under the terms of this Agreement including the fees and costs payable to the Lenders’ Legal Counsel and other consultants or experts relating to insurance, inspection, search reports from Registrar of Companies, other incidental expenses etc.

bb) Corporate Governance

The Borrower agrees and confirms that it shall conform to all mandatory recommendations on corporate governance per the guidelines issued/to be issued by Security Exchange Board of India (SEBI) and/or any other authority and if applicable to the Borrower. The Borrower confirms that the directors/promoters of the Borrower are not related to any of the directors/senior officers of the Rupee Lenders. The Borrower agrees that in case the declaration is found to be false at any later date, the Rupee Lenders would be entitled to revoke and/or recall the Rupee Loan.

cc) The Borrower hereby declares and confirms that none of the directors or his / her relatives (as defined in RBI Master Circular – Loans and Advances-Statutory and Other Restrictions) or senior officials of the Rupee Lenders or the directors of another bank/ financial institution, holds interest in the Borrower or its subsidiary or its holding company. The Borrower agrees to duly inform the Lenders’ Agent as and when the requirement as aforesaid is breached and to act according to the advice of the Rupee Lenders in that regard.

dd) The Borrower hereby declares and confirms that to the best of its knowledge no relative of a senior officer of the Rupee Lenders or the participating Rupee Lenders under consortium, holds substantial interest or is interested as a director/guarantor in the Borrower or as subsidiaries or group companies.

ee) The Borrower hereby confirms and declares that to the best of its knowledge none of the Directors (including Chairman/ Managing Director) of the Rupee Lenders or other banks/ their subsidiaries trustee of mutual funds/ venture capital funds set up by the Rupee Lenders or their relatives, hold substantial interest or are interested as director/ guarantor in the Borrower company/ subsidiary/ holding company

ff) the Borrower agrees that Axis shall have the first right of refusal in case the Borrower enters into any derivative deals for the Rupee Loans Disbursed under this Agreement.

gg) The Borrower hereby confirms and declares that none of its Directors is a Director or specified near relative of a Director of a banking company In case the Borrower is related to a director of the Rupee Lenders, the Borrower agrees to give a declaration stating the details of the relationship.

hh) The Borrower agrees to submit a certificate from a professional, preferably by a practicing Company Secretary regarding sharing of information, as per the format stipulated by RBI

ii) The Borrower agrees to procure and furnish to the Rupee Lenders no objection letter from the Government Authority for creation of mortgage in respect of the SSL Leased Land as soon as possible from the Effective Date.

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16.1. EVENTS OF DEFAULT

Each of the following events shall constitute an Event of Default under this Agreement:

(a) Default with respect to Rupee Lenders

(i) In Payment of Principal Sums

Default by the Borrower in the payment of any installment of the principal of the Rupee Loans hereunder on the Due Date(s) and such default has continued for a period of 30 thirty days from the date of default.

(ii) In Payment of Interest

Default by the Borrower in payment of any installment of interest on the Rupee Loans on any Interest Payment Date or payment of any other monies owing under this Agreement or any other Finance Documents or Security Documents and such default has continued for a period of 30 (thirty) days.

(b) Default in Performance of Covenants and Conditions

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Default has occurred in the performance or observance of any other covenant or condition or agreement on the part of the Borrower under this Agreement or any other Finance Documents and/or the Security Documents, and such default has continued for a period of 30 (thirty) days from the date of default.

(c) Supply of Misleading Information

Any information given by the Borrower and other documents furnished by the Borrower or the representations made or warranties given/deemed to have been given by the Borrower to the Rupee Lenders is found to be misleading or incorrect in any material respect or any material information is suppressed or withheld by the Borrower and such default has continued for a period of thirty (30) days from the date of default.

(d) Misappropriation

The Rupee Loans or any part thereof are utilised for any purpose other than the purpose mentioned in Clause 2.2 hereto;

(e) Inability to pay Debts

(i) If the Borrower is unable to or admits in writing its inability to pay its debts in excess of Rs.500.00 as they mature or not paid when due/within applicable grace period or accelerated due to default; or

(ii) proceedings for taking it into winding up or liquidation have been commenced provided that no such proceedings shall constitute an Event of Default if the Borrower can establish to the satisfaction of the Rupee Lenders that such proceedings relate to a frivolous or vexatious claim which is dealt with, disposed of, discharged or otherwise withdrawn to the satisfaction of the Rupee Lenders within ninety (90) days of the date of commencement of such proceedings or such additional time as the Rupee Lenders may agree.

(f) Arrangement with Creditors

Borrower commences negotiations with any one or more of its creditors, with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors and such default has continued for a period of thirty (30) days from the date of default.

(g) Proceedings for Insolvency against the Borrower

The Borrower has voluntary become the subject of proceedings under any bankruptcy or insolvency law or the Borrower is voluntarily dissolved.

(h) Necessary Clearances and Authorisations

All or substantially all material licenses or other authorizations are revoked, terminated or suspended and the majority of the same are not restored within a period of ninety (90) days from the date of default.

(i) Expropriation Events

An event of total loss or nationalisation or expropriation of all or substantially all of the RPS Assets and such default has continued for a period of thirty (30) days from the date of default

(j) Cessation of Business

If the Borrower ceases or threatens to cease to carry on its business or gives notice of its intention to do so and such default has continued for a period of ninety (90) days from the date of default.

(k) Illegality

(i) It is or becomes unlawful for any Person to perform any of its obligations under the Finance Document or Security Document, unless such Person has been replaced by the Borrower with another Person, who can lawfully discharge such obligations under the said documents, within such time as may be stipulated by the Rupee Lenders

(ii) Any Finance Document or Security Document or any provision of any Finance Document or Security Document is required by any law or regulation having the force of law to be waived, amended, modified or abandoned

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(iii) Any obligation under any Finance Document or Security Document is not or ceases to be valid and binding obligation of any party to it or becomes void, illegal, unenforceable or is repudiated by any party to it.

(l) Change in Management Control

Any change in Management Control of the Borrower.

(m) Inadequate Security

If the Fixed Assets depreciate in value to such an extent that, in the opinion of the Rupee Lenders further security to the satisfaction of the Rupee Lenders should be given and on advising the Borrower to that effect such security has not been given to the Rupee Lenders within thirty (30) days of the advice.

(n) Appointment of Receiver or Liquidator

A receiver or liquidator of all or substantially all of the undertaking of the Borrower has been appointed in any proceeding.

(o) Attachment and Distraint on Secured Properties

If an attachment or distraint has been levied on the assets mortgaged/to be mortgaged or hypothecated or any part thereof or certificate proceedings or execution proceedings have been taken or commenced for recovery of any dues from the Borrower and such order has not been vacated within a period of thirty (30) days and/or proceedings are not withdrawn to the satisfaction of the Rupee Lenders within thirty (30) days of the date of commencement of such proceedings or such additional time as the Rupee Lenders may agree.

(p) Extra-ordinary Circumstances

If extra-ordinary circumstances have occurred which make it improbable for the Borrower to fulfill its obligations under this Agreement or any other transaction documents and such default has continued for a period of thirty (30) days from the date of default.

(q) Security in Jeopardy

If, in the opinion of the Rupee Lenders, the Security Interest of the Rupee Lenders is in jeopardy for a period of 30 (thirty) days.

16.2. Notice on the happening of an Event of Default

If any Event of Default or any event which, after the notice or lapse of time or both would constitute an event of default shall have happened, the Borrower shall forthwith give the Lenders’ Agent notice thereof in writing specifying such Event of Default, or such Default. The Borrower shall also promptly inform the Lenders’ Agent if and when any statutory notice of winding-up under the provisions of the Act or any other law or of any suit or legal process intended to be filed/initiated against the Borrower, is received by the Borrower

16.3. CONSEQUENCES OF EVENTS OF DEFAULT

1 If an Event of Default has occurred the Rupee Lenders may, without prejudice to any rights and remedies available to them under the Finance Documents and/or Applicable Laws, take one or more of the following actions if the default is not remedied and/or is continuing at the end of the notice period provided for such default.

a accelerate the payment, repayment or reimbursement, as the case may be, of the secured obligations, whereupon the Rupee Lenders may by a notice in writing to the Borrower, declare all the outstanding secured obligations to be payable forthwith;

b to suspend any withdrawal to be effected in the Rupee Loan account;

c take possession of the Security so created whether by itself or through any of the recovery agents or attorneys as may be appointed by the Rupee Lenders.

d take any other action as it may deem fit for recovery of its dues and enforcement of the Securities.

2 Further, the Security Trustee/Rupee Lenders shall be entitled to forthwith take physical possession of the assets hypothecated and/or mortgaged in favour of the Security Trustee for the benefit of the Rupee Lenders and alienate, sell, transfer the said properties either by itself or through its agents and sell or otherwise deal with the same to enforce the Rupee Lenders’ security and recover the dues

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3 The Borrower agrees and undertakes not to prevent or obstruct the Rupee Lenders from taking possession of the properties.

4. The Borrower shall pay any deficiency, forthwith to the Rupee Lenders. The Rupee Lenders shall also be entitled to adjust and a right of set-off on all monies belonging to the Borrower standing to its credit in any account whatsoever with the Rupee Lenders, towards payment of such deficiency. Nothing contained in this clause shall oblige the Rupee Lenders to sell, hire or deal with the properties and the Rupee Lenders shall be entitled to proceed against the Borrower independent of such other Security. The Borrower agrees to accept the Rupee Lenders’ accounts in respect of such sale, hire, dealing or otherwise as conclusive proof of the correctness of any sum claimed to be due from the Borrower In case of any deficit, the deficit amount shall be recovered by the Rupee Lenders from the Borrower.

17. APPOINTMENT OF THE SECURITY TRUSTEE AS THE BORROWER’S ATTORNEY

The Borrower hereby appoints the Security Trustee as its true and lawful attorney to do and execute for and in the name and on behalf of the Borrower, upon occurrence and continuance of an Event of Default, all or any of the acts, deeds and things.

18. ASSIGNMENT, NOVATION AND PARTICIPATION

(i) The Borrower hereby agrees that any Rupee Lender may at any time during the currency of the Rupee Loans, without the consent of the Borrower provide refinance, assign all or any of its rights and benefits hereunder or transfer or novate or assign, in accordance with (iii) below all or part of its rights, benefits and obligations hereunder or under the Finance Documents to which it is a party to any bank, financial institution or public financial institution (under Section 4A of the Companies Act 1956) (“New Rupee Lender”) subject to the rights of the Borrower not being prejudicially affected. Nothing herein shall prevent the assignment by any Rupee Lenders of its rights and benefits under the Finance Documents.

(ii) If any Rupee Lender provides refinance, assigns all or any of its rights, obligations and benefits hereunder and the other Finance Documents to which it is a party in accordance with sub clause (i) above, then, unless and until the assignee has agreed with the Rupee Lenders that it shall be under the same obligations towards each one of them as it would have been hereunder and the other Finance Documents as if it has been an original party hereto or thereto as a Rupee Lender, the Rupee Lenders shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been an original party thereto.

(iii) If a Rupee Lender wishes to provide refinance or to transfer or novate or assign all or any of its rights, benefits and obligations hereunder and the other Finance Documents to which it is a party then such transfer or novation or assignment shall be made by delivering to the Rupee Lenders a duly completed, stamped and executed transfer notice in the form set out in SCHEDULE IV (the “Transfer Notice”).

a) to the extent that in that Transfer Notice the relevant Rupee Lender seeks to provide refinance or to transfer or novate or assign its outstanding Rupee Loan amount due and/or its commitment, the Borrower or the relevant Rupee Lender, as the case may be shall each be released from further obligations to each other and their respective rights against each other shall be cancelled (such rights and obligations being referred to as “discharged rights and obligations”);

b) the Borrower and the New Rupee Lender shall each assume new obligations towards each other and/or acquire new rights against each other which differ from the discharged rights and obligations only in so far as the Borrower and that New Rupee Lender, as the case may be have assumed and acquired the same in place of the Borrower and such Rupee Lender as the ease may be and

c) the New Rupee Lender and the other Parties to this Agreement and as the case may be the other Finance Documents (other than the Borrower) shall acquire the same rights and assume the same obligations between themselves as regards the Borrower as they would have acquired and assumed had that New Rupee Lender been an original party to this Agreement and as the case may be, the other Finance Documents as a Rupee Lender with the rights and/or obligations acquired or assumed by it as a result of that novation (and to that extent, the original Rupee Lender and those other parties shall each be released from further obligations to each other)

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d) Upon execution of the Transfer Notice, Schedule I and Schedule III of the Common Rupee Loan Agreement shall be amended and restated as set out in the Annexures of the Transfer Notice.

e) The Borrower agrees that upon such transfer or assignment or novation, the interest rate of the New Rupee Lender shall be linked to the New Rupee Lender’s Base Rate on the date of such transfer and the Spread shall be determined accordingly.

f) The Parties agree that such transfer or assignment or novation shall be without any additional costs to the Borrower.

19. RUPEE LENDERS’S APPOINTMENT OF LENDER’S AGENT

19.1. The rights, powers and remedies available to the Rupee Lenders under Applicable Law and under these presents shall be exercised by the Rupee Lenders through any of its employees or agents and the Rupee Lenders may delegate any or all of the said powers and authorities to such employee or agent.

19.2. AUTHORISATION

The Rupee Lenders hereby appoint and authorize the Lenders’ Agent to act as its agent hereunder and under other Finance Documents with such powers as are expressly delegated by terms of this Agreement, the other Finance Documents, together with such other powers as are reasonably incidental thereto. The Rupee Lenders hereby authorizes and directs the Lenders’ Agent to execute and deliver on behalf of the Rupee Lenders all the Finance Documents and ratifies the execution and delivery of all Finance Documents or Security Documents.

19.3. RIGHTS OF LENDERS’ AGENT AS RUPEE LENDER

With respect to the Rupee Loans, the Lenders’ Agent shall have the same powers and rights under this Agreement as the Rupee Lenders and may exercise the same as though it was not acting as the Rupee Lenders’ Agent and the terms Rupee Lenders in the Finance Documents and the Security Documents shall, unless the context otherwise warrants, include the Lenders’ Agent in its individual capacity

20. INSURANCE

The Borrower shall within 90 (ninety) days from the Effective Date and thereafter at all times during the currency of the Rupee Loans, at its own cost, keep the property constituting the Security fully insured against such risks and for such amounts and for such period and forms as the Rupee Lenders may require, in the name of the Borrower and the Security Trustee as the loss payee or with the usual Bank mortgage clause, with a reputed insurance company and shall deposit a copy of the insurance policies and copy of cover notes premium receipts etc. with the Lenders Agent / Security Trustee. The Borrower shall make punctual payment of all premium and shall not do or suffer to be done any act which may invalidate such insurance. If the Borrower fails to insure or keep insured all/any of the property/assets as aforesaid, then the Rupee Lenders shall without prejudice to or affecting its rights hereunder, be at liberty (but not bound) to insure and keep the same insured and the Borrower shall on demand repay to the Rupee Lenders all amounts spent or incurred by the Rupee Lenders in doing so, with interest at the rate applicable for the Rupee Loan as aforesaid

21. TAXES

21.1. Taxes and Net Payments

All payments to be made by the Borrower to the Rupee Lenders hereunder shall be made free and clear of and without deduction for or on account of taxes, unless the Borrower is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that after the making of the required deduction, such Rupee Lenders receives and retains (free from any liability in respect of any such deduction) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made, except if the deduction or withholding was made in respect of any Taxes calculated with reference to the income received by any Rupee Lenders, provided that the Borrower delivers to the Rupee Lenders tax withholding or tax deduction certificates in respect of such withholding or deduction

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21.2. Tax Indemnity

Without prejudice to the provisions of Clause 21.1, if the Rupee Lenders or the Lenders’ Agent on such Rupee Lenders’ behalf is required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid) or otherwise on or in relation to any sum received or receivable hereunder by the Rupee Lenders or the Lenders’ Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 21 hereof) or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Rupee Lenders or the Lenders’ Agent on its behalf, the Borrower shall, upon demand, promptly indemnify and pay to the Rupee Lenders or the Lenders’ Agent, as the case may be, against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. The Rupee Lenders or the Lenders’ Agent, as the case may be, shall, on the request of the Borrower, contest such claim provided that (a) they are satisfied in their sole discretion that such levy has not been lawfully made; (b) they shall be fully indemnified by the Borrower in respect of any liability arising out of and all costs and expenses incurred by them in respect of such contest; and (c) the Borrower provides Security to the satisfaction of the Rupee Lenders in respect of such contest prior to and as a condition of initiation of such contest.

21.3. Notification by Rupee Lenders

The Rupee Lenders intending to make a claim under Clause 21.2 hereof shall notify the Lenders’ Agent promptly and in any event within ten (10) days of becoming aware of the circumstances by which it is entitled to do so and shall deliver to the Lenders’ Agent a certificate setting out in reasonable detail the basis of such claim, whereupon the Lenders’ Agent shall promptly, and in any event within ten (10) days from the date on which it receives such certificate, notify the Borrower thereof and shall deliver to the Borrower a copy of such certificate.

21.4. Notification by Borrower

If at any time the Borrower is required to make any deduction or withholding from any sum payable by the Borrower hereunder (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated) the Borrower shall as soon as practicable notify the Lenders’ Agent and the Rupee Lenders.

21.5. Receipt

The Borrower shall deliver to the Lenders’ Agent within a reasonable period a copy of the receipt, if any, issued by the applicable taxation or other authority evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment or (if it is not possible for the Borrower to provide a copy of such receipt) such other evidence as may be requested by the Lenders’ Agent.

22. MISCELLANEOUS

22.1. It is hereby agreed between the Parties that the Schedules may be amended, revised, substituted by way of written communication by the Rupee Lenders to the Borrower from time to time. Such correspondences between the Rupee Lenders and acceptance thereof by the Borrower shall be deemed to be an integral part of this Agreement and shall be read in conjunction thereof.

22.2. The Parties agree that any delay or omission by the Rupee Lenders in exercising any of its rights, powers or remedies as the lender of the loan under this Agreement and other documents pursuant hereto shall not impair the right, power or remedy or be construed as its waiver or acquiesce by the Rupee Lenders

22.3. The Borrower agrees to accept the statement of account sent by the Rupee Lenders/Security Trustee or by any other authorised representative of the Rupee Lenders/Security Trustee conclusive proof of the correctness of any sum claimed to be due from the Borrower

22.4. The Parties confirm that this Agreement and its Schedules and any other documentation pursuant to it represent one single agreement between the Parties

22.5. This Agreement supersedes all prior discussions and representations between the Parties, including the Rupee Lenders’ brochure, save with respect to the obligations of and

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representations made by the Borrower to the Rupee Lenders set forth in any correspondence, application forms or otherwise made or agreed to be made howsoever

22.6. The addresses of the Parties shall be as mentioned under the Schedule V The Borrower shall forthwith inform the Rupee Lenders of any change in its address.

22.7. Any notice or request required or permitted under this Agreement to be given by either Party to the other shall be only in writing and sent on the address of the other Party as mentioned in the Schedule V (or in case to the Borrower, on the address of the Borrower last known to the Rupee Lenders)

22.8. Any notice or demand hereunder shall be in writing, signed by any of the Rupee Lenders’ officers and may be made by leaving the same or sending it through the post addressed to the Borrower at the address specified above or the address last known to the Rupee Lenders; and a notice or demand so given or made shall be deemed to be given or made on the day it was so left or, as the case may be, two business days following that on which it was so posted, and shall be effectual notwithstanding that the same may be returned undelivered and notwithstanding the Borrower’s change of address.

22.9. The Borrower shall indemnify and keep the Rupee Lenders indemnified against all actions, suits, proceedings and all costs, charges, expenses, losses, or damages which may be incurred or suffered by the Rupee Lenders by reason of any false or misleading information given by the Borrower to the Rupee Lenders hereunder or any breach/default/contravention/non-observance/non-performance by the Borrower of any terms, conditions, agreements and provisions hereunder. The Rupee Lenders shall be entitled to include any amount payable by the Borrower under this Clause in the said dues being the subject matter of this Agreement.

22.10. If any provision of this Agreement is illegal, invalid or unenforceable for any reason it will be secured from the remaining provisions, which will remain unaffected.

23. GOVERNING LAW AND JURISDICTION

23.1. The Borrower agrees that the Agreement shall be governed by Indian law and that the courts and tribunals in Mumbai shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement and that accordingly any suit, action or proceedings (together, the Proceedings) arising out of or in connection with the Agreement may be brought in such courts or tribunals. The Borrower irrevocably agrees to submit to and accept for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts or tribunals.

23.2. The Borrower irrevocably waives any objection now or in future, to the laying of the venue of any Proceedings in the courts and tribunals in Mumbai and any claim that any such Proceedings have been brought in an inconvenient forum, and further irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals in Mumbai shall be conclusive and binding upon them and may be enforced in the courts of any other jurisdiction (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by Applicable Law.

23.3. Nothing contained in this Clause 23.3, shall limit any right of the Secured Parties to take Proceedings in any other court or tribunal of competent jurisdiction, nor shall, to the extent permitted by Applicable Law, the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other competent jurisdiction whether concurrently or not and the Borrower irrevocably waives any objection it may have now or in the future to the laying of the venue of any Proceedings and any claim that any such Proceedings have been brought in an inconvenient forum

23.4 The Borrower hereby consents generally in respect of any Proceedings arising out of or in connection with the Agreement to the giving of any relief or the issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings

23.5. To the extent that the Borrower may claim for themselves or their assets, immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to them or their assets such immunity (whether or not claimed), the Borrower hereby irrevocably agrees

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not to claim and hereby irrevocably waive such immunity However, this shall not limit the ability of the Borrower to take up any defence available under the Applicable Law or equity

24. CIBIL DISCLOSURE CLAUSE

24.1. The Borrower also agrees, undertakes and confirms as under

The Borrower understands that as a precondition relating to the grant of and/or continuing the grant of Rupee Loans to the Borrower, the Rupee Lenders requires the Borrower’s consent for the disclosure by the Rupee Lenders of, information and data relating to the Borrower, of the Rupee Loans availed of/to be availed by the Borrower, in discharge thereof.

Accordingly, the Borrower hereby agrees and gives consent for the disclosure by the Rupee Lenders of all or any such:

a) information and data relating to the Borrower;

b) the information of data relating to the Rupee Loan availed of/to be availed by the Borrower; and

c) default, if any, committed by the Borrower, in discharge of the Borrower’s such obligation;

d) as the Rupee Lenders may deem appropriate and necessary, to disclose and furnish to Credit Information Bureau (India) Limited [“CIBIL”] and any other agency authorised in this behalf by Reserve Bank of India [“RBI”].

24.2. The Borrower declares that the information and data furnished by the Borrower to the Rupee Lenders are true and correct.

24.3. The Borrower also undertakes that:

(i) CIBIL and any other agency so authorised may use, process the said information and data disclosed by the Rupee Lenders in the manner as deemed fit by them; and

(ii) CIBIL and any other agency so authorised may furnish for consideration, the processed information and data disclosed or products thereof prepared by them, to Bank(s)/Financial Institution(s) and other Credit Grantors or Registered Users, as may be specified by the RBI in this behalf.

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SCHEDULE I

PARTICULARS OF RUPEE LENDERS & RUPEE LOANS

PART A

AXIS BANK LIMITED, a company registered under the Companies Act, 1956 and a banking company within the meaning of Section 5(c) of the Banking (Regulation) Act, 1949 and having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden, Ellisbridge, Ahmedabad 380 006, Gujarat, India, acting through its branch at Axis House, Ground Floor, C2, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai 400 025 (hereinafter referred to as “Rupee Lender” or “Axis” as the context may require, which expression shall, unless it be repugnant to the subject or context there of include its successors and assigns)

PART B

	(Rupees in Crores)
NAME OF THE RUPEE LENDERS	AMOUNT OF THE RUPEE LOANS						Total
	Tranche I Loan		Tranche II Loan		Tranche III Loan
Axis Bank Limited		600.00		700.00		700.00		2000.00

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SCHEDULE II

REPAYMENT SCHEDULE

Particulars	Date of Repayment	Amount(in Rs. crs)
Tranche- I	3 years from the Initial Disbursement Date of Tranche I Loan		600.00
Tranche- II	4 years from the Initial Disbursement Date of Tranche II Loan		700.00
Tranche- III	5 years from the Initial Disbursement Date of Tranche III Loan		700.00
Total			2000.00

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SCHEDULE III

PARTICULARS OF INTEREST FOR RUPEE LENDERS

(A) The Interest Rate shall be payable monthly on the Interest Payment Date, which shall be the last date of each calendar month, which shall be determined as follows:

Tranche I Loan

Sr No.	Name of the Rupee Lender	Base Rate of Rupee Lender as on the Effective date (% p.a.)			Spread as on Effective Date (in %)			Interest Rate as on Effective Date (in % p.a.)
		(“A”)			(“B”)			(“C= A+B)
1.	Axis Bank Ltd		10.25	%		0.25	%		10.50	%

Tranche II Loan

Sr No.	Name of the Rupee Lender	Base Rate of Rupee Lender as on the Effective date (% p.a.)			Spread as on Effective Date (in %)			Interest Rate as on Effective Date (in % p.a.)
		(“A”)			(“B”)			(“C= A+B)
1.	Axis Bank Ltd		10.25	%		0.25	%		10.50	%

Tranche III Loan

Sr No.	Name of the Rupee Lender	Base Rate of Rupee Lender as on the Effective date (% p.a.)			Spread as on Effective Date (in %)			Interest Rate as on Effective Date (in % p.a.)
		(“A”)			(“B”)			(“C= A+B)
1.	Axis Bank Ltd		10.25	%		0.25	%		10.50	%

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SCHEDULE IV

TRANSFER NOTICE

To	(1)	Rupee Lenders
	(2)	Sesa Sterlite Limited
		Attention:

This Transfer Notice has been issued pursuant to Clause 18(iii) of the common rupee loan agreement dated as of              (the “Common Rupee Loan Agreement”), entered interalia among the Borrower, Security Trustee, Lenders’ Agent and the Rupee Lenders.

1 Terms defined in the Common Rupee Loan Agreement have the same meaning in this Transfer Notice and in particular:

• “Existing Lender” for the purpose of this Transfer Notice, mean [Insert name of the Existing Lender];

• “New Rupee Lender” means [Insert name New Rupee Lender]

2 The Existing Lender:

A. confirms that, to the extent details appear below under the heading “Rights and/or Obligations to be Novated”, those details accurately summarise the rights and/or obligations which are to be novated and which are, upon delivery of this transfer notice to the Rupee Lenders (but subject to paragraph 3 below), cancelled and discharged in accordance with Clause 18(iii) of the Common Rupee Loan Agreement;

B confirms that consents, if any, required in accordance with Clause 18(iii) of the Common Rupee Loan Agreement has been obtained for this novation; and

C gives notice to the undersigned New Rupee Lender that the Existing Lender is under no obligation to repurchase all or any part of those rights and/or obligations at any time nor to support any losses suffered by the New Rupee Lender

3 The undersigned New Rupee Lender agrees that it assumes and acquires new rights and/or obligations in accordance with Clause 18(iii) of the Common Rupee Loan Agreement with respect to Tranche Loans jointly or severally, as the case may be, on and with effect from             

4 The New Rupee Lender:

A confirms that, until further notice, its Lending Office and details for communications are as set out below:

For:

Address:

Attention:

Fax

B agrees to perform and comply with the obligations expressed to be imposed on it by Clause 18(iii) of the Common Rupee Loan Agreement as a result of this transfer notice taking effect; C acknowledges and accepts paragraph 2(C) above; and

D agrees to be bound by the Common Rupee Loan Agreement and other Finance Documents in relation to the matters stated under the heading “Rights and/ or Obligations to be Novated” as if the New Rupee Lender was a Party thereto in place and stead of the Existing Lender except in relation to the rights of the Existing Lenders in respect of the said matters which shall accrue to the New Rupee Lender with effect from the date hereof,

E confirms, on the basis of the facts then known to it that the novation will not give rise to any requirement for any withholding or increased cost or other cost or expense to the Borrower which would not be incurred by the Borrower if the novation did not take place

5 The above confirmations and documents are given to and for the benefit of and made with each of the other Parties to the Common Rupee Loan Agreement

Rights and/or Obligations to be Novated

The Existing Lender’s available commitment /outstanding Rupee Loans amount due to be novated from Tranche Loans jointly or severally, as the case may be Rs             

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6. The Borrower that upon execution of this Transfer Notice, the interest rate of the New Rupee Lender shall be linked to the New Rupee Lender’s Base Rate on the date of such transfer and the Spread shall be determined accordingly.

7. Upon execution of this Transfer Notice, Schedule I and Schedule III of the Common Rupee Loan Agreement shall be amended and restated as set out in the attached Annexure.

This transfer notice shall be governed by and construed in accordance with the laws of India.

For the Existing Lender

Name:

By

Authorised Signatory:

Date:

For the New Rupee Lender

Name:

By

Authorised Signatory:

Date:

Lending Office

Address:

Facsimile No.

Telex No.:

Attention:

Agreed by Rupee Lenders

Name

By

Authorised Signatory:

Date

ANNEXURE UNDER THE TRANSFER NOTICE

SCHEDULE I

PARTICULARS OF THE RUPEE LENDERS AND THE RUPEE LOANS

	(Amount in Crores)
NAME OF THE RUPEE LENDER	AMOUNT OF THE RUPEE LOANS
- TOTAL		—

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SCHEDULE V

ADDRESSES AND OTHER PARTICULARS FOR NOTICES AND COMMUNICATIONS

FOR THE BORROWER

SESA STERLITE LIMITED

Sesa Ghor, 20 EDC Complex,

Patto, Panjim-403001, Goa

Kind Attn.

Tel

Fax

Email

FOR THE RUPEE LENDERS

AXIS BANK LIMITED

Axis House, Ground Floor,

C2, Wadia International Center,

Pandurang Budhkar Marg, Worli,

Mumbai 400 025

Kind Attn:

Tel 022-24253024

Fax: 022- 24254045

FOR LENDERS’ AGENT

AXIS BANK LIMITED

Axis House, Ground Floor,

C2, Wadia International Center,

Pandurang Budhkar Marg, Worli,

Mumbai 400 025

Kind Attn

Tel 022-24255216

Fax 022-24254200

Email

FOR THE SECURITY TRUSTEE

AXIS TRUSTEE SERVICES LIMITED

2^nd Floor – E, Axis House,

Wadia International Center,

Pandurang Budhkar Marg, Worli,

Mumbai – 400 025

Kind Attn: Mr. Neelesh Baheti

Tel 022-24255216

Fax 022-24254200

Email. debenturetrustee@axistrustee.com

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SCHEDULE VI

PARTICULARS OF EXISTING LENDERS

EXISTING LENDER	SANCTIONED AMOUNT (RS. IN CRS.)
TERM LOAN
Andhra Bank		400.00
Bank of Baroda		1,500.00
Canara Bank		1,500.00
Corporation Bank		500.00
Exim Bank		500.00
Federal Bank Ltd.		250.00
Indian Overseas Bank		500.00
IndusInd Bank		250.00
Jammu & Kashmir Bank Limited		200.00
Oriental Bank of Commerce		750.00
Punjab National Bank		2,000.00
South Indian Bank		250.00
State Bank of Bikaner and Jaipur		350.00
State Bank of Hyderabad		450.00
State Bank of India		3,000.00
State Bank of Mysore		300.00
State Bank of Patiala		450.00
State Bank of Travancore		200.00
Syndicate Bank		1,000.00
Tamilnad Mercantile Bank Ltd.		150.00
UCO Bank		500.00
Union Bank of India		900.00
Vijaya Bank		250.00
TOTAL		16,150.00

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SCHEDULE VII

LIST OF DISCLOSED ENCUMBRANCES

(Enclosed as Separate Annexure)

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IN WITNESS WHEREOF the Borrower has caused its Common Seal to be affixed hereto on the day, month and year first herein above written and the Rupee Lenders have caused the same to be executed by the hand of their authorized officials as hereinafter appearing.

THE COMMON SEAL OF, SESA STERLITE LIMITED, as pursuant to the Resolutions of its Board of Directors passed in (FSC) that behalf on 28th day of November, 2013 hereunto been affixed in the presence of Mr. P K Mukherjee Director, who has signed these presents and Mr. C. D. Chitnis, Company Secretary and Mr.             ,              who has countersigned these presents in token thereof.		/s/ C.D. Chitnis /s/ P.K. Mukherjee
Place:	Panaji
Date:	30/12/13
SIGNED AND DELIVERED BY the within named Rupee Lenders, Axis Bank Limited by the hand of Mrs VROMOR NANDI KAR, its VICE PRESIDENT and authorized official		/s/ Vromor Nandi Kar
Place:	NEW DELHI
Date:	27.12.2013
SIGNED AND DELIVERED BY the within named Lenders Agent, Axis Bank Limited by the hand of Mrs VROMOR NANDI KAR, its VICE PRESIDENT and authorized official		/s/ Vromor Nandi Kar
Place	NEW DELHI
Date:	27.12.2013
SIGNED AND DELIVERED BY the within named Security Trustee, Axis Trustee Services Limited by the hand of Mr. Sushil KUMAR, its AGM and authorized official		/s/ Sushil Kumar
Place	NEW DELHI
Date:	27/12/2013

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SCHEDULE VII TO COMMON RUPEE LOAN AGREEMENT

DETAILS OF CHARGES CREATED, MODIFIED & SATISFIED IN ROC OF

VEDANTA ALUMINIUM LIMITED AS ON 08.10.2013

Sr. No	Date & Description of Instrument Creating the charges	Amount of Charges (Rs.)	Details of Properties	List of the terms and conditions and extent and operation of the charge.	Chargeholder details	Modification Date & Documents	Details of Modification	Date of satisfaction of charge
1	12-09-04 Dead of Hypothecation at 9-12-2004 Registered with registrar 01-12-06 Ch Id 80024964	Rs. 3 billion (Rupees three billion)	The Movable property have been Hypothecated as and by way of first and exclusive	The whole of movable property / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed or not and whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the Borrower’s factories, premises and godowns or whereever else the same may be or or be held by any party to the order disposition of the borrower or in the course of transit or on high seas or on order, delivery how so ever and where so ever in the possession of the borrower and either by way of substitution or addition.	ICICI Bank Ltd. Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015	24-01-2007	The property charged is same as per original charges as per Sr. No. 1 created vide charges Id 80024964 vide supplemental deed of modification, the banking at the request of the Borrower, agreed to being in bank guarantee facility (in the overall limit), not exceeding Rs. 50 Crore as sublimit on give same terms and conditions as that of original deed of Hypothecation.
2	29-12-2006 Dead of Hypothecation at 29-12-2006 Registered with registrar 20/01/2007 Ch id 10032863	Rs. 500 Cr	The Movable properties / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed or not and whether now lying loose of in cases or which are now lying or stored in or about or shall hereafter from		ICICI Bank Ltd. Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015

			time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the Borrower’s factories, premises and godowns or whereever else the same may be or or be held by any party to the order disposition of the borrower or in the course of transit or on high seas or on order, delivery how so ever and where so ever in the possession of the borrower and other by way of substitution or addition. At all points, the value of the goods hypothecated to ICICI Bank would not exceed the facility together with all interest, liquidated damages, front end fees premia on prepament or on redemption, cost, charges, expenses and all other monies whatsoever stipulated in the facility agreement
3	03-08-07 Letter of Hypothecation of Stocks & Book debts 03-08-07 Registered with registrar 04-11-07 ch id 10043765	Rs. 75 Cr	First Charges on Pari-passu on (a) all stocks in trade consisting of raw material, finished goods goods in process of manufacturing and other merchandise being a movable properties, present and further, stored/to be stored or brought into factory or in course of transit; (b) all book debts, outstanding monies receivable, claims & bills which are due present or at future, owing to the borrower in the course of its business by any person, firm, body corporate(s), Semi Govt. Body or authority.	HDFC Bank Ltd. HDFC Bank Housesenapati Bapat Marg. Lower Parel W, Mumbai Maharashtra-400013	06-09-08 Amount of Charges Rs. 550 Cr.	Charges against working capital facility (cash credit/WCDL/ any other credit facility /Letter of credit/ buyer credit facility / bank any other credit facility /Hypothecate of credit/ buyer credit facility / bank guarantee facility and hypothecate by way of Current charges against the terms loan facility to the Bank the following: (a) all stocks in trade consisting of raw material, finished goods, goods in process of Manufacturing and other merchandise being Movable property being present and future, stored or to be stored or brought into factory or in course of transit

					11-11-08 Amount of Charges Rs. 600 Cr. 05-06-09 Rs. 475 Cr. 16-04-2013 Rs. 1,250,000,000.00	(b) All the book debts outstanding amount receivable claims and bills which are due, present or at future owing accounting to the borrower in the course of the business any person, firm body corporate (s) semi govt authority/ body authority. First charges for working capital and non-fund — facility and second charges for term loan facility on all stocks 100% debt both present and future. As per Dead of Hypothecation at 05-06-2009 NOC letter dated 16 04 2013 from HDFC BANK for ceding for the Term Loan of Rs. 300 crs and for working capital limit of Rs. 50 crs. The charge of Rs. 125 crs towards Working Capital to continue. same as given in charge modified on 05.06.2009
4	18/06/2007 Dead of Hypothecation at 12-07-2007 Registered with registrar 16/07/2007 CH ID 10059435	Rs. 460 Cr.	The Movable properties / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed or not and whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the Borrower’s factories.	Stata Bank of India State Bank Bhavan, Madame Cama Road, Nariman Point Mumbai Maharashtra-400021			17-04-13

5	10-12-2008 Agreement of Hypothecation of Goods & Assests CH ID 10136547	Rs. 1550 Cr.	First charge by way of hypothecation of the entire goods, moveables and other assests present and further.		Stata Bank of India State Bank Bhavan, Madame Cama Road, Nariman Point Mumbai. Maharashtra- 400021	13-05-2013 Rs 23,000,000,000.00	Supplement Agreement of hypothecation of goods and assets for increase in the overall limit made on 13th May, 2013 a) Second charge over the entire fixed assets of the company. b) First charge by way of hypothecation of the entire goods, moveables and other assets present and future
6	16/01/2009 Debentures Trust Dead 16/01/2009 CH ID 10138259	Rs. 400 Cr.	As per Debentures Trust Dead	As per Dead of Hypothecation & MOE	IL & FS Trust Co. Ltd. IL & FS Financial Centreplot No. C22 Block Bandra, Kurla Complex Bandra East Mumbai Maharashtra-400051	19 /01/2009	As per Dead of Hypothecation & MOE
7	02-04-09 Dead of Hypothecation 04-02-09 CH ID 10156618	Rs. 500 Cr.	Hypothecation Charges on the entire plant & machineries being imported under the letters of Credit opened / to be opened by the Bank under the Facility.		Stata Bank of India State Bank Bhavan, Madame Cama Road. Narima Point Mumbai Maharashtra-400021			17-04-13
8	01-06-09 Dead of Hypothecation 06-01-09 CH ID 10161851	Rs. 500 Cr.	Subsequent and subservient charge on the entire current assests as well as movable fixed assests of the Company.		Axis Bank, Ltd. Atlanta, 209, Nariman Point Mumbai Maharashtra-400021
9	07.08.2009 Deed of hypo CH ID 10172561	Rs. 1000 cr	Moveable assets in the nature of stock, raw materials machery, equipment to be imported under the facility	given in deed of hypo (wcf)	ICICI Bank Ltd. Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015
10	25/09/2009 Dead of Hypothecation 25/09/2009 CH ID 10181888	Rs. 2500 Cr.	As per Dead of Hypothecation		Stata Bank of India State Bank Bhavan, Madame Cama Road, Nariman Point Mumbai Maharashtra-400021			17-04-13
11	17.08.2010 Dead of	Rs 700 Cr.	As per Dead of Hypothecation dated 7.09.2010	Subservient charge on all current and Moveable fixed assets of the	ICICI Bank Ltd. Landmarkrace Course

	Hypothecation CH ID 10236217			Company	Circle, Alkapuri, Baroda Gujarat-390015 Gujarat-390015
12	22/02/2011 Dead of Hypothecation CH ID 10271589	Rs. 1000 Cr.	As per Dead of Hypothecation dated 22/02/2011	The whole of the moveable properties including moaveable plant and machinery, machinery spares, tools & accessories and other moveables both present and future	ICICI Bank Ltd Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015
13	05-04-11 Dead of Hypothecation	Rs 10000 Cr	As per Dead of Hypothecation dated 05/04/2011	1) A First Charge by way of hypothecation of all present & future movable fixed assets (unencumbere’) for the project including but not limited to plant & machinery, machinery, spares, tools and accessories, base stock funded by the facility of the project on pari passu basis with all present & future secured term loan lenders (Tranche II) of the	SBICAP TRUSTEE COMPANY LIMITED 202, MAKER TOWER, ‘E’, CUFFE PARADE, COLABA, MUMBAI	First modification 17-06-2011	No new charge has been created However New Rupee Lenders have now acceded to the charge created in favour of SBICAP Trustee Company Limited vide Deed of Hypothecation dated 5.4.2011
	CH ID 10282496		Floating rate of 2.25% above SBBR, present effective rate 10.50% pa with monthly rests with annual reset of interest spread.	Project. 2) A first ranking fixed charge on the Debt Service Reserve account 3) A second ranking charge on all current assets for the Project	Maharashtra - 400005		Floating rate of 2.25% above SBBR, present effective rate 11.50% pa with monthly rests with annual reset of interest spread.
						Second modification 22-07-2011 Rupees Sixteen Thousand One Hundred Fifty Crore only	Second modification cum Accession Agreement dated 22.07.2011 executed Inter alia by Vedanta Aluminium Limited & Acceding Lenders (See “List of Acceding Lenders” attached) whereby the Acceding Lenders have agreed (to provide financial assistance not exceeding in the aggregate Rs. 6150 crores thereby ensuring that the total financial assistance aggregates to Rs. 16150 crores. Floating rate of 2.25% above SBBR, present effective rate 11.75% p.a. with monthly rests with annual reset of interest spread. Door to Door tenor of 10 years from the first disbursement date. The Facility shall be repaid in 30 structured consecutive quarterly installments.

	No new charge has been created However the charge created in favour of SBICAP Trustee Company Limited vide Deed of Hypothecation of 05.04.2011 and Modification cum Accession Agreement dated 17 6.2011, has now been extended to secure financial assistance upto Rs. 6,150 crores to be provided by the Acceding Lenders.
Third Modification 01.10.2011 Rs. 16150 crore	No instrument was executed However, a Mortgage was created by the Company on 1 Oct. 2011 by deposit of title deeds with SBICAP Trustee Company Ltd (STCL), in respect of its immovable properties being lands admeasuring 3805.32 acres situated in various villages in Odisha as mentioned in Security Confirmation Letter dated 10.10.2011 (attached), STCL acting as the Security Trustee for the benefit of the Lenders to secure repayment of Loan mentioned in Facility Agreement dated 5.4.2011.
	Floating rate of 2.25% above SBBR, present effective rate 11.75% p.a. with monthly rests with annual reset of interest spread Door to Door tenure of 10 years from the first disbursement date. The facility shall be repaid in 30 structured consecutive quarterly installments.
	The charge operates to secure as per the Facility Agreement dated 5 April, 2011 the facility together with Unreimbursed Drawings, unpaid sums all interest LC Commission, all types of interests, fees, premia on pre payment, remuneration payable to the security trustee, costs, charges, expenses and other monies and all other amounts whatsoever stipulated in or payable by the Company to the Secured Parties in terms of the Finance documents to the satisfaction of the lenders

						A first ranking fixed charge on all movable fixed assets for the Project, both present and future, plant & machinery, spares, tools, accessories, vehicles, funded base stock a 1st ranking fixed charge on the Debt Service Reserve Account and all monies lying to the credit of such account a 2nd ranking charge on all Project current assets including stocks of raw materials, semi- finished and finished goods, inventories, consumable stores, bills & receivables A first priority charge on Excluded Assets on and from the date on which any of the financial assistances which are secured by the Excluded Assets are repaid more particularly described in the Deed of Hypothecation dated 5.4.2011. Company’s leasehold land properties admeasuring 3805.32 acres more particularly described in Schedule II to the Memorandum of Entry dated 02/10/2011. By this modification, the due repayment of the Facility aggregating to Rs. 16150 crores is secured on 5.4.2011 by hypothecation of all movables, further secured on 17.6.2011 and 22.7.2011, now further secured by mortgage dated 1.10.2011 for 3805.32 acres of land situated in various villages in the State of Odisha.
14	11.08.2011 Charge id 10304184	Rs. 2255 crore	Unattested Deed of Hypothecation executed by Vedanta Aluminum Limited In favour of Axis Bank Limited. Hong Kong branch , the Security Trustee USD 500 Million at the exchange rate of Rs. 45 10/-	USD LIBOR + 4% USD 200 Million on 21/04/2015 USD 200 Million on 21/04/2016 USD 100 Million on 21/04/2017 4%	Axis Bank Limited 805-809, Alexandra House, 18 Chater Road, Central, Hong Kong, NA HK, HONG KONG 380006

				Subservient charge on all the movable assets of the Borrower in favour of Axis Bank Limited, Hong Kong branch, the Security Trustee more particularly described in Schedule 1 of the Unattested Deed of Hypothecation dated August 11, 2011 attached All present and future movable assets of the Borrower
15	20.01.2012 charge ID 10335522	Rs. 500 Cr.	Deed of hypothecation dated 20th January 2012 executed by Vedanta Aluminum Limited in favour of Yes Bank.	RSTL/WCDL/PBD/SBD - to be decided at the time of disbursement. CC- YBL Base rate plus 150 bps, Commission - LUT/SLC - 0.20% for raw materias, 0.25% pa for capex, ULC/FBG - To be decided, PBG-0.20% papq RSTL/PBD/SBD - At the end of the tenor, CC/WCDL -on demand, BFB limits - NA CC/WCDL - 25 percent of (book debts<180 days+stocks minus creditors) First pari passu charge on all current assets of the Company (as described in Schedule of Deed of Hypothecation dated January 20, 2012).	YES BANK LIMITED 9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR. ANNIE BESANT ROAD, WORLI, MUMBAI, Maharashtra-MH,400018	First modification on 25.09.2012 Rupees Five Hundred Crore only	Supplemental Deed of Hypothecation dated 25 09 2012 RSTL/WCDL/PBD/SBD/FEG/EPC/ PCFC/PSFC-to be decided at the time of disbursement. CC-YBL Base rate plus 1.5% p.a. Commission- BC/SLC/ULC - 0.20% for raw material, 0.25% pa for capex, PBG-0.20%p.a.p.q. RSTL/PBD/SBD - At the end of the tenor, CC/WCDL -on demand. CC/WCDL - 25% of (book debts<180 days+stocks-creditors) First pari passu charge on all current assets of the borrower (as described in Schedule of Supplemental Deed of Hypothecation dated 25.09.2012). Modification of the working capital facilities by sanctioning additional working capital facilities as a sub limit of existing working capital facilities.
16	05.12 2011	Rs. 589900000	Assets of Company at the Kakinda Port, in Andhra Pradesh more specifically provided in Annexure-1 of the ‘Principal Deed of Hypothecation’ dated 23rd August, 2010 and its Supplemental Deed of Hypothecation dated 29th June, 2011 (1st Supplemental deed of Hypothecation)	2nd Supplemental Hypothecation Deed dated 5th December, 2011 for extending coverage of charge of hypothecation to additional issuance of 10,00,000 (Ten Lakhs) of OFCD’s of Rs. 100/- each.	VEDANTA ALUMINIUM LIMITED			27-04-13

	Charge Id 10236090 of ALLIED PORT SERVICES PRIVATE LIMITED now amalgated with VAL showing in the name of company’s (VAL) charge index in ROC			An additional 10,00,000 Optionally Fully Convertible Debentures (OFCD’s) of Rs 100/- each is issued in favour of Vedanta Aluminium Limited (VAL) will rank Pari Passu with the existing 3,00,000 OFCD’s of Rs. 100/- each and 45,99,000 OFCD’s of Rs. 100/- each and the total number of OFCD’s are aggregating to 58,99,000 (Fifty Eight Lakhs Ninety Nine Thousand) OFCD’s of Rs. 100/- each and the total value of the OFCD’s stands for Rs. 58,99,00,000/-(Rupees Fifty Eight Crores and Ninety Nine Lakhs only).	SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin, Tamil Nadu-TN 628002
17	created on 08.01.2013 Charge ID 10399629	Rs. 275 Cr	Unattested Original Borrower Deed of Hypothecation dated 8th January, 2013 executed by Vedanta Aluminium Limited in favour of Axis Bank Limited. Central Office as the Security Trustee	Subservient charge on all the movable assets of the Borrower in favour of Axis Bank Limited, Central Office, the Security Trustee more particularly described in Schedule 1 of the Unattested Original Borrower Deed of Hypothecation dated 8th January, 2013 attached rate of interest 3m Libor + 3.60%, To be repaid on 24th July, 2015, margin 3.60%	Axis Bank Limited, AXIS HOUSE C-2, 2ND FLR, WADIA INTERNATIONAL CENTRE, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, Maharashtra-MH-400025

EX-4.28

Exhibit 4.28

[One Thousand Rupee Stamp]

THIS STAMP PAPER FORMS AN INTEGRAL PART OF TERM LOAN AGREEMENT DTD 28^th NOVEMBER 2013 BETWEEN SESA STERLITE LTD & CANARA BANK.

TERM LOAN AGREEMENT

This Term Loan Agreement is made at Goa on the 28^th day of November, 2013 (“Agreement”).

BETWEEN

SESA STERLITE LIMITED, a company incorporated under the Companies Act, 1956 and having Registered Office at Sesa Ghor, 20 EDC Complex, Patto, Panjim-403001 in the State of Goa (hereinafter referred to as “the Company” or “the Borrower” which expression shall wherever the context so requires or admits mean and include its, administrators, successors in title and permitted assigns) of the ONE PART

AND

CANARA BANK, a body corporate constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, having its Head Office at 112, Jayachamarajendra Road, Bangalore – 560 002. and having among others a branch office at Specialised Prime Corporate Branch Maker Tower F, 20^th Floor, 85, Cuff Parade, Mumbai – 400 005 (hereinafter referred to as the “Bank” which expression shall wherever the context so requires or admits mean and include all their assigns and successors in title and Attorneys) of the OTHER PART.

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WHEREAS:

I. The Borrower is a Public Limited Company, incorporated in India, has approached the Bank for a Term Loan in aggregate of Rs. 1000 Crores (Rupees One Thousand Crores Only).

II. WHEREAS the Borrower has requested the Bank to finance the Borrower and to grant to the Borrower financial assistance in the form of a Term Loan for a sum not exceeding Rs.1000 Crores (Rupees One Thousand Crores Only) to repay short term facilities including commercial papers (CPs), pay project creditors and to meet balance project cost towards 4*600MW Thermal Power Plants at Jharsuguda, Orissa. Vide sanction letter No. PCB-I /CR-235/1772/2013 Dated 30.09.2013, Canara Bank having one of its branches at Specialised Prime Corporate Branch, Cuffe Parade, Mumbai has sanctioned Term Loan of Rs. 1000 crores for the above said purpose.

III. Pursuant to the sanction of the said Term Loan the parties hereto are desirous of executing this Agreement (hereinafter referred to as the “Term Loan Agreement”) for the purpose of setting out the terms and conditions of the said Term Loan in the manner hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed and declared by and between the parties hereto as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this Agreement and the schedules below, unless there is something inconsistent in the subject or context, the following expressions shall have the following meanings namely: –

Applicable Rate of Interest means Bank’s Base Rate (BR) (which is defined below) plus 1% presently 10.95 % pa payable monthly linked to Base Rate of the bank. However, the Bank reserves the right to reset the Applicable Rate of Interest after 6 months from the date of first disbursement and annually thereafter.

Availability period means, unless the Bank otherwise agrees, a period of 6 months from the date of this loan agreement.

Available Commitment” means at anytime, the amount of the Facility as reduced by the aggregate amount of all drawings made in accordance with this Agreement, being the maximum amount, which the Bank is committed to make available under this Agreement.

Business Day means the day on which the Banks are open for business in Mumbai, where any payment is required under this Agreement to be made or received.

Charged Assets means the Jharsuguda Power Plant Assets charged in favour of the Security Trustee for the benefit of the Bank as Security for the Facility.

Disbursement means disbursements of the Term Loan of Rs. 1000 Crores (Rupees One Thousand Crores only)

“Disclosed Encumbrances” shall mean the first charge created by the borrower over the fixed movable assets of Jharsguda Power Plant in favour of (i) the trustees for the benefit of the non-convertible debenture holder of Rs. 4500 Crores (Rupee Four Thousand Five Hundred Crores), (ii) State Bank of India in relation to term loan of Rs. 750 Crores and (iii) IDBI Bank Limited in relation to working capital facility of Rs. 160 Crores; and second charge created / to be created on the

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fixed movable and immovable assets of Jharsuguda Power Plant in favour of Axis Trustee Services Limited for the benefit of Short Term Rupee Lenders of Rs. 1000 Crores.

Drawing means a disbursement under the facility made pursuant to this agreement at the request by the Borrower by issuing a Drawdown Request Letter.

Drawdown Schedule means a quarterly drawdown schedule to be provided by the Borrower at the time of documentation. The quarterly drawdown schedule may be amended by the Borrower thirty (30) days before the commencement of each quarter.

Due Date shall mean, in respect of:

(a) Repayment of principal, the date on which the principal amount of term loan falls due as stipulated in this agreement;;

(b) Interest, the date on which interest falls due;

(c) Any other amount payable under this Agreement, the date on which such amount falls due in terms of this Agreement; and/

Or such other dates on which any amounts including principal, interest, or otherwise, fall due in terms of this Agreement.

If the Due date in respect of any instalment of principal, interest, or any other monies payable under this Agreement falls on a day, which is not a Business Day, the immediately preceding Business Day shall be the Due date for such payment.

Encumbrance means any mortgage, charge (whether fixed or floating), pledge, lien, encumbrance, hypothecation, security interest, title retention or other security arrangement of any kind.

Event of Default means any of the events referred to in clause 14 (Event of Default)

Facility means the Rupee Term Loan for a sum not exceeding of Rs. 1000 Crores (Rupees One Thousand Crores only) subject to the terms and conditions set out in the sanction letter PCB-I/CR-235/1772/2013 dated 30.09.2013 and in this Agreement.

Finance Documents means collectively: -

a. This Agreement

b. Each Security Document and

c. Any other related documents designated as financing document by the security trustee.

Interest and Other Charges means, in respect of any period, the aggregate of all interest and similar charges payable by the Borrower in respect of that period, plus amount payable in respect of any gross up for any withholding or deduction and any periodic fees, commission or like costs relating to any borrowings during the currency of such borrowings,

Interest Payment Date means the last Business day of every calendar month falling after the date of first disbursements of the Term Loan till the subsistence of this Agreement.

“Jharsguda Power Plant” or “JPP” shall mean the 2400 megawatt (4* 600 MW) thermal power plant situated at Jharsguda, Orissa set up by erstwhile Sterlite Energy Limited and now vested in the Borrower pursuant to the Merger Scheme.

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“Jharsguda Power Plant Assets” shall mean the movable and immoveable assets of Jharsguda Power Plant except the agricultural land.

Letter of Sanction means the letter PCB-I/CR-235/1772/2013 dated 30.09.2013 issued by the Bank to the Borrower, as modified any time prior to the execution of this Agreement.

Loan means the aggregate principal amount outstanding from time to time under this Agreement.

Moratorium for Repayment means a period of 1 year from the date of first disbursement.

Repayment Dates shall mean the dates falling at consecutive quarterly intervals after the Moratorium. First quarterly repayment shall fall due at the end of 15^th month from the date of first disbursement.

Reset of Interest shall mean reset of margin over Base Rate of Canara Bank. First such reset shall happen at the end of 6 months from the date of first disbursement and then subsequent reset shall happen at every annual interval from the first interest reset date.

BR or Base Rate means the rate of interest determined by Canara Bank and notified from time to time as Base Rate applicable to Loan denominated in Rupees; and BR on the date of Sanction is 9.95% p.a. with monthly rest.

Security Documents means the Deed of Hypothecation, mortgage documents and any other documents, agreements, instruments, deeds, writings, undertaking executed/to be executed by the Borrower or any other person in favour of the Bank and any reference to the “Security Documents” shall be construed, as the context may permit, as a reference to any or all of them;

1.2 Interpretation

The clause headings in this Agreement are inserted for conveniences only and shall be ignored in construing this Agreement. Unless otherwise specified, all references to clauses and schedules are to clauses of and schedules to this agreement. Unless the context otherwise requires words denoting the singular number shall include the plural and vice versa.

2 DRAWINGS AND DISBURSEMENTS

2.1 Drawings under The Facility

2.1.1 The obligation of the Bank to make disbursements under this Agreement shall be subject to the Borrower performing all its obligations and undertakings under this Agreement to the satisfaction of the Bank, besides compliance by the Borrower with the disbursement procedure, if any, stipulated by the Bank as well as submission of necessary information, datas, documents, draw-down schedule etc. to the satisfaction of the Bank.

2.1.2 The Borrower shall send the Drawdown request in writing only after providing evidence satisfactory to the Bank that the Borrower has complied with all pre-disbursement conditions stipulated in the Letter of Sanction.

2.1.3 The Borrower shall use the Facility only for the purpose stated in their proposal. The Borrower shall utilise all amounts drawn from the Facility only for such purpose. If for any reason the Borrower finds itself unable to comply with this condition, it shall immediately inform the Bank in writing, of the same, and reasons therefor and shall, unless otherwise agreed to by the Bank, repay forthwith, the Loan together with interest and all other monies due and payable in respect thereof. The Bank shall be under no obligation to monitor or verify the application of the Facility or any part thereof.

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2.2 Terms of Disbursement

2.2.1. The Borrower may draw the Facility up to the sanctioned amount in one or two or more tranches, till 6 months from the date of this loan agreement subject to the Bank having received and found satisfactory the following:

a) A copy of the Memorandum and Articles of Association of the Borrower certified by a Director or Company Secretary of the Borrower to be complete and up to date as in force on the date of this Agreement,

b) A copy of a Resolution of the Board of Directors of the Borrower, certified by a Director or Company Secretary of the Borrower to be in full force and effect at the date of receipt by the Bank, approving the terms of this Agreement and the transactions contemplated by this Agreement and authorising the execution of this Agreement under common seal of the Borrower;

c) Certificate of the Borrower (signed by the Company Secretary of the Borrower) confirming that the Drawdown of the Facility would not cause any borrowing or similar limit binding on the Borrower to be exceeded;

d) Duly executed Security Documents as required by the Bank;

e) A certificate from the company secretary or statutory auditor or director of the Borrower stating that the aggregate of the existing loans together with the proposed term loan Facility does not exceed the Borrowing limits of the Borrower.

Provided that no Event of Default has occurred and no other event has occurred which, with the giving of notice and / or the lapse of time and/or upon the Bank making the relevant determination would constitute an Event of Default.

2.2.2. The Borrower shall utilize the Facility only for the purpose for which it is approved and shall provide utilization certificate from its Auditors / Chartered Accountant certifying the end use of funds within a period of 3 months from the date of each Disbursement.

2.2.3. The Borrower shall not use the amounts drawn under the Facility for investments in real estate or in stock market.

2.2.4. Drawing may only be made on Business Days falling within the Availability Period.

2.3 Adjustment of Overdue

The Bank may deduct from the sums disbursed to the Borrower any monies then due or payable by the Borrower to the Bank.

3. INTEREST, FEES, CHARGES & EXPENSES

3.1 Interest

3.1.1 The Borrower shall pay interest on the Loan outstanding for the time being and from time to time calculated at the Applicable Rate Of Interest for the time being and from time to time, plus interest tax/any other statutory levy, if any, at monthly rests on the Interest Payment Dates;

3.1.2 The rate of interest applicable to this loan will be the Applicable Rate of Interest payable monthly from the date of first draw down on the outstanding amount.

3.1.3 In the event of default by the Borrower in the payment of any sum due pursuant to this Agreement on the Due date for such payment, the Borrower shall pay, liquidated damages, on the defaulted amount calculated for the period commencing from the Due date for such payment until actual payment at the rate

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of 2% per annum for the period of default plus interest tax/ other statutory levies, if any, for the time being and from time to time. Liquidated damages shall be payable on demand and in the absence of any such demand on the next Interest Payment Date falling after the date of default. Arrears of liquidated damages shall carry interest at the rate of 2% per annum over and above the Interest Rate till the date of payment of the defaulted amounts.

3.1.4 All interest payable pursuant to this Agreement shall accrue from day to day and shall be calculated on the basis of actual number days elapsed in a year of 365 / 366 days and shall be paid at monthly rests on the Interest Payment Dates.

3.1.5 The statement of the Bank as to the rate or amount of interest payable pursuant to this Agreement shall, in the absence of manifest error be conclusive and binding on the Borrower. Unless, the Borrower is able to, by way of evidence, prove the contrary to the satisfaction of the Bank, in any dispute, the entries made by the Bank in the term loan account in the normal course of its business shall be binding as conclusive evidence of the amount due from the Borrower to the Bank in the absence of manifest error.

3.1.6 The changes in the Base Rate and actual lending rate will be notified on the notice board of the bank, time to time, and it will be deemed as sufficient notice to the Company.

3.2 Charges & Expenses

3.2.1 The Borrower shall reimburse the Bank on demand all reasonable expenses (including legal expenses) incurred by the Bank in connection with the execution of this Agreement, and / or in negotiation, preparation, enforcing, perfecting, protecting or preserving any of the rights, the Security Documents and all other documents incidental thereto or in suing for or recovering any sum due from the Borrower under this Agreement.

3.2.2 The Borrower shall pay all stamp and other duties and taxes to which this Agreement and/or other security documents may be subject to or give rise and will indemnify the Bank against any and all liabilities with respect to or resulting from any delay or omission on the part of the Borrower in the payment of such duties or taxes.

3.2.3. The Borrower shall pay on demand to the Bank all costs and expenditure actually incurred as between advocate and client or to be incurred by the Bank in connection with the recovery of any monies due under this Agreement.

3.3 Commitment Fees

Disbursement would be made as per the drawdown schedule given by the Borrower. Commitment charges of 1.20% p.a. will be applicable on the amount not withdrawn by the Borrower as per the drawdown schedule based on the number of days deviated from the respective date in the drawdown schedule. However, the quarterly drawdown schedule may be amended or replaced by the Borrower with 30 days prior notice before the commencement of each quarter.

4. REPAYMENT

The Borrower shall repay the principal amount of Loan in 16 (Sixteen) equal quarterly instalments as given in “Schedule –I” after a moratorium period of 1 (one) year from the date of first disbursement of loan with total door to door tenor of five years.

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5. PRE-PAYMENT

5.1 Prepayment penalty of 1% of the amount prepaid will be applicable for the prepayment of the term loan except if prepayment is made as below:

5.1.1.1 If the Borrower makes the prepayment from the surplus cash accruals on Interest Reset Date;

5.1.1.2 On every Interest Reset Date if the Borrower makes the prepayment by way of refinancing and has given a notice of not less than thirty (30) days to the lender;

5.1.1.3 If the interest rate as reset on the Interest Reset Date is not acceptable to the Borrower and the Borrower chooses to prepay within fifteen (15) days from the later of the Interest Reset Date or date of advice from Lender of such reset.

5.1.1.4 However, in case of direct takeover of liability by any other bank / financial institution penal interest of 1% of the pre-paid liability will be applicablé in all cases. Prepayment from NCD proceeds would not amount to takeover of liability for this clause.

5.2 Notice of prepayment once having been given, it shall be obligatory for the Borrower to make prepayment in accordance with the notice.

5.3 The Borrower shall not be entitled to re-borrow any amount prepaid under this Agreement. Any amount prepaid shall be applied towards the repayment instalments in the inverse order of its maturity.

6. SECURITY FOR THE LOAN

6.1 The irrevocable repayment and unconditional discharge of the principal amount of the Facility and payment of all interest, liquidated damages as applicable, up-front fee, costs, charges, expenses and other monies whatsoever stipulated as due and payable by the Borrower to the Bank under this Agreement, shall be secured by way of 2^nd pari passu charge on specific fixed assets of the Company related to 2400 MW power project in Jharsuguda (except agricultural land) set up by erstwhile Sterlite Energy Limited (now merged with the Borrower) and / or such other assets, as the Borrower may identify for the same.

6.2 Borrower shall create security, with respect to the Facility, of the properties more particularly described in Schedule II

6.3 Value of the assets on the basis of assets of 2400 MW Jharsuguda Power Project as on 31.03.2013 is Rs. 7394.58 Crores.

6.4 Out of the above, the among others, the Company has created / creating hypothecation by way of 1^st charge in favour of Debenture Trustee in relation to NCDs of Rs. 4500 Crores issued by erstwhile Sterlite Industries (India) Limited.

6.5 Apart from Rs. 4500 Crores NCD, the Company shall not borrow more than Rs. 2900 Crores on the Charged Assets of Rs. 2400 MW Jharsuguda Power Plant including present term loan of Rs. 1000 Crores from Canara Bank.

6.6 Subject to above point no. 6.5, without prior permission of the Bank, the Company shall not create any further charge (1^st / 2^nd charge) on the security charged to the Bank as above, resulting in dilution of Bank’s security coverage.

6.7 Hypothecation of movable fixed assets, in relation to this Agreement, to be completed before disbursement. NOC, if any required from existing charge holders, to be submitted within 90 days from the date of first disbursement.

6.8 Mortgage on land (except agricultural land), in relation to this Agreement, to be put through within 90 days from the date of first disbursement.

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6.9 All the Charged Assets of the company charged to bank shall be fully insured against loss or damages as may be required by the Bank due to any reason whatsoever as the Bank may from time to time stipulate with a reputed insurance company and for such amount as the Bank may consider necessary and that the copies of the insurance policies shall be delivered to the Bank when required by the Bank to do so.

7. SPECIAL COVENANTS

7.1 The Borrower shall make payment of interest and repayment of the instalments of Loan under the Facility on the Due Dates thereof. If the Borrower defaults in payment of interest or installment of Loan to the Bank on the Due Date thereof, the Borrower shall pay penal interest at the rate of 2% p.a. for the period of such default i.e., from the Due Date to the date of actual payment.

7.2 The Borrower hereby agrees and undertakes to adhere and comply with the covenants stated herein till the entire Loan together with all interests, costs, charges, expenses, and all other monies payable under this Agreement is unconditionally and irrevocably paid and discharged in full.

7.3 The Borrower shall maintain adequate books of accounts correctly reflecting its financial position and scale of operations and shall intimate the Bank of any radical changes in its accounting system.

7.4 Subject to the provisions contained herein, the Borrower shall not pay any dividend or interest on Equity except out of the profit, if it is in default of payment of interest or repayment installment to the Bank.

7.5 The Borrower shall furnish information about credit facilities enjoyed by the Borrower from the Banking system, as required under the RBI guidelines.

8. OTHER DOCUMENTS GOVERNING THE FACILITY

The Borrower’s application and all subsequent correspondence with the Bank (hereinafter collectively referred to as “the Borrower’s proposal”) and the Letter of Sanction shall be deemed to constitute the basis of this Agreement and the Facility to be granted by the Bank. The Facility agreed to be granted to the Borrower by the Bank shall be governed by the terms and conditions set out in the Letter of Sanction as if those terms and conditions are specifically incorporated herein. The Borrower further agrees to execute or procure the execution of all other documents and to do all acts, deeds and things as the Bank may require for giving effect to this Agreement and the terms and conditions of the Letter of Sanction. Canara Bank sanction letter PCB-I / CR-235 / 1772/ 2013 dated 30.09.2013 shall form part and parcel of the Term Loan Agreement and if there is any conflict between this agreement and sanction letter, terms of Letter of Sanction shall prevail.

9. REPRESENTATION AND WARRANTIES

The Borrower hereby represents and warrants that the Borrower have assured, confirmed and undertaken to the Bank as follows in order to urge and make the Bank to enter into this Agreement and the other Finance Documents. Each of the following representations, warranties and undertakings shall be deemed to have been made as of the date hereof, as of the Drawdown Date, as of each Interest Payment Date and as of each Repayment Date of the Loan other than those made as of a particular date and shall continue until the Termination Date.

(a) The Borrower is a company duly incorporated and validly existing under the Laws of India and has the power and authority to own its assets and to conduct the Business which it conducts and/ or proposes to conduct.

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b) The execution on behalf of the Borrower of this Agreement has been duly authorised by all necessary corporate action and the execution on behalf of the Borrower of the Security Documents has been validly authorised and the obligations expressed as being assumed by the Borrower hereunder and under the Security Documents constitute and will constitute valid legal and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms.

c) The execution and delivery of this Agreement and the performance or observance of any obligations of the Borrower hereunder will not (i) Conflict with, or result in any breach of, any law, statute, regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement obligation or duty by which it is bound; or (ii) Cause any limitation on any of its powers whatsoever and howsoever imposed, or on the right or ability of its directors to exercise such powers, to be exceeded.

d) The copies certified by the Borrower’s Company Secretary, of the certificate of incorporation and the Memorandum and Articles of Association of the Borrower are true, complete and up to date as in force on the date of this Agreement.

e) Resolutions duly passed at the meeting of the Board of directors and certified by the Company Secretary of the Borrower approving the Borrower availing the Facility from the Bank is valid and in full force.

f) The aggregate of the proposed borrowing together with the existing loan outstandings shall not exceed the limit up to, which the Board of Directors of the Borrower can borrow.

g) The audited profit and loss account of the Borrower for the year ended the 31^st day of March, 2013 were prepared in accordance with applicable generally accepted accounting principles, standards and practices in India consistently applied and give a true and fair view of the results of the operations of the Borrower for that period and the financial position of the Borrower as at that date and to the knowledge of the Borrower, there has been no material adverse change in the business, assets, conditions or operations of the Borrower since that date.

h) To the knowledge of the Borrower, no Event of Default has occurred and is continuing un-remedied at the date of this Agreement and no other event which with the giving of notice and / or lapse of time might constitute an Event of Default has occurred and is continuing un-remedied at the date of this Agreement.

i) All relevant consents, licenses, approvals and authorisations required in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the establishment and continuance of the business activity of the Borrower and the transactions relating thereto have been duly obtained and are in full force and effect.

j) The Borrower shall, so long as the loan or any part thereof remains unpaid, maintain books of accounts and ledgers and other records, documents relating to his business for the purpose and promotion of which the loan has been obtained by him from the Bank and allow inspection thereof by any of the officers authorised by the Bank in this behalf.

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k) The security shall operate as a residuary security for all the monies, indebtness and the liabilities due by the Borrower to the Bank any other accounts and the Bank shall be entitled to adjust the accounts by exercising Banker’s general lien as the Bank deem fit and proper.

10. UNDERTAKINGS

The Borrower hereby irrevocably and unconditionally agrees and undertakes that the Borrower shall:

a) Apply the proceeds of the Loan exclusively for the purposes set forth in the Borrower’s proposal and for no other purpose;

b) The Borrower shall create and perfect the security for the Facility in line with the terms of the sanction.

c) Promptly give the Bank notice in writing immediately upon becoming aware of the occurrence of any Event of Default or other event which with the giving of notice and/ or lapse of time and/ or upon the Bank making the relevant determination, would constitute an Event of Default;

d) Provide the Bank promptly with such other financial information relating to the Borrower as the Bank may from time to time reasonably require; any additional financial or other information related to the Borrower and its Assets shall be submitted as and when called for.

e) Obtain promptly and renew from time to time all relevant authorisations, approvals, consents, licenses and exemptions and effect all filings, registrations and other requirements as may be required under any applicable law or regulation to enable it to perform its obligations under this Agreement or required on its part for the validity or enforceability of this Agreement and other Security Documents.

f) Immediately upon becoming aware of the same, give the Bank notice in writing of all litigations or administrative or arbitration proceedings before or of any court, judicial administrative or governmental authority, arbitrators or other body affecting it which is or are threatened, instituted or commenced and which is or are likely to have a material adverse effect on its business, assets or condition or which is or are likely to adversely affect its ability to perform its obligations under this Agreement,

g) Apart from Rs. 4500 Crores NCD, the Company shall not borrow more than Rs. 2900 Crores on the Charged Assets of Rs. 2400 MW Jharsuguda Power Plant including present term loan of Rs. 1000 Crores from Canara Bank.

h) Subject to above point no. g), without prior permission of the Bank, the Company shall not create any further charge (1^st / 2^nd charge) on the security charged to the Bank as above, resulting in dilution of Bank’s security coverage.

i) Company shall furnish details of the specified assets with value before the documentation.

j) Company shall not utilize the present facility towards capital market / commercial real estate activities.

k) Company shall not utilize the present facility for purposes which are not eligible for Bank Credit like unsecured loans / inter-corporate deposits to its subsidiaries, group companies / entities.

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11. GENERAL CONDITIONS APPLICABLE TO THE FACILITY

a) The Borrower shall maintain records showing utilisation of the amount drawn out of the Facility, progress of its operations and financial conditions of the Borrower and such records shall be open to examination by the Bank and their representatives authorised in this behalf by the Bank.

b) The Borrower shall allow the Bank to make inspection of its offices;

c) Duly Certified Board Resolutions on Borrowing Power to be submitted to the Bank.

d) Charge on assets to be filed with RoC within 30 days from the date of execution of the respective security documents and extract of register of charges to be produced to the Bank within 30 days from the date of execution of loan documents.

e) Bank may revoke in part or in full or withdraw / stop financial assistance, at any stage, without any notice or giving any reasons for any purpose whatsoever.

12. OBLIGATIONS OF THE BORROWER

a) The Borrower shall carry out its operations with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and business practices.

b) The Borrower shall maintain its corporate existence and the right to carry on its operations and promptly inform the Bank of any resolution passed / intended to be passed by the Borrower for its voluntary winding up or if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Companies Act, 1956 or adversely affecting the title to the properties of the Borrower or if a receiver is appointed of any of its properties or business or undertaking.

c) The Borrower shall promptly notify the Bank of any event, circumstance or condition including any labour strikes, lockouts, shut downs, fires or other similar happenings which materially or adversely affects or might affect the Borrower or its businesses and operations, with an explanation of the reasons thereof.

d) The Borrower shall promptly inform the Bank of any material loss or damage which the Borrower may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest, or typhoon, etc. against which the Borrower may not have insured its properties.

e) The Borrower shall not induct a person who is a director on the Board of a company which has been identified as a “wilful defaulter” and that in case, such a person is found to be on the Board of the Borrower, it shall take expeditious and effective steps for removal of that person from its Board.

13. EVENTS OF DEFAULT

Occurrence of one or more of the following events will, at the option of the Bank, constitute an event of default hereunder:

a) Failure of the Borrower to pay on the Due Date upon which any amount is due and payable pursuant to this Agreement whether by way of interest, principal or any other sum stated as payable under this Agreement and such default continues for a period of 7 days; or

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b) If the Borrower commits any breach or omit to observe any of its covenants, obligations or undertakings under this Agreement (other than failure to pay any amount due under this Agreement) and in respect of any such breach or omission which is capable of being remedied, such breach or omission is not remedied within a period of 30 days from the date of intimation of the same by the Bank; or

c) If any representation or warranty made by the Borrower in or pursuant to this Agreement, or in any notice, certificate, instrument or statement contemplated by or made or delivered pursuant to this Agreement is incorrect; or

d) If any other borrowings of the Borrower is not paid when due or is likely to become prematurely payable or capable of being prematurely declared payable or if steps are taken to enforce any security for such indebtedness and such default continues for 30 days; or

e) The Borrower ceases or threaten to cease carrying on all or substantially all of its operations and such default continues for 30 days; or

f) If the Borrower becomes insolvent or is unable to pay its debts or enter into dealings with any of its creditors with a view to avoiding, or in expectation of, insolvency, or stops or threatens to stop payments generally or a receiver is appointed over or any encumbrancer takes possession of any of the assets of the Borrower charged to the bank and not disputed by the borrower within 30 business days of proper receipt of notice thereof; or

g) Any material adverse change occurs, in the opinion of the Bank, in the financial condition, results of operation or business of the Borrower and such default continues for 30 days; or

i) It becomes unlawful or impossible for the Bank to make, maintain or fund the Facility as contemplated in this Agreement or any of the obligations expressed as being assumed by the Borrower under this Agreement ceases to be valid, legal and binding and enforceable against the Borrower in accordance with its terms and such default continues for 30 days; or

j) The Government of India or any Competent Authority takes, or states officially that it intends to take, any step with a view to the seizure, expropriation, nationalisation or acquisition of all or substantially all of its assets;

15. CONSEQUENCES OF DEFAULT

15.1 No further drawing may be made after the occurrence of an “Event of Default” (whether or not notice shall have been given by the Borrower of such event of default) and the Bank shall be entitled to declare that an Event of Default has occurred at any time after the occurrence of any of the events specified in section 14 by giving a written notice to the Borrower and to demand immediate payment of the Loan outstanding under the Facility and all interest accrued and all other sums payable pursuant to this Agreement, whereupon the same shall become immediately due and payable and the Borrower shall immediately pay the same to the Bank.

15.2 In the event that the Loan shall be declared immediately due and payable as stated above the Borrower shall reimburse the Bank for all losses and expenses incurred by the Bank in consequence of the Event of Default and / or of the acceleration of the Loan. The certificate of the Bank as to the amount of such losses and expenses shall in the absence of manifest error be conclusive.

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15.3 The Borrower agrees that in the event of the Borrower committing default in repayment of the loan and/or payment of interest thereon on Due Dates the Bank shall have an unqualified right to disclose the name of the Borrower and its Directors to the Reserve Bank of India (RBI). The Borrower hereby gives its consent to the Bank and / or RBI to publish its name and the names of its Directors as defaulters in such manner and through such medium as the Bank / RBI may in their absolute discretion think fit including publication of Borrower’s and its Directors names in the newspapers.

15.4 On the happening of any of the Events of Default and so long as such default continues, the Borrower shall not, without the prior written approval of the Bank declare or pay any dividend to any of its shareholders.

15.5 On declaring the principal of and all accrued interest on the Loan and other amounts due under the Finance Documents to be immediately due and payable by the Borrower, subject to provisions contained herein, the Borrower shall be liable to pay the entire outstanding under the Facility forthwith and the Security created in terms of the Security Documents shall become enforceable and the Bank shall have, including without limitation the following rights (anything in this Facility Agreement notwithstanding), namely:

(i) To enter upon the Borrower’s premises and take possession of the Tangible Fixed Assets charged to the Bank;

(ii) Take possession of the Charged Assets and to sell, assign or otherwise liquidate or direct to sell, assign or otherwise liquidate, any or all of the Charged Assets in such manner, at such time, at such place or places and on such terms as the Bank may, determine in its absolute discretion and apply the proceeds of any such sale or liquidation towards repayment of the Borrower’s obligations to the Bank;

15.7.1 Any expenses incurred by the Bank after an Event of Default has occurred, in connection with preservation of the Charged Assets (whether then or thereafter existing), collection of amounts due under this Agreement shall be payable by the Borrower.

16. PAYMENTS

16.1 All payments to be made under this Agreement shall be made in the same currency in which the loan is availed, in immediately available funds during normal banking hours on the Due date. Subject to the provisions of this Agreement if any sum falls due for payment under this Agreement on a day which is not a Business Day such payment shall be made on the immediately preceding Business Day.

16.2 Subject to provisions contained herein, all sums payable by the Borrower under this Agreement shall be paid in full without any set-off or counter-claim and free and clear of and without any deduction or withholding whatsoever.

16.3 All payments to be made by the Borrower under this Agreement shall be made to the Bank at its Prime Corporate Branch – 1, Mumbai or at such other office as the Bank may notify to the Borrower from time to time.

16.4 The Bank shall have the right without notice or demand to set off any sums held to the credit of the Borrower in the books of the Bank against any sum due by the Borrower hereunder.

17. APPROPRIATION OF PAYMENTS

17.1 The Borrower agrees, declares and confirms that notwithstanding any of the provisions of the Contract Act, or any other law, or any terms and conditions to

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the contrary contained in this Agreement any payment made by the Borrower to the Bank shall unless otherwise agreed to by the Bank in writing be appropriated by the Bank in the following order:

h) Interest on costs, charges, expenses and other monies;

ii) Costs, charges, expenses and other moneys due and payable or becoming due and payable to the Bank;

iii) Interests due and payable and / or accruing due and payable to the Bank;

iv) Prepayment Premium and

v) Lastly, towards repayment of the amount of any instalment(s) of principal sum due and payable or becoming due and payable to the Bank.

All the aforesaid amount having become due and payable and/or becoming due and payable by the Borrower to the Bank under this Agreement whether the recovery thereof has or has not become barred by any law in force for the time being as to the limitation of suits.

17.2 Notwithstanding anything contained in Section 17.1 above, the Bank may, in its absolute discretion, appropriate in any manner, such payment towards the dues, if any, and payable by the Borrower under any other Financing Document to the Bank.

18. CONSENT FOR DISCLOSURE OF INFORMATION

18.1 The Company understand that as a precondition relating to grant of the loan, Canara Bank requires their consent for the disclosure by the Bank all information and Data relating to them, including default, if any, committed by them but not limited to History and Ownership status, details of security etc. pertaining to the credit facility availed, to any Bank/Banks/FIs who are lenders under this Multiple Banking Arrangement/Banks/FIs who may join as Lenders under this arrangement in future.

Accordingly, Company hereby agree, confirm and give consent for disclosure by Canara Bank all or any such information and data relating to them including default, if any, committed by them, but not limited to History and Ownership status, details of security etc. pertaining to the credit facility availed, to any Bank/Banks/FIs who are lenders under this Multiple Banking Arrangement/Banks/FIs who may join as Lenders under this arrangement in future as Canara Bank may deem appropriate and necessary. Further Canara Bank shall also be entitled to disclose information etc. as stated above to any person as may be required / specified by applicable laws. The disclosure as stated above may be made/released in any form (including electronic, media) with such details (including photographs) as may be deemed fit by Canara Bank.

Further, the Company hereby undertakes and confirms that they shall not raise any dispute in whatsoever manner regarding the disclosure of information/data as aforesaid by Canara Bank to any Bank/Banks/FIs who are lenders under this multiple banking arrangement/Banks/FIs who may join as Lenders under this arrangement in future.”

18.2 The Borrower hereby declares that the information and data furnished by the Borrower to the Bank are true and correct.

18.3 The Borrower hereby agrees that the Credit Information Bureau (India) Limited and any other agency so authorised may use, process the said information and data disclosed by the Bank in the manner as deemed fit by them; and the Credit Information Bureau (India) Limited and any other agency so authorised may

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furnish for consideration, the processed information and data or products thereof prepared by them, to Banks or financial institutions and other credit grantors or registered users, as may be specified by the Reserve Bank in this behalf.

19. NOTICES

19.1 Any notice or other communication required to be given -

a) To the Bank under this Agreement shall be addressed and delivered at Prime Corporate branch – 1, Cuffee Parade, Mumbai – 400 005.

b) To the Borrower under this Agreement shall be addressed and delivered to the Borrower at its office at C -101, Business Square, Solitaire Corporate Park, Chakala, Andheri (E), Mumbai-400093 marked for attention of Head Treasury or such other officer as the Borrower may designate from time to time.

19.2 The Bank shall be entitled to act upon (and the Borrower shall be bound accordingly by) any notice or other communication believed by the Bank to be given or made by the person or persons duly authorised by the Borrower to give or make the same.

19.3 All notice to be given hereunder may be given:

(a) By ordinary prepaid mail to the addresses identified with the signatories of the parties hereto unless one party by 15 days’ notice to the other shall specify another address and shall be deemed to have been received on the day upon which in the ordinary course of mail it should have been received; or

(b) By facsimile to the fax number identified with the signatories of the parties hereto (unless one party by 15 days’ notice to the other shall specify another fax number) effective upon transmission.

20. ASSIGNMENT

20.1 The Borrower shall not assign or transfer any of its rights or obligations under this Agreement except with the prior written consent of the Bank.

20.2 The Bank may, at any time assign or transfer all or any of its rights and benefits in respect of the Facility to any scheduled bank or a financial institution without seeking any further consent from the Borrower. The Bank will however not assign their rights and benefits in respect of the Available Commitment without the prior written consent of the Borrower.

20.3 The Bank shall have the right to securitise the Outstandings under the Facility without any further reference to the Borrower regarding the said securitisation.

20.4 The Bank may disclose to any actual or potential assignee or transferee, who may otherwise enter into contractual relations with the Bank in relation to this Agreement or with the Borrower for any financial assistance, such information about the Borrower or this Agreement or the Facility as the Bank shall consider appropriate.

21. WAIVERS - REMEDIES CUMULATIVE

No failure or delay by the Bank in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right power or privilege preclude any further exercise of the same or the exercise of any other right power or privilege. The

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rights and remedies provided under this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

22. Governing Law and Jurisdiction

22.1 This agreement shall be governed by and construed in accordance with the Laws of India. For the exclusive benefit of the Bank all the parties hereto hereby irrevocably agree that the courts in Bhubneshwar are to have jurisdiction to settle any dispute, which may arise out of or in connection with this agreement and that accordingly any suit, action or proceeding (together in this clause referred to as ‘Proceedings’) arising out of this agreement may be brought in such courts.

22.2 Nothing contained in this clause shall limit the right of the Bank to take any other proceedings otherwise than through court of law or proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdiction, preclude the taking of any other proceedings in any other jurisdiction whether concurrently or not.

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Schedule I

Date of Repayment	Repayment as % of Loan			Cumulative Repayment as % of Loan
At the end of 15th month from the date of first disbursement		6.25	%		6.25	%
At the end of 18th month from the date of first disbursement		6.25	%		12.50	%
At the end of 21st month from the date of first disbursement		6.25	%		18.75	%
At the end of 24th month from the date of first disbursement		6.25	%		25	%
At the end of 27th month from the date of first disbursement		6.25	%		31.25	%
At the end of 30th month from the date of first disbursement		6.25	%		37.50	%
At the end of 33rd month from the date of first disbursement		6.25	%		43.75	%
At the end of 36th month from the date of first disbursement		6.25	%		50	%
At the end of 39th month from the date of first disbursement		6.25	%		56.25	%
At the end of 42nd month from the date of first disbursement		6.25	%		62.50	%
At the end of 45th month from the date of first disbursement		6.25	%		68.75	%
At the end of 48th month from the date of first disbursement		6.25	%		75	%
At the end of 51st month from the date of first disbursement		6.25	%		81.25	%
At the end of 54th month from the date of first disbursement		6.25	%		87.50	%
At the end of 57th month from the date of first disbursement		6.25	%		93.75	%
At the end of 60th month from the date of first disbursement		6.25	%		100	%

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Schedule II

Description of Immovable Properties

List of Leased Land

SI.No.	Name of the village	Area (Ac.)			Deed No.& Date
		Pvt	Govt.	Total
1	Brundamal	45.69	1.58	47.27	10861103662/22.09.2011
2	Brundamal		5.10	5.10	1997/17.07.2009
3	Banjari		24.48	24.48
4	Kurebaga		1.82	1.82
5	Brundamal		0.78	0.78	10861003994/06.10.2010
6	Banjari	236.82	0	236.82	3085/13.12.2006
7	Banjari	0.18	0	0.18	1994/17.07.2009
8	Kurebaga	27.61	0	27.61	2200/07.08.2007
9	Katikela		26.96	26.96	10861301095/11.04.13
10	Jharsuguda T.U-4		80.20	80.20	10861104281/18.11.2011
11	Jharsuguda T.U-5		81.32	81.32	10861301431/15.05.2013
12	Jharsuguda T.U-8		1.60	1.60	10861003992/06.10.2010
	Total	310.30	223.84	534.14

List of Owned lands

SI.No.	Name of the village	Deed No.& Date	Non agriculture land (in Ac.)
1	Jharsuguda Town Unit-5	10861102529/23.06.2011	5.98
		10861101629/25.04.2011	8.71
2	Jharsuguda Town Unit-4	10861102708/04.07.2011	0.50
		10861102525/23.06.2011	0.60
		10861102632/29.06.2011	0.65
		10861102571/25.06.2011	0.70
		10861102627/29.06.2011	1.70
		10861102578/25.06.2011	2.18
3	Jharsuguda Town Unit-8	10861101631/23.04.2011	6.08
		10861102585/25.06.2011	0.60
4	Brundamal	10861200529/10.02.2012	0.07
		10861200528/10.02.2012	0.07
5	Bhurkamunda	10861100564/09.02.2011	6.58
		10861101281/25.03.2011	1.58
6	Jharsuguda Town Unit-3	10861101630/25.04.2011	11.58
		10861102527/23.06.2011	3.37
		10861102634/29.06.2011	0.74
		10861102663/01.07.2011	0.61
		10861102636/29.06.2011	4.44
7	Katikela	10861004603/25.11.2010	93.25
		10861004584/25.11.2010	5.58
		10861004583/25.11.2010	1.50
		10861102351/13.06.2011	0.78
		10861102356/13.06.2011	1.91
		10861102360/13.06.2011	109.06
		10861103390/23.08.2011	14.68
		10861100564/09.02.2011	9.57
		10861101663/26.04.2011	7.31
	Total		300.37

18

Description of Movable Properties

The whole of the Borrower’s tangible movable fixed assets including movable plant and machinery, machinery spares, tools and accessories, fixtures, mechanical and electrical equipments, machinery and all other movable fixed assets, both present and future, of Jharsuguda Power Plant, whether installed or not and whether now lying loose or in cases or which are now lying or be stored in or around and shall during the continuance of these Presents be brought into or upon or be stored or be in or in the Borrower’s premises, godowns and/or wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transit or in high seas or on order or delivery and all the intangible moveable fixed assets of the Jharsuguda Power Plant of the Borrower.

19

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed on the day month and year first herein above written.

SIGNED AND DELIVERED by the within named SESA STERLITE LIMITED, pursuant to the Resolution passed by Board of Directors in their meeting held on the August 29, 2013, by the hand of Mr. DEEPAK KUMAR and Mr. MANOJ KR. AGARWAL authorized officials of the Borrower Company.

THE COMMON SEAL OF THE within named SESA STERLITE LIMITED has been hereto affixed pursuant to the Resolution passed by Board of Directors in their Meeting held on the August 29, 2013 in the presence of Mr. P. K. Mukherjee, Executive Director and Mr. C. D. Chitnis, Company Secretary, of the Company who has subscribed his signature hereto.

Signed by RITIKA CHOUDHARY and as such one of the Authorised Officers of the CANARA BANK, for and on behalf of the said Bank

/s/ Deepak Kumar

/s/ Manoj KR. Agarwal

/s/ P.K. Mukherjee

/s/ Ritika Choudhary

20

EX-4.29

Exhibit 4.29

[One Hundred Rupee Stamp]

Dated 20/06/2008

Vedanta Aluminium Limited	(1)
as Borrower
ICICI Bank Limited as Arranger	(2)
The Banks and Financial Institutions (listed in Schedule 1) as Original Lenders	(3)
ICICI Bank Limited as Agent	(4)

US$100,000,000

Facility Agreement

[One Hundred Rupee Stamp]

This stamp paper forms an integral part of the Facility Agreement dated 20/06/2008 for US$ 100,000,000

[One Hundred Rupee Stamp]

NEGATIVE LIEN UNDERTAKING

ICICI Bank Limited

9 Raffles Place,

# 50-01 Republic Plaza

Singapore-048619

Dear Sirs :

We, VEDANTA ALUMINIUM LIMITED, a Company within the meaning of the Companies Act, 1956 and having its Registered Office at Vedanta 75, Nehru Road, Vile-Parle (East), Mumbai - 100 099 (hereinafter referred to as the “Borrower”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns] refer to the Facility Agreement dated 20/06/2008 (hereinafter referred to as “Facility Agreement”, which term includes any amendment thereto from time to time) entered into with you governing the External Commercial Borrowing Facility of USD 100.0 million (“Facility”) agreed to be provided by you to us.

Capitalised terms used but not defined herein shall have the meaning assigned to them in the Facility Agreement.

In consideration of your having agreed to grant us the Facility in terms of the Facility Agreement, we do hereby unconditionally and irrevocably undertake to you that we shall

1

not, without your prior written consent, sell, transfer, assign, dispose of, mortgage, charge, pledge or create any lien, or in any way encumber -

(i) any of our moveable and / or immoveable properties relating to the Project, both present and future, excluding the assets listed in the Annexure (Part B) herein which are mortgaged/hypothecated and charged in favour of ICICI Bank

(ii) any moveable and / or immoveable properties to be acquired by us in future, whether as sole or joint owner;

so long as any money is due and payable under the Facility Agreement and till our obligations under the aforesaid Facility Agreement are discharged in full.

We hereby undertake to create Security on the aforesaid properties when instructed by you at a future date to secure our obligations under the Facility Agreement.

Yours faithfully,

Dated at          on this 20^th day of JUNE, 2008.

Yours faithfully,

/s/ Somani D.J.

VEDANTA ALUMINUM LIMITED

2

ANNEXURE

(PART A) (Description of properties located at Jharsuguda)

MOVEABLE PROPERTIES

The whole of the Borrower’s moveable properties (save and except current assets) including its movable plant and machinery, machinery spares, tools and accessories, non - trade receivables and other movables, both present and future, whether in the possession or under the control of the borrower or not, whether installed or not and whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of these presents be brought into or upon or be stored or be in or about all the Borrower’s factories, premises and godowns situated at Jharsugudha (Aluminium Project of 500,000 TPA alongwith 1215 MW coal based thermal power plant), Jarsugudha district, Orissa or wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transit or on high seas or on order or delivery (the “Moveable Properties”, which expression shall, as the context may permit or require, mean any or each of such Moveable Properties)

IMMOVEABLE PROPERTIES

All the piece and parcel of land, building and structures theron, both present and future situated at Jharsugudha (Aluminium Project of 500,000 TPA alongwith 1215 MW coal based thermal power plant), Jarsugudha district, Orissa

(PART B)

Capital goods imported for the Project (Aluminium Project of 500,000 TPA alongwith 1215 MW coal based thermal power plant) totaling to an amount of Rs. 15.00 billion which are mortgaged / hypothecated and charged in favour of ICICI Bank

3

Date

Annexure C

Statutory auditor’s Certificate

To

ICICI Bank Limited,

(Address)

Dear Sirs,

We have physically verified the Register of Members of Vedanta Aluminium Limited (“the Company”) and share certificates held by Vedanta Resources plc (through its Special Purpose Vehicle/Subsidary Twinstar Holdings Limited), the Promoters and Shareholders of the Company.

We hereby certify that as on                      Vedanta Resources plc (through its Special Purpose Vehicle/Subsidary Twinstar Holdings Limited), the Promoters and Shareholders of the Company, continue to hold directly or indirectly                      no. equity shares of the Company, more particularly detailed in the Annexure hereto, which constitutes     % of the paid-up equity share capital of the Company and such shares have not been transferred, assigned, disposed of, pledged, charged or encumbered by them in any manner whatsoever which will reduce or will have the effect of reducing combined holding of the abovementioned Promoters and shareholders in the paid-up equity shares in the Company below 51% of the paid-up equity shares of the Company.

Yours faithfully,

For VEDANTA ALUMINIUM LIMITED

/s/ Somani D.J.

Statutory Auditors of the Company

•     Please fill up date of Company’s last financial year.

6

Contents

Clause		Page
1	DEFINITIONS AND INTERPRETATION		1
2	THE FACILITY		12
3	PURPOSE		13
4	CONDITIONS OF UTILISATION		13
5	UTILISATION		15
6	REPAYMENT		16
7	PREPAYMENT AND CANCELLATION		16
8	INTEREST		21
9	INTEREST PERIODS		22
10	CHANGES TO THE CALCULATION OF INTEREST		23
11	FEES		24
12	TAX GROSS UP AND INDEMNITIES		24
13	INCREASED COSTS		27
14	OTHER INDEMNITIES		28
15	MITIGATION BY THE LENDERS		30
16	COSTS AND EXPENSES		30
17	REPRESENTATIONS		31
18	INFORMATION UNDERTAKINGS		36
19	FINANCIAL COVENANTS		39
20	GENERAL UNDERTAKINGS		42
21	EVENTS OF DEFAULT		47

22	CONSEQUENCES OF EVENTS OF DEFAULT	51
23	CHANGES TO THE LENDERS	52
24	CHANGES TO THE BORROWER	56
25	ROLE OF THE AGENT AND THE ARRANGER	56
26	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	62
27	SHARING AMONG THE FINANCE PARTIES	63
28	PAYMENT MECHANICS	64
29	SET-OFF	67
30	NOTICES	67
31	CALCULATIONS AND CERTIFICATES	69
32	PARTIAL INVALIDITY	69
33	REMEDIES AND WAIVERS	69
34	AMENDMENTS AND WAIVERS	70
35	COUNTERPARTS	70
36	GOVERNING LAW	71
37	ENFORCEMENT	71
Schedule 1 Original Lenders		72
Schedule 2 Conditions		73
Schedule 3 Utilisation Request		78
Schedule 4 Form of Transfer Certificates		80
Schedule 5 Form of Compliance Certificates		83
Schedule 6 Timetables		85
Schedule 7 Repayment Schedule		86
Schedule 8 Existing and Permitted Encumbrances		87

THIS AGREEMENT is dated                      and made between:

(1) VEDANTA ALUMINIUM LIMITED, a company incorporated under the laws of India with its registered office at Vedanta 75, Nehru Road, Vile- Parle (East), Mumbai-400099, India (the “Borrower”);

(2) ICICI BANK LIMITED, a bank Incorporated under the laws of India with its registered office at Landmark, Race Course Circle, Vadodara 300 007, Mumbai, India and acting through its Singapore branch, having a place of business at 9 Raffles Place # 00-01, Republic Plaza, Singapore 048619 (in this capacity, the “Arranger”);

(3) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) as lenders (the “Original Lenders”); and

(4) ICICI BANK LIMITED, a bank incorporated under the laws of India with its registered office at Landmark, Race Course Circle, Vadodara 390 007, Mumbai, India and acting through its Singapore branch, having a place of business at 9 Raffles Place # 50-01, Republic Plaza, Singapore-046619, as agent of the Finance Parties (in this capacity, the “Agent”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Authorisation” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarization, order, lodgement or registration, and, if the same is conditional, the compliance with all the conditions stipulated therein; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

“Availability Period” means the period from and including the date of this Agreement to the later of the date falling three Months after such date on 30 September 2008;

1

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of the participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Average Utilisation Date” means, in relation to the Facility, the date falling on the last date of the Weighted Average Period, where:

(a) in relation to each team, the number of days from and including the date of the Facility Agreement and excluding the Utilisation Date for that Loan to its “Utilisation Period”;

(b) in relation to each Loan, its Utilisation Period multiplied by its amount of that Loan is its “Weighted Utilisation Period”; and

(c) in relation to all Loans, the aggregate of their Weighted Ulitisation Period divided by the aggregate value of all the Loans is the “Weighted Average Period” for the Facility.

The Average Utilisation Date shall be calculated as of the expiry of the Availability Period or the date on which no further Utilisation are possible, whichever is earlier. If the Average Utilisation Date is required to be calculated at any time prior to other of the times specified in the previous sentence, the calculation shall be made by reference to the Loans that exist at this time:

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received pursuant to the terms of the Agreement for the period from the date of receipt of all or any part of the principal amount of its participation in a Loan or Unpaid Sum to the last day of the current interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received been paid on the last day of that interest Period;

exceeds:

(b) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current interest Period;

2

“Borrower Group” means the Borrower and each of its Subsidiaries;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

(a) in relation to determination of a “Quotation Day” and for making any payment to the Finance Panlea, Singapore and London; and

(b) for all other purposes, Singapore and India;

“Commitment” means:

(a) in relation to an Original Letter, the amount net opposite its name under the heading “Commitment” in Schedule 1 (Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate);

“Control” means, in relation to an entity, the power to direct the management and policy decision of that entity and/or to appoint the majority of directors on the board of that entity, whether through the ownership of voting share capital, by contract or any other means whatsoever;

“Corporate Guarantor” means the English law guarantee given by the Guarantor in favour of the Finance Parties dated on or about the date of this Agreement;

“Default” means an Event of Default or any event or circumstance which would (with the expiry of any grace period, the giving of notice, the passage of time, the making of any determination under the Finance Documents or the satisfaction of any applicable condition (or any combination of any of the foregoing)) be an Event of Default;

“ECB” means the external commercial borrowings availed by a person resident in India, from a non-resident lender in accordance with the ECB Guidelines;

“ECB Guidelines” means the Master Circular an External Commercial Borrowing and Trade Credits dated July 2, 2007 issued by RBI read together with Section 6(3)(d) of the Foreign Exchange Management Act, 1999 and regulation 6 of Notification No. FEMA 3/2000-RB dated 3 May 2000, as amended, modified or replaced from time to time;

3

“Event of Default” means any event of circumstance specified as such in Clause 21 (Events of Default);

“Existing Encumbrances” means the Security described in Part A of Schedule B (Existing and Permitted Encumbrances);

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any Finance Party and the Borrower selling out any of the fees referred to in Clause 11 (Fees);

“Final Repayment Date” means the date falling 72 Months after (but not including) the Average Utilisation Date;

“Finance Document” means this Agreement, the Fee Letter(s), any Transfer Certificate, any Security Document, the Promoters’ Non-Disposal Undertaking all agreements, instruments, undertakings, indentures, deeds, writings and any other document (whether financing or security or otherwise) executed or entered into, or to be executed or entered into, by the Borrower or, as the case may be, any other person, in relation, or performing to the transactions contemplated by, or under this Agreement and shall include any documents designated as such by the Agent without reference to any other Finance Party;

“Finance Party” means the Agent, the Arranger, the Security Trustee or any of the Lenders and “Finance Parties” means all of them;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) monies borrowed;

(b) any amount raised under any acceptance credit, bill acceptance or bill endorsement facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) line amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a Finance or capital lease;

4

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares which are expressed to be redeemable;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(j) any liabilities contracted by whatever means; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above;

“First Utilisation Date” means the date on which the first Loan is made under this Agreement;

“GAAP” means, in relation to any corporation, generally accepted accounting principles in the jurisdiction of its incorporation;

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organization established under any law or regulation);

“Guarantor” means Vedanta Resources Plc (Company number: 04740415), a company incorporated under the laws of England and having its registered address at Hill House, 1 Little New Street, London, EC4A 3TR, United Kingdom

“Guarantor Group” means the Guarantor and each of its Subsidiaries;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature;

“Information Memorandum” means the document, if any, prepared or to be prepared in relation to this transaction by the Arranger, in consultation with the Borrower, for distribution to

5

banks and financial institutions and seeking their participation in the Facility, whether as an Original Lender or as a Lender.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest);

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 23 (Changes to the Lenders).

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LIBOR” means, in relation to any Loan or Unpaid Sum:

(a) the applicable Screen Rate; or

(b) (If no Screen Rate is available for US Dollars LIBOR for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market.

as of the Specified Time on the Quotation Day for the offering of deposits in US Dollars LIBOR for an amount comparable to that Loan or Unpaid Sum and for a period comparable to the relevant Interest Period;

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Majority Lenders” means:

(a) If there are no Loans than outstanding, a Lender or Lenders whose Commitments aggregates to 66 ²⁄₃% or more of the Total Commitments (or, if the Total Commitments have been reduced to zone, aggregated to 66 ²⁄₃% or more of the Total Commitments immediately prior to the reduction); or

(b) at any other time, a Lender or Lenders whose participations in the Loans than outstanding aggregate 66 ²⁄₃% or more of all the Loans than outstanding;

“Margin” means 2.40 per cent per annum;

6

“Material Adverse Effect” means the effect or consequence of any event or circumstance which is or is likely to be:

(a) adverse to the ability of the Borrower or any other person (excepting each Finance Party) to perform or comply with any of their respective obligations under any Finance Documents in accordance with their respective terms;

(b) prejudicial in any of the bustresses, operations, property, proposals, condition (financial or otherwise) or prospects of the Borrower or any other person (excepting each Finance Party) who is party to any Finance Document; or

(c) prejudicial to the validity, legally or enforceability of any Finance Document in relation to the Borrower or any other person (excepting each Finance Party) who is party to any Finance Document;

“Maximum Lending Rate” means 2 per cent above the applicable interest rate for the Facility as specified in Clause 8.1 (Calculation of Interest);

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) If the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) If there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period;

“Negative Lien Undertaking” means the negative lien undertaking (in form and substances satisfactory to the Agent), dated on or about the date of the Agreement from the [Borrower] to the Agent pursuant to which the Borrower undertakes not to [dispose of the present and future assets of the Jharsuguda Project of the Borrower, other than the assets amounting to no more than 15,000,000,000 Rupees charged in favour of ICICI bank and other lenders as of the date of this Agreement]

“New Lender” has the meeting given in it in Clause 23.1 (Assignments and transfers by the Lenders);

“Obligor” means the Borrower, the Guarantor, any other person who is a party to a Security Document (excluding any Finance Party) and/or any other person who may provide a guarantee, an indemnity, undertakings or any form of Security to secure any of the obligations of the Borrower under or pursuant to any Finance Document;

7

“Original Financial Statements” means, In relation to any Obligor, its audited consolidated financial statements for the financial year ended 31 March 2007;

“Party” means a party to this Agreement;

“Permitted Borrowings” means the aggregate of the Financial indebtedness incurred by the Borrower Group, such aggregate not to exceed the total Equity (as defined in Clause 19 (Financial covenants)) of the Borrower at any time;

“Permitted Encumbrances” means the Security described in Part B of Schedule 9 (Existing and Permitted Encumbrances);

“Project” means the greenfield aluminium project along with the construction and completion of the 1,215 MW coal based thermal power plant at Jhersuguda, Orissa;

“Promoters” means Vedanta Resources Plc and Sterlite Industries (India) Limited;

“Promoter Group” means the Promoter and each of its Subsidiaries;

“Promoters’ Non-Disposal Undertaking” means the undertaking relating to the non-disposal of Control of, and share capital in, the Borrower, provided by the Promoters in favour of the Agent and dated on or about the date of this Agreement;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days);

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 of India;

“Reference Banks” means, in relation to LIBOR, the principal London offices of Standard Chartered, HSBC and Barclay’s or such other banks as may be appointed by the Agent. In consultation with the Borrower;

“Relevant Interbank Market” means the London interbank market;

“Relevant Percentage” means 51 per cent;

“Repayment Date” means any repayment date set out in Schedule 7 (Repayment Schedule);

“Repayment Instalment” means any repayment instalment set out in Schedule 7 (Repayment Schedule);

8

“Repeating Representations” means each of the representations net out in Clause 17 (Representations);

“Rupees” means the lawful currency for the time being of India;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period and amount displayed on page 3730 of the Dow Jones Tolerate screen. If this, service cases to be available, the Agent may, without reference to any other Finance Party, specify another service displaying the appropriate rate after cancellation with the Borrower and the Lenders or the rate of Interest would be with reference to the Lender’s cost of funds;

“Security” means a mortgage, charge, pledge, hypothecation, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement (including any title retention or other arrangements) having a similar effect;

“Security Documents” means:

(a) the Corporate Guarantees

(b) the Negative Lien Undertaking;

(c) any other document created from time to time which may create or evidence any Security to be provided by any person as security for any of the Borrower’s obligations under any Finance Document; and

(d) any document designated as such from time to time by the Agent without reference to any other Finance Party;

“Specified Time” means a time determined in accordance with Schedule 8 (timetables);

“Subsidiary” means a subsidiary as defined under Section 1 of the Companies Act, 1956 of India;

“Syndication Date” shall mean the date, if any, notified by the Lenders to the Borrower in writing as the Syndication Date;

“Tax” means any tax, levy impost, duty or other charge or withholding of a similar nature (including any penalty or interest, payable in connection with any failure to pay or any delay in paying any of the same);

“Third Parties Act” means the Contracts (Rights of Thirst Parties) Act 1999;

“Total Commitments” means the aggregate of the Commitments being US$100,000,000 as at the date of this Agreement;

9

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certifications) or any other form as determined by the Agent without reference to any other Finance Party;

“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“US Dollar” or “US$” means the lawful currency for the time being of the United States of America;

“Utilisation” means a utilization of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is made or is to be made; and

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Arrangement to:

(i) the “Agent” the “Security Trustee” the “Arranger”, any “Lender”, any “Finance Party”, the “Borrower”, any “Obligor, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted assigns including persons taking by novation;

(ii) an “agency” includes any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) “associates” of any Promoter shall mean:

(A) where the Promoter is a natural person, his or her “relatives” as defined under Section 6 of the Companies Act, 1956 of India; and

10

(B) any company, body corporate, firm or association of persons in which that Promoter owns, directly or beneficially, jointly or severally more than 51% of voting share capital or has the power to direct its management and policies, directly or indirectly, whether through the ownership of voting share capital, by contract or alternative;

(v) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document on behalf of that other person;

(vi) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated or supplemented including any waiver or consent granted in respect of any term of any Finance Document;

(vii) a “guarantee” also includes an Indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscriptions for shares or other securities, the purchase of assets or services or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and “guaranteed” and “guarantor” shall be construed accordingly);

(viii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(x) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xi) a law or a provision of law is a reference to that law or, as applicable, that provision as amended or re-enacted; and

(xii) a time of day is a preference to Singapore time unless otherwise stated.

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(b) Clause and Schedule headings are for ease of reference only and shall not affect the interpretation of any term of this Agreement.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default is “continuing”). If it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

(e) Reference to the words “include” or “including” shall be construed without limitation.

(f) In the event of any disagreement or dispute between Finance Party and the Borrower regarding the materially of any matter including any event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, emission, claims, breach, default or otherwise, the opinion of the Agent acting on the instructions of Majority Lenders as to the materially of any of the foregoing shall be final and binding on the Borrower.

(g) Words importing the singular number shall include the plural and vice versa.

1.3 Third Party Rights

(a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced and enjoyed only by a party to it and the operation or the Third Parties Act is excluded.

(b) Notwithstanding any provision of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to vary, reached or terminate that Finance Document.

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available during the Availability Period to the Borrower a US Dollar term loan facility up to an aggregate amount not exceeding that Total Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform the obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance

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Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor, whether such debt was originally contracted as such or was acquired from another Finance Party by a transfer. In whole or in part, from such other Finance Party of the debt due to it by the Obligor, shall be a separated and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3. PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards the financing of the Project in accordance with all applicable laws and regulations.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4 CONDITIONS OF UTILISATION

4.1 Initial condition precedent

Subject to Clause 4.5(a) (Change of terms prior to the First Utilisation Request), the Borrower shall not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in, and appearing to comply with, the requirements of Part I to Schedule 2 (Conditions precedent to Initial Utilisation) and, in relation to the second and all subsequent Utilisations, Part II to Schedule 2 (Conditions precedent to second and subsequent Utilisations), in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being as satisfied.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the relevant Utilisation Request and on the relevant proposed Utilisation Date:

(a) No Default has occurred and is continuing or would occur as a result of the proposed Utilisation;

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(b) No change of Control has occupied in relation to the Borrower; and

(c) the Reporting Representations to be made by each of the Obligors are true and will not income untrue as a result of making the proposed Utilisation.

4.3 Waiver

The conditions specified in Clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) are inserted solely for the benefit of the Lenders and may be waived by the Agent acting on the instructions of all the Lenders), in whole or in part and with or without conditions, without prejudicing the right of the Agent or the Lenders to require fulfillment of such conditions in whole, in respect of any other Utilisation. If compliance with any of the conditions specified in Clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) is so waived with conditions or on condition that the Borrower shall comply at or before a particular time, the Borrower shall so comply.

4.4 Maximum number of Loans

The Borrower may not deliver more than ten 10 Utilisation Requests.

4.5 Change of terms prior to the first Utilisation Request

(a) At any time prior to the delivery of the first Utilisation Request, the Arranger or the Agent (acting on the instructions of any Finance Party) may give notice to the Borrower stating that the relevant Finance Party(ies) have determined that a change has occurred since the date of this Agreement in one or more of the items described in sub-clause (c) below which has or may have a Material Adverse Effect.

(b) Where the Agent has given such a notice:

(i) the Borrower may not deliver any Utilisation Request (and no Lender shall have any obligation under Clause 2.1 (The Facility)) unless and until the Borrower and the Finance Parties have agreed in writing to amend any of the terms of any Finance Document as any Finance Party may wish to propose; and

(ii) the Agent (on behalf of the Lenders) may terminate the Facility.

(c) One or more of the following:

(i) the businesses, operations, property, projects, condition (financial or otherwise) or prospects of any Obligor or any other person (excepting each Finance Party who is party in any Finance Document; or

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(ii) the international, Indian or domestic (where domestic means the location where the Agent is located):

(A) capital;

(B) loan syndication;

(C) general banking

(D) general financial; or

(E) loan and debt securities

markets

may be applicable in respect of a determination by the Arranger or Agent under Clause 4.5(a) (Change of Terms prior to the first Utilisation Request)

5 UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iii) the proposed Interest Period complies with Clause 8 (Interest Periods); and

(iv) it specifies the account and bank to which the proceeds of the proposed Utilisation are to be credited, provided that such account is held in this name of the Borrower with the Agent or has been approved in advance by the Agent for the purpose of the advance of that Utilisation.

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

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(a) The currency specified in a Utilisation Request must be US Dollars.

(b) The amount of the proposed Utilisation must be an amount which is not more than the Available Facility and which is a minimum of US$10,000,000 and thereafter. In integral multiples of US$10,000,000 or, if less, the Available Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making Loan.

(c) The agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

6 REPAYMENT

6.1 Repayment of Loans

The Borrower undertakes to repay the principal amount of the Facility in accordance with the repayment schedule set out in Schedule 7 (Repayment Schedule). If, for any reason, the amount finally disbursed by the Lenders under the Agreement is less than the Total Commitments as all the date of this Agreement, the instalments set out in Schedule 7 (Repayment Schedule) shall stand reduced proportionately but shall be payable on the same dates] as specified in the Schedule 7 (Repayment Schedule).

6.2 Re-borrowing

The borrower may not re-borrow any part of the Facility which is repaid or prepaid.

7 PREPAYMENT AND CANCELLATION

7.1 Illegality

If after the date of this Agreement, it is or will become unlawful or contrary to any directive of any applicable agency in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

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(c) the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law or any directive).

7.2 Change of Control

If the Promoter Group and their associates cease to hold directly or beneficially at least the Relevant Percentage of the voting share capital of the Borrower or cease to Control the Borrower:

(a) the Borrower shall promptly notify the Agent upon becoming aware of that event;

(b) a Lender shall not be obliged to fund a Utilisation; and

(c) If the Majority Lenders so require, the Agent shall, by not less than three Business Days’ prior notice to the Borrower, cancel the Facility and declare the outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents Immediately due and payable on the date specified in the notice, whereupon the Facility and the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

7.3 Automatic cancellation

Any part of the Facility which remains undrawn at the end of the Availability Period shall be automatically and immediately cancelled and each Lender’s Commitment then outstanding shall be reduced to zero.

7.4 Voluntary cancellation

The Borrower may, if it gives the Agent not less than five days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000 and thereafter, in integral multiples of US$5,000,000) of the Available Facility. Any cancellation under this Clause 7.4 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably.

7.5 Mandatory Prepayment of Loans

(a) Mandatory prepayment

(i) Subject to the ECB Guidelines, the Borrower shall prepay the whole or any part of any Loan in the following amounts at the times and in the order of application contemplated by Clause 7.5(b) (Application of mandatory prepayments):

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(A) the amount of Insurance Proceeds;

(B) the amount of Disposal Proceeds; and

(C) the amount of Debt Proceeds;

provided that any proceeds referred to in paragraphs (A) to (C) above (inclusive) shall become payable no sooner than the date they are received by or for the benefit of the Borrower or its Subsidiaries (as the case may be),

(ii) For the purpose of this Clause 7.5

Debt Proceeds means the proceeds from my borrowings made or Financial Indebtedness Insured by the Borrower of its Subsidiaries and any entity guaranteed by the Borrower or its Subsidiaries over and above the Permitted Borrowings.

Disposal Proceeds means the consideration receivable by the Borrower (including any amount receivable in repayment of intercompany debt) for any disposal (other than a disposal of an asset made in the ordinary course of trading made by the Borrower.

For the purpose of this definition “Disposal Proceeds”:

“consideration receivable”

(A) shall, in addition to consideration directly attributable to such disposal. Include any amount owing to and set-off by the relevant purchase that does not rotate to such disposal; and

(B) shall, where any proceeds are received other than in cash, only be treated as consideration receivable upon the subsequent realization of cash from such proceeds.

Insurance Proceeds means the proceeds of any insurance claim received by the Borrower.

(b) Application of mandatory prepayments

(i) A prepayment made under Clause 7.6(a) (Mandatory prepayment) shall be applied in prepayment of the Loans as contemplated in paragraph (ii) below and Clause 7.8 (Restrictions).

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(ii) The Borrower shall prepay the whole or any part of any Loan on the last day of the then current Interest Period.

(c) Any prepayment under this Clause 7.5(a) (Mandatory Prepayment of Loans) shall satisfy the obligations of the Borrower under Clause 6.1 (Repayment of Loans) in inverse order of maturity and be applied rateably among the participations of all Lenders.

7.6 Voluntary prepayment of Loans

(a) Subject to the ECB Guidelines, the Borrower may by not less than five Business Days (or such charter period as the Majority Lenders may agree) prior written notice to the Agent, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces that Loan by a minimum amount of US$10,000,000 or a higher amount, which is in integral multiples of US$5,000,000).

(b) A Loan may only be prepaid after the last day of the Availability Period (or, If earlier, the day on which the Available Facility is zero).

(c) A Loan may only be prepaid under this Clause 7.6 (Voluntary prepayment of Loans) on the last day of an Interest Period for that Loan.

(d) Any prepayment under this Clause 7.6 (Voluntary prepayment of Loans) shall satisfy the obligations of the Borrower under Clause 6.1 (Repayment of Loans) in inverse order of maturity and be applied rateably among the participations of all Lenders.

7.7 Right of prepayment and cancellation in relation to a single Lender

(a) If:

(i) any Lender claims indemnification from the Borrower under Clause 13.1 (Increased costs); or

(ii) the rate notified by a Lender in relation to a particular Interest Period under sub-clause (a)(II) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that clause,

the Borrower may, whilst the circumstance giving use to the requirement or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans.

(b) On receipt of a notice referred to in sub-clause (a) above, the Commitment of that Lender shall immediately be reduced to zero.

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(i) Any notice of prepayment given by the Borrower under sub-clause (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect.

(ii) On the last day of each interest Period which ends after the Borrower has given notice under sub-clause (a) above (or, If earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in that Loan.

7.8 Restrictions

(a) Any prepayment under this Agreement shall only be made subject to the same being permitted under applicable law and regulation.

(b) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and save for voluntary prepayment under Clause 7.6 (Voluntary Prepayment of Loans), shall be subject to Break Costs as applicable.

(d) The Borrower shall not reborrow any part of the Facility which is prepaid.

(e) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except all the times and in the manner expressly provided for in this Agreement.

(f) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g) If the Agent receives a notice under this Clause 7 (Prepayment and Cancellation), It shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

Any repayment under this Clause 7 (Prepayment and Cancellation) shall satisfy the obligations of the Borrower under Clause 6.1 (Repayment of Loans) in reverse order of maturity and be applied rateably among the participations of all Lenders.

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8 INTEREST

8.1 Calculation of Interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin: and

(b) 6 months LIBOR.

8.2 Payment of Interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period and calculated on the basis of the actual number of days elapsed in a year or 960 days (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of that Interest Period).

8.3 Default Interest

(a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to sub-clause (b) and (c) below, is the Maximum Lending Rate (on the basis that the Unpaid Sum had, during this period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent). Any interest accruing under this Clause 8.3 (Default Interest) shall be immediately payable by the Borrower on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of Interest applying to the Unpaid Sum during that first Interest Period shall be the Maximum Lending Rate.

(c) Default Interest pursuant to sub-clause (a) above (if unpaid) arising on an Unpaid Sum will be compounded with the overdue amount at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

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8.4 Notification of rates of interest

The Agent shall promptly notify the Lender and the Borrower of the determination of a rate of interest under this Agreement.

9 INTEREST PERIODS

9.1 Duration of Interest periods

(a) No Interest Period for a Loan shall extend beyond the Final Repayment Date.

(b) Subject to sub-clause (a) above and sub-clause (d) below, all Interest Periods shall have a duration of six Months.

(c) Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if that Loan has already been made) on the last day of the preceding Interest Period for such Loan.

(d) The first Interest Period for the first Loan shall end on the day falling six Months after the First Utilisation Date. The final Interest Period for each other Loan shall end on the same day as the then current Interest Period for the first Loan ends.

9.2 Changes to Interest Periods

(a) Prior to determining the Interest rate for a Loan, the Agent may, without reference to another Finance Party, divide any Loan and/or shorten an Interest Period for any Loan to ensure there are sufficient Loans (with an aggregate amount equal to or greater than the relevant Repayment instalment) which have an Interest Period ending on a Repayment Date for the Borrowers to make the relevant Repayment Instalment due on that date.

(b) If the Agent makes any change to an Interest period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders.

9.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead and on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not.)

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10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), If LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption

(a) If a Market Disruption Event occurs in the relation to a Loan for any Interest Period, then the rate of Interest on each Lender’s share of that Loan for the Interest Period shall subject to any agreement under Clause 10.3 (Alternative basis of Interest of funding), be the rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which is expressed as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon in London on the first day after the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for US Dollars for the relevant interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 33 1/3 per cent, of that Loan) that the cost to it or all of them of obtaining matching deposits in the Relevant interbank Market would be in excess of LIBOR or would not be linked to LIBOR.

10.9 Alternative Basis of Interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than seven days) with a view to agreeing a substitute basis for determining the rate of interest.

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(b) Any alternative basis agreed pursuant to sub-clause (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4 Break Costs

(a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being by the Borrower on a day other that the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of the Break Costs for any Interest Period in which they accrue.

11 FEES

11.1 Agency fee

This Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.

11.2 Underwriting Fee

The Borrower shall pay to the Arranger (for its own account) a fee in the amount and at the times agreed in the relevant Fee Letter.

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increases in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax Indemnity).

(b) Unless a contrary indication appears, in this Clause 12 (Tax gross-up and indemnities) a reference to “determines” or “determined” means a determination made in the discretion of the person (acting reasonably) making the determination.

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12.2 Tax gross-up

(a) All payments to be made by the Borrower to any Finance Party under or in connection with a Finance Document shall be made free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law in which case the sum payable by the Borrower shall be increased to the extent necessary to ensure that the Finance Party concerned receives a sum, not of any Tax Deduction, equal to the sum which it would have received had no Tax Deduction been required.

(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis or a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c) If the Borrower is required to a make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) evidencing to the reasonable satisfaction of that Finance Party that the Tax Deduction has been made or (an applicable) any appropriate payment has been paid to the relevant taxing authority.

12.3 Tax Indemnity

(a) Without prejudice to Clause 12.2 (Tax gross-up), If any Finance Party to required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purpose of Tax to be received or receivable by such Finance Party, whether or not actually resolved or receivable) or if any liability in respect of any such payment is asserted, imposed , levied or assessed against any Finance Party, the Borrower shall (within three Business Days of demand by the Agent) Indemnity the Finance Party which determines it has suffered a loss or liability as a result against such payment or liability together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

(b) Sub-clause (a) above shall not apply:

(i) with respect to any Tax Imposed:

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(A) by the jurisdiction in which that Finance Party is incorporated; or

(B) by the jurisdiction in which its Facility Office is located,

(C) which is calculated by reference to the net income actually received or receivable (but, for the evidence of doubt, not including any sum doomed for purposes or Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

(c) A Finance Party making, or intending to make a claim under sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower.

(d) A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3 (Tax Indemnity), notify the Agent.

12.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable other to an increased payment of which that Tax Payment forms part of that Tax Payment; and

(b) that Finance Party has obtained, utilized and fully retained that Tax Credit on an affiliated group basis.

The Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position are it would have been in had the Tax Payment not been required to be made by the Borrower.

12.4 Stamp taxes

Any stamp duty, registration and other similar Taxes applicable in any relevant jurisdiction in connection with any Finance Document shall be for the account of the Borrower. Without prejudice to the aforesaid provision, the Borrower shall pay and, within three Business Days of demand, indemnity each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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12.5 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is changeable on any supply made or any services rendered by any Finance Party to any Party in connection with a Finance Document, that Party shall pay (unless that Party is the Agent, or the Arranger, in which case the Borrower shall pay) to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnity the Finance Party against all Indirect Tax incurred by the Finance Party in respect of the costs or expenses.

13 INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any changes in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) The terms “law” and “regulation” in this sub-clause (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity reserve assets or Tax.

(c) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliates) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by that Finance Party or one of its Affiliates):

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall as soon as practicable after demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

(a) Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is

(i) attributable to a Tax Deduction required by law to be made by Borrower; and

(ii) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax Indemnity) but was not so compensated solely because of the application of any of the exclusions in sub-clause (b) of Clause 12.3 (Tax Indemnity)).

(b) In this Clause 13.3 (Exceptions), a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14 OTHER INDEMNITIES

14.1 Currently Indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against the Borrower,

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings.

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipts of that Sum.

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(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other Indemnities

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrences of any Event of Default;

(b) the information Memorandum or any other information produce or approved by any obligor being (or being alleged to be) Incorrect, misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement

(d) a failure by the Borrower to pay any amount due under a Finance Document on its due date and in the relevant currency, including any cost, loss or liability arising as a result of clause 27 (Sharing among the Finance Parties);

(e) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of willful default or gross negligence by that Finance Party alone); or

(f) a Loan (or part of a Loan) not being prepared in accordance with a notice of prepayment given by the Borrower.

14.3 Indemnity to the Agent

The Borrower shall promptly indemnity the Agent on demand against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it believes is a Default; or

(b) acting or relying on any notice, request or instruction which it believes to be genuine, correct and appropriately authorised.

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15 MITIGATION BY THE LENDERS

15.1 Mitigation

(a) Each Finance Party shall, in consultation with Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and Indemnities) or Clause 13 (Increased costs) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Sub-clause (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2 Limitation of liability

(a) The Borrower shall Indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16 COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal and accounting fees) incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) Any other documents (including any Finance Documents) prepared and/or executed after the date of this Agreement.

16.2 Amendment costs

If:

(a) the Borrower requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 28.9 (Change of currency).

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the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal and accounting fees) incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal and accounting fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.4 Borrower’s costs

The Borrower shall itself bear any costs expenses incurred by it which are similar to those costs and expenses contemplated in Clauses 16.1 (Transaction expenses) to 16.3 (Enforcement costs) above.

17 REPRESENTATIONS

The Borrower makes representations and warranties set out in this Clause 17 (Representation) to each Finance Party on the date of this Agreement. The Repealing Representation are deemed to be made by the Borrower by reference to the facts and circumstanced than existing on the date of each Utilisation Request, the date of each Utilisation, the First day of each Interest Period and the data on which any payment is made or to be made by the Borrower hereunder.

17.1 Status

(a) Each of the Obligors is a corporation, duly incorporated and validity existing under the law of its country of Incorporation.

(b) Each of the Obligors has the power to own its assets and carry on its business as it is being conducted.

17.2 Binding obligations

(a) Each Finance Document to which it on any of the other Obligors is a party will, when executed, constitute legal, valid and binding obligation on the Borrower and/or the Obligors (as the case may enforceable in accordance with the respective terms and would be so treated in the courts and/or tribunals of England.

(b) The choice of English law as the governing law of the Finance Documents (other than Security Documents) will be recognised and enforced in India.

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(c) Any judgment obtained in England in relation to a Finance Document (other than a Security Document) will be recognised and enforced in India.

17.3 Non-conflict with other obligations

The entry into and performance by it or any of the other Obligora, of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets; or

(d) any of its borrowing limit or powers or any other powers exercisable by its directions in connection herewith.

17.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

17.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation and England,

have been obtained or affected and are in full force and effect;

17.6 No filing or stamp taxes

Under the law of its and each of the other Obligors’ jurisdiction of incorporation and/or the laws of any other relevant jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction (other than any registrations which have been affected on or prior to the First Utilisation Date or any registration relating to any Security Document which cannot be affected until and will be affected upon, the execution of those Security Documents), or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than the stamp duties or registration duties paid on or prior to

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the First Utilisation Date or which will be payable in connection with the Finance Documents upon their execution and if such Security Documents are executed outside India, when such documents are brought into India).

17.7 No default

(a) No Event of Default in continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

17.8 No misleading information

Any factual information provided by the Borrower or any of the other Obligors for the purposes of the Facility or the Information Memorandum was true and accurate and not misleading as at the date it was provided or as at the date (if any) at which it is stated and no information has been given or withheld that could result in the Information Memorandum being incorrect, untrue or misleading in any respect.

17.9 Financial statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since 31 March 2007.

17.10 Ranking of claims

(a) The Borrower shall ensure that its obligations under any Finance Document do and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, present and future.

(b) Each Security Document created (or once entered into will create) in favour of the Security Trustee for the benefit of the Finance Parties, the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.

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17.11 No proceedings pending or threatened

(a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of the other Obligors.

(b) No corporate action has been taken by the Borrower or any of the other Obligors, nor have any other steps been taken or legal proceedings been started or threatened against the Borrower or any of the other Obligors for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of any Obligor or of any or all of the assets or revenues of such Obligor.

17.12 Immunity

(a) The execution or entering into by the Borrower or any of the other Obligors of the Finance Documents constitute, and its exercise of its rights and performance of its obligations under the Finance Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

(b) The Obligors are not, will not be entitled to, and will not claim immunity for itself or any of its assets from suit, execution, attachment or other legal process in any proceedings in relation to the Finance Documents.

17.13 Intellectual Property

(a) The Borrower owns, has license to use or otherwise has the right to use, all intellectual property or intellectual property rights, which are required or desirable for the conduct of the Borrower’s business and operations and the Borrower does not, in carrying on its business and operations, infringe any intellectual property rights of any person.

(b) None of the intellectual property or intellectual property rights owned or enjoyed by the Borrower, or which the Borrower is licensed to use, which are material in the context of the Borrower’s business and operations are being infringed nor, so far as the Borrower is aware, is there any infringement or threatened infringement of those intellectual property or intellectual property rights licensed or provided to the Borrower by any person.

(c) All intellectual property or intellectual property rights owned by the Borrower or which the Borrower is licensed to use are valid and subsisting. All nations (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken.

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17.14 Ownership and Control

The Promoters and their associates hold directly or beneficially at least the Relevant Percentage of the voting share capital of the Borrower and maintain Control over the Borrower.

17.15 Encumbrances

Save for the Existing Encumbrances and any Security;

(a) permitted to be created by the Finance Documents; and

(b) created for the benefit of the Finance Parties on execution of the Security Documents,

no Security exists over any of the present and future assets of the Borrower.

17.16 Ownership of assets

The Borrower has good, valid and marketable title to all or substantially all its assets, free from any restriction or onerous covenants, and free from any Security save for the Existing Encumbrances and any Security;

(a) permitted to be created by the Finance Documents; and

(b) created for the benefit of the Finance Parties on execution of the Security Documents.

17.17 Insurances

No event or circumstances has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the insurances.

17.18 Compliance with laws

The Borrower is in compliance in all respects with all laws and Authorisations to which it may be subject and has obtained all necessary Authorisations to undertake its business, where failure to so comply or obtain such Authorisations would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

17.19 Undisclosed liabilities

As at the date as of which its and the other Obligors meet recent audited financial statements were prepared (which, at the date of this Agreement, are the Original Financial Statements), the Borrower had no material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein nor any unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

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17.20 Arm’s length dealings

The Borrower does not have any arrangement, agreement or commitment with any person or has paid or is obliged to pay any fees, commissions or other sums on any account whatsoever to any persons other than on an arm’s length basis and on normal commercial terms.

17.21 RBI and other approvals

Each Loan is being or will be borrowed in accordance with the Authorisations, guidelines, regulations and circulars (which are in affect from time to time) of the RBI, the Government of India and each other applicable Governmental Agency in India and all such Authorisations required to authorize the Borrower to enter into the Facility or otherwise required in respect of the Facility have been obtained and maintained.

17.22 Foreign exchange control

It has obtained all necessary governmental and other consents required (if applicable) under all applicable laws for the execution of each Finance Document and for the payment in US Dollars of all sums due thereunder.

18 INFORMATION UNDERTAKINGS

The undertakings in this Clause 18 (Information undertakings) remain in force from the date of this Agreement for so longs as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders in respect of itself and the Guarantor:

(a) as soon as the same become available, but in any event within 180 days after the end of each of its and the Guarantor’s financial years their respective audited consolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within 90 days after the end of each half of each of its and the Guarantor’s financial years their respective consolidated financial statements for that Financial half year.

18.2 Compliance Certificates

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to sub-clause (a) or (b) of Clause 18.1 (Financial statements), a Compliance Certificate (for itself and from the Guarantor) selling out (in reasonable detail)

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computations as to compliance with Clause 19 (Financial covenants) as at the date as at which or, as applicable, during the period in respect of which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by either the Managing Director or any two directors or the chief financial officer of the Borrower and the Guarantor respectively.

18.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a authorized personal of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP.

(c) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 19 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

(iii) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

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18.4 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or Administrative proceedings or disputes (including any winding up proceedings or notices under any enactment or regulation) which are current, threatened or pending against the Borrower which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request;

(d) all information that has been requested by the Arranger or the Agent for preparation of the information Memorandum and syndication of the Facility; and

(e) written details of any working capital credit facility which is to come into existence after the date of this Agreement, such written details to be provided to the Agent at least one Month prior to the date on which the relevant charge is expected to come into existence.

18.5 Notification of default

(a) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.6 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

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(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

(iv) obliges the Agent or any Lender (or, in the case of sub-clause (iii) above, any prospective new Lender) in comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall (and shall ensure that each Obligor will) promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-clause (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-clause (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19 FINANCIAL COVENANTS

(a) The Borrower shall procure that the Guarantor maintain the financial covenants in paragraphs (i) to (v) (inclusive) and the Borrower shall maintain the financial covenant in paragraph (vi):

(i) Minimum tangible not worth of US$3,000,000,000.

(ii) The ratio of net borrowings at the end of each relevant period to EBIDTA for such relevant period shall not exceed 2.75 to 1.

(iii) The ratio of net subsidiary borrowings at the end of each relevant period to EBIDTA for such relevant period shall not exceed 2.25 to 1.

(iv) The ratio of EBIDTA for a relevant period to interest expense for such relevant period shall not be less than 4.00 to 1.

(v) The ratio of total net assets to total borrowings at the end of each relevant period shall not be less than 1.75 to 1.

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(vi) Total debt to Equity shall not at any time exceed 1.00 to 1.

(b) The financial covenants set out in paragraph (a) above shall be tested semi-annually on the consolidated accounts of the Guarantor Group or the Borrower (as the case may be) for each period of 12 months ending on the last day of each of the Guarantor Group’s or the Borrower’s (as the case may be) financial years and half years (each a “relevant period”) with the first testing to be done for the period ending 30 September 2008. All covenants are to be calculated using GAAP.

(c) In this Clause,

“Borrowings” means the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the financial indebtedness (including guarantees and indemnities in respect of such indebtedness) of members of the relevant group;

“Current assets” means the aggregate of cash at bank, cash equivalent investments, inventory, trade and other receivables of each member of the relevant group including sundry debtors maturing within twelve months from the date of computation and excluding:

(i) receivables in relation to tax;

(ii) extraordinary items, exceptional items and other non-operating items;

(iii) insurance claims; and

(iv) any accrued interest owing to any member of the relevant group;

“Current liabilities” means the aggregate of all liabilities (including trade creditors, accruals, provisions and prepayments of the relevant group) falling due within twelve months from the date of computation but excluding:

(i) liabilities for borrowings and consolidated net finance charges;

(ii) liabilities for tax;

(iii) extraordinary items, exceptional items and other non-operating items;

(iv) insurance claims; and

(v) liabilities in relation to dividends declared but not paid by the company;

“EBIDTA” means the total consolidated operating profit of the group for each relevant period before taking into account interest income and interest expense, tax, any share

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of the profit of any associated company or undertaking except for dividends received in cash by any member of the relevant group, and extraordinary items and after adding back all amounts provided for depreciation and amortisation for that relevant period;

“Equity” means the aggregate of the tangible net worth of an entity and any borrowings from a Promoter Group;

“Guarantor’s net borrowings” means the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable or prepayment or redemption) of the financial indebtedness of the Guarantor less its cash and cash equivalent investments (on a standalone basis);

“Interest expense” means the aggregate amount of interest and other finance charges (whether or not paid, payable or capitalised) accrued by the relevant group in the relevant period in respect of borrowings including:

(i) the interest element of leasing and hire purchase payments;

(ii) commitment fees, commissions, arrangement fees and guarantee fees; and

(iii) amounts in the nature of interest payable in respect of any shares other than equity share capital;

adjusted by adding the net amount payable (or deducting the net amount receivable) by members of the Group in respect of that relevant period under any interest or (so far as they relate to interest) currency hedging arrangements;

“Net borrowings” means borrowings less cash and cash equivalent investments of the relevant group.

“Net current assets” means the current assets net of current liabilities of the relevant group.

“Net fixed assets” means’ the aggregate non-current assets excluding all intangible assets.

“Net subsidiary borrowings” means, as at any date, net borrowings minus the Guarantor’s net borrowings;

“relevant group” means either the Borrower Group or the Guarantor Group, as the case may be;

“Total debt” means all borrowings of an entity other than any borrowings from a Promoter Group;

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“Total net assets” means the sum of net current assets and net fixed assets; and

“Tangible net worth” means the amount paid up on the Guarantor’s issued share capital and the amount standing to the credit of the reserves of the relevant group, less goodwill or other intangible assets, amounts set aside for tax, the amount by which the net book value of any asset has been written up after revolution of intra-group transfer, and any dividend or other distribution declared of made by the relevant group in the extent not already provided for avoidance of doubt, minority interest is not to be included in the calculation of tangible net worth.

(d) The financial covenants in the Clause 19 (Financial covenants) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20 GENERAL UNDERTAKINGS

The undertakings in this Clause 20 (General undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Authorisations

The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation and any other relevant jurisdiction including these required by the RBI, the Government of India or any other applicable Government Agency in India to enable or authorise it to enter into the Facility or which are otherwise required in respect of the Facility or otherwise required to enable or authorise it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or adminability in evidence in the jurisdiction of incorporation and any other relevant jurisdiction of any Finance Document to which it is a party.

20.2 Compliance with laws

The Borrower shall respectively comply in all respects with all laws to which it may be subject, if failure so to comply would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

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20.3 Negative pledge

(a) The Borrower shall not create or permit to subsist any Security over any of its assets (save any Permitted Encumbrances, the Existing Encumbrances or any Security constituted by the Security Documents) without prior written approval of the Agent (acting on the instructions of the Majority Lenders).

(b) The Borrower shall not:

(i) sell, transfer or otherwise dispose or agree to do so of any of its assets on terms whereby they are or may be learned to or re-acquired by the Borrower;

(ii) sell, transfer or otherwise dispose of or agree to do any of its receivables on recourse forms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisitions of an asset.

20.4 Maintenance of Promoters’ Control over the Borrower

The Borrower shall procure that the Promoters and their associates shall at all times hold directly or beneficially at least the Relevant Percentage of the voting share capital of the Borrower and maintain Control over the Borrower.

20.5 Merger

The Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), enter into any arrangement regarding any amalgamation, demerger, merger or corporate reconstruction.

20.6 Change of business

The Borrower shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.

20.7 Conduct of affairs

The Borrower shall at all times carry on and conduct its affairs in a lawful manner.

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20.8 Further assurance

The Borrower shall from time to time on request by the Agent (or by any other Finance Party through the Agent) do or procure the doing of all such each acts and will execute or procure the execution of all such documents as any Finance Party may reasonably consider necessary for giving full effect to each of the Finance Documents or accounting to the Finance Parties the full benefits of all rights, powers and remedies conferred upon the Finance Parties in any of the Finance Documents to which it is a party.

20.9 Share Capital

Any reduction in the share capital of the Borrower shall only be made with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

20.10 Pari passu ranking

The Borrower shall procure that its obligations and the claims of the Finance Parties against it under each Finance Document do and will rank at least pari passu with all its other present or future, actual or contingent, unsecured and unsubordinated obligations, except for those which are mandatorily preferred by applicable law or in exercise of powers under any law applicable to it.

20.11 Books, records and accounting matters

The Borrower shall keep proper books of record and account and maintain proper accounting management information and control systems in accordance with GAAP for the time being in force in the relevant jurisdiction applicable to it from time to time.

20.12 Use of proceeds

The Borrower shall ensure that all the proceeds of each Loan advanced under this Agreement are used strictly in accordance with the purpose set out in Clause 3.1 (Purpose). The Borrower shall provide a certificate (the “End-use Certificate”) from its auditor or chartered accountant within a period of 90 days from each Utilisation Date and no each date that it issues an Utilisation Request. The End-use Certificate shall certify that the funds provided to the Borrower pursuant to that Utilisation (or in the case of an End-use Certificate to be provided on the date the Borrower issues an Utilisation Request, the funds provided to the Borrower pursuant to the immediately preceding Utilisation) have been used for the purpose set out in Clause 3.1 (Purpose).

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20.13 Compliance with central bank regulations

The Borrower shall ensure that each Loan will be borrowed in accordance with any and all applicable approvals, guidelines, regulations and circulars issued by any relevant Governmental Agency.

20.14 Other undertakings

(a) The Borrower shall make satisfactory arrangements with its bankers for meeting its working capital requirements and shall furnish a letter from its bankers in this regard as and when required by the Agent in a form and substance satisfactory to the Agent.

(b) The Borrower shall by a date decided by the Agent provide evidence satisfactory to the Agent that it has appointed technical, financial and executive personnel of proper qualifications and experience for its senior management positions and that its organizational arrangements are sufficient to ensure effective implementation of its operations.

(c) The Borrower shall obtain the consent (and deliver evidence of the same to the Agent) of its existing lenders and all regulatory Authentications, including RBI approval, which the Agent constructs necessary for creation of any Security provided or to the provided pursuant to the Security Documents.

(d) Each Finance Party shall have the right from time to time to inspect any premises of the Borrower, other by itself or via an agent. The costs of any such inspection shall be borne by the Borrower.

(e) The Borrower shall ensure that no one on its board of directors is someone who has been identified as a wilful defaultor by RBI.

(f) The Borrower shall not amend or modify its Memorandum and Articles of Association or other constitutional documents without prior written approval of Lenders.

(g) The Borrower shall not without prior written approval of Lenders change its financial year-end.

(h) The Borrower shall not without prior written approval of the Lenders change the accounting method or policies currently followed by the Borrower.

20.15 The Project

(a) The Borrower shall obtain confirmation from the relevant authorities that the site of the Project has been approved under the applicable environmental laws, rules and regulations by the relevant authorities.

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(b) The Borrower agrees and undertakes to furnish to the Lenders such information and date as may be required by the Lenders on progress as well as expenditure incurred on the Project.

(c) The Borrower shall satisfy the Lenders that the physical progress as well as expenditure incurred on the Project are as per any Project milestones required by the Lenders. To this end, the Borrower shall furnish to the Lenders such information and date as may be required by the Lenders.

(d) The Borrower shall ensure that the Project as completed as envisaged within the budgeted cost of US$2.1 billion and the Project will commence commercial operations by March 2010.

(e) The Borrower agrees and undertakes to inform the Lenders with respect to any delay, which takes place in commencement of commercial operations by the Project beyond the date specified in Clause 20.16(d) above.

20.16 Insurances

(a) The Borrower shall ensure that all its assets are adequately and comprehensively insured at all times with financially sound and reputable insurers against such risks and in such amounts are normally maintained by persons carrying on the same or a similar class of business. The Borrower shall obtain and maintain comprehensive incurance cover for its assets during the tenor of the Facility, to the satisfaction of the Agent (acting on the instruction of the Majority Lenders). The policy should be either in the joint names of the Borrower, the Security Trustee and any representative(s) of any existing lender having charge over such asset and/or the lien of the Security Trustee should be noted on the policies as First loss payee.

(b) The Borrower shall notify the Lenders upon the occurrence of any event or circumstances which would entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the insurances.

(c) The Borrower shall use all insurance proceeds it receives (whether from the Security Trustee or directly from an insurer) for loss of or damage to any relevant asset solely to replace or repair that asset.

20.17 Arm’s length dealings

The Borrower shall not enter into any arrangement, agreement or commitment with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than:

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(a) on an arm’s length basis and on normal commercial terms;

(b) as required by the Finance Documents; or

(c) those to which the Agent (acting on the instructions of the Majority Lenders) has given its prior written consent.

20.18 Debt Proceeds received by the Borrower’s Subsidiaries

For the purposes of Clause 7.5 (Mandatory prepayment of loans), the Borrower shall procure that any Debt Proceeds received by any of the Borrower’s Subsidiaries shall be paid by the Borrower’s Subsidiaries to the Borrower by way of dividends or an inter-company loan in order that the Borrower may fulfill the obligations thereunder.

20.19 Conditions subsequent

The Borrower shall by no later than 30 days after the date of this Agreement, procure the delivery of each document and other evidence listed in or referred to in Part III (Conditions subsequent) of Schedule 2 (Conditions) in form and satisfactory to the Agent.

21 EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 21 (Events of Default) is an Event of Default. Reference to the Borrower in this Clause 21 (Events of Default) shall include references to any Obligor, so that if any of the Events of Default were to occur in respect of any such Obligor, the Finance Parties would be entitle to exercise their rights pursuant to clause 22 (Consequences of Events of Default).

21.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable.

21.2 Other obligations

(a) The Obligors do not comply with any provision or covenant of the Finance Documents (other than those referred to in Clause 21.1 (Non-payment).

(b) No event of Default under sub-clause (a) above will occur if the failure to comply is capable of remedy in the opinion of the Agent and to and is remedied within 10 Business Days of the Agent giving notice to the Borrower, or the Borrower becoming aware of the failure to comply.

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21.3 Misrepresentation

Any representation or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of any of the Obligors under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made or repeated.

21.4 Cross default

(a) Any Financial indebtedness of any of the Obligors is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any of the Obligors is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any of the Obligors is cancelled or suspended by a creditor of such Obligor as a result of an event default (however described).

(d) Any creditor of any of the Obligors becomes entitled to declare any Financial Indebtedness of such Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 21.4 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 21.4(a) to (d) above is less than US$50,000,000 (or its equivalent in any other currency or currencies).

21.5 Insolvency

(a) Any of the Obligors is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any of the Obligors is less that its respective liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any of the Obligors.

21.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

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(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) a completion, assignment or arrangement with any creditor of any of the Obligors;

(c) the appointment of a liquidator, receiver, administrator, administrative resolver, compulsory manager or other similar officer in respect of any of the Obligors or any of their assets; or

(d) enforcement of any Security over any assets of any of the Obligors,

(e) or any analogous procedure or step is taken in any jurisdiction with respect to any of the Obligors.

21.7 Creditors’ process

(a) Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any of the Obligors having an aggregate value of USD 5,000,000 is not discharged within 16 days or statutorily prescribed time period, whichever is shorter.

(b) Any of the Obligors fails to comply with or pay any sum in an amount equal to or greater than USD 5,000,000 (or its equivalent in any other currency or currencies) due from it under any final judgment or any final order made or given by a court of competent jurisdiction. For the purpose of this sub-clause (b), a Judgment subject to appeal and which on appeal, to be made within 15 days or statutorily prescribed time period, whichever is shorter, has been stayed, shall not be considered a final judgment.

21.8 Moratorium

The Government of India or any relevant Government Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which insures Financial Indebtedness) owed by companies or other entities similar to any of the Obligors (and whether such declaration, order or regulation is of general application or applies in a class of persons which includes the Obligor or to any of the Obligors alone).

21.9 Unlawfulness

It is or, becomes unlawful for any of the Obligors to perform any of its obligations under the Finance Documents.

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21.10 Repudiation

Any of the Obligors repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

21.11 Cessation of business

If any of the Obligors ceases or threatens to cease to carry on any of its current businesses or give notice of its intention to do so or if all or any part of the assets of any of the Obligors required or essential for its respective business or operations are damaged or destroyed or in the opinion of any Finance Party, there occurs any change from the date of this Agreement in the general nature or scope of the current business, operations, management or ownership of any of the obligors which, in the opinion of any Finance Party, could have a Material Adverse Effect.

21.12 Material adverse change

One or more events, conditions or circumstances (including any change in law) shall occur or exist which in the opinion of any Finance Party, could have a Material Adverse Effect.

21.13 Inadequate Security and Insurance

(a) If any of the Borrower’s assets have not been kept insured or depreciate in value to such an extent that such depreciation in value could in the opinion of any Finance Party, have a Material Adverse Effect.

(b) Any insurance contracted or taken by the Borrower is not or ceases to be, in full force and affect at any time when it is required to be in effect or any insurance is avoided, or any insurer or re-insurer avoids or suspends or becomes entitled to avoid or suspend, any insurance or any claim under it or otherwise reduce its liability under any insurance or any insurer of any insurance is not bound, or ceases to be bound, to meet its obligations in full or in part under any insurance.

21.14 Finance Documents in jeopardy

If, in the opinion of any Finance Party, any assets held by the Finance Parties as security for the Facility is in jeopardy, under threat or ceases to have affect or if any Finance Document executed or furnished by or on behalf of any of the Obligors becomes illegal, invalid, unenforceable or otherwise falls or ceases to be in effect or falls or ceases to provide the benefit of the liens, rights, powers, privileges or security interests purposed or sought to be created thereby or if any such Finance Document shall be assigned or otherwise transferred, amended or terminated, repudiated or revoked without the approval of the Agent.

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21.15 Expropriation events

Any Government Agency takes or threatens any action;

(a) for the dissolution of any of the Obligors, or any action which deprives or threatens to deprive any of the Obligors;

(i) from conducting any of its businesses or carrying out its operations in the manner it is being conducted or carried out; or

(ii) of the use of any of its assets;

(b) to revoke or terminate or to refuse to provide or renew any Authorisation or to impose onerous conditions on the grant or renewal of any Authorisation; or

(c) with a view to regulate, administer, or limit, or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by any of the obligors in connection with its business,

which, in each case, in the opinion of any Finance Party, could have a Material Adverse Effect.

21.16 Change in Control over the Borrower

The Promoters and their associates cease to hold at least the Relevant Percentage of the voting share capital of the Borrower or cease to maintain Control over the Borrower.

22 CONSEQUENCES OF EVENTS OF DEFAULT

22.1 On and any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower;

(a) cancellation: cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) on-demand: declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(c) acceleration: declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent acting on the instruction of the Majority Lenders;

(d) concurrent auditor: appoint concurrent auditor(s) to review the operations of the Borrower.

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22.2 Without prejudice to anything contained in Clause 22.1, on and at any time after the occurrence of an Event of Default, the Borrower shall not undertake any new project or expansion or make any investment or acquire assets on lease without the prior written approval of the Agent (acting on the instructions of all the Lenders).

23 CHANGES TO THE LENDERS

23.1 Assignments and transfers by the Lenders

(a) Subject to this Clause 23 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(i) assign any of its rights; or

(ii) transfer by novation any of its rights and obligations.

to another bank or financial institution or to a trust, fund or any other entity as permitted under the ECB Guidelines (the “New Lender”), without notice to, or consent of, the Borrower or any other Obligor. Without prejudice to the aforesaid provision, each Lender may (at its note discretion), without notice to the Borrower, share the credit risk of the whole or a part of the Facility with any other bank by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or hold by such Lender under this Agreement and all other Finance Documents shall remain valid, effective and enforceable by such Lender on the same terms and conditions and the Borrower shall continue to discharge in full all its obligations under this Agreement and all other Finance Documents to such Lender. The Borrower shall not have and shall not claim any privity of contract with such participating bank on account of any reason whatsoever.

(b) At any time prior to the Syndication Date, the Arranger or the Agent (acting on the Instructions of Majority Lenders) may give notice to the Borrower stating that amendment(s) are required to be made to the terms of any Finance Document(s) in order to enable the Lender(s) to assign any of their rights and/or transfer any of their rights and obligations to a New Lender in accordance with Clause 23 (Changes to the Lenders).

23.2 Conditions of assignment or transfer

(a) The consent of the Borrower is not required for any assignment or transfer by a Lender.

(b) An assignment will only be effective on:

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(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c) A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.

(d) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its now Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (increased costs).

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

23.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$1,000 or such other lesser amount as agreed by the Agent.

23.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legally, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower;

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(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

23.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it or a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) On the Transfer Date:

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(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender.

(iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

23.6 Disclosure of information

(a) Any Finance Party and any of its officers may disclose to:

(i) any of its Affiliates;

(ii) its head office or any of its branches;

(iii) any other Finance Party;

(iv) the RBI or any other banking regulator elsewhere in the world or any agency or credit bureau, whether authorised by such banking regulator or otherwise, to receive such information on its behalf; and/or

(v) any other person:

(A) (where that Finance Party is a Lender) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(B) (where that Finance Party is a Lender) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation

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to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

(C) (where that Finance Party is the Agent) who is succeeding (or may potentially succeed) that Finance Party in such capacity;

(D) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

(E) to whom that Finance Party is under a duty to disclose,

any customer information or any other information about the Borrower, the Facility or the Finance Documents as that Finance Party shall consider appropriate.

(b) Sub-clause (a) above is not, and shall not be deemed to constitute, an express or implied agreement by any Finance Party with the Borrower for a higher degree of confidentiality than that prescribed by applicable law.

(c) Upon the occurrence of an Event of Default under Clause 21.1 (Non-payment), any Finance Party may disclose or publish the details of the Event of Default and the name of the Borrower as defaulter, in such manner and through such media as such Finance Party in its absolute discretion may think fit, including to RBI.

24 CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

25 ROLE OF THE AGENT AND THE ARRANGER

25.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

25.2 Duties of the Agent

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

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(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

25.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

25.4 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

25.5 Business with the Borrower

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

25.6 Rights and discretions of the Agent

(a) The Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify the signature on any document; and

(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

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(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

25.7 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

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(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lenders consent) in any legal or arbitration proceedings relating to any Finance Document.

25.8 Responsibility for documentation

Neither the Agent nor the Arranger:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person given in or in connection with any Finance Document or the information Memorandum; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

25.9 Exclusion of liability

(a) Without limiting sub-clause (b) below, the Agent will not be liable for any action taken by it or omitted to be taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may commence any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any and or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent referred to in this sub-clause (b) may enjoy the benefit of or enforce the terms of this Clause 25 (Role of the Agent and the Arranger) in accordance with the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (of any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedure of any recognized clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any

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such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

25.10 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

25.11 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with sub-clause (b) above within 30 days after notice of resignation was given, the Agent may appoint a successor Agent.

(d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Departments but shall remain entitled to the benefit of the Clause 25 (Role of the Agent and the Arranger). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) The Majority Lenders may, by notice to the Agent, require it to resign in accordance with sub-clause (b) above. In the event, the Agent shall resign in accordance with sub-clause (b) above.

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25.12 Confidentiality

(a) In acting an agent for the Finance Parties, the Agent shall be regarded as acting through its agency division, which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

25.13 Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

25.14 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a) the financial condition, status and nature of the Borrower;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangements of document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

26.15 Reference Banks

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If a Reference Bank which is a Lender ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

25.16 Agent’s management time

Any amount payable to the Agent under Clause 14.3 (Indemnify to the Agent), Clause 16 (Costs and expenses) and Clause 25.10 (Lenders’ indemnify to the Agent) shall include the cost of utilising the Agent’s management time or other resolutions and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

25.17 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

25.18. Transfer Certificate

Each Party (except for the relevant Existing Lender and the relevant New Lender which is seeking the relevant transfer in accordance with Clause 23 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax of otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission, or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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27 SHARING AMONG THE FINANCE PARTIES

27.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receive or recovers any amount from an Obligor other than in accordance with Clause 28 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).

27.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower/ other Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).

27.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under sub-clause (a) above, the Borrower/ other Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

27.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

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(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower/ other Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

27.5 Exceptions

(a) This Clause 27 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower/ other Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

28 PAYMENT MECHANICS

28.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement or transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

28.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to the Obligors) and Clause 28.4 (Clawback) be made

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available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

28.3 Distributions to the Obligors

The Agent may (with the consent of the Borrower/other Obligor or in accordance with Clause 28 (Set-off) apply any amount received by it for the Borrower/ other Obligor in or towards payment (on the date and in the currency and funds or receipt) of any amount due from the Borrower/ other Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

28.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged in pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

28.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

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(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-clauses (a)(ii) to (iv) above.

(c) Sub-clauses (a) and (b) above will override any appropriation made by the Borrower.

28.6 No set-off by Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

28.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

28.8 Currency of account

(a) Subject to sub-clauses (b) to (c) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.

(d) A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency in which that Unpaid Sum is denominated on its due date.

(e) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

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28.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent; and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

29 SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

30 NOTICES

30.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made fax, letter or telex.

30.2 Addresses

(a) The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is;

(b) in the case of the Borrower, that identified with its respective names below;

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(c) the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(d) in the case of the Agent, that identified with its name below,

(e) or any substitute address, fax number, telex number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

30.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the sender’s copy of the notice,

(iv) and, if a particular department or officer is specified as part of the address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.

30.4 Notification of address, fax number and telex number

Promptly upon receipt of notification of an address, fax number and telex number or change of address, fax number or telex number pursuant to Clause 30.2 (Addresses) or changing its own address, fax number or telex number, the Agent shall notify the other Parties.

30.5 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

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(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

31 CALCULATIONS AND CERTIFICATES

31.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

31.2 Certification and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

31.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

32 PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

33 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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34 AMENDMENTS AND WAIVERS

34.1 Required consents

(a) Subject to Clause 34.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders, the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.1 (Required consents).

34.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in or an extension of any Commitment;

(v) a change to the Borrower;

(vi) a change in the currency of the Facility;

(vii) any provision which expressly requires the consent of all the Lenders; or

(viii) Clause 22 (Finance Parties rights and obligations), Clause 23 (Changes to the Lenders) or this Clause 34 (Amendments and waivers),

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger may not be effected without the consent of the Agent or the Arranger (as the case may be).

35 COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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36 GOVERNING LAW

This Agreement is governed by English law.

37 ENFORCEMENT

37.1 Jurisdiction

(a) The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document) (a “Dispute”).

(b) The Parties agree that the courts of England are the appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 37.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking concurrent proceedings relating to a Dispute in any Indian courts with jurisdiction and the Borrower hereby consents to each such jurisdiction and agree not in challenge any such proceeding on the ground of forum non convenience and/or res judicata.

37.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower.

(a) Irrevocably appoints the Guarantor (located at 5^th floor, 16 Berkeley Street, London W1J 8DZ as at the date of this Agreement on its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

Original Lenders

Name of Original Lender	Address for Notices	Commitment (US$)
ICICI BANK LIMITED, SINGAPORE BRANCH	Attn: Suraj Aggarwal 9 Raffles Place # 50-01 Republic Plaza Singapore-048619 Fax: +65 6723 9268		100,000,000
Total:			100,000,000

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Schedule 2

Conditions

PART I

Conditions precedent to Initial Utilisation

1 General

1.1 A copy of the constitutional documents of each of the Obligors.

1.2 A copy of a resolution of the board of directors of each of the Obligors:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.3 A specimen of the signature of each person authorised by the resolutions referred to in paragraph 1.2 above.

1.4 A certificate of the auditors or chartered accountant, as may be acceptable to the Agent, of the Borrower confirming that the borrowing or the availing of the Facility under this Agreement would not cause any borrowing limit binding on the Borrower to be exceeded.

1.5 A certificate of the Borrower (signed by a authorised personal) confirming:

(a) that the borrowing or the avoiding of the facility under this Agreement would not cause any borrowing limit, internal and/or regulatory, binding on the Borrower to be exceeded;

(b) that all Taxes payable in any relevant jurisdiction in connection with the execution, performance and/or enforcement of the Finance Documents have been paid; and

(c) that all the Finance Documents have been duly executed and all formalities, filings, registrations etc. that are required to be complied with and all stamp duties, registration duties and charges that are required to be paid in connection with the Finance Documents have been complied with and/or paid.

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1.6 A certificate of an authorised signatory of each of the Obligors certifying that each copy document relating to it specified in this Part I to Schedule 2 is correct, complete and in full force and affect as at a date no earlier than the date falling five Business Days prior to the date of this Agreement.

1.7 A certified true copy of a resolution of the shareholders of the Borrower passed in general meeting under and in accordance with Section 299(1)(d) of the Companies Act, 1956, if required authorising, inter alia, the borrowing contemplated under, and the execution of, this Agreement and the other Finance Documents.

1.8 Legal opinions of:

(a) Trilegal, legal advisers to the Arranger and the Agent (on behalf of the Lenders) in India, or any other legal advisers are may be identified by the Arranger and the Agent on the Finance Documents and any Security Documents required to be created prior to first Utilisation in form and manner satisfactory to the Agent (on behalf of the Lenders); and

(b) Norton Rose (Asia) LLP, legal advisers to the Arranger and the Agent (on behalf of the Lenders) in England & Wales, or any other legal advisors as may be identified by the Arranger and the Agent on the Finance Documents except the Security Documents (other than the Corporate Guarantee).

2 Other documents and evidence

2.1 A letter from the process agent referred to in Clause 37.2, (Service of process) that it has accepted its appointment.

2.2 The Original Financial Statements of each of the Obligors and a copy of the latest quarterly financial statements of each of the Obligors.

2.3 Evidence that all fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 18 (Costs and expenses) have been paid or presentation of the final Utilisation Request which includes an authority to the Agent to deduct such fees, costs and expenses from the proceeds of the first Utilisations.

2.4 All regulatory consents required as desirable with respect to the Finance Documents (including the Security Documents), including RBI approval days been obtained.

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2.5 Duly executed Promoters’ Non-Disposal Undertaking, in a manner and form satisfactory to the Agent (on behalf of the Lenders), and all formalities, filings, registrations etc. that are required to be complied with and all stamp duties, registration duties and charges that are required to be paid in connection with the Corporate Guarantee have been complied with and/or paid to the satisfaction of the Agent.

2.6 The Corporate Guarantee duly executed and all formalities, filings, registration etc. that are required to be complied with and all stamp duties, registration duties and charges that are required to be paid in connection with the Corporate Guarantee have been complied with and/or paid to the satisfaction of the Agent.

2.7 The Negative Lien Undertaking duly created and all formalities, filings, registrations etc. that are required to be complied with and all stamp duties, registration duties and charges that are required to be paid in connection with the Corporate Guarantee have been complied with and/or paid to the satisfaction of the Agent.

2.8 The Agent Fee Letter duly executed.

2.9 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

2.10 Such Documents and/or evidence of steps taken as may be deemed necessary or desirable by the Agent or the Arranger (or any legal counsel to the foregoing).

2.11 Evidence that no force majoure event has occurred in respect of any of the Obligors.

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PART II

Conditions precedent to second and subsequent Utilisations

1 Evidence that all fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or presentation of an Utilisation Request which indicates an authority provided for an authority to the Agent to deduct such fees, costs and expenses from the proceeds of the relevant Utilisation.

2 Such documents and/or evidence of steps taken as may be deemed necessary or desirable by, acting reasonably, the Agent (or any legal counsel to the foregoing).

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PART III

Conditions subsequent

1. A copy of the letter from the RBI allotting a loan identification number to the Facility under the ECB Guidelines.

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Schedule 3

Utilisation Request

From: Vedanta Aluminium Limited

To:	ICICI Bank Limited (as Agent)
Dated:	[insert date]

Dear Sirs

Vedanta Aluminium Limited                      Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2 We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	(or, if that is not a Business Day, the next Business Day)
Amount:	US$ [—] or, if less, the Available Facility
Interest Period:	6 months

3 We confirm that each condition specified in [Clause 4.1 (initial conditions precedent) / Clause 4.2 (Further conditions precedent)] is satisfied on the date of this Utilisation Request.

4 The proceeds of this Loan should be credited to: [insert payee account details].

5 We confirm that no Default has occurred and is continuing.

6 We hereby repeat each Repeating Representation.

7 We hereby authorise you to deduct from the proceeds of the Utilisation any fees, costs and expenses which are due and payable by us to you and pay us the remaining sums.

8 This Utilisation Request is irrevocable.

for and on behalf of

/s/ Vedanta Aluminium Limited

[Vedanta Aluminium Limited]

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Name:

Title:

79

Schedule 4

Form of Transfer Certificates

To:	[—] (as Agent)
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:

Vedanta Aluminium limited –                     Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to Clause 23.5 (Procedure for transfer) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer).

(b) The proposed Transfer Date is [—].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule hereto.

3 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in sub-clause (a) of Clause 23.4 (Limitation of responsibility of Existing Lenders).

4 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

5 This Transfer Certificate is governed by English Law.

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THE SCHEDULE (In each Transfer Certificate)
Transfer Details:
Participation Transferred
Commitment Transferred
Drawn Amount:	(—)
Undrawn Amount:	(—)
Administration Details of New Lender:
New Lender’s Receiving Amount:		(—)
Address of Lending Office:		(—)
Telephone:	(—)
Facsimile:	(—)
Attn/Ref:	(—)

For and on behalf of		For and on behalf of
(— Insert name of Existing Lender)		(— Insert name of New Lender)
(Sign)		(Sign)
Name:	(—)	Name:	(—)
Title:	(—)	Title:	(—)

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as (—)

For and on behalf of

[***Insert Agent’s name***]

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(Sign)
Name:	(—)
Title:	(—)

82

Schedule 5

Form of Compliance Certificate

To:	ICICI Bank Limited (as Agent)
From:	Vedanta Aluminium Limited
Dated:	[insert date]

Dear Sirs

Vedanta Aluminium Limited – US$100,000,000 Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that: [Insert details of covenants to be certified]

3 We confirm that no Default has occurred and/ or is continuing.

for and on behalf of

Vedanta Aluminium Limited

Signed:
	Authorised Signatory
or
Signed:
	Director	Director

[Insert applicable certification language]

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for and on behalf of

[name of auditors of the Borrower]

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Schedule 6

Timetables

“D – ” refers to the number of Business Days before the relevant Utilisation Date or the first day of the relevant Interest Period (as the case may be).

Delivery of a duly completed Utilisation	D-6*
Request (Clause 5.1 (Delivery of a
Utilisation Request)	11am
Agent notifies the Lenders of the Loan in	D-3*
accordance with Clause 5.4(n) (Lenders’
participation)	11am
LIBOR is fixed	Quotation Day as of 11am London time

* If Business Day specified will fall on or after the relevant Quotation Day, then the Specified Time shall be 11am on the Business Day immediately preceding the Quotation Day.

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Schedule 7

Repayment Schedule

Repayment date (being the number of months set out below from (but not including) the Average Utilisation Date)	Amount (US$)
42		10,000,000
48		10,000,000
64		10,000,000
60		20,000,000
66		25,000,000
72		25,000,000
Total:		100,000,000

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Schedule 8

Existing and Permitted Encumbrances

PART A

Existing Encumbrances

Name of Obligor	Security	Total Principal Amount of Indebtedness Secured
Vedanta Aluminium Limited	Assets of the Jharsuguda project of the company amounting to Rs. 15,000.0 million which are already charged in favour of ICICI Bank and other lenders.	Rs. 15,000 million

PART B

Permitted Encumbrances

Name of Obligor	Security	Total Principal Amount of Indebtedness which may be Secured
Not applicable as on the date of this agreement	Not applicable as on the date of this agreement	Not applicable as on the date of this agreement

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SIGNATURES

As Borrower

The Common Seal of VEDANTA ALUMINIUM LIMITED, the withinnamed Borrower, has pursuant to the Resolution of its Board of Directors passed in that behalf on the 28 day of MARCH, 2008, hereunto been affixed in the presence of Mr./Ms. VIRENDRA AGRAWAL and Mr./Ms D.J. Somani Authorized Signatories Directors of the Borrower who have signed these presents in token thereof and Mr./ Ms.                     , Secretary / authorized person, who has countersigned the same in token thereof.	)
	)
	)
	)	/s/ D.J. Somani
	)
	)
	)
	)
	)
	)
	)
	)
	)
	)
	)

Address:	VEDANTA ALUMINIUM LIMITED
	75 NehruRoad, Vile Parle(East), Mumbai-400099, India
Attention:	Mr. Virendra Agrawal
Telephone:	022-10068013
Fax:
Telex:

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As Agent

EXECUTED by		)
ICICI BANK LIMITED		)
		)
acting	by:	)
		)
		)
		)	(Sign)
Name:		)
Title:		)
		)

Address:	9 Raffles Place #50-01, Republic Plaza, Singapore 048619
Attention:	Suraj Aggarwal
Telephone:	+ 65 6723 4168
Fax:	+ 65 6723 9268

Telex:

As Arranger

EXECUTED by		)
ICICI BANK LIMITED		)
		)
acting	by:	)
		)
		)
		)
		)	(Sign)
Name:		)
Title:

89

Title:		)
As Original Lender
EXECUTED by		)
ICICI BANK LIMITED		)
		)
acting	by:	)
		)
		)
		)	(Sign)
Name:		)
Title:		)
		)

Address:	9 Raffles Place #50-01, Republic Plaza, Singapore 048619
Attention:	Suraj Aggarwal
Telephone:	+ 65 6723 4168
Fax:	+ 65 6723 9268

Telex:

90

EX-4.30

Exhibit 4.30

FACILITY AGREEMENT

BETWEEN

VEDANTA ALUMINIUM LIMITED

— as the Borrower

AND

THE BANKS AND FINANCIAL INSTITUTIONS

SET FORTH IN SCHEDULE I

— as the Rupee Lenders

AND

STATE BANK OF INDIA

— as Issuing Bank

AND

STATE BANK OF INDIA

— as the Facility Agent

TABLE OF CONTENTS

1.	DEFINITIONS & PRINCIPLES OF CONSTRUCTION	6
2.	FACILITIES	32
3.	DISBURSEMENT MECHANISM	35
4.	MECHANISM FOR LC ISSUANCE	52
5.	CANCELLATION OF THE FACILITIES	62
6.	CONDITIONS PRECEDENT	63
7.	REPRESENTATIONS AND WARRANTIES	75
8.	AFFIRMATIVE COVENANTS	85
9.	NEGATIVE COVENANTS	107
10.	SECURITY	111
11.	FINANCIAL COVENANTS	114
12.	INTEREST AND FEES	115
13.	REPAYMENT	118
14.	PREPAYMENT	118
15.	EVENTS OF DEFAULT	119
16.	MODE OF PAYMENTS; APPROPRIATIONS OF MONIES	127
17.	EXPENSES AND INDEMNIFICATIONS	129
18.	MISCELLANEOUS	131
19.	FACILITY AGENT	141
20.	EXECUTION OF THE FINANCING DOCUMENTS	154
SCHEDULE I		155
Details of Lenders, Rupee Commitment, etc.		155
SCHEDULE II		156
Banking Base Case		156
SCHEDULE III		163
List of Clearances		163
SCHEDULE IV		166
List of Financing Documents		166
SCHEDULE V		167
Repayment Schedule		167
SCHEDULE VI		168
Lending Office addresses and other Address for The purpose of forwarding notices		168
SCHEDULE VII		170
Notice of Drawdown and Drawdown Certificate		170

1

SCHEDULE VIII	175
Certificate from LIE	175
SCHEDULE IX	176
Lending Confirmation Notice	176
SCHEDULE X	177
Novation Notice	177
SCHEDULE XI	179
Financing Plan	179
SCHEDULE XII	180
Project Sites	180
SCHEDULE XIII	181
List of Related Party Contracts	181
SCHEDULE XIV	182
Participating Interest Notice	182
SCHEDULE XV	183
Details of Existing Lenders	183
SCHEDULE XVI	184
FORMAT OF DEED OF ACCESSION	184

2

[One Hundred Rupee Stamp]

THIS FACILITY AGREEMENT is made at Bhubaneshwar on this the 5^th day of April, 2011 by and among:

1. VEDANTA ALUMINIUM LIMITED, a company incorporated in India under the Companies Act, 1956 (1 of 1956), with its registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu (hereinafter referred to as the “Borrower”, which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to include its successors);

3

FACILITY AGREEMENT

AND

2. THE BANKS AND FINANCIAL INSTITUTIONS set out in Schedule I hereto (hereinafter referred to as the “Rupee Lenders”; which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include their respective successors, and assigns);

AND

3. STATE BANK OF INDIA, a banking corporation constituted under the State Bank of India Act, 1955 (23 of 1955) and having its Corporate Centre at State Bank Bhavan, Madame Cama Road, Mumbai 400021, Maharashtra and acting through its Corporate Accounts Group, Mumbai Branch at Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai - 400 001 (hereinafter referred to as the “Issuing Bank”, which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to include its permitted transferees, novatees, successors and assigns);

AND

4. STATE BANK OF INDIA, a banking corporation constituted under the State Bank of India Act, 1955 (23 of 1955) and having its Corporate Accounts Group. Mumbai Branch at Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai - 400 001, as the facility agent acting for and on behalf of the Lenders (hereinafter referred to as the “Facility Agent”, which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to include its permitted transferees, novatees, successors and assigns).

The parties mentioned above, are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

A. The Borrower is currently setting up an integrated aluminium project comprising of: (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 MW captive power plant at Jharsuguda, Orissa, the aggregate cost of which is estimated at Rs. 28,300 crores (Rupees Twenty Eight Thousand Three Hundred crores only) (the “Estimated Project Cost”).

B. in furtherance of the Borrower’s obligations with respect to the construction and implementation of the Project, the Borrower requires financial assistances to meet the debt component of the cost of the Project, amounting to Rs. 16,980 crores (Rupees Sixteen Thousand Nine Hundred and Eighty Crores only) in the form of rupee term loans, export credit assistances, foreign currency loans, external commercial borrowings, non- convertible debentures and sponsor’s debt.

C. The Borrower has already obtained financial assistances to the extent of the Existing Debt (as defined hereinbelow) from the Existing Lenders (as defined hereinbelow).

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FACILITY AGREEMENT

D. For the purpose of partial financing of the remaining debt component of the Estimated Project Cost, the Lenders have, at the request of the Borrower, agreed to provide to the Borrower, financial assistances (the “Rupee Facility/ies”) as tranche II facility upto amounts not exceeding their respective Rupee Commitment, on and subject to the terms contained in this Agreement and the other Financing Documents.

E. Pursuant to various Construction Contracts entered/to be entered by the Borrower with various Construction Contractors, the Borrower may be required to provide LCs to certain Contractors. In various cases, the Beneficiary may require that a single LC for a consolidated sum be provided to it. Therefore, at the request of the Borrower and on the basis of commitments and/or participation by various Rupee Lenders, the Issuing Bank has agreed to provide facility (the “Issuing Bank LC Facility”) as a part of the Rupee Facility, by way of issuance of Letters of Credit on behalf of the Borrower to Beneficiaries for the purposes set out in this Agreement, upto amounts not exceeding the aggregate of the LC Commitment of all the Participating Lenders (the “Issuing Bank Fronting LC Commitment”).

F. At the request of the Borrower and subject to the terms of this Agreement and the other Financing Documents, some of the Rupee Lenders listed in Schedule I hereof (the “Participating Lenders”) have, as a part of their Rupee Commitment under the Rupee Facility, agreed to provide financial assistance by way of: (i) risk sharing of amounts to be paid by the Issuing Bank under Issuing Bank LCs from time to time upto amounts not exceeding in the aggregate their respective LC Commitment and to treat such payments made to the Issuing Bank as Rupee Advances and repayable as Rupee Loans; (ii) issuance of Letters of Commitment (as defined hereinafter) upto amounts not exceeding their respective LC Commitment.

G. At the request of the Borrower and subject to the terms of this Agreement and the other Financing Documents, some of the Rupee Lenders listed in Schedule I hereof (“LC Lenders”) have, as a sub-limit of their Rupee Commitment under the Rupee Facility, agreed to provide financial assistance (“LC Lenders’ LC Facility”) by way of issuance of Letters of Credit on behalf of the Borrower upto amounts not exceeding in the aggregate their respective LC Commitment, and to treat such payments made to the Issuing Bank as Rupee Advances and repayable as Rupee Loans.

H. At the request of the Borrower and subject to the terms of this Agreement and the other Financing Documents, the Rupee Lenders have agreed to provide to the Borrower financial assistance by way of Disbursements under the Rupee Facility upto amounts not exceeding their respective Rupee Commitment.

5

FACILITY AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the Lenders entering into this Agreement and agreeing to lend monies to the Borrower, and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS & PRINCIPLES OF CONSTRUCTION

1.1 Definitions

“Abandonment” shall mean the cessation of performance of obligations by the Borrower in respect of the whole or any substantial part of the Project, for a continuous period of 30 (thirty) days, as determined by the Facility Agent. For this purpose, but without limitation to the generality of the foregoing, the Borrower shall be deemed to have abandoned the Project if it shall make or fail to make a decision, or shall take or fail to take any action required in order to develop or operate the Project, including failure to oversee the actions of any third parties involved, failure to pay lease, rents, salaries fees etc., failure to file necessary records and/or papers with any Person as required, failing to apply for Clearances required for the Project, or failure to stop encroachment, for reasons other than Force Majeure. “Abandon” and “Abandoned” shall be construed accordingly. For the purpose of avoidance of doubt, an event of Force Majeure shall not excuse the Borrower of any of its obligations under this Agreement or the other Financing Documents, except the obligations relating to development or operation of the Project that are affected by the Force Majeure. “Force Majeure” for the purpose of this definition, shall comprise the following acts, events and circumstances affecting the Project:

(a) flood, cyclone, lightning, earthquake, drought, storm or any other extreme effect of the natural elements;

(b) any act, restraint or regulation of any Government Authority including:

(i) any failure by a Government Authority to grant any license, permit or clearance within reasonable time (other than for cause) after application having been duly made;

(ii) the expropriation by any Government Authority or compulsory acquisition of any shares in or assets or rights of the Borrower;

(iii) any action by a Government Authority resulting in a loss of access to the Project Site or the removal or rescission of any Clearance which is essential for the Project;

(c) act of war, invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot insurrection, civil commotion, act of terrorism or sabotage, in each case occurring inside or directly involving India;

(d) any act of God; and

(e) any other act or event or circumstance of an analogous nature.

“Account” shall have the meaning ascribed to it in Clause 3.3 hereof.

“Additional Interest” shall have the meaning ascribed to it in Clause 12.3 hereof.

“Affiliate” shall mean in relation to any party, a Person that controls, is controlled by or is under the common control with such party.

“Agreement” shall mean this Facility Agreement, together with all schedules attached thereto and shall include any amendment(s) made thereto from time to time.

“Applicable Law” shall include any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, authorization, approval, directive, guideline, policy, requirement, or governmental restriction having the force of law, or any determination by, or any interpretation or administration of any of the foregoing by, any statutory or judicial or regulatory authority, whether in effect as of the date of this Agreement or thereafter and in each case as amended.

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FACILITY AGREEMENT

“Authorised Officer” shall mean with respect to any Person, any officer of such Person that is authorised to sign on behalf of such Person and at the time being listed as such by the company secretary of such Person in the most recent certificate of such company secretary delivered to the Facility Agent.

“Availability Period” shall mean the period from the date of this Agreement until the earlier of (i) the date on which each of the Rupee Commitments under the Rupee Facility shall have been terminated or reduced to zero pursuant to the terms of this Agreement, or (ii) the date falling 6 (six) months after the Project COD, which may be further extended if required by another 6 (six) months on mutually agreed terms.

“Available Interim Commitment” in relation to each Lender shall mean such Lender’s Interim Commitment minus the aggregate of Disbursements made by such Lender prior to the Date of CP Satisfaction, and shall include the Earmarked Amount and Devaluation Amount, if any, in relation to (i) the LCs issued by such Lender as a LC Lender or (ii) participation by such Lender as a Participating Lender in LCs issued by the Issuing Bank or (iii) the Letters of Commitment issued by such Lender as a Participating Lender, as the case may be.

“Available Rupee Commitment” in relation to each Rupee Lender shall mean such Rupee Lender’s Rupee Commitment minus:

(a) the aggregate Earmarked Amounts in relation to LCs issued by such Rupee Lender as a LC Lender;

(b) the aggregate Participating Earmarked Amount of such Rupee Lender as a Participating Lender in case of such Rupee Lender participating in the LCs issued by the Issuing Bank;

(c) the Devaluation Amount, if any, earmarked in relation to (a) and (b) above by such Rupee Lender;

(d) the aggregate amount of the Letter(s) of Commitment issued by such Rupee Lender as LOC Lender;

(e) the principal amount of each Rupee Drawdown, including any Interim Disbursements, made by such Rupee Lender,

and as further reduced on account of any cancellation or reduction of such Rupee Lender’s Rupee Commitment under this Agreement.

“Balance Power Agreement” shall mean the agreement(s) to be entered into between the Borrower and Sterlite Energy Limited or the Borrower and any other person including the relevant state grid, as amended from time to time, for procurement of balance power requirement for the Borrower’s smelter plant, from the 2,400 MW power plant of Sterlite Energy Limited or such other sources of such other persons including the state grid.

“Banking Base Case” shall mean the projection of revenues and expenses and cash flows with supporting assumptions and explanations thereto, with respect to the Project over a period beginning from the Fiscal Year 2010-2011 and not shorter than the period ending on the Final Settlement Date, which is currently as detailed in Schedule II hereof, as modified from time to time.

“Base Rate” in respect of any Lender, shall mean the currently prevailing base rate of such Lender as indicated against the name of such Lender in Schedule I, and as may be notified by such Lender from time to time.

7

FACILITY AGREEMENT

“Beneficiary” in relation to (i) Letter of Credit(s) shall mean (a) any Person for whose benefit any LCs are issued / to be issued and (b) any transferee of such Letter(s) of Credit, and (ii) Letter of Commitment shall mean (a) a buyer’s credit bank (b) any bank which has issued letter of commitment (other than the Rupee Lenders) to a buyer’s credit bank.

“Board” shall mean the board of directors of the Borrower appointed pursuant to the Companies Act, 1956.

“Business Day” shall mean:

(a) in relation to the making of any Disbursement, by a Lender, any day on which such Lender and all other Lenders who have to make simultaneous Disbursements are open for normal banking business in the place of their respective Lending Office(s); or

(b) in relation to any payment to be made by any Obligor, a day on which banks are normally open for banking business in Mumbai and London; or

(c) in relation to all other matters, a day (other than a Saturday or a Sunday) upon which banks are normally open for banking business in Mumbai.

“Calculation Year” shall have the meaning ascribed thereto in Clause 11.2 hereof.

“Change in Control” shall mean the occurrence of any of the following events:

(i) any Person, other than the Sponsor and/or any Affiliates of the Sponsor, acting singularly or with any other Person (either directly or indirectly), acquires control of the Borrower or of any other Person who controls the Borrower; or

(ii) the Sponsor along with its Affiliates ceases to own 51% (fifty one per cent) of the Shares.

“Claimed Amount” shall mean the amount of monies claimed by the Beneficiary or the Confirming Bank, if any, from the LC Lender or the Issuing Bank under the LCs issued by the LC Lender or the Issuing Bank, as the case may be, and such claim has been found by the LC Lender or the Issuing Bank, as the case may be, at its sole discretion, to be valid and accompanied by non-discrepant documents as specified under the LC, or the discrepancies have been resolved to the LC Lender’s/Issuing Bank’s satisfaction.

“Clearances” in relation to any Person and/or purpose, shall mean any consent, license, approval, registration, permit or other authorisation of any nature which is granted / to be granted including by any statutory or regulatory authority to such Person or for such purpose, including in relation to the Borrower for: (i) the incorporation of the Borrower, (ii) fulfilling its obligations under the Transaction Documents including making by it of the payments contemplated by the Transaction Documents, (iii) the enforceability of any Transaction Documents (iv) development and operation of the Project, in any event include those Clearances listed in Schedule III hereof.

“Coal Supply Agreement” shall mean the agreement(s) to be entered into between the Borrower and the coal suppliers, as amended from time to time, for supply of coal to the Borrower for meeting coal requirement of its captive power plants.

“Commitment Fees” shall have the meaning ascribed thereto in Clause 12.5.1 hereof.

“Competitor” shall mean shall mean any Person which has, directly or indirectly, been engaged in the construction, operation, development or implementation of projects similar to the Project or compete with the Borrower in relation to their business.

8

FACILITY AGREEMENT

“Confidential Information” shall have the same meaning ascribed to it in Clause 18.18 hereof.

“Confirming Bank” shall mean with respect to a Letter of Credit issued pursuant to the terms of this Agreement, any bank or financial institution that may be notified by the LC Lender and/or the Issuing Bank, on the request of the Borrower, as confirming bank at the time of issuance of such Letter of Credit.

“Construction Budget” shall mean such budget as has been prepared and certified by the Borrower (as reviewed by the LIE and approved by the Facility Agent) and which:

(i) reflects the amount of expenses for meeting Project Cost required to achieve the Project COD broken into each Project Module, relative to their respective PMOD and timing (including interest during construction, Contingency and margin money) for incurring such expenses;

(ii) reflects the Project Schedule;

(iii) conforms to the Banking Base Case,

as amended from time to time.

“Construction Contracts” shall mean in relation to the Project, the contracts entered into or to be entered into or the work orders/purchase orders issued/to be issued by the Borrower in relation to the construction, or procurement and supply of materials and equipment, or provision of services, for the Project (or any Project Module thereof), as the case may be, including any EPC Contract.

“Construction Contractor(s)” shall mean each of the counter-parties to any Construction Contract, other than the Borrower, or collectively all of them, as the case may be.

“Consultant(s)” shall mean the consultants appointed by the Borrower in accordance with the terms of Clause 6.3.3 hereof.

“Contested in Good Faith” shall mean, with respect to the payment of Taxes or any other claims or liabilities by any Person, the satisfaction of each of the following conditions : (i) the validity or amount thereof is being diligently contested in good faith by such Person by appropriate proceedings timely instituted, (ii) during the period of such contest, the enforcement of any contested item is effectively stayed by a court or tribunal or by operation of law, (iii) neither such Person nor any of its officers nor any Secured Party or their respective officers is or could reasonably be expected to become subject to criminal liability or sanction and (iv) such contest and any resultant failure to pay or discharge the claimed or assessed amount does not constitute a Material Adverse Effect.

“Contingency” shall mean such funds as are designated as “contingency” line item in the Construction Budget.

“Contract(s)” shall mean any Construction Contract(s) or any other contract(s) entered into by the Borrower in connection with the Project.

“Contractual Damages” shall mean damages, whether liquidated or otherwise, and/or penalties payable to the Borrower pursuant to the Project Documents.

9

FACILITY AGREEMENT

“Cost Overrun Support” shall have the meaning ascribed thereto in the Sponsor Support Agreement.

“Corporate Guarantee” shall mean the guarantee to be executed by the Guarantor in favour of the Facility Agent at the request of the Borrower pursuant to the terms of this Agreement.

“Crystallised Rupee Amount” shall mean, with respect to any Claimed Amount denominated in Foreign Currency and payable to the Beneficiary or the Confirming Bank under a Foreign Currency LC issued by the LC Lender and/or the Issuing Bank, such Foreign Currency amount in equivalent Rupees converted at the State Bank of India TT Selling Rate for such Foreign Currency on the date of (a) issuance of Issuing Bank Notice of Demand (in case of a Foreign Currency LC issued by the Issuing Bank) or (b) issuance of an LC Lender Notice of Demand (in case of a Foreign Currency LC issued by the LC Lender).

“Date of CP Satisfaction” shall mean the date on which the Borrower has satisfied or caused the satisfaction of (or obtained waivers in terms of Clause 6.4 hereof) each of the conditions precedent under Clause 6.1, 6.2 and 6.3 hereof to the satisfaction of the Rupee Lenders in relation to the Initial Disbursement.

“Debenture Trustee – I” shall mean IL&FS Trust Company Limited.

“Debt” on any date on which a calculation is made, shall mean the Rupee Drawdowns, disbursed amount of Sponsor Subdebt, liabilities towards Existing Debt, any financial assistances / loans taken from the New Lenders, Earmarked Amounts and the amounts of the Letter(s) of Commitment, but shall not include working capital facilities (funded and non-funded).

“Debt Equity Ratio” shall mean the ratio of Debt to Equity, where:

For the avoidance of doubt, (i) any funding brought in or arranged by the Sponsor as Sponsor Subdebt and (ii) any amounts received as Equity but which were utilized or shall be utilized for purposes other than the Project, shall be excluded for the purposes of calculating Equity in the Debt Equity Ratio.

“Debt Service” shall mean in relation to a specified period, the amount of Repayment Instalments, Interest, including any Further Interest, Additional Interest, Default Interest, Post Interim Interest, Guarantee Further Interest, Unreimbursed Drawings, commissions, fees, costs, charges and expenses and any other amounts which the Borrower is required / due to repay or pay in such period to the Lenders, excluding any amount of the Rupee Facility that has been re- financed/ proposed to be re-financed by the Borrower during such period; provided that in relation to funding of the Debt Service Reserve Account, ‘Debt Service’ shall not include Unreimbursed Drawings.

“Debt Service Reserve Account” or “DSRA” shall have the meaning ascribed to it in Clause 8.2.2 (a) hereof.

“Deed of Accession” shall mean the deed of accession to be executed by such New Lenders which shall accede to this Agreement, substantially in the form prescribed in Schedule XVI hereof.

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FACILITY AGREEMENT

“Default Interest” shall have the meaning ascribed thereto in Clause 12.4 hereof.

“Default Rate” shall mean in respect of each Lender a rate equal to two percent (2%) per annum.

“Devaluation Amount” in relation to the Foreign Currency LCs shall mean an amount equal to 5% (Five percent) of the Earmarked Amount for such LCs.

“Directors” shall mean directors on the Borrower’s Board.

“Disbursement” shall mean a Rupee Drawdown, an LC Issuance and/or issuance of Letter of Commitment.

“Disbursement Date” shall mean the date of any Disbursement.

“Documentary Credit Application” shall mean the Borrower’s application/(s) to the Facility Agent requesting the LC Lenders and/or the Issuing Bank for opening Letter(s) of Credit, along with all supporting documents required to be furnished by the Borrower in respect thereof to the LC Lenders and/or the Issuing Bank, as the case may be, who has been requested to issue a LC in a format prescribed by such LC Lender/Issuing Bank.

“Drawdown Schedule” shall mean the schedule(s) of drawdown of planned Rupee Loans prepared by the Borrower and provided to the respective Rupee Lenders in accordance with Clause 3.4.10 (Drawdown Schedule) hereof, and shall include any revisions made thereto from time to time in accordance with the terms of this Agreement.

“Drawdown Schedule Period” shall mean each Fiscal Quarter of the Availability Period.

“Drawdown Shortfall Amount” shall have the meaning ascribed thereto in Clause 12.5.1 hereof.

“Drawstop Notice” shall have the meaning ascribed thereto in Clause 3.4.4(i) hereof.

“Documents” shall mean the documents as specified under Letter(s) of Credit (including the bills of exchange drawn under the Letter(s) of Credit) and drawn up in accordance with the terms of the Letter(s) of Credit.

“DSR Guarantee” shall have the meaning ascribed thereto in Clause 8.2.2(b) hereof.

“DSR Required Balance” shall have the meaning ascribed thereto in Clause 8.2.2(b) hereof.

“DSRA Bank” shall mean such bank acceptable to the Facility Agent with which the Borrower shall open the Debt Service Reserve Account pursuant to the terms of this Agreement.

“Due Date(s)” shall mean, in respect of:

(a) Repayment Instalments, the Repayment Dates;

(b) Interest, the Interest Payment Dates; and

(c) any other amount payable under the Financing Documents, the date on which such amount falls due in terms of the Financing Documents,

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FACILITY AGREEMENT

or such other dates on which such or any other amounts including the Rupee Loan, interest or other monies, fall due in accordance with the terms of the Financing Documents.

“Earmarked Amount” shall mean with respect to each LC, the maximum amount drawable by the Beneficiary thereunder as specified in the relevant Notice of Drawdown and Drawdown Certificate and intimated to the Beneficiary, which for a revolving/self-reinstating LC shall be the maximum amount to which such LC can revolve or reinstate but shall not at any time exceed:

(i) in case LC is issued by an LC Lender, the Remaining LC Commitment of such LC Lender;

(ii) in case the LC is issued by the Issuing Bank, the aggregate of the Remaining LC Commitment of all Participating Lenders participating in such LC.

“ECB” shall have the meaning ascribed thereto in the ECB Master Circular

“ECB Master Circular” shall mean the Master Circular on External Commercial Borrowings and Trade Credits issued by the Reserve Bank of India on July 1, 2010 and other circulars, notifications, guidelines or press notes in relation to ECB issued by the RBI and/or other Government Entity, and as each of them may be amended, modified or replaced from time to time.

“EPC Contract(s)” shall mean the contracts entered into or to be entered into in relation to the engineering, procurement and construction of materials and equipment, and provision of services in relation to the Project.

“Equity” shall mean the aggregate of the following:

(a) The monies, including share premium, received by the Borrower against issuance of Shares by the Borrower and for which Shares have been/ are proposed to be issued and to be applied towards the Project Cost;

(b) The monies, including share premium, received by the Borrower against issuance of non- cumulative preference shares by the Borrower and for which preference shares have been/ are proposed to be issued and to be applied towards the Project Cost;

Provided that for (a) and (b) above, any monies received by the Borrower towards allotment of Shares and/or non-cumulative preference shares, shall not be considered as Equity, if the Shares/ non-cumulative preference shares, as the case may be, are not allotted and issued by the Borrower against such monies within 3 (three) months from the date of receipt of such monies;

(c) Sponsor Support Loans;

(d) The Internal Accruals,

in each case to the extent certified by a practising chartered accountant as having been irrevocably received by and/or available to the Borrower in the Account for meeting Project Costs and provided that the amount in (a) above shall not be less than Rs. 1,954 crores (Rupees One Thousand Nine Hundred and Fifty Four crores only), and provided further that the amounts provided by the Sponsor as part of the Sponsor Subdebt shall not be considered as Equity.

“Equity Interest” shall mean the extent of issued Share capital of the Borrower subscribed to by the Sponsor and / or any of its Affiliates.

“Equity Requirement” shall mean an amount equal to Rs. 11,320 crores (Rupees Eleven Thousand Three Hundred and Twenty crores only) required to be funded to the Borrower as Equity.

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FACILITY AGREEMENT

“Estimated Project Cost” shall have the meaning ascribed thereto in Recital A hereof.

“Event of Default” shall have the meaning specified in Clause 15.1 hereof.

“Excluded Assets” shall mean:

(i) land admeasuring 127 (one hundred and twenty seven) acres and situate at village Sindhibahal, Jagannathpur, Bandhaguda, Borbhata, Kothduar, Bundel and Kinari under Lanjigarh tehsil in the District of Kalahandi, Orissa, in the District of Kalahandi, Orissa, which has been mortgaged, by way of first charge, by way of deposit of title deeds on January 19, 2009 and more particularly described in the memorandum of entry recorded on January 19, 2009 in favour of the Debenture Trustee – I for securing the non convertible debentures of Rs. 400 Crores (Rupees Four Hundred Crores only) issued to Life Insurance Corporation of India (“LIC”) and all other monies in respect thereof;

(ii) all the moveable fixed assets of the Borrower pertaining to 1.4 MTPA alumina refinery of the Borrower situated at Lanjigarh and not exceeding value of Rs. 640 Crores (Rupees Six Hundred and Forty Crores only) as of September 30, 2008 as per the books of accounts of the Borrower, charged, by way of first charge, in favour of the Debenture Trustee – I for securing the non convertible debentures of Rs. 400 Crores (Rupees Four Hundred Crores only) issued to LIC and all other monies in respect thereof under the deed of hypothecation & memorandum of entry dated January 19, 2009;

(iii) movable plant and machinery of the Borrower in the nature of fixed assets pertaining to the alumina refinery of the Borrower situated at Lanjigarh, Orissa and not exceeding value of Rs. 401 Crores (Rupees Four Hundred and One Crores only) as of June 5, 2009 as per the books of accounts of the Borrower, charged, by way of first charge, in favour of HDFC Bank Limited (“HDFC”) for securing their short term loan of Rs. 201 Crores (Rupees Two Hundred and One Crores only) to the Borrower and all monies in respect thereof under the supplementary letter of hypothecation of stocks, book debts, machinery executed on June 5, 2009;

iv) land of the value not exceeding Rs. 1 crore (Rupees One Crore), wherever situate, but not forming part of the assets secured in favour of the Security Trustee, to be secured in favour of debenture trustee(s) for securing non convertible debentures or bonds issued by the Borrower to various persons, subject to the issuance of such debentures and bonds is approved by the Facility Agent.

“Existing Debt” shall mean financial assistances that have been obtained by the Borrower prior to the date of this Agreement from the Existing Lenders as more particularly detailed in Schedule XI.

“Existing Lenders” shall mean all such banks and financial institutions who have provided the Existing Debt and more particularly detailed in Schedule XV, and unless it be repugnant to the subject or context thereof, their respective successors, transferees, novatees and assigns.

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FACILITY AGREEMENT

“Fee Letters” shall mean letter(s) relating to the payment of fees, commission or other charges by the Borrower to the Facility Agent and / or to the Lenders under the this Agreement.

“Final Settlement Date” shall mean the date on which all Outstandings owed to the Secured Parties by the Borrower have been paid, discharged or performed in full to the satisfaction of the Secured Parties and there are no sums which are owed, even contingently, to the Secured Parties by the Borrower, under or pursuant to the Financing Documents.

“Financial Close” shall mean the date on which the Borrower has satisfied or caused the satisfaction of all the conditions precedent applicable for availing the Initial Disbursement.

“Financial Covenants” shall have the meaning ascribed thereto in Clause 11.1 hereof.

“Financing Documents” shall mean collectively the documents set out in Schedule IV hereof.

“Financing Plan” shall mean the base case financing plan as set out in Schedule XI hereof providing the base case Equity and debt required for the Project, and as may be revised from time to time, upon mutual agreement of the Borrower and the Lenders.

“First Repayment Date” shall mean December 31, 2013

“Fiscal Quarter” shall mean, in any Fiscal Year, the following three month periods of a Fiscal Year:

(a) April 1 to June 30

(b) July 1 to September 30

(c) October 1 to December 31

(d) January 1 to March 31.

“Fiscal Year” shall mean the period commencing from April 1^st of each calendar year till March 31^st of next calendar year.

“Foreign Currency” shall mean the lawful currency of any country other than India.

“Foreign Currency LC” shall mean an LC in a Foreign Currency acceptable to the (i) LC Lender, in case of such LC being issued by the LC Lender, or (ii) Issuing Bank, in case of such LC being issued by the Issuing Bank and for which the Claimed Amount shall be payable in such Foreign Currency.

“Fronting Amount” shall mean for any Issuing Bank LC, the aggregate Participating Earmarked Amount of all Participating Lenders, subject to the maximum amount of the Remaining Issuing Bank Fronting LC Commitment.

“Fronting Commission” shall mean the commission payable to the Issuing Bank by the Borrower in accordance with this Agreement towards fronting of the Issuing Bank LC.

“Fronting Commission Rate” shall such rate of commission as is mutually agreed upon between the Borrower and the Fronting Bank.

“Further Interest” shall have the meaning specified in Clause 12.2(i) hereof.

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FACILITY AGREEMENT

“GAMI” shall mean Guiyang Aluminium-Magnesium Design & Research Institute, an institute constituted and existing under the laws of People’s Republic of China and having its registered office at No. 208, Beijing Road, Guiyang City, Guizhou – 550 004, China.

“GOI” shall mean the Government of India.

“GOO” shall mean the Government of the State of Orissa.

“Goods” shall mean the goods described in the Documentary Credit Application.

“Government Authority” shall mean the GOI, the GOO, or the government of any other state of India or any ministry, department, local authority, board, statutory or regulatory authority, instrumentality, agency, corporation (to the extent acting in a legislative, judicial or administrative capacity and not as a contracting party with the Borrower) or commission under the direct or indirect control of the GOI or the GOO or the government of any other state of India or any political subdivision of any of them or owned or controlled by the GOI, the GOO or any of their subdivisions, or any court, tribunal or judicial body within India.

“Gross DSCR” shall mean on any date, in respect of any period, the ratio of ‘x’ is to ‘y’ where:

x	=	the aggregate of (a) profit after tax for that period; (b) depreciation for such period (c) interest payable on long term loans (including Sponsor Subdebt but excluding Quasi Equity) for such period; (d) interest payable on Quasi Equity for such period; (e) non-cash hedging losses/ provisions or any other non-cash expenses; (f) deferred income tax liability
	and
y	=	rupee equivalent of amount equal to the sum of interest on long term loans (including Sponsor Subdebt but excluding Quasi Equity) and the repayment instalment (including Sponsor Subdebt) payable for that period.

For the purpose of calculating the Gross DSCR over any period, actual figures would be taken for the past period. Substitution of Sponsor Subdebt by New Commitments and/or prepayment of any long term loans shall not be considered for the purpose of calculating the Gross DSCR for any period.

“Guarantee Further Interest” shall have the meaning ascribed thereto in Clause 12.8(i) hereof

“Guarantor” shall mean Vedanta Resources PLC, a company incorporated in accordance with the relevant provisions of law in England and Wales and having its registered office at 2^nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ, United Kingdom, or its successors or permitted assigns or transferees.

“Indian GAAP” shall mean generally accepted accounting principles in India, as in effect from time to time.

“Initial Disbursement” shall mean the first Disbursement by any of the Lenders under this Agreement upon or following Date of CP Satisfaction and shall not include any disbursements made by the Interim Lenders under the Interim Arrangement.

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FACILITY AGREEMENT

“Initial Disbursement Date” shall mean the date on which Initial Disbursement takes place.

“Insurance Contracts” shall mean all the insurance contracts obtained / to be obtained by the Borrower as per advice of the LIA and/or the Facility Agent.

“Intercreditor Agreement” shall mean the agreement proposed to be entered into between the Lenders, the Facility Agent and the Security Trustee, and providing for, inter alia, the modalities for undertaking joint and/or independent actions by or on behalf of the Lenders, including upon an Event of Default.

“Interest” shall have the meaning ascribed thereto in Clause 12.1 hereof.

“Interest Payment Date” shall mean the last day of each month and if such last day is not a Business Day, then the Business Day immediately preceding such last day, provided however, the Interest to be paid to the Rupee Lenders shall always be calculated till such last day of the month. It is further clarified that in the event the last day of a month is not a Business Day and the Interest is paid on the Business Day immediately preceding such last day, the Interest shall be deemed to have been paid on the last day of such month.

“Interest Period” for each Disbursement shall mean the period beginning from the date of such Disbursement and ending on (and including) the next Interest Payment Date and thereafter the period beginning from (and excluding) one Interest Payment Date and ending on (and including) the subsequent Interest Payment Date, until the Final Settlement Date.

“Interest Rate” in relation to any Lender, shall mean Base Rate plus the Spread as set out against the name of such Lender in Schedule I hereof.

“Interest Reset Date” shall mean each date falling on the anniversary of the date of execution of this Agreement.

“Interest Tax” shall mean any tax, fees or other statutory levy payable by the Lenders which is levied on any payments in the nature of interest (howsoever the same may be described including but not limited to default interest, penalties and damages) or any other statutory levy including any charges, taxes or levy under the Interest Tax Act, 1974 and all such imposts, duties and taxes (of any description whatsoever).

“Interim Arrangement” shall mean the interim agreements entered into between the Borrower and Interim Lenders, including the agreements for issuance of letter(s) of credit upto amounts not exceeding Rupees 2000 crores (Rupees Two Thousand Crores only) for the purposes of the Project.

“Interim Commitment” shall mean, in relation to each Rupee Lender, such portion of the amount of Rupee Commitment as has been set opposite its name under the heading “Interim Commitment” in Schedule I hereof and that may be disbursed to the Borrower, in accordance with the terms of this Agreement, after the satisfaction of the conditions specified in Clause 3.1.2 (c) hereof and prior to the Date of CP Satisfaction.

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FACILITY AGREEMENT

“Interim Disbursement” shall mean any Disbursement made under the Interim Commitment after the satisfaction of the conditions specified in Clause 3.1.2 (c) hereof and prior to Date of CP Satisfaction.

“Interim Disbursement Date” shall mean date on which the first Interim Disbursement takes place.

“Interim Lenders” shall mean State Bank of India and such other New Lender that has acceded to this Agreement and satisfies the conditions specified in Clause 2.8 hereof.

“Internal Accruals” shall mean all such monies that are generated from operation of the various Project Modules prior to the Project COD, which, after paying for the operating costs and any debt service costs which are not included in the Project Cost and funded out of such monies, in relation to the Project, are freely available to the Borrower for utilisation towards Project Costs.

“Intellectual Property Rights” shall mean all rights, title, benefit and interest in relation to Intellectual Property anywhere in the world (whether registered or not and including all applications for the same) and as defined in Clause 7.11 hereof.

“Issuing Bank LC” shall mean a Letter of Credit issued by the Issuing Bank pursuant to the terms of this Agreement.

“Issuing Bank Fronting LC Commitment” shall have the meaning ascribed thereto in Recital E hereof.

“Issuing Bank Notice of Demand” shall have the meaning ascribed thereto in Clause 3.4.7(H) hereof.

“Jharsuguda Phase I (Smelter)” shall mean the 0.5 MTPA aluminium smelter project at Jharsuguda, Orissa, being undertaken by the Borrower and forming part of the Project.

“Jharsuguda Phase I (Power)” shall mean the 1215 MW CPP at Jharsuguda, Orissa, being undertaken by the Borrower and forming part of the Project.

“Jharsuguda Phase II” shall mean expansion of the Jharsuguda Phase I (Smelter) by 1.1 MTPA, to make the capacity of the aluminium smelter project at Jharsuguda, Orissa, equal to 1.6 MTPA, being undertaken by the Borrower and forming part of the Project.

“Jharsuguda Smelter” shall mean the aluminium smelter established/ to be established at Jharsuguda, which upon the PMOD of Jharsuguda Phase I (Smelter) shall have a capacity of 0.5 MTPA, upon PMOD of Jharsuguda Phase I (Power) shall have a capacity of 1215 MW CPP and upon the PMOD of Jharsuguda Phase II shall have a capacity of 1.6 MTPA.

“Konkola Copper Mines Plc” shall mean a limited company incorporated under the Company’s Act 1995 (Zambia) and domiciled in Zambia and having its registered office at Private Bag KCM (c) 2000, Stand M 1408, Fern Avenue, Chingola, Zambia.

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FACILITY AGREEMENT

“Lanjigarh Refinery” shall mean the 1 MTPA alumina refinery project and 75 MW CGPP at Lanjigarh, Orissa, being undertaken by the Borrower and forming part of the Project.

“Last Repayment Instalment” shall mean for each Rupee Lender the last of the Repayment Instalment.

“LC Commission Period” shall mean in respect of a Letter of Credit (i) at the time of issuance of such Letter of Credit, the period commencing from the date of issue of that Letter of Credit and ending on (and excluding) the next following LC Commission Payment Date and (ii) subsequently, the period commencing on one LC Commission Payment Date and ending on (and excluding) the following LC Commission Payment Date.

“LC Commitment” shall have the meaning ascribed thereto in Recital E hereof.

“LC Issuance” shall mean the issue of Letter(s) of Credit by the Issuing Bank or the LC Lenders.

“LC Lenders” shall have the meaning ascribed thereto in Recital G hereof.

“LC Lender LC” shall mean Letter(s) of Credit issued by the LC Lender under this Agreement.

“LC Lenders’ LC Facility” shall have the meaning ascribed thereto in Recital E hereof.

“LC Lender Commission” shall mean the commission payable to LC Lenders by the Borrower.

“LC Lender Commission Rate” shall mean the rate of LC Lender Commission as may be agreed between the LC Lender and the Borrower in writing.

“LC Lender Commission Payment Date” shall have the meaning ascribed thereto in Clause 4.2.3 hereof.

“LC Lender Notice of Demand” shall have the meaning ascribed thereto in Clause 4.2.7(i) hereof.

“LC Value” with respect to any outstanding LC shall mean at any time the aggregate of (a) the undrawn face amount of that LC and (b) the Required Interest Amount, if any, in respect of such LC and the same shall (i) with respect to a Foreign Currency LC, be denominated in a Foreign Currency and (ii) with respect to a Rupee LC, be denominated in Rupees.

“Legal Proceeding(s)” shall mean any litigation, judicial, quasi-judicial, administrative or arbitral proceedings including court action for temporary injunction and/or equitable reliefs, investigations, or proceedings by any Government Authority.

“Lenders” shall mean collectively, or as the context requires any of the Rupee Lenders and the Issuing Bank.

“Lenders’ Independent Engineer” or “LIE” shall mean such reputed consulting engineering firm as appointed by the Facility Agent to act as the independent engineer for the Lenders and the Facility Agent, and shall include its successors and assigns and any replacement therefor.

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FACILITY AGREEMENT

“Lenders’ Insurance Advisor” or “LIA” shall mean such reputed insurance advisor as appointed by the Facility Agent to act as the insurance advisor for the Lenders and the Facility Agent, and shall include its successors and assigns and any replacement therefor.

“Lenders’ Legal Counsel” or “LLC” shall mean shall mean Luthra & Luthra Law Offices acting for the Lenders and the Facility Agent including its successors and assigns and any replacement therefor.

“Lending Confirmation Notice” shall have the meaning ascribed thereto in Clause 3.4.1 (vi) hereof.

“Lending Office” shall mean with respect to the Lenders and the Facility Agent, the office of the Lenders and the Facility Agent as set out in Schedule VI hereof or such other office as the Lenders or the Facility Agent, as the case may be, may from time to time specify as such to the Borrower and the Facility Agent (in case of the Lenders).

“Letter of Assurance” shall mean letter issued either by Coal India Limited or any of its subsidiaries assuring supply of coal.

“Letter(s) of Commitment” shall have the meaning ascribed thereto in Clause 3.7 hereof.

“Letter(s) of Credit” or “LC(s)” shall mean letter(s) of credit (including all amendments/ extensions to such LCs) issued by the LC Lender and/or the Issuing Bank, at the request of the Borrower, in accordance with the terms of this Agreement and the Financing Documents in a manner satisfactory to the LC Lender and/or the Issuing Bank, either by way of individual letter(s) of credit or by way of addenda/ modifications to the issued LCs for extending period and/or amount of such LCs in favour of the suppliers to the Project.

“LOC Commission” shall have the meaning ascribed thereto in Clause 3.7 hereof.

“LOC Commission Payment Date” shall have the meaning ascribed thereto in Clause 3.7 hereof.

“LOC Commission Period” shall mean the period commencing on one LOC Commission Payment Date and ending on (and excluding) the following LOC Commission Payment Date.

“LOC Commission Rate” shall mean the rate of LOC Commission as may be agreed between the LOC Lenders and the Borrower in writing.

“LOC Lenders” shall have the meaning ascribed thereto in Clause 3.2.3 (v) hereof.

“Long Term Senior Secured Loan Outstandings” shall mean at any time the aggregate outstanding principal amount of senior long term secured loans.

“Loss Proceeds” shall mean any insurance proceeds (after payment of costs of collection incurred by the Lenders, Security Trustee and/or the Facility Agent) received by the Borrower or any other Person on its behalf arising from any claim under the Insurance Contracts.

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FACILITY AGREEMENT

“Material Adverse Effect” shall mean a material and adverse effect on:

(i) the financial condition, business or operation of the Obligors and/or the Project;

(ii) the ability of the Borrower to perform or comply with its obligations under any of the Transaction Documents, or the ability of the other Obligors to perform or comply with their obligations under any Financing Document to which such Obligor is a party;

(iii) the ability of the Borrower to exercise or enforce any right, benefit, privilege or remedy under any Transaction Document or Clearance for the Project;

(iv) the validity or enforceability of any of the Transaction Documents (including the ability of any Secured Party to enforce any of its remedies under the Financing Documents) or the Clearances for the Project; or

(v) the validity or enforceability of any of the Security Documents or Security Interest.

“Material Project Documents” shall mean each of the following Project Documents as advised by the LIE and finalised by the Facility Agent and as amended from time to time:

1) All power purchase agreements entered into by the Borrower including the power purchase agreement between the Borrower and GRIDCO dated May 26, 2009;

2) All letters of awards and fuel supply agreements for the supply of coal for the Project, including fuel supply agreement dated August 13, 2008 for Jharsuguda Phase I (Power) captive power plant (5x135 MW), fuel supply agreement dated August 20, 2009 for Jharsuguda Phase I (Power) captive power plant (4x135 MW) and fuel supply agreement dated April 24, 2008 for Lanjigarh Refinery co-generation power plant;

3) Memorandum of understanding with GOO in respect of each Project Module;

4) EPC Contracts in relation to the Project, including:

(a) EPC contract for Jharsuguda Phase I (Power) with SEPCO, China which comprises:

• Off-shore supply contract with SEPCO dated November 18, 2005.

• Off-shore service contract with SEPCO dated November 18, 2005.

• On-shore supply contract with SEPCO dated November 18, 2005.

• On-shore service contract with SEPCO dated November 18, 2005.

(b) EPC contract for Lanjigarh Refinery captive power plant with China National Machinery and Equipment Import and Export Corporation, China which comprises:

• Off-shore supply contract with SEPCO dated January 12, 2004.

• Off-shore service contract with SEPCO dated January 12, 2004.

• On-shore supply contract with SEPCO dated January 12, 2004.

• On-shore service contract with SEPCO dated January 12, 2004.

5) Supply and works contracts for the key components of the plant and machinery, equipments of the Project;

6) Technology Supply Agreement with GAMI dated January 6, 2006;

7) Engineering, design, drawing agreement with CHALIECO, including agreement dated January 6, 2006 with CHALIECO for engineering/design/ drawing for 500 KTPA Aluminium Smelter with 300 KTPA Anode Plant and Contract dated November 02, 2007 with CHALIECO for engineering/design/ drawing for 1250 KTPA Aluminium Smelter with 750 KTPA Anode Plant;

8) All documents reflecting the Borrower’s ownership/ title in respect of the Project Site, fixed assets of the Borrower, easements, water rights and other documents analogous to the above;

9) Coal Supply Agreement;

10) Letter of Assurance;

11) Rail Transportation Agreement;

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FACILITY AGREEMENT

12) Balance Power Agreement;

13) Agreement with Kalindee Rail Nirman (Engs.) Ltd dated August 4, 2006 for construction of railway siding;

14) Agreement with Larsen & Tubro Limited dated July 7, 2009 for construction of railway siding;

15) All bonds, letters of credit or guarantees, executed/ entered into in favour of the Borrower in relation to the Project; and

16) Any other document or agreement with respect to the Project designated as such by the Facility Agent and / or the Lenders Engineer after consultation with the Borrower.

“Material Project Participants” shall mean each of the parties to the Material Project Documents (other than the Borrower).

“Maturity Date” with respect to the Rupee Loans, shall mean such date as has been identified as the date of payment of the Last Repayment Instalment in the Repayment Schedule.

“New Commitment” shall have the meaning ascribed thereto in Clause 3.6.2 hereof.

“New Lender” shall have the meaning a specified in Clause 3.6.2 hereof

“Net Fixed Assets” shall mean the value of fixed assets (including capital work in progress) of the Borrower as reduced by the accumulated depreciation.

“Nominee Directors” shall have the meaning ascribed thereto in Clause 15.2.1(vi) hereof.

“Notice of Drawdown and Drawdown Certificate” shall mean the certificate to be provided by the Borrower to the Facility Agent as specified in Clause 3 hereof and substantially in the form set out in Schedule VII hereof and duly completed to the satisfaction of the Facility Agent.

“Novation Notice” shall have the meaning ascribed thereto in Clause 18.8.3 hereof.

“Obligors” shall mean, as the subject or context may permit or require, any or all of the Borrower, the Sponsor and the Guarantor and any other Person providing any credit comfort or credit enhancement in any form to the Rupee Lenders or their agents and trustees.

“Operating Year” shall mean,

(a) in relation to any particular Project Module, the period beginning on the Commercial Operation Date of that Project Module;

(b) in relation to the Project, the period beginning on the Project COD and ending at 24:00 Hrs on the next following March 31 and each subsequent period beginning at 00:00 Hrs on April 1 and ending at 24:00 Hrs on March 31 of the following year.

“Outstandings” shall mean all amounts payable by the Borrower to each Lender, the Facility Agent and the Security Trustee pursuant to the terms of this Agreement and the other Financing Documents, including without limitation:

(i) the Rupee Loans, all interest, Unreimbursed Drawings, Unpaid Sums, all fees, commissions, charges, and all other obligations and liabilities of the Borrower, including amounts arising out of indemnities, incurred under, arising out of or in connection with any Financing Document;

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FACILITY AGREEMENT

(ii) any and all sums advanced by such Lender in order to preserve the Security or preserve its Security Interest in the Security; and

(iii) in the event of any proceeding for the collection or enforcement of the Outstandings, after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realising the Security, or of any exercise by the Lenders, the Facility Agent and/or the Security Trustee of its/their right(s) under the Security Documents and/or the other Financing Documents, together with legal fees and court costs.

“Overall Debt” on any date on which a calculation is made, shall mean the total outstanding term loans of the Borrower, excluding short term loans having maturity of upto one year, its working capital facilities (funded and non-funded), whether in relation to the Project or otherwise.

“Overall Equity” shall mean the aggregate of the following:

(a) The monies, including share premium, received by the Borrower against issuance of Shares by the Borrower and for which Shares have been/ are proposed to be issued;

(b) The monies, including share premium, received by the Borrower against issuance of non-cumulative preference shares by the Borrower and for which preference shares have been/ are proposed to be issued;

Provided that for (a) and (b) above, any monies received by the Borrower towards allotment of Shares and/or non-cumulative preference shares, shall not be considered as Overall Equity, if the Shares/ non-cumulative preference shares, as the case may be, are not allotted and issued by the Borrower against such monies within 3 (three) months from the date of receipt of such monies;

(c) Free reserves of the Borrower;

(d) Unsecured subordinate loans and/or any other financial assistances availed by the Borrower from its Affiliates, on terms substantially similar to the terms applicable to the Sponsor Support Loans,

provided that the amounts provided by the Sponsor as part of the Sponsor Subdebt shall not be considered as part of the Overall Equity.

“Overall Debt Equity Ratio” shall mean the ratio of Overall Debt to Overall Equity.

“Participating Earmarked Amounts” shall mean with respect to any Participating Lender in an Issuing Bank LC, the product of its Participating Percentage and the Earmarked Amount of such Issuing Bank LC.

“Participating Interest” shall mean, with respect to any Issuing Bank LC, an amount calculated as the product of the relevant Participating Percentage and the LC Value of such Issuing Bank LC and specified as such by the Borrower in the relevant Notice of Drawdown and Drawdown Certificate.

“Participating Interest Notice” shall have the meaning ascribed thereto in Clause 3.4.7(i) hereof.

“Participating Lenders” shall have the meaning ascribed thereto in Recital F hereof.

“Participating Lender Commission” shall mean the commission payable to the Participating Lenders by the Borrower in accordance with the terms of this Agreement.

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FACILITY AGREEMENT

“Participating Lender Commission Payment Date” shall have the meaning ascribed thereto in Clause 4.1.4(H) hereof.

“Participating Lender Commission Rate” shall mean such commission rate as may be agreed between the Participating Lenders and the Borrower in writing.

“Participating Percentage” shall mean, in relation to any Participating Lender the share of risk participation of such Participating Lender in an Issuing Bank LC, expressed as a percentage calculated as

(X ÷ Y) x 100

Where X = Remaining LC Commitment of such Participating Lender; and

Where Y = Remaining Issuing Bank Fronting LC Commitment.

“Payment Amount” shall have the meaning ascribed thereto in Clause 3.4.7(ii)B(iii) hereof.

“Payment Date” shall mean the date on which payment is respect of the relevant Claimed Amount is required to be made in terms of the respective Letter(s) of Credit.

“Permitted Disposal” shall mean any sale, disposal, lease or transfer of fixed assets of the Borrower on which Security Interest is required to be created or created pursuant to the terms of this Agreement of an aggregate value not exceeding Rs.100 crores (Rupees Hundred crores only) during any Fiscal Year in any manner whatsoever and which are:

(1) required or expressly permitted under any Financing Document; or

(2) which property or assets is/are, in the opinion of the Borrower (in consultation with the LIE/ Facility Agent), either:

(a) uneconomic or obsolete;

(b) no longer used or useful; or

(c) at the end of its useful life,

and if recommended by the LIE/ Facility Agent, is replaced by other equipment of equal or greater value and utility and secured in favour of the Security Trustee.

“Permitted Investment(s)” means investments in rupee denominated short term debt instruments or certificates of deposit or instruments rated at least AAA/P1 by CRISIL or equivalent ratings by CARE/ICRA, Government of India securities, debt oriented mutual funds having a minimum rating of AA and floated by reputed fund houses, treasury bills and fixed deposits in any of the scheduled commercial banks /financial institutions or any other investments permitted by the Facility Agent.

“Person(s)” shall mean any individual, corporation, partnership, (including, without limitation, association), joint stock company, trust, unincorporated organization or Government Authority.

“Post Interim Interest” shall have the same meaning as ascribed to such term at Clause 12.7.1 hereof.

“Potential Event of Default” shall mean an event, which with the lapse of time or giving of notice, unless cured prior to such lapse of time or giving of notice, would constitute an Event of Default.

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FACILITY AGREEMENT

“Pre FC LC Instrument” shall have the same meaning as ascribed to such term at Clause 2.7 hereof.

“Prepayment Premium” shall mean the charges payable by the Borrower to the Rupee Lenders at 1% (one percent) of the amount of the Rupee Facility to be prepaid.

“Project” shall mean setting up / development, construction and operation of an integrated aluminium project comprising of: (i) alumina refinery having output of 1 MTPA along with co- generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa.

“Project COD” shall mean the achievement of each and every one of the following:

(i) PMOD of each of the Project Modules of the Project has occurred;

(ii) the LIE has certified to the Facility Agent that all the Project Modules are functioning as per their design capacity and all Clearances required at that time for the operation and maintenance of the Project have been obtained and are in full force and effect,

(iii) the Borrower has certified on the same date as the certificate of the LIE noted in (ii) above that no event of Force Majeure is continuing under any of the Project Documents which has, or could reasonably be expected to have a Material Adverse Effect.

“Project Cost” shall with reference to any time mean the actual costs incurred and (as per the estimation at that time) to be incurred by the Borrower in connection with the Project, including all costs required to achieve Project COD, whether such Project Cost is incurred prior to, but are payable on or subsequent to the Project COD or otherwise, in each case as reviewed and approved by the LIE, including preliminary and pre-operative expenses relating to the Project to the extent permitted under the Financing Documents.

“Project Cost Overrun” shall mean at any time prior to Project COD an amount by which the Project Cost exceeds the Estimated Project Cost including on account of adverse foreign exchange fluctuation.

“Project Documents” shall mean the Material Project Documents, and any other contracts, documents, instruments and writings relating to ownership, construction, operation and maintenance of the Project and all Clearances, as may be amended from time to time.

“Project Management Team” shall mean a team comprising of directors / executives of the Borrower, who have been designated by the Borrower from time to time to supervise and monitor the progress of implementation of the Project.

“Project Module(s)” shall mean each of Lanjigarh Refinery, Jharsuguda Phase I (Smelter), Jharsuguda Phase I (Power) and Jharsuguda Phase II, or any of them as the context may require.

“Project Module Operation Date” or “PMOD” in relation to any Project Module, shall mean the date on which such Project Module commences commercial production as certified by the LIE.

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“Project Schedule” shall mean the construction/implementation schedule of each Project Module, forming a part of the Project, as prepared by the Borrower and reviewed by the LIE, and as may be amended from time to time with the consent of the Facility Agent.

“Project Site(s)” shall mean each of the sites on which the Project Modules shall be constructed, as more particularly described in Schedule XII hereof, or any of them as the context may require.

“Promoters” shall have the meaning ascribed to such term in the Corporate Guarantee.

“Quasi Equity” shall mean subscription to preference shares of the Borrower and/or provision of Sponsor Support Loans but shall not include any amounts brought in by way of Sponsor Subdebt.

“Rail Transportation Agreement” shall mean the agreement(s) to be entered into between the Borrower and the concerned Railway Ministry, as amended from time to time, for necessary transport arrangements including obtaining necessary approvals for rail transport clearance, procurement/arrangement of wagons, laying of railway siding from the refinery and smelter plant site to the nearest railway station for inward/outward transportation of bauxite, alumina, aluminium and coal.

“Refinery Expansion Project” shall mean expansion of the Lanjigarh Refinery by 4 MTPA and 225 MW captive power plant, to make the capacity of the aluminium refinery project at Lanjigarh, Orissa, equal to 5 MTPA and 300 MW CGPP.

“Relevant Date” shall have the same meaning ascribed thereto in the Corporate Guarantee.

“Relevant Period Amount” shall have the meaning ascribed thereto in Clause 3.4.10(ii) hereof.

“Remaining Issuing Bank Fronting LC Commitment” at any time shall mean the aggregate of the Remaining LC Commitment of all the Participating Lenders.

“Remaining LC Commitment” in relation to any LC Lender or Participating Lender or LOC Lender shall mean the LC Commitment of such LC Lender or Participating Lender or LOC Lender, minus:

(a) the aggregate of the Earmarked Amount of the LCs if any, opened by such Rupee Lender as an LC Lender;

(b) the aggregate of the Participating Earmarked Amounts, if any, of such Rupee Lender as Participating Lender in the LCs opened by the Issuing Bank;

(c) the Devaluation Amounts in relation to (a) and (b) above by such Rupee Lender;

(d) the aggregate amount of Letter of Commitment issued by such Rupee Lender as LOC Lender;

and as further reduced on account of any cancellation or reduction of such LC Lender’s/Participating Lender’s LC Commitment pursuant to Clause 3.4.2 (ii) hereof and/or in any other manner as provided under this Agreement.

“Repayment Date” shall mean each respective date on which the Rupee Loans are repayable by the Borrower to the Rupee Lenders in accordance with the respective Repayment Schedule.

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FACILITY AGREEMENT

“Repayment Instalments” shall mean with respect to the Rupee Facility, each instalment of principal amount as set out in the Repayment Schedule.

“Repayment Schedule” shall mean the schedule for repayment of the Rupee Loans as provided in Schedule V hereof.

“Required Interest Amount” shall mean in relation to any LC, the total amount of interest, if any, required to be paid to the Beneficiary or the Confirming Bank by the Borrower from time to time for the period commencing from the date of such LC till the expiry of the Usance Period if such LC is a usance LC.

“Restricted Payments” shall mean:

(i) the authorisation, declaration or payment of any dividends (either in cash or property) or distributions or return of Equity or Sponsor Support or any interest, charges, fees or any other payment, directly or indirectly in connection with any amounts obtained as Equity or Sponsor Support;

(ii) redemption, retirement, purchase or other acquisition by the Borrower, directly or indirectly of any amounts received as Equity or Sponsor Support;

(iii) prepayment or redemption for value, any indebtedness of the Borrower prior to the scheduled maturity of such indebtedness, except to the extent that this is expressly permitted under the Financing Documents; or

(iv) any investment from amounts accumulated in the DSRA (other than a Permitted Investment) in any entity.

Provided however, the amounts brought in by the Borrower towards replacement and/or repayment and/or reduction of the Sponsor Support and repayment out of the Rupee Facility and interest payments to the extent permitted in Clause 8.26 hereof, shall not be treated as a Restricted Payment to the Sponsor.

“Restricted Payment Conditions” shall mean the following conditions:

(i) the Borrower has met its obligations to pay interest and/or instalments and/or other monies due to the Lenders in accordance with this Agreement;

(ii) the DSRA is funded/ arranged in compliance with Clause 8.2.2 hereof;

(iii) all of the Financial Covenants have been met;

(iv) no Event of Default or Potential Event of Default has occurred and is then continuing (or would be in existence if such Restricted Payment is made); and

(v) The First Repayment Date shall have occurred.

“Rupee Advance” shall mean (i) the principal amount of any Payment Amount paid by a Participating Lender to the Issuing Bank or (ii) the principal amount of any Claimed Amount or Crystallised Rupee Amount of such Claimed Amount (in case of a Foreign Currency LC) paid by an LC Lender to the Beneficiary in relation to an LC or (iii) the principal amounts paid by a LOC Lender pursuant to the Letter of Commitment issued by it and Rupee Advances shall mean the aggregate amount of all the Rupee Advance made by the LC Lender.

“Rupee Commitment” shall mean:

(i) in relation to a Rupee Lender, the amount set against its name under the heading “Rupee Commitment” in Part A of Schedule I hereof and the amount of any other Commitment transferred to it under this Agreement;

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FACILITY AGREEMENT

(ii) in relation to the Issuing Bank, the amount set against its name under the heading “Issuing Bank Fronting LC Commitment” in Part B of Schedule I hereof;

(iii) in relation to any other Rupee Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement;

“Rupee Drawdown” shall mean a drawal of funds made as a direct rupee loan to the Borrower under the Rupee Facility, in accordance with the terms of this Agreement and other Financing Documents, and which, for avoidance of doubt, shall not include a Rupee Advance.

“Rupee Facility/ies” shall have the meaning ascribed thereto in Recital D hereof.

“Rupee Lenders” shall mean the banks and financial institutions mentioned in the array of parties as “Rupee Lenders” and/or such bank(s) or financial institution(s) which become a party as a Rupee Lender in accordance with the provisions of this Agreement and in whatsoever capacity, and which, in case, have not ceased to be a party to this Agreement, and, unless it be repugnant to the subject, meaning or context thereof, shall also include their respective successors, transferees, novatees, substitutes, and assigns.

“Rupee Loan” shall mean, in respect of each Rupee Lender, the aggregate of the Rupee Advances and the Rupee Drawdowns made by each Rupee Lender to the Borrower or (as the context may require) such amount thereof as may be outstanding from time to time

“Rupees” or “Rs.” shall mean the lawful currency of India.

“Scheduled COD” with respect to the Project shall mean March 2013.

“Scheduled Project Module Operation Date” with respect to the Project Modules shall mean the following date, as may be changed from time to time in consultation with the LIE and approval of the Facility Agent:

April 2010	–	for Lanjigarh Refinery;
February 2011	–	for Jharsuguda Phase I (Power)
February 2011	–	for Jharsuguda Phase I (Smelter)
March 2013		for Jharsuguda Phase II (Smelter)

“Secured Parties” shall mean, as the subject or context may permit or require, any or all of the Lenders, the Facility Agent and the Security Trustee.

“Security” shall have the meaning ascribed thereto in Clause 10.1 hereof.

“Security Documents” shall mean all documents entered into or executed by the Obligors, for creating and perfecting the Security Interest, including:

1. deed of hypothecation;

2. deed(s) of mortgage or any other recordings and declarations in relation to creation of mortgage over the Borrower’s rights to immovable properties, including if such mortgage is an equitable mortgage;

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FACILITY AGREEMENT

3. the Corporate Guarantee; and

4. any other document designated as a Security Document by the Security Trustee.

“Security Interest” shall mean any mortgage, pledge, hypothecation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever including, without limitation, (i) any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing, and (ii) any designation of loss payees or beneficiaries or any similar arrangement under any Insurance Contract.

“Security Margin” shall mean an amount (expressed as a percentage) calculated as follows:

1	-	( Long Term Senior Secured Loan Outstandings )
		Net Fixed Assets

“Security Trustee” shall mean SBICAP Trustee Company Limited, a company incorporated in India under the Companies Act, 1956 and having its registered office at 202, Maker Tower E, Cuffe Parade, Mumbai 400 005 and having its corporate office at Khetan Bhavan, 5th floor, 198, J.T.Road, Churchgate, Mumbai – 400020, and appointed as trustee for the benefit of the Lenders under the Security Trustee Agreement, or any successors or transferees thereof.

“Security Trustee Agreement” shall mean the agreement dated as of the date hereof and entered into amongst, inter alia the Borrower, the Security Trustee and the Lenders, as amended from time to time.

“Sesa Goa Limited” shall mean a company incorporated in India under the Companies Act, 1956, having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa 403001, India.

“Share(s)” shall mean issued and fully paid up equity share(s) of the par value of Rupees 10/- (Rupees Ten only) in the share capital of the Borrower.

“Sponsor” shall mean Vedanta Resources PLC, a company incorporated in accordance with the relevant provisions of law in England and having its registered office 2^nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ, United Kingdom, or its successors or permitted assigns or transferees.

“Sponsor Contribution” shall mean the obligation of the Sponsor to fund the Equity Requirement of the Borrower.

“Sponsor Subdebt” shall mean the unsecured and subordinated Rupee loans to be provided by the Sponsor to the Borrower in the aggregate not exceeding an amount of Rs. 6150 crores (Rupees Six Thousand One Hundred and Fifty Crores only), as may be reduced/replaced/repaid from time to time by New Commitments from New Lenders, in accordance with the terms of this Agreement.

“Sponsor Support” shall have the meaning ascribed thereto in the Sponsor Support Agreement.

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FACILITY AGREEMENT

“Sponsor Support Loans” shall mean the unsecured loans agreed to be provided / provided by the Sponsor, either by itself and/or through any of its Affiliates, to the Borrower for the purpose of meeting the Equity Requirement for the Project as required in terms of the Financing Plan in accordance with the terms and conditions of the Sponsor Support Agreement.

“Sponsor Support Agreement” shall mean the sponsor support agreement dated as of the date hereof and entered into by the Borrower, the Sponsor and the Facility Agent, pursuant to which certain financial and other supports to the Borrower are agreed to be provided by the Sponsor for the purpose of the Project.

“Spread” in relation to any Lender, shall mean, such spread as specified against the name of such Lender in Schedule I, and as may be reset from time to time in accordance with the terms of this Agreement.

“Statutory Auditor(s)” shall mean such firm(s) of chartered accountants, as the Borrower may from time to time appoint as the statutory auditors of the Borrower

“Sterlite Energy Limited” shall mean a company incorporated in India under the Companies Act, 1956, having its registered office at SIPCOT Industrial Complex, Madurai By-Pass Road, T V Puram, P O Tuticorin, Tamil Nadu – 628002, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns.

“Sterlite Industries (India) Limited” shall mean a company incorporated in India under the Companies Act, 1956, having its registered office at SIPCOT Industrial Complex, Madurai By Pass Road, T V Puram, P O Tuticorin, Tamil Nadu – 628002, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns.

“Tangible Net Worth” shall mean the sum total of the paid-up equity / preference share capital and unsecured subordinated debt received from the Sponsor and/or its Affiliates and/or shareholders of the Borrower and reserves and surpluses as provided for in the audited balance sheet of the Borrower, excluding any monies received by the Borrower as part of Sponsor Subdebt.

“Target Internal Accruals” shall have the meaning ascribed thereto in the Sponsor Support Agreement.

“Taxes” shall mean any and all present and future taxes, including without limitation, gross receipts, sales, turn-over, value added, use, consumption, property, income, franchise, capital, occupational, license, excise and documentary stamps taxes, and customs and other duties, assessments, or fees, however imposed, withheld, levied, or assessed by any country or government subdivision thereof or any other taxing authority.

“Technology Supply Agreement” shall mean the technology supply agreement entered/ to be entered into by the Borrower with GAMI.

“Total Debt Gearing” shall mean the quotient of Total Outstanding Liabilities divided by Tangible Net Worth.

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FACILITY AGREEMENT

“Total Outstanding Liabilities” shall mean the sum of total current and long term liabilities of the Borrower, which shall include the Outstandings, any monies received by the Borrower as Sponsor Subdebt and the liabilities in relation to the Existing Debt, but shall exclude Quasi Equity.

“Transaction Documents” shall mean, collectively, the Project Documents and the Financing Documents, and “Transaction Document” shall mean any of them

“Transferee Lender” shall have the meaning ascribed thereto in Clause 18.8.4 hereof.

“UCPDC-ICC 600” shall mean the sixth version of the Uniform Customs and Practice for Documentary Credits developed by the International Chamber of Commerce, as approved by it in 2006 and commenced in 2007.

“Unpaid Sum” shall mean any sum due and payable but unpaid by the Borrower under the Financing Documents.

“Unsatisfied CP Notice” shall have the meaning ascribed thereto in Clause 3.4.1 (iii) hereof.

“Unreimbursed Drawings” shall mean all amounts paid / incurred by the Issuing Bank towards the Claimed Amount and costs, charges, expenses, etc. incurred / paid in relation to any Letter(s) of Credit and that may not have been reimbursed by the Participating Lenders and/or the Borrower to the Issuing Bank

“Up-front Fee” shall have the meaning ascribed thereto in Clause 12.6 hereof.

“USD” or “US Dollars” or “Dollars” shall mean the lawful currency of the United States of America.

“Usance Period” in respect of any usance LC shall mean the period commencing from the date of issuance of such LC and expiring on the earliest of (i) 3 (three) years from the date of such LC or (ii) the balance of the Availability Period available on the date of the issuance of such LC or (iii) the end of the period for which the LC was issued.

“Welter Trading Limited” shall mean a company incorporated under the laws of Cyprus, and having its registered office at 28 Oktovriou 205, Louloupis Court, P.C. 3035 Limassol, Cyprus.

1.2 Principles of Construction

In this Agreement:

A. reference to an “amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended” is to be construed accordingly;

B. a reference to “assets” include all properties whatsoever both present and future, (whether tangible, intangible or otherwise) (including Intellectual Property and Intellectual Property Rights), investments, cash-flows, revenues, rights, benefits, interests and title of every description;

C. a reference to “authorisation” includes an authorisation, consent, clearance, approval, permission, resolution, licence, exemption, filing and registration;

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D. a reference to “control” includes the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise;

E. a reference to “encumbrance” includes a mortgage, charge, lien, pledge, hypothecation, security interest or any lien of any description whatsoever;

F. unless the context otherwise requires, the singular includes the plural and vice versa;

G. the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with reference to a specific Clause in, or Schedule to, this Agreement shall refer to such Clause in, or Schedule to, this Agreement, and when used otherwise than in connection with specific Clauses or Schedules, shall refer to this Agreement as a whole;

H. headings and the use of bold typeface shall be ignored in its construction;

I. a reference to a Clause or Schedule is, unless indicated to the contrary, a reference to a clause or schedule to this Agreement;

J. any consent, approval, determination, waiver or finding to be given or made by any of the Secured Parties or the Facility Agent shall be made or given by such Secured Party or the Facility Agent in their sole discretion;

K. references to this Agreement shall be construed as references also to any separate or independent stipulation or agreement contained in it;

L. the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;

M. references to the word “includes” or “including” are to be construed without limitation;

N. references to a person shall include such person’s successors and permitted assignees and permitted transferees;

O. references to an agreement shall include all schedules, annexures and exhibits of such agreement and all of such schedules, annexures and exhibits shall be deemed to be an integral part of such agreement;

P. all references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, substituted, novated or assigned from time to time;

Q. words importing a particular gender include all genders;

R. any reference to a public organisation shall be deemed to include a reference to any successor to such public organisation or any organisation or entity which has taken over the functions or responsibilities of such public organisation;

S. any determination with respect to the materiality of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorisation, proceeding, act, omission, claims, breach, default or otherwise shall be made by the Lenders, or any of them, at their sole discretion;

T. references to “Party” means a party to this Agreement and references to “Parties” shall be construed accordingly;

U. references to any law shall include references to such law as it may, after the date of this Agreement, from time to time be amended, supplemented or re-enacted;

V. words and abbreviations, which have, well known technical or trade/commercial meanings are used in this Agreement in accordance with such meanings;

W. any consent or waiver required to be provided by the Secured Parties or any of them shall mean the prior written consent or waiver of each of the Secured Parties or such of those who have given such consent or waiver; and

X. “repayment” includes “redemption” and vice-versa and repaid, repayable, repay, redeemed, redeemable and redemption shall be construed accordingly.

Y. reference to a “month” or “Month” shall, unless the context otherwise requires be a reference to a calendar month of a Gregorian Year.

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Z. all references to ‘MTPA’ shall mean million tonnes per annum

AA. all references to ‘MW’ shall mean mega watt.

BB. all references to “CGPP” shall mean captive cogeneration power plant.

CC. all references to “CPP” shall mean captive power plant.

2. FACILITIES

2.1 Rupee Facility

The Borrower agrees to borrow from each of the Lenders and each of the Lenders agree to provide/grant to the Borrower the Rupee Facility during the Availability Period with respect to the Lenders, up to amounts not exceeding their respective Rupee Commitment, on the terms and conditions contained in this Agreement and the other Financing Documents.

2.2 LC Facility

2.2.1 Issuing Bank LC Facility

At the request of the Borrower and on the basis of commitments and/or participation agreed to by the Participating Lenders, the Issuing Bank has agreed to issue Letter(s) of Credit from time to time for the purpose of inter alia import or domestic supply of equipment/goods for the Project and/or procuring engineering services for the Project and make payments of Claimed Amounts under LCs during the Availability Period, on the terms and conditions contained in this Agreement and the other Financing Documents, provided that the aggregate of the amounts paid / to be paid under all the Issuing Bank LCs shall not at any time exceed the Issuing Bank Fronting LC Commitment. The Borrower may seek issuance of a revolving/self reinstating LC or a non revolving LC. All the Letters of Credit issued under this Clause 2.2.1 and the payments thereunder shall be governed by and subject to the terms and conditions specified therein (except to the extent any such conditions are inconsistent with the terms of UCPDC-ICC 600) and shall be subject to the terms of UCPDC-ICC 600.

2.2.2 LC Lenders’ LC Facility

At the request of the Borrower each of the LC Lenders individually agrees, as a sub limit to their respective Rupee Commitment, to issue Letters of Credit from time to time for an aggregate amount not exceeding its respective LC Commitment, for the purpose of, inter alia, import or domestic supply of equipment/goods for the Project and/or procuring engineering services for the Project and to make payment of Claimed Amounts under the LCs (upto the Earmarked Amount for each LC issued), during the Availability Period, on the terms and conditions contained in this Agreement and the other Financing Documents, provided that the aggregate of the amounts paid / to be paid by the LC Lender under all the LCs issued/participated by such LC Lender shall not at any time exceed such LC Lender’s LC Commitment. All the Letters of Credit issued under this Clause 2.2.2 and the payments thereunder shall be governed by and subject to the terms and conditions specified therein (except to the extent any such conditions are inconsistent with the terms of UCPDC-ICC 600) and shall be subject to the terms of UCPDC-ICC 600.

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FACILITY AGREEMENT

2.3 Rupee Loans; Rupee Advances; Rupee Drawdowns and LC Issuances

Rupee Advances will be made by the LC Lenders to the Borrower or by the Participating Lenders to the Issuing Bank pursuant and subject to the terms of this Agreement.

For the avoidance of doubt,

(i) Rupee Drawdowns are subject to be made pursuant to the satisfaction, or waiver, of the provisions of Clauses 6.1, 6.2 and 6.3 hereof;

(ii) Rupee Advances are not subject to be made pursuant to the satisfaction or waiver of the provisions of Clauses 6.1, 6.2 and 6.3 hereof;

(iii) Rupee Advances are nevertheless Rupee Loans and are, therefore, subject to all such other conditions, benefits, rights and privileges which Rupee Loans are subject, including in respect of payment of interest, default interest, security, repayment, prepayment, etc.;

(iv) LC Issuances, undertaking creation of Participating Interest and issuance of Letter of Commitment are subject to the satisfaction or waiver of the provisions of Clauses 6.1, 6.2 and 6.3 hereof.

2.4 Raising of further debt

The Borrower may, at any time prior to achievement of Project COD, raise further debt by way of export credit assistances, ECB, foreign currency loans and/or domestic bonds in accordance with the provisions of Clause 3.6.2 hereof.

2.5 Use of Proceeds

The Borrower agrees that it shall apply the proceeds of each Disbursement only in and towards the Project Cost, including reimbursement of the project expenditure already incurred in excess of the amount of Equity infused for meeting the Equity Requirement of the Project, for repayment of the Sponsor Subdebt and/or any short term debt and/or any other loan/facility that has been availed for the purpose of meeting the Project Cost in accordance with the terms of this Agreement and the other Financing Documents. Provided that proceeds of each Disbursement shall be applied towards only such part of the Sponsor Subdebt and/or short term debt and/or any other loan/facility that have actually been expended to meet the Project Cost, as certified by a practising chartered accountant and/or the Statutory Auditors and the LIE and approved by the Facility Agent and in any case shall not be utilised for repayment of any amounts classified as Equity for meeting the Equity Requirement of the Project. Provided that if the aforesaid certificate is obtained from a practising chartered accountant, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months. Provided further that the Borrower agrees that the proceeds of Disbursements under this Agreement shall not be utilised to repay the money brought in by the Sponsor, which has been utilised towards the Refinery Expansion Project.

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FACILITY AGREEMENT

2.6 No Obligation to Enquire

Notwithstanding anything contained in Clause 2.5 above and any other provision of this Agreement, neither of the Lenders nor the Facility Agent shall be bound to enquire as to, nor shall any of them be responsible for, the purpose or application of the proceeds of any Disbursement under this Agreement. Provided however, that the Borrower shall ensure that the monies that have been borrowed by it under the Rupee Facility whether as Rupee Drawdown or Rupee Advance are used solely for the purposes mentioned in Clause 2.5 hereof.

2.7 Pre FC LC Instruments

On and from the date when the Interim Lenders are satisfied that the Financial Close has been achieved, all the letter(s) of credit (“Pre FC LC Instruments”) issued by the Interim Lenders under the Interim Arrangement shall be deemed to have been LC Instruments issued under this Agreement and the other Financing Documents by such Interim Lenders (acting in the capacity of LC Lenders). All the provisions in this Agreement and the other Financing Documents which apply to LC Instruments issued by the LC Lender shall on and from the date of Financial Close being achieved to the satisfaction of the Interim Lenders, apply to such Pre FC LCs. The Remaining LC Commitments of all the LC Lenders (which issued the letters of credit as Interim Lender under the Interim Arrangement), shall be reduced on and from such date of Financial Close being achieved to the satisfaction of the Interim Lenders, to the extent of the aggregate of the face value of such Pre FC LC Instruments issued by the LC Lenders (in their capacity as Interim Lenders) under the Interim Arrangement and any interest payable by such LC Lenders under such LCs to the beneficiary thereof. Nothing contained herein shall absolve or relieve the Borrower or any of the persons acting as obligors under the Interim Arrangement from their obligations which had been accrued prior to the date of the Financial Close being achieved to the satisfaction of the Interim Lenders. Such Pre FC LC Instruments issued under the Interim Arrangement shall, notwithstanding the date of their issuance, not be deemed as forming part of Initial Disbursement.

2.8 Pre FC Rupee Drawdowns

If any New Lender that accedes to this Agreement prior to the Financial Close, has already provided short term loan(s) to the Borrower, then such New Lender shall be entitled to make disbursements under its Rupee Facility prior to the Financial Close for the purpose of repayment of its then outstanding short term loans stated above and all amounts relating thereto. Such disbursement shall be considered an Interim Disbursement under this Agreement. Provided that the Borrower shall not be required to satisfy any of the conditions specified in Clause 3.1.2(c) of this Agreement to avail of such aforsaid Interim Disbursement. Following such Interim Disbursement, no further Disbursement shall be made by such Interim Lender under this Agreement till pro rata Disbursements have been made by the other Lenders.

2.9 Financial Close

The Borrower shall achieve Financial Close within 9 (nine) months from the Interim Disbursement Date.

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FACILITY AGREEMENT

3. DISBURSEMENT MECHANISM

3.1 Availability of the Facility

3.1.1 All Disbursements under this Agreement, not being an Interim Disbursement shall:

(a) be made only during the Availability Period.

(b) not at any time exceed the Available Rupee Commitment of the respective Rupee Lender from whom Disbursement is sought.

(c) be subject to the satisfaction (or waiver) of each condition precedent set forth in Clauses 6.1, 6.2 and 6.3 hereof.

3.1.2 All Interim Disbursements under this Agreement shall:

(a) be made at any time after the satisfaction of the conditions specified in Clause 3.1.2 (c) hereof and before Date of CP Satisfaction.

(b) not at any time exceed the Available Interim Commitment of the respective Rupee Lender from whom Interim Disbursement is sought.

(c) be available only upon satisfaction of all the following conditions, unless such conditions have been expressly waived in relation to Interim Disbursement:

(i) all the requirements of Clause 10 (Security) hereof have been satisfied; the Borrower has complied with all requirements and has furnished all approvals (including under Section 281(1)(ii) of the Income Tax Act, 1961) in connection with creation of Security in terms of this Agreement;

(ii) the Sponsor has:

(A) executed the Sponsor Support Agreement;

(B) obtained all corporate authorisations and certifications as are necessary in relation to the Sponsor Support Agreement; and

(C) appointed a process agent in accordance with the Sponsor Support Agreement;

(iii) provided all representations and warranties (as applicable) are true and correct, as on the date of the Notice of Drawdown and Drawdown Certificate and on the proposed Disbursement Date,

(iv) provided no Event of Default has occurred and is continuing as on the date of the Notice of Drawdown and Drawdown Certificate and on the proposed Disbursement Date;

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FACILITY AGREEMENT

(v) The Borrower shall have submitted a certificate from a practising chartered accountant as on December 31, 2010, regarding sources and uses of funds previously utilised for the Project including details of interest paid to the Sponsor on Quasi Equity (payment of such interest as may be permitted under this Agreement). The amounts brought in by way of Quasi Equity to pay interest on Quasi Equity shall be excluded from the expenditure incurred on the Project for calculating the amount to be disbursed and only the balance amount shall be included for the purpose of calculating the amount to be disbursed.

(vi) satisfaction (or waiver) of each condition precedent set forth in Clauses 6.1.1(a), 6.1.1(b), 6.1.7, 6.1.3, and 6.3 hereof; and

(vii) the Borrower shall have submitted the environmental clearance for the Project under the provisions of the EIA notification given by the Ministry of Environment and Forests, to the Facility Agent.

3.2 Disbursement Requests

3.2.1 Currency of Rupee Drawdown and Minimum Amount of Rupee Drawdown

The Borrower shall, unless otherwise agreed to in writing by the Rupee Lenders, from whom any Rupee Drawdown is sought, seek advances from all Rupee Lenders for an aggregate minimum amount of Rs. 25 crores (Rupees Twenty Five Crores only), except for the last Rupee Drawdown under the Rupee Facility, which shall be equal to the Available Rupee Commitment. It is clarified, that any Rupee Advance shall not be required to be in a minimum amount of Rs. 25 Crores (Rupees Twenty Five Crores only). All Disbursements from the Lenders shall be made in Rupees, except in case of Foreign Currency LC.

3.2.2 Notice of Drawdown and Drawdown Certificate

The Borrower shall request the Lenders to make a Disbursement under the Rupee Facility, by delivering a Notice of Drawdown and Drawdown Certificate, with respect to each Disbursement, to the Facility Agent, not earlier than 20 (twenty) Business Days and not later than 15 (fifteen) Business Days prior to the Disbursement Date referred to below in sub-clause (i) hereof.

In the case of Initial Disbursement, the Borrower shall provide a copy of the Notice of Drawdown and Drawdown Certificate to each Rupee Lender not earlier than 20 (twenty) Business Days and not later than 15 (fifteen) Business Days prior to the proposed Disbursement Date.

In the case of Interim Disbursement, the Borrower shall provide a copy of the Notice of Drawdown and Drawdown Certificate to the Facility Agent at least 1 (one) Business Day prior to the proposed Disbursement Date.

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In case of each Disbursement, not being an Initial Disbursement or an Interim Disbursement, the Borrower shall provide to the Facility Agent, such number of certified true copies of the Notice of Drawdown and Drawdown Certificate and all attachments and exhibits given in relation thereto by the Borrower as are sufficient for the Facility Agent to furnish one copy each to the Lenders from whom a Disbursement under such Notice of Drawdown and Drawdown Certificate is sought,.

Every Notice of Drawdown and Drawdown Certificate shall be irrevocable once issued and will be regarded as having been duly completed only if:

(i) the proposed Disbursement Date is a Business Day within the Availability Period and

(ii) the currency and amount of the Disbursement are in compliance with Clause 3.2.1 hereof.

3.2.3 Attachments to Notice of Drawdown and Drawdown Certificate

Each Notice of Drawdown and Drawdown Certificate shall contain a certification by an Authorized Officer of the Borrower as to the following, in addition to such other information as may be required under this Agreement:

(i) the type, currency (in case of LC Issuance) and amount of the Disbursement sought under the Rupee Facility;

(ii) the proposed Disbursement Date for such Disbursement, which shall be a Business Day during the Availability Period and shall be the same date for each Disbursement requested by such Notice of Drawdown and Drawdown Certificate;

(iii) for a Rupee Drawdown,

(A) the total amount of the Rupee Drawdown, and

(B) the amount to be contributed to the Rupee Drawdown by each Rupee Lender;

(iv) for an LC Issuance,

(A) name of the issuer (being the Issuing Bank or an LC Lender);

(B) in case such LC Issuance is by an LC Lender, the Earmarked Amount for the Letter of Credit;

(C) the LC Value;

(D) in case such LC Issuance is by an Issuing Bank, each Participating Lender’s Participating Earmarked Amount, Participating Percentage and Participating Interest;

(E) in case the LC being issued is a Foreign Currency LC, Devaluation Amount in relation to (B) or (D), as the case may be;

(F) details of the Beneficiary to whom such LC is required to be issued;

(F) the duration of such LC.

(v) for an issuance of Letter of Commitment,

(A) name of such of the Participating Lenders (“LOC Lenders”) issuing such Letter of Commitment;

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(B) the amounts for which such Letter of Commitments are being issued;

(C) the entity to which the Borrower proposes to provide such Letter of Commitments;

(D) the expected duration after which the LOC Lenders will be called upon to disburse the amounts for which such LOC Lenders have issued the Letter of Commitment.

(vi) confirmation that all proceeds of Equity then required to have been funded pursuant to the provisions of the Sponsor Support Agreement, including in relation to meeting the Equity Requirement, have been received by the Borrower in the Account for meeting Project Costs;

(vii) confirmation that the Rupee Drawdowns and/or LC Issuance will not result in the Debt Equity Ratio being higher than 60:40;

(viii) confirmation that the proceeds of the Disbursement sought by way of a Rupee Drawdown or LC Issuance shall be applied only in accordance with Clause 2.5 hereof;

(ix) confirmation that each representation and warranty of the Borrower made in Clause 7 hereof and in any other of the Financing Documents is true, complete and correct in all respects, with the same force and effect as though each such representation and warranty were made in and as of the date of such Notice of Drawdown and Drawdown Certificate, except for any representation and warranty which is expressly related to an earlier date;

(x) no Potential Event of Default or Event of Default has occurred or is continuing.

3.2.4 the Notice of Drawdown and Disbursement Certificate shall include as attachments (a) all certificates and documentation required thereby, (b) other than in case of an Interim Disbursement, all certificates and documentation required to evidence the satisfaction of all applicable condition precedent or their waiver by the Lenders, (c) in case of an Interim Disbursement all certificates and documentation required to evidence the satisfaction of all conditions specified in Clause 3.1.2 (c) hereof or their waiver by the Lenders, (d) a certificate from the LIE in the form attached hereto as Schedule VIII; provided, however, that those certificates and documentation required under Clause 6.1 hereof in connection with the Initial Disbursement shall not be required to be attached to any subsequent Notice of Drawdown and Drawdown Certificate delivered in connection with any subsequent Disbursement, unless this Agreement specifically contemplates otherwise.

3.3 Current Account

The Borrower shall open a current account with State Bank of India (the “Account”) into which all monies will be disbursed by the Rupee Lenders to the Borrower under or in relation to this Agreement or the other Financing Documents shall be deposited.

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3.4 Mechanics for Funding Disbursements

3.4.1 Review of Notice of Drawdown and Drawdown Certificate. Unsatisfied CP Notice and Lending Confirmation Notices for Disbursements (for Disbursements not being Interim Disbursement)

(i) Other than in case of Initial Disbursement or Interim Disbursement, promptly after each receipt of a Notice of Drawdown and Drawdown Certificate, the Facility Agent shall forward a copy of the same along with all attachments and exhibits given in relation thereto by the Borrower to those Lenders from whom the Disbursement is sought pursuant to such Notice of Drawdown and Drawdown Certificate.

(ii) Promptly after each receipt of a Notice of Drawdown and Drawdown Certificate in relation to any Disbursement and in any case within at least 5 (five) Business Days prior to the Disbursement Date, the Facility Agent shall review such Notice of Drawdown and Drawdown Certificate and attachments thereto to determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied.

(iii) If in connection with any Disbursement, any Rupee Lender funding such Disbursement, or the Facility Agent determines that any condition precedent under Clauses 6.1, 6.2 and 6.3 hereof (in case of any Disbursement other than the Interim Disbursement), as the case may be, have not been satisfied, such Rupee Lender and/or the Facility Agent shall notify the Facility Agent and/or the Borrower, as the case may be, no later than 7 (seven) Business Days prior to the Disbursement Date, that the Disbursement may not be made and shall give the reasons therefore (any such notice, is hereinafter referred to as an “Unsatisfied CP Notice”).

Any such notice received later than 7 (seven) Business Days prior to the Disbursement Date shall not be effective as an Unsatisfied CP Notice but shall be effective as a Drawstop Notice and the provisions contained in Clause 3.4.4 hereof shall apply.

(iv) If the Facility Agent, on or prior to the Disbursement Date, determines that the conditions precedent to a Disbursement have not been satisfied, including on account of receipt of an Unsatisfied CP Notice from the Lenders under sub- clause (iii) above, then the Facility Agent shall notify the Borrower thereof (with a copy to the Lenders) in writing within 2 (two) Business Days of such determination. The notice from the Facility Agent shall specify the conditions precedent which have not been satisfied and/or attach a copy of the Unsatisfied CP Notice received from any of the Lenders or issued by the Facility Agent with respect to such Disbursement. Upon receipt of such written notice from the Facility Agent, none of the Lenders shall have any obligation to make the Disbursement requested under the related Notice of Drawdown and Drawdown Certificate.

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(v) If (A) the Facility Agent determines that the condition precedent to the Disbursement have been satisfied or those conditions which had not been satisfied, get satisfied or waived in accordance with the Financing Documents, or (B) those Lenders which issued an Unsatisfied CP Notice with respect to such Disbursement inform the Facility Agent in writing that the conditions which had not been satisfied, have been satisfied or waived, the Facility Agent shall notify the Borrower with a copy to the Lenders. Provided that where the Borrower provides the Facility Agent and the Lenders evidence as to the satisfaction of the condition precedent, which is the subject of such Unsatisfied CP Notice, within 5 (five) Business Days of receipt of such notification, the Unsatisfied CP Notice shall be deemed to be revoked if, within 5 (five) Business Day of receipt of such information from the Borrower, none of the Lenders or the Facility Agent issues a fresh Unsatisfied CP Notice.

Upon the revocation of an Unsatisfied CP Notice, the Facility Agent shall promptly issue a Lending Confirmation Notice to the Borrower and the relevant Lenders, whereupon such Lenders shall make the requested Disbursement as soon as practicable thereafter (and in any event no later than 5 (five) Business Days thereafter).

(vi) If the Facility Agent (A) has not received or issued an Unsatisfied CP Notice and (B) acting in good faith, is satisfied that the conditions precedent to a Disbursement have been satisfied, or, at such time as the Facility Agent is satisfied that an Unsatisfied CP Notice is deemed revoked pursuant to Clause 3.4.1(v) hereof, the Facility Agent shall issue a notice confirming the Disbursement substantially in the form attached hereto as Schedule IX hereof (the “Lending Confirmation Notice”) to the Borrower, no later than 2 (two) Business Days prior to the Disbursement Date to which the Notice of Drawdown and Drawdown Certificate relates, or, in the event of the issuance by the Facility Agent of any notice pursuant to Clause 3.4.1(iv) above, promptly upon the issuance of the related notice under Clause 3.4.1(v), approving such requested Disbursement.

(vii) Subject to Clause 3.1 hereof and the other sub-clauses of Clause 3.4 hereof, upon the issuance of a Lending Confirmation Notice by the Facility Agent, the Rupee Drawdown and/or the LC Issuance, as the case may be, shall occur, provided, however, that there is nothing to the contrary contained in any Financing Document.

Provided further that in case of an Initial Disbursement, irrespective of the Rupee Lender(s) who have been requested to make the Disbursement requested in the relevant Notice of Drawdown and Drawdown Certificate, if any of the Lenders issues an Unsatisfied CP Notice, then the Drawdown and/or the LC Issuance which has been requested as an Initial Disbursement, shall not occur, except in compliance with the provisions of Clauses 3.4.1(iv) and (v) hereof.

(viii) The Facility Agent shall have no liability to any Person as a result of an Unsatisfied CP Notice or a Lending Confirmation Notice being issued, whether or not the Person issuing it was entitled to issue any such notice. No Rupee Lender nor the Facility Agent shall have any liability to the Borrower or any Affiliate thereof or any other Rupee Lender arising from the issuance of an Unsatisfied CP Notice or a Lending Confirmation Notice.

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3.4.1A Review of Notice of Drawdown and Drawdown Certificate, Unsatisfied CP Notice and Lending Confirmation Notices for Disbursements (for Interim Disbursement)

(i) Promptly after receipt of a Notice of Drawdown and Drawdown Certificate the Facility Agent shall review such Notice of Drawdown and Drawdown Certificate and attachments thereto, to determine whether all required documentation has been provided and whether all applicable conditions precedent pursuant to this Agreement have been satisfied.

(ii) If in connection with any Interim Disbursement, the Facility Agent or any Lender funding such Disbursement, determines that any condition precedent under Clause 3.1.2 (c) hereof have not been satisfied, such Lender and/or the Facility Agent shall promptly issue an Unsatisfied CP Notice, notifying the Facility Agent and/or the Borrower, as the case may be, that the Disbursement may not be made, giving the reasons therefor. Upon receipt of an Unsatisfied CP Notice from the Facility Agent, the Lender shall not have any obligation to make the Interim Disbursement requested under the related Notice of Drawdown and Drawdown Certificate.

(iii) If the Facility Agent (A) has not received or issued an Unsatisfied CP Notice and (B) acting in good faith, is satisfied that the conditions precedent to the Interim Disbursement have been satisfied or waived in accordance with the Financing Documents, or, is informed by the Lenders that the conditions which had not been satisfied, have been satisfied or waived, the Facility Agent shall issue a Lending Confirmation Notice to the Borrower.

(iv) Subject to Clause 3.1 hereof and the other sub-clauses of Clause 3.4 hereof, upon the issuance of a Lending Confirmation Notice by the Facility Agent, the Interim Disbursement, as the case may be, shall occur, provided, however, that there is nothing to the contrary contained in any Financing Document.

(v) The Facility Agent shall have no liability to any Person as a result of an Unsatisfied CP Notice or a Lending Confirmation Notice being issued, whether or not the Person issuing it was entitled to issue any such notice. Neither the Lenders nor the Facility Agent shall have any liability to the Borrower or any Affiliate thereof arising from the issuance of an Unsatisfied CP Notice or a Lending Confirmation Notice.

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3.4.2 Interim Disbursements

(i) Notwithstanding anything to the contrary contained in this Agreement, on and from the date of satisfaction of the conditions specified in Clause 3.1.2 (c) hereof, any amounts disbursed by a Lender prior to the date of execution of this Agreement (whether by way of issuance of letter of credit(s) or by way of issuance of letter of commitment(s) or by providing drawal of rupee loans) to the Borrower for the purposes of the Project, shall for the purposes of this Agreement and the other Financing Documents be treated as an Interim Disbursement made by such Lender and the provisions of this Agreement as are applicable to Interim Disbursements (including but not limited to reduction of Available Rupee Commitment of such Lender) shall be applicable to such disbursements. Provided however, any Existing Debt being provided by the Lender in its capacity as Existing Lender, shall not be included for the purposes of this Clause 3.4.2 and consequently shall not be considered as an Interim Disbursement. Provided further that, for the purposes of the amounts deemed to be Interim Disbursements under this Clause 3.4.2 (i), the requirements provided under Clause 3.4.1 hereof, as applicable to Interim Disbursement, shall deemed to have been satisfied.

(ii) On and from the Date of CP Satisfaction, the Borrower shall not be eligible to avail Interim Disbursements from the Lenders under this Agreement. All the amounts disbursed by each of the Lenders by way of Interim Disbursement shall be deducted from the (i) Available Rupee Commitment of such Lenders under this Agreement, in case the Interim Disbursement was by way of Rupee Drawdowns or (ii) Remaining LC Commitment of such Lenders under this Agreement, in case the Interim Disbursement was by way of LC Issuance. Further, any amounts disbursed as Interim Disbursements shall on and from the Date of CP Satisfaction be treated as Disbursements made after the Date of CP Satisfaction and all provisions, terms, conditions, covenants etc. of this Agreement as applicable to such Disbursements shall also be applicable to the Interim Disbursements.

3.4.3 Disbursements following issuance of a Lending Confirmation Notice

On the proposed Disbursement Date following the issue of a Lending Confirmation Notice:

(i) (a) If an LC Issuance has been requested, then the Issuing Bank and/or the LC Lender from whom the LC Issuance has been requested, shall, on the Disbursement Date, issue Letter(s) of Credit. The Borrower recognises and acknowledges that no LC which has a tenor, including any Usance Period greater than the Availability Period shall be issued by the Issuing Bank and/or the LC Lender, as the case may be. The Borrower shall endeavour to have LCs issued in a manner that the Remaining LC Commitment of each Participating Lender or the LC Lender, as the case may be, is reduced proportionately

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	(b)	If a Rupee Drawdown has been requested, the Rupee Lenders from whom the Rupee Drawdown has been requested shall, on the Disbursement Date, make the proceeds of the Rupee Drawdown available to the Borrower, in immediately available funds in Rupees, by depositing such proceeds into the Account and the Borrower shall utilize such proceeds strictly in accordance with the provisions of this Agreement and the other Financing Documents. All Rupee Lenders shall contribute in proportion to their respective Available Rupee Commitment to any Drawdown requested by the Borrower.
	(c)	If a Letter of Commitment has been requested, then the LOC Lenders shall, on the Disbursement Date, issue Letter of Commitment to the Beneficiary named in the Notice of Drawdown and Drawdown Certificate in this regard. The Borrower recognises and acknowledges that no Letter of Commitment on account of which the LOC Lenders may be called upon to disburse the amounts to the Beneficiaries thereof, after the Availability Period shall be issued by the LOC Lenders. The Borrower shall endeavour to have Letter of Commitments issued in a manner that the Remaining LC Commitment of each LOC Lender, as the case may be, is reduced proportionately.
		Provided that, for all Disbursements except Interim Disbursements, the Sponsor shall have made available to the Borrower, such amounts of the Sponsor Subdebt, which to the amounts sought as Disbursement at that time, whether by way of LC Issuance pursuant to sub-clause (a) above, or by way of Rupee Drawdown pursuant to sub-clause (b) above, bears the same ratio which the Sponsors Subdebt bears to the Rupee Facility.
		Provided, further, that if at the time of Disbursement, the amount already funded as Sponsor Subdebt is not less than the amount required to be funded by way of Sponsor Subdebt at such time, then no further amount shall be required to be funded by way of Sponsor Subdebt prior to Disbursement being made by the Lenders.
(ii)		All payments made by the Issuing Bank or the LC Lender issuing Letter(s) of Credit to a Beneficiary or the Confirming Bank, pursuant to a claim made under the LC shall be made directly to the Beneficiary or such Confirming Bank and shall not be deposited in/ routed through the Account.
(iii)		All Disbursements by the Lenders shall be made within the limits of their respective Rupee Commitments, as provided against each of their names in Schedule I hereof and as reduced in accordance with the terms of this Agreement. Provided that all Interim Disbursements shall be made within the limits of the respective Available Interim Commitments of each Lender.
(iv)		Any drawal of funds in the form of Rupee Advance to pay any demands under an LC or a Letter of Commitment, as the case may be, shall not be deposited in the Account and shall be made, (i) in case of LC Issuance by LC Lender, by the respective LC Lender which had issued the LC directly to the Beneficiary or (ii) in case of LC Issuance by the Issuing Bank, by the respective Participating Lenders directly to the Issuing Bank or (iii) in case of issuance of a Letter of Commitment, by the LOC Lender which has issued the Letter of Commitment directly to the Beneficiary.

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(v) In case of LCs issued by Issuing Bank, an obligation to fund their respective Participating Earmarked Amounts shall be created upon the Participating Lenders participating in such LCs.

(vi) Notwithstanding any other provision of this Agreement or any other Financing Document, the failure of any Lender to make a Disbursement as and when required under this Agreement shall not: (a) relieve any other Lender of its obligation hereunder (provided no Event of Default or Potential Event of Default, as applicable to any Disbursement, has occurred) to make any requested Disbursement under the Rupee Facility, but no Lender shall be responsible for the failure of any other such Lender to make any Disbursement or any portion thereof, and (b) relieve or release such defaulting Rupee Lender from its continuing obligations under the Financing Documents at any time during the Availability Period.

3.4.4 Drawstop Notices

(i) In addition to the ability to issue an Unsatisfied CP Notice or informing the Borrower or the Lenders about conditions in Clause 3.1.2 (c) not being satisfied and notwithstanding the issuance of any Lending Confirmation Notice by the Facility Agent in connection with any Disbursement, any of the Lenders or the Facility Agent, whether on its own or upon instructions on this behalf being received from any Rupee Lender, may, on the occurrence of an Event of Default or a Potential Event of Default issue a notice (a “Drawstop Notice”) to the Borrower with a copy to the Facility Agent and each of the Lenders notifying the Borrower that no Disbursements shall be made under any Notice of Drawdown and Drawdown Certificate. Provided however, that only the Lenders who, pursuant to the Lending Confirmation Notice, are required to make the Disbursement shall be entitled to issue a Drawstop Notice. Each Participating Lender hereby agrees that it shall not be entitled to issue a Drawstop Notice in relation to their funding of any amounts claimed from the Issuing Bank pursuant to an Issuing Bank LC.

(ii) A Drawstop Notice issued pursuant to Clause 3.4.3(i) hereof shall remain in full force and effect until:

(a) the Potential Event of Default or Event of Default which led to the issuance of such Drawstop Notice has been remedied by the Borrower to the satisfaction of the Person issuing such Drawstop Notice or waived by the Lenders; or

(b) the Rupee Lender(s) which instructed the Facility Agent to issue such Drawstop Notice authorises the Facility Agent to revoke such Drawstop Notice by sending notice of such revocation to the Facility Agent, each of the other Lenders and the Security Trustee.

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Upon the occurrence of any of the foregoing, such Drawstop Notice shall be deemed to be revoked and the Facility Agent shall promptly notify the Borrower and the Lenders thereof, whereupon the applicable Rupee Lender(s) who were, as per the relevant Lending Confirmation Notice, required to make Disbursements shall make the requested Disbursements as soon as practicable thereafter (and in any event no later than 5 (five) Business Days thereafter). Provided such revocation has happened within 5 (five) Business Days of the Disbursement Date proposed in the Notice of Drawdown and Drawdown Certificate and provided further that all other conditions precedent (pursuant to Clause 6 hereof) or conditions to Disbursement continue to be satisfied.

3.4.5 Contribution of Lenders to any Disbursement

(i) If the Borrower is seeking a LC Issuance from the Issuing Bank, then each of the Participating Lenders shall participate in such LC Issuance up to their respective Participating Earmarked Amount. The Issuing Bank agrees that the Participating Earmarked Amount and the Participating Interest of each of such Participating Lenders would be in proportion to their respective Remaining LC Commitment and subject at all times to their respective Remaining LC Commitment.

(ii) If the Borrower is seeking a LC Issuance from an LC Lender, then such LC Lender shall participate in such LC Issuance in full but subject at all times to its Remaining LC Commitment.

(iii) If the Borrower is seeking a Rupee Drawdown, then each of the Rupee Lenders shall contribute to such Rupee Drawdown in proportion to their respective Available Rupee Commitment but subject at all times to its Available Rupee Commitment.

(iv) If the Borrower is seeking an issuance of Letter of Commitment from an LOC Lender, then such LOC Lender shall participate in such issuance of Letter of Commitment in full but subject at all times to its Remaining LC Commitment.

3.4.6 No Approval of Work

The making of any Disbursement or the issuance of a Lending Confirmation Notice shall not be deemed an approval or acceptance by any Lender or the Facility Agent of any work, labour, supplies, materials or equipment furnished or supplied with respect to the Project.

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3.4.7 Payment by Participating Lenders to the Issuing Bank

(i) Participating Interest Notice

The Issuing Bank shall within 3 (three) Business Days after the issuance of an Issuing Bank LC, notify each of Participating Lenders and the Borrower of the issuance thereof and of the amounts referred to in Clause 3.2.3(iv) relating to such Issuing Bank LC, by a notice substantially in the form set out in Schedule XIV hereof, (a “Participating Interest Notice”), provided that failure of the Issuing Bank to send a Participating Interest Notice shall not affect the obligations of the Participating Lenders and the Borrower to pay their respective portions of any Claimed Amounts and/or Crystallized Rupee Amounts of such Claimed Amounts (if the Claimed Amounts are in Foreign Currency).

(ii) Issuing Bank Notice of Demand

(A) Within 1 (one) Business Day after the receipt by the Issuing Bank of any demand for payment from the Beneficiary of an Issuing Bank LC, the Issuing Bank shall issue a notice of such demand together with a copy of the Documents (an “Issuing Bank Notice of Demand”) to the Participating Lenders and the Borrower, with a copy to the Facility Agent.

(B) Each Issuing Bank Notice of Demand shall specify:

(i) the Claimed Amount;

(ii) the Payment Date;

(iii) for each Participating Lender, the amount required to be paid by it, which shall to the Claimed Amount bear the same ratio as the Participating Interest of such Participating Lender bears to the LC Value (in each case, such Participating Lender’s “Payment Amount”); and

(iv) a confirmation from the Issuing Bank that the demand for payment from the Beneficiary under the Issuing Bank LC is in compliance with the terms of the relevant Issuing Bank LC.

(iii) Payments to the Issuing Bank

On the 2nd (second) Business Day prior to the Payment Date, each Participating Lender shall unconditionally and irrevocably pay directly to the Issuing Bank at its Lending Office or to an account specified by the Issuing Bank an amount in Rupees equal to its Payment Amount.

(iv) Each Payment Amount shall be paid by the Participating Lenders directly to the Issuing Bank without demur or protest or any set-off or counterclaim, and notwithstanding any dispute between or among any of the Borrower, the Participating Lenders or the Beneficiary or any direction to the contrary that may be given, represented, affirmed, etc. by any Person on the ground of any dispute between or among any of the Borrower, the Participating Lenders or the Beneficiary.

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(v) It is clarified that, in case of a Foreign Currency LC, if the amount of the Claimed Amount actually paid on the Payment Date to the Beneficiary by the Issuing Bank is in excess of the aggregate of the Payment Amounts provided to the Issuing Bank under Clause 3.4.7(ii)(B)(iii) hereof on account of fluctuation of the exchange rate of such Foreign Currency, then the Participating Lenders identified as such under Notice of Drawdown and Drawdown Certificate for such LC shall forthwith pay to the Issuing Bank such excess amount pro rata to their Participating Percentage.

(vi) It is clarified that, in case of any Foreign Currency LC, if the Claimed Amount actually paid on the Payment Date to the Beneficiary by the Issuing Bank is less than the aggregate of the Payment Amounts provided to the Issuing Bank under Clause 3.4.7(ii)(B)(iii) hereof on account of fluctuation of the exchange rate of such Foreign Currency, then the Issuing Bank shall refund such excess amounts to the Participating Lenders in the manner provided under Clause 3.4.9 hereof for distribution of dues received and costs.

3.4.8 Borrower’s Obligation to Pay

(i) If the Issuing Bank is called upon to pay and pays, all or any of the monies in pursuance of an Issuing Bank LC and one or more of the Participating Lenders fails to pay/ credit the required Payment Amount in full on any Payment Date, then the Borrower shall forthwith, without any demur or protest, pay directly (and not through the Account) to the Issuing Bank at its Lending Office or to an account specified by the Issuing Bank, all amounts paid by the Issuing Bank and not reimbursed or paid or credited in accordance with Clauses 3.4.7(iii) to (vi) hereinabove, including without limitation all Payment Amounts, all costs, charges and expenses whatsoever payable or paid, suffered or incurred by the Issuing Bank in respect of or in relation to or arising out of the obligations undertaken by it under the Issuing Bank LC together with interest on such amount, from the date when such amounts were first paid or incurred until payment by the Borrower in full, at the Default Rate over and above Interest at the Interest Rate of the Issuing Bank. All such monies shall be reimbursed in Rupees and such amounts in case of Foreign Currency LC issued by the Issuing Bank shall be equal to the Crystallized Rupee Amount of such amounts payable by the Participating Lenders to the Issuing Bank.

(ii) A certificate in writing signed by an Authorised Officer of the Issuing Bank stating the amount payable by the Participating Lenders or the Borrower hereunder shall be conclusive evidence against them of the amount due to the Issuing Bank, save for manifest error.

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3.4.9 Distribution of Dues Received and Costs Amongst the LC Participating Lenders

(i) The Issuing Bank shall distribute amongst the Participating Lenders their pro rata share (based on their respective Participating Earmarked Amount) in all dues, charges and expenses, other than the Fronting Commission and/or any LC Lender Commission received by the Issuing Bank as a Participating Lender, forthwith upon the same being received, collected or recovered from the Borrower in connection with any Issuing Bank LC (in which such Participating Lenders have participated), after deducting from such income or dues, all costs charges and expenses that may have been incurred by the Issuing Bank, and pending such distribution, the monies shall be held by the Issuing Bank in trust for the Participating Lenders; it being understood that only such of the Participating Lenders who shall have paid all of their respective Payment Amounts and all other interest, costs or expenses thereon or incurred by the issuing Bank, if any, will become entitled to be paid their pro rata share of any receipt/ recovery of dues relating to such payment.

(ii) If the Issuing Bank contributes on behalf of any defaulting Participating Lender or the Borrower towards the Claimed Amount or towards its share in any expenditure incurred by the Issuing Bank in connection with an Issuing Bank LC, then the Issuing Bank shall be entitled to reimburse itself for such contribution from the monies received or recovered from the Borrower or any other Person, to the extent of its contribution on behalf of the defaulting Participating Lender or the Borrower.

3.4.10 Drawdown Schedule

(i) The Borrower shall, concurrently with the execution of this Agreement, provide to the Rupee Lenders an indicative drawdown schedule in writing (“Drawdown Schedule”) for the entire Availability Period.

(ii) The Drawdown Schedule shall indicate the amount (“Relevant Period Amount”) that the Borrower proposes to seek as Rupee Loans during each Drawdown Schedule Period. The Borrower shall have the right to revise the Drawdown Schedule from time to time by sending a written notice to the Rupee Lenders at least 30 (thirty) days prior to the commencement of each Drawdown Schedule Period.

3.5 Utilisation Certificate

After the Initial Disbursement Date, the Borrower shall, prior to the next Disbursement Date, furnish to each of the Lenders a certificate from a practising chartered accountant or its Statutory Auditors certifying the utilisation/ end use of all amounts borrowed from such Lenders including details of any interest paid on Quasi Equity brought in by the Sponsor, failing which the next Disbursement shall not be made.

Provided however that such certification in case of the last Disbursement shall be furnished within 30 (thirty) days of the earlier of the end of the Availability Period or date of last Disbursement. Provided further that if the certificate is obtained from a practising chartered accountant, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months.

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3.6 Further Indebtedness; Replacement of Certain Permitted Indebtedness

3.6.1 The Borrower agrees and acknowledges that, at the request of the Borrower, the Lenders have agreed to allow the Sponsor to provide rupee loans from time to time to the Borrower, to the extent of an amount up to Rs. 6150 crores (Rupees Six Thousand One Hundred only). Such Sponsor Subdebt shall be unsecured and subordinated to the Rupee Facility and shall be on terms and conditions as provided in this Agreement.

3.6.2 The Lenders hereby permit and give the Borrower an option to replace, from time to time, such Sponsor Subdebt (to the extent ECB Guidelines and other Applicable Law would permit such replacement) in full or in part, with loans from banks and financial institutions, in India or abroad including rupee term loans, export credit assistances, ECB, foreign currency loans and/or domestic bonds not exceeding the amount of the Sponsor Subdebt which is getting replaced.

In addition to the aforesaid, the Lenders also permit the Borrower to raise further debt by way of rupee term loans, export credit assistances, ECB, foreign currency loans and/or domestic bonds, for an amount equal to 35% (thirty five per cent) of the unavailed portion of the Rupee Facility. Any such debt raised shall reduce / cancel the unavailed Rupee Commitment of each Rupee Lender proportionately.

For the avoidance of doubt, the foreign currency equivalents of the aforesaid Rupee amounts shall be determined by converting the requisite Rupee amount in lieu of which/ for the purpose of which the further debt is being raised at such rate as is acceptable to the Facility Agent, on the date on which agreements for such foreign currency loans are executed.

Provided however, the terms of the aforesaid assistances (the “New Commitment”), including interest, tenor etc., from banks and financial institutions, in India or abroad (the “New Lender”, which expression shall, unless repugnant to the subject, context or meaning thereof, be deemed to include its permitted transferees, novatees, successors and assigns), should be acceptable and to the satisfaction of the Lenders.

3.6.3 As a condition to the New Lender becoming a lender to the Borrower, including for the replacement of the Sponsor Subdebt or any part thereof:

(i) the New Lender(s) shall execute all necessary deeds and documents including Deeds of Accession as may be required.

(ii) The Borrower and, if required, the Sponsor, shall, as a condition to the acceptance of the New Lenders by the Lenders, execute such further agreements, deeds and documents as are required by the Lenders and/or LLC, including execution of security documents and security trustee arrangements, as may be advised by the Lenders and/or the LLC. All costs and charges, including stamp duty, legal fees, etc, in relation to such further agreements shall be borne by the Borrower.

(iii) The Borrower shall ensure that, on and from the time of replacement of the Sponsor Subdebt, or any part thereof, the Debt Equity Ratio shall be maintained at a ratio not higher than 60:40.

(iv) The amounts being drawn from the New Commitments to replace the Sponsor Subdebt (or any part thereof) which has already been availed by the Borrower, shall bear to the New Commitment the same ratio as the ratio of the aggregate of Rupee Loans of the Rupee Lenders bear to the Rupee Commitments of the Rupee Lenders.

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3.6.4 If the New Lenders agree to provide loans on the same terms as the Rupee Facility and become a party to the Financing Documents, then they shall execute a Deed of Accession satisfactory to the Facility Agent and upon the acceptance by the Facility Agent of the Deed(s) of Accession executed by the New Lenders:

(i) such New Lenders shall be deemed to be Rupee Lenders in terms of the Financing Documents and shall enjoy from the date of the acceptance of the Deed of Accession such rights and benefits (including security) as are available to each of the other Lenders;

(ii) such New Lenders may, subject to Clause 3.6.3(iv) above, lend to the Borrower for paying/reimbursing from their New Commitments, an amount which is equal to the amount already lent by the Sponsor to the Borrower as a part of its Sponsor Subdebt; and

(iii) the Financing Documents shall be deemed to have been amended to the extent provided in the Deed of Accession.

3.6.5 The raising of any debt by way of rupee term loans, export credit assistances, ECB, foreign currency loans and/or domestic bonds, shall, in addition to the other conditions mentioned, be subject to satisfaction of the following conditions:

(i) The Borrower shall have notified the Lenders prior to availing of such further debt.

(ii) The Borrower shall have obtained such approvals as may be necessary from RBI or the relevant Government Authority or an Authorised Dealer for availing such further debt and/or its usage and/or creating security for such debt and the terms and conditions of such approval are acceptable to the Lenders.

(iii) The Borrower shall have entered into necessary hedging mechanism, for the payment in Foreign Currency towards import component of plant and machinery net of exports natural hedge available pertaining to the Project and also for repayment of principal and interest in relation to foreign currency loans, if any, in a manner acceptable to the Lenders.

(iv) Funds raised by way of rupee term loans, export credit assistances, ECB, foreign currency loans and/or domestic bonds, shall be applied as per the terms of Clause 2.5 hereof.

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3.7 Letter(s) of Commitment

During the Availability Period, each of the Rupee Lenders may, at the request of the Borrower, with prior written intimation to the Facility Agent, and upon issuance of a Lending Confirmation Notice by the Facility Agent, subject to Applicable Law, issue letter(s) of commitment/letter(s) of confirmation in a form mutually acceptable to the Rupee Lenders and the beneficiary thereof in favour of foreign supplier undertaking that the claims of the provider of the buyers’ credit/letter of credit against the Borrower shall be honoured by the issuer of the letter of commitment (“Letter of Commitment”).

A Letter(s) of Commitment shall be issued, subject to all applicable conditions precedent being satisfied by the Borrower in this regard, by any Rupee Lender only if the Borrower and the relevant Rupee Lender have agreed to mutually acceptable terms, including regarding the format of the letter(s) of commitment, the fees and charges payable to the issuer, the payment and/or repayment terms of any Rupee Lender paying monies under the Letter(s) of Commitment. The Parties agree that unless the relevant Rupee Lender and the Borrower agree to the terms aforesaid, the Rupee Lender is not required to issue any Letter of Commitment.

An issuance of the Letter(s) of Commitment shall reduce each such issuing Rupee Lenders’ Available Commitment to the extent of the amounts committed to be paid under the Letter of Commitment.

Notwithstanding anything in this Clause 3.7, the Borrower shall pay to the LOC Lender, in advance, a commission (“LOC Commission”) at a rate not less than the LOC Commission Rate on the face value of such Letter of Commitment calculated for the LOC Commission Period, in the first instance, on the date of opening of such Letter of Commitment and thereafter, on the day falling every 90 (ninety) days thereafter (the “LOC Commission Payment Date”).

3.8 FCNR (B) Loan

During the currency of the Rupee Facility, the Borrower shall have the option to convert the Available Rupee Commitment of any of the Lenders into FCNR (B) loans, on terms and conditions which are mutually agreeable between such Lenders and the Borrower, subject to the availability of the FCNR(B) deposit funds with such Lenders.

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4. MECHANISM FOR LC ISSUANCE

4.1 LC Issuance under the Issuing Bank LC Facility

4.1.1 Availability

(i) If any Disbursement which has been requested, is for seeking an Issuing Bank LC, the Borrower shall, along with the Notice of Drawdown and Drawdown Certificate, provide the Facility Agent with a Documentary Credit Application in a form and manner acceptable to the Issuing Bank, along with such documents in connection with the contracts and/or arrangements with the Beneficiary as may be required by such LC Lender. Upon receipt of a Lending Confirmation Notice for opening the LCs and the related Documentary Credit Application, the Issuing Bank shall on the relevant Disbursement Date, open one or more usance or sight LCs, as specified in the relevant Notice of Drawdown and Drawdown Certificate. The Borrower shall furnish to the Issuing Bank at the time of submitting the Documentary Credit Application such documents in connection with the contracts and/or arrangements with the Beneficiary, as may be required by the Issuing Bank.

(ii) Each of the Participating Lenders and the Borrower hereby jointly and irrevocably authorises the Issuing Bank to, upon the Borrower so requesting and submitting the properly completed Documentary Credit Application and other documents in accordance with the terms of this Agreement and without further reference to any of the Participating Lenders or the Borrower, open such Letter(s) of Credit in favour of the Beneficiary, for an amount equivalent to the Earmarked Amount for a tenor (including the Usance Period) not greater than the Availability Period.

Provided however that the Issuing Bank shall not be obliged to issue any LC if on issuance of the same, the aggregate of the Earmarked Amount (inclusive of Required Interest Amount and duties, cesses, taxes) and corresponding Devaluation Amount, if any, shall exceed, the Remaining Issuing Bank Fronting LC Commitment.

(iii) The Borrower undertakes to submit to the Issuing Bank the exchange control copy of the relative customs bills of entry within the time limit stipulated by RBI.

(iv) Any payment by the Participating Lenders of a Payment Amount under Clause 3.4.7 hereof towards Claimed Amount, under the Letter(s) of Credit issued by the Issuing Bank, shall constitute an Rupee Advance from the Participating Lenders to the Borrower under this Agreement to the extent of such Payment Amount and shall be repayable as a Rupee Loan in terms of Clause 13 hereof. The Borrower irrevocably and unconditionally authorises the Facility Agent, the Participating Lenders and the Issuing Bank to take all such actions as they may require for the above purpose.

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(v) Without prejudice to the generality of Clause 4.1.1(i) to (iv) above, the Borrower and each of the Participating Lenders irrevocably and unconditionally:

(a) authorise the Issuing Bank to pay any demand made by presentation of Documents as required under a Letter of Credit issued by it, which appears on its face to be in accordance with the relevant Letter of Credit:

i. without investigation by the Issuing Bank or confirmation from the Borrower, any Participating Lenders or any other Person; and

ii. notwithstanding that the Borrower and/or the Participating Lenders may dispute the validity of any such demand;

(b) agrees that the Issuing Bank is authorised to determine, at its sole discretion, whether a demand for payment under a LC by the Beneficiary or the Confirming bank complies with the relevant Letter(s) of Credit and the provisions of UCPDC-ICC 600, and any payment under the LC shall constitute conclusive evidence that such demand is correct and has been properly made and any amount paid shall be regarded as having been properly paid for the purpose of this Agreement. The Participating Lenders and the Borrower shall not be entitled to and hereby irrevocably waive all rights and entitlements to claim against, object or dispute the aforesaid determination of the Issuing Bank or any payments made by the Issuing Bank under the Letter(s) of Credit, pursuant to such determination;

(c) agrees that the Issuing Bank deals in documents only and shall not be concerned with the legality of the claim or any underlying transaction or any set-off, counterclaim or defence as between the Borrower and any other Person;

(d) agrees that this Clause 4.1.1 shall apply in respect of amounts paid under any demand without regard to:

i. the sufficiency, accuracy or genuineness of any demand or any certificate or statement in connection with any demand; or

ii. any incapacity of, or limitation upon the powers of, any person signing or issuing any demand or certificate or statement in respect of any demand.

(e) agrees that if the Issuing Bank pays any demand under a Letter of Credit, such amount shall be regarded as having been properly paid for the purposes of this Agreement;

(f) the Documentary Credit Application shall be deemed to have been accepted by the Issuing Bank when advice of the issuance of the relevant LC has been sent to the relevant Beneficiary through SWIFT/tested telex/airmail and any amendment thereto proposed by the Borrower shall be subject to confirmation by the Beneficiary and the Confirming Bank, if any;

(g) the date of receipt of the Documents by the Issuing Bank under the Letter(s) of Credit as registered in the records of the Issuing Bank shall be conclusive and binding on it.

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(vi) The Borrower agrees, confirms and declares that:

(a) the import of Goods is/are not in contravention of the foreign exchange directions relating to imports including inter alia the Foreign Trade Policy and/or Exim Policy guidelines prescribed by the GOI from time to time and/ or any other guidelines/ directives issued by the Reserve Bank of India from time to time;

(b) prior to opening an LC for import of Goods it shall have valid Import Export code number assigned by the Director General of Foreign Trade and is authorized to undertake import of the Goods;

(c) the transaction covered under the Issuing Bank LC Facility does not involve and is not designed for the purpose of any contravention or evasion of the provisions of Foreign Exchange Management Act, 1999 or of any rule, regulations, notifications, direction or order made thereunder or of any other law, rule, regulation or direction;

(d) the Letter(s) of Credit may be amended and/or modified by the Issuing Bank in its absolute discretion upon receipt of written request from the Borrower as accepted by the Confirming Bank if any, and by the Beneficiary and as duly confirmed by the Facility Agent and in such an event, such amendment/modification will be deemed to form part of the Documentary Credit Application and will be governed by the terms hereof.

(vii) The Borrower agrees that the transmission of all instructions and communications under the Letter(s) of Credit and the shipping of Documents and the Goods thereunder are entirely at the risk of the Borrower. The Issuing Bank or their respective correspondents or agents shall not be responsible for any error or delay in such transmission or loss or delay in delivery of the Documents or the Goods.

4.1.2 Indemnity from the Borrower

The Borrower hereby agrees to pay to the Participating Lenders and the Issuing Bank on demand, all costs (including legal costs on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses including any costs incurred by any of them on account of devaluation of rupee against the Foreign Currency, in excess of the Devaluation Amount with respect to a Letter of Credit issued under the terms of this Agreement and/or in connection with the Goods and/or the documents of title to Goods covered by a Letter(s) of Credit issued under this Agreement including for re-shipment thereof for any reason whatsoever,

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or in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever, and further agrees and undertakes to hold the Participating Lenders and the Issuing Bank safe and harmless and keep them indemnified against any claim, action or proceedings made or brought against them or any of them, their correspondents or agents, as also against any liability or loss incurred or suffered by them, their correspondents or agents by reason of an issuance of a Letter(s) of Credit and/or any payments of any amounts under any Letter(s) of Credit, including any payments outside India to the Beneficiary, which have been issued.

4.1.3 Terms of Payments under the LCs

The payment of amounts of all drawings under the Letter(s) of Credit will be made by the Issuing Bank directly to the Beneficiary, and the payments by the Participating Lenders to the Issuing Bank shall be made in accordance with Clause 3.4.7 hereof.

4.1.4 Charges

(i) The Borrower shall pay, in advance, to the Issuing Bank, Fronting Commission on the Fronting Amount, for its own account, at the Fronting Commission Rate on the aggregate of the LC Value of the Letter(s) of Credit and Required Interest Amount, on each Participating Lender LC Commission Payment Date. The aforesaid writings shall form an integral part of this Agreement and such writings shall be provided to the Facility Agent.

(ii) The Borrower shall pay to each Participating Lender, in advance, Participating Lender Commission at the Participating Lender Commission Rate on their proportionate Participating Interests in the Letter(s) of Credit calculated for the LC Commission Period, in advance, in the first instance, on the date of the opening of the Letter of Credit and thereafter, on the day falling every 90 (ninety) days thereafter (the “Participating Lender Commission Payment Date”). The aforesaid writings shall form an integral part of this Agreement and such writings shall be provided to the Facility Agent.

(iii) Additionally, the Borrower shall pay such other fees and charges as are set forth in any letter or other agreement between the Borrower and any Rupee Lender which states that it is a Fee Letter under this Agreement. The Borrower shall also pay commission or other bank charges and out of pocket charges (at actuals) including but not limited to remittance of monies to the Beneficiary, SWIFT, telex, telephone, facsimile, air mail and courier charges, and all other costs, charges and expenses incurred at any time by the Issuing Bank, (including any payment made or liability incurred on behalf of the Borrower, together with interest, costs, charges and expenses thereon) with respect to the issue, amendment, renewal, extension, maintenance or payment under the Letter(s) of Credit.

4.1.5 Receipt of Claim

If the Beneficiary or the Confirming Bank, if any, presents a claim under the Letter(s) of Credit to the Issuing Bank, the procedure provided under Clause 3.4.7(ii) hereof shall become applicable.

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4.1.6 Payment of Claimed Amount

Unless a payment under any Letter(s) of Credit is restrained by an order of a competent court, the Issuing Bank shall be at liberty to make payment of the Claimed Amount under the relevant Letter(s) of Credit on the Payment Date if the claim or demand of the Beneficiary or the Confirming Bank, if any, is otherwise found to be in order by the Issuing Bank.

All payments by the Issuing Bank issuing the LC to the Beneficiary shall be made directly to such Beneficiary without the requirement of routing the funds through the Account.

4.1.7 Validity Period, Payment Date, etc for LC

Notwithstanding anything to the contrary contained anywhere in this Agreement and the other Financing Documents, the validity period of any LC and/or the Usance Period, if any, for any LC and/or the Payment Date for any LC, shall not exceed the Availability Period.

4.1.8 Failure by a Participating Lender to Pay

(i) In the event any Participating Lender fails to make payments to the Issuing Bank in terms of this Agreement, the Borrower shall pay such amounts to the Issuing Bank. The Borrower may also substitute any such defaulting Participating Lender at any time after its default with another bank or financial institution acceptable to the Issuing Bank acting reasonably, provided that no replacement of a Participating Lender or any other provision of any Financing Document shall be deemed to release any Participating Lender from such of its obligations under the Financing Documents which are not substituted as a result of replacement of such Participating Lender. The Issuing Bank may also set-off any amount due but unpaid from a Participating Lender hereunder against any credit balance or assets of the defaulting Participating Lender lying with the Issuing Bank at any time.

(ii) Notwithstanding the Issuing Bank exercising any right of set-off, counter-claim, lien or any other right against any credit balance or assets of the Borrower lying with such Participating Lender, the Participating Lenders shall continue to be unconditionally and irrevocably liable to reimburse the Issuing Bank in the manner as provided under this Agreement.

(iii) All payments by the Borrower or the Participating Lenders to the Issuing Bank under Clause 3.4.7 hereof and this Clause 4.1.8 and shall be made directly to the Issuing Bank without the requirement of routing the funds through the Accounts.

(iv) If the Borrower pays directly to a Participating Lender its pro rata share of the expenditure incurred / amounts paid by the Issuing Bank in connection with the Letter(s) of Credit, and such Participating Lender has not reimbursed the monies incurred / expended by the Issuing Bank, then such Participating Lender shall forthwith on demand by the Issuing Bank repay/pay to the Issuing Bank the amount of such payment together with interest thereon at the Default Rate over and above Interest at the Interest Rate of the Issuing Bank till receipt of payment.

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4.1.9 Maintenance of Accounts and Records

(i) The Issuing Bank will furnish copies of the Letter(s) of Credit to the Participating Lenders, the Borrower and the Facility Agent soon after issuance thereof, for their record.

(ii) The Issuing Bank shall open and maintain a control account or accounts according to its normal practice showing the Earmarked Amount and the LC Value of the Letter(s) of Credit issued and outstanding and interest accrued, if any, and the amount of any other sum due from the Borrower including payment that may have been made by the Issuing Bank under any Letter(s) of Credit and all payments with respect thereto made to the Issuing Bank, from time to time, by the Borrower and/or any other Person.

In any legal action or proceedings that may be taken by the Issuing Bank for itself and/or on behalf of the Participating Lenders, such control account or accounts shall, save for manifest error, be conclusive as to the total amount of principal, interest, commission and other sums due from the Borrower to the Issuing Bank and/or the Participating Lenders in respect of the Letter(s) of Credit issued under this Agreement and/or the other Financing Documents.

(iii) The Issuing Bank shall also maintain a memorandum (mirror) account in the name of each Participating Lender showing (i) the Earmarked Amount of the Letter(s) of Credit issued and outstanding; (ii) the LC Value of the Letter(s) of Credit issued and outstanding, the Participating Interest of each Participating Lender in respect of its liability thereunder; (iii) the amount of any sum including interest, if any, due from the concerned Participating Lender in respect of or pursuant to its participation in the Letter(s) of Credit and all payments with respect thereto made to the Issuing Bank by such Participating Lender; (iv) the distribution of pro rata payment(s) made by the Issuing Bank to the Participating Lenders from time to time according to their respective entitlement. Each such memorandum account shall be conclusive as to the amount due to or from each of the Participating Lenders from time to time, save for manifest error.

(iv) Each of the Participating Lenders shall share the risk to the maximum extent of their Participating Earmarked Amount for each Issuing Bank LC and shall irrevocably, unconditionally and promptly reimburse, from time to time, an amount equivalent to their Participating Interest to the Issuing Bank. The Borrower’s liability to the Issuing Bank for repayment of all amounts so paid by the Issuing Bank shall not be affected by virtue of the arrangements entered into between the Issuing Bank and the Participating Lenders for sharing the risk as stated above.

4.1.10 Advances

It is hereby clarified that the procedure specified in Clause 3.4.1 for making of Disbursement shall apply with respect to each LC Issuance but shall not be applicable with respect to (a) any payment under Letter(s) of Credit and/or (b) any Rupee Advance pursuant to any payment under such Letter(s) of Credit.

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4.2 LC Issuance under the LC Lenders’ LC Facility

4.2.1 Availability

(i) If any Disbursement which has been requested, is for seeking an LC Lender LC, the Borrower shall, along with the Notice of Drawdown and Drawdown Certificate, provide the Facility Agent with a Documentary Credit Application in a form and manner acceptable to the relevant LC Lender issuing the LC, along with such documents in connection with the contracts and/or arrangements with the Beneficiary as may be required by such LC Lender.

(ii) Upon receipt of the Documentary Credit Application, and provided the Facility Agent has issued a Lending Confirmation Notice, the LC Lender to whom such Documentary Credit Application has been made shall, in accordance with the terms of this Agreement and its rights and obligations therein, open one or more usance or sight LCs, subject to the terms and conditions specified in this Agreement, for an amount equivalent to the Earmarked Amount for a tenor (including the Usance Period) not greater than the Availability Period with respect to Rupee Lenders. Provided however that the LC Lender shall not be obliged to issue any LC if on issuance of the same, the aggregate of the Earmarked Amount (inclusive of Required Interest Amount and duties, cesses, taxes) and corresponding Devaluation Amount, if any, shall exceed the Remaining LC Commitment of such LC Lender.

(iii) The Borrower shall submit to the LC Lender issuing a Foreign Currency LC, the exchange control copy of the relative customs bills of entry within the time limit stipulated by RBI.

(iv) Any payments of the Claimed Amount, shall constitute a Rupee Advance from such LC Lender to the Borrower under this Agreement to the extent of the Crystallized Rupee Amount of such Claimed Amount or the value of the Claimed Amount, as the case may be, and shall be repayable as a Rupee Loan in accordance with the terms of this Agreement.

The Borrower irrevocably and unconditionally authorizes the Facility Agent and the LC lender issuing the LC to take all such actions as may be required for the above purpose.

(v) Without prejudice to the generality of Clauses 4.2.1 (i) to (iv) above, the Borrower irrevocably and unconditionally:

(a) authorises the LC Lender to pay any demand made under a Letter of Credit issued by it, which appears on its face to be in accordance with the relevant Letter of Credit:

i. without investigation by the LC Lender or confirmation from the Borrower or any other Person; and

ii. notwithstanding that the Borrower may dispute the validity of any such demand;

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(b) agrees that the LC Lender is authorised to determine, at its sole discretion, whether a demand complies with the relevant Letter(s) of Credit the provisions of UCPDC-ICC 600, or is discrepant, and upon a payment being made or a determination being made by the LC Lender of a valid demand having been made, the demand will be conclusive evidence that the demand is correct and has been properly made. The Borrower shall not be entitled to and hereby irrevocably waives all rights and entitlements to claim against, object or dispute the aforesaid determination of the LC Lender or any payments made by the LC Lender under the Letter(s) of Credit, pursuant to such determination whether or not finally the demand was determined to be discrepant;

(c) agrees that the LC Lender deals in documents only and shall not be concerned with the legality of the claim or any underlying transaction or any set-off, counterclaim or defence as between the Borrower and any other Person;

(d) agrees that this Clause 4.2.1 shall apply in respect of amounts paid under any demand without regard to:

i. the sufficiency, accuracy or genuineness of any demand or any certificate or statement in connection with any demand; or

ii. any incapacity of, or limitation upon the powers of, any person signing or issuing any demand or certificate or statement in respect of any demand.

(e) agrees that if the LC Lender pays any demand under a Letter of Credit such amount shall be regarded as having been properly paid for the purposes of this Agreement and shall be deemed as a Rupee Advance;

(f) the Documentary Credit Application shall be deemed to have been accepted by the LC Lender when advice of the issuance of the relevant LC has been sent to the relevant Beneficiary through SWIFT/tested telex/airmail;

(g) the date of receipt of the Documents by the LC Lender under the Letter(s) of Credit as registered in the records of the LC Lender shall be conclusive and binding on it.

(vi) The Borrower agrees, confirms and declares that:

(a) the import of Goods is/are not in contravention of the foreign exchange directions relating to imports including inter alia the Foreign Trade Policy and/or Exim Policy guidelines prescribed by the GOI from time to time and/ or any other guidelines/ directives issued by the RBI from time to time;

(b) prior to opening a Foreign Currency LC, the Borrower shall have a valid ‘Import Export Code’ number assigned by the Director General of Foreign Trade and is authorized to undertake import of the Goods;

(c) the transaction covered under any Foreign Currency LC does not involve and is not designed for the purpose of any contravention or evasion of the provisions of Foreign Exchange Management Act, 1999 or of any rule, regulations, notifications, direction or order made thereunder or of any other law, rule, regulation or direction;

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(d) the Letter(s) of Credit may be amended and/or modified by the LC Lender in its absolute discretion upon receipt of written request from the Borrower as duly confirmed by the Facility Agent and in such an event, such amendment/modification will be deemed to form part of the Documentary Credit Application and will be governed by the terms hereof;

(vii) The Borrower agrees that the transmission of all instructions and communications under the Letter(s) of Credit and the shipping of Documents and the Goods thereunder are entirely at the risk of the Borrower. The LC Lender or its respective correspondents or agents shall not be responsible for any error or delay in such transmission or loss or delay in delivery of the Documents or the Goods.

4.2.2 Indemnity from the Borrower

The Borrower hereby agrees to pay to the LC Lender on demand, all costs (including legal costs on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses including any costs and losses incurred by any of them on account of devaluation of Rupee against the Foreign Currency, in excess of the Devaluation Amount, with respect to a Letter of Credit issued under the terms of this Agreement and/or in connection with the Goods and/or the documents of title to Goods covered by a Letter(s) of Credit issued under this Agreement, including for re-shipment thereof for any reason whatsoever, or in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever, and further agrees and undertakes to hold the LC Lender safe and harmless and keep it indemnified against any claim, action or proceedings made or brought against it, its correspondents or agents, as also against any liability or loss incurred or suffered by it, its correspondents or agents by reason of an issuance of a Letter(s) of Credit and/or any payments of any amounts under any Letter(s) of Credit, including payments outside India to the Beneficiary or the Confirming Bank, which have been issued.

4.2.3 Charges

The Borrower shall pay to each LC Lender issuing the LC, in advance, the LC Lender Commission at the LC Lender Commission Rate on the Earmarked Amount of each Letter(s) of Credit calculated for the LC Commission Period, in the first instance, on the date of the opening of such Letter of Credit and thereafter, on the day falling every 90 (ninety) days thereafter (the “LC Lender Commission Payment Date”).

4.2.4 Advances

It is hereby clarified that the procedure specified in Clause 3.4.1 hereof for making of Disbursement shall apply with respect to each LC Issuance but shall not be applicable with respect to any Rupee Advance made for any payment under such Letter(s) of Credit.

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4.2.5 Receipt of Claim

If the Beneficiary or the Confirming Bank, if any, presents a claim under the Letter(s) of Credit to the LC Lender issuing the LC and the LC Lender, at its sole discretion, determines that the claim is valid and the Documents, if any, submitted along with claim are non-discrepant or is satisfied that the discrepancies have been resolved, then the LC Lender shall make payments to the Beneficiary or the Confirming Bank, if any, of the Claimed Amount in the manner required under such Letter(s) of Credit.

4.2.6 Validity Period, Payment Date, etc for LC

Notwithstanding anything to the contrary contained anywhere in this Agreement and the other financing documents, the validity period of any LC issued under this Agreement and/or the usance period, if any, for any LC issued under this Agreement and/or the Payment Date for any LC issued under this Agreement shall not exceed the Availability Period.

4.2.7 Liability of and payments of amounts called under LCs

(i) Payment by the Borrower

The LC Lender issuing the LC shall, on or prior to the Payment Date, issue a notice (“LC Lender Notice of Demand”) to the Facility Agent and the Borrower, specifying the following:

(a) the Claimed Amount (in case the Claimed Amount was payable in Foreign Currency, the Crystallized Rupee Amount of such Claimed Amount); and

(b) the Payment Date.

(ii) The Crystallized Rupee Amount of any Claimed Amount or the value of the Claimed Amount, as the case may be, shall, from the date of payment of such Claimed Amount to the Beneficiary or the Confirming Bank, be deemed to be a Rupee Advance from such LC Lender.

4.2.8 Maintenance of Accounts and Records

(i) The LC Lender issuing the LC will furnish copies of the Letter(s) of Credit to the Facility Agent soon after issuance thereof, for its record.

(ii) The LC Lender issuing the LC may open and maintain a control account or accounts according to its normal practice showing the amount of the Letter(s) of Credit issued and outstanding and interest accrued, if any, and the amount of any other sum due from the Borrower including payment that may have been made by the LC Lender under any Letter(s) of Credit and all payments with respect thereto made to the LC Lender, from time to time, by the Borrower and/or any other Person.

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In any legal action or proceedings that may be taken by the LC Lender issuing the LC, such control account or accounts shall, save for manifest error, be conclusive as to the total amount of principal, interest, commission and other sums due from the Borrower to the LC Lender issuing the LC in respect of the Letter(s) of Credit issued under this Agreement and/or the other Financing Documents.

4.3 Utilisation of Devaluation Amount

(i) The Borrower agrees and acknowledges that if at any time on account of devaluation in the value of Rupee against the Foreign Currencies in which Foreign Currency LCs have been issued, the amount payable by the LC Lender upon a demand being made against the LC Lender or the Participating Lenders upon a demand being made against it by the Issuing Bank is higher than the Earmarked Amount, then such amount shall be paid by the LC Lender or the Participating Lender, as the case may be, by drawing upon the Devaluation Amounts earmarked for such LC.

If the difference is higher than the amount of such earmarked Devaluation Amount, then such difference shall be paid in immediately available funds by the Borrower to the relevant LC Lender or the Participating Lenders, and in any case on or before the Payment Date.

If such amounts are not paid on or before the relevant Payment Date, then the Borrower shall on such defaulted amounts pay interest which shall be equal to the rate equal to the Default Rate, over and above Interest at the Interest Rate and shall be compounded monthly till actual payment. Payment of such interest shall not absolve the Borrower of its obligations to pay such sums and failure to pay such sums, notwithstanding the payment of interest on such sums, shall be an Event of Default. Any utilisation of the Devaluation Amount shall be a Rupee Advance and shall have all the benefits and entitlements of a Rupee Loan.

(ii) If after paying the entire Earmarked Amounts in relation to a Foreign Currency LC, the entire value of the earmarked Devaluation Amount for such LC is not utilised, then such unutilised portion of the Devaluation Amount shall be added to the Available Rupee Commitment and shall be available to the Borrower to avail as Rupee Drawdowns.

5. CANCELLATION OF THE FACILITIES

5.1 The Borrower shall not cancel the undrawn/ undisbursed Rupee Commitments of any Lender or any part thereof without the prior written approval of all the Lenders, except as provided under Clause 3.6.2 hereof.

5.2 No notice of voluntary cancellation will be effective or permitted unless the Borrower has demonstrated to the Lenders that following the proposed cancellation there will be sufficient alternative funding to fund the Estimated Project Costs in order to achieve the Project COD.

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5.3 Notwithstanding anything to the contrary contained herein, the Lenders shall have the right to unconditionally cancel the whole or any part of their respective Available Rupee Commitments without any prior notice, in the event:

(i) the Rupee Commitments or any part of the Rupee Commitments are not utilized by the Borrower, and/or

(ii) there is a deterioration in the loan accounts of the Borrower in any manner whatsoever.

6. CONDITIONS PRECEDENT

6.1 Conditions Precedent to First Disbursement:

The Initial Disbursement shall be subject to the fulfilment (or waiver in accordance with Clause 6.4 hereof), in a manner satisfactory to the Lenders, of all the conditions set forth below and each of the conditions set forth in Clause 6.2 hereof:

6.1.1 Funding

(a) The Borrower shall have demonstrated to the Lenders that satisfactory arrangements have been made for tie-up of the entire Equity Requirement by way of Share capital, Quasi Equity from the Sponsor and Internal Accruals.

(b) The Facility Agent shall have received evidence from the Statutory Auditor that 25% (twenty five per cent) of the Equity Requirement (excluding amounts to be contributed by way of Internal Accruals as per the Financing Plan) required for the Project has been infused by the Sponsor as Equity.

6.1.2 Material Project Documents:

The Borrower shall have executed all the Material Project Documents which should have been executed, as per the Project Progress Schedule, on or before the date of Initial Disbursement in relation to the Project. Such Material Project Documents shall be reviewed by LIE and LLC and the Borrower shall have carried out the necessary modification in the Material Project Documents as may be required by the Lenders.

6.1.3 The Borrower shall have obtained the Corporate Guarantee from the Guarantor and furnished to the Facility Agent.

6.1.4 The Sponsor shall have complied with all such obligations under the Sponsor Support Agreement as are required to be complied with prior to the date of Initial Disbursement.

6.1.5 The Borrower shall have executed the Technology Supply Agreement with GAMI for Jharsuguda Smelter. Such agreement shall have been reviewed by the LIE and LLC.

6.1.6 The Estimated Project Cost, along with the associated Financing Plan and Construction Budget shall have been reviewed by LIE, and the Borrower shall have addressed any concerns and/ or issues which may have arisen as a result of such review to the satisfaction of the Lenders. Such and the reviewed Estimated Project Cost shall form the basis of the Financing Plan.

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6.1.7 The Borrower shall have removed such Directors from its Board, whose names appear in any list of wilful defaulters circulated by RBI or get the names of such Directors deleted from such list or any other similar lists from time to time. In case a similar name of a Director of the Borrower exists in any list of wilful defaulters circulated by RBI, then a sworn affidavit from such Director or any other document as may be accepted by the Lenders shall be obtained by the Borrower, stating that the such Director, is not related in any way to the to the particular company whose director’s name is on the list of wilful defaulters.

6.1.8 Insurance Contracts

The Borrower shall have finalised the insurance package and shall have submitted the same to the LIA/ Lenders for review.

6.1.9 Legal Opinions

The Lenders shall have received legal opinions (in a form and manner satisfactory to the Facility Agent), each dated not earlier than 5 (five) Business Days prior to the date of Notice of Drawdown and Drawdown Certificate in relation to the Initial Disbursement from the following persons:

(A) an advocate of repute, entitled to practice in India, appointed by the Borrower and acceptable to the Facility Agent / in-house counsel of the Borrower, pertaining to the validity and enforceability of the Project Documents existing as on the date of such opinion against the Borrower;

(B) LLC pertaining to the validity and enforceability of the Security Documents, existing as on the date of such opinion, and pertaining to compliance of Conditions Precedent to Initial Disbursement based on the information supplied by the Borrower; and

(C) an advocate of repute, entitled to practice in England and Wales, appointed by the Obligors and acceptable to the Lenders who is entitled to practice in England and Wales, pertaining to the validity and enforceability of the Sponsor Support Agreement and the Corporate Guarantee;

The Borrower shall render all necessary assistance and co-operation to the aforesaid Persons to ensure that they are able to provide the said opinions in a form and manner satisfactory to the Facility Agent.

6.1.10 Due Diligence Reports

The LIE, LLC and the LIA shall have each conducted a detailed due diligence of the Project / Project Documents (including inter alia, review of all the Material Project Documents) prior to Date of CP Satisfaction and the Facility Agent shall have received the respective due diligence reports from the LIE, LLC and LIA, of the detailed due diligence undertaken by them.

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The Borrower shall have agreed that the Lenders reserve the right to require the Borrower to carry out such changes as are recommended by the LIE, LIA and/ or LLC, as applicable, to the satisfaction of the Lenders. The Borrower shall have also agreed to carry out the necessary modifications in the aforesaid contracts as may be required by the Lenders in consultation with the Borrower.

6.1.11 Project Schedule

(i) The Lenders shall have received the final copies of the Project Schedule, organization chart, the Construction Budget and Drawdown Schedule, as reviewed by the LIE and such documents shall be in accordance with the Banking Base Case.

(ii) The Facility Agent shall have approved the Construction Budget and the Project Schedule.

6.1.12 Clearances

The Borrower shall have obtained all requisite statutory, regulatory and other Clearances, as may be required and applicable, depending on the status of implementation/operation of the Project, up to the date on which Initial Disbursement is being sought for the Project and agreed to maintain and comply with all conditions of such Clearances at all times. The LIE and the LLC shall have reviewed the position of various Clearances required by the Borrower till the date of Initial Disbursement and the results of such review should be to the satisfaction of the Lenders.

6.1.13 Corporate Authorisations, Documents and Proceedings

The Facility Agent shall have received the following corporate documents, resolutions and other documents in each case certified by the appropriate officers of such Person to which such corporate document, resolution or other document pertains:

(A)	(i)	up-to-date certified true copy of the amended Memorandum and Articles of Association of the Borrower incorporating any change, in relation to the rights and privileges of the Secured Parties under the Financing Documents, by the Lenders, if required and
	(ii)	certificate of incorporation and commencement of business of the Borrower;
(B)	certified true copy of resolutions of the board of directors of the Borrower:
	(i)	approving the terms and execution of, and the transactions contemplated by the Transaction Documents;
	(ii)	authorizing, (a) the affixation of the common seal on the respective Transaction Documents, and/or (b) a director or directors or other authorized executives to execute the Transaction Documents;
	(iii)	authorizing a Person or Persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents; and

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(C) recent certified annual audited balance sheet, profit and loss account statements, un-audited accounts and the Statutory Auditor’s report of the Borrower;

(D) certified copy of the Borrower’s Board resolution and shareholders resolution under Section 293 (1) (a) and Section 293 (1) (d) of the Companies Act;

(E) a certificate of the Statutory Auditors of the Borrower confirming that the borrowing or the availing of Rupee Facility under this Agreement would not cause any borrowing limit binding on the Borrower to be exceeded;

(F) a certificate of the company secretary or director of (i) the Borrower confirming that the Borrower and its Directors have the necessary powers under the constitutional documents of the Borrower to borrow or avail the Rupee Facility and execute this Agreement and the Transaction Documents that the borrowing or availing of the Rupee Facility under this Agreement would not cause any borrowing limit binding on the Borrower to be exceeded; and (ii) each of the Obligors other than the Borrower certifying that such Obligor and its directors and their Authorized Officers have the necessary powers and authority under the constitutional documents to enter into the Sponsor Support Agreement and other Financing Documents and to execute the respective presents thereto;

(G) all necessary corporate resolutions or authorisations and/or appropriate officers’ and/or secretaries’ certificates from the Borrower as the Facility Agent may reasonably require for the purposes of evidencing the validity, effectiveness and enforceability of the Financing Documents against the Borrower;

(H) copies of form 8, the cash receipt certificate thereof, and such other evidence as the LLC recommends which is required to evidence the creation and registration of Security, which is required to be created prior to Initial Disbursement.

6.1.14 Statutory Auditors

(i) The Borrower shall have appointed the Statutory Auditors.

(ii) The Lenders shall have received a certificate, to their satisfaction, from the Statutory Auditors with respect to the audit of Project Costs incurred by the Borrower prior to the date of Initial Disbursement.

6.1.15 Borrowing Power

There shall not have occurred any event that would restrict directly or indirectly the Borrower’s borrowing power or authority or its ability to borrow under the Financing Documents due to any provision in its Memorandum and Articles of Association or any provision contained in any document by which the Borrower is bound, or any Applicable Law, and the Borrower shall have provided to the Facility Agent satisfactory evidence of the same along with a certificate to this effect from its Authorised Officer.

6.1.16 Fees, Expenses

(i) The Borrower shall have paid to the Lenders the Up-front Fee as is due and payable on such date and any other fees and charges payable in relation to the Rupee Facility in terms of the Financing Documents and all Interest Tax and other Taxes thereof.

(ii) The Borrower shall have paid to the LIE, LIA and LLC all the fees, charges and expenses as are due and payable on such date to each in relation to the performance of their respective obligations under the Transaction Documents or the arrangements of the Lenders/Borrowers with them.

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6.1.17 MoU for Balance Power

The Borrower shall have entered into a Memorandum of Understanding with Sterlite Energy Limited for procurement of balance power requirement from the 2,400 MW power plant of Sterlite Energy Limited for Jharsuguda Smelter.

6.2 Conditions Precedent to Each Disbursement

Any Disbursement (other than a Interim Disbursement) shall be subject to the prior fulfilment (or waiver in accordance with Clause 6.4), in a manner satisfactory to the Lenders (in case of Initial Disbursement) and in a manner satisfactory to the Facility Agent (in case of all other Disbursements) of all the conditions set forth below,:

6.2.1 Obligations

(i) The Borrower shall have provided a certificate signed by an Authorized Officer of the Borrower and expressed to be effective as of the date of the relevant Disbursement, stating that the no Potential Event of Default or Event of Default has occurred and is continuing and the Borrower is in compliance with all provisions of all Material Project Documents and Financing Documents

(ii) The Borrower shall have paid all fees, expenses and other charges then payable by it under the Financing Documents.

6.2.2 Disbursement Certifications

(i) The Borrower shall have delivered to the Facility Agent, duly completed and in substance satisfactory to the Facility Agent, a Notice of Drawdown and Drawdown Certificate itemising the use of the Disbursement proceeds.

(ii) In the case of Rupee Drawdowns, the Borrower shall have delivered to the Facility Agent a certificate from the LIE certifying (a) that the proceeds of any Rupee Drawdowns being made shall be required (i) in the period of 90 (ninety) days following the Disbursement Date for the purposes of the Project; and/or (ii) to pay for the expenditure incurred for the purposes of the Project on or prior to the Disbursement Date, in each case for which previously Rupee Drawdowns had not been made, and (b) that the Rupee Drawdown is in conformity with the requirements of the Drawdown Schedule and the Project Schedule, except as modified or approved by the Lenders, and Banking Base Case. It is hereby clarified that nothing in this Clause shall be deemed to preclude the Borrower from seeking Rupee Drawdowns more than once in a period of 90 (ninety) days.

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(iii) In the case of LC Issuance, the Borrower shall have delivered to the Facility Agent a certificate from the LIE certifying that the LC Issuance being made is required for the purposes of the Project in terms of duly executed Project Documents.

(iv) Each Notice of Drawdown and Drawdown Certificate shall be accompanied by a certificate from the Statutory Auditor (in case of Initial Disbursement) and Statutory Auditor/ any practising chartered accountant (in case of other Disbursements, including Interim Disbursement) regarding sources and uses of funds previously utilised for the Project including details of interest paid to the Sponsor on Quasi Equity (payment of such interest as may be permitted under this Agreement), provided that if the certificate is obtained from a practising chartered accountant, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months.

The amounts brought in by way of Quasi Equity to pay interest on Quasi Equity shall be excluded from the expenditure incurred on the Project for calculating the amount to be disbursed and only the balance amount shall be included for the purpose of calculating the amount to be disbursed.

(v) The Facility Agent shall have received a written confirmation from the Borrower that all conditions for Disbursement in Clauses 6.1, 6.2 and 6.3 hereof have been satisfied.

6.2.3 Debt Equity Ratio

The Facility Agent shall have received a certificate from an Authorized Officer of the Borrower that both before and after giving effect to such required Rupee Drawdown and taking into account the Equity then required to have been funded concurrently therewith, the Debt Equity Ratio of the Borrower is no greater than 60:40.

6.2.4 Events of Default, Legal Proceedings, Representations and Warranties

(i) The Borrower shall have provided a certificate issued by an Authorized Officer of the Borrower dated the same date as the Notice of Drawdown and Drawdown Certificate stating that all representations and warranties of the Borrower under the Financing Documents and to the knowledge of the Borrower, all representations of the Obligors under the relevant Financing Documents, are true and correct as of the date of such certification and will be true and correct on the Disbursement Date in all respects with the same force and effect as though such representations and warranties have been made on and as of such date.

(ii) The Borrower shall have provided to the Facility Agent, a certificate from an Authorized Officer of the Borrower stating that, to its knowledge, (a) there are no Legal Proceedings pending or threatened in India or any other jurisdiction affecting the obligations of the Borrower under the Financing Documents or any Material Project Documents which should have been executed prior to the Disbursement Date, which has, or could reasonably be expected to have a Material Adverse Effect,

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(b) there are no Legal Proceedings regarding the effectiveness or validity of any of the Clearances that have been obtained for the Project or any of the Financing Documents which has, or could reasonably be expected to have a Material Adverse Effect, and (c) there are no Events of Default or Potential Events of Default which are subsisting or as a result of making of the Disbursement are likely to arise.

(iii) The Borrower shall have provided to the Facility Agent, a certificate of an Authorized Officer of the Borrower stating that (a) to its knowledge and belief, there are no Legal Proceedings pending or threatened in India or any other jurisdiction which, if adversely determined, could be expected to have a Material Adverse Effect, including Legal Proceedings (1) against the Obligors and/or the Material Project Participants, (2) relating to the Project, or (3) regarding the effectiveness or validity of any of the Financing Documents or Material Project Documents which should have been executed prior to the Disbursement Date, and (b) the Project and the Borrower are in compliance in all material respects with all Applicable Laws.

(iv) The Borrower shall certify that no event has occurred with respect to the Project, or the Borrower which could have a Material Adverse Effect.

6.2.5 Security

(i) The Borrower shall have created, perfected and maintained the Security Interest in the Project, as envisaged under this Agreement and other Financing Documents, within such period as prescribed therefor in the Agreement and the corresponding Security Documents shall have been executed and be in force. Any further disbursement pending creation and/or perfection of security shall be at the sole discretion of the Lenders.

(ii) Each of the Security Documents then executed and the Security Interest over the assets created thereunder in favour of the Security Trustee for the benefit of the Lenders shall be in full force and effect. The creation and/or perfection of the Security Interest required to be obtained prior to the date of the particular Disbursement shall be subject to review by and to the satisfaction of the LLC.

(iii) All necessary Clearances for the creation and perfection of the Security to be created prior to the Disbursement Date including under Section 281 (1)(ii) of the Income Tax Act, 1961, shall have been obtained to the satisfaction of the Lenders, and all such Clearances shall be in full force and effect.

6.2.6 Permits and Consents

(i) The Borrower shall have confirmed that all Clearances and corporate approvals previously obtained remain in full force and effect and no event has occurred which would render void any of the above.

(ii) The Borrower shall have obtained and cause to be maintained in full force and effect all the Clearances, including the necessary approvals required to be obtained prior to the Disbursement Date, depending on the status of the implementation/operation of the Project and/or entered into a memorandum of understanding with the GOO, if required, in respect of each Project Module, forming a part of the Project, for which the Disbursement is being sought.

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6.2.7 Reports

The Borrower shall have provided the most recent construction progress report confirmed by the LIE (the “Construction Progress Report”) indicating:

(i) that construction of the Project is proceeding in accordance with the Project Schedule and Construction Budget delivered prior to the date of Initial Disbursement and as may be amended from time to time as provided in this Agreement, provided if it is not so proceeding, the Borrower shall have confirmed (and the LIE should have concurred) that the variance from the Project Schedule and Construction Budget shall not have an adverse effect on the ability of the Borrower to satisfy its obligations under the Transaction Documents or for the completion of the Project by the Scheduled COD;

(ii) that the sum of (A) the aggregate of all amounts available but undrawn/ undisbursed under this Agreement, (B) proceeds of insurance received or due and available to the Borrower for utilisation for the Project, (C) Loss Proceeds lying unutilised with the Borrower, (D) Contractual Damages and other amounts which have been received or due pursuant to the Transaction Documents; (E) any unfunded obligation pursuant to the provisions of the Sponsor Support Agreement, equals or exceeds the sum of the amount necessary to pay all remaining Project Cost which have been or are reasonably likely to be incurred in connection with the Project in order to achieve the Project COD, provided however that amounts in (B), (C) and (D) shall be counted only if the Lenders have approved that such amounts can be used for the purposes of the construction of the Project.

6.2.8 Sponsor Obligations

The Borrower shall have furnished confirmation from a practising chartered accountant or the Statutory Auditor to the satisfaction of the Facility Agent that the Sponsor has fulfilled all its obligations under the Sponsor Support Agreement then due including contributing any amounts towards Equity in the Borrower in terms of the Financing Plan or any other funds required to be contributed by the Sponsor in accordance with the Sponsor Support Agreement; provided that if the certificate is obtained from a practising chartered accountant, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months.

6.2.9 Absence of Unsatisfied CP Notice and Drawstop Notice

The Facility Agent shall not have received any instruction to issue or received an Unsatisfied CP Notice or Drawstop Notice with respect to such Disbursement, which has not been withdrawn or revoked.

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6.2.10 Transaction Documents

(i) The Borrower shall have certified that each of the Transaction Documents which should have been executed by the Disbursement Date have been executed by the respective parties thereto and have become effective and enforceable in accordance with their respective terms. If requested by the Facility Agent, the Borrower shall have provided copies thereof to the Lenders together with a certificate of the Borrower to the effect that each such Transaction Document is true, correct and complete in all respects, and in full force and effect.

(ii) The Borrower shall have provided a certificate confirming the fulfillment of the conditions precedent by each of the contracting parties to each of the Material Project Documents which should have been executed by such Disbursement Date; in the event the Borrower is aware of the conditions precedent in any of the aforesaid Material Project Documents having not been fulfilled, the Borrower shall inform the Lenders of the reasons for such non-fulfilment, and such reasons shall be to the satisfaction of the Lenders.

(iii) The Borrower shall have furnished duly executed copies of each of the Financing Documents as may be required by the Lenders to have been executed since the previous Disbursement and till the Disbursement Date of the requested Disbursement, in accordance with the terms of this Agreement, along with the necessary Board resolutions, shareholder resolutions or any other authorisations if required under Applicable Law.

6.2.11 Documentary Credit Application

If any Disbursement which has been requested is for seeking an LC Issuance, then the Borrower shall provide the Facility Agent with a Documentary Credit Application required by the relevant LC Lender or the Issuing Bank which is issuing the LC in a form and manner acceptable to such LC Lender or the Issuing Bank.

6.2.12 Sponsor’s Subdebt Contribution

The Borrower shall have provided evidence to the Lenders that the Sponsor has made available and funded the Borrower with monies as part of the Sponsor Subdebt, an amount which to the amounts being sought as Rupee Loans from the Lenders bears the same ratio which the Sponsors Subdebt bears to the Rupee Facility. Provided, however, that if at the time of Disbursement, the aggregate amount already funded as Sponsor Subdebt is not less than the amount required to be funded by way of Sponsor Subdebt at such time, then the requirements of this Clause 6.2.12 shall not apply.

6.3 Condition Precedent to Effectiveness:

The obligation of the Lenders to make available the Rupee Facility and provide Disbursement pursuant to this Agreement shall become effective upon the Borrower fulfilling in a manner satisfactory to the Lenders, unless any waiver is granted by the Lenders in terms of this Agreement, all of the following conditions; it being clarified that the obligations of the Borrower and the rights of each of the Lenders and the Facility Agent under this Agreement shall become effective on the execution of this Agreement:

6.3.1 Project Cost

(i) The Borrower shall have tied-up the entire debt requirement amounting upto Rs. 16,150 crores (Rupees Sixteen Thousand and One Hundred and Fifty crores only) or shall have procured and furnished to the Lenders an undertaking from the Sponsor to fund any part of the aforesaid debt requirement, which has not been tied up.

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(ii) The Borrower shall have agreed that the preliminary and preoperative expenses incurred by the Borrower prior to Date of CP Satisfaction, shall be allowed as part of the Project Cost only to the extent that the same are certified either by a practising chartered accountant or the Statutory Auditor and the LIE as relating to the Project and accepted by the Lenders, provided that if the certificate is obtained from any agency other than the Statutory Auditor, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months.

(iii) The Borrower shall have agreed that the expenditure on the Project is as per the Construction Budget. In the event: (i) the Project Cost is less than the Estimated Project Cost or is so determined upon review by the LIE, or (ii) in the event the Project Cost is less than the Estimated Project Cost on account of any savings on account of duties/other taxes, price negotiations or otherwise, then the aggregate amount of Debt and Equity for meeting such costs as per the Financing Plan shall be reduced proportionately. Any reduction in the Rupee Facility shall be applied proportionately across all Lenders.

6.3.2 DSRA

The Borrower shall have undertaken to open a Debt Service Reserve Account with the DSRA Bank within 20 (twenty) days from the date hereof to the satisfaction of the Facility Agent and on and from the date falling 6 (six) months after the Project COD maintain in such Debt Service Reserve Account a balance at least equal to the amount required to meet the payment of principal and Interest obligations of the Borrower for the ensuing 3 (three) months due to the Lenders, or alternatively undertaken to provide a letter of credit/ bank guarantee acceptable to Lenders, for an amount equivalent to meet the payment of principal and Interest obligations of the Borrower for the ensuing 3 (three) months due to the Lenders, in lieu of such deposit.

6.3.3 LIE, LLC, LIA and other agencies

(i) The Borrower shall have agreed for appointment of LIE, LLC and LIA and any other agencies (together, the “Consultants”) as may be required by the Lenders as per the scope of services to be provided by the Lenders, in consultation with the Borrower. The Borrower shall have also agreed to provide all information reasonably required by the Consultants and shall have undertaken to pay all fees, expenses and other charges payable to such Consultants.

(ii) The Borrower shall have undertaken to furnish to the Lenders or the Consultants, such information and data as may be required to facilitate monitoring of the physical and financial progress of the Project.

(iii) The Borrower shall have undertaken that suitable arrangements shall be made for the Project management/ operation and management of the Project prior to Scheduled Project Module Operation Date of the respective Project Module, which shall be reviewed by the LIE.

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6.3.4 The Borrower shall have agreed that the technical configuration of the Project / the Material Project Documents in respect of Lanjigarh Refinery and Jharsuguda Smelter, EPC Contracts, other important executed contracts and approvals received in relation to the Project shall be reviewed by the LIE and/ or LLC and/ or any other consultant as may be reasonably required by the Lenders, and the Borrower shall have undertaken to take all reasonable steps to resolve the issues raised by LIE and/ or LLC and/ or any other consultant, if any, in such reviews to the reasonable satisfaction of the Lenders.

6.3.5 Clearances

The Borrower shall have undertaken to obtain all statutory and non-statutory Clearances required during the implementation and the operation of the Project, which shall be reviewed by LIE.

6.3.6 Corporate Compliance

The Borrower shall have agreed to modify its Memorandum and Articles of Association, if required, for enhancement of the authorized share capital and borrowing power as per the Financing Plan and incorporate any other changes, if required by the Lenders.

6.3.7 Independent/ concurrent auditors/ consultants

The Borrower shall have agreed that the Lenders reserve the right to appoint any independent/ concurrent auditors/ consultants for the review of the Project, as they may deem fit, till the Final Settlement Date.

6.3.8 Undertaking from the Sponsor

The Borrower shall have procured and furnished to the Lenders an undertaking from the Sponsor to the effect that:

(a) The Sponsor and/or its Affiliates and/ or any other Person shall bring in the entire envisaged Equity Requirement for the Project as per the requirement of the Project and in line with the proposed Financing Plan and Drawdown Schedule.

(b) The Sponsor and/or its Affiliates shall bring in the Sponsor Subdebt, on terms acceptable to and in a manner and to the satisfaction to the Lenders.

(c) On and after the Financial Close, the Sponsor shall make available to the Borrower, such amounts of the Sponsor Subdebt, which to the amounts sought as Disbursement at that time, whether by way of LC Issuance, or by way of Rupee Drawdown, bears the same ratio which the Sponsors Subdebt bears to the Rupee Facility. Provided however that if at the time of any Disbursement, the amount already funded as Sponsor Subdebt is not less than the amount required to be funded by way of Sponsor Subdebt at such time, then no further amount shall be required to be funded as Sponsor Subdebt prior to such Disbursement;

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(d) The Project Cost shall not exceed Rs. 28,300 crores (Rupees Twenty Eight Thousand Three Hundred crores only) and in case of any Project Cost Overrun, the same shall be met by the Sponsor and/or its Affiliates by way of the Cost Overrun Support, without recourse to the Project assets, in a manner and to the satisfaction of the Lenders.

(e) The Sponsor, either by itself and/or through its Affiliates, shall at all times hold at least 51% (fifty one per cent) of the Shares and management control of the Borrower during the tenure of the Facility.

(f) The Sponsor shall not have any right to initiate any legal action against the Borrower for recovery/ redemption of Quasi Equity/ Sponsor Subdebt or any dues in respect thereof from the Borrower.

6.3.9 Right to stipulate additional condition

The Borrower shall have agreed that the Lenders have the right to stipulate any other condition, as deemed necessary before the Date of CP Satisfaction.

6.3.10 Refinery Expansion Project

The Borrower shall have undertaken not to commence construction activities or to incur additional expenditure for setting up the Refinery Expansion Project, other than for common facilities that are also required for the Project, as determined by the LIE, till appropriate approvals are received from the Ministry of Environment and Forests and State Pollution Control Board, Orissa. The Borrower shall have also undertaken to not use the proceeds of Disbursements under this Agreement to repay the money brought in by the Sponsor which has been utilised towards the Refinery Expansion Project other than for common facilities that are also required for the Project. Such expenses shall not be included as part of the Equity for determining promoters contribution for the Project.

6.4 No Waiver

6.4.1 No course of dealing or waiver by any Lender or the Facility Agent in connection with any condition of effectiveness of this Agreement or any other Financing Document or any condition of Disbursement under this Agreement or any other Financing Document shall impair any right, power or remedy of any such Lender or the Facility Agent with respect to any other condition of Disbursement, or be construed to be a waiver thereof, nor shall the action of any Lender, or the Facility Agent in respect of any Disbursement affect or impair any right, power or remedy of any Lender or the Facility Agent in respect of any other Disbursement.

6.4.2 Unless otherwise notified to the Borrower by a Lender and without prejudice to the generality of Clause 6.4.1 above, the right of any Lender to require compliance-with any condition under the Agreement or the relevant Financing Documents which may be waived by such Lender in respect of any Disbursement is expressly preserved for the purpose of any subsequent Disbursement.

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6.4.3 Any request by the Borrower for a waiver of a condition in Clauses 6.1, 6.2 and 6.3 hereof shall be in writing and delivered to the Facility Agent and shall contain details of the conditions whose fulfilment is sought to be waived, the reasons for non-fulfilment and the impact of such non-fulfilment on the Project and/or the rights of the Lenders. Within 10 (ten) Business Days of receipt, the Facility Agent shall inform each of the Lenders of the receipt of a request for waiver of a condition in Clauses 6.1, 6.2 and/or 6.3 hereof along with a copy of such request made by the Borrower. Each of the Lenders shall upon receipt of such intimation and in any case within 15 (fifteen) Business Days of the date of such intimation from the Facility Agent give the Facility Agent their views in relation to such request made by the Borrower. The Facility Agent shall in accordance with the terms of the Financing Documents communicate the decision of the Lenders to the Borrower.

6.5 Delivery of Certificates

All the certificates, legal opinions, communications, notices and other documents and papers referred to in Clauses 6.1, 6.2 and 6.3 hereof to be delivered thereunder, unless otherwise specified, shall be delivered to the Facility Agent and in sufficient counterparts and unless otherwise specified, shall be in form and substance satisfactory to the Facility Agent. Notwithstanding the foregoing, all of the certificates, legal opinions, communications, notices and other documents and papers referred to in Clauses 6.1, 6.2 and 6.3 hereof shall be addressed to each Lender and the Facility Agent.

6.6 English Translations

If any Transaction Document, Clearance, notice, certificate, instrument, communication or other document required to be delivered by the Borrower to any Person pursuant to this Clause 6 is not originally executed, delivered or given in English (regardless of whether such requirement arises before or after the Date of CP Satisfaction being achieved to the satisfaction of the Lenders),

the Borrower, shall concurrently with the delivery of such Transaction Document, Clearance, notice, certificate, instrument or other document, additionally and at its own expense, provide to such Person (i) in the case of any Transaction Document, any communication from any Government Authority and any Clearance, certified, official English translation prepared by (a) a translator identified as an approved translator for the high court of any State in India or (b) another translator reasonably acceptable to the Facility Agent and (ii) in the case of any other document, an English translation thereof certified by an Authorized Officer of the Borrower to be complete and accurate in all material respects.

7. REPRESENTATIONS AND WARRANTIES

In order to induce each Lender and the Facility Agent to enter into this Agreement and the other Financing Documents and to make Disbursement in terms thereof, the Borrower makes the following representations and warranties as of the date hereof, and as of the Interim Disbursement Date, Initial Disbursement Date, each subsequent Disbursement Date and as of the date of issuance of each Notice of Drawdown and Drawdown Certificate. Such representations and warranties shall survive the execution of this Agreement.

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7.1 Corporate Organisation and Authorisations

7.1.1 The Borrower (a) is a duly organised and validly existing company under the laws of India and (b) has the power and authority to (1) execute and deliver the Transaction Documents to which it is a party, (2) acquire / possess its property and assets, (3) perform its obligations under the Transaction Documents to which it is a party, (4) undertake the Project, (5) do all things necessary or appropriate in respect of the Project and (6) consummate the transactions contemplated by the Agreement and the other Transaction Documents to which it is a Party.

7.1.2 All acts, conditions and things required to be done, fulfilled or performed, and all Clearances which are necessary as of the date on which the representation is being made or repeated, for the purpose of the Project or for the entry and delivery of the Transaction Documents or for the performance of the Borrower’s obligations in terms of and under the Transaction Documents (1) have been done, fulfilled, obtained, effected and performed and (2) are in full force and effect, and no such authorisation has been, or is threatened to be, revoked or cancelled.

7.2 No Contravention

Neither the execution and delivery by the Borrower of the Agreement and the other Transaction Documents to which it is a party, nor the Borrower’s compliance with or performance of the terms and provisions hereof or thereof, nor the use of the proceeds under each of the Disbursements under this Agreement as contemplated by the Financing Documents:

(i) will contravene any provision of any Applicable Law or any order, writ, injunction or decree of any court or Government Authority binding on the Borrower;

(ii) will conflict, or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a potential event of default or event of default (howsoever such terms are defined or described) under any indenture, mortgage, credit/loan agreement, or any other agreement, contract or instrument to which the Borrower is a party or by which it or any of its property or assets is bound or to which it may be subject (except where time has been provided to the Borrower under this Agreement for obtaining no-objection certificates by the Borrower) or result in the creation or imposition of (or the obligation to create or impose) any Security Interest upon any of the property or assets of the Borrower in contravention of the terms of any indenture, mortgage, credit/loan agreement, or any other agreement, contract or instrument to which the Borrower is a party or by which it or any of its property or assets is bound or to which it may be subject; or

(iii) will violate any provision of the Memorandum and Articles of Association of the Borrower.

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7.3 Filings and Payments

7.3.1 All registrations, recordings, filings and notarisations of any Material Project Documents and the Financing Documents and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Obligors to ensure the legality, validity, enforceability or admissibility in evidence of the Material Project Documents and the Financing Documents have been made.

7.3.2 The Borrower has filed all tax returns and paid all Taxes and fees, including in relation to stamp duties and registration fees, due and payable on any Material Project Document or the Financing Documents, except for Taxes Contested in Good Faith.

7.4 Events of Default, Legal Proceedings, Material Adverse Effect, Compliance with Applicable Laws

7.4.1 No amendment or modification of any Material Project Document has occurred without the prior written consent of the Lenders and/or the Facility Agent, which would cause a Material Adverse Effect.

7.4.2 To the Borrower’s knowledge and belief there are no Legal Proceedings pending or threatened in India or any other jurisdiction (1) against the Obligors and/or the Material Project Participants, which if adversely determined could be expected to have a Material Adverse Effect; (2) relating to the Project or (3) regarding the effectiveness or validity or performance of any of the Financing Documents, Material Project Documents and/or any of the Clearances that have been obtained for the Project or any of the Financing Documents, which as per the terms hereof should have been executed or obtained prior to the date on which this representation is being made or repeated.

7.4.3 No Event of Default or Potential Event of Default has occurred and is subsisting.

7.4.4 No Material Project Participant has filed or has been made a party or sought to be made a party to any proceedings for its winding up or bankruptcy.

7.4.5 The Borrower is in compliance in all respects with all Applicable Laws and Clearances which as of the date of the representations being made or repeated are necessary for the development, construction, ownership and operation of the Project.

7.4.6 The Project is being implemented, developed and constructed in compliance with all Applicable Laws.

7.4.7 Neither the Project Sites nor the Project (nor any other property with respect to which the Borrower has retained or assumed liability either contractually or by operation of law) has been affected by any hazardous material in a manner which does or is reasonably likely to give rise to any such liability of the Borrower under any Applicable Law which may be expected to cause a Material Adverse Effect, nor is there disposal of any hazardous material by the Borrower outside the Project Sites.

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7.4.8 This Agreement and each of such Transaction Documents executed and delivered as of the date this representation is made or deemed made are each in proper legal form under (a) Applicable Law and (b) for the enforcement thereof in such jurisdiction without any further action on the part of the Facility Agent or any Secured Party.

7.5 Consents

No Clearance or validation of, or filing, recording or registration with, or exemption or waiver by, any Government Authority, is required to authorise, or is required in connection with, (i) the execution, delivery and performance of this Agreement, the other Financing Documents (save and except registrations with the registrar of companies and/or sub-registrar of assurances in relation to the Security) and the other Material Project Documents, (ii) the legality, validity, binding effect or enforceability hereof or thereof, or (iii) the ownership, construction or operation of the Project as contemplated by the Material Project Documents and the Financing Documents (save and except necessary approvals or Clearances that are required to be obtained at a later time prescribed in this Agreement). No notice has been received and the Borrower is not aware of any reason to believe that any authorisation/Clearance which is necessary or required to be obtained in relation to the Project will not be granted or obtained.

7.6 Good Title; Project Site

7.6.1 The Borrower owns/possesses or will own/possess as per the Project Schedule the property, assets and revenues on which it has granted or purports to grant Security Interest(s) (at the time prescribed in this Agreement), pursuant to the Security Documents, in each case free and clear of any encumbrance and further confirms that the Security Interest(s) created or expressed to be created by the Security Documents when executed is valid and enforceable in accordance with the terms of the Financing Documents.

7.6.2 The Borrower is lawfully possessed, on the date of creation of Security and at all times thereafter, of the use and other interests or rights with respect to such portion of the Project Sites over which it purports to grant Security Interest, free of all Security Interests (other than as permitted under this Agreement) and the Project Sites are suitable for the location, construction and operation of the Project.

7.6.3 There are no encumbrances subsisting or in existence on any of the Borrower’s assets secured / to be secured in favour of the Security Trustee pursuant to the terms of this Agreement, other than as permitted under this Agreement.

7.7 Subsidiaries

7.7.1 The Borrower does not have any subsidiaries (except Allied Port Services Private Limited, as on the date of this Agreement) and does not own any equity interest in any other Person, save and except as may be otherwise intimated to the Facility Agent, from time to time.

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7.7.2 The Borrower has not undertaken, expressly or by implication and whether through insurance or execution of insurances, indemnities, support letters, letter of comfort or otherwise, or by subscribing to any partly paid security, or by executing any equity or capital infusion undertaking or by executing any loan agreement/letter, any obligation to provide any funds to or on behalf of any Person in contravention of the terms of this Agreement, except and solely in the ordinary course of business and for the purposes of the Project.

7.8 Project Cost

The Project has not suffered any escalation in cost or shortfall in any resources which may require funding as Cost Overrun Support under the Sponsor Support Agreement, except to the extent such escalation or shortfall has already been funded.

7.9 Security

7.9.1 All Security Documents when executed, delivered and registered (where necessary or required) and when appropriate forms are filed as required under Applicable Law, shall create, perfect and maintain the Security expressed to be created thereby over the assets referred therein and such assets are not subject to any prior Security Interests (other than as disclosed to the Lenders in writing).

7.9.2 The Borrower confirms that the claims of each of the Secured Parties under the Financing Documents shall rank in the order of priority as has been stipulated in the Financing Documents.

7.9.3 The obligations of the Borrower under the Financing Documents and the Security Documents constitute direct and unconditional obligations of the Borrower and rank not less than pari passu as to priority of payment to all other indebtedness of the Borrower other than any priority established under Applicable Law or in relation to any existing charge over the Excluded Assets. The Borrower has not created any Security Interest upon any of its present or future revenues or other assets in contravention of the terms of this Agreement.

7.9.4 The provisions of the Security Documents are effective to create, in favour of the Security Trustee for the benefit of the Lenders, within such period as prescribed under such Security Documents, legal, valid and enforceable Security Interest on all of the property, assets and revenues of the Borrower on which the Borrower purports to grant Security Interest pursuant thereto, upon the execution of the indenture of mortgage, and within such period as prescribed hereunder, all necessary and appropriate recordings, registrations and filings have been made in all appropriate public offices, and all other necessary or required and appropriate action has been taken in accordance with the requirements of the Financing Documents, so that each such Security Document creates, perfects and maintains, within such time periods as prescribed hereunder and/or any Security Document, an effective Security Interest on all right, title, estate and interest of the Borrower in the property, assets and revenues of the Borrower covered thereby and all necessary and appropriate Clearances required for to the creation, effectiveness, and enforcement of such Security Interests have been obtained.

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7.10 Insurance

All the Insurance Contracts, as required as per prudent industry practice and/or the requirements of the LIA or as per the requirements of any Transaction Documents, have been put in place at the times and in the manner required and are in full force and effect, and the Borrower has complied with all its obligations under the Insurance Contracts and no event or circumstances has occurred nor has there been any omission to disclose a fact which in any such case would entitle any insurer to avoid or otherwise reduce its liability thereunder to less than the amount provided in the relevant policy and insurance coverage provided by such insurance.

7.11 Intellectual Property

The Borrower has lawful and valid right to use free and clear of any Security Interest, all patents, patent applications, trademarks, permits, service marks, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises and formulas, or rights with respect thereto necessary for implementation of the Project (collectively the “Intellectual Property Rights”). The Borrower confirms that all actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken.

Further, except to the extent disclosed to the Facility Agent in writing by the Borrower, none of the Intellectual Property Rights owned or enjoyed by the Borrower, or which the Borrower is licensed to use, which are material in the context of the Borrower’s business and operations are being infringed nor, so far as the Borrower is aware, such material Intellectual Property Rights that are licensed or provided to the Borrower by any Person do not infringe the Intellectual Property Rights of any other Person.

7.12 Project Schedule

The Project Schedule fairly and comprehensively provides details and the schedule for undertaking the Project to ensure achievement of Commercial Operation Date of each Project Module by the Scheduled Project Module Operation Date and specifies the work that the Construction Contractors are required to complete till attainment of Project COD. The Project Schedule also specifies a calendar/schedule for execution of Material Project Documents and Clearances and such calendar/schedule has been prepared to ensure that the Project COD is achieved by the Scheduled COD.

7.13 No Immunity

7.13.1 The execution or entering into by the Borrower of the Financing Documents constitutes, and the exercise of the rights and performance of the obligations by the Borrower under the Financing Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

7.13.2 The Borrower shall not be entitled to, and will not claim immunity for itself or any of its properties, assets, revenues or rights to receive income from any contract, suit, or from the jurisdiction of any court, from execution of a judgement suit, execution, attachment or other legal process in any proceedings in relation to the Financing Documents.

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7.14 All Representations and Warranties, Disclosures

7.14.1 All representations and warranties of each of the Obligors under the Financing Documents (to the extent they are deemed to be repeated on such date), are true and correct in all respects with the same force and effect as though such representations and warranties have been made on and as of such date.

7.14.2 The financial statements of the Borrower delivered to the Facility Agent and/or the Lenders are accurate in all respects as of the date of such statements.

7.14.3 All information in relation to a matter as of the date the same is provided together with all other information already provided, whether in writing, electronic form or documents furnished to any of the Secured Parties and any representatives of the Secured Parties or the Facility Agent in connection with the transaction contemplated by the Financing Documents, by or on behalf of the Borrower is true, correct and complete in all material respects on the date hereof and is not false or misleading in any respect nor incomplete by omitting to state any fact necessary to make such information not misleading at such time in light of the circumstances under such information is provided.

7.15 Capitalisation

7.15.1 A minimum of 51% (fifty one percent) of the Shares is held by the Sponsor, either by itself or through its Affiliates.

7.15.2 Except as expressly contemplated by the Financing Documents and other than as disclosed to the Lenders in writing, the Borrower does not have outstanding (i) any securities convertible into or exchangeable for its Shares and (ii) other than as set forth in the Sponsor Support Agreement, any right to subscribe for or to purchase, or any options for the purchase of, or any agreements, arrangements or understandings providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its Shares.

7.15.3 No preference shares have been issued by the Borrower other than such that may have been issued to the Sponsor in accordance with the Financing Documents.

7.16 Transaction Documents

7.16.1 The Borrower has executed or initiated necessary steps, to the satisfaction of the Lenders for the award of the contracts and/or orders for the development and implementation of the Project in compliance with the Project Schedule and in order to ensure that the Project COD is achieved by the Scheduled COD. Each of such contracts and/or orders constitutes or, when executed and delivered, will constitute, legal, valid and binding obligation and in accordance with their terms against each of the persons who are parties to such contracts and/or orders.

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7.16.2 The Facility Agent has received a true, complete and correct copy of each of the Material Project Documents, and any other contracts and/or orders as may have been requested by the Lenders, for the development and implementation of the Project in effect or required to be in effect as of the date this representation is made or deemed made (including all exhibits, schedules, letter agreements and disclosure letters referred to therein or delivered pursuant thereto, if any).

7.16.3 The services to be performed, the materials to be supplied and the easements, licenses and other rights granted or to be granted to the Borrower pursuant to the terms of the Project Documents and other contracts and/or orders for the development and implementation of the Project, provide or will provide the Borrower with all rights and property interests required to enable the Borrower to obtain all services, materials or rights (including access) required for the design, construction, start-up, operation and maintenance of the Project, including the Borrower’s full and prompt performance of its obligations, and full and timely satisfaction of all conditions precedent to the performance by others of their obligations, under such contracts and/or orders, other than those services, materials or rights that reasonably can be expected to be obtained in the ordinary course of business without material additional expenses or material delay.

7.16.4 The Borrower covenants that there are no agreements or instruments which have the effect of amending or modifying the Material Project Documents, other than those disclosed to Lenders.

7.17 Other Business

The Borrower is not engaged in any business or trade (other than the Project and/or sale of alumina, aluminium and/or aluminium related side products and/or power and/or logistics and/or transportation service) nor has incurred any liabilities other than in connection with its participation in the transactions contemplated by the Transaction Documents or in relation to any Permitted Indebtedness.

7.18 Defaulter List; ECGC Caution List

The names of the Borrower and/or its Directors do not figure in any list of wilful defaulters circulated by RBI or the caution list of the Export Credit Guarantee Corporation (ECGC).

7.19 Fees

7.19.1 Except for fees and Taxes that have been paid in full or will have been paid in full on or by the date when such fees and Taxes are due, no fees or Taxes are required to be paid for the legality, validity or enforceability of the Transaction Documents.

7.19.2 Other than as contemplated in the Banking Base Case and the Construction Budget or as approved by the Facility Agent, the Borrower has not paid nor become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of arranging the financing of the transactions contemplated by the Transaction Documents.

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7.20 Budgets and other Items

7.20.1 The Construction Budget, as confirmed by the LIE, accurately specifies all costs and expenses previously incurred and the Borrower’s reasonable estimate of all costs and expenses anticipated to be incurred in order to achieve Project COD by the Scheduled COD of the Project in conformity with the timelines set out in the Project Schedule.

7.20.2 All projections and budgets, including the projections of revenues and expenses contained in the Construction Budget, the Banking Base Case and the Project Schedule furnished or to be furnished to the Lenders and/or the Facility Agent by the Borrower and the summaries of significant assumptions related thereto (a) have been and will be prepared with due care,

(b) present and will present, in all respects, the Borrower’s expectations as to the matters covered thereby as of such date, (c) are based on, and will be based on, all factual and legal matters in respect of the estimates therein (including dispatch levels, interest rates and costs), (d) are, and will be, in all respects consistent with the provisions of the Material Project Documents and the Financing Documents and (e) are prepared on a basis consistent with the financial statements referred to in this Agreement.

7.21 Transactions with Affiliates

The Borrower is not a party to any contracts or agreements with, nor has any other commitments to, any of its Affiliates, except for the contracts and agreements and commitments to its Affiliates, the transaction contemplated whereby, or terms and conditions of which, are at least as favorable to the Borrower as would be obtainable by the Borrower in a comparable arms-length transaction with a Person other than an Affiliate. The Borrower has provided true and correct copies of each such contract, agreement and commitment to the Facility Agent and the Lenders, if requested by the Facility Agent and/or the Lenders. A list of all significant related party contracts of the Borrower is provided in Schedule XIII.

7.22 Investments

Other than Permitted Investments, the Borrower has not, out of the monies accumulated in the DSRA, (i) acquired an equity interest in, loaned money, extended credit or made deposits with or advances (other than deposits or advances in relation to the payment for goods and equipment the making of which is expressly contemplated pursuant to the Project Documents or made in the ordinary course of business and, in each case, disclosed to the Lenders in writing) to any Person (ii) or purchased or acquired any stock, obligations or securities of, or any other interest in, or made any capital contribution to, or acquired all or substantially all of the assets of, any other Person, or (iii) purchased or otherwise acquired (in one or a series of related transactions) any part of the property or assets of any Person, (iv) or taken any assets on lease (other than purchases or other acquisitions of inventory of materials or capital expenditures, each in accordance with the Construction Budget, and Banking Base Case, as the case may be, save and except in each case Allied Port Services Private Limited.

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7.23 Accounts

The most recent audited accounts of the Borrower delivered to the Facility Agent and/or Lenders:

(i) have been prepared in accordance with Indian GAAP and/or any other accounting standard adopted as per Applicable Law under intimation to the Facility Agent;

(ii) have been duly audited by the Auditors; and

(iii) represent a true, fair and accurate view of its financial condition as at the date to which they were drawn up,

and there has been no Material Adverse Effect since the date on which those accounts were drawn up.

7.24 Jurisdiction

The Borrower’s irrevocable submission to the jurisdiction of courts as specified in Clause 18.16 hereof and choice of law under this Agreement is legal, valid and binding on the Borrower under Indian law.

7.25 No Conflict

None of the Directors is a director of any of the Lenders.

7.26 Environmental Compliances

The construction, operation and maintenance of the Project including all Project Modules are in compliance with all environmental legislations and requirements prescribed by any Government Authority and the Borrower does not reasonably foresee any environmental hazards to be created on account of the Project.

7.27 Rehabilitation and Resettlement

The Borrower has formulated and implemented a plan for the rehabilitation and resettlement of the persons affected/displaced by the Project, in and around each of the Project Sites and the Project is in compliance with all laws in relation to rehabilitation and resettlement of affected persons.

7.28 Long Term Contracts

(i) The Borrower or any Material Project Participant have not entered into/ executed any agreements or instruments, which have the effect of amending or modifying the Material Project Documents in any material fashion, and

(ii) The Borrower has not entered into any long-term contracts that may have a Material Adverse Effect.

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8. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, on or from the date of this Agreement and until the Final Settlement Date, unless otherwise agreed by the Facility Agent, the Borrower shall comply with the following conditions:

8.1 Project Cost and Financing Arrangements

8.1.1 25% (twenty five per cent) of the total Equity Requirement (other than envisaged Internal Accruals of an amount of Rs. 767,00,00,000 (Rupees Seven Hundred and Sixty Seven Crores only) for the Project shall be brought in by the Sponsor on or prior to the first Disbursement (not being an Interim Disbursement), and the balance 75% (seventy five per cent) would be brought in by the Sponsor as per the requirements of the Project pro-rata with Disbursements from the Rupee Facility.

8.1.2 The expenditure on the Project shall be as per the Construction Budget and (i) in the event the Project Cost is less than the Estimated Project Cost or is so determined upon review by the LIE or (ii) in the event of reduction in Estimated Project Cost on account of any savings on account of duties/other taxes, price negotiations or otherwise, then the aggregate amount of the Debt and Equity required for meeting such costs as per the Financing Plan shall be reduced proportionately. Any reduction in the Rupee Facility shall be applied proportionately across all Lenders.

8.1.3 All preliminary and preoperative expenses incurred by the Borrower prior to Date of CP Satisfaction, shall be allowed as part of the Project Cost only to the extent that the same are certified either by the LIE/ Statutory Auditor/ practising chartered accountant/ other agency as relating to the Project and accepted by the Lenders. Provided that if the certificate is obtained from any agency other than the Statutory Auditor, the Borrower shall furnish a certificate of confirmation from the Statutory Auditor within a period of 6 (six) months.

8.2 Project/Implementation and Use of Proceeds

8.2.1 Project Implementation

(a) The Borrower shall:

(i) fund and maintain the Debt Service Reserve Account in the manner contemplated under this Agreement;

(ii) carry out the Project and conduct its business as per all Applicable Laws, prudent industry standards and practices and with due diligence and efficiency and in accordance with generally acceptable construction, engineering, financial and business practices with sound administrative, financial, economic, engineering, environmental, social safeguards and practices, including maintenance of adequate accounts and records;

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(iii) cause the construction of the Project to be executed and completed with due diligence and continuity (except for interruptions due to events of Force Majeure which the Borrower shall use all efforts to mitigate), in accordance with generally accepted construction and engineering practices; and

(iv) achieve Project COD by the Scheduled COD of the Project;

(v) commence commercial operations of each Project Module on the respective Commercial Operation Date.

(b) Without limiting the generality of Clause 8.2.1 (a) hereinabove, the Borrower shall comply with all its obligations and cause the construction of the Project to be executed and completed in accordance with: (i) all Clearances, (ii) the Construction Budget (iii) the Project Schedule; (iv) the provisions of Clause 8.5 and (v) all Applicable Laws.

(c) In relation to the debt availed for each Project Module, only the Interest up to Commercial Operation Date of such Project Module will be capitalized and paid out of the sources of funding of the Project. Thereafter, Interest for such debt would be required to be paid out of Project cash flows.

8.2.2 Debt Service Reserve Account

(a) The Borrower shall, within 20 (twenty) days from the date of this Agreement, open the debt service reserve account (“Debt Service Reserve Account” or “DSRA”) with the DSRA Bank on terms which are satisfactory to the Facility Agent.

(b) On and from the date falling 6 (six) months after the Project COD, the Borrower shall in the DSRA, at all times, from the Project cashflows available with the Borrower, maintain a balance at least equal to the amount required to meet the Debt Service obligations of the Borrower, including payment of principal and Interest, with respect to the Lenders in respect of the Rupee Facilities for the next 3 (three) months (“DSR Required Balance”).

Provided, however, that the Borrower shall, in lieu of maintaining the DSR Required Balance, be entitled to furnish letter(s) of credit/ bank guarantee(s) from such Person as acceptable to the Lenders, without recourse to the Borrower and Project assets (“DSR Guarantee”), having terms as acceptable to the Lenders, for an amount equivalent to the entire DSR Required Balance as required to be maintained in the DSRA at the time of furnishing the DSR Guarantee. It is clarified that the Borrower shall either fund the entire amount of the DSR Required Balance by way of cash or shall furnish the DSR Guarantee for an amount equivalent to the entire DSR Required Balance.

(c) The Borrower shall procure that the DSRA Bank shall:

(i) immediately upon creation of the DSRA, inform the Facility Agent of the same.

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(ii) issue a letter to the Security Trustee and the Facility Agent immediately upon creation of the DSRA, undertaking, confirming and declaring inter alia (A) that the DSRA is being held in trust by the DSRA Bank for the benefit of the Secured Parties, (B) that the DSRA Bank notes that the Borrower shall be creating charge over the DSRA and the monies lying to the credit of it, in favour of the Security Trustee for the benefit of the Lenders, (C) that the DSRA Bank shall not to claim or exercise any right of set off, banker’s lien or other right or remedy with respect to amounts standing to the credit of the DSRA, (D) that upon receipt of any notice of attachment of the DSRA, the DSRA Bank shall immediately inform the Security Trustee of the same, (E) that the Facility Agent/ Security Trustee is entitled to inspect its records in relation to transactions in the DSRA from time to time, and (F) that upon receipt of any notice of occurrence of any Event of Default or Potential Event of Default, as provided by the Secured Parties, the DSRA Bank shall not permit the Borrower to operate the DSRA and further it recognises that the Security Trustee shall be entitled to give instructions to the DSRA Bank in relation to operation of the DSRA thereafter.

(iii) provide to the Facility Agent, on a monthly basis, a detailed account statement specifying the amount accumulated in the DSRA and details of all withdrawals, if any, made from the DSRA during the previous month.

(d) The Borrower expressly affirms and agrees that:

(i) the amounts accumulated in the DSRA shall not be used for any purpose other than for meeting the Debt Service;

(ii) the amount accumulated in the DSRA shall be utilized only in case of a shortfall in cash flows of the Borrower for meeting Debt Service from time to time in relation to the Rupee Facility;

(iii) in the event any amounts are utilized in the manner provided in Clause 8.2.2(d)(ii) above, the Borrower shall replace such amount in the DSRA forthwith, from the available cash flows of the Borrower;

(iv) the Borrower shall invest the funds accumulated in the DSRA only in the Permitted Investments and

(v) the Borrower shall not make any Restricted Payments unless the DSR Required Balance is fully funded at the time of making such Restricted Payment.

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(e) From and after the opening of the DSRA, the Borrower shall, at least 15 (fifteen) days prior to each Due Date, determine whether the there are sufficient funds with the Borrower to meet its Debt Service obligations payable on such Due Date. In the event that the Borrower determines that there is any shortfall of funds with the Borrower to meet the Debt Service obligations on a Due Date, the Borrower shall within 2 (two) days of such determination, request the Guarantor to deposit in the DSRA, such amounts as are necessary to meet the shortfall. The Guarantor shall, no later than 2 (two) days prior to the relevant Due Date, deposit such funds in the DSRA as per the request of the Borrower. Provided that failure by the Guarantor to deposit such funds in accordance with the provisions of this Clause 8.2.2 (e) shall not entitle the Lenders to declare an Event of Default.

The aforesaid obligation of requiring the Guarantor to fund the DSRA is without prejudice to the obligation of the Borrower to fund the DSRA with the DSR Required Balance as per the terms of this Agreement.

8.3 Information Covenants

8.3.1 The Borrower shall furnish to the Facility Agent copies of ail the notices and documents that are required to be given pursuant to this Clause 8.3.

8.3.2 The Borrower shall furnish to the Facility Agent, at the end of each month following the month in which any Disbursement is made, a statement duly certified by the Statutory Auditor/ practising chartered accountant, certifying the manner in which the said monies have been utilised.

8.3.3 The Borrower shall furnish to the Lenders and the Consultants such information and data as may be required by them to monitor the physical and financial progress of the Project and expenditure on the Project and verify that the same are as per the Project Schedule.

8.3.4 Without prejudice to the generality of the above, the Borrower undertakes to provide copies of any Banking Base Case, Construction Budget, forecasts, estimates or projections in relation to the Borrower, and its business, assets, financial condition or ownership and the Project which the Borrower may prepare from time to time, and such other information, documents or reports (financial or otherwise) as the Facility Agent or the Lenders may reasonably require from time to time.

8.3.5 Promptly, and in all cases within 5 (five) Business Days of the Borrower obtaining knowledge thereof or upon apprehending the same, the Borrower shall provide notice to the Facility Agent of the following:

(a) any event which constitutes a Potential Event of Default or Event of Default, specifying the nature of such Potential Event of Default or Event of Default and any steps the Borrower is taking and proposes to take to remedy the same;

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(b) any event, circumstance or condition that may delay the Project COD or could reasonably be expected to have a Material Adverse Effect, including any material work stoppages or design changes under the Project Documents, scarcity or unavailability of any material or equipment, occurrence of Force Majeure under any of the Project Documents, any breach of any Applicable Law, including breach of any environmental laws, together with copies of all notices, calculations, data and other correspondence undertaken by the Borrower in respect of any such event, circumstance or condition. The Borrower shall within 30 (thirty) days of the Borrower obtaining knowledge provide the Lenders with explanations and remedial steps proposed to be taken to remove the effect of the event, circumstance or condition which has caused the Material Adverse Effect;

(c) any Legal Proceeding, whether pending or threatened: (i) in India or any other jurisdiction affecting the obligations of the Borrower under the Financing Documents or any Material Project Documents which should have been executed prior to such time, (ii) regarding the effectiveness or validity of any of the Clearances that have been obtained for the Project or any of the Financing Documents, (iii) in India or any other jurisdiction against the Sponsor and/or any Material Project Participants or relating to the Project which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(d) any dispute between the Borrower and any other Person, including any Material Project Participant or any Government Authority, in each case which could reasonably be expected to have a Material Adverse Effect.

(e) any change made in its Authorised Officers, giving specimen signatures of any new officer so appointed with a certificate issued by the company secretary and, if requested by the Facility Agent, satisfactory evidence of the authority of such new Authorised Officer;

(f) any actual or proposed termination, rescission, discharge (otherwise than by performance), amendment or waiver under, any provision of any Material Project Document or the existence of any event or condition which permits, or, with the passage of time, would permit, the Borrower or any Material Project Participant to serve a termination notice under any such Material Project Document;

(g) any notice, document, Clearance, authorisation, amendments to any Financing Document or Material Project Document or correspondence received or initiated by the Borrower relating to the Project, necessary for the performance of its obligations or any other Material Project Participant’s obligations under the Material Project Documents;

(h) copies of the instruction to proceed/notice to proceed (howsoever defined) under each of the Material Project Documents for the supply of equipments, with a copy in each case to the LIE;

(i) the occurrence of any other event, circumstance or condition which constitutes or results in any representation, warranty, covenant or condition under the Financing Documents being or becoming untrue or incorrect in any material respect;

(j) any circumstances adversely affecting its financial position / the financial position of the other Obligors;

(k) the appointment of a relative as defined in the RBI’s Master Circular on Loans and Advances – Statutory and Other Restrictions, dated July 1, 2010 as may be amended from time to time, of any of the directors of the Lenders as a director of the Borrower or taking a substantial interest in the Borrower; and

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(l) the occurrence of each of the Commercial Operation Date of each Project Module and Project COD and all other material arrangements affecting the Project. The notice required to be provided to the Facility Agent pursuant to the information obligation under this Clause 8.3.5 (I) shall be accompanied with a confirmation by LIE confirming the occurrence of such events; and

(m) any event, likely to have material effect on the profits and business of the Borrower.

8.4 Maintenance of Property and Insurance

8.4.1 The Borrower shall keep the Project, including each of the Project Sites and all other assets of the Borrower over which a Security Interest has been or is proposed to be created for the benefit of the Lenders, insured under the Insurance Contracts with financially sound and reputable insurers satisfactory to the Facility Agent, upon consultation with the LIA, against such risks, including fire, and in such amounts as may be required by the Lenders, in consultation with the LIA, and/or as shall be consistent with prudent business practices.

8.4.2 The Insurance Contracts shall incorporate and recognise all the stipulations in relation to the Security required to be created by the Borrower under the terms of this Agreement and other Financing Documents and name the Security Trustee as loss payees. The Borrower shall deliver to the Facility Agent and the Security Trustee the copies of all Insurance Contracts and ail the other documents relating thereto.

8.4.3 The Borrower shall submit to the LIA/ Lenders for their review, the proposed Insurance Contracts intended to be procured by it in terms hereof, and shall make therein the modifications suggested by the LIA, to the satisfaction of the Lenders. No later than 30 (thirty) days from the beginning of every Fiscal Year, a list of any current Insurance Contracts of the Borrower shall be submitted by the Borrower to the Security Trustee detailing therein the names and addresses of the insurers, brief particulars of assets covered, type of cover, amount of cover and date of expiry of each policy.

8.4.4 The Borrower will cause the each of the Contractors or each of any other contractors performing any services in connection with the engineering, procurement or construction of the Project to maintain the insurance described in, and fulfil all obligations set forth in, the related Project Documents with financially sound and reputable insurers against loss or damage in such manner and to the same extent as so described, and in any case as required by the LIA.

8.4.5 The Borrower shall ensure that prior to the expiry of any Insurance Contract it is renewed and replaced by an appropriate Insurance Contract. The Borrower shall within 30 (thirty) days after the effective date of any new or renewed insurance policy, submit to the Facility Agent a certificate, from the LIA indicating the properties insured, the type of insurance, amounts and risks covered, names of the beneficiaries, expiration dates, names of the insurers and special features of the insurance policies in effect on the date of such certificate, such policies to be in form and substance, and issued by companies, satisfactory to the Facility Agent in consultation with the LIA.

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8.4.6 The provisions of this Clause 8.4 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance. In the event that any insurance whatsoever is purchased, taken or otherwise obtained by the Borrower with respect to the Project other than as required hereunder or if not properly endorsed to the Security Trustee as the loss payees or beneficiaries as required, such insurance shall be considered assigned hereunder to the Security Trustee with the right of the Security Trustee to make, settle, compromise and liquidate any and all claims thereunder, without prejudice to the exercise of any other rights and remedies that the Security Trustee may have under any of the other Financing Documents, or under any law, statute or regulation now or hereafter in force.

8.4.7 The Borrower shall duly pay all premia and other sums payable for compliance with the provisions of this Clause 8.4. On the failure of the Borrower to pay any premia or maintain any insurance, any of the Secured Parties shall be entitled (but not obliged) to pay such premium or maintain such insurance.

8.4.8 If any Secured Party pays any insurance premiums on behalf of the Borrower in respect of any insurance policies required to be obtained by the Borrower hereunder, the Borrower shall forthwith pay the Secured Parties the reimbursements of such costs and expenses, without any demand. All such sums may be debited to the Borrower’s account and shall carry interest, from the date of payment till the end of the notice period specified in the notice of demand, at the Interest Rate, and thereafter until the date of reimbursement, at the Default Rate.

8.4.9 The Borrower shall make available to the Facility Agent:

(i) within 5 (five) days of any occurrence which has, or might reasonably be expected to result in any premium increase under any Insurance Contract, or any cancellation or non-renewal of, any policy of insurance or any insurance coverage required to be maintained hereby, a report describing such occurrence and the potential insurance related impact thereof;

(ii) within 30 (thirty) days after the end of every half year and till the Project COD and thereafter, after the close of each Fiscal Year, the Borrower shall furnish to the Facility Agent, a report by the LIA describing, as per the scope of work agreed upon by the Lenders, including a certificate from the LIA that all premiums over the Insurance Contracts have been paid on time.

8.5 Compliance

8.5.1 The Borrower shall comply with all Applicable Laws, including any requirements of the relevant pollution control boards, regulatory, non-statutory approvals and clearances and environmental clearances as may be required under Applicable Laws.

8.5.2 The Borrower shall obtain and maintain, or cause to be obtained and maintained, in full force and effect (or where appropriate, renew) all Clearances required for the purposes of the Project and the Financing Documents at such time as the same is required under Applicable Law and/or operation of the Project.

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8.5.3 The Borrower shall promptly make, or cause to be made, all required filings with Government Authorities, to preserve, renew and keep in full force and effect, its existence and its material rights, franchises, licenses and patents necessary for the ownership, construction or operation of the Project.

8.5.4 The Borrower shall, with due diligence and in a reasonable and prudent manner, enforce the rights granted to it in connection with the Transaction Documents and applicable Clearances.

8.6 Performance of Obligations

8.6.1 The Borrower shall perform all of its obligations under the terms of the Transaction Documents to which it is a party. The Borrower shall maintain in full force and effect each of the Transaction Documents to which it is a party, except for those Transaction Documents which shall by their terms terminate after the payment or satisfaction in full of all obligations owing thereunder, other than those indemnities and other provisions which by their terms survive any termination.

8.6.2 The Borrower shall comply with such additional conditions, as are considered necessary to be stipulated by the Lenders in consultation with the Borrower upon the occurrence of any event, which may have a Material Adverse Effect.

8.7 Inspection

The Borrower shall permit the officers and designated representatives or agents of the Secured Parties (including the LIE, LLC and other Consultants) to carry out technical, financial and legal inspections and visit and inspect any of the records and books of account of the Borrower, the properties of the Borrower, including the Project, Project Sites, Project facilities, works, construction sites, and buildings included in the Project, including all assets created out of the Rupee Facility, and to examine any plants, installations, sites, works, buildings, properties, equipments, records and documents relevant to the performance of the obligations of the Borrower under this Agreement.

The Borrower will also permit officers and designated representatives or agents of the Lenders or the Facility Agent (including the LIE/LLC and other consultants) to examine and make copies of the books of record and accounts of the Borrower and discuss the affairs, finances and accounts of the Borrower with, and be advised as to the same, by its officers.

All costs arising in relation to this Clause 8.7 above shall be borne by the Borrower.

The Borrower agrees that representative of the Secured Parties shall receive full cooperation and assistance from the employees of the Borrower.

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8.8 Records, Accounting and Audit Matters

8.8.1 The Borrower shall properly keep such records as are required to be maintained under Applicable Law and the Transaction Documents and such accounts as are adequate to reflect truly, accurately and fairly the financial condition and scale of operations of the Borrower (including the progress of the Project) which shall contain full, true and correct entries in conformity with Indian GAAP and/or any other accounting standard adopted as per Applicable Law under intimation to the Facility Agent, consistently applied and all requirements of Applicable Law. The Borrower shall not radically change its accounting system without prior written intimation to the Lenders.

8.8.2 In the event that auditors acting as the Auditors for the Borrower cease to act as such Auditors for any reason, the Borrower shall promptly inform the Facility Agent of the reasons for such cessation and shall appoint in accordance with all Applicable Laws and maintain as its Auditors, another firm of independent practising chartered accountants acceptable to the Lenders.

8.9 Taxes and Duties

8.9.1 The Borrower shall, in addition to any other interests and levies to be made, pay, or cause to be paid:

(i) all Taxes (including stamp taxes), duties, fees, or other charges payable on or in connection with the execution, issue, delivery, performance, registration, or notarisation, or for the legality, validity, or enforceability of any of the Transaction Documents to which it is a party and any other documents related thereto; and

(ii) all Taxes, duties and fees payable by the Borrower under Applicable Law, including but not limited to payment of (i) all present and future Taxes imposed on it prior to the date when due and (ii) all present and future claims, levies or liabilities (including for labour, services, materials and supplies) which have become due and payable and which have or, if unpaid might have resulted in a Security Interest upon, or otherwise have a Material Adverse Effect, provided however, that the Borrower shall, not be required to pay any amount otherwise payable, if such amount is being Contested in Good Faith.

Without prejudice to anything contained in the Financing Documents, in case of failure by the Borrower to make such payments as are mentioned in this Clause 8.9, the Borrower shall promptly but in any case not later than 5 (five) Business Days inform the Lenders in writing of such failure. The Lenders and/or the Facility Agent may, in their absolute discretion, pay any such Taxes, claims, levies or liabilities of the Borrower if the Borrower fails to make such payment, except if any such amounts are being Contested in Good Faith by the Borrower and have been intimated in writing to the Facility Agent by the Borrower. The Borrower shall forthwith reimburse such Lenders and/or the Facility Agent or its assigns for any such Taxes or other claims, levies or liabilities of the Borrower incurred by the Lenders and/or the Facility Agent. All such sums shall be debited to the Borrower’s Rupee Loan account and shall carry interest, from the date of payment until the date of reimbursement in full to the satisfaction of the Lenders, at the Default Rate over and above Interest at the then prevailing highest Interest Rate.

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8.9.2 The Borrower shall promptly pay or cause to be paid any, final judgment enforcing any such Taxes or other claims, levies or liabilities of the Borrower.

8.9.3 The Borrower shall take all such further action within its control or in the opinion of any Secured Party or the Facility Agent required to ensure that each of the Transaction Documents is in the proper legal form under the laws of India for the enforcement thereof without any further action on the part of the Facility Agent or the other Secured Parties.

8.9.4 (i) The Borrower shall bear all Interest Tax, service tax and/or such other levies/duties as may be levied from time to time by any Government Authority pertaining to or in connection with the Rupee Facility. Such Interest Tax, service tax, other levies/duties, if any, applicable shall be payable by the Borrower to the Lenders over and above the rates mentioned in this Agreement. All interest and other costs, charges, expenses shall accrue from day to day and calculated on the actual days elapsed.

(ii) The Borrower shall pay all costs, charges (including legal fees, cost of investigation of title to the Borrower’s assets and protection of the Lenders’ interest) and expenses in any way incurred by the Secured Parties and such stamp duty, other duties, taxes, charges and penalties if and when the Borrower is required to pay according to the laws for the time being in force.

(iii) Without prejudice to anything contained in the Financing Documents, in the event of the Borrower failing to pay the monies referred to in sub-clauses (i) and (ii) above, the Borrower shall promptly but in any case not later than 5 (five) Business Days inform the Secured Parties in writing of such failure and the Secured Parties will be at liberty (but shall not be obliged) to pay the same. The Borrower shall forthwith pay the Secured Parties the reimbursements of such costs and expenses. All such sums shall be debited to the Borrower’s Rupee Loan account and shall carry interest, from the date of payment till the date of reimbursement in full to the satisfaction of the Lenders, at the Default Rate over and above the Interest at the then prevailing highest Interest Rate.

8.10 Additional Documents, Filing, Clearances and Recordings

8.10.1 The Borrower shall execute and deliver, from time to time upon request made by the Facility Agent or any Secured Party, at the Borrower’s expense, such other documents as shall be necessary or required in connection with the rights and remedies of the Secured Parties granted or provided for in the Transaction Documents and to consummate the transactions contemplated therein.

8.10.2 The Borrower shall do or cause to do all such acts, things, deeds necessary to (i) create, perfect and maintain the Security Interests in full force and effect at all times, (ii) preserve and protect the Security and protect and enforce its rights and title, and the rights and title of the Secured Parties, to the Security, and (iii) transfer of any Clearances to the Borrower, in relation to the Project, which has been obtained by another Person. For the purposes of clarity, the Security shall need to be created as per the timelines provided in Clause 10 hereof.

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8.11 Consultants

8.11.1 The Borrower shall agree to the appointment of the Consultants for the review of the Project or such part thereof as deemed necessary by the Lenders during the currency of the Rupee Facility, from time to time and for such period as they may deem fit.

8.11.2 The Lenders shall also have the right to appoint, whenever it considers necessary, any chartered accountants / cost accountants as auditors / technical experts / management consultants for carrying out any specific assignments or to examine the books of accounts, operations of the Borrower, the financial or cost accounting system and procedures adopted by the Borrower for its working or as concurrent or internal auditors, or for conducting a special / concurrent / statutory audit of the Borrower. The cost of such appointment / inspection / audit will be borne by the Borrower.

8.11.3 All fees, costs, expenses and other charges incurred and payable in relation to the Consultants shall be borne by the Borrower.

8.11.4 The Borrower shall provide all information as may be reasonably required by the Consultants from time to time.

8.11.5 The Borrower shall pay on demand to the Lenders the cost incurred by the solicitors/ advocates/ company secretaries engaged by the Lenders in connection with the creation and registration of Security, certification of charge thereof with the Registrar of Companies, compilation of search/status reports or other similar matters.

8.12 Environmental Compliances and Audit

8.12.1 The Borrower shall ensure that it has obtained all authorizations under applicable environment laws and the Project is in compliance with provisions of all Applicable Law, and all central or State environmental Clearances issued thereunder, including compliances with all conditions of such Clearances, and maintenance of documents to be able to demonstrate compliance with the same.

8.12.2 The Borrower shall arrange for carrying out safety audits of its Project for compliance with Applicable Laws to the satisfaction of the Facility Agent and shall comply with the recommendations set out in such audit report.

8.12.3 The Borrower shall arrange for carrying out environment audits in connection with the construction and operation of the Project, to the satisfaction of the Facility Agent, and shall comply with ail recommendations set out therein.

8.12.4 The Borrower shall ensure that all equipment procured in connection with the construction and operation of the Project shall meet the requisite emission standards prescribed under Applicable Law and the corresponding Contracts entered into by the Borrower with respect to the Project reflect this requirement, to the satisfaction of the LIE.

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8.12.5 The Borrower shall ensure compliance with the environmental, health, safety and social requirements (EHSS requirements) as may be specified by the Lenders from time to time and, if requested by any of the Lenders, conduct an EHSS review/audit of the Project and submit to such Lenders a report in the format as may be prescribed from time to time by such Lender and undertake such discussion and action in relation to the same as may be required by the Lender, in consultation with Facility Agent and the Borrower.

8.12.6 The Borrower shall provide the requisite information and provide access to the Lenders or a consultant appointed by Lenders to carry out a periodic Environment & Social Monitoring and Review (ESMR) of the Project. The fees of such consultant shall be borne by the Borrower. The Borrower shall ensure compliance with specified recommendations made by consultants post such ESMR review.

8.12.7 The Borrower shall forward copies of any relevant internal reports or consultant’s reports or annual/ other periodical reports on the environmental and social status and performance of the operations of the Borrower.

8.12.8 The Borrower shall make adequate arrangements for treatment and disposal of effluents, solid waste and emission from the Project and shall furnish appropriate approvals from the relevant authorities in this regard.

8.13 Construction Budget

8.13.1 Construction Budget

The Borrower shall, on or prior to the first Disbursement under this Agreement, submit to the Lenders and the Facility Agent a true, correct, final and complete copy of the Construction Budget for the Project as agreed by the Borrower and satisfactory to the LIE and ensure that the same shall:

(i) reflect the amount of Estimated Project Cost and timing (including interest during construction, Contingency and margin money);

(ii) reflect the Project Schedule;

(iii) conform to the Banking Base Case; and

(iv) be certified by an Authorized Officer of the Borrower.

The Borrower shall, periodically, with consent of the LIE, update the Construction Budget and present such updates to the Facility Agent.

8.13.2 All documentation and information provided by the Borrower pursuant to this Clause 8.13 shall also be provided to the LIE and, where requested by the Facility Agent, to such other Consultant(s) as required.

8.13.3 The Borrower shall undertake that all the Financial Covenants and review exercise, etc., pertaining to the Rupee Facility would be as per the Banking Base Case as amended from time to time.

8.13.4 The Borrower shall furnish a report by the LIE on the review of the Banking Base Case and such review shall include the LIE’s assessment of the validity and reasonability of assumptions in such Banking Base Case.

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8.14 Borrower’s Undertakings

8.14.1 The Borrower shall make all amendments to the Memorandum and Articles of Association, as may be required by the LLC and to the satisfaction of the Lenders, for inter alia, giving effect to the terms of the Financing Documents, including enhancing the authorised capital and borrowing power of the Borrower as required under the Financing Plan, ensuring the right to appoint Nominee Director(s) under the Financing Documents.

8.14.2 All the Financial Covenants and review exercises pertaining to the Rupee Facility shall be as per the Banking Base Case.

8.14.3 The Borrower shall make repayments of any Quasi Equity only after the Final Settlement Date, unless the Lenders expressly agree otherwise and except as provided in this Agreement.

8.14.4 The Borrower shall ensure (i) that the Sponsor and its Affiliates shall bring in the entire requirement of Equity for the Project (as per the Project requirements and the Financing Plan) and (ii) that a minimum of 51% (fifty one percent) of the Shares is and shall at all times until the Final Settlement Date continue to be held by the Sponsor, either by itself or through its Affiliates.

8.14.5 The Borrower shall comply with the Project Schedule.

8.14.6 In respect of goods received under the LCs and stored in the godowns owned by any third parties/ outside agencies, the Borrower shall arrange to submit to the Facility Agent a no lien letter and letter of access for carrying out inspection by any official of the Secured Parties.

8.14.7 The Borrower shall enter into a power purchase agreement with Sterlite Energy Limited for procurement of balance power required for its Jharsuguda Smelter from the 2,400 MW power plant of Sterlite Energy Limited or make alternative arrangements for procurement of power required for its Jharsuguda Smelter from other sources including the state grid, 6 (six) months prior to the Scheduled COD, to the satisfaction of the Lenders.

8.14.8 The Borrower shall have made/make necessary transport arrangements including obtaining necessary approvals for rail transport clearance, procurement/arrangement of wagons, laying of railway siding from each Project Site to the nearest railway station or other suitable alternate transport arrangement through road, for inward/ outward transportation of the bauxite, alumina, aluminium and coal as may be required, for Jharsugudha Phase I (Smelter) atleast 3 (three) months prior to the Scheduled Project Module Operation Date of Jharsugudha Phase I (Smelter) and for remaining part of the Project, atleast 6 (six) months prior to the Scheduled COD.

8.14.9 Upon receipt of any monies towards allotment of Shares and/or non-cumulative preference shares, the Borrower shall issue and allot equivalent number of Shares and/or non-cumulative preference shares, as the case may be, against such monies within 3 (three) months from the date of receipt of such monies;

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8.14.10 The Borrower shall make the necessary arrangements for the procurement of the required quantity of bauxite to operate its Lanjigarh Refinery, from the market by entering into short term contracts with the suppliers or by procuring bauxite on spot basis, which arrangements shall be reviewed by the LIE and shall be to the satisfaction of the Lenders.

8.15 Management/ Key Personnel

8.15.1 The Borrower shall appoint technical, financial and executive personnel (including auditors and/or management personnel) of proper qualifications and experience for the key posts to the satisfaction of the Lenders and the Borrower shall ensure that its organisational set-up is adequate enough to ensure smooth implementation and operation of the Project to the satisfaction of the Lenders.

8.15.2 The Borrower shall constitute an audit sub-committee of its Directors for monitoring of the Borrower’s operations and its compliance with corporate governance requirements under Companies Act or any other statute.

8.15.3 In the event the names of the Borrower and/or its Directors figure in any list of wilful defaulters circulated by RBI, the Borrower shall take expeditious and effective steps for the removal of such Director from its Board or get the names of such Directors deleted from such list, in each case, no later than 30 (thirty) days from the date such fact has come to the knowledge of the Borrower. Till the point of time such Directors are not removed from the Board of the Borrower or the names of such Directors are not deleted from the list of wilful defaulters circulated by RBI, the Borrower shall not make any demand for Disbursement and the Borrower hereby agrees that the Lenders shall not be under any obligation to make any Disbursement, including any Interim Disbursement.

8.15.4 The Lenders, if required by Applicable Law, shall have the right to disclose to banks/ RBI/ Government Authority/ CIBIL and any other statutory authorities any information that may be sought from them in connection with the Borrower or the Rupee Facility granted to the Borrower.

8.15.5 The Borrower shall, at all times, keep constituted the Project Management Committee with appropriate representation from its directors and senior executives for supervising and monitoring the progress of the implementation of the Project and whenever required, the Lenders shall have the rights to seek appropriate information relating to the implementation of the Project from the Project Management Committee.

8.15.6 The Borrower shall broad base its Board, as may be required, with professionals and strengthen its management set-up to the satisfaction of the Lenders.

8.16 Financing Fees

The Borrower shall pay all financing fees and charges due and payable under the Financing Documents to the Lenders, the Facility Agent and the Security Trustee on the Due Dates as specified thereunder.

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8.17 Working Capital

8.17.1 The Borrower agrees that the Lenders shall have the right to withhold Disbursement of the Rupee Facility equivalent to the provision against margin money for working capital in the Estimated Project Cost till each Project Module is near completion and thereafter release the margin money based upon the requirement for building up of the working capital and provided the build up of working capital has commenced.

8.17.2 The Borrower shall (i) prior to the Scheduled COD, make arrangements, to the satisfaction of the Facility Agent, for adequate working capital for the Project; and (ii) maintain such adequate working capital till the Final Settlement Date.

8.18 Environment Impact Reports

The Borrower shall make available to the Facility Agent, as soon as available, but in any event within 30 (thirty) days of any accident in connection with the Project affecting the environment, a report describing, such accident, the Borrower’s plan to assess the impact of such accident and determine the remedial efforts required with respect to such accident and (as and when taken) the steps implemented by the Borrower with respect thereto.

8.19 Clearances

8.19.1 The Borrower shall (i) obtain and furnish true, certified copies to the Lenders of all statutory and non-statutory Clearances required from time to time for the implementation and operation of the Project and the same shall be reviewed by the LIE; (ii) comply with the conditions stipulated in the Clearances, shall maintain and ensure that all Clearances obtained remain in full force and effect and no event shall have occurred which would render void any of the Clearances and (iii) comply with the provisions of all Applicable Laws with respect to the development, construction, ownership and operation of the Project and the Transaction Documents.

8.19.2 The Borrower shall periodically provide a status report of outstanding Clearances that are required from various statutory, regulatory and/or administrative authorities in connection with the Project.

8.19.3 The Borrower shall arrange to obtain the necessary approvals, Clearance or no objection certificate for environmental clearance from Ministry of Environment & Forests / GOO/ any other Government Authority, as may be required for a particular Project Module to the satisfaction of the Lenders at the earliest. The timelines of obtaining Clearances shall be reviewed by the LIE and decided by the Lenders. The Borrower agrees to comply with all the provisions and requirements of such environmental clearances and to take all the necessary steps in this regard well in time so as to ensure smooth implementation and operation of the Project during the tenure of the Rupee Facility to the satisfaction of the Lenders.

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8.20 Information with Respect to Amendment, Waiver or Consent

In connection with any proposed amendment, waiver or consent in respect of any of the provisions hereof or of any other Transaction Document, sufficient information shall be furnished to the Lenders or the Facility Agent (including a narrative description of the effect thereof), sufficiently in advance (unless specified otherwise in the Financing Documents in any event not fewer than 30 (thirty) Business Days) of the date a decision is required to enable the Lenders or the Facility Agent to make an informed and considered decision with respect thereto and any amendments shall only be made with the consent of the Lenders.

8.21 Transaction Documents

8.21.1 The Borrower shall, resolve all issues raised by the LIE/ LLC in relation to the Project Documents upon a review by the LIE/ LLC.

8.21.2 All contracts and/or orders as are necessary or required for the Project, from time to time, shall be promptly executed by the Borrower in a manner that the Project COD of each Project Module is not delayed, beyond the respective Scheduled Project Module Operation Date.

8.22 Debt Equity Ratio

The Borrower shall ensure that the Debt Equity Ratio of the Borrower does not at any time exceed 60:40.

8.23 Annual Financial Statements and Progress Report:

8.23.1 The Borrower shall provide to the Facility Agent:

(i) quarterly reports containing unaudited financial information including expenditure incurred during the previous quarter, and means of financing and funds brought in, the balance sheet of the Borrower, together with related statements of income, retained earnings and cash flows for such Fiscal Quarter, prepared in accordance with Indian GAAP consistently applied, within 60 (sixty) days of the end of each Fiscal Quarter and/or upon being requested thereafter, from time to time, by any of the Lenders;

(ii) audited annual accounts of the Borrower, together with related balance sheet, statements of income, retained earnings and cash flows for such Fiscal Year, prepared in accordance with Indian GAAP consistently applied, setting forth comparative figures for the immediately preceding Fiscal Year and annual reports on the implementation and progress of construction in a form and manner satisfactory to the Facility Agent, immediately on finalization thereof and in any case not later than 180 (one hundred and eighty) days of the close of each Fiscal Year; and

(iii) in addition to the Clauses 8.23.1(i) and (ii), such further financial statements/ information as may be required by the Lenders from time to time.

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8.23.2 While delivering copies of documents, materials and information required to be delivered under the Financing Documents and this sub-clause, the Borrower shall deliver such number of copies of all documents, materials and information as is sufficient for onward delivery to each of the Lenders.

8.23.3 In order to inform the Lenders about the physical progress as well as provide evidence to the Lenders that the expenditure incurred on the Project is in accordance with the Project Schedule, the Borrower shall provide to the Facility Agent and the LIE on a quarterly basis within 30 (thirty) Business Days of the end of each Fiscal Quarter, a progress report on the status of the development and implementation of the Project, or as and when required by the Lenders upon reasonable notice.

8.24 Contracts

8.24.1 The Borrower hereby agrees that the technology and technical configuration of the Project, Material Project Documents for the Lanjigarh Refinery and Jharsuguda Smelter, including EPC Contracts, all other important contracts and approvals received in relation to the Project; shall be reviewed by the LIE/ LLC or any other consultant, as may be reasonably required, and the Borrower shall take all reasonable steps to resolve the issues raised, if any, in such reviews to the reasonable satisfaction of the Lenders.

8.24.2 The Borrower shall enter into a firm fuel/Coal Supply Agreement or any other alternate arrangement as per the policy of the Ministry of Coal, Government of India for meeting the balance coal requirement of its 135 x 4 MW (540 MW) captive power plants out of the total of 135 x 9 MW (1215 MW), 6 (six) months prior to Scheduled COD, to the satisfaction of the Lenders.

8.24.3 The Material Project Documents, including EPC Contracts, shall contain provisions for adequate liquidated damages for delay in commissioning of plant and shortfall in performance guarantees.

8.24.4 The Borrower shall make necessary arrangements, to the satisfaction of the Lenders, for the procurement of the required quantity of alumina from Lanjigarh Refinery and balance of the required quantity of alumina from domestic/international market by entering into short term contracts with the suppliers of alumina or by procuring alumina on spot basis, and such arrangements shall be reviewed by the LIE.

8.25 Lenders’ Right To Review

The Borrower agrees and confirms that the Lenders reserve the right to review the Project Cost and the Financing Plan at any time till the Project COD and stipulate relevant conditions, as deemed necessary by the Lenders and acceptable to the Borrower. The Borrower also agrees that the Lenders have the right to stipulate any other condition, as deemed necessary before the Date of CP Satisfaction.

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8.26 Subordination

8.26.1 All monies brought in by the Sponsor, whether by way of Sponsor Support or Sponsor Contribution or Sponsor Subdebt shall be unsecured and subordinated to the secured debt facilities of the Borrower and shall be on such other terms and conditions as acceptable to the Lenders.

8.26.1A The Borrower agrees and confirms that the Sponsor Subdebt brought in by the Sponsor shall be subject to the following conditions:

(a) The terms and conditions on which the Sponsor Subdebt will be provided / agreed to be provided by the Sponsor to the Borrower shall not be more favourable than the terms and conditions applicable to the Rupee Facility provided / agreed to be provided by the Lenders. The interest rate on the Sponsor Subdebt shall not be more favourable than the Interest Rate;

(b) The Sponsor Subdebt shall not become due and/or repayable to the Sponsor by the Borrower prior to the payment of the Rupee Facility save and except as provided in Clause 8.26.1A hereof. The repayment if any of the Sponsor Subdebt shall be proportionate to the repayment of the Rupee Loans in accordance with the Repayment Schedule. The Sponsor shall be entitled to replace the existing Sponsor Subdebt out of fresh loans to be provided by it and/or through its Affiliates in the form of Sponsor Subdebt, subject to the terms and conditions specified at Clause 8.26.1 A of this Agreement and/or other terms and conditions acceptable to the Lenders.

8.26.2 The Borrower agrees and confirms that the Quasi Equity brought in by the Sponsor shall be on terms acceptable to the Lenders and shall be further subject to the following conditions:

(a) It shall not be repaid till the Final Settlement Date, unless the repayment is to be made out of the funds brought in by the Sponsor and/or its Affiliates by bringing in fresh Quasi Equity after giving 1 (one) weeks’ prior notice to the Facility Agent and on terms and conditions as provided in this Agreement;

(b) No interest and/or dividend shall be payable on any Quasi Equity till the Project COD. Provided that the Borrower may pay such interest/ dividend prior to Project COD from funds infused by way of Equity and/or Quasi Equity brought in by the Sponsor and/or its Affiliates, over and above the Equity Requirement as specified in the Financing Plan, subject to the Borrower furnishing a certificate from the Statutory Auditor on a half yearly basis, on March 31 and September 30 of each Fiscal Year, stating that any and all interest/ dividend on Quasi Equity paid during the previous 180 (one hundred and eighty) days has been paid from funds infused by way of Equity and/or Quasi Equity not forming part of the Equity Requirement. Such Equity/Quasi Equity infused by the Sponsor and/or its Affiliates and the interest and/or dividend paid thereon shall not be deemed to have been contributed towards the Project Cost;

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(c) On and from the Project COD, interest and/or dividend shall be payable on any Quasi Equity annually subject to the availability of funds at the rate which shall not be higher than the rate arrived at by reducing the Interest Rate by 1% (one percent), unless it is paid out of the Equity/Quasi Equity that is brought in by the Sponsor and/or its Affiliates for this purpose. Such funds infused by the Sponsor and/or its Affiliates for payment of interest may be withdrawn annually, subject to the Borrower furnishing a certificate from the Statutory Auditor on an annual basis, stating that surplus funds are available and all interest on Quasi Equity paid during the previous Fiscal Year has been paid from funds infused by way of Equity and/or Quasi Equity not forming part of the Equity Requirement;

(d) It shall be subordinated to the claims of the Lenders including any payment of interest;

(e) The payment of interest and/or dividend on any Quasi Equity shall have to comply with the Restricted Payment Conditions; and

(f) The Sponsor and/or its Affiliates shall not have any right to initiate any legal action against the Borrower for recovery of such Quasi Equity or any dues thereon.

8.27 Nominee Directors

The Lenders shall be entitled to appoint 2 (two) Nominee Directors upon the occurrence and continuance of an Event of Default and such directors will enjoy all power and privileges as available to other directors of the Borrower.

8.28 Land

(i) The Borrower shall obtain possession of the balance land on ownership or lease basis, required for commencing the construction work and smooth implementation of Jharsguda Smelter on a timely basis and adequacy of such land shall be reviewed by the LIE.

(ii) The Borrower agrees that (a) the status of land acquisition in respect of the Project Sites shall be periodically reviewed by the LLC, (b) the LLC shall review the title of the land acquired for the Project based on certificates satisfactory in form and substance to the LLC, procured by the Borrower at its own cost from advocates of repute, acceptable to the Facility Agent, practicing in the areas surrounding the Project Site, and (c) the Borrower shall ensure that the land acquisition for the Project is consistent with the Project Schedule for the smooth implementation of the Project.

8.29 Miscellaneous

8.29.1 The Borrower shall not use any of its monies to carry out inter firm transfer of funds amongst associates/sister concerns.

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8.29.2 The Borrower shall maintain its corporate existence and right to carry on its business and operations and ensure that it has the right and is duly qualified to conduct its business and operations as it is conducted in all applicable jurisdictions and will obtain and maintain all franchises and rights necessary for the conduct of its business and operations in such jurisdictions.

8.29.3 The Borrower shall satisfy the Lenders that the physical progress as well as expenditure incurred on the Project is as per the Project Schedule. In this behalf, the Borrower agrees and undertakes to furnish to the Lenders such information and data as may be required by the Lenders. The Facility Agent, from time to time, shall be entitled to, in consultation with the Borrower, advise remedial action/steps to be taken for implementation of the Project. The Borrower shall take all such remedial action/steps so advised by the Facility Agent.

8.29.4 The Borrower shall obtain within 3 (three) months of the Initial Disbursement (or Interim Disbursement, whichever is earlier), credit rating from an external credit rating agency recognized by the RBI, and acceptable to the Lenders; all costs and expenses in relation to the above shall be borne by the Borrower.

8.29.5 The Borrower undertakes and agrees that any change in the Financing Plan shall be subject to the prior written consent of the Lenders.

8.29.6 The Borrower agrees to make arrangements, to the satisfaction of the Lenders, by itself and/or through the Construction Contractors for meeting the Project’s requirements of construction materials, water and construction power for the construction of the Project, and agrees to obtain, as and when required under the Applicable Law, all necessary Clearances for the same.

8.29.7 The Borrower shall obtain and furnish all its details and the details of its Directors and cause the Sponsor to obtain and furnish its details and the details of its directors, as per the prescribed formats and in compliance with the Lenders’ ‘Know Your Customer’ guidelines as applicable from time to time during the currency of the Rupee Facility.

8.29.8 In the event the Borrower fails to achieve Project COD within 6 (six) months from Scheduled COD, the Lenders may, without prejudice to the other rights and remedies available to them, take such action as may be considered necessary by them.

8.29.9 The Borrower shall submit to the LIE a schedule for the acquisition of the balance Project land, which is required for the Project for its review and approval. The Borrower agrees to acquire balance Project land as per the schedule finalized by the Lenders in consultation with the LIE.

8.29.10 The Borrower agrees to make suitable arrangements for the Project management/ operation and management of each Project Modules prior to Scheduled Project Module Operation Date of the respective Project Module, which shall be reviewed by the LIE.

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8.30 Sponsor’s Undertakings

Simultaneously with the execution of this Agreement, the Borrower shall procure and furnish to the Lenders from the Sponsor undertakings to the effect that:

(i) The Sponsor shall, either by itself, and/or through its Affiliates and/or through any other Person shall bring in or cause to be brought in the entire envisaged Equity Requirement for the Project as per the requirement of the Project and in line with the Financing Plan and Drawdown Schedule.

(ii) The Sponsor and/or its Affiliates shall bring in the Sponsor Subdebt, on terms acceptable to and in a manner and to the satisfaction to the Lenders.

(iii) On and after the Financial Close, the Sponsor shall make available to the Borrower, such amounts of the Sponsor Subdebt, which to the amounts sought as Disbursement at that time, whether by way of LC Issuance, or by way of Rupee Drawdown, bears the same ratio which the Sponsors Subdebt bears to the Rupee Facility. Provided however that if at the time of any Disbursement, the amount already funded as Sponsor Subdebt is not less than the amount required to be funded by way of Sponsor Subdebt at such time, then no further amount shall be required to be funded as Sponsor Subdebt prior to such Disbursement;

(iv) The Project Cost shall not exceed Rs. 28,300 crores (Rupees Twenty Eight Thousand Three Hundred crores only) and in case of any Project Cost Overrun, the same shall be met by the Sponsor and/or its Affiliates by way of the Cost Overrun Support, without recourse to the Project assets, in a manner and to the satisfaction of the Lenders.

(v) The Sponsor, either by itself and/or through its Affiliates, shall at all times hold at least 51% (fifty one per cent) of the Shares and management control of the Borrower during the tenure of the Facility.

(vi) In the event the Internal Accruals generated from the Project is not sufficient for funding the Estimated Project Cost as envisaged in the Financing Plan, the Sponsor shall meet any such shortfall in Internal Accruals by bringing in (or by arranging from its Affiliates/ any other Person) Quasi Equity and/or monies contributed for issuance of Shares and against which Shares have been issued or are proposed to be issued within 3 (three) months from the date of receipt of such monies by the Borrower, (provided that if an equivalent number of Shares are not allotted against any monies received by the Borrower towards allotment of Shares within a period of 3 (three) months from the date of receipt of such monies by the Borrower such monies shall not be considered as amounts contributed to meet the shortfall. The Lenders agree that, without prejudice to the Sponsor’s obligations under the Sponsor Support Agreement, if at any time the Internal Accruals generated by the Project is higher than the requirement at such time by the Borrower as per the Construction Budget, then such difference shall be immediately considered as a part of the amounts contributed as Equity and the amounts required to be funded by the Sponsor shall be reduced accordingly. It is clarified that only the unfunded portion of any Sponsor Support Loans/ Sponsor Subdebt to be brought in by the Sponsor may be reduced in accordance with this Clause 2.5 and no amounts of the Sponsor Support Loans/ Sponsor Subdebt that have been brought in shall be repaid out of such excess Internal Accruals.

(vii) The Sponsor shall not have any right to initiate any legal action against the Borrower for recovery/redemption of Quasi Equity/ Sponsor Subdebt or any dues from the Borrower.

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8.31 Corporate Guarantee

The Borrower shall procure and furnish a duly and validly executed Corporate Guarantee from the Guarantor prior to the Interim Disbursement Date or the Initial Disbursement Date, whichever is earlier.

Such Corporate Guarantee shall inter alia contain the following confirmations:

(i) The Lenders shall be entitled to test in respect of the Guarantor, for each Fiscal Year, commencing from the first Fiscal Year following the Fiscal Year in which Project COD occurs, the following financial covenants:

(a) Total Net Assets to Total Borrowings shall on any Relevant Date not be less than 1.75 to 1.00;

(b) EBITDA to Net Interest Expenses shall on any Relevant Date not be less than 4 to 1.00;

(c) Total Net Borrowings to EBIDTA shall on any Relevant Date not be exceeding 4 to 1.00.

The Guarantor shall further confirm that if, upon such testing as aforesaid, the Lenders find adverse deviation with respect to any two of the financial covenants stipulated above in a single Fiscal Year, the Borrower shall pay to each of the Lenders Guarantee Further Interest, till such time as the position is rectified to the satisfaction of the Lenders.

In the event of any adverse deviations as mentioned above, the Guarantor shall have the option to submit its latest half yearly audited statements of accounts for testing in order to determine the rectifications of such adverse deviations.

Further, if upon testing as aforesaid, the Lenders find adverse deviation with respect to any two or more of the financial covenants stipulated above for two consecutive Fiscal Years, the Lenders shall have the right to declare an Event of Default under this Agreement.

(ii) The Guarantor shall ensure that the Promoters shall at times until the Final Settlement Date hold at least 35% (thirty five percent) of the paid-up and voting equity share capital and retain management control of the Guarantor. The Guarantor shall further confirm that in the event the aforesaid ownership falls below the requisite percentage without the prior written consent of the Lenders, the Lenders shall be entitled to invoke the Corporate Guarantee and call upon the Guarantor to pay the Outstandings, in whole or in part.

(iii) The Guarantor shall continue to retain management control in Sterlite Industries Limited, Sesa Goa Limited and Konkola Copper Mines Plc till the Final Settlement Date.

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8.32 Offshore Legal Opinion

The Borrower shall furnish, within 10 (ten) days from the date of this Agreement, an opinion from an advocate of repute entitled to practice in England and Wales, appointed by the Sponsor/ Guarantor and acceptable to the Lenders or the in-house counsel of the Sponsor/Guarantor who is entitled to practice in England and Wales, stating that the Sponsor Support Agreement, Corporate Guarantee and all other Transaction Documents to which the Sponsor/ Guarantor is a party, existing as on the date of such opinion are valid and enforceable against the Sponsor/ Guarantor as the case may be.

9. NEGATIVE COVENANTS

The Borrower covenants and agrees that, on or from the date hereof until the Final Settlement Date, without the prior written consent of the Facility Agent which consent shall not be unreasonably withheld (unless otherwise specifically provided in this Clause 9), the Borrower shall comply with the following conditions:

9.1 Capital Structure

The Borrower shall not effect any change in the capital structure, which will result in the Overall Debt Equity Ratio, for the Borrower increasing beyond 60:40 or reduce the holding of the Sponsor and/or its Affiliates in the Borrower below 51% (fifty one percent). While raising fresh loans (except Sponsor Support Loans), the Borrower shall submit certificate from the Statutory Auditor, to the satisfaction of the Lenders, regarding compliance with the condition of the maintenance of the Overall Debt Equity Ratio.

9.2 Security Interests

The Borrower shall not agree to, create, incur, assume or suffer to exist any Security Interest upon or with respect to any property, revenues or assets (tangible or intangible) of the Project, whether now owned or hereafter acquired, without the prior written consent of the Facility Agent and the Security Trustee if the Security Margin falls below the level stipulated in the relevant Financial Covenant, provided that the Borrower shall promptly intimate the Lenders in writing at the time of creating any Security Interest in favour of any Person. While raising fresh loans, the Borrower shall submit certificates from the Statutory Auditor/ practising chartered accountant to the satisfaction of the Lenders stating that the Security Margin has not fallen below 26% (twenty six percent).

9.3 Assignments and Modifications of Transaction Documents

9.3.1 The Borrower shall not (i) amend or modify its Memorandum and Articles of Association or (ii) change its Fiscal Year or (iii) radically change the accounting policies followed by the Borrower or (iv) change the nature or scope of the Project to the extent that will result in a Material Adverse Effect.

9.3.2 Except for the quarterly drawdown schedule which may be amended by the Borrower thirty (30) days before the commencement of each quarter, the Borrower shall not make any amendments to the approved Construction Budget and/or Project Schedule except in accordance with the provisions of this Agreement.

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9.3.3 The Borrower shall not make any change order under any Material Project Documents or the Construction Budget, as applicable, unless:

(i) such change order is approved in writing by the Lenders; or

(ii) such change order is not material and in any case not expected to adversely affect the operation or reliability of the Project, or increase the Project Cost beyond the Estimated Project Cost, or delay Project COD beyond the Scheduled COD;

The Borrower shall promptly inform the Facility Agent and the LIE of any change orders initiated or consented to by it along with the expected costs for the same, the source of such costs and the reasons for the change and in case the Facility Agent and/or the LIE direct the Borrower that the change order is a material change or may adversely affect the operation or reliability of the project, or increase the Project Cost beyond the Estimated Project Cost, or delay Project COD, then the Borrower shall promptly take all such steps as are required to reverse the relevant change order.

9.3.4 The Borrower shall not, and shall not agree to, grant any waiver or change or make changes in respect of any provision of, or terminate any of the Project Documents to the extent that will result in a Material Adverse Effect.

9.3.5 The Borrower shall not replace or consent to the replacement of any Material Project Participant.

9.4 Winding Up, Amalgamation and Restructuring, Sale of Assets and Guarantee

The Borrower shall not:

(a) wind up, liquidate or dissolve its affairs;

(b) formulate any scheme of merger, consolidation, amalgamation, reconstruction or reorganisation, except schemes involving the Affiliates of the Borrower unless the Overall Debt Equity ratio is maintained at no higher than 60:40 and the Security Margin is not less than 26% (twenty six percent);

(c) sell, assign or otherwise dispose of any of the assets of the Borrower other than the Permitted Disposal; and

(d) undertake guarantee obligations except in the ordinary course of business.

9.5 Subordinated Loans

Except as permitted in this Agreement, during the currency of the Rupee Facility, the Borrower shall not repay any monies brought in by the Sponsor or any Affiliates or Directors thereof as loans or share application money pending allotment, forming part of the Sponsor Contribution brought in towards meeting the Project Cost, except as permitted under this Agreement. The Borrower expressly agrees and affirms that any such monies being part of the Sponsor Contribution shall be subordinated to the Rupee Facility provided by the Lenders. Such monies may only carry such interest as approved by the Lenders.

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9.6 Restricted Payments

The Borrower shall not make any Restricted Payment until the First Repayment Date and thereafter, it shall not make any Restricted Payment, (i) unless each of the Restricted Payment Conditions is satisfied at the time of making such payment(s) or without obtaining prior consent of the Lenders and (ii) in accordance with applicable provisions of Clause 8.26.2 hereof.

9.7 No Other Business or Activity; Expansion, Acquisition

The Borrower shall not:

(i) carry on any business or activity other than in connection with the completion or operation of the Project, or

(ii) expand or acquire any companies,

unless the Overall Debt Equity ratio is maintained at 60:40 and the Security Margin is at least 26% (twenty six per cent).

9.8 Contractual Obligations

Save as permitted in the Financing Documents, the Borrower shall not enter into any contractual obligations of a long-term nature or which affect or are likely to affect the Borrower financially to a significant extent, except in the ordinary course of business.

9.9 Leases

The Borrower shall not enter into any agreement or arrangement to acquire or make available by lease the use of any property or equipment of any kind (except lease related to the Project Sites and as may be required for the Project, and leases entered into in the normal course of business and which will not lead to a Material Adverse Effect).

9.10 Abandonment

The Borrower shall not Abandon or agree to Abandon the Project or place it or agree to place it on a Care and Maintenance basis.

9.11 Improper Use

9.11.1 The Borrower shall not use, maintain, operate, occupy or grant any rights in respect of the use, maintenance, operation or occupancy of any portion of the Project Sites or Project for any purpose which:

(a) may be dangerous, unless safeguarded as required by Applicable Law;

(b) violates any legal requirements in any respect or which may constitute a public or private nuisance or which could be expected to have Material Adverse Effect;

(c) make voidable or cancellable, or increase the premium of, any insurance then in force with respect to any part of the Project Sites or Project; or

(d) is other than for the intended purpose thereof in the construction, operation and maintenance of the Project.

9.11.2 The Borrower shall not use any goods or services, procured or paid for by using the funds forming part of the Project Costs for purposes other than for meeting the requirements of the Project.

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9.12 Disputes

The Borrower shall not agree, authorise or otherwise consent to any proposed settlement, resolution or compromise of any litigation, arbitration or other dispute with any Person without reasonable prior notice to the Facility Agent, provided that prior consent of the Facility Agent shall be required if such proposed settlement, resolution or compromise could reasonably be expected to, or could in the opinion of the Lenders, constitute a Material Adverse Effect.

9.13 Major Maintenance

The Borrower will not defer or postpone the performance in any Operating Year of any inspection, servicing and/or replacement of parts of the Project after periodic intervals of operation of each Project Module, that is required to be performed in such Operating Year if such postponement could reasonably be expected to cause Material Adverse Effect.

9.14 DSRA

The Borrower shall not utilize the amounts accumulated in the DSRA for any other purpose other than for meeting the Debt Service obligations and towards investing in Permitted Investments.

9.15 Environmental Impact

The Borrower shall not operate and maintain the Project (or permit the Project to be operated and maintained) in any manner that would pose a hazard to the environment, health or safety or would breach its obligations under any Transaction Documents.

9.16 Contingency Funds

The Borrower shall not avail, incur and/or utilise the amount of the Rupee Facility equivalent to the Contingency provision in the Estimated Project Cost, without the Borrower obtaining a certificate from the LIE allowing the usage.

9.17 Indebtedness

The Borrower shall not incur, avail or cause to subsist any indebtedness, either secured or unsecured, unless the Overall Debt Equity ratio is maintained at 60:40 and the Security Margin is at least 26% (twenty six per cent).

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9.18 Refinery Expansion Project

The Borrower shall not commence construction activities or incur additional expenditure for setting up the Refinery Expansion Project, other than for common facilities that are also required for the Project, as determined by the LIE, till appropriate approvals are received from the Ministry of Environment and Forests and State Pollution Control Board, Orissa. The Borrower shall not use the proceeds of Disbursements under this Agreement to repay the money brought in by the Sponsor which has been utilised towards the Refinery Expansion Project other than for common facilities that are also required for the Project. Such expenses shall not be included as part of the Equity for determining Equity Requirement for the Project. Provided however that upon obtaining required approvals for the Refinery Expansion Project, the Borrower may avail new term loan from banks/ institutions and repay sponsor debt, which has been utilised towards the Refinery Expansion Project over and above the equity requirement for Refinery Expansion Project. The Borrower shall not avail loans for the Refinery Expansion Project on terms and conditions more favourable than those available to the Lenders under this Agreement.

10. SECURITY

10.1 The Rupee Facilities together with Unreimbursed Drawings, Unpaid Sums, all Interest, LC Commission, Issuing Bank Fronting LC Commission, Additional Interest, Default Interest, Further Interest, Post Interim Interest, Guarantee Further Interest, Commitment Fees, Prepayment Premium, and all and any other fees, financing charges, fees/remuneration payable to the trustees/agents of the Lenders, costs, charges, expenses and other monies including any increase as a result of revaluation/devaluation/fluctuation or otherwise in the rates of the foreign currencies involved or payable whatsoever as stipulated in or payable under this Agreement or the other Financing Documents shall be secured as under:

(a) a first priority charge by way of hypothecation of the Borrower’s all present and future unencumbered and encumbered movable fixed assets for the Project (including but not limited to plant and machinery, machinery spares, tools and accessories, base stock funded by the Rupee Facility of the Project);

(b) a first charge by way of mortgage on all present and future immovable fixed assets (including leasehold land, if any) of the Borrower, acquired or to be acquired for the Project;

(c) a first charge on the DSRA and all monies lying to the credit of such account, from time to time;

(d) a second charge on the current assets of the Borrower for the Project; and

(d) by Corporate Guarantee.

These shall be collectively referred to as the “Security”. Provided however the assets proposed to be secured in favour of Security Trustee shall not include the Excluded Assets. Provided further that, on and from the date on which any of the financial assistances which are secured by the Excluded Assets are repaid, the corresponding Excluded Assets shall stand automatically secured in favour of the Security Trustee by way of a first priority charge. The Borrower shall take necessary steps and execute such documents in relation to the security as stated above over the Excluded Assets.

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10.2 The Borrower shall create Security in favour of the Security Trustee for the benefit of the Lenders and within the timeframes stipulated hereunder:-

(a) The Borrower shall create Security stipulated under Clause 10.1 (a) above in relation to the unencumbered movable fixed assets prior to the date of Initial Disbursement or Interim Disbursement Date, whichever is earlier. Provided that within 3 (three) months from the date of Initial Disbursement or Interim Disbursement, whichever is earlier, the Borrower shall obtain necessary no objection certificate from the Existing Lenders who have negative lien/ exclusive charge over the encumbered movable fixed assets of the Borrower, to the satisfaction of the Lenders and shall create charge over such movable fixed assets by modifying the Security Document executed/ to be executed to create Security stipulated under Clause 10.1 (a) above.

(b) The Borrower shall create the Security stipulated under Clause 10.1(b) above in relation to the immovable fixed assets acquired by the Borrower as of the date of this Agreement within 6 (six) months from the date of this Agreement. Provided that prior to creation of such Security, the Borrower shall obtain the necessary no objection certificate from the Existing Lenders who have negative lien/exclusive charge over such acquired immovable fixed assets, to the satisfaction of the Lenders. Provided further that within 6 (six) months from the date of acquisition of balance Project land which is required for the Project, from time to time, as certified by the LIE, the Borrower shall create charge by way of mortgage over such newly acquired lands. The schedule of acquisition of the balance land shall be reviewed and approved by the LIE as per the requirement and criticality for the Project. The Borrower shall acquire the balance Project land as per the schedule finalized by the Lenders in consultation with the LIE. Provided further that necessary Clearances as required for the creation of Security stipulated under Clause 10.1(b) hereof, shall be obtained from the government agencies, prior to creation of the said Security.

(c) The Borrower shall create the Security stipulated under Clause 10.1(c) hereof, on or prior to the date falling 6 (six) months from the Project COD or Scheduled COD whichever is earlier.

10.3 (a) The Borrower shall periodically inform the Facility Agent, the Security Trustee and the LLC of the status of (1) land acquisition for the Project, (2) receipt of Clearances for the Project and (3) completion of formalities required for the creation and perfection of Security. The Borrower shall also provide access to the Lenders, the Facility Agent, the Security Trustee and the LLC, to the books, records and properties of the Borrower to enable them to identify the status of and review the (1) land acquisition for the Project, (2) receipt of Consents for the Project and (3) completion of formalities required for the creation and perfection of Security.

(b) Notwithstanding anything stated in this Clause, the entire Security stipulated under Clause 10.1 shall be perfected in all respects on or prior to Scheduled COD or Project COD, whichever is earlier.

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10.4 (a) The benefit of the Security created or to be created to secure the Rupee Facility pursuant to Clause 10.1 hereinabove, for the benefit of the Lenders, shall be first ranking and at all times rank pari passu inter se between the Lenders. The Security created or to be created in favour of the Security Trustee of the Lenders shall rank pari passu with the security created / to be created in favour of the trustees of the New Lenders/ New Lenders. Provided however, that such Existing Lenders in whose favour exclusive charge has been created by the Borrower on the Excluded Assets shall not have any charge on the remaining Project assets of the Borrower, for the assistances secured by the Excluded Assets.

(b) The Borrower agrees and confirms that the Sponsor Subdebt shall be unsecured.

(c) Notwithstanding anything stated in this Clause 10.4, on obtaining appropriate environmental clearances for the Refinery Expansion Project, the Lenders and the Existing Lenders other than such banks and financial institutions in favour of which exclusive charge has been created by the Borrower, shall have first pari passu charge over the entire fixed assets of both the Project and the Refinery Expansion Project, along with the lenders of the Refinery Expansion Project, provided the Security Margin for the Rupee Facility is not diluted.

(d) The Security stipulated in Clause 10.1 shall be offered on second charge basis to the working capital lenders for the Project, on a reciprocal basis, whereby the Lenders shall also have a second charge on the currents assets of the Borrower for the Project.

(e) The benefit of the Security created or to be created to secure the Rupee Facility pursuant to Clause 10.1 hereinabove, for the benefit of the Lenders, shall also rank pari passu with the security created / to be created in favour of the lenders of the existing letters of credit/ letters of commitment, till the time such existing letters of credit/letters of commitment are outstanding.

(f) Welter Trading Limited and/or such lenders who have provided / will provide loans in replacement of loan of Welter Trading Limited, whether in part or full, for Refinery Expansion Project, shall have a residual charge on the entire fixed assets of the Lanjigarh Refinery; provided that the Lenders shall have a subservient charge to the charge of Welter Trading Limited.

10.5 The Borrower shall make out a good and marketable title to its properties to be secured in favour of the Security Trustee to the satisfaction of Security Trustee and comply with all such formalities as may be necessary or required for the said purpose.

10.6 Until the Final Settlement Date, the Borrower undertakes to notify the Security Trustee and the Facility Agent in writing of all its acquisitions of immovable properties and as soon as practicable thereafter to make out a marketable title to the satisfaction of the Security Trustee and mortgage the same by way of mortgage in favour of the Security Trustee for the benefit of the Lenders.

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10.7 All registrations/ filings with the Registrar of Companies or other Government Authority or any other Person, whatsoever, required in connection with the Security Documents will be made within the period provided under Applicable Laws or within a period of 30 (thirty) days from the date of execution of the relevant Security Documents, whichever is earlier.

10.8 The Borrower shall create the Security Interest and execute the corresponding Security Documents envisaged in this Agreement within the stipulated time period.

10.9 The Borrower shall file all requisite forms (including Form 8) and obtain all necessary Clearances for the creation, perfection and maintenance of the Security required to be created in terms of the Financing Documents, including the permission of the assessing officer under Section 281(1)(ii) of the Income Tax Act, 1961, to be obtained by the Borrower for the creation of the Security, as and when required, and ensure that all such Clearances are in full force and effect.

11. FINANCIAL COVENANTS

11.1 Without prejudice to the obligations of the Borrower under this Agreement and the other Financing Documents but subject to the provisions of this Clause 11, for each Fiscal Year commencing from the first Fiscal Year following the Fiscal Year in which Project COD occurs, the Borrower shall be required to maintain at all times, at least 2 (two) of the Financial Covenants as provided for in Column C hereof (each of the following, a “Financial Covenant” and collectively “Financial Covenants”):

Column A	Column B			Column C
Nature of Financial Covenant	Base Value			Project Tolerance Levels
Total Debt Gearing		2.25		shall not be greater than 2.70
Gross DSCR		1.50		shall not be less than 1.25
Security Margin		26	%	shall not be less than 22%

11.2 The Total Debt Gearing and Security Margin for each Fiscal Year in which the Borrower is required to meet the Financial Covenants (each a “Calculation Year”) shall be determined as of the last day of such Calculation Year, and the Gross DSCR for each Calculation Year shall be calculated over the period of the full Calculation Year, in each case based on the annual consolidated audited statement of accounts for such Fiscal Year required to be submitted by the Borrower to the Facility Agent pursuant to Clause 8.23.1 hereof.

11.3 Provided that in the event of continuous default of the Financial Covenants or consistent decline in performance levels of the Borrower, the Lenders may stipulate, after consultation with the Borrower, any other condition as may be deemed necessary.

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12. INTEREST AND FEES

12.1 Interest

(i) The Borrower shall pay to each Rupee Lender, interest (“Interest”) on the Rupee Loan attributable to that Rupee Lender and outstanding from time to time for each Interest Period on each Interest Payment Date at the Interest Rate.

(ii) The Rupee Lenders shall be entitled on every Interest Reset Date to reset the Spread applicable to their Facility as per their sole discretion and thereafter such reset rate shall be the Interest Rate.

It is hereby expressly clarified that the Spread as decided by the Rupee Lenders shall be uniformly applicable to all Rupee Lenders.

(iii) The Interest Rate shall be subject to changes as per directives issued by RBI from time to time.

12.2 Further Interest

(i) If there is any adverse deviation in any two out of the three Financial Covenants (as provided in Column C of Clause 11.1 hereof) in any Calculation Year then the Borrower shall pay to each of the Lenders on each Interest Payment Date during the Fiscal Year following the Calculation Year, further interest at the rate of 1% (one percent) per annum (“Further Interest”) on the entire Outstandings from time to time, till such time as the position is rectified to the satisfaction of the Lenders.

(ii) Provided, that for the period between the end of the Calculation Year and the first Interest Payment Date to occur after the notification by the Facility Agent to the Borrower of the deviations by the Borrower, the Further Interest shall be deemed to accrue from the first day after the end of the Calculation Year and the accrued Further Interest shall be paid by the Borrower on the immediately following Interest Payment Date.

(iii) In the event of any adverse deviations as mentioned in Clause 12.2(i), the Borrower shall have the option to submit its latest half yearly audited statements of accounts for testing in order to determine the rectifications of such adverse deviations.

12.3 Additional Interest

(i) The Borrower shall create and perfect the Security in a form and manner satisfactory to the Lenders within time period stipulated under Clause 10.2 hereof.

(ii) In the event the Borrower fails to create and/or perfect the Security, to the satisfaction of the Lenders, within the time periods stipulated in Clause 10.2 the Borrower shall, without prejudice to other rights of the Lenders as provided in Financing Documents, pending creation and perfection of such Security which has not been created within the time period stipulated in Clause 10.2 pay to the Lenders, additional interest at the rate of 1% (one percent) per annum on the entire Outstandings (“Additional Interest”) computed from the expiry of the time periods stipulated in Clause 10.2 hereof until the creation and perfection of the Security in a form and manner satisfactory to the Lenders. All such Additional Interest shall be payable on every Interest Payment Date.

(iii) Notwithstanding anything contained in this Clause 12.3, any further Disbursements pending creation and perfection of Security shall be at the sole discretion of the Lenders and on such additional terms and conditions specified by the Lenders.

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12.4 Default Interest

(i) The Borrower shall pay to the Lenders all amounts payable under the Financing Documents on the respective Due Dates.

(ii) Without prejudice to the obligations of the Borrower under this Agreement and the other Financing Documents, the Borrower shall pay to the Lenders additional interest at the Default Rate (the “Default Interest”) over and above the Interest Rate on the entire Outstandings in the event the Borrower defaults in payment of Interest, Further Interest, Repayment Instalment, or any other monies accruing due to the Lenders including Unpaid Sums, Up-front Fees, LC Lender Commission, all costs, charges, expenses due under this Agreement or any other Financing Document on the Due Date (whether at stated maturity, by acceleration, in accordance with this Agreement or otherwise).

(iii) Such Default Interest will be computed from the respective Due Date until the date on which the Borrower has repaid /reimbursed such amounts and shall become payable immediately on demand and in the absence of demand upon the immediately following Interest Payment Date.

(iv) It is hereby clarified that arrears of Default Interest shall carry interest at the Default Rate.

12.5 Commitment Fees

12.5.1 The Borrower shall pay to the Rupee Lenders, commitment fees at the rate of 1.2% (one point two percent) per annum (“Commitment Fees”) on the difference (if positive) between the Relevant Period Amount and the amount of actual Rupee Drawdowns in any Drawdown Schedule Period (“Drawdown Shortfall Amount”) as per the Drawdown Schedule. The Commitment Fees shall be calculated on the Drawdown Shortfall Amount for the period commencing from the next day after the end of the relevant Drawdown Schedule Period until the Drawdown Shortfall Amount is fully drawn. The amounts of the subsequent Rupee Drawdowns shall be first adjusted against any Drawdown Shortfall Amount. In the event that the actual amount of Rupee Drawdowns exceeds the Relevant Period Amount in any Drawdown Schedule Period, such excess shall be adjusted against any Drawdown Shortfall Amounts arising in the next Drawdown Schedule Period.

12.5.2 Commitment Fees shall be payable to the Rupee Lenders in arrears during the respective Availability Period on the first Interest Payment Date in every Fiscal Quarter, in each year and, if applicable at the end of the Availability Period.

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12.6 Up-front Fee

The Borrower shall pay to each of the Rupee Lenders a non-refundable up-front fee (“Up-front Fee”) at such rate and on such date as is specified in the respective letter of sanction. Provided however the Borrower will not be required to pay Up-front Fee to the novatees of any Rupee Lender.

12.7 Post Interim Interest

12.7.1 In the event the Borrower fails to satisfy or seek waiver of the conditions mentioned in Clause 12.7.2 below within the time period as stipulated therein, the Borrower shall, without prejudice to other rights of the Lenders as provided in Financing Documents, pending non - satisfaction or waiver of the such conditions pay to the Lenders, additional interest at the rate of 1% (one percent) over and above the Interest Rate on the entire Outstandings (“Post Interim Interest”) computed from the expiry of the time periods stipulated in Clause 12.7.2 below for the satisfaction of the conditions mentioned therein until the satisfaction or waiver of such conditions in a form and manner satisfactory to the Lenders. All such Post Interim Interest shall be payable on every Interest Payment Date.

12.7.2 (a) The Condition Precedent stipulated in Clause 6.1.17 hereof, shall be satisfied within 30 (thirty) days from the Interim Disbursement Date.

(b) The Borrower shall ensure the submission of the due diligence reports to the Facility Agent as required in Clause 6.1.10 hereof, within 60 (sixty) days from the Interim Disbursement Date, and shall have resolved all the issues raised in such diligence reports and carry out necessary changes in the relevant documents as required by the Lenders, within 90 (ninety) days from the Interim Disbursement Date.

(c) The Borrower shall have submitted a certificate from the Statutory Auditor as on March 31, 2011, regarding sources and uses of funds previously utilised for the Project including details of interest paid to the Sponsor on Quasi Equity (payment of such interest as may be permitted under this Agreement), within 30 (thirty) days from the Interim Disbursement Date.

12.7.3 Notwithstanding anything to the contrary contained in this Clause 12.7, the provisions of this Clause 12.7 shall be applicable only in the event the Borrower avails any Interim Disbursement under this Agreement.

12.8 Guarantee Further Interest

(i) Upon testing of the financial covenants under Clause 5 B (j) of the Corporate Guarantee, if there is any adverse deviation in any two out of the three financial covenants in any one Fiscal Year then the Borrower shall pay to each of the Lenders on each Interest Payment Date following such testing and notification by the Facility Agent to the Borrower of the deviations by the Borrower, further interest at the rate of 1% (one percent) per annum (“Guarantee Further Interest”) on the entire Outstandings from time to time, till such time as the position is rectified to the satisfaction of the Lenders.

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(ii) Provided, that for the period between the end of the Fiscal Year for which testing is done under Clause 5 B (j) of the Corporate Guarantee and the first Interest Payment Date to occur after the notification by the Facility Agent to the Borrower of the deviations by the Borrower, the Guarantee Further Interest shall be deemed to accrue from the first day after the end of the Fiscal Year for which testing is done under Clause 5 B (j) in the Corporate Guarantee and the accrued Guarantee Further Interest shall be paid by the Borrower on the immediately following Interest Payment Date.

13. REPAYMENT

13.1 The Borrower shall repay the entire amount of the Rupee Loans to the respective Rupee Lenders in the manner as provided in the Repayment Schedule.

13.2 The Last Repayment Instalment of each Rupee Lender’s Rupee Loan together with all other Outstandings owed to such Rupee Lender shall be repaid in full to such Rupee Lender on the Maturity Date for the Rupee Loan made by such Rupee Lender.

13.3 No amounts repaid under the Rupee Facility may be re-borrowed.

13.4 If, for any reason, the amount finally disbursed by the Rupee Lenders (or any of them) under this Agreement, is less than the amount of the Rupee Commitment of such Rupee Lenders, the Repayment Instalments shall stand reduced proportionately but shall be payable on the same Repayment Dates as specified in the Repayment Schedule.

14. PREPAYMENT

14.1 Voluntary Prepayment on Payment of Prepayment Premium

The Borrower shall, as may be permitted by Applicable Law, be entitled, upon the payment of the Prepayment Premium, to prepay the Outstandings or any part thereof at any time till the Final Settlement Date, provided that the Borrower shall have offered each Rupee Lender who has provided the Rupee Loans an opportunity to be so prepaid on a pro rata basis or requested their consent to being prepaid otherwise than on a pro rata basis.

14.2 Voluntary Prepayment without Prepayment Premium; Mandatory Prepayment

14.2.1 The Borrower may voluntarily prepay the Rupee Loans in full or in part, as the case may be, without payment of Prepayment Premium, in any of the following instances:

(a) at the instance of the Lenders;

(b) the Borrower makes the prepayment from the surplus cash accruals from the Project on Interest Reset Date;

(c) on every Interest Reset Date if the Borrower makes the prepayment by way of refinancing and has given a notice of not less than sixty (60) days to the Rupee Lenders;

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(d) if the Interest Rate as reset on the Interest Reset Date in terms of this Agreement for the relevant Rupee Lender(s) is not acceptable to the Borrower and the Borrower chooses to prepay the Rupee Loans outstanding in respect of such Rupee Lender within ninety (90) days from the later of the Interest Reset Date or date of advice from the Rupee Lender(s) of such reset, by giving a notice of prepayment to such Rupee Lenders, of not less than 60 (sixty) days of such resetting of the Interest Rates; or

(e) if on the Interest Reset Date the Interest Rate of any Rupee Lender is higher than the Interest Rate of all the other Rupee Lenders, the Borrower may choose to prepay the Rupee Loans outstanding in respect of the relevant Rupee Lender within ninety (90) days from the Interest Reset Date.

14.2.2 Any prepayment under Clause 14.2.1(a), (b) and/or (c) hereof shall be applied proportionately towards all Outstandings. Any prepayment made under Clause 14.2.1(d) and/or (e) shall be made in full to the respective Rupee Lender being prepaid.

14.3 General Provisions in respect of Prepayment

14.3.1 Any notice of prepayment given by the Borrower under this Agreement is irrevocable. The Rupee Lenders and the Facility Agent shall notify each other promptly of receipt of any such notice.

14.3.2 All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts payable under this Agreement.

14.3.3 No prepayment is permitted except in accordance with the express terms of this Agreement.

14.3.4 No amount prepaid under this Agreement may subsequently be re-borrowed or reinstated from the same Rupee Lenders to whom it has been prepaid.

15. EVENTS OF DEFAULT

15.1 An Event of Default shall occur upon the occurrence of any of the following specified events (each an “Event of Default”):

15.1.1 Payment Default

Failure by the Borrower in the payment of any Interest, LC Commission, Default Interest, Further Interest, Additional Interest, Post Interim Interest, Guarantee Further Interest, Repayment Instalment, any fee or any other amounts under or in accordance with the terms of the Financing Documents on their respective Due Date/s and such default or delay continues for a period exceeding 7 (seven) days from such Due Date/s.

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15.1.2 Other Default

(i) Subject to Clause 15.1.17 hereof, failure by the Borrower or the Sponsor/ Guarantor to perform any of their obligations, or the breach of any representations and warranties, undertakings/covenants under the Financing Documents (other than the failure to comply with payment obligations under the Financing Documents as specified in Clause 15.1.1 above), and such breach is not cured within a period of 30 (thirty) days from the date of its occurrence.

(ii) Failure by any Material Project Participant to perform any of its obligations, or the breach by any Material Project Participant of any undertakings/covenants, under the Transaction Documents (other than the failure to comply with payment obligations under the Transaction Documents) which continues beyond any applicable grace or cure period and which could be expected to have a Material Adverse Effect or result in the Commercial Operation Dates of any of the Project Modules and/or the Project COD being delayed.

15.1.3 Cross Default

(i) The Borrower defaults in the payment of any principal, interest, premium or other amount due and payable by it (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) or any lender declares an event of default under any loan or credit agreement (other than Financing Documents) evidencing, securing or creating any indebtedness of the Borrower.

(ii) If the Borrower is in breach of, or does not comply with, any term or condition (whether, financial, performance or otherwise) of any Project Document and such breach or non-compliance is, in the 15.1.3 (ii) (Cross Default under Project Documents) opinion of the Lenders, likely to have a Material Adverse Effect.

(iii) If any of the Existing Lenders or any other secured lenders to the Project accelerate the Existing Debt and/or the other respective financial assistances and/or enforce the security created under the respective financing/security documents.

15.1.4 Failure to Perform, Breach and Non Compliance

The Borrower or any Material Project Participant shall fail to obtain, renew, maintain or comply in all respects with any Clearance for the execution, delivery, performance or enforcement of the Transaction Documents or for the development, construction, operation or maintenance of the Project or any such Clearance shall be rescinded, terminated, suspended, modified or withheld or shall be determined to be invalid or shall cease to be in full force and effect, or any proceedings shall be commenced by or before any Government Authority for the purpose of rescinding, terminating, suspending, modifying or withholding any such Clearance, and such failure / non-compliance / recession, termination, suspension, modification, withholding, determination, proceedings, are, in the opinion of the Lenders, likely to have a Material Adverse Effect, and which are not cured or withdrawn, as applicable within 60 (sixty) days;

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15.1.5 Project

(i) The Borrower ceases to have title to or the right to possess and use the Project Site or any material part thereof for a period exceeding 90 (ninety) days and which has a Material Adverse Effect; or

(ii) The Borrower Abandons the Project for a period exceeding 90 (ninety) days or threatens to cease to carry on any of its businesses or gives notice of its intention to do so;

(iii) All or any part of the assets of the Borrower required or essential for its business or operations are damaged or destroyed or in the opinion of the Lenders, there occurs any change from the date of this Agreement in the general nature or scope of the business, operations, which, in the opinion of the Lenders, likely to have a Material Adverse Effect;

(iv) The Borrower fails to achieve Project COD within 6 (six) months from the Scheduled COD.

15.1.6 Insurance

(i) If the Borrower’s assets have not been kept insured by the Borrower or depreciate in value to such an extent that such depreciation in value could in the opinion of the Lenders, have a Material Adverse Effect.

(ii) Any insurance contracted or taken by the Borrower is not, or ceases to be, in full force and effect at any time when it is required to be in effect or any insurance is avoided, or any insurer or re-insurer avoids or suspends or becomes entitled to avoid or suspend, any insurance or any claim under it or otherwise reduce its liability under any insurance or any insurer of any insurance is not bound, or ceases to be bound, to meet its obligations in full or in part under any insurance and any of such event could in the opinion of the Lenders have a Material Adverse Effect.

15.1.7 Court Order, Government Actions

(i) Any Government Authority shall have nationalised, seized, or otherwise expropriated all or any part of the property or other assets of the Borrower or any part of the Equity Interest of the Sponsor in the Borrower, or shall have assumed custody or control of any part of the Equity Interest of the Sponsor in the Borrower and any part of its property or other assets or of the business or operations of the Borrower or shall have taken any action for the dissolution of the Borrower or any action that would prevent the Borrower from carrying on its business or operations or a substantial part thereof or with a view to regulate, administer, or limit, or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by the Borrower in connection with its business and any such action and/or event has not been revoked, rescinded or stayed by an appropriate Government Authority for 45 (forty five) days; or

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(ii) An attachment or restraint has been levied on the assets of the Borrower or a Material Project Participant resulting in, or which in the judgment of the Lenders results in, a Material Adverse Effect and such attachment or restraint has not been revoked, rescinded or stayed by an appropriate Government Authority for 45 (forty five) days; or

(iii) Failure by the Borrower or the Sponsor, as the case may be, to pay one or more amounts due under any judgements or decrees which shall have been entered against the Borrower or Sponsor, as the case may be, and which in each case exceeds an amount of Rs. 5 crores (Rupees Five crores only) or such equivalent amount in any other currency in case amounts to be rendered under any judgments or decrees against the Sponsor are denominated in a currency other than Rupees; or

(iv) Any Legal Proceeding under or relating to any Applicable Law shall have been instituted against the Borrower or the Sponsor which has or can be reasonably expected to have, or which in the judgment of the Lenders has, a Material Adverse Effect and such Legal Proceeding has not been withdrawn for 45 (forty five) days.

15.1.8 Security

(i) Any Security Documents once executed and delivered shall fail to provide the Security Interests, rights, title, remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby) or such Security Interest shall fail to have the priority contemplated in such Security Document or any such Security Document shall cease to be in full force and effect, or the validity or enforceability thereof or the applicability thereof to the Disbursement or any obligations purported to be secured or guaranteed thereby or any part thereof shall be disaffirmed by or on behalf of the Borrower or any other party thereto.

(ii) The occurrence of any event or circumstance which is prejudicial to, imperils, or has the effect of depreciating the Security Interest in any manner whatsoever and such event or circumstance continues to have an effect for a period exceeding 90 (ninety) days.

15.1.9 Winding Up, Bankruptcy and Dissolution

(i) If the Borrower or the Sponsor commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any part of its property;

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(ii) If a Material Project Participant (other than the Borrower and the Sponsor) commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any part of its property, and in the opinion of the Lenders such event is likely to have a Material Adverse Effect and the Borrower fails within a period of 60 (sixty) days after notice from the Facility Agent to replace such concerned Material Project Participant with an alternative who has the necessary experience and required competency to complete the Project;

(iii) If an involuntary proceeding against the Borrower or a Material Project Participant has been admitted under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or in any case, proceeding or other action for the appointment of a receiver, liquidator, assignee (or similar official) for any part of its property, or for the winding up or liquidation of its affairs, or other action has been presented to a court or other Government Authority, and such proceedings are not dismissed or stayed within 90 (ninety) days; or

(iv) The Borrower or any Material Project Participant has taken or suffered to be taken any action towards its reconstruction, reorganisation, liquidation or dissolution, provided that if a Material Project Participant, other than the Sponsor, takes or suffers to be taken any such action, the Borrower will be provided a cure period of 90 (ninety) days / to replace such concerned Material Project Participant with an alternative who has the necessary experience and required competency to complete the Project;

(v) Any of the Borrower or any Material Project Participant has been declared as a sick industry or is, in the reasonable apprehension of the Lenders, likely to be declared as a sick industry under the Sick Industrial Companies (Special Provisions) Act, 1985, provided that if a Material Project Participant, other than the Sponsor, has been so declared or is in the reasonable apprehension of the Lenders likely to be so declared, the Borrower will be provided a cure period of 90 (ninety) days to replace such concerned Material Project Participant with an alternative who has the necessary experience and required competency to complete the Project; or

(vi) Any equivalent or analogous proceedings under the laws of any jurisdiction in which any Material Project Participant is incorporated or resident or any jurisdiction in which any Material Project Participant carries on business (including the seeking of liquidation, winding-up, reconstruction, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors, insolvency and suspension of payments).

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15.1.10 Project Documents and Financing Documents

(i) The Agreement or any of the other Financing Documents or any of the Material Project Documents or any provision hereof or thereof:

(a) is or becomes invalid, illegal or unenforceable or any party thereto shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of such Agreement; or

(b) except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof, or shall be assigned (save as permitted under this Agreement) or otherwise transferred or prematurely terminated by any party thereto prior to the Final Settlement Date (other than with the prior written consent of the Facility Agent).

(ii) A default or failure to fulfil obligations has occurred under any of the Material Project Documents and in the case of:

(a) a default or failure by the Borrower or the Sponsor under such Material Project Document which failure or default, if capable of remedy, is not remedied within the applicable grace period under such Material Project Document and constitutes, in the judgment of the Lenders, a Material Adverse Effect; or

(b) a default or failure by a Material Project Participant under a Material Project Document, which default or failure

(1) has continued unremedied beyond the applicable grace period, if any, under such Material Project Document, and

(2) constitutes, in the judgment of the Lenders, a Material Adverse Effect;

and the Borrower has been unable to replace such Material Project Participant with an alternative who has the necessary experience and requisite competency to complete the Project, within a period of 90 (ninety) days after the applicable grace period noted in (1) above has expired.

(c) Any representation or warranty confirmed or made or deemed to be made, by the Borrower, the Sponsor or any Material Project Participant in any Transaction Document is incorrect, misleading when made or deemed made and, in the case of any Material Project Participant, such incorrectness, etc. is in the opinion of the Lenders, likely to have a Material Adverse Effect.

15.1.11 Change in Control

The occurrence of any event which results in Change in Control.

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15.1.12 Illegality

(i) It is or becomes unlawful for the Borrower or any Person to perform any of their respective obligations under this Agreement or any other Financing Document.

(ii) Any obligation under this Agreement or any other Financing Document is not or ceases to be a valid and binding obligation of any Person party to it or becomes void, illegal, unenforceable or is repudiated by such Person (other than the Secured Parties).

15.1.13 Material Adverse Effect

One or more events, conditions or circumstances (including any change in law) shall occur or exist which in the reasonable opinion of the Facility Agent, could have a Material Adverse Effect.

15.1.14 Failure to Comply

(i) The Borrower fails to comply with observations or recommendations of the LIE, LIA, LLC or any other consultants appointed by the Lenders, to the satisfaction of the Lenders, within a period of 90 (ninety) days from the date of communication to the Borrower of such observation or recommendation.

(ii) The Borrower fails to achieve Financial Close within 9 (nine) months from the Interim Disbursement Date.

15.1.15 Sponsor and/or Guarantor Default

The Sponsor defaults in respect of any of its obligations under the Sponsor Support Agreement.

15.1.16 Execution or Distress

(i) Execution or distress being enforced or levied against the whole or any part of the Borrower’s property; or

(ii) Any order relating to the enforcement or levy of execution or distress against the whole or any part of the Borrower’s property that is not discharged or stayed within a period of 90 (ninety) days from the date of enforcement or levy.

15.1.17 Financial Covenants

(i) If any adverse deviation is found by the Lenders upon testing of 2 (two) or more of the financial covenants as applicable to the Guarantor as stipulated in Clause 8.31 hereof for two consecutive Fiscal Years.

(ii) If the Borrower defaults in maintaining 2 (two) or more of the Financial Covenants for two consecutive Fiscal Years.

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15.2 Consequences of Events of Default

15.2.1 If an Event of Default has occurred the Lenders and the other Secured Parties may, without prejudice to any rights and remedies available to them under the Financing Documents and/or Applicable Laws take one or more of the following actions at the end of such notice period, as the case may be, if such Event of Default is then continuing:

(i) declare all amounts payable by the Borrower in respect of the Rupee Facilities to be due and payable immediately and in case there are any LCs which have been issued and are remaining outstanding, require the Borrower to provide 100% cash margin or a guarantee from a bank acceptable to the relevant Lenders for an amount equal to the value of Outstandings or provide any other securities as may be acceptable to the relevant Lender;

(ii) sue for creditors’ process and/or exercise, with respect to the Security, rights available to the Secured Parties under the Financing Documents, including for enforcement of the Security;

(iii) to enter upon and take possession of the assets of the Borrower;

(iv) suspend further drawings;

(v) declare their respective Rupee Commitments to be cancelled;

(vi) call upon the Sponsor to make payments in accordance with the terms of the Sponsor Support Agreement;

(vii) appoint 2 (two) persons as Directors (“Nominee Directors”). The Nominee Directors shall exercise such powers and duties as may be approved by the Lenders and have such rights as are usually exercised by or are available to other director of the Borrower.

The Nominee Directors:

(a) shall not be required to hold qualification shares nor be liable to retire by rotation.

(b) not be liable to incur any expenses in connection with his appointment of directorship and any such expenditure incurred by the Lenders and/or the Nominee Directors shall be borne and payable by the Borrower.

(c) shall be appointed a member of committees of the Board, if so desired by the Lenders.

(d) shall be entitled to receive all notices, agenda, etc. and to attend all general meetings and Board meetings and meetings of any committees of the Board of which he is a member.

(e) shall be entitled to furnish to the Lenders a report of the proceedings of all such meetings and the Borrower shall not have any objection to the same.

(f) shall be appointed/removed by a notice in writing by the Lenders addressed to the Borrower and shall (unless otherwise indicated by the Lenders) take effect forthwith upon such a notice being delivered to the Borrower.

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(g) shall be entitled to all the rights, privileges and indemnities of other Directors including the sitting fees and expenses as are payable by the Borrower to the other Directors, but if any other fees, commission, moneys or remuneration in any form are payable by the Borrower to the Directors in their capacity as Directors, the fees, commission, moneys and remuneration in relation to such Nominee Directors shall accrue to the Lenders in proportion to their respective Rupee Loans then outstanding and the same shall accordingly be paid by the Borrower directly for the respective accounts of the Lenders; provided, that if any such Nominee Directors is an officer of any of the Lenders the sitting fees in relation to such Nominee Director shall accrue to the relevant Lender and the same shall accordingly be paid by the Borrower directly to such Lender for its account. Any expenditure incurred by a Nominee Director or any Lender in connection with such appointment or directorship shall be borne by the Borrower.

(h) shall not be personally liable and responsible for day to day management or affairs of the Borrower, to the public for any inaction, mistake or non compliance relating to the management of the affairs of the Borrower by the Board of Directors of the Borrower, or otherwise.

(viii) Impose such other terms and conditions as may be decided by the Lenders; and

(ix) Exercise such other rights as may be available to the Secured Parties under the Transaction Documents or Applicable Law.

15.2.2 Notwithstanding any suspension or termination as stated above, all the provisions of the Financing Documents for the benefit or protection of the Lenders and its interests shall continue to be in full force and effect as specifically provided in the Financing Documents.

16. MODE OF PAYMENTS; APPROPRIATIONS OF MONIES

16.1 Place of payments

Except to the extent otherwise provided herein, all payments to be made by the Borrower to the Secured Parties in terms of this Agreement shall be made, at par without deduction of any charge or cost thereof, directly to the Secured Parties at their respective Lending Offices or at such other place as may be specified by them, and by real time gross settlement or transfer to the account of the Lenders or by a payable-at-par cheque/bank draft drawn in favour of the Lenders on a scheduled bank at the city in which the Lending Office of the Secured Party is situated, or such other place or to such other account as the Secured Party(ies) may notify the Borrower in writing atleast ten (10) Business Days prior to the Due Date.

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16.2 Time

Except to the extent otherwise provided herein, all payments and prepayments of the Rupee Loan, Interest on the Rupee Facility, Additional Interest, Default Interest, Further Interest, Post Interim Interest, Guarantee Further Interest, costs, fees and other amounts payable by the Borrower to the Secured Parties under this Agreement or any other Financing Document shall be made by the Borrower to the Secured Parties on the Due Date and in a manner that the Secured Parties receives credit for such amounts not later than 11.00 a.m. India time (each such payment made after such time on such Due Date to be deemed to have been made on the next succeeding Business Day).

Credit for any payment will be given on realisation or receipt of such amount or the relative Due Date, whichever is later.

16.3 Currency

All amounts payable under this Agreement by the Borrower to the Secured Parties are payable in Rupees.

16.4 Set-off and Counterclaim

All payments made by the Borrower under this Agreement shall be made without deduction, set-off or counterclaim, except as otherwise provided in this Agreement.

16.5 Non-Business Days

If a payment from the Borrower under this Agreement to any of the Secured Parties is due on a day, which is not a Business Day, the Due Date for that payment shall instead be the immediately preceding Business Day.

16.6 Appropriation

16.6.1 Any amounts due and payable by the Borrower under this Agreement shall be appropriated by the Lenders towards such dues in the following order:

a. interest on fees, costs, charges, expenses and other monies excluding Interest;

b. fees, costs, charges, expenses and other monies, including costs and expenses related to preservation and/or enforcement of Security;

c. Default Interest;

d. Further Interest

e. Additional Interest;

f. Post Interim Interest;

g. Guarantee Further Interest;

h. Prepayment Premium;

i. Interest; and

j. Repayment Instalments.

16.6.2 Notwithstanding anything contained in Clause 16.6.1 above, Lenders may, at their absolute discretion, appropriate in any manner, such payment towards the dues, if any, payable by the Borrower in respect of any Financing Document.

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17. EXPENSES AND INDEMNIFICATIONS

17.1 Payment of Expenses

17.1.1 The Borrower shall, whether or not the transactions herein contemplated are consummated, pay: (i) all out-of-pocket costs and expenses {(including all Taxes (including stamp taxes)}, fees and disbursements of the Lenders, the LLC, the LIE, the LIA, duties, fees or other charges payable to, the Secured Parties (including, without limitation, collection/remittance charges in relation to the disbursement of the Rupee Facility) in connection with (A) the preparation, notarisation, execution, issue, delivery, storage and, where appropriate, registration, or for the legality, validity, enforceability, of this Agreement, the other Financing Documents and any other documents and instruments related hereto or thereto (including legal opinions and all stamp duty and/or registration costs); (B) any amendment or modification to, or the protection or preservation of any Borrower’s assets including any right or claim under, or consent or waiver in connection with, or any inspection, investigation of title to the Borrower’s assets or otherwise or consultation undertaken by the Secured Parties, (whether or not known to or approved by the Borrower) of the Borrower’s performance under or compliance with, this Agreement, the other Financing Documents or any such other document or instrument related hereto or thereto; (C) the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Rupee Facility, and the Disbursements thereof; and (D) the enforcement of this Agreement, the other Financing Documents and any other documents and instruments referred to herein and therein (including, without limitation, the reasonable fees of the LLC or any other legal counsel engaged by the Lenders or on their behalf).

17.1.2 The Borrower shall, whether or not the transactions herein contemplated are consummated, (i) pay and hold the Secured Parties harmless from and against any and all present and future stamp and other similar taxes with respect to the matters described in Clause 17.1.1 hereof and further hold the Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Secured Party) to pay such taxes and (ii) indemnify the Secured Parties and each of their respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, litigation or other proceeding (whether or not the Secured Party is a party thereto) related to the entering into and/or performance of any Transaction Document or the disbursement of, or use of the proceeds of, the Rupee Facility or the implementation or consummation of any transactions contemplated herein or in any Transaction Document, including, without limitation, the reasonable fees and disbursements of counsels, any consultants selected by such indemnified party incurred in connection with any such investigation or any Legal Proceeding or in connection with enforcing the provisions of this Clause 17.1.2 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or wilful misconduct of the Person to be indemnified, as determined by a court of competent jurisdiction).

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17.1.3 Without limitation to the provisions of Clause 17.1.2 above, the Borrower agrees to defend, protect, indemnify and hold harmless the Secured Parties and each of their respective officers, directors, employees, representatives, legal counsels and agents from and hold each of them harmless, in respect of environmental protection obligations, against any and all liabilities arising under Applicable Law and any losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements including reasonable counsel fees incurred thereunder, to the extent not incurred by reason of the gross negligence or wilful misconduct of the Person to be indemnified, as determined by a court of competent jurisdiction.

17.1.4 To the extent that the undertakings in Clauses 17.1.1, 17.1.2 and 17.1.3 above may be unenforceable because they violate any Applicable Law or public policy, the Borrower will contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of such undertakings. The Borrower hereby undertakes that it shall not raise the defence of or claim unenforceability, for any reason whatsoever, of any of Clauses 17.1.1,17.1.2 and 17.1.3 above.

17.1.5 Each indemnified party pursuant to Clauses 17.1.1, 17.1.2 and 17.1.3 above, on a best efforts basis, endeavour, within 30 (thirty) days after the receipt by it of notice of the commencement of any action for which indemnity may be sought by it, or by any Person controlling it, from the Borrower on account of the documents contained in this Clause 17.1 hereof, to notify the Borrower in writing of the commencement thereof, but the failure of such indemnified party to so notify the Borrower of any such action shall not release the Borrower from any liability which it may have to such indemnified party. In case any such action shall be brought against any indemnified party the Borrower shall be entitled to participate in the defence thereof at its own expense, provided that in any event an indemnified party shall have the right to retain its own counsel at the expense of the Borrower and such participation by the Borrower in the defence thereof shall not release the Borrower from any liability which it may have to such indemnified party (including with respect to fees and other charges of its own counsel).

17.1.6 The Borrower shall pay the Secured Parties any reimbursements of costs, charges and expenses under any of the Financing Documents as also all amounts indemnified, immediately on the demand thereof and in any case within 30 (thirty) days from the date of notice of demand from the Secured Party. Provided however, that if any Secured Party makes a payment due to failure by the Borrower to pay or ensure any payment, the Borrower shall, without any demand, forthwith reimburse all such amounts to the relevant Secured Parties in full. All such sums, in each case, shall be debited to the Borrower’s loan account and shall carry interest from the date of payment till the date of such reimbursement in full to the satisfaction of the Lenders at the Default Rate over and above Interest at the highest prevailing Interest Rate.

17.1.7 In case of default in making such reimbursement in accordance with Clause17.1.6 above within 30 (thirty) days from the date of notice of demand, the Borrower shall also pay on the defaulted amounts, interest at the Default Rate over and above Interest at the highest prevailing Interest Rate, from the expiry of 30 (thirty) days from the date of notice of demand till reimbursement.

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17.2 Other Indemnities

The Borrower shall indemnify the Secured Parties against any loss or liability which that Secured Party incurs as a consequence of:

(i) the occurrence of any Event of Default or Potential Event of Default;

(ii) a Rupee Loan or part thereof not being prepaid in accordance with a notice of prepayment.

18. MISCELLANEOUS

18.1 Right of Setoff

The Lenders shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and nature (including fixed deposits) held/balances in any account of the Borrower, whether in single name or joint name(s) and on any monies, securities, bonds and all other assets, documents and properties held by/under the control of the Lenders (whether by way of Security or otherwise pursuant to any contract entered/to be entered into by the Borrower in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of the Outstandings owed by the Borrower to the Lenders. The Lenders are entitled without any notice to the Borrower to settle any indebtedness whatsoever owed by the Borrower to the Lenders, (whether actual or contingent, or whether primary or collateral, or whether joint and/or several) hereunder or under any other document/ agreement, by adjusting, setting-off any deposit(s) and/or transferring monies lying to the balance of any account(s) notwithstanding that the deposit(s)/balances lying in such account(s) may not be expressed in the same currency as such indebtedness. Lenders’ rights hereunder shall not be affected by the Borrower’s bankruptcy or winding-up. It shall be the Borrower’s sole responsibility and liability to settle all disputes/objections with any such joint account holders.

In addition to the above mentioned right or any other right which the Lenders may at any time be entitled whether by operation of law, contract or otherwise, the Borrower authorises the Lenders: (a) to combine or consolidate at any time all or any of the accounts and liabilities of the Borrower with or to any branch of the Secured Parties; (b) upon the occurrence of an Event of Default, to sell any of the Borrower’s securities or properties held by the Security Trustee by way of public or private sale without having to institute any judicial proceeding whatsoever and retain/appropriate from the proceeds derived there from the total amounts outstanding to the Lenders from the Borrower, including costs and expenses in connection with such sale; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of the Lenders.

18.2 Obligations of the Borrower

The Borrower’s liability to the Lenders shall not be discharged until and unless the Borrower has paid or discharged all the obligations owed to the Secured Parties under the Financing Documents. For the avoidance of doubt, notwithstanding that the Borrower may have paid all amounts due to any Lender under the Financing Documents, the Borrower shall remain liable to such Lender if, as a result of any sharing arrangement between the Lenders that has been notified to and confirmed by the Borrower under the Financing Documents, such Lender is obliged to share the payments made by the Borrower and consequently the obligations owing to such Lender under the Financing Documents are still owing.

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18.3 Notices

18.3.1 Except as otherwise expressly provided herein or in any Financing Document, all notices and other communications provided for hereunder or thereunder shall be (i) in writing (including telex and telecopier, except as noted below) and (ii) telexed, telecopied or sent by a Person, overnight courier (if for inland delivery) or international courier (if for overseas delivery) to a party hereto at its address and contact number specified in Schedule VI hereof, or at such other address and contact number as is designated by such party in such Financing Document or at such other address and contact number as is designated by such party in a written notice to the other parties hereto or thereto.

18.3.2 All such notices and communications shall be effective (i) if sent by telex, when sent (with the correct answerback), (ii) if sent by telecopier, when sent (on receipt of a confirmation to the correct telecopier number), (iii) if sent by Person, when delivered, (iv) if sent by courier, (a) one (1) Business Day after deposit with an overnight courier if for inland delivery and (b) 5 (five) Business Days after deposit with an international courier if for overseas delivery and (v) if sent by registered letter when the registered letter would, in the ordinary course of post, be delivered whether actually delivered or not.

18.3.3 Provided however that any notice or communication or document to be made or delivered to the Lenders or the Facility Agent or the Security Trustee shall be effective only on actual receipt by the Lender or the Facility Agent or the Security Trustee, as the case may be, and only if it is expressly marked for the attention of the department or officer who has been identified for this purpose by the Lender or the Facility Agent or the Security Trustee, as the case may be, or any substitute department or officer as shall have been specified for this purpose by the Lender or the Facility Agent or the Security Trustee, as the case may be.

18.3.4 An original of each notice and communication sent by telex or telecopy shall be dispatched by person, overnight courier (if for inland delivery) or international courier (if for overseas delivery) and, if such Person or courier service is not available, by registered airmail (or, if for inland delivery, registered first class mail) with postage prepaid, provided that the effective date of any such notice shall be determined in accordance with this Clause 18.3 as the case may be, without regard to the dispatch of such original.

18.4 Benefit of Agreement

Subject to Clauses 18.7 and 18.8 hereof, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Parties hereto and shall inure to the benefit of each of the Secured Parties.

18.5 No Waiver; Remedies Cumulative

No failure or delay on the part of any Secured Party in exercising any right, power or privilege hereunder or under any other Financing Document and no course of dealing between the Borrower, on the one hand, and the Secured Parties, on the other hand, shall impair any such right, power or privilege or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Financing Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.

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The rights, powers and remedies herein or in any other Financing Document or expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Secured Parties would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Secured Parties to any other or further action in any circumstances without notice or demand.

18.6 Amendments and Waivers; Procedure

18.6.1 Subject to Clause 18.6.2 below and save where otherwise expressly provided in any Financing Document, this Agreement (including the schedules, annexures and exhibits hereto) may not be amended, supplemented or modified and no other Financing Document may be amended, supplemented or modified and no term or condition or any of thereof may be waived without the consent of the Borrower, and the Secured Parties (excluding the Facility Agent) and, in the event any such amendment, modification or waivers relates to the rights, duties or obligations of the Facility Agent. The Facility Agent may effect, on behalf of the other Secured Parties, an amendment, supplement, modification or waiver to which the Secured Parties have agreed in writing, whether generally or specifically.

18.6.2 The Facility Agent shall promptly supply to the respective Secured Parties copies of any amendment, supplement, modification or waiver effected under Clause 18.6.1 above, and any such amendment, supplement, modification or waiver shall be binding on all the parties to this Agreement.

For the purpose of this Clause 18.6, Financing Documents shall not include the Intercreditor Agreement.

18.7 Transfer by the Borrower

The Borrower shall not assign, transfer or novate any interest in, its rights and/or obligations under any Financing Document to which it is a party.

18.8 Transfer; Novation

18.8.1 Any Lender may transfer, downsell, assign all or any of its rights and benefits hereunder or transfer or novate, in accordance with Clause 18.8.3 hereof, all or part of its rights, benefits and obligations (including undisbursed Rupee Commitments and Outstandings) hereunder or under the Financing Documents to which it is a party to any Person (provided that so long as no Event of Default has occurred and is subsisting, such Person is not, in the opinion of the Lenders, a Competitor) without consent of the Borrower (and while so transferring, downselling, assigning or securitizing, the new lender shall reserve the right to retain the transferee Lender as its agent). The Lender shall provide notice of such assignment, downselling, transfer or novation to the Borrower, the Facility Agent, the Security Trustee and the other Lenders. The Lenders may treat each Disbursement as a separate and distinct debt, capable of separate or collective assignment, transfer or novation. The aforesaid notice shall provide: (a) the name and address of the proposed assignee, novatee or transferee, (b) the effective date of the proposed assignment, conveyance or transfer, and (c) the percentage of the interest of the Lender(s) to be transferred.

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18.8.2 If any Lender assigns all or any of its rights, obligations and benefits hereunder and the other Financing Documents to which it is a party in accordance with this Clause 18.8, then, unless and until the assignee has agreed with the Facility Agent and other Lenders that it shall be under the same obligations towards each one of them and the Borrower as it would have been under if it has been an original party hereto as a Lender, the Facility Agent and other Lenders shall not be obliged to recognize such assignee as having the rights against each of them which it would have had if it had been such a party thereto.

18.8.3 If a Lender wishes to novate all or any of its rights, benefits and obligations hereunder and the other Financing Documents to which it is a party then such novation shall be made by delivering to the Facility Agent a duly completed, stamped and executed novation notice in the form set out in Schedule X hereto (the “Novation Notice”) or in such other form as is acceptable to the Facility Agent, together with the Facility Agent administrative fee. On receipt of such a notice and payment of such fee, the Facility Agent shall countersign it for and on behalf of itself (as Facility Agent) and the Lenders and subject to the terms of that Novation Notice.

18.8.4 To the extent that in that Novation Notice the relevant Lender seeks to novate the Outstandings owed to it from the Borrower and/or its Rupee Commitment, the Borrower or the Lender, as the case may be, shall each be released from further obligations to each other and their respective rights against each other shall be cancelled (such rights and obligations being referred to as “discharged rights and obligations”) and:

(i) the Borrower and the relevant bank/or financial institution to which such interest is being novated (the “Transferee Lender”) shall each assume new obligations towards each other and/or acquire new rights against each other which differ from the discharged rights and obligations only insofar as the Borrower and that Transferee Lender, as the case may be, have assumed and acquired the same in place of the Borrower and such Lender as the case may be; and

(ii) the Transferee Lender, as the case may be, and the other parties to this Agreement and the other Financing Documents (other than the Borrower) shall acquire the same rights and assume the same obligations between themselves as regards the Borrower as they would have acquired and assumed had that Transferee Lender, as the case may be, been an original party to this Agreement and the other Financing Documents as a Lender with the rights and/or obligations acquired or assumed by it as a result of that novation (and, to that extent, the original Lender and those other parties shall each be released from further obligations to each other).

18.8.5 Notwithstanding any other provision of the Financing Documents, no assignment, transfer and/or novation by the Lenders shall impose additional obligations or costs on the Borrower

18.9 Severability

Any provision of any Financing Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but that shall not invalidate the remaining provisions of such Financing Document or affect such provision in any other jurisdiction.

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18.10 Documents

All documents to be furnished or communications to be given or made under this Agreement shall be in English or if any other language, shall be accompanied by a translation into English certified by a representative of the Facility Agent, at the expense of the Borrower, which translation shall be the governing version between the Borrower, the Lenders and the Facility Agent.

18.11 Calculations and Computations

18.11.1 In any legal action or proceedings arising out of or in connection with the Financing Documents, save for any manifest error, the entries made in the accounts maintained by the Lenders shall be conclusive evidence of the existence and amount of obligations of the Borrower as therein recorded.

18.11.2 Save for any manifest error, any certification or determination by the Lenders or the Facility Agent or the Security Trustee of a rate or amount under the Financing Documents is conclusive evidence of the matters to which it relates.

18.11.3 To the extent that the determination of compliance with any provision hereof or any other Financing Document requires the conversion of Rupees into any acceptable foreign currency, or any acceptable foreign currency into Rupees, then such conversion shall be made based upon the applicable exchange rate as determined on the date of each creation, sale, transfer, disposition, expenditure or other similar event, as the case may be, which is the subject of such determination of compliance pursuant to the respective provision (with all such events theretofore incurred to be recalculated based upon such conversion rate).

18.12 Accrual

All interest and other amounts accruing on amounts outstanding under the Rupee Facility shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a year of 365 (three hundred and sixty five) days.

18.13 Interest Tax

All rates of interest and other fees mentioned in this Agreement and the other Financing Documents are exclusive of interest tax, service tax, and/or any such other levies/duties/taxes. Such interest tax, service tax, and/or any other levies/duties/taxes, if any applicable, shall be payable by the Borrower to the Lender over and above the rates mentioned hereinabove. All interest, tax and other costs, charges, expenses shall accrue from day to day and be calculated on the basis of actual number of days. The Borrower shall pay to the Lenders’ Interest Tax as applicable from time to time.

18.14 General

18.14.1 The Borrower acknowledges that any sums, interest, default amounts payable on default, including but not limited to the Default Interest, Further Interest, Post Interim Interest, Guarantee Further Interest and the Additional Interest hereof are reasonable and that they represent genuine pre-estimates of the loss to be incurred by the Lenders and/or the other Secured Parties in the event of non payment by the Borrower or any default made by the Borrower in complying with the requirements of this Agreement and the other Financing Documents.

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18.14.2 The Borrower acknowledges that the Rupee Facility provided under the Financing Documents are for a commercial transaction and waives any defences available under usury or other laws relating to the charging of interest.

18.15 Governing Law

This Agreement including without limitation shall be governed by and construed in accordance with the laws of India.

18.16 Jurisdiction

18.16.1 The Borrower agrees that the courts and tribunals in Bhubaneshwar shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Financing Documents and that accordingly any suit, action or proceedings arising out of or in connection with the Financing Documents may be brought in such courts or the tribunals and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals.

18.16.2 The Borrower irrevocably waives any objection now or in future, to the laying of the venue of any suit, action or proceedings in the courts and tribunals at Bhubaneshwar and any claim that any such suit, action or proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any suit, action or proceedings brought in the courts and tribunals at Bhubaneshwar shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law.

18.16.3 Nothing contained in this Clause 18.16, shall limit any right of the Facility Agent or the Lenders to bring any suit or take action or proceedings in any other court or tribunal of competent jurisdiction in India, nor shall the bringing of any suit, taking of any action or proceedings in one or more jurisdictions preclude the bringing of any suit, taking of any action or proceedings in any other jurisdiction whether concurrently or not and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such court or tribunal.

18.16.4 The Borrower hereby consents generally in respect of any suit, action or proceedings arising out of or in connection with any Financing Document to the giving of any relief or the issue of any process in connection with such suit, action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such suit, action or proceedings.

18.16.5 To the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity.

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18.17 Survival

18.17.1 All indemnities set forth herein and the other Financing Documents shall survive the Final Settlement Date.

18.17.2 The obligations of the Borrower under the Financing Documents will not be affected by:

(a) any unenforceability, illegality or invalidity of any obligation of any Person under a Transaction Document; or

(b) the breach, frustration or non-fulfilment of any provisions of, or claim arising out of or in connection with a Transaction Document.

18.18 Disclosure

The Borrower hereby agrees that the Facility Agent, the Lenders and the Security Trustee may disclose any information in respect of:

(a) the Borrower,

(b) the Project;

(c) any of the Transaction Documents;

(d) the Rupee Facility or any other credit facility availed / to be availed by the Borrower from the Lenders;

(e) obligations assumed / to be assumed by the Borrower in relation to the Rupee Facility; and

(f) Events of Default, if any, under the Financing Documents;

to any of its Affiliates, agents and representatives or to any Person with whom it intends to enter, or has entered into any kind of transfer, participation or other agreement or transactions in relation to this Agreement, the Transaction Documents, the Project, the Borrower or otherwise, provided that if any such information contains any Confidential Information then such disclosing party shall ensure that its disclosee executes a non-disclosure agreement with the disclosing party.

Except as provided in this Clause 18.18, the Secured Parties agree to keep all Confidential Information made available (whether before or after the date of this Agreement) by the Borrower, or on its behalf, to such Secured Party concerning the Borrower or the Project, confidential and not to communicate any such Confidential Information, or allow any such Confidential Information to be communicated to any third party. Provided however that the Secured Parties may disclose all information pertaining to the Borrower, the Project, the Sponsor, the Transaction Documents, the Rupee Facility and other facilities availed by the Borrower, obligations of the Borrower in relation to the Rupee Facility and Events of Default, if any, under the Financing Documents, including all Confidential Information:

(a) in connection with any proceedings arising out of or in connection with this Agreement or the other Financing Documents to the extent that such Secured Party may consider it necessary to protect its interest or the interests of the Secured Party or any of them; or

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(b) if required to do so by an order of a court of competent jurisdiction whether or not in pursuance of any procedure for discovering documents; or

(c) if the Borrower commits a default in payment or repayment of the principal amount of any Rupee Facility, or interest thereon or in respect of other monies, or utilises any Rupee Facility other than for the purposes specified in the Financing Documents without the prior written consent of the Lenders, in which event each of the Lenders may disclose details of the Borrower, the default and other matters pertaining to the Rupee Facility to RBI / CIBIL and/or statutory bodies and the Lenders, the RBI, the CIBIL /appropriate bodies shall have an unqualified right to disclose or publish the details of the default and the name of the Borrower and its directors as defaulters in such manner and through such medium as any of the Lenders, and/or RBI and/or the CIBIL or such other body in their absolute discretion may think fit; or

(d) pursuant to any Applicable Law in accordance with which such Person is required to act; or

(e) to its Statutory Auditors for the purposes of enabling the Statutory Auditors to complete an audit of such Lender, or the Facility Agent or to its legal advisers when seeking legal advice in connection with the Transaction Documents or any of their obligations therein; or

(f) to the LIE or other adviser / consultant / agency appointed by the Lenders to the extent necessary to enable such consultant or adviser to give the advice required by the Lenders; or

(g) in circumstances where the relevant Information has been published or announced by the Borrower in conditions free from confidentiality or has otherwise entered the public domain without default on the part of the disclosing party;

(h) the Information was obtained by such Lender or the Facility Agent free from confidentiality from an independent or third party source.

Notwithstanding the foregoing provisions of this Clause 18.18,

(a) the Lenders, or the Facility Agent may make public announcements or place advertisements in relation to the Project or the financing of the Project with the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed; and

(b) any Lender shall, as such Lender may deem appropriate and necessary, be entitled to disclose all or any such:

(i) information and data relating to the Borrower;

(ii) information or data relating to its Rupee Facility;

(iii) obligations assumed / to be assumed by the Borrower in relation to its Rupee Facility; and

(iv) default, if any, committed by the Borrower in discharge of the aforesaid obligations,

to Credit Information Bureau (India) Limited (“CIBIL”) and any other agency authorised in this behalf by RBI;

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(c) CIBIL and any other agency so authorised may use, process the aforesaid information and data disclosed by any Lender in the manner as deemed fit by them; and

(d) CIBIL and any other agency so authorised may furnish for consideration, the processed information and data or products thereof prepared by them, to banks / financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf.

In this Clause 18.18, the term “Confidential Information” shall mean any non-public information provided by the Borrower, clearly marked as “Confidential” and pertaining to the Project or the Borrower whether such information is in the form of presentations, reports, analyses, documents, agreements, contracts or writings.

18.19 Taxes

18.19.1 Taxes and Net Payments

(a) All payments to be made by the Borrower to the Secured Parties under the Financing Documents shall be made free and clear of and without deduction for or on account of Taxes. The Borrower is only allowed to make such a payment subject to the tax deduction at source on the net income of the Secured Parties if such deduction is required by law and provided that the Borrower delivers to the Secured Parties tax withholding or tax deduction certificates in respect of such withholding or deduction, evidencing that such deducted taxes or withholdings have been duly remitted to the appropriate authority.

(b) In the event that the Borrower is required to make any other deduction or withholding (other than as mentioned in (a) above with reference to the income of the Secured Parties), the sum payable by the Borrower in respect of which such deduction or withholding is made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, such Secured Party receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

18.19.2 Tax Indemnity

Without prejudice to the provisions of Clause 18.19.1, if any Secured Party or the Facility Agent on its behalf is required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid to and received by its Lending Office by the jurisdiction in which it is incorporated or in which its Lending Office is located) or otherwise on or in relation to any sum received or receivable hereunder by such Secured Party on its behalf (including, without limitation, any sum received or receivable under this Clause 18.19 hereof) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Secured Party on its behalf, the Borrower shall, upon demand of such Secured Party, promptly indemnify such Secured Party against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

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18.19.3 Notification by the Lenders

The Lenders intending to make a claim under Clause 18.19.2 hereof shall promptly notify the Facility Agent after becoming aware of the circumstances by which it is entitled to do so and shall deliver to the Facility Agent a certificate setting out in reasonable detail the basis of such claim, whereupon the Facility Agent shall promptly, and in any event within 10 (ten) Business Days from the date on which it receives such certificate, notify the Borrower thereof and shall deliver to the Borrower a copy of such certificate.

18.19.4 Notification by Borrower

If at any time, the Borrower is required by law to make any deduction or withholding from any sum payable hereunder (or if thereafter there is any change in the rates at which or the manner in which such deductions and withholdings are calculated) the Borrower shall as soon as practicable notify the Secured Parties thereof.

18.19.5 Receipt

The Borrower shall deliver to the Secured Parties within 10 (ten) Business Days of receipt (or such other period as the Secured Parties may agree) a copy of the receipt, if any, issued by the applicable taxation or other authority evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment or (if the Borrower fails to provide a copy of such receipt) such other evidence as may be requested by the Secured Party to whom such payment is made.

18.20 Favourable Terms

The Borrower hereby agrees and confirms that in case any other Lender stipulates terms and conditions more favourable to such person in relation to the Rupee Facility to be provided by it than the terms and conditions specified in the Financing Documents, or imposes any conditions not included herein, such terms and conditions shall, upon consultation with the other Lenders/Borrower, apply to the Rupee Facility as if the Borrower had specifically agreed to such terms and conditions, which terms and conditions shall be deemed to have been expressly incorporated herein. The Borrower shall forthwith intimate the other Lenders of such favourable terms and conditions.

18.21 Counterparts

This Agreement and the other Financing Documents may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Financing Document.

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19. FACILITY AGENT

19.1 Appointment of Facility Agent

(a) The Lenders hereby appoint and constitute State Bank of India as the Facility Agent, for the purposes and provisions set forth in this Agreement and the other Financing Documents, to act as the Facility Agent in connection herewith and therewith and specifically authorise the Facility Agent to exercise such rights, powers, authorities and discretions, as are specifically delegated to the Facility Agent by the terms hereof or thereof, together with all such rights, powers, duties, responsibilities and discretions as are reasonably incidental hereto or thereto.

(b) The Facility Agent accepts such appointment and hereby agrees to act as the Facility Agent for the Lenders, for the purposes and on the terms and conditions set forth under this Agreement and in the other Financing Documents and on the remuneration as mentioned in Clause 19.6.2 hereof.

(c) The Borrower acknowledges the appointment of the Facility Agent by the Lenders and further acknowledges that the Facility Agent is authorised by each Lender to perform the duties and exercise such rights, powers and discretions as are delegated to it, or as may be specifically authorised by the Lenders from time to time, under this Agreement, other Financing Documents, and those which are reasonably incidental thereto. Notwithstanding the foregoing, the Facility Agent shall have no obligation or duty as agent, to perform duties or exercise any rights, powers or discretions which are not set out expressly in the Financing Documents, or are not in accordance with the instructions of the Lenders.

19.2 Authority to execute and perform various documents

(a) The Lenders hereby authorise and request the Facility Agent, and the Facility Agent hereby agrees, (but only upon the express terms of Financing Documents to which it is a party), for the benefit of the Lenders:

(i) to execute and deliver the Financing Documents requiring execution and delivery by the Facility Agent, and to accept delivery from the Lenders, the Borrower and the Sponsor of the Financing Documents;

(ii) to execute and deliver all other documents, agreements, instruments, amendments, certificates, consents, approvals and permissions contemplated by the Financing Documents, to be executed and/or delivered by the Facility Agent;

(iii) to receive and distribute relevant notices and instructions received by it in accordance with the express terms of this Agreement and of any other Financing Document;

(iv) except as may otherwise be requested by any Lender, to take all actions as shall be required to be taken by the Facility Agent by and subject to the terms and provisions of the Financing Documents, to exercise its rights and perform its duties and obligations under each of the documents, agreements, instruments, amendments, certificates, permissions and consents referred to in sub-clauses (i) and (ii) of this Clause 19.2(a) above, as set forth in such documents, agreements, instruments, certificates, permissions and consents; and

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(v) subject to the Financing Documents, to take such other action as may be necessary or appropriate or upon instructions of the Lenders.

(vi) to execute on behalf of the Lenders, any Deed of Accession, Novation Notice, supplemental agreements and any other deeds or documents as may be required for the inclusion of a New Lender or in relation to the transfer of any Lender’s Rupee Commitment or any New Lender’s New Commitment, without any further act or deed being required to be done by any of the Lenders, provided that the execution of such Deed of Accession, Novation Notice or other deed/ document does not modify any of the terms and conditions of any Financing Document.

(b) The Facility Agent shall not:

(i) be a trustee for the Lenders or the Borrower; and shall have no (a) duties or responsibilities except those pursuant to the Financing Documents; (b) fiduciary relationship with any of the Lenders; and (c) fiduciary relationship with, nor any obligation as an agent towards, the Borrower and/or the Sponsor;

(ii) be required to take any action which is contrary to any Transaction Document or Applicable Law.

(iii) be required to commence any legal action or expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties or in the exercise of any rights or powers under this Agreement or any other Financing Document to which it is a party, unless it has been indemnified and assured (to its reasonable satisfaction) of reimbursement or provided with requisite funds as reasonably requested by it;

(iv) be responsible to the Secured Parties for any statements, representations or warranties made by the Sponsor contained in this Agreement or any other Financing Document, or in any certificate or other document referred to or provided for, or for any failure by the Sponsor to perform its obligations under any Financing Document;

(v) be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in connection with any Financing Document, except for its own gross negligence or wilful default as determined in a final judgment by a court of competent jurisdiction;

(vi) be responsible for the negligence or misconduct of any sub-agent (if appointed with the prior consent of the Lenders), counsel, consultants, accountants and attorney that it selects with reasonable care.

(vii) be responsible for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any counsel (including counsel for the Borrower), accountants, or other skilled Persons appointed by it and not contrary to this Agreement;

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(viii) be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or other Financing Documents;

(ix) have a duty to suo moto (except as otherwise agreed to in the Financing Documents) ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Financing Documents on the part of the Borrower or the Lenders to inspect the property (including the records and books) of the Borrower, provided however that, the Facility Agent may at its discretion and in compliance with the Financing Documents undertake such actions.

(c) In acting as the Facility Agent under the terms and subject to the conditions hereof, the Facility Agent’s duties, obligations and responsibilities to act are limited to the duties and authorities specifically provided in the Financing Documents and as per the instructions of the Lenders. The Facility Agent shall be fully protected in acting or refraining from acting in accordance with the instructions of the Lenders, and such instructions and any actions taken by the Facility Agent pursuant to the instructions shall be binding on all or any of the Lenders.

(d) Any amounts if received by the Facility Agent on behalf of the Lenders, shall be held on behalf of and in trust for the Lenders and the Facility Agent shall distribute (or if required by the Lenders, handover the same to the Security Trustee for distribution) / cause distribution of the same to the Lenders in proportion to the Outstanding dues owed to each of the Lenders in accordance with the provisions of the Financing Documents.

19.3 Relationship between the Facility Agent and the Borrower

The Facility Agent shall not in any respect be an agent of the Borrower or the Sponsor.

19.4 Delegation

The Facility Agent may engage such legal counsel, attorneys-in-fact, independent accountants and other experts or professionals as it reasonably deems necessary to the execution of its duties.

19.5 Duties and Powers of the Facility Agent

19.5.1 (a) The Facility Agent shall as an agent of the Lenders undertake in addition to all its other duties and obligations and enjoy in addition to all its other rights and privileges, the following duties, obligations, rights and privileges in each case, whether contained here or in any other Financing Document.

(i) The Facility Agent is authorized to accept all agreements, undertakings, statements, submissions, correspondence, etc. from the Borrower for and on behalf of each of the Lenders.

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(ii) General Duties: The Facility Agent shall act so as to facilitate the Borrower in dealing with the Lenders and vice versa, and act in accordance with the terms of the Financing Documents and specific and lawful instructions, if any, given by the Lenders or any of them with regard to any of its duties undertaken under this Agreement or the other Financing Documents.

(iii) Supervision, etc. of Project: The Facility Agent shall-periodically forward to the Lenders the reports as are received by the Facility Agent in connection with the Financing Documents and/or the Project as also balance confirmation in relation to this Agreement. The Facility Agent may also review, on the instructions of the Lenders, the status of the Borrower and the Project from time to time in such a manner as it may deem fit and report the same to the Lenders in accordance with the Financing Documents. Any action so taken by the Facility Agent in accordance the Financing Documents shall be binding on the Lenders.

(iv) Waivers, consents etc: Subject to the terms of the Financing Documents the Facility Agent may, from time to time, on behalf of the Lenders, receive and deal with any request or proposal for waiver, consent, approval, authorization, modification, relaxation or other indulgence sought by the Borrower or the Sponsor required and/or requested in terms thereof. Provided that the Facility Agent shall get the consent of Lenders or the Lender concerned as the case may be on any matter relating to (i) waiver or modification of any condition precedent to Disbursement(s), (ii) modification in any of the financial terms and conditions, (iii) waiver of any material default, (iv) reschedulement or postponement of repayments, (v) prepayment of the amounts outstanding otherwise than stipulated.

(v) As to any matters not expressly provided for herein or in any other Financing Document, or as to the giving of any consents, decisions or waivers or the making of any requests including the amendment of this Agreement, the Facility Agent shall comply with the provisions of the Inter- creditor Agreement.

(vi) The Facility Agent may interact with, give instructions to and/or otherwise deal with the LLC, LIE, LIA and/or any other consultants and advisors appointed by the Lenders or on their behalf, from time to time and may settle all queries, issues and/or claims of such LLC, LIE, LIA and/or any other consultants and advisors at its discretion.

(vii) The Facility Agent shall receive requests made by the Borrower for Disbursements, review Construction Budget and Operation Budget as approved by the Lenders and compliance with the Conditions Precedent to Disbursements, if any, and advise the Lenders regarding the same (provided that the final decisions regarding the Borrower’s requests and the eventual Disbursements shall, however, be made by the Lender concerned.

(viii) The Facility Agent shall convene, where necessary, meetings of the Lenders to facilitate decisions on matters giving rise to or arising on account of recall of the Rupee Loans and to initiate steps to implement the decisions taken at such meetings if so instructed by the Lenders.

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(ix) The Facility Agent shall deal with (where required or deemed necessary in consultation with the Lenders) any request for consent, permission, approval, authorisation or clarification, sought by the DSRA Account Bank.

(x) The Facility Agent shall deal with any request for consent, permission, approval, authorisation or clarification, sought by the Security Trustee after obtaining the consent of the Lenders to such request.

(xi) The Facility Agent shall supervise and monitor the implementation of the Project by the Borrower through consultants/agents and may call for such information from the LIE as may be considered necessary to satisfy itself that the Project is being implemented by the Borrower in conformity with the relevant provisions of the EPC contract.

(xii) The Facility Agent shall inform the Lenders in case of any Project Cost Overrun and delay, if any, on the basis of the report of LIE, in the implementation of the Project in accordance with the Project Schedule.

(xiii) The Facility Agent shall convene a meeting of the Lenders and in consultation with the Lenders and suggest the remedial actions and/or steps which the Borrower shall take.

(xiv) The Facility Agent shall receive and review from time to time, the reports, statements including financial statements and any information required to be submitted by the Borrower to the Lenders (and the Facility Agent) pursuant to this Agreement and to advise the Lenders of any material change in the status of the Borrower or the Project.

(xv) The Facility Agent shall generally, facilitate the Borrower in dealing with the Lenders and vice versa, coordinate the meetings of and consideration of issues or matters by the Lenders where required or necessary, facilitate the effective functioning of the DSRA Account Bank and the Security Trustee by providing timely and appropriate advice, instructions and act in accordance with specific and lawful instructions, if any, given by the Lenders or any of them with regard to any of its duties undertaken under this Agreement.

(b) Notwithstanding anything contained in any Financing Document, the Lenders agree and acknowledge that the Facility Agent shall not be required to do or refrain from doing any act, which may in its opinion (acting reasonably) cause it to be in breach of Applicable Law.

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(c) The Facility Agent shall not be required to take or refrain from taking any action under any Financing Document if the Facility Agent shall reasonably determine based on opinion obtained from legal counsel that such action is likely to result in personal liability, unless the Facility Agent shall have been indemnified and kept indemnified by the Lenders or any other Person, in a manner and form reasonably satisfactory to the Facility Agent, against any liability, fees, cost or expense (including reasonable attorneys’ fees and expenses) which may be incurred or charged in connection therewith, other than such as may result from the wilful misconduct or gross negligence (as determined in a final judgment by a court of competent jurisdiction) of the Facility Agent; and if the Lenders have by written instructions directed the Facility Agent to take or refrain from taking any action under the Financing Documents and the Facility Agent makes a reasonable determination based on opinion obtained from legal counsel that such action is likely to result in personal liability and requests for indemnification, the Lenders agree to furnish such indemnity by a written undertaking of indemnification. To the extent that any Lender so indemnifies the Facility Agent such Lender shall be entitled to an equivalent indemnity from the Borrower.

(d) Unless otherwise provided, the Facility Agent shall act only in accordance with the instruction of the Lenders, and in accordance with the provisions of this Agreement and the other Financing Documents. The instructions of the Lenders and any actions taken by the Facility Agent pursuant to those instructions shall be binding upon all the Lenders.

19.5.2 Notice of Events

(a) The Facility Agent (i) shall not be deemed to have knowledge or notice as to whether or not an Event of Default or Potential Event of Default has occurred; and (ii) shall be entitled to assume that no Event of Default or Potential Event of Default has occurred; provided however that without prejudice to the aforesaid the Facility Agent is entitled at its discretion to determine whether an Event of Default or Potential Event of Default has occurred.

However, if the Facility Agent receives notice from the Borrower, Sponsor or any of the Secured Parties describing an Event of Default or a Potential Event of Default, and stating that the event is an Event of Default or such Potential Event of Default, or on its own determines the occurrence of an Event of Default or such Potential Event of Default it shall promptly notify the Secured Parties and the Borrower. The Facility Agent shall take such action with respect to such an event, which with the lapse of time or giving of notice, unless cured prior to such lapse of time or giving of notice, would constitute an Event of Default or Event of Default as shall be instructed by the Lenders in accordance with the Financing Documents, provided that, unless and until the Facility Agent shall have received such instructions or notice, it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Event of Default or Event of Default, as it shall deem advisable in the interests of the Lenders, except to the extent that the Financing Documents expressly require that such action be taken, or not taken, only with the consent or upon the authorization of the Lenders.

(b) Except as set forth in the Financing Documents, the Facility Agent shall have no obligation to take any action to advise the Borrower of any amounts which may become due and payable to the Secured Parties.

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19.5.3 No Liability

(a) The Parties agree that the Facility Agent, in its capacity as Facility Agent, shall not be liable to any Lender for any amounts payable by the Borrower or Sponsor under the Financing Documents.

(b) No Party may take any proceedings against any officer or employee of the Facility Agent in respect of any claim it might have against the Facility Agent, or in respect of any act or omission of any kind by the Facility Agent or that officer or employee in relation to the Financing Documents.

(c) The Facility Agent shall not be liable to the Borrower and/or the Sponsor for any breach by any other Secured Party, or be liable to any other Secured Party, for any breach by the Borrower or the Sponsor.

(d) The maximum liability of the Facility Agent under this Agreement and the other Financing Documents shall not exceed the amount of the fees payable to it for acting as Facility Agent.

19.5.4 Not Acting in Individual Capacity

Except as expressly provided in the Financing Documents, in accepting the notices, certificates, documents, reports, consents or information, the Facility Agent acts solely as an agent for the Lenders hereunder and not in its individual capacity, and any Person having any claim against the Facility Agent by reason of the transactions contemplated by the Financing Documents shall look only to the Financing Documents for payment or satisfaction thereof, other than as result of its wilful misconduct or gross negligence (as determined in a final judgment by a court of competent jurisdiction).

19.5.5 Furnishing of Documents

The Facility Agent will, as soon as practicable, furnish to the Lenders copies of relevant reports, notices, requests, demands, orders, waivers, approvals, consents, opinions, certificates, financial statements and any other information, deeds, documents, agreements, instruments or writings furnished to the Facility Agent, in its capacity as the Facility Agent, in connection with any of the Financing Documents unless by the express terms and provisions of any Financing Document, a copy of the same is required to be furnished by some other Person directly to the Lenders. The Facility Agent shall receive and furnish to the Lenders, promptly upon receipt thereof, from the Borrower or any other person, in its capacity as the Facility Agent, all information and duplicates or copies of all records, notices, requests, demands, orders, waivers, approvals, consents, opinions, financial statements and any other documents, whatsoever, furnished to or received by the Facility Agent.

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19.5.6 Records

Except as otherwise provided in this herein, the Facility Agent shall be responsible for keeping all records relating to the receipt of the notices, certificates, documents, reports, consents, permissions or information which it may receive under any of the Financing Documents. Subject to the terms of the Financing Documents, the Facility Agent, upon request, shall furnish to the Lenders all such information as may be reasonably required from the Facility Agent.

19.5.7 No duty to provide information

Except as required herein or any other Financing Document, the Facility Agent does not have a duty either initially or on a continuing basis to provide any Party with any credit or other information concerning the financial condition or affairs of the Borrower or the Sponsor, whether coming into its possession before, on or after the date of this Agreement.

19.5.8 Reliance

(a) Save as expressly provided in the Financing Documents, the Facility Agent shall not be responsible for or have any duty to ascertain, inquire into, verify or investigate nor incur liability to any of the Borrower, the Sponsor, the Secured Parties or any other party to the Financing Documents for or in respect of any action taken, omitted or suffered by it in relying on:

(i) any statement, warranty or representation made by the Borrower, the Sponsor or any Secured Party in connection with any Transaction Document or any payment thereunder or in connection with the transactions contemplated thereby;

(ii) the validity, effectiveness or genuineness of the Transaction Documents;

(iii) any certificate, communication, report, notice, request, instruction, consent, order or other paper or document (including any telecopy or telex), or telephone message or conversation in relation to or received by it any Financing Document and believed by it to be genuine and correct and to have been signed or sent or made by or on behalf of the proper Person or Persons, or with the authority of, the proper Person or Persons; and

(iv) any advice and statements made by a director, legal counsel, independent auditors and other experts or employees of any Person (including any professional advisors in its own employ and those appointed by other parties to any of the Financing Documents). regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(v) save as expressly provided in the Financing Documents, may accept a certified copy of a resolution of the board of directors or other governing body of any corporate Person as conclusive evidence that such resolution has been duly adopted by such body and the same is in full force and effect.

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(vi) As to any fact or matter, the manner of ascertainment of which is not specifically prescribed herein, the Facility Agent may, unless otherwise instructed by the Lenders, for all purposes hereof rely on a certificate from an Authorised Officer of the relevant Person, as to such fact or matter, and such certificate shall constitute full protection to the Facility Agent for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) The Facility Agent shall be entitled to:

(i) assume the accuracy of all addresses of the Borrower, the Sponsor and the Secured Parties, set forth in the Financing Documents;

(ii) assume that each Lender is lending out of its Lending Office; and

(iii) treat each Lender as a Lender; until notified in writing of any change thereto in accordance with the terms thereof.

19.5.9 Exoneration of the Facility Agent

The Facility Agent shall not have any obligation for the execution, delivery, validity, enforceability, effectiveness or admissibility in evidence of any of the Financing Documents or any other document.

The Facility Agent shall not:

(a) have any obligation to disclose to any person any information relating to the Borrower if such disclosure might, in the Facility Agent’s opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person or breach any confidentiality provision in this Agreement or the relevant Financing Documents or imposed upon financial institutions generally;

(b) have any obligation to review any document supplied by the Borrower or the Secured Parties or check the accuracy of such a document or have any responsibility for the accuracy or completeness of any information supplied by the Borrower unless it is required to do so pursuant to the Financing Documents;

(c) have any obligation for the execution, delivery, validity, enforceability, effectiveness or admissibility in evidence of this Agreement or any of the Financing Documents or any other document;

(d) have any responsibility on account of the failure of the Borrower to perform any of its obligations under this Agreement or any of the Financing Documents;

(e) have any responsibility for any action taken or not taken by it under or in connection with this Agreement or any of the Financing Documents (other than for its gross negligence, default, fraud, bad faith or wilful misconduct as determined in a final judgment by a court of competent jurisdiction); and

(f) have any obligation to take any action, or refrain from taking any action, which it considers to be unlawful in any jurisdiction to which it is subject or which renders it liable to any person.

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19.5.10 Other Powers of the Facility Agent

(a) If the Facility Agent is also a Lender, the Facility Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise those rights and powers as though it were not the Facility Agent.

(b) The Facility Agent may:

(i) carry on any business with the Borrower and/ or Sponsor and their Affiliates;

(ii) act as agent or trustee for, or in relation to any unrelated financing involving the Borrower and/ or the Sponsor or its Affiliates; and

(iii) retain any profits or remuneration in connection with its activities under the Transaction Documents or in relation to any of the foregoing.

19.6 Indemnification, Compensation and Expenses of the Facility Agent

19.6.1 Indemnification

(a) The Borrower undertakes to indemnify and keep indemnified the Facility Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever-that may be imposed on, incurred by, or asserted against the Facility Agent in any way in connection with or arising out of the negotiation, preservation or enforcement of any rights under, or in carrying out its duties and obligations under, the Financing Documents or the transactions contemplated in the Financing Documents or any action taken or omitted by the Facility Agent under any Financing Document, including any and all out-of- pocket expenses, the costs and expenses of counsel and of any other experts, which the Facility Agent may incur in connection with the administration or enforcement of this any of the Financing Documents, including such expenses as are incurred in the exercise by the Facility Agent of any of the rights conferred upon it hereunder or under any other Financing Document.

(b) Each Lender agrees to indemnify the Facility Agent rateably according to its proportion of their respective Commitments (to the extent not indemnified by the Borrower within a reasonable time after demand therefor by the Facility Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursement of any kind or nature whatsoever, that may be imposed on, incurred by, or asserted against the Facility Agent in any way relating to or arising out its acting as Facility Agent under any Financing Document or any action taken or omitted by the Facility Agent under any Financing Document, including, any and reasonable out-of-pocket expenses, including the reasonable costs and

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expenses of counsel and of any other experts, which the Facility Agent may incur in connection with the performance under any of the Financing Documents, the exercise by the Facility Agent of any of the rights conferred upon it hereunder or under any other Financing Document, provided however that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are found in a final judgment by a court of competent jurisdiction to have resulted from the Facility Agent’s gross negligence or willful misconduct.

(c) The Borrower shall forthwith on demand reimburse each of the Lenders for any payment made by it under or pursuant to Clause 19.6.1(b) above upon written notice from such Lender, setting out details of such payment.

19.6.2 Compensation and Expenses

In consideration of the services to be rendered by the Facility Agent, the Borrower shall pay to the Facility Agent the fees set out in the Fee Letter.

19.6.3 No Rights to Other Parties

Nothing in Clause 19, whether express or implied, shall be construed to give to any Person other than the Facility Agent, the Security Trustee and the Lenders any legal or equitable right, remedy or claim under or in respect of this Agreement. The provisions of this Agreement are for the benefit of the Lenders, the Security Trustee and the Facility Agent only.

19.7 Duration

The Facility Agent agrees to act as the Facility Agent hereunder until the earlier of (i) the effectiveness of the appointment of any successor Facility Agent hereunder, or (ii) the Final Settlement Date.

19.8 Resignation/Termination of Facility Agent and Appointment of successor Facility Agent

19.8.1 Resignation

(a) The Facility Agent may resign at any time without assigning any reason therefor, by giving not less than 30 (thirty) Business Days prior written notice to that effect to all the Lenders and the Borrower; provided, however, that no such resignation shall be effective until a successor to the Facility Agent is appointed in accordance with Clause 19.8.1(b).

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(b) If the Facility Agent gives notice of its resignation pursuant to Clause 19.8.1 (a) above, then the Lenders shall appoint any one from amongst them as a successor to the Facility Agent within the said 30 (thirty) Business Days notice period as provided in Clause 1 9.8.1 (a) above; and if no Lender is willing to act as a Facility Agent, then a Scheduled Commercial Bank operating in India shall be appointed as a Facility Agent, provided however, that if the Lenders do not appoint a successor within the said thirty (30) Business Day notice period, the outgoing Facility Agent may, with the prior approval of the Lender having the largest proportion of the total Outstandings (such approval not to be unreasonably withheld or delayed), appoint any reputable and experienced bank or financial institution which is a ‘bank’ or a financial institution’ within the meaning of Section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interests Act, 2002, as a successor Facility Agent.

19.8.2 Termination

(a) The appointment of the Facility Agent hereunder may be terminated at any time by the Lenders, without assigning any reason therefore; provided, however, that no such termination shall be effective until a successor to the Facility Agent is appointed in accordance with Clause 19.8.2(b) below. Notice of any termination of appointment of the Facility Agent shall also be forwarded to the Borrower.

(b) If the appointment of the Facility Agent, has been terminated, pursuant to Clause 19.8.2 (a) above then the Lenders shall appoint any one from amongst them as a successor to the Facility Agent; and if no Lender is willing to act as a Facility Agent, then a Scheduled Commercial Bank operating in India shall be appointed as a Facility Agent with consent of the Borrower, provided however, that if the Lenders do not appoint a successor within the said 30 (thirty) Business Day notice period, the outgoing Facility Agent may, with the prior approval of the Lender having the largest proportion of the total Outstandings (such approval not to be unreasonably withheld or delayed), appoint any reputable and experienced bank or financial institution which is a ‘bank’ or a financial institution’ within the meaning of Section 2 of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as a successor Facility Agent.

19.8.3 Transfer of Power

(a) On the written request of the Lenders, or of the successor Facility Agent, the Facility Agent ceasing to act shall, upon payment of all amounts then due to it, take all steps or actions as are required of it by the Lenders, including without limitation the execution and delivery of an instrument or instruments transferring and assigning to such successor Facility Agent all the rights and powers of the Facility Agent so ceasing to act and the delivery to the Lenders, of all documents, instruments, deeds etc. relating to its obligations under the Financing Documents.

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(b) Upon the acceptance of any appointment as such of the Facility Agent hereunder by a successor Facility Agent and upon the execution and filing or recording of such financing statements, or such other instruments or notices, as may be necessary or desirable, or as the Lenders may request, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the exiting Facility Agent as if it was originally named as the Facility Agent and the exiting Facility Agent shall be discharged from its duties and obligations under the Financing Documents. In no event shall the exiting Facility Agent be liable for the acts or omissions of any successor Facility Agent hereunder.

(c) Upon the resignation or termination becoming effective, this Agreement shall continue to benefit the exiting Facility Agent in respect of any action taken or not taken by it under or in connection with any of the Financing Documents while it was the Facility Agent, and without prejudice to any liability which the exiting Facility Agent may have incurred prior to such resignation or termination becoming effective, it shall have no further obligations under the Financing Documents.

(d) Upon the request of any such successor Facility Agent and/or the Lenders, the Borrower shall execute, file or register any and all required documents/deeds/instruments in writing in order to more fully and certainly vest in and confirm to such successor Facility Agent all such rights and powers.

19.8.4 Change of set up of the Facility Agent

Any corporation into which the Facility Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Facility Agent shall be a party, or any corporation succeeding to the Facility Agent’s rights or business, shall, subject to approval of the Lenders, be the successor of the Facility Agent with all rights, benefits, obligations and duties as were originally available and provided for to the transferor Facility Agent.

19.8.5 Compensation and Fee

(a) In the event of termination or resignation, the Facility Agent shall not have any right of compensation against the Lenders or the Borrower for any period or term as is abridged pursuant to its resignation or termination of appointment, provided that the existing Facility Agent shall be entitled to pro-rata fees out of the annual fees payable to it related to the actual period of its service as the Facility Agent, all the costs and expenses incurred prior to the date on which such termination or resignation takes effect as well as claims for any indemnification in accordance with and pursuant to the terms hereof.

(b) In the event of any dispute in relation to the outstanding dues of the exiting Facility Agent, the resignation or termination shall notwithstanding any such dispute, be effective and the Facility Agent’s right or remedy for recovery of such dues as are disputed, shall not be prejudiced by, or prevent or obstruct, the resignation or termination of appointment of the Facility Agent.

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19.9 Transfer or Assignment of Rights

(a) The Facility Agent shall not assign, transfer or novate all or any of its interest, rights, benefits and obligations hereunder without the prior written consent of the Lenders after consultation with the Borrower.

(b) If any of the Lenders assigns or transfers its rights under this Agreement in accordance with Clause 18.8 hereof, such Lenders shall, upon such assignment or transfer, be released and discharged without further act or formality whatsoever from the indemnification obligations imposed under Clause 18.6.1 hereof arising after such transfer date to the extent of the interest transferred, provided that notice of such assignment or transfer is furnished to the Facility Agent in accordance with Clause 18.8 hereof.

20. EXECUTION OF THE FINANCING DOCUMENTS

The Parties agree that each of the Financing Documents may be executed by the original Lenders named herein on several dates and such execution would be valid execution of such Financing Documents, provided however that each such Financing Document shall in relation to creating any form of obligation on the Secured Parties be deemed to have come into force and effect only on and from the date that the last of the persons (as noted in the execution pages hereof and thereof) executes such document and becomes a party to such document. Provided that the obligations of the Borrower vis-à-vis the other Parties hereof shall commence on and from the date each such other Party executes the relevant Financing Document. Provided however that any references in this Agreement and the other Financing Documents to the “date of this Agreement” shall mean the date when the first person executed this Agreement or such Financing Document.

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SCHEDULE I

(refer Recital D)

DETAILS OF LENDERS, RUPEE COMMITMENT, ETC.

PART A

Sr. No.	Names of the Rupee Lenders	Rupee Commitment (Rs in Crs)		LC Commitment (Rs in Cr) (as a sub-limit of the Rupee Commitment)		Interim Commitment (Rs. in Cr)		Whether Rupee Lender is identified as LC Lender	Whether Rupee Lender is identified as a Participating Lender
1.	State Bank of India		10,000		10,000		5,000	YES	YES

PART B

Issuing Bank	Issuing Bank Fronting LC Commitment (Rs in Cr)
State Bank of India		10,000

The above amount of Rs. 10,000 crores is the maximum amount of Issuing Bank Fronting LC Commitment; however at any time the maximum amount of LC which the Issuing Bank can be requested to issue shall not exceed the aggregate of the Remaining LC Commitments.

PART C

Sr. No.	Names of the Rupee Lenders	Base Rate			Spread			Interest Rate (Base Rate + Spread)
1.	State Bank of India		8.25	%		2.25	%		10.50	%

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FACILITY AGREEMENT

SCHEDULE II

(refer definition of Banking Base Case)

BANKING BASE CASE

A. Projected Profit and Loss Account

(Rs. Crores)

FY ending	Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
Total Project
Total Production of Aluminium (in MMT)		0.29		0.69		1.37		1.52		1.52		1.52		1.52		1.52		1.52		1.52		1.52
Net Sales of Aluminium		3095		7607		15876		18419		19252		20172		21031		21982		22976		24073		25100
Income from sale of electricity - outside		0		93		93		93		93		93		93		93		93		93		93
Total Operational Income		3095		7700		15969		18512		19345		20265		21124		22075		23069		24167		25193
Interest Income on Cash		3		0		69		26		30		31		31		30		33		37		49
Interest Income DSRA		0		0		20		38		41		50		59		65		69		72		36
Net Income		3098		7700		16058		18576		19416		20346		21214		22169		23171		24275		25277
Alumina Procured Internally		747		1294		1339		1391		1443		1502		1555		1615		1677		1746		1808
Alumina Purchased outside		70		687		3213		3932		4110		4306		4490		4693		4905		5138		5358
Inland transportation cost of alumina purchased		7		66		309		377		392		408		424		441		458		478		496
Other Raw Materials		260		683		1590		1856		1930		2012		2087		2170		2257		2353		2441
Cost of Power (CPP III)		904		1311		1136		1104		1108		1163		1165		1219		1225		1285		1288
Cost of Power (SEL)		0		507		3708		3758		3758		3766		3758		3758		3758		3766		3758
Cost of Power (state or outside utilities)		0		0		0		0		0		0		0		0		0		0		0
Overheads		211		378		793		897		930		968		1001		1040		1078		1123		1162
Freight & Handling Charges		67		125		130		135		141		147		152		158		164		171		178
CoP of Power sold outside		0		38		38		40		40		42		42		44		44		47		47
Repairs & Maintenance		98		200		215		222		222		222		222		222		222		222		222
Insurance		69		120		128		131		131		131		131		131		131		131		131

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FACILITY AGREEMENT

FY ending	Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
PBDIT		666		2291		3458		4734		5212		5679		6187		6678		7252		7814		8388
Depreciation		753		1049		1221		1218		1218		1218		1218		1218		1218		1218		1218
PBIT		-87		1242		2237		3516		3994		4460		4969		5460		6034		6596		7170
Interest
RTL-1		51		62		62		2		0		0		0		0		0		0		0
NCD		24		29		29		40		25		10		0		0		0		0		0
ECB-1		9		11		11		10		2		0		0		0		0		0		0
RTL-2		0		621		1067		1732		1695		1604		1448		1222		940		594		203
Sponsor Debt		0		0		0		0		0		0		0		0		0		0		0
Existing ST Facilities		720		383		0		0		0		0		0		0		0		0		0
Interest on Quasi Equity		0		0		0		774		774		774		774		774		774		774		774
Total Long Term Interest		803		1106		1169		2557		2495		2387		2221		1996		1714		1367		977
WC loan Interest		83		121		337		378		398		415		430		448		466		486		504
FERV on ECB Repayment		0		5		10		24		14		0		0		0		0		0		0
PBT		-973		10		721		557		1087		1658		2317		3016		3854		4742		5689
Current Tax		0		2		144		111		217		332		464		603		771		949		1138
Deferred Tax		0		2		144		111		217		332		322		337		372		401		230
Total Tax		0		4		288		223		435		663		786		940		1144		1350		1368
PAT		-973		6		432		334		652		994		1531		2075		2711		3392		4321

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FACILITY AGREEMENT

(B) Projected Cash Flow Statement

FY ending	Oct- 2010		Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
Cash Inflow
Equity		1954		0		0		0		0		0		0		0		0		0		0		0
Quasi Equity		6714		217		734		934		0		0		0		0		0		0		0		0
ST Facilities		12394		0		0		0		0		0		0		0		0		0		0		0
RTL-1		991		9		0		0		0		0		0		0		0		0		0		0
NCD		400		0		0		0		0		0		0		0		0		0		0		0
ECB-1		435		0		0		0		0		0		0		0		0		0		0		0
RTL-2				317		13270		2564		0		0		0		0		0		0		0		0
Sponsor Debt				0		0		0		0		0		0		0		0		0		0		0
Increase in WC loan				1252		1856		636		38		199		162		161		176		175		192		191
PAT				-973		6		432		334		652		994		1531		2075		2711		3392		4321
Depreciation				753		1049		1221		1218		1218		1218		1218		1218		1218		1218		1218
Deferred Tax				0		2		144		111		217		332		322		337		372		401		230
Change in investments				148		0		0		0		0		0		0		0		0		0		0
Short term Loan from Promoter to meet cash shortfall				800
Total Cash Inflow		22888		2522		16918		5932		1702		2286		2706		3232		3807		4476		5203		5959

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FACILITY AGREEMENT

FY ending	Oct- 2010		Mar- 2011		Mar- 2012			Mar- 2013			Mar- 2014			Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020			Mar- 2021
Cash Outflow
Capex (less Margin Money)		23318		301		1834			1739			0			0		0		0		0		0		0			0
Repayment of RTL-1				0		375			500			125			0		0		0		0		0		0			0
Repayment of NCD				0		0			0			133			133		133		0		0		0		0			0
Repayment of ECB-1				0		44			87			196			109		0		0		0		0		0			0
Repayment of RTL-2				0		0			0			162			565		1131		1777		2382		2907		3472			3755
Repayment of Sponsor Debt				0		0			0			0			0		0		0		0		0		0			0
Repayment of ST Facilities				111		12283			0			0			0		0		0		0		0		0			0
Increase in Net Current Assets				2002		2475			848			51			265		216		214		235		233		256			254
Repayment of short term loan from Promoters brought to meet the shortfall						800
Total Cash Outflow				2414		17811			3174			667			1073		1480		1991		2617		3140		3728			4009
Cash Surplus				108		(894	)		2,758			1,035			1,214		1,226		1,242		1,189		1,336		1,475			1,950
Opening Cash Balance				60		168			(725	)		1,360			2,354		3,331		4,334		5,367		6,403		7,560			8,951
Cash Available for DSRA				168		(725	)		2,033			2,395			3,568		4,557		5,576		6,556		7,739		9,035			10,901
Transfer to DSRA				—		—			575			(57	)		139		125		112		55		81		(14	)		(1,017	)
Cash Available after transfer to DSRA				168		(725	)		1,458			2,452			3,429		4,432		5,464		6,500		7,657		9,048			11,918
Dividend Payout - Equity				—		—			98			98			98		98		98		98		98		98			98
Closing Cash		60		168		-725			1360			2354			3331		4334		5367		6403		7560		8951			11820

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FACILITY AGREEMENT

C) Projected Balance Sheet

(Rs. Crores)

FY ending	Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
Liabilities
Equity (incl. premium)		1954		1954		1954		1954		1954		1954		1954		1954		1954		1954		1954
Quasi Equity		6931		7665		8599		8599		8599		8599		8599		8599		8599		8599		8599
Reserve & Surplus/P&L Debit		-1526		-1520		-1186		-949		-395		502		1935		3913		6526		9821		14044
Net Worth		7359		8099		9368		9604		10159		11055		12489		14466		17080		20374		24598
RTL - 1		1000		625		125		0		0		0		0		0		0		0		0
NCD		400		400		400		267		133		0		0		0		0		0		0
ECB -1		435		392		305		109		0		0		0		0		0		0		0
RTL - 2		317		13587		16150		15989		15424		14293		12517		10134		7227		3755		0
Total Long Term Debt from Banks/Flls		2152		15003		16980		16364		15557		14293		12517		10134		7227		3755		0
Sponsor Debt		0		0		0		0		0		0		0		0		0		0		0
ST Debt Facilities		12283		0		0		0		0		0		0		0		0		0		0
ECB from Welter for refinery expansion		2400		2400		2400		2400		1600		800		0		0		0		0		0
ECB from other group cos. for refinery expansion		1661		1661		1661		1661		1661		1661		1661		1661		1661		1661		1661

160

FACILITY AGREEMENT

FY ending	Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
New Sponsor Debt in replacement of Welter ECB		0		0		0		0		800		1600		2400		2400		2400		2400		2400
ECB from other group cos. for exp. not related to project		15		15		15		15		15		15		15		15		15		15		15
Sesa Goa Loan for exp. Not related to project		130		130		130		130		130		130		130		130		130		130		130
Total Debt		18641		19209		21186		20571		19763		18499		16723		14341		11433		7961		4206
Short Term Loan from Promoter brought to meet cash shortfall		800		0		0		0		0		0		0		0		0		0		0
WC Borrowings		1252		3109		3745		3783		3982		4145		4305		4482		4657		4849		5039
Deferred tax Liability		0		2		146		258		475		807		1129		1466		1838		2239		2469
Total Sources		28052		30419		34445		34216		34379		34506		34646		34755		35008		35423		36312
Assets
Gross Block		23619		25453		27192		27192		27192		27192		27192		27192		27192		27192		27192
Accumulated Depreciation		1611		2660		3882		5100		6318		7536		8754		9972		11190		12408		13626
Net Block		22008		22793		23310		22092		20874		19656		18438		17220		16002		14784		13566
CWIP for Refinery Expansion		4061		4061		4061		4061		4061		4061		4061		4061		4061		4061		4061
Expenditure incurred not related to project		145		145		145		145		145		145		145		145		145		145		145
Current Assets		1762		4440		5350		5394		5669		5896		6120		6367		6612		6881		7147
Current Liabilities		92		295		356		349		359		370		380		392		403		416		428

161

FACILITY AGREEMENT

FY ending	Mar- 2011		Mar- 2012		Mar- 2013		Mar- 2014		Mar- 2015		Mar- 2016		Mar- 2017		Mar- 2018		Mar- 2019		Mar- 2020		Mar- 2021
Net Current Assets		1669		4145		4993		5045		5310		5526		5740		5975		6209		6465		6719
DSRA		0		0		575		518		657		782		894		950		1031		1017		0
Cash		168		-725		1360		2354		3331		4334		5367		6403		7560		8951		11820
Total Uses		28052		30419		34445		34216		34379		34505		34645		34754		35008		35423		36312

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SCHEDULE III

(refer definition of Clearances)

LIST OF CLEARANCES

A. Clearances required in relation to Lanjigarh Refinery

S. No.	Unit	Description	Authority	Details of Status
1	Refinery project	Pollution Control	State Pollution Control Board, Orissa	Consent to Establish and Operate is obtained for 1 MTPA refinery and CGPP of 75 MW.
2	Refinery Project	Environmental clearance	Ministry of Environment and Forests	Approval is obtained for 1 MTPA and CGPP of 75 MW.
3	75 MW CGPP	NOC for height of chimney (146 m above ground level)	Airports Authority of India	Approval obtained.
4	Refinery Project	Clearance to construct Airstrip at Lanjigarh	Airports Authority of India	Clearance Obtained.
5	1 MTPA Refinery and 75 MW CGPP	Drawal of water from River Tel	Water Department, GOO	The approval for drawal of water of around 56,500 cubic meter per day (12.72 MGD) from Tel river has been obtained, keeping in view the entire water requirement of 5 MTPA refinery and 300 MW CGPP. Hence, this will be sufficient to meet the water requirement of 1 MTPA refinery and 75 MW CGPP.
6	1 MTPA Refinery	Railway Transport Clearance	Ministry of Railways	Rail Transport Clearance has been obtained from GOI, Ministry of Railways for inward transportation of coal, caustic soda and fuel oil and outward transportation of alumina for its 1 MTPA refinery and 75 MW CGPP.
7	1 MTPA Refinery	Laying of Railway Sidings	Ministry of Railways	Approval for laying down the railway sidings from plant site to the nearest railway station is received from Indian Railways (East Coast Railway).
8	Refinery Project	No objection certificate	Sarpanch of Lanjigarh Gram Panchayat	No objection certificate is obtained, in construction of Refinery, conveyor belt, mines road, office-cum staff colony, rehabilitation colony, etc

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FACILITY AGREEMENT

B. Clearances required in relation to Jharsuguda Smelter

S. No.	Unit	Description of Type of Clearance/ Approval	Authority	Status
1	Jharsuguda Smelter project	Pollution Control	State Pollution Control Board, Orissa	Consent to Establish - Obtained for 1.60 MTPA smelter capacity and 1,215 MW CPP. Earlier Consent to Operate was obtained for 0.25 MTPA smelter and 675 MW CPP in 2009 (5 Units of 135 MW each). Now in February 2011, the Borrower has also obtained consent to operate for balance 0.25 MTPA smelter and 540 MW CPP (4 units of 135 MW each). Hence, the Borrower has now got the consent to operate for entire Jharsuguda Phase I (smelter) of 0.50 MTPA and 1215 MW CPP (9 units x 135 MW). Recently, the Borrower has also signed MoU with the GOO on December 31, 2010 for the expansion of smelter from 0.25 MTPA to 1.6 MTPA. As mentioned above, the consent to operate is already obtained for 0.5 MTPA smelter. For expansion of smelter capacity from 0.50 MTPA to 1.6 MTPA, the Borrower would apply to State Pollution Control Board for consent to operate when the construction is nearing completion.
2	0.50 MTPA and 1.10 MTPA Smelter	Environmental Clearance	Ministry of Environment and Forests	Approval obtained for 1.6 MTPA smelter capacity.
3	1215 MW CPP	Environmental Clearance	Ministry of Environment and Forests	Approval obtained.

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FACILITY AGREEMENT

S. No.	Unit	Description of Type of Clearance/ Approval	Authority	Status
4	Jharsuguda smelter project	Permission for drawal of water	Department of Water Resources, GOO	Approval for 30 MGD of water (which is equivalent to 1,34,285 cubic meter per day of water) has been obtained, which is sufficient to meet the entire water requirement of 1.6 MTPA smelter and 1215 MW CPP.
5	1215 MW CPP	Grid connectivity	Orissa Power Transmission Corporation Limited	Connection agreement has been executed for the first 5 units of 135 MW each with Orissa Power Transmission Corporation Limited to use their transmission system. The agreement for balance 4 units of 135 MW each will be entered subsequently as and when required.
6	Jharsuguda smelter project	Railway Traffic Clearance	Ministry of Railways	Approval has been obtained for inward and outward transportation of goods of aluminium for its 0.5 MTPA smelter and 1,215 MW CPP. The Borrower is in the process of applying for balance capacity of 1.1 MTPA smelter.
7	Jharsuguda smelter project	Laying of Railway Sidings	Ministry of Railways	Approval for laying down the railway sidings from plant site to the nearest railway station is received from Indian Railways (East Coast Railway).
8	1215 MW CPP	Stack height clearance	Airport Authority of India	Approval obtained.

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FACILITY AGREEMENT

SCHEDULE IV

(refer definition of Financing Documents)

LIST OF FINANCING DOCUMENTS

1. Facility Agreement

2. Sponsor Support Agreement

3. Security Trustee Agreement

4. Intercreditor Agreement

5. Borrower’s confirmation to Intercreditor Agreement

6. Unattested Deed of hypothecation

7. Power of attorney to create security

8. Indenture / deed of mortgage

9. Fee letters

10. Novation notices/ letters

11. Deeds of Accession

12. Amendment documents if any to Financing Documents.

13. Any other agreement / document designated as a Financing Document by the Facility Agent from time to time.

166

FACILITY AGREEMENT

SCHEDULE V

(refer definition of Repayment Schedule)

REPAYMENT SCHEDULE

The Rupee Loan of each Rupee Lender will have a door-to-door tenor of upto 10 (ten) years from the date of first / Initial Disbursement.

The Borrower shall repay the Rupee Loan to the Rupee Lenders in 30 structured consecutive quarterly instalments on the following Repayment Date(s).

Repayment Instalment Number	Fiscal Quarter	Repayment Date	Amount of Rupee Loan repayable to the Rupee Lenders (in percentage)
1.	Q3 Fiscal Year 2014	December 31, 2013		0.5
2.	Q4 Fiscal Year 2014	March 31, 2014		0.5
3.	Q1 Fiscal Year 2015	June 30, 2014		0.5
4.	Q2 Fiscal Year 2015	September 30, 2014		0.75
5.	Q3 Fiscal Year 2015	December 31, 2014		0.75
6.	Q4 Fiscal Year 2015	March 31,2015		1.5
7.	Q1 Fiscal Year 2016	June 30, 2015		1.5
8.	Q2 Fiscal Year 2016	September 30, 2015		1.5
9.	Q3 Fiscal Year 2016	December 31, 2015		1.5
10.	Q4 Fiscal Year 2016	March 31, 2016		2.5
11.	Q1 Fiscal Year 2017	June 30, 2016		2.5
12.	Q2 Fiscal Year 2017	September 30, 2016		2.5
13.	Q3 Fiscal Year 2017	December 31, 2016		2.5
14.	Q4 Fiscal Year 2017	March 31,2017		3.5
15.	Q1 Fiscal Year 2018	June 30, 2017		3.5
16.	Q2 Fiscal Year 2018	September 30, 2017		3.5
17.	Q3 Fiscal Year 2018	December 31, 2017		3.5
18.	Q4 Fiscal Year 2018	March 31, 2018		4.25
19.	Q1 Fiscal Year 2019	June 30, 2018		4.25
20.	Q2 Fiscal Year 2019	September 30, 2018		4.25
21.	Q3 Fiscal Year 2019	December 31, 2018		4.25
22.	Q4 Fiscal Year 2019	March 31, 2019		5.25
23.	Q1 Fiscal Year 2020	June 30, 2019		5.25
24.	Q2 Fiscal Year 2020	September 30, 2019		5.25
25.	Q3 Fiscal Year 2020	December 31, 2019		5.25
26.	Q4 Fiscal Year 2020	March 31, 2020		5.75
27.	Q1 Fiscal Year 2021	June 30, 2020		5.75
28.	Q2 Fiscal Year 2021	September 30, 2020		5.75
29.	Q3 Fiscal Year 2021	December 31, 2020		5.75
30.	Q4 Fiscal Year 2021	March 31, 2021		6

* lf the Repayment Date is not a Business Day, then the Business Day immediately preceding such Repayment Date shall be deemed to be the Repayment Date.

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FACILITY AGREEMENT

SCHEDULE VI

(refer definition of Lending Notice & Clause 18.3.1)

LENDING OFFICE ADDRESSES AND OTHER ADDRESS FOR THE PURPOSE OF

FORWARDING NOTICES

PART A - BORROWER

To:

Vedanta Aluminium Limited
241-242 Solitaire Corporate Park,
Andheri Ghatkopar Link Road,
Chakala, Andheri East,
Mumbai - 400093
Fax No:	022 4005 8021/8011
Contact No:	022 4005 8000
Attn:	Mr. Harsha Saksena

Part B - RUPEE LENDERS

SI No	Name of the Rupee Lender	Address
1	State Bank of India	Corporate Accounts Group (CAG),
		Neville House,
		J.N. Heredia Marg,
		Ballard Estate,
		Mumbai – 400 001
		Fax No: 022 – 6154 2819
		Contact No: 022- 6154 2891
		Attn: Assistant General Manager & Relationship Manager

PART C - ISSUING BANK

State Bank of India

Corporate Accounts Group (CAG),

Neville House,

J.N. Heredia Marg,

Ballard Estate,

Mumbai – 400 001

Fax No: 022 – 6154 2819

Contact No: 022- 6154 2891

Attn: Assistant General Manager & Relationship Manager

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FACILITY AGREEMENT

PART D - FACILITY AGENT

State Bank of India

Corporate Accounts Group (CAG),

Neville House,

J.N. Heredia Marg,

Ballard Estate,

Mumbai – 400 001

Fax No: 022 – 6154 2819

Contact No: 022- 6154 2891

Attn: Assistant General Manager & Relationship Manager

PART E - SECURITY TRUSTEE

SBICAP Trustee Company Limited,

Khetan Bhavan, 5th floor,

198, J.T.Road, Churchgate,

Mumbai – 400020

Fax No: 022 4302 5500

Contact No: 022 4302 5555

Attn: Vice President and Chief Operation Officer

169

FACILITY AGREEMENT

SCHEDULE VII

(refer definition of Notice of Drawdown and Drawdown Certificate)

NOTICE OF DRAWDOWN AND DRAWDOWN CERTIFICATE

Date:

To,

The Facility Agent

[Insert Address]

(In case of each Disbursement, not being an Interim Disbursement or an Initial Disbursement, the Borrower shall provide to the Facility Agent, such number of certified true copies of the Notice of Drawdown and Drawdown Certificate and all attachments and exhibits given in relation thereto by the Borrower as are sufficient for the Facility Agent to furnish one copy each to the Rupee Lenders from whom a Disbursement under such Notice of Drawdown and Drawdown Certificate are sought.)

Dear Sirs,

I, the undersigned, Authorised Officer of Vedanta Aluminium Limited, a company incorporated in India under the Companies Act, 1956, with its registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu (hereinafter referred to as the “Borrower” or the “Company”),

DO HEREBY CERTIFY that:

1. This certificate is a Notice of Drawdown and Drawdown Certificate and furnished pursuant to Clause 3.2.2 of the Facility Agreement dated                      executed by and between the Borrower, the Rupee Lenders and the Facility Agent (the “Facility Agreement”). Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to those terms in the Facility Agreement.

170

FACILITY AGREEMENT

2. The Borrower hereby irrevocably requests as follows:

a. That the Issuing Bank issue an LC on our behalf for the benefit of                                          (the “Beneficiary”) for an amount equal to          (the “LC Value”) [provided however that the maximum amounts which can be in aggregate called upon under this LC would be                                          (the “Earmarked Amount of the LC”)]. In relation to such issuance of LC, we request you and the Issuing Bank to note the Participating Interest of each of the Participating Lenders as follows:

TABLE I

Name of the Participating Lenders/ for such Issuing Bank LC Participating
Earmarked
Amount (Rs
in crs) Participating
Percentage Participating
Interest Devaluation
amount
(if any) (Rs
in crs) Remaining LC
Commitment (Rs
in crs)

Upon the issuance of the LC as aforesaid, the amount of Remaining Issuing Bank Fronting LC Commitment shall be Rs.         .

OR

b. That                                         , an LC Lender/LOC Lender issue an LC/ letter of commitment on our behalf for the benefit of                                          (the “Beneficiary”) for an amount equal to          (the “LC Value”) [which shall automatically revolve and reinstate upon any payments thereunder to reinstate itself back to the LC Value, provide however that the maximum amounts which can be in aggregate called upon under this LC at any time would not exceed          (the “Earmarked Amount of the LC”)].

Upon the issuance of the LC/ letter of commitment as aforesaid, the amount of Remaining LC Commitment for such LC Lender shall be         .

b. That the Rupee Lenders disburse by way of Rupee Drawdowns an amount of Rs.          in proportion to their Available Rupee Commitment.

3. The date on which the aforementioned Rupee Lenders are requested to make such Disbursement is [—],

TABLE II

Order of payment	Name of the LC Lender	Payment Amount (in Rs.)
1		Upto
2		Upto

4. The purpose for which Disbursement is requested and the proposed utilisation thereof is indicated below

171

FACILITY AGREEMENT

A. Statement/ Estimate of Expenditure

TABLE III

Sr. No	Description	Expenditure already Incurred	Estimated Expenditure (in Rs.)
1
2
	Total

B. Means of Finance

TABLE IV

Sr. No	Description	Existing amounts drawn by the Borrower (in Rs.)	Amounts requested for present Disbursement (in Rs.)
1	Equity
2	Debt*
	Total
	D : E Ratio

* includes amounts of Drawdown along with any related Devaluation Amounts, already taken from/committed by, as the case may be, the Rupee Lender

5. The Borrower confirms that:

(A) With respect to the Disbursement, all proceeds of the Equity and Sponsor Subdebt then required to have been funded pursuant to the provisions of the Sponsor Support Agreement have been received by the Borrower for meeting Project Costs;

(B) In the case of Initial Disbursement (other than Interim Disbursement), all of the conditions in Clause 6.3 (Conditions Precedent to Effectiveness), Clause 6.1 (Conditions Precedent to Initial Disbursement) and Clause 6.2 (Conditions Precedent to Each Disbursement) and in case of subsequent Disbursements all of the conditions in Clause 6.2 (Conditions Precedent to Each Disbursement) of the Facility Agreement have been satisfied (except to the extent stated below) and all the necessary certificates and documentation have been attached herewith or has already been made available to the Facility Agent and the Rupee Lenders.

(C) [Delete for all disbursements other than Interim Disbursement]

In the case of Interim Disbursement all the conditions in Clause 3.1.2(c) of the Facility Agreement have been satisfied (except to the extent stated below) and all the necessary certificates and documentation have been attached herewith or have already been made available to the Facility Agent and the Rupee Lenders.

(D) The proceeds of the earlier Disbursement have been applied only to pay for the Project Costs and Sponsor’s Subdebt/ short term debt as are permitted under the Facility Agreement and the proceeds of the proposed Disbursement shall be used in accordance with the Financing Documents and applied towards such Estimated Project Cost as are permitted under the Facility Agreement;

172

FACILITY AGREEMENT

(E) Remaining LC Commitment/ Available Rupee Commitment/ after giving effect to the Disbursement is as under:

TABLE V

Name of the Lender Available Rupee
Commitment after
proposed Disbursement
(Rs in crs) Remaining LC Commitment (Rs in crs)

[Delete for Interim Disbursement]

(F) The Disbursement will not result in the Debt Equity Ratio being more than 60:40.

(G) Each representation and warranty of the Company made in Clause 7 of the Facility Agreement and in any other of the Financing Documents is true, complete and correct in all respects, with the same force and effect as though each such representation and warranty were made in and as of the date of this Notice of Drawdown and Drawdown Certificate except for any representation and warranty which expressly relates to an earlier date; and

(H) No Potential Event of Default or Event of Default has occurred or is continuing.

6. All the conditions precedent to this Disbursement have been satisfied unless otherwise stated in this paragraph 6. The list of conditions precedent which have been waived for the purposes of the proposed Disbursement by the relevant Rupee Lenders from whom such Disbursement is sought is indicated below:

TABLE VI

Condition Precedent Applicable to such Disbursement from the
satisfaction of which waiver has been received Provision of the
Facility Agreement
where such condition
precedent is provided Date(s) on which
Rupee Lenders have
granted the waiver*

* the letters approving the waivers by each of the Rupee Lenders (as noted above) are attached

7. If any of the certifications set forth in para 5 above shall cease to be valid on, as of or prior to the date of the proposed Disbursement, the Borrower shall immediately notify each of the Rupee Lenders and the Facility Agent in writing.

Yours faithfully,

AUTHORISED SIGNATORY

For Vedanta Aluminium Limited

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FACILITY AGREEMENT

Name:

Designation:

Attachments: all certificates and documentation required to evidence the satisfaction of all applicable condition precedent or their waiver by the Rupee Lenders, and a certificate from the LIE in the form attached as Schedule VIII of the Facility Agreement.

Cc:

All Rupee Lenders

(In case of Initial Disbursement)

174

FACILITY AGREEMENT

SCHEDULE VIII

(refer Clause 3.2.4)

CERTIFICATE FROM LIE

Date:

To:

The Facility Agent

[Insert Address]

Dear Sirs:

We,                                         , do hereby certify that:

1. This certificate is furnished pursuant to Clause 3.2.4 of the Facility Agreement dated the      day of             , 2011 (the “Facility Agreement”, which expression includes all amendments thereto) executed by and between the Borrower, the Rupee Lenders and the Facility Agent. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to those terms in the Facility Agreement.

2. To the best of our knowledge;

• the information material to the construction of the Project contained in each of the construction progress reports delivered is true, complete and correct in all respects and the Disbursement is reasonably and timely needed by the Company to make payment towards the Project Cost / in connection with the Project and in accordance with the Project Schedule;

• during the course of performance of the scope of work of the LIE, we have obtained no knowledge of the existence of any Event of Default or Potential Event of Default which has not been waived or cured;

• each of the certifications made by the Borrower in the Notice of Drawdown and Drawdown Certificate are true, complete and correct in all respects.

Yours faithfully,

For (Name of the LIE)

(Name and signature of authorised signatory)

Cc: Vedanta Aluminium Limited

(Address)

Attn:

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FACILITY AGREEMENT

SCHEDULE IX

(refer Clause 3.4.1(vi))

LENDING CONFIRMATION NOTICE

Date:

To: Vedanta Aluminium Limited

(Address)

Lending Confirmation Notice

Dear Sirs:

This notice is issued pursuant to Clause 3.4.1 (vi) of the Facility Agreement dated the      day of             , 2011 (the “Facility Agreement”, which expression shall include all amendments thereto), among the Borrower, the Rupee Lenders, and the Facility Agent in connection with the Notice of Drawdown and Drawdown Certificate of the Borrower dated the      day of             , 20    . Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to those terms of the Facility Agreement.

1. We hereby state that as of the date hereof, we have not received an Unsatisfied CP Notice or Drawstop Notice, from any Rupee Lender, in accordance with the Facility Agreement.

2. Based on the information supplied to us by the Borrower, we also confirm that the condition precedent to Disbursement stipulated in Clause 6.1, 6.2 and 6.3 of the Facility Agreement, as applicable to such Disbursement, have been satisfied.

3. Pursuant to Clause 3.4.1 (ii) of the Facility Agreement, Disbursement may occur in terms of the aforesaid Notice of Drawdown and Drawdown Certificate of the Borrower.

Yours faithfully,

For and on behalf of State Bank of India, as Facility Agent

(Name and signature of signatory)

Cc: Names and addresses of the Rupee Lenders

176

FACILITY AGREEMENT

SCHEDULE X

(refer Clause 18.8.3)

NOVATION NOTICE

Date:

To	:	State Bank of India (as the Facility Agent)
		[Insert Address]
		Attention:	[insert title of relevant official of the Facility Agent]
AND
		Vedanta Aluminium Limited
		(Address)
		Attention:	[Insert title of relevant official of the Borrower]

Dear Sirs:

Vedanta Aluminium Limited

Facility Agreement dated the [—]  day of [—], 2011 (the “Agreement”, which expression shall include all amendments thereto)

1. This Novation Notice relates to the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Novation Notice and in particular:

“Rupee Lender” means [Insert name of the Rupee Lender];

“New Lender” means [Insert name New Rupee Lender].

2. The Rupee Lender:

(a) confirms that, to the extent details appear below under the heading “Rights and/or Obligations to be Novated”, those details accurately summarise the rights and/or obligations which are to be novated and which are, upon delivery of this Novation Notice to the Facility Agent (but subject to paragraph 3 below), cancelled and discharged in accordance with Clause 18.8 of the Agreement;

(b) confirms that any consent, if any, required in accordance with Clause 18.8 of the Agreement has been obtained for this novation; and

(c) gives notice to the undersigned New Rupee Lender that the Rupee Lender is under no obligation to repurchase all or any part of those rights and/or obligations at any time nor to support any losses suffered by the New Rupee Lender.

3. The undersigned New Rupee Lender agrees that it assumes and acquires new rights and/or obligations in accordance with Clause 18.8 of the Agreement on and with effect from [—].

4. The New Rupee Lender:

(a) confirms that, until further notice, its Lending Office and address for notices are set out below:

[Insert Lending Office address and address for notices along with fax no., contact person details, contact no.]

177

FACILITY AGREEMENT

(b) agrees to perform and comply with the obligations expressed to be imposed on it by Clause 18.8 of the Agreement as a result of this Novation Notice taking effect;

(c) if not already a Rupee Lender, appoints each agent to act as its agent as provided in the Agreement, the Financing Documents and the Security Documents and agrees to be bound by such Agreement and other Financing Documents thereto; and

(d) confirms, on the basis of the facts then known to it, that the novation will not give rise to any requirement for any withholding or increased cost or other cost or expense to the Borrower which would not be incurred by the Borrower if the novation did not take place.

3. The above confirmations and documents are given to and for the benefit of and made with each of the other Parties to the Agreement.

Rights and/or Obligations to be Novated

The Rupee Lender’s Available Rupee Commitment to be novated: Rs. [—].

The amount of the Rupee Lender’s Outstandings to be assigned: Rs [Insert Amount]

This Novation Notice shall be governed by and construed in accordance with the laws of India.

Yours faithfully,

For the Rupee Lender

(issuing this notice)

Name and signature of

Authorised signatory

Date:

For the New Lender

Name and signature of

Authorised signatory

Date:

Agreed for and on behalf of itself as Facility Agent and the other Rupee Lenders

Name and signature of

Authorised signatory

Date:

Agreed for and on behalf of Vedanta Aluminium Limited

Name and signature of

Authorised signatory

Date:

178

FACILITY AGREEMENT

SCHEDULE XI

(refer definition of Financing Plan)

FINANCING PLAN

Particulars						(Rupees in crores)
Equity Requirement							11,320
Particulars			(Rupees in crores)
Share capital (including share premium)				1,954
Quasi Equity				8,599
Target Internal Accruals				767
Debt
(Rupee Facility, rupee term loans, export credit assistances, foreign currency loans, external commercial borrowings and non-convertible debentures)							16,980
Particulars	(Rupees in crores)		(Rupees in crores)
Existing Debt (as on the date of this Agreement)		1825		830	*
Less: To be repaid out of Rupee Facility (as tranche II) on or before Project COD		995
Rupee Facility (as tranche II) — Letters of Credit (sublimit of Rupee Facility) — Rs 16,150 crores				16,150
TOTAL :							28,300

* Out of the total Existing Debt as on date of this Agreement, rupee term loan of Rs. 875 crores and ECB of Rs. 130 crore is falling due for repayment till Scheduled COD i.e. by March 2013 and the same would be repaid from the Rupee Facility. Accordingly, only the balance amount of Rs. 830 crore from existing loans has been considered in the overall means of finance for funding the project.

179

FACILITY AGREEMENT

SCHEDULE XII

(Refer definition of Project Site)

PROJECT SITES

Lanjigarh Refinery

The Lanjigarh Refinery is situated in the state of Orissa, in the District Kalahandi. The Lanjigarh Bauxite deposit is located between latitude 19° 30’ 10“N –19° 41’ 00” N and longitude 80° 22’ 05” E – 83° 25’ 10” E and falling in Survey of India Toposheet No. 65 M/6.

The deposit is sickle shaped over Niyam dongar NE-SW trending ridge and lies about 6 kms south of Lanjigarh village. The State Highway SH-6, which connects Bhawanipatna to Rayagada, passes by the side of the deposit and is connected to the Lanjigarh village by a fair weather road.

The Visakhapatnam-Raipur Broad Gauge Section of South Eastern Railway serves as the railway link for Lanjigarh. Muniguda, about 25 kms from the deposit, is the nearest railway station. Visakhapatnam, about 260 kms from the deposit, is the nearest port and airport.

Address: Vedanta Aluminium Limited, An alumina refinery project, PO Lanjigarh, Dist. Kalahandi, Orissa - 766 027

Jharsuguda Smelter

The site is adjacent to the Rourkela – Jharsuguda – Sambalpur – Titlagarh broad gauge line which connects all major bauxite deposits in Orissa. The site is in the vicinity of the State Highway SH-10 connecting Jharsuguda and Sambalpur.

The site is at 35 kms from the Hirakud reservoir, considered the largest water reservoir in Orissa. The site is within the IB Valley area, one of the two major coal bearing areas in Orissa. The EHV power transmission network in Orissa (GRIDCO) is also passing through this area.

Address: Vedanta Aluminium Limited, Village Burkhamunda, Jharsuguda, Orissa - 768201.

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FACILITY AGREEMENT

SCHEDULE XIII

(refer Clause 7.21)

LIST OF RELATED PARTY CONTRACTS

1. Memorandum of Understanding between Bharat Aluminum Company Limited and the Borrower dated May 16, 2007 for conversion of bauxite to alumina.

2. High seas sales agreements between the Borrower and Bharat Aluminum Company Limited or sale of one unit of GAP dated March 17, 2009, August 3, 2009, and October 09, 2009.

3. Alumina loan agreement between the Borrower and Bharat Aluminium Company Limited for Jharsuguda Smelter dated December 31, 2009.

4. Contract for purchase of aluminum bus bars for Jharsuguda Smelter between the Borrower and Bharat Aluminium Company Limited dated September 4, 2008

5. Monthly sales orders for the alumina sales made to Bharat Aluminium Company Limited.

181

FACILITY AGREEMENT

SCHEDULE XIV

(Refer to Clause 3.4.7(i))

PARTICIPATING INTEREST NOTICE

Date:

To

The Participating Lenders

(Addresses)

The Facility Agent

(Address)

Dear All,

We refer to the Notice of Drawdown and Drawdown Certificate dated                      issued by the Borrower requesting Disbursement by way of issuance of an Issuing Bank LC. On account of the Lending Confirmation Notice dated                      issued by the Facility Agent for such Notice of Drawdown and Drawdown Certificate and in accordance with the provisions of the Facility Agreement, an Issuing Bank LC has been issued for such amounts and purpose as has been indicated by the Borrower in the aforesaid Notice of Drawdown and Drawdown Certificate.

In furtherance of the Issuing Bank LC being issued and pursuant to the requirement under Clause 3.4.7 (i) of the Facility Agreement, the details of participation in the LC of each of the Participating Lenders are provided herein below:

[ insert details ]

Yours faithfully,

For State Bank of India

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FACILITY AGREEMENT

SCHEDULE XV

DETAILS OF EXISTING LENDERS

Bank/FI	Amount (In Rs Crore)	Security	Repayment* (In Rs Crore)	Balance (In Rs Crore)
Rupee Term Loans - Tranche I	1000	•      Negative lien on the assets of the Jharsuguda project of the company to the extent of Rs. 1500 crores. •      Corporate Guarantee from Sterlite Industries (India) Ltd	875	125
•      ICICI Bank	100
•      Bank of Maharashtra	200
•      Corporation Bank	200
•      Indian Bank	250
•      Indusind Bank	250
Non Convertible Debentures to LIC	400	•      First pari passu charge over the identified assets of the Borrower for 1.33x	0	400
		•      Irrevocable and unconditional guarantee from Sterlite Industries (India) Ltd
ECB from ICICI (USD 100 million)	435	•      Negative lien on the assets of the Jharsuguda project of the company to the extent of Rs. 1500 crores. •      Corporate Guarantee of Vedanta Resources Plc	130 (USD 30 million)	305
Total				830

* Out of the total Existing Debt as on date of this Agreement, rupee term loan of Rs. 875 crores and ECB of Rs. 130 crore is falling due for repayment till Scheduled COD i.e. by March 2013 and the same would be repaid from the Rupee Facility. Accordingly, only the balance amount of Rs. 830 crore from existing loans has been considered in the overall means of finance for funding the project.

183

FACILITY AGREEMENT

SCHEDULE XVI

FORMAT OF DEED OF ACCESSION

(To be appropriately stamped)

Date:

To:

State Bank of India

(in its capacity as Facility Agent)

[insert address]

Dear Sirs,

Please refer to the Facility Agreement dated the      day of             , 2011, executed amongst Vedanta Aluminium Limited, a company within the meaning of the Companies Act, 1956 (1 of 1956) and having its registered office at [—] (hereinafter referred to as the “Borrower” which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and permitted assigns) the Lenders and the Facility Agent, in respect of the financial assistances extended to the Borrower for the purpose of financing a part of the cost setting up / development, construction and operation of an integrated aluminium project comprising of: (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW captive power plant at Jharsuguda, Orissa (hereinafter the “Project”).

Words and expressions defined in the Facility Agreement have the same meaning when used in this Deed of Adherence.

[Name of the lender] of [address] (“Acceding Lender”) hereby agrees with each other Person who is or who becomes a Party to the Facility Agreement that this Deed of Adherence is supplemental to the Facility Agreement.

With effect on and from the date hereof, the Acceding Lender shall:

1. be a party to the Facility Agreement as a Lender and shall assume and perform all obligations applicable to it and specified therein;

2. abide by all the obligations agreed by the existing Lenders in the Financing Documents;

3. subject to the terms of the Facility Agreement and the other Financing Documents, lend to the Borrower an amount equal to Rs. [—] Crores (Rupees [—] Crores only) (in the Facility Agreement, referred to as the “Rupee Commitment”) and it shall be entitled to all rights and benefits of the Lenders in the Facility Agreement and the Financing Documents.

The Acceding Lender hereby agrees and confirms that the amount to be disbursed by the Acceding Lender after execution of this Deed of Adherence would bear the same ratio to the Rupee Commitment of the Acceding Lender as the cumulative Disbursement already made/ requested to be made by the other Lenders bear to the cumulative Rupee Commitments of the other Lenders.

184

FACILITY AGREEMENT

The Interest Rate to be payable by the Borrower on the Rupee Commitment of the Acceding Lender shall be as follows:

Base Rate	Spread		Interest Rate (Base Rate + Spread)
[—]		[—]		[—]	%

The Interest Rate as on date is equal to [—]% p.a. ([—] per cent per annum). Such Interest Rate is subject to reset as per the terms of the Facility Agreement.

The Lending Office of the Acceding Lender is:

Address for notices of [new lender] for the purposes of Section 18.3 of the Facility Agreement is: [—]

SIGNED AND DELIVERED by the withinnamed

[—] in its capacity as Lender by the hands of Shri/Smt.
                            , its authorised official.

Agreed and accepted by STATE BANK OF INDIA as the Facility Agent for and on behalf of the Lenders

SIGNED AND DELIVERED by the withinnamed STATE BANK OF INDIA, in its capacity as Facility Agent for the Lenders, by the hands of Shri/Smt.
                            , its authorised official.

Agreed and accepted by Vedanta Aluminium Limited as the Borrower

The Borrower hereby agrees and undertakes that                                          (the “Lender”) shall be entitled to all the rights and privileges as are available to the Lenders under the Facility Agreement and the other Financing Document and shall be entitled to all the security created and/or to be created by the Borrower and any other Person for the benefit of the Lenders.

THE COMMON SEAL of Vedanta Aluminium Limited has pursuant to the resolution of its Board of Directors passed in that behalf on the      day of             ,      hereunto been affixed in the presence of                                           and

                             , who have signed these presents in token thereof.

185

FACILITY AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in the manner hereinafter appearing.

The Common Seal of VEDANTA ALUMINIUM LIMITED, in its capacity as the Borrower, has, pursuant to the resolution of its Board of Directors passed in that behalf at the meetings held on July 19, 2006 and January 23, 2010 and resolution of its Banking & Authorization Committee passed in that behalf at the meeting held on March 25, 2011, hereunto been affixed in the presence of Mr. V. RAMANATHAN, its CFO and Mr. HARSHA SAKSENA, its TREASURY HEAD who have signed these presents in token thereof	) ) ) ) ) ) ) ) ) ) )	/s/ Mr. V. RAMANATHAN /s/ Mr. HARSHA SAKSENA
SIGNED AND DELIVERED by the withinnamed STATE BANK OF INDIA, in its capacity as Facility Agent, by the hand of , its authorised official	) ) ) ) )
SIGNED AND DELIVERED by the withinnamed STATE BANK OF INDIA, in its capacity as Rupee Lender, by the hand of , its authorised official	) ) ) )
SIGNED AND DELIVERED by the withinnamed STATE BANK OF INDIA, in its capacity as Issuing Bank, by the hand of , its authorised official	) ) ) )

186

EX-4.31

Exhibit 4.31

Execution Version

DATED 27 JUNE 2011

VEDANTA ALUMINIUM LIMITED

as Borrower

WELTER TRADING LIMITED

as Original Lender

and

AXIS BANK LIMITED, HONG KONG BRANCH

as Agent and Security Trustee

under the Amended and Restated Facility Agreement

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE

US$500,000,000 INTERCOMPANY LOAN FACILITY AGREEMENT

dated 6 July 2009

BAKER & MC.KENZIE.WONG & LEOW

8 Marina Boulevard #05-01

Marina Bay Financial Centre Tower 1

Singapore 018981

Telephone No: +65 6338-1888

Fascimile No: +65 6337-5100

CONTENTS

Clause	Clause Heading	Page
1.	Interpretation		1
2.	Conditions To Effective Date		2
3.	Amendment and Restatement of The Original Facility Agreement		2
4.	Representations and Warranties		2
5.	Fees and Expenses		2
6.	Miscellaneous		3
7.	Governing Law and Jurisdiction		3

Schedule 1	Conditions to Effective Date	5
Schedule 2	The Amended and Restated Facility Agreement	8
EXECUTION PAGE		9

THIS AGREEMENT is made on 27 June 2011

BETWEEN:

(1) VEDANTA ALUMINIUM LIMITED as borrower (the “Borrower”);

(2) WELTER TRADING LIMITED as original lender (the “Original Lender”); and

(3) AXIS BANK LIMITED, HONG KONG BRANCH as agent and security trustee for the Finance Parties under the Amended and Restated Facility Agreement (in such capacities, the “Agent” and “Security Trustee” respectively).

WHEREAS:

(A) By a intercompany loan facility agreement dated 6 July 2009 (as amended by an amendment agreement dated 10 July 2009, the “Original Facility Agreement”) made between the Borrower and the Original Lender, the Original Lender has made available to the Borrower an intercompany loan facility of US$500,000,000, upon the terms and conditions set out therein.

(B) The Parties have agreement to amend and restate the terms of the Original Facility Agreement on the terms and conditions set out in this Agreement.

(C) The Original Lender also wishes to appoint Axis Bank Limited, Hong Kong Branch to act as agent and security trustee under the Finance Documents.

NOW IT IS AGREED as follows:

1. INTERPRETATION

1.1 Interpretation. Unless the context otherwise requires, terms and expressions defined in the form of the Amended and Restated Facility Agreement have the same meanings when used in this Agreement.

1.2 Definitions. In this Agreement:

“Amended and Restated Facility Agreement” means the Original Facility Agreement as amended by this Agreement with effect from the Effective Date;

“Effective Date” means the date on which the Agent notifies the Borrower in writing that all the conditions referred to in Clause 2 (Conditions) and Schedule 1 (Conditions to Effective Date) have been satisfied or waived by the Agent; and

“Party” means a party to this Agreement.

1.3 Incorporation of defined terms. Unless a contrary intention appears, a term defined in the Amended and Restated Facility Agreement shall have the same meaning in this Agreement.

1.4 Construction. The principles of construction set out in clause 1.2 (Construction) of the form of the Amended and Restated Facility Agreement shall have the same effect as if set out in this Agreement.

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1.5 Third Party Rights. Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of any Finance Document, the consent of any third person who is not a Party is not required to rescind or vary this Agreement at any time

2. CONDITIONS TO EFFECTIVE DATE

The Borrower shall procure the provision to the Agent of all the documents and other evidence listed in Schedule 1 (Conditions to Effective Date).

3. AMENDMENT AND RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT

With effect from the Effective Date, the Original Facility Agreement shall be amended and restated so that the Original Facility Agreement is replaced in its entirety by the agreement in the form set out in Schedule 2 (The Amended and Restated Facility Agreement) and the Original Facility Agreement shall, as on and from the Effective Date, be read and construed and take effect as though created in that form.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations. The Borrower makes the representations and warranties in clause 16 (Representations) of the Amended and Restated Facility Agreement, by reference to the facts and circumstances then existing on the date of this Agreement.

4.2 Acknowledgment of Reliance. The Borrower acknowledges that the Finance Parties have entered into this Agreement in reliance upon the representations and warranties contained in this Clause.

5. FEES AND EXPENSES

5.1 Expenses. The Borrower shall from time to time forthwith on demand, whether or not the Effective Date has occurred, pay to or reimburse the Original Lender, the Agent and the Security Trustee for all costs, charges and expenses (including legal and other fees and all other out-of-pocket expenses) reasonably incurred by any of them in connection with the negotiation, preparation, execution and (where relevant) registration of this Agreement and any other documentation required hereunder and any inspection, calculation or approval to be conducted, made or given by any of them pursuant to any provision of this Agreement.

5.2 Enforcement Costs. The Borrower shall from time to time forthwith on demand, whether or not the Effective Date has occurred, pay to or reimburse the Original Lender, the Agent and the Security Trustee for all costs, charges and expenses (including legal and other fees and all other out-of-pocket expenses) reasonably incurred by any of them in exercising any of their respective rights or powers under this Agreement or in suing for or seeking to recover any sums due under this Agreement or otherwise preserving or enforcing its rights under this Agreement or in defending any claims brought against it in respect of this Agreement.

5.3 Taxes. The Borrower shall pay all present and future stamp and other like duties and taxes and all notarial, registration, recording and other like fees which may be payable in respect of this Agreement and shall indemnify the Original Lender, the Agent and the Security Trustee

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against all liabilities, costs and expenses which may result from any default in paying such duties, taxes or fees.

6. MISCELLANEOUS

6.1 Designation as a Finance Document. The Parties agree that this Agreement shall be designated as a Finance Document.

6.2 Construction as One Instrument. This Agreement shall be construed as supplementing and forming part of the Original Facility Agreement and shall be read accordingly.

6.3 Severability. If at any time any one or more of the provisions hereof is or becomes illegal, invalid or unenforceable in any respect under the applicable law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provisions under the applicable law of any other jurisdiction shall in any way be affected or impaired thereby.

6.4 Counterparts.

(a) This Agreement:

(i) may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement; and

(ii) unless the Parties agree otherwise, the executed signature pages of each Party may be collated into and attached to any number of single copies of this Agreement, pursuant to paragraph (b) below, as if each of them had been executed by all relevant Parties in a single copy, and this has the same effect as if this Agreement had been executed in the relevant number of single copies.

(b) If the Parties choose to execute the same in accordance with paragraph (a)(ii) above, they will transmit the signed signature pages to Baker & McKenzie.Wong & Leow (or such other person authorised by the relevant Parties) (the “Recipient”) and the Recipient shall be and shall be deemed to be authorised by each such Party, upon receipt of the executed signature pages of each Party, to collate and attach them into single copies of this Agreement (with one executed signature page of each Party being collated into and attached to one such single copy). For the avoidance of doubt, the Recipient shall have no further duties connected with its position as Recipient.

7. GOVERNING LAW AND JURISDICTION

7.1 Law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

7.2 Jurisdiction. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of England and irrevocably submits to the non-exclusive jurisdiction of such courts.

7.3 No Limitation on Right of Action. Nothing herein shall limit the right of the Finance Parties to commence any legal action against the Borrower and/or its property in any other jurisdiction or to serve process in any manner permitted by law, and the taking of

3

proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

7.4 Process Agent. Without prejudice to any other mode of service allowed under any relevant law, each of the Original Lender and the Borrower:

(a) irrevocably appoints the Guarantor located at 2^nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ as at the date of this Agreement as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by a process agent to notify the Original Lender or the Borrower (as the case may be) of the process will not invalidate the proceedings concerned.

7.5 Waiver; Final Judgment Conclusive. The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the choice of England as the venue of any legal action arising out of or in connection with this Agreement. The Borrower also agrees that a final judgment against it in any such legal action shall be final and conclusive and may be enforced in any other jurisdiction, and that a certified or otherwise duly authenticated copy of the judgment shall be conclusive evidence of the fact and amount of its indebtedness.

7.6 Waiver of Immunity. The Borrower irrevocably waives any immunity to which it or its property may at any time be or become entitled, whether characterised as sovereign immunity or otherwise, from any set-off or legal action in England or elsewhere, including immunity from service of process, immunity from jurisdiction of any court or tribunal, and immunity of any of its property from attachment prior to judgment or from execution of a judgment.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

4

Schedule 1

Conditions to Effective Date

1. The Borrower

(a) A copy of the constitutional documents of each Obligor.

(b) A copy of the resolutions of the board of directors of the Borrower constituting the banking and authorisation committee to carry out the acts referred to in paragraphs (c) and (d) below.

(c) A copy of the resolution of the banking and authorisation committee of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Original Facility Agreement and any other documents, amendments etc. in relation thereto and resolving that it execute the Original Facility Agreement and any other documents and amendments in relation thereto; and

(ii) authorising a specified person or persons to execute the Original Facility Agreement and any other documents, amendments etc. in relation thereto on its behalf and to affix and/or witness the affixation of its common seal thereto (if required under the constitutional documents of the Borrower).

(d) A copy of a resolution of the banking and authorisation committee of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf and to affix and/or witness the affixation of the Borrower’s common seal thereto (if required under the constitutional documents of the Borrower); and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including any Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(e) A copy of a resolution of the board of directors of the Guarantor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf and to affix and/or witness the affixation of the Guarantor’s common seal thereto (if required under the constitutional documents of the Guarantor); and

5

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(f) A specimen of the signature of each person authorised by the resolutions referred to in paragraphs (d) and (e) above.

(g) A certificate of the Borrower (signed by an authorised signatory and countersigned by the company secretary of the Borrower) authorised by the resolution referred to in paragraph (c) above, confirming that:

(i) the Facility borrowed under the Original Facility Agreement together with other moneys already borrowed by the Borrower, do not exceed any borrowing limit, internal and/or regulatory, binding on the Borrower as on the date of this Agreement including that the limits applicable under Section 293(1)(d) of the Companies Act of India, 1956 are within the limits and scope of the banking and authorisation committee as set out by the board of directors of the Borrower under the board resolution dated 22 May 2009;

(ii) the Facility borrowed under the Original Facility Agreement together with other moneys already borrowed by the Company, did not cause any borrowing limit, internal and/or regulatory, binding on the Company at the time of any Utilisation Date to be exceeded;

(iii) the representations and warranties set out in Clause 16 (Representations) of the Amended and Restated Facility Agreement are true and correct;

(iv) all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated under the Original Facility Agreement were obtained and are in full force and effect, including the loan registration number allotted by the Department of Statistical Analysis and Computer Services of the RBI; and

(v) the Original Lender owns at least twenty-five per cent. (25%) of the paid-up equity capital of the Borrower and that the Original Lender maintains a debt to equity ratio not exceeding 4 : 1 in accordance with the ECB Guidelines as at the date of this Agreement.

(h) A certificate from the Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any guaranteeing or similar limit binding on it to be exceeded.

(i) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(j) Evidence that all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated under the Original Facility Agreement were obtained and are in full force and effect, including evidence of allotment of the loan registration number by the Department of Statistical Analysis and Computer Services of the RBI, together with a certified true copy of Form 83 submitted by the Borrower in duplicate to its authorised dealer in this regard as certified by its company secretary or chartered accountant for the allotment of a loan registration number.

6

(k) Evidence that all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated by the Finance Documents have been obtained and are in full force and effect, including evidence of obtaining RBI approval approving the terms of the Amended and Restated Facility Agreement.

2. Finance Documents

Each of the following documents duly executed by all the parties thereto:

(i) this Agreement;

(ii) the Corporate Guarantee; and

(iii) the Fee Letters.

3. Legal opinions

(a) A legal opinion in relation to English law from Baker & McKenzie.Wong & Leow addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

(b) A legal opinion in relation to English law from Baker & McKenzie LLP addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

(c) A legal opinion in relation to Indian law from Trilegal addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

4. Other documents and evidence

(a) Evidence satisfactory to the Agent that the process agent referred to in Clause 36.2 (Service of process) of the Amended and Restated Facility Agreement has accepted its appointment.

(b) The Original Financial Statements.

(c) Evidence that all fees, costs and expenses (excluding legal expenses) then due from the Borrower pursuant to Clause 10 (Fees) and Clause 15 (Costs and expenses) of the Amended and Restated Facility Agreement have been paid or will be paid by the Effective Date.

(d) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(e) Evidence satisfactory to the Agent that the RBI has approved the terms of the form of the Amended and Restated Facility Agreement.

7

Schedule 2

The Amended and Restated Facility Agreement

(Refer to the following page)

8

SCHEDULE 2

The Amended and Restated Facility

Agreement

Vedanta Aluminium Limited	(1)
as Borrower
Welter Trading Limited	(2)
as Original Lender
Axis Bank Limited, Hong Kong Branch	(3)
as Agent and Security Trustee

US$500,000,000

Facility Agreement

as amended and restated by an

Amendment and Restatement Agreement

dated 27 June 2011

Contents

Clause		Page
1	DEFINITIONS AND INTERPRETATION		1
2	THE FACILITY		13
3	PURPOSE		13
4	UTILISATION		14
5	REPAYMENT		14
6	PREPAYMENT AND CANCELLATION		14
7	INTEREST		17
8	INTEREST PERIODS		18
9	CHANGES TO THE CALCULATION OF INTEREST		19
10	FEES		21
11	TAX GROSS-UP AND INDEMNITIES		21
12	INCREASED COSTS		24
13	OTHER INDEMNITIES		25
14	MITIGATION BY THE LENDERS		27
15	COSTS AND EXPENSES		27
16	REPRESENTATIONS		29
17	INFORMATION UNDERTAKINGS		34
18	GENERAL UNDERTAKINGS		37
19	EVENTS OF DEFAULT		41
20	CONSEQUENCES OF EVENTS OF DEFAULT		45
21	CHANGES TO THE LENDERS		45

22	CHANGES TO THE BORROWER	50
23	ROLE OF THE AGENT AND THE SECURITY TRUSTEE	50
24	SECURITY TRUST PROVISIONS	60
25	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	72
26	SHARING AMONG THE FINANCE PARTIES	72
27	PAYMENT MECHANICS	74
28	SET-OFF	77
29	NOTICES	77
30	CALCULATIONS AND CERTIFICATES	79
31	PARTIAL INVALIDITY	79
32	REMEDIES AND WAIVERS	79
33	AMENDMENTS AND WAIVERS	80
34	COUNTERPARTS	81
35	GOVERNING LAW	81
36	ENFORCEMENT	81
Schedules
Schedule 1 Original Lenders		83
Schedule 2 Form of Selection Notice		84
Schedule 3 Form of Transfer Certificates		85
Schedule 4 Form of Compliance Certificate		89
Schedule 5 Repayment Schedule		91
Schedule 6 Conditions Subsequent		92

THIS AGREEMENT is originally dated 6 July 2009, amended by an amendment agreement on 10 July 2009, and further amended and restated on 27 June 2011 by the Amendment and Restatement Agreement between:

(1) VEDANTA ALUMINIUM LIMITED, a company incorporated in India under the Companies Act, 1956 (1 of 1956), with its registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu with corporate identification number U31300TN2001PLC069645 (the “Borrower”);

(2) WELTER TRADING LIMITED, of 28 Oktovriou Street, 205 Louloupis Court, 1^st Floor, P.C. 3035, Limassol, Cyprus, as lender (the “Original Lender”);

(3) AXIS BANK LIMITED, HONG KONG BRANCH as agent of the Finance Parties (in such capacity, the “Agent”); and

(4) AXIS BANK LIMITED, HONG KONG BRANCH as security trustee for the Finance Parties (in such capacity, the “Security Trustee”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Amendment and Restatement Agreement” means the amendment and restatement agreement executed by, among others, the Borrower and the Original Lender amending and restating the terms of the Original Facility Agreement;

“Authorisation” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, order, lodgement or registration, and, if the same is conditional, the compliance with all the conditions stipulated therein; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

1

“Available Commitment” means a Lender’s Commitment minus:

(a) the aggregate amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the aggregate amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and Mumbai;

“Charged Assets” means all and any assets which are, or are expressed to be, the subject of the Transaction Security from time to time;

“Commitment” means:

(a) in relation to the Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate);

2

“Control” means, in relation to an entity, the power to direct the management and policy decisions of that entity and/or to appoint the majority of directors on the board of that entity, whether through the ownership of voting share capital, by contract or any other means whatsoever;

“Corporate Guarantee” means the guarantee executed or to be executed by the Guarantor in favour of the Security Trustee (for the benefit of the Finance Parties) on or about the first Transfer Date;

“Deed of Hypothecation” means the deed of hypothecation executed or to be executed by the Borrower in favour of the Security Trustee (in trust and for the benefit of the Finance Parties), creating a subservient charge over the Movable Assets of the Borrower;

“Default” means an Event of Default or any event or circumstance which would (with the expiry of any grace period, the giving of notice, the passage of time, the making of any determination under the Finance Documents or the satisfaction of any applicable condition (or any combination of any of the foregoing)) be an Event of Default;

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“ECB” means the external commercial borrowings made by an eligible borrower resident in India from a non-resident recognised lender in accordance with the ECB Guidelines;

“ECB Guidelines” mean the Master Circular on External Commercial Borrowing and Trade Credits dated 1 July 2010 issued by RBI read together with Section 6(3)(d) of the Foreign

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Exchange Management Act, 1999 and regulation 6 of Notification No. FEMA 3/2000-RB dated 3 May 2000, as amended, modified or replaced from time to time;

“Effective Date” has the meaning given in the Amendment and Restatement Agreement;

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within buildings and air within other natural or man-made structures above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including surface and sub-surface soil and land under water);

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law;

“Environmental Law” means any applicable law (including common law) or regulation in any jurisdiction in which the Borrower conducts business which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance (including any waste) which (alone or in combination with any other) is capable of causing harm to the Environment;

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Borrower;

“Event of Default” means any event or circumstance specified as such in Clause 19 (Events of Default);

“Existing Credit Rating” means, in relation to the Facility, the credit rating prevailing immediately prior to a Reconstruction Event.

“External Rating Agency” means CRISIL, ICRA Limited, Credit Analysis & Research Ltd (CARE), Fitch Ratings, or any other rating agency as may be approved by the Agent (in consultation with the Borrower);

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“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters referred to in Clause 10 (Fees);

“Final Repayment Date” means the last Repayment Date;

“Finance Document” means this Agreement, the Amendment and Restatement Agreement, the Corporate Guarantee, the Fee Letter(s), any Transfer Certificate, any Security Document and any other document designated as such by the Agent and the Borrower;

“Finance Party” means the Agent, the Security Trustee or any of the Lenders and “Finance Parties” means all of them;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) monies borrowed;

(b) any amount raised under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“First Utilisation Date” means the date on which the first Loan is made under the Original Facility Agreement;

“GAAP” means, in relation to any corporation, generally accepted accounting principles in the jurisdiction of its incorporation;

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under any law or regulation);

“Guarantor” means Vedanta Resources Plc (registration number: 04740415), a company incorporated under the laws of England and having its registered address at 2^nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ;

“Guarantor Group” means the Guarantor and each of its Subsidiaries;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature;

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 8 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 7.3 (Default interest);

“Legal Reservations” means such reservations, assumptions or qualifications as to matters of law of general application limiting the obligations of the Obligors as have been made in legal opinions addressed and delivered to the Finance Parties pursuant to any Finance Document;

“Lender” means:

(a) the Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LIBOR” means, in relation to any Loan or Unpaid Sum:

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(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for US Dollars LIBOR for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of 11:00 a.m. (London time) on the Quotation Day for the offering of deposits in US Dollars LIBOR for an amount comparable to that Loan or Unpaid Sum and for a period comparable to the relevant Interest Period;

“Loan” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Majority Lenders” means:

(a) if there is any Loan then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

(b) if there is no Loan then outstanding and the Available Facility is then greater than zero, a Lender or Lenders whose Available Commitments aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility; or

(c) if there is no Loan then outstanding and the Available Facility is then zero;

(i) if the Available Facility became zero after a Loan ceased to be outstanding, a Lender or Lenders whose Available Commitments aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility immediately before the Available Facility became zero, or

(ii) if a Loan ceased to be outstanding after the Available Facility became zero, a Lender or Lenders whose participations in the Loans outstanding immediately before any Loan ceased to be outstanding aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

“Margin” means four per cent. (4.0%) per annum;

“Material Adverse Effect” means a material adverse effect on:

(a) the ability of the Borrower to perform or comply with its respective obligations under any Finance Document to which it is a party;

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(b) the business, operations, property, projects, condition (financial or otherwise) or prospects of the Borrower;

(c) the validity, legality or enforceability of any Finance Document or any rights or remedies of any Finance Party thereunder; or

(d) the priority or ranking of any Transaction Security granted or purported to be granted;

“Maximum Lending Rate” means the rate which is one per cent. (1%) above the applicable interest rate for the Facility determined in accordance with Clause 7.1 (Calculation of interest);

“Month” means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period;

“Moveable Assets” means all the moveable assets of the Borrower;

“New Lender” has the meaning given to it in Clause 21.1 (Assignments and transfers by the Lenders);

“Obligor” means the Borrower and the Guarantor;

“Original Facility Agreement” means this Agreement in its original form dated 6 July 2009 (and as amended by an amendment agreement dated 10 July 2009), as entered into between the Borrower and the Original Lender;

“Original Financial Statements” means, in relation to the Borrower, its most recent audited consolidated financial statement;

“Party” means a party to this Agreement;

“Promoter” means Anil Kumar Agarwal, an Indian national with passport number G3965804 being, as at the date of this Agreement, or any member of his family and any investment holding company or trust directly or indirectly controlled by any of them.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the

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London interbank market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days);

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 of India;

“RBI Approval Date” means the date on which the RBI approves the terms of this Agreement (as amended and restated by the Amendment and Restatement Agreement);

“Reconstruction Event” has the meaning given to it in Clause 18.4(a) (Merger).

“Reference Banks” means, in relation to LIBOR, the principal London offices of Barclays Bank plc, Deutsche Bank AG, Standard Chartered Bank and State Bank of India or such other banks as may be appointed by the Agent, in consultation with the Borrower;

“Relevant Percentage” means more than fifty per cent. (50%);

“Repayment Date” means any date on which a Repayment Instalment is required to be paid, as more particularly set out in Schedule 5 (Repayment Schedule);

“Repayment Instalment” means any repayment instalment set out in Schedule 5 (Repayment Schedule);

“Repeating Representations” means each of the representations set out in Clause 16 (Representations) (except for the representations set out in Clause 16.6 (No filing or stamp taxes), Clause 16.8(a) (No misleading information), Clause 16.18 (RBI and other approvals) and Clause 16.19 (Foreign exchange control));

“Rupees” means the lawful currency for the time being of India;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period and amount displayed on page 3750 of the Dow Jones Telerate screen. If this service ceases to be available, the Agent may, without reference to any other Finance Party, specify another service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Security” means a mortgage, charge, pledge, hypothecation, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means:

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(a) the Deed of Hypothecation;

(b) any other document created from time to time which may create or evidence any Security to be provided by any person as security for any of the Borrower’s obligations under any Finance Document; and

(c) any document designated as such from time to time by the Agent and the Borrower;

“Selection Notice” means a notice, substantially in the form set out in Schedule 2 (Form of Selection Notice) given in accordance with Clause 8 (Interest Periods);

“Sponsor Debt” means any present or future loan extended to the Borrower by any member of the Guarantor Group;

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than fifty per cent. (50%) of the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Third Parties Act” means the Contracts (Rights of Third Parties) Act 1999;

“Total Commitments” means the aggregate of the Commitments being five hundred million US Dollars (US$500,000,000) as at the date of this Agreement;

“Transaction Security” means any Security for all or any part of the obligations of the Borrower under any Finance Documents expressed to be created by or pursuant to, or evidenced in, any Security Documents;

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 3 (Form of Transfer Certificates) or any other form as determined by the Agent without reference to any other Finance Party;

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“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“US Dollars” or “US$” means the lawful currency for the time being of the United States of America;

“Utilisation” means a utilisation of the Facility; and

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is made or is to be made.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “Agent”, the “Security Trustee”, any “Lender”, any “Finance Party”, the “Borrower”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees including persons taking by novation;

(ii) an “agency” includes any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document) on behalf of that other person;

(v) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated or supplemented including any waiver or consent granted in respect of any term of any Finance Document;

(vi) a “guarantee” also includes an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of

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money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and “guaranteed” and “guarantor” shall be construed accordingly);

(vii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(ix) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x) a law or a provision of law is a reference to that law or, as applicable, that provision as amended or re-enacted; and

(xi) a time of day is a reference to Hong Kong time unless otherwise stated.

(b) Clause and Schedule headings are for ease of reference only and shall not affect the interpretation of any term of this Agreement.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default is “continuing” if it has not been remedied or waived.

(e) Reference to the words “include” or “including” shall be construed without limitation.

(f) Words importing the singular number shall include the plural and vice-versa.

1.3 Third Party Rights

(a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced and enjoyed only by a party to it and the operation of the Third Parties Act is excluded.

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(b) Notwithstanding any provision of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to vary, rescind or terminate that Finance Document.

2 THE FACILITY

2.1 The Facility

The Parties acknowledge that, pursuant to the terms of the Original Facility Agreement, the

Original Lender has made available to the Borrower a US Dollar term loan facility up to an aggregate amount not exceeding the Total Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor, whether such debt was originally contracted as such or was acquired from another Finance Party by a transfer, in whole or in part, from such other Finance Party of the debt due to it by the Obligor, shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3 PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards its capital expenditure requirements.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4 UTILISATION

The Parties acknowledge that, as at the Effective Date, the Facility has been fully utilised.

5 REPAYMENT

5.1 Repayment of Loans

The Borrower undertakes to repay the principal amount of the Facility in accordance with the repayment schedule set out in Schedule 5 (Repayment Schedule) or with such deviations thereto as may be required to conform with the revised repayment schedule as approved by the RBI (if applicable).

5.2 Re-borrowing

The Borrower may not re-borrow any part of the Facility which is repaid or prepaid.

6 PREPAYMENT AND CANCELLATION

6.1 Illegality

If after the date of this Agreement, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event, and the Agent shall in turn notify the Borrower;

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law or any directive).

6.2 Mandatory prepayment of Loans - Change of Control of the Guarantor

If the Promoter does not or ceases to own (directly or indirectly) at least thirty five per cent. (35%) of the issued share capital (with voting rights) of the Guarantor or otherwise does not or ceases to control the Guarantor and/or any other person or group of persons acting in concert gains control of the Guarantor, then:

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(a) the Borrower shall promptly notify the Agent upon the occurrence of that event; and

(b) if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days’ prior notice to the Borrower, cancel the Facility and declare the outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable on the date specified in the notice, whereupon the Facility and the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

For the purpose of this Clause:

(a) “control” of a person means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to;

(i) appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(ii) give directions with respect to the operating and financial policies of that person, which the directors or other equivalent officers of that person are obliged to comply with; and

(b) “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate through the acquisition by any of them, either directly or indirectly, of shares in the relevant company, to obtain or consolidate control of the relevant company.

6.3 Voluntary prepayment of Loans

(a) The Borrower may by not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice to the Agent, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces that Loan by a minimum amount of ten million US Dollars (US$10,000,000) or a higher amount, which is in integral multiples of five million US Dollars (US$5,000,000)).

(b) A Loan may only be prepaid under this Clause 6.3 (Voluntary prepayment of Loans) on the last day of an Interest Period for that Loan.

(c) Any prepayment under this Clause 6.3 (Voluntary prepayment of Loans) shall satisfy the obligations of the Borrower under Clause 5.1 (Repayment of Loans) pro rata and be applied rateably among the participations of all Lenders.

6.4 Right of prepayment and cancellation in relation to a single Lender

(a) If:

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(i) any Lender claims indemnification from the Borrower under Clause 12.1 (Increased costs); or

(ii) the rate notified by a Lender in relation to a particular Interest Period under sub-clause (a)(ii) of Clause 9.2 (Market disruption) is higher than the lowest rate notified by another Lender under that clause,

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans.

(b) On receipt of a notice referred to in sub-clause (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of the Interest Period which ends after the Borrower has given notice under sub-clause (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in that Loan.

6.5 Restrictions

(a) Any prepayment under this Agreement shall only be made subject to the same being permitted under applicable law and regulation including, specifically, the ECB Guidelines.

(b) Any notice of cancellation or prepayment given by any Party under this Clause 6 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, save for voluntary prepayment under Clause 6.3 (Voluntary Prepayment of Loans), shall be subject to Break Costs as applicable. No premium or penalty is payable in respect of any prepayment made under this Agreement.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

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(f) If the Agent receives a notice under this Clause 6 (Prepayment and Cancellation), it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

Any prepayment under this Clause 6 (Prepayment and Cancellation) shall satisfy the obligations of the Borrower under Clause 5.1 (Repayment of Loans) pro rata and be applied rateably among the participations of all Lenders.

7 INTEREST

7.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) three (3) or six (6) Months LIBOR as the Borrower may select.

7.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period and calculated on the basis of the actual number of days elapsed in a year of 360 days.

7.3 Default interest

(a) Subject to the ECB Guidelines, if the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at (subject to sub-clauses (b) and (c) below) the Maximum Lending Rate (on the basis that the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent). Any interest accruing under this Clause 7.3 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the Maximum Lending Rate.

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(c) Without prejudice to the rights of the Finance Parties under Clause 20 (Consequences of Events of Default), if any Security expressed to be created by or pursuant to any Security Document is not fully perfected with the ranking and priority it is expressed to have by or before the date specified in Schedule 6 (Conditions Subsequent), the Borrower shall pay default interest at the Maximum Lending Rate, until the date on which such Security is fully perfected with the ranking and priority it is expressed to have.

(d) For the avoidance of doubt, the aggregate default interest rate payable by the Borrower under this Agreement shall not exceed the Maximum Lending Rate.

(e) Subject to the ECB Guidelines, default interest pursuant to sub-clause (a) above (if unpaid) arising on an Unpaid Sum will be compounded with the overdue amount at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

7.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest that is required to be notified under this Agreement.

8 INTEREST PERIODS

8.1 Duration of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in a Selection Notice. Each Selection Notice for the Loan is irrevocable and must be delivered to the Agent by the Borrower not later than 11:00 a.m. (Hong Kong time) on the [third (3^rd)] Business Day prior to the first day of that Interest Period (or at such later time as the Agent may approve). If the Borrower fails to deliver a Selection Notice to the Agent in accordance with this paragraph, the relevant Interest Period will, subject to paragraph (c) below be three (3) Months.

(b) Subject to this Clause 8, the Borrower may select an Interest Period of three (3) or six (6) Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

(c) No Interest Period for a Loan shall extend beyond the Final Repayment Date.

(d) Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if that Loan has already been made) on the last day of the preceding Interest Period for such Loan.

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(e) The first Interest Period for the first Loan shall end on the day falling six (6) Months after the First Utilisation Date. The first Interest Period for each other Loan shall end on the same day as that on which the then current Interest Period for the first Loan ends.

8.2 Changes to Interest Periods

(a) Prior to determining the interest rate for a Loan, the Agent may, after consultation with the Borrower, divide any Loan and/or shorten an Interest Period for any Loan to ensure there are sufficient Loans (with an aggregate amount equal to or greater than the relevant Repayment Instalment) which have an Interest Period ending on a Repayment Date for the Borrower to make the relevant Repayment Instalment due on that date.

(b) If the Agent makes any change to an Interest Period referred to in this Clause 8.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders.

8.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9 CHANGES TO THE CALCULATION OF INTEREST

9.1 Absence of quotations

Subject to Clause 9.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. (London time) on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

9.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s participation in that Loan for that Interest Period shall subject to any agreement under Clause 9.3 (Alternative basis of interest or funding), be the rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which is expressed as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

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(b) In relation to a Market Disruption Event under paragraph (c)(ii) below, if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than LIBOR or if a Lender shall fail to notify the Agent of any such percentage rate per annum, the cost to that Lender of funding its participation in the relevant Loan for the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(c) In this Agreement “Market Disruption Event” means:

(i) at or about noon in London on the first day after the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for US Dollars for the relevant Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty three and one third per cent. (33 ¹⁄₃%) of that Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR or would not be linked to LIBOR.

9.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than seven (7) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to sub-clause (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(c) For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the seven (7) day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

9.4 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

10 FEES

10.1 Upfront fee

The Original Lender shall pay to the relevant Lender (for its own account) an upfront fee in the amount and at the times agreed in the relevant Fee Letter.

10.2 Agency fee

The Original Lender shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.

10.3 Security Trustee Fee

The Original Lender shall pay to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in the relevant Fee Letter.

11 TAX GROSS-UP AND INDEMNITIES

11.1 Definitions

(a) In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the discretion of the person (acting reasonably) making the determination.

11.2 Tax gross-up

(a) All payments to be made by the Borrower to any Finance Party under or in connection with a Finance Document shall be made free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law in which case the sum payable by

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the Borrower shall be increased to the extent necessary to ensure that the Finance Party concerned receives a sum, net of any Tax Deduction, equal to the sum which it would have received had no Tax Deduction been required, Provided that, notwithstanding any other provision of this Agreement, where any Loan (or part thereof) is transferred by a Lender that is incorporated or resident in India to any bank or financial institution incorporated, or resident, outside of India pursuant to Clause 21 (Changes to the Lenders), the Borrower’s obligation to gross up for any payment subject to a Tax Deduction under this Agreement at any time to such bank or financial institution incorporated, or resident, outside of India shall only be in respect of that amount of the Loans which is the first one hundred and fifty million US Dollars (US$150,000,000) transferred or assigned by Lenders incorporated, or resident, in India pursuant to Clause 21 (Changes to the Lenders) to any bank or financial institution incorporated, or resident, outside of India.

(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) evidencing to the reasonable satisfaction of that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

11.3 Tax indemnity

(a) Without prejudice to Clause 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within three (3) Business Days of demand by the Agent) indemnify the Finance Party which determines it has suffered a loss or liability as a result against such

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payment or liability together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

(b) Sub-clause (a) above shall not apply:

(i) with respect to any Tax imposed:

(A) by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction or jurisdictions in which that Finance Party is treated as resident for tax purposes; or

(B) by the jurisdiction in which its Facility Office is located; or

(C) which is calculated by reference to the net income actually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 11.2 (Tax gross-up).

(c) A Finance Party making, or intending to make a claim under sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower.

(d) A Finance Party shall, on receiving a payment from the Borrower under this Clause 11.3 (Tax indemnity), notify the Agent.

11.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part of that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall, as soon as practicable, pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

11.5 Stamp taxes

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Any stamp duty, registration and other similar Taxes applicable in any relevant jurisdiction in connection with any Finance Document shall be for the account of the Borrower. Without prejudice to the aforesaid provision, the Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

11.6 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made or any services rendered by any Finance Party to any Party in connection with a Finance Document, that Party shall pay (unless that Party is the Agent, in which case the Borrower shall pay) to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by the Finance Party in respect of the costs or expenses.

12 INCREASED COSTS

12.1 Increased costs

(a) Subject to Clause 12.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) The terms “law” and “regulation” in this sub-clause (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity reserve assets or Tax.

(c) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by that Finance Party or one of its Affiliates);

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(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

12.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

12.3 Exceptions

(a) Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by Borrower;

(ii) compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because of the application of any of the exclusions in sub-clause (b) of Clause 11.3 (Tax indemnity)); or

(iii) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b) In this Clause 12.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 11 (Definitions).

13 OTHER INDEMNITIES

13.1 Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against the Borrower;

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(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

13.2 Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) any information produced or approved by any Obligor being (or being alleged to be) incorrect, misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement

(d) a failure by the Borrower to pay any amount due under a Finance Document on its due date and in the relevant currency, including any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

(e) funding, or making arrangements to fund, its participation in a Loan but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by that Finance Party alone); or

(f) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

13.3 Indemnity to the Agent and the Security Trustee

The Borrower shall promptly indemnify the Agent and the Security Trustee on demand against any cost, loss or liability incurred by the Agent or the Security Trustee (acting reasonably) as a result of:

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(a) investigating any event which it believes is a Default;

(b) acting or relying on any notice, request or instruction which it believes to be genuine, correct and appropriately authorised; or

(c) any other action taken by the Agent or the Security Trustee in accordance with this Agreement.

14 MITIGATION BY THE LENDERS

14.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 6.1 (Illegality), Clause 11 (Tax gross-up and indemnities) or Clause 12 (Increased costs) including (but not limited to):

(i) providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii) relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office

(b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

15 COSTS AND EXPENSES

15.1 Transaction expenses

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The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other documents (including any Finance Documents) prepared and/or executed after the date of this Agreement.

15.2 Amendment costs

If:

(a) the Borrower requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 27.9 (Change of currency),

the Borrower shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement costs

The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal and accounting fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

15.4 Agent’s and/or Security Trustee’s Expenses

(a) The Borrower shall promptly on demand pay the Security Trustee the amount of all costs and expenses (including legal fees) reasonably incurred by the Security Trustee in connection with the creation, administration, assignment or release of any Transaction Security.

(b) In the event of:

(i) a Default; or

(ii) the Agent and/or the Security Trustee considering it necessary or expedient; or

(iii) the Agent and/or the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Agent and/or the Security Trustee and the Borrower agree to be of an exceptional nature and/or outside the scope

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of the normal duties of the Agent and/or the Security Trustee under the Finance Documents,

the Borrower shall pay to the Agent and/or the Security Trustee (as applicable) any additional remuneration that may be agreed between them.

(c) If the Agent and/or the Security Trustee and the Borrower fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent or Security Trustee (as applicable) (the costs of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding on the Parties.

15.5 Borrower’s costs

The Borrower shall itself bear any costs and expenses incurred by it which are similar to those costs and expenses contemplated in Clauses 15.1 (Transaction expenses) to 15.3 (Enforcement costs) above

16 REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 16 (Representations) to each Finance Party on the date of this Agreement.

16.1 Status

(a) Each of the Obligors is a corporation, duly incorporated and validly existing under the law of its country of incorporation.

(b) Each of the Obligors has the power to own its assets and carry on its business as it is being conducted.

16.2 Binding obligations

(a) Subject to the Legal Reservations, each Finance Document to which it or any of the other Obligors is a party will, when executed, constitute legal, valid and binding obligations on the Borrower and/or the Obligors (as the case may be) enforceable in accordance with its respective terms and would be so treated in the courts and/or tribunals of England.

(b) The choice of English law as the governing law of the Finance Documents (other than Security Documents) will be recognised and enforced in India.

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(c) Any judgment obtained from a superior court in England in relation to a Finance Document governed by English law (other than a Security Document) will be recognised and enforced in India.

16.3 Non-conflict with other obligations

The entry into and performance by it, or any of the other Obligors, of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it (including, without limitation, the ECB Guidelines);

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets; or

(d) any of its borrowing limit or powers or any other powers exercisable by its directors in connection herewith.

16.4 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(b) No limit placed on it or the powers of its directors will be exceeded as a result of the borrowing, granting of Security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

16.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create any Transaction Security expressed to be granted or created by it by or pursuant to, or (as the case may be) any Transaction Security expressed to have been granted or created by it and to be evidenced in, any Security Document and to ensure that such Transaction Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect.

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16.6 No filing or stamp taxes

Under the law of its and each of the other Obligors’ jurisdiction of incorporation and/or the laws of any other relevant jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction (other than any registrations which have been effected on or prior to the First Utilisation Date or any registrations and filings relating to any Security Document which cannot be effected until and will be effected upon, the execution of those Security Documents), or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than the stamp duties or registration duties paid on or prior to the First Utilisation Date or which will be payable in connection with the Security Documents upon their execution), except that in the case of the Borrower:

(a) stamp duty is payable in India:

(i) on an executed original or counterpart of a Finance Document, within three (3) Months of the date upon which such original or counterpart is first brought into India (if such original or counterpart was executed outside India); or

(ii) at or prior to the time of execution of a Finance Document in India; and

(b) any filing, registration or enrolling to be made, or any Tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered under the Amendment and Restatement Agreement and which will be made or paid (as the case may be) within the prescribed timeline.

16.7 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

16.8 No misleading information

(a) Any factual information provided by the Borrower or any of the other Obligors for the purposes of the Facility was true and accurate and not misleading as at the date it was provided or as at the date (if any) at which it is stated.

(b) All other information supplied by or on behalf of the Borrower (including its advisers) is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect and the Borrower is not aware of any fact, information or

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circumstances which have not been disclosed in writing to the Agent which might, if disclosed, have a material effect on any such information (including forecasts or projections) provided to the Agent or which might affect the willingness of the Lender to lend upon the terms of this Agreement.

16.9 Financial statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements fairly represent the Borrower’s financial condition and operations during the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since 31 March 2011.

16.10 Ranking of claims

(a) The Borrower shall ensure that its obligations under each Finance Document do and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, present and future.

(b) Each Security Document creates (or once entered into will create) in favour of the Security Trustee for the benefit of the Finance Parties, the Security which it is expressed to create, fully perfected and with the ranking and priority it is expressed to have.

16.11 No proceedings pending or threatened

(a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any of the Obligors.

(b) No corporate action has been taken by any Obligor, nor have any other steps been taken or legal proceedings been started or threatened against any Obligor for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of any Obligor or of any or all of the assets or revenues of such Obligor.

16.12 Immunity

(a) The execution or entering into by the Borrower of the Finance Documents constitute, and its exercise of its rights and performance of its obligations under the Finance

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Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

(b) The Borrower is not, will not be entitled to, and will not claim immunity for itself or any of its assets from suit, execution, attachment or other legal process in any proceedings in relation to the Finance Documents.

16.13 Ownership of assets

The Borrower has good, valid and marketable title to the Moveable Assets, free from any restriction or onerous covenants, and free from any Security save for any Security:

(a) permitted to be created by the Finance Documents; and

(b) created for the benefit of the Finance Parties on execution of the Security Documents.

16.14 Insurances

No event or circumstance has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the insurances.

16.15 Compliance with laws

The Borrower is in compliance in all respects with all laws and Authorisations to which it may be subject and has obtained all necessary Authorisations to undertake its business, where failure to so comply or obtain such Authorisations would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

16.16 Undisclosed liabilities

As at the date as of which its most recent audited financial statements were prepared (which, at the date of this Agreement, are the Original Financial Statements), the Borrower had no material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein nor any unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

16.17 Arm’s length dealings

The Borrower does not have any arrangement, agreement or commitment with any person or has paid or is obliged to pay any fees, commissions or other sums on any account whatsoever to any persons other than on an arm’s length basis and on normal commercial terms.

16.18 RBI and other approvals

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Each Loan is being or will be borrowed in accordance with the Authorisations, guidelines (including the ECB Guidelines), regulations and circulars (which are in effect from time to time) of the RBI.

16.19 Foreign exchange control

It has obtained all necessary governmental and other consents required (if applicable) under all applicable laws for the execution of each Finance Document and for the payment in US Dollars of all sums due thereunder.

16.20 Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the first day of each Interest Period.

17 INFORMATION UNDERTAKINGS

The undertakings in this Clause 17 (Information undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

17.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years its audited consolidated and unconsolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half of each of its financial years its consolidated and unconsolidated financial statements for that financial half year.

17.2 Compliance Certificates

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to sub-clause (a) or (b) of Clause 17.1 (Financial statements), a Compliance Certificate which shall:

(i) confirm that no Default is continuing (or, if a Default is continuing, specify the Default and the steps being taken to remedy the same); and

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(ii) set out (in reasonable detail) calculations to demonstrate compliance with sub-clause (e) of Clause 18.7 (Security) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by any two directors of the Borrower.

17.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 17.1 (Financial statements) shall be certified by a authorised signatory of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine any other relevant matter and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(c) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

17.4 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all material documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or disputes (including any winding up proceedings or notices

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under any enactment or regulation) which are current or pending against the Borrower which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request; and

(d) all information that has been requested by the Agent for the syndication of the Facility.

17.5 Notification of default

(a) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

17.6 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of sub-clause (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall (and shall ensure that each Obligor will) promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-clause (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-clause (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

18 GENERAL UNDERTAKINGS

The undertakings in this Clause 18 (General undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1 Authorisations

The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and any other relevant jurisdiction of any Finance Document to which it is a party.

18.2 Compliance with laws

The Borrower shall respectively comply in all respects with all laws to which it may be subject, if failure so to comply would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

18.3 Environmental Compliance

(a) The Borrower shall comply in all material respects with all Environmental Laws, obtain and maintain all Environmental Permits and take all reasonable steps to monitor compliance with its obligations under any Environmental Law or any Environmental Permit.

(b) The Borrower shall inform the Agent in writing promptly upon becoming aware of:

(i) any Environmental Claim against it which is current or (to the best of its knowledge and belief) pending; or

(ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced against it,

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in each case where such Environmental Claim might reasonably be expected if determined against the Borrower, to have a Material Adverse Effect.

18.4 Merger

(a) The Borrower shall not, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), enter into any arrangement regarding any amalgamation, demerger, merger or corporate reconstruction (each a “Reconstruction Event”).

(b) Paragraph (a) does not apply to any Reconstruction Event which does not result in the downgrade of the credit rating of this Facility by any External Rating Agency by at least two (2) notches from the Existing Credit Rating.

18.5 Change of business

The Borrower shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.

18.6 Conduct of affairs

The Borrower shall at all times carry on and conduct its affairs in a lawful manner.

18.7 Security

(a) The Borrower shall ensure that any Transaction Security expressed to be created by it by or pursuant to, or (as the case may be) expressed to have been created by it and to be evidenced in, any Security Document remains in full force and effect with the ranking and priority it is expressed to have.

(b) The Borrower shall not do or omit to do anything or knowingly permit or cause anything to be done or omitted to be done which would or could adversely affect any Transaction Security.

(c) The Borrower shall:

(i) take all such action as the Agent or the Security Trustee may reasonably request for the purpose of perfecting any Transaction Security; and

(ii) if the Security Trustee lawfully exercises any power (whether of sale or other disposal or otherwise) or right with respect to the Charged Assets, do everything within its power to permit the exercise of such power or right.

18.8 Further assurance

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The Borrower shall from time to time on request by the Agent (or by any other Finance Party through the Agent) do or procure the doing of all such acts and will execute or procure the execution of all such documents as any Finance Party may reasonably consider necessary for giving full effect to each of the Finance Documents or securing to the Finance Parties the full benefits of all rights, powers and remedies conferred upon the Finance Parties in any of the Finance Documents to which it is a party.

18.9 Share capital

The Borrower shall not reduce its share capital unless:

(a) such reduction will not, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect;

(b) such reduction is due to a share buy-back undertaken by the Borrower; or

(c) the Borrower has obtained the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

18.10 Pari passu ranking

The Borrower shall procure that its obligations and the claims of the Finance Parties against it under each Finance Document do and will rank at least pari passu with all its other present or future, actual or contingent, unsecured and unsubordinated obligations, except for those which are mandatorily preferred by applicable law or in the exercise of powers under any law applicable to it.

18.11 Books, records and accounting matters

The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with GAAP for the time being in force in the relevant jurisdiction applicable to it from time to time.

18.12 Use of proceeds

The Borrower shall ensure that all the proceeds of each Loan advanced under this Agreement are used strictly in accordance with the purpose set out in Clause 3.1 (Purpose). The Borrower shall provide a certificate (the “End-use Certificate”) from its chartered accountant within a period of ninety (90) days after the Effective Date, which shall certify that the funds provided to the Borrower pursuant to that Utilisation have been used for the purpose set out in Clause 3.1 (Purpose).

18.13 Compliance with regulations

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The Borrower shall ensure that each Loan will be borrowed in accordance with any and all applicable approvals, guidelines, regulations and circulars issued by any relevant Governmental Agency, including the RBI.

18.14 Subordination of Sponsor Debt

(a) This Facility shall rank ahead of all Sponsor Debt of the Borrower and all principal and interest repayments in respect of any Sponsor Debt shall be subordinated, in both priority and right of payment, to amounts owing under this Facility.

(b) For the avoidance of doubt, paragraph (a) above shall not prevent the Borrower from making any interest repayments, any scheduled payment or any voluntary or mandatory prepayment of principal, or any other payment in respect of any Sponsor Debt, for so long as an Event of Default under Clause 19.1 (Non-payment) has not occurred and is continuing.

18.15 Other undertakings

(a) The Borrower shall obtain the consent (and deliver evidence of the same to the Agent) of all regulatory Authorisations, including RBI approval, which the Agent considers necessary for creation of any Security provided or to be provided pursuant to the Security Documents.

(b) Each Finance Party shall have the right from time to time to inspect any premises of the Borrower, either by itself or via an agent. The costs of any such inspection shall be borne by the Borrower.

(c) In the event of default the Borrower shall ensure that no one on its board of directors is someone who has been identified as a wilful defaulter by RBI.

(d) The Borrower shall not amend or modify the authorised business activities as set out in its Memorandum and Articles of Association or other constitutional documents where such amendment or modification will, in the reasonable opinion of the Agent, be expected to materially and adversely affect the Borrower’s ability to perform or comply with its respective obligations under any Finance Document to which it is a party, unless the Borrower has obtained the prior written approval of the Agent.

18.16 Arm’s length dealings

The Borrower shall not enter into any arrangement, agreement or commitment with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than:

(a) on an arm’s length basis and on normal commercial terms;

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(b) as required by the Finance Documents; or

(c) those to which the Agent (acting on the instructions of the Majority Lenders) has given its prior written consent.

18.17 Rating of the Facility

The Borrower shall procure that the Facility is rated by an External Rating Agency within one hundred and twenty (120) days after the Effective Date.

18.18 Conditions Subsequent

The Borrower shall deliver to the Agent all the documents and other evidences listed in Schedule 6 (Conditions Subsequent) by no later than the date specified in that Schedule.

19 EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 19 (Events of Default) is an Event of Default.

19.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) full payment is made within three (3) Business Days of its due date.

19.2 Other obligations

(a) The Obligors do not comply with any provision or covenant of the Finance Documents (other than those referred to in Clause 19.1 (Non-payment)).

(b) No Event of Default under sub-clause (a) above will occur if the failure to comply is capable of remedy and is remedied within fifteen (15) Business Days of the Agent giving notice to the Borrower, or the Borrower becoming aware of the failure to comply.

19.3 Misrepresentation

Any representation or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of any of the Obligors

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under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made or repeated.

19.4 Cross default

(a) Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

(d) No Event of Default will occur under this Clause 19.4 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 19.4(a) to (c) above is less than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies).

19.5 Insolvency

(a) Any of the Obligors is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared in respect of any indebtedness of any of the Obligors.

19.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) a composition, assignment or arrangement with any creditor of any of the Obligors;

(c) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any of the Obligors or any of their assets; or

(d) enforcement of any Security over any assets of any of the Obligors,

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or any analogous procedure or step is taken in any jurisdiction with respect to any of the Obligors.

19.7 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower having an aggregate value of fifty million US Dollars (US$50,000,000) and is not discharged within sixty (60) days.

19.8 Litigation and final judgments or court orders

(a) Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated therein or against the Borrower or its assets which has or might, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect.

(b) The Borrower fails to comply with or pay any sum in an amount equal to or greater than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies) due from it under any final judgment or any final order made or given by a court of competent jurisdiction. For the purpose of this sub-clause (b), a judgment subject to appeal and which on appeal, to be made within ninety (90) days or statutorily prescribed time period, whichever is shorter, has been stayed, shall not be considered a final judgment.

19.9 Moratorium

The Government of India or any relevant Governmental Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness) of the Borrower.

19.10 Unlawfulness

It is or becomes unlawful for any of the Obligors to perform any of its obligations under the Finance Documents.

19.11 Repudiation

Any of the Obligors repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

19.12 Cessation of business

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The Borrower suspends, ceases or threatens to cease to carry on any of its current businesses or give notice of its intention to do so which, in the opinion of any Finance Party, could have a Material Adverse Effect.

19.13 Material adverse change

One or more events, conditions or circumstances (including any change in law) shall occur or exist which in the opinion of any Finance Party, could have a Material Adverse Effect.

19.14 Security

Any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document is not in full force and effect with the ranking and priority it is expressed to have or any event of default or termination event (howsoever described) (if any) specified in any Security Document occurs.

19.15 Expropriation events

Any Government Agency takes or threatens any action:

(a) for the dissolution of the Borrower, or any action which deprives or threatens to deprive the Borrower:

(i) from conducting any of its businesses or carrying out its operations in the manner it is being conducted or carried out; or

(ii) of the use of any of its assets;

(b) to revoke or terminate or to refuse to provide or renew any Authorisation or to impose onerous conditions on the grant or renewal of any Authorisation; or

(c) with a view to regulate, administer, or limit, or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by the Borrower in connection with its business,

which, in each case, in the opinion of any Finance Party, could have a Material Adverse Effect.

19.16 Change in Control over the Borrower

The Guarantor ceases to hold either directly or indirectly at least the Relevant Percentage of the voting share capital of the Borrower or ceases to Control the Borrower.

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20 CONSEQUENCES OF EVENTS OF DEFAULT

(a) On and at any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i) cancellation: cancel the Total Commitments whereupon they shall immediately be cancelled;

(ii) acceleration: declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(iii) on-demand: declare that all or part of the Loans be payable on demand, whereupon they shall become payable within ten (10) days of demand by the Agent (acting on the instruction of the Majority Lenders); and

(iv) enforcement: exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretion under the Finance Documents.

(b) If the Security Trustee becomes entitled to exercise any of its rights under the Finance Documents pursuant to paragraph (a)(iv) above, the Parties agree that the Security Trustee shall do so in the following order:

(i) firstly, by making a demand under the Corporate Guarantee; and

(ii) secondly, if the full amount claimed under the Corporate Guarantee is not received within sixty (60) days from the date the Security Trustee makes such demand, the Security Trustee shall be entitled to enforce its rights under the Security created by the Deed of Hypothecation and in accordance with applicable laws.

21 CHANGES TO THE LENDERS

21.1 Assignments and transfers by the Lenders

Subject to this Clause 21 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or any other entity as permitted under the ECB Guidelines (the “New Lender”), without notice to, or consent of, the

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Borrower or any other Obligor. Without prejudice to the aforesaid provision, each Lender may (at its sole discretion), without notice to the Borrower, share the credit risk of the whole or a part of the Facility with any other bank by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by such Lender under this Agreement and all other Finance Documents shall remain valid, effective and enforceable by such Lender on the same terms and conditions and the Borrower shall continue to discharge in full all its obligations under this Agreement and all other Finance Documents to such Lender. The Borrower shall not have and shall not claim any privity of contract with such participating bank on account of any reason whatsoever.

21.2 Conditions of assignment or transfer

(a) The consent of the Borrower is not required for any assignment or transfer by a Lender.

(b) An assignment will only be effective on:

(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c) A transfer will only be effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(d) Subject always to Clause 11.2 (Tax gross-up)(a), if:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11 (Tax gross-up and indemnities),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or

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Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred

21.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of one thousand US Dollars (US$1,000) or such other lesser amount as agreed by the Agent.

21.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower;

(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied

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exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights

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and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii) the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

(d) The Agent shall notify the Borrower of any transfer under this Clause within three (3) Business Days after the Transfer Date.

21.6 Disclosure of information

(a) Any Finance Party and any of its officers may disclose to:

(i) any of its Affiliates;

(ii) its head office or any of its branches;

(iii) any other Finance Party;

(iv) the RBI or any other banking regulator elsewhere in the world or any agency or credit bureau, whether authorised by such banking regulator or otherwise, to receive such information on its behalf; and/or

(v) any other person:

(A) (where that Finance Party is a Lender) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(B) (where that Finance Party is a Lender) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

(C) (where that Finance Party is the Agent) who is succeeding (or may potentially succeed) that Finance Party in such capacity;

(D) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

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(E) to whom that Finance Party is under a duty to disclose,

any customer information or any other information about the Borrower, the Facility or the Finance Documents as that Finance Party shall consider appropriate.

(b) Sub-clause (a) above is not, and shall not be deemed to constitute, an express or implied agreement by any Finance Party with the Borrower for a higher degree of confidentiality than that prescribed by applicable law.

(c) Upon the occurrence of an Event of Default under Clause 19.1 (Non-payment), any Finance Party may disclose or publish the details of the Event of Default and the name of the Borrower as defaulter, in such manner and through such media as such Finance Party in its absolute discretion may think fit, including to RBI.

22 CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

23 ROLE OF THE AGENT AND THE SECURITY TRUSTEE

23.1 Appointment of the Agent and the Security Trustee

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party appoints the Security Trustee to act as security trustee under and in connection with the Finance Documents.

(c) Each other Finance Party authorises the Agent and each other Finance Party authorises the Security Trustee to perform the duties and exercise the rights, powers, authorities and discretions specifically given to the Agent or (as the case may be) the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2 Duties of the Agent and the Security Trustee

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Security Trustee shall promptly notify the Agent of the contents of any communication sent or received by it, in its capacity as security trustee under the Finance Documents, to or from the Obligors under any of the Finance Documents.

(f) Subject to paragraph (e) above, the Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to provide any of the Parties with any information with respect to the Obligors whenever coming into its possession or to provide any of the Parties with any communication received by it under or in connection with any of the Finance Documents.

(g) The duties of the Agent and the Security Trustee under the Finance Documents are solely mechanical and administrative in nature. Neither the Agent nor the Security Trustee shall have any duties other than those expressly provided for in the Finance Documents.

23.3 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or the Security Trustee as a trustee or fiduciary of any other person.

(b) None of the Agent or the Security Trustee shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.4 Business with the Borrower

The Agent and the Security Trustee may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

23.5 Rights and discretions of the Agent

(a) The Agent and the Security Trustee may each rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify the signature on any document; and

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(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent and the Security Trustee may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 19.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent and the Security Trustee may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent and the Security Trustee may each act in relation to the Finance Documents through its personnel and agents.

(e) The Agent and the Security Trustee may each disclose to any other Party any information it reasonably believes it has received as agent or (as the case may be) security trustee under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent or the Security Trustee is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

23.6 Majority Lenders’ and Agent’s instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as security trustee under the Finance Documents in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority or

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discretion vested in it as security trustee under the Finance Documents) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Agent.

(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent or (as the case may be) by the Agent to the Security Trustee will be binding on all the Finance Parties.

(d) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) and the Security Trustee may refrain from acting in accordance with the instructions of the Agent or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(e) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and, in the absence of instructions from the Agent, the Security Trustee may each act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties.

(f) Nether the Agent nor the Security Trustee is authorised to act on behalf of a Finance Party (without first obtaining in the case of the Agent, that Finance Party’s or, in the case of the Security Trustee, the Agent’s consent) in any legal or arbitration proceedings relating to any Finance Document unless the legal or arbitration proceedings relate to:

(i) the perfection, preservation or protection of rights under the Security Documents; or

(ii) the enforcement of any Security Document.

The Agent may not give such consent to the Security Trustee without first obtaining that Finance Party’s consent.

23.7 Responsibility for documentation

None of the Agent or the Security Trustee is responsible for:

(a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, an Obligor or any other person given in or in connection with any Finance Document;

(b) the accuracy of any representation, warranty or statement (whether written or oral) made in or at any time in connection with any Finance Document or the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other

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agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

23.8 Exclusion of liability

(a) Without limiting sub-clause (b) below (and without prejudice to the provisions of paragraph (e) of Clause 27.10 (Disruption to Payment Systems etc.) in the case of the Agent), neither the Agent nor the Security Trustee will be liable for any action taken by it or omitted to be taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may commence any proceedings against any officer, employee or agent of the Agent and no Party (other than the Security Trustee) may take any proceedings against any officer, employee or agent of the Security Trustee in respect of any claim such Party might have against the Agent or the Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent referred to in this sub-clause (b) may enjoy the benefit of or enforce the terms of this Clause 23 (Role of the Agent) in accordance with the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Security Trustee to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

23.9 Lenders’ indemnity to the Agent and the Security Trustee

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Trustee, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent and the Security Trustee in acting as Agent or (as the case may be) Security Trustee under the Finance Documents (unless

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the Agent or the Security Trustee (as applicable) has been reimbursed by an Obligor pursuant to a Finance Document).

23.10 Resignation of the Agent or the Security Trustee

(a) The Agent or the Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Agent or the Security Trustee may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(c) If the Majority Lenders have not appointed a successor Agent or (as the case may be) a successor Security Trustee in accordance with sub-clause (b) above within thirty (30) days after notice of resignation was given, the Agent or the Security Trustee may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(d) The retiring Agent or Security Trustee shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent or Security Trustee under the Finance Documents.

(e) The Agent’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent) that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Agent is a party in its capacity as agent under the Finance Documents.

(f) The Security Trustee’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent), together with such other evidence as the Agent may require, that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents; and

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(iii) the receipt by the Agent of written confirmation from the Security Trustee and the successor (in form and substance satisfactory to the Agent) that all the Security expressed to be created by or pursuant to, or to be evidenced in, the Security Documents in favour of the Security Trustee and all the Security Trustee’s rights, benefits and obligations as security trustee under the Finance Documents have been transferred to the successor.

(g) Upon the relevant resignation notice taking effect, the retiring Agent or (as the case may be) Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23 (Role of the Agent, the Security Trustee) and Clause 24 (Security Trust Provisions). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Agent or (as the case may be) through the Agent to the Security Trustee, require it to resign in accordance with sub-clause (b) above. In this event, the Agent or (as the case may be) Security Trustee shall resign in accordance with sub-clause (b) above.

(i) The Parties agree, if requested to do so, to execute whatever documents may be reasonably required to effect such a change of Agent or Security Trustee. Such a request may be made, in the case of an appointment under paragraph (a), paragraph (c) or paragraph (d) above, by the retiring Agent or Security Trustee or, in the case of an appointment under paragraph (b) above, by the Majority Lenders.

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23.11 Confidentiality

(a) In acting as agent under the Finance Documents, the Agent and, in acting as security trustee under the Finance Documents, the Security Trustee shall be regarded as acting through its agency or other appropriate division which shall in each case be treated as a separate legal person from any other of its branches, divisions or departments.

(b) If information is received by another division or department of the Agent or (as the case may be) Security Trustee, it may be treated as confidential to that division or department and the Agent or (as the case may be) Security Trustee shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Security Trustee shall be obliged to disclose to any other person (i) any confidential information or (ii) any other information if such disclosure would or might, in its reasonable opinion, constitute a breach of any law or a breach of a fiduciary duty.

(d) Without limiting the generality of the foregoing, neither the Agent nor the Security Trustee shall be obliged to disclose to any Finance Party any information provided to it by the Borrower or any Affiliate of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document.

23.12 Relationship with the Lenders

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(a) Subject to Clause 27.2 (Distributions by the Agent), the Agent and the Security Trustee may each treat each Lender as (i) a Lender, (ii) entitled to or liable for any payments under this Agreement, (iii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document and (iv) acting through its Facility Office, unless it has received not less than five (5) Business Days prior notice from that Lender (through the Agent, in the case of the Security Trustee) to the contrary in accordance with the terms of this Agreement.

(b) Neither the Agent nor the Security Trustee shall have any obligation or liability to any Finance Party or any other person as a result of any failure by the Borrower, any Obligor or any other person to perform any of its obligations under the Finance Documents.

(c) Where any provision of any Finance Document provides that the Agent or (as the case may be) the Security Trustee may certify or determine an amount or rate payable by the other Finance Parties or any of them, a certificate by the Agent or (as the case may be) the Security Trustee as to such amount or rate shall be conclusive and binding on each such other Finance Party in the absence of manifest error.

23.13 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a) the financial condition, status and nature of the Borrower and each other Obligor;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the ownership, value or sufficiency of any of the Charged Assets, the adequacy or priority of any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document, the right or title of any person in or to any of the Charged Assets or the existence of any Security affecting the same;

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(e) the adequacy, accuracy and/or completeness of any information provided by the Agent, the Security Trustee, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document,

and that it has not relied upon any representation or statement made by the Agent or the Security Trustee as being an inducement to enter into any Finance Document.

23.14 Reference Banks

If a Reference Bank which is a Lender ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

23.15 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent or the Security Trustee under the Finance Documents, the Agent or (as the case may be) the Security Trustee may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent or (as the case may be) the Security Trustee would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

23.16 Change of Office

Either the Agent or the Security Trustee may at any time in its sole discretion by notice to each Finance Party, the Borrower and each other Obligor designate a different office from which its duties as agent or (as the case may be) security trustee under the Finance Documents will be performed from the date of notification

23.17 Notice Periods

To the extent this Agreement specifies a minimum period of notice to be given to the Agent or the Security Trustee, the Agent or the Security Trustee (as the case may be) may, in its discretion, accept a shorter period.

23.18 Transfer Certificate

Each Party (except for the relevant Existing Lender and the relevant New Lender which is seeking the relevant transfer in accordance with Clause 21 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

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24 Security Trust Provisions

24.1 Definitions

In this Clause 24:

“Deductions” means:

(a) all sums payable to any Receiver and Delegate;

(b) all sums which the Security Trustee is required to pay to any person in priority to, or before making any distribution to, the Finance Parties; and

(c) insurance proceeds required to be applied in repairing, replacing, restoring or rebuilding any Charged Assets which have been damaged or destroyed.

“Proceeds” means all receipts or recoveries by the Security Trustee in relation to the Rights and all other moneys which are by the terms of any of the Finance Documents to be applied by the Security Trustee in accordance with Clause 24.5 (Application of Proceeds), after deducting (without double counting) the Deductions and including the proceeds (after deducting commissions and expenses) of any permitted currency conversion, but not including in any such case any amounts paid to the Security Trustee in accordance with Clause 26.4 (Reversal of redistribution).

“Rights” means:

(a) the Transaction Security;

(b) all contractual rights in favour of the Security Trustee (other than for its sole benefit) under or pursuant to any Finance Document; and

(c) all rights vested by law in the Security Trustee by virtue of its holding the Transaction Security.

“Trust Property” means the Rights and the Proceeds.

24.2 Trust for Finance Parties

(a) The Security Trustee and each other Finance Party agree that the Security Trustee shall hold the Trust Property on trust for the Finance Parties on the terms and conditions contained in the Finance Documents. Each Finance Party irrevocably authorises the Security Trustee to enter into each and any Security Document as trustee on behalf of such Finance Party and settle the Trust Property as described in such Security Document on trust on its behalf. The Borrower hereby declares and

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confirms, that it has, simultaneously with the execution of this Agreement, settled and kept apart a sum of Rs. 1,000 with the Security Trustee, being the initial corpus of the trust created herein and the Security Trustee hereby confirms receipt of and accepts the sum of Rs. 1,000 in the trust hereby declared together with all additions or accretions thereto including the investments representing the same, subject to the powers, provisions, agreements and declarations herein contained.

(b) It is agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by paragraph (a) above, the relationship of the Finance Parties to the Security Trustee shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the Parties.

24.3 Directions and Default Procedure

(a) Each of the Agent and the Security Trustee shall as soon as reasonably practicable after becoming aware of the same notify the other of:

(i) any Default arising under Clause 19.1 (Non-payment) of which it has actual knowledge; and

(ii) any other Default of which it has received notice (other than from the other) in its capacity as agent or (as the case may be) as security trustee under the Finance Documents.

(b) None of the Agent or the Lenders shall have any independent power to enforce the Security Documents or the Transaction Security or to exercise any rights, powers, authorities or discretions or to grant any consents or releases under or pursuant to the Security Documents or otherwise have direct recourse to the Transaction Security except through the Security Trustee.

(c) Subject to:

(i) paragraph (d) of Clause 23.6 (Majority Lenders’ and Agent’s Instructions); and

(ii) compliance by the other Parties with paragraphs (f) and (g) of Clause 24.9 (Relationship with the Finance Parties),

the Security Trustee shall take such action (including the exercise of all rights, powers, authorities and discretions and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Finance Documents as the Agent shall specifically direct the Security Trustee in writing (and so that only the Agent shall be entitled to give any such directions to the Security Trustee). The

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provisions of the preceding sentence of this paragraph (c) shall not apply where the terms of the Finance Documents entitle the Security Trustee to take, or refrain from taking, any action and in any such case the Security Trustee shall be entitled to take or, as the case may be, refrain from taking such action without reference to (and notwithstanding any contrary direction from) the Agent.

(d) Subject to paragraph (c) above and Clause 20 (Consequences of Events of Default), at any time after the Security Documents have become enforceable in accordance with their respective terms, the Security Trustee shall, acting on the written directions of the Agent, exercise all powers of enforcement of the Transaction Security in accordance with such directions but not otherwise.

(e) The Security Trustee shall not be required to take any action or exercise any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents beyond those which the Agent shall specifically instruct the Security Trustee in writing to take or exercise and then only to the extent stated in the Agent’s specific instructions in writing.

(f) The Security Trustee shall at any time after the occurrence of a Default be entitled (but not obliged) to request instructions from the Agent as to whether it should endeavour to enforce any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents and/or as to the manner in which it should endeavour to do so, and to request the Agent to convene on reasonable notice a meeting of the Finance Parties to discuss such matters. The Security Trustee shall have no obligation to ensure that the Agent convenes such a meeting or that any Finance Party attends such a meeting.

24.4 Payments to the Security Trustee

Notwithstanding any other provision of any Finance Document, at any time after any of the Transaction Security becomes enforceable, the Security Trustee may require the Agent to pay all sums received or recovered by it from any Obligor under any Finance Document to the Security Trustee or as it may direct for application in accordance with the terms of the Finance Documents.

24.5 Application of Proceeds

(a) All Proceeds attributable to any Obligor shall, to the extent permitted by all applicable laws, be applied by the Security Trustee in the following order of priority:

(i) first, in or towards payment of any amount then due and payable by that Obligor to the Security Trustee under the Finance Documents;

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(ii) secondly, if that Obligor is the Borrower, in or towards satisfying its obligations (if any) to the Lenders under or in relation to Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee), insofar as such obligations arise as a result of a payment made by the Lenders or any of them to the Security Trustee under Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee), pro rata to the amounts owed to each of them under Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee);

(iii) thirdly, in payment to the Agent, on behalf of the Finance Parties, for application in discharging all the amounts then due and payable by that Obligor under the Finance Documents or, if such payment is insufficient to discharge all such amounts, for application towards the obligations of that Obligor under the Finance Documents in the order set out in Clause 27.5 (Partial Payments);

(iv) fourthly, if such Obligor is under no further actual or contingent liability under the Finance Documents, in payment to any person whom the Security Trustee is obliged to pay in priority to such Obligor, to the extent it is so obliged; and

(v) fifthly, in payment to such Obligor.

(b) Before making any application under paragraph (a) above the Security Trustee may:

(i) convert any Proceeds attributable to any Obligor from their existing currency of denomination into the currency or currencies (if different) of sums then outstanding from that Obligor under the Finance Documents (any such conversion from one currency to another to be made at the spot rate for the purchase of that other currency with the first-mentioned currency reasonably determined by the Security Trustee);

(ii) place any such Proceeds to the credit of a proceeds or a suspense or any other account or accounts (howsoever named) and hold the same (whether or not set aside by way of reserve in accordance with paragraph (b)(iii) below) in such account or accounts for any period;

(iii) set aside in any such account, by way of reserve, amounts required to meet:

(A) any amount which may become due and payable by that Obligor to the Security Trustee under the Finance Documents;

(B) all such Deductions insofar as they relate to that Obligor, the Rights relating to that Obligor and the obligations of that Obligor under the Finance Documents which will or may become payable and which will or

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may not be discharged out of future receipts or recoveries pursuant to, or upon enforcement of, any of the Rights relating to that Obligor; and

(C) any other liability which may arise.

(c) An application of any Proceeds by the Security Trustee in accordance with paragraph (a) above does not prevent any subsequent exercise of its powers under paragraph (b) above.

(d) The fact that the Security Trustee may apply any Proceeds in accordance with paragraph (a)(ii) or paragraph (a)(iii) above, or determine that any Obligor is under no further actual or contingent liability under the Finance Documents and apply any Proceeds in accordance with paragraph (a)(iv) or paragraph (a)(v) above, will not prevent the Security Trustee from applying any further Proceeds in the order set out in paragraph (a) above.

(e) The Security Trustee shall be entitled to make the deductions or withholdings (on account of Tax or otherwise) from payments under this Agreement which it is required by any applicable law or regulations to make, and to pay all Taxes which may be assessed against it and/or all expenses which may be incurred by it in respect of any of the Trust Property, in respect of anything done by it in its capacity as security trustee under the Finance Documents or otherwise by virtue of such capacity. The Borrower agrees that its obligations under the Finance Documents shall only be discharged by virtue of receipt or recovery by the Security Trustee of Proceeds, or of applications made by the Security Trustee under this Agreement, to the extent that the ultimate recipient actually receives moneys (whether directly or through the Agent or otherwise) from the Security Trustee under this Agreement which are to be applied in or towards the discharge of those obligations.

(f) If the Borrower receives any sum from any person which, pursuant to the Finance Documents, should have been paid to the Security Trustee, such sum shall be held on trust for the Finance Parties and forthwith be paid over to the Security Trustee for application in accordance with this Clause 24.5.

(g) The Security Trustee shall be entitled to pay any Deductions to the person or persons entitled to them.

(h) The Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to investigate the application by any other person of any sums distributed pursuant to this Clause 24.5.

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(i) Any application or distribution which subsequently proves, or is agreed by the Security Trustee, to have been invalid or which must be repaid or refunded shall be repaid or refunded and will be deemed as never having been made.

24.6 Transaction Security

The Security Trustee:

(a) may accept, without enquiry, requisition or objection, such right and title as each of the Obligors may have to any of the Charged Assets;

(b) shall not be bound or concerned to investigate or make any enquiry into the right or title of such Obligor, shall not be liable for any lack of or defect in such right or title (whether or not apparent and/or capable of remedy) and, without prejudice to the foregoing, shall not be obliged to require such Obligor to remedy any defect in its right or title as aforesaid;

(c) shall not be liable for any failure or omission to:

(i) give notice to any third party, obtain or effect any Authorisation or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any of the Finance Documents;

(ii) register, notify or otherwise perfect or protect any Transaction Security (including by registering the same under any applicable laws in any country or territory);

(iii) to take, or to require any of the Obligors to take, any steps to render the Transaction Security effective or to secure the creation of any ancillary charge under the laws of any jurisdiction; or

(iv) require any further assurances relating to any Security Document,

or for any delay in doing so;

(d) shall not be obliged to require the deposit with it, or hold in its own possession, any Finance Documents or any title or other documents relating to any Charged Assets, or to take any steps to protect or preserve such documents, and the Security Trustee;

(e) may permit (i) any bank (including the Security Trustee) providing safe custody services or any professional adviser to the Security Trustee and/or (ii) the relevant Obligor (or its lawyers, auditors or other representatives) to retain any of those documents in its possession or obtain access thereto when necessary or convenient, in each case without incurring any liability or responsibility for any loss incurred in connection with such placement, access or possession.

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24.7 No Duty to Collect Payments

The Security Trustee shall not have any duty:

(a) to ensure that any payment or other financial benefit in respect of any of the Charged Assets is duly and punctually paid, received or collected; or

(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Charged Assets.

24.8 Investments and Insurance

(a) Unless provided otherwise in any Finance Document, all moneys which are received by the Security Trustee and held by it as trustee in relation to any of the Finance Documents may, in the name of or under the control of the Security Trustee (or any nominee of it):

(i) or under the control of the Security Trustee be invested in any investment for the time being authorised by English law for the investment of trust money by trustees or in any other investments which may be selected by it (with the consent of the Agent); or

(ii) if not otherwise invested, be placed on deposit at any bank or institution (including the Security Trustee) and upon any terms and in any currency.

The Security Trustee may at any time change or transfer any such investments to or into other such investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss or any depreciation in the value of any such investment or deposit unless directly caused by its gross negligence or wilful misconduct.

(b) Without prejudice to the provisions of any Finance Document, the Security Trustee shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance. Where the Security Trustee is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless any Finance Party shall have requested it to do so in writing through the Agent and the Security Trustee shall have failed to do so within [fourteen (14)] days thereafter.

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24.9 Relationship with the Finance Parties

(a) The Security Trustee shall be entitled to, and shall, carry out all dealings with the other Finance Parties through the Agent.

(b) The Security Trustee shall be entitled to rely on the Agent’s certificate as to all amounts which are owing, actually or contingently, at any time by any Obligor to all or any of the Finance Parties (other than the Security Trustee in its capacity as such) under the Finance Documents, whether or not due.

(c) The Security Trustee shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Agent to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Agent, suitable or expedient or as to any other fact or matter upon which the Security Trustee may require to be satisfied and the Security Trustee shall in no way be bound to call for further evidence or be responsible for any loss that may be occasioned by acting on any such certificate.

(d) The Security Trustee may assume that any instructions, authorities or certificates received by it from the Agent under or pursuant to the Finance Documents are:

(i) given in accordance with the provisions of the Finance Documents;

(ii) given, where appropriate, with any prior approval or consent required under the Finance Documents; and

(iii) given, where appropriate, in accordance with directions of persons or the provisions of agreements by which the Agent is bound,

and the Security Trustee shall not be liable to any other person for any action taken or omitted under or in connection with the Finance Documents in accordance with any such instructions, authorities or certificates unless directly caused by its gross negligence or wilful misconduct. Without prejudice to the generality of the foregoing, it is expressly agreed that the Security Trustee shall be entitled to assume that, and shall have no duty or responsibility to investigate whether, the Agent has obtained any prior approval or consent (whether from any Lender or the Majority Lenders or any other person or group of persons) which the Agent is required to obtain before giving any such instruction, authority or certificate to the Security Trustee.

(e) The Security Trustee shall be entitled (and bound) to assume that the identity of the Agent has not changed from the person named as such in this Agreement or, as the case may be, last notified to the Security Trustee under this paragraph (e) unless and until it is notified otherwise by the retiring Agent and its successor in writing together with the date from which the change becomes effective. The Security Trustee shall be

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entitled to rely upon and assume that any such notification is authentic and shall not be liable for any loss occasioned by so assuming or relying.

(f) The Agent shall promptly notify the Security Trustee of the contents of any communication on any matter concerning the Transaction Security between it and any Obligor or which it receives pursuant to Clause 29.3 (Delivery).

(g) Each other Finance Party shall furnish to the Security Trustee such information as the Security Trustee may reasonably require to enable it to perform its functions as security trustee under the Finance Documents.

24.10 Compliance with Law

Notwithstanding anything else contained in the Finance Documents, the Security Trustee may refrain from doing anything which would or might in its opinion be contrary to any relevant law of any jurisdiction or any relevant directive or regulation of any agency of any state or which would or might otherwise render it liable to any person, and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

24.11 Indemnity

(a) The Borrower irrevocably and unconditionally agrees to indemnify the Security Trustee and every Receiver and Delegate appointed under any of the Finance Documents immediately on demand against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by the Security Trustee or any such Receiver or Delegate in relation to or arising out of (i) the taking, holding, protection or enforcement of any of the Transaction Security, (ii) the exercise or purported exercise of any of the rights, powers, authorities, discretions, remedies and trusts vested in the Security Trustee or any such Receiver or Delegate, (iii) any default by the Borrower in the default of any of the obligations expressed to be assumed by it in the Finance Documents or (iv) any other matter or thing done or omitted to be done in connection with any of the Finance Documents or pursuant to any law or regulation (other than any of the same incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct).

(b) The Security Trustee may, whether or not it has made a demand under paragraph (a) above, indemnify itself and every such Receiver and Delegate out of the Trust Property against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses referred to in paragraph (a) above (other than any incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct), and may pay and retain all sums necessary to give effect to the indemnity in this Clause 24.11 and shall have a lien on the relevant Trust Property and the proceeds of the

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enforcement of the relevant Trust Property for all monies payable to it and such Receiver or Delegate.

24.12 Delegation

(a) The Security Trustee may, with the prior written consent of the Agent at any time delegate by power of attorney or otherwise to any person or persons, or fluctuating body of persons, all or any of the rights, powers, authorities and discretions vested in it by any of the Finance Documents. Any such delegation may be made upon such terms (including the power to sub-delegate) and subject to such conditions and regulations as it may think fit and the Agent may approve.

(b) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate or sub-delegate, unless the Security Trustee has failed to exercise reasonable care in selecting the delegate concerned.

24.13 Appointment of Additional Security Trustees

(a) The Security Trustee may at any time appoint any person (whether or not a trust corporation) to act either as a separate security trustee or as a co-security trustee jointly with it:

(i) if it considers such appointment to be in the interests of the Finance Parties;

(ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or

(iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of the Finance Documents,

and the Security Trustee shall give prior notice to the Borrower and the Agent of any such appointment.

(b) Any such appointment shall only take effect upon the receipt by the Agent of written confirmation from the appointee (in form and substance satisfactory to the Agent) that the appointee agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents.

(c) Any person so appointed shall have such rights, powers, authorities and discretions and such duties and obligations as shall be conferred or imposed on such person by the

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instrument of appointment and shall, subject to any limitation contained in such instrument of appointment, have the same benefits under this Agreement (other than Clause 10.3 (Security Trustee Fee) and this Clause 24.13) as the Security Trustee.

(d) The Security Trustee shall have power in like manner to remove any person so appointed.

(e) Such remuneration as the Security Trustee may pay to any person so appointed, and any costs, charges and expenses incurred by such person in performing its functions pursuant to such appointment, shall be treated as costs, charges and expenses incurred by the Security Trustee in performing its functions as security trustee under the Finance Documents.

(f) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such security trustee, unless the Security Trustee has failed to exercise reasonable care in selecting the security trustee concerned.

24.14 Amendments by Security Trustee

(a) Unless any Finance Document expressly provides otherwise, the Security Trustee may, if authorised by the Agent, amend or vary the terms of, waive breaches of or defaults under or otherwise excuse performance of any provision of, or grant consents under, any of the Security Documents, any such amendment, variation, waiver or consent so authorised to be binding on all Parties and the Security Trustee to be under no liability whatsoever in respect thereof.

(b) Subject to paragraph (c) below, the Agent may, with the prior approval of the Majority Lenders, authorise the Security Trustee to take any action contemplated by paragraph (a) above.

(c) The Agent may not authorise the Security Trustee to effect:

(i) any amendment of any Security Document which would affect the nature or the scope of any of the Charged Assets or any of the Trust Property or the manner in which any Proceeds are to be distributed by the Security Trustee;

(ii) the release of any of the Transaction Security or of any of the Charged Assets from the Transaction Security; or

(iii) any change in this Clause 24.14,

without the prior consent of all the Lenders.

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(d) Paragraphs (a) to (c) above do not apply to any release permitted by Clause 24.15 (Releases) or Clause 24.19 (Winding-up of Trust) or any amendment of any Security Document to the extent necessary to effect such release.

24.15 Releases

The Security Trustee may:

(a) release Charged Assets from the Transaction Security where such Charged Assets are disposed of pursuant to a disposal which is a Permitted Disposal or otherwise permitted by the terms of the Finance Documents (including where the disposal is being effected by enforcement of a Security Document); and

(b) execute any documents (including formal releases and certificates of non-crystallisation of floating charges) and do any things necessary in order to effect any release permitted by this Clause 24.15 or Clause 24.19 (Winding-up of Trust).

24.16 Waiver

The Borrower hereby waives, to the extent permitted under applicable law, all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or any other encumbrance of any nature over any assets, which is capable of being applied in or towards discharge of any of the obligations of the Borrower under the Finance Documents, is so applied, whether on receipt or recovery or at any time thereafter.

24.17 Powers Conferred by General Law

The rights, powers, authorities, discretions and trusts conferred upon the Security Trustee by this Agreement and the other Finance Documents shall be in addition to any which may from time to time be vested in the Security Trustee by the general law or otherwise.

24.18 Perpetuity Period

The perpetuity period under the rule against perpetuities, if applicable to this Agreement, shall be the period of one hundred and twenty-five (125) years less one (1) day from the date of this Agreement.

24.19 Winding-up of Trust

If the Agent, with the approval of the Majority Lenders, shall determine that all the obligations of the Obligors under the Finance Documents have been fully and finally discharged and that none of the Finance Parties is under any commitment, obligation or liability (whether actual

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or contingent) to make Loans or provide other financial accommodation under or pursuant to any Finance Document to the Borrower, the Agent shall notify the Security Trustee of such determination and approval. Upon such notification the trusts set out above shall automatically be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security then held by it.

25 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26 SHARING AMONG THE FINANCE PARTIES

26.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 27 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 27.5 (Partial payments).

26.2 Redistribution of payments

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The Agent shall treat the Sharing Payment as if it had been paid by the Borrower/ other Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 27.5 (Partial payments).

26.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 26.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under sub-clause (a) above, the Borrower/ other Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

26.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 26.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower/ other Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

26.5 Exceptions

(a) This Clause 26 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower/ other Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

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(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

27 PAYMENT MECHANICS

27.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

27.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to the Obligors) and Clause 27.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

27.3 Distributions to the Obligors

The Agent and the Security Trustee may each (with the consent of the Borrower/other Obligor or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower/ other Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower/ other Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

27.4 Clawback

(a) Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents for another Party, the Agent or (as the case may be) the Security Trustee is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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(b) If the Agent or the Security Trustee pays an amount to another Party and it proves to be the case that the Agent or (as the case may be) the Security Trustee had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent or (as the case may be) the Security Trustee shall on demand refund the same to the Agent or (as the case may be) the Security Trustee together with interest on that amount from the date of payment to the date of receipt by the Agent or (as the case may be) the Security Trustee, calculated by the Agent to reflect its cost of funds.

27.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Trustee under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in subclauses (a)(ii) to (iv) above.

(c) Sub-clauses (a) and (b) above will override any appropriation made by the Borrower.

27.6 No set-off by Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

27.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

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(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27.8 Currency of account

(a) Subject to sub-clauses (b) to (e) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.

(d) A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency in which that Unpaid Sum is denominated on its due date.

(e) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

27.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent; and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank Market and otherwise to reflect the change in currency.

27.10 Disruption to Payment Systems etc.

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If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 33 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (but excluding any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 27.10; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

28 SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

29 NOTICES

29.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex.

29.2 Addresses

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The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its respective names below;

(b) the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent and the Security Trustee, that identified with its name below,

or any substitute address, fax number, telex number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.

29.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the sender’s copy of the notice,

and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.

29.4 Notification of address, fax number and telex number

Promptly upon receipt of notification of an address, fax number and telex number or change of address, fax number or telex number pursuant to Clause 29.2 (Addresses) or changing its own address, fax number or telex number, the Agent shall notify the other Parties.

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29.5 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30 CALCULATIONS AND CERTIFICATES

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

30.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

30.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

31 PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

32 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any

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other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

33 AMENDMENTS AND WAIVERS

33.1 Required consents

(a) Subject to Clause 24.14 (Amendments by Security Trustee) and Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders, the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 33.1 (Required consents).

33.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in or an extension of any Commitment;

(v) a change to the Borrower;

(vi) the nature or scope of the Charged Assets or the manner in which the proceeds of enforcement of the Security created under, or (as the case may be) evidenced in, any Security Document are distributed;

(vii) a release of any Security Document other than in accordance with this Agreement or any other Finance Document (or where a sale or disposal of the relevant Charged Asset(s) is expressly permitted under this Agreement or any other Finance Document);

(viii) a change in the currency of the Facility;

(ix) any provision which expressly requires the consent of all the Lenders; or

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(x) Clause 2.2 (Finance Parties’ rights and obligations), Clause 21 (Changes to the Lenders), Clause 26 (Sharing among Finance Parties) or this Clause 33 (Amendments and waivers),

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.

34 COUNTERPARTS

(a) Each Finance Document and any Transfer Certificate:

(i) may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document or (as the case may be) Transfer Certificate; and

(ii) in the case of a Finance Document, the executed signature pages of each party to the Finance Document may be collated into and attached to any number of single copies of the Finance Document, pursuant to paragraph (b) below, as if each of them had been executed by all relevant parties in a single copy, and this has the same effect as if each such Finance Document had been executed in the relevant number of single copies.

(b) If the parties to a Finance Document choose to execute the same in accordance with paragraph (a)(ii) above, they will transmit the signed signature page(s) to Baker & McKenzie.Wong & Leow in its capacity as counsel for the Lenders (or such other person authorised by the relevant parties) (the “Recipient”) and the Recipient shall be and shall be deemed to be authorised by each such party, upon receipt of the executed signature pages of each party to the Finance Document, to collate and attach them into single copies of the Finance Document (with one executed signature page of each party being collated into and attached to one such single copy). For the avoidance of doubt, the Recipient shall have no further duties connected with its position as Recipient.

35 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

36 ENFORCEMENT

36.1 Jurisdiction

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(a) The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including any dispute relating to any non-contractual obligation arising out of or in connection with this Agreement and any dispute regarding the existence, validity or termination of any Finance Document) (a “Dispute”).

(b) The Parties agree that the courts of England are the appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 36.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions and the Borrower hereby consents to each such jurisdiction and agrees not to challenge any such proceeding on the ground of forum non conveniens and/or res judicata.

36.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(a) irrevocably appoints the Guarantor located at 2^nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ as at the date of this Agreement as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

Original Lenders

Name of Original Lender	Address for Notices	Commitment (US$)
WELTER TRADING LIMITED	Attn:		500,000,000
Total:			500,000,000

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Schedule 2

Form of Selection Notice

Selection Notice

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	Vedanta Aluminium Limited as Borrower

Date:

Dear Sirs,

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement shall have the same meaning in this Selection Notice.

2. We refer to the Loan with an Interest Period ending on [                    ]*:

[                    ]*

3. We request that the next Interest Period for the above Loan is [                    ].

This Selection Notice is irrevocable.

Yours faithfully,

authorised signatory for

Vedanta Aluminium Limited

* Insert details of all Loans which have an Interest Period ending on the same date.

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Schedule 3

Form of Transfer Certificates

To:	Axis Bank Limited, Hong Kong Branch (as Agent)
From:	Welter Trading Limited (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 In this Transfer Certificate:

Transfer Effective Date means the date on which the Existing Lender’s Commitment and/or participation in the Loans, rights and obligations referred to in the Schedule are transferred to the New Lender.

3 We refer to Clause 21.5 (Procedure for transfer) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender, FROM THE Transfer Effective Date, transferring to the New Lender by novation all or part of the Existing Lender’s Commitment and/or all or part of the Existing Lender’s participation(s) in any Loan(s), rights and obligations referred to in the Schedule in accordance with Clause 21.5 (Procedure for transfer).

(b) The proposed Transfer Date is the Transfer Effective Date.

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule hereto.

4 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in sub-clause (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders).

5 The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and Transfers the Lenders).

6 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

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7 This Transfer Certificate is governed by English law.

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THE SCHEDULE (to each Transfer Certificate)

Transfer Details:

Participation Transferred

Commitment Transferred

Drawn Amount:	{ — }
Undrawn Amount:	{ — }

Administration Details of New Lender:

New Lender’s Receiving Account:	{ — }
Address of Lending Office:	{ — }

Telephone:	{ — }
Facsimile:	{ — }
Attn/Ref:	{ — }

For and on behalf of	For and on behalf of
{ — insert name of Existing Lender}	{ — insert name of New Lender}

(Sign)		(Sign)
Name:	{ — }	Name:	{ — }
Title:	{ — }	Title:	{ — }

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as { — }.

For and on behalf of

[***insert Agent’s name***]

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(Sign)
Name:	{ — }
Title:	{ — }

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Schedule 4

Form of Compliance Certificate

To:	Axis Bank Limited, Hong Kong Branch (as Agent)
From:	Vedanta Aluminium Limited
Dated:	[insert date]

Dear Sirs

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that: [Insert details of covenants to be certified]

3 We confirm that no Default has occurred and/ or is continuing.

for and on behalf of

Vedanta Aluminium Limited
Signed:
	Managing Director
or

Signed:
	Director	Director

[insert applicable certification language]

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for and on behalf of

[name of auditors of the Borrower]

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Schedule 5

Repayment Schedule

Repayment date	Amount (US$)
21 April 2015		200,000,000
21 April 2016		200,000,000
21 April 2017		100,000,000
Total:		500,000,000

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Schedule 6

Conditions Subsequent

Conditions subsequent to be delivered by the date falling ninety (90) days after the RBI Approval Date:

1 Security Documents

1.1 A certified true copy of a resolution of the board of directors of the Borrower:

(a) approving the terms of the Deed of Hypothecation and resolving that it execute the Deed of Hypothecation;

(b) authorising a specified person or persons to execute the Deed of Hypothecation on its behalf and to affix and/or witness the affixation of the Borrower’s seal thereto (as may be required under the constitutional documents of the Borrower);

(c) authorising such specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Deed of Hypothecation and to file the particulars of the charges created in favour of the Security Trustee with the appropriate Registrar of Companies.

1.2 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.1 above.

1.3 The Deed of Hypothecation executed by the Borrower in favour of the Security Trustee.

1.4 Such other documents as the Agent considers to be necessary or desirable in connection with the creation, validity, perfection or priority of the Security intended to be created by the Deed of Hypothecation including, without limitation, a certified true copy of the duly completed e-Form 8 along with challans/receipts evidencing the filing with the relevant Registrar of Companies, accurately recording the particulars of the Security created by the Borrower under the Deed of Hypothecation.

1.5 A certified true copy of the consent from the assessing officer under the provisions of Section 281 of the Income Tax Act, 1961 of India granting permission for the creation of the Security proposed to be created by the Deed of Hypothecation.

1.6 Evidence that all stamp, registration or similar taxes as set out in Clause 16.6 (No filing or stamp taxes) has been paid in respect of all Security Documents on or prior to the date of their execution.

1.7 A copy of any other Authorisation, filing or other document, opinion or assurance which the Security Trustee considers to be necessary in order to confirm that all other acts (if any) required

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to be done in order to create and perfect the Security held by the Security Trustee for the benefit of the Finance Parties has been done.

2 Legal opinion

A legal opinion in relation to Indian law from Trilegal addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

3 Other documents and evidence

3.1 A certified true copy of the constitutional documents of each of the Obligors or confirmation that there has been no change to the constitutional documents of such Obligor to those delivered to the Agent since the date of delivery, in the event the security is being created after the first Utilisation Date.

3.2 Such other documents relating to any of the matters contemplated herein as the Agent may reasonably require.

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SIGNATURES

As Borrower

Executed by VEDANTA ALUMINIUM LIMITED, the within named Borrower, by the hand of                     , its duly authorised signatory, pursuant to the Resolution of its Board of Directors passed in that behalf on the      day of             , 20    .	)
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Address:	SIPCOT Industrial Complex, Madurai Bypass Road
	T.V. Puram P.O., Tuticorin 2013 628 002,
	Tamil Nadu
Attention:
Telephone:
Fax:
Telex:

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As Agent

EXECUTED by	)
AXIS BANK LIMITED, HONG KONG BRANCH	)
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	)
acting by:	)
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	)	(Sign)
Name:	)
Title:	)
	)

Address:	Unit 805 – 809, Alexandra House
	18 Chater Road
	Central, Hong Kong
Attention:	Mr. Tanmoy Adhikari / Ms. Karishma Merchant
Telephone:	(852) 3656 4004
Fax:	(852) 2522 7821
Telex:	tanmoy.adhikari@axisbank.com / karishma.merchant@axisbank.com

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As Security Trustee

EXECUTED by	)
AXIS BANK LIMITED, HONG KONG BRANCH	)
acting by:	)
	)
	)
Name:	)
Title:	)	(Sign)
	)
	)
	)

Address:	Unit 805 – 809, Alexandra House
	18 Chater Road
	Central, Hong Kong
Attention:	Mr. Tanmoy Adhikari / Ms. Karishma Merchant
Telephone:	(852) 3656 4004
Fax:	(852) 2522 7821
Telex:	tanmoy.adhikari@axisbank.com / karishma.merchant@axisbank.com

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As Original Lender

EXECUTED by	)
WELTER TRADING LIMITED	)
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acting by:	)
	)
	)	(Sign)
Name:	)
Title:	)
	)

Address:	28 Oktovriou Street
	205 Louloupis Court, 1st Floor, P.C. 3035
	Limassol, Cyprus
Attention:
Telephone:
Fax:
Telex:

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EXECUTION PAGE

THE BORROWER
EXCUTED BY	)
VEDANTA ALUMINUM LIMITED	)

/s/ V RAMANATHAN

Authorised Signatory pursuant to the board

resolution dated 25 March 2011

Name: V Ramanathan

/s/ Ashish Garg

Authorised Signatory pursuant to the board

resolution date 25 March 2011

Name: Ashish Garg

THE ORIGINAL LENDER
EXECUTED BY	)
WELTER TRADING LIMITED	)

/s/ Alexis Tsielepis

Authorised Signatory/DIRECTOR

Name: Alexis Tsielepis

/s/ Ashish Garg

Authorised Signatory

Name: Ashish Garg

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THE AGENT
Signed for and on behalf of	)	/s/ Akshaya Kumar Panda
AXIS BANK LIMITED, HONG KONG BRANCH	)
by	)
Akshaya Kumar Panda
Chief Executive
Axis Bank, Hong Kong Branch.
Tanmoy Adhikari		/s/ Tanmoy Adhikari
Head – Credit & Investments
Axis Bank, Hong Kong Branch
THE SECURITY TRUSTEE
Signed for and on behalf of	)
AXIS BANK LIMITED, HONG KONG BRANCH	)
by	)
Akshaya Kumar Panda		/s/ Akshaya Kumar Panda
Chief Executive
Axis Bank, Hong Kong Branch.
Tanmoy Adhikari		/s/ Tanmoy Adhikari
Head – Credit & Investments
Axis Bank, Hong Kong Branch

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EX-4.32

Exhibit 4.32

EXECUTION COPY

US$50,000,000 FACILITY AGREEMENT

DATED 8 JANUARY 2013

VEDANTA ALUMINIUM LIMITED

as Original Borrower

STERLITE INDUSTRIES INDIA LTD.

as Guarantor

AXIS BANK LIMITED, HONG KONG BRANCH

as Arranger

AXIS BANK LIMITED, HONG KONG BRANCH

as Original Lender

AXIS BANK LIMITED, HONG KONG BRANCH

as Agent

AXIS BANK LIMITED

as Security Trustee

CONTENTS

Clause		Page
1.	Definitions and Interpretation		1
2.	The Facility		11
3.	Purpose		11
4.	Conditions of Utilisation		12
5.	Utilisation		12
6.	Repayment		13
7.	Prepayment and Cancellation		13
8.	Interest		15
9.	Interest Periods		16
10.	Changes to the Calculation of Interest		17
11.	Fees		18
12.	Tax Gross-Up and Indemnities		19
13.	Increased Costs		21
14.	Other Indemnities		22
15.	Mitigation by the Lenders		24
16.	Costs and Expenses		24
17.	Guarantee and Indemnity		25
18.	Representations		28
19.	Information Undertakings		32
20.	Financial Covenants		35
21.	General Undertakings		38
22.	Events of Default		42
23.	Consequences of Events of Default		45
24.	Changes to the Lenders		46
25.	Changes to the Obligors		49
26.	Role of the Arranger, the Agent and the Security Trustee		50
27.	Security Trust Provisions		57
28.	Conduct of Business by the Finance Parties		67
29.	Sharing among the Finance Parties		67
30.	Payment Mechanics		68
31.	Set-Off		71
32.	Notices		71
33.	Calculations and Certificates		72
34.	Partial Invalidity		73
35.	Remedies and Waivers		73
36.	Amendments and Waivers		73
37.	Counterparts		74
38.	Governing Law		74
39.	Enforcement		74

Schedule		Page
1.	Original Lenders		75
2.	Conditions Precedent		76
3.	Requests		80
4.	Form of Transfer Certificates		82
5.	Form of Compliance Certificate		84
6.	Form of Accession Letter		85
7.	Form of Resignation Letter		86
Signatures			87

THIS AGREEMENT is dated 8 January 2013 and made between:

(1) VEDANTA ALUMINIUM LIMITED, a company incorporated in India under the Companies Act, 1956 (1 of 1956), with its registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu with corporate identification number U31300TN2001PLC069645 (the “Original Borrower”);

(2) STERLITE INDUSTRIES INDIA LTD., a company incorporated under the laws of India whose registered office is at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin – 628002, Tamil Nadu, India (the “Guarantor”);

(3) AXIS BANK LIMITED, HONG KONG BRANCH as mandated lead arranger (the “Arranger”);

(4) AXIS BANK LIMITED, HONG KONG BRANCH, as original lender (the “Original Lender”);

(5) AXIS BANK LIMITED, HONG KONG BRANCH as agent of the Finance Parties (in such capacity, the “Agent”); and

(6) AXIS BANK LIMITED, a company incorporated under the Companies Act, 1956 and a banking company within the meaning of Section 5(c) of the Banking (Regulation) Act, 1949 and having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden, Ellisbridge, Ahmedabad 380 006, Gujarat, India and having its Central Office at Axis House, Wadia International Centre, P. B. Marg, Worli, Mumbai- 400025, in the State of Maharashtra, India as security trustee for the Finance Parties (in such capacity, the “Security Trustee”).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Authorisation” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, order, lodgement or registration, and, if the same is conditional, the compliance with all the conditions stipulated therein; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

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“Availability Period” means the period from and including the date of this Agreement to and including the date falling 30 days after the date of this Agreement.

“Available Commitment” means a Lender’s Commitment minus:

(a) the aggregate amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the aggregate amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Borrower” means the Original Borrower or an Additional Borrower unless the Original Borrower has ceased to be a Borrower in accordance with Clause 25 (Changes to the Obligors), and a reference to “the Borrower” shall, unless a contrary indication appears, be construed to be a reference to each Borrower.

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and Mumbai;

“Cairn India” means Cairn India Limited, a company registered under the laws of India with its registered office at 101 West View, Veer Savarkar Marg, Prabhadevi, Mumbai – 400025, India.

“Charged Assets” means all and any assets which are, or are expressed to be, the subject of the Transaction Security from time to time;

“Commitment” means:

(a) in relation to the Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate);

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“Control” means, in relation to an entity, the power to direct the management and policy decisions of that entity and/or to appoint the majority of directors on the board of that entity, whether through the ownership of voting share capital, by contract or any other means whatsoever;

“Corporate Guarantee” means the corporate guarantee and indemnity under Clause 17 (Corporate Guarantee and Indemnity).

“Deed of Hypothecation” means the Original Borrower Deed of Hypothecation or the New Borrower Deed of Hypothecation.

“Default” means an Event of Default or any event or circumstance which would (with the expiry of any grace period, the giving of notice, the passage of time, the making of any determination under the Finance Documents or the satisfaction of any applicable condition (or any combination of any of the foregoing)) be an Event of Default;

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems- related nature) to the treasury or payments operations of a Party preventing that or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“ECB” means the external commercial borrowings made by an eligible borrower resident in India from a non-resident recognised lender in accordance with the ECB Guidelines;

“ECB Guidelines” mean the Master Circular on External Commercial Borrowing and Trade Credits dated 2 July 2012 issued by RBI read together with Section 6(3)(d) of the Foreign Exchange Management Act, 1999 and regulation 6 of Notification No. FEMA 3/2000-RB dated 3 May 2000, as amended, modified or replaced from time to time;

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within buildings and air within other natural or man-made structures above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including surface and sub-surface soil and land under water);

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“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law;

“Environmental Law” means any applicable law (including common law) or regulation, statute, rule, ordinance, code, guideline or policy having the force of law in any jurisdiction in which the Borrower conducts business and any applicable judicial or administrative interpretation thereof, including any judicial or administrative order, decree or judgment which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance (including any waste) which (alone or in combination with any other) is capable of causing harm to the Environment;

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Borrower;

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default);

“Existing Borrowing” means the existing external commercial borrowings of JPY 3,960,000,000 extended to the Original Borrower by Welter Trading Limited for capital expenditure purposes.

“Existing Credit Rating” means, in relation to the Facility, the credit rating prevailing immediately prior to a Reconstruction Event.

“External Rating Agency” means CRISIL, ICRA Limited, Credit Analysis & Research Ltd (CARE), Fitch Ratings, or any other rating agency as may be approved by the Agent (in consultation with the Borrower);

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters referred to in Clause 11 (Fees);

“Final Repayment Date” means 24 July 2015;

“Finance Document” means this Agreement, any Accession Letter, any Fee Letter, the Offer Letter, any Resignation Letter, any Utilisation Request, any Transfer Certificate, any Security Document, any Indian security or other document relating to any transfer of security in connection with the Sesa Sterlite Merger, and any other document designated as such by the Agent and the Borrower;

“Finance Party” means the Arranger, the Agent, the Security Trustee or any of the Lenders and “Finance Parties” means all of them;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) monies borrowed;

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(b) any amount raised under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“GAAP” means, in relation to any corporation, generally accepted accounting principles in the jurisdiction of its incorporation;

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under any law or regulation);

“Guarantor Group” means the Guarantor and each of its Subsidiaries;

“Hindustan Zinc” means Hindustan Zinc Ltd, a company incorporated under the laws of India whose registered office is at Yashad Bhawan, Udaipur – 313004, Rajasthan, India.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature;

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest);

“JPY” means the lawful currency for the time being of Japan.

“Legal Reservations” means such reservations, assumptions or qualifications as to matters of law of general application limiting the obligations of the Obligors as have been made in legal opinions addressed and delivered to the Finance Parties pursuant to any Finance Document;

“Lender” means:

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(a) the Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LIBOR” means, in relation to any Loan or Unpaid Sum:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for US Dollars LIBOR for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of 11:00 a.m. (London time) on the Quotation Day for the offering of deposits in US Dollars LIBOR for an amount comparable to that Loan or Unpaid Sum and for a period comparable to the relevant Interest Period, and if any such rate is below zero, LIBOR shall be deemed to be zero;

“Loan” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Majority Lenders” means:

(a) if there is any Loan then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

(b) if there is no Loan then outstanding and the Available Facility is then greater than zero, a Lender or Lenders whose Available Commitments aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility; or

(c) if there is no Loan then outstanding and the Available Facility is then zero;

(i) if the Available Facility became zero after a Loan ceased to be outstanding, a Lender or Lenders whose Available Commitments aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility immediately before the Available Facility became zero, or

(ii) if a Loan ceased to be outstanding after the Available Facility became zero, a Lender or Lenders whose participations in the Loans outstanding immediately before any Loan ceased to be outstanding aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

“Margin” means three point six per cent. (3.6%) per annum;

“Material Adverse Effect” means a material adverse effect on:

(a) the ability of any Obligor to perform or comply with its respective obligations under any Finance Document to which it is a party;

(b) the business, operations, property, projects, condition (financial or otherwise) or prospects of any Obligor;

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(c) the validity, legality or enforceability of any Finance Document or any rights or remedies of any Finance Party thereunder; or

(d) the priority or ranking of any Transaction Security granted or purported to be granted;

“Maximum Lending Rate” means the rate which is one per cent. (1%) above the applicable interest rate for the Facility determined in accordance with Clause 8.1 (Calculation of interest);

“Month” means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period;

“Moveable Assets” means all the moveable assets of each Borrower;

“New Borrower” means the company presently named as Sesa Goa Limited (which, it is intended, will be renamed Sesa Sterlite Limited), a company registered under the laws of India with its registered address at PO Box 125, Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa – 403001, India;

“New Borrower Deed of Hypothecation” means the deed of hypothecation by the New Borrower in favour of the Security Trustee (in trust and for the benefit of the Finance Parties), creating a subservient charge over the moveable assets of aluminium assets of the New Borrower;

“New Lender” has the meaning given to it in Clause 24.1 (Assignments and transfers by the Lenders);

“Novation Effective Date” means the date on which the Agent is satisfied that all obligations of the Original Borrower under the Finance Documents have been effectively transferred to the New Borrower;

“Obligors” means the Borrowers and the Guarantor and “Obligor” means each one of them;

“Offer Letter” means the letter exchanged/agreed/acknowledged between the Borrower and the Security Trustee and/or the Agent pertaining to their commercial terms.

“Original Borrower Deed of Hypothecation” means the deed of hypothecation executed or to be executed by the Original Borrower in favour of the Security Trustee (in trust and for the benefit of the Finance Parties), creating a subservient charge over the Movable Assets of the Original Borrower;

“Original Financial Statements” means, in relation to each Borrower, its most recent audited consolidated financial statement;

“Party” means a party to this Agreement;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the London interbank market in which case the Quotation Day will be determined by the Agent in accordance

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with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days);

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 of India;

“Reconstruction Event” has the meaning given to it in Clause 21.4(a) (Merger).

“Reference Banks” means, in relation to LIBOR, the principal London offices of Barclays Bank plc, Deutsche Bank AG, Standard Chartered Bank and State Bank of India or such other banks as may be appointed by the Agent, in consultation with the Borrower;

“Repeating Representations” means each of the representations set out in Clause 17 (Representations) (except for the representations set out in Clause 18.6 (No filing or stamp taxes), Clause 18.8(a) (No misleading information), Clause 18.18 (RBI and other approvals) and Clause 18.19 (Foreign exchange control));

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Rupees” means the lawful currency for the time being of India;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period and amount displayed on page 3750 of the Dow Jones Telerate screen or alternatively the appropriate page on the Reuters screen. If this service ceases to be available, the Agent may, without reference to any other Finance Party, specify another service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Security” means a mortgage, charge, pledge, hypothecation, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means:

(a) the Deed of Hypothecation;

(b) any other document created from time to time which may create or evidence any Security to be provided by any person as security for any Borrower’s obligations under any Finance Document; and

(c) any document designated as such from time to time by the Agent and the Borrower;

“Selection Notice” means a notice, substantially in the form set out in Part 2 of Schedule 3 (Form of Selection Notice) given in accordance with Clause 9 (Interest Periods);

“Sesa Sterlite Merger” means the proposed merger of the Original Borrower’s aluminium business into the New Borrower, as described in the circular dated 30 May 2012 from Vedanta Resources Plc to its shareholders and disclosed to the Agent prior to the date of this Agreement.

“Sponsor Debt” means any present or future loan extended to the Borrower by any member of the Guarantor Group;

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

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(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than fifty per cent. (50%) of the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Third Parties Act” means the Contracts (Rights of Third Parties) Act 1999;

“Total Commitments” means the aggregate of the Commitments being fifty million US Dollars (US$50,000,000) as at the date of this Agreement;

“Transaction Security” means any Security for all or any part of the obligations of the Borrower under any Finance Documents expressed to be created by or pursuant to, or evidenced in, any Security Documents;

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificates) or any other form as determined by the Agent without reference to any other Finance Party;

“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“US Dollars” or “US$” means the lawful currency for the time being of the United States of America;

“Utilisation” means a utilisation of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is made or is to be made;

“Utilisation Request” means a notice substantially in the form set out in Part 1 of Schedule 3 (Requests); and

“VRPLC” means Vedanta Resources PLC, a company incorporated and registered in England and Wales with company registration number 04740415 and registered office at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

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(i) the “Agent”, the “Arranger”, the “Security Trustee”, any “Lender”, any “Finance Party”, any “Borrower”, the “Guarantor”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees including persons taking by novation;

(ii) an “agency” includes any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document) on behalf of that other person;

(v) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated or supplemented including any waiver or consent granted in respect of any term of any Finance Document;

(vi) a “guarantee” also includes an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and “guaranteed” and “guarantor” shall be construed accordingly);

(vii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(ix) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x) a law or a provision of law is a reference to that law or, as applicable, that provision as amended or re-enacted; and

(xi) a time of day is a reference to Hong Kong time unless otherwise stated.

(b) Clause and Schedule headings are for ease of reference only and shall not affect the interpretation of any term of this Agreement.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(d) A Default is “continuing” if it has not been remedied or waived.

(e) Reference to the words “include” or “including” shall be construed without limitation.

(f) Words importing the singular number shall include the plural and vice-versa.

1.3 Third Party Rights

(a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced and enjoyed only by a party to it and the operation of the Third Parties Act is excluded.

(b) Notwithstanding any provision of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to vary, rescind or terminate that Finance Document.

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a US Dollar term loan facility up to an aggregate amount not exceeding the Total Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor, whether such debt was originally contracted as such or was acquired from another Finance Party by a transfer, in whole or in part, from such other Finance Party of the debt due to it by the Obligor, shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3. PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards refinancing the Existing Borrowing.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

The Lenders will be obliged to comply with Clause 5.4 (Lenders’ participations) only if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Loan;

(b) the Repeating Representations to be made by the Borrower are true in all material respects; and

(c) there has been no material adverse change (or any event which is likely to result in a material adverse change) in the financial condition of the Borrower, or the Republic of India, whether as a result of domestic or international changes.

4.3 Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than one Loan would be outstanding.

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 11:00 a.m. (Hong Kong time) on the third (3^rd) Business Day prior to the proposed Utilisation Date (or at such later time as the Agent may approve).

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii) the proposed first Interest Period complies with Clause 9 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be US Dollars.

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(b) The amount of the proposed Loan must be an amount equal to or less than the Available Facility.

5.4 Lenders’ participations

(a) If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) above have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Agent shall promptly notify each Lender of the amount of each Loan and the amount of its participation in that Loan.

5.5 Cancellation of Available Facility

The Commitments which, at that time, are unutilised shall be immediately cancelled at 5.00 p.m. on the last day of the Availability Period.

6. REPAYMENT

6.1 Repayment of Loans

The Borrower must repay the Loan in full on the Final Repayment Date.

6.2 Re-borrowing

The Borrower may not re-borrow any part of the Facility which is repaid or prepaid.

7. PREPAYMENT AND CANCELLATION

7.1 Illegality

If after the date of this Agreement, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event, and the Agent shall in turn notify the Borrower;

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law or any directive).

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7.2 Mandatory prepayment of Loans - Change of Control of the Borrower or Guarantor

If VRPLC does not or ceases to own (directly or indirectly) at least fifty per cent. (50%) of the issued share capital (with voting rights) of the Borrower or the Guarantor or otherwise does not or ceases to control the Borrower or the Guarantor, or the Guarantor or any other person or group of persons acting in concert gains control of the Borrower or the Guarantor, then:

(a) the Borrower shall promptly notify the Agent upon the occurrence of that event; and

(b) if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days’ prior notice to the Borrower, cancel the Facility and declare the outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable on the date specified in the notice, whereupon the Facility and the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

For the purpose of this Clause:

(a) “control” of a person means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to;

(i) appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(ii) give directions with respect to the operating and financial policies of that person, which the directors or other equivalent officers of that person are obliged to comply with; and

(b) “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate through the acquisition by any of them, either directly or indirectly, of shares in the relevant company, to obtain or consolidate control of the relevant company.

7.3 Voluntary prepayment of Loans

(a) The Borrower may by not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice to the Agent, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces that Loan by a minimum amount of ten million US Dollars (US$10,000,000) or a higher amount, which is in integral multiples of five million US Dollars (US$5,000,000)).

(b) A Loan may only be prepaid under this Clause 7.3 (Voluntary prepayment of Loans) on the last day of an Interest Period for that Loan.

(c) Any prepayment under this Clause 7.3 (Voluntary prepayment of Loans) shall satisfy the obligations of the Borrower under Clause 6.1 (Repayment of Loans) pro rata and be applied rateably among the participations of all Lenders.

7.4 Right of prepayment and cancellation in relation to a single Lender

(a) If:

(i) any Lender claims indemnification from the Borrower under Clause 13.1 (Increased costs); or

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(ii) the rate notified by a Lender in relation to a particular Interest Period under sub-clause (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by another Lender under that clause,

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans.

(b) On receipt of a notice referred to in sub-clause (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of the Interest Period which ends after the Borrower has given notice under sub-clause (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in that Loan.

7.5 Restrictions

(a) Any prepayment under this Agreement shall only be made subject to the same being permitted under applicable law and regulation including, specifically, the ECB Guidelines.

(b) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, save for voluntary prepayment under Clause 7.3 (Voluntary Prepayment of Loans) made on the last day of an Interest Period of the Loan, shall be subject to Break Costs as applicable. No premium or penalty is payable in respect of any prepayment made under this Agreement.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 7 (Prepayment and Cancellation), it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) three (3) or six (6) Months LIBOR as the Borrower may select.

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8.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period and calculated on the basis of the actual number of days elapsed in a year of 360 days.

8.3 Default interest

(a) Subject to the ECB Guidelines, if the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at (subject to sub-clauses (b) and (c) below) the Maximum Lending Rate (on the basis that the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent). Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the Maximum Lending Rate.

(c) Without prejudice to the rights of the Finance Parties under Clause 23 (Consequences of Events of Default), if any Security expressed to be created by or pursuant to any Security Document is not fully perfected with the ranking and priority it is expressed to have by the date required pursuant to Clause 21.9(b) (Security), the Borrower shall pay default interest at the Maximum Lending Rate, until the date on which such Security is fully perfected with the ranking and priority it is expressed to have.

(d) For the avoidance of doubt, the aggregate default interest rate payable by the Borrower under this Agreement shall not exceed the Maximum Lending Rate.

(e) Subject to the ECB Guidelines, default interest pursuant to sub-clause (a) above (if unpaid) arising on an Unpaid Sum will be compounded with the overdue amount at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest that is required to be notified under this Agreement.

9. INTEREST PERIODS

9.1 Duration of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in a Utilisation Request or (if the Loan has already been borrowed) in a Selection Notice. Each Selection Notice for the Loan is irrevocable and must be delivered to the Agent by the Borrower not later than 11:00 a.m. (Hong Kong time) on the third (3^rd) Business Day prior to the first day of that Interest Period (or at such later time as the Agent may approve). If the Borrower fails to deliver a Selection

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Notice to the Agent in accordance with this paragraph, the relevant Interest Period will, subject to paragraph (c) below be three (3) Months.

(b) Subject to this Clause 9, the Borrower may select an Interest Period of three (3) or six (6) Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

(c) No Interest Period for a Loan shall extend beyond the Final Repayment Date.

(d) Each Interest Period for a Loan shall start on its Utilisation Date or (if that Loan has already been made) on the last day of the preceding Interest Period for such Loan.

9.2 Changes to Interest Periods

(a) Prior to determining the interest rate for a Loan, the Agent may, after consultation with the Borrower, divide any Loan and/or shorten an Interest Period for any Loan to ensure there are sufficient Loans (with an aggregate amount equal to or greater than the relevant Repayment Instalment) which have an Interest Period ending on a Repayment Date for the Borrower to make the relevant Repayment Instalment due on that date.

(b) If the Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders.

9.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. (London time) on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s participation in that Loan for that Interest Period shall subject to any agreement under Clause 10.3 (Alternative basis of interest or funding), be the rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which is expressed as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) In relation to a Market Disruption Event under paragraph (c)(ii) below, if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than LIBOR

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or if a Lender shall fail to notify the Agent of any such percentage rate per annum, the cost to that Lender of funding its participation in the relevant Loan for the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(c) In this Agreement “Market Disruption Event” means:

(i) at or about noon in London on the first day after the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for US Dollars for the relevant Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty three and one third per cent. (33 ¹⁄₃%) of that Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR or would not be linked to LIBOR.

10.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than seven (7) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to sub-clause (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(c) For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the seven (7) day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

10.4 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11. FEES

11.1 Upfront fee

The Borrower shall pay to the Arranger (for its own account) an upfront fee in the amount and at the times agreed in the relevant Fee Letter.

11.2 Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the Offer Letter.

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11.3 Security Trustee Fee

The Borrower shall pay to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in the Offer Letter.

12. TAX GROSS-UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the discretion of the person (acting reasonably) making the determination.

12.2 Tax gross-up

(a) All payments to be made by the Borrower to any Finance Party under or in connection with a Finance Document shall be made free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law in which case the sum payable by the Borrower shall be increased to the extent necessary to ensure that the Finance Party concerned receives a sum, net of any Tax Deduction, equal to the sum which it would have received had no Tax Deduction been required, Provided that, notwithstanding any other provision of this Agreement, where any Loan (or part thereof) is transferred or assigned by a Lender that is incorporated or resident in India to any bank or financial institution incorporated, or resident, outside of India pursuant to Clause 24 (Changes to the Lenders), the Borrower’s obligation to gross up for any payment subject to a Tax Deduction under this Agreement at any time to such bank or financial institution incorporated, or resident, outside of India shall only be limited to the same extent as it would have been if the transfer or assignment had not occurred.

(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) evidencing to the reasonable satisfaction of that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

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12.3 Tax indemnity

(a) Without prejudice to Clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within three (3) Business Days of demand by the Agent) indemnify the Finance Party which determines it has suffered a loss or liability as a result against such payment or liability together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

(b) Sub-clause (a) above shall not apply:

(i) with respect to any Tax imposed:

(A) by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction or jurisdictions in which that Finance Party is treated as resident for tax purposes; or

(B) by the jurisdiction in which its Facility Office is located; or

(C) which is calculated by reference to the net income actually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

(c) A Finance Party making, or intending to make a claim under sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower.

(d) A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3 (Tax indemnity), notify the Agent.

12.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part of that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall, as soon as practicable, pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

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12.5 Stamp taxes

Any stamp duty, registration and other similar Taxes applicable in any relevant jurisdiction in connection with any Finance Document shall be for the account of the Borrower. Without prejudice to the aforesaid provision, the Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made or any services rendered by any Finance Party to any Party in connection with a Finance Document, that Party shall pay (unless that Party is the Agent, in which case the Borrower shall pay) to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by the Finance Party in respect of the costs or expenses.

13. INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) The terms “law” and “regulation” in paragraph (a) above shall include the Basel III Framework and any other law or regulation concerning capital adequacy, prudential limits, liquidity reserve assets or Tax.

(c) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by that Finance Party or one of its Affiliates);

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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(d) In this Agreement, “Basel III Framework” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems” and “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee in December 2010 (the “Basel Committee December 2010 Publication”), each as amended, supplemented and restated;

(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee relating to “Basel III”.

13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

(a) Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by Borrower;

(ii) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because of the application of any of the exclusions in sub-clause (b) of Clause 12.3 (Tax indemnity)); or

(iii) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b) In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12 (Definitions).

14. OTHER INDEMNITIES

14.1 Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against the Borrower;

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(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) any information produced or approved by any Obligor being (or being alleged to be) incorrect, misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement

(d) a failure by the Borrower to pay any amount due under a Finance Document on its due date and in the relevant currency, including any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(e) funding, or making arrangements to fund, its participation in a Loan but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by that Finance Party alone); or

(f) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3 Indemnity to the Agent and the Security Trustee

The Borrower shall promptly indemnify the Agent and the Security Trustee (acting reasonably) on demand against any actions, proceedings, costs, charges, expenses, claims, demands, liability (including legal fees) and loss which may be brought or made against or may be incurred by the Security Trustee or the Agent in respect of any matter or thing done or omitted to be done by the Security Trustee or the Agent under any of the Finance Documents as a result of:

(a) investigating any event which it believes is a Default;

(b) acting or relying on any notice, request or instruction which it believes to be genuine, correct and appropriately authorised; or

(c) any other action taken by the Agent or the Security Trustee in accordance with this Agreement.

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15. MITIGATION BY THE LENDERS

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including(but not limited to):

(i) providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii) relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office

(b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other documents (including any Finance Documents) prepared and/or executed after the date of this Agreement.

16.2 Amendment costs

If:

(a) the Borrower requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 30.9 (Change of currency),

the Borrower shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement costs

The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal and accounting fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.4 Agent’s and/or Security Trustee’s Expenses

(a) The Borrower shall promptly on demand pay the Security Trustee the amount of all costs and expenses (including legal fees) reasonably incurred by the Security Trustee in connection with the creation, administration, assignment or release of any Transaction Security.

(b) In the event of:

(i) a Default; or

(ii) the Agent and/or the Security Trustee considering it necessary or expedient; or

(iii) the Agent and/or the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Agent and/or the Security Trustee and the Borrower agree to be of an exceptional nature and/or outside the scope of the normal duties of the Agent and/or the Security Trustee under the Finance Documents,

the Borrower shall pay to the Agent and/or the Security Trustee (as applicable) any additional remuneration that may be agreed between them.

(c) If the Agent and/or the Security Trustee and the Borrower fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent or Security Trustee (as applicable) (the costs of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding on the Parties.

16.5 Borrower’s costs

The Borrower shall itself bear any costs and expenses incurred by it which are similar to those costs and expenses contemplated in Clauses 16.1 (Transaction expenses) to 16.3 (Enforcement costs) above

17. CORPORATE GUARANTEE AND INDEMNITY

17.1 Corporate Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall within five Business Days of demand pay that amount as if it was the principal obligor; and

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(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party within five Business Days of demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4 Waiver of defences

The obligations of the Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause 17, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

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(g) any insolvency or similar proceedings; or

(h) this Agreement or any other Finance Document not being executed by or binding upon any other party.

17.5 Immediate recourse

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6 Appropriations

Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 17.

17.7 Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Guarantor will not exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

(a) to be indemnified by the Borrower;

(b) to claim any contribution from any other guarantor of or provider of security for the Borrower’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Corporate Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If the Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all

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amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 27 (Payment Mechanics).

17.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

17.9 Release of Guarantee

The Guarantor shall be released from all its obligations under this Clause 17 with effect from the Novation Effective Date.

18. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of this Agreement.

18.1 Status

(a) It is a corporation, duly incorporated and validly existing under the law of its country of incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted.

18.2 Binding obligations

(a) Subject to the Legal Reservations, each Finance Document to which it is a party will, when executed, constitute its legal, valid and binding obligations enforceable in accordance with its respective terms and would be so treated in the courts and/or tribunals of England.

(b) The choice of English law as the governing law of the Finance Documents (other than Security Documents) will be recognised and enforced in India.

(c) Any judgment obtained from a superior court in England in relation to a Finance Document governed by English law (other than a Security Document) will be recognised and enforced in India.

18.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it (including, without limitation, the ECB Guidelines);

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets; or

(d) any of its borrowing limit or powers or any other powers exercisable by its directors in connection herewith.

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18.4 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(b) No limit placed on it or the powers of its directors will be exceeded as a result of the borrowing, granting of Security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

18.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create any Transaction Security expressed to be granted or created by it by or pursuant to, or (as the case may be) any Transaction Security expressed to have been granted or created by it and to be evidenced in, any Security Document and to ensure that such Transaction Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect.

18.6 No filing or stamp taxes

Under the law of its jurisdiction of incorporation and/or the laws of any other relevant jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction (other than any registrations which have been effected on or prior to the Utilisation Date or any registrations and filings relating to any Security Document which cannot be effected until and will be effected upon, the execution of those Security Documents), or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than the stamp duties or registration duties paid on or prior to the Utilisation Date or which will be payable in connection with the Security Documents upon their execution), except that in the case of the Borrower:

(a) stamp duty is payable in India:

(i) on an executed original or counterpart of a Finance Document, within three (3) Months of the date upon which such original or counterpart is first brought into India (if such original or counterpart was executed outside India); or

(ii) at or prior to the time of execution of a Finance Document in India; and

(b) any filing, registration or enrolling to be made, or any Tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered under this Agreement and which will be made or paid (as the case may be) within the prescribed timeline.

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18.7 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

18.8 No misleading information

(a) Any factual information provided by the Borrower or any of the other Obligors for the purposes of the Facility was true and accurate and not misleading as at the date it was provided or as at the date (if any) at which it is stated.

(b) All other information supplied by or on behalf of the Borrower (including its advisers) is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect and the Borrower is not aware of any fact, information or circumstances which have not been disclosed in writing to the Agent which might, if disclosed, have a material effect on any such information (including forecasts or projections) provided to the Agent or which might affect the willingness of the Lender to lend upon the terms of this Agreement.

18.9 Financial statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements fairly represent the Borrower’s financial condition and operations during the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since 31 March 2012.

18.10 Ranking of claims

(a) The Borrower shall ensure that its obligations under each Finance Document do and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, present and future.

(b) Each Security Document creates (or once entered into will create) in favour of the Security Trustee for the benefit of the Finance Parties, the Security which it is expressed to create, fully perfected and with the ranking and priority it is expressed to have.

18.11 No proceedings pending or threatened

(a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.

(b) No corporate action has been taken it, nor have any other steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator,

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administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues.

18.12 Immunity

(a) The execution or entering into by it of the Finance Documents constitute, and its exercise of its rights and performance of its obligations under the Finance Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

(b) It is not, will not be entitled to, and will not claim immunity for itself or any of its assets from suit, execution, attachment or other legal process in any proceedings in relation to the Finance Documents.

18.13 Ownership of assets

The Borrower has good, valid and marketable title to the Moveable Assets, free from any restriction or onerous covenants, and free from any Security save for any Security:

(a) permitted to be created by the Finance Documents; and

(b) created for the benefit of the Finance Parties on execution of the Security Documents.

18.14 Insurances

No event or circumstance has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the insurances.

18.15 Compliance with laws

The Borrower is in compliance in all respects with all laws and Authorisations to which it may be subject and has obtained all necessary Authorisations to undertake its business, where failure to so comply or obtain such Authorisations would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

18.16 Undisclosed liabilities

As at the date as of which its most recent audited financial statements were prepared (which, at the date of this Agreement, are the Original Financial Statements), the Borrower had no material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein nor any unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

18.17 Arm’s length dealings

The Borrower does not have any arrangement, agreement or commitment with any person or has paid or is obliged to pay any fees, commissions or other sums on any account whatsoever to any persons other than on an arm’s length basis and on normal commercial terms.

18.18 RBI and other approvals

(a) Each Loan is being or will be borrowed in accordance with the Authorisations, guidelines (including the ECB Guidelines), regulations and circulars (which are in effect from time to time) of the RBI.

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(b) No person who has been identified as a wilful defaulter by the RBI, any credit rating agency, or any other authority, or by any Lender, has been appointed as, or is, a director of the Borrower. If any such person is a director, such person shall be removed from the board of the Borrower.

18.19 Foreign exchange control

It has obtained all necessary governmental and other consents required (if applicable) under all applicable laws for the execution of each Finance Document and for the payment in US Dollars of all sums due thereunder.

18.20 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:

(a) the date of the Utilisation Request and the first day of each Interest Period; and

(b) in the case of the New Borrower, on the Novation Effective Date and the first date of each Interest Period thereafter.

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 (Information undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years its audited consolidated and unconsolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half of each of its financial years its consolidated and unconsolidated financial statements for that financial half year.

19.2 Compliance Certificates

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to sub-clause (a) or (b) of Clause 19.1 (Financial statements), a Compliance Certificate which shall:

(i) confirm that no Default is continuing (or, if a Default is continuing, specify the Default and the steps being taken to remedy the same);

(ii) set out (in reasonable detail) calculations to demonstrate compliance with Clause 20 (Financial covenants) as at the date as at which those financial statements were drawn up; and

(iii) confirm (with calculations in reasonable detail) that the Asset Cover Ratio is not less than 1.25: 1 as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by any two directors of the Borrower.

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(c) In this Agreement:

(i) “Asset Cover Ratio” means at any time the ratio of Relevant Assets to Relevant Secured Liabilities.

(ii) “Relevant Assets” means at any time:

(A) prior to the completion of the Sesa Sterlite Merger, all the assets including capital works in process but excluding land & buildings, of the Original Borrower at such time; and

(B) following the completion of the Sesa Sterlite Merger, all the assets including capital works in process but excluding land & buildings, of the aluminium business of the New Borrower at such time.

(iii) “Relevant Secured Liabilities” means at any time:

(A) prior to the completion of the Sesa Sterlite Merger, all outstanding secured liabilities of the Original Borrower at such time;

(B) following the completion of the Sesa Sterlite Merger, all outstanding secured liabilities of the aluminium business of the New Borrower which are secured by its aluminium assets at such time.

For the sake of clarification, “Relevant Secured Liabilities” includes liabilities with subservient charge.

19.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 19.1 (Financial statements) shall be certified by a authorised signatory of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine any other relevant matter and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(c) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

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19.4 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all material documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or disputes (including any winding up proceedings or notices under any enactment or regulation) which are current or pending against the Borrower which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request; and

(d) all information that has been requested by the Agent for the syndication of the Facility.

19.5 Notification of default

(a) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.6 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of sub-clause (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall (and shall ensure that each Obligor will) promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-clause (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-clause (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.7 Additional Information Undertakings

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) the position regarding the outstanding statutory obligations such as income tax, payment of provident fund, additional emoluments (compulsory deposit), gratuity, electricity dues etc. as and when demanded by the Agent with reasons, if any, for increase from the earlier month and the proposed plan of payments thereof;

(b) such information relating to the Sesa Sterlite Merger as any Finance Party may require.

20. FINANCIAL COVENANTS

20.1 Financial Covenants

(a) The Borrower shall, for so long as any amount is outstanding under the Finance Documents or any Commitment is in force, ensure that the ratio of Net Borrowings at the end of each Relevant Period to EBIDTA for such Relevant Period shall not exceed 4 to 1.

(b) The financial covenant set out in paragraph (a) above shall be tested annually on the consolidated accounts of the Borrower Group for each period of 12 months ending on the last day of each of the Borrower’s financial years with the first testing to be done for the period ending 31 March 2014. All covenants are to be calculated using GAAP.

20.2 Financial Covenants Calculations

(a) The terms EBITDA, Interest Expense and Net Borrowings shall be calculated:

(i) and interpreted on a consolidated basis in accordance with the GAAP applicable to the Original Financial Statements and shall be expressed in US Dollars; and

(ii) for each Relevant Date or Relevant Period which falls or ends (as the case may be) on a date which is, or is included in a period which is, less than twelve (12) Months after any acquisition of shares of a company which becomes a member of the Borrower Group by reason of that acquisition, to include the consolidated financial results of that company on that Relevant Date or for that Relevant Period as if that company had been a member of the Borrower Group for the whole of the Relevant Period ending on that Relevant Date.

(b) Indebtedness (actual or contingent) owed by one member of the Borrower Group to another member of the Borrower Group shall not be taken into account in calculating compliance with the covenants set out in Clause 20.1 (Financial Covenants).

20.3 Financial Definitions

In this Clause:

“Borrower Group” means the New Borrower and each of its Subsidiaries.

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“Cash” means any credit balance on any deposit, savings, current or other account held with a bank, and any cash in hand, which is:

(a) freely withdrawable on demand; and

(b) not subject to any Security (other than pursuant to any netting or set-off arrangement entered into by any member of the Borrower Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances).

“Cash Equivalent Investments” means:

(a) marketable securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by the Government of the United States or any member state of the European Union which is rated at least (in each case) A-1 by Standard & Poor’s Ratings Group, P-1 by Moody’s Investors Service, Inc., P-1 by Credit Rating Information Services Limited (“CRISIL”) or A-1 by Investment Information and Credit Rating Agency of India Limited (“ICRA”);

(b) open market commercial paper or other debt securities issued by an issuer rated at least (in each case) A-1 by Standard & Poor’s Ratings Group or P-1 by Moody’s Investors Service, Inc., P-1 by CRISIL or A-1 by ICRA and with a maturity of less than 12 months;

(c) certificates of deposit or time deposits of any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above) and with a maturity of less than three (3) Months; and

(d) funds invested in any debt mutual fund which is established as a trust and has obtained a certificate of registration as a mutual fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996,

in each case not subject to any Security (other than pursuant to any Security Document) or customary rights of set-off, netting and liens), denominated and payable in freely transferable and freely convertible currency and the proceeds of which are capable of being remitted to an account of the holder of such investment in its jurisdiction of incorporation.

“EBITDA” means, in relation to any Relevant Period, the total consolidated operating profit of the Borrower Group for that Relevant Period:

(a) before taking into account:

(i) Interest Expense;

(ii) Tax;

(iii) any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Borrower Group;

(iv) depreciation;

(v) amortisation expenses;

(vi) realised and unrealised foreign exchange losses;

(vii) extraordinary and exceptional items; and

(viii) any profit or loss arising on the sale of fixed assets; and

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(b) to the extent not already taken into account, excluding the aggregate amount of interest receivable,

as determined (except as needed to reflect the terms of this Clause 20 (Financial Covenants)) from the consolidated financial statements of the Borrower and Compliance Certificates delivered under Clause 19.1 (Financial Statements) and Clause 19.2 (Compliance Certificates).

“Interest Expense” means, in relation to any Relevant Period, the aggregate amount of interest and any other finance charges (whether or not paid, payable or capitalised) accrued by the Borrower Group in that Relevant Period in respect of Borrowings including:

(a) the interest element of leasing and hire purchase payments;

(b) commitment fees, commissions, arrangement fees and guarantee fees; and

(c) amounts in the nature of interest payable in respect of any shares other than equity share capital,

adjusted (but without double counting) by adding back the net amount payable (or deducting the net amount receivable) by members of the Borrower Group in respect of that Relevant Period under any interest or (so far as they relate to interest) currency hedging arrangements; and as determined (except as needed to reflect the terms of this Clause 20 (Financial Covenants)) from the consolidated financial statements of the Borrower and Compliance Certificates delivered under Clause 19.1 (Financial Statements) and Clause 19.2 (Compliance Certificates).

“Net Borrowings” means, with respect to the Borrower Group, as at any particular time, without double counting:

(a) all obligations for borrowed money, including, without limitation, any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(b) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;

(c) all obligations as lessee which are capitalised in accordance with GAAP;

(d) all non contingent obligations to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, except in respect of trade accounts payable arising in the ordinary course of business;

(e) all obligations in respect of any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(f) any receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(h) all obligations of the Borrower in respect of shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject of a put option or other form of guarantee;

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(i) any obligation under any put option in respect of any shares or instruments convertible into shares or any form of guarantee or indemnity in respect of any put option where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above whether or not the principal debtor or obligor which benefits from such guarantee or indemnity is a member of the Borrower Group,

LESS all Cash and Cash Equivalent Investments of the Borrower Group and excluding all indebtedness described in paragraphs (a) to (i) above where the person to whom such indebtedness is owed by the Borrower is a member of the Borrower Group.

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited non consolidated balance sheet of the Borrower been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements.

“Relevant Date” means the last day of each Relevant Period.

“Relevant Period” means each financial year end of the Borrower Group.

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 (General undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and any other relevant jurisdiction of any Finance Document to which it is a party.

21.2 Compliance with laws

Each Obligor shall respectively comply in all respects with all laws to which it may be subject, if failure so to comply would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

21.3 Environmental Compliance

(a) Each Borrower shall comply in all material respects with all Environmental Laws, obtain and maintain all Environmental Permits and take all reasonable steps to monitor compliance with its obligations under any Environmental Law or any Environmental Permit.

(b) Each Borrower shall inform the Agent in writing promptly upon becoming aware of:

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(i) any Environmental Claim against it which is current or (to the best of its knowledge and belief) pending; or

(ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced against it,

in each case where such Environmental Claim might reasonably be expected if determined against it, to have a Material Adverse Effect.

21.4 Merger

(a) No Obligor shall, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), enter into any arrangement regarding any amalgamation, demerger, merger or corporate reconstruction (each a “Reconstruction Event”).

(b) Paragraph (a) does not apply to:

(i) the Sesa Sterlite Merger; and

(ii) any Reconstruction Event of an Obligor which does not result in the downgrade of the credit rating of this Facility by an RBI approved External Rating Agency by two (2) notches with a minimum floor rating of A, provided that such Obligor shall remain the surviving entity following such Reconstruction Event.

21.5 Change of business

The Borrower shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.

21.6 Conduct of affairs

Each Obligor shall at all times carry on and conduct its affairs in a lawful manner.

21.7 Security

(a) The Borrower shall ensure that any Transaction Security expressed to be created by it by or pursuant to, or (as the case may be) expressed to have been created by it and to be evidenced in, any Security Document remains in full force and effect with the ranking and priority it is expressed to have.

(b) The Borrower shall not do or omit to do anything or knowingly permit or cause anything to be done or omitted to be done which would or could adversely affect any Transaction Security.

(c) The Borrower shall:

(i) take all such action as the Agent or the Security Trustee may reasonably request for the purpose of perfecting any Transaction Security; and

(ii) if the Security Trustee lawfully exercises any power (whether of sale or other disposal or otherwise) or right with respect to the Charged Assets, do everything within its power to permit the exercise of such power or right.

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21.8 Further assurance

The Borrower shall from time to time on request by the Agent (or by any other Finance Party through the Agent) do or procure the doing of all such acts and will execute or procure the execution of all such documents as any Finance Party may reasonably consider necessary for giving full effect to each of the Finance Documents or securing to the Finance Parties the full benefits of all rights, powers and remedies conferred upon the Finance Parties in any of the Finance Documents to which it is a party.

21.9 Share capital

The Borrower shall not reduce its share capital unless:

(a) such reduction will not, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect;

(b) such reduction is due to a share buy-back undertaken by it; or

(c) it has obtained the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

21.10 Pari passu ranking

Each Obligor shall procure that its obligations and the claims of the Finance Parties against it under each Finance Document do and will rank at least pari passu with all its other present or future, actual or contingent, unsecured and unsubordinated obligations, except for those which are mandatorily preferred by applicable law or in the exercise of powers under any law applicable to it.

21.11 Books, records and accounting matters

Each Obligor shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with GAAP for the time being in force in the relevant jurisdiction applicable to it from time to time.

21.12 Use of proceeds

The Borrower shall ensure that all the proceeds of each Loan advanced under this Agreement are used strictly in accordance with the purpose set out in Clause 3.1 (Purpose). The Borrower shall provide a certificate (the “End-use Certificate”) from its chartered accountant within a period of ninety (90) days after the Utilisation Date, which shall certify that the funds provided to the Borrower pursuant to that Utilisation have been used for the purpose set out in Clause 3.1 (Purpose).

21.13 Compliance with regulations

The Borrower shall ensure that each Loan will be borrowed in accordance with any and all applicable approvals, guidelines, regulations and circulars issued by any relevant Governmental Agency, including the RBI.

21.14 Subordination of Sponsor Debt

(a) This Facility shall rank ahead of all Sponsor Debt of the Borrower and all principal and interest repayments in respect of any Sponsor Debt shall be subordinated, in both priority and right of payment, to amounts owing under this Facility.

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(b) For the avoidance of doubt, paragraph (a) above shall not prevent the Borrower from making any interest repayments, any scheduled payment or any voluntary or mandatory prepayment of principal, or any other payment in respect of any Sponsor Debt, for so long as an Event of Default under Clause 22.1 (Non-payment) has not occurred and is continuing.

21.15 Other undertakings

(a) The Borrower shall obtain the consent (and deliver evidence of the same to the Agent) of all regulatory Authorisations, including RBI approval, which the Agent considers necessary for creation of any Security provided or to be provided pursuant to the Security Documents.

(b) Each Finance Party shall have the right from time to time to inspect any premises of the Borrower, either by itself or via an agent. The costs of any such inspection shall be borne by the Borrower.

(c) In the event of default the Borrower shall ensure that no one on its board of directors is someone who has been identified as a wilful defaulter by RBI.

(d) The Borrower shall not amend or modify the authorised business activities as set out in its Memorandum and Articles of Association or other constitutional documents where such amendment or modification will, in the reasonable opinion of the Agent, be expected to materially and adversely affect the Borrower’s ability to perform or comply with its respective obligations under any Finance Document to which it is a party, unless the Borrower has obtained the prior written approval of the Agent.

21.16 Arm’s length dealings

The Borrower shall not enter into any arrangement, agreement or commitment with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than:

(a) on an arm’s length basis and on normal commercial terms;

(b) as required by the Finance Documents;

(c) pursuant to the Sesa Sterlite Merger; or

(d) those to which the Agent (acting on the instructions of the Majority Lenders) has given its prior written consent.

21.17 Rating of the Facility

The Borrower shall procure that the Facility is rated by an External Rating Agency within ninety (90) days after the Utilisation Date and in any case before 31 March 2013.

21.18 Ownership and control

The Guarantor or (after the Novation Effective Date) the Borrower must own (directly or indirectly) at least fifty per cent. (50%) of the issued share capital (with voting rights) of, or otherwise Control, Hindustan Zinc and Cairn India.

21.19 Security

(a) Security: The Facility (together with all interest, fees, remuneration payable to the Security Trustee, the Agent and the Arranger, costs, charges, expenses and other monies and all other amounts

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whatsoever stipulated in as payable by the Borrower under the terms of the Finance Documents) shall be secured by the Deed of Hypothecation and guaranteed by the Corporate Guarantee.

(b) Creation of Security and Conditions Subsequent: The Borrower shall create the Security stipulated in paragraph (a) above prior to seeking the first Utilization and perfect the same within a period of 30 days as prescribed under the applicable law with the concerned Registrar of Companies. In connection with the foregoing, the Borrower shall deliver to the Agent within 30 days from the date of the Original Borrower Deed of Hypothecation such documents as the Agent considers to be necessary or desirable in connection with the creation, validity, perfection or priority of the Security intended to be created by the Original Borrower Deed of Hypothecation including, without limitation, a certified true copy of the duly completed e-Form 8 along with challans/receipts evidencing the filing with the relevant Registrar of Companies, accurately recording the particulars of the Security created by the Original Borrower under the Original Borrower Deed of Hypothecation.

(c) Good and Marketable Title: The Borrower shall make out a good and marketable title to the Charged Assets and its other properties, to the satisfaction of the Security Trustee and the Lenders and comply with all such formalities as may be necessary or required for the said purpose.

22. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 22 (Events of Default) is an Event of Default.

22.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) full payment is made within seven (7) Business Days of its due date.

22.2 Financial covenants

Any requirement of Clause 20 (Financial Covanents) is not satisfied.

22.3 Other obligations

(a) An Obligor does not comply with any provision or covenant of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment)).

(b) No Event of Default under sub-clause (a) above will occur if the failure to comply is capable of remedy and is remedied within thirty (30) Business Days of the Agent giving notice to the Borrower, or the relevant Obligor becoming aware of the failure to comply.

22.4 Misrepresentation

Any representation or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of any of the Obligors under or in connection with any Finance Document is or proves to have been incorrect or misleading when

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made or deemed to be made or repeated, unless the circumstances giving rise to the misrepresentation or breach of warranty are:

(a) in the opinion of the Agent, capable of remedy; and

(b) remedied within thirty (30) Business Days of the Agent giving notice to the Borrower, or the relevant Obligor becoming aware of the misrepresentation or breach of warranty.

22.5 Cross default

(a) Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of that Obligor as a result of an event of default (however described).

(d) No Event of Default will occur under this Clause 22.5 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 22.5(a) to (c) above is less than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies).

22.6 Insolvency

(a) Any of the Obligors is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared in respect of any indebtedness of any of the Obligors.

22.7 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) a composition, assignment or arrangement with any creditor of any of the Obligors;

(c) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any of the Obligors or any of their assets; or

(d) enforcement of any Security over any assets of any of the Obligors,

or any analogous procedure or step is taken in any jurisdiction with respect to any of the Obligors.

22.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower having an aggregate value of fifty million US Dollars (US$50,000,000) and is not discharged within sixty (60) days.

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22.9 Litigation and final judgments or court orders

(a) Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated therein or against the Borrower or its assets which has or might, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect.

(b) The Borrower fails to comply with or pay any sum in an amount equal to or greater than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies) due from it under any final judgment or any final order made or given by a court of competent jurisdiction. For the purpose of this sub-clause (b), a judgment subject to appeal and which on appeal, to be made within ninety (90) days or statutorily prescribed time period, whichever is shorter, has been stayed, shall not be considered a final judgment.

22.10 Moratorium

The Government of India or any relevant Governmental Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness) of the Borrower.

22.11 Unlawfulness

It is or becomes unlawful for any of the Obligors to perform any of its obligations under the Finance Documents.

22.12 Repudiation

Any of the Obligors repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

22.13 Cessation of business

The Borrower suspends, ceases or threatens to cease to carry on any of its current businesses (other than pursuant to the Sesa Sterlite Merger) or give notice of its intention to do so which, in the opinion of any Finance Party, could have a Material Adverse Effect.

22.14 Material adverse change

One or more events, conditions or circumstances (including any change in law) shall occur or exist which in the opinion of any Finance Party, could have a Material Adverse Effect.

22.15 Security

Any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document is not in full force and effect with the ranking and priority it is expressed to have or any event of default or termination event (howsoever described) (if any) specified in any Security Document occurs.

22.16 Compulsory Acquisition

Any step is taken by any person towards seizing, compulsorily acquiring, expropriating or nationalising all or any substantial part of the assets of the Borrower.

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22.17 Expropriation events

Any Government Agency takes or threatens any action:

(a) for the dissolution of the Borrower, or any action which deprives or threatens to deprive the Borrower:

(i) from conducting any of its businesses or carrying out its operations in the manner it is being conducted or carried out; or

(ii) of the use of any of its assets;

(b) to revoke or terminate or to refuse to provide or renew any Authorisation or to impose onerous conditions on the grant or renewal of any Authorisation; or

(c) with a view to regulate, administer, or limit, or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by the Borrower in connection with its business,

which, in each case, in the opinion of any Finance Party, could have a Material Adverse Effect.

23. CONSEQUENCES OF EVENTS OF DEFAULT

(a) On and at any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i) cancellation: cancel the Total Commitments whereupon they shall immediately be cancelled;

(ii) acceleration: declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(iii) on-demand: declare that all or part of the Loans be payable on demand, whereupon they shall become payable within ten (10) days of demand by the Agent (acting on the instruction of the Majority Lenders);

(iv) enforcement: exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretion under the Finance Documents; and

(v) stipulation of additional conditions: stipulate any additional condition as it deems fit.

(b) If the Security Trustee becomes entitled to exercise any of its rights under the Finance Documents pursuant to paragraph (a)(iv) above, the Parties agree that the Security Trustee shall do so in the following order:

(i) firstly, by making a demand under the Corporate Guarantee; and

(ii) secondly, if the full amount claimed under the Corporate Guarantee is not received within sixty (60) days from the date the Security Trustee makes such demand, the Security Trustee shall be entitled to enforce its rights under the Security created by the Deed of Hypothecation and in accordance with applicable laws.

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24. CHANGES TO THE LENDERS

24.1 Assignments and transfers by the Lenders

Subject to this Clause 24 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or any other entity as permitted under the ECB Guidelines (the “New Lender”), without notice to, or consent of, the Borrower or any other Obligor. Without prejudice to the aforesaid provision, each Lender may (at its sole discretion), without notice to the Borrower or any other Obligor, share the credit risk of the whole or a part of the Facility with any other bank by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by such Lender under this Agreement and all other Finance Documents shall remain valid, effective and enforceable by such Lender on the same terms and conditions and each Obligor shall continue to discharge in full all its obligations under this Agreement and all other Finance Documents to such Lender. The Borrower and each other Obligor shall not have and shall not claim any privity of contract with such participating bank on account of any reason whatsoever.

24.2 Conditions of assignment or transfer

(a) The consent of the Borrower or any other Obligor is not required for any assignment or transfer by a Lender.

(b) An assignment will only be effective on:

(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.

(d) Subject always to Clause 12.2 (Tax gross-up)(a), if:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender

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acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred

24.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of one thousand US Dollars (US$1,000) or such other lesser amount as agreed by the Agent.

24.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 24 (Changes to the Lenders); or

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(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

24.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

(d) The Agent shall notify the Borrower of any transfer under this Clause within three (3) Business Days after the Transfer Date.

24.6 Disclosure of information

(a) Any Finance Party and any of its officers may disclose to:

(i) any of its Affiliates;

(ii) its head office or any of its branches;

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(iii) any other Finance Party;

(iv) the RBI or any other banking regulator elsewhere in the world or any agency or credit bureau, whether authorised by such banking regulator or otherwise, to receive such information on its behalf; and/or

(v) any other person:

(A) (where that Finance Party is a Lender) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(B) (where that Finance Party is a Lender) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

(C) (where that Finance Party is the Agent) who is succeeding (or may potentially succeed) that Finance Party in such capacity;

(D) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

(E) to whom that Finance Party is under a duty to disclose,

any customer information or any other information about the Borrower, any other Obligor, the Facility or the Finance Documents as that Finance Party shall consider appropriate.

(b) Sub-clause (a) above is not, and shall not be deemed to constitute, an express or implied agreement by any Finance Party with any Obligor for a higher degree of confidentiality than that prescribed by applicable law.

(c) Upon the occurrence of an Event of Default under Clause 22.1 (Non-payment), any Finance Party may disclose or publish the details of the Event of Default and the name of the Borrower as defaulter, in such manner and through such media as such Finance Party in its absolute discretion may think fit, including to RBI.

25. CHANGES TO THE OBLIGORS

25.1 Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

25.2 Additional Borrowers

(a) Subject to compliance with the provisions of Clause 19.6 (Know your customer checks), the Original Borrower must ensure that, immediately upon the completion of the Sesa Sterlite Merger, the New Borrower becomes an Additional Borrower. The New Borrower shall become an Additional Borrower if:

(i) the New Borrower delivers to the Agent a duly completed and executed Accession Letter;

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(ii) the Original Borrower confirms that no Default is continuing or would occur as a result of the New Borrower becoming an Additional Borrower; and

(iii) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent, in relation to that Additional Borrower.

(b) The Agent shall notify the Original Borrower and the Lenders promptly upon being so satisfied under paragraph (a)(iii) above.

25.3 Resignation of the Original Borrower

(a) The Original Borrower may by delivering to the Agent a Resignation Letter notify the Agent that it wishes to cease to be a Borrower.

(b) The Agent shall accept a Resignation Letter and notify the Original Borrower and the Lenders of its acceptance if:

(i) it is satisfied that all the obligations of the Original Borrower under the Finance Documents have been effectively transferred to the New Borrower;

(ii) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Original Borrower has confirmed this is the case); and

(iii) the Original Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon the Original Borrower shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

26. ROLE OF THE ARRANGER, THE AGENT AND THE SECURITY TRUSTEE

26.1 Appointment of the Agent and the Security Trustee

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party appoints the Security Trustee to act as security trustee under and in connection with the Finance Documents.

(c) Each other Finance Party authorises the Agent and each other Finance Party authorises the Security Trustee to perform the duties and exercise the rights, powers, authorities and discretions specifically given to the Agent or (as the case may be) the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

26.2 Duties of the Agent and the Security Trustee

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Security Trustee shall promptly notify the Agent of the contents of any communication sent or received by it, in its capacity as security trustee under the Finance Documents, to or from the Obligors under any of the Finance Documents.

(f) Subject to paragraph (e) above, the Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to provide any of the Parties with any information with respect to the Obligors whenever coming into its possession or to provide any of the Parties with any communication received by it under or in connection with any of the Finance Documents.

(g) The duties of the Agent and the Security Trustee under the Finance Documents are solely mechanical and administrative in nature. Neither the Agent nor the Security Trustee shall have any duties other than those expressly provided for in the Finance Documents.

26.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

26.4 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent, the Arranger or the Security Trustee as a trustee or fiduciary of any other person.

(b) None of the Agent, the Arranger or the Security Trustee shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

26.5 Business with the Borrower

The Agent, the Arranger and the Security Trustee may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

26.6 Rights and discretions of the Agent

(a) The Agent and the Security Trustee may each rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify the signature on any document; and

(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent and the Security Trustee may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

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(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent and the Security Trustee may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent and the Security Trustee may each act in relation to the Finance Documents through its personnel and agents.

(e) The Agent and the Security Trustee may each disclose to any other Party any information it reasonably believes it has received as agent or (as the case may be) security trustee under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent or the Security Trustee is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

26.7 Majority Lenders’ and Agent’s instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as security trustee under the Finance Documents in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority or discretion vested in it as security trustee under the Finance Documents) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Agent.

(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent or (as the case may be) by the Agent to the Security Trustee will be binding on all the Finance Parties.

(d) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) and the Security Trustee may refrain from acting in accordance with the instructions of the Agent or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(e) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and, in the absence of instructions from the Agent, the Security Trustee may each act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties.

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(f) Nether the Agent nor the Security Trustee is authorised to act on behalf of a Finance Party (without first obtaining in the case of the Agent, that Finance Party’s or, in the case of the Security Trustee, the Agent’s consent) in any legal or arbitration proceedings relating to any Finance Document unless the legal or arbitration proceedings relate to:

(i) the perfection, preservation or protection of rights under the Security Documents; or

(ii) the enforcement of any Security Document.

The Agent may not give such consent to the Security Trustee without first obtaining that Finance Party’s consent.

26.8 Responsibility for documentation

None of the Agent or the Security Trustee is responsible for:

(a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, an Obligor or any other person given in or in connection with any Finance Document;

(b) the accuracy of any representation, warranty or statement (whether written or oral) made in or at any time in connection with any Finance Document or the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

26.9 Exclusion of liability

(a) Without limiting sub-clause (b) below (and without prejudice to the provisions of paragraph (e) of Clause 30.10 (Disruption to Payment Systems etc.) in the case of the Agent), neither the Agent nor the Security Trustee will be liable for any action taken by it or omitted to be taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may commence any proceedings against any officer, employee or agent of the Agent and no Party (other than the Security Trustee) may take any proceedings against any officer, employee or agent of the Security Trustee in respect of any claim such Party might have against the Agent or the Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent referred to in this sub-clause (b) may enjoy the benefit of or enforce the terms of this Clause 26 (Role of the Agent) in accordance with the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

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(d) Nothing in this Agreement shall oblige the Agent or the Security Trustee to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

26.10 Lenders’ indemnity to the Agent and the Security Trustee

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Trustee, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent and the Security Trustee in acting as Agent or (as the case may be) Security Trustee under the Finance Documents (unless the Agent or the Security Trustee (as applicable) has been reimbursed by an Obligor pursuant to a Finance Document).

26.11 Resignation of the Agent or the Security Trustee

(a) The Agent or the Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Agent or the Security Trustee may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(c) If the Majority Lenders have not appointed a successor Agent or (as the case may be) a successor Security Trustee in accordance with sub-clause (b) above within thirty (30) days after notice of resignation was given, the Agent or the Security Trustee may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(d) The retiring Agent or Security Trustee shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent or Security Trustee under the Finance Documents.

(e) The Agent’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent) that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Agent is a party in its capacity as agent under the Finance Documents.

(f) The Security Trustee’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent), together with such other evidence as the Agent may require, that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents; and

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(iii) the receipt by the Agent of written confirmation from the Security Trustee and the successor (in form and substance satisfactory to the Agent) that all the Security expressed to be created by or pursuant to, or to be evidenced in, the Security Documents in favour of the Security Trustee and all the Security Trustee’s rights, benefits and obligations as security trustee under the Finance Documents have been transferred to the successor.

(g) Upon the relevant resignation notice taking effect, the retiring Agent or (as the case may be) Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26 (Role of the Agent, the Security Trustee) and Clause 27 (Security Trust Provisions). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Agent or (as the case may be) through the Agent to the Security Trustee, require it to resign in accordance with sub-clause (b) above. In this event, the Agent or (as the case may be) Security Trustee shall resign in accordance with sub-clause (b) above.

(i) The Parties agree, if requested to do so, to execute whatever documents may be reasonably required to effect such a change of Agent or Security Trustee. Such a request may be made, in the case of an appointment under paragraph (a), paragraph (c) or paragraph (d) above, by the retiring Agent or Security Trustee or, in the case of an appointment under paragraph (b) above, by the Majority Lenders.

26.12 Confidentiality

(a) In acting as agent under the Finance Documents, the Agent and, in acting as security trustee under the Finance Documents, the Security Trustee shall be regarded as acting through its agency or other appropriate division which shall in each case be treated as a separate legal person from any other of its branches, divisions or departments.

(b) If information is received by another division or department of the Agent or (as the case may be) Security Trustee, it may be treated as confidential to that division or department and the Agent or (as the case may be) Security Trustee shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Security Trustee shall be obliged to disclose to any other person (i) any confidential information or (ii) any other information if such disclosure would or might, in its reasonable opinion, constitute a breach of any law or a breach of a fiduciary duty.

(d) Without limiting the generality of the foregoing, neither the Agent nor the Security Trustee shall be obliged to disclose to any Finance Party any information provided to it by the Borrower or any Affiliate of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document.

26.13 Relationship with the Lenders

(a) Subject to Clause 30.2 (Distributions by the Agent), the Agent and the Security Trustee may each treat each Lender as (i) a Lender, (ii) entitled to or liable for any payments under this Agreement, (iii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document and (iv) acting through its Facility Office, unless it has received not less than five (5) Business

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Days prior notice from that Lender (through the Agent, in the case of the Security Trustee) to the contrary in accordance with the terms of this Agreement.

(b) Neither the Agent nor the Security Trustee shall have any obligation or liability to any Finance Party or any other person as a result of any failure by the Borrower, any Obligor or any other person to perform any of its obligations under the Finance Documents.

(c) Where any provision of any Finance Document provides that the Agent or (as the case may be) the Security Trustee may certify or determine an amount or rate payable by the other Finance Parties or any of them, a certificate by the Agent or (as the case may be) the Security Trustee as to such amount or rate shall be conclusive and binding on each such other Finance Party in the absence of manifest error.

26.14 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a) the financial condition, status and nature of the Borrower and each other Obligor;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the ownership, value or sufficiency of any of the Charged Assets, the adequacy or priority of any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document, the right or title of any person in or to any of the Charged Assets or the existence of any Security affecting the same;

(e) the adequacy, accuracy and/or completeness of any information provided by the Agent, the Security Trustee, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document,

and that it has not relied upon any representation or statement made by the Agent or the Security Trustee as being an inducement to enter into any Finance Document.

26.15 Reference Banks

If a Reference Bank which is a Lender ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

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26.16 Deduction from amounts payable by the Agent or Security Trustee

If any Party owes an amount to the Agent or the Security Trustee under the Finance Documents, the Agent or (as the case may be) the Security Trustee may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent or (as the case may be) the Security Trustee would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

26.17 Change of Office

Either the Agent or the Security Trustee may at any time in its sole discretion by notice to each Finance Party, the Borrower and each other Obligor designate a different office from which its duties as agent or (as the case may be) security trustee under the Finance Documents will be performed from the date of notification.

26.18 Notice Periods

To the extent this Agreement specifies a minimum period of notice to be given to the Agent or the Security Trustee, the Agent or the Security Trustee (as the case may be) may, in its discretion, accept a shorter period.

26.19 Transfer Certificate

Each Party (except for the relevant Existing Lender and the relevant New Lender which is seeking the relevant transfer in accordance with Clause 24 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

27. SECURITY TRUST PROVISIONS

27.1 Definitions

In this Clause 27:

“Deductions” means:

(a) all sums payable to any Receiver and Delegate;

(b) all sums which the Security Trustee is required to pay to any person in priority to, or before making any distribution to, the Finance Parties; and

(c) insurance proceeds required to be applied in repairing, replacing, restoring or rebuilding any Charged Assets which have been damaged or destroyed.

“Proceeds” means all receipts or recoveries by the Security Trustee in relation to the Rights and all other moneys which are by the terms of any of the Finance Documents to be applied by the Security Trustee in accordance with Clause 27.5 (Application of Proceeds), after deducting (without double counting) the Deductions and including the proceeds (after deducting commissions and expenses) of any permitted currency conversion, but not including in any such case any amounts paid to the Security Trustee in accordance with Clause 29.4 (Reversal of redistribution).

“Rights” means:

(a) the Transaction Security;

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(b) all contractual rights in favour of the Security Trustee (other than for its sole benefit) under or pursuant to any Finance Document; and

(c) all rights vested by law in the Security Trustee by virtue of its holding the Transaction Security.

“Trust Property” means the Rights and the Proceeds.

27.2 Trust for Finance Parties

(a) The Security Trustee and each other Finance Party agree that the Security Trustee shall hold the Trust Property on trust for the Finance Parties on the terms and conditions contained in the Finance Documents. Each Finance Party irrevocably authorises the Security Trustee to enter into each and any Security Document as trustee on behalf of such Finance Party and settle the Trust Property as described in such Security Document on trust on its behalf. The Borrower hereby declares and confirms, that it has, simultaneously with the execution of this Agreement, settled and kept apart a sum of Rs. 1,000 with the Security Trustee, being the initial corpus of the trust created herein and the Security Trustee hereby confirms receipt of and accepts the sum of Rs. 1,000 in the trust hereby declared together with all additions or accretions thereto including the investments representing the same, subject to the powers, provisions, agreements and declarations herein contained.

(b) It is agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by paragraph (a) above, the relationship of the Finance Parties to the Security Trustee shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the Parties.

27.3 Directions and Default Procedure

(a) Each of the Agent and the Security Trustee shall as soon as reasonably practicable after becoming aware of the same notify the other of:

(i) any Default arising under Clause 22.1 (Non-payment) of which it has actual knowledge; and

(ii) any other Default of which it has received notice (other than from the other) in its capacity as agent or (as the case may be) as security trustee under the Finance Documents.

(b) None of the Agent or the Lenders shall have any independent power to enforce the Security Documents or the Transaction Security or to exercise any rights, powers, authorities or discretions or to grant any consents or releases under or pursuant to the Security Documents or otherwise have direct recourse to the Transaction Security except through the Security Trustee.

(c) Subject to:

(i) paragraph (d) of Clause 26.7 (Majority Lenders’ and Agent’s Instructions); and

(ii) compliance by the other Parties with paragraphs (f) and (g) of Clause 27.9 (Relationship with the Finance Parties),

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the Security Trustee shall take such action (including the exercise of all rights, powers, authorities and discretions and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Finance Documents as the Agent shall specifically direct the Security Trustee in writing (and so that only the Agent shall be entitled to give any such directions to the Security Trustee). The provisions of the preceding sentence of this paragraph (c) shall not apply where the terms of the Finance Documents entitle the Security Trustee to take, or refrain from taking, any action and in any such case the Security Trustee shall be entitled to take or, as the case may be, refrain from taking such action without reference to (and notwithstanding any contrary direction from) the Agent.

(d) Subject to paragraph (c) above and Clause 23 (Consequences of Events of Default), at any time after the Security Documents have become enforceable in accordance with their respective terms, the Security Trustee shall, acting on the written directions of the Agent, exercise all powers of enforcement of the Transaction Security in accordance with such directions but not otherwise.

(e) The Security Trustee shall not be required to take any action or exercise any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents beyond those which the Agent shall specifically instruct the Security Trustee in writing to take or exercise and then only to the extent stated in the Agent’s specific instructions in writing.

(f) The Security Trustee shall at any time after the occurrence of a Default be entitled (but not obliged) to request instructions from the Agent as to whether it should endeavour to enforce any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents and/or as to the manner in which it should endeavour to do so, and to request the Agent to convene on reasonable notice a meeting of the Finance Parties to discuss such matters. The Security Trustee shall have no obligation to ensure that the Agent convenes such a meeting or that any Finance Party attends such a meeting.

27.4 Payments to the Security Trustee

Notwithstanding any other provision of any Finance Document, at any time after any of the Transaction Security becomes enforceable, the Security Trustee may require the Agent to pay all sums received or recovered by it from any Obligor under any Finance Document to the Security Trustee or as it may direct for application in accordance with the terms of the Finance Documents.

27.5 Application of Proceeds

(a) All Proceeds attributable to any Obligor shall, to the extent permitted by all applicable laws, be applied by the Security Trustee in the following order of priority:

(i) first, in or towards payment of any amount then due and payable by that Obligor to the Security Trustee under the Finance Documents;

(ii) secondly, if that Obligor is the Borrower, in or towards satisfying its obligations (if any) to the Lenders under or in relation to Clause 26.10 (Lenders’ Indemnity to the Agent and the Security Trustee), insofar as such obligations arise as a result of a payment made by the Lenders or any of them to the Security Trustee under Clause 26.10 (Lenders’ Indemnity to the Agent and the Security Trustee), pro rata to the amounts owed to each of them under Clause 26.10 (Lenders’ Indemnity to the Agent and the Security Trustee);

(iii) thirdly, in payment to the Agent, on behalf of the Finance Parties, for application in discharging all the amounts then due and payable by that Obligor under the Finance

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Documents or, if such payment is insufficient to discharge all such amounts, for application towards the obligations of that Obligor under the Finance Documents in the order set out in Clause 30.5 (Partial Payments);

(iv) fourthly, if such Obligor is under no further actual or contingent liability under the Finance Documents, in payment to any person whom the Security Trustee is obliged to pay in priority to such Obligor, to the extent it is so obliged; and

(v) fifthly, in payment to such Obligor.

(b) Before making any application under paragraph (a) above the Security Trustee may:

(i) convert any Proceeds attributable to any Obligor from their existing currency of denomination into the currency or currencies (if different) of sums then outstanding from that Obligor under the Finance Documents (any such conversion from one currency to another to be made at the spot rate for the purchase of that other currency with the first-mentioned currency reasonably determined by the Security Trustee);

(ii) place any such Proceeds to the credit of a proceeds or a suspense or any other account or accounts (howsoever named) and hold the same (whether or not set aside by way of reserve in accordance with paragraph (b)(iii) below) in such account or accounts for any period;

(iii) set aside in any such account, by way of reserve, amounts required to meet:

(A) any amount which may become due and payable by that Obligor to the Security Trustee under the Finance Documents;

(B) all such Deductions insofar as they relate to that Obligor, the Rights relating to that Obligor and the obligations of that Obligor under the Finance Documents which will or may become payable and which will or may not be discharged out of future receipts or recoveries pursuant to, or upon enforcement of, any of the Rights relating to that Obligor; and

(C) any other liability which may arise.

(c) An application of any Proceeds by the Security Trustee in accordance with paragraph (a) above does not prevent any subsequent exercise of its powers under paragraph (b) above.

(d) The fact that the Security Trustee may apply any Proceeds in accordance with paragraph (a)(ii) or paragraph (a)(iii) above, or determine that any Obligor is under no further actual or contingent liability under the Finance Documents and apply any Proceeds in accordance with paragraph (a)(iv) or paragraph (a)(v) above, will not prevent the Security Trustee from applying any further Proceeds in the order set out in paragraph (a) above.

(e) The Security Trustee shall be entitled to make the deductions or withholdings (on account of Tax or otherwise) from payments under this Agreement which it is required by any applicable law or regulations to make, and to pay all Taxes which may be assessed against it and/or all expenses which may be incurred by it in respect of any of the Trust Property, in respect of anything done by it in its capacity as security trustee under the Finance Documents or otherwise by virtue of such capacity. The Borrower agrees that its obligations under the Finance Documents shall only be discharged by virtue of receipt or recovery by the Security Trustee of Proceeds, or of applications made by the Security Trustee under this

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Agreement, to the extent that the ultimate recipient actually receives moneys (whether directly or through the Agent or otherwise) from the Security Trustee under this Agreement which are to be applied in or towards the discharge of those obligations.

(f) If the Borrower receives any sum from any person which, pursuant to the Finance Documents, should have been paid to the Security Trustee, such sum shall be held on trust for the Finance Parties and forthwith be paid over to the Security Trustee for application in accordance with this Clause 27.5.

(g) The Security Trustee shall be entitled to pay any Deductions to the person or persons entitled to them.

(h) The Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to investigate the application by any other person of any sums distributed pursuant to this Clause 27.5.

(i) Any application or distribution which subsequently proves, or is agreed by the Security Trustee, to have been invalid or which must be repaid or refunded shall be repaid or refunded and will be deemed as never having been made.

27.6 Transaction Security

The Security Trustee:

(a) may accept, without enquiry, requisition or objection, such right and title as each of the Obligors may have to any of the Charged Assets;

(b) shall not be bound or concerned to investigate or make any enquiry into the right or title of such Obligor, shall not be liable for any lack of or defect in such right or title (whether or not apparent and/or capable of remedy) and, without prejudice to the foregoing, shall not be obliged to require such Obligor to remedy any defect in its right or title as aforesaid;

(c) shall not be liable for any failure or omission to:

(i) give notice to any third party, obtain or effect any Authorisation or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any of the Finance Documents;

(ii) register, notify or otherwise perfect or protect any Transaction Security (including by registering the same under any applicable laws in any country or territory);

(iii) to take, or to require any of the Obligors to take, any steps to render the Transaction Security effective or to secure the creation of any ancillary charge under the laws of any jurisdiction; or

(iv) require any further assurances relating to any Security Document,

or for any delay in doing so;

(d) shall not be obliged to require the deposit with it, or hold in its own possession, any Finance Documents or any title or other documents relating to any Charged Assets, or to take any steps to protect or preserve such documents, and the Security Trustee;

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(e) may permit (i) any bank (including the Security Trustee) providing safe custody services or any professional adviser to the Security Trustee and/or (ii) the relevant Obligor (or its lawyers, auditors or other representatives) to retain any of those documents in its possession or obtain access thereto when necessary or convenient, in each case without incurring any liability or responsibility for any loss incurred in connection with such placement, access or possession.

27.7 No Duty to Collect Payments

The Security Trustee shall not have any duty:

(a) to ensure that any payment or other financial benefit in respect of any of the Charged Assets is duly and punctually paid, received or collected; or

(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Charged Assets.

27.8 Investments and Insurance

(a) Unless provided otherwise in any Finance Document, all moneys which are received by the Security Trustee and held by it as trustee in relation to any of the Finance Documents may, in the name of or under the control of the Security Trustee (or any nominee of it):

(i) or under the control of the Security Trustee be invested in any investment for the time being authorised by English law for the investment of trust money by trustees or in any other investments which may be selected by it (with the consent of the Agent); or

(ii) if not otherwise invested, be placed on deposit at any bank or institution (including the Security Trustee) and upon any terms and in any currency.

The Security Trustee may at any time change or transfer any such investments to or into other such investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss or any depreciation in the value of any such investment or deposit unless directly caused by its gross negligence or wilful misconduct.

(b) Without prejudice to the provisions of any Finance Document, the Security Trustee shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance. Where the Security Trustee is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless any Finance Party shall have requested it to do so in writing through the Agent and the Security Trustee shall have failed to do so within fourteen (14) days thereafter.

27.9 Relationship with the Finance Parties

(a) The Security Trustee shall be entitled to, and shall, carry out all dealings with the other Finance Parties through the Agent.

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(b) The Security Trustee shall be entitled to rely on the Agent’s certificate as to all amounts which are owing, actually or contingently, at any time by any Obligor to all or any of the Finance Parties (other than the Security Trustee in its capacity as such) under the Finance Documents, whether or not due.

(c) The Security Trustee shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Agent to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Agent, suitable or expedient or as to any other fact or matter upon which the Security Trustee may require to be satisfied and the Security Trustee shall in no way be bound to call for further evidence or be responsible for any loss that may be occasioned by acting on any such certificate.

(d) The Security Trustee may assume that any instructions, authorities or certificates received by it from the Agent under or pursuant to the Finance Documents are:

(i) given in accordance with the provisions of the Finance Documents;

(ii) given, where appropriate, with any prior approval or consent required under the Finance Documents; and

(iii) given, where appropriate, in accordance with directions of persons or the provisions of agreements by which the Agent is bound,

and the Security Trustee shall not be liable to any other person for any action taken or omitted under or in connection with the Finance Documents in accordance with any such instructions, authorities or certificates unless directly caused by its gross negligence or wilful misconduct. Without prejudice to the generality of the foregoing, it is expressly agreed that the Security Trustee shall be entitled to assume that, and shall have no duty or responsibility to investigate whether, the Agent has obtained any prior approval or consent (whether from any Lender or the Majority Lenders or any other person or group of persons) which the Agent is required to obtain before giving any such instruction, authority or certificate to the Security Trustee.

(e) The Security Trustee shall be entitled (and bound) to assume that the identity of the Agent has not changed from the person named as such in this Agreement or, as the case may be, last notified to the Security Trustee under this paragraph (e) unless and until it is notified otherwise by the retiring Agent and its successor in writing together with the date from which the change becomes effective. The Security Trustee shall be entitled to rely upon and assume that any such notification is authentic and shall not be liable for any loss occasioned by so assuming or relying.

(f) The Agent shall promptly notify the Security Trustee of the contents of any communication on any matter concerning the Transaction Security between it and any Obligor or which it receives pursuant to Clause 32.3 (Delivery).

(g) Each other Finance Party shall furnish to the Security Trustee such information as the Security Trustee may reasonably require to enable it to perform its functions as security trustee under the Finance Documents.

27.10 Compliance with Law

Notwithstanding anything else contained in the Finance Documents, the Security Trustee may refrain from doing anything which would or might in its opinion be contrary to any relevant law of any jurisdiction or any relevant directive or regulation of any agency of any state or which would or

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might otherwise render it liable to any person, and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

27.11 Indemnity

(a) The Borrower irrevocably and unconditionally agrees to indemnify the Security Trustee and every Receiver and Delegate appointed under any of the Finance Documents immediately on demand against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by the Security Trustee or any such Receiver or Delegate in relation to or arising out of (i) the taking, holding, protection or enforcement of any of the Transaction Security, (ii) the exercise or purported exercise of any of the rights, powers, authorities, discretions, remedies and trusts vested in the Security Trustee or any such Receiver or Delegate, (iii) any default by the Borrower in the default of any of the obligations expressed to be assumed by it in the Finance Documents or (iv) any other matter or thing done or omitted to be done in connection with any of the Finance Documents or pursuant to any law or regulation (other than any of the same incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct).

(b) The Security Trustee may, whether or not it has made a demand under paragraph (a) above, indemnify itself and every such Receiver and Delegate out of the Trust Property against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses referred to in paragraph (a) above (other than any incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct), and may pay and retain all sums necessary to give effect to the indemnity in this Clause 27.11 and shall have a lien on the relevant Trust Property and the proceeds of the enforcement of the relevant Trust Property for all monies payable to it and such Receiver or Delegate.

27.12 Delegation

(a) The Security Trustee may, with the prior written consent of the Agent at any time delegate by power of attorney or otherwise to any person or persons, or fluctuating body of persons, all or any of the rights, powers, authorities and discretions vested in it by any of the Finance Documents. Any such delegation may be made upon such terms (including the power to sub-delegate) and subject to such conditions and regulations as it may think fit and the Agent may approve.

(b) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate or sub-delegate, unless the Security Trustee has failed to exercise reasonable care in selecting the delegate concerned.

27.13 Appointment of Additional Security Trustees

(a) The Security Trustee may at any time appoint any person (whether or not a trust corporation) to act either as a separate security trustee or as a co-security trustee jointly with it:

(i) if it considers such appointment to be in the interests of the Finance Parties;

(ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or

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(iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of the Finance Documents,

and the Security Trustee shall give prior notice to the Borrower and the Agent of any such appointment.

(b) Any such appointment shall only take effect upon the receipt by the Agent of written confirmation from the appointee (in form and substance satisfactory to the Agent) that the appointee agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents.

(c) Any person so appointed shall have such rights, powers, authorities and discretions and such duties and obligations as shall be conferred or imposed on such person by the instrument of appointment and shall, subject to any limitation contained in such instrument of appointment, have the same benefits under this Agreement (other than Clause 11.3 (Security Trustee Fee) and this Clause 27.13) as the Security Trustee.

(d) The Security Trustee shall have power in like manner to remove any person so appointed.

(e) Such remuneration as the Security Trustee may pay to any person so appointed, and any costs, charges and expenses incurred by such person in performing its functions pursuant to such appointment, shall be treated as costs, charges and expenses incurred by the Security Trustee in performing its functions as security trustee under the Finance Documents.

(f) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such security trustee, unless the Security Trustee has failed to exercise reasonable care in selecting the security trustee concerned.

27.14 Amendments by Security Trustee

(a) Unless any Finance Document expressly provides otherwise, the Security Trustee may, if authorised by the Agent, amend or vary the terms of, waive breaches of or defaults under or otherwise excuse performance of any provision of, or grant consents under, any of the Security Documents, any such amendment, variation, waiver or consent so authorised to be binding on all Parties and the Security Trustee to be under no liability whatsoever in respect thereof.

(b) Subject to paragraph (c) below, the Agent may, with the prior approval of the Majority Lenders, authorise the Security Trustee to take any action contemplated by paragraph (a) above.

(c) The Agent may not authorise the Security Trustee to effect:

(i) any amendment of any Security Document which would affect the nature or the scope of any of the Charged Assets or any of the Trust Property or the manner in which any Proceeds are to be distributed by the Security Trustee;

(ii) the release of any of the Transaction Security or of any of the Charged Assets from the Transaction Security; or

(iii) any change in this Clause 27.14,

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without the prior consent of all the Lenders.

(d) Paragraphs (a) to (c) above do not apply to any release permitted by Clause 27.15 (Releases) or Clause 27.19 (Winding-up of Trust) or any amendment of any Security Document to the extent necessary to effect such release.

27.15 Releases

(a) The Security Trustee may:

(i) release Charged Assets from the Transaction Security where such Charged Assets are disposed of in accordance with the terms of the Finance Documents (including where the disposal is being effected by enforcement of a Security Document); and

(ii) execute any documents (including formal releases and certificates of non-crystallisation of floating charges) and do any things necessary in order to effect any release permitted by this Clause 27.15 or Clause 27.19 (Winding-up of Trust).

(b) Upon the occurrence of the Sesa Sterlite Merger, and provided that the Security Trustee is satisfied that the New Borrower Deed of Hypothecation has been duly executed and perfected, the Security Trustee shall, at the request and cost of the Original Borrower, take whatever action is necessary to release the Moveable Assets from the Security under the Original Borrower Deed of Hypothecation.

27.16 Waiver

The Borrower hereby waives, to the extent permitted under applicable law, all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or any other encumbrance of any nature over any assets, which is capable of being applied in or towards discharge of any of the obligations of the Borrower under the Finance Documents, is so applied, whether on receipt or recovery or at any time thereafter.

27.17 Powers Conferred by General Law

The rights, powers, authorities, discretions and trusts conferred upon the Security Trustee by this Agreement and the other Finance Documents shall be in addition to any which may from time to time be vested in the Security Trustee by the general law or otherwise.

27.18 Perpetuity Period

The perpetuity period under the rule against perpetuities, if applicable to this Agreement, shall be the period of one hundred and twenty-five (125) years less one (1) day from the date of this Agreement.

27.19 Winding-up of Trust

If the Agent, with the approval of the Majority Lenders, shall determine that all the obligations of the Obligors under the Finance Documents have been fully and finally discharged and that none of the Finance Parties is under any commitment, obligation or liability (whether actual or contingent) to make Loans or provide other financial accommodation under or pursuant to any Finance Document to the Borrower, the Agent shall notify the Security Trustee of such determination and approval. Upon such notification the trusts set out above shall automatically be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security then held by it.

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28. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. SHARING AMONG THE FINANCE PARTIES

29.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower/ other Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 30.5 (Partial payments).

29.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 29.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under sub-clause (a) above, the Borrower/ other Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

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(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower/ other Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

29.5 Exceptions

(a) This Clause 29 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower/ other Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

30. PAYMENT MECHANICS

30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to the Obligors) and Clause 30.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

30.3 Distributions to the Obligors

The Agent and the Security Trustee may each (with the consent of the Borrower/other Obligor or in accordance with Clause 31 (Set-off)) apply any amount received by it for the Borrower/ other Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount

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due from the Borrower/ other Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback

(a) Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents for another Party, the Agent or (as the case may be) the Security Trustee is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent or the Security Trustee pays an amount to another Party and it proves to be the case that the Agent or (as the case may be) the Security Trustee had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent or (as the case may be) the Security Trustee shall on demand refund the same to the Agent or (as the case may be) the Security Trustee together with interest on that amount from the date of payment to the date of receipt by the Agent or (as the case may be) the Security Trustee, calculated by the Agent to reflect its cost of funds.

30.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Trustee under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-clauses (a)(ii) to (iv) above.

(c) Sub-clauses (a) and (b) above will override any appropriation made by the Borrower.

30.6 No set-off by Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

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(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8 Currency of account

(a) Subject to sub-clauses (b) to (e) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.

(d) A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency in which that Unpaid Sum is denominated on its due date.

(e) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

30.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent; and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank Market and otherwise to reflect the change in currency.

30.10 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

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(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (but excluding any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.10; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex.

32.2 Addresses

The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of each Obligor, that identified with its respective names below;

(b) the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent and the Security Trustee, that identified with its name below,

or any substitute address, fax number, telex number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the sender’s copy of the notice,

and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.

32.4 Notification of address, fax number and telex number

Promptly upon receipt of notification of an address, fax number and telex number or change of address, fax number or telex number pursuant to Clause 32.2 (Addresses) or changing its own address, fax number or telex number, the Agent shall notify the other Parties.

32.5 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

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34. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

36. AMENDMENTS AND WAIVERS

36.1 Required consents

(a) Subject to Clause 27.14 (Amendments by Security Trustee) and Clause 36.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders, the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.1 (Required consents).

36.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in or an extension of any Commitment;

(v) a change to the Borrower;

(vi) the nature or scope of the Charged Assets or the manner in which the proceeds of enforcement of the Security created under, or (as the case may be) evidenced in, any Security Document are distributed;

(vii) a release of any Security Document other than in accordance with this Agreement or any other Finance Document (or where a sale or disposal of the relevant Charged Asset(s) is expressly permitted under this Agreement or any other Finance Document);

(viii) a change in the currency of the Facility;

(ix) any provision which expressly requires the consent of all the Lenders; or

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(x) Clause 2.2 (Finance Parties’ rights and obligations), Clause 24 (Changes to the Lenders), Clause 29 (Sharing among Finance Parties) or this Clause 36 (Amendments and waivers),

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.

37. COUNTERPARTS

Each Finance Document and any Transfer Certificate may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document or (as the case may be) Transfer Certificate.

38. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

39. ENFORCEMENT

39.1 Jurisdiction

(a) The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including any dispute relating to any non-contractual obligation arising out of or in connection with this Agreement and any dispute regarding the existence, validity or termination of any Finance Document) (a “Dispute”).

(b) The Parties agree that the courts of England are the appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 39.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions and the Borrower hereby consents to each such jurisdiction and agrees not to challenge any such proceeding on the ground of forum non conveniens and/or res judicata.

39.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(a) irrevocably appoints VRPLC located at 2nd Floor, Vinters Place, 68 Upper Thames Street, London EC4V 3BJ as at the date of this Agreement as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

ORIGINAL LENDERS

Name of Original Lender	Commitment (US$)
Axis Bank Limited, Hong Kong Branch		50,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

PART 1

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Obligors

1.1 A copy of the constitutional documents of each Obligor.

1.2 A copy of a resolution of the board of directors of each Obligor:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

1.4 A certificate from each Obligor (signed by an authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

1.5 A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Security Documents

2.1 The Original Borrower Deed of Hypothecation executed by the Original Borrower in favour of the Security Trustee.

2.2 Certificate from the authorized signatory of the Original Borrower declaring about income tax dues.

2.3 Evidence that all stamp, registration or similar taxes as set out in Clause 18.6 (No filing or stamp taxes) has been paid in respect of all Finance Documents on or prior to the date of their execution.

2.4 A copy of any other Authorisation, filing or other document, opinion or assurance which the Security Trustee considers to be necessary in order to confirm that all other acts (if any) required to be done in order to create and perfect the Security held by the Security Trustee for the benefit of the Finance Parties has been done.

76

3. Legal opinions

3.1 A legal opinion in relation to English law from Allen & Overy LLP addressed to the Finance Parties, substantially in the form distributed to the Agent prior to the signing of this Agreement.

3.2 A legal opinion as to Indian law from Desai & Diwanji addressed to the Finance Parties, substantially in the form distributed to the Agent prior to signing this Agreement.

4. Other documents and evidence

4.1 Evidence that any process agent referred to in Clause 39.2 (Service of Process), has accepted its appointment.

4.2 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

4.3 The Original Financial Statements of each Obligor.

4.4 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

4.5 Confirmation from the Borrower that none of the directors of any Finance Party, or his/her relatives or senior officers of any Finance Party, are interested in the Borrower.

4.6 Such other documents relating to any of the matters contemplated herein as the Agent may reasonably require.

77

PART 2

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL

BORROWER

1. Corporate Documents

1.1 A copy of the constitutional documents of the Additional Borrower.

1.2 A copy of a resolution of the board of directors of the Additional Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.

1.4 A certificate of the Additional Borrower (signed by an authorised signatory) confirming that borrowing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

1.5 A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

2. Finance Documents

2.1 An Accession Letter, duly executed by the Additional Borrower and the Original Borrower.

2.2 The New Borrower Deed of Hypothecation, duly executed by the Additional Borrower.

2.3 Certificate from the authorized signatory of the Additional Borrower declaring about income tax dues.

2.4 Evidence that all stamp, registration or similar taxes as set out in Clause 18.6 (No filing or stamp taxes) has been paid in respect of all Finance Documents on or prior to the date of their execution.

2.5 A copy of any other Authorisation, filing or other document, opinion or assurance which the Security Trustee considers to be necessary in order to confirm that all other acts (if any) required to be done in order to create and perfect the Security held by the Security Trustee for the benefit of the Finance Parties has been done.

3. Legal Opinions

3.1 A legal opinion in relation to English law from Allen & Overy LLP addressed to the Agent and the Lenders.

78

3.2 A legal opinion as to Indian law from Desai & Diwanji addressed to the Agent and the Lenders.

4. Other documents and evidence

4.1 A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the any Finance Document or for the validity and enforceability of any Finance Document.

4.2 If available, the latest audited financial statements of the Additional Borrower.

4.3 If the proposed Additional Borrower is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 39.2 (Service of process) has accepted its appointment in relation to the proposed Additional Borrower.

4.4 Such other documents relating to any of the matters contemplated herein as the Agent may reasonably require.

79

SCHEDULE 3

REQUESTS

PART 1

UTILISATION REQUEST

From:	[Borrower]
To:	Axis Bank Limited, Hong Kong Branch as Agent
Dated:

Dear Sirs

Vedanta Aluminium Limited – US$50,000,000 Facility Agreement dated [                    ] (the Facility

Agreement)

1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[                    ] (or, if that is not a Business Day, the next Business Day)
Amount:	[                    ] or, if less, the Available Facility
First Interest Period:	[                    ]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of Borrower]

80

PART 2

FORM OF SELECTION NOTICE

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	[Borrower]
Date:

Dear Sirs,

Vedanta Aluminium Limited - US$50,000,000 Facility Agreement dated [—] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement shall have the same meaning in this Selection Notice.

2. We refer to the Loan with an Interest Period ending on [                    ]*:

[                    ]*

3. We request that the next Interest Period for the above Loan is [                    ].

This Selection Notice is irrevocable.

Yours faithfully,

authorised signatory for

[name of Borrower]

* Insert details of all Loans which have an Interest Period ending on the same date.

81

SCHEDULE 4

FORM OF TRANSFER CERTIFICATES

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	[The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)
Dated:

Vedanta Aluminium Limited - US$50,000,000 Facility Agreement dated [—] (the “Facility Agreement”)

1. We refer to Clause 24.5 (Procedure for transfer) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement shall have the same meaning in this Transfer Certificate.

2. The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 24.5 (Procedure for transfer), all of the Existing Lender’s rights and obligations under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participations in Loans under the Facility Agreement as specified in the Schedule.

3. The proposed Transfer Date is [                    ].

4. The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

5. The New Lender expressly acknowledges:

(a) the limitations on the Existing Lender’s obligations set out in Clause 24.4 (Limitation of responsibility of Existing Lenders); and

(b) that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

6. The New Lender confirms that it is a “New Lender” within the meaning of Clause 24.1 (Assignments and transfers by the Lenders).

7. The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor.

8. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

9. This Transfer Certificate and all non-contractual obligations arising from or in connection with this Transfer Certificate are governed by English law.

10. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

82

THE SCHEDULE

Commitment/rights and obligations to be transferred, and other particulars

Commitment/participation(s) transferred
Drawn Loan(s) participation(s) amount(s):	[                    ]
Available Commitment amount:	[                    ]
Administration particulars:
New Lender’s receiving account:	[                    ]
Address:	[                    ]
Telephone:	[                    ]
Facsimile:	[                    ]
Attn/Ref:	[                    ]

[the Existing Lender]	[the New Lender]
By:	By:
This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                    ].
[the Agent]
By:

Note: It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the transfer contemplated in this Transfer Certificate or to give the New Lender full enjoyment of all the Finance Documents.

83

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	[Borrower]
Dated:	[insert date]

Dear Sirs

Vedanta Aluminium Limited - US$50,000,000 Facility Agreement dated [—] (the “Agreement”)

1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified including calculations]

3. We confirm that no Default has occurred and/ or is continuing.

for and on behalf of

[Borrower]

Director Director

[insert applicable certification language]

for and on behalf of

[name of auditors of the Borrower]

84

SCHEDULE 6

FORM OF ACCESSION LETTER

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	[Additional Borrower] and [Original Borrower]
Dated:

Dear Sirs

Vedanta Aluminium Limited - US$50,000,000 Facility Agreement dated [—] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is an Accession Letter. Terms defined in the Facility Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [    ] agrees to become an Additional Borrower and to be bound by the terms of the Facility Agreement as an Additional Borrower pursuant to Clause [25.2 (Additional Borrowers) of the Facility Agreement. [    ] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [The Original Borrower confirms that no Default is continuing or would occur as a result of [    ] becoming an Additional Borrower.]

4. The administrative details of [    ] are as follows:

Address:

Fax No:

Attention:

5. This Accession Letter, and all non-contractual obligations arising from or in connection with this Accession Letter, are governed by English law.

[This Accession Letter is entered into by deed.]

[Company]        [Subsidiary]

85

SCHEDULE 7

FORM OF RESIGNATION LETTER

To:	Axis Bank Limited, Hong Kong Branch as Agent
From:	[Original Borrower]
Dated:

Dear Sirs

Vedanta Aluminium Limited - US$50,000,000 Facility Agreement dated [—] (the “Facility Agreement”)

1. We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the Facility Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to Clause 25.3 (Resignation of a Borrower) of the Facility Agreement, we request that [Original Borrower] be released from its obligations as a Borrower under the Facility Agreement.

3. We confirm that:

(a) no Default is continuing or would result from the acceptance of this request; and

(b) all the obligations of [Original Borrower] under the Finance Documents have been effectively transferred to [New Borrower].

4. This Resignation Letter, and all non-contractual obligations arising from or in connection with this Resignation Letter, are governed by English law.

[Original Borrower]

By:

86

SIGNATURES

As Borrower

The Common Seal of VEDANTA ALLUMINIUM LIMITED, as the Original Borrower, has been, pursuant to resolution passed by its board of directors at its meeting held on the 2nd day of JANUARY, 2013 hereunto affixed in the presence of Mr. DEEPAK KUMAR, its AUTHORIZED SIGNATORY and Mr. AJIT KUMAR SAMAL, its AUTHORIZED SIGNATORY, who have signed these presents in token thereof.	)	/s/ Deepak Kumar
	)
	)	/s/ Ajit Kumar Samal
	)
	)
	)
	)
	)
	)
	)
	)
	)
	)
	)
	)

Address: JHARSUGUDA PROJECT OFFICE, 242 SOLITAIRE COPORATE PARK, ANDHERI-GHATKOPAR LINK ROAD, CHAKALA ANDHERI-EAST, MUMBAI-400 093

Attention: PRERNA HALWASIA, Company Secretary

Telephone: +91 22 4005 8025

Fax: +91 22 4005 8011

Vedanta – US$50m Facility Agreement 87

As Guarantor

The Common Seal of STERLITE INDUSTRIES INDIA LIMITED, as the Guarantor, has been, pursuant to resolution passed by its board of directors at its meeting held on the 14th day of Dec. 2012, hereunto affixed in the presence of Mr. Sridhar Narasimhan, its Authorised Signatory and Mr. P. Ramnath, its Authorised Signatory, who have signed these presents in token thereof.	) ) ) ) ) ) ) ) ) ) ) ) ) ) )	/s/ Sridhar Narasimhan
		/s/ P. Ramnath

Address: SIPCOT Industrial Complex, Madurai Bypass Road T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu

Attention: Rajiv Choubey, Company Secretary	For STERLITE INDUSTRIES (I) LTD
Telephone: +91 461 424 2982	/s/ Rajiv Choubey
	RAJIV CHOUBEY
Fax: +91 461 234 0203	COMPANY SECRETARY

Vedanta – US$50m Facility Agreement 88

As Arranger

EXECUTED by	) ) ) ) ) ) ) ) ) )
AXIS BANK LIMITED, HONG KONG BRANCH
acting by:		(Sign)	/s/ Akshaya Kumar Panda
			Akshaya Kumar Panda
Name:			Chief Executive Axis Bank, Hong Kong Branch.
Title:

Address:	805, Alexandra House
	18 Chater Road
	Central, Hong Kong
Attention:	Mr. Vaibhav Chadha / Ms. Teena Jaisinghani
Telephone:	+852 36564005 / +852-3656 4010

Fax:	+852-2522 7821
Email: vaibhav.chadha@axisbank.com / teena.jaisinghani@axisbank.com

Vedanta – US$50m Facility Agreement 89

As Agent

EXECUTED by	) ) ) ) ) ) ) ) ) )
AXIS BANK LIMITED, HONG KONG BRANCH
acting by:		(Sign)	/s/ Akshaya Kumar Panda
			Akshaya Kumar Panda Chief Executive Axis Bank, Hong Kong Branch.
Name:
Title:

Address:	805, Alexandra House
	18 Chater Road
	Central, Hong Kong
Attention:	Mr. Vaibhav Chadha / Ms. Teena Jaisinghani
Telephone:	+852 36564005 / +852-3656 4010

Fax:	+852-2522 7821
Email: vaibhav.chadha@axisbank.com / teena.jaisinghani@axisbank.com

Vedanta – US$50m Facility Agreement 90

As Security Trustee

EXECUTED by		) ) ) ) ) ) ) ) ) )		For AXIS BANK LTD.
AXIS BANK LIMITED
acting by:			(Sign)	/s/ Sudhansu Sekhar Das
				Authorised Signatory
Name:	Sudhansu Sekhar Das
Title:	DY. VICE PRESIDENT

Address:	2nd Floor, Axis House, Bombay Dyeing Mills Compound
	Pandurang Bhudhkar Marg
	Worli, Mumbai – 400 025, Maharashtra
Attention:	Mr. Makarand Kulkarni
Telephone:	+91 22 2425 5226

Fax:	+91 22 24254200
Email: kulkarni.makarand@axisbank.com

Vedanta – US$50m Facility Agreement 91

As Original Lender

EXECUTED by	) ) ) ) ) ) ) ) ) )		/s/ Akshaya Kumar Panda
AXIS BANK LIMITED, HONG KONG BRANCH
acting by:		(Sign)
			Akshaya Kumar Panda Chief Executive Axis Bank, Hong Kong Branch.
Name:
Title:

Vedanta – US$50m Facility Agreement 92

[Five Hundred Rupee Stamp]

counterpart -1

This stamp paper forms an integral part of the Facility Agreement dated 8^th January 2013 between Vedanta Aluminium Limited as the Borrower, Sterlite Industries India Ltd. as the Guarantor, Axis Bank Limited, Hong Kong Branch as the Arranger, Original Lender and Agent, and Axis Bank Limited, Central Office as the Security Trustee.

EX-4.33

Exhibit 4.33

EXECUTION VERSION

US$1,200,000,000

FACILITY AGREEMENT

Dated 15 May 2013

for

VEDANTA RESOURCES PLC

with

TWIN STAR MAURITIUS HOLDINGS LIMITED

as Borrower

arranged by

BANK OF AMERICA, N.A.

BARCLAYS BANK PLC

CITIGROUP GLOBAL MARKETS ASIA LIMITED

JP MORGAN CHASE BANK N.A., SINGAPORE BRANCH

THE ROYAL BANK OF SCOTLAND PLC

and

STANDARD CHARTERED BANK

and

STANDARD CHARTERED BANK (MAURITIUS) LIMITED

acting as Account Bank

and

STANDARD CHARTERED BANK

acting as Agent and Security Agent

Linklaters

Ref: PHJB/AMV

Linklaters Singapore Pte. Ltd.

CONTENTS

CLAUSE		PAGE
	SECTION 1
	INTERPRETATION
1.	Definitions and interpretation	1
	SECTION 2
	THE FACILITY
2.	The Facility	29
3.	Purpose	30
4.	Conditions of Utilisation	30
	SECTION 3
	UTILISATION
5.	Utilisation	33
	SECTION 4
	REPAYMENT, PREPAYMENT AND CANCELLATION
6.	Repayment	35
7.	Prepayment and cancellation	35
	SECTION 5
	COSTS OF UTILISATION
8.	Interest	42
9.	Interest Periods	43
10.	Changes to the calculation of interest	43
11.	Fees	45
	SECTION 6
	ADDITIONAL PAYMENT OBLIGATIONS
12.	Tax gross-up and indemnities	46
13.	Increased costs	49
14.	Other indemnities	50
15.	Mitigation by the Lenders	52
16.	Costs and expenses	52
	SECTION 7
	GUARANTEE
17.	Guarantee and Indemnity	54
	SECTION 8
	REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
18.	Representations	57
19.	Information undertakings	64
20.	Financial covenants	69
21.	General undertakings	75
22.	Accounts	89
23.	Events of Default	95
	SECTION 9
	CHANGES TO PARTIES
24.	Changes to the Lenders	100
25.	Changes to the Obligors	105

(i)

26.	Accession of and changes to the Hedging Banks	106
	SECTION 10
	THE FINANCE PARTIES
27.	Role of the Agent, the Security Agent, the Account Bank and the Arranger	107
28.	Conduct of business by the Secured Parties	114
29.	Sharing among the Secured Parties	115
	SECTION 11
	ADMINISTRATION
30.	Payment mechanics	117
31.	Set-off	121
32.	Notices	121
33.	Calculations and certificates	123
34.	Partial invalidity	123
35.	US Banks	123
36.	Remedies and waivers	123
37.	Amendments and waivers	124
38.	Confidentiality	126
39.	Counterparts	130
	SECTION 12
	GOVERNING LAW AND ENFORCEMENT
40.	Governing law	131
41.	Enforcement	131

(ii)

THE SCHEDULES

SCHEDULE	PAGE
SCHEDULE 1 The Original Lenders	133
SCHEDULE 2 Conditions Precedent	134
SCHEDULE 3 Requests	139
SCHEDULE 4 Mandatory Cost Formula	141
SCHEDULE 5 Form of Transfer Certificate	143
SCHEDULE 6 Security Agency Provisions	145
SCHEDULE 7 Form of Assignment Agreement	148
SCHEDULE 8 Form of Accession Letter	151
SCHEDULE 9 Form of Compliance Certificate	153
SCHEDULE 10 Timetables	154
SCHEDULE 11 Hedging Bank Provisions	155
SCHEDULE 12 Subordination	162
SCHEDULE 13 Intercreditor Principles	172
SCHEDULE 14 Form of Subordinated Creditor Accession Letter	177
SCHEDULE 15 VSAP Audit – Scope of Work	180
SCHEDULE 16 Form of withdrawal instruction	181

(iii)

THIS AGREEMENT is dated 15 May 2013 and made between:

(1) VEDANTA RESOURCES PLC, a company registered under the laws of England and Wales with registration number 04740415 (the “Company”);

(2) VEDANTA RESOURCES JERSEY II LIMITED, a company registered under the laws of Jersey with registration number 105124 (the “Original Subordinated Creditor”);

(3) BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS ASIA LIMITED, JP MORGAN CHASE BANK N.A., SINGAPORE BRANCH, THE ROYAL BANK OF SCOTLAND PLC and STANDARD CHARTERED BANK as mandated lead arrangers (whether acting individually or together the “Arranger”);

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the “Original Lenders”);

(5) STANDARD CHARTERED BANK (MAURITIUS) LIMITED acting as account bank (the “Account Bank”);

(6) STANDARD CHARTERED BANK as agent of the other Finance Parties (the “Agent”);

(7) STANDARD CHARTERED BANK as security agent for the other Secured Parties (the “Security Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Acceleration Date” means the date on which the Loans are or become immediately due and payable:

(a) by reason of acceleration pursuant to paragraph (b) of clause 22.21 (Acceleration); or

(b) under Clause 6 (Repayment); or

(c) under Clause 7 (Prepayment or cancellation)

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch Ratings Ltd or A2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency.

“Accession Letter” means a letter substantially in the form set out in Schedule 8 (Form of Accession Letter).

“Account Charge” means the Mauritian law governed charge over the Collection Account entered into or to be entered into between the Borrower and the Security Agent pursuant to Clause 21.27 (Security Documents).

1

“Account Mandate” means an account mandate relating to the establishment and maintenance of the Collection Account, the Distribution Account and/or the Expenses Account.

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formula).

“Additional Debt” has the meaning given in paragraph (c) of Clause 21.11 (No other business).

“Additional Debt Incurrence Date” means the date on which any Additional Debt is incurred by the Borrower.

“Adjustment Event” means any event or action taken by Cairn India affecting the quantum of Cairn India Shares in issue (including, without limitation, a private placement) that may have a diluting or concentrative effect on the percentage of Cairn India Shares held by TSMHL.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company (subject always to Clause 1.4 (RBS)).

“Agreed Form” means, in relation to a document, that it is in a form initialled by or on behalf of the Company and the Agent or confirmed by counsel to both the Arranger and the Company to be in the agreed form.

“Agreed Timeline” means a timeline agreed to between the E&S Consultant or E&S VSAP Consultant (as the case may be) and the Company (each acting reasonably), or (if no such timeline has been agreed to between the E&S Consultant or E&S VSAP Consultant (as the case may be) and the Company after a reasonable period of discussions) such timeline as determined by the Majority Lenders.

“Anti-Money Laundering Laws” means the Executive Order, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act and any similar law enacted in the US after the date of this Agreement.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 7 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means:

(a) an authorisation, consent, approval, foreign exchange control approval, resolution, licence, exemption, filing, notarisation or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

“Availability Period” means the period from and including the date of this Agreement to and including 7 December 2013 or, if earlier, the date which is 60 days after the date of issue of the Refinancing Notes (as defined in the B2B Facility Agreement).

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in any Loans outstanding; and

2

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“BofA Facility” means the loan facility provided pursuant to the BofA Facility Agreement.

“BofA Facility Agreement” means the US$150,000,000 facility agreement dated 5 April 2013 between, inter alia, the Company, Valliant (Jersey) Limited as borrower and Bank of America, N.A. as arranger and agent.

“B2B Facility” means the loan facility provided under the B2B Facility Agreement.

“B2B Facility Agreement” means the US$1,350,000,000 bridge facility agreement dated 5 May 2013 between the Company, Sesa Sterlite Mauritius Holdings Limited as borrower and the Arranger.

“Borrower” means TSMHL upon its accession to this Agreement pursuant to Clause 25.2 (Accession of TSMHL and TSEHL).

“Borrower Share Pledge” means the pledge agreement entered into or to be entered into by TSEHL in favour of the Security Agent in respect of 100 per cent. of the issued shares of the Borrower pursuant to Clause 21.27 (Security Documents).

“Borrowings” has the meaning given to it in Clause 20 (Financial covenants).

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding Margin and Mandatory Cost) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Bridge Borrower” means Sesa Sterlite Mauritius Holdings Limited, a company incorporated under the laws of Mauritius with registration number currently being C2/GBL 113114.

“Business Day” means a day (other than a Saturday or Sunday):

(a) in relation to the first and last day of any Interest Period and any other day for payment of principal or interest in respect of a Loan or an Unpaid Sum denominated in US Dollars, which is a London Business Day and on which banks are open for general business in New York City (and, in relation to each Utilisation Date, on which banks are open for general business in Taipei);

3

(b) in relation to any day for payment of any other amount (not being principal or interest in respect of a Loan or an Unpaid Sum denominated in US Dollars), on which banks are open for general business in the principal financial centre of the jurisdiction(s) whose lawful currency the payment is to be made (provided that if there is more than one such principal financial centre, that principal financial centre shall be as designated by the Agent (acting reasonably)); and

(c) for all other purposes, on which banks are open for general business in London, Mumbai and Mauritius.

“Cairn India” means Cairn India Limited, a company registered under the laws of India with its registered office at 101 West View, Veer Savarkar Marg, Prabhadevi, Mumbai – 400025, India.

“Cairn India Share Value” means, at any time, the value (in US$) of all Cairn India Shares then held by the Borrower (capped at the Minimum Cairn Shareholding) with such value being determined based on:

(a) the volume weighted average price of Cairn India Shares traded on the stock exchanges operated by BSE Ltd and National Stock Exchange of India Limited during the five Trading Day period immediately preceding the date of calculation; and

(b) the average of the exchange rates for each such Trading Day for the purchase of US$ with INR as determined by reference to the daily reference rate published by the RBI for the purchase of US$ with INR.

“Cairn India Shares” means ordinary shares in the issued capital of Cairn India.

“Cash” has the meaning given to it in Clause 20 (Financial covenants).

“Cash Equivalent Investments” has the meaning given to it in Clause 20 (Financial covenants).

“Certain Funds Default” means a Default arising under or in connection with:

(a) Clause 23.1 (Non-payment);

(b) Clause 23.3 (Other obligations) as it relates to:

(i) Clause 21.3 (Negative pledge);

(ii) Clause 21.4 (Disposals);

(iii) Clause 21.5 (Acquisitions);

(iv) Clause 21.9 (Merger);

(v) Clause 21.11 (No other business);

(vi) Clause 21.13 (Environmental undertakings);

(vii) Clause 21.14 (Environmental claims);

(viii) Clause 21.22 (Sanctions);

(ix) Clause 21.23 (Anti-Terrorism Laws); or

(x) Clause 21.29 (Application of FATCA).

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(c) Clause 23.4 (Misrepresentation) as it relates to:

(i) the representations and warranties set out in Clause 18.18 (Group Structure) with regard to the making of each such representation or warranty on the date of this Agreement;

(ii) the representations and warranties set out in any of the following Clauses whenever made, repeated or deemed repeated in accordance with the terms of this Agreement:

(A) Clause 18.1 (Status);

(B) Clause 18.2 (Binding obligations);

(C) Clause 18.3 (Non-conflict with other obligations);

(D) Clause 18.4 (Power and authority);

(E) Clause 18.5 (Validity and admissibility in evidence);

(F) Clause 18.16 (Environmental laws and licences);

(G) Clause 18.17 (Environmental releases);

(H) Clause 18.19 (TSMHL);

(I) paragraph (a), (b) or (e) of Clause 18.20 (Shares);

(J) Clause 18.23 (Sanctions);

(K) Clause 18.24 (Anti-Terrorism Laws);

(L) Clause 18.25 (US Governmental Regulation); or

(M) Clause 18.26 (TSEHL);

(d) Clause 23.6 (Insolvency) or Clause 23.7 (Insolvency proceedings);

(e) Clause 23.9 (Unlawfulness and unenforceability) or Clause 23.10 (Repudiation); or

(f) the representations and warranties set out in paragraph 8 of Schedule 12 (Subordination) whenever made, repeated or deemed repeated in accordance with the terms of this Agreement.

“Certain Funds Loan” means any Loan to be made for the purposes of refinancing any Financial Indebtedness of, or guaranteed by, the Company including, without limitation, the Financial Indebtedness arising under the Existing Facilities Agreement, the B2B Facility Agreement and the BofA Facility Agreement as specified in the related Utilisation Request.

“Certain Funds Period” has the meaning given in Clause 4.4 (Certain Funds).

“Change of Control” has the meaning given to it in paragraph (a) of Clause 7.2 (Change of Control).

“Charged Assets” means the assets from time to time subject, or expressed to be subject, to the Security created under any Security Document or any part of those assets.

“Code” means the US Internal Revenue Code of 1986.

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“Collection Account” means the US Dollar denominated current account with number 01/201/11570/04 in the name of the Borrower held with the Account Bank (or any other account being a renewal, re-designation or replacement of that account as the Account Bank may, from time to time, specify by notice in writing to the Borrower and the Security Agent and any associated fixed term deposit).

“Commitment” means:

(a) in relation to an Original Lender, the amount in Dollars set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred or assigned to it under this Agreement; and

(b) in relation to any other Lender, the amount in Dollars of any Commitment transferred or assigned to it under this Agreement,

to the extent not cancelled, reduced, transferred or assigned by it under this Agreement.

“Company Net Borrowings” has the meaning given to it in Clause 20 (Financial covenants).

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).

“Confidential Information” means all information relating to any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

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“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Agent.

“Current Assets” has the meaning given to it in Clause 20 (Financial covenants).

“Current Liabilities” has the meaning given to it in Clause 20 (Financial covenants).

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by administrative or technical error and payment is made within five Business Days of its due date;

(ii) a Disruption Event has occurred; or

(iii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Person” means a person or entity:

(a) listed in the annex to, or otherwise targeted by the provisions of, the Executive Order;

(b) named as a “Specially Designated National and Blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(c) to the best of any Obligor’s knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Economic Sanctions Laws.

“Discharge Date” means the date on which the Security Agent is satisfied that all Liabilities have been fully and irrevocably paid or discharged and all commitments of the Finance Parties in respect of the Liabilities have expired or been cancelled.

“Distribution Account” means the US Dollar denominated current account with account number 01/201/11570/03 in the name of TSMHL held with the Account Bank (or any other account being a renewal, redesignation or replacement of that account as the Account Bank may, from time to time, specify by notice in writing to TSMHL and the Security Agent).

“Disruption Event” means either or both of:

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(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“E&S Consultant” means The ERM Group Inc., ENVIRON UK Ltd, URS Corporation (or any of their respective Affiliates) or an independent internationally recognised firm of environmental and social consultants acceptable to the Majority Lenders.

“E&S Review” means any environmental and social review to be prepared by the E&S Consultant with a scope satisfactory to the Majority Lenders.

“E&S VSAP Consultant” means Ernst & Young, KPMG, SGS United Kingdom Ltd. (or any of their respective Affiliates) or an independent internationally recognised firm of consultants acceptable to the Majority Lenders.

“EBITDA” has the meaning given to it in Clause 20 (Financial covenants).

“Economic Sanctions Laws” means the Executive Order, the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), any other law or regulation promulgated thereunder from time to time and administered by OFAC and any similar law enacted in the US after the date of this Agreement.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within natural or man-made structures, whether above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including land under water).

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law or applicable International Standards.

“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

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(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

“Environmental Licence” means any Authorisation required at any time under Environmental Law.

“Environmental or Social Incident” means any incident or accident which results in a material adverse impact (as determined by the Majority Lenders) on the Environment, communities or workers.

“Event of Default” means any event or circumstance specified as such in Clause 21.27 (Events of Default).

“Excluded Indebtedness” means any Financial Indebtedness incurred to finance or refinance the ownership, acquisition (other than by means of the acquisition of or subscription for any share in a Key Subsidiary or an Obligor), development and/or operation of projects, assets or installations (including, without limitation, (1) the discovery, mining, extraction, transportation or development, construction (in each case whether directly or indirectly) of metals or minerals and oil or gas exploration and/or production, or (2) the development or operation of processing facilities in respect of energy (in each case whether directly or indirectly) related to natural resources including, without limitation, metals smelting, processing and refining) and (3) the development, construction or operation of infrastructure (the “Relevant Property”) in respect of which the person or persons (in this definition the “Creditor”) to whom any such Financial Indebtedness is or may be owed by the relevant borrower (whether or not a member of the Group but which must not be the Company, TSEHL or TSMHL) has or have no recourse whatsoever to any member of the Group for the repayment of all or any portion of such indebtedness other than:

(a) recourse to such borrower for amounts limited to the present and future cash flow or net cash flow from the Relevant Property;

(b) recourse to the proceeds of enforcement of any Security given by such borrower over the Relevant Property or the income, cash flow or other proceeds deriving therefrom (or given by any shareholder or the like in the borrower over its shares or the like in the capital of the borrower) to secure such Financial Indebtedness, provided that (A) the extent of such recourse to such borrower is limited solely to the amount of any recoveries made on any such enforcement, and (B) such Creditor is not entitled, by virtue of any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding-up or dissolution of such borrower or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of such borrower generally or any of its projects, assets or installations (save for the Relevant Property the subject of such Security);

(c) recourse to such borrower generally, or directly or indirectly to a member of the Group, under any form of assurance, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be

9

calculated in a specified way) for breach of an obligation (not being a payment obligation or an obligation to procure payment by another person or an indemnity in respect thereof or an obligation to comply or to procure compliance by another person with any financial ratios or other tests of financial condition) by the person against whom such recourse is available; and

(d) recourse to any other member of the Group (other than TSMHL or TSEHL) by way of guarantee of such Financial Indebtedness (but not benefitting from any Security or Quasi-Security) from that other member of the Group.

“Executive Order” means the US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

“Existing Facilities” means the loan facilities provided under the Existing Facilities Agreement.

“Existing Facilities Agreement” means the US$3,500,000,000 Facility Agreement dated 17 November 2010 in the Original Form or as subsequently amended or varied without breaching Clause 21.24 (Other documents).

“Expenses Account” means the US Dollar denominated current account with account number 01/201/11570/02 in the name of TSMHL held with the Account Bank (or any other account being a renewal, redesignation or replacement of that account as the Account Bank may, from time to time, specify by notice in writing to TSMHL and the Security Agent).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Debt” means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party (in each case, in its capacity as a Finance Party) under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

“Facility Discharge Date” means the date on which the Agent notifies the Security Agent that it is satisfied that all Facility Debts have been fully and irrevocably paid or discharged and all commitments of the Finance Parties in respect of the Liabilities have expired or been cancelled.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the Code, any associated regulations and other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; and

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(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the government of the US or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 January 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Event” has the meaning given in Clause 7.7 (Mandatory repayment and cancellation of FATCA Protected Lenders).

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

“FATCA Protected Lender” means any Lender irrevocably designated as a “FATCA Protected Lender” by the Company by notice to that Lender and the Agent at least six months prior to the earliest FATCA Application Date for a payment by a Party to that Lender (or to the Agent or Security Agent for the account of that Lender).

“Fee Letter” means any letter or letters between, as the case may be, the Arranger and the Company, the Agent and the Company or the Security Agent and the Company setting out any of the fees referred to in Clause 11 (Fees).

“Final Discharge Date” means the latest of the Facility Discharge Date and the Hedging Debt Discharge Date.

“Final Maturity Date” means the date which is five years after the first Utilisation Date (provided that if the date so determined is not a Business Day, the Final Maturity Date shall be the immediately preceding Business Day).

“Finance Document” means this Agreement any Fee Letter, the Mandate Letter, any Security Document, any Syndication Agreement, any Transfer Certificate, any Assignment Agreement,

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the Intercreditor Agreement and any other document designated as such by the Agent and the Company.

“Finance Party” means the Agent, the Security Agent, the Arranger or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject to a put option or other form of guarantee where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness;

(i) any obligation under any put option in respect of any shares or instruments convertible into shares or any form of guarantee or indemnity in respect of any put option where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness;

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

“GAAP” means:

(a) in relation to the consolidated financial statements of the Group, generally accepted accounting principles, standards and practices in the United Kingdom, including IFRS; and

(b) in relation to any member of the Group, generally accepted accounting principles, standards and practices in its jurisdiction of incorporation, including IFRS.

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“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

“Group” means the Company and its Subsidiaries from time to time.

“Group Structure Chart” means the group structure chart in the Agreed Form.

“Guarantor” means the Company or, upon its accession pursuant to Clause 25.2 (Accession of TSMHL and TSEHL), TSEHL.

“Hazardous Substance” means any waste, pollutant, emission, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person or that may make the use or ownership of any affected land or property more costly.

“Hedging Bank” means any party which has become a Hedging Bank in accordance with paragraph 11 or 12 of Schedule 11 (Hedging Bank Provisions) which has not ceased to be a Hedging Bank in accordance with this Agreement.

“Hedging Debt” means all present and future moneys, debts and liabilities due, owing or incurred from time to time by any Obligor to any Hedging Bank under or in connection with any Hedging Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

“Hedging Debt Discharge Date” means the date on which each Hedging Bank has notified the Security Agent that it is satisfied that all Hedging Debt owed to it has been fully and irrevocably paid or discharged and no further Hedging Debt can arise pursuant to the Hedging Documents to which it is party.

“Hedging Documents” means the documents entered into or to be entered into between TSMHL (as hedging counterparty) and a Hedging Bank and, as the case may be, the Company and/or TSEHL as guarantor, for the sole purpose of implementing the hedging of the interest rate exposure of TSMHL under the Finance Documents and/or, to the extent contemplated in Clause 21.11 (No other business), currency exposure of TSMHL (each, a “Hedging Document”).

“Hedging Transaction” means any currency, commodity or interest rate purchase, cap or collar agreement, forward rate agreement, future or option contract, swap or other similar agreement.

“High Income OECD Countries” means those countries (classified as Category 1 countries by the OECD) whose per capital gross national income has been for at least two consecutive years above the threshold for high income countries, the membership as published annually by the OECD.

“Hindustan Zinc” means Hindustan Zinc Ltd, a company incorporated under the laws of India whose registered office is at Yashad Bhawan, Udaipur – 313004, Rajasthan, India.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

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“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within ten Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“India” means the Republic of India and its constituent states from time to time and includes where the context so requires, the Government of the Republic of India, the Government of any constituent state thereof and any regulatory agency or authority thereof.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

“Information Memorandum” means the document in the form approved by the Company concerning the Group which, at the Company’s request and on its behalf, will be prepared in relation to this transaction and distributed by the Arranger in relation to Syndication.

“Insolvency Event” in relation to a Finance Party means the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step is taken in any jurisdiction with respect to that Finance Party.

“Intercreditor Agreement” has the meaning given in paragraph (c) of Clause 21.11 (No other business).

“Intercreditor Principles” means the principles set out in Schedule 13 (Intercreditor Principles).

“Interest Expense” has the meaning given to it in Clause 20 (Financial covenants).

“Interest Period” means, in relation to any Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

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“International Standards” means the international environmental, social and sustainable development standards for the time being (including, without limitation, including the IFC Performance Standards 2012, the IFC General Environmental Health and Safety guidelines and the relevant IFC Industry Sector guidelines.

“ISDA Master Agreement” means: (a) the 1992 Master Agreement (Multicurrency – Cross Border); or (b) the 2002 Master Agreement, in each case as published by the International Swaps and Derivatives Association, Inc.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, joint venture, association, partnership or any other entity.

“Key Holdco” means, at any time, a member of the Group which is then a Key Subsidiary by operation of paragraph (d) of the definition of that term below.

“Key Subsidiary” means:

(a) subject to paragraphs (b) and (c) below, at any time, each Material Subsidiary;

(b) in the event that any entity described in paragraph (a) undergoes any Merger (excluding a demerger) permitted by the terms of this Agreement, the resulting merged entity;

(c) in the event that any entity described in paragraph (a) or (b) above undergoes a demerger, the resulting entity of the demerger which has the greatest total assets as at the date of completion of that demerger and each other resulting entity which, based on the total assets or gross revenues (consolidated in respect of any Subsidiaries of that resulting entity) attributable to the assets and business of that resulting entity acquired as part of that demerger, would have constituted a Material Subsidiary (for the purposes of paragraph (b) of the definition of “Material Subsidiary”) had that resulting entity been a member of the Group with those total assets or gross revenues as at the date of the then latest audited consolidated financial statements of the Company prior to such demerger or, as applicable, for the financial year ending on that date; and

(d) each intermediate holding company interposed between any relevant company described in paragraph (a), (b) or (c) above and the Company at that time (and for this purpose “holding company” means any member of the Group which holds shares either directly or indirectly in a Key Subsidiary) provided that MALCO shall not be a Key Subsidiary pursuant to this paragraph (d) by reason of the holding of shares in Sterlite Industries or any other entity described in subparagraphs (i) to (vi) of paragraph (a) of the definition of Material Subsidiary.

“Konkola Copper” means Konkola Copper Mines Plc, a company incorporated under the laws of Zambia whose registered address is: Private Bag KCM (c) 2000, Stand M/1408, Fern Avenue, Chingola, Zambia.

“KS Financial Indebtedness” means Financial Indebtedness owed or incurred by a Key Holdco which is:

(a) owed to person(s) who are not members of the Group (whether or not also owed to a member of the Group); or

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(b) owed solely to person(s) who are members of the Group to the extent that any such member of the Group (a “relevant Group member”) has itself (either directly or through one or more other Group members) raised or incurred Financial Indebtedness from or in favour of person(s) who are not members of the Group (whether or not also owed to a member of the Group) the proceeds of which (or an amount equivalent to the same) have been used to fund that Key Holdco with the result that the relevant Group member is a creditor of that Key Holdco in respect of Financial Indebtedness.

“Legal Reservations” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts;

(c) similar principles, rights and defences as those set out in paragraphs (a) and (b) above under the laws of its jurisdiction of incorporation; and

(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent) or Clause 25.2 (Accession of TSMHL and TSEHL).

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Lender in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for Dollars or the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period,

as of the Specified Time on the Quotation Day for the offering of deposits in Dollars for a period comparable to the Interest Period of that Loan and if any such Screen Rate or, as applicable, that arithmetic mean is below zero, LIBOR will be deemed to be zero.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

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“London Business Day” means a day (other than a Saturday or Sunday) on which deposits may be dealt in on the London interbank market and banks are open for general business in London.

“Majority Creditors” means the Majority Lenders and for this purpose only:

(a) any Hedging Bank party to a hedging transaction under any Hedging Document that has, as of the date a determination of the Majority Creditors is made, not been terminated or closed out, shall be deemed to be a Lender and the participation of each such Hedging Bank in the Loans then outstanding shall be deemed to be the amount equal to the amount, if any, which would be payable to that Hedging Bank pursuant to the terms of the Hedging Documents to which it is party, if the date on which the determination is made were deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which an Obligor is the Defaulting Party (as defined in the relevant ISDA Master Agreement); and

(b) in relation to any Hedging Bank party to a hedging transaction under any Hedging Document that has, as of the date the calculation is made, been terminated or closed out, shall be deemed to be a Lender and the participation of each such Hedging Bank in the Loans then outstanding shall be deemed to be an amount equal to the amount, if any, remaining payable to that Hedging Bank (excluding any amount of interest incurred on such amount) pursuant to the terms of the Hedging Documents to which it is party in respect of any termination or close out of that hedging which has occurred on or prior to the date of the relevant determination of the Majority Creditors; and

the amount of all the Loans then outstanding shall be deemed to be increased by an amount equal to the aggregate amount of all the sums payable to each Hedging Bank described in paragraph (a) or (b) above.

“Majority Lenders” means:

(a) if there is no Loan then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃ per cent. of the Total Commitments immediately prior to the reduction); or

(b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²⁄₃ per cent. of all the Loans then outstanding.

“MALCO” means The Madras Aluminium Company Limited, a company incorporated in India with its registered address at Mettur Dam R.S. 636402, Salem District, Tamil Nadu.

“Mandate Letter” means the letter dated 30 April 2013 between the Arranger and the Company in respect of the Facility as amended on 6 May 2013.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost Formula).

“Margin” means 2.75%.

“Material Adverse Effect” means a material adverse effect on or a material adverse change in:

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(a) the condition (financial or otherwise), operations, assets or business of the Obligors or the Group, in each case taken as a whole;

(b) the ability of the Obligors (taken as a whole) to perform their obligations under the Finance Documents (including, without limitation, upon accession pursuant to Clause 25.2 (Accession of TSMHL and TSEHL));

(c) the validity or enforceability of any Secured Debt Document including the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any Secured Debt Document against any Obligor; or

(d) the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority and ranking of any of that Security.

For the purposes of this definition, TSMHL and TSEHL shall be deemed to be Obligors even if not then party to this Agreement.

“Material Subsidiary” means each of:

(a) at all times:

(i) Cairn India;

(ii) Vedanta Aluminium;

(iii) Sterlite Industries;

(iv) Konkola Copper;

(v) Sesa Goa;

(vi) Hindustan Zinc;

(vii) TSEHL;

(viii) TSMHL; and

(ix) VRHL;

(b) at any particular time, any Subsidiary of the Company whose:

(i) total assets; or

(ii) gross revenues,

(in each case (A) attributable to the Company; and (B) on an unconsolidated basis) are equal to or greater than 10 per cent. of the consolidated total assets or consolidated gross revenues, as the case may be, of the Company, in each case as calculated by reference to the then latest audited consolidated or, as the case may be, unconsolidated financial statements of the relevant Subsidiary or Subsidiaries and the then latest audited consolidated financial statements of the Company;

(c) any Subsidiary of the Company to whom is transferred all or substantially all of the business, assets and undertaking of a Subsidiary of the Company which immediately prior to such transfer is a Material Subsidiary, whereupon the transferor Subsidiary of the

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Company shall immediately cease to be a Material Subsidiary and the transferee Subsidiary shall immediately become a Material Subsidiary; and

(d) any Key Holdco which is a debtor in respect of KS Financial Indebtedness incurred or guaranteed by it.

Without prejudice to the last two paragraphs of this definition, a report signed by:

(i) one director or the chief financial officer of the Company; and

(ii) one authorised signatory of the Company (authorised by the resolution provided pursuant to Clause 4.1 (Initial conditions precedent)),

and certified by an independent chartered accountant that in their opinion a Subsidiary of the Company is or is not, or was or was not, at any particular time or throughout any specified period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on the Finance Parties.

For the purposes of this definition, if a Subsidiary is acquired (directly or indirectly) by the Company after the end of the financial period to which the latest audited consolidated financial statements of the Company relate, those financial statements shall be adjusted as if that Subsidiary had been shown in them by reference to its then latest audited financial statements until audited consolidated financial statements of the Company for the financial period in which the acquisition is made have been prepared.

Notwithstanding the above (and whether or not so certified in the last delivered report contemplated above) any member of the Group which at any time is both (i) a Key Holdco and (ii) is a debtor in respect of KS Financial Indebtedness incurred or guaranteed by it shall be a Material Subsidiary at that time.

“Merger” means, in relation to any entity, an amalgamation, demerger, merger or corporate reconstruction involving such entity.

“Minimum Cairn Shareholding” means 31.29% of total Cairn India Shares as that percentage may be adjusted from time to time in accordance with Clause 19.9 (Adjustment Events).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month and, consistent with the terms of this Agreement, that Interest Period is to be of a duration equal to a whole number of Months, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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The above rules will only apply to the last Month of any period.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Current Assets” has the meaning given to it in Clause 20 (Financial covenants).

“Net Fixed Assets” has the meaning given to it in Clause 20 (Financial covenants).

“Obligor” means the Company or (upon their accession becoming effective in accordance with Clause 25.2 (Accession of TSMHL and TSEHL) TSMHL or TSEHL.

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury (or any successor thereto).

“Original Financial Statements” means:

(a) the audited consolidated and non-consolidated financial statements of the Company for the financial year ended 31 March 2012; and

(b) the audited non-consolidated financial statements of each of TSEHL and TSMHL for the financial year ended 31 March 2012.

“Original Form” means the form of a document at the later of the date of this Agreement and the date it was originally entered into as the same may have been amended or varied after the date of this Agreement without causing a Default.

“Original Lender” means a Lender listed in Schedule 1 (The Original Lenders) as having a Commitment.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making of the appropriate registrations, filings or notifications of the Security Documents as specifically contemplated by any legal opinion delivered pursuant to Clause 4.1 (Initial conditions precedent).

“Permitted Cairn Disposal” means a disposal of Cairn India Shares by TSMHL provided that TSMHL continues to hold at least the Minimum Cairn Shareholding up to and including the initial Utilisation Date.

“Permitted Hedging Transaction” means any Hedging Transaction entered into by a member of the Group in the ordinary course of trading to hedge its actual or projected exposures (including, without limitation, exchange rates, interest rates and commodity prices) arising in the ordinary course of operations and not for speculative purposes.

“Permitted Merger” means any Merger entered into or undertaken solely between members of the Group which are not Obligors, TSMHL or TSEHL (including, for the avoidance of doubt, the Sesa Sterlite Merger).

“Priority Subordinated Debt” means all indebtedness of TSMHL owed to the Bridge Borrower.

“Promoter” means Anil Kumar Agarwal an India national with passport number G3965804 as at the date of this Agreement or any member of his family and any investment holding company or trust directly or indirectly controlled by any of them.

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“Quasi Security” means a transaction or arrangement under which any member of the Group will:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c) enter into any title retention agreement;

(d) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts;

(e) enter into any third party escrow or custody arrangements, blocking instructions, powers of attorney for sale or any non-disposal arrangements having a similar effect; or

(f) enter into any other preferential arrangement having a similar effect or characteristics,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising or assuring the payment or repayment of Financial Indebtedness or of financing the acquisition of an asset.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two London Business Days before the first day of that period unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations for that currency and period would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 of India.

“Reference Banks” means, in relation to LIBOR and Mandatory Cost, the principal London offices of The Royal Bank of Scotland plc and Standard Chartered Bank or such other banks as may be appointed by the Agent in consultation with the Company.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Date” has the meaning given to it in Clause 20 (Financial covenants).

“Relevant Debt” means any present or future indebtedness of the Company or any other Material Subsidiary in the form of, or represented by, bonds, notes, debentures loan stock or other securities which are for the time being, or are capable of being quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market having an original maturity of more than one year from its date of issue and denominated, payable or optionally payable in a currency other than Rupees or which are denominated in Rupees and more than 50 per cent. of the aggregate principal amount of which is initially distributed outside India by or with the authority of the Company and other than Excluded Indebtedness.

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“Relevant Period” has the meaning given to it in Clause 20 (Financial covenants).

“Relevant Timeline” in respect of in relation to or pursuant to the URS Scott Wilson Audit or a VSAP Audit means:

(a) an Agreed Timeline; or

(b) (if the Company (acting reasonably) has requested for an extension of the Agreed Timeline referred to in paragraph (a) above on the basis of any good or proper reason) such other extended Agreed Timeline determined by Majority Lenders.

“Repayment Dates” means the dates which are 24, 36 and 48 Months after the first Utilisation Date (provided that if any such date is not a Business Day, the relevant Repayment Date shall fall on the immediately preceding Business Day) and the Final Maturity Date.

“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), Clause 18.6 (Governing law and enforcement), paragraph (a) of Clause 18.9 (No default), Clause 18.12 (Pari passu ranking), Clause 18.13 (No proceedings pending or threatened), Clause 18.15 (Title), paragraphs (a), (b) and (once the Borrower Share Pledge has been executed) (d) of Clause 18.20 (Shares), Clause 18.23 (Sanctions) and Clause 18.24 (Anti-Terrorism Laws).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Required Proceeds” has the meaning given to it in Clause 7.3 (Mandatory prepayment).

“Restricted Party” means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or

(c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

“Rupees” or “INR” means the lawful currency of India.

“S&P” means Standard & Poor’s Ratings Group.

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(a) the US government;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom; or

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(e) the respective Governmental Agencies of any of the foregoing, including, without limitation, OFAC, the US Department of State and Her Majesty’s Treasury (“HMT”),

(together “the Sanctions Authorities”).

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Scott Wilson Report” means the report entitled “Vedanta Resources PLC and Lanjigarh Refinery: Independent Review of Sustainability Policies and Practices” dated November 2010 as subsequently updated from time to time.

“Screen Rate” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or, on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.

“Secured Debt” means any Facility Debt and Hedging Debt.

“Secured Debt Document” means a Finance Document or a Hedging Document.

“Secured Party” means the Account Bank, a Finance Party or a Hedging Bank.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means:

(a) the Account Charge; or

(b) the Borrower Share Pledge,

or any other document pursuant to which any Security or Quasi-Security for any of the Liabilities is granted or purported to be granted at any time.

“Security Provider” means any member of the Group (not being an Obligor) who grants or purports to grant Security pursuant to a Security Document or any guarantee for the repayment of any Secured Debt.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Sesa Goa” means Sesa Goa Limited, a company registered under the laws of India with its registered address at PO Box 125, Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa – 403001, India.

“Sesa Goa Successor Entity” means Sesa Goa or any successor entity as a result of the Sesa Sterlite Merger.

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“Sesa Sterlite Merger” means the merger of Sesa Goa and Sterlite Industries and the related Group consolidation as more particularly described in the circular sent to the shareholders of the Company dated 30 May 2012 to be consummated, after receipt of all necessary Authorisations, by court order pursuant to Sections 391-394 of the Indian Companies Act, 1956.

“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).

“Sterlite Industries” means Sterlite Industries India Ltd, a company incorporated under the laws of India whose registered office is at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin – 628002, Tamil Nadu, India.

“Subordinated Creditor” means the Original Subordinated Creditor and a member of the Group which has acceded to this Agreement as a Subordinated Creditor pursuant to Clause 25.4 (Accession of Subordinated Creditors).

“Subordinated Creditor Accession Letter” means a letter substantially in the form set out in Schedule 14 (Form of Subordinated Creditor Accession Letter).

“Subordinated Debt” means all present and future moneys, debts and liabilities due, owing or incurred from time to time by TSMHL or TSEHL to any Subordinated Creditor (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

“Subordinated Debt Document” means any contract evidencing any Subordinated Debt or pursuant to which Subordinated Debt has been raised or incurred.

“Subsidiary” means in relation to any company, corporation or other legal entity, a company, corporation or other legal entity:

(a) which is controlled, directly or indirectly, by the first mentioned company, corporation or legal entity (as the case may be);

(b) more than half the issued share capital or voting rights in respect of more than half the issued share capital of which is or are beneficially owned, directly or indirectly, by the first mentioned company, corporation or other legal entity (as the case may be); or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or other legal entity (as the case may be),

and for this purpose, a company, corporation or other legal entity shall be treated as being controlled by another if that other company, corporation or other legal entity is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Subsidiary Net Borrowings” has the meaning given to it in Clause 20 (Financial covenants).

“Successful Syndication” has the meaning given to it in the Mandate Letter.

“Syndication” means sub-underwriting or general syndication of the Facility.

“Syndication Agreement” means any agreement between, inter alia, the Obligors, certain of the Finance Parties and certain new Lenders pursuant to which certain of the Lenders may, inter alia, transfer a portion of their Commitments and/or their participations in the Loans to new Lenders on or prior to the Syndication Date.

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“Syndication Date” means the earlier of:

(a) the date (as determined by the Arranger and notified to the Company and the Agent) on which Successful Syndication has been achieved and the additional syndicate members have become bound by this Agreement; and

(b) the later of (i) 14 September 2013 and (ii) the date which is 90 days after the date on which the Information Memorandum is approved by the Company.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Third Parties Act” means the Contracts (Rights of Third Parties) Act 1999.

“Total Commitments” means being US$1,200,000,000 at the date of this Agreement. “Total Net Assets” has the meaning given to it in Clause 20 (Financial covenants).

“Total Net Borrowings” has the meaning given to it in Clause 20 (Financial covenants).

“Trading Day” means a day on which the stock exchange operated by BSE Limited and National Stock Exchange of India Limited are both open for business, but does not include a day when, in respect of Cairn India Shares, no last transaction price, closing bid or offer price is/are reported.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate (or, as applicable, the relevant Syndication Agreement); and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“TSEHL” means Twin Star Energy Holdings Ltd., a company incorporated under the laws of Mauritius with registration number C078309 C2/GBL.

“TSEHL Disposal” means the disposal by VRHL of 100 per cent. of the issued shares in TSEHL to Bloom Fountain Limited, a member of the Group incorporated in Mauritius, 100 per cent. of the share capital of which is directly owned by Sesa Goa, after receipt of all necessary Authorisations, by court order pursuant to Sections 391-394 of the Indian Companies Act, 1956.

“TSMHL” means Twin Star Mauritius Holdings Ltd., a company incorporated under the laws of Mauritius with registration number C097881 C1/GBL.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“URS Scott Wilson Audit” means a systematic documented and objective evaluation of the Company’s and the Group’s approach, policies, management systems and processes and management practices in relation to environmental, health and safety and social impacts and

25

risks and sustainable development by an E&S Consultant, including, without limitation, a review as to whether such approach, management systems and processes and management practices are in compliance with applicable International Standards.

“US” and “USA” means the United States of America.

“US Dollars”, “Dollars” and “US$” means the lawful currency of the USA.

“US Tax Obligor” means:

(a) an Obligor which is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date on which a Utilisation is made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

“Vedanta Aluminium” means Vedanta Aluminium Ltd, a company incorporated under the laws of India whose registered office is at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin – 628002, Tamil Nadu, India.

“VRHL” means Vedanta Resources Holdings Limited, a company registered under the laws of England and Wales with registered number 04761147.

“VSAP Audit” means a systematic documented and objective evaluation of the Company’s Sustainability Assurance Programme conducted by an E&S Consultant.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “Account Bank”, the “Agent”, the “Arranger”, the “Borrower”, the “Company”, any “Finance Party”, any “Hedging Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) “assets” includes present and future properties, revenues and rights of every description;

(iii) a “contract” includes any agreement, deed or other arrangement of any kind whatsoever (whether or not entered into or evidenced in writing);

(iv) a “Secured Debt Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under a Finance Document or other agreement or instrument and also includes any waiver or consent granted in respect of any term of any Finance Document or other agreement or instrument;

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(v) a “guarantee” also includes an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and “guaranteed” and “guarantor” shall be construed accordingly);

(vi) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, Joint Venture, consortium or partnership (whether or not having separate legal personality);

(viii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, only if compliance within the same is in accordance with the general practice of persons to whom the regulation is intended to apply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix) “set-off” includes combining accounts and payment netting;

(x) “shares” or “share capital” includes equivalent ownership interests and “shareholder” and similar expressions shall be construed accordingly;

(xi) a provision of law is a reference to that provision as amended or re-enacted; and

(xii) a time of day is a reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

1.3 Third Party Rights

(a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced and enjoyed only by a Party to it and the operation of the Third Parties Act is excluded.

(b) Notwithstanding any provision of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to vary, rescind or terminate that Finance Document.

1.4 RBS

Notwithstanding the definition of Affiliate in Clause 1.1 (Definitions) above, in relation to The Royal Bank of Scotland Plc, the term “Affiliate” shall not include (i) the UK government or any Governmental Agency thereof (including, without limitation, Her Majesty’s Treasury and UK Financial Investments Limited (or any director, officer, employee or entity thereof)) or (ii) any

27

person or entity controlled by or under common control with the UK government or any Governmental Agency thereof (including, without limitation, Her Majesty’s Treasury and UK Financial Investments Limited) and which are not, in any such case, part of The Royal Bank of Scotland Group Plc and its subsidiaries and subsidiary undertakings.

1.5 Override

Prior to the accession of TSMHL as Borrower in accordance with Clause 25.2 (Accession of TSMHL and TSEHL) and the funding of the initial Loan, all payment obligations expressed to be payment obligations of the Borrower in Clauses 11 (Fees) to 16 (Costs and expenses) (inclusive) and Clause 22.15 (Indemnity) shall be payment obligation of the Company.

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SECTION 2

THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement the Lenders make available to the Borrower a term loan facility in US Dollars in an aggregate amount equal to the Total Commitments.

2.2 Secured Parties’ rights and obligations

(a) The obligations of each Secured Party under the Secured Debt Documents are several. Failure by a Secured Party to perform its obligations under the Secured Debt Documents does not affect the obligations of any other Party under the Secured Documents. No Secured Party is responsible for the obligations of any other Secured Party under the Secured Debt Documents.

(b) The rights of each Secured Party under or in connection with the Secured Debt Documents are separate and independent rights and any debt arising under the Secured Debt Documents to a Secured Party from an Obligor shall be a separate and independent debt.

(c) A Secured Party may, except as otherwise stated in the Secured Debt Documents, separately enforce its rights under the Secured Debt Documents.

2.3 Obligors’ agent

(a) Each Obligor (other than the Company) irrevocably appoints the Company from time to time to act on its behalf as its agent in relation to the Secured Debt Documents and irrevocably authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by the Secured Debt Documents to the Secured Parties and to give and receive all notices, consents and instructions (including Utilisation Requests and Selection Notices), to agree, accept and execute on its behalf all documents in connection with the Secured Debt Documents (including amendments and variations of, and consents under, any Secured Debt Document) and to execute any new Secured Debt Document and to take such other action as may be necessary or desirable under, or in connection with, the Secured Debt Documents; and

(ii) each Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Secured Debt Documents to the Company.

(b) Each Obligor (other than the Company) confirms that:

(i) it will be bound by any action taken by the Company under, or in connection with, any Secured Debt Document; and

(ii) each Secured Party may rely on any action purported to be taken by the Company on behalf of any other Obligor.

2.4 Acts of the Company

(a) The respective liabilities of each of the Obligors under the Secured Debt Documents shall not be in any way affected by:

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(i) any actual or purported irregularity in any act done, or failure to act, by the Company;

(ii) the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any other Obligor; or

(iii) any actual or purported failure by, or inability of, the Company to inform any other Obligor of receipt by it of any notification under the Secured Debt Documents.

(b) In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

3. PURPOSE

3.1 Purpose

(a) The Borrower shall apply all amounts borrowed by it under the Facility towards:

(i) refinancing all amounts outstanding in respect of the Existing Facilities and (by way of repayment of the Priority Subordinated Debt) the B2B Facility and the BofA Facility;

(ii) (provided all amounts outstanding in respect of the Existing Facilities, the B2B Facility and the BofA Facility have been paid and repaid in full and all commitments to lend thereunder have been cancelled in full) for refinancing other Subordinated Debt of the Borrower (and once refinanced for application by the Company in discharge of other Financial Indebtedness owed or guaranteed by it); and

(iii) in or towards paying all fees, costs and expenses payable under the Finance Documents or otherwise in connection with that refinancing.

(b) No amount borrowed under the Facility shall be applied in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

No Lender shall be obliged to fund its participation in a Utilisation unless the Agent has received all of the documents and other evidence listed in and appearing to comply with the requirements of Part I of Schedule 2 (Conditions Precedent). The Agent shall notify the Company and the Lenders promptly upon receiving such documents and evidence.

4.2 Further conditions precedent

Without prejudice to Clause 4.1 (Initial conditions precedent) and Clause 4.4 (Certain Funds Loans), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on or before the date of the proposed Utilisation Date and, in respect of paragraphs (a) and (b) only, on the date of the Utilisation Request:

(a) no Default is continuing or would result from the proposed Loan;

(b) the Repeating Representations to be made by each Obligor are true in all material respects;

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(c) on or prior to the date of the Utilisation Request in respect of the first Loan, TSMHL, TSEHL and the Company have delivered an Accession Letter as contemplated by Clause 25.2 (Accession of TSMHL and TSEHL) and the Agent has given the confirmation contemplated to be given by it pursuant to paragraph (b) of that Clause 25.2;

(d) (in respect of the first Utilisation only) the Company has provided evidence (comprising, as appropriate, notices of prepayment and evidence of other available cash resources available to TSMHL for the purpose) satisfactory to the Majority Lenders that with effect on the first Utilisation Date after application of the proceeds of the proposed Loan:

(i) all indebtedness of the Borrower in respect of the Existing Facilities will have been paid and repaid in full and that all Common Security (as defined in the Intercreditor Agreement (as defined in the Existing Facilities Agreement)) (will thereby have been (or will be) released;

(ii) (by way of payment and repayment, to the extent necessary, of the Priority Subordinated Debt and, if required, use of other cash resources available to the Bridge Borrower) all indebtedness of the Bridge Borrower in respect of the B2B Facility (including, without limitation, in respect of any Rollover Loan (as defined in the B2B Facility Agreement)) will have been paid and repaid in full (and all commitments to lend thereunder will have been cancelled in full); and

(iii) (by way of payment and repayment to the extent necessary of Subordinated Debt and, if required use of other cash resources available to the Company and/or Valliant (Jersey) Limited) all indebtedness of Valliant (Jersey) Limited in respect of the BofA Facility will have been paid and repaid in full (and all commitments to lend thereunder will have been cancelled in full); and

(e) to the extent the proceeds of the requested Loan are specified in the relevant Utilisation Request as being intended to be applied in repayment or prepayment of any Financial Indebtedness owed or guaranteed by the Company (other than that referred to in paragraph (d) above) a copy of the related notices of prepayment (or otherwise evidence that such Financial Indebtedness is otherwise due and payable) on or about the proposed Utilisation Date for the relevant Loan in an aggregate principal amount at least equal to the amount of the proposed Loan so specified in the relevant Utilisation Request to be applied in that manner.

4.3 Maximum number of Loans

Neither the Borrower (nor the Company on its behalf) may deliver a Utilisation Request if as a result of the proposed Utilisation more than three Loans would have been made under the Facility.

4.4 Certain Funds Loans

(a) If a Utilisation Request has been validly delivered requesting a Certain Funds Loan consistent with Clause 5.2 (Completion of Utilisation Request) then, provided that the conditions in Clause 4.2 (Further conditions precedent) were satisfied as at the date of the relevant Utilisation Request, between delivery of the Utilisation Request and the making of that Loan (the “Certain

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Funds Period”), unless a Certain Funds Default is continuing or would result from the proposed Certain Funds Loan, neither the Agent nor any of the Lenders shall:

(i) invoke any condition set out in paragraph (a) or (b) of Clause 4.2 (Further conditions precedent) applicable as at the proposed Utilisation Date as a ground for refusing to make any Certain Funds Loan to the extent of its Available Commitment in respect of the Facility;

(ii) exercise any right, power or discretion to terminate or cancel the obligation to make any Certain Funds Loan;

(iii) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Certain Funds Loan;

(iv) take any step under Clause 23.20 (Acceleration) in respect of any Certain Funds Loan or that part of the Commitments which may be used by way of the Certain Funds Loan; or

(v) exercise any right of set-off or counterclaim in respect of the Certain Funds Loan.

However, at all other times all those rights, remedies and entitlements shall be available even though they have not been exercised or available during a Certain Funds Period and nothing in this Clause 4.4 shall restrict the exercise of any right, power, discretion or remedy of the Finance Parties where any of the conditions in Clause 4.2 (Further conditions precedent) were not satisfied as at the date of the Utilisation Request (whether or not any Finance Party was aware of the same on that date).

(b) Without prejudice to the last sentence of paragraph (a) above, paragraph (a) does not apply:

(i) if a Change of Control exists or has occurred;

(ii) if it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation; or

(iii) if any of the conditions set out in paragraph (c), (d) or (e) of Clause 4.2 (Further conditions precedent), Clause 5.2 (Completion of the Utilisation Request) or Clause 5.3 (Currency and amount) are not met.

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of the Utilisation Request

The Borrower (or the Company on its behalf) may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of the Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day falling within the Availability Period and is not later than 15 Business Days after the date the Utilisation Request is delivered to the Agent;

(ii) the currency and amount of the Utilisation complies with Clause 5.3 (Currency and amount);

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods);

(iv) it requires that the proceeds of the Loans should be paid to the extent necessary to satisfy the condition in paragraph (d) of Clause 4.2 (Further conditions precedent) to the relevant account of the Agent (as defined in the Existing Facilities Agreement), the Agent (as defined in the B2B Facility Agreement) and, as applicable, the Agent (as defined in the BofA Facility Agreement);

(v) whether or not the requested Loan is a Certain Funds Loans and, if specified to be a Certain Funds Loans, the reason why it is a Certain Funds Loan; and

(vi) (if relevant) whether (and, if so, providing details of the relevant Financial Indebtedness and of the extent to which) the proceeds of the Loan are to be applied in repayment or prepayment of any Financial Indebtedness owed or guaranteed by the Company as contemplated in paragraph (e) of Clause 4.2 (Further conditions precedent).

(b) Only one Loan may be requested in a Utilisation Request.

5.3 Currency and amount

(a) The currency specified in the Utilisation Request must be Dollars.

(b) The amount of the proposed Loan must be:

(i) a minimum of US$25,000,000 or a higher integral multiple of US$5,000,000 or, if less, the Available Facility; and

(ii) in any event such that it is less than or equal to the Available Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loans available by the Utilisation Date through its Facility Office.

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(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Commitment to the Total Commitments immediately prior to making the Loan.

(c) The Agent shall notify each Lender of the amount of its participation in each Loan by the Specified Time.

5.5 Cancellation of Commitment

The Total Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. REPAYMENT

(a) The Loans outstanding at the end of the Availability Period shall be repaid in four equal annual instalments. One instalment shall fall due on each Repayment Date.

(b) If on the Final Maturity Date any Loan remains outstanding, the Borrower shall repay it on that date.

(c) The Borrower may not reborrow any part of the Facility which is repaid.

7. PREPAYMENT AND CANCELLATION

7.1 Illegality

If it is or becomes unlawful in any applicable jurisdiction for a Lender to (or it is or becomes unlawful in any applicable jurisdiction for any Affiliate of a Lender for that Lender to) perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in a Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in that Loan on the last day of the Interest Period occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law or regulation.

7.2 Change of Control

(a) If:

(i) the Promoter does not or ceases to own (directly or indirectly) at least 35 per cent. of the issued share capital having voting rights of the Company or otherwise does not or ceases to control the Company and/or any other person or group of persons acting in concert gains control of the Company;

(ii) the Company does not or ceases to hold (directly or indirectly) 100 per cent. of the issued capital of VRHL or otherwise does not or ceases to control VRHL;

(iii) (prior to the completion of the TSEHL Disposal) VRHL does not or ceases to hold (directly or indirectly) 100 per cent. of the issued capital of TSEHL or otherwise does not or ceases to control TSEHL;

(iv) on and from completion of the TSEHL Disposal, Sesa Goa (or any Sesa Goa Successor Entity) does not or ceases to hold (directly or indirectly) 100 per cent. of the issued capital of TSEHL or otherwise does not or ceases to control TSEHL; or

(v) TSEHL does not or ceases to own directly 100 per cent. of the issued share capital of TSMHL or otherwise does not or ceases to control TSMHL,

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(each such circumstance being a “Change of Control”) then:

(A) an Obligor shall promptly notify the Agent upon becoming aware of that event;

(B) a Lender shall not be obliged to fund a Utilisation; and

(C) if the Majority Lenders so require within 90 days (or such other period agreed between the Agent and the Company) of the notification pursuant to paragraph (A) above, the Agent shall, by notice to the Company, cancel the Total Commitments (whereupon they shall be immediately cancelled) and by not less than ten Business Days’ notice to the Company, declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon all such outstanding amounts will become due and payable on the expiry of such notice.

(b) For the purpose of paragraph (a) above:

(i) “control” of a person means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(B) give directions with respect to the operating and financial policies of that person, which the directors or other equivalent officers of that person are obliged to comply with; and

(ii) “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate through the acquisition by any of them, either directly or indirectly, of shares in the relevant company, to obtain or consolidate control of the relevant company.

7.3 Mandatory prepayment

(a) At any time following the first Utilisation Date but without prejudice to paragraph (b) of Clause 30.7 (Partial payments), the Borrower shall ensure that promptly upon receipt, all Required Proceeds (or an equivalent amount) are credited to the Collection Account for application in accordance with this Clause 7.3.

(b) In this Clause 7.3:

(i) “Application Date” means any date on which, consistent with paragraph (c) below, funds standing to the credit of the Collection Account are to be applied in accordance with that paragraph;

(ii) “Redemption” means, in respect of a share, the redemption, buy-back, repurchase, repayment and cancellation of that share;

(iii) “Required Proceeds” means any and all amounts received by the Borrower in cash on account of:

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(A) any other sale, transfer or other disposal of any Cairn India Share (other than a Permitted Cairn Disposal where, following that disposal, the Borrower holds at least the Minimum Cairn Shareholding);

(B) dividends distributed by Cairn India or any other payment or distribution of any kind in respect of Cairn India Shares held by the Borrower (including by way of Redemption of those shares); or

(C) any loan or other Financial Indebtedness made or made available by Cairn India or any of its Subsidiaries to TSMHL;

(iv) “Reserve Amount” means, in respect of a given Application Date, an amount (as determined by the Agent acting reasonably) equal to the sum of:

(A) six Months’ interest on the Loans (calculated on the basis of the interest rate then applicable to the Loans (or, where the relevant Application Date is the last day of an Interest Period for the Loans, on the basis of the interest rate which will apply to the Loans for the Interest Period commencing on the Application Date)) (or, if a lesser period, interest (calculated on the same basis) until the Final Maturity Date); and

(B) all principal amounts of the Loans due and payable on a Repayment Date falling in the six Months following that Application Date,

and assuming, for this purpose:

(1) that all payments due under Clause 6 (Repayment) will be made when due; and

(2) that no other prepayment of the Loans will be made (save: (i) as may be required to be made under paragraph (c) below on that Application Date or (ii) as specified in any irrevocable notice previously delivered by the Company under paragraph (f) below where the specified prepayment is to be applied in prepayment of the Loans during the six Month period for which the interest calculation is being effected); and

(v) “Vedanta Debt Service Amount” means, in respect of any receipt of Required Proceeds and a given Application Date, an amount equal to those Required Proceeds less all amounts applied or reserved on that Application Date (but, for the avoidance of doubt, not on any other date) pursuant to sub-paragraphs (c)(i) to (c)(iii) of Clause 7.3 (Mandatory prepayment), but with the resultant sum capped at US$120,000,000 in respect of any single Application Date and US$240,000,000 in any 12 Month period.

(c) Without prejudice to paragraph (b) of Clause 30.7 (Partial payments), on the last day of the first Interest Period to end at least five Business Days after receipt of any amount into the Collection Account, the Borrower shall ensure that the balance of the Collection Account is applied on that last day in the following order of priority:

(i) first, in or towards payment pro rata of any unpaid fees, reasonable costs and expenses of the Agent, the Account Bank or the Arranger under the Finance Documents;

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(ii) second, in or towards payment pro rata of any accrued interest, fee or commission due and payable to a Finance Party but unpaid under this Agreement;

(iii) third, in creation of a reserve within the Collection Account (or, as applicable, further funding that reserve so as to create a reserve within the Collection Account) in a maximum amount equal to the relevant Reserve Amount; and

(iv) fourth, after taking into account the reserve referred to in sub-paragraph (iii) above if and to the extent that any Required Proceeds have been received into the Collection Account since the most recent Application Date (or, in respect of the first Application Date, since the first Utilisation Date) and where the relevant Application Date occurs before the first Additional Debt Incurrence Date, in payment of an amount not exceeding the relevant Vedanta Debt Service Amount, by transfer to the Distribution Account, provided that no such amount shall be transferred if a Default is continuing on the relevant Application Date;

(v) fifth, provided that the amount to be so applied is at least US$10,000,000 (or, if less, the principal amount outstanding of the Loans) in or towards prepayment and permanent reduction of the Loans on a pro rata basis.

The Borrower (or the Company on its behalf) shall give the Agent at least five Business Days prior notice of any prepayment to be effected in accordance with this paragraph (c) together with supporting calculations (in reasonable detail) evidencing the application of funds as required by this paragraph.

(d) Any amount applied in prepayment of the Loans pursuant to this Clause 7.3 shall be applied against the instalments due under Clause 6 in chronological order of maturity.

(e) Monies standing to the credit of the Collection Account (whether or not nominally credited to a reserve pursuant to paragraph (c)(iii) above) may, at any time, be applied in or towards payment or repayment of any part of the Facility Debt in the nature of the amounts referred to in paragraph (c)(i) or (ii) above or otherwise due and payable under any of Clause 6 (Repayment), Clause 7.2 (Change of Control), this Clause 7.3, Clause 7.5 (Voluntary prepayment) or Clause 23.20 (Acceleration) (including, as applicable, any Break Costs attributable thereto).

7.4 Voluntary cancellation

The Company may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000 and, if higher, in higher integral multiples of US$10,000,000) of the Available Facility.

7.5 Voluntary prepayment

(a) The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the Loans (including, where relevant, by application of funds standing to the credit of the Collection Account consistent with paragraph (e) of Clause 7.3 (Mandatory prepayment)) in whole or part (but, if in part, being an amount that reduces the Loans by a minimum aggregate amount of US$10,000,000 and, if higher, in higher integral multiples of US$10,000,000).

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(b) Any amount applied in prepayment of the Loans pursuant to this Clause 7.3 shall be applied against the instalments due under Clause 6 in chronological order of maturity or in such other order as the Company may specify in its notice under paragraph (a) above.

7.6 Right of replacement or repayment and cancellation in relation to a single Lender

(a) In this Clause 7.6:

(i) “Non-Consenting Lender” means any Lender which has refused or declined in writing to agree to a consent, waiver or amendment if:

(A) the Company, through the Agent, has requested a consent, waiver or amendment in relation to any Finance Document; and

(B) the Majority Lenders have agreed to that consent, waiver or amendment.

(b) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up);

(ii) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);

(iii) any Lender becomes a Non-Consenting Lender; or

(iv) any FATCA Protected Lender notifies the Agent of a FATCA Event pursuant to Clause 7.7 (Mandatory repayment and cancellation of FATCA Protected Lenders),

the Company may, if the circumstance relates to a Lender and subject to paragraph (d), (e) and (f) below, whilst (in the case of paragraphs (b)(i) and (b)(ii)) the circumstance giving rise to the requirement, indemnification or FATCA Event continues:

(A) in the case of paragraphs (i), (ii) and (iv), give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans; or

(B) in the case of paragraphs (i), (ii), (iii) and (iv), give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(c) On receipt of a notice referred to in paragraph (b)(i) or (ii) above, the Commitment of that Lender shall immediately be reduced to zero.

(d) Without prejudice to Clause 7.7 (Mandatory repayment and cancellation of FATCA Protected Lenders) on the last day of each Interest Period which ends after the Company has given notice under paragraph (b)(A) above of an intention to repay a Lender (or, if earlier, the date specified by the Company in that notice), the Borrower shall repay that Lender’s participation in the Loans.

(e) The Company may, in the circumstances set out in paragraph (b)(B) above, on ten Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in

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accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, fees and other amounts payable in relation thereto under the Finance Documents.

(f) The replacement of a Lender pursuant to paragraph (e) above shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) any replacement of a Non-Consenting Lender must take place no later than 90 days after the earlier of (A) the date the Non-Consenting Lender notified the Agent of its refusal to agree to the relevant consent, waiver or amendment and (B) the deadline for responses to the relevant consent, waiver or amendment (being not less than 20 Business Days after the Agent sent the related request to the Lenders);

(iv) any replacement of a FATCA Protected Lender must take place no later than the date one month before the relevant FATCA Application Date; and

(v) in no event shall the Lender replaced under paragraph (e) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

7.7 Mandatory repayment and cancellation of FATCA Protected Lenders

(a) If on the date falling six months before the earliest FATCA Application Date for any payment by a Party to a FATCA Protected Lender (or to the Agent or Security Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent or Security Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”);

(i) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date;

(ii) if, on the date falling one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender) (other than by reason of that Lender’s failure to comply with its obligations pursuant to paragraph (e) of Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender)):

(A) that Lender may, at any time between one month and two weeks before such FATCA Application Date, notify the Agent;

(B) upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(C) the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for the Loans occurring after the Agent has notified the

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Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

7.8 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 20 Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c) The Agent shall, as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

7.9 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

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SECTION 5

COSTS OF UTILISATION

8. INTEREST

8.1 Calculation of interest

The rate of interest on each Loan for each Interest Period (or any part thereof) is the percentage rate per annum which is the aggregate of the:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost, if any.

8.2 Payment of interest

The Borrower shall pay accrued interest on the Loans on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

8.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of 1.0 per cent. and the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the sum of 1.0 per cent and the rate which would have applied if the Unpaid Sum had not become due.

(c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Company of the determination of a rate of interest under this Agreement.

8.5 Hedging Bank Provisions

The provisions of Schedule 11 (Hedging Bank Provisions) shall bind each Party.

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9. INTEREST PERIODS

9.1 Selection of Interest Periods

(a) The Borrower (or the Company on its behalf) may select an Interest Period for a Loan in a Utilisation Request or (if the Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent not later than the Specified Time.

(c) If the Borrower (or the Company on its behalf) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

(d) Subject to this Clause 9, the Borrower (or the Company on its behalf) may select an Interest Period of one, three or six Months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

(e) Prior to the Syndication Date, each Interest Period shall be one Month (or such shorter duration as may be desirable to ensure that the Interest Period ends on a date on which rights and obligations under this Agreement are to be novated to persons becoming Parties as a result of Syndication).

(f) An Interest Period for a Loan shall not extend beyond the next occurring Repayment Date.

(g) Each Interest Period for a Loan shall start on its Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(h) The first Interest Period for the second or any subsequent Loan made under the Facility (each a “Subsequent Loan”) shall end on the last day of the Interest Period then current (or commencing) for each other Loan which is outstanding under the Facility when that Subsequent Loan is made.

9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9.3 Consolidation of Loans

If two or more Interest Periods:

(a) relate to Loans; and

(b) end on the same date,

those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

10. CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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10.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender’s participation in that Loan.

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon (London time) on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for Dollars for the relevant Interest Period;

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the London interbank market would be in excess of LIBOR; or

(iii) the Utilisation Request for a Loan being provided after 9:00 a.m. (London time) on the date that would otherwise have been the Quotation Day for the first Interest Period for that Loan.

10.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(c) For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the 30 day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

10.4 Break Costs

(a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

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11. FEES

11.1 Arrangement fee

The Borrower shall pay to the Agent (for the account of each Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.2 Agency/Security Agency fee

The Borrower shall pay to the Agent and the Security Agent (for their own account) a fee in the amount and at the times agreed in a Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12. TAX GROSS-UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed, for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by any Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it under or in connection with a Finance Document free and clear of and without any Tax Deduction, unless that Obligor is required by law or regulation to make a Tax Deduction, in which case the sum payable by that Obligor shall be increased to the extent necessary to ensure that the Finance Party concerned receives a sum, net of any Tax Deduction, equal to the sum which it would have received if no Tax Deduction had been required.

(b) Each Obligor shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company.

(c) If an Obligor is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed (including extensions) and in the minimum amount required by law or regulation.

(d) Within thirty days of an Obligor making either a Tax Deduction or any payment required in connection with that Tax Deduction, that Obligor shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) evidencing to the reasonable satisfaction of that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

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12.3 Tax indemnity

(a) Without prejudice to Clause 12.2 (Tax gross-up), the Borrower shall (within three Business Days of demand by the Agent, which demand shall not be made earlier than five Business Days prior to the date such loss, liability or cost will be suffered by such Protected Party) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been suffered for or on account of Tax by that Protected Party in relation to a sum received or receivable under a Finance Document (whether or not actually received or receivable).

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income actually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party;

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

(iii) to the extent the loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit (including, to the extent relevant to that Finance Party, on an affiliated group basis),

the Finance Party shall pay an amount to that Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by that Obligor.

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12.5 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (but, for the avoidance of doubt, not including any cost, loss or liability in relation to any such Taxes payable in connection with any assignment, novation or other transfer by any Finance Party of its rights and/or obligations under any Finance Document unless an Event of Default is continuing at the time of such assignment, novation or other transfer).

12.6 Indirect Tax

(a) All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for Indirect Tax purposes shall be deemed to be exclusive of any Indirect Tax which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is chargeable on any supply made by any Finance Party to any Party under a Finance Document and the Finance Party is required to account for the Indirect Tax, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax (and such Finance Party shall promptly provide an appropriate Indirect Tax invoice to such Party).

(b) If Indirect Tax is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such Indirect Tax. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply.

(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by the Finance Party in respect of the costs or expenses but only to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Indirect Tax.

(d) Any reference in this Clause 12.6 to any Party will, at any time when that Party is treated as a member of a group for Indirect Tax purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under any applicable grouping rules.

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party shall promptly provide such Finance Party with details of that Party’s Indirect Tax registration and such other information as is reasonably requested in connection with such Finance Party’s Indirect Tax reporting requirements in relation to such supply.

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12.7 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Agent and the other Finance Parties.

13. INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation made after the date of this Agreement; or (iii) the implementation or application of or compliance with Basel III.

(b) In this Agreement

“Basel III” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by that Finance Party or one of its Affiliates);

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

(a) Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied) or compensated for by Clause 12.5 (Stamp taxes) or Clause 12.6 (Indirect Tax); or

(iv) compensated for by the payment of the Mandatory Cost; or

(v) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(vi) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14. OTHER INDEMNITIES

14.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

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the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2 Other indemnities

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) any information produced or approved by or on behalf of an Obligor in connection with the Facility being or being alleged to be misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to an Obligor or with respect to the transactions contemplated or financed under the Finance Documents;

(d) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Secured Parties);

(e) the incurrence of any cost, loss or liability incurred by it on the transfer of its participation in any Loan pursuant to the terms of paragraph (e) of Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender), provided that the amount recovered under each claim pursuant to this paragraph (e) shall not exceed the amount of Break Costs that would have been incurred by that Finance Party had the relevant Loans been prepaid rather than transferred;

(f) funding, or making arrangements to fund, its participation in a Loan requested in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(g) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower or the Company; or

(h) any costs of the Agent incurred in commissioning an E&S review in accordance with the terms of Clause 21.15 (Environmental and social).

14.3 Indemnity to the Agent and the Security Agent

The Borrower shall promptly indemnify the Agent and the Security Agent against any cost, loss or liability incurred by the Agent or the Security Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

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(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(c) taking, holding, protecting or enforcing any Security created pursuant to any Finance Document; or

(d) exercising any of the rights, powers, discretions or remedies vested in it under any Finance Document or by law.

15. MITIGATION BY THE LENDERS

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent, the Security Agent, the Account Bank and the Arranger:

(a) the amount of all costs and expenses (excluding legal fees) up to a maximum amount as separately agreed; and

(b) the amount of legal fees up to a maximum amount as separately agreed,

reasonably incurred (and documented) by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

16.2 Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse the Agent, the Account Bank or the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent, the Account Bank or the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement.

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16.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Secured Document.

16.4 Security Agent expenses

The Borrower shall promptly on demand pay the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the administration or release of any Security created pursuant to any Security Document.

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SECTION 7

GUARANTEE

17. GUARANTEE AND INDEMNITY

17.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Secured Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

(b) undertakes with each Secured Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Secured Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation or otherwise, without limitation, then the liability of each Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4 Waiver of defences

The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Secured Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any other person;

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(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(g) any insolvency or similar proceedings; or

(h) this Agreement or any other Finance Document not being executed by or binding upon any other person.

17.5 Guarantor intent

Without prejudice to the generality of Clause 17.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.7 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against

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those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of its liability under this Clause 17.

17.8 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor shall exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Secured Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 30 (Payment mechanics).

17.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18. REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 18 to each Finance Party on the date of this Agreement.

18.1 Status

(a) It and each of the Key Subsidiaries is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation and each Obligor is a limited liability company.

(b) It and each of the Key Subsidiaries has the power to own its assets and carry on its business in all material respects as it is being conducted.

(c) Neither TSMHL or TSEHL is a FATCA FFI or a US Tax Obligor.

18.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable, subject to:

(a) the Legal Reservations;

(b) any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation); and

(c) in the case of any Security Document, the requirements specified at the end of Clause 18.5 (Validity and admissibility in evidence).

18.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it in any material respect;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon:

(i) it or any of its Subsidiaries; or

(ii) any of its or any of its Subsidiaries’ assets,

to an extent which has or could reasonably be expected to have a Material Adverse Effect,

nor (except as provided in any Security Document) result in the existence of, or oblige it or any of its Subsidiaries to create, any Security over any of its or any of its Subsidiaries’ assets.

18.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

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18.5 Validity and admissibility in evidence

All Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party and the transactions contemplated by the Finance Documents;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create the Security to be created by it pursuant to any Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect save for the making of the appropriate registrations of the Security Documents with the Companies Registration Office or equivalent authority in the jurisdiction of incorporation of the relevant Obligor and other applicable registration requirements and other applicable Perfection Requirements.

18.6 Governing law and enforcement

(a) Subject to the matters described in the Legal Reservations, the choice of law specified in each Finance Document as the governing law of that Finance Document will be recognised and enforced in its jurisdiction of incorporation.

(b) Subject to the matters described in the Legal Reservations, any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation and in relation to a Finance Document governed by a law other than English law, in the jurisdiction of the governing law of that Finance Document.

18.7 No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in those jurisdictions or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents save in each case for the making of the appropriate registrations of the Security Documents with the Companies Registration Office or equivalent authority in the jurisdiction of incorporation of the relevant Obligor.

18.8 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to any Lender (save that guarantee payments made by the Company may be subject to deduction for or on account of UK Tax).

18.9 No default

(a) No Event of Default is continuing or has or could reasonably be expected to result from the making of any Utilisation or the entry into, performance of, or any transaction contemplated by, any Finance Document.

(b) No other event or circumstance is outstanding which constitutes (or which would, with the lapse of time, the giving of notice, the making of any determination under the relevant document or any combination of the foregoing, constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to

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which its (or any of its Subsidiaries’) assets are subject which has or could reasonably be expected to have a Material Adverse Effect.

18.10 No misleading information

(a) Any written material factual information provided by or on behalf of any Obligor for the purposes of the Information Memorandum or otherwise provided in connection with the Facility was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections contained in the Information Memorandum or otherwise provided in connection with the Facility have been prepared on the basis of recent historical information and on the basis of reasonable assumptions at the time of such preparation.

(c) Any written expressions of opinion or intention provided by or on behalf of any Obligor in connection with any Finance Document, including any expressions of opinion or intention in the Information Memorandum, were made after due and careful consideration and (at the time given) based on reasonable grounds.

(d) Save for matters disclosed in writing to the Agent, nothing has occurred or been omitted from the Information Memorandum and no information has been given or withheld that results in:

(i) the factual information relating to the Group contained in the Information Memorandum being untrue or misleading in any material respect;

(ii) any financial projection or expression of opinion or intention in the Information Memorandum being untrue or misleading in any material respect; or

(iii) any assumption or ground on which any financial projection or expression of opinion or intention in the Information Memorandum is based being unreasonable.

18.11 Financial statements

(a) Its Original Financial Statements (if any) were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements (if any) give a true and fair view of its consolidated financial condition and operations as at the end of and for the relevant financial year and of the profit of the Group for that year.

(c) There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) since 31 March 2012.

18.12 Pari passu ranking

(a) Subject to the requirements specified at the end of Clause 18.5 (Validity and admissibility in evidence) each Security Document creates (or, once entered into, will create) in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

(b) Without limiting paragraph (a) above, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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18.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which has had or could reasonably be expected to have a Material Adverse Effect (having regard to the likelihood of adverse determination) have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

18.14 Compliance with applicable laws

Each member of the Group is in compliance in all respects with all laws, statutes, rules, regulations and orders binding on or applicable to it where failure to do so has had or could reasonably be expected to have a Material Adverse Effect.

18.15 Title

(a) It and each of its Subsidiaries has good and marketable title to all material assets necessary for the conduct of its business as it is being conducted and is proposed to be conducted save where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) It has good and marketable title to the assets over which it purports to create Security pursuant to any Security Document, free from all Security except the Security created pursuant to, or permitted by, the Finance Documents.

18.16 Environmental laws and licences

(a) Each member of the Group is in compliance with Clause 21.13 (Environmental undertakings) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or could reasonably be expected to have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or could reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

18.17 Environmental releases

No:

(a) property currently occupied or owned by it or any of its Subsidiaries (including any offsite waste management or disposal location operated or owned by it or any of its Subsidiaries) is contaminated with any Hazardous Substance; and

(b) discharge, release, leaching, migration or escape of any Hazardous Substance into the Environment in violation of any Environmental Law or Environmental Licence is occurring on, onto, under or from that property,

in each case in circumstances where this has had or could reasonably be expected to have a Material Adverse Effect.

18.18 Group Structure

The Group Structure Chart shows each member of the Group and the percentage of the issued share capital held, whether legally or beneficially, by each member of the Group in each other member of the Group, in each case as at the date of this Agreement.

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18.19 TSMHL

(a) Other than as expressly permitted in the Existing Facilities Agreement, TSMHL:

(i) has not traded or carried on any business; and

(ii) does not have any material liability (actual or contingent, present or future),

other than:

(A) as contemplated by or in connection with the Finance Documents and liabilities under any agreement for disposal of any Cairn India Shares permitted by the terms of this Agreement;

(B) liabilities for Subordinated Debt;

(C) holding cash in bank accounts and liabilities under the associated account terms; and

(D) professional fees, administrative costs and Tax liabilities in the ordinary course of business as a holding company.

(b) Other than as expressly permitted in the Existing Facilities Agreement, TSMHL owns no assets other than:

(i) rights under the Finance Documents, each Subordinated Debt Document or any rights under any agreement for disposal of any Cairn India Shares permitted by the terms of this Agreement;

(ii) rights in relation to bank accounts (including rights in cash held in any bank account and the associated account terms) permitted to be held by the Borrower under this Agreement and the Intercreditor Agreement; and

(iii) Cairn India Shares.

(c) TSMHL is the legal and beneficial owner of 38.69% of all Cairn India Shares as at the date of this Agreement and at all times on or prior to the first Utilisation Date shall be the legal and beneficial owner of not less than the Minimum Cairn Shareholding.

18.20 Shares

(a) Both:

(i) the shares in TSMHL owned by TSEHL; and

(ii) any shares in the issued capital of Cairn India owned by TSMHL,

are issued, fully paid and freely transferable and constitute shares in the capital of limited companies, and there are no moneys or liabilities outstanding or payable in respect of any such share.

(b) No person has or is entitled to any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire:

(i) any share capital of TSMHL (other than TSEHL); or

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(ii) any shares in the issued capital of Cairn India owned by TSMHL other than pursuant to the terms of any Permitted Cairn Disposal.

(c) There are no agreements in force or corporate resolutions passed which require or might require the present or future issue or allotment of any share capital of TSMHL (other than to TSEHL), TSEHL (other than to VRHL), VRHL (other than to the Company) (other than in a manner which would not cause a Change of Control).

(d) The shares of TSMHL subject to the Borrower Share Pledge constitute all the share capital of TSMHL.

(e) The constitutional documents of TSMHL do not contain any provision which could restrict or inhibit any transfer of any shares of TSMHL on creation or enforcement of the Borrower Share Pledge, or such provisions have been irrevocably and validly consented to or waived in respect of any transfer made as part of the enforcement of the rights of the Secured Parties pursuant to the Security Documents.

18.21 Taxation

(a) It and each of its Subsidiaries has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

(i) payment is being contested in good faith;

(ii) it has maintained adequate reserves in accordance with GAAP for those Taxes;

(iii) payment can be lawfully withheld; and

(iv) non-payment has not and could not reasonably be expected to have a Material Adverse Effect.

(b) It is not materially overdue in the filing of any Tax returns.

(c) No claims or investigations are being, or are reasonably likely to be, asserted against it with respect to Taxes, which might reasonably be expected to have a Material Adverse Effect

18.22 Labour disputes

No labour disputes which could reasonably be expected to have a Material Adverse Effect have been started or threatened against it, or any member of the Group.

18.23 Sanctions

Neither it, nor any of its Subsidiaries or Joint Ventures, nor any of their respective directors, officers nor to the knowledge of the Obligor, any employees, or any persons acting on any of their behalf (with any of their express authority) is a Restricted Party.

18.24 Anti-Terrorism Laws

(a) It has taken reasonable measures to ensure compliance with applicable Economic Sanctions Laws and Anti-Money Laundering Laws.

(b) It is not a Designated Person.

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(c) It will not use any part of the proceeds from any Loan on behalf of any Designated Person or otherwise use such proceeds in connection with any investment in, or any transactions or dealings with, any Designated Person.

18.25 US Governmental Regulation

It will not use any part of the proceeds from any Loan, directly or indirectly, for payments to any government official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the US Foreign Corrupt Practices Act of 1977 (15 USC. §§ 78dd-1 et seq.), assuming in all cases that such Act applies to it.

18.26 TSEHL

(a) Other than as expressly permitted in the Existing Facilities Agreement, TSEHL:

(i) has not traded or carried on any business; and

(ii) does not have any material liability (actual or contingent, present or future),

other than:

(A) as contemplated by or in connection with the Finance Documents;

(B) liabilities for Subordinated Debt;

(C) the making of loans to other members of the Group;

(D) holding cash, bank accounts and liquid investments; and

(E) professional fees, administrative costs and tax liabilities in the ordinary course of business as a holding company.

(b) Other than as expressly permitted in the Existing Facilities Agreement, TSEHL owns no assets other than:

(i) rights under the Finance Documents, each Subordinated Debt Document to which it is a party and any loan described in sub-paragraph (a)(C) above;

(ii) rights in bank accounts (including rights in any cash held in those accounts and in any other liquid investments made with balances standing to the credit of such accounts) and under the related account mandates; and

(iii) shares in TSMHL.

18.27 Times when representations made

(a) The representations and warranties set out in this Clause 18 are made by the Obligors on the date of this Agreement.

(b) The representations and warranties set out in Clauses 18.1 (Status) to 18.6 (Governing law and enforcement) (insofar as they relate to the person purporting to grant Security under a Security Document and that Security Document) and Clause 18.15 (Title) (insofar as it relates to the assets the subject of that Security) are deemed made by each person granting Security pursuant to a Security Document on the date of that Security Document and by each Obligor on the date

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of execution of the Accession Letter pursuant to Clause 25.2 (Accession of TSMHL and TSEHL), in each case by reference to the facts and circumstances then existing.

(c) The representations and warranties set out in paragraphs (d) and (e) of Clause 18.20 (Shares) are deemed made by TSEHL and TSMHL on the date of the Borrower Share Pledge.

(d) The representations and warranties set out in Clause 18.10 (No misleading information) are deemed to be made by each Obligor with respect to the Information Memorandum on the date that the Information Memorandum is approved by the Company, on each Transfer Date occurring on or prior to the Syndication Date and the date of each Syndication Agreement, in each case, by reference to the facts and circumstances then existing.

(e) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, the first day of each Interest Period by reference to the facts and circumstances then existing and, on each such date falling on or prior to the first Utilisation Date, the representations and warranties in Clauses 18.19 (TSMHL) and 18.23 (TSEHL) shall also be deemed to be so made by the Obligors.

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

The Company shall supply to the Agent (in electronic form or, if not in electronic form, then in sufficient copies for all the Lenders):

(a) as soon as the same become available, but in any event within 120 days after the end of each of its financial years, its audited consolidated financial statements, its unaudited unconsolidated financial statements and the audited non-consolidated and (if prepared) consolidated financial statements of TSMHL, TSEHL and each Material Subsidiary which is a trading company for that financial year; and

(b) as soon as the same become available, but in any event within 75 days after the end of the first half of each of its financial years:

(i) its semi-annual unaudited consolidated financial statements and its semi-annual unconsolidated financial statements;

(ii) the semi-annual unconsolidated and (if prepared) consolidated financial statements of each of TSMHL and TSEHL; and

(iii) the semi-annual unaudited non-consolidated and (if prepared) consolidated financial statements of each Material Subsidiary which is a trading company,

for that financial half year.

19.2 Compliance Certificates

(a) The Company shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 19.1 (Financial statements):

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(i) a copy of the annual audited or, as applicable, semi-annual interim report provided by the Company to the London Stock Exchange; and

(ii) a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial covenants) as at the date as at which those financial statements were drawn up and setting out the Material Subsidiaries and (in reasonable detail) computations for the determination of which members of the Group are Material Subsidiaries.

(b) The list of Material Subsidiaries in the Compliance Certificate supplied with the financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements) shall be certified by an independent chartered accountant and such certification shall, in the absence of manifest error, be conclusive and binding on the Finance Parties.

(c) Each Compliance Certificate shall be signed by the Company’s chief financial officer and a director/authorised signatory of the Company.

19.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b) The Company shall procure that each set of financial statements delivered pursuant to 19.1 (Financial statements) is prepared using relevant GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 20 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(c) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. To the extent practicable these amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations in this Agreement. If any

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amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

19.4 Information: miscellaneous

The Company shall (subject to any confidentiality obligations existing as at the date of this Agreement or arising under applicable law or regulation) supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group which:

(i) has or (having regard to the likelihood of adverse determination), could reasonably be expected to have a Material Adverse Effect; or

(ii) relates to compliance with Sanctions;

(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request;

(d) promptly following execution, a copy of any Subordinated Debt Document; and

(e) as soon as reasonably practicable following the date of this Agreement, and in any event within 30 Business Days, details of each encumbrance or restriction existing on the ability of any Obligor or Material Subsidiary to make payment of dividends or any other distribution with respect to share capital to, or on the repayment of loans to, the Company or any other Material Subsidiary.

19.5 Notification of default

(a) The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by its chief financial officer and an authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.6 Inspection of books and records

Each Obligor shall (and the Company shall ensure that each member of the Group will):

(a) keep books and records which accurately reflect in all material respects all of its business, affairs and transactions; and

(b) permit any Finance Party or any of its representatives, at reasonable times and intervals in each calendar year and in circumstances when any Finance Party acting reasonably believes that a Default has occurred or might reasonably be expected to occur, and upon reasonable notice, to visit any of its offices, to inspect any of its books and records and

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to discuss its financial matters with its officers and auditors. The reasonable costs and expenses of each such visit shall be borne by the Company.

19.7 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent, the Security Agent or any Lender (or, in the case of paragraph (iii) above, any prospective New Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent, the Security Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender), the Security Agent or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective New Lender) in order for the Agent, the Security Agent such Lender or, in the case of the event described in paragraph (iii) above, any prospective New Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by either of them (for itself) in order for it to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.8 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

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(b) If a Party confirms to another Party pursuant to paragraph (a)(i) of this Clause 19.8 that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:

(i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and

(ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100% (or such other percentage prescribed under FATCA from time to time),

until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

19.9 Adjustment Events

(a) Promptly following the occurrence of an Adjustment Event, the Company shall so notify the Agent, providing reasonable detail both of the relevant Adjustment Event and its proposed adjustment (if any) to the percentage of Cairn India Shares which is the then Minimum Cairn Shareholding.

(b) If within 15 Business Days of receipt of the Company’s notice under paragraph (a), the Majority Lenders have either consented to the adjustment (if any) proposed by the Company or have not objected to the same, then the adjustment (if any) proposed by the Company shall (if the Majority Lenders have consented to the same) take effect on receipt of that consent or, in the absence of the Majority Lenders objecting to that proposal within that 15 Business Day period, at the end of that 15 Business Day period.

(c) If the Majority Lenders object to the Company’s proposal within that 15 Business Day period then the Company shall appoint an independent investment bank of international repute selected by the Company (at the expense of the Company) to determine the appropriate adjustment to the percentage of Cairn India Shares which is the then Minimum Cairn Shareholding to take into account the relevant Adjustment Event and the decision of the investment bank so appointed (made in the context of the purpose for which that percentage is used in this Agreement and after taking into account the written submissions (if any) of both the Company and the Lenders) shall be binding on the Parties.

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20. FINANCIAL COVENANTS

20.1 Financial condition

The Company shall ensure that on and from the Relevant Period ending 30 September 2013:

(a) the ratio of Total Net Borrowings as at a Relevant Date to EBITDA for the Relevant Period ending on that date does not exceed 2.75 to 1.00 provided that upon the purchase by the Company or any of its Subsidiaries of equity interests constituting not less than 20% of the issued share capital in Hindustan Zinc. from the Government of India and solely for the purposes of each Relevant Period ending during the 18 month period commencing from the date of such purchase, the ratio of Total Net Borrowings as at a Relevant Date to EBITDA for the Relevant Period ending on that date does not exceed 3.25 to 1.00;

(b) the ratio of Subsidiary Net Borrowings as at a Relevant Date to EBITDA for the Relevant Period ending on that date does not exceed 2.25 to 1.00;

(c) the ratio of EBITDA to Net Interest Expense for any Relevant Period will not be less than 4.00 to 1.00;

(d) the ratio of Total Net Assets as at a Relevant Date to Borrowings as at that Relevant Date will not be less than 1.75 to 1.00; and

20.2 Financial covenant calculations

(a) Borrowings, Company Net Borrowings, Current Assets, Current Liabilities, EBITDA, Net Current Assets, Net Fixed Assets, Net Interest Expense, Subsidiary Net Borrowings, Total Net Assets and Total Net Borrowings shall be calculated:

(i) and interpreted on a consolidated basis or a non consolidated basis, as the case may be, in accordance with the GAAP applicable to the Original Financial Statements and shall be expressed in US Dollars. For the avoidance of doubt, Subsidiary Net Borrowings shall be calculated and interpreted on a consolidated basis as if the Company were not a member of the Group;

(ii) for each Relevant Date or Relevant Period which falls or ends (as the case may be) on a date which is, or is included in a period which is, less than 12 Months after any acquisition of shares of a company which becomes a member of the Group by reason of that acquisition, to include the consolidated financial results that company on that Relevant Date or for that Relevant Period as if that company had been a member of the Group for the whole of the Relevant Period ending on that Relevant Date; and

(iii) for each Relevant Date or Relevant Period which falls or ends (as the case may be) on a date which is, or is included in a period which is, less than 12 twelve Months after any company has ceased (whether by disposal or otherwise) to be a member of the Group, to exclude the consolidated financial results that company on that Relevant Date or for that Relevant Period as if that company had not been a member of the Group for any part of the Relevant Period ending on that Relevant Date.

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(b) Indebtedness (actual or contingent) owed by one member of the Group to another member of the Group shall not be taken into account in calculating compliance with the covenants set out in Clause 20.1 (Financial condition).

20.3 Definitions

In this Clause 20.3:

“Borrowings” means, with respect to the Group at any date, without double counting:

(a) all obligations for borrowed money, including, without limitation, any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(b) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;

(c) all obligations as lessee which are capitalised in accordance with GAAP;

(d) all non contingent obligations to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, except in respect of trade accounts payable arising in the ordinary course of business;

(e) all obligations in respect of any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(f) any receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(h) all obligations of a member of the Group in respect of shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject of a put option or other form of guarantee where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness;

(i) any obligation under any put option in respect of any shares or instruments convertible into shares or any form of guarantee or indemnity in respect of any put option where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above whether or not the principal debtor or obligor which benefits from such guarantee or indemnity is a member of the Group.

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements.

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“Cash” means any credit balance on any deposit, savings, current or other account held with a bank, and any cash in hand, which is:

(a) freely withdrawable on demand; and

(b) not subject to any Security or Quasi Security (other than pursuant to any Security Document or any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances).

“Cash Equivalent Investments” means:

(a) marketable securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by the Government of the US or any member state of the European Union which is rated at least (in each case) A-1 by Standard & Poor’s Ratings Group, P-1 by Moody’s Investors Service, Inc., P-1 by Credit Rating Information Services Limited (“CRISIL”) or A-1 by Investment Information and Credit Rating Agency of India Limited (“ICRA”);

(b) open market commercial paper or other debt securities issued by an issuer rated at least (in each case) A-1 by Standard & Poor’s Ratings Group or P-1 by Moody’s Investors Service, Inc., P-1 by CRISIL or A-1 by ICRA and with a maturity of less than 12 months;

(c) certificates of deposit or time deposits of any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above) and with a maturity of less than three months; and

(d) funds invested in any debt mutual fund which is established as a trust and has obtained a certificate of registration as a mutual fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996,

in each case not subject to any Security or Quasi Security (other than pursuant to any Security Document) or customary rights of set-off, netting and liens), denominated and payable in freely transferable and freely convertible currency and the proceeds of which are capable of being remitted to an account of the holder of such investment in its jurisdiction of incorporation.

“Company Net Borrowings” means, with respect to the Company, as at any particular time, without double counting:

(a) all obligations for borrowed money, including, without limitation, any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(b) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;

(c) all obligations as lessee which are capitalised in accordance with GAAP;

(d) all non contingent obligations to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, except in respect of trade accounts payable arising in the ordinary course of business;

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(e) all obligations in respect of any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(f) any receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(h) all obligations of the Company in respect of shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject of a put option or other form of guarantee;

(i) any obligation under any put option in respect of any shares or instruments convertible into shares or any form of guarantee or indemnity in respect of any put option where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above whether or not the principal debtor or obligor which benefits from such guarantee or indemnity is a member of the Group,

LESS all Cash and Cash Equivalent Investments of the Company and excluding all indebtedness described in paragraphs (a) to (i) above where the person to whom such indebtedness is owed by the Company is a member of the Group.

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited non consolidated balance sheet of the Company been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements.

“Current Assets” means, with respect to the Group as at any Relevant Date, without double counting:

(a) the aggregate of Cash and Cash Equivalent Investments of the Group;

(b) inventory, trade and other receivables of the Group including sundry debtors maturing within 12 months from the Relevant Date but excluding:

(i) receivables in relation to Tax;

(ii) extraordinary and exceptional items and other non-operating items; and

(iii) any accrued interest owing to any member of the Group,

as determined (except as needed to reflect the terms of this Clause 19.9) from the consolidated financial statements of the Company and Compliance Certificates delivered under Clause 19.1 (Financial statements) and Clause 19.2 (Compliance Certificates).

“Current Liabilities” means, with respect to the Group as at any Relevant Date, without double counting, all liabilities (including trade creditors, accruals, provisions and prepayments) of the Group falling due within 12 months from the Relevant Date but excluding:

(a) liabilities for Borrowings and Net Interest Expense of the Group;

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(b) liabilities for Tax;

(c) extraordinary and exceptional items and other non-operating items; and

(d) liabilities in relation to dividend declared but not paid by the Company,

as determined (except as needed to reflect the terms of this Clause 19.9) from the consolidated financial statements of the Company and Compliance Certificates delivered under Clause 19.1 (Financial statements) and Clause 19.2 (Compliance Certificates).

“EBITDA” means, in relation to any Relevant Period, the total consolidated operating profit of the Group for that Relevant Period:

(a) before taking into account:

(i) Interest Expense;

(ii) Tax;

(iii) any share of the profit of any associated company or undertaking, except for dividends received in cash by any member of the Group;

(iv) depreciation;

(v) amortisation expenses;

(vi) realised and unrealised foreign exchange losses;

(vii) extraordinary and exceptional items; and

(viii) any profit or loss arising on the sale of fixed assets; and

(b) to the extent not already taken into account, excluding the aggregate amount of interest receivable,

as determined (except as needed to reflect the terms of this Clause 19.9) from the consolidated financial statements of the Company and Compliance Certificates delivered under Clause 19.1 (Financial statements) and Clause 19.2 (Compliance Certificates).

“Interest Expense” means, in relation to any Relevant Period, the aggregate amount of interest and any other finance charges (whether or not paid, payable or capitalised) accrued by the Group in that Relevant Period in respect of Borrowings including:

(a) the interest element of leasing and hire purchase payments;

(b) commitment fees, commissions, arrangement fees and guarantee fees; and

(c) amounts in the nature of interest payable in respect of any shares other than equity share capital,

adjusted (but without double counting) by adding back the net amount payable (or deducting the net amount receivable) by members of the Group in respect of that Relevant Period under any interest or (so far as they relate to interest) currency hedging arrangements; and

as determined (except as needed to reflect the terms of this Clause 19.9) from the consolidated financial statements of the Company and Compliance Certificates delivered under Clause 19.1 (Financial statements) and Clause 19.2 (Compliance Certificates).

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“Interest Income” means, for any Relevant Period, the amount of interest income receivable in that Relevant Period to any member of the Group as determined from the Company’s consolidated financial statements excluding any net amount added back in respect of interest or currency hedging arrangements in the definition of “Interest Expense”.

“Net Current Assets” means, as at any Relevant Date, Current Assets as at that Relevant Date less Current Liabilities as at that Relevant Date.

“Net Fixed Assets” means, with respect to the Group as at any Relevant Date, the aggregate non-current assets of the Group adjusted by deducting any amount attributable to an upward revaluation of assets and excluding the intangible assets of the Group as determined (except as needed to reflect the terms of this Clause 19.9) from the consolidated financial statements of the Company and Compliance Certificates delivered under Clause 19.1 (Financial statements) and Clause 19.2 (Compliance Certificates).

“Net Interest Expense” in respect of a Relevant Period means Interest Expense in respect of that Relevant Period less any Interest Income in respect of that Relevant Period.

“Relevant Date” means the last day of each Relevant Period.

“Relevant Period” means:

(a) each financial year of the Company; and

(b) each period beginning on the first day of the second half of a financial year of the Company and ending on the last day of the first half of its next financial year.

“Subsidiary Net Borrowings” means, with respect to the companies in the Group (other than the Company) at any date, without double counting:

(a) all obligations for borrowed money, including, without limitation, any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(b) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;

(c) all obligations as lessee which are capitalised in accordance with GAAP;

(d) all non contingent obligations to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, except in respect of trade accounts payable arising in the ordinary course of business;

(e) all obligations in respect of any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(f) any receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(g) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

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(h) all obligations of a member of the Group in respect of shares which are expressed to be redeemable or any shares or instruments convertible into shares or any shares or other securities which are otherwise the subject of a put option or any form of guarantee;

(i) any obligation under any put option in respect of any shares or instruments convertible into shares or any form of guarantee or indemnity in respect of any put option where that put option or guarantee is granted or entered into primarily as a method of raising or assuring the payment or repayment of any Financial Indebtedness; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above whether or not the principal debtor or obligor which benefits from such guarantee or indemnity is a member of the Group,

LESS all Cash and Cash Equivalent Investments of the Group (other than the Company) and excluding all indebtedness described in paragraphs (a) to (i) above where the person to whom such indebtedness is owed by any member of the Group is the Company.

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements.

“Total Net Assets” means, as at any Relevant Date, the aggregate of Net Current Assets and Net Fixed Assets as at that Relevant Date.

“Total Net Borrowings” means, as at any Relevant Date, and without double counting, the aggregate of Company Net Borrowings and Subsidiary Net Borrowings at that Relevant Date.

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Authorisations

(a) Each Obligor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents to which it is party and to ensure the legality, validity, enforceability or admissibility in evidence in each such jurisdiction of any such Finance Document.

(b) Each Obligor shall promptly make the registrations specified in Clause 18.5 (Validity and admissibility in evidence) required to be made by it.

21.2 Compliance with laws

Each Obligor shall (and the Company shall ensure that each other member of the Group will) comply in all respects with all laws to which it may be subject, if failure so to comply could reasonably be expected to have a Material Adverse Effect.

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21.3 Negative pledge

(a) No Obligor shall (and the Company shall ensure that no Material Subsidiary will) create or permit to subsist any Security over any of its assets.

(b) No Obligor shall (and the Company shall ensure that no Material Subsidiary will) enter into or permit to subsist any Quasi-Security over any of its assets.

(c) Without prejudice to paragraph (c) of Clause 21.11 (No other business) and subject to paragraph (d) below, paragraphs (a) and (b) above do not apply to:

(i) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii) any payment or close out netting or set-off arrangement pursuant to any treasury transaction or foreign exchange transaction entered into by a member of the Group;

(iii) the Security or Quasi-Security created pursuant to any Security Document;

(iv) any Security or Quasi-Security granted in connection with the Existing Facilities Agreement and in effect as at the date of this Agreement;

(v) any Security or Quasi-Security granted in connection with the B2B Facility by the B2B Facility Borrower;

(vi) any lien arising by operation of law and in the ordinary course of trading;

(vii) any retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group and not as a result of any default or omission by any member of the Group;

(viii) any Quasi-Security (including but not limited to cashflow and escrow arrangements) arising in connection with payment and/or settlement mechanics employed in connection with a disposal which is permitted consistent with the terms of Clause 21.4 (Disposals) or an acquisition made consistent with the terms of Clause 21.5 (Acquisitions);

(ix) any Security or Quasi-Security created by any Material Subsidiary (other than TSMHL or TSEHL) securing indebtedness that is Excluded Indebtedness;

(x) any Security or Quasi-Security created by any Material Subsidiary (other than TSMHL or TSEHL) securing any indebtedness which is not Relevant Debt;

(xi) any Security or Quasi-Security created by any Material Subsidiary securing any indebtedness which is Relevant Debt, provided that at the same time or prior thereto, the Liabilities (A) are secured equally and rateably therewith to the satisfaction of the Majority Lenders or (B) have the benefit of such other Security or other arrangement as the Majority Lenders deem (in their reasonable discretion) to be no less beneficial to the Finance Parties than the relevant arrangements described in paragraph (A) above and the Security Agent has received such documents and evidence (including, but not limited to, legal opinions) as it reasonably requires in respect of such arrangements; or

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(xii) any Security or Quasi-Security created by any Material Subsidiary or created over the shares in a Material Subsidiary, to the extent that Material Subsidiary is not a Material Subsidiary as at the date of this Agreement but subsequently becomes a Material Subsidiary thereafter and such Security or Quasi-Security is not created in contemplation of (or in connection with any transaction or series of transactions that will result in) the relevant member of the Group becoming a Material Subsidiary.

However, the exceptions in sub-paragraphs (vi), (vii), (xi) and (xii) do not apply to any asset of TSEHL or TSMHL except to the extent that all Lenders agree otherwise.

(d) Without prejudice to the terms of paragraph (c) of Clause 21.11 (No other business) and notwithstanding paragraph (c) above but subject to paragraphs (e) and (f) below, the Company shall not (and it shall ensure that no other member of the Group will) create or permit to subsist any Security or Quasi-Security over:

(i) the shares owned by the Company or any other member of the Group in any Key Subsidiary other than any Security or Quasi-Security:

(A) over shares in TSMHL granted pursuant to a Security Document or otherwise permitted under paragraph (c)(iv) above; or

(B) over shares in a Material Subsidiary over which Security or Quasi-Security has been granted (consistent with the terms of this Agreement) as Security or Quasi-Security solely for the payment and repayment of Excluded Indebtedness borrowed by that Material Subsidiary;

(ii) any asset of TSMHL or any Charged Asset other than under the Security Documents or to the extent permitted under paragraph (c)(iv) above.

(e) Without prejudice to paragraph (c) of Clause 21.11 (No other business), the obligation of the Company not to (and to ensure that no other member of the Group will) create or permit to subsist any Security or Quasi-Security on the shares owned by any member of the Group in any Key Subsidiary under paragraph (d) above does not apply to Security or Quasi-Security created over shares (the “Acquired Shares”) in a Subsidiary or any of that Subsidiary’s (direct or indirect) Subsidiaries (in each case) acquired after the date of this Agreement by any member of the Group or any Subsidiary whose primary purpose is (and remains) to acquire any such Acquired Shares where such Security or Quasi-Security is given in relation to Financial Indebtedness, the primary purpose of which is to fund the acquisition (or to refinance such Financial Indebtedness) provided that this Financial Indebtedness so secured is not owed to another member of the Group and the Acquired Shares were not acquired from another member of the Group.

(f) The obligation on the Company not to (and to ensure that no other member of the Group will) create or permit to subsist any Security or Quasi-Security on the shares in Hindustan Zinc under paragraph (d) above does not apply to any shares in Hindustan Zinc which are not held by a member of the Group at the date of this Agreement but are subsequently acquired by a member of the Group.

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(g) The Parties understand and acknowledge that it is their unequivocal intention to co-operate and comply with every applicable law and regulation in respect of the transactions contemplated by the Finance Documents, including, without limitation, the Foreign Exchange Management Act 1999 of India. Accordingly, in order to be consistent with the aforesaid, it is hereby agreed (and the Company undertakes) that no Security, Quasi-Security, security interest, encumbrance or similar interest will be created or permitted to subsist over the assets of any member of the Group without prior Authorisation from any Governmental Agency of the Republic of India (including without limitation, the RBI) where such Authorisation may be required. For the avoidance of doubt, nothing in this Clause 21.3 shall be construed (and is not intended to be construed) as creating any Security, Quasi-Security, security interest, encumbrance or similar interest in the assets of any member of the Group or directing the disposal of any assets of any member of the Group.

21.4 Disposals

(a) No Obligor shall (and the Company shall ensure that no Material Subsidiary will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal (other than a Charged Asset):

(i) of an asset made in the ordinary course of trading of the disposing entity;

(ii) of obsolete or redundant vehicles, plant and equipment for cash and which, in the reasonable opinion of the member of the Group making the sale, lease, transfer or disposal, are not required for the efficient operation of its business;

(iii) of Cash or of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(iv) of Cash or Cash Equivalent Investments to the extent the use of such cash is not prohibited by this Agreement;

(v) (without prejudice to sub-paragraph (viii) below) of assets by a member of the Group to another member of the Group other than:

(A) any share in TSMHL or TSEHL; or

(B) any asset of TSMHL (other than any Permitted Cairn Disposal or the application of cash permitted by the terms of this Agreement);

(vi) of intellectual property by licence in the ordinary course of business;

(vii) of assets in exchange for other assets comparable or superior as to type, value and quality;

(viii) of Cairn India Shares by TSMHL on arm’s length terms (taken as a whole) as part of a Permitted Cairn Disposal;

(ix) of an asset pursuant to a transaction permitted by Clause 21.9 (Merger);

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(x) arising by reason only of the grant of any Security or Quasi-Security permitted under paragraph (c) of Clause 21.3 (Negative pledge);

(xi) effected pursuant to a solvent liquidation or reorganisation, of any member of the Group which is not prohibited by this Agreement provided no Event of Default is continuing or could reasonably be expected to arise as a result thereof;

(xii) of any asset that is the subject of Security or Quasi-Security permitted to be granted or subsist by paragraph (d), (e) or (f) of Clause 21.3 (Negative pledge), the proceeds of which are, to the extent required, applied in repayment or prepayment of Financial Indebtedness raised to acquire that asset;

(xiii) of any shares in the Company acquired or held by the Company (whether directly or indirectly) but not cancelled;

(xiv) of shares which have been disposed of as a result of the exchange of Financial Indebtedness into equity in accordance with the original terms of such Financial Indebtedness;

(xv) of any shares in any Material Subsidiary or Key Subsidiary or any other disposal of shares, provided that the same does not result in an Event of Default or Change of Control;

(xvi) of any shares of a company (the “Acquired Company”) or assets which are acquired after the date of this Agreement, where such acquisition is funded in whole or part by Financial Indebtedness incurred for the purposes of such acquisition and Security has been granted over such acquired assets to secure such Financial Indebtedness in accordance with the terms of this Agreement;

(xvii) made by any Acquired Company or any of its subsidiaries pursuant to binding obligations or arrangements existing at the time such Acquired Company became a member of the Group;

(xviii) of shares in a special purpose company, where such company has been set up for the sole purpose of incurring Excluded Indebtedness (provided that such disposal does not breach the terms of paragraph (a) of Clause 21.20 (Material Subsidiaries) or cause a Change of Control);

(xix) of any interest in any Financial Indebtedness owed to any member of the Group by Konkola Copper or Vedanta Aluminium;

(xx) of any other assets to a person other than a member of the Group provided all or part of the proceeds are applied in the repayment or prepayment of Financial Indebtedness of a member of the Group owed to another person that is not a member of the Group;

(xxi) of an asset (other than a share) where that asset is required to be physically delivered under any Permitted Hedging Transaction;

(xxii) of an asset (other than a share) required in order to comply with, or obtain any clearance or consent under, any law or regulation binding on any member of the Group provided

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that such disposal could not reasonably be expected to have a Material Adverse Effect; or

(xxiii) of an asset (other than any asset the disposal of which is otherwise permitted under this Clause 21.4) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by a member of the Group, does not exceed US$75,000,000 (or its equivalent in another currency or currencies) in any financial year.

(c) Nothing in this Clause 21.4 shall permit:

(i) any member of the Group to dispose of shares in TSEHL, TSMHL or VRHL (or, following the TSEHL Disposal, Bloom Fountain Limited), where such disposal would result in a Change of Control; or

(ii) any disposal of any direct or indirect shareholding in any Key Subsidiary with the result that a Material Subsidiary would cease to be a Subsidiary of the Company.

(d) For the avoidance of doubt, the issue of any new shares in any member of the Group whether by way of initial public offering or otherwise will not be prohibited by this Clause 21.4.

21.5 Acquisitions

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) invest in or acquire any share in, or any security issued by, any person, or any interest therein or in the capital of any person, or make any capital contribution to any person (or agree to do any of the foregoing); or

(ii) invest in or acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any person (or agree to do any of the foregoing),

which following consolidation of such shares or assets with the assets of the relevant member of the Group would constitute a material part of the consolidated assets of the Group, unless substantially all of the business and/or undertaking relating to such shares or substantially all of the assets being acquired are associated with mining, metals, coal, oil and gas exploration and/or production, infrastructure, power or energy industries.

(b) Paragraph (a) does not apply to:

(i) any acquisition resulting from any Merger to the extent not prohibited by the terms of this Agreement;

(ii) the acquisition of new shares issued by a member of the Group; or

(iii) the acquisition of any shares in a Material Subsidiary in order to ensure that any such entity is and continues to remain a Subsidiary (directly or indirectly) of the Company.

21.6 Preservation of assets

The Company shall (and the Company shall ensure that each Material Subsidiary will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.

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21.7 Hedging

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter (or agree to enter) into any Hedging Transaction other than a Permitted Hedging Transaction.

21.8 Pari passu

Without prejudice to the Security created pursuant to any Security Document, each Obligor shall ensure that its obligations under the Finance Documents rank at all times at least pari passu in right of priority and payment with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

21.9 Merger

(a) The Company shall not (and it shall ensure that no other member of the Group will) enter into any Merger.

(b) Paragraph (a) above shall not apply to:

(i) any Permitted Merger; or

(ii) a Merger of any member of the Group (other than TSMHL or TSEHL) with another person, provided that if, following the consolidation of the assets as a result of the Merger, the assets of the merged entity constitute a material part of the consolidated assets of the Group, all or substantially all of the business and/or undertaking of the merged entity shall be associated with mining, metals, coal, oil and gas exploration and/or production, infrastructure, power or energy industries provided always that if such Merger involves the Company, then the Company shall be the surviving entity of the Merger and provided always that if such Merger involves any Subordinated Creditor and such entity will not be the surviving entity of the Merger, the Security Agent has received confirmations from (and legal opinions in respect of) each such Obligor or Subordinated Creditor satisfactory to the Majority Lenders (acting reasonably).

21.10 Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement.

21.11 No other business

(a) On and from the first Utilisation Date, neither TSMHL nor TSEHL shall:

(i) trade or carry on any business; or

(ii) have any material liability (actual or contingent, present or future),

other than:

(A) as contemplated by or in connection with the Finance Documents, any Permitted Hedging Transaction in respect of its interest rate exposure in respect of the Facility or any currency hedging transaction with a tenor or maturity not exceeding six months entered into by TSMHL in order to hedge US$ amounts receivable by TSMHL in respect of any amounts actually payable to it denominated in INR in respect of Cairn India Shares held by it (whether in the nature of dividends, sales proceeds or otherwise);

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(B) liabilities for Additional Debt complying with the requirements of paragraph (c) below or for Subordinated Debt;

(C) holding cash in bank accounts and liabilities under the associated account terms; and

(D) professional fees, administrative costs and tax liabilities in the ordinary course of operations as a holding company; and

(E) liabilities of TSMHL on usual commercial terms arising in respect of any Permitted Cairn Disposal.

(b) On and from the first Utilisation Date, neither TSMHL nor TSEHL shall own any asset other than:

(i) rights under the Finance Documents or any documents entered into in connection with any Additional Debt, any Permitted Hedging Transaction referred to in paragraph (a)(A)above, each Subordinated Debt Document or any rights under any agreement for disposal of any Cairn India Share as part of a Permitted Cairn Disposal;

(ii) rights in relation to bank accounts and associated account terms;

(iii) (in the case of TSMHL) Cairn India Shares; and

(iv) (in the case of TSEHL) shares in TSMHL.

(c) After the first Utilisation Date (and not prior thereto) and following the discharge of the Obligors’ obligations under Clause 21.27 (Security Documents), TSMHL may borrow or incur (and TSEHL may guarantee) additional Financial Indebtedness (not arising in respect of the Existing Facilities, the B2B Facility, the BofA Facility or under the Secured Debt Documents and not being Subordinated Debt) and refinance such additional Financial Indebtedness (“Additional Debt”) for the purpose of refinancing Subordinated Debt provided that:

(i) the aggregate principal amount of all such Additional Debt incurred does not exceed the lesser of:

(A) an amount equal to US$2,200,000,000 less the sum of the outstanding principal amount of the Loans and the Available Facility; and

(B) such amount which, at the time of incurrence of that Additional Debt (or, if earlier, at the time that the creditor in respect of the same accede to the Intercreditor Agreement) would not cause the product of (I) 1.2 and (II) the aggregate principal amount of the Facility and all such Additional Debt (including the Additional Debt being so incurred or so acceding and assuming for this purpose that all the Facility and all facilities for Additional Debt had been fully drawn (but, for this purpose, any Additional Debt which (but only to the extent that), by its terms, will on drawing or funding be required to be applied immediately in repayment or prepayment of the principal amount of the Facility or any other outstanding Additional Debt shall be given zero weighting in this calculation)) to exceed the Cairn India Share Value at that time;

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(ii) the weighted average tenor of any individual financing arrangement comprised in that Additional Debt at all times expires on or after the date 6 Months after the Final Maturity Date;

(iii) the creditors in respect of that Additional Debt have acceded to an intercreditor agreement (the “Intercreditor Agreement”) entered into between the Obligors and the Secured Parties on terms to be mutually agreed reflecting the Intercreditor Principles in respect of which the Secured Parties have received such corporate authorisations, other documents and evidence and associated legal opinions as the Majority Lenders may reasonably require in connection therewith;

(iv) the terms of such Additional Debt (whether originally or as subsequently amended or varied) do not afford the creditors thereof any guarantee or Security or Quasi-Security in addition to the Security and Quasi-Security the subject of the Intercreditor Agreement or guarantees from TSEHL and/or the Company provided that if such Additional Debt is incurred by a member of the Group which is a special purpose vehicle and on-loaned to TSMHL, the creditors in respect of that Additional Debt may (without being obliged to share any of the same with the Secured Parties) benefit from recourse to that special purpose vehicle and its assets and, if required, Security over its issued capital (but not broader recourse to (or to the other assets of) any shareholder of that special purpose vehicle providing such Security) provided that the assets and liabilities of that special purpose vehicle (excluding the Additional Debt raised by it, the on-loan to TSMHL and the proceeds realised therefrom) do not exceed US$5,000,000 (or its equivalent in any other currency or currencies); and

(v) the terms of such Additional Debt (whether originally or as subsequently amended or varied) do not provide for any mandatory prepayment or equivalent obligation other than on terms equivalent to those in Clauses 7.1 (Illegality) to 7.3 (Mandatory prepayment).

(d) The Secured Parties shall negotiate in good faith, and dedicate sufficient resources to agree, the Intercreditor Agreement, with a view to executing the same as soon as reasonably practicable after first receiving notification from the Borrower of its intention to incur Additional Debt.

21.12 Insurance

Each Obligor shall (and the Company shall ensure that each other member of the Group will) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks, and to the extent, usually insured against by prudent companies located in the same or a similar location and carrying on a similar business and/or required by applicable law or by contract and to the extent that such insurance is available on commercially reasonable terms.

21.13 Environmental undertakings

Each Obligor shall (and the Company shall ensure that each other member of the Group will):

(a) comply with all Environmental Laws to which it may be subject;

(b) obtain all Environmental Licences required in connection with its business;

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(c) comply at all times with all applicable conditions to maintain all Environmental Licences required in connection with its business; and

(d) comply with the requirements of the Company’s sustainability framework policies, including the Group policy and technical and management standards, and all applicable standards advocated by the International Finance Corporation (including, but not limited to, the environmental, health, and safety guidelines) on all current and future operations, projects and developments in countries which are not High Income OECD Countries,

in each case where failure to do so has or could reasonably be expected to have a Material Adverse Effect.

21.14 Environmental claims

Subject to any confidentiality restrictions or non-disclosure obligations in each case imposed by law, each Obligor shall (and the Company shall ensure that each other member of the Group will) promptly notify the Agent in writing upon becoming aware of:

(a) any Environmental Claim pending or threatened against any member of the Group;

(b) any communication received by it in respect of any actual or alleged breach of or liability under Environmental Law or applicable International Standards; or

(c) any facts or circumstances which shall or are reasonably likely to result in any Environmental Claim against any member of the Group,

where the claim, if determined against that member of the Group, has or could reasonably be expected to have a Material Adverse Effect.

21.15 Environmental and social

(a) Each Obligor shall (and the Company shall ensure that each member of the Group will) comply in all material respects with the recommendations of the Scott Wilson Report.

(b) The Company shall promptly notify the Agent of the occurrence of any Environmental Claim or event or circumstance which may (if the Majority Lenders so determine) result in an Environmental or Social Incident.

(c) The Company shall deliver to the Agent (in sufficient copies for each Lender) the URS Scott Wilson Audit report by not later than 18 October 2013 and shall ensure that any remedial action plan contained in the URS Scott Wilson Audit report will be implemented or addressed by it in a manner acceptable to the Majority Lenders, in each case, acting reasonably and in consultation with the E&S Consultant and within the Relevant Timeline.

(d) The Company will commission an E&S VSAP Consultant, to conduct a VSAP Audit for each 12 month period until the Discharge Date. The first audit shall be completed no later than 31 August 2014 (and each subsequent audit shall be completed no later than 31 August in any year). The scope of work for each VSAP Audit shall be as set out in Schedule 15 (VSAP Audit - Scope of Work). The Company shall deliver to the Agent (in sufficient copies for all the Lenders) a copy of the VSAP Audit report within 30 days of the report being completed. The Company will implement remedial action plans in order to comply in all material respects with the outcomes of

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the VSAP Audit within the Relevant Timeline. At the Majority Lender’s discretion, the report or a summary of the report may be disclosed to the public.

(e) In the event of an Environmental Claim (a “Claim”) or an Environmental or Social Incident (an “Incident”), the Majority Lenders may instruct the Agent to require the Company to provide a detailed report of such Claim or Incident (which report shall be delivered by the Company within 45 days of such request) and monthly updates with respect to the same until such time as the Claim or Incident is resolved to the satisfaction of the Majority Lenders. In the event that the Majority Lenders believe an independent review of the Claim or Incident is also required, the Agent shall, at the cost and expense of the Company, appoint an E&S Consultant to undertake an E&S Review of the Claim or Incident . Each Obligor shall (and the Company will ensure that each other member of the Group will) give the E&S Consultant all assistance and access requested pursuant to and in connection with the preparation of each E&S Review. Each E&S Review shall be completed within 60 days of its commission by the Agent. The E&S Review shall contain, if required by the Majority Lenders, a remedial action plan, to be mutually agreed by the E&S Consultant, the Company and the Majority Lenders. At the Majority Lender’s discretion, the report or a summary of the report, may be disclosed to the public. The Company may request the Majority Lenders to remove any information from such report or summary that may reasonably be viewed as commercially or technically sensitive.

21.16 Arm’s length terms

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any material contract or arrangement with or for the benefit of any other person (including any disposal to that person) other than in the ordinary course of business and on arm’s length terms (taken as a whole).

(b) Paragraph (a) above does not apply to any contract or arrangement that is solely between members of the Group (including, without limitation, a Permitted Merger)

21.17 Dividends and intra-group debt

(a) No Obligor shall (and the Company shall ensure that no other Key Subsidiary will) create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the payment of dividends to, or the making of any other distribution with respect to its share capital or on the making of any loans to the Company or any direct or indirect shareholders of that Key Subsidiary.

(b) Paragraph (a) does not apply:

(i) to any encumbrance or restriction arising by operation of law;

(ii) to any encumbrance or exclusion in relation to any Excluded Indebtedness in respect of any person liable (actually or contingently) for the repayment of that debt;

(iii) to any encumbrance or restriction granted pursuant to the terms of any Financial Indebtedness incurred after the date of this Agreement used for the purposes of an acquisition referred to in paragraph (e) of Clause 21.3 (Negative Pledge) by any person actually or contingently liable for its repayment;

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(iv) in respect of any person that becomes a Material Subsidiary after the date of this Agreement, any encumbrance or restriction on such person as at the date on which that person becomes (or became) a Material Subsidiary, provided that the encumbrance or restriction was not imposed in contemplation of that person becoming a Material Subsidiary;

(v) to any encumbrance or restriction by which a member of the Group is contractually bound following the occurrence of an event of default (howsoever described) (in the case of Cairn India only, not being an event of default arising by reason of any facts or circumstances affecting any person other than Cairn India and/or any of its Subsidiaries) pursuant to the terms of any Financial Indebtedness which that member of the Group is actually or contingently liable to repay; or

(vi) to any contractual restrictions binding any Material Subsidiary or Key Subsidiary as in force as at the date of this Agreement which would restrict or prohibit the making of any loans by that member of the Group to any of its direct or indirect shareholders.

21.18 Distributions

(a) The Company shall not declare, pay or make any dividend or other payment or distribution of any kind on or in respect of its shares or reduce, return, purchase, repay, cancel or redeem any of its shares in any manner (each a “Distribution”) unless no Event of Default is continuing or would reasonably be expected to result from such an act.

(b) Notwithstanding paragraph (a) above, the Company shall not declare, pay or make any Distribution in respect of its shares attributable to proceeds generated from the sale or other disposal of assets (other than in the ordinary course of trading) by the Group in excess of US$250,000,000 in any 12 month period.

21.19 Amendments of Constitutional Documents

(a) No Obligor shall (and the Company shall ensure that no member of the Group will) amend or vary in any way the constitutional documents of TSMHL, except:

(i) as expressly provided under this Agreement; or

(ii) if such amendment or variation is not and could not be adverse to the interests of the Lenders or otherwise have a Material Adverse Effect.

(b) The Company shall promptly provide the Agent with a copy of any resolution passed amending or varying the constitutional documents of TSMHL or TSMHL.

21.20 Material Subsidiaries

(a) Other than as permitted under Clause 21.9 (Merger), the Company shall not (and it shall ensure that no other member of the Group will) sell or otherwise dispose of all or any part of the shares of any company which is a Key Subsidiary held by any member of the Group if, as a result, a Material Subsidiary would cease to be a Subsidiary of the Company.

(b) The Company shall (and it shall ensure that each other member of the Group will) subscribe for any class of shares that are to be issued by any company which is a Material Subsidiary or Key Subsidiary rateably with all other shareholders of such Subsidiary to the extent necessary to ensure that each Material Subsidiary remains a Subsidiary of the Company.

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21.21 Auditors

(a) Each Obligor shall ensure that it and each other member of the Group has at all times as its auditors any of the internationally recognised “big four” firms of accountants.

(b) No Obligor shall change its financial year end from 31 March or change any of its Quarter Dates, without the consent of the Majority Lenders, provided that a change may be made to the financial year end date if the Company gives the Agent no less than two weeks’ prior written notice of an impending change and delivers to the Agent prior to effecting the change a set of financial statements complying with the terms of Clause 19.3 (Requirements as to financial statements) covering the twelve month period ending immediately prior to the start of the twelve month period which will end on the new financial year end date, together with a signed Compliance Certificate for such period demonstrating compliance with the terms of Clause 20 (Financial covenants) for that period as if it was a Relevant Period.

21.22 Sanctions

(a) No Obligor shall (and no Obligor shall permit or authorize any other person to) directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loan or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would otherwise cause any Obligor or any Finance Party to be in breach of any Sanctions (if and to the extent applicable to either of them) or to become a Restricted Party and shall otherwise comply with all Sanctions applicable to it.

(b) No Obligor shall use any revenue or benefit derived from any activity or dealing with a Restricted Party to be used in discharging any obligation due or owing to any Finance Party.

21.23 Anti-Terrorism Laws

(a) The Company shall ensure that no member of the Group shall engage in any transaction that violates any of the applicable prohibitions set forth in any Economic Sanctions Law or Anti-Money Laundering Law applicable to it.

(b) The Company shall ensure that none of the funds or assets that are used to repay the Facility shall constitute property of, or shall be beneficially owned by, any Designated Person or be the direct proceeds derived from any transactions that violate the prohibitions set forth in any applicable Economic Sanctions Law, and no Designated Person shall have any direct or, to the knowledge of any Obligor, any indirect interest in any member of the Group (other than in respect of any member of the Group which is a listed company, any interest in such listed company not held by a member of the Group) insofar as such interest would violate any Economic Sanctions Laws applicable to any member of the Group.

21.24 Other Documents

No Obligor shall (and the Company shall ensure that no other member of the Group will) amend or otherwise vary or give or obtain any waiver or consent under any provision of the Existing Facilities Agreement where the effect of the same would be to increase the principal amount of Financial Indebtedness outstanding thereunder.

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21.25 Cairn India Security

(a) The Company shall (and will procure that the Borrower will) promptly and in any event with 30 days after the consummation of Sesa Sterlite Merger apply to the RBI for Authorisation to grant the Secured Parties fixed Security over the Cairn India Shares owned by it and, following the making of that application, use commercially reasonable efforts to procure as soon as reasonably possible thereafter the grant of that Authorisation.

(b) As soon as reasonably practicable and in any event within 20 Business Days following receipt of the Authorisation described in paragraph (a) above, the Borrower shall execute such documents and provide or enable the provision of such other evidence and legal opinions as the Security Agent may reasonably require in respect of the grant and perfection of first ranking security over the Cairn India Shares owned by the Borrower as security for the Secured Debt.

21.26 Publicity

The Company shall not without the consent of the Agent issue or make, or allow to be issued or made by or on behalf of any member of the Group, any press release or other publicity which refers to the Facility, any Finance Document or any Finance Party unless the publicity is required by any law or regulation or any stock exchange (in which case the Company shall notify the Agent as soon as practicable upon becoming aware of the requirement, shall consult with the Agent on the terms of the reference and shall have regard to any timely comments of the Agent).

21.27 Security Documents

TSMHL and TSEHL shall ensure that as soon as practicable (and in any event within 10 Business Days) after the first Utilisation Date the Agent and the Security Trustee receive (in form and substance satisfactory to each of them) each of the documents and other evidence referred to in Part III (Conditions relating to Security Documents) of Schedule 2 (Conditions precedent).

21.28 Subordination

Each Obligor agrees to be bound by and to comply with the provision of Schedule 12 (Subordination) as if the same were included in the body of this Agreement.

21.29 Application of FATCA

Each Obligor shall ensure that neither:

(a) TSMHL nor TSEHL shall become a FATCA FFI; and

(b) TSMHL nor TSEHL shall become a US Tax Obligor.

21.30 Taxation

(a) Each Obligor shall (and the Company shall ensure that each member of the Group will) duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) payment is being contested in good faith;

(ii) it has maintained adequate reserves in accordance with GAAP for those Taxes;

(iii) payment can be lawfully withheld; and

(iv) non-payment has not and could not reasonably be expected to have a Material Adverse Effect.

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(b) No Obligor may change its residence for Tax purposes.

21.31 The Company

The Company shall (and will procure that each member of the Group will) use best efforts (subject to the terms of the Finance Documents) to procure that members of the Group (including, without limitation, the members of the Group forming part of the businesses known as at the date of this Agreement as Zinc International and Copper Mines of Tasmania obtain approvals for and effect the payment of dividends and effecting of capital reductions and/or provision of intra-group loans, and in each case to enable the proceeds of such transactions to be applied in reduction and cancellation of the Loans and with a view to effecting repayment of the Facility as soon as reasonably practicable.

22. ACCOUNTS

22.1 Maintenance of the Accounts

(a) The Borrower shall maintain the Collection Account, the Distribution Account and the Expenses Account (each an “Account”) with the Account Bank.

(b) The Collection Account shall be secured in favour of the Security Agent pursuant to the Account Charge.

(c) The terms and conditions relating to the establishment and maintenance of the Accounts and the Borrower’s ability to deal with the Accounts shall be as set out in this Clause 22 and as supplemented to the extent the same are not inconsistent with this Clause 22, by the relevant Account Mandate.

(d) The credit balance of the Accounts shall only include immediately available cleared funds.

(e) The Borrower shall not open or maintain any bank or deposit account with any bank or other financial institution other than the Accounts or any other bank account expressly permitted pursuant to the Intercreditior Agreement.

(f) Without prejudice to paragraph (f) of Clause 27.8 (Rights and discretions of the Agent, the Security Agent and the Account Bank), nothing in this Clause 22 shall be operative to override any mandatory provision of Mauritius law applicable to the opening, maintenance or operation of an Account.

22.2 Interest

Each amount from time to time standing to the credit of an Account shall bear interest at such rate (if any) as may from time to time be determined by the Account Bank consistent with the applicable Account Mandate and shall be credited to that Account in accordance with the applicable Account Mandate.

(a) Interest shall accrue in accordance with the applicable Account Mandate. Any interest which has accrued on an Account shall be compounded with the balance of that Account and shall be available for withdrawal by the Borrower only as permitted by this Agreement.

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22.3 Withdrawals

(a) The Account Bank shall not effect any withdrawal or transfer from an Account to the Borrower unless such withdrawal is in accordance with this Clause 22 (and shall not be liable to the Borrower for failing to effect the same).

(b) No withdrawal or transfer from an Account may be made if to do so would cause that Account to be overdrawn. The Account Bank shall not have any obligation to monitor the Accounts for this purpose or incur any liability whatsoever from any non-distribution in such circumstances.

(c) None of the restrictions contained in this Clause 22 on the withdrawal of sums standing to the credit of the Accounts shall affect the obligations of the Obligors to make any payment or repayment required to be made under the Secured Documents on the date the same is so required to be made.

(d) Unless instructed to do so by the Agent, the Account Bank shall not effect any withdrawal or transfer from an Account (and shall not be liable to the Borrower for failing to effect the same) if it has been notified by the Agent that a Default has occurred and is continuing at the time that the relevant withdrawal or transfer would otherwise be made.

(e) On the date of each withdrawal made from an Account where the proceeds of such withdrawal are to be applied in payment to or for the account of the Borrower, the Borrower will be deemed to represent and warrant that no Default is continuing and no Default will occur as a result of such withdrawal.

(f) The Account Bank shall comply with any instruction to debit an Account in accordance with this Clause 22 but only if the relevant instruction (i) is in respect of a specified sum of money (ii) is in writing in the format set out in Schedule 16 (Form of withdrawal instruction) or, in the case of a transfer of funds by electronic transmission, is evidenced in accordance with the Account Bank’s normal banking practice for such transfers and (iii) complies with the relevant Account Mandate.

(g) Nothing in this Agreement shall oblige the Account Bank to effect any payment or transfer from an Account on a day which is not a normal banking day in Mauritius.

22.4 Collection Account balance

(a) The Borrower shall ensure that any Required Proceeds are paid directly into the Collection Account and applied in prepayment in accordance with Clauses 7.3 (Mandatory prepayment).

(b) Upon request by the Agent or the Security Agent, the Account Bank shall promptly notify the Agent or the Security Agent of the balance of the Collection Account.

(c) The Account Bank acknowledges the instructions set out in paragraph (b) above and agrees to comply with those instructions.

22.5 Access to the Accounts

(a) The Borrower irrevocably consents to the Agent and the Security Agent or any of their respective appointed representatives having access to review the books and records of the Account Bank relating to the Accounts and consents to the Agent and the Security Agent or any of their respective appointed representatives passing on any information so obtained to any Secured Party in accordance with the provisions of the Secured Documents and, for these purposes only, irrevocably waives any right of confidentiality that Borrower, the Agent and the Security Agent

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unrestricted access on reasonable prior notice to review such books and records of the Accounts held by the Account Bank.

(b) Nothing in this Clause 22.5 will require the Account Bank to disclose to any person any books, records or other information which the Account Bank would not be required to disclose to the Borrower.

22.6 Expenses Account

(a) TSMHL shall only transfer into the Expenses Account such amounts as are required for the purposes of settling administrative costs, taxes, professional fees, remuneration of TSMHL’s directors, regulatory costs and similar costs and expenses (whether or not such costs and expenses are due and payable).

(b) The Expenses Account shall only be funded with equity proceeds, any amounts received by TSMHL by way of Subordinated Debt or by transfer from the Distribution Account.

(c) TSMHL may only withdraw amounts from the Expenses Account for the purposes of paying such administrative costs, Taxes, professional fees, remuneration of TSMHL’s directors, regulatory costs and similar costs and expenses when due.

22.7 Distribution Account

(a) TSMHL shall ensure that all amounts received by it from any source whatsoever (to the extent not required to be paid into another account pursuant to this Agreement) are paid into the Distribution Account or the Expenses Account.

(b) Subject to Clause 22.3 (Withdrawals), TSMHL may withdraw amounts from the Distribution Account at any time.

22.8 Administration

(a) Without prejudice to the Account Bank’s obligations under this Clause 22, the Account Bank will not be obliged to make available to or for the account of the Borrower any sum which it is expecting to receive for the account of the Borrower:

(i) until it has been able to establish that that sum has been credited to the relevant Account held with the Account Bank; or

(ii) if it is unable to verify any signature pursuant to any request or instruction against the specimen signature provided in accordance with paragraph (b) below, or is otherwise unable to verify the authenticity of the request or instruction by way of telephonic verification at the contact numbers specified in accordance with paragraph (b) below.

(b) The signatories in respect of the Accounts shall at all times be duly and properly authorised by TSMHL and shall be such persons notified by TSMHL to the Account Bank in accordance with paragraph 4(i) of Part I (The Company) of Schedule 2 (Conditions Precedent) or any substitute signatory (including specimen signatures and contact details) as TSMHL may notify the Account Bank by giving at least five Business Days prior notice.

(c) The Account Bank will provide account statements for the Accounts to the Agent, the Security Agent and the Borrower within five days of the last day of each calendar month.

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22.9 No assignment

Neither the Accounts nor the Borrower’s right, title and interest to or in the Accounts, shall be capable of being assigned, transferred or otherwise disposed of or encumbered (whether in whole or in part) other than pursuant to the Security Documents.

22.10 Notice of Security

With effect on the date of accession by TSMHL to this Agreement pursuant to Clause 25.2 (Accession of TSMHL and TSEHL), TSMHL and the Security Agent hereby give notice to the Account Bank (and the Account Bank hereby acknowledges and accepts this Agreement as notice) of the security created over the Accounts pursuant to the Security Documents and the Account Bank agrees:

(a) not to claim or exercise any security in, set-off, counterclaim or other rights in respect of any of the Accounts it save as expressly contemplated in this Clause 22; and

(b) that it will pay all moneys standing to the credit of the Accounts as directed by the Security Agent upon being notified by the Security Agent that the Security has become enforceable.

22.11 Reliance and Assumptions by the Account Bank

(a) The Account Bank may rely on:

(i) any communication or document reasonably believed by it to be genuine (even if such communication or document is later reversed, modified, set aside or vacated); and/or

(ii) any document of any kind prima facie properly executed and submitted by any person whom the Account Bank has reasonable grounds to believe is entitled to execute and submit such document in relation to any matter arising under or in connection with this Agreement (even if such document is later reversed, modified, set aside or vacated).

(b) The Account Bank may consult counsel or professional advisers over any question as to the provisions of this Agreement, its rights, obligations and/or its duties. The Account Bank may rely on and act pursuant to the advice of its counsel or other professional advisers with respect to any matter (whether or not contentious) relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice.

(c) The Account Bank can assume that no other party to this Agreement is in breach of its obligations hereunder unless the Account Bank has actual notice to the contrary in its capacity as account bank.

(d) The Account Bank may assume that all conditions for the making of any payment out of the amounts standing to the credit of an Account which are specified in any instruction from the Company have been satisfied, unless the Account Bank has actual notice to the contrary in its capacity as account bank.

22.12 Fees of the Account Bank

(a) The Account Bank is entitled to charge for and be paid all transaction and other fees provided for in the Account Mandates or other standard published charges applicable to transactions effected on or in relation to the Accounts.

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(b) The Borrower is liable for payment of any fees, expenses and other sums payable to the Account Bank pursuant to this Agreement. The Account Bank may debit any amounts due to it in respect of the operation of an Account and shall be entitled to retain that proportion of the amounts standing to the credit of the Accounts equal to any unpaid fees and other charges due to the Account Bank under this Agreement until all such fees and charges have been paid in full (provided that the Account Bank shall debit the Distribution Account and/or the Expenses Account in priority to the Collection Account in order to recover such amounts as may be so due to it and shall only debit the Collection Account for this purposes having exhausted the balance of the other Accounts).

22.13 No Duty or Obligation

(a) The Account Bank shall be obliged to perform only such duties as are set out in this Agreement and the Account Mandates and no implied duties or obligations shall be read into this Agreement against the Account Bank.

(b) The Account Bank shall not be under any duty or obligation to give the amounts held by it hereunder any greater degree of care than it gives to amounts held for its general banking customers.

(c) The Account Bank shall not be obliged to make any payment or otherwise to act on any request or instruction notified to it under this Agreement if in the Account Bank’s reasonable opinion, it conflicts with any provision of this Agreement or otherwise does not comply with the requirements of this Agreement provided that the Account Bank shall promptly so notify the Borrower and the Agent of any such perceived conflict promptly after becoming aware of the same.

(d) The Account Bank is under no duty or obligation to ensure that any certificate, consent, notice, instruction or other communication which is or appears to be given by the Security Agent and/or the Agent in accordance with this Agreement is accurate, correct or duly authorised and shall be entitled to act in reliance without further enquiry upon any such certificate, consent, notice, instruction or other communication and shall not be under any duty or obligation to verify the accuracy or correctness of any statements made therein (even if such certificate, consent, notice, instruction or other communication is later reversed, modified, set aside or vacated).

(e) In the event that the terms of a settlement of any dispute involving an Obligor results in an increase, extension, modification or other variation of the duties, obligations or liabilities of the Account Bank contemplated by this Agreement, then such variation shall only be effective where, and to the extent, the Account Bank has given its written consent to be bound thereby.

(f) The Account Bank is under no duty or obligation to ensure that any funds withdrawn from an Account are actually applied for the purpose for which they are withdrawn.

(g) The Account Bank shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any right, power or authority hereunder.

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22.14 Limitation of liability of the Account Bank

(a) The Account Bank shall not be liable to any person or entity for any loss, liability, claim, action, damages or expenses arising out of or in connection with anything done or omitted to be done by it pursuant to and in accordance with the provisions of this Agreement save as are caused by its own gross negligence or wilful misconduct.

(b) The Account Bank is not responsible or liable to the Borrower for any withdrawal wrongly made, if the Account Bank acted in good faith in relation to that withdrawal.

(c) Notwithstanding the foregoing, under no circumstances will the Account Bank be liable to any party whether in contract, tort or otherwise, for any consequential loss (including, but not limited to, loss of business, goodwill, opportunity or profit) even if advised of the possibility of such loss or damage.

(d) In no event shall the Account Bank be liable for any Losses suffered due to a Force Majeure event.

(e) In this Clause 22.12:

(i) “Losses” means any losses, damages, demands, claims, liabilities, costs (including legal costs) and expenses of any kind (including any direct, indirect or consequential losses, loss of profit, loss of goodwill and loss of reputation) whether or not they were foreseeable or likely to occur.

(ii) “Force Majeure” means any:

(A) flood, storm, earthquake or other natural event;

(B) war, hostilities, terrorism, revolution, riot or civil disorder;

(C) strike, lockout or other industrial action;

(D) change in any law or any change in the interpretation or enforcement of any law;

(E) act or order of any Governmental Agency;

(F) order of any court or other judicial body;

(G) restriction or impending restriction on the availability, convertibility, credit or transferability of any currency;

(H) computer system malfunction or failure (regardless of cause) or any third party interference with a computer system;

(I) error, failure, interruption, delay or non-availability of any goods or services supplied the Borrower or the Account Bank by a third party; or

(J) other circumstance beyond the reasonable control of the Account Bank.

22.15 Indemnity

The Borrower shall indemnify and keep indemnified the Account Bank and its directors, officers, agents and employees (each an “Indemnified Party”) and hold each of them harmless from and against any and all losses, liabilities, claims, charges, actions, demands, damages, fees, costs and expenses (including, without limitation, fees and disbursements of the Indemnified Party’s

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counsel) arising out of or in connection with (a) its appointment as Account Bank under, and its performance of, this Agreement including, but not limited to, the reliance by the Account Bank on any instruction from the Security Agent and/or the Agent, and (b) the exercise of its rights and powers as Account Bank under, or the enforcement of any provision of, this Agreement, save as are caused by its (or their) own gross negligence or wilful misconduct. The indemnity in this Clause 22.15 shall survive the termination of this Agreement, or the resignation or removal of the Account Bank.

22.16 Disclosure

No material in any language which mentions the Account Bank’s name or the rights, powers or duties of the Account Bank may be issued by either of the other Parties or on their behalf without the prior written consent of the Account Bank.

22.17 Termination

On the Final Discharge Date and unless otherwise agreed by the Account Bank and the Borrower, the Accounts will automatically be closed, provided that the Account Bank shall first transfer any balance standing to the credit of the Accounts to an account of the Borrower nominated by the Borrower to the Security Agent to the order of the Security Agent (in consultation with the Borrower).

23. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 23 is an Event of Default (save for Clause 23.20 (Acceleration)). For the purposes of this Clause 23, references in Clause 23.5 (Cross default) to 23.8 (Creditors’ process), Clause 23.13 (Cessation of business) and Clause 23.14 (Nationalisation) to an Obligor shall include TSMHL and TSEHL prior to their accession to this Agreement pursuant to Clause 25.2 (Accession of TSMHL and TSEHL).

23.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error; and

(b) payment is made within five Business Days of its due date.

23.2 Financial covenants, FATCA and Security

Any requirement of Clause 20 (Financial covenants), Clause 21.27 (Security Documents) or Clause 21.29 (Application of FATCA) is not satisfied.

23.3 Other obligations

(a) An Obligor or a Subordinated Creditor does not comply with any provision of the Finance Documents (other than those referred to in Clause 23.1 (Non-payment) or Clause 23.2 (Financial covenants, FATCA and Security).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 Business Days of the earlier of (A) the Agent giving notice to the Company and (B) an Obligor becoming aware of the failure to comply.

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23.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor or a Subordinated Creditor in the Finance Documents or any other document delivered by or on behalf of an Obligor or a Subordinated Creditor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made provided that where the events and/or circumstances giving rise to such incorrectness or misleading representation or statement are capable of being remedied, such events and/or circumstances are not remedied in full within 30 Business Days of the Agent giving notice to the Company or an Obligor or a Subordinated Creditor becoming aware of the misrepresentation.

23.5 Cross default

(a) Any Financial Indebtedness of an Obligor or any Material Subsidiary is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of an Obligor or any Material Subsidiary is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of an Obligor or any Material Subsidiary is cancelled or suspended by a creditor of an Obligor or any Material Subsidiary as a result of an event of default (however described).

(d) Any creditor of an Obligor or any Material Subsidiary becomes entitled to declare any Financial Indebtedness of an Obligor or any Material Subsidiary due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 23.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$75,000,000 (or its equivalent in any other currency or currencies).

23.6 Insolvency

(a) An Obligor, a Material Subsidiary or a Key Holdco is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The Company is deemed to be insolvent within the meaning of section 123 (2) of the Insolvency Act 1986.

(c) A moratorium is declared in respect of any indebtedness of an Obligor, any Material Subsidiary or any Key Holdco.

23.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor, any Material Subsidiary or any Key Holdco other than a solvent liquidation or reorganisation only to the extent the same is for the purpose of a Permitted Merger;

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(ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor, any Material Subsidiary or any Key Holdco;

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a Material Subsidiary or a Key Holdco permitted by Clause 21.9 (Merger)), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor, any Material Subsidiary or any Key Holdco or any of their respective assets; or

(iv) enforcement of any Security or Quasi-Security over:

(A) any assets having an aggregate value in excess of US$50,000,000 (or its equivalent in any other currency or currencies) of the Company or any Material Subsidiary not being TSMHL; or

(B) any shares in TSMHL,

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to:

(i) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 60 days of commencement and prior to its advertisement; or

(ii) the solvent liquidation or reorganisation of any member of the Group not being an Obligor so long as any payments made or assets distributed as a result of such liquidation or reorganisation are made or distributed to members of the Group.

23.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor or any Material Subsidiary or (without limiting the foregoing) any shares held by a Key Holdco in another Key Holdco or a Material Subsidiary, in each case having an aggregate value in excess of US$50,000,000 (or its equivalent in any other currency or currencies) and is not discharged within ten Business Days.

23.9 Unlawfulness and unenforceability

(a) It is or becomes unlawful for an Obligor or a Subordinated Creditor to perform any of its obligations under the Finance Documents or any subordination effected or purported to be effected pursuant to Clause 21.28 (Subordination) or otherwise under any Subordination Deed is or becomes unlawful in each case, if the Majority Lenders determine that such matters are materially adverse to their interests under the Finance Documents.

(b) Save to the extent contemplated by the Legal Reservations, any obligation of an Obligor or a Subordinated Creditor under any Finance Document is not or ceases to be legal, valid, binding or enforceable.

(c) Any Finance Document is not or ceases to be in full force and effect.

23.10 Repudiation

(a) An Obligor or a Subordinated Creditor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

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23.11 Security

Any Security Document is not in full force and effect or does not create in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

23.12 Subordination

Any subordination effected or purported to be effected pursuant Clause 21.28 (Subordination) is not in full force and effect.

23.13 Cessation of business

Any Obligor or any Material Subsidiary suspends or ceases (or threatens to suspend or cease) to carry on all or a material part of its business (other than as a result of a Permitted Merger).

23.14 Nationalisation

Any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or any of the shares or all or any part of the assets of any member or members of the Group having an aggregate value in excess of US$50,000,000.

23.15 Audit qualification

The auditors qualify their report on any audited consolidated financial statement of the Group in a manner which the Majority Lenders deem to be materially adverse to their interests under the Finance Documents.

23.16 Litigation

Any litigation, arbitration, proceeding or dispute is started or threatened or there are any circumstances likely to give rise to any litigation, arbitration, proceeding or dispute, in each case which in the opinion of the Majority Lenders (acting reasonably and having regard to the likelihood of adverse determination of such process) has had or could reasonably be expected to have a Material Adverse Effect.

23.17 Final judgment

A member of the Group fails to comply with or pay (or to procure payment of) any sum in an amount equal to or greater than US$50,000,000 (or its equivalent in any other currency or currencies) due from it under any final (non-appealable) judgment or any final (non-appealable) order made or given by a court of competent jurisdiction.

23.18 Suspension of trading

(a) Cairn India ceases to be listed on the National Stock Exchange of India and the Bombay Stock Exchange.

(b) The trading of the Cairn India Shares on the National Stock Exchange of India and the Bombay Stock Exchange is suspended or halted for ten consecutive Trading Days (other than a suspension or halt arising from a disruption of a technical or systems-related nature to the trading of shares on either such exchange).

(c) For the purpose of paragraph (b) above, “Trading Day” means any day on which the relevant exchange is open for trading for its respective trading sessions.

23.19 Material adverse change

A Material Adverse Effect is continuing or could reasonably be expected to occur.

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23.20 Acceleration

Subject to Clause 4.4 (Certain Funds Loans), on and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(c) declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(d) instruct the Security Agent to enforce any Security under the Security Documents.

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SECTION 9

CHANGES TO PARTIES

24. CHANGES TO THE LENDERS

24.1 Assignments and transfers by the Lenders

(a) Subject to this Clause 24, a Lender (the “Existing Lender”) may:

(i) assign any of its rights; or

(ii) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

(b) The Agent shall provide a copy of the relevant Transfer Certificate or Assignment Agreement to the Company as soon as practicable after executing the same in accordance with this Clause 24.

24.2 Conditions of assignment or transfer

(a) An assignment or transfer by a Lender does not require the consent of, or consultation with, any Obligor.

(b) Subject to paragraph (d) below, an assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c) Subject to paragraph (d) below, a transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with or if otherwise effected pursuant to a Syndication Agreement as contemplated in paragraph (d) of Clause 24.5 (Procedure for transfer).

(d) An assignment of transfer will only be effective if the amount of the Commitment or Loan participation to which it relates is at least US$2,000,000 (or, if less the entire amount of the Existing Lender’s remaining Commitment and/or Loan participation at that time).

(e) If following Successful Syndication:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender

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acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

24.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect (other than pursuant to the Syndication), pay to the Agent (for its own account) a fee of US$3,500.

24.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor or any other person;

(iii) the performance and observance by any Obligor or any other person of their respective obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of any Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 24; or

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(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

24.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

(d) Notwithstanding anything to the contrary, a transfer may also be effected pursuant to a Syndication Agreement executed on terms which, inter alia, substantially reflect paragraph (c) above. Any transfer made pursuant to a Syndication Agreement shall take effect in accordance with the terms thereof.

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24.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) On the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 24.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 24.2 (Conditions of assignment or transfer).

24.7 Copy of Transfer Certificate or Assignment Agreement to Company

(a) The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Company a copy of that Transfer Certificate or Assignment Agreement.

(b) Promptly on request from the Company, the Agent shall provide the Company a list of the Lenders and their Commitments.

24.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 24, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including without limitation:

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(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as Security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

24.9 Sub-participations

Any Lender may, without the consent of any Obligor, at any time sub-participate or sub-contract any of its rights or obligations under the Finance Documents.

24.10 Account Bank

(a) The Account Bank shall not assign any of its rights or transfer any of its rights or obligations under the Secured Documents save as contemplated in this Clause 24.10.

(b) If the Account Bank is not the Security Agent, the Agent nor a Lender nor an Affiliate of the Security Agent, the Agent or a Lender, the Agent (acting on the instructions of the Majority Lenders) may after consultation with the Company require the Account Bank to transfer its rights and obligations under the Secured Documents to, or to an Affiliate of, the Security Agent, the Agent or a Lender.

(c) If so required, the outgoing Account Bank shall make available to its successor such documents and records and provide such assistance as the incoming Account Bank may reasonably request in order to effect the transfer of the Collection Account to that incoming Account Bank and/or for the purpose of enabling that incoming Account Bank to perform its functions (and comply with its obligations) under the Secured Documents.

(d) If the Security Agent so requires, on the change of identity of the Account Bank, the Borrower shall promptly enter into such Security over the Collection Account with that new Account Bank as the Security Agent (acting reasonably) may require in order to ensure that the Security afforded to the Secured Parties over the Collection Account is of equivalent value and effectiveness as the Security purported to be granted over the Collection Account held with the outgoing Account Bank.

(e) The replacement of the Account Bank shall only take effect upon the appointment of a successor.

(f) The incoming Account Bank and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that incoming Account Bank had been an original Party

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25. CHANGES TO THE OBLIGORS

25.1 Assignment and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the approval of all of the Lenders.

25.2 Accession of TSMHL and TSEHL

(a) The Company shall ensure that, with effect immediately prior to the application by the Agent of the proceeds of the first Loan pursuant to the relevant Utilisation Request the provisions of this Agreement, TSMHL shall accede to this Agreement as the sole Borrower and TSEHL shall accede to this Agreement as an additional Guarantor. That accession shall become effective at that time if, prior to the Utilisation Date for that Loan:

(i) the Company delivers to the Agent a duly completed and executed Accession Letter; and

(ii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to both TSMHL and, as applicable, TSEHL, each in form and substance satisfactory to the Agent.

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).

25.3 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by TSMHL and TSEHL that the Repeating Representations and each of the representations set out in Clauses 18.5 (Validity and admissibility in evidence), 18.7 (No filing or stamp taxes), 18.8 (Deduction of Tax), 18.19 (TSMHL) and 18.26 (TSEHL) are true and correct in relation to it as at the date of delivery and, if different, on the first Utilisation Date, as if made by reference to the facts and circumstances then existing.

25.4 Accession of Subordinated Creditors

(a) Subject to paragraph (b) below no person shall become a Subordinated Creditor unless and until:

(i) the Company and that person deliver to the Agent a duly completed and signed Accession Letter;

(ii) the Agent executes a Subordinated Creditor Accession Letter duly completed and signed by the Company and that person; and

(b) No person shall become a Subordinated Creditor if it being a Subordinated Creditor in respect of the Subordinated Debt of TSMHL or TSEHL would breach any law or regulation applicable to it or otherwise conflict in any material respect with any agreement or instrument binding on it or any other member of the Group.

(c) Each Party (other than the relevant person under paragraph (a) above) irrevocably authorises the Agent to execute on its behalf a Subordinated Creditor Accession Letter which has been duly completed and signed on behalf of that person.

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26. ACCESSION OF AND CHANGES TO THE HEDGING BANKS

A Lender or one of its Affiliates may become party to this Agreement as a Hedging Bank and a Hedging Bank may assign any of its rights or transfer any of its rights or obligations under this Agreement, all in accordance with paragraphs 11 and 12 of Schedule 11 (Hedging Bank Provisions).

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SECTION 10

THE FINANCE PARTIES

27. ROLE OF THE AGENT, THE SECURITY AGENT, THE ACCOUNT BANK AND THE ARRANGER

27.1 Appointment of the Agent and the Security Agent

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Secured Party appoints the Security Agent to act as security trustee under and in connection with the Finance Documents in relation to any security interest which is expressed to be or is construed to be governed by English, Indian or Mauritian law, or any other law from time to time designated by the Security Agent and an Obligor.

(c) Each other Secured Party authorises each of the Agent and the Security Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(d) Each other Finance Party authorises each of the Agent (acting on the instructions of the Majority Lenders) and the Arranger to agree, accept and sign on its behalf the terms of any reliance or engagement letter in relation to any report or letter provided by any person in connection with the Finance Documents or the transactions contemplated in them.

(e) Each other Secured Party authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

27.2 Duties of the Agent and the Security Agent

(a) Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. The Agent is not obliged to forward to any Party any Fee Letter or the Mandate Letter.

(b) Without prejudice to Clause 24.7 (Copy of Transfer Certificate or Assignment Agreement to Company), paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement.

(c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Secured Parties.

(e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Secured Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Secured Parties.

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(f) The Agent shall promptly send to the Security Agent such certification as the Security Agent may require pursuant to paragraph 7 (Basis of distribution) of Schedule 6 (Security agency provisions).

(g) The duties of the Agent and the Security Agent under the Finance Documents are solely mechanical and administrative in nature.

27.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

27.4 Role of the Security Agent

The Security Agent shall not be an agent of (except as expressly provided in any Finance Document) any Secured Party under or in connection with any Finance Document.

27.5 Other roles

(a) The Obligors acknowledge that the Agent and the Arranger or their Affiliates may provide debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Obligors or their respective Affiliates may have conflicting interests regarding the transactions contemplated by the Finance Documents and otherwise.

(b) The Agent and the Arranger must not use confidential information obtained from an Obligor or any of their Affiliates by virtue of the transactions contemplated by the Finance Documents in connection with their performance of services for other persons nor furnish any such information to any such other persons.

(c) The Obligors acknowledge that the Agent and the Arranger are not obliged to use in connection with the transactions contemplated by the Finance Documents, or to furnish to any Obligor or its Affiliates, confidential information obtained from any other source.

27.6 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent, the Security Agent (except as expressly provided in any Finance Document) or the Arranger as a trustee or fiduciary of any other person.

(b) All monies held by the Account Bank under this Agreement are held by it as banker. Nothing in this Agreement constitutes the Account Bank as trustee or fiduciary of any other person.

(c) None of the Agent, the Security Agent (except as expressly provided in any Finance Document), the Account Bank or the Arranger shall be bound to account to any Finance Party or the Hedging Bank for any sum or the profit element of any sum received by it for its own account.

27.7 Business with the Group

The Agent, the Security Agent, the Account Bank and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group or any other person.

27.8 Rights and discretions of the Agent, the Account Bank and the Security Agent

(a) The Agent, the Account Bank and the Security Agent may rely on:

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(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; and

(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent, the Account Bank and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Secured Parties or, as the case may be, as security trustee for the Secured Parties) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 (Non-payment)); and

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c) Each of the Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) Each of the Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Obligors and shall disclose the same upon the written request of the Company or the Majority Lenders.

(g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent, the Account Bank or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.9 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) The Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Security Agent under the Finance Documents, in relation to the provisions of Schedule 11 (Hedging Bank Provisions) or any matter affecting the rights of the Hedging Banks (including, for the avoidance of doubt, any decision relating to the preservation of rights in respect of any Security or the enforcement of (or the conduct of such enforcement) any Security), in accordance with any instructions given to it by the Majority Creditors (or, if so instructed by the

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Majority Creditors, refrain from exercising such right, power, authority or discretion vested in it) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Creditors in accordance with this paragraph (b).

(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders or, as applicable, the Majority Creditors will be binding on all the Secured Parties.

(d) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Majority Creditors or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(e) In the absence of instructions from the Lenders (or an appropriate majority of the Lenders or the Majority Creditors), each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders under the Finance Documents.

(f) Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.

27.10 Responsibility for documentation

None of the Agent, the Security Agent or the Arranger:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Hedging Bank, the Security Agent, the Arranger, the Company or any other person given in or in connection with any Secured Document or the Information Memorandum; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Secured Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Secured Document.

27.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 30.11 (Disruption to Payment Systems etc.)), the Agent will not be liable including without limitation for negligence or any other category of liability whatsoever for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent or the Security Agent) may take any proceedings against any officer, employee or agent of the Agent or the Security Agent in respect of any claim it might have against the Agent or the Security Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent or the Security Agent may rely on, enjoy the benefit of and/or enforce the terms of this paragraph in accordance with provisions of the Third Parties Act.

(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply

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with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

(d) Nothing in this Agreement shall oblige the Agent, the Arranger or the Security Agent to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent, the Arranger and the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Arranger or the Security Agent.

27.12 Lenders’ indemnity to the Agent and the Security Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence in relation to any FATCA related liability or any other category of liability whatsoever) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to Payment Systems etc.) notwithstanding the Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.13 Resignation of the Agent, the Security Agent or the Account Bank

(a) The Agent, the Security Agent or the Account Bank may resign and appoint one of its Affiliates as successor, in each case, by giving notice to the other Secured Parties and the Company.

(b) Alternatively the Agent may resign by giving 30 days’ notice to the other Secured Parties and the Company may appoint a successor Agent. Alternatively the Security Agent or the Account bank may resign by giving 30 days’ notice to the other Secured Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Security Agent.

(c) If the Majority Lenders or the Agent have not appointed a successor Agent or, as the case may be, Security Agent or Account Bank in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent or, as the case may be, Security Agent or Account Bank (after consultation with the Company) may appoint a successor Agent, Security Agent or Account Bank.

(d) The retiring Agent, Security Agent or Account Bank shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent, Security Agent or Account Bank under the Finance Documents.

(e) The resignation notice of the Agent, Security Agent or Account Bank shall only take effect upon the appointment of a successor and, in the case of the Security Agent, upon the transfer of all of the Security Property to that successor.

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(f) Upon the appointment of a successor, the retiring Agent, Security Agent or Account Bank shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of this Clause 27. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Company, the Majority Lenders may, by notice to the Agent or, as the case may be, the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent or, as the case may be, the Security Agent, shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Company.

(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 19.8 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 19.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes, after consultation with the Agent, that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

27.14 Replacement of the Agent

(a) If the Agent is an Impaired Agent, after consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

(b) The Impaired Agent shall (at its own cost) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the Impaired Agent. As from this date, the Impaired Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27.14 (and any agency fees for the account of the Impaired Agent shall cease to accrue from (and shall be payable on) that date).

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(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.15 Confidentiality

(a) The Agent (in acting as agent for the Finance Parties) and the Security Agent (in acting as security agent or trustee for the Secured Parties) shall be regarded as acting through its respective agency or security agency or trustee division which, in each case, shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent or, as the case may be, the Security Agent, it may be treated as confidential to that division or department and the Agent or, as the case may be, the Security Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to disclose to any person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of any contractual or fiduciary duty.

27.16 Relationship with the Lenders

(a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formula).

(c) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 32.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 32.2 (Addresses) and paragraph (a)(iii) of Clause 32.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

27.17 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor or any other person for information supplied by it or on its behalf in connection with any Secured Debt Document, each Lender and Hedging Bank confirms to the Agent, the Security Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Secured Debt Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group and the Target Group;

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(b) the legality, validity, effectiveness, adequacy or enforceability of any Secured Debt Document and any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Secured Debt Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Secured Debt Document, the transactions contemplated by the Secured Debt Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Secured Debt Document; and

(d) the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, the Security Agent, any Party or by any other person under or in connection with any Secured Debt Document, the transactions contemplated by the Secured Debt Documents or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Secured Debt Document.

27.18 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

27.19 Security Agent Provisions

The provisions of Schedule 6 (Security agency provisions) shall bind each Party.

27.20 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent or the Security Agent under the Finance Documents the Agent or the Security Agent (as the case may be) may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent or the Security Agent (as the case may be) would otherwise be obliged to make under the Finance Documents, and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

28. CONDUCT OF BUSINESS BY THE SECURED PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Secured Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Secured Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Secured Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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29. SHARING AMONG THE SECURED PARTIES

29.1 Payments to Secured Parties

If a Finance Party (a “Recovering Creditor”) receives or recovers any amount from an Obligor other than (x) in accordance with Clause 30 (Payment mechanics) or (y), in respect of a Hedging Bank only, a Permitted Hedging Payment, (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Creditor shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Creditor shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor as its share of any payment to be made, in accordance with Clause 30.7 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Secured Parties (other than the Recovering Creditor) (the “Sharing Creditors”) in accordance with Clause 30 (Payment Mechanics).

29.3 Recovering Secured Party’s rights

On a distribution by the Agent under Clause 29.2 (Redistribution of payments) of a payment received by a Recovering Creditor from an Obligor, as between the relevant Obligor and the Recovering Creditor, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Creditor becomes repayable and is repaid by that Recovering Creditor, then:

(a) each Sharing Creditor shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor for its proportion of any interest on the Sharing Payment which that Recovering Creditor is required to pay) (the “Redistributed Amount”); and

(b) as between the relevant Obligor and each relevant Sharing Creditor, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

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29.5 Exceptions

(a) This Clause 29 shall not apply to the extent that the Recovering Creditor would not, after making any payment pursuant to this Clause 29, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Creditor is not obliged to share with any other Secured Party any amount which the Recovering Creditor has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Secured Party of the legal or arbitration proceedings; and

(ii) that other Secured Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

30. PAYMENT MECHANICS

30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor (subject to Clause 30.12 (Payments to the Security Agent) or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

30.2 Distributions by the Agent

(a) Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.4 (Distributions to an Obligor) and Clause 30.5 (Clawback) and Clause 30.12 (Payments to the Security Agent), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

30.3 Payments to the Hedging Banks

Any payments to a Hedging Bank in accordance with this Agreement following enforcement of any of the Security Documents or by reason of receipt by TSMHL of Required Proceeds after the Acceleration Date shall be made to such account in the principal financial centre of the country of that currency with such bank as the relevant Hedging Bank specifies by not less than five Business Days’ notice to the Agent and the Security Agent.

30.4 Distributions to an Obligor

The Agent and the Security Agent may (with the consent of an Obligor or in accordance with Clause 31 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.5 Clawback

(a) Where a sum is to be paid to the Agent or the Security Agent under the Finance Documents for another Party, the Agent or, as the case may be, the Security Agent, is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent or the Security Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Agent or, as the case may be, the Security Agent, together with interest on that amount from the

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date of payment to the date of receipt by the Agent, or, as the case may be, the Security Agent, calculated by it to reflect its cost of funds.

30.6 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 30.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 30.6 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 27.14 (Replacement of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 30.6 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 30.2 (Distributions by the Agent).

30.7 Partial payments

(a) If the Agent receives a payment (other than by way of enforcement of any of the Security Documents or by reason of receipt by TSMHL of Required Proceeds after the Acceleration Date) that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent or the Arranger under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) If the Agent or the Security Agent receives a payment by way of enforcement of any of the Security Documents or by reason of receipt by TSMHL of Required Proceeds after the Acceleration Date that is insufficient to discharge all the amounts then due and payable by an Obligor under the Secured Documents, the Security Agent or, as applicable, the Agent shall

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apply that payment towards the obligations of that Obligor under the Secured Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent or the Arranger under the Finance Documents;

(ii) secondly, in or towards payment pro rata of:

(A) any periodical payments (not being payments as a result of termination or closing out) due but unpaid to a Hedging Bank under a Hedging Document; and

(B) any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of:

(A) any payments as a result of termination or closing out due but unpaid to a Hedging Bank under a Hedging Document; and

(B) any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Secured Documents.

(c) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(d) The Agent shall, if directed by all the Lenders and each Hedging Bank, vary the order set in paragraphs (b)(ii) to (iv) above.

(e) Paragraphs (a), (b) and (c) above will override any appropriation made by an Obligor.

30.8 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.9 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.10 Currency of account

(a) Subject to paragraphs (b) to (e) below, Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which the Loan or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

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(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.

(f) A payment of any sum due from an Obligor under any Hedging Document shall be made in the currency in which that sum is denominated on its due date.

30.11 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 37 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

30.12 Payments to the Security Agent

Notwithstanding any other provision of any Finance Document, at any time after any Security created by or pursuant to any Security Document becomes enforceable, the Security Agent may require:

(a) any Obligor to pay all sums due under any Finance Document; or

(b) the Agent to pay all sums received or recovered from an Obligor under any Finance Document,

in each case as the Security Agent may direct for application in accordance with the terms of the Security Documents.

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31. SET-OFF

A Finance Party may set off any matured obligation due from an Obligor which has not been paid when due under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Company, that identified with its name below (and, in the case of TSMHL and TSEHL, identified in the Accession Letter defined under Clause 25.2 (Accession of TSMHL and TSEHL);

(b) in the case of a Subordinated Creditor, that identified in the Accession Letter signed by it;

(c) in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party;

(d) in the case of the Agent, the Account Bank and the Security Agent, that identified with its name below; and

(e) in the case of each Hedging Bank, that notified in the relevant Letter,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if sent by fax before 5 p.m. (local time in the place to which it is sent) on a working day in that place, when sent or, if sent by fax at any other time, at 9 a.m. (local time in the place to which it is sent) on the next working day in that place, provided, in each case, that the person sending the fax shall have received a transmission receipt; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

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and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer. For this purpose, working days are days other than Saturdays, Sundays and bank holidays.

(b) Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by it and then only if expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or officer as it shall specify for this purpose).

(c) All notices to or from an Obligor shall be sent through the Agent.

32.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 32.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

32.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

32.6 Electronic communication

(a) Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

32.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

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(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Secured Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and Determinations

Any certification or determination by a Secured Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

34. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. US BANKS

(a) Notwithstanding any other provision in the Finance Documents, each Obligor hereby agrees that a Lender (and each employee, representative, or other agent of that Lender) may disclose to any and all persons, without limitation of any kind, the US tax treatment and US tax structure of the transactions contemplated by the Finance Documents and all materials of any kind (including opinions or other tax analyses) that are provided to that Lender relating to such US tax treatment and US tax structure.

(b) Each Obligor acknowledges that to the extent the Finance Documents or any transaction contemplated under the Finance Documents would constitute a “confidential transaction” that each Lender intends to submit details of the transactions contemplated by the Finance Documents to the IRS or to maintain a list regarding details of such transactions for review by the IRS upon its request.

36. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other

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right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

37. AMENDMENTS AND WAIVERS

37.1 Required consents

(a) Subject to Clause 37.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 37.

(c) No amendment or waiver may be made before the date falling ten Business Days after the terms of that amendment or waiver have been notified by the Agent to the Lenders, unless each Lender is a “FATCA Protected Lender”. The Agent shall notify the Lenders reasonably promptly of any amendments or waivers proposed by the Company.

37.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable (it being agreed that a waiver (other than a waiver which stops default interest from accruing under Clause 8.3 (Default interest)) of a Default would not constitute such a reduction);

(iv) the currency of payment of any amount under the Finance Documents;

(v) an increase in or an extension of any Commitment or the Total Commitments or the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(vi) a change to an Obligor (other than as contemplated in Clause 25.2 (Accession of TSMHL and TSEHL);

(vii) any provision which expressly requires the consent of all the Lenders;

(viii) Clause 2.2 (Finance Parties’ rights and obligations), Clause 24 (Changes to the Lenders), Clause 29 (Sharing among the Secured Parties) or this Clause 37;

(ix) Clause 7.2 (Change of Control) or Clause 7.3 (Mandatory prepayment) (other than an amendment or waiver which has the effect of changing any notice period for prepayment);

(x) the manner in which the proceeds of the enforcement of any Security created pursuant to any Security Document are distributed;

(xi) the order of priority or subordination under any of Clause 21.28 (Subordination), Schedule 12 (Subordination) or the Intercreditor Deed;

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(xii) the nature or scope of the guarantee or indemnity granted under Clause 17.1 (Guarantee and indemnity);

(xiii) the nature or scope of the Charged Assets except to the extent that it relates to the sale or disposal of a Charged Asset where that sale or disposal is expressly permitted under this Agreement or any other Finance Document;

(xiv) the release of any Security created pursuant to any Security Document or of any Charged Asset,

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, the Account Bank, the Hedging Bank or the Arranger may not be effected without the consent of the Agent, the Security Agent, the Account Bank, the Hedging Bank or as the case may be, the Arranger.

(c)

(i) If a Finance Party reasonably believes that an amendment or waiver may constitute a “material modification” for the purposes of FATCA that may result (directly or indirectly) in a Party being required to make a FATCA Deduction and that Finance Party (as the case may be) notifies the Company and the Agent accordingly, that amendment or waiver may, subject to paragraph (ii) below, not be effected without the consent of that Finance Party (as the case may be).

(ii) The consent of a Lender shall not be required pursuant to paragraph (c)(i) of this Clause 37.2 if that Lender is a FATCA Protected Lender, provided that such Lender’s Commitments shall nevertheless be included for the purpose of ascertaining whether the agreement of any given percentage (including for the avoidance of doubt, unanimity) of the Total Commitments, has been obtained in respect of any requirement under this Clause 37 for the Lenders to consent to the relevant amendment or waiver.

37.3 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

(b) For the purposes of this Clause 37.3, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

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unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

37.4 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 20 Business Days’ prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, and which is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii) the transfer must take place no later than 30 days after the notice referred to in paragraph (a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

38. CONFIDENTIALITY

38.1 Confidential Information

Each Secured Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 38.2 (Disclosure of Confidential Information) and Clause 38.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

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38.2 Disclosure of Confidential Information

Without prejudice to any Secured Party’s right to disclose Confidential Information relating to any Obligor whether under the common law or the Banking Act, Chapter 19 of the laws of Singapore (as amended or re-enacted from time to time, the “Banking Act”) or otherwise, any Secured Party, its officers (as defined in the Banking Act) and agents and all persons to whom Section 47 of the Banking Act applies may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, service providers, auditors, partners and Representatives such Confidential Information as that Secured Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or an Obligor and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers and service providers;

(iii) appointed by any Secured Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 27.16 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 24.8 (Security over Lenders’ rights);

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(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii) who is a Party; or

(ix) with the consent of the Company;

in each case, such Confidential Information as that Secured Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Secured Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Secured Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide:

(i) administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents;

(ii) operational functions for a Secured Party; or

(iii) administrative or technological services to a Secured Party in order to support the regular function of banking services,

such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive; and

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(d) to any rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection to, that Secured Party or any affiliate of that Secured Party.

38.3 Disclosure to numbering service providers

(a) Any Secured Party may disclose to any national or international numbering service provider appointed by that Secured Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of the Obligors;

(ii) country of domicile of the Obligors;

(iii) place of incorporation of the Obligors;

(iv) date of this Agreement;

(v) the names of the Agent and the Arranger;

(vi) date of each amendment and restatement of this Agreement;

(vii) amount of Total Commitments;

(viii) currencies of the Facility;

(ix) type of Facility;

(x) Final Maturity Date for the Facility;

(xi) changes to any of the information previously supplied pursuant to paragraphs (i) to (x) above; and

(xii) such other information agreed between such Secured Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in paragraphs (a)(i) to (xii) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Agent shall notify the Company and the other Secured Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

38.4 Entire agreement

This Clause 38 constitutes the entire agreement between the Parties in relation to the obligations of the Secured Parties under the Finance Documents regarding Confidential

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Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

38.5 Inside information

Each of the Secured Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Secured Parties undertakes not to use any Confidential Information for any unlawful purpose.

38.6 Notification of disclosure

Each of the Secured Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 38.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 38.

38.7 Continuing obligations

The obligations in this Clause 38 are continuing and, in particular, shall survive and remain binding on each Secured Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Secured Party otherwise ceases to be a Secured Party.

39. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

40. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

41. ENFORCEMENT

41.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 41.1 is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

41.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, TSMHL and TSEHL:

(a) with effect from the date on which their accession to this Agreement becomes effective in accordance with Clause 25.2 (Accession of TSMHL and TSEHL) irrevocably appoint the Company (and the Company hereby accepts its appointment) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify TSMHL or TSEHL of the process will not invalidate the proceedings concerned.

41.3 Consent to Enforcement etc.

Each Obligor irrevocably and generally consents in respect of any proceedings anywhere in connection with any Finance Document to the giving of any relief or the issue of any process in connection with those proceedings including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.

41.4 Waiver of consequential damages etc.

(a) Each Obligor irrevocably agrees that, in connection with the Finance Documents and the transactions contemplated thereby, no Finance Party nor any of their respective Affiliates, officers, employees or agents shall be liable to that Obligor (except to the extent of its own gross negligence or wilful misconduct) nor liable, on any theory of liability, for any special, indirect

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consequential or punitive damages and each Obligor agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.

(b) Any third party referred to in paragraph (a) above may enjoy the benefit of or enforce the terms of that paragraph in accordance with the provisions of the Third Parties Act.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL LENDERS

Name of Original Lender	Commitment (US$)
BANK OF AMERICA, N.A.		200,000,000
BARCLAYS BANK PLC		200,000,000
CITIBANK, N.A.		200,000,000
JP MORGAN CHASE BANK N.A., SINGAPORE BRANCH		200,000,000
THE ROYAL BANK OF SCOTLAND PLC		200,000,000
STANDARD CHARTERED BANK		200,000,000
Total		1,200,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

PART I

THE COMPANY

1. Company and Original Subordinated Creditor

(a) A copy of the constitutional documents of the Company and the Original Subordinated Creditor.

(b) A copy of resolutions of the board of directors or equivalent body of the Company and the Original Subordinated Creditor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certificate of the Company (signed by a director) confirming that guaranteeing the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

(e) A certificate of an authorised signatory of the Company and the Original Subordinated Creditor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Legal opinions

A legal opinion of each of:

(a) Linklaters Singapore Pte. Ltd., legal advisers to the Arranger, the Security Agent and the Agent in England;

(b) Walkers, legal advisers to the Arranger, the Security Agent and the Agent in Jersey; and

(c) Amarchand & Mangaldas & Suresh A. Shroff & Co., in respect of the ability to Sesa Goa to acquire Cairn India Shares from TSMHL,

each in a form and substance satisfactory to the Finance Parties.

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3. Financial information

Certified copies of the Original Financial Statements.

4. Other documents and evidence

(a) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

(b) Evidence that each Fee Letter has been duly executed by the parties to it.

(c) Evidence satisfactory to the Agent that each Lender has carried out and is satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(d) The Group Structure Chart.

(e) A copy of the notice of prepayment delivered under Clause 7.7 (Voluntary prepayment) of the Existing Facilities Agreement giving irrevocable notice that all the outstanding loans under that agreement are to be prepaid in full on the initial Utilisation Date.

(f) A copy of a duly executed deed of release of all Security granted under or in connection with the Existing Facilities Agreement.

(g) A copy of the notice of cancellation or, as applicable, prepayment delivered under Clause 7.4 (Mandatory cancellation – Term Facility/Refinancing Notes) of the B2B Facility Agreement giving irrevocable notice that the outstanding loan under the B2B Facility is to be prepaid in full on the initial Utilisation Date or otherwise cancelling the commitments in respect of the B2B Facility in full.

(h) Agreed Forms of all Security Documents to be entered into pursuant to Clause 21.27 (Security Documents).

(i) A list of specimen signatures and contact details for each person who has signing rights in respect of the Accounts.

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PART II

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY TSMHL/TSEHL

1. An Accession Letter, duly executed by the Company, TSMHL and TSEHL.

2. A copy of the constitutional documents of each of TSMHL and TSEHL.

3. A copy of a resolution of the board of directors of each of TSMHL and TSEHL:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to TSMHL, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.

4. A copy of special resolutions of each of the shareholders of TSMHL and TSEHL approving the terms of, and the transactions contemplated by, the Finance Documents to which TSMHL or TSEHL (as applicable) is a party and resolving that TSMHL or TSEHL (as applicable) executes the Finance Documents to which it is a party.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

6. A certificate of each of TSMHL and TSEHL (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

7. A certificate of an authorised signatory of each of TSMHL and TSEHL certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8. A legal opinion of Linklaters Singapore Pte Ltd, legal advisers to the Arranger and the Agent in England.

9. A legal opinion of Appleby the legal advisers to the Arranger and the Agent in Mauritius.

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PART III

CONDITIONS RELATING TO SECURITY DOCUMENTS

1. TSMHL/TSEHL

(a) A copy of the constitutional documents of TSEHL and TSMHL (or a certificate of an authorised signatory of TSMHL or, as applicable, TSEHL confirming that the constitutional documents most recently provided under this Agreement have not been amended or varied in any respect).

(b) A copy of a resolution of the board of directors or equivalent body of TSEHL and TSMHL:

(i) approving the terms of, and the transactions contemplated by, the Security Documents to which it is a party and resolving that it execute the Security Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Security Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Security Documents to which it is a party.

(c) A copy of a special resolution of each of the shareholders of TSMHL and TSEHL approving the terms of, and the transactions contemplated by, the Security Documents to which TSMHL or, as applicable, TSEHL is a party and resolving that TSMHL or, as applicable, TSEHL executes the Security Documents to which it is a party.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(e) A certificate of an authorised signatory of TSMHL and TSEHL certifying that each copy document relating to it specified in this Part III of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of each Security Document.

2. Security

Confirmation from the Security Agent that it has received each of the following documents in form and substance satisfactory to it:

(a) A copy of each Security Document, duly executed by the parties to it;

(b) The share certificates (and undated transfer of share forms signed by TSEHL in the form set out in Appendix I to the Borrower Share Pledge) in relation to the entire issued share capital of TSMHL;

(c) The duly executed power of attorney in the form set out in Appendix I to the Borrower Share Pledge;

(d) Undated letters of resignation from each director of TSMHL in the form set out in Appendix 3 to the Borrower Share Pledge;

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(e) Evidence that the entry in the register of pledges of TSMHL in the form set out in Appendix 4 to the Borrower Share Pledge has been made; and

(f) Notice of assignment in respect of the Account Charge duly countersigned by the Account Bank.

3. Legal opinions

A legal opinion of each of:

(a) Linklaters Singapore Pte Ltd, legal advisers to the Arranger, the Security Agent and the Agent in England; and

(b) Appleby, legal advisers to the Arranger, the Security Agent and the Agent in Mauritius,

in form and substance satisfactory to the Finance Parties.

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SCHEDULE 3

REQUESTS

PART I

UTILISATION REQUEST

From:	Vedanta Resources PLC as agent of the Borrower
To:	Standard Chartered Bank as Agent
Dated:

Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[                    ] or, if that is not a Business Day, the next Business Day)
Loan amount	US$ [            ] or, if less, the Available Facility
Interest Period in respect of the Loan	[                    ]

3. The proposed Loan [is not a Certain Fund Loans/is a Certain Funds Loan and the proceeds of the Loan are to be applied [ — ]].*

4. We confirm that:

(a) no Default is continuing or would result from the proposed Loan;

(b) the Repeating Representations to be made by the Obligors are true in all material respects.

4. The proceeds of the Loan should be credited as follows: [                    ]

[specify relevant Account consistent with Clause 5.2(a)(iv)]

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for Vedanta Resources PLC

* To specify purpose for which proceeds are to be applied consistent with paragraph (d) or (e) (to the extent applicable) of Clause 4.2 (Further conditions precedent)

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PART II

SELECTION NOTICE

From:	Vedanta Resources PLC as agent of the Borrower
To:	Standard Chartered Bank as Agent
Dated:

Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the Loan[s] with an Interest Period ending on [                    ].

3. We request that the next Interest Period for the above Loan[s] is [                    ].

4. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

Vedanta Resources PLC

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SCHEDULE 4

MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England, the Financial Conduct Authority and/or the Prudential Regulation Authority (or, in each case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

Ex 0.01	per cent. per annum.
300

Where:

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Fees Rules” means the rules on periodic fees contained in the Financial Conduct Authority Fees Manual and/or the Prudential Regulation Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. The resulting figure shall be rounded to four decimal places.

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7. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Conduct Authority or the Prudential Regulation Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Conduct Authority or Prudential Regulation Authority (as applicable) pursuant to the Fees Rules in respect of the relevant financial year of the Financial Conduct Authority or Prudential Regulation Authority (as applicable) (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9. The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above.

10. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13. The Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Conduct Authority, the Prudential Regulation Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To:	Standard Chartered Bank (the “Agent”)
From:	[                    ] (the “Existing Lender”) and [                    ] (the “New Lender”)

Dated:

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 24.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 24.5 (Procedure for transfer).

(b) The proposed Transfer Date is [                    ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing Lenders).

4. The New Lender confirms it is a “New Lender” within the meaning of Clause 24.1 (Assignments and transfers by the Lenders).

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                    ].

[                    ]

By:

144

SCHEDULE 6

SECURITY AGENCY PROVISIONS

1. Definitions

In this Schedule:

“Security Property” means all right, title and interest in, to and under any Security Document, including:

(a) the Charged Assets;

(b) the benefit of the undertakings in any Security Document; and

(c) all sums received or recovered by the Security Agent pursuant to any Security Document and any assets representing the same.

2. Declaration of trust

The Security Agent and each other Secured Party agree that the Security Agent shall hold the Security Property in trust for the benefit of the Secured Parties on the terms of the Secured Documents.

3. Defects in Security

The Security Agent shall not be liable for any failure or omission to perfect, or defect in perfecting, the Security created pursuant to any Security Document, including:

(a) failure to obtain any Authorisation for the execution, validity, enforceability or admissibility in evidence of any Security Document; or

(b) failure to effect or procure registration of or otherwise protect or perfect any of the Security created by the Security Documents under any laws in any territory.

4. No enquiry

The Security Agent may accept without enquiry, requisition, objection or investigation such title as any Obligor may have to any Charged Assets.

5. Retention of documents

The Security Agent may hold title deeds and other documents relating to any of the Charged Assets in such manner as it sees fit (including allowing any Obligor to retain them).

6. Indemnity out of Security Property

The Security Agent and every receiver, delegate, attorney, agent or other similar person appointed under any Security Document may indemnify itself out of the Security Property against any cost, loss or liability incurred by it in that capacity (otherwise than by reason of its own gross negligence or wilful misconduct).

7. Basis of distribution

To enable it to make any distribution, the Security Agent may fix a date as at which the amount of the Liabilities is to be calculated and may require, and rely on, a certificate from any Secured Party giving details of:

145

(a) any sums due or owing to any Secured Party as at that date; and

(b) such other matters as it thinks fit.

8. Rights of Security Agent

The Security Agent shall have all the rights, privileges and immunities which gratuitous trustees have or may have in England, even though it is entitled to remuneration.

9. No duty to collect payments

The Security Agent shall not have any duty:

(a) to ensure that any payment or other financial benefit in respect of any of the Charged Assets is duly and punctually paid, received or collected; or

(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Charged Assets.

10. Appropriation

(a) Each Party irrevocably waives any right to appropriate any payment to, or other sum received, recovered or held by, the Security Agent in or towards payment of any particular part of the Liabilities and agrees that the Security Agent shall have the exclusive right to do so.

(b) Paragraph (a) above will override any application made or purported to be made by any other person.

11. Investments

All money received or held by the Security Agent under the Secured Documents may, in the name of, or under the control of, the Security Agent:

(a) be invested in any investment it may select; or

(b) be deposited at such bank or institution (including itself any other Secured Party or any Affiliate of any Secured Party) as it thinks fit.

12. Suspense Account

Subject to paragraph 13 below the Security Agent may:

(a) hold in an interest bearing suspense account any money received by it from any Obligor; and

(b) invest an amount equal to the balance from time to time standing to the credit of that suspense account in any of the investments authorised by paragraph 11 above.

13. Timing of Distributions

Distributions by the Security Agent shall be made as and when determined by it.

14. Delegation

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(a) The Security Agent may:

(i) employ and pay an agent selected by it to transact or conduct any business and to do all acts required to be done by it (including the receipt and payment of money);

(ii) delegate to any person on any terms (including power to sub-delegate) all or any of its functions; and

(iii) with the prior consent of the Majority Lenders, appoint, on such terms as it may determine, or remove, any person to act either as separate or joint security trustee or agent with those rights and obligations vested in the Security Agent by this Agreement or any Security Document.

(b) The Security Agent will not be:

(i) responsible to anyone for any misconduct or omission by any agent, delegate or security trustee or agent appointed by it pursuant to paragraph (a) above; or

(ii) bound to supervise the proceedings or acts of any such agent, delegate or security trustee or agent,

provided that it exercises reasonable care in selecting that agent, delegate or security trustee or agent.

15. Unwinding

Any appropriation or distribution which later transpires to have been or is agreed by the Security Agent to have been invalid or which has to be refunded shall be refunded and shall be deemed never to have been made.

16. Lenders

The Security Agent shall be entitled to assume that each Lender is a Lender unless notified by the Agent to the contrary.

17. Disapplication

Section 1 of the Trustee Act 2000 shall not apply to the duties and powers of the Security Agent in relation to the trusts constituted by any Finance Document save to the extent required by law. Where there are inconsistencies between the Trustee Act 1925 and the Trustee Act 2000 and the express provisions of any such Finance Document, the provisions of such Finance Document shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of such Finance Document shall constitute a restriction or exclusion for the purposes of that Act.

147

SCHEDULE 7

FORM OF ASSIGNMENT AGREEMENT

To:	Standard Chartered Bank as Agent and Vedanta Resources PLC
From:	[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)
Dated:

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 24.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitments and participations in Loans under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Loans under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [                    ].

4. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

5. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing Lenders).

6. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 24.7 (Copy of Transfer Certificate or Assignment Agreement to Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

7. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

8. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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9. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

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THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [                    ].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

Standard Chartered Bank

By:

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SCHEDULE 8

FORM OF ACCESSION LETTER

To:	Standard Chartered Bank as Agent
From:	[Twin Star Mauritius Holdings Limited, Twin Star Energy Holdings Limited and Vedanta Resources PLC]/[Proposed Hedging Bank]
Dated:	[—] 2013
Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Twin Star Mauritius Holdings Limited]/[Proposed Hedging Bank] agrees to become [the Borrower]/[a Hedging Bank] and to be bound by the terms of the Agreement [as the Borrower pursuant to Clause 25.2 (Accession of TSMHL and TSEHL) of the Agreement]/[as a Hedging Bank].

3. [Twin Star Energy Holdings Limited agrees to become a Guarantor and to be bound by the terms of the Agreement as a Guarantor pursuant to Clause 25.2 (Accession of TSMHL and TSEHL) of the Agreement.]¹

4. [The Company confirms that no Default is continuing or would occur as a result of TSMHL becoming the Borrower or TSEHL becoming a Guarantor (including, without limitation, by reason of the operation of Clause 25.3 (Repetition of Representations))].¹

5. TSMHL and TSEHL each irrevocably confirm and acknowledge that it has been provided with a copy of the Utilisation Request issued by the Company dated [—] 2013 requesting a Loan of US$[—] and that the Loan will be borrowed and applied by TSMHL consistent with Clauses 3 (Purpose) to 5 (Utilisation).¹

6. [Twin Star Mauritius Holdings Limited’s administrative details are as follows:

Address:

Fax No:

Attention:

7. [Twin Star Energy Holdings Limited’s administrative details are as follows:

Address:

Fax No:

Attention:]¹

¹  [To be included in event of TSMHL/TSEHL Accession.]

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8. [Details of the Hedging Document are as follows:

Date:

Parties: [Proposed Hedging Bank] and Twin Star Mauritius Holdings Limited [Others?]

Terms: [Insert brief summary of type of contract].]²

9. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Accession Letter has been delivered as a deed on the date stated at the beginning of this Accession Letter.

[Appropriate deed execution blocks to be included]

Vedanta Resources PLC

By:

[Twin Star Mauritius Holdings Limited

By:

[Twin Star Energy Holdings Limited]/[Proposed Hedging Bank]

By:

²  [To be included in event of Hedging Bank Accession.]

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SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE

To:	Standard Chartered Bank as Agent
From:	Vedanta Resources PLC
Dated:
Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

We confirm that:

(a) the ratio of Total Net Borrowings as at the Test Date to EBITDA for the Relevant Period ending on the Test Date was [                    ] to 1;

(b) the ratio of Subsidiary Net Borrowings as at the Test Date to EBITDA for the Relevant Period ending on the Test Date was [                    ] to 1;

(c) the ratio of EBITDA for the Relevant Period ending on the Test Date to Net Interest Expense Period for the Relevant Period ending on the Test Date was [                    ] to 1;

(d) the ratio of Total Net Assets on the Test Date to Borrowings on the Test Date was [                    ] to 1;

(e) [the Material Subsidiaries are:

(i) [                    ];

(ii) [                    ]; and

(iii) [                    ].]

(f) [We confirm that no Default is continuing.]*

Signed:	Signed:
Chief Financial Officer	Director/Authorised signatory of
Vedanta Resources PLC	Vedanta Resources PLC

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

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SCHEDULE 10

TIMETABLES

“D – ” refers to the number of Business Days before the Utilisation Date/the first day of the relevant Interest Period.

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of the Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	D – 3* 10:00 a.m.
Agent notifies the Lenders of the Loans in accordance with Clause 5.4 (Lenders’ participation)	D – 3* 5:00 p.m.
LIBOR is fixed	Quotation Day as of 11:00 a.m. (all times are London time)

* If Business Day specified will fall on or after the relevant Quotation Day, then the Specified Time shall be 10.00 a.m. or 1.00 p.m. (as applicable) on the Business Day immediately preceding the Quotation Day.

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SCHEDULE 11

HEDGING BANK PROVISIONS

1. Definitions

In this Schedule:

“1992 ISDA Master Agreement” means the 1992 Multicurrency Cross-Border Master Agreement as published by the International Swaps and Derivatives Association Inc..

“2002 ISDA Master Agreement” means the 2002 Master Agreement published by the International Swaps and Derivatives Association Inc..

“Close Out Netting” means:

(a) in respect of a Hedging Document based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set off (as defined in the 1992 ISDA Master Agreement); and

(b) in respect of a Hedging Document based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement.

“Early Termination Date” means an Early Termination Date (as defined in the relevant Hedging Document).

“Enforcement Action” means any action of any kind to:

(a) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of any Hedging Debt;

(b) recover all or any part of any Hedging Debt from TSMHL or TSEHL (including by exercising any set-off, other than:

(i) as required by law;

(ii) Close Out Netting by a Hedging Bank;

(iii) Payment Netting by a Hedging Bank;

(iv) Inter-Hedging Document Netting by a Hedging Bank; and

(v) as expressly permitted under the Finance Documents to the extent that the exercise of that right gives effect to a Permitted Payment in respect of Hedging Debt;

(c) exercise or enforce any right under any guarantee or any right in respect of any Security, in each case, granted in relation to (or given in support of) all or any part of any Secured Debt against TSMHL or TSEHL;

(d) petition for (or take or support any other step which may lead to) an Insolvency Event in relation to TSMHL or TSEHL in respect of any Secured Debt only; or

155

(e) sue, claim or bring proceedings against TSMHL or TSEHL in respect of any Secured Debt.

“Hedging Recoveries” means the aggregate of all moneys and other assets received or recovered (whether by way of payment, in cash or in kind, or the exercise of any set-off) from time to time by any Hedging Bank under or in connection with any Hedging Debt.

“Inter-Hedging Document Netting” means the exercise of any right of set-off, account combination, close out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedging Bank against liabilities owed to TSMHL by that Hedging Bank under a Hedging Document in respect of Hedging Debt owed to that Hedging Bank by TSMHL under another Hedging Document.

“ISDA Master Agreement” means the 1992 ISDA Master Agreement or the 2002 ISDA Master Agreement.

“Payment Netting” means netting under section 2(c) of the relevant ISDA Master Agreement forming part of a Hedging Document.

“Permitted Enforcement Action” means any action of any kind:

(a) to demand payment, declare prematurely due and payable or otherwise seek to accelerate, or place on demand, all or any part of any Hedging Debt (including designating an Early Termination Date, or terminating, or closing out any transaction under, any Hedging Document prior to its stated maturity, or demanding payment of any amount which would become payable on or following an Early Termination Date or any such termination or close out) but in each case only to the extent required and for the purposes of taking any other Permitted Enforcement Action against the Company;

(b) to terminate or close out in whole or in part any hedging transaction under any Hedging Document prior to its stated maturity if:

(i) in relation to a Hedging Document which is based on the 1992 ISDA Master Agreement:

(A) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); or

(B) an event similar in meaning and effect to a “Force Majeure Event” (as defined in paragraph (ii) below); or

(ii) in relation to a Hedging Document which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement),

has occurred in respect of that Hedging Document;

(c) to demand payment from and recover from the Company all or any part of any Hedging Debt (including by exercising any set-off, save as required by law) under and in accordance with any guarantee contained in a Hedging Document;

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(d) to exercise or enforce any right against the Company under or in connection with any guarantee contained in a Hedging Document;

(e) to petition for (or take or support any other step which may lead to) an Insolvency Event in relation to the Company in respect of any claim under any guarantee contained in a Hedging Document;

(f) to sue, claim or bring proceedings against the Company in respect of any claim under any guarantee contained in a Hedging Document; or

(g) taken with the consent of the Security Agent.

“Permitted Payments” means the payments, receipts and set-offs permitted by paragraph 5 (Permitted hedging payments) of this Schedule 11 (Hedging Bank Provisions) as long as they are so permitted.

2. Undertakings

(a) From the first Utilisation Date until the Final Discharge Date:

(i) TSMHL shall not enter or permit to subsist any Permitted Hedging Transaction other than for the purpose of hedging its exposure to interest rate movements in respect of the Loans and only if the counterparty thereto is a party to this Agreement as a Hedging Bank;

(ii) no Hedging Bank shall demand or receive, and no Obligor shall (and the Company shall ensure that no other member of the Group will) make, any payment of any principal, interest or other amount on or in respect of, or any distribution in respect of, any Hedging Debt in cash or in kind, except as permitted by paragraph 5 (Permitted hedging payments) of this Schedule 11 (Hedging Bank Provisions);

(iii) no Hedging Bank shall apply any money or property in or towards discharge of any Hedging Debt, except as permitted by paragraph 5 (Permitted hedging payments) of this Schedule 11 (Hedging Bank Provisions);

(iv) no Hedging Bank or Obligor shall exercise any set-off against any Hedging Debt, except as permitted by paragraph 5 (Permitted hedging payments) of this Schedule 11 (Hedging Bank Provisions);

(v) no Hedging Bank shall permit to subsist or receive, and no Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist, any Security or Quasi-Security, or any guarantee, for, or in respect of, any Hedging Debt, other than under any Security Document or any guarantee given by the Company or TSEHL pursuant to the terms of a Hedging Document;

(vi) no Hedging Bank or Obligor shall permit any Hedging Debt to be evidenced by a negotiable instrument; and

(vii) no Hedging Bank shall convert any Hedging Debt into shares of an Obligor.

(b) Paragraph (a) above does not apply to any action arising as a result of:

(i) any prior consent of the Security Agent; or

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(ii) any action permitted by paragraph 7 (Enforcement by Hedging Banks) of this Schedule 11 (Hedging Bank Provisions).

3. Hedging Documents

(a) Each Hedging Bank shall promptly provide to the Security Agent copies of all Hedging Documents to which that Hedging Bank is a party.

(b) Each Hedging Document shall:

(i) be satisfactory in form and substance to the Security Agent acting reasonably;

(ii) be based on an ISDA Master Agreement;

(iii) in respect of the 2002 ISDA Master Agreement, provide for two way payments or, in respect of the 1992 ISDA Master Agreement, select the “Second Method” and “Market Quotation” (each as defined in the relevant Hedging Document), in the event of termination of a transaction, whether upon a Termination Event or an Event of Default (each as defined in the relevant Hedging Document);

(iv) provide that the relevant Hedging Bank will, if so requested by the Security Agent under paragraph (b) of paragraph 5 (Permitted hedging enforcement), following the occurrence of the Acceleration Date, be entitled to designate an Early Termination Date under or otherwise terminate each Hedging Document to which it is a party and each transaction under the relevant Hedging Document; and

(v) only relate to a Permitted Hedging Transaction entered into by TSMHL in order to hedge its interest rate exposure in respect of the Facility.

4. Amendments to Hedging Documents

No Hedging Bank or Obligor (and the Company shall ensure that no other member of the Group will) shall amend or give any waiver or consent under any provision of any Hedging Document which would result in any Hedging Document ceasing to comply with the requirements of this Schedule.

5. Restrictions on enforcement by the Hedging Banks

(a) Subject to paragraph 5 (Permitted Hedging Payments) below, no Hedging Bank shall, except with the prior consent of the Security Agent, take any Enforcement Action in relation to any Hedging Debt other than any Permitted Enforcement Action.

(b) Notwithstanding the terms of any Hedging Document, unless required by any relevant ISDA netting opinion, “Automatic Early Termination” shall not apply where the Obligor is the “Defaulting Party” (each as defined in the ISDA Master Agreement).

6. Permitted hedging payments

Unless the Acceleration Date has occurred:

(a) TSMHL may pay, and the Hedging Banks may receive and retain, including by way of set-off:

(i) scheduled payments in respect of Hedging Debt arising under; and

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(ii) payments due from TSMHL arising as a result of the operation of:

(A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Document is based on a 1992 ISDA Master Agreement) of; or

(B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document (if the Hedging Document is based on a 2002 ISDA Master Agreement) of; and

(b) the Company may pay, and the Hedging Banks may receive and retain, including by way of set-off any payment due and payable under the terms of the guarantee provided pursuant to,

the form of the Hedging Documents in place as at the date of accession of such Hedging Bank to this Agreement (subject to any amendments permitted by this Agreement).

7. Enforcement by Hedging Banks

(a) On and from the occurrence of the Acceleration Date, each Hedging Bank will, promptly after a request by the Security Agent, designate an Early Termination Date under or terminate, and close out each transaction under, each Hedging Document to which it is a party, provided that, subject to paragraph 5 (Permitted hedging payments) of this Schedule 11 (Hedging Bank Provisions), each Hedging Bank shall take no other Enforcement Action in relation to any Hedging Debt other than any Permitted Enforcement Action.

(b) On or following:

(i) the designation of an Early Termination Date or other termination as provided in paragraph (a) above or occurring as a result of any Permitted Enforcement Action; or

(ii) the occurrence of the Acceleration Date,

any amount which falls due from a Hedging Bank to TSMHL pursuant to a Hedging Document shall be paid by that Hedging Bank to the Security Agent promptly for application in accordance with Clause 30.7 (Partial payments).

8. Turnover recoveries

(a) Until the Final Discharge Date, if any Intercompany Lender or Hedging Bank receives or recovers any Intercompany Loan Recoveries or, as applicable, Hedging Recoveries except for any Permitted Payment, that Party shall:

(i) within three Business Days of the receipt or recovery, notify details of that receipt or recovery to the Common Security Agent;

(ii) hold any such Intercompany Loan Recoveries or, as the case may be, any such Hedging Recoveries received by it, up to the aggregate of all amounts which may be or become

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payable as Secured Debt, on trust for the Secured Parties for application towards the Secured Debt in accordance with Clause 16 (Application of recoveries); and

(iii) pay an amount equal to any such Intercompany Loan Recoveries, or as the case may be, any such Hedging Recoveries (or, where the receipt or recovery is by way of discharge by set-off, an equivalent amount), up to the aggregate of all amounts which may be or become payable as Secured Debt, to the Common Security Agent for application towards the Secured Debt in accordance with Clause 16 (Application of recoveries).

(b) Nothing in this paragraph 8 or any other provision of this Schedule is intended to or shall create a charge or security interest.

9. Defaults and acceleration

Each of the Hedging Banks will promptly notify the Agent, the other Hedging Banks and the Security Agent of the occurrence of:

(h) an Event of Default or potential event of default (however described, including any termination event) under or in breach of any Finance Document; or

(i) any Acceleration Date,

in each case, of which it has actual knowledge.

10. Amounts of Debt

(a) Each Hedging Bank shall, on request by the Security Agent from time to time, notify the Agent and the Security Agent of the Notional Amount (as defined in the relevant Hedging Document) of each Hedging Document to which it is a party and the residual maturity of each such Hedging Document.

(b) If any Hedging Bank does not, promptly on request, notify the Security Agent of any matter pursuant to paragraph (a) above, the Security Agent may assume that the Notional Amount (as defined in the relevant Hedging Document) of each relevant Hedging Document is that set out in that Hedging Document and may calculate the residual maturity of each relevant Hedging Document by reference to that Hedging Document.

11. Accession of Hedging Banks

(a) No person entering into any transaction with TSMHL in connection with protection against or benefit from fluctuation in any rate or price will be entitled to share in any Security created by any Security Document in respect of any of the moneys, debts or liabilities arising under or in connection with that transaction or benefit from any provision of this Agreement unless and until:

(i) the proposed hedging transaction is a Permitted Hedging Transaction;

(ii) that person has become a Hedging Bank in accordance with paragraph (b) below; and

(iii) the Hedging Documents relating to that transaction comply with paragraph 3 (Hedging Documents) of this Schedule 11 (Hedging Bank Provisions).

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(b) In the case of paragraph (a) above, that person shall become a Hedging Bank if:

(i) that person delivers to the Security Agent a duly completed and signed Accession Deed; and

(ii) the Security Agent executes an Accession Deed duly completed and signed on behalf of that person.

(c) Each Party (other than the relevant proposed Hedging Bank under paragraph (a) above) irrevocably authorises the Security Agent to execute on its behalf any Accession Deed which has been duly completed and signed on behalf of that proposed Hedging Bank.

(d) Delivery of an Accession Deed by the Hedging Bank constitutes confirmation by the Hedging Bank that each of the representations set out in Clause 18 (Representations) is true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

12. Assignments and transfers by Hedging Banks

(e) No Hedging Bank may assign any of its rights or transfer any of its rights or obligations under, or declare or create any trust of any of its rights, title, interest or benefits under, this Agreement or any Hedging Document (including any Hedging Recoveries owing to it):

(i) except as permitted under the relevant Hedging Document; and

(ii) unless and until the proposed Hedging Bank accedes to this Deed in accordance with paragraph 11 (Accession of Hedging Banks) of this Schedule 11 (Hedging Bank Provisions).

(f) Each Party (other than the relevant transferee under paragraph (a) above) irrevocably authorises the Security Agent to execute on its behalf any Accession Deed which has been duly completed and signed on behalf of that transferee.

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SCHEDULE 12

SUBORDINATION

1. Subordinated Debt

1.1 Subordinated Creditors

(a) Until the Final Discharge Date:

(i) no Subordinated Creditor shall demand or receive, and no Intercompany Borrower shall (and the Company shall ensure that no other member of the Group will) make, any payment, repayment or prepayment of any principal, interest or other amount on or in respect of, or any distribution in respect of, or any redemption, purchase or defeasance of, any Subordinated Debt in cash or in kind, except as permitted by paragraph 1.2 (Permitted intercompany payments) or paragraph 3.2 (Filing of claims);

(ii) no Subordinated Creditor shall apply any money or property in or towards discharge of, and no Intercompany Borrower shall (and the Company shall ensure that no other member of the Group will) discharge, any Subordinated Debt, except as permitted by paragraph 1.2 (Permitted intercompany payments) or paragraph 3.2 (Filing of claims);

(iii) no Intercompany Borrower or Subordinated Creditor shall exercise any set-off against any Subordinated Debt, except as permitted by paragraph 1.2 (Permitted intercompany payments) or paragraph 3.2 (Filing of claims);

(iv) no Subordinated Creditor shall permit to subsist or receive, and no Intercompany Borrower shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist, any Security or Quasi-Security for, in respect of, or over (nor any guarantee for or in respect of) any Subordinated Debt;

(v) no Subordinated Creditor shall claim or rank as a creditor in the insolvency, Winding-up, bankruptcy or liquidation of any Intercompany Borrower other than in accordance with paragraph 3.2 (Filing of claims);

(vi) no Intercompany Borrower or Subordinated Creditor shall take or omit to take any action whereby the ranking and/or subordination contemplated by this Schedule may be impaired;

(vii) no Intercompany Borrower or Subordinated Creditor shall permit any Subordinated Debt to be evidenced by a negotiable instrument;

(viii) no Intercompany Borrower or Subordinated Creditor shall convert any Subordinated Debt into shares; and

(ix) the Company shall ensure that none of its Subsidiaries purchases or acquires any Subordinated Debt unless the relevant Subsidiary is otherwise a Subordinated Creditor.

(b) Paragraph (a) above does not apply to an action arising with the prior written consent of the Agent.

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1.2 Permitted intercompany payments

Until the Final Discharge Date and subject to paragraph 1.3 (Suspension of Permitted Payments), paragraph 2 (Turnover recoveries) and paragraph 3 (Subordination on insolvency), each Intercompany Borrower may pay, and the Subordinated Creditors may receive and retain, including by way of set-off, payments in respect of, any Subordinated Debt:

(a) any amounts permitted to be applied towards payment or repayment of Subordinated Debt by application of funds standing to the credit of the Collection Account consistent with paragraph (c)(iv) of Clause 7.3 (Mandatory prepayment);

(b) any part of the proceeds of the Loans not required to be applied in payment and repayment of the Existing Facilities;

(c) any part of the proceeds of any Additional Debt not required to be applied in payment or repayment of any other indebtedness of TSMHL;

(d) payments made by TSEHL out of monies received by it from TSMHL as a Permitted Payment; or

(e) if the relevant payment is made with the prior written consent of the Agent.

1.3 Suspension of Permitted Payments

Until the Final Discharge Date and subject to paragraph 3 (Subordination on insolvency), no Intercompany Borrower may make, and no Subordinated Creditor may receive, any Permitted Payment without the prior consent of the Agent if an Event of Default is continuing (provided that payment of a kind referred to in paragraph 1.2(b) above may be made during a Suspension Period if no Certain Funds Default is continuing).

1.4 Restrictions on enforcement by the Subordinated Creditors

(a) Until the Final Discharge Date, no Subordinated Creditor shall, except with the prior consent of or as required by the Security Agent, take any Enforcement Action in relation to any Subordinated Debt.

(b) If required by the Security Agent to take Enforcement Action, the Subordinated Creditors will promptly take the relevant Enforcement Action in relation to any Subordinated Debt and apply any proceeds from that Enforcement Action in accordance with paragraph 2 (Turnover recoveries).

1.5 Amendments to Subordinated Debt Documents

Until the Final Discharge Date, the Obligors may only amend or give any waiver or consent under any provision of any Subordinated Debt Document where such amendment, waiver or consent is not prejudicial to the subordination contemplated by this Schedule.

2. Turnover recoveries

2.1 Turnover

Until the Final Discharge Date, if any Subordinated Creditor receives or recovers any Subordinated Loan Recoveries except for any Permitted Payment, that Party shall:

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(i) within three Business Days of the receipt or recovery, notify details of that receipt or recovery to the Security Agent;

(ii) hold any such Subordinated Loan Recoveries received by it, up to the aggregate of all amounts which may be or become payable as Secured Debt, on trust for the Secured Parties for application towards the Secured Debt in the order of priority contemplated in Clause 30.7 (Partial payments); and

(iii) pay an amount equal to any such Subordinated Loan Recoveries (or, where the receipt or recovery is by way of discharge by set-off, an equivalent amount), up to the aggregate of all amounts which may be or become payable as Secured Debt, to the Security Agent for application towards the Secured Debt in the order of priority contemplated in Clause 30.7 (Partial payments).

with any surplus amount after such application being paid to the Borrower.

2.2 Non-creation of charge

Nothing in this paragraph 2 or any other provision of this Deed is intended to or shall create a charge or security interest.

3. Subordination on insolvency

3.1 Subordination events

If:

(a) any order is made or resolution passed for the suspension of payments, a moratorium of any indebtedness, Winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor; or

(b) any Obligor enters into any composition, assignment or arrangement with its creditors generally; or

(c) any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer is appointed in respect of any Obligor or any of their respective assets; or

(d) any Security or Quasi-Security over any assets of any Obligor is enforced; or

(e) any analogous event occurs in any jurisdiction,

this paragraph 3 shall apply.

3.2 Filing of claims

(a) In any of the circumstances mentioned in paragraph 3.1 (Subordination events), until the Final Discharge Date, the Security Agent may, and is hereby irrevocably authorised on behalf of each Subordinated Creditor and Secured Party to:

(i) demand, claim, enforce and prove for the Subordinated Debt;

(ii) file claims and proofs, give receipts and take any proceedings in respect of filing such claims or proofs and do anything which the Security Agent considers necessary or desirable to recover the Subordinated Debt; and

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(iii) receive all distributions of the Subordinated Debt for application towards the Secured Debt in the order of priority contemplated in Clause 30.7 (Partial payments) with any surplus amount after such application being paid to the Borrower.

(b) If and to the extent that the Security Agent is not entitled, or elects not, to take any of the action mentioned in paragraph (a) above, each Subordinated Creditor will do so promptly on request by the Security Agent.

3.3 Distributions

In any of the circumstances mentioned in paragraph 3.1 (Subordination events), until the Final Discharge Date, each Subordinated Creditor will:

(a) hold all Subordinated Loan Recoveries, up to the aggregate of all amounts which may be or become payable as Secured Debt, received by it in respect of the Subordinated Debt on trust for the Secured Parties for application in accordance with Clause 30.7 (Partial payments);

(b) pay an amount equal to any Subordinated Loan Recoveries received by it (or, where the receipt or recovery is by way of discharge by set-off, an equivalent amount), up to the aggregate of all amounts which may be or become payable as Secured Debt, to the Security Agent for application towards the Secured Debt in the order of priority contemplated in Clause 30.7 (Partial payments) with any surplus amount after such application being paid to the Borrower;

(c) promptly direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of TSMHL or TSEHL or their proceeds to pay distributions in respect of the Subordinated Debt directly to the Security Agent; and

(d) promptly take any action requested by the Security Agent to give effect to this paragraph 3.3.

3.4 Voting

(a) In any of the circumstances mentioned in paragraph 3.1 (Subordination events), until the Final Discharge Date:

(i) the Security Agent may, and is hereby irrevocably authorised on behalf of each Secured Party and Subordinated Creditor to, exercise all powers of convening meetings, voting and representation in respect of the Subordinated Debt; and

(ii) each Subordinated Creditor shall promptly execute and/or deliver to the Security Agent such forms of proxy and representation as it may require to facilitate any such action.

(b) If and to the extent that the Security Agent is not entitled, or elects not, to exercise a power under paragraph (a) above, each Subordinated Creditor will:

(i) exercise that power as the Security Agent directs; and

(ii) (unless directed otherwise by the Security Agent in writing) not exercise that power so as to impair the ranking and/or subordination contemplated by this Schedule.

4. Failure of trusts

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(a) If any trust intended to arise pursuant to paragraph 2.1 (Turnover) or paragraph 3.3 (Distributions) fails or for any reason (including the laws of any jurisdiction in which any assets, moneys, payments or distributions may be situated) cannot be given effect to, the relevant Party will pay to the Security Agent for application in the order of priority contemplated in Clause 30.7 (Partial payments) with any surplus amount after such application being paid to the Borrower, an amount equal to the amount (or the value of the relevant assets) intended to be so held on trust for the Security Agent.

(b) If a Party is obliged to pay any amount to the Security Agent in accordance with paragraph 2 (Turnover recoveries) or paragraph 3 (Subordination on insolvency):

(i) the relevant Obligor shall indemnify that Party (to the extent of its liability for the relevant amount so paid) for any costs, liabilities and expenses incurred by it as a result of it having to make that payment;

(ii) the relevant Debt in respect of which a Party made that payment to the Security Agent will be deemed not to have been reduced or discharged in any way or to any extent by the relevant payment, distribution, proceeds or other discharge; and

(iii) if and to the extent that paragraph (b)(ii) above is held not to be effective to re-instate the amount of the relevant payment, distribution, proceeds or other discharge of the relevant Debt, the relevant Obligor shall fully indemnify that Party (to the extent of its liability for the relevant amount so paid) for the relevant amount upon demand.

5. Protection of subordination

5.1 Continuing subordination

The subordination provisions in this Schedule shall remain in full force and effect by way of continuing subordination and extend to the ultimate balance of the Secured Debt, regardless of any intermediate payment or discharge of the Secured Debt in whole or in part.

5.2 Waiver of defences

Neither the subordination in this Schedule nor the obligations of any Secured Party, any Obligor or any Subordinated Creditor shall be affected in any way by an act, omission, matter or thing which, but for this paragraph 5, would reduce, release or prejudice the subordination or any of those obligations in whole or in part (without limitation and whether or not known to any Secured Party, any Obligor or any Subordinated Creditor or any other person) including:

(a) any time, waiver or consent granted to, or composition with, any person;

(b) the release of any person under the terms of any composition or arrangement with any creditor of any person;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

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(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Document or any other document or security, including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Document or any other document or security; or

(g) any insolvency or similar proceedings.

5.3 Immediate recourse

Each Subordinated Creditor and Obligor waives any right it may have of first requiring the Security Agent or any other Secured Party (or any trustee or agent on behalf of any of them) to proceed against or enforce any other rights or Security or claim payment from any person before claiming the benefit of the provision of this Schedule. This waiver applies irrespective of any law or any provision of a Subordinated Debt Document to the contrary.

5.4 Appropriations

Until the Final Discharge Date, each Secured Party (or any trustee or agent on behalf of any of them) may:

(a) refrain from applying or enforcing any Subordinated Loan Recoveries or other moneys, security or rights held or received by the Security Agent or any other Secured Party (or any trustee or agent on behalf of any of them) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and no Subordinated Creditor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any Subordinated Loan Recoveries or other moneys received from any Subordinated Creditor or on account of any Subordinated Creditor’s liability under the provision of this Schedule,

provided that as and when such amounts are applied in reduction of the Secured Debt (if at all) they will be applied in the order of priority contemplated in Clause 30.7 (Partial payments) with any surplus amount after such application being paid to the Borrower.

5.5 Deferral of Subordinated Creditors’ rights

Until the Final Discharge Date and unless the Security Agent otherwise directs, no Subordinated Creditor will exercise any rights which it may have by reason of performance by it of its obligations under this Schedule or the Documents or by reason of any amount being payable, or liability arising under this paragraph 5:

(a) to be indemnified by an Obligor or Subordinated Creditor;

(b) to claim any contribution from any guarantor of any Obligor’s or Subordinated Creditor’s obligations under the Documents;

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(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Common Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Common Finance Documents by any Secured Party;

(d) to bring legal or other proceedings for an order requiring any Obligor or Subordinated Creditor to make any payment, or perform any obligation, in respect of which any guarantor has given a guarantee, undertaking or indemnity under the Subordinated Debt Documents;

(e) to exercise any right of set-off against any Obligor or Subordinated Creditor; and/or

(f) to claim or prove as a creditor of any Obligor or Subordinated Creditor in competition with any Secured Party.

5.6 Discharge

Each Obligor and Subordinated Creditor hereby irrevocably waives any right to appropriate any payments to, or other sum received, recovered or held by, any Agent or any other Secured Party in or towards discharge of a particular part of the Secured Debt and agrees that the Agent and the Security Agent shall have the exclusive right to appropriate any such payment or other sum in accordance with the provision of this Schedule.

5.7 Waiver of Jersey Customary Law Rights

The Original Subordinated Creditor irrevocably abandons and waives any right which it may have at any time under the existing or future laws of Jersey:

(a) whether by virtue of the droit de discussion or otherwise to require that recourse be had by any Secured Party to the assets of any other person before any claim is enforced against the Original Subordinated Creditor in respect of the obligations assumed by it under any documents, including without limited under the Documents; and

(b) whether by virtue of the droit de division or otherwise to require that any liability under any documents, including without limitation any Document, be divided or apportioned with any other person or reduced in any manner whatsoever.

6. Preservation of Debt

6.1 Preservation of Subordinated Debt

Notwithstanding any of the provision of this Schedule postponing, subordinating or preventing the payment of all or any part of the Subordinated Debt, the relevant Subordinated Debt shall, as between the Obligors, the Intercompany Borrowers and the Subordinated Creditors, be deemed to remain owing or due and payable (and interest, default interest or indemnity payments shall continue to accrue) in accordance with the Subordinated Debt Documents.

6.2 No liability

No Secured Party will be liable to any Subordinated Creditor for:

(a) the manner of exercise or any non-exercise of its rights, remedies, powers, authorities or discretions under the provision of this Schedule; or

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(b) any failure to collect or preserve any Subordinated Debt or delay in doing so.

7. Consents

7.1 No objection by the Subordinated Creditors

No Subordinated Creditor shall have any claim or remedy against any member of the Group or any Secured Party by reason of:

(a) the entry by any of them into any Secured Document or any other agreement between any Secured Party and any member of the Group;

(b) any waiver or consent; or

(c) any requirement or condition imposed by or on behalf of any Secured Party under any Secured Document or such other agreement,

which breaches or causes an event of default or potential event of default (however described) under any Intercompany Loan Finance Document. No Subordinated Creditor may object to any such matter by reason of any provision of any Intercompany Loan Finance Document.

8. Representations

8.1 The Original Subordinated Creditor makes the representations and warranties set out below to each Secured Party on the date of this Agreement:

(a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation;

(b) it has the power to own its assets and carry on its business as it is being conducted in all material respects;

(c) the obligations expressed to be assumed by it in this Agreement and the Subordinated Debt Documents to which it is a party are, subject to any general principles of law limiting its obligations, legal, valid, binding and enforceable;

(d) the entry into and performance by it of, and the transactions contemplated by this Agreement and the Subordinated Debt Documents to which it is a party do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets;

(e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement and the Subordinated Debt Documents to which it is a party and the transactions contemplated by this Agreement and the Subordinated Debt Documents to which it is a party;

(f) all Authorisations required or desirable for the performance by it of this Agreement and the Subordinated Debt Documents to which it is a party and the transactions contemplated by this Agreement and the Subordinated Debt Documents to which it is a party and to make this Agreement and the Subordinated Debt Documents to which it is a party admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect;

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(g) the Subordinated Debt Documents to which it is a party contain all the terms and conditions of the Subordinated Debt owed to it; and

(h) it is the sole beneficial owner of the Subordinated Debt owed to it.

The representations and warranties above are deemed to be made on each date on which the Repeating Representations are deemed to be repeated in accordance with Clause 18.27 (Times when representations made), in each case by reference to the facts and circumstances then existing.

8.2 The Company represents and warrants to the Secured Parties that neither the Original Subordinated Creditor being a party to this Agreement as a Subordinated Creditor nor the Original Subordinated Creditor being a Subordinated Creditor in respect of the Subordinated Debt of the Borrower will breach any law or regulation applicable to the Original Subordinated Creditor nor otherwise conflict in any material respect with any agreement or instrument binding on any member of the Group.

9. Definitions

9.1 In this Schedule

“Debt” means the Secured Debt and the Subordinated Debt.

“Document” means a Finance Document, a Hedging Document or a Subordinated Debt Document.

“Enforcement Action” means any action of any kind to:

(a) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of any Debt;

(b) recover all or any part of any Debt from TSMHL or TSEHL (including by exercising any set-off, other than as required by law;

(c) exercise or enforce any right under any guarantee or any right in respect of any Security, in each case, granted in relation to (or given in support of) all or any part of any Debt against TSEHL or TSMHL;

(d) petition for (or take or support any other step which may lead to) an Insolvency Event in relation to TSEHL or TSMHL in respect of any Debt only; or

(e) sue, claim or bring proceedings against TSEHL or TSMHL in respect of any Debt.

“Insolvency Event” means in relation to any party, the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that party or all or substantially all of that party’s assets or any analogous procedure or step is taken in any jurisdiction with respect to that party.

“Intercompany Borrower” means TSMHL or TSEHL upon them becoming party to this Agreement pursuant to Clause 25.2 (Accession of TSMHL and TSEHL).

“Permitted Payments” means the payments, receipts and set-offs permitted by paragraph 1.2 (Permitted intercompany payments) as long as they are so permitted.

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“Subordinated Loan Recoveries” means the aggregate of all moneys and other assets received or recovered (whether by way of payment, repayment, prepayment, distribution, redemption, purchase or defeasance, in cash or in kind, or the exercise of any set-off or otherwise) from time to time by any Subordinated Creditor under or in connection with any Subordinated Debt.

“Winding-up” means winding-up, amalgamation, reconstruction, administration, dissolution, liquidation, merger or consolidation or any analogous procedure or step under the laws of any jurisdiction.

9.2 Interpretation

In this Schedule, references to paragraph are, unless the context otherwise requires, references to paragraphs of this Schedule.

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SCHEDULE 13

INTERCREDITOR PRINCIPLES

1. General

1.1 The intent of this Schedule is to lay out the broad commercial agreement between the parties on the key principles to be reflected in an Intercreditor Agreement to be entered into between the Obligors, the Secured Parties and the banks and financial institutions (“Additional Debt Creditor”) party to the arrangements pursuant to which any Additional Debt is provided.

1.2 The Intercreditor Agreement will be entered into on the basis of a LMA leveraged intercreditor agreement with such changes as may be necessary to reflect the principles set out in this Schedule.

1.3 The arrangements contemplated in this Schedule, once implemented, will displace any Security already granted for the Facility which shall be released at the cost of the Borrower against the grant of fresh Security over the same assets to the Common Security Agent.

2. Parties:

2.1 the Obligors;

2.2 the Secured Parties;

2.3 each Additional Debt Creditor (and any agent etc. acting on their behalf);

2.4 any bank or financial institution providing interest rate hedging to TSMHL in respect of the Facility or any Additional Debt;

2.5 each Subordinated Creditor;

2.6 the Account Bank; and

2.7 a bank or financial institution acting as common security agent (the “Common Security Agent”).

3. Amount and Tenor of Additional Debt

3.1 Only Additional Debt meeting the requirements specified in paragraph (c) of Clause 21.11 (No other business) may accede to the Intercreditor Agreement and benefit from the Security to be held by the Common Security Agent.

3.2 The Intercreditor Agreement shall include provisions reflecting and supporting the tenor requirements applicable to the Additional Debt in paragraph (c) of Clause 21.11 (No other business) and, shall in addition provide that:

(i) no amendment/variation/waiver may be made to the tenor/maturity profile of any Additional Debt which, if implemented, would result in the tenor requirements in that paragraph (c) not being complied with; and

(ii) no mandatory prepayment may be applied in a manner which would result in the remaining tenor/maturity profile of any Additional Debt not complying with the requirements of that paragraph (c),

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provided that nothing in this paragraph 3.2 or the Intercreditor Agreement shall prohibit any voluntary prepayment of the Facility or any Additional Debt.

4. Debt Terms

The Finance Parties and each Additional Debt Creditor shall mutually covenant and agree that:

(i) neither the Facility nor any Additional Debt shall benefit from any Security or Quasi- Security over any asset of any member of the Group other than as contemplated in paragraph 4 below (Security), and no member of the Group (other than an Obligor) will provide any guarantee of any such indebtedness;

(ii) neither the Facility nor any Additional Debt will benefit from any mandatory prepayment requirement other than by reason of change of control or illegality (on terms broadly no less favourable to the Obligors than those in Clause 7.1 (Illegality) and Clause 7.2 (Change of Control) or otherwise by reason of application of Required Proceeds as contemplated In paragraph 5.2 below and, to the extent that any such debt is to be mandatorily prepaid by reason of the receipt of Required Proceeds, such prepayment shall only be applied in chronological order against the remaining repayment instalments of that debt.

5. Security

5.1 The Facility and all Additional Debt which has acceded to the intercreditor agreement shall benefit from Security (“Common Security”) (held by the Common Security Agent for the benefit of all such creditors (together, the “Secured Creditors”)) over:

(i) the shares in TSMHL;

(ii) a common collection account for receipt of Required Proceeds (the “Common Collection Account”); and

(iii) for each facility, an individual proceeds account (each a “Facility Specific Proceeds Account”) into which its share of monies allocated from the common collection account shall be deposited and thereafter applied on a basis consistent with Clause 7.3 (Mandatory prepayment);

(iv) a security assignment of the benefit to TSMHL any interest rate hedging arrangement entered into by it.

5.2 Monies standing to the credit of the Common Collection Account shall be applied promptly on receipt by payment into each Facility Specific Proceeds Account to the extent such proceeds are to be applied under the related Facility and thereafter applied on a basis consistent with paragraph (c) of Clause 7.3 (Mandatory prepayment) but as if the payments required to be made and reserve created there were payments made and reserves created under the relevant facility (and any associated hedging).

5.3 The security over TSMHL’s shares and the common collection account shall be held for the benefit of the Secured Creditors pari passu.

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5.4 The benefit of the security over the individual proceeds account and interest rate hedging relating to a facility shall be held first in priority for the creditors providing that facility and secondly for all other Secured Creditors.

6. Security Enforcement

6.1 No Secured Creditor shall be permitted to exercise any action to enforce the Security except in accordance with the intercreditor agreement.

6.2 The Common Security Agent shall be entitled to enforce the Common Security upon the instructions of the “Majority Lenders”, being those lenders and hedge banks whose Exposures (being a lender’s total outstandings and/or commitments and close out amounts under the hedging transactions) equal at least 50.01% (the exact percentage to be agreed in documentation) of the “Total Exposures” under all the facilities and hedging transactions for the facilities.

6.3 No single class of Secured Creditors will have the right to instruct the Common Security Agent to enforce the Common Security unless the Exposures of that class of Secured Creditors is, of itself, sufficient to meet the requisite voting thresholds for enforcement.

6.4 Consideration will be given in the Intercreditor Agreement to allowing the Common Security Agent to act on the instructions of a smaller percentage of Secured Creditors votes as regards enforcement of the Common Security if, after the passing of an agreed time frame, no overall majority is formed to instruct the Common Security Agent.

6.5 The Common Security Agent shall be entitled to enforce the Security over any Facility Specific Proceeds Account and any hedging arrangements upon the instructions of the applicable majority of the relevant class of Secured Creditors who have the first priority claim to the proceeds of enforcement of the same (as determined under paragraph 5.4 above).

6.6 The proceeds of enforcement of the Common Security are to be shared amongst all Secured Creditors on a pro-rata and pari-passu basis except that the proceeds of enforcement of any Facility Proceeds Account Security or Hedge Security shall be distributed:

(i) first, to satisfy the debts owed to the lenders of the related Facility; and

(ii) second, pro-rata and pari-passu amongst all other Secured Creditors.

7. Accounts

7.1 TSMHL will maintain the following accounts in Mauritius with the Account Bank:

(i) common collection account; and

(ii) Facility Specific Proceeds Account.

7.2 TSMHL will not open or maintain any other accounts except that TSMHL may maintain the Expenses Account and the Distribution Account.

7.3 All amounts received by TSMHL in the nature of Required Proceeds must be paid into the Common Collection Account.

7.4 Any interest on an Account shall be credited to that Account.

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7.5 TSMHL may elect, through the Account Bank, to place balances standing to the credit of the Common Collection Account (subject to a minimum threshold) on fixed term deposit in a sub- account or invested in cash equivalent investments, provided no event of default is continuing and (for fixed term deposits) the tenor is no more than 6 months and no less than a period to be agreed.

8. Other Key Principles

8.1 All amounts (whether, principal, interest, costs, fees or otherwise) payable under the Facility or any Additional Debt shall be permitted to be paid when due and there will be no restrictions upon such payments (save out of the proceeds of any asset the subject of Security).

8.2 There shall be no restrictions upon the ability of any Secured Creditors to amend or grant waivers in relation to any of the Facilities save as contemplated above.

8.3 In addition to controlling the enforcement and sharing of Common Security, the Intercreditor Agreement shall also include provisions aimed at ensuring equalisation of recoveries from unsecured assets of TSMHL (in particular Cairn India Shares following the enforcement of any of the Common Security or the Acceleration Date (or equivalent concepts in respect of other Additional Debt).

9. Miscellaneous

9.1 There shall be standard security agent and account bank provisions and standard order of application turnover, loss sharing and release provisions modified to the extent required to be consist with the principles in this Schedule.

9.2 There shall be provisions for the subordination of intercompany loans made to in respect of TSEHL and TSMHL reflecting the provision of Schedule 13 and providing both for transfer amongst Subordinated Creditors and the accession of other members of the Group as Subordinated Creditor.

9.3 There shall be controls on the term of Hedging Debt and actions by Hedging Banks against TSMHL/TSEHL.

9.4 Provisions will be included for the accession of the creditors in respect of the Additional Debt and the Hedging Counterparties provided that the conditions applicable to that class of Secured Debt referred to above or otherwise included in the Intercreditor Agreement have been satisfied and no Default is continuing or would occur either by reason of that accession or the incurrence of the relevant Secured Debt. The Intercreditor Agreement will allow the Additional Debt to be refinanced/replaced with the proceeds of further Additional Debt, which shall rank and share in the Common Security in the same manner as the Additional Debt being refinanced/replaced.

9.5 Nothing in this Agreement shall oblige the Account Bank to enter into the Intercreditor Agreement other than on terms acceptable to it.

9.6 The Intercreditor Agreement shall contain mandatory prepayment provisions 9.6 substantially similar to the provisions contained in Clause 7.3 (unless otherwise agreed by the Secured Parties, the Additional Debt Creditors and the Company), which will provide for the Additional Debt Creditors (including agents, security agents, account banks or any other representatives

175

similar to those contemplated in the Finance Documents) to benefit from the Required Proceeds pro rata with the Secured Parties and otherwise in the same manner.

10. Governing law:

English law.

176

SCHEDULE 14

FORM OF SUBORDINATED CREDITOR ACCESSION LETTER

To:	[                    ] as Agent
From:	[Proposed Subordinated Creditor] and Vedanta Resources PLC
Dated:

Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is a Subordinated Creditor Accession Letter. Terms defined in the Agreement have the same meaning in this Subordinated Creditor Accession Letter unless given a different meaning in this Subordinated Creditor Accession Letter.

2. [Proposed Subordinated Creditor] agrees to be bound by the terms of the Agreement.

3. [Proposed Subordinated Creditor] is a company duly incorporated under the law of [name of relevant jurisdiction].

4. [Proposed Subordinated Creditor’s] administrative details are as follows:

Address:

Fax No:

Attention:

5. [Proposed Subordinated Creditor] makes the representations and warranties set out below to the Secured Parties on the date of this Subordinated Creditor Accession Letter:

(a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation;

(b) it has the power to own its assets and carry on its business as it is being conducted in all material respects;

(c) the obligations expressed to be assumed by it in this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party are, subject to any general principles of law limiting its obligations, legal, valid, binding and enforceable;

(d) the entry into and performance by it of, and the transactions contemplated by this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets;

177

(e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party and the transactions contemplated by this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party;

(f) all Authorisations required or desirable for the performance by it of this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party and the transactions contemplated by this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party and to make this Subordinated Creditor Accession Letter, the Agreement and the Subordinated Debt Documents to which it is a party admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect;

(g) the Subordinated Debt Documents to which it is a party contain all the terms and conditions of the Subordinated Debt owed to it; and

(h) it is the sole beneficial owner of the Subordinated Debt owed to it.

The representations and warranties above are deemed to be made on each date on which the Repeating Representations are deemed to be repeated, in each case by reference to the facts and circumstances then existing.

6. The Company represents and warrants to the Secured Parties that neither the accession of the [Proposed Subordinated Creditor] to the Agreement as a Subordinated Creditor nor [Proposed Subordinated Creditor] being a Subordinated Creditor in respect of the Subordinated Debt of the Borrower will breach any law or regulation applicable to the [Proposed Subordinated Creditor] nor otherwise conflict in any material respect with any agreement or instrument binding on any member of the Group.

7. This Subordinated Creditor Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Subordinated Creditor Accession Letter has been delivered as a deed on the date stated at the beginning of this Subordinated Creditor Accession Letter.

[Insert appropriate execution provision so this Subordinated Creditor Accession Letter can be executed as a deed.]

[Proposed Subordinated Creditor]

By:

Vedanta Resources PLC

By:

178

This Accession Letter is accepted by the Agent.

[Agent]

By: Date:

179

SCHEDULE 15

VSAP AUDIT – SCOPE OF WORK

1. The audit should pick up on, and follow through on, both specific areas of concern identified in past and forthcoming Scott Wilson Reports as well as the spirit of these issues, such as management needs necessary to proactively address root causes of identified issues.

2. The audit will assess the approach, standards and procedures of the Group’s Sustainability Assurance Programme and review its general performance since inception.

3. The audit will interview the sustainability team, internal stakeholders and may interview relevant key external stakeholders in order to verify the performance, robustness, fitness for purpose and integrity of the Group’s Sustainability Assurance Programme.

4. It will identify system failures, errors, shortcomings for corrective action by the Group in the form of an agreed corrective action plan.

180

SCHEDULE 16

FORM OF WITHDRAWAL INSTRUCTION

From:	Twin Star Mauritius Holdings Limited as Borrower
To:	Standard Chartered Bank (Mauritius) Limited as Account Bank
Attention:	Khalid Mahamodally/ Shridhar Paidichetty
Fax No.:	+230 466 5161
Dated:
Dear Sirs

Vedanta Resources PLC – US$1,200,000,000 Facility Agreement

dated 15 May 2013 (the “Agreement”)

1. We refer to the Agreement. This is a withdrawal Instruction.

2. We confirm that the withdrawals are in accordance with terms of the Finance Documents].

3. In accordance with Clause 22.3 (Withdrawals) of the Agreement, we instruct you to withdraw monies from the [specify relevant Bank Account (account no. [—])] and apply such monies as set out below:

Currency: [—]

Amount: [—]

Payee: [—]

Correspondent Bank details:

[Payee account details: Accountholder’s Name: [—]

Account No: [—]

Bank Name: [—]

Bank Address: [—]

SWIFT Code: [—]

Reference: [—]

Value Date:

4. This instruction is irrevocable.

Yours faithfully

For and on behalf of

Twin Star Mauritius Holdings Limited

Title:

181

The Company
VEDANTA RESOURCES PLC
Address:	5th Floor Hill House
	16 Berkeley Street
	London
	W1J 8DZ
Fax:	+44 207 491 8440
Attention:	Deepak Kumar
By:
Name:
Title:

The Original Subordinated Creditor
VEDANTA RESOURCES JERSEY II LIMITED
Address:	47, Esplanade, St Heller, Jersey JE1 0BD
Fax:	+442074918440
Attention:	Deepak Kumar
By:
Name:
Title:

The Arranger

BANK OF AMERICA, N.A.

By:

Name:

Title:

BARCLAYS BANK PLC

By:

Name:

Title:

CITIGROUP GLOBAL MARKETS ASIA LIMITED

By:

Name:

Title:

JP MORGAN CHASE BANK N.A., SINGAPORE BRANCH

By:

Name:

Title:

THE ROYAL BANK OF SCOTLAND PLC

By:

Name:

Title:

STANDARD CHARTERED BANK

By:

Name:

Title:

The Original Lenders

BANK OF AMERICA, N.A.

By:

Name:

Title:

BARCLAYS BANK PLC

By:

Name:

Title:

CITIBANK, N.A.

By:

Name:

Title:

JP MORGAN CHASE BANK N.A., SINGAPORE BRANCH

By:

Name:

Title:

THE ROYAL BANK OF SCOTLAND PLC

By:

Name:

Title:

STANDARD CHARTERED BANK

By:

Name:

Title:

By:

Name:

Title:

The Agent
STANDARD CHARTERED BANK
Address:	5th Floor, 1 Basinghall Avenue
	London EC2V 5DD
Fax:	+44 2078 853 632
Email:	Matthew.Breadon@sc.com
Attention:	Matthew Breadon
By:
Name:
Title:

The Security Agent
STANDARD CHARTERED BANK
Address:	5th Floor, 1 Basinghall Avenue
	London EC2V 5DD
Fax:	+4420 7885 9620 / +44 0207 885 0651
Email:	Charles.Mildred@sc.com / Paul.Thompson@sc.com
Attention:	Charles Mildred / Paul Thompson
By:
Name:
Title:

The Account Bank
STANDARD CHARTERED BANK (MAURITIUS) LIMITED
Address:	Units 6A & 6B, 6th Floor, Raffles Tower, Cybercity, Ebène, Republic of Mauritius
Fax:	+230 466 5161
Email:	Khalid.Mahamodally@sc.com / Shridhar.Paidichetty@sc.com
Attention:	Khalid Mahamodally / Shridhar Paidichetty
By:
Name:
Title:
By:
Name:
Title:

EX-4.42

Exhibit 4.42

[One Thousand Rupee Stamp]

AGREEMENT

This Agreement made on 17th day of August, 2013 between SESA GOA LIMITED, a Company incorporated and registered under the Companies Act, 1956 and having its Registered Office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa (hereinafter referred to as “the Company”) of the One Part and MR. NAVIN AGARWAL Indian inhabitant residing at Soham, 8/738 Behramji Gamadia Road, Mumbai – 400 026 (hereinafter referred to as “Whole Time Director”) of the Other Part.

- 1 -

WHEREAS:

The Board of Directors at their meeting held on 17^th August, 2013 have appointed Mr. Navin Agarwal as a “Whole Time Director” designated as “Executive Vice-Chairman” of the Company for a period from August 17, 2013 till July 31, 2018 and Mr. Navin Agarwal has agreed to the said appointment upon the terms and conditions hereinafter contained which were recommended by the Managerial Remuneration Committee, vide Resolution passed by Circular dated 17th August, 2013.

The appointment and remuneration of the Whole Time Director is subject to the approval of the Members pursuant to Sections 198, 269, 309 and 310 and such other applicable provisions of the Companies Act, at the ensuing General Meeting of the Company.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. The Company hereby approves the appointment of Mr. Navin Agarwal as a ‘Whole-time Director’ designated as “Executive Vice-Chairman from August 17, 2013 till July 31, 2018 subject to such appointment being determined earlier in accordance with the provisions of this Agreement.

2. Mr. Navin Agarwal, Whole Time Director of the Company shall have substantial powers of management of the affairs of the Company and is entitled to exercise all such powers and to do all such acts and things which the company is authorised, subject to the provisions of the Companies Act, 1956 as well as the provisions of the Memorandum of Association and Articles of Association of the Company. Provided that the Whole Time Director shall exercise his powers and do such acts, subject to the superintendence, direction and control of the Board of Directors.

3. The Whole-time Director shall in consideration of his services to the Company be entitled to receive remuneration by way of salary, allowances, commission and perquisites as set out below:-

I	Period of Appointment	:	From August 17, 2013 to July 31, 2018. Mr. Navin Agarwal shall not be subject to retirement by rotation during his tenure as Whole-Time Director.
II	Designation	:	Executive Vice-Chairman
III	Powers & Responsibilities	:	Mr. Navin Agarwal will exercise such powers and duties as may be entrusted by the Board from time to time.
IV	Remuneration
	(a) Basic Salary	:	In the range of Rs.25,00,000 –Rs. 1,25,00,000 per month. (With such annual/special increments within the aforesaid range as may be decided by the Board or any Committee thereof, in its absolute discretion from time to time).
	(b) Commission / Performance bonus	:	Not exceeding 1% of the Net Profits of the relevant previous year calculated under Section

- 2 -

		349 and 350 of the Companies Act, 1956 (payable at such intervals as may be decided by the Board / Committee).
(c) Perquisites		In addition to salary and incentives payable, Mr. Navin Agarwal shall also be entitled to perquisites including free furnished accommodation or house rent allowance in lieu thereof, gas, electricity, water, furnishing, medical reimbursement and leave travel concession for self and family, club fees, medical and personal accident insurance in accordance with the rules of the Company or as may be agreed to by the Board of Directors or Committee thereof.
(d) House Rent Allowance	:	Forty Percent of the basic salary
(e) Stock Option		Stock Option of Vedanta Resources Plc. under the Long Term Incentive Plan (LTIP) or Short Term Incentive Plan (STIP) or any other plan which may be in vogue as per policy of the Group, provided the amount of benefit is limited to an amount not exceeding 100% of the total Annual Remuneration.

Explanation:

i) Perquisites shall be evaluated as per Income Tax Rules, wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost to the Company.

ii) For the purpose of perquisites stated hereinabove, ‘family’ means the spouse, dependent children and dependent parents of the appointee.

V Provident Fund and Superannuation Fund or Annuity Fund.

Mr. Navin Agarwal will also be entitled to the following as per rules of the Company or as approved by the Board of Directors.

i) Contribution to Provident Fund and Superannuation Fund or Annuity Fund to the extent these, either singly or put together are not taxable under the Income Tax Act, 1961.

ii) Gratuity payable as per rules of the Company.

iii) Encashment of leave as per rules of the Company.

VI Other Benefits:

i) The Company shall provide him with car or cash in lieu thereof, expenses relating to fuel, maintenance and driver will be reimbursed on actual as per Company policy. Further the Company shall also provide telephones and other communication facility (for official business).

ii) Such other benefits as may be decided by the Board or its Committee from time to time.

iii) Mediclaim hospitalization, Credit Card and Professional Body Membership Fees as per Rules of the Company.

- 3 -

The amount of Perquisites payable to Mr. Navin Agarwal may be decided / varied by the Board of directors or its Committee, from time to time as it may deem fit in its absolute discretion; provided that the total remuneration consisting of Salary, Perquisites and other benefits paid to Mr. Navin Agarwal as Executive Vice Chairman shall not exceed the limit stipulated in section 198 and 309 of the Act, i.e. five percent of the net profits of the Company computed in the manner laid down in section 349 of the Act,.

VII Minimum Remuneration

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of Mr. Navin Agarwal, the Company has no profits or the profits are inadequate, the Company will pay remuneration by way of salary and perquisites as decided by the Board or any Committee within thereof from time to time as minimum remuneration, with the approval of the Central Government, if necessary.

VIII Other Terms and Conditions

i) The terms and conditions of the said appointment may be altered and varied from time to time by the Board of Directors of the Company as it may, at its discretion deem fit, so as not to exceed the limits specified in Schedule XIII to the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) or any amendments made thereto.

ii) He shall not, so long as he functions as Whole-Time Director, become interested or otherwise concerned directly or through his wife and/or children in any selling agency of the Company in future without prior approval of the Central Government.

iii) The agreement may be terminated by either party to the agreement by giving at least 90 days’ prior notice in writing in that behalf to the other party or 90 days salary in lieu thereof and on the expiry of the period of such notice this Agreement/s shall stand terminated.

iv) The Whole-Time Director shall throughout the term of this Agreement devote his full time and attention to the business of the Company, and shall in all respects conform to and comply with the directions and regulations made by the Board of Directors and rules of the Company and shall well and faithfully serve the Company and use his utmost endeavor to promote the interests thereof. However the Whole-Time Director can devote his time and attention to any of the company of the Vedanta Group. Subject to applicable laws, the Whole-Time Director in his capacity as Director of other companies may accept Board fees paid by the companies to all the Directors.

v) The Whole-Time Director shall during the term of this Agreement and at all times thereafter keep strictly confidential and shall not divulge, disclose, make known or communicate to any person or persons, firm, Company or concerns (unless required by the Board or except in the ordinary course of business and/or to those of the officials of the Company whose province it is to know the same) or himself make use of any and all information relating to the Company or any of its holding company, subsidiary or

- 4 -

affiliate including its business activities, technologies, designs, processes and related matters which he may acquire, receive or obtain or which may come to his knowledge in the course of or by reason of his appointment hereunder.

vii) Notwithstanding anything contrary herein contained or implied, the Company shall be entitled to terminate the employment of the Whole-Time Director under this Agreement forthwith by notice in writing:-

i) If he becomes insolvent or make any composition or arrangement with his creditors;

ii) If he commits a material breach of any of the terms, provisions or conditions herein; or

iii) If he shall become disqualified to act as a director for any reason, other than an inadvertent breach of Section 283 of the Companies Act, 1956.

IN WITNESS WHEREOF Mr.G.D. Kamat, Director on behalf of the Company and Mr. Navin Agarwal, Whole Time Director has hereunto set his hand and seal the day and year first herein above written.

SIGNED AND ACCEPTED BY
Mr. Navin Agarwal
in the presence of:
/s/ Mr. Navin Agarwal
SIGNED AND DELIVERED by Mr. G.D. Kamat, Director of Sesa Goa Limited /s/ Mr. G.D. Kamat In the presence of Mr. C. D. Chitnis /s/ Mr. C.D. Chitnis	The Common Seal of the above named SESA GOA LIMITED has been affixed hereunto pursuant to a Resolution passed by its Board of Directors in that behalf at their meeting held on 17th August, 2013 in the presence of Mr. G.D. Kamat, Director and Mr. C.D. Chitnis, Company Secretary of the Company who in token thereof has set and subscribed his signature hereto

- 5 -

EX-4.73

Exhibit 4.73

Dated 30 October 2009

SESA GOA LIMITED

and

CITICORP INTERNATIONAL LIMITED

TRUST DEED

constituting

U.S.$500,000,000

5.0 per cent. Convertible Bonds due 2014

convertible into Shares of Sesa Goa Limited

Linklaters Allen & Gledhill

Ref: L-171788

Table of Contents

Contents		Page
1	Interpretation		1
2	Amount of the Bonds and Covenant to Pay		5
3	Form of the Bonds and Certificates		6
4	Stamp Duties and Taxes		7
5	Covenants relating to the Conversion Rights		8
6	Notices relating to the Conversion Right		10
7	Further Issues		13
8	Application of Moneys received by the Trustee		13
9	General Covenants		14
10	Remuneration and Indemnification of the Trustee		17
11	Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000		18
12	Trustee Liable for Negligence		24
13	Waiver and Proof of Default		24
14	Trustee not Precluded from Entering into Contracts		25
15	Modification and Substitution		25
16	Appointment, Retirement and Removal of the Trustee		27
17	Currency Indemnity		28
18	Communications		28
19	Force Majeure		29
20	Governing Law and Jurisdiction		29
21	Counterparts		30
Schedule 1 Form of Certificate for Definitive Bonds			31
Schedule 2 Form of Global Certificate			82
Schedule 3 Provisions for Meetings of Bondholders			91
Schedule 4 Form of Directors’ Certificate			96

i

THIS TRUST DEED is made on 30 October 2009 between:

(1) SESA GOA LIMITED, whose registered office is at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa 403001, India (the “Company”); and

(2) CITICORP INTERNATIONAL LIMITED whose specified office is situated at 39th Floor, ICBC Tower Citibank Plaza, 3 Garden Road, Central, Hong Kong (the “Trustee”, which expression, where the context so admits, includes all persons for the time being the trustee or trustees of this Trust Deed).

WHEREAS:

(A) The Company, incorporated in India, has, pursuant to resolutions of its board of directors dated 24 September 2009 and resolutions of its shareholders dated 20 October 2009, authorised the issue of U.S.$500,000,000 5.0 per cent. Convertible Bonds due 2014.

(B) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

THIS DEED WITNESSES AND IT IS DECLARED as follows:

1 Interpretation

1.1 Definitions: Unless otherwise defined herein, terms defined in the Conditions shall have the same meanings herein. In addition, the following expressions have the following meanings:

“Agency Agreement” means the Paying, Conversion and Transfer Agency Agreement dated 30 October 2009, as amended or supplemented from time to time, between the Company, the Trustee and the Agents, whereby the Agents are appointed and includes any other agreements related to it, as amended or supplemented from time to time, approved in writing by the Trustee appointing Successor Agents;

“Agents” means the Principal Agent, the Registrar and the other paying, conversion and transfer agents appointed under the Agency Agreement, at their specified offices, and their Successors;

“Auditors” means the statutory auditors of the Company for the time being, or, if they are unable or unwilling to carry out any action requested of them under this Trust Deed or the Conditions, such other firm of accountants as may be nominated or approved in writing by the Trustee for the purpose;

“Bondholder” or, in respect of a Bond, “holder” means a person in whose name a Bond is registered in the register of Bondholders save that, for the purposes of enforcement of the provisions of this Trust Deed against the Trustee, the persons named in a certificate of the holder of the Bonds in respect of which the Global Certificate is issued shall be recognised as the beneficiaries of the trusts set out in this Trust Deed to the extent of the principal amount of the interest in the Bonds set out in the certificate of the holder as if they are themselves the holders of Bonds in such principal amounts (and the holder of the Bonds in respect of which the Global Certificate is issued shall not be so recognised to the same extent);

“Bonds” means bonds, in the denomination of U.S.$100,000 each or integral multiples thereof, in registered form comprising the U.S.$500,000,000 5.0 per cent. Convertible Bonds due 2014 constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number or principal amount of them and includes any replacement Certificates issued pursuant to the Conditions and (except for the purposes of Clause 3.1) the Global Certificate;

“BSE” means the Bombay Stock Exchange Limited;

1

“business day” has the meaning set out in Condition 7.6;

“Capital Distribution” has the meaning set out in Condition 6.3.4;

“Certificate” means a certificate, in or substantially in the form set out in Schedule 1, issued in the name of the holder of one or more Bonds and includes any replacement Certificates issued pursuant to the Conditions; and, except in Clause 3, includes the Global Certificate in or substantially in the form set out in Schedule 2;

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg or any successor securities clearing agency;

“Closing Date” means 30 October 2009;

“Conditions” means the terms and conditions of the Bonds set out in Schedule 1 as from time to time modified in accordance with this Trust Deed, and as modified, in their application to the Bonds in respect of which the Global Certificate is issued, by the provisions of the Global Certificate, and any reference to a particularly numbered Condition shall be construed accordingly;

“Conversion Date” has the meaning set out in Condition 6.2.1;

“Conversion Notice” means the written notice from time to time in a form approved by the Trustee required to accompany Certificates deposited for the purposes of conversion of Bonds, the initial form of which is set out in Exhibit A to the Agency Agreement;

“Conversion Period” has the meaning set out in Condition 6.1.1;

“Conversion Price” has the meaning set out in Condition 6.1.3;

“Conversion Right” has the meaning set out in Condition 6.1.1;

“Current Market Price” has the meaning set out in Condition 6.3.15;

“Delisting” has the meaning set out in Condition 8.5.1;

“Directors” or “Board of Directors” means the directors of the Company;

“Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearing agency;

“Event of Default” means an event described in Condition 10;

“Extraordinary Resolution” has the meaning set out in Schedule 3;

“Fiscal Period” means, as the context may require, a period (a) in the case of an annual Fiscal Period, commencing on 1 April and ending on the succeeding 31 March or (b) in the case of a semi-annual period, commencing on 1 April and ending on the succeeding 30 September provided that if the Company shall change its financial year so as to end on a date other than 31 March, the foregoing shall be amended as necessary;

“Global Certificate” means the global certificate which will represent the Bonds, substantially in the form set out in Schedule 2;

“Independent Financial Institution” has the meaning set out in Condition 6.3.4;

“Indian person” means:

(a) a person residing in India for more than 182 days during the course of the previous financial year but does not include:

2

(i) a person who has left India or who stays outside India, in either case for the purpose of taking up employment outside India or carrying on a business outside India or a vocation outside India, or for any other purpose, in such circumstances as would indicate an intention to stay outside India for an uncertain period; or

(ii) a person who arrives or stays in India, in either case, otherwise than for employment in India, or carrying on a business or a vocation in India, or for any other purpose, in such circumstances as would indicate an intention to stay outside India for an uncertain period;

(b) any person or body corporate registered or incorporated in India;

(c) an office, branch or agency in India owned or controlled by a non-Indian person; or

(d) an office, branch or agency outside India owned or controlled by an Indian person;

“Indian Exchanges” means the BSE and the NSE;

“non-assessable”, in relation to securities, including the Shares, means that, when issued, those securities are not subject to any further calls by the Company for, or any other provisions which could require, further payments or contributions from their holders;

“Non-Permitted Conversion Price Adjustment Event” has the meaning set out in Condition 8.7;

“NSE” means the National Stock Exchange of India Limited;

“outstanding” means, in relation to the Bonds, all the Bonds issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys including all interest (including default interest, if any) accrued on such Bonds to the date for such redemption and any interest (including default interest, if any) payable under the Conditions after such date have been duly paid to or to the order of the Trustee as provided in Clause 2 or have been duly paid to the Principal Agent and remain available for payment following surrender of Certificates in respect of the Bonds, (c) those in respect of which claims have become prescribed under Condition 12, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those in respect of which the Conversion Right has been duly exercised and discharged (and, for the avoidance of doubt, a Bond in respect of which a Conversion Date has occurred shall be deemed to remain outstanding until the Conversion Right has been satisfied and discharged even if the name of the holder is removed from the register of Bondholders during the conversion process), (f) those mutilated, destroyed or defaced Bonds which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 15 and (g) the Global Certificate to the extent that it shall have been exchanged for definitive Certificates pursuant to its provisions; provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Bondholders, (2) determining how many Bonds are outstanding for the purposes of Conditions 11, 14 and 16 and Schedule 3, (3) the exercise of any discretion, power or authority which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Bondholders, and (4) the certification or determination (where relevant) by the Trustee as to whether any event, circumstance, matter or thing is in its opinion materially prejudicial to the interests of the Bondholders, those Bonds which are beneficially held by or on behalf of the Company or any of its Subsidiaries and not yet cancelled shall be deemed not to remain outstanding;

3

“Potential Event of Default” means an event or circumstance which could with the issuing of a certificate by the Company and/or the giving of notice and/or the lapse of time become an Event of Default;

“Principal Agent” means Citibank, N.A. at its specified office at 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom or any Successor Principal Agent appointed under the Agency Agreement at its specified office;

“record date” means a date fixed by the Directors or otherwise specified for the purpose of determining entitlements to dividends or other distributions to, or rights of, holders of Shares;

“Register” has the meaning set out in Condition 3.1;

“Registrar” means Citigroup Global Markets Deutschland AG & Co. KGaA at its specified office at Reuterweg 16, 60323, Frankfurt, Germany or any Successor Registrar appointed under the Agency Agreement at its specified office;

“SGX-ST” means the Singapore Exchange Securities Trading Limited;

“Shareholder” means the person in whose name a Share is registered;

“Shares” means (a) shares of the class of share capital of the Company which, at the date of this Trust Deed, is designated as equity shares with full voting rights of Rs.1.00 each in the capital of the Company, together with shares of any class or classes resulting from any division, consolidation or re-classification thereof, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or winding-up of the Company, and (b) fully-paid and non-assessable shares of any class or classes of the share capital of the Company authorised after the date of this Trust Deed which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or winding-up of the Company; provided that subject to the provisions of Condition 11, shares to be issued on a conversion of Bonds means only “Shares” as defined in paragraph (a) above;

“specified office” means, in relation to an Agent the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to the Bondholders pursuant to Clause 9.11;

“Subsidiary” has the meaning given to it in Condition 4;

“Successor” means, in relation to the Agents, such other or further person as may from time to time be appointed by the Company as an Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders pursuant to Clause 9.11;

“this Trust Deed” means this Trust Deed (as from time to time altered in accordance with this Trust Deed) and any other document executed in accordance with this Trust Deed (as from time to time so altered) and expressed to be supplemental to this Trust Deed;

“Trading Day” has the meaning given to it in Condition 6.3.15; and

“trust corporation” means a trust corporation (as defined under the Law of Property Act 1925) or a corporation entitled to act as trustee pursuant to applicable foreign legislation relating to trustees.

1.2 Construction of Certain References: References to:

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1.2.1 costs, charges, remuneration or expenses include any withholding, value added, turnover or similar tax charged in respect thereof;

1.2.2 “U.S. Dollars” and “U.S.$” are to the lawful currency for the time being of the United States of America;

1.2.3 “Rs.” and “Rupees” are to the lawful currency for the time being of India;

1.2.4 an action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include references to the action, remedy or method of judicial proceedings in jurisdictions other than England and Wales as shall most nearly approximate thereto; and

1.2.5 references in this Trust Deed and the Conditions to the consent or approval of the Trustee not being unreasonably withheld or delayed shall be construed giving due regard to the fact that the Trustee in giving any such consent or approval is acting as Trustee for the Bondholders and is obliged to act in their interests.

1.3 Headings: Headings shall be ignored in construing this Trust Deed.

1.4 Schedules: The Schedules are part of this Trust Deed and have effect accordingly.

1.5 Definitions in Conditions: Terms defined in the Conditions shall, unless otherwise defined herein, have the same meaning when used in the main body of this Trust Deed.

1.6 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that this Trust Deed expressly provides for such Act to apply to any of its terms.

2 Amount of the Bonds and Covenant to Pay

2.1 Amount of the Bonds: The aggregate principal amount of the Bonds is limited to U.S.$500,000,000.

2.2 Covenant to pay: The Company will on any date when the Bonds or any of them become due to be redeemed in accordance with the Conditions or any principal or interest on the Bonds or any of them becomes or become due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to or to the order of the Trustee in U.S. Dollars in immediately available funds the principal amount of the Bonds or any of them becoming due for redemption on that date together with any applicable premium and will (subject to the Conditions) until such payment (both before and after judgment) unconditionally so pay to or to the order of the Trustee interest on the principal amount of the Bonds outstanding as set out in the Conditions provided that (a) subject to the provisions of Clause 2.4, payment of any sum due in respect of the Bonds made to or to the order of the Principal Agent as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Bondholders under the Conditions and (b) a payment made after the due date or pursuant to Condition 10 will be deemed to have been made on the business day after the full amount due (including default interest accrued, if any) has been received by the Principal Agent or the Trustee and notice to that effect has been given to the Bondholders (if required under Clause 9.10) except (if payment is made to the Principal Agent) to the extent that there is failure in the subsequent payment to the relevant Bondholders under the Conditions. The Trustee will hold the benefit of the covenants in this Clause 2.2 on trust for the Bondholders.

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2.3 Discharge: Subject to Clause 2.4, any payment to be made in respect of the Bonds by the Company or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to such extent be a good discharge to the Company or the Trustee, as the case may be.

2.4 Payment after a Default: At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may:

2.4.1 by notice in writing to the Company and the Agents, require the Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law:-

(a) to act as agents of the Trustee under this Trust Deed and the Bonds on the terms of the Agency Agreement mutatis mutandis (with consequential amendments as necessary and except that the Trustee’s liability for the indemnification, remuneration and all other expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Bonds on the terms of this Trust Deed after application in accordance with Clause 8 below) and thereafter to hold all Certificates and all moneys, documents and records held by them in respect of the Bonds to the order of the Trustee; and/or

(b) to deliver all Certificates and all moneys, documents and records held by them in respect of the Bonds to the Trustee or as the Trustee directs in such notice or subsequently, provided that this Clause 2.4.1(b) shall not apply to any documents or records which the relevant Agent is obliged not to release by any laws or regulations to which it is subject; and

2.4.2 by notice in writing to the Company require it to make all subsequent payments in respect of the Bonds to or to the order of the Trustee and not to the Principal Agent. With effect from the issue of such notice to the Company, and from then until such notice is withdrawn, proviso (a) to Clause 2.2 shall cease to have effect.

3 Form of the Bonds and Certificates

3.1 The Global Certificate: On the issue of the Bonds, the Company shall issue the Global Certificate substantially in the form of Schedule 2 in respect of the aggregate principal amount of the Bonds. The Bonds will be represented by the Global Certificate in the aggregate principal amount of the Bonds and the Company shall procure the Registrar to make such entries in the register of Bondholders as appropriate. The Global Certificate will be registered in the name of, and deposited with, a nominee of a common depositary for Euroclear and Clearstream, Luxembourg. The Global Certificate need not be security printed. The Bonds evidenced by the Global Certificate shall be subject to its terms in all respects and entitled to the same benefits under this Trust Deed as Bonds evidenced by individual definitive Certificates.

3.2 The Definitive Certificates: The definitive Certificates, if issued, will be security printed in accordance with all applicable legal and stock exchange requirements and will be substantially in the form set out in Schedule 1 and endorsed with the Conditions.

3.3 Signature: The Global Certificate (and the definitive Certificates, if issued) shall be signed manually or in facsimile by one or more Directors or officers of the Company duly authorised for the purpose or signed manually or in facsimile by any duly authorised attorney of the Company and authenticated manually or in facsimile by or on behalf of the Registrar. The Company may use the facsimile signature of any person who at the date of this Trust Deed is a Director or officer of the Company even if at the time of issue of any Certificate (including the Global

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Certificate) such person no longer holds such office. Bonds represented by Certificates (including the Global Certificate) so executed and authenticated will be binding and valid obligations of the Company.

3.4 Redemption: Upon full or partial redemption of any of the Bonds for any reason, a notation will be made by the Registrar in the register of Bondholders reflecting such event (or, in the case of any definitive Certificates that are outstanding, such Certificates shall be surrendered to the Registrar and in the case of partial redemption, new definitive Certificates shall thereupon be issued in appropriate amounts).

3.5 Issue: Issue and delivery of the Bonds shall be completed on the issue and delivery of the Global Certificate, duly authenticated by the Registrar, to a common depositary for Euroclear and Clearstream, Luxembourg (or its representative) by, or at the order of, the Company and completion of the register of Bondholders by the Registrar.

3.6 Entitlement to treat holder as owner: A Bondholder will (save as otherwise required by law) be treated as the absolute owner of a Bond registered in its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on or the theft or loss of the Certificate issued in respect of it) and no person will be liable for so treating the holder. Payments made to such holder in accordance with the Conditions will be valid and effective to satisfy and discharge the liability for relevant moneys payable on the Bonds to such holder.

4 Stamp Duties and Taxes

4.1 Stamp Duties: The Company will pay any stamp, issue, registration, documentary, transfer or other taxes and duties, including interest and penalties, payable in respect of the creation, issue and offering of the Bonds, the execution or delivery of this Trust Deed and the deposit of Certificates and Conversion Notices for the conversion of Bonds and the issue and delivery of Shares following such deposit, except for the taxes and duties required to be paid by Bondholders under Condition 6.2.2. The Company will also indemnify the Trustee and the Bondholders from and against all stamp, issue, registration, documentary, transfer or other taxes and duties paid by any of them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be, (where entitled under Condition 13 to do so) the Bondholders to enforce the obligations of the Company under this Trust Deed or the Bonds. For the avoidance of doubt, the Trustee will not be responsible for determining whether any such taxes or duties are payable or for determining the amount of such taxes or duties and it shall not be responsible for any failure by the Issuer or any Bondholder to pay such taxes and/or duties.

4.2 Change of Taxing Jurisdiction: If the Company becomes subject generally to the taxing jurisdiction of any territory or any authority of or in that territory having power to tax other than or in addition to India or any such authority of or in such territory which imposes taxes, duties, assessments or governmental charges of whatever nature with respect to this Trust Deed or the Bonds then the Company will notify the Trustee in writing as soon as practicable and (unless the Trustee otherwise agrees in advance in writing) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references in that Condition to India of references to that other or additional territory or authority to whose taxing jurisdiction the Company has become so subject or which has imposed such taxes, duties, assessments or governmental charges. In such event this Trust Deed and the Bonds will be read accordingly.

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5 Covenants relating to the Conversion Rights

The Company hereby undertakes to and covenants with the Trustee that so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution of the Bondholders or with the written approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of Bondholders to give such approval, the Company will:

5.1 Availability of Shares: reserve, free from pre-emptive or other similar rights, out of its authorised but unissued equity share capital the full number of Shares required to be issued on conversion of the Bonds from time to time remaining outstanding without breaching any foreign ownership restrictions in India applicable to the Shares and will ensure that all such Shares will be duly and validly issued as fully-paid and non-assessable;

5.2 Expenses: pay the expenses of the issue or delivery of, and all expenses of obtaining listing for, Shares arising on conversion of the Bonds;

5.3 Limited Issues of Shares: not issue or pay up any securities by way of capitalisation of profits or reserves unless, in any such case, it gives rise (except where such an adjustment is exempted under this Trust Deed) to an adjustment of the Conversion Price, other than (i) by the issue of fully-paid Shares to the Shareholders and other persons entitled to them, or (ii) by the issue of Shares paid up in full out of profits or reserves in accordance with applicable law and issued wholly, ignoring fractional entitlements, including Shares issued as a regular periodic stock dividend or in lieu of a cash dividend, or (iii) by the issue of fully-paid equity share capital (other than Shares) to the holders of equity share capital of the same class and other persons entitled thereto subject in each case to the Conditions;

5.4 Limited Modification of Rights: not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than the rights attaching to Shares but so that nothing in this Clause 5.4 shall prevent (i) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, or (ii) a modification to the rights attaching to the Shares which is not, in the opinion of an Independent Financial Institution, materially prejudicial to the interests of the Bondholders;

5.5 Limited Grant of Rights: procure that no securities (whether issued by the Company or any of its Subsidiaries or otherwise procured by the Company or any of its Subsidiaries to be issued) issued without rights to convert into or exchange or subscribe for Shares shall subsequently be granted such rights at a consideration per Share which is less than the Current Market Price per Share at close of business on the Trading Day last preceding the date of the announcement of the proposed inclusion of such rights unless the same gives rise (except where such an adjustment is exempted under this Trust Deed) to an adjustment of the Conversion Price and that at no time shall there be in issue Shares of differing nominal values;

5.6 Reduction of Capital: it will not make any reduction of its equity share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund (except, in each case, as permitted by law);

5.7 Notice: simultaneously with the announcement of the terms of any issue falling within Condition 6.3.9 or 6.3.10 give notice to the Bondholders and the Trustee in accordance with Condition 17 of the date on which the relevant adjustment of the Conversion Price is likely to become effective and of the effect of exercising their rights of conversion before then;

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5.8 Directors’ Certificate: if an event happens as a result of which the Conversion Price may be adjusted pursuant to this Trust Deed, subject to Condition 6.3, as soon as practicable send the Trustee a certificate signed by two Directors setting out particulars of the event, whether an adjustment to the Conversion Price falls to be made and, if so, the adjusted Conversion Price and the date on which such adjustment takes effect, whether an amount falls to be carried forward pursuant to Condition 6.3.17 and if so the amount to be carried forward and in any case setting out such other information as the Trustee may reasonably require and the Company shall also cause a notice containing the same information to be sent to the Bondholders in accordance with Condition 17;

5.9 Notice of Offer: if an offer is made to all (or as nearly as may be practicable all) Shareholders, or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associate or associates of the offeror to acquire all or a portion of the Shares and if such offer comes to the knowledge of the Company, or if any person proposes a scheme with regard to such acquisition, give notice in writing of such offer or scheme to the Trustee and to the Bondholders in accordance with Condition 17 as soon as practicable stating that details concerning such offer or scheme may be obtained from the specified offices of the Agents and shall use its reasonable endeavours to procure that a like offer or scheme is extended to Bondholders and the holders of any Shares issued during the period of the offer of the scheme upon the exercise of the Conversion Right;

5.10 Consents: if it is a party to any transaction referred to in Condition 11 in which the Company is not the continuing corporation, use its best endeavours to obtain all consents which may be necessary or appropriate under the laws of India to enable the continuing corporation to give effect to the Conversion Right;

5.11 Closing of Register: unless so required by the Conditions and/or any applicable laws of India, not close its register of Shareholders or take any other action which prevents the transfer of its Shares generally and ensure that the Bonds may be converted legally and the Shares issued on conversion may (subject to the Conditions and/or any limitation imposed by law) be transferred (as between transferor and transferee although not as against the Company) at all times while the register is closed or such other action is effective; nor take any action which prevents the conversion of the Bonds or the issue of Shares in respect of them;

5.12 Compliance with Conditions: comply with the Conditions;

5.13 Notice of Change in Laws of India: as soon as practicable upon becoming aware of any changes in the laws or regulations of India affecting the conversion of the Bonds give notice to the Bondholders (in accordance with Condition 17) and the Trustee of such changes. The Trustee shall have no duty to monitor changes in the laws or regulations of India and shall not be liable to any person for any failure to monitor so and shall be entitled to conclusively rely upon certificates of the Company and/or independent legal counsel as contemplated in the Conditions;

5.14 Other Securities: subject to the Conditions, procure that no securities of the Company (other than the Bonds) are converted into or exchanged by or on behalf of the Company for Shares and that no rights or warrants to subscribe for or purchase Shares are permitted by or on behalf of the Company to be exercised, otherwise in each case than in accordance with their terms of issue (except to the extent that any modification of the terms of issue is either taken into account by an adjustment to the Conversion Price of the Bonds or is such that it does not require to be taken into account by an adjustment to the Conversion Price of the Bonds or such terms are mandatorily amended by any change in the laws or regulations of India);

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5.15 Conversion of Bonds: use its best endeavours to ensure that, for so long as any Bond is outstanding and save as required by any mandatory provisions of Indian law or regulations, all Shares issuable on conversion of Bonds will be registrable in the name of a non-Indian person;

5.16 Closed Periods: for the avoidance of doubt, Closed Periods will be limited to such periods specified in Condition 6.1.1 of the Bonds;

5.17 Minimum Conversion Price: it will not take any corporate or other action pursuant to Conditions 6.3.1 to 6.3.14 that would cause the Conversion Price to be adjusted to a price which would render conversion of the Bonds into Shares at such adjusted Conversion Price to be in contravention of applicable law or subject to approval from the Reserve Bank of India, the Ministry of Finance, Government of India and/or any other governmental/regulatory authority in India. The Company also covenants that prior to taking any action which would cause an adjustment to the Conversion Price, the Company shall provide the Trustee with an opinion of an independent legal counsel in India of international repute, approved by the Trustee in writing, stating that the Conversion Price as proposed to be adjusted pursuant to such action, is in conformity with applicable law and that the conversion of the Bonds to the Shares at such adjusted Conversion Price would not require approval of the Reserve Bank of India, the Ministry of Finance, India and/or any other governmental/regulatory authority in India (the “Price Adjustment Opinion”). To the extent that an event triggering an adjustment to the Conversion Price occurs and the Company is unable to provide the Trustee with a Price Adjustment Opinion, the Company shall give notice to Bondholders of their Non-Permitted Conversion Price Adjustment Event Repurchase Right, as defined in and pursuant to Condition 8.7; and

6 Notices relating to the Conversion Right

6.1 Requirement to give notice: If after the date of this Trust Deed:

6.1.1 the Company authorises the grant, issue or offer to the holders of Shares of options, rights or warrants to subscribe for or purchase either any Shares or any securities convertible into, or exchangeable for or which confer rights to purchase, Shares; or

6.1.2 the Company declares a dividend in or makes any other distribution on, or pays or makes any cash or other distribution in respect of, Shares, other than cash dividends which are not Extraordinary Cash Dividends, or authorises the grant, issue or offer to the holders of Shares of rights or warrants to subscribe for or purchase any shares or securities other than Shares or any securities convertible into or exchangeable for or which confer rights to purchase Shares; or

6.1.3 there is a re-classification of the Shares (including a division or consolidation of the Company’s outstanding Shares) or a consolidation, merger or amalgamation to which the Company is a party (whether or not the Company will be a continuing corporation) or any sale or transfer of all or substantially all of the assets or business of the Company; or

6.1.4 the Company authorises the issue of any securities convertible into or exchangeable for Shares or rights or warrants to subscribe for or purchase Shares or securities (other than those referred to in Clause 6.1.1 or 6.1.2 above) which will, or authorises the issue of any Shares which will, (or, if in any such case a relevant consideration or offering price fixed by the Directors to be recommended at a relevant general meeting of shareholders is adopted, will) upon issue give rise to an adjustment to the Conversion Price pursuant to Condition 6.3; or

6.1.5 there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company,

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the Company shall forthwith give 14 days’ written notice thereof to the Trustee and the Principal Agent and, in addition, it will at least 10 days before the applicable record date (provided however that if there is no applicable record date, the date by which the Company shall give such written notice shall be the earlier of the effective date or the date of submission) give notice to the Bondholders in accordance with Condition 17 stating, as the case may require:

(a) the record date in India for such grant, issue or offer of options, rights or warrants, dividend, distribution or payment or such re-classification (and, in the case of the grant, issue or offer of options, rights or warrants, the period during which such options, rights or warrants may be exercised); or

(b) the date in India (i) on which such re-classification, consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up is to be submitted to a general meeting of Shareholders of the Company for approval, and (ii) which is the record date for the same (if applicable), and (iii) on which such re-classification, consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up is expected to become effective, and (iv) as of which it is expected that holders of Shares will be entitled, if at all, to exchange their Shares for securities or other property deliverable upon such re-classification, consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up; or

(c) (in the event of the declaration of a dividend or other distribution referred to in Clause 6.1.2 above, the payment of which must, under mandatory provisions of the laws of India, be submitted for approval to a general meeting of Shareholders or to a meeting of the Directors before such dividend or other distribution may be paid or made) the date of such submission; or

(d) (in the event of an issue referred to in Clause 6.1.4 above) the date of such issue; or

(e) (in the event of such re-classification, consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up not being submitted to a general meeting of shareholders of the Company for approval) (i) the record date for the same (if applicable), and (ii) the date when the same becomes effective;

provided that:

(aa) if the exact date of any such submission referred to in paragraph (b) or (c) above is not known at the time of such notice in writing to the Trustee and the Principal Agent, such notice shall indicate the approximate date thereof and the Company shall give a second notice in writing to the Trustee and the Principal Agent as soon as practicable, specifying the exact date of submission;

(bb) if the period referred to in paragraph (a) above or the effective date or exchange date referred to in paragraph (b) above or the date of issue or effective date referred to in paragraph (d) or (e) above is not known at the time of such first notice to the Trustee and the Principal Agent, the Company shall give a second notice in writing to the Trustee and the Principal Agent, at least 10 days before the commencement of such period or (as the case may be) before such date specifying such period (and the date of its commencement), effective date, exchange date or date of issue specifying such period and the date of commencement thereof and/or such effective date and/or such exchange date and/or such date of issue and shall also (in a case within paragraph (a), (b) or (e) above) cause such second written notice to be given to Bondholders in accordance with Condition 17 at least 10 days before the commencement of the applicable period or (as

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the case may be) before the effective date or exchange date except where such period or date has already been specified in the first notice to the Trustee and the Bondholders; and

(cc) in the case of any issue referred to in Clause 6.1.4 above, the Company need not give any notice mentioned above before the date on which the relevant consideration per Share for such issue is fixed by the Company but in any such case the Company shall promptly upon the fixing of such consideration give notice in accordance with this Clause 6.1.

6.2 Where Adjustment to Conversion Price Required: If the event referred to in a notice required pursuant to Clause 6.1 would result in an adjustment to the Conversion Price, such notice shall also state the Conversion Price in effect at the time such notice is required to be given and the Conversion Price which will result after giving effect to such event or, if such adjusted Conversion Price is not then determinable, the fact that an adjustment in the Conversion Price may result. Without prejudice to Clause 6.3, if, after giving effect to the event covered by any such notice and to any adjustment in the Conversion Price, the Shares could not or might not (but for Condition 6.3.18), under applicable law then in effect, be legally issued upon conversion of Bonds as fully-paid and non-assessable, any such notice shall also state such fact and the extent to which, by reason of such provisions, effect will not be given to such adjustment.

6.3 Notice of Adjustment: If the Conversion Price is to be adjusted, the Company shall (a) as soon as practicable notify (by fax or by letter signed by authorised signatories) the Trustee and each of the Agents of particulars of the event giving rise to the adjustment, the Conversion Price before and after the adjustment, the date on which the adjustment takes effect and such other information as the Trustee may reasonably require (including the Company’s confirmation of the Closing Price data on which the calculation is based and a summary of the calculation), and (b) promptly after the adjustment takes effect, give notice to the Bondholders in accordance with Condition 17 (with a copy to the Trustee) stating that the Conversion Price has been adjusted and setting out the event giving rise to the adjustment, the Conversion Price in effect before the adjustment, the adjusted Conversion Price and the effective date of the adjustment. However, a notice pursuant to Clause 6.1 correctly stating any information required to be given pursuant to this Clause 6.3 shall, as to such information, satisfy the requirements of this Clause 6.3 save to the extent that further or different information should be notified.

6.4 Notification of Closed Periods: The Company shall give not less than ten days’ nor more than sixty days’ written notice to the Trustee, the Bondholders and each of the Agents of (a) any days during the Conversion Period on which the Company’s register of shareholders is to be closed by reason of Indian law or regulation or for the purpose of establishing any dividend or other rights attaching to the Shares, and (b) any other day during the Conversion Period on which it is aware that its register of shareholders is to be closed. The notice shall state the reason for such closure. Notwithstanding the foregoing, for each Closed Period, the Company will give notice to the Trustee, the Bondholders and each of the Agents at the beginning of such period.

6.5 Notification of end of Conversion Period: The Company shall give not less than 28 days’ nor more than 42 days’ notice to the Bondholders in writing prior to the end of the Conversion Period, which notice shall specify the Conversion Rights of the Bondholders and the Conversion Price then in effect (as adjusted pursuant to Clause 7 of this Trust Deed, if applicable).

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7 Further Issues

7.1 Liberty to Create: The Company may, from time to time without the consent of the Bondholders, create and issue further securities (the “Further Bonds”) either having the same terms and conditions as the Bonds in all respects (or in all respects except the date of issue) and so that such further issue shall be consolidated and form a single series with the Bonds, or (in any case) upon such terms as to interest, conversion, premium, redemption and otherwise as the Company may at the time of issue thereof determine.

7.2 Means of Constitution: Any Further Bonds created and issued pursuant to the provisions of Clause 7.1 so as to form a single series with the Bonds shall be constituted by a deed supplemental to this Trust Deed and any other Further Bonds created and issued pursuant to the provisions of Clause 7.1 may, with the consent of the Trustee, be so constituted. The Company shall, prior to the issue of any Further Bonds to be so constituted, execute and deliver to the Trustee a deed supplemental to this Trust Deed (if applicable duly stamped or denoted) and containing a covenant in the form mutatis mutandis of Clause 2 of this Trust Deed in relation to the principal and interest in respect of such Further Bonds and such other provisions (corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require.

7.3 Meetings of Bondholders: If the Trustee so directs, Schedule 3 shall apply equally to Bondholders and to holders of any securities issued pursuant to the Conditions as if references in it to “Bonds” and “Bondholders” were also to such securities and their holders respectively.

7.4 Notice of Further Issues: Whenever it is proposed to create and issue any Further Bonds, the Company shall give to the Trustee not less than seven days’ notice in writing of its intention to do so, stating the amount of Further Bonds proposed to be created or issued.

7.5 Separate Series: Any Further Bonds not forming a single series with the Bonds shall form a separate series and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of Clauses 2, 4, 5, 6.2, 7.3 and Clauses 8 to 21 (inclusive) and Schedule 3 shall apply mutatis mutandis separately and independently to the Bonds of each such series and in such Clauses and Schedule the expressions “Bonds” and “Bondholders” shall be construed accordingly.

7.6 Expert Certificate: If not less than 5 per cent. of the Bondholders shall have any doubts as to the appropriate adjustment to the Conversion Price, the Company shall at its expense and at the request of the Trustee, acting on the instructions of the Bondholders, and as soon as practicable, provide the Trustee with a certificate signed by two Directors setting out the method by which the adjustment is calculated and a certificate of an Independent Financial Institution certifying the appropriate adjustment to the Conversion Price and such a certificate shall be conclusive and binding on all concerned.

8 Application of Moneys received by the Trustee

8.1 Declaration of Trust: All moneys received by the Trustee in respect of the Bonds or amounts payable under this Trust Deed will, despite any appropriation of all or part of them by the Company, be held by the Trustee upon trust to apply them (subject to Clause 8.2):

8.1.1 first, in payment or satisfaction of all fees, costs, expenses and liabilities incurred by the Trustee and the Agents (including remuneration payable to the Trustee and the Agents) in carrying out their respective functions under this Trust Deed and the Agency Agreement pari passu and rateably;

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8.1.2 secondly, in payment of any other amounts (including principal, interest, default interest (if any) and premium (if any)) owing in respect of the Bonds pari passu and rateably; and

8.1.3 thirdly, in payment of any balance (if any) to the Company for itself.

If the Trustee holds any moneys in respect of Bonds which represent principal, interest and premium (if any) in respect of which claims have become prescribed under Condition 12, the Trustee will hold them on these trusts and apply them as set out in this Clause 8.1.

8.2 Accumulation: If the amount of the moneys at any time available for payment in respect of the Bonds under Clause 8.1 is less than 10 per cent. of the principal amount of the Bonds then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting interest and other income until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent of the principal amount of the Bonds then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 8.1.

8.3 Investment: Subject to Clause 8.2, moneys held by the Trustee may, in the Trustee’s absolute discretion, be invested in its name or under its control in any investments or other assets anywhere whether or not they produce income or deposited in its name or under its control at such bank or other financial institution in a U.S. dollar interest bearing account as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest calculated by reference to the rate of interest which at the relevant time would be payable by it on such a deposit to an independent customer.

9 General Covenants

So long as any Bond is outstanding, the Company will:

9.1 General Compliance: comply with, perform and observe the provisions of this Trust Deed and the Conditions;

9.2 Books of Account: keep, and procure that each of its Subsidiaries keeps, proper books of account and, so far as permitted by applicable law, allow, and procure that each of its Subsidiaries will allow, the Trustee and anyone appointed by it, access to the books of account of the Company and/or the relevant Subsidiary, respectively, at all reasonable times during normal business hours;

9.3 Notice of Events of Default: notify the Trustee in writing immediately on becoming aware of the occurrence of any Event of Default or Potential Event of Default;

9.4 Information: so far as permitted by applicable law, give or procure to be given to the Trustee such opinions, certificates, information and evidence as it shall reasonably require and in such form as it shall reasonably require for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under this Trust Deed or by operation of law;

9.5 Financial Statements, etc.: send to the Trustee, as promptly as practicable (at the time of their issue and in any event within six months of the end of the annual Fiscal Period) after the close of each Fiscal Period, two copies in (or translated into) the English language of the annual report containing audited financial statements of the Company as at the end of, and for, such Fiscal Period, reported on by the Auditors and prepared in accordance with generally accepted

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accounting principles in India, provided that if and to the extent that the financial statements are not prepared or adjusted on a basis consistent with that used for the preceding corresponding Fiscal Period, that fact shall be stated and also two copies in (or translated into) the English language of any restated financial statements or documents to be provided to the Trustee as soon as practicable;

9.6 Information Material to Bondholders: send to the Trustee in (or translated into) the English language a summary of or a copy of all notices, statements and documents which are issued (or which under any legal or contractual obligation should be issued) to the holders of its Shares or its creditors generally as soon as practicable (but not later than 30 days) after their date of issue and make available to the Agents (without cost to the Agents) as many further copies or translations as they may request in order to satisfy any reasonable request from Bondholders from time to time;

9.7 Certificate of Directors: send to the Trustee, within 14 days of its annual audited financial statements being made available to its Shareholders and also within 14 days after any written request by the Trustee, a certificate of the Company (in or substantially in the form as set out in Schedule 4) signed by two Directors to the effect that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Company as at a date (the “Certification Date”) being not more than five days before the date of the certificate:

9.7.1 no Event of Default or Potential Event of Default had occurred since the date of this Trust Deed or the Certification Date of the last such certificate (if any) or, if such an event had occurred, giving details of it;

9.7.2 the Company has complied with all its obligations under this Trust Deed and the Bonds; and

9.7.3 there has been no change in the laws or regulations of India affecting the conversion of the Bonds (or the Conversion Right being exercisable).

Such certificates shall be accompanied in each case by an up-to-date list of the Directors and each of their specimen signatures. The Trustee shall be entitled to conclusively rely upon certificates of the Company and shall not be liable to any person for relying upon such certificates.

9.8 Notices to Bondholders: subject to applicable law, send to the Trustee, at least three days before the date of publication, a copy of the form of each notice in the English language to be given to Bondholders and once given, two copies of each such notice, such notice to be in a form approved by the Trustee (such approval not to be unreasonably withheld and, unless so expressed, not to constitute approval for the purpose of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) of any notice which is a communication within the meaning of Section 21 of FSMA) and (if appropriate) complying with the requirements of the SGX-ST. All notices shall be issued at the expense of the Company. The Trustee shall have no obligation to monitor compliance with such requirements and it shall be the sole responsibility of the Company to ensure such compliance;

9.9 Further Acts: so far as permitted by applicable law, execute all such further documents and do such further things as may be necessary in the opinion of the Trustee to give effect to this Trust Deed and the Bonds;

9.10 Notice of late payment: forthwith upon request by the Trustee dispatch notice to the Bondholders in accordance with Condition 17 of any unconditional payment to the Principal Agent

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or the Trustee of any sum due in respect of the Bonds that by the time of such notice, has not been made or was made after the due date for such payment;

9.11 Change in Agents: give at least 14 days’ prior notice to the Bondholders of any future appointment, resignation or removal of any Agent or of any change by any Agent of its specified office and not make any such appointment or removal without the Trustee’s prior written approval;

9.12 Trust Deed: comply with and perform and observe all the provisions of this Trust Deed which are expressed to be binding on it. The Conditions shall be binding on the Company and the Bondholders. The Trustee shall be entitled to enforce the obligations of the Company under the Bonds and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Bonds. The provisions contained in Schedule 3 shall have effect in the same manner as if herein set forth;

9.13 Filing, Registration and Reporting: duly and punctually comply with or procure that there is complied with all filing, registration, reporting and similar requirements required in accordance with applicable Indian law and regulations from time to time relating in any manner whatsoever to this Trust Deed and the Bonds;

9.14 Consents, Approvals and Authorisations: obtain, comply with and do all that is necessary to maintain in full force and effect any governmental or regulatory consents, approval, authorisation, resolution, license or exemption required by the Company relating in any manner whatsoever to this Trust Deed and the Bonds;

9.15 Early Redemption: give prior notice to the Trustee of any proposed early redemption pursuant to Conditions 8.2 or 8.3;

9.16 Notification of Satisfaction of Conversion Rights: notify the Trustee promptly in writing when any Conversion Right has been duly exercised and discharged of that fact and of the identifying numbers of the Bonds in respect of which such Conversion Right has been duly exercised and discharged;

9.17 Other Information: send to the Trustee together with the annual report referred to in Clause 9.5 a list in (or translated into) the English language of all documents issued during or in respect of the relevant annual Fiscal Period by the Company to its Shareholders, which list shall indicate the principal subject of each such document and (if the Trustee so requires at any time) provide a certified copy or summary, in each case in (or translated into) the English language, of any document described in such list within 30 days after being requested to do so;

9.18 Repurchase Option upon Delisting or Change of Control or Non-Permitted Conversion Price Adjustment Event: promptly upon the occurrence of a Delisting or Change of Control or Non-Permitted Conversion Price Adjustment Event give notice thereof to the Trustee (in writing) and the Bondholders in accordance with Condition 17 and otherwise comply with Conditions 8.4, 8.5, 8.6 and 8.7;

9.19 Subsidiaries: give to the Trustee at the same time as sending the report referred to in Clause 9.5 above and, in any event, not later than 180 days after the end of (i) each annual Fiscal Period of the Company, a certificate signed by two Directors setting out a list of the names of the Subsidiaries of the Company as at the last day of the last annual Fiscal Period of the Company;

9.20 Bonds held by Company etc.: send to the Trustee as soon as practicable after being so requested by the Trustee, solely for the purpose of determining how many Bonds are outstanding, a certificate of the Company signed by two Directors stating the number of Bonds held at the date of such certificate by or on behalf of the Company or its Subsidiaries; and

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9.21 Listing of the Bonds and the Shares: it will use its best endeavours (a) to obtain and maintain a listing of the Bonds on the SGX-ST, (b) to maintain a listing for all the issued Shares on the Indian Exchanges, (c) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the Bonds on the Indian Exchanges, and (d) if the Company is unable to obtain or maintain such listings, or maintenance of such listings is unduly onerous, to obtain and maintain a listing for all the Bonds and the Shares issued on the exercise of the Conversion Rights on such other stock exchange (the “Alternative Stock Exchange”) as the Company may from time to time (with the prior written consent of the Trustee) determine and will forthwith give notice to the Bondholders in accordance with Condition 17 of the listing or delisting of the Shares or the Bonds (as a class) on any of such stock exchanges.

10 Remuneration and Indemnification of the Trustee

10.1 Normal Remuneration: So long as any Bond is outstanding the Company will pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree in writing, which sums, for the avoidance of doubt, shall be paid free and clear of deduction and withholding for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or in India or any political subdivision thereof or by an authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In the event that any such withholding or deduction in respect of any such payment is required by law, the Company shall pay, or cause to be paid, such additional amounts as may be necessary in order that the net amounts received by the Trustee after such withholding or deduction shall equal the amounts which would have been receivable by it had no such withholding or deduction been required. Such remuneration will accrue from day to day from the date of this Trust Deed and shall be payable in priority to payments to the Bondholders. However, if any payment to a Bondholder of moneys due in respect of any Bond or delivery of Shares on conversion of a Bond is improperly withheld or refused, such remuneration will again accrue as from the date of such withholding or refusal until payment or delivery to such Bondholder or the Trustee is duly made.

10.2 Extra Remuneration: If an Event of Default or a Potential Event of Default shall have occurred, the Company hereby agrees that the Trustee is entitled to be paid additional remuneration calculated at its normal hourly rates applicable from time to time. In any other case, if the Trustee finds it expedient or necessary or is requested by the Company to undertake duties which they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Trust Deed, the Company will pay such additional remuneration as they may agree (and which may be calculated by reference to the Trustee’s normal hourly rate in place from time to time) or, failing agreement as to any of the matters in this Clause 10 (or as to such sums referred to in Clause 10.1), as determined by a financial institution (acting as an expert) selected by the Trustee and approved by the Company or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such financial institution’s fee will be paid by the Company, which sums, for the avoidance of doubt, shall be paid free and clear of deduction and withholding on account of taxation. The determination of such financial institution will, in the absence of manifest error, be conclusive and binding on the Company, the Trustee and the Bondholders.

10.3 Expenses: The Company will on demand by the Trustee pay or discharge all reasonable costs, charges, liabilities and expenses incurred by the Trustee in the preparation and execution of this Trust Deed and the performance of its functions under, and in any other manner in relation to, this Trust Deed and the Conditions including but not limited to expenses incurred seeking appropriate legal or financial advice to discharge its duties in accordance with the Conditions, legal and

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travelling expenses and any stamp, documentary or other taxes or duties paid or payable by the Trustee in connection with any action or legal proceedings brought or contemplated by the Trustee against the Company to enforce any provision of this Trust Deed or the Bonds. Such costs, charges, liabilities and expenses will:

10.3.1 in the case of payments made by the Trustee before such demand carry interest from the date of the demand at the rate of two per cent. per annum above the Trustee’s cost of funds determined by the Trustee on the date on which the Trustee made such payments; and

10.3.2 in other cases carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date.

10.4 Indemnity: The Company will, subject to Clause 12, indemnify the Trustee in respect of Amounts or Claims paid or incurred by it in acting as trustee under this Trust Deed (including (1) any Agent/Delegate Liabilities and (2) in respect of any proceedings or disputing or defending any Amounts or Claims made against the Trustee or any Agent/Delegate Liabilities). If any withholding or deduction is required by law in respect of payments made by the Company to the Trustee under this Clause 10.4, the Company shall pay additional amounts as may be necessary in order that the net amounts received by the Trustee after such deduction or withholding shall equal the amounts which would have been receivable by the Trustee had no such deduction or withholding been required. “Amounts or Claims” are losses, liabilities, costs, claims, actions, demands or expenses and “Agent/Delegate Liabilities” are Amounts or Claims which the Trustee is or would be obliged to pay or reimburse to any of its agents or delegates appointed pursuant to this Trust Deed. The Contracts (Rights of Third Parties) Act 1999 applies to this Clause 10.4.

10.5 Continuing Effect: Clauses 10.3 and 10.4 will continue in full force and effect as regards the Trustee even if it no longer is Trustee or the Bonds are no longer outstanding or this Trust Deed has been discharged or terminated.

11 Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000

By way of Supplement to the Trustee Act 1925 and the Trustee Act 2000 it is expressly declared as follows:

11.1 Advice: The Trustee may engage lawyers or other experts (at the cost of the Company) and may act, or not act, as the case may be, on the opinion or advice of, or information obtained from, any such expert (including the Auditors), whether obtained by or addressed to the Company, the Trustee, the Principal Agent or any other person, and notwithstanding any monetary or other limit on liability in respect thereof, will not be responsible to anyone for any loss occasioned by so acting or not acting. Any such opinion, advice or information may be sent or obtained by letter, telex, fax or electronic mail and the Trustee will not be liable to anyone for acting, or not acting, in good faith on any opinion, advice or information purporting to be conveyed by such means, notwithstanding any limitation on liability (monetary or otherwise) in relation to such person’s opinion or advice and even if it contains some error or is not authentic.

11.2 Trustee to Assume Due Performance: The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if an Event of Default, Potential Event of Default, Change of Control or Delisting has occurred. Until it has express notice in writing to the contrary, the Trustee may assume that no such event has occurred and that the Company is performing all

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its obligations under this Trust Deed, the Agency Agreement and the Bonds and no event has happened as a consequence of which any of the Bonds may become repayable.

11.3 Resolutions of Bondholders: The Trustee will not be responsible for having acted in good faith upon a resolution in writing purporting to have been signed by the requisite Bondholders or upon a resolution purporting to have been passed at a meeting of Bondholders in respect of which minutes have been made and signed even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Bondholders.

11.4 Certificate signed by Directors: If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by two Directors as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and will not be responsible for any loss occasioned by acting on such a certificate.

11.5 Deposit of Documents: The Trustee may deposit this Trust Deed any other documents in any part of the world with any bank or entity whose business includes the safe custody of documents or with any lawyer or firm of lawyers believed by it to be of good repute and may pay all sums due in respect thereof and the Trustee shall not be responsible for and required to insure against any loss incurred in connection with such deposit. The Trustee is not obliged to appoint a custodian of securities payable to bearer.

11.6 Discretion: Subject to Clause 12, the Trustee will have absolute and uncontrolled discretion as to the exercise or non-exercise of its functions pursuant to the Conditions and this Trust Deed and will not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise. Whenever in this Trust Deed, the Agency Agreement or by law, the Trustee shall have discretion or permissive power it may decline to exercise the same in the absence of approval by the Bondholders and need not exercise the same unless it has been indemnified and/or provided with security to its satisfaction.

11.7 Agents: Whenever it considers it expedient in the interests of the Bondholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money). Provided that the Trustee shall have exercised reasonable care in the selection of any such agent, the Trustee shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such agent or be bound to supervise the proceedings or acts of any such agent.

11.8 Delegation: Whenever it considers it expedient in the interests of the Bondholders, the Trustee may delegate to any person on any terms (including power to sub-delegate) all or any of its functions. Provided that the Trustee shall have exercised reasonable care in the selection of any such delegate, the Trustee shall not be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any such delegate or be bound to supervise the proceedings or acts of any such delegate.

11.9 Nominees: In relation to any asset held by it under this Trust Deed, the Trustee may appoint any person to act as its nominee on any terms. The Trustee will not be responsible, if exercising reasonable care, to anyone for any loss, liability, cost, claim, action, demand or expense incurred for any misconduct default or omission by any such nominee so employed by it or be bound to supervise the proceedings or acts of any such nominee.

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11.10 Forged Bonds: The Trustee will not be liable to the Company or any Bondholder by reason of having accepted as valid or not having rejected any Bond purporting to be such and later found to be forged or not authentic, unless the Trustee fails to show the degree of care and diligence required of it as a trustee or indulges in wilful misconduct.

11.11 Confidentiality: Unless ordered to do so by a court of competent jurisdiction the Trustee shall not be required to disclose to any Bondholder or any other person in connection with the provisions of this Trust Deed, any confidential financial or other information made available to the Trustee by the Company and no Bondholder shall be entitled to take any action to obtain from the Trustee any such information.

11.12 Determinations Conclusive: As between itself and the Bondholders the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive and shall bind the Trustee and the Bondholders.

11.13 Currency Conversion: Where it is necessary or desirable, upon consultation with the Company, to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee in its discretion but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Company and the Bondholders.

11.14 Events of Default: The Trustee may determine in its discretion whether or not an Event of Default or a Potential Event of Default is in its opinion capable of remedy and/or materially prejudicial to the interests of the Bondholders. Any such determination will be conclusive and binding on the Company and the Bondholders. If the Trustee is unable in its sole discretion to determine whether an Event of Default or Potential Event of Default is capable or incapable of remedy and/or an event is materially prejudicial to the interests of the Bondholders, it may call for and rely on an Extraordinary Resolution of the Bondholders to make such determination in accordance with such Extraordinary Resolution and the Trustee shall not be obliged to make any determination unless it has been indemnified and/or secured to its satisfaction by the Bondholders.

11.15 Payment for and Delivery of Bonds: The Trustee will not be responsible for the receipt or application by the Company of the proceeds of the issue of the Bonds, any exchange of Bonds or the delivery of Certificates to the persons entitled to them.

11.16 Bonds held by the Company etc.: In the absence of express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate under Clause 9.19) that no Bonds are for the time being held beneficially by or on behalf of the Company or its Subsidiaries.

11.17 Conversion Price: The Trustee shall have no duty, obligation or responsibility to determine or monitor whether facts exist which may require an adjustment of the Conversion Price or to determine the nature or extent of any such adjustment when made or the method used or to be used in making it and shall incur no liability for any failure to do so.

11.18 The Shares: The Trustee shall have no duty or responsibility at any time in respect of the validity or value (or the kind or amount) of the Shares or any other property which may at any time be issued or delivered on the conversion of any Bond or the sale or other disposal of any Shares. The Trustee shall not be responsible for any failure of the Company to make available or deliver any Shares, share certificates or any other securities or property or make any payment on the exercise of any Conversion Right.

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11.19 Responsibility: The Trustee assumes no responsibility for the correctness of Recital (A), any representation or warranty given by any person in this Trust Deed, nor shall the Trustee by the execution of this Trust Deed be deemed to make any representation as to the validity, sufficiency or enforceability of this Trust Deed or any part thereof.

11.20 Action by the Trustee: Notwithstanding anything else contained in this Trust Deed the Trustee shall not be required to take any action prior to making any declaration under Condition 10 that the Bonds are immediately due and payable (save that it will procure notice to be given to the Bondholders of any Event of Default of which it has actual knowledge or express notice in writing from the Company) if such action would require the Trustee to incur any expenditure or other financial liability or risk its own funds (including obtaining any advice which it might otherwise have thought appropriate to obtain). The Trustee shall not be under any obligation to take proceedings against the Company to enforce payment of the Bonds after the Bonds have become due and payable nor to declare the Bonds immediately due and payable under Condition 10 unless it shall have been so requested in writing by the holders of not less than 25 per cent. in principal amount of the Bonds then outstanding (which request has not been revoked) or shall have been so directed by an Extraordinary Resolution of the Bondholders and it shall have been indemnified and/or secured to its satisfaction.

11.21 Satisfaction of Trustee in Condition 8.3: For the purposes of Condition 8.3 the Trustee shall be satisfied by the Company that the Company will be obliged to pay additional amounts as provided in that Condition by the delivery to it of (a) a certificate signed by two Directors and (b) an opinion of independent legal or tax advisors of recognised international standing stating that such change or amendment has occurred (irrespective of whether such amendment or change is then effective).

11.22 Consolidation, amalgamation etc.: The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any Bondholder and shall not be under any duty or responsibility to determine the correctness of any provision contained in this Trust Deed relating either to the kind or amount of shares or capital stock or securities or property to be received by Bondholders upon the conversion of their Bonds after any such consolidation, amalgamation, merger, sale or transfer or of any adjustment of the Conversion Price resulting therefrom.

11.23 Bonds and documents: Unless the Trustee fails to show the degree of care and diligence required of it as a trustee or indulges in wilful misconduct, the Trustee shall not be liable to the Company or any Bondholder if it has accepted as valid or has not rejected any Certificate purporting to be such and subsequently found to be forged or not authentic nor shall it be liable for any action taken or omitted to be taken in reliance on any document, certificate or communication believed by it to be genuine, after taking reasonable care, and to have been presented or signed by the proper parties, including, for the avoidance of doubt, the Registrar.

11.24 Consent: Any consent given by the Trustee for the purposes of this Trust Deed may be given on such reasonable terms and subject to such reasonable conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in this Trust Deed may be given retrospectively.

11.25 Trustee’s Funds: Nothing herein shall be construed to require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the discharge or its duties and responsibilities hereunder.

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11.26 Transactions with Company: Nothing herein shall prevent the Trustee from entering into financial transactions with the Company or any of its Subsidiaries and the Trustee shall not be under any obligation to account to Bondholders with respect to any profits derived therefrom.

11.27 Interests of Bondholders: In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modifications, waiver or authorisation of any breach or proposed breach of any of the Conditions or any of the provisions of this Trust Deed), the Trustee shall have regard to the general interests of the Bondholders as a class and shall not have regard to any interest arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or otherwise to the tax consequences thereof and the Trustee shall not be entitled to require from the Company, nor shall any Bondholder be entitled to claim from the Company or the Trustee, any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders except to the extent provided for in Condition 9 and/or in any undertakings given in addition thereto or in substitution therefor pursuant to this Trust Deed.

11.28 Action contrary to law etc.: The Trustee may refrain from doing anything in any jurisdiction if doing the relevant thing in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of England or India, or would otherwise render it liable to any person in that jurisdiction or England or India or if, in its opinion based upon such legal advice, it would not have power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in England or India or if it is determined by any court or other competent authority in that jurisdiction or in England or India that it does not have such power.

11.29 Reliance on information: The Trustee may conclusively rely, as to the truth of the statements, the accuracy of any mathematical calculations and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Deed.

11.30 Not responsible for error of judgment: The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or responsible officers of the Trustee, unless the Trustee fails to show the degree of care and diligence required of it as a trustee having regard to the provisions hereof or indulges in wilful misconduct.

11.31 Trustee Act 2000: For the avoidance of doubt, (a) the Trustee may retain or invest in securities payable to bearer without appointing a person to act as custodian and (b) the application of sections 22 or 23 of the Trustee Act 2000 is not inconsistent with the terms of this Trust Deed.

11.32 Compliance: The Conditions shall be binding on the Company and the Bondholders. The Trustee shall be entitled to enforce the obligations of the Company under the Bonds and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Bonds. The provisions contained in Schedule 3 shall have effect in the same manner as if herein set forth.

11.33 No obligation to monitor: The Trustee shall be under no obligation to monitor or supervise the functions of any other person under the Bonds or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations. The Trustee shall be under no obligation to monitor any financial

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performance of the Company and the Trustee shall not be responsible to Bondholders for any loss arising from any failure to do so.

11.34 Assumption of genuine instructions: Subject to Clause 12, the Trustee may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instructions or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document.

11.35 Document requests: The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to the Bonds, or translations of documents, circulars, notices and statements provided by the Company pursuant to this Trust Deed, or for checking or commenting upon the content of any such legal opinion or document, circular, notice or statement and shall not be responsible for any liability incurred thereby. Any aforesaid documents, circulars, notices, statements or opinions received by the Trustee pursuant to this Trust Deed shall be made available for inspection by Bondholders during normal business hours at the specified office of the Trustee.

11.36 Satisfaction as to indemnity: The Trustee shall not be bound to take any action in connection with this Trust Deed or any obligations arising pursuant thereto, including, without prejudice to the generality of the foregoing, forming any opinion or employing any financial adviser, where it is not reasonably satisfied that the Company or as the case may be, the Bondholders will be able to indemnify it against all liabilities which may be incurred in connection with such action and may demand prior to taking any such action that there be paid to it in advance such sums as it reasonably considers (without prejudice to any further demand) shall be sufficient so to indemnify it. On such demand being made the Company or as the case may be, the Bondholders shall be obliged to make payment of all such sums in full.

11.37 Claims: Subject to Clause 12, the Trustee shall not be liable or responsible for any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever or inconvenience which may result from any action done by it in accordance with the provisions of this Trust Deed.

11.38 No liability for losses: Notwithstanding any other term or provision of this Trust Deed to the contrary, the Trustee shall not be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, even if the Trustee is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this Clause shall survive the termination or expiry of this Trust Deed or the resignation or removal of the Trustee.

11.39 Reliance on certificates: The Trustee may rely without liability to Bondholders on any certificate prepared by any two Directors and accompanied by a certificate or report prepared by the auditors of the Company or an internationally recognised firm of accountants pursuant to the Conditions and/or this Trust Deed, whether or not addressed to the Trustee, and whether or not the same are subject to any limitation on the liability of that internationally recognised firm of accountants and whether by reference to a monetary cap or otherwise limited or excluded and shall be obliged to do so whether the certificate or report is delivered pursuant to the obligation of the Company to procure such delivery under the Conditions; any such certificate or report shall be conclusive and binding on the Company, the Trustee and the Bondholders.

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11.40 Responsibility for agents etc.: If the Trustee exercises reasonable care in selecting any custodian, agent, delegate or nominee appointed under this clause (an “Appointee”), it will not have any obligation to supervise the Appointee or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of the Appointee’s misconduct or default or the misconduct or default of any substitute appointed by the Appointee.

11.41 Bond Certificate: The Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg as to the principal amount of Bonds represented by a Global Certificate standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal amount of Bonds is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic, unless the Trustee fails to show the degree of care and diligence required of it as a trustee or indulges in wilful misconduct.

11.42 Limitation of liability: The Trustee’s limitations of liability contained in this Trust Deed and its right to indemnification in connection with the performance of its duties under this Trust Deed shall extend to the Trustee’s officers, directors and employees. Such limitations, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge or termination of this Trust Deed and final payment of the Bonds.

12 Trustee Liable for Negligence

The duty of care that applies to a trustee under Section 1 of the Trustee Act 2000 shall not apply to the Trustee provided that, if the Trustee fails to show the degree of care and diligence required of it as trustee having regard to the provisions hereof, nothing in this Trust Deed shall relieve or indemnify it from or against any liability which by any rule of law would otherwise attach to it in respect of any gross negligence or wilful default of which it may be guilty in relation to its duties under this Trust Deed.

13 Waiver and Proof of Default

13.1 Waiver: The Trustee may (but shall not be obliged to), without the consent of the Bondholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by the Company of the provisions of this Trust Deed, the Agency Agreement, the Bonds or the Conditions or determine that an Event of Default or Potential Event of Default will not be treated as such provided that the Trustee will not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 10. No such direction or request will affect a previous waiver, authorisation or determination. The Trustee’s waiver or authorisation may be subject to it being indemnified and/or secured to its satisfaction and to any other condition which the Trustee requires, including but not limited to obtaining, at the sole expense of the Company, advice from or an opinion of the Auditors and a certificate signed by two Directors. The Trustee shall not be liable for any loss or liability occasioned by any such modification or variation as aforesaid. Any such waiver, authorisation or determination will be

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binding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable.

13.2 Proof of Default: Proof that the Company has failed to issue payment of a sum due to the holder of any one Bond will (unless the contrary be proved) be sufficient evidence that it has made the same default as regards all other Bonds which are then payable.

13.3 Consents: Where under this Trust Deed provision is made for the giving of any consent or approval or the exercise of any discretion by the Trustee, any such consent or approval may be given and any such discretion may be exercised on such terms and conditions (if any) as the Trustee may think fit and all such consents and approvals may be given or exercised with retrospective effect. The Company shall observe and perform any such terms and conditions and the Trustee may at any time waive or agree a variation of such terms and conditions.

14 Trustee not Precluded from Entering into Contracts

14.1 Contracts: The Trustee and any other person, whether or not acting for itself, may acquire, hold or dispose of any Bond or other security (or any interest therein) of the Company or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary or agent for, any committee or body of holders of any securities of any such person in each case with the same rights as it would have had if the Trustee were not acting as Trustee and need not account for any profit.

14.2 Conflicts of interest: The Company hereby irrevocably waives, in favour of the Trustee, any conflict of interest which may arise by virtue of the Trustee acting in various capacities under the Trust Deed or for other customers of the Trustee. The Company acknowledges that the Trustee and its affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Company may regard as conflicting with its interests and may possess information (whether or not material to the Company) other than as a result of the Trustee acting as Trustee hereunder, that the Trustee may not be entitled to share with the Company. The Trustee will not disclose (without the Company’s consent) confidential information obtained from the Company to any of the Trustee’s other customers nor will the Trustee disclose confidential information to the Company which the Trustee has obtained from any other customer. Without prejudice to the foregoing, the Company agrees that the Trustee and its affiliates may deal (whether for its own or its customers’ account) in, or advise on, securities of any party and that such dealing or giving of advice, will not constitute a conflict of interest for the purposes of this Trust Deed.

15 Modification and Substitution

15.1 Modification

15.1.1 The Trustee may agree with the Company (but shall not be obliged to), without the consent of the Bondholders, to (i) any modification (except as mentioned in this Trust Deed) to, or any waiver or authorisation of any breach or proposed breach, of any of, the Bonds, the Agency Agreement or this Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders or (ii) any modification to the Bonds or this Trust Deed which, in the Trustee’s opinion, is of a formal, minor or technical nature or is made to correct a manifest error or to comply with a mandatory provision of law. The Trustee’s agreement may be subject to it being indemnified and/or secured to its satisfaction and to any other condition which the Trustee requires, including but not limited to obtaining, at the sole expense of the Company, advice from or an

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opinion of any financial institution or legal or other expert and a certificate signed by two Directors. The Trustee shall be entitled to but shall not be obligated to rely on such advice. The Trustee shall not be liable for any loss or liability occasioned by any such modification or variation as aforesaid. Any such modification, authorisation, or waiver shall be binding on the Bondholders and, unless the Trustee agrees otherwise, the Company will notify any such notification, authorisation or waiver to the Bondholders in accordance with Condition 17 as soon as practicable.

15.2 Substitution

15.2.1 The Trustee may (but shall not be obliged to), without the consent of the Bondholders, agree to the substitution of any other company in place of the Company, or of any previously substituted company (the “Substituted Obligor”), as the principal debtor under this Trust Deed and the Bonds, in each case provided that:

(i) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Agency Agreement and the Bonds (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Agency Agreement and the Bonds as the principal debtor in place of the Company;

(ii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Company is subject generally (the “Company’s Territory”), the Substituted Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms and manner corresponding to the terms of Condition 9 with the substitution for the references in that Condition to the Company’s Territory of references to the Substituted Territory whereupon this Trust Deed and the Bonds will be read accordingly;

(iii) two directors of the Substituted Obligor certify that it will be solvent immediately after such substitution and, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Company or any other person; and

(iv) the Company and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the Bondholders.

In the case of such a substitution, the Trustee may agree, without the consent of the Bondholders, to a change of the law governing the Bonds and/or this Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders. In such event, the Company shall give notice to Bondholders in accordance with Condition 17.

15.2.2 Release of Substituted Company: An agreement by the Trustee pursuant to this Clause 15.2 will, if so expressed, release the Company (or a previous substitute) from any or all of its obligations under this Trust Deed, the Agency Agreement and the Bonds. Notice of the substitution will be given to the Bondholders in accordance with Condition 17 within 14 days of the execution of such documents and compliance with such requirements.

15.2.3 Completion of Substitution: On completion of the formalities set out in this Clause 15.2, the Substituted Obligor will be deemed to be named in this Trust Deed, the Agency

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Agreement and the Bonds as the principal debtor in place of the Company (or of any previous substitute) and this Trust Deed, the Agency Agreement and the Bonds will be deemed to be amended as necessary to give effect to the substitution.

16 Appointment, Retirement and Removal of the Trustee

16.1 Appointment: The Company has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. A trust corporation will at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Company to the Bondholders as soon as practicable.

16.2 Retirement and Removal: Any Trustee may retire at any time on giving at least 60 days advance written notice to the Company without giving any reason and without being responsible for any costs occasioned by such retirement or, the appointment of a new trustee which shall be borne by the Company. The Bondholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of a sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, the Company will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee as soon as practicable and if, after 30 days of such notice having been given the Company has failed to do so, the Trustee shall be entitled (at the expense of the Company) but not obliged to appoint another trust corporation selected by the Trustee as its successor.

16.3 Co-Trustees: The Trustee may, despite Clause 16.1, by advance written notice to the Company appoint anyone to act as an additional Trustee jointly with the Trustee:

16.3.1 if the Trustee considers such appointment to be in the interests of the Bondholders;

16.3.2 to conform with any legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or

16.3.3 to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction.

Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may by written notice to the Company and that person remove that person. At the Trustee’s request, the Company will forthwith do all things as may be required to perfect such appointment or removal and it irrevocably appoints the Trustee to be its attorney in its name and on its behalf to do so. The Trustee shall not be responsible for supervising any such additional Trustee.

16.4 Competence of a Majority of Trustees: If there are more than two Trustees the majority of them will be competent to perform the Trustee’s functions provided the majority includes a trust corporation.

16.5 Successor: Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder (provided it is a trust corporation) without the execution or filing of any papers or any further act on the part of any of the parties hereto.

16.6 Powers and Remedies Cumulative: Except as otherwise provided in this Trust Deed, no right or remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be

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exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

17 Currency Indemnity

17.1 Currency of Account and Payment: U.S. Dollars (the “Contractual Currency”) is the sole currency of account and payment for all sums payable by the Company under or in connection with this Trust Deed and the Bonds, including damages.

17.2 Extent of discharge: Any amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company or otherwise) by the Trustee or any Bondholder in respect of any sum expressed to be due to it from the Company will only discharge the Company to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

17.3 Indemnity: If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed or the Bonds, the Company will indemnify it against any loss sustained by it as a result. In any event, the Company will indemnify the recipient against the cost of making any such purchase.

17.4 Indemnities separate: The indemnity in this Clause 17 and the indemnity in Clause 10.4 constitute separate and independent obligations from the other obligations in this Trust Deed, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Trustee and/or any Bondholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed and/or the Bonds or any other judgment or order. No proof of actual loss may be required.

17.5 Continuing Effect: This Clause 17 will continue in full force and effect as regard the Trustee even if it no longer is Trustee or the Bonds are no longer outstanding or this Trust Deed has been discharged.

18 Communications

Any notice required to be given under this Trust Deed to any of the parties shall be made in (or translated into) the English language and shall be by letter sent by registered post or courier or by fax:

in the case of the Company, to it at:

Sesa Goa Limited

Sesa Ghor

20 EDC Complex

Patto

Panaji

Goa 403 001

India

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Fax no.:	+91 832 246 0721
Attention:	Mr. C.D. Chitnis
and in the case of the Trustee, to it at:
Citicorp International Limited
39th Floor
ICBC Tower Citibank Plaza
3 Garden Road, Central
Hong Kong
Fax no.:	+852 2868 8048
Attention:	Agency and Trust

Any notice or demand sent by post as provided in this Clause shall be deemed (unless any relevant part of the postal service is affected by industrial action) to have been given, made or served three days (in the case of inland post) or seven days (in the case of overseas post) after despatch and any notice sent by fax as provided in this Clause shall be deemed to have been given, made or served 24 hours after despatch and receipt of confirmation of error-free transmission (if received during business hours and, if not, on the next business day in the place of receipt). Subject thereto, neither the non-receipt of, nor the time of receiving, any such confirmation of a notice given by fax as is referred to above shall invalidate or affect such notice or the time at which it is deemed as provided above to have been given.

Any of the parties named above may change its address for the purpose of this Clause by giving notice of such change to the other parties to this Agreement.

19 Force Majeure

Notwithstanding anything to the contrary in this Trust Deed, the Trustee shall not in any event be liable for any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations by any existing or future law or regulation, any existing or future act of governmental authority, Act of God, flood, war (whether declared or undeclared), terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system.

20 Governing Law and Jurisdiction

20.1 Governing Law: This Trust Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

20.2 Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Trust Deed or the Bonds and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed or the Bonds (“Proceedings”) may be brought in such courts. The Company irrevocably submits to the jurisdiction of such courts and waives any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is for the benefit of the Trustee and each of the Bondholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

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20.3 Service of Process: The Company irrevocably appoints Law Debenture Corporate Services Limited, currently of Fifth Floor, 100 Wood Street, London, EC2V 7EX, United Kingdom, as its authorised agent for service of process in any Proceedings in England. The Company will procure that, so long as any of the Bonds is outstanding, there shall be in force an appointment of such a person with an office in England with authority to accept service as aforesaid on behalf of the Company and the Company shall promptly notify the Trustee of any change in such agent and, failing such appointment within 15 days after demand by or on behalf of the Trustee, the Trustee shall be entitled by notice to the Company to appoint such person at the expense of the Company. Nothing herein shall affect the right to serve process in any other manner permitted by law.

21 Counterparts

This Trust Deed may be executed in counterparts which when taken together shall constitute one and the same document.

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Schedule 1

Form of Certificate for Definitive Bonds

On the front:

Amount	ISIN	Common Code	Certificate Number
	XS0454988592	045498859

SESA GOA LIMITED

(incorporated with limited liability under the laws of India)

U.S.$500,000,000

5.0 per cent. Convertible Bonds due 2014 convertible into Shares

The Bond or Bonds in respect of which this Certificate is issued, the identifying numbers of which are noted below, are in registered form and form part of a series designated as specified in the title (the “Bonds”) of Sesa Goa Limited (the “Company”) and constituted by the Trust Deed referred to on the reverse hereof. The Bonds are subject to, and have the benefit of, that Trust Deed and the terms and conditions (the “Conditions”) set out on the reverse hereof.

The Company hereby certifies that [—] of [—] is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of U.S.$[—] ([—] United States Dollars). For value received, the Company promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Certificate is issued such amount or amounts as shall become due in respect of such Bonds and otherwise to comply with the Conditions.

The Bonds in respect of which this Certificate is issued are convertible into fully paid equity shares with full voting rights and with a par value of Rs.1.00 each (“Shares”) of the Company subject to and in accordance with the Conditions and the Trust Deed.

This Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Certificate is issued.

This Certificate shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

The Certificate is governed by, and shall be construed in accordance with, English law.

IN WITNESS whereof the Company has caused this Certificate to be extended under hand and signed manually on its behalf by an authorised signatory of the Company.

Dated [—]

SESA GOA LIMITED

By:

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Certificate of Authentication

Certified that the above-named holder is at the date hereof entered in the register of Bondholders as holder of the above-mentioned principal amount of Bonds with identifying numbers:

Citigroup Global Markets Deutschland AG & Co. KGaA

as Registrar (without recourse, warranty or liability)

By:

Authorised Signatory

Dated:

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On the back:

PRINCIPAL PAYING AGENT

CONVERSION, TRANSFER AND PAYING AGENT

Citibank, N.A.

21^st Floor, Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

REGISTRAR

Citigroup Global Markets Deutschland AG & Co. KGaA

Reuterweg 16

60323 Frankfurt

Germany

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FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)                     

U.S.$             principal amount of the Bonds (having identifying numbers     ) in respect of which this Certificate is issued, and all rights in respect thereof.

All payments in respect of the Bonds hereby transferred are to be made (unless otherwise instructed by the transferee) to the following account:

Name of bank:

U.S.$ account number:

For the account of:

Dated:
	Certifying Signature
Name:

Notes:

(a) A representative of the Bondholder should state the capacity in which he signs, e.g. executor.

(b) The signature of the transferor shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Agent or the Registrar may require.

(c) This form and certificate of transfer should be dated as of the date it is deposited with the relevant Transfer Agent.

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TERMS AND CONDITIONS OF THE BONDS

The following other than the words in italics is the text of the Terms and Conditions of the Bonds which will appear on the reverse of each of the definitive certificates evidencing the Bonds:

The issue of U.S.$500,000,000 in aggregate principal amount of Convertible Bonds Due 2014 (the “Bonds”, which term shall include, unless the context requires otherwise, any further Bonds issued in accordance with Condition 16 and consolidated and forming a single series therewith) of Sesa Goa Limited (the “Issuer”), was authorised by a resolution of the Board of Directors of the Issuer passed on 24 September 2009 and by the shareholders of the Issuer at a general meeting of shareholders held on 20 October 2009. The Bonds are constituted by a trust deed (as amended or supplemented from time to time) (the “Trust Deed”) dated 30 October 2009 and made between the Issuer and Citicorp International Limited as trustee for the holders of the Bonds (the “Trustee”, which term shall, where the context so permits, include all other persons for the time being acting as trustee or trustees under the Trust Deed). The Issuer has entered into a paying, conversion and transfer agency agreement (as amended or supplemented from time to time, the “Agency Agreement”) dated 30 October 2009 with the Trustee, Citibank, N.A. as principal paying, conversion and transfer agent (the “Principal Agent”), Citigroup Global Markets Deutschland AG & Co. KGAA as registrar (the “Registrar”) and the other paying, conversion and transfer agents appointed under it (each a “Paying Agent”, “Conversion Agent”, “Transfer Agent” (references to which shall include the Registrar) and together with the Registrar and the Principal Agent, the “Agents” (which shall, where applicable, include the Singapore Agent (as defined in Condition 18))) relating to the Bonds. References to the “Principal Agent”, “Registrar” and “Agents” below are references to the principal agent, registrar and agents for the time being for the Bonds. The statements in these terms and conditions (these “Conditions”) include summaries of, and are subject to, the detailed provisions of the Trust Deed. Unless otherwise defined, terms used in these Conditions have the meaning specified in the Trust Deed. Copies of the Trust Deed and of the Agency Agreement are available for inspection at the registered office of the Trustee being at the date hereof at 39th Floor, ICBC Tower Citibank Plaza, 3 Garden Road, Central, Hong Kong and at the specified offices of each of the Agents. The Bondholders are entitled to the benefit of the Trust Deed and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them. Any redemption or repurchase, whether upon change of control or otherwise, and any adjustment to the conversion price in accordance with the terms and conditions contained herein will be subject to, and done in accordance with, applicable law.

1 Status

The Bonds constitute direct, unsubordinated, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4, at all times rank at least equally with all of its other present and future direct, unsubordinated, unconditional and unsecured obligations.

2 Form, Denomination and Title

2.1 Form and Denomination

The Bonds are issued in registered form in the denomination of U.S.$100,000 each or in integral multiples thereof. A bond certificate (each a “Certificate”) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Bond and each Certificate will be numbered

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serially with an identifying number which will be recorded on the relevant Certificate and in the register of Bondholders which the Issuer will procure to be kept by the Registrar.

Upon issue, the Bonds will be represented by a Global Certificate deposited with a nominee of a common depositary for, and representing Bonds registered in the name of a common nominee of, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. The Conditions are modified by certain provisions contained in the Global Certificate. Except in the limited circumstances described in the Global Certificate, owners of interests in Bonds represented by the Global Certificate will not be entitled to receive definitive Certificates in respect of their individual holdings of Bonds. The Bonds are not issuable in bearer form.

2.2 Title

Title to the Bonds passes only by transfer and registration in the register of Bondholders as described in Condition 3. The holder of any Bond will (except as otherwise required by law) be treated as the absolute owner of a Bond registered in its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Terms and Conditions “Bondholder” and (in relation to a Bond) “holder” means the person in whose name a Bond is registered.

3 Transfers of Bonds; Issue of Certificates

3.1 Register

The Issuer will cause to be kept at the specified office of the Registrar outside the United Kingdom and in accordance with the terms of the Agency Agreement a register on which shall be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers of the Bonds (the “Register”).

Each Bondholder shall be entitled to receive only one Certificate in respect of its entire holding.

3.2 Transfers

Subject to Conditions 3.5 and 3.6 and the terms of the Agency Agreement, a Bond may be transferred or exchanged by delivery of the Certificate issued in respect of that Bond, with the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing, to the specified office of the Registrar or any of the Transfer Agents. No transfer of title to a Bond will be valid unless and until entered on the Register.

Transfers of interests in the Bonds evidenced by the Global Certificate will be effected in accordance with the rules of the relevant clearing systems.

3.3 Delivery of New Certificates

3.3.1 Each new Certificate to be issued upon a transfer or exchange of Bonds will, within seven business days (at the place of the relevant specified office) of receipt by the Registrar or, as the case may be, any other relevant Transfer Agent of the original Certificate and the form of transfer duly completed and signed, be made available for collection at the specified office of the Registrar or such other relevant Transfer Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder) to the address specified in the form of transfer.

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3.3.2 Where only part of a principal amount of the Bonds (being that of one or more Bonds) in respect of which a Certificate is issued is to be transferred, exchanged, converted or redeemed or repurchased, a new Certificate in respect of the Bonds not so transferred, exchanged, converted, redeemed or repurchased will, within seven business days of delivery of the original Certificate to the Registrar or other relevant Agent, be made available for collection at the specified office of the Registrar or such other relevant Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred, exchanged, converted, redeemed or repurchased (but free of charge to the holder) to the address of such holder appearing on the Register.

3.3.3 For the purposes of these Conditions (except for Condition 7 and Condition 8.5.6), “business day” shall mean a day other than a Saturday or Sunday on which banks are open for business in New York City, London, Mumbai and the city in which the specified office of the Registrar (if a Certificate is deposited with it in connection with a transfer or conversion) or the Agent with whom a Certificate is deposited in connection with a transfer or conversion, is located.

3.4 Formalities Free of Charge

Registration of a transfer of Bonds and issuance of new Certificates will be effected without charge by or on behalf of the Issuer or any of the Agents, but upon (i) payment (or the giving of such indemnity as the Issuer or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer; and (ii) the Issuer or the relevant Transfer Agent being satisfied that the regulations concerning transfer of Bonds have been complied with.

3.5 Restricted Transfer Periods

No Bondholder may require the transfer of a Bond to be registered (i) during the period of 15 days ending on (and including) the due date for any redemption pursuant to Conditions 8.2 and 8.3 of the Bonds; (ii) after a Conversion Notice (as defined in Condition 6.2) has been delivered with respect to a Bond; (iii) after a Change of Control Put Exercise Notice (as defined in Condition 8.4) has been deposited in respect of such a Bond; (iv) after a Purchase Notice (as defined in Condition 8.5) has been deposited in respect of such a Bond; or (v) during the period of 15 days ending on (and including) any record date in respect of payment of interest on the Bonds, each such period being a “Restricted Transfer Period”.

3.6 Regulations

All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfer of Bonds scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed by the Registrar to any Bondholder upon request.

4 Negative Pledge

So long as any Bond remains outstanding (as defined in the Trust Deed) and subject to the Issuer obtaining any necessary statutory approvals that may be required:

4.1 the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest (“Security”) upon the whole or any part of its undertakings,

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assets or revenues, present or future, to secure any Relevant Indebtedness (as defined below), or to secure any guarantee or indemnity in respect of any Relevant Indebtedness; and

4.2 the Issuer will ensure that none of its Material Subsidiaries (as defined below) or other person creates or permits to subsist any Security upon the whole or any part of its undertakings, assets or revenues present or future of that Material Subsidiary or other person to secure any of the Issuer’s or any Material Subsidiary’s Relevant Indebtedness, or to secure any guarantee of or indemnity in respect of any of the Issuer’s or any Material Subsidiary’s Relevant Indebtedness,

unless, at the same time or prior thereto, the Issuer’s obligations under the Bonds and the Trust Deed (a) are secured equally and rateably therewith to the satisfaction of the Trustee in its absolute discretion, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Bondholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders.

The Issuer has undertaken in the Trust Deed, so long as any Bond is outstanding, the Issuer will not and will ensure that none of its Material Subsidiaries will create any Security or secure any guarantee of or indemnity in respect of, any of the Issuer’s or any Material Subsidiary’s Relevant Indebtedness without obtaining the approvals necessary for securing equally and rateably the obligations of the Issuer under the Bonds and the Trust Deed.

For the purposes of these Conditions:

“Relevant Indebtedness” means any present or future indebtedness other than Excluded Indebtedness in the form of, or represented by, bonds, debentures, notes, loan stock or other investment securities which (i) are denominated in a currency other than Rupees or are by their terms payable, or confer a right to receive payment, in any currency other than Rupees, or are denominated or payable in Rupees and more than 50 per cent. of the aggregate principal amount thereof is initially distributed outside India, (ii) are for the time being, or are intended to be or capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or other securities market, and (iii) have an original maturity of more than one year from the date of the relevant issuance.

“Excluded Indebtedness” means any Relevant Indebtedness incurred to finance the ownership, acquisition, development and/or operation of projects, assets or installations (the “Relevant Property”) (including, without limitation, (1) the discovery, mining, extraction, transportation or development (in each case whether directly or indirectly) of metals or minerals, or (2) the development or operation of processing facilities and energy (in each case whether directly or indirectly) related to natural resources including, without limitation, metals smelting, processing and refining in respect of which the person or persons (in this definition the “Lender”) to whom any such Relevant Indebtedness is or may be owed by the relevant borrower has or have no recourse whatsoever to the Issuer or any of its Material Subsidiaries for the repayment of all or any portion of such indebtedness other than:

(i) recourse to such borrower for amounts limited to the present and future cash flow or net cash flow from the Relevant Property; and/or

(ii) recourse to the proceeds of enforcement of any Security given by such borrower over the Relevant Property or the income, cash flow or other proceeds deriving therefrom (or given by any shareholder or the like in the borrower over its shares or the like in the capital of the borrower) to secure such Indebtedness, provided that (A) the extent of such recourse to such borrower is limited solely to the amount of any recoveries made on any such enforcement, and (B) such Lender is not entitled, by virtue of any right or claim arising out of or in connection with such Relevant Indebtedness, to commence proceedings for the winding-up or dissolution of such borrower or to appoint or procure the appointment of

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any receiver, trustee or similar person or officer in respect of such borrower generally or any of its projects, assets or installations (save for the Relevant Property the subject of such security); and/or

(iii) recourse to such borrower generally, or directly or indirectly to the Issuer or any of the Material Subsidiaries, under any form of assurance, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of an obligation (not being a payment obligation or an obligation to procure payment by another person or an indemnity in respect thereof or an obligation to comply or to procure compliance by another person with any financial ratios or other tests of financial condition) by the person against whom such recourse is available.

“Subsidiary” or “subsidiary” means any company or other business entity of which that person owns or controls (either directly or through one or more other Subsidiaries) more than 50 per cent. of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or other business entity or any company or other business entity which that person recognises in its consolidated financial statements as a subsidiary, jointly controlled entity or associated company under Indian law, regulations or generally accepted accounting principles from time to time, or which should have its accounts consolidated with those of that person.

“Material Subsidiary” means at any time a Subsidiary of the Issuer:

(a) (A) whose gross revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent 10 per cent. or more of the consolidated gross revenues of the Issuer, or (B) whose gross assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent 10 per cent. or more of the consolidated gross assets of the Issuer, all as calculated by reference to the then latest audited accounts (consolidated or, as the case may be, unconsolidated) of such Subsidiary and the then latest consolidated audited accounts of the Issuer, provided that (i) in the case of a Subsidiary acquired or an entity which becomes a Subsidiary after the end of the financial period to which the then latest audited consolidated accounts of the Issuer relate, the reference to the then latest audited consolidated accounts of the Issuer for the purposes of the calculation above shall, until consolidated audited accounts of the Issuer are published for the financial period in which the acquisition is made or, as the case may be, in which such entity becomes a Subsidiary, be deemed to be a reference to the then latest consolidated accounts of the Issuer adjusted in such manner as may be appropriate to consolidate the latest audited accounts (consolidated or, as the case may be, unconsolidated) of such Subsidiary in such accounts; (ii) if, in the case of any Subsidiary which itself has Subsidiaries, no consolidated accounts are prepared and audited, its consolidated revenues shall be determined on the basis of pro forma consolidated accounts of the relevant Subsidiary; (iii) if the accounts of any Subsidiary (not being a Subsidiary referred to in (i) above) are not consolidated with those of the Issuer, then the determination of whether or not such Subsidiary is a Material Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts of the Issuer; and (iv) if the latest accounts of any Subsidiary of the Issuer are not prepared on the basis of the same accounting principles, policies and practices of the latest consolidated audited accounts of the Issuer, then the determination of whether or not such Subsidiary is a Material Subsidiary shall be based on pro forma accounts or, as the case may be, consolidated accounts of such Subsidiary prepared on the same accounting principles, policies and practices as adopted in the latest consolidated audited

39

accounts of the Issuer, or an appropriate restatement or adjustment to the relevant accounts of such Subsidiary; or

(b) to which is transferred the whole or substantially the whole of the assets and undertaking of a Subsidiary which immediately prior to such transfer was a Material Subsidiary, provided that the Subsidiary which so transfers its assets and undertakings shall forthwith upon such transfer cease to be a Material Subsidiary and the Subsidiary to which the assets and undertaking are so transferred shall cease to be a Material Subsidiary at the date on which the first published audited consolidated accounts of the Issuer prepared as of a date later than such transfer are issued, unless such Subsidiary would continue to be a Material Subsidiary on the basis of such accounts by virtue of the provisions of paragraph (a) above.

A certificate signed by two Directors of the Issuer that in their opinion a Subsidiary of the Issuer is or is not, or was or was not, at any particular time or throughout any specified period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on the Trustee and the Bondholders.

5 Interest

5.1 Interest

5.1.1 The Bonds bear interest at the rate of 5.00 per cent. per annum calculated by reference to the principal amount thereof and payable semi-annually in arrear on 30 April and 30 October in each year (each an “Interest Payment Date”), commencing with the Interest Payment Date falling on 30 April 2010 (the “First Interest Payment Date”) except that the last payment of interest will be made on the Maturity Date in respect of the period from (and including) 30 October 2014 to (but excluding) the Maturity Date, and will amount to U.S.$2,500 per U.S.$100,000 principal amount of Bonds.

5.1.2 The amount of interest payable in respect of any period which is shorter than an Interest Period shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

5.1.3 “Interest Period” means the payment period beginning on (and including) the Closing Date and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

5.2 Accrual of Interest

Each Bond will cease to bear interest (i) where the Conversion Right (as defined in Condition 6.1.1) shall have been exercised by a Bondholder, from the Interest Payment Date immediately preceding the relevant Conversion Date or, if none, the Closing Date (subject in any such case as provided in Condition 6.2.4) or (ii) where such Bond is redeemed or repaid pursuant to Condition 8 or Condition 10, from the due date for redemption or repayment thereof unless, upon due presentation thereof, payment of principal or premium is improperly withheld or refused, in which event interest will continue to accrue as provided in these Conditions.

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6 Conversion

6.1 Conversion Right

6.1.1 Conversion Period:

Subject as hereinafter provided, Bondholders have the right to convert their Bonds into Shares (as defined in Condition 6.1.5) at any time during the Conversion Period referred to below.

The right of a Bondholder to convert any Bond into Shares is called the “Conversion Right”. Subject to and upon compliance with the provisions of this Condition, the Conversion Right attaching to any Bond may be exercised, at the option of the holder thereof, at any time (subject to the next paragraph) on and after 9 December 2009 up to the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on 24 October 2014 (but, except as provided in Condition 6.1.4 and Condition 10, in no event thereafter) or if such Bond shall have been called for redemption before 31 October 2014, then up to the close of business (at the place aforesaid) on a date no later than seven business days (at the place aforesaid) prior to the date fixed for redemption thereof (the “Conversion Period”).

Conversion Rights may not be exercised in relation to any Bond during the period commencing on: (i) the date falling 21 days prior to the date of the Issuer’s annual general shareholders’ meeting and ending on the date of that meeting, (ii) the date falling 30 days prior to an extraordinary shareholders’ meeting and ending on the date of that meeting, (iii) the date that the Issuer notifies Bombay Stock Exchange Limited (the “BSE”) or The National Stock Exchange of India Limited (the “NSE”) or on an alternative stock exchange as the Issuer may from time to time determine (the “Alternative Stock Exchange”) of the record date for determination of the shareholders entitled to receipt of dividends, subscription of shares due to capital increase or other benefits, and ending on the record date for the distribution or allocation of the relevant dividends, rights and benefits, (iv) on such date and for such period as determined by Indian law applicable from time to time that the Issuer is required to close its stock transfer books, or (v) in circumstances where the exercise of the Conversion Right would fall during the period commencing on an Interest Record Date (as defined in Condition 7.1.2) in respect of any payment of interest on the Bonds and ending on the relevant Interest Payment Date (both days inclusive) (the periods specified in (i) to (v) being “Closed Periods”). The Issuer will give notice of any such period to the Bondholders and the Conversion Agent at the beginning of each such period.

Conversion Rights may not be exercised (i) in respect of a Bond where the Bondholder shall have exercised its right to require the Issuer to redeem such Bond pursuant to Condition 8.4 or 8.5 or (ii) except as provided in Condition 6.1.4 or Condition 10, in each case following the giving of notice by the Trustee pursuant to Condition 10.

The number of Shares to be issued on conversion of a Bond will be determined by dividing the principal amount of the Bond to be converted (translated into Rupees at the fixed rate of Rs. 48.00 = U.S.$1.00 (the “Fixed Exchange Rate”)) by the Conversion Price in effect at the Conversion Date (both as hereinafter defined).

A Conversion Right may only be exercised in respect of one or more Bonds. If more than one Bond held by the same holder is converted at any one time by the same holder, the

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number of Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Bonds to be converted.

Upon exercise of Conversion Rights in relation to any Bond and the fulfilment by the Issuer of all its obligations in respect thereof, the relevant Bondholder shall have no further rights in respect of such Bond and the obligations of the Issuer in respect thereof shall be extinguished.

6.1.2 Fractions of Shares:

Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to be issued on conversion are to be registered in the same name, the number of such Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted and rounded down to the nearest whole number of Shares. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after 30 October 2009 which reduces the number of Shares outstanding, the Issuer will upon conversion of Bonds pay in cash (in U.S. dollars by means of a U.S. dollar cheque drawn on a bank in New York) a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in Condition 6.1.1, as corresponds to any fraction of a Share not issued if such sum exceeds U.S.$10.00 (which sum shall be translated into U.S. dollars at the Fixed Exchange Rate). Any such sum shall be paid not later than 14 business days in Mumbai after the relevant Conversion Date.

6.1.3 Conversion Price:

The price at which Shares will be issued upon conversion, as adjusted from time to time (the “Conversion Price”), will initially be Rs.346.88 per Share but will be subject to adjustment in the manner provided in Condition 6.3.

6.1.4 Revival and/or Survival after Default:

Notwithstanding the provisions of Condition 6.1.1, if (a) the Issuer shall default in making payment in full in respect of any Bond which shall have been called for redemption pursuant to Condition 8.3 or which is to be redeemed pursuant to Condition 8.4 or Condition 8.5 on the date fixed for redemption thereof, (b) any Bond has become due and payable prior to the Maturity Date (as defined in Condition 8.1) by reason of the occurrence of any of the events referred to in Condition 10 or (c) any Bond is not redeemed on the Maturity Date in accordance with Condition 8.1, the Conversion Right attaching to such Bond will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Principal Agent or the Trustee and notice of such receipt has been duly given to the Bondholders and, notwithstanding the provisions of Condition 6.1.1, any Bond in respect of which the Certificate and Conversion Notice are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined in Condition 6.2.1 (ii)) notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Principal Agent or the Trustee before such Conversion Date or that the Conversion Period may have expired before such Conversion Date.

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6.1.5 Meaning of “Shares”:

As used in these Conditions, the expression “Shares” means (1) shares of the class of share capital of the Issuer which, at the date of the Trust Deed, are designated as equity shares of the Issuer with full voting rights, together with shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer; and (2) fully-paid shares of any class or classes of the share capital of the Issuer authorised after the date of the Trust Deed which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or winding-up of the Issuer; provided that, subject to the provisions of Condition 11, shares to be issued on conversion of the Bonds means only “Shares” as defined in (1) above.

6.2 Conversion Procedure

6.2.1 Conversion Notice:

(i) To exercise the Conversion Right attaching to any Bond, the holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of any Conversion Agent on any business day a notice of conversion (a “Conversion Notice”) in duplicate in the form (current at such time) obtainable from the specified office of each Agent, together with (a) the relevant Certificate; and (b) certification by the Bondholder, in the form obtainable from any Conversion Agent, as may be required under the laws of the Republic of India or the jurisdiction in which the specified office of such Conversion Agent shall be located;. A Conversion Notice deposited outside the normal business hours or on a day which is not a business day at the place of the specified office of the relevant Conversion Agent shall for ail purposes be deemed to have been deposited with that Conversion Agent during the normal business hours at such place on the next business day following such day. Any Bondholder who deposits a Conversion Notice during a Closed Period will not be permitted to convert the Bonds into Shares (as specified in the Conversion Notice) until the next business day after the end of that Closed Period, which (if all other conditions to conversion have been fulfilled) will be the Conversion Date for such Bonds notwithstanding that such date may fall outside of the Conversion Period. A Bondholder exercising its Conversion Right for Shares will be required to open a depository account with a depositary participant under the Depositories Act (Act 22), 1996 of India (the “1996 Depositories Act”), for the purposes of receiving the Shares.

(ii) The conversion date in respect of a Bond (the “Conversion Date”) must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of Condition 6.1.4 and Condition 10) and (subject to Condition 6.2.1 (i)), will be deemed to be the date of the surrender of the Certificate in respect of such Bond and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents to such withdrawal.

6.2.2 Stamp Duty etc.:

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A Bondholder delivering a Certificate in respect of a Bond for conversion must pay directly to the relevant tax authorities any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital or stamp duties payable in India and, if relevant, in the place of any Alternative Stock Exchange, in respect of the allotment and issue of Shares and listing of the Shares on the Indian Exchanges (as defined below) or any Alternative Stock Exchange on conversion), which shall be payable by the Issuer and such Bondholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond in connection with such conversion. The Issuer will pay all other expenses arising on the issue of Shares on conversion of the Bonds and all charges of the Agents and the share transfer agent for the Shares (“Share Transfer Agent”) in connection with conversion. The Agent is under no obligation to determine whether a Bondholder is liable to pay and/or has paid any taxes including stamp, issue, registration or similar taxes and duties or the amounts payable (if any) in connection with this Condition 6.2.2 or to determine the amount of any such taxes or duties.

6.2.3 Delivery of Shares:

(i) Upon exercise by a Bondholder of its Conversion Right, the Issuer will, on or with effect from the relevant Conversion Date, enter the relevant Bondholder or its nominee in the register of members of the Issuer in respect of such number of Shares to be issued upon conversion (notwithstanding any retroactive adjustment of the Conversion Price referred to below prior to the time it takes effect) and will, as soon as practicable, and in any event not later than 45 days after the Conversion Date, cause the relevant securities account of the Bondholder exercising its Conversion Right or of his/their nominee, to be credited with the relevant number of Shares to be issued upon conversion (notwithstanding any retroactive adjustment of the Conversion Price referred to below prior to the time it takes effect) and shall further cause the name of the concerned Bondholder or its nominee to be registered accordingly, in the record of the depositors, maintained by the depository registered under the 1996 Depositories Act with whom the Issuer has entered into a depository agreement and, subject to any applicable limitations then imposed by Indian laws and regulations, shall procure the Share Transfer Agent to, as soon as practicable, and in any event within 14 business days in Mumbai of the Conversion Date, despatch or cause to be despatched to the order of the person named for that purpose in the relevant Conversion Notice at the place and in the manner specified in the relevant Conversion Notice (uninsured and the risk of delivery at any such place being that of the converting Bondholder), a U.S. dollar cheque drawn on a branch of a bank in New York City in respect of any cash payable pursuant to Condition 6.1.2 required to be delivered on conversion and such assignments and other documents (if any) as required by law to effect the transfer thereof.

The crediting of the Shares to the relevant securities account of the converting Bondholder and any payment of cash payable pursuant to Condition 6.1.2 will be deemed to satisfy the Issuer’s obligation to pay the principal, interest and premium (if any) on the Bonds.

(ii) If the Conversion Date in relation to any Bond shall be on or after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Condition 6.3, but before the relevant adjustment becomes effective under the relevant Condition (a

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“Retroactive Adjustment”), upon the relevant adjustment becoming effective the Issuer shall procure the issue to the converting Bondholder (or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or other regulations)), such additional number of Shares (“Additional Shares”) as, together with the Shares issued or to be issued on conversion of the relevant Bond, is equal to the number of Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment to the Conversion Price had been made and become effective as at such Conversion Date immediately after the relevant record date and in such event and in respect of such Additional Shares references in Conditions 6.2.3(i) and (iii) to the Conversion Date shall be deemed to refer to the date upon which the Retroactive Adjustment becomes effective (notwithstanding that the date upon which it becomes effective falls after the end of the Conversion Period).

(iii) The Shares issued upon conversion of the Bonds will in all respects rank pari passu with the Shares in issue on the relevant Conversion Date (except for any right excluded by mandatory provisions of applicable law) and such Shares shall be entitled to all rights the record date for which falls on or after such Conversion Date to the same extent as all other fully-paid and non-assessable Shares of the Issuer in issue as if such Shares had been in issue throughout the period to which such rights relate. A holder of Shares issued on conversion of Bonds shall not be entitled to any rights the record date for which precedes the relevant Conversion Date.

6.2.4 Interest on Conversion:

If any notice requiring the redemption of any of the Bonds is given pursuant to Condition 8.2 on or after the fifteenth business day prior to a record date which has occurred since the last Interest Payment Date (or in the case of the first Interest Period, since the Closing Date) in respect of any distribution payable in respect of the Shares where such notice specifies a date for redemption falling on or prior to the date which is 14 days after the Interest Payment Date next following such record date, interest shall accrue at the rate provided in Condition 5.1 on the Bonds in respect of which Conversion Rights shall have been exercised and in respect of which the Conversion Date falls after such record date and on or prior to the Interest Payment Date next following such record date in respect of such distribution, in each case from and including the preceding Interest Payment Date (or, if such Conversion Date falls before the First Interest Payment Date, from the Closing Date) to but excluding such Conversion Date. The Issuer shall pay any such interest by not later than 14 days after the relevant Conversion Date by transfer to a U.S. dollar account maintained by the payee with a bank in New York City in accordance with instructions given by the relevant Bondholder in the relevant Conversion Notice.

6.3 Adjustments to Conversion Price

The Conversion Price will be subject to adjustment in the following events:

6.3.1 Free Distribution, Bonus Issue, Division, Consolidation and Re-classification of Shares:

Adjustment: If the Issuer shall (a) make a free distribution of Shares (other than by way of a dividend in Shares), (b) make a bonus issue of its Shares, (c) divide its outstanding Shares, (d) consolidate its outstanding Shares into a smaller number of Shares, or (e) re-classify any of its Shares into other securities of the Issuer, then the Conversion Price

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shall be appropriately adjusted so that the holder of any Bond, the Conversion Date in respect of which occurs after the coming into effect of the adjustment described in this Condition 6.3.1, shall be entitled to receive the number of Shares and/or other securities of the Issuer which such holder would have held or have been entitled to receive after the happening of any of the events described above had such Bond been converted immediately prior to the happening of such event (or, if the Issuer has fixed a prior record date for the determination of shareholders entitled to receive any such free distribution or bonus issue of Shares or other securities issued upon any such division, consolidation or re-classification, immediately prior to such record date), but without prejudice to the effect of any other adjustment to the Conversion Price made with effect from the date of the happening of such event (or such record date) or any time thereafter.

Effective date of adjustment: An adjustment made pursuant to this Condition 6.3.1 shall become effective immediately on the relevant event referred to above becoming effective or, if a record date is fixed therefor, immediately after such record date; provided that in the case of a free distribution or bonus issue of Shares which must, under applicable laws of India, be submitted for approval to a general meeting of shareholders or be approved by a meeting of the Board of Directors of the Issuer before being legally paid or made, and which is so approved after the record date fixed for the determination of shareholders entitled to receive such distribution or issue, such adjustment shall, immediately upon such approval being given by such meeting, become effective retroactively to immediately after such record date.

6.3.2 Declaration of Dividend in Shares:

Adjustment: If the Issuer shall issue Shares as a dividend in Shares or make a distribution of Shares which is treated as a capitalisation issue for accounting purposes under Indian GAAP (including, but not limited to, capitalisation of capital reserves and employee stock bonus), then the Conversion Price in effect when such dividend and/or distribution is declared (or, if the Issuer has fixed a prior record date for the determination of shareholders entitled to receive such dividend and/or distribution, on such record date) shall be adjusted in accordance with the following formula:

NCP = OCP x	N
	N + n

where:
NCP	=	the Conversion Price after such adjustment.
OCP	=	the Conversion Price before such adjustment.
N	=	the number of Shares outstanding, at the time of issuance of such dividend and/or distribution (or at the close of business in Mumbai on such record date as the case may be).
n	=	the number of Shares to be distributed to the shareholders as a dividend and/or distribution.

Effective date of adjustment: An adjustment made pursuant to this Condition 6.3.2 shall become effective immediately on the relevant event referred to in this Condition 6.3.2 becoming effective or, if a record date is fixed therefor, immediately after such record

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date; provided that in the case of a dividend in Shares which must, under applicable laws of India, be submitted for approval to a general meeting of shareholders of the Issuer or be approved at a meeting of the Board of Directors of the Issuer before being legally paid or made, and which is so approved after the record date fixed for the determination of shareholders entitled to receive such dividend, such adjustment shall, immediately upon such approval being given by such meeting, become effective retroactively to immediately after such record date.

6.3.3 Concurrent Adjustment Events:

If the Issuer shall declare a dividend in, or make a free distribution or bonus issue of, Shares which dividend, issue or distribution is to be paid or made to shareholders as of a record date which is also:

(a) the record date for the issue of any rights or warrants which requires an adjustment of the Conversion Price pursuant to Conditions 6.3.5, 6.3.6 or 6.3.7;

(b) the day immediately before the date of issue of any securities convertible into or exchangeable for Shares which requires an adjustment of the Conversion Price pursuant to Condition 6.3.9;

(c) the day immediately before the date of issue of any Shares which requires an adjustment of the Conversion Price pursuant to Condition 6.3.10 or, if applicable, the record date for determination of stock dividend entitlement as referred to in Condition 6.3.10;

(d) the day immediately before the date of issue of any rights, options or warrants which requires an adjustment of the Conversion Price pursuant to Condition 6.3.11; or

(e) determined by the Issuer and notified by the Issuer to the Trustee in writing to be the relevant date for an event or circumstance which requires an adjustment to the Conversion Price pursuant to Condition 6.3.13,

then (except where such dividend, bonus issue or free distribution gives rise to a retroactive adjustment of the Conversion Price under this Condition 6.3.3) no adjustment of the Conversion Price in respect of such dividend, bonus issue or free distribution shall be made under Conditions 6.3.1 and 6.3.2, but in lieu thereof an adjustment shall be made under Conditions 6.3.5, 6.3.6, 6.3.7, 6.3.9, 6.3.10, 6.3.11 or 6.3.13 (as the case may require) by including in the denominator of the fraction described therein the aggregate number of Shares to be issued pursuant to such dividend, bonus issue or free distribution.

6.3.4 Capital Distribution and Extraordinary Cash Dividend:

Adjustment:

(i) If the Issuer shall pay or make to its Shareholders any Capital Distribution (as defined below), then the Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x	CMP - fmv
	CMP

where:

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NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

CMP	=	the Current Market Price (as defined in Condition 6.3.15 below) per Share on last Trading Day preceding the date on which the relevant Dividend is first publicly announced.
fmv	=	the portion of the Fair Market Value (as defined below), with such portion being determined by dividing the Fair Market Value of the aggregate Capital Distribution by the number of Shares entitled to receive the relevant Capital Distribution (or, in the case of a purchase of Shares or any receipts or certificates representing shares by or on behalf of the Issuer, by the number of Shares in issue immediately prior to such purchase), of the Capital Distribution attributable to one Share.

(ii) If the Issuer shall pay or make to its Shareholders any Extraordinary Cash Dividend, then, in such case, the Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x	CMP - C
	CMP

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

CMP	=	the Current Market Price (as defined in Condition 6.3.15 below) per Share on last Trading Day preceding the date on which the relevant Dividend is first publicly announced; and.
C	=	the Extraordinary Cash Dividend attributable to one Share.

Effective date of adjustment

Any adjustment pursuant to this Condition 6.3.4 shall become effective immediately after the record date for the determination of Shareholders entitled to receive the relevant Dividend; provided that (a) in the case of such a Dividend which must, under applicable law of India, be submitted for approval to a general meeting of Shareholders or be approved by a meeting of the Board of Directors of the Issuer before such Dividend may legally be made and is so approved after the record date fixed for the determination of Shareholders entitled to receive such Dividend, such adjustment shall, immediately upon such approval being given by such meeting, become effective retroactively to immediately after such record date and (b) in the case of Condition 6.3.4(i), if the Fair Market Value of the relevant Capital Distribution cannot be determined until the record date fixed for the determination of Shareholders entitled to receive the relevant Dividend, such adjustment shall, immediately upon such Fair Market Value being determined, become effective retroactively to immediately after such record date.

If such Dividend is not so paid, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Dividend had not been approved.

For the purposes of this Condition:

48

“Capital Distribution” means any Dividend other than a cash Dividend.

In making any calculation for the purposes of this Condition 6.3.4, such adjustments (if any) shall be made as an independent investment or commercial bank of international repute selected by the Issuer, at the expense of the Issuer and approved in writing by the Trustee (an “Independent Financial Institution”) considers appropriate to reflect any consolidation, subdivision or re-classification of any Share or the issue of Shares by way of capitalisation of profits or reserves, or any like or similar event or any adjustment to the Conversion Price.

“Extraordinary Cash Dividend” means any cash Dividend where the total amount of:

(a) such Dividend, (i) prior to the deduction of any withholding tax and (ii) any corporate tax and dividend distribution tax attributable to that Dividend (the “Relevant Dividend”); and

(b) all other cash Dividends (as calculated in (a) above) paid or made on the Shares, in the 365 consecutive day period prior to the date the Relevant Dividend is first publicly announced (other than any cash Dividends or portion thereof previously deemed to be an Extraordinary Cash Dividend) (the “previous dividends”), except that where the first date of public announcement for Dividends for two different fiscal years has occurred in such 365 day period, such Dividends relating to the earlier fiscal year will be disregarded for the purpose of determining the previous dividends ((a) and (b) together being the “Total Current Dividend”),

exceeds on a per Share basis, the Reference Amount (as defined below); For the avoidance of doubt, the Extraordinary Cash Dividend shall be the amount, on a per Share basis, of the excess of the Total Current Dividend over the percentage referred to above (but shall not exceed the amount of the Relevant Dividend), and all amounts referred to in this Condition are on a per Share basis.

“cash Dividend” means (i) any Dividend which is to be paid in cash and (ii) any Dividend determined to be a cash Dividend pursuant to paragraph (a) of the definition “Dividend”, and for the avoidance of doubt, a Dividend falling within paragraph (c) of the definition “Dividend” shall be treated as not being a cash Dividend.

“Average Closing Price” means the arithmetic average of the Closing Price per Share for each Trading Day during the Relevant Period.

“Reference Amount” means 1 per cent. of the Average Closing Price on each Trading Day during the Relevant Period.

“Relevant Period” means the period of 90 calendar days ending on the Trading Day immediately preceding the date of first public announcement for the Relevant Dividend..

“Dividend” means any dividend or distribution whether of cash or other property or assets or evidences of the Issuer’s indebtedness, whenever paid or made and however described (including any modification of rights to dividends of Shares) provided that:

(a) where a cash Dividend is announced which is to be, or may at the election of a shareholder or shareholders be, satisfied by the issue or delivery of Shares or other property or assets, or where a capitalisation of profits or reserves is announced which is to be, or may at the election of a shareholder or shareholders be, satisfied by the payment of a Dividend, then for the purposes of this definition, the Dividend in question shall be treated as a Dividend of (i) such cash Dividend

49

or (ii) the Fair Market Value (on the date of announcement of such Dividend or date of capitalisation (as the case may be) or, if later, the date on which the number of Shares (or amount of property or assets, as the case may be) which may be issued or delivered is determined) of such Shares or other property or assets if such Fair Market Value is greater than the Fair Market Value of such cash Dividend;

(b) any tender or exchange offer falling within Condition 6.3.12 and any issue or distribution of Shares falling within Condition 6.3.2 shall be disregarded; and

(c) a purchase or redemption of ordinary share capital by or on behalf of the Issuer shall not constitute a Dividend unless, in the case of purchases of Shares by or on behalf of the Issuer, the Volume Weighted Average Price per Share (before expenses) on any one day in respect of such purchases exceeds the Current Market Price per Share either (1) on that day (or if such day is not a Trading Day, the immediately preceding Trading Day), or (2) where an announcement (excluding for the avoidance of doubt for these purposes, any general authority for such purchases or redemptions approved by a general meeting of shareholders of the Issuer or any notice convening such a meeting of shareholders) has been made of the intention to purchase Shares at some future date at a specified price, on the Trading Day immediately preceding the date of such announcement, in which case such purchase shall be deemed to constitute a Dividend (but not a cash Dividend) to the extent that the aggregate price paid (before expenses) in respect of such Shares purchased by or on behalf of the Issuer exceeds the product of (i) the Current Market Price per Share determined as aforesaid and (ii) the number of Shares so purchased.

“Fair Market Value” means, with respect to any asset, security, option, other right or property on any date, the fair market value of that asset, security, option, other right or property as determined in good faith by an Independent Financial Institution provided, that (i) the Fair Market Value of a cash Dividend paid or to be paid shall be the amount of such cash Dividend; (ii) the Fair Market Value of any other cash amount shall be equal to such cash amount; and (iii) where shares, options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by the Independent Financial Institution) the fair market value of such shares, options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five Trading Days on the relevant market commencing on the first such trading day such shares, options, warrants or other rights are publicly traded; and in the case of (i) translated into Rupees (if declared or paid in a currency other than Rupees) at the rate of exchange used to determine the amount payable to shareholders who were paid or are to be paid or are entitled to be paid the cash Dividend in Rupees; and in any other case, converted into Rupees (if expressed in a currency other than Rupees) at such rate of exchange as may be determined in good faith by an Independent Financial Institution to be the spot rate ruling at the close of business on that date (or if no such rate is available on that date the equivalent rate on the immediately preceding date on which such a rate is available).

“Volume Weighted Average Price” means, in respect of a Share on any Trading Day, the order book volume-weighted average price of a Share appearing on or derived from Bloomberg (or any successor service) page SESA IN <equity> VWAP or such other source as shall be determined to be appropriate by an Independent Financial Institution

50

on such Trading Day, provided that on any such Trading Day where such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a Share in respect of such Trading Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined.

6.3.5 Rights Issues to Shareholders:

Adjustment: If the Issuer shall grant, issue or offer to the holders of Shares rights entitling them to subscribe for or purchase Shares, which expression shall include those Shares that are required to be offered to employees and persons other than shareholders in connection with such grant, issue or offer:

(a) at a consideration per Share receivable by the Issuer (determined as provided in Condition 6.3.16) which is fixed on or prior to the record date mentioned below and is less than the Current Market Price per Share at such record date; or

(b) at a consideration per Share receivable by the Issuer which is fixed after the record date mentioned below and is less than the Current Market Price per Share on the date the Issuer fixes the said consideration,

then the Conversion Price in effect (in a case within (a) above) on the record date for the determination of shareholders entitled to receive such rights or (in a case within (b) above) on the date the Issuer fixes the said consideration shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (having regard to Condition 6.3.16) at the close of business in India (in a case within (a) above) on such record date or (in a case within (b) above) on the date the Issuer fixes the said consideration.
n	=	the number of Shares initially to be issued upon exercise of such rights at the said consideration being (aa) the number of Shares which underwriters have agreed to underwrite as referred to below or, as the case may be, (bb) the number of Shares for which applications are received from shareholders as referred to below save to the extent already adjusted for under (aa).
v	=	the number of Shares which the aggregate consideration receivable by the Issuer (determined as provided in Condition 6.3.16) would purchase at such Current Market Price per Share specified in (a) or, as the case may be, (b) above.

Effective date of adjustment: Subject as provided below, such adjustment shall become effective immediately after the latest date for the submission of applications for such Shares by shareholders entitled to the same pursuant to such rights or (if later)

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immediately after the Issuer fixes the said consideration but retroactively to immediately after the record date mentioned above.

Rights not taken up by Shareholders: If, in connection with a grant, issue or offer to the holders of Shares of rights entitling them to subscribe for or purchase Shares, any Shares which are not subscribed for or purchased by the persons entitled thereto are underwritten by other persons prior to the latest date for the submission of applications for such Shares, an adjustment shall be made to the Conversion Price in accordance with the above provisions which shall become effective immediately after the date the underwriters agree to underwrite the same or (if later) immediately after the Issuer fixes the said consideration but retroactively to immediately after the record date mentioned above.

If, in connection with a grant, issue or offer to the holders of Shares of rights entitling them to subscribe for or purchase Shares, any such Shares which are not subscribed for or purchased by the underwriters who have agreed to underwrite as referred to above or by the shareholders entitled thereto (or persons to whom shareholders have transferred such rights) who have submitted applications for such Shares as referred to above are offered to and/or subscribed by others, no further adjustment shall be made to the Conversion Price by reason of such offer and/or subscription.

6.3.6 Warrants Issued to Shareholders:

Adjustment: If the Issuer shall grant, issue or offer to the holders of Shares warrants entitling them to subscribe for or purchase Shares:

(a) at a consideration per Share receivable by the Issuer (determined as provided in Condition 6.3.16) which is fixed on or prior to the record date for the determination of shareholders entitled to receive such warrants and is less than the Current Market Price per Share at such record date; or

(b) at a consideration per Share receivable by the Issuer which is fixed after the record date mentioned above and is less than the Current Market Price per Share on the date the Issuer fixes the said consideration,

then the Conversion Price in effect (in a case within (a) above) on the record date for the determination of shareholders entitled to receive such warrants or (in a case within (b) above) on the date the Issuer fixes the said consideration shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (having regard to Condition 6.3.17) at the close of business in India (in a case within (a) above) on such record date or (in a case within (b) above) on the date the Issuer fixes the said consideration.
n	=	the number of Shares to be issued upon exercise of such warrants at the said consideration which, where no applications by shareholders entitled to such warrants are required, shall be based

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		on the number of warrants issued. Where applications by shareholders entitled to such warrants are required, the number of such Shares shall be calculated based upon (aa) the number of warrants which underwriters have agreed to underwrite as referred to below or, as the case may be, (bb) the number of warrants for which applications are received from shareholders as referred to below save to the extent already adjusted for under (aa).
v	=	the number of Shares which the aggregate consideration receivable by the Issuer (determined as provided in Condition 6.3.16) would purchase at such Current Market Price per Share specified in (a) or, as the case may be, (b) above.

Effective date of adjustment: Subject as provided below, such adjustment shall become effective (i) where no applications for such warrants are required from shareholders entitled to the same, upon their issue and (ii) where applications by shareholders entitled to the same are required as aforesaid, immediately after the latest date for the submission of such applications or (if later) immediately after the Issuer fixes the said consideration but in all cases retroactively to immediately after the record date mentioned above.

Warrants not subscribed for by Shareholders: If, in connection with a grant, issue or offer to the holders of Shares of warrants entitling them to subscribe for or purchase Shares in the circumstances described in (a) and (b) of this Condition 6.3.6, any warrants which are not subscribed for or purchased by the shareholders entitled thereto are underwritten by others prior to the latest date for the submission of applications for such warrants, an adjustment shall be made to the Conversion Price in accordance with the above provisions which shall become effective immediately after the date the underwriters agree to underwrite the same or (if later) immediately after the Issuer fixes the said consideration but retroactively to immediately after the record date mentioned above.

If, in connection with a grant, issue or offer to the holders of Shares of warrants entitling them to subscribe for or purchase Shares, any warrants which are not subscribed for or purchased by the underwriters who have agreed to underwrite as referred to above or by the shareholders entitled thereto (or persons to whom shareholders have transferred the right to purchase such warrants) who have submitted applications for such warrants as referred to above are offered to and/or subscribed by others, no further adjustment shall be made to the Conversion Price by reason of such offer and/or subscription.

6.3.7 Issues of Rights or Warrants for Equity-related Securities to Shareholders:

Adjustment: If the Issuer shall grant, issue or offer to the holders of Shares rights or warrants entitling them to subscribe for or purchase any securities convertible into or exchangeable for Shares:

(a) at a consideration per Share receivable by the Issuer (determined as provided in Condition 6.3.16) which is fixed on or prior to the record date mentioned below and is less than the Current Market Price per Share at such record date; or

(b) at a consideration per Share receivable by the Issuer (determined as aforesaid) which is fixed after the record date mentioned below and is less than the Current Market Price per Share on the date the Issuer fixes the said consideration,

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then the Conversion Price in effect (in a case within (a) above) on the record date for the determination of shareholders entitled to receive such rights or warrants or (in a case within (b) above) on the date the Issuer fixes the said consideration shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (having regard to Condition 6.3.17) at the close of business in India (in a case within (a) above) on such record date or (in a case within (b) above) on the date the Issuer fixes the said consideration.
n	=	the number of Shares initially to be issued upon exercise of such rights or warrants and conversion or exchange of such convertible or exchangeable securities at the said consideration being, in the case of rights, (aa) the number of Shares initially to be issued upon conversion or exchange of the number of such convertible or exchangeable securities which the underwriters have agreed to underwrite as referred to below or, as the case may be, (bb) the number of Shares initially to be issued upon conversion or exchange of the number of such convertible or exchangeable securities for which applications are received from shareholders as referred to below, save to the extent already adjusted for under (aa) and which, in the case of warrants, where no applications by shareholders entitled to such warrants are required, shall be based on the number of warrants issued. Where applications by shareholders entitled to such warrants are required, the number of such Shares shall be calculated based upon (x) the number of warrants which underwriters have agreed to underwrite as referred to below or, as the case may be, (y) the number of warrants for which applications are received from shareholders as referred to below save to the extent already adjusted for under (x).
v	=	the number of Shares which the aggregate consideration receivable by the Issuer (determined as provided in Condition 6.3.16) would purchase at such Current Market Price per Share specified in (a) or, as the case may be, (b) above.

Effective date of adjustment: Subject as provided below, such adjustment shall become effective (a) where no applications for such warrants are required from shareholders entitled to the same, upon their issue and (b) where applications by shareholders entitled to the warrants are required as aforesaid and in the case of convertible or exchangeable securities by shareholders entitled to the same pursuant to such rights, immediately after the latest date for the submission of such applications or (if later) immediately after the Issuer fixes the said consideration; but in all cases retroactively to immediately after the record date mentioned above.

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Rights or warrants not taken up by Shareholders: If, in connection with a grant, issue or offer to the holders of Shares of rights or warrants entitling them to subscribe for or purchase securities convertible into or exchangeable for Shares in the circumstances described in this Condition 6.3.7, any convertible or exchangeable securities or warrants which are not subscribed for or purchased by the shareholders entitled thereto are underwritten by others prior to the latest date for the submission of applications for such convertible or exchangeable securities or warrants, an adjustment shall be made to the Conversion Price in accordance with the above provisions which shall become effective immediately after the date the underwriters agree to underwrite the same or (if later) immediately after the Issuer fixes the said consideration but retroactively to immediately after the record date mentioned above.

If, in connection with a grant, issue or offer to the holders of Shares or rights or warrants entitling them to subscribe for or purchase securities convertible into or exchangeable for Shares, any convertible or exchangeable securities or warrants which are not subscribed for or purchased by the underwriters who have agreed to underwrite as referred to above or by the shareholders entitled thereto (or persons to whom shareholders have transferred such rights or the right to purchase such warrants) who have submitted applications for such convertible or exchangeable securities or warrants as referred to above are offered to and/or subscribed by others, no further adjustment shall be made to the Conversion Price by reason of such offer and/or subscription.

6.3.8 Other Distributions to Shareholders:

Adjustment: If the Issuer shall distribute to the holders of Shares or capital stock of the Issuer (other than Shares), assets (excluding any Dividends), or rights or warrants to subscribe for or purchase Shares or securities (excluding those rights and warrants referred to in Conditions 6.3.5, 6.3.6 and 6.3.7), then the Conversion Price in effect on the record date for the determination of shareholders entitled to receive such distribution shall be adjusted in accordance with the following formula:

NCP = OCP x	CMP - fmv
	CMP

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

CMP	=	the Current Market Price per Share on the record date for the determination of shareholders entitled to receive such distribution.
fmv	=	the Fair Market Value of the distribution applicable to one Share (which shall take into account any consideration receivable for the same by the Issuer).

Effective date of adjustment: Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. Provided that (a) in the case of such a distribution which must, under applicable law of India, be submitted for approval to a general meeting of shareholders or be approved by a meeting of the Board of Directors of the Issuer before such distribution may legally be made and is so approved after the record date fixed for the determination of shareholders entitled to receive such distribution, such adjustment shall, immediately upon such

55

approval being given by such meeting, become effective retroactively to immediately after such record date and (b) if the Fair Market Value of the shares of capital stock, assets, rights or warrants so distributed cannot be determined until after the record date fixed for the determination of shareholders entitled to receive such distribution, such adjustment shall, immediately upon such Fair Market Value being determined, become effective retroactively to immediately after such record date.

6.3.9 Issue of Convertible or Exchangeable Securities other than to Shareholders or on Exercise of Warrants:

Adjustment: If the Issuer shall issue any securities convertible into or exchangeable for Shares (other than the Bonds which term shall for this purpose exclude any further Bonds issued pursuant to Condition 16, or in any of the circumstances described in Condition 6.3.7 and Condition 6.3.11) or grant such rights in respect of any existing securities and the consideration per Share receivable by the Issuer (determined as provided in Condition 6.3.16) shall be less than the Current Market Price per Share on the date in India on which the Issuer fixes the said consideration (or, if the issue of such securities is subject to approval by a general meeting of shareholders, on the date on which the Board of Directors of the Issuer fixes the consideration to be recommended at such meeting), then the Conversion Price in effect immediately prior to the date of issue of such convertible or exchangeable securities shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (having regard to Condition 6.3.17) at the close of business in India on the day immediately prior to the date of such issue.
n	=	the number of Shares to be issued upon conversion or exchange of such convertible or exchangeable securities at the initial conversion or exchange price or rate.
v	=	the number of Shares which the aggregate consideration receivable by the Issuer would purchase at such Current Market Price per Share.

Effective date of adjustment: Such adjustment shall become effective as of the calendar day in India corresponding to the calendar day at the place of issue on which such convertible or exchangeable securities are issued.

6.3.10 Other Issues of Shares:

Adjustment: If the issuer shall issue any Shares (other than Shares issued upon conversion or exchange of any convertible or exchangeable securities (including the Bonds) issued by the Issuer or upon exercise of any rights or warrants granted, offered or issued by the Issuer or in any of the circumstances described in any preceding provision of this Condition 6.3), for a consideration per Share receivable by the Issuer (determined

56

as provided in Condition 6.3.16) less than the Current Market Price per Share on the date in India on which the Issuer fixes the said consideration (or, if the issue of such Shares is subject to approval by a general meeting of shareholders, on the date on which the Board of Directors of the Issuer fixes the consideration to be recommended at such meeting), then the Conversion Price in effect immediately prior to the issue of such additional Shares shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (having regard to Condition 6.3.17) at the close of business in India on the day immediately prior to the date of issue of such additional Shares.
n	=	the number of additional Shares issued as aforesaid.
v	=	the number of Shares which the aggregate consideration receivable by the Issuer (determined as provided in Condition 6.3.16) would purchase at such Current Market Price per Share.

Effective date of adjustment: Such adjustment shall become effective as of the calendar day in India of the issue of such additional Shares.

6.3.11 Issue of Equity-related Securities:

Adjustment: If the Issuer shall grant, issue or offer options, warrants or rights (excluding those rights and warrants referred to in Conditions 6.3.5, 6.3.6, 6.3.7 and 6.3.8) to subscribe for or purchase Shares or securities convertible into or exchangeable for Shares (other than the Bonds, which term shall for this purpose exclude any further Bonds issued pursuant to Condition 16) and the consideration per Share receivable by the Issuer (determined as provided in Condition 6.3.16) shall be less than the Current Market Price per Share on the date in India on which the Issuer fixes the said consideration (or, if the offer, grant or issue of such rights, options or warrants is subject to approval by a general meeting of shareholders, on the date on which the Board of Directors of the Issuer fixes the consideration to be recommended at such meeting), then the Conversion Price in effect immediately prior to the date of the offer, grant or issue of such rights, options or warrants shall be adjusted in accordance with the following formula:

NCP = OCP x	N + v
	N + n

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N = the number of Shares outstanding (having regard to Condition 6.3.17) at the close of business in India on the day immediately prior to the date of such issue.

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n	=	the number of Shares to be issued on exercise of such rights or warrants and (if applicable) conversion or exchange of such convertible or exchangeable securities at the said consideration.
v	=	the number of Shares which the aggregate consideration receivable by the Issuer (determined as provided in Condition 6.3.16) would purchase at such Current Market Price per Share.

Effective date of adjustment: Such adjustment shall become effective as of the calendar day in India corresponding to the calendar day at the place of issue on which such rights or warrants are issued.

6.3.12 Tender or Exchange Offer:

Adjustment: In case a tender or exchange offer made by or on behalf of the Issuer or any Subsidiary (as defined below) for all or any portion of the Shares shall expire and such tender or exchange offer shall involve the payment by the Issuer or such Subsidiary of consideration per Share having a Fair Market Value at the last time (the “Expiration Date”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds the Current Market Price per Share, as of the Expiration Date, the Conversion Price shall be adjusted in accordance with the following formula:

NCP = OCP x	N x CMP
	fmv + [(N - n) x CMP]

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2.

N	=	the number of Shares outstanding (including any tendered or exchanged Shares) on the Expiration Date.
CMP	=	Current Market Price per Share as of the Expiration Date.
fmv	=	the Fair Market Value of the aggregate consideration payable to the holders of Shares based on the acceptance (up to a maximum specified in the terms of the tender or exchange offer) of all Shares validly tendered or exchanged and not withdrawn as of the Expiration Date (the Shares deemed so accepted up to any such maximum, being referred to as the “Purchased Shares”).
n	=	the number of Purchased Shares.

Effective date of adjustment: Such adjustment shall become retroactively effective immediately prior to the opening of business on the day following the Expiration Date.

Tender or exchange offer not completed: If the Issuer is obligated to purchase Shares pursuant to any such tender or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

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6.3.13 Analogous Events and Modifications

If (a) the rights of conversion or exchange, purchase or subscription attaching to any options, rights or warrants to subscribe for or purchase Shares or any securities convertible into or exchangeable for, or which carry rights to subscribe for or purchase Shares are modified (other than pursuant to and as provided in the terms and conditions of such options, rights, warrants or securities as originally issued) or (b) the Issuer determines that any other event or circumstance has occurred which has or would have an effect on the position of the Bondholders as a class compared with the position of the holders of ail the securities (and options and rights relating thereto) of the Issuer, taken as a class which is analogous to any of the events referred to in Conditions 6.3.1 to 6.3.12, then, in any such case, the Issuer shall promptly notify the Trustee in writing thereof and the Issuer shall consult with an Independent Financial Institution as to what adjustment, if any, should be made to the Conversion Price to preserve the value of the Conversion Right of Bondholders and will make any such adjustment. Ail costs, charges, liabilities and expenses incurred in connection with the appointment, retention, consultation and remuneration of any Independent Financial Institution appointed under the Conditions shall be borne by the Issuer.

6.3.14 Simultaneous Issues of Different Classes of Shares:

In the event of simultaneous issues of two or more classes of share capital comprising Shares or rights or warrants in respect of, or securities convertible into or exchangeable for, two or more classes of share capital comprising Shares, then, for the purposes of this Condition, the formula

NCP = OCP x	N + v
	N + n

shall be restated as

NCP = OCP x	N + v1 + v2 + v3
	N + n1 + n2 + n3

where v1 and n1 shall have the same meanings as “v” and “n” but by reference to one class of Shares, v2 and n2 shall have the same meanings as “v” and “n” but by reference to a second class of Shares, v3 and n3 shall have the same meanings as V and “n” but by reference to a third class of Shares and so on.

6.3.15 Certain Definitions:

For the purposes of these Conditions:

“Closing Price” of the Shares for each Trading Day shall be the last reported transaction price of the Shares on the NSE for such day or, if no transaction takes place on such day, the average of the closing bid and offered prices of Shares for such day as furnished by a leading independent securities firm licensed to trade on the NSE selected from time to time by the Issuer and approved by the Trustee in writing for the purpose.

“Current Market Price” per Share on any date means the average of the daily Closing Prices (as defined below) of the relevant Shares for the five consecutive Trading Days (as defined below) ending on and including the Trading Day immediately preceding such date. If the Issuer has more than one class of share capital comprising Shares, then the relevant Current Market Price for Shares shall be the price for that class of Shares the

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issue of which (or of rights or warrants in respect of, or securities convertible into or exchangeable for, that class of Shares) gives rise to the adjustment in question.

If during the said five Trading Days or any period thereafter up to but excluding the date as of which the adjustment of the Conversion Price in question shall be effected, any event (other than the event which requires the adjustment in question) shall occur which gives rise to a separate adjustment to the Conversion Price under the provisions of these Conditions, then the Current Market Price as determined above shall be adjusted in such manner and to such extent as an Independent Financial Institution shall in its absolute discretion deem appropriate and fair to compensate for the effect thereof.

“Trading Day” means a day when the NSE is open for business, but does not include a day when (a) no such last transaction price or closing bid and offered prices is/are reported and (b) (if the Shares are not listed or admitted to trading on such exchange) no such closing bid and offered prices are furnished as aforesaid.

If the Shares are no longer listed on the NSE but are still listed on the BSE, references in the above definitions to the NSE shall be deemed to be the BSE, and if the Shares are no longer listed on the NSE or the BSE and have been listed on an Alternative Stock Exchange as required by Condition 6.4.1, references in the above definitions to the NSE will be taken as references to the Alternative Stock Exchange.

6.3.16 Consideration Receivable by the Issuer:

For the purposes of any calculation of the consideration receivable by the Issuer pursuant to Conditions 6.3.5, 6.3.6, 6.3.7, 6.3.8, 6.3.9, 6.3.10, 6.3.11 and 6.3.14 above, the following provisions shall be applicable:

(a) in the case of the issue of Shares for cash, the consideration shall be the amount of such cash;

(b) in the case of the issue of Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by an Independent Financial Institution or, if pursuant to applicable law of India such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the accounting treatment thereof;

(c) in the case of the issue (whether initially or upon the exercise of rights or warrants) of securities convertible into or exchangeable for Shares, the aggregate consideration receivable by the Issuer shall be deemed to be the consideration received by the Issuer for such securities and (if applicable) rights or warrants plus the additional consideration (if any) to be received by the Issuer upon (and assuming) the conversion or exchange of such securities at the initial conversion or exchange price or rate and (if applicable) the exercise of such rights or warrants at the initial subscription or purchase price (the consideration in each case to be determined in the same manner as provided in this Condition 6.3.16) and the consideration per Share receivable by the Issuer shall be such aggregate consideration divided by the number of Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange price or rate and (if applicable) the exercise of such rights or warrants at the initial subscription or purchase price;

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(d) in the case of the issue of rights or warrants to subscribe for or purchase Shares, the aggregate consideration receivable by the Issuer shall be deemed to be the consideration received by the Issuer for any such rights or warrants plus the additional consideration to be received by the Issuer upon (and assuming) the exercise of such rights or warrants at the initial subscription or purchase price (the consideration in each case to be determined in the same manner as provided in this Condition 6.3.16) and the consideration per Share receivable by the Issuer shall be such aggregate consideration divided by the number of Shares to be issued upon (and assuming) the exercise of such rights or warrants at the initial subscription or purchase price;

(e) if any of the consideration referred to in any of the preceding paragraphs of this Condition 6.3.16 is receivable in a currency other than Rupees, such consideration shall (in any case where there is a fixed rate of exchange between the Rupees and the relevant currency for the purposes of the issue of the Shares, the conversion or exchange of such securities or the exercise of such rights or warrants) be translated into Rupees for the purposes of this Condition 6.3.16 at such fixed rate of exchange and shall (in all other cases) be translated into Rupees at the mean of the exchange rate quotations (being quotations for the cross rate through U.S. dollars if no direct rate is quoted) by an Independent Financial Institution for buying and selling spot units of the relevant currency by telegraphic transfer against Rupees on the date as of which the said consideration is required to be calculated as aforesaid;

(f) in the case of the issue of Shares (including, without limitation, to employees under any employee bonus or profit sharing arrangements) credited as fully paid out of retained earnings or capitalisation of reserves at their par value, the aggregate consideration receivable by the Issuer shall be deemed to be zero (and accordingly the number of Shares which such aggregate consideration receivable by the Issuer could purchase at the relevant Current Market Price per Share shall also be deemed to be zero); and

(g) in making any such determination, no deduction shall be made for any commissions or any expenses paid or incurred by the Issuer.

6.3.17 Cumulative Adjustments:

If, at the time of computing an adjustment (the “later adjustment”) of the Conversion Price pursuant to any of Conditions 6.3.2, 6.3.5, 6.3.6, 6.3.9, 6.3.10, 6.3.11 and 6.3.14 above, the Conversion Price already incorporates an adjustment made (or taken or to be taken into account pursuant to the proviso to Condition 6.3.18) to reflect an issue of Shares or of securities convertible into or exchangeable for Shares or of rights or warrants to subscribe for or purchase Shares or securities, to the extent that the number of such Shares or securities taken into account for the purposes of calculating such adjustment exceeds the number of such Shares in issue at the time relevant for ascertaining the number of outstanding Shares for the purposes of computing the later adjustment, such excess Shares shall be deemed to be outstanding for the purposes of making such computation.

6.3.18 Minor Adjustments:

No adjustment of the Conversion Price shall be required if the adjustment would be less than 1 per cent. of the then current Conversion Price; provided that any adjustment which

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by reason of this Condition 6.3.18 is not required to be made shall be carried forward and taken into account (as if such adjustment had been made at the time when it would have been made but for the provisions of this Condition 6.3.18) in any subsequent adjustment. All calculations under this Condition 6.3 shall be made to the nearest Rs.0.01 with Rs.0.005 being rounded up to the next Rs.0.01. Except as otherwise set out in Condition 6.3.19, the Conversion Price may be reduced at anytime by the Issuer.

6.3.19 Minimum Conversion Price:

Notwithstanding the provisions of this Condition, the Issuer covenants that:

(a) the Conversion Price shall not be reduced below the par value of the Shares (Rs.1.00 at the date hereof) as a result of any adjustment made hereunder unless, under applicable law then in effect, Bonds may be converted at such reduced Conversion Price into legally issued, fully-paid and non-assessable Shares; and

(b) it will not take any corporate or other action which might result in the Conversion Price being reduced pursuant to this Condition 6 below the level permitted by (i) applicable Indian laws and regulations from time to time (if any) or (ii) applicable Indian regulatory authorities where the approval of such regulatory authority has not been obtained.

6.3.20 Reference to “fixed”:

Any references herein to the date on which a consideration is “fixed” shall, where the consideration is originally expressed by reference to a formula which cannot be expressed as an actual cash amount until a later date, be construed as a reference to the first day on which such actual cash amount can be ascertained.

6.3.21 Upward Adjustment:

No adjustment involving an increase in the Conversion Price will be made, except in the case of a consolidation of the Shares, as referred to in Condition 6.3.1.

6.3.22 Employee Share or Stock Option Scheme:

No adjustment shall be required to the Conversion Price where Shares or other securities or options, rights or warrants for Shares or other securities are issued, offered, allotted, appropriated, modified or granted to employees (including directors) or former employees of the Issuer or any of its Subsidiaries or persons related to such employees (including directors) or former employees, directly or indirectly, pursuant to an employee share or stock option scheme generally duly existing now or in the future or as required by law; provided that such Shares or other securities or options, rights or warrants for Shares or other securities do not involve or relate to the issuance, offer, allotment, appropriation, modification or granting of Shares in excess of 3 per cent. of the issued and outstanding Shares of the Issuer as of the Closing Date, during the tenure of any such employee share or stock option scheme.

6.3.23 Trustee not Obliged to Monitor:

The Trustee shall not be under any duty to monitor whether any event or circumstances has happened or exists under this Condition 6.3 and will not be responsible to Bondholders for any loss arising from any failure by it to do so.

6.3.24 Approval of Trustee:

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The Issuer shall send the Trustee a certificate setting out particulars relating to adjustment of the Conversion Price. The Issuer shall also cause a notice containing the same information to be sent to Bondholders, such notice to be approved by the Trustee before it is given to Bondholders.

6.3.25 Independent Financial Institution:

If the Issuer fails to select an Independent Financial Institution when required in this Condition 6.3, the Trustee may (at its absolute discretion) select such an Independent Financial Institution at the expense of the Issuer.

6.3.26 Depositary Receipts

If the Issuer shall have outstanding a depositary receipt facility programme or facility in respect of its Shares (a “DR Facility”) on the date of conversion of any Bonds, then, subject to the terms and conditions of the relevant facility or programme and to applicable laws and regulations and to such amendments to these Conditions as the Issuer and the Trustee shall consider to be appropriate, each Bondholder will have the right in respect of the exercise of Conversion Rights to elect (a “DR Election”) that the Shares to be issued on conversion be represented by depositary receipts (“DRs”) and to receive DRs instead of such Shares. A DR Election shall be made in the relevant Conversion Notice in such form as the Issuer may require. The number of DRs to be issued on exercise of Conversion Rights in respect of which the relevant Bondholder shall have duly made a DR Election shall be determined by dividing the principal amount of the relevant Bond to be converted by the Conversion Price in effect on the relevant Conversion Date and dividing the resulting number by the number of Shares represented by each DR on such Conversion Date.

Fractions of a DR will not be issued and neither will a Share (where at the relevant time a DR represents more than one Share) or any fraction of a Share be issued and no cash payment or adjustment will be made in respect thereof (other than in the circumstances provided for in Condition 6.1.2). However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that DRs are to be issued to the same person, the number of such DRs to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted and rounded down to the nearest whole number of DRs.

Where DRs are to be issued, the Issuer will, as soon as practicable, and in any event not later than 30 days after the relevant Conversion Date (i) cause the name of the depositary in respect of the relevant DR Facility (the “DR Depositary”), or its custodian, to be registered in the record of the depositors maintained by the depositary registered under the 1996 Depositaries Act with whom the Issuer has entered into a depositary agreement and (ii) cause the relevant number of DRs to be issued by the DR Depositary pursuant to the relevant DR Facility to the relevant Bondholder or his/their nominee.

DRs will be issued in book-entry form or in certificated form as provided in the relevant DR Facility, and may bear such legends and be subject to such restrictions on transfer as the Issuer shall determine to be necessary to comply with applicable laws and regulations.

A Bondholder exercising Conversion Rights and making a DR Election must deliver at its expense to the specified office of any Conversion Agent all and any certificates and other

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documents as may be required pursuant to the relevant DR Facility in respect of the deposit of the relevant Shares pursuant to such DR Facility.

The Issuer will pay all expenses, charges and fees of the custodian for the DR Depositary and of the DR Depositary in connection with the deposit of the relevant Shares and issue of the DRs on conversion.

If a Retroactive Adjustment shall occur in relation to the exercise of Conversion Rights in relation to any Bond in respect of which a DR Election shall have been duly made, the Issuer shall, conditional upon the relevant adjustment becoming effective, procure that there shall be issued to the relevant Bondholder (or in accordance with instructions contained in the Conversion Notice) such additional number of DRs (if any) (the “Additional DRs”) as, together with the DRs issued or to be issued on conversion of the relevant Bond is equal to the number of DRs which would have been required to be issued on conversion of such Bond (together with any fraction of a DR not so issued) if the relevant adjustment to the Conversion Price had been made and become effective on and as of the relevant Conversion Date.

DRs issued upon conversion of the Bonds will in all respects rank pari passu with all other DRs under the relevant DR Facility then in issue on the relevant Conversion Date, except that the DRs or, as the case may be, the Additional DRs so issued will not rank for any right where the record date or other due date for the establishment of entitlement in respect of the Shares represented by such DRs or, as the case may be, Additional DRs falls prior to the relevant Conversion Date.

If the Issuer determines that it would be contrary to applicable laws or regulations or would be contrary to the terms of the relevant DR Facility (including any provisions thereof relating to the deposit of Shares) to issue Shares to be represented by DRs upon conversion of Bonds in respect of which a DR Election shall have been made, such DR Election shall be ineffective and there shall be issued to such Bondholder (or as specified in the relevant Conversion Notice) Shares as if such DR Election had not been made.

The Issuer is under no obligation to establish and/or maintain any depositary facility or programme in respect of the Shares or, if it does, to enable the Shares to be eligible for deposit pursuant thereto. The Issuer shall be entitled to impose such conditions and restrictions on the deposit of Shares pursuant to any such facility or programme as it may determine, and may agree with the Trustee such changes to these Conditions as may be appropriate in respect of or relating to the deposit of Shares pursuant to any such facility or programme.

6.4 Undertakings

6.4.1 The Issuer has undertaken in the Trust Deed, inter alia, that so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders or with the approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of Bondholders to give such approval:

(i) it will use its best endeavours (a) to obtain and maintain a listing of the Bonds on the Singapore Exchange Securities Trading Limited (the “Singapore Stock Exchange”), (b) to maintain a listing for all the issued Shares on the BSE and the NSE (together, the “Indian Exchanges”), (c) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the

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Bonds on the Indian Exchanges, and (d) if the Issuer is unable to obtain or maintain such listings, to use its best endeavours to obtain and maintain a listing for all the Bonds and the Shares issued on the exercise of the Conversion Rights, on an Alternative Stock Exchange and will forthwith give notice to the Bondholders in accordance with Condition 17 of the listing or delisting of the Shares or the Bonds (as a class) by any of such stock exchanges;

(ii) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on conversion of the Bonds without breaching any foreign ownership restrictions in India applicable to the Shares and will ensure that all Shares will be duly and validly issued as fully-paid;

(iii) it will pay the expenses of the issue or delivery of, and all expenses of obtaining listing for, Shares arising on conversion of the Bonds;

(iv) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund (except, in each case, as permitted by applicable law and results in (or would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made);

(v) it will not make any offer, issue or distribute or take any action the effect of which would be to reduce the Conversion Price below the par value of the Shares of the Issuer, provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law;

(vi) it will not take any corporate or other action which pursuant to these Conditions would cause the Conversion Price to be adjusted to a price which would render conversion of the Bonds into Shares at such adjusted Conversion Price to be in contravention of applicable law or subject to approval from the Reserve Bank of India, the Ministry of Finance, Government of India and/or any other governmental/regulatory authority in India where such written approval has not been obtained. The Issuer also covenants that prior to taking any action which would cause an adjustment to the Conversion Price, the Issuer shall provide the Trustee with an opinion of an independent legal counsel in India of international repute, approved by the Trustee in writing, stating that the Conversion Price as proposed to be adjusted pursuant to such action, is in conformity with applicable law and that the conversion of the Bonds to the Shares at such adjusted Conversion Price would not require approval of the Reserve Bank of India, the Ministry of Finance, India and/or any other governmental/regulatory authority in India (the “Price Adjustment Opinion”). To the extent that an event triggering an adjustment to the Conversion Price occurs and the Issuer is unable to provide the Trustee with a Price Adjustment Opinion, the Issuer shall give notice to Bondholders of their Non-Permitted Conversion Price Adjustment Event Repurchase Right, as defined in and pursuant to Condition 8.7.;

6.4.2 The Issuer has also given certain other undertakings in the Trust Deed for the protection of the Conversion Rights.

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The Shares issued upon conversion of the Bonds are expected to be listed on the NSE and the BSE and will be tradable on such stock exchange once listed thereon, which is expected to occur within 45 days after the relevant Conversion Date. If there is any delay in obtaining the approval of the NSE and the BSE to list such Shares, they shall not be tradeable on the BSE and the NSE until the listing occurs.

6.5 Notice of Change in Conversion Price

The Issuer shall give notice to the Bondholders in accordance with Condition 17 and, for so long as the Bonds are listed on the Singapore Stock Exchange and the rules of the Singapore Stock Exchange so require, the Issuer shall also give notice to the Singapore Stock Exchange, of any change in the Conversion Price. Any such notice relating to a change in the Conversion Price shall set forth the event giving rise to the adjustment, the Conversion Price prior to such adjustment, the adjusted Conversion Price and the effective date of such adjustment.

6.6 Conversion upon Change of Control

If a Change of Control (as defined below) shall have occurred, the Issuer shall give notice of that fact to the Bondholders (the “Change of Control Notice”) in accordance with Condition 17 within seven days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 30 days following a Change of Control, or, if later, 30 days following the date on which the Change of Control Notice is given to Bondholders (such period, the “Change of Control Conversion Period”), the Conversion Price shall be adjusted in accordance with the following formula:

NCP =	OCP
	1 + (CP x c/t)

where:

NCP and OCP have the meanings ascribed thereto in Condition 6.3.2. For the avoidance of doubt, OCP for the purposes of this Condition 6.6 shall be the Conversion Price applicable on the relevant Conversion Date in respect of any conversion pursuant to this Condition 6.6.

Conversion Premium (“CP”) = 28 per cent. expressed as a fraction.

c	=	the number of days from and including the first day of the Change of Control Conversion Period to but excluding 31 October 2014.
t	=	the number of days from and including 30 October 2009 to but excluding 31 October 2014,

provided that the Conversion Price shall not be reduced pursuant to this Condition 6.6 below the level permitted by applicable Indian laws and regulations from time to time (if any).

If the last day of a Change of Control Conversion Period shall fall during a Closed Period, the Change of Control Conversion Period shall be extended such that its last day will be the fifteenth day following the last day of a Closed Period.

For the purposes of this Condition 6.6,

“control” means (a) the acquisition or control of more than 50 per cent. of the Voting Rights of the issued share capital of the Issuer or (b) the right to appoint and/or remove all or the majority of

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the members of the Issuer’s Board of Directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;

a “Change of Control” occurs when:

(a) any person or persons (except Vedanta Resources plc (“Vedanta”) directly or indirectly, acting together, acquires control, directly or indirectly, of the Issuer; or

(b) the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other person or persons, acting together; or

(c) Vedanta or any person or persons controlled by Vedanta or who control Vedanta, acting together with Vedanta, acquires, 90 per cent. of the Voting Rights.

a “person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity) but does not include the Issuer’s Board of Directors or any other governing board and does not include the Issuer’s wholly-owned direct or indirect subsidiaries; and

“Voting Rights” means the right generally to vote at a general meeting of Shareholders of the Issuer (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

7 Payments

7.1 Principal, Premium and Interest

7.1.1 Payment of principal, interest, premium and default interest (if any) will be made by transfer to the registered account of the Bondholder or by U.S. dollar cheque drawn on a bank in New York mailed to the registered address of the Bondholder if it does not have a registered account, in each case, in accordance with provisions of the Agency Agreement. Such payment will only be made after surrender of the relevant Certificate at the specified office of any of the Agents. If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) paid.

7.1.2 Interest on the Bonds due on an Interest Payment Date will be paid on the due date for the payment of interest to the holder shown on the Register at the close of business on the seventh day before the due date for the payment of interest (the “Interest Record Date”).

7.2 Registered Accounts

For the purposes of this Condition, a Bondholder’s registered account means the U.S. dollar account maintained by or on behalf of it with a bank in New York, details of which appear on the Register at the close of business on the second business day (as defined below) before the due date for payment, and a Bondholder’s registered address means its address appearing on the Register at that time.

7.3 Applicable Laws

All payments to be made to Bondholders by or on behalf of the Issuer are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to the

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provisions of Condition 9. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

7.4 Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a business day (as defined below), for value on the first following day which is a business day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder) on the due date for payment (or, if it is not a business day, the immediately following business day) or, in the case of a payment of principal, if later, on the business day on which the relevant Certificate is surrendered at the specified office of an Agent.

7.5 Default Interest and Delay in Payment

7.5.1 If the Issuer fails to pay any sum in respect of the Bonds when the same becomes due and payable under these Conditions, interest shall accrue on the overdue sum at the rate of 7.00 per cent. per annum (being the rate of interest plus default interest) from the due date. Such default interest shall accrue on the basis of the actual number of days elapsed and a 360-day year.

7.5.2 Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a business day, if the Bondholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed in accordance with this Condition arrives after the due date for payment.

7.6 Business Day

In this Condition, “business day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York City, Mumbai and London and, in the case of the surrender of a Certificate, in the place where the Certificate is surrendered. If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

8 Redemption, Purchase and Cancellation

8.1 Maturity

Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond at 100 per cent. of its principal amount on 31 October 2014 (the “Maturity Date”) together with accrued interest, if any, calculated in accordance with Condition 5.1. The Issuer may not redeem the Bonds at its option prior to that date except as provided in Condition 8.2 or Condition 8.3 below (but without prejudice to Condition 10).

8.2 Redemption at the Option of the Issuer

8.2.1 On or at any time after 30 October 2012 but not less than seven business days prior to the Maturity Date, the Issuer may, having given not less than 30 nor more than 60 days’ notice to the Bondholders, the Trustee and the Principal Agent (which notice will be irrevocable), redeem the Bonds in whole but not in part at 100 per cent. of their principal amount together with accrued interest (calculated up to but excluding the date of redemption) on the date fixed for redemption, provided that no such redemption may be made unless the Closing Price of the Shares (translated into U.S. dollars at the Prevailing

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Rate (as defined below)) for each of the 20 consecutive Trading Days in any period of 30 consecutive Trading Days prior to the date upon which notice of such redemption is given pursuant to Condition 17, was at least 130 per cent. of the Conversion Price (translated into U.S. dollars at the Fixed Exchange Rate). Upon expiry of such notice, the issuer shall be bound to redeem such Bonds in accordance with this Condition. If there shall occur an event giving rise to a change in the Conversion Price during any such 20 consecutive Trading Day period, appropriate adjustments for the relevant days approved by two independent investment banks (acting as experts) selected by the Issuer (at the expense of the Issuer) and approved in writing by the Trustee shall be made for the purpose of calculating the Closing Price for such days. The “Prevailing Rate” applicable to any Trading Day shall be the middle rate for the purchase of U.S. dollars with Rupees quoted by the State Bank of India on that Trading Day or if such rate is not available on such Trading Date, such rate prevailing on the immediately preceding day on which such rate is so available.

8.2.2 If at any time the aggregate principal amount of the Bonds outstanding is less than 10 per cent. of the aggregate principal amount originally issued (including any Bonds issued pursuant to Condition 16), the Issuer shall have the option to redeem such outstanding Bonds in whole but not in part at 100 per cent. of their principal amount together with accrued interest (calculated up to but excluding the date of redemption) on the date fixed for redemption. The Issuer will give at least 30 days’ but not more than 60 days’ prior notice to the holders for such redemption. Upon expiry of such notice, the Issuer shall be bound to redeem such Bonds in accordance with this Condition.

RBI regulations at the time of redemption may require the Issuer to obtain the prior approval of the RBI before providing notice for or effecting such a redemption prior to the Maturity Date, such approval may or may not be forthcoming.

8.3 Redemption for Taxation Reasons

8.3.1 Subject to Condition 8.3.3, at any time the Issuer may, having given not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable) redeem all, and not some only, of the Bonds at 100 per cent. of their principal amount together with accrued interest (calculated up to but excluding the date of redemption) on the date fixed for redemption (the “Tax Redemption Date”), if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that the Issuer has or will become obliged to pay additional amounts in respect of payments of interest on the Bonds pursuant to Condition 9.3 as a result of any change in, or amendment to, the laws or regulations of India or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 30 October 2009, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee (a) a certificate signed by two directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer (taking reasonable measures available to it) and (b) an opinion of independent legal or tax advisors of recognised international standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall accept such certificate and

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opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders.

8.3.2 Upon the expiry of any such notice, the Issuer will be bound to redeem the Bonds at 100 per cent. of their principal amount together with accrued interest up to (but excluding) such date, on the Tax Redemption Date.

8.3.3 If the Issuer gives a notice of redemption pursuant to this Condition 8.3, each Bondholder will have the right to elect that his Bond(s) shall not be redeemed and that the provisions of Condition 9 shall not apply in respect of any payment of principal or interest to be made in respect of such Bond(s) which falls due after the relevant Tax Redemption Date whereupon no, subject to the following sentence, additional amounts shall be payable in respect thereof pursuant to Condition 9 and payment of all amounts shall be made subject to the deduction or withholding of the taxation required to be withheld or deducted by the government of India or any authority thereof or therein having power to tax. For the avoidance of doubt, any additional amounts which had been payable in respect of the Bonds as a result of the laws or regulations of the government of India or any authority thereof or therein having power to tax prior to 30 October 2009 will continue to be payable to such Bondholders. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption (“Tax Election Notice”), in the form for the time being current, obtainable from the specified office of any Paying Agent together with the Certificate evidencing the Bonds on or before the day falling 10 days prior to the Tax Redemption Date.

RBI regulations at the time of redemption may require the Issuer to obtain the prior approval of the RBI before providing notice for or effecting such a redemption prior to the Maturity Date, such approval may or may not be forthcoming.

8.4 Redemption for Change of Control

8.4.1 Following the occurrence of a Change of Control (as defined below) and to the extent permitted by applicable law, the holder of each Bond will have the right at such holder’s option to require the Issuer to redeem in whole but not in part such holder’s Bonds on the Change of Control Put Date at 100 per cent. of their principal amount together with accrued interest up to (but excluding) such date. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (“Change of Control Put Exercise Notice”) together with the Certificate evidencing the Bonds to be redeemed by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Bondholders by the Issuer in accordance with Condition 17. The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 30 days as referred to above.

8.4.2 A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which form the subject of the Change of Control Put Exercise Notices delivered as aforesaid on the Change of Control Put Date.

8.4.3 The Trustee shall not be required to take any steps to ascertain whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be responsible or liable to Bondholders for any loss arising from not doing so.

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8.4.4 No later than seven days after becoming aware of a Change of Control, the Issuer shall procure that notice regarding the Change of Control shall be delivered to the Trustee and the Bondholders in accordance with Condition 17 stating: (i) the Change of Control Put Date; (ii) the date of such Change of Control and, briefly, the events causing such Change of Control; (iii) the date by which the Change of Control Put Exercise Notice (as defined above) must be given; (iv) the redemption amount and the method by which such amount will be paid; (v) the names and addresses of all Paying Agents; (vi) briefly, the Conversion Right and the then current Conversion Price; (vii) the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Change of Control Put Right or Conversion Right; and (viii) that a Change of Control Put Exercise Notice, once validly given, may not be withdrawn.

RBI regulations at the time of redemption may require the Issuer to obtain the prior approval of the RBI before providing notice for or effecting such a redemption prior to the Maturity Date, such approval may or may not be forthcoming.

8.5 Delisting Put Right

8.5.1 In the event the Shares cease to be listed or admitted to trading or suspended for a period equal to or exceeding 30 days on the BSE and NSE or any Alternate Stock Exchange (a “Delisting”) each Bondholder shall have the right (the “Delisting Put Right”), at such Bondholder’s option, to require the Issuer to redeem all (but not less than all) of such Bondholder’s Bonds on the twentieth business day after notice has been given to Bondholders regarding the Delisting referred to under Condition 8.5.2 below or, if such notice is not given, the twentieth business day after the Delisting (the “Delisting Put Date”) at 100 per cent. of their principal amount together with accrued interest up to (but excluding) such date (the “Delisting Put Price”).

8.5.2 Promptly after becoming aware of a Delisting, the Issuer shall procure that notice regarding the Delisting Put Right shall be given to the Trustee and the Bondholders in accordance with Condition 17 stating:

(i) the Delisting Put Date;

(ii) the date of such Delisting and, briefly, the events causing such Delisting;

(iii) the date by which the Purchase Notice (as defined below) must be given;

(iv) the Delisting Put Price and the method by which such amount will be paid;

(v) the names and addresses of all Paying Agents;

(vi) the Conversion Right and the then current Conversion Price;

(vii) the procedures that Bondholders must follow and the requirements that Bondholders must satisfy in order to exercise the Delisting Put Right or Conversion Right; and

(viii) that a Purchase Notice, once validly given, may not be withdrawn.

8.5.3 To exercise its rights to require the Issuer to redeem or purchase (subject to applicable laws) its Bonds, the Bondholder must deliver a written irrevocable notice of the exercise of such right (a “Purchase Notice”), in the then current form obtainable from the specified office of any Agent together with the Certificate evidencing the Bonds to be redeemed, to any Paying Agent on any business day prior to the close of business at the location of

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such Paying Agent on such day and which day is not less than 10 business days prior to the Delisting Put Date.

8.5.4 A Purchase Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Bonds which form the subject of the Delisting Notices delivered as aforesaid on the Delisting Put Date.

8.5.5 The Trustee shall not be required to take any steps to ascertain whether a Delisting or any event which could lead to the occurrence of a Delisting has occurred.

8.5.6 For the purposes of this Condition 8.5, “business day” shall mean a day on which commercial banks are open for business in London and Mumbai.

RBI regulations at the time of redemption may require the Issuer to obtain the prior approval of the RBI before providing notice for or effecting such a redemption prior to the Maturity Date, such approval may or may not be forthcoming.

8.6 Redemption Following Exercise of a Put Option

Upon the exercise of any put option specified in Condition 8.4 or 8.5, payment of the applicable redemption amount (including accrued interest) shall be conditional upon (i) the Issuer obtaining all approvals required by law and (ii) delivery of the Bondholder’s Certificate (together with any necessary endorsements) to any Paying Agent on any business day together with the delivery of any other document(s) required by these Conditions, and will be made on the later of the date set for redemption and promptly following the time of delivery of such Certificate. If the Paying Agent holds on the Put Date (as defined below) money sufficient to pay the applicable redemption monies of Bonds for which notices have been delivered in accordance with the provisions hereof upon exercise of such right, then, whether or not such Certificate is delivered to the Paying Agent, on and after such Put Date, (a) such Bond will cease to be outstanding; (b) such Bond will be deemed paid; and (c) all other rights of the Bondholder shall terminate (other than the right to receive the applicable redemption monies). “Put Date” shall mean the Change of Control Put Date or the Delisting Put Date, as applicable.

8.7 Non-Permitted Conversion Price Adjustment Event Repurchase Right

To the extent permitted by applicable law, unless the Bonds have been previously redeemed, converted or purchased and cancelled, if the Issuer is unable to provide the Trustee with a Price Adjustment Opinion as set forth in Condition 6.4.1 (vi) prior to the occurrence of an event triggering an adjustment to the Conversion Price (a “Non-Permitted Conversion Price Adjustment Event”), the Issuer shall, within 10 business days after the occurrence of the relevant event triggering such adjustment, notify in accordance with Condition 17 the Bondholders and the Trustee of such Non-Permitted Conversion Price Adjustment Event, and each Bondholder shall have the right (the “Non-Permitted Conversion Price Adjustment Event Repurchase Right”), at such Bondholder’s option, to require the Issuer to repurchase all (or any portion of the principal amount thereof which is US$100,000 or any integral multiple thereof) of such Bondholder’s Bonds at a price equal to 100 per cent. of their principal amount together with accrued interest (calculated up to but excluding the date of redemption) (the “Non-Permitted Conversion Price Adjustment Event Repurchase Price”), on the date set by the Issuer for such repurchase (the “Non-Permitted Conversion Price Adjustment Date”), which shall be not less than 30 days nor more than 60 days following the date on which the Issuer notifies the Bondholders of the Non-Permitted Conversion Price Adjustment.

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8.8 Purchases

The Issuer or any of its Subsidiaries may, if permitted under the laws of India, at any time and from time to time purchase Bonds at any price in the open market or otherwise. If the purchases are made by way of tender to Bondholders, the tender must be available to all Bondholders alike. Any Bonds purchased by a Subsidiary of the Issuer may be reissued, resold or cancelled at the option of the relevant Subsidiary, subject to any applicable regulatory requirements, including the ECB Guidelines of the RBI.

8.9 Cancellation

All Bonds which are redeemed or converted will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar and such Bonds may not be reissued or resold.

8.10 Redemption Notices

All notices to Bondholders given by or on behalf of the Issuer pursuant to this Condition will be given in accordance with Condition 17, and specify the date fixed for redemption, the manner in which redemption will be effected, the amount payable on the date fixed for redemption and the aggregate principal amount of the Bonds outstanding as at the latest practicable date prior to the publication of the notice.

No notice of redemption given under Condition 8.2 or Condition 8.3 shall be effective if it specifies a date for redemption which falls during a Closed Period or within 15 days following the last day of a Closed Period.

9 Taxation

9.1 All payments in respect of the Bonds by the Issuer will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of India or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law.

9.2 Where such withholding or deduction is in respect of Indian withholding tax on premium or interest payments at the rate of up to 10.00 per cent. (plus applicable surcharge on such tax payable and education cess as applicable) the Issuer will increase the amount of premium or interest paid by it to the extent required so that the amount of premium or interest received by Bondholders amounts to the relevant amount of the premium or interest payable pursuant to Condition 8 or Condition 10, in the case of premium, and Condition 5, in the case of interest.

9.3 In the event that any such withholding or deduction in respect of principal or any such additional withholding or deduction in excess of 10.00 per cent. (plus applicable surcharge on such tax payable and education cess as applicable) in respect of premium or interest is required, the Issuer will pay such additional amounts by way of principal, premium or interest as will result in the receipt by the Bondholders of the amounts which would otherwise have been receivable in the absence of such withholding or deduction, except that no such additional amount shall be payable in respect of any Bond:

9.3.1 to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having

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some connection with India otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond; or

9.3.2 (in the case of a payment of principal or premium) if the Certificate in respect of such Bond is surrendered more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days; or

9.3.3 where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

9.3.4 presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying Agent or Conversion Agent in a Member State of the European Union.

9.4 For the purposes hereof, “Relevant Date” means the date on which such payment first becomes due except that if the full amount payable has not been received by the Trustee or the Principal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders and cheques despatched or payment made.

9.5 References in these Conditions to principal, premium and interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

10 Events of Default

10.1 The Trustee at its discretion may, and if so requested in writing by the holders of not less than 25 per cent. in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution shall (subject to being indemnified and/or secured by the Bondholders to its satisfaction), give notice to the Issuer that the Bonds are, and they shall accordingly thereby become, immediately due and repayable at 100 per cent. of their principal amount together with accrued interest up to (but excluding) the date of payment (subject as provided below and without prejudice to the right of Bondholders to exercise the Conversion Right in respect of their Bonds in accordance with Condition 6) if any of the following events (each an “Event of Default”) has occurred:

10.1.1 Non-Payment: (i) the Issuer fails to pay all or any part of the principal of any of the Bonds when the same shall become due and payable, whether at maturity, upon redemption or otherwise and such failure continues for a period of seven calendar days; or (ii) the Issuer fails to pay any interest in respect of any of the Bonds as and when the same shall become due and payable, and such failure continues for a period of 14 calendar days; or

10.1.2 Conversion Rights: the Issuer fails to deliver the Shares as and when such Shares are required to be delivered following conversion of a Bond and such failure continues for a period of 14 calendar days; or

10.1.3 Breach of Other Obligations: the Issuer defaults in the performance or observance of or compliance with any of its other obligations set out in the Bonds or the Trust Deed which

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default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 45 calendar days after the date on which written notice specifying such failure, stating that such notice is a “Notice of Default” under the Bonds and demanding that the Issuer remedy the same, shall have been given to the Issuer by the Trustee; or

10.1.4 Cross-Default: (i) any other present or future indebtedness of the Issuer or any Material Subsidiary for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity (otherwise than at the option of the Issuer or such Material Subsidiary, as the case may be) by reason of any actual or potential default, event of default or the like (howsoever described); or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period originally provided for; or (iii) the Issuer or any Material Subsidiary fails to pay when due (or within any applicable grace period originally provided for) any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which any one or more of the events mentioned above in this Condition 10.1.4 has or have occurred equals or exceeds the higher of US$25,000,000 or its equivalent in other currencies (as reasonably determined by the Trustee); or

10.1.5 Enforcement Proceedings: a distress, attachment, execution or other legal process (other than distraint or attachment imposed by any government, authority or agent prior to enforcement foreclosure) is levied, enforced or sued out, as the case may be, on or against a substantial part (in the opinion of the Trustee) of the property, assets or revenues of the Issuer or all or a substantial part (in the opinion of the Trustee) of the property, assets or revenues of any Material Subsidiary and is not (i) either discharged or stayed within 60 calendar days or in circumstances where, in the opinion of the Trustee, the levy, enforcement or suing out, as the case may be, of such legal process is not, or does not become, materially prejudicial to the interests of the Bondholders, within 120 calendar days; or (ii) being contested in good faith on the basis of appropriate legal advice provided by reputable independent counsel in the relevant jurisdiction or jurisdictions and by appropriate proceedings; or

10.1.6 Security Enforced: an encumbrancer takes possession or a receiver, administrative receiver, administrator, manager or other similar person is appointed over, or an attachment order is issued in respect of, the whole or a substantial part (in the opinion of the Trustee) of the undertaking, property, assets or revenues of the Issuer or any Material Subsidiary and in any such case such possession or appointment is not stayed or terminated or the debt on account of which such possession was taken or appointment made is not discharged or satisfied within 60 calendar days of such appointment or the issue of such order; or

10.1.7 Insolvency: the Issuer or any Material Subsidiary (i) is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts or stops, suspends or threatens to stop or suspend payment of all or a substantial part (in the opinion of the Trustee) of (or of a particular type of) its debts as they mature; or (ii) applies for or consents to or suffers the appointment of an administrator, administrative receiver, liquidator, manager or receiver or other similar person in respect of the Issuer or any Material Subsidiary or over the whole or a substantial part (in the opinion of the Trustee) of the undertaking, property, assets or revenues of the Issuer or any Material Subsidiary; or (iii) proposes or makes or enters into a general assignment or an arrangement or

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composition with or for the benefit of its creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or a substantial part (in the opinion of the Trustee) of (or of a particular type of) the debts of the Issuer or any Material Subsidiary, except, in any such case, for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of the Bondholders; or

10.1.8 Winding-up, Disposals: an administrator is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or administration of the Issuer or any Material Subsidiary, or the Issuer or any Material Subsidiary ceases or threatens to cease to carry on all or a substantial part (in the opinion of the Trustee) of its business or operations, or the Issuer or any Material Subsidiary sells or disposes of all or a substantial part (in the opinion of the Trustee) of its assets or business whether as a single transaction or a number of transactions, related or not; except, in any such case, for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, consolidation or other similar arrangement (i) on terms previously approved in writing by the Trustee or by an Extraordinary Resolution of the Bondholders, or (ii) in the case of a Material Subsidiary, not including arising out of the insolvency of such Material Subsidiary and under which all or substantially all of its assets are transferred to the Issuer or another Subsidiary or to a transferee or transferees which immediately upon such transfer become(s) a Subsidiary; or

10.1.9 Expropriation: any governmental authority or agency condemns, seizes, compulsorily purchases or expropriates (excluding any distraint or attachment prior to enforcement or foreclosure) all or a substantial part (in the opinion of the Trustee) of the assets or shares of the Issuer or any Material Subsidiary; or

10.1.10 Analogous Events: any event occurs which under the laws of England or, in the case of any Material Subsidiary, the laws of the relevant Material Subsidiary’s place of incorporation or principal place of business has an analogous effect to any of the events referred to in Condition 10.1.1 to Condition 10.1.9 above

Upon any such notice being given to the Issuer, the Bonds will immediately become due and payable at their principal amount together with accrued interest as provided in the Trust Deed, provided that no such notice may be given unless an Event of Default shall have occurred and provided that, in the case of Conditions 10.1.3, 10.1.5, 10.1.6 and 10.1.9, the Trustee shall have certified in writing to the Issuer that in its opinion such event is materially prejudicial to the interests of the Bondholders.

For the purposes of Condition 10.1.4 above, any indebtedness which is in a currency other than US dollars shall be translated into US dollars at the middle spot rate for the sale of US dollars against the purchase of the relevant currency quoted by any leading bank selected by the Trustee on any day when the Trustee requests a quotation for such purposes.

10.2 If the Bonds have become due and payable pursuant to Condition 10.1, notwithstanding Condition 6.1 and receipt of any payment after the acceleration of the Bonds and provided that no Conversion Notice has been delivered pursuant to Condition 6.1.4, a Bondholder may exercise its Conversion Right in accordance with this Condition 10.2 by depositing a Conversion Notice (unless, with respect to Condition 10.1.3, a Conversion Notice has already been deposited) with a Conversion Agent during the period from and including the date of a default notice with respect to an event specified in Condition 10.1 (at which time the Issuer will notify the Bondholders of the

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number of Shares per Bond to be delivered upon conversion, assuming all the then outstanding Bonds are converted) to and including the thirtieth business day after such payment.

If any converting Bondholder deposits a Conversion Notice pursuant to this Condition 10 on the business day prior to, or during, a Closed Period, the Bondholder’s Conversion Right shall continue until the business day following the last day of the Closed Period, which shall be deemed the Conversion Date (notwithstanding that such a date may fall outside the Conversion Period, for the purposes of such Bondholder’s exercise of its Conversion Right pursuant to this Condition 10.

If the Conversion Right attached to any Bond is exercised pursuant to this Condition 10.2 or if an Event of Default has occurred pursuant to Condition 10.1.3, the Issuer shall at the option of the converting Bondholder (notice of exercise of such option to be delivered to the Conversion Agent in writing) in lieu of delivery of the relevant Shares pay to such Bondholder an amount in U.S. dollars (converted from Rupees at the Prevailing Rate) (the “Default Cure Amount”), equal to the product of (x) (i) the number of Shares that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Bondholder minus (ii) the number of Shares that are actually delivered by the Issuer pursuant to such Bondholders’ Conversion Notice and (y) the Closing Price of the Shares on the Conversion Date; provided that if such Bondholder has received any payment under the Bonds pursuant to this Condition 10, the amount of such payment shall be deducted from the Default Cure Amount. Payment of the Default Cure Amount shall be paid to the converting Bondholder on the third business day following the date on which notice of exercise of the option to receive the Default Cure Amount is delivered.

11 Consolidation, Amalgamation or Merger

The Issuer will not consolidate with, merge or amalgamate into or transfer its assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person (the consummation of any such event, a “Merger”), unless:

(i) the corporation formed by such Merger or the person that acquired such properties and assets shall expressly assume, by a supplemental trust deed, all obligations of the Issuer under the Trust Deed, the Agency Agreement and the Bonds and the performance of every covenant and agreement applicable to it contained therein and to ensure that the holder of each Bond then outstanding will have the right (during the period when such Bond shall be convertible) to convert such Bond into the class and amount of shares, cash and other securities and property receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Shares which would have become liable to be issued upon conversion of such Bond immediately prior to such consolidation, amalgamation, merger, sale or transfer;

(ii) immediately after giving effect to any such Merger, no Event of Default shall have occurred or be continuing or would result therefrom; and

(iii) the corporation formed by such Merger, or the person that acquired such properties and assets, shall expressly agree, among other things, to indemnify each holder of a Bond against any tax, assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such Merger with respect to the payment of principal and premium on the Bonds.

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12 Prescription

Claims in respect of amounts due in respect of the Bonds will become prescribed unless made within 10 years (in the case of principal and premium) and five years (in the case of interest) from the relevant date for payment.

13 Enforcement

At any time after the Bonds have become due and repayable, the Trustee may, at its discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce repayment of the Bonds and to enforce the provisions of the Trust Deed, but it will not be bound to take any such proceedings unless (i) it shall have been so requested in writing by the holders of not less than 25 per cent. in principal amount of the Bonds then outstanding or shall have been so directed by an Extraordinary Resolution of the Bondholders and (ii) it shall have been indemnified and/or secured to its satisfaction. No Bondholder will be entitled to proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such failure shall be continuing.

14 Meetings of Bondholders, Modification, Waiver and Substitution

14.1 Meetings

The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Bonds or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing in the aggregate over 50 per cent. in principal amount of the Bonds for the time being outstanding or, at any adjourned such meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the due date for any payment in respect of the Bonds, (ii) to reduce or cancel the amount of principal or premium or interest (including default interest) payable in respect of the Bonds (iii) to change the currency of payment of the Bonds, (iv) to modify or cancel the Conversion Rights or the put options specified in Condition 8, or (v) changing the governing law of the Bonds, or (vi) increasing the Conversion Price or to shorten the Conversion Period, or (vii) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66.66 per cent., or at any adjourned such meeting not less than 25 per cent., in principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of Bondholders will be binding on all Bondholders, whether or not they are present at the meeting. The Trust Deed provides that a written resolution signed by or on behalf of the holders of not less than 90 per cent. of the aggregate principal amount of Bonds outstanding shall be as valid and effective as a duly passed Extraordinary Resolution.

14.2 Modification and Waiver

The Trustee may agree, without the consent of the Bondholders, to (i) any modification (except as mentioned in Condition 14.1 above) to, or the waiver or authorisation of any breach or proposed breach of, the Bonds, the Agency Agreement or the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders or (ii) any modification to the

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Bonds or the Trust Deed which, in the Trustee’s opinion, is of a formal, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of law or regulation. Any such modification, waiver or authorisation will be binding on the Bondholders and, unless the Trustee agrees otherwise, any such modifications will be notified by the Issuer to the Bondholders as soon as practicable thereafter.

14.3 Substitution

The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Bondholders, to the substitution of any other company in place of the Issuer, or of any previous substituted company, as principal debtor under the Trust Deed and the Bonds. In the case of such a substitution the Trustee may agree, without the consent of the Bondholders, to a change of the law governing the Bonds and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders. In such event, the Issuer shall give notice to Bondholders in accordance with Condition 17.

14.4 Interests of Bondholders

In connection with the exercise of its functions (including but not limited to those in relation to any proposed modification, authorisation, waiver or substitution) the Trustee shall have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or the Trustee, any indemnification or payment in respect of any tax consequences of any such exercise upon individual Bondholders except to the extent provided for in Condition 9 and/or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

14.5 Certificates/Reports

Any certificate or report of any expert or other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these Conditions or the Trust Deed may be relied upon by the Trustee as sufficient evidence of the facts therein (and shall, in absence of manifest error, in the Trustee’s opinion, be conclusive and binding on all parties) notwithstanding that such certificate or report and/or engagement letter or other document entered into by the Trustee and/or the Issuer in connection therewith contains a monetary or other limit on the liability of the relevant expert or person in respect thereof.

15 Replacement of Certificates

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar or any other Agent upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and such Agent may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

16 Further Issues

The Issuer may from time to time without the consent of the Bondholders create and issue further securities either having the same terms and conditions as the Bonds in all respects and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Bonds) or upon such terms as the Issuer may determine at the time of their issue.

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References in these Conditions to the Bonds include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Bonds. Any further securities forming a single series with the outstanding securities of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Bondholders and the holders of securities of other series where the Trustee so decides.

17 Notices

All notices to Bondholders shall be validly given if mailed to them at their respective addresses in the register of Bondholders maintained by the Registrar or published in a leading newspaper having general circulation in Asia (which is expected to be the Asian Wall Street Journal). Any such notice shall be deemed to have been given on the later of the date of such publication and the seventh day after being so mailed, as the case may be.

So long as the Bonds are represented by the Global Certificate and the Global Certificate is held on behalf of Euroclear or Clearstream, Luxembourg or the Alternative Clearing System (as defined in the form of the Global Certificate), notices to Bondholders shall be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg or the Alternative Clearing System, for communication by it to entitled accountholders in substitution for notification as required by the Conditions.

18 Agents

The names of the initial Agents and the Registrar and their specified offices are set out below. The Issuer reserves the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Agent and to appoint additional or other Agents including a replacement Registrar. The Issuer will at all times maintain (i) a Principal Agent, (ii) a Registrar outside the United Kingdom, (iii) an Agent having a specified office in Singapore where the Bonds may be presented or surrendered for payment or redemption, so long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require (and such agent in Singapore shall be a Paying, Transfer and Conversion Agent and shall be referred to in these terms and conditions as the “Singapore Agent”) and (iv) as necessary or as requested by the Trustee, a Paying Agent and Conversion Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing the Savings Directive (2003/48/EC) or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000. Notice of any such termination or appointment, of any changes in the specified offices of any Agent or the Registrar and of any change in the identity of the Registrar or the Principal Agent will be given promptly by the Issuer to the Bondholders in accordance with Condition 17 and in any event not less than 30 days’ notice will be given.

So long as the Bonds are listed on the Singapore Stock Exchange and the rules of that exchange so require, in the event that the Global Certificate is exchanged for definitive Certificates, the Issuer shall appoint and maintain a paying agent in Singapore, where the Bonds may be presented or surrendered for payment or redemption. In addition, in the event that the Global Certificate is exchanged for definitive Certificates, announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement will include all material information with respect to the delivery of the definitive Certificates, including details of the Singapore agent.

19 Indemnification

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless

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indemnified and/or secured to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer without accounting for any profit.

20 Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of this Bond under the Contracts (Rights of Third Parties) Act 1999.

21 Governing Law

The Bonds, the Trust Deed and the Agency Agreement and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, the laws of England. In relation to any legal action or proceedings arising out of or in connection with the Trust Deed or the Bonds the Issuer has in the Trust Deed irrevocably submitted to the courts of England and in relation thereto has appointed Law Debenture Corporate Services Limited, now at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom, as its agent for service of process in England.

Under current regulations of the RBI applicable to convertible bonds, the Issuer would require the prior approval of the RBI before repaying the Bonds prior to 31 October 2014, including redemption pursuant to Condition 8.2, 8.3, 8.4 or 8.5 or following acceleration on an Event of Default prior to 31 October 2014, and such approval may or may not be forthcoming.

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Schedule 2

Form of Global Certificate

SESA GOA LIMITED

(incorporated with limited liability under the laws of India)

U.S.$500,000,000

5.0 per cent. Convertible Bonds due 2014 convertible into Shares

GLOBAL CERTIFICATE

ISIN: XS0454988592

Common Code: 045498859

The Bonds in respect of which this Global Certificate is issued are in registered form and form the series designated as specified in the title (the “Bonds”) of Sesa Goa Limited (the “Company”).

The Company hereby certifies that Citivic Nominees Limited is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of U.S.$500,000,000 (Five Hundred Million Dollars) or such lesser amount as is shown on the register of Bondholders as being represented by this Global Certificate and is duly endorsed (for information purposes only) in the third column of Schedule 1 to this Global Certificate. For value received, the Company promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Global Certificate is issued such amount or amounts as shall become due in respect of such Bonds and otherwise to comply with the Trust Deed and the Conditions, each as referred to below.

The Bonds are constituted by a Trust Deed (the “Trust Deed”) dated 30 October 2009 made between the Company and Citicorp International Limited as trustee (the “Trustee”) and are subject to, and have the benefit of, the Trust Deed and the terms and conditions (the “Conditions”) set out in Schedule 1 to the Trust Deed and herein, as modified by the provisions of this Global Certificate. Terms defined in the Trust Deed have the same meanings when used herein.

The Bonds in respect of which this Global Certificate is issued are convertible into equity shares with full voting rights and with a par value of Rs.1.00 each of the Company subject to and in accordance with the Conditions and the Trust Deed.

Owners of interests in the Bonds in respect of which this Global Certificate is issued will be entitled to have title to the Bonds registered in their names and to receive individual definitive Certificates if either (i) the common depositary or any successor to the common depositary notifies the Company in writing that it is at any time unwilling or unable to continue to act as a depositary and a successor depositary is not appointed by the Company within 90 days or (ii) Euroclear or Clearstream, Luxembourg (or any other clearing system (an “Alternative Clearing System”) as shall have been designated by the Company and approved by the Trustee on behalf of which the Bonds evidenced by this Global Certificate may be held) is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. The issue of definitive certificates will be announced to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (as long as the Bonds are listed on the SGX-ST and the rule of that exchange so require),

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and such announcement will include all material information with respect to the issue and delivery of the definitive certificates, including details of the paying agent in Singapore.

In such circumstances, the Company will at its own expense cause sufficient individual definitive Certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Bondholders. A person with an interest in the Bonds in respect of which this Global Certificate is issued must provide the Registrar with a written order containing instructions and such other information as the Company and the Registrar may require to complete, execute and deliver such individual definitive Certificates.

This Global Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration in the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Global Certificate is issued.

The Conditions are modified as follows in so far as they apply to the Bonds in respect of which this Global Certificate is issued.

The Registrar will not register the exchange of interests in this Global Certificate for individual definitive Certificates for a period of 15 calendar days preceding the due date for any payment of principal and premium (if any) in respect of the Bonds.

Meetings

The registered holder of this Global Certificate shall be treated as being two persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each U.S.$100,000 in principal amount of Bonds for which this Global Certificate is issued. The Trustee may allow a person with an interest in the Bonds in respect of which this Global Certificate has been issued to attend and speak (but not to vote) at a meeting of Bondholders on appropriate proof of his identity.

Conversion

Subject to the requirements of Euroclear and Clearstream, Luxembourg or any Alterative Clearing System, the Conversion Right attaching to Bonds in respect of which this Global Certificate is issued may be exercised by the presentation to, or to the order of, the Principal Agent of one or more Conversion Notices duly completed by, or on behalf of, a holder of a book-entry interest in such Bonds. Deposit of this Global Certificate with the Conversion Agent together with the relevant Conversion Notice(s) shall not be required. The exercise of the Conversion Right shall be notified by the Conversion Agent to the Registrar and the holder of this Global Certificate.

Trustee’s Powers

In considering the interests of Bondholders while this Global Certificate is registered in the name of a nominee for a clearing system, the Trustee may, to the extent it considers is appropriate to do so in the circumstances but without being obliged to do so, (a) have regard to any information provided to it by such clearing system as to the identity (either individually or by way of category) of its accountholders with entitlements to the Bonds and (b) may consider such interests as if such accountholders were the holders of the Bonds in respect of which this Global Certificate is issued.

Enforcement

For the purposes of enforcement of the provisions of the Trust Deed against the Trustee, the persons named in a certificate of the holder of the Bonds in respect of which this Global Certificate is issued shall be recognised as the beneficiaries of the trust set out in the Trust Deed, to the extent of the principal amount of their interest in the Bonds set out in the certificate of the holder, as if they were themselves the holders of Bonds in such principal amounts.

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Cancellation

Cancellation of any Bond by the Company following its redemption, conversion or purchase by the Company will be effected by a reduction in the principal amount of the Bonds in the register of Bondholders.

Bondholder’s Redemption

The Bondholders’ put options in Conditions 8.4, 8.5 and 8.7 may be exercised by the holder of this Global Certificate (acting upon instructions from the Bondholders) giving notice to the Principal Agent of the principal amount of Bonds in respect of which the option is exercised and presenting this Global Certificate for endorsement or exercise within the time limits specified in the Conditions.

Conversion at the Option of the Company

The option of the Company provided for in Conditions 8.2 and 8.3 shall be exercised by the Company giving notice to the Bondholders within the time limits set out in and containing the information required by those Conditions and Condition 8.10.

Bondholder’s Tax Option

The option of Bondholders not to have the Bonds redeemed as provided in Condition 8.3.3 shall be exercised by the presentation to the Principal Agent, or to the order of the Principal Agent, of a duly completed notice of redemption within the time limits set out in and containing the information required by Condition 8.3.3.

Registration of Title

Certificates in definitive form for individual holdings of Bonds will not be issued in exchange for interests in Bonds in respect of which the Global Certificate is issued, except if either Euroclear or Clearstream, Luxembourg (or any Alternative Clearing System on behalf of which the Bonds evidenced by the Global Certificate may be held) is closed for business for a continuous period of 14 days (other than by reason, of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.

Payments

Payments of principal, interest and premium (if any) in respect of Bonds represented by this Global Certificate will be made against presentation or, if no further payment is to be made in respect of the Bonds, against presentation and surrender of this Global Certificate to or to the order of the Principal Agent or such other Paying Agent as shall have been notified to the Bondholders for such purpose.

Transfers

Transfers of interests in the Bonds with respect to which this Global Certificate is issued shall be effected through the records of Euroclear and Clearstream, Luxembourg and their respective participants in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and their respective direct and indirect participants.

Notices

So long as the Bonds are represented by this Global Certificate and this Global Certificate is held on behalf of Euroclear and Clearstream, Luxembourg or the Alternative Clearing System, notices to Bondholders may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg or the Alternative Clearing System, for communication by it to entitled accountholders in substitution for notification as required by the Conditions.

This Global Certificate shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

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This Global Certificate is governed by, and shall be construed in accordance with, English law.

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IN WITNESS whereof the Company has caused this Global Certificate to be signed on its behalf.

Dated 30 October 2009

SESA GOA LIMITED

By:

Name:

Title:

Certificate of Authentication

Certified that the above-named holder is at the date hereof entered in the register of Bondholders as holder of the above-mentioned principal amount of Bonds.

Citigroup Global Markets Deutschland AG & Co. KGaA

as Registrar (without recourse, warranty or liability)

By:

Authorised Signatory

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Schedule A

SCHEDULE OF REDUCTIONS IN PRINCIPAL AMOUNT OF THE BONDS IN RESPECT OF WHICH

THIS GLOBAL CERTIFICATE IS ISSUED

The following reductions in the principal amount of the Bonds in respect of which this Global Certificate is issued have been made as a result of (i) exercise of the Conversion Rights attaching to the Bonds or (ii) redemption of the Bonds or (iii) issue of definitive Certificates in respect of the Bonds or (iv) purchase and cancellation of the Bonds:

Date of Conversion/Redemption/Purchase and cancellation of the Bonds/issue of definitive Certificates (stating which)	Amount of decrease in principal amount of Bonds	Principal amount of Bonds following such decrease		Notation made by or on behalf of the Registrar
30 October 2009		U.S.$	500,000,000

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Schedule B

Interest Payments in respect of this Global Certificate

The following payments of interest in respect of this Global Certificate and the Bonds represented by this Global Certificate have been made:

Date made Amount of Interest due and
payable Amount of interest
paid Notation made by or
on behalf of the
Principal Agent

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FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers the following principal amounts of Bonds in respect of which the Global Certificate is issued, and all rights in respect thereof, to the transferee(s) listed below:

Principal Amount transferred Name, address and account for payments of transferee

Dated:	Certifying Signature:
Name:

Notes:

(a) A representative of the Bondholder should state the capacity in which he signs e.g. executor.

(b) The signature of the transferee shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Principal Agent or the Registrar may require.

(c) This form and certificate of transfer should be dated as of the date it is deposited with the relevant Transfer Agent.

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PRINCIPAL PAYING AGENT

CONVERSION, TRANSFER AND PAYING AGENT

Citibank, N.A.

21^st Floor, Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

REGISTRAR

Citigroup Global Markets Deutschland AG & Co. KGaA

Reuterweg 16

60323 Frankfurt

Germany

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Schedule 3

Provisions for Meetings of Bondholders

1 (a)

(i) A holder of a Bond may by an instrument in writing (a “form of proxy”) in the form available from the specified office of any Agent in English signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Agent not later than 24 hours before the time fixed for any meeting, appoint any person (a “proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Bondholders.

(ii) A holder of a Bond which is a corporation may by delivering to any Agent not later than 24 hours before the time fixed for any meeting a resolution of its Directors or other governing body in English authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of Bondholders.

(iii) Any proxy appointed pursuant to sub-paragraph 1(a)(i) above or representative appointed pursuant to sub-paragraph (a)(ii) above shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bond shall be deemed for such purposes not to be the holder.

(b) “block voting instruction” shall mean a document in the English language issued by the Principal Agent and dated, in which:

(i) it is certified that Bonds are registered in the books and records maintained by the Registrar in the names of specified registered holders;

(ii) it is certified that each holder of such Bonds or a duly authorised agent on his or its behalf has instructed the Principal Agent that the vote(s) attributable to his or its Bonds so deposited or registered should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment but without prejudice to the provisions of paragraph (b) above;

(iii) the total number and the identifying numbers of the Bonds so registered are listed, distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and

(iv) any person named in such document (hereinafter called a “proxy”) is authorised and instructed by the Principal Agent to cast the votes attributable to the Bonds so listed in accordance with the instructions referred to in (ii) and (iii) above as set out in such document.

(c) Block voting instructions and forms of proxy shall be valid for so long as the relevant Bonds shall be duly registered in the name(s) of the registered holder(s) certified in the block voting instruction or, in the case of a form of proxy, in the name of the appointor but not otherwise and notwithstanding any other provision of this Schedule and during the validity thereof the proxy shall,

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for all purposes in connection with any meeting of holders of Bonds, be deemed to be the holder of the Bonds of the relevant Series to which such block voting instructions or form of proxy relates.

2 The Company or the Trustee may at any time convene a meeting of Bondholders. If the Trustee receives a written request by Bondholders holding at least 10 per cent. in principal amount of the Bonds for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Trustee shall convene a meeting of Bondholders. Every meeting shall be held at a time and place approved by the Trustee.

3 At least 21 days’ notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Bondholders to convene a meeting of Bondholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting, be given in the manner provided in the Conditions and shall specify, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall include a statement to the effect that the holders of Bonds may appoint proxies by executing and delivering a form of proxy in English to the specified office of an Agent not later than 24 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution in English of their Directors or other governing body and by delivering an executed copy of such resolution to the Agent not later than 24 hours before the time fixed for the meeting.

4 A person (who may, but need not, be a Bondholder) nominated in writing by the Trustee may act as chairman of a meeting but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Company may appoint a chairman, failing which the Bondholders present shall choose one of their number to be chairman. The chairman of an adjourned meeting need not be the same person as was chairman of the original meeting.

5 At a meeting two or more persons present in person holding Bonds or being proxies or representatives and holding or representing in the aggregate not less than 10 per cent. in principal amount of the Bonds for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted unless the requisite quorum be present at the commencement of business. The quorum at a meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Bonds or being proxies or representatives and holding or representing in the aggregate over 50 per cent. in principal amount of the Bonds for the time being outstanding provided that the quorum at any meeting the business of which includes any of the matters specified in the proviso to paragraph 16 shall be two or more persons so present holding Bonds or being proxies or representatives and holding or representing in the aggregate over 66.66 per cent. in principal amount of the Bonds for the time being outstanding.

6 If within 15 minutes from the time fixed for a meeting a quorum is not present the meeting shall, if convened upon the requisition of Bondholders or if the Company and the Trustee agree, be dissolved. In any other case it shall stand adjourned to such date, not less than 14 nor more than 42 days later, and to such place as the chairman may decide. At such adjourned meeting two or more persons present in person holding Bonds or being proxies or representatives (whatever the principal amount of the Bonds so held or represented) shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose

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of effecting any of the modifications specified in the proviso to paragraph 16 the quorum shall be two or more persons so present holding Bonds or being proxies or representatives and holding or representing in the aggregate over 25 per cent. in principal amount of the Bonds for the time being outstanding.

7 The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting which might not lawfully have been transacted at the meeting from which the adjournment took place.

8 At least 10 days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting.

9 Each question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Bondholder or as a holder of a voting certificate or as a proxy or representative.

10 Unless a poll is (before or on the declaration of the result of the show of hands) demanded at a meeting by the chairman, the Company, the Trustee or by one or more persons holding one or more Bonds or being proxies or representatives and holding or representing in the aggregate not less than two per cent. in principal amount of the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

11 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded.

12 A poll demanded on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13 The Company and the Trustee (through their respective representatives) and their respective financial and legal advisers may attend and speak at any meeting of Bondholders. No one else may attend or speak at a meeting of Bondholders unless he is the holder of a Bond or is a proxy or a representative.

14 On a show of hands every holder who is present in person or any person who is present and is a proxy or a representative shall have one vote and on a poll every person who is so present shall have one vote in respect of each U.S.$100,000 principal amount of Bonds held or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way.

15 A proxy need not be a Bondholder.

16 A meeting of Bondholders shall, subject to the Conditions, in addition to the powers given above, but without prejudice to any powers conferred on other persons by this Trust Deed, have power exercisable by Extraordinary Resolution:

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(i) to sanction any proposal by the Company for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders against the Company whether or not such rights arise under this Trust Deed;

(ii) to sanction any proposal by the Company for the exchange or substitution for the Bonds of, or the conversion of the Bonds into, shares, bonds, or other obligations or securities of the Company or any other entity;

(iii) to assent to any modification of this Trust Deed or the Bonds which shall be proposed by the Company or the Trustee;

(iv) to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;

(v) to give any authority, direction or sanction required to be given by Extraordinary Resolution;

(vi) to appoint any persons (whether Bondholders or not) as a committee or committees to represent the interests of the Bondholders and to confer on them any powers or discretions which the Bondholders could themselves exercise by Extraordinary Resolution;

(vii) to approve any proposal by the Company for the substitution of any entity for the Company (or any previous substitute) as principal debtor under this Trust Deed;

(viii) to approve a proposed new Trustee and to remove a Trustee; and

(ix) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Bonds,

provided that the special quorum provisions contained in the proviso to paragraph 5 and, in the case of an adjourned meeting, in the proviso to paragraph 6 shall apply in relation to any Extraordinary Resolution for the purpose of paragraph 16(ii) or (vii) or the purpose of making any modification to the provisions contained in this Trust Deed or the Bonds which would have the effect of:

(a) modifying the due date for any payment in respect of the Bonds; or

(b) reducing or cancelling the principal amount, premium or interest (including default interest) payable in respect of the Bonds; or

(c) changing the currency of any payment in respect of the Bonds; or

(d) modifying or cancelling the Conversion Right or the put options specified in Condition 8; or

(e) changing the governing law of the Bonds; or

(f) increasing the Conversion Price or shortening the Conversion Period; or

(g) modifying the provisions contained in this Schedule concerning the quorum required at a meeting of Bondholders or the majority required to pass an Extraordinary Resolution; or

(h) amending this proviso.

17 An Extraordinary Resolution passed at a meeting of Bondholders duly convened and held in accordance with this Trust Deed shall be binding on all the Bondholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a

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resolution shall be conclusive evidence that the circumstances of such resolution justify the passing of it.

18 The expression “Extraordinary Resolution” means a resolution passed at a meeting of Bondholders duly convened and held in accordance with these provisions by a majority consisting of not less than three-quarters of the votes cast at such meeting.

19 A resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in principal amount of the Bonds who for the time being are entitled to receive notice of a meeting in accordance with these provisions shall for all purposes be as valid as an Extraordinary Resolution passed at a meeting of Bondholders convened and held in accordance with these provisions. Such resolution in writing may be in one document or several documents in like form each signed by or on behalf of one or more of the Bondholders.

20 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting of Bondholders, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

21 Subject to all other provisions contained in this Trust Deed the Trustee may without the consent of the Bondholders prescribe such further regulations regarding the procedures for the holding of meetings and attendance and voting at them or regarding the making of resolutions in writing as the Trustee may in its sole discretion determine including (without limitation) such regulations and requirements as the Trustee thinks reasonable to satisfy itself that persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and that those who purport to attend or vote at a meeting or to sign a written resolution are entitled to do so.

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Schedule 4

Form of Directors’ Certificate

[On the letterhead of the Company]

To:	Citicorp International Limited
	39th Floor, ICBC Tower Citibank Plaza
	3 Garden Road, Central
	Hong Kong
Attention:	Agency and Trust

[Date]

Dear Sirs

US$500,000,000 5.0 per cent. Convertible Bonds due 2014 convertible into Shares of Sesa Goa Limited

This certificate is delivered to you in accordance with Clause 9.7 of the Trust Deed dated 30 October 2009 (the “Trust Deed”) and made between Sesa Goa Limited (the “Company”) and Citicorp International Limited (the “Trustee”). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.

We hereby certify that, to the best of our knowledge, information and belief (having made all reasonable enquiries):

(a) as at [—]¹, no Event of Default or Potential Event of Default existed [other than [—]]² and no Event of Default or Potential Event of Default had occurred since [the date of the Trust Deed] [or the Certification Date of the last certificate delivered under Clause 9.7]³ (other than [—]]⁴;

(b) from and including [the date of the Trust Deed] [or the Certification Date of the last certificate delivered under Clause 9.7]³ to and including [—]¹, the Company has complied in all respects with its obligations under the Trust Deed and the Bonds [other than [    ]]⁵; and

(c) from and including [the date of the Trust Deed] [or the Certification Date of the last certificate delivered under Clause 9.7]³ to and including [—]¹, there has been no change in the laws or regulations of India affecting the conversion of the Bonds (or the Conversion Right being exercisable) [other than [    ]]⁶.

This certificate is given without personal responsibility.

¹  Specify a date not more than 5 days before the date of delivery of the certificate.

²  If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.

³  Include unless the certificate is the first certificate delivered under Clause 9.7, in which case delete.

⁴  If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.

⁵  If the Company has failed to comply with any obligation(s), give details; otherwise delete.

⁶  If there has been a change in the laws or regulations of India affecting the conversion of the Bonds (or the Conversion Right being exercisable), give details; otherwise delete.

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For and on behalf of

Sesa Goa Limited

Director Director

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This deed is delivered the day and year first before written.

SESA GOA LIMITED
By:		By:	/s/ C.D. CHITNIS
			SECRETARY & GM-LEGAL
CITICORP INTERNATIONAL LIMITED
By:		By:

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This deed is delivered the day and year first before written.

SESA GOA LIMITED
By:
CITICORP INTERNATIONAL LIMITED
By:		By:	/s/ SIGIT PRIWIBOWO
			Vice President

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EX-4.76

Exhibit 4.76

Dated May 20, 2014

(1) Vedanta Resources Plc

(2) Sesa Sterlite Limited

OUTSOURCING SERVICES AGREEMENT

AGREEMENT dated May 20, 2014

BY AND BETWEEN

Vedanta Resources Plc (Reg No. 04740415), a company registered under the laws of England & Wales and whose registered office is at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ (hereinafter referred to as VR Plc or the Customer which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors);

AND

Sesa Sterlite Limited, a company registered under the laws of India and whose registered office is at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa -403001 (hereinafter referred to as SSL or the Service Provider which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors).

VR Plc and SSL shall individually be referred to as Party and collectively as Parties.

WITNESSETH:

WHEREAS VR Plc is the ultimate parent company of SSL and various other group companies in India and across the world and SSL with its assets across metals and minerals and operations across India has a pool of resources in the accounting function.

WHEREAS VR Plc, the Customer wishes to receive complete accounting function services from SSL, the Service Provider and the Service Provider hereby agrees to provide such services on the terms of this Agreement.

NOW THEREFORE, IN CONSIDERATION OF MUTUAL PROMISES AND COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Interpretation

In this Agreement (which expression includes the recitals, the schedules and any attachments hereto) the following words and phrases shall, unless the context otherwise requires, have the following meanings:

1.1 Commencement Date: 1^st April 2013;

1.2 Equipment shall mean equipment provided by the Customer for the provision of the Services by the Service Provider from time to time;

1.3 Intellectual Property shall mean property in which intellectual property rights of whatever nature (including but not limited to patents, trade marks, database rights and present and future copyright) subsist and, where the context so admits, includes such intellectual property rights;

1.4 Services shall mean such accounting, treasury and related services as the Customer may request the Service Provider to provide from time to time to the Customer and to its subsidiary companies as the customer may direct.

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1.5 Service Charges shall have the meaning set forth in clause 5.1;

2. Services

2.1 The Service Provider shall provide the Services at the Customer’s request:

(i) with reasonable skill and care using personnel who possess a degree of skill and experience which is appropriate to the tasks to which they are allotted;

(ii) in compliance with such standards, law and regulations as may apply to the Customer or be notified to the Service Provider from time to time; and

(iii) in accordance with such service levels as the Parties may agree from time to time.

2.2 The Service Provider shall comply and will procure that its employees, agents and subcontractors comply with all of the Customer’s policies that apply to the Services, including any security and health and safety policies, in each case as the same are in force from time to time and are notified to the Service Provider.

3. Use of Premises, Equipment and Third Party Products

3.1 Premises - Service Provider shall use its on premises or any of premises of its subsidiary to provide the Services to the Customer.

3.2 Equipment – The Customer shall allow the Service Provider to use the Equipment as is reasonably required for the purpose of rendering the Services. The Parties shall agree on authorisation procedures for such use from time to time. The Service Provider shall use the Equipment for the purpose of providing the Services only. The Service Provider shall use the Equipment with all reasonable skill and care and hereby indemnifies the Customer against all and any damage to the Equipment caused by persons using the same with the Service Provider’s authorisation.

3.3 Licences - The Customer hereby grants to the Service Provider, during the Term, a nonexclusive royalty-free licence to use, operate, copy and modify the Customer’s Intellectual Property for the purpose only of rendering the Services. The Parties shall co-operate to obtain the consents of third parties for the use by the Service Provider of any third party software, documentation and other materials (Third Party Products) (including, without limitation, software and know-how) which (i) the Customer is permitted to use; and (ii) is required by the Service Provider for the provision of the Services. The Service Provider shall assume all liability to third parties in respect of its use of any Third Party Products and shall indemnify the Customer against all costs, claims, damages or expenses arising from the Service Provider’s failure to adhere to the terms and conditions of agreements between the Customer and such third parties in respect of such Third Party Products. Additionally, the Service Provider shall seek necessary consents from Customer to secure necessary software in connection with rendering the Services.

4. Service Charges and Payments

4.1 In consideration of the provision of the Services, the Customer shall pay to the Service Provider, a lump-sum fee, at cost plus a margin, of US$ 350,000 per annum subject to a 10% revision per annum (the “Service Charged”).

4.2 Unless agreed by the Parties to the contrary, the Customer shall issue the invoices to SSL in September and March in each year during the Term (hereinafter defined) for the fee in arrears

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together with any necessary substantiating documentation. The Service Provider shall pay each invoice within 45 days following receipt of the invoice. In case of any dispute on the fee, the Service Provider shall ensure payment of the undisputed portion of the fee and the Parties shall attempt to resolve the disputed items as soon as practicable in good-faith.

4.3 The Customer shall pay the gross fee to the Service Provider and in case of any withholding taxes, the Customer shall increase the fee amount to such extent that net fee after deduction of withholding tax shall equal the gross fee as calculated under this Agreement. In the event of withholding tax, the Customer shall provide the Service Provider with the necessary vouchers certifying the tax withheld.

4.4 All gross fee and all amounts payable under this Agreement are exclusive of service tax, GST (or any similar tax) which the Customer shall forthwith pay at the rate from time to time prescribed by law. The Service Provider shall provide the Customer with a valid invoice. The Service Provider shall provide reasonable assistance to the Customer to enable it to recover any tax so charged.

4.5 If the Customer fails to make any payment due to you under this Agreement, without prejudice to any other right or remedy available to it, the Service Provider may charge interest on the amount outstanding, at the rate of three per cent (3%) per annum. Such interest will be calculated from the date or last date for payment to the actual date of payment, both dates inclusive, and will be compounded quarterly. The Customer shall pay interest upon demand.

5. Intellectual Property Rights

5.1 In the absence of prior written consent to the contrary by the Customer, all Intellectual Property created by the Service Provider or any employee, agent or subcontractor of the Service Provider in the course of performing the Services; or exclusively for the purpose of performing the Services shall vest in the Customer upon creation.

5.2 The Service Provider assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property arising from the performance of the Services and shall obtain waivers of all moral rights in respect of such Intellectual Property to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

5.3 The Service Provider shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property assigned to the Customer in accordance with this clause.

6. Confidentiality

6.1 Except as required by law, the Parties shall keep confidential any information disclosed by one Party to the other in the course of Services being rendered under this Agreement or which may at any time until end of the Term comes into the other Party’s knowledge, possession or control and shall not use for any purpose other than those required or permitted by this Agreement and neither Party shall disclose the same to any third party (other than to its employees and other professional advisors on a need-be basis who agrees to undertake the confidentiality obligations as hereunder) without first obtaining the other Party’s prior written consent. For the purposes of this agreement information relating to the business of the Customer, its business systems, business processes and client and supplier lists are hereby deemed to be confidential information. These obligations of confidentiality shall cease to apply

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to any particular item of confidential information once it becomes public knowledge other than by any act or default of either Party.

6.2 At the end of the Term, both Parties shall immediately deliver to the other Party all materials, records, databases, documents and other papers which are in its possession, custody or control and that are the other Party’s property, or that otherwise relates to the other Party’ business.

7. Term of this Agreement

7.1 This Agreement shall be effective from the Commencement Date and shall be valid until the 5^th anniversary of the Commencement Date i.e. up to 31^st March 2018 (Term) unless terminated in advance by mutual consent or as provided in clause 8.2 below.

7.2 Either Party may terminate this Agreement by giving notice to the other if:

(i) the other is in breach of any provision of this Agreement and (if it is capable of remedy) the breach has not been remedied within 60 days after receipt of written notice specifying the breach and requiring its remedy; or

(ii) the other becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction); or

(iii) a delay in performance due to Force Majeure lasts for more than two (2) months.

7.3 All clauses, which by their very intent require to survive the termination or expiry, shall survive the termination or expiry of this Agreement for any reason and continue indefinitely.

8. Force Majeure

If the performance by either Party of any obligations under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, the affected Party shall not be in breach of this Agreement because of that delay in performance.

9. Independent Contractor Relationship

Nothing in this Agreement shall be construed as constituting the relationship of employer and employee, a joint venture, arrangement for sharing profits or partnership between the Parties.

10. Liability

10.1 The Service Provider makes no representation nor gives any warranty to the Customer that any advice or information given by the Service Provider, or the content or use of any materials, works or information it provides in connection with this Agreement, will not constitute or result in any infringement of third-party rights.

10.2 Notwithstanding anything contained herein, neither Party’s liability for any breach of this Agreement or the termination hereunder shall extend to any compensation, reimbursement or damages or losses, or any loss of prospective profits, loss of revenue, loss of anticipated sales, loss of data, and including but not limited to expenditure, investment, lease, commitment, loss of contracts or opportunity, whether direct or indirect, even if the possibility of those losses were within contemplation.

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11. General

11.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other Party by speed post/registered post/courier or any means of recorded delivery, and will be deemed to be received on the date of receipt or latest within two (2) business days of posting.

11.2 Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.

11.3 Assignment: Except as expressly set out in this agreement, neither Party shall be entitled to give, bargain, sell, assign, let or otherwise dispose of any or all of its rights and obligations under this Agreement without the prior written consent of the other Party, neither may the Service Provider subcontract the whole or any part of its obligations under this Agreement except with the express prior written consent of the Customer, such consent not to be unreasonably withheld.

11.4 Severability: If any part or any provision of this Agreement is considered void or unenforceable in any jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected or impaired.

11.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties superceding all prior agreements relating to its subject matter and each acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

11.6 Formalities: Each Party shall take any action and execute any document reasonably required by the other Party to give effect to any of its rights under this Agreement, or to enable their registration in any relevant territory provided the requesting Party pays the other Party’s reasonable expenses.

11.7 Amendments: No variation or amendment of this Agreement shall be effective unless it is made in writing and signed by both Parties.

11.8 Third parties: No one except the Parties has any right to prevent the amendment of this Agreement or its termination, and no one except you or us may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.

11.9 Governing Law and Dispute Resolution: This Agreement is governed by, and is to be construed in accordance with the laws of India. Any dispute which has arisen or may arise out of, or in connection with, this Agreement shall be referred to a single arbitrator to be finally resolved by arbitration under the auspices of Arbitration and Conciliation Act, 1996. The seat, or legal place, of arbitration shall be New Delhi, India and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding to the fullest extent permitted by law. Subject to the foregoing, either Party may bring proceedings for an injunction before any competent Indian courts.

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EXECUTED under hand in two originals the day and year first before written

SIGNED for and on behalf of	)
SESA STERLITE LIMITED	)
Director	)
Director/Company Secretary	) /s/ D. D. Jalan
SIGNED for and on behalf of	)
VEDANTA RESOURCES PLC	)
Director	)
Director/Company Secretary	) /s/ Tom Albanese

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EX-4.86

Exhibit 4.86

INTER OFFICE MEMO

To	:	Mr. DD Jalan / Mr. Navin Agarwal
Thru	:	Mr. G.R. Arun Kumar
From	:	Mr. Rajiv Choubey

Sub: Execution of Service Agreement

Pursuant to the resolution passed at the meeting of the Board of Directors held on March 29, 2014, please find enclosed the Service Agreement to be executed between Sesa Sterlite Limited and Mr. DD Jalan setting out the terms and conditions for his appointment and remuneration.

You are requested to kindly sign the same.

Kind Regards,

/s/ Rajiv Choubey

Rajiv Choubey

Dated: July 3, 2014

Sesa Sterlite Limited (Formerly known as Sesa Goa Limited)

Delhi Corporate Office: Scope Office Complex, 7 Lodhi Road, New Delhi – 110 003

T +91-11 4916 6100 F +91-11 4916 6108 www.sesasterlite.com

Registered Office: Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - 403 001

CIN: L13209GA1965PLC000044

SERVICE AGREEMENT

SESA STERLITE LIMITED

AND

DIN DAYAL JALAN

Sesa Sterlite Limited (Formerly known as Sesa Goa Limited)

Core 6, 3rd Floor, Scope Complex, 7 Lodhi Road, New Delhi -110 003

T +91-11 4916 6100 F +91-11 4916 6108 www.sesasterlite.com

Registered Office : Sesa Ghor, 20 EDC Complex, Patto, Panaji (Goa) - 403 001

CIN: L13209GA1965PLC000044

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This Agreement made the 01^st day of April, 2014 between SESA STERLITE LIMITED, a Company incorporated and registered under the Companies Act, 1956/2013 and having its Registered Office at Sesa Ghor, 20 EDC Complex, Patto, Panaji, Goa and Corporate Office at ‘Vedanta’, 75 Nehru Road, Vile Parle (East), Mumbai – 400 099 (hereinafter referred to as “the Company”) of the One Part and MR. DIN DAYAL JALAN Indian inhabitant residing at Ashoka Towers, Apartment no. 807, Tower D, 63/74, Dr. S.S. Rao Marg, Parel, Mumbai – 400 012 (hereinafter referred to as “Whole Time Director”) of the Other Part.

WHEREAS:

The Board of Directors at their meeting held on 29^th March, 2014 have appointed Mr. D.D. Jalan as a “Whole Time Director and Chief Financial Officer” of the Company for the period April 01, 2014 to September 30, 2014 and his remuneration is recommended by the Managerial Remuneration Committee by its Meeting dated 29^th March, 2014. Mr. D. D. Jalan has agreed to the said appointment upon the terms and conditions hereinafter contained.

The appointment and remuneration of Mr. D. D. Jalan, as Whole Time Director is subject to the approval of the Members at the General Meeting of the Company

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. The Company hereby approves the appointment of Mr. D. D. Jalan as a ‘Whole-time Director and Chief Financial Officer’ from 1^st April, 2014 to September 30, 2014, subject to such appointment being determined earlier in accordance with the provisions of this Agreement.

2. Subject to the superintendence, direction and control of the Board of Directors, Mr. D.D. Jalan will exercise such powers and duties as may be entrusted to him from time to time. Mr. DD Jalan will be designated as Chief Financial Officer and will be responsible for all Accounting, Financial, Treasury, Audit, ensuring effective Internal Control, Risk Management, SOX Compliance, Secretarial, Legal and Corporate Governance issues, and such other functions as may be assigned by the Audit Committee and the Board.

3. The Whole-time Director shall in consideration of his services to the Company be entitled to receive remuneration by way of salary, allowances, commission and perquisites as set out below:-

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Remuneration effective from 1^st April, 2014

Components	Amount
Base salary	Range of Rs. 8.5 lacs – Rs. 13 lacs per month (with such annual/special increments within the aforesaid range, as may be decided by the Board or any Committee thereof in its absolute discretion from time to time)
Personal Allowance	In the range of Rs 7 lacs – Rs 10 lacs per month (as may be determined by the Board or its Committee thereof in each year)
Provident Fund	12% of base salary
House Rent Allowances	40% of Base Salary
Additional HRA	As approved by the Board or Committee from time to time will be paid till he is posted in New Delhi
Car Benefit	As per Company Policy
Leave Travel Allowance	One month base
Gratuity	As per applicable rules
Medical	As per Company Policy
Superannuation	15% of base salary
Club Membership Fees	As per company policy. Rs.3 lakhs to Rs.4 lakhs per annum
Personal Accident/Mediclaim Policy	As per company policy
Performance Bonus	Performance Bonus as may be recommended by the Nomination & Remuneration Committee and approved by the Board

4. Minimum Remuneration

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of Mr. DD Jalan, the Company has no profits or the profits are inadequate, the Company will pay remuneration by way of salary and perquisites as decided by the Board or any Committee within thereof from time to time as minimum remuneration, with the approval of the Central Government, if necessary.

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5. Other Terms and Conditions

1) In accordance with the resolution, within the aforesaid limits, the amount of salary and perquisites payable to Mr. DD Jalan may be decided / varied by the Board of directors or its Committee, from time to time as it may deem fit in its absolute discretion; provided that the total remuneration consisting of Salary, Perquisites and other benefits paid to Mr.DD Jalan as Whole-Time Director shall not exceed the limit stipulated in section 197 of the Companies Act 2013.

2) Apart from the remuneration aforesaid he shall be entitled to reimbursement of expenses incurred in connection with the business of the Company.

3) No sitting fees shall be paid to him for attending the meeting of the Board of Directors or Committee thereof of the Company.

4) The Whole-Time Director shall throughout the term of this Agreement devote his full time and attention to the business of the Company, and shall in all respects conform to and comply with the directions and regulations made by the Board of Directors and rules of the Company and shall well and faithfully serve the Company and use his utmost endeavor to promote the interests thereof. However he will be entitled to hold directorship in any of the Group Companies and Non-Executive directorship outside the Group with the previous approval of the Chairman of the Board.

5) The Whole Time Director shall during the term of this Agreement and at all times thereafter keep strictly confidential and shall not divulge, disclose, make known or communicate to any person or persons, firm, Company or concerns (unless required by the Board or except in the ordinary course of business and/or to those of the officials of the Company whose province it is to know the same) or himself make use of any and all information relating to the Company or any of its holding company, subsidiary or affiliate including its business activities, technologies, designs, processes and related matters which he may acquire, receive or obtain or which may come to his knowledge in the course of or by reason of his appointment hereunder.

6) During the Appointment and for at least six years after its termination the Company shall ensure that you are covered by a policy of directors’ and officers’ liability insurance on terms no less favourable than those in place for other members of the Board in relation to all and any directorships and offices held by the Executive as a result of the Appointment.

7) The Company shall indemnify and keep you indemnified from and against all claims, demands, actions, suits and proceedings, penalties, and punitive damages, Attorney’s fees whatsoever that may be brought or made against the Whole-Time Director for performance of duties assigned or arising out of natural course of business.

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8) Notwithstanding anything contrary herein contained or implied, the Company shall be entitled to terminate the employment of the Whole Time Director under this Agreement forthwith by notice in writing:-

a) If he becomes insolvent or make any composition or arrangement with his creditors;

b) If he commits a material breach of any of the terms, provisions or conditions herein; or

c) If he becomes disqualified to act as a director for any reason, other than an inadvertent breach of Section 167 of the Companies Act, 2013.

9) The Whole Time Director shall not, so long as he functions as such become interested or otherwise concerned directly or through his wife and children in any selling agency of the Company in future without the prior approval of the Central Government.

10) Notwithstanding anything to the contrary contained in this Agreement, either party shall be entitled to determine this Agreement by giving not less than 90 days prior notice in writing in that behalf to the other party, or 90 days salary in lieu thereof and on the expiry of the period of such notice this Agreement shall stand terminated.

IN WITNESS WHEREOF the Company has been executed on the day and year first herein above written.

Signed by the above named Whole Time Director and CFO, MR. DD JALAN

/s/ DD JALAN

Signed by Mr. NAVIN AGARWAL for on behalf of Sesa Sterlite Limited

/s/ NAVIN AGARWAL

IN WITNESSES:

1.	/s/ RAJIV CHOUBEY
	RAJIV CHOUBEY, AVP Legal & Secretarial, SESA STERLITE LTD. Lodhi Road, Scope Complex, Core –6, 3rd floor, New Delhi
2.

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EX-8.1

Exhibit 8.1

Subsidiaries of Sesa Sterlite Limited

S. No	Name of the Company	Country of Incorporation
1	Copper Mines of Tasmania Pty Limited	Australia
2	Thalanga Copper Mines Pty Limited	Australia
3	Monte Cello B.V.	Netherland
4	Bharat Aluminium Company Limited	India
5	Sterlite Infra Limited	India
6	Talwandi Sabo Power Limited	India
7	Sterlite (USA) Inc.	USA
8	Hindustan Zinc Limited	India
9	Fujairah Gold FZC	UAE
10	THL Zinc Ventures Ltd	Mauritius
11	THL Zinc Ltd	Mauritius
12	THL Zinc Holding B.V.	Netherland
13	THL Zinc Namibia Holdings (Proprietary) Limited	Namibia
14	Skorpion Zinc (Proprietary) Limited	Namibia
15	Skorpion Mining Company (Proprietary) Limited	Namibia
16	Namzinc (Proprietary) Limited	Namibia
17	Amica Guesthouse (Proprietary) Limited	Namibia
18	Rosh Pinah Health Care (Proprietary) Limited	Namibia
19	Black Mountain Mining (Proprietary) Limited	South Africa
20	Vedanta Lisheen Holdings Limited	Ireland
21	Vedanta Lisheen Mining Limited	Ireland
22	Killoran Lisheen Mining Limited	Ireland
23	Lisheen Milling Limited	Ireland
24	Killoran Lisheen Finance Limited	Ireland
25	Lisheen Mine Partnership*	Ireland
26	Sterlite Ports Limited	India
27	Sterlite Infraventures Limited	India
28	Vizag General Cargo Berth Private Limited	India
29	Paradip Multi Cargo Berth Private Limited	India
30	Maritime Ventures Private Limited	India
31	Pecvest 17 Proprietary Limited	South Africa
32	Lakomasko B.V.	Netherland
33	Vedanta Exploration Ireland Limited	Ireland
34	Malco Energy Limited (formerly Vedanta Aluminium Limited)	India
35	Sesa Resources Limited (‘SRL’)	India
36	Sesa Mining Corporation Limited (‘SMCL’)	India
37	Goa Energy Limited	India
38	Western Cluster Limited	Liberia
39	Twin Star Mauritius Holdings Limited (‘TMHL’)	Mauritius
40	Twin Energy Holdings Limited (‘TEHL’)	Mauritius
41	Bloom Fountain Limited (‘BFL’)	Mauritius
42	Cairn India Limited	India
43	Cairn India Holdings Limited	Jersey
44	Cairn Energy Holdings Limited	United Kingdom
45	Cairn Energy Hydrocarbons Ltd	United Kingdom
46	Cairn Exploration (No. 7) Limited	United Kingdom
47	Cairn Exploration (No.6) Limited	United Kingdom
48	Cairn Exploration (No. 2) Limited	United Kingdom
49	Cairn Energy Gujarat Block 1 Limited	United Kingdom
50	Cairn Energy Discovery Limited	United Kingdom
51	Cairn Energy Cambay B.V.	Netherlands

52	Cairn Energy India West B.V.	Netherlands
53	Cairn Energy Gujarat B.V.	Netherlands
54	Cairn Energy Netherlands Holdings B.V.	Netherlands
55	Cairn Energy Australia Pty Limited	Australia
56	Cairn Energy India Pty Limited	Australia
57	CEH Australia Pty Limited	British Virgin Islands
58	CIG Mauritius Holdings Private Limited	Mauritius
59	CIG Mauritius Private Limited	Mauritius
60	Cairn Lanka (Pvt) Ltd	Sri Lanka
61	Cairn South Africa (Proprietary) Limited	South Africa

* Entities registered as other than a corporate entity

EX-11.2

Exhibit 11.2

SESA STERLITE LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

As revised and approved by the Board on January 28, 2014

Sesa Sterlite Code of Conduct Page 1 of 21

TABLE OF CONTENTS

1.	HOW WE DO BUSINESS
2.	INTRODUCTION
3.	COMPLIANCE WITH LAWS AND REGULATIONS
	•	Bribery & Corruption
	•	Fraud and Money Laundering
	•	Political Donations
	•	Fraud
	•	U.S. Foreign Corrupt Practices Act
4.	HEALTH, SAFETY AND ENVIRONMENT
5.	COMPLIANCE WITH INSIDER TRADING LAWS
6.	WHISTLE BLOWING POLICY
7.	CORPORATE OPPORTUNITIES
8.	COMPETITION AND FAIR DEALING
	•	Relationships with Customers
	•	Relationships with Suppliers
	•	Relationships with Competitors
	•	Relationships with stakeholders
9.	CONFLICTS OF INTEREST
	•	Identifying Potential Conflicts of Interest
	•	Disclosure of Conflicts of Interest
10.	GIFTS AND ENTERTAINMENT
11.	PROTECTION AND USE OF COMPANY ASSETS
12.	CONFIDENTIAL INFORMATION
13.	DISCLOSURE AND COMPANY RECORDS
	•	Accuracy of Financial Reports and Other Public Communications
	•	Public Communication and Selective Disclosure
	•	Corporate Communications and Disclosure Policy
	•	Prevention of Selective Disclosure
14.	WAIVERS OF THE CODE

Sesa Sterlite Code of Conduct Page 2 of 21

1. HOW WE DO BUSINESS

The Company’s reputation is its most valuable asset. How we conduct ourselves day to day with each other, our customers, our shareholders, our competitors, our neighbouring communities and our suppliers forms the basis of our reputation as an ethical group. Our customers and other stakeholders expect us to maintain the highest ethical standards, to fulfill our commitments and to act with complete integrity. Our reputation is important and we must do everything to protect it by making sure that our actions and policies are not only legal, but also in line with the highest level of business ethics and personal integrity.

Uncompromising business ethics are an integral part of the Company’s values and of our way of doing business. We should be honest in every situation and ethical in all our business practices. Our reputation is determined by our smallest actions.

Anil Agarwal

Chairman

January 28, 2014

Sesa Sterlite Code of Conduct Page 3 of 21

2. INTRODUCTION

Purpose

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code applies to all directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code, including directors, officers and employees, as “Company employees” or simply “employees.” We also refer to our Chief Executive Officer, our Chief Financial Officer and our principal accounting officers and controllers as our “principal financial officers.”

The Code expresses the principles of our business ethics and is intended to assist all employees in meeting the high standards of personal and professional integrity required of them. Strict adherence to the provisions of this Code is a condition of employment.

The Code is an important part of the Company’s Mission & Values, where we highlight principles and standards for our global business conduct. The Company expects all its employees to uphold the highest standards of ethical behavior and integrity. We believe that ethical and economic values are interdependent and that the business community must always strive to operate within the accepted norms established by national and international authorities. The Code guides our behavior and helps us to promote:

• Honest and ethical conduct, the ethical handling of conflicts of interest between personal and professional relationships;

• Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to relevant authorities and in other public communications;

• Compliance with applicable governmental laws, rules and regulations;

• The prompt internal reporting to an appropriate person or persons identified in this Code; and

• Accountability for adherence to this Code.

High business ethics and integrity by letter and spirit ensures our credibility. The Company demands the highest standards in carrying out its business activities.

The Company and its employees must conform to the Code. All Company managers should take an active role in implementation and ensuring that the Code is communicated and kept alive under all circumstances.

The Company and its employees shall conform to the relevant laws and regulations of the countries in which they operate and fulfill their obligations in a reliable manner. They must insist on honesty and fairness in all aspects of their business and expect the same from their partners. In any situation not governed by statute or explicit regulations, or where the law is ambiguous or conflicting, the Company’s affairs will be conducted in accordance with its high standard of business practice.

Breaches of the law, regulations or the Company’s standards are not justified by the pursuit of profit and activities are not made acceptable merely by the practice of competitors or others in the market. The Company shall also responsibly comply with the business principles guiding its activities and relationships worldwide.

Sesa Sterlite Code of Conduct Page 4 of 21

Guidelines

• Apply “zero tolerance” in assuring strict adherence to local and international laws and regulations as well as to the Company’s ethical standards.

• Ensure all Company business transactions are fully and fairly recorded according to the Company’s accounting principles.

• Ensure continuous training and awareness for employees on how to handle ethical issues, as well as timely advice and guidance.

• Regularly monitor ethical conduct and ensure that accessible systems are in place for employees or others to report potential violations.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Secretarial / Legal Department. You may also seek help from or submit information to the Company by writing to the Company at the email address “whistleblower@vedanta.co.in.” You may remain anonymous and will not be required to reveal your identity in your communication to the Company.

Reporting Violations of the Code

Each employee is responsible for ensuring that his or her conduct and the conduct of anyone reporting to the employee fully comply with the policies governing the Company’s business dealings. Compliances, both personal and by subordinates, will be a factor in periodic performance appraisals.

All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Secretarial / Legal Department, which will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Secretarial / Legal Department directly. You may also report known or suspected violations of the Code to the Company at the email address “whistleblower@vedanta.co.in.” Employees submitting this information need not leave their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from the report from an employee in a manner that protects the confidentiality and anonymity of the employee submitting the report.

All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Your supervisor, the Secretarial / Legal Department and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern.

It is Company policy that any employee who violates this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Employees who violate the law or this

Sesa Sterlite Code of Conduct Page 5 of 21

Code may expose themselves to substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

In addition, the Company’s Audit Committee has adopted specific “whistleblowing” policies and procedures relating to the complaint and investigation procedures for accounting, internal accounting controls, fraud or accounting matters. You may contact the Secretarial / Legal Department for a copy of these policies and procedures.

Policy against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

HUMAN RIGHTS

At Sterlite, upholding people’s fundamental rights is central in our everyday business operations. At a minimum Sterlite will comply with all applicable local, state and national laws regarding human rights and workers’ rights where the company does business.

All our businesses are compliant with applicable regulations, strive to uphold all labour rights and are aligned with national and international regulations. All employees are required to comply with our Human Rights Policy.

3. COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices (including the Foreign Corrupt Practices Act, see below), offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Legal Department.

Bribery and Corruption

The Company and its employees shall not offer or provide an undue monetary or other advantage to any person or persons, including public officials, customers or employees, in violation of laws and the officials’ legal duties in order to obtain or retain business.

Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.

The UK Bribery Act (“UKBA”) prohibits company and its associated persons from offering, promising or giving any financial or other advantage to bring about the improper performance by another person of a relevant function or activity, to influence a foreign public official in performance of his or her official functions with an intention to obtain or retain business or an

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advantage in the conduct of business. Further, receipt of bribe is also covered by the act and is an offence under it. Stated more concisely the UKBA prohibits payment and receipt of bribes directly or indirectly through associated person.

A “public official’ includes anyone, whether elected or appointed, who performs public functions in any branch of national, local or municipal government anywhere in the world. It includes officials holding a legislative, administrative or judicial position of any kind. It also covers a person who exercises a public function, such as professionals working for public health agencies and officers in state owned enterprises”

“Facilitation payments are small or minor payments made to secure or speed up routine legal government actions”. Facilitation payments are bribes and prohibited under the UK Bribery Act

“Associated Persons means anyone who is engaged or paid to represent any entity in the Group and includes agents, representatives, intermediaries, introducers, sponsors, consultants, contractors and advisers or anyone else who acts on behalf of the organisation whose ability to represent such entity is established or implied by the terms of their arrangement”.

Employees shall not offer or provide an undue monetary or Facilitation payments, other advantage to any person or persons, including public officials, customers or employees, any Associated Persons, in violation of laws and the officials’ legal duties in order to obtain or retain business.

Agreements with consultants, brokers, sponsors, agents or other intermediaries shall not be used to channel payments to any person or persons, including public officials, customers or employees, and thereby circumvent the Group’s policies regarding bribery and corruption.

Fraud and Money Laundering

Sterlite is committed to the elimination of fraud, to the rigorous investigation of any suspected cases of fraud and, where fraud or another criminal act is proven, to ensure that wrongdoers are appropriately dealt with.

Sterlite also complies with the applicable money laundering regulations in each jurisdiction in which it operates and will co-operate fully with any investigation conducted by regulatory authorities involving potential money laundering by en employee, officer or director of the Group.

Political Contributions

No funds or assets of the Group may be contributed to any political party or organisation or to any individual who either holds public office or is a candidate for public office except where such a contribution is permitted by applicable law and has been authorised by the Chairman or the Board of Directors.

In addition, neither the Company nor any of its subsidiaries may under any circumstances make donations or contributions to political organisations in the United Kingdom, United States or European Union. Should any such donations be contemplated by the Board of Directors, shareholder approval would be sought in advance.

Fraud

The Company is committed to the elimination of fraud, to the rigorous investigation of any suspected cases of fraud and, where fraud or another criminal act is proven, to ensure that wrongdoers are appropriately dealt with.

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Intermediaries

Agreements with consultants, brokers, sponsors, agents or other intermediaries shall not be used to channel payments to any person or persons, including public officials or customer employees, and thereby circumvent the Company’s policies regarding bribery and corruption.

U.S. Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (the “FCPA”) prohibits the Company and its employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization. Stated more concisely, the FCPA prohibits the payment of bribes, kickback or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

4. HEALTH, SAFETY AND ENVIRONMENT

The health and safety of our employees and any other person who may be affected by the Company’s operations is of paramount importance. The Company and its employees shall act positively to prevent injury, ill health, damage and loss arising from its operations as well as to comply with all regulatory or other legal requirements pertaining to safety, health and the environment. All employees are required to be aware of health, safety and environmental issues and to be familiar with applicable laws and the Company’s policies applicable to their areas of business/work.

5. COMPLIANCE WITH INSIDER TRADING LAWS

The Company has an insider trading policy, which may be obtained from the Secretarial / Legal Department. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Company employees are prohibited from trading in the shares or other securities of the Company while in possession of material, nonpublic information about Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell shares or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the shares or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell shares or other securities. As a rule of thumb, any information that would affect the value of shares or other securities should be considered material. Examples of information that is generally considered “material” include:

a) Financial results or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations;

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b) Important new products or services;

c) Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

d) Possible management changes or changes of control;

e) Pending or contemplated public or private sales of debt or equity securities;

f) Acquisition or loss of a significant customer or contract;

g) Significant write-offs;

h) Initiation or settlement of significant litigation; and

i) Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

j) Information should be considered non-public if it has not been made generally available to the public for a reasonable period of time. Whenever there is any doubt whether information concerning a company is material or non-public, do not trade in the securities of such company.

k) Questionable trading by members of your immediate family or by members of your personal household can, additionally, be your responsibility and give rise to legal and Company-imposed sanctions.

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s shares or other securities should be promptly brought to the attention of the Secretarial / Legal Department.

6. WHISTLE BLOWING POLICY

Complaint and Investigation Procedures for Accounting, Internal Accounting Controls, Fraud or Auditing Matters

The following procedures have been adopted by the Audit Committee of Sesa Sterlite Limited (the “Company”) to govern the receipt, retention, and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters, and to protect the confidential, anonymous reporting of employee concerns regarding questionable accounting or auditing matters. These policies and procedures apply to and are available to all employees of the Company and its subsidiaries and all external stakeholders.

A) POLICY

It is the policy of the Company to treat complaints about accounting, internal accounting controls, auditing matters, or questionable financial practices (“Accounting Complaints”) seriously and expeditiously.

Employees will be given the opportunity to submit for review by the Company confidential and anonymous Accounting Complaints, including without limitation, the following:

• fraud against investors, securities fraud, mail or wire fraud, bank fraud, or fraudulent statements to the Securities and Exchange Board of India (the “SEBI”), the U.S. Securities and Exchange Commission (the “SEC”), the relevant stock exchanges, any other relevant authority or members of the investing public;

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• violations of any rules and regulations applicable to the Company and related to accounting, internal accounting controls and auditing matters;

• intentional error or fraud in the preparation, review or audit of any financial statement of the Company; and

• significant deficiencies in or intentional noncompliance with the Company’s internal accounting controls.

If requested by the employee, the Company will protect the confidentiality and anonymity of the employee to the fullest extent possible, consistent with the need to conduct an adequate review. Vendors, customers, business partners and other parties external to the Company will also be given the opportunity to submit Accounting Complaints; however, the Company is not obligated to keep Accounting Complaints from non-employees confidential or to maintain the anonymity of non-employees.

Accounting Complaints will be reviewed under Audit Committee direction and oversight by the Company’s in-house general counsel (“General Counsel”), Internal Audit Manager or such other persons as the Audit Committee or General Counsel determines to be appropriate.

The company will abide by all laws that prohibit retaliation against employees who lawfully submit complaints under these procedures.

In the event that the Company contracts with a third party to handle complaints or any part of the complaint process, the third party will comply with these policies and procedures.

B) PROCEDURES

Complaints and the Investigation Procedures

The following procedures have been adopted by the Audit Committee of Sesa Sterlite Limited (the “Company”) to govern the receipt, retention, and treatment of Complaints and to protect the confidential, anonymous reporting of the same. These policies and procedures apply to and are available to all employees of the Company, its subsidiaries and all external stakeholders.

C) POLICY

Employees have the opportunity to submit / report ‘Complaints’ pertaining to the following areas such as:

i. fraud (an act of willful misrepresentation which would affect the interests of the concerned) against investors, securities fraud, mail or wire fraud, bank fraud, or fraudulent statements to the Securities and Exchange Board of India (the “SEBI”), the U.S. Securities and Exchange Commission (the “SEC”), the relevant stock exchanges, any other relevant authority or members of the investing public.

ii. violations of any rules and regulations applicable to the Company and related to accounting, internal accounting controls and auditing matters

iii. intentional error or fraud in the preparation, review or audit of any financial statement of the Company

iv. any violations to the Company’s ethical business practices as specified in the Company’s Code of Conduct policy

v. any other event which would affect the interests of the business

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The company will protect the confidentiality and anonymity of the complainant to the fullest extent possible with an objective to conduct an adequate review. External stakeholders such as vendors, customers, business partners etc. have the opportunity to submit ‘Complaints’; however, the Company is not obligated to keep ‘Complaints’ from non employees confidential or to maintain the anonymity of non-employees. We encourage individuals sending ‘Complaints’ / raising any matter to identify themselves instead of sending anonymous ‘Complaints’ as it will assist in an effective complaint review process.

Post review, if the ‘Complaint’ is found to be have been made with mala fide intention, stringent action will be taken against the complainant. We encourage employees to report genuine ‘Complaints’ and those submitted in good faith.

D) PROCEDURES

Receipts of Complaints

All the ‘Complaints’ under this policy should be reported to the Group Head - Management Assurance, who is independent of operating management and businesses. The contact details are as follows:

Group Head – Management Assurance,

Vedanta, 75 Nehru Road

Vile Parle (E), Mumbai 400 099

Tel No. +91- 22 - 66461000

Fax No. +91- 22 - 66461450

‘Complaints’ can also be sent to the designated E-Mail ID: siil.whistleblower@vedanta.co.in; the custodian of E-Mail ID will be Group Head – Management Assurance. If a ‘Complaint’ is received by any other executive of the company, the same should be forwarded to the Group Head – Management Assurance at the above address.

Treatment of Complaints

1. Head - Management Assurance shall review the ‘Complaint’, and may investigate it himself or may assign another employee, any committee, outside counsel, advisor, expert or third party service provider to investigate, or assist in investigating the ‘Complaint’. Head - Management Assurance may direct that any individual assigned to investigate a ‘Complaint’ work at the direction of or in conjunction with Head - Management Assurance or any other attorney in the course of the investigation.

2. The person/persons against or in relation to whom the ‘Complaint’ is made shall co-operate with the investigator and have the right to provide their inputs during the investigation

3. At least once in every six months and whenever else as deemed necessary, Head - Management Assurance shall submit a report to the Audit Committee and any other member of Company management that the Audit Committee directs to receive such report, that summarizes each ‘Complaint’ made within the last 12 months and shows specifically: (a) the complainant (unless anonymous, in which case the report will so indicate), (b) a description of the substance of the ‘Complaint’, (c) the status of the investigation, (d) any conclusions reached by the investigator, and (e) findings and recommendations.

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Access to Reports and Records and Disclosure of Investigation Results

All reports and records associated with ‘Complaints’ are considered confidential information and access will be restricted to members of the Audit Committee, Group Head – Management Assurance and any other person as permitted by the Group Head – Management Assurance. ‘Complaints’ and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

Retention of Records

All documents relating to such ‘Complaint’s made through the procedures outlined above shall be retained for at least five years from the date of the ‘Complaint’, after which the information may be destroyed unless the information may be relevant to any pending or potential litigation, inquiry, or investigation, in which case the information will be retained for the duration of that litigation, inquiry, or investigation and therefore as necessary.

Amendment to the policy

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever and the same will be posted on the company website.

7. CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information or because of your position with the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information or his or her position with the Company for personal gain or for any other person or entity’s gain, and no employee should compete with the Company or deprive the Company of any business opportunity or benefit which could be construed as related to any existing or reasonably anticipated future activity of the Company.

Employees who learn of such opportunity through their association with the Company may not disclose it to a third party or invest in the opportunity without first offering it to the Company.

Employees are prohibited from :

(1) Taking for themselves personally opportunities that are discovered through the use of the Company’s property, information or position;

(2) Using Company’s property, information or position for personal gain; or

(3) Competing with the Company.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Secretarial / Legal Department and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

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8. COMPETITION AND FAIR DEALING

All employees are obligated to deal fairly with fellow employees and with the Company’s customers, suppliers, competitors and other third parties. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair-dealing practice.

Relationships with Customers

Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity.

The Company believes in exercising due care and diligence in establishing business relations with its customers and counter parties. All employees must adhere to the key principle of customer identification. The identity of every customer must be established from a reliable identifying source or materials or documents.

Specifically, you should keep the following guidelines in mind when dealing with customers:

• Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

• Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products from another supplier.

• Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for, customer purchase decisions. Please see “Gifts and Entertainment” below for additional guidelines in this area.

Relationships with Suppliers

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors.

The Company has high stakes in the procurement of goods and services. We recognize that we need to manage this expenditure from social, ethical and environmental perspective by ensuring that our suppliers meet our high standards for responsible behavior. To achieve this aim, social, ethical and environmental considerations will become an integral part of how we evaluate and select our suppliers.

There are two areas of focus for procurement activity:

Ethics: Our procurement processes aims to surface ethical issues. Where serious ethical issues are identified, supplier will be excluded from doing business with us.

Environment: Our procurement process will ensure that we take all possible steps to make sure our suppliers do not unnecessarily impact the environment in the way they produce, consume and dispose of materials.

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We aim actively to ensure that due regard is given to each of these issues in every managed procurement by Sterlite.

Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices. The Company and its employees shall under no circumstances engage in any anti-competitive practices such as illegal fixing of prices, sharing of markets or other actions which prevent, restrict or distort competition in violation of applicable anti-trust laws.

Relationships with stakeholders

Entity’s ability to conduct business is directly affected by government decision making, and it seeks to have open and constructive relationships with governments.

If you have contact with government officials during your work, or are asked to provide information in connection with a government or regulatory agency enquiry or investigation, you must make sure that any information you provide is truthful and accurate, and that company’s legitimate interests are protected

Always be truthful, accurate, cooperative and courteous when dealing with government or regulatory agency officials. Notify and seek advice from your Legal representative if you receive a non-routine request from a government or regulatory agency official

Stand firm against possible corruption. Never offer anything of value to obtain an actual or perceived improper advantage.

9. CONFLICTS OF INTEREST

An employee’s primary employment obligation is to the Company. The Company’s employees shall avoid entering into any situation in which their personal or financial interests may conflict with those of the Company.

General Principles: Business decisions and actions must be based on the best interests of the Company, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment on behalf of the Company. General guidelines to help employees better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, employees are required to disclose to the respective principal financial officers any situation that may be, or appears to be, a conflict of interest. When in doubt, it is best to disclose.

The Company expects from its employees a sound level of allegiance to the Company. This includes adherence to the noncompeting ethics by persons possessing significant confidential information.

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Identifying Potential Conflicts of Interest

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.

Identifying potential conflicts of interest may not always be clear-cut. The following situations are examples of conflicts of interest:

• Outside Employment. No employee should be employed by, serve as a director of, or receive payments for services to a company that is a material customer, supplier, distributor or competitor of the Company without the advance approval of the chairman of the board (the “Chairman”) or the board of directors (the “Board”). Any outside activity must be strictly separated from employment by the Company and should not harm the Company’s interests, the business of the Company or job performance at the Company.

• Improper Personal Benefits. No employee should seek or accept any material (as to him or her) payment, personal benefits or favors because of his or her position with the Company which might reasonably be believed to influence business transactions or which are not within the bounds of customary business hospitality. Please see “Gifts and Entertainment” below for additional guidelines in this area.

• Financial Interests. Employees may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company. The appearance of a conflict of interest is most likely to arise if an employee has an investment in a competitor, supplier, customer or distributor and his decision may have a business impact on this outside party. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, supplier or competitor of the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or competitor that represents more than 5% of the total assets of the employee.

• Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.

• Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.

• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters and parents, in-laws and children whether such relationships are by blood or adoption. Employees may not seek to obtain special treatment from the Company for family members or friends or for businesses in which family members or friends have an interest.

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For purposes of this Code, a company is a “material” customer if the company has made payments to the Company in the past year in excess of US$1,000,000 or 2% of the customer’s gross revenues, whichever is greater. A company is a “material” supplier if the company has received payments from the Company in the past year in excess of US$1,000,000 or 2% of the supplier’s gross revenues, whichever is greater. A company is a “material” competitor if the company competes in the Company’s line of business and has annual gross revenues from such line of business in excess of US$1,000,000. If you are uncertain whether a particular company is a material customer, supplier or competitor, please contact the Secretarial / Legal Department for assistance.

Disclosure of Conflicts of Interest

The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Secretarial / Legal Department. Your supervisor and the Secretarial / Legal Department will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in “Waivers of the Code” above.

Senior officers must disclose to the board of directors any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest.

10. GIFTS AND ENTERTAINMENT

Gifts

As part of our overriding philosophy and good governance, Vedanta Resources Plc (the Company) discourages all its team members from receiving gifts except those of insignificant commercial value. Team members include all employees/retainers/advisors etc. of the company and all its subsidiaries.

Individuals should make every effort to refuse or return gifts having commercial value. Under exceptional circumstances if gifts are to be accepted then the same should be reported to the immediate superior and deposited with the Company Secretary. Perishable gifts items may be distributed in office. Company Secretary should circulate details of such gifts to the Company CEO/ Unit Head on a bi-monthly basis.

a) Offering gifts is a legitimate contribution to building good business relationships. It is important, however, that gifts never unduly influence business decision making or cause others to perceive an undue influence.

b) It is prohibited to offer loans, cash or personal cheques, gifts that may be illegal (anything offered to a government official in breach of local or international bribery laws) and gifts of an inappropriate nature. The test to be applied while giving gifts is whether they could be intended, or even be reasonably interpreted, as a reward or encouragement or inducement for a favor or for preferential treatment. If the answer is yes, the gifts are prohibited.

c) Never personally pay for a gift in order to avoid complying with entity’s code of conduct

d) Never offer gifts from any entity involved in a bid or tender with entity.

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Entertainment

Bona fide hospitality and promotional, or other business expenditure which seeks to improve the image of a commercial organisation, better to present products and services, or establish cordial relations, is recognised as an established and important part of doing business.

It is your responsibility to use good judgement in this area. As a general rule, you may give or receive entertainment to or from customers or suppliers only if the entertainment would not be viewed as an inducement to or reward for any particular business decision. Entertainment expenses should be properly accounted for on expense reports.

This policy should be following in letter and spirit.

For further guidance you should contact the Company Secretary / HR Head.

11. PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

• Exercise reasonable care to prevent theft, damage or misuse of Company property.

• Report the actual or suspected theft, damage or misuse of Company property to a supervisor.

• Use the Company’s telephone system, other electronic communication services, written materials and other property primarily for business-related purposes.

• Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.

• Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

Employees should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems. Company property also includes all written communications. Employees and other users of this property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.

12. CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential information while employed at the Company. An employee is required to keep confidential or not to disclose or use the confidential information belonging to the Company or belonging to a third party which has been received by the Company pursuant to a confidentiality agreement or received by the Company in

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circumstances where it is clear or evident that the information is proprietary and confidential. Furthermore, employees shall comply with the terms of all confidentiality or other agreements relating to information received from third parties. The foregoing shall not apply where the disclosure is made with the written consent of the Company or where law requires the disclosure. Such confidential information must be given up to the Company when the employee leaves the Company’s employment.

Confidential information includes all information that is internally generated by the Company concerning the business of the Company. It may also include information obtained from sources outside the Company, including information about other companies or their securities. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers.

The following is a non-exclusive list of confidential information:

(a) The financial and sales results of the Company, before they are in the public domain.

(b) Trade secrets, including any business or technical information, such as formulae, recipes, process, research programs or information that is valuable because it is not generally known.

(c) Any invention or process developed by an employee using the Company’s facilities or trade secret information resulting from any work for the Company, or relating to the Company’s business.

(d) Proprietary information such as customer sales lists and customers’ confidential information.

(e) Any transaction that the Company is or may be considered which had not been publicly disclosed.

Employees have a duty to safeguard all confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated. You should consider all information, from whatever source, to be confidential until it has been made available to the general public for a reasonable period of time.

Employees should not discuss confidential information with anyone outside the Company. Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Legal Department.

An employee’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its customers and could result in legal liability to you and the Company.

Safeguarding Confidential Information

Care must be taken to safeguard confidential information. Accordingly, the following measures should be adhered to:

• The Company’s employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential information. For example, when not in use, confidential information should be secretly stored. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, etc.) should be conducted so as to prevent overhearing or other access by unauthorized persons.

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• Within the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

• Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as a Company employee.

13. DISCLOSURE AND COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Please ask your supervisor if you have any questions.

Accuracy of Financial Reports and Other Public Communications

As a public company we are subject to various securities laws, regulations and reporting obligations. All Company business transactions must be fully and fairly recorded in accordance with the Company’s accounting principles and other appropriate requirements. Improper or fraudulent documentation or reporting is contrary to the requirements and the Company’s philosophy and Code. Both applicable law and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of its operations. All public communications, including reports and documents filed or submitted to relevant statutory authorities shall include full, fair, accurate and understandable disclosure and shall be made in a timely manner.

The Company’s principal financial officers and other employees working in the finance and accounting departments have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These employees must understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

In addition, applicable law requires the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. Employees are prohibited from (1) falsifying records or accounts subject to the above requirements and (2) making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any public filing with the relevant stock exchanges. These provisions are intended to discourage officers, directors, and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

Sesa Sterlite Code of Conduct Page 19 of 21

Public Communication and Selective Disclosure

Public Communications Generally

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Head –Investor Relations. The Investor Relations and the Secretarial & Legal Department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of its operations. All public communications, including reports and documents filed or submitted to relevant statutory authorities shall include full, fair, accurate and understandable disclosure and shall be made in a timely manner.

All Company business transactions must be fully and fairly recorded in accordance with the Company’s accounting principles and other appropriate requirements. Improper or fraudulent documentation or reporting is contrary to the requirements and the Company’s philosophy and this Code.

Corporate Communications and Disclosure Policy

To ensure compliance with the above all employees are subject to the Group’s Corporate Communications and Disclosure Policy the principle purposes of which are to ensure that:

• Material information about Vedanta is communicated to the financial and investing community in a timely, factual and accurate manner;

• Material information is disseminated in accordance with all applicable legal and regulatory requirements.

The Corporate Communications and Disclosure Policy stipulates that all matters relating to external communication and media are under the direction of the Group Communications Council and identifies authorised spokespersons who may interact with the media. No employees, other than authorised spokespersons, may respond to the media.

Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with applicable laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under United States law and the penalties for violating the law are severe.

Sesa Sterlite Code of Conduct Page 20 of 21

The following guidelines have been established to avoid improper selective disclosure. Every officer, director and employee is required to follow these procedures:

• All contact by the Company with investment analysts, the press and/or members of the media shall be made through the Managing Director and CEO, Chief Financial Officer or persons designated by them (collectively, the “Media Contacts”).

• Other than the Media Contacts, no officer, director or employee shall provide any information regarding the Company or its business to any investment analyst or member of the press or media.

• All inquiries from third parties, such as industry analysts or members of the media, about the Company or its business should be directed to the Managing Director and CEO, Chief Financial Officer or other appropriate person designated by them. All presentations to the investment community regarding the Company will be made under the direction of a Media Contact.

• Other than the Media Contacts, any officer, director or employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to a Media Contact.

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

Any inquiry by governmental or regulatory authorities, including the relevant stock exchanges, could substantially damage the Company’s reputation.

Please contact the Secretarial / Legal Department if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

14. Waivers of the Code

Waivers of this Code for employees may be made only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board of Directors and will be disclosed to the public as required by applicable law or stock exchange regulation.

Conclusion

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Secretarial / Legal Department or submit your questions to the Company at the email address “whistleblower@vedanta.co.in.” We expect all Company employees, to adhere to these standards.

This Code shall be our “code of ethics” within the meaning of Clause 49 of the listing Agreement of the Indian stock exchanges, as well as Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

********

Sesa Sterlite Code of Conduct Page 21 of 21

EX-12.1

Exhibit 12.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Tom Albanese, certify that:

1. I have reviewed this Annual Report on Form 20-F of Sesa Sterlite Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: August 15, 2014

By:	/s/ Tom Albanese
	Name:	Tom Albanese
	Title:	Chief Executive Officer

EX-12.2

Exhibit 12.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Din Dayal Jalan, certify that:

1. I have reviewed this Annual Report on Form 20-F of Sesa Sterlite Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: August 15, 2014

By:	/s/ Din Dayal Jalan
	Name:	Din Dayal Jalan
	Title:	Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Sesa Sterlite Limited (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying annual report on Form 20-F of the Company for the year ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 15, 2014

/s/ Tom Albanese
Name:	Tom Albanese
Title:	Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being “filed” either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

EX-13.2

Exhibit 13.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Sesa Sterlite Limited (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying annual report on Form 20-F of the Company for the year ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 15, 2014

/s/ Din Dayal Jalan
Name:	Din Dayal Jalan
Title:	Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being “filed” either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to incorporation by reference in registration statement (No. 333-185852) on Form F-6 of our reports dated August 15, 2014, relating to (1) the consolidated financial statements of Sesa Sterlite Limited and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes explanatory paragraphs regarding (i) the convenience translation of the Indian Rupee into United States dollar amounts, and (ii) the consolidated financial statements being retroactively adjusted to reflect the Reorganization Transactions) and (2) to the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of the Company for the year ended March 31, 2014. We also consent to the reference to us in Item 3A. Selected Consolidated Financial Data.

/s/ Deloitte Haskins & Sells LLP

Deloitte Haskins & Sells LLP

Gurgaon, India

August 15, 2014

EX-15.2

Exhibit 15.2

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

June 12, 2014

Sesa Sterlite Ltd.

Core-6, 3^rd Floor

Scope Complex

New Delhi – 110 003

India

Ladies and Gentlemen:

Pursuant to your request, we have conducted a reserves evaluation of the net proved crude oil, condensate, and sales-gas reserves, as of March 31, 2014, of certain selected properties in India in which Cairn India Limited (Cairn) has represented that it owns an interest. This evaluation was completed on June 12, 2014. Cairn has represented that these properties account for 100 percent on a net equivalent barrel basis of Cairn’s net proved reserves as of March 31, 2014. The net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the Securities and Exchange Commission (SEC) of the United States. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain SEC filings by Cairn. This report has been prepared at the request of Sesa Sterlite Ltd. Sesa Sterlite Ltd. has represented that it is the parent company and 58.9-percent owner of Cairn.

Reserves estimates included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after March 31, 2014. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Cairn after deducting all interests owned by others.

Certain properties in which Cairn has represented that it owns an interest are subject to the terms of various production sharing agreements. The terms of these agreements generally allow for working-interest participants to be reimbursed

DEGOLYER AND MACNAUGHTON

for portions of capital costs and operating expenses and to share in the profits. The reimbursements and profit proceeds are converted to a barrel of oil equivalent or standard cubic foot of gas equivalent by dividing by product prices to estimate the “entitlement reserves.”

These entitlement reserves are equivalent in principle to net reserves and are used to calculate an equivalent net share, termed an “entitlement interest.” In this report, Cairn’s net reserves or interest for certain properties subject to these agreements is the entitlement based on Cairn’s working interest.

Estimates of oil, condensate, and natural gas reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this evaluation were obtained from reviews with Cairn personnel, from Cairn files, from records on file with the appropriate regulatory agencies, and from public sources. In the preparation of this report we have relied, without independent verification, upon such information furnished by Cairn with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Methodology and Procedures

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

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DEGOLYER AND MACNAUGHTON

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and the original gas in place (OGIP). Structure and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material balance and other engineering methods were used to estimate OOIP or OGIP.

Estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

Gas quantities estimated herein are expressed as sales gas. Sales gas is defined as that portion of the total gas to be delivered into a gas pipeline for sale after separation, processing, fuel use, and flare. Gas reserves are expressed at a temperature base of 60 degrees Fahrenheit and a pressure base of 14.7 pounds per square inch absolute. Condensate reserves estimated herein are those to be recovered by conventional field separation.

Definition of Reserves

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using

3

DEGOLYER AND MACNAUGHTON

conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

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DEGOLYER AND MACNAUGHTON

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

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DEGOLYER AND MACNAUGHTON

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be recategorized as proved reserves is dependent upon future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

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DEGOLYER AND MACNAUGHTON

Primary Economic Assumptions

The following economic assumptions were used for estimating existing and future prices and costs:

Oil and Condensate Prices

Cairn has represented that the oil and condensate prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. All oil and condensate is sold under contractual arrangements and the prices used herein are based on those agreements. Cairn supplied differentials by contract area to a Brent reference price of U.S.$107.58 per barrel and the prices were held constant thereafter. The volume-weighted average price attributable to estimated proved reserves was U.S.$95.53 per barrel.

Natural Gas Prices

Cairn has represented that the natural gas prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. All gas sales are based on contractual arrangements and prices used herein are based on those agreements. The volume-weighted average price attributable to estimated proved reserves was U.S.$5.58 per Mcf.

Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by Cairn, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the March 31, 2014, estimated proved oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

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DEGOLYER AND MACNAUGHTON

Our estimates of Cairn’s net proved reserves attributable to the reviewed properties are based on the definition of proved reserves of the SEC and are as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

	Estimated by DeGolyer and
	MacNaughton
	Net Proved Reserves
	as of
	March 31, 2014
	Oil and		Sales		Oil
	Condensate		Gas		Equivalent
	(MMbbl)		(Bcf)		(MMboe)
Proved Developed		75.40		6.03		76.41
Proved Undeveloped		36.13		0.92		36.28
Total Proved		111.53		6.95		112.69

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

In our opinion, the information relating to estimated proved reserves of oil, condensate, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 and 932-235-50-6 through 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S–K of the Securities and Exchange Commission; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

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DEGOLYER AND MACNAUGHTON

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Sesa Sterlite Ltd. or Cairn. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Sesa Sterlite Ltd. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.

	Submitted,
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716
	Thomas C. Pence, P.E.
	Senior Vice President
	DeGolyer and MacNaughton

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DEGOLYER AND MACNAUGHTON

CERTIFICATE of QUALIFICATION

I, Thomas C. Pence, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

1. That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to Sesa Sterlite Ltd. dated June 12, 2014, and that I, as Senior Vice President, was responsible for the preparation of this report.

2. That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1982; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers; and that I have in excess of 32 years of experience in oil and gas reservoir studies and reserves evaluations.

	Thomas C. Pence, P.E.
	Senior Vice President
	DeGolyer and MacNaughton

EX-15.3

Exhibit 15.3

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2014

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

DEGOLYER AND MACNAUGHTON

TABLE of CONTENTS

	Page
FOREWORD		1
Scope of Investigation		1
Authority		3
Source of Information		3
DEFINITION of RESERVES		4
ESTIMATION of RESERVES		10
VALUATION of RESERVES		13
Discussion of Fiscal Terms		14
RJ-ON-90/1 PSC (Rajasthan)		14
CB/OS-2 PSC		15
PKGM-1 License Area (Ravva)		15
SUMMARY and CONCLUSIONS		17

TABLES

Table 1	–	Gross Proved Reserves
Table 2	–	Net Proved Reserves
Table 3	–	Reconciliation of Net Proved Reserves
Table 4	–	Standardized Measure of Discounted Future Net Cash Flows and Changes Therein relating to Proved Reserves

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2014

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

FOREWORD

Scope of Investigation

This report presents an appraisal, as of March 31, 2014, of the estimates of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain fields in India in which Cairn India Limited (Cairn) has represented that it owns an interest under the terms of various production sharing contracts (PSC) with the Government of India (GOI). This report has been prepared at the request of Sesa Sterlite Ltd. Sesa Sterlite Ltd. has represented that it is the parent company and 58.9-percent owner of Cairn.

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after March 31, 2014. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Cairn after deducting all interests owned by others.

DEGOLYER AND MACNAUGHTON

Certain properties in which Cairn has represented that it owns an interest are subject to the terms of various production sharing agreements. The terms of these agreements generally allow for working-interest participants to be reimbursed for portions of capital costs and operating expenses and to share in the profits. The reimbursements and profit proceeds are converted to a barrel of oil equivalent or standard cubic foot of gas equivalent by dividing by product prices to estimate the “entitlement reserves.”

These entitlement reserves are equivalent in principle to net reserves and are used to calculate an equivalent net share, termed an “entitlement interest.” In this report, Cairn’s net reserves or interest for certain properties subject to these agreements is the entitlement based on Cairn’s working interest.

The fields evaluated herein are located in the CB/OS-2 PSC (three fields), the RJ-ON-90/1 PSC (six fields), and the PKGM-1 License Area (one field).

The CB-X, Gauri, and Lakshmi fields are located in the CB/OS-2 PSC, the Aishwariya, Bhagyam, Mangala, Raagashwari (Shallow), Raagashwari Deep, and Saraswati fields are located in the RJ-ON-90/1 PSC, and the Ravva field is located in the PKGM-1 License Area.

The net entitlement interests for the properties evaluated in this report are calculated for each PSC and may change from year-to-year depending on changes to the estimated costs projected for each field, the timing of production as well as price assumptions. Estimates of the entitlement interest for each PSC are as follows:

	Net Entitlement Interest
Area	Oil (Percent)		Gas (Percent)
CB/OS-2 PSC		28.04		30.40
RJ-ON-90/1 PSC		41.30		43.90
PKGM-1 License Area		10.95		10.95

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DEGOLYER AND MACNAUGHTON

This report also presents values that were estimated for proved reserves using prices and costs as of the date the estimate was made. In this report, the prices and costs are held constant for the lives of the properties. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values of the proved reserves in this report are expressed in terms of estimated future net revenue and present worth. Future net revenue is calculated by deducting cash royalties, operating expenses, capital costs, production taxes, and host country income tax from the future gross revenue. Future gross revenue is that revenue which will accrue to the appraised interests from the production and sale of the estimated net reserves attributable to Cairn. Operating expenses include field operating expenses, workover costs, compression costs, and all other direct costs specified by Cairn. Present worth is defined as the future net revenue discounted at a specified arbitrary discount rate compounded monthly over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Authority

This report was authorized by Mr. Arun G. Kumar, Executive Vice President – Finance, Sesa Sterlite Ltd.

Source of Information

Information used in the preparation of this report was obtained from Cairn. In the preparation of this report we have relied, without independent verification, upon information furnished by Cairn with respect to the properties to be evaluated, the production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented.

3

DEGOLYER AND MACNAUGHTON

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

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DEGOLYER AND MACNAUGHTON

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

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DEGOLYER AND MACNAUGHTON

Probable reserves – Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves – Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and

6

DEGOLYER AND MACNAUGHTON

engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

7

DEGOLYER AND MACNAUGHTON

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be recategorized as proved reserves is dependent upon

8

DEGOLYER AND MACNAUGHTON

future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

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DEGOLYER AND MACNAUGHTON

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those reservoirs where the volumetric method was applied, estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production based on current economic conditions.

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DEGOLYER AND MACNAUGHTON

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells or reservoirs for which more complete data were available.

Estimates of proved reserves contained herein are based on forecasts that terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Gas reserves estimated herein are expressed as sales gas at a temperature base of 60 degrees Fahrenheit and a pressure base of 14.7 pounds per square inch absolute. Separator gas is defined as the total gas produced from the reservoir after deductions for normal field separation, but before fuel usage and flare losses. Sales gas is defined as the separator gas to be delivered to a pipeline inlet after deductions for fuel usage and flare and the removal of nonhydrocarbon components to meet gas sales specifications. Estimates of fuel usage have been provided by Cairn.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations. Condensate reserves are to be recovered by normal field separation.

Data available through March 2014, were used to prepare the estimates shown herein. Estimated gross oil, gas, and condensate production was deducted from gross ultimate recovery to arrive at estimates of gross reserves shown herein.

The gross and net proved reserves evaluated herein are presented in Tables 1 and 2, respectively. A reconciliation of the net proved oil and condensate and sales-gas reserves, as of March 31, 2014, is shown in Table 3.

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DEGOLYER AND MACNAUGHTON

The estimated gross and net proved developed, proved undeveloped, and total proved oil and condensate and sales-gas reserves, as of March 31, 2014, of the properties evaluated herein are summarized as follows, expressed in millions of barrels (MMbbl) and billions of cubic feet (Bcf):

Proved Developed

Proved Undeveloped

Total Proved

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

205.02

75.40

37.53

6.03

78.13

36.13

2.74

0.92

283.15

111.53

40.27

6.95

Note: Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

12

DEGOLYER AND MACNAUGHTON

VALUATION of RESERVES

This report has been prepared using prices and costs and future price and cost assumptions specified by Cairn. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

All economic information provided by Cairn has been expressed in United States dollars (U.S.$) or Indian rupees (Rs.), and all revenue estimates included herein are expressed in Rs. using an exchange rate of Rs. 60.38 per U.S.$1.00.

Revenue values in this report have been estimated for the properties using fiscal terms and economic parameters provided by Cairn. A discussion of the fiscal terms and other economic parameters follows.

Oil and Condensate Prices

Cairn has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. All oil and condensate estimated herein is sold under contractual agreements. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$95.53 per barrel for crude oil and condensate, based on a 12-month average Brent reference price of U.S.$107.58 per barrel. Cairn supplied differentials by field to the Brent reference price, and these prices were held constant for the lives of the properties.

Natural Gas Prices

Cairn has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$5.58 per thousand cubic feet. The average contract prices for each contract area were held constant for the lives of the properties.

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DEGOLYER AND MACNAUGHTON

Operating Expenses and Capital Costs

Estimates of future operating expenses and capital costs were based on information provided by Cairn. This information included historical costs as well as operating expense and capital cost estimates for future development. Estimates of future operating expenses and capital costs, either higher or lower than the Cairn development plan estimates, may have been made in order to conform to the respective reserves cases.

Abandonment Costs

Abandonment cost estimates were provided by Cairn for each field or contract area and were included as capital costs through escrow payments over the life of the remaining reserves.

All cost estimates were held constant for the life of the evaluation (March 2014 terms).

Discussion of Fiscal Terms

RJ-ON-90/1 PSC (Rajasthan)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor (Cairn and its partners) has the right to recover costs and share in the profit proceeds with the GOI. The Licensee (ONGC) pays royalties of 20 percent on the wellhead value of oil and condensate sales and 10 percent on the wellhead value of gas sales. The Contractor is liable for a production tax (termed “cess”) of Rs. 4,551 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the ratio of cumulative revenues divided by cumulative investments (exploration and development). Income taxes are assessable at statutory rates for domestic and foreign companies (Cairn’s interests are held by two entities: one domestic entity and one foreign entity).

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DEGOLYER AND MACNAUGHTON

CB/OS-2 PSC

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor is not responsible for royalties or cess under the terms of this contract. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

PKGM-1 License Area (Ravva)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor pays royalties of Rs. 900 per tonne on oil sales and 10 percent on the wellhead value of gas sales. The Contractor is also liable for a cess of Rs. 481 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent to be derived from the proved developed and total proved net reserves evaluated herein, as of March 31, 2014, are presented below in millions of Indian rupees (MM Rs.):

Proved Developed				Total Proved
Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)		Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)
	234,115		189,735		308,688		235,486

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Standardized measure of discounted future net cash flows (SMV) and changes therein relating to proved reserves, as of March 31, 2014, are shown in Table 4. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil,

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DEGOLYER AND MACNAUGHTON

condensate, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)–(x) and 1203(a) of Regulation S–K of the Securities and Exchange Commission.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

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DEGOLYER AND MACNAUGHTON

SUMMARY and CONCLUSIONS

The estimated net proved developed, proved undeveloped, and total proved oil and condensate, sales-gas, and oil equivalent reserves, as of March 31, 2014, of certain fields attributable to the interests of Cairn and located in India are summarized as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

	Net Reserves
	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
Proved Developed		75.40		6.03		76.41
Proved Undeveloped		36.13		0.92		36.28
Total Proved		111.53		6.95		112.69

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Estimates of the present worth derived from the proved developed and total proved reserves of Cairn’s net petroleum interests, as of March 31, 2014, discounted at a rate of 10 percent and expressed in millions of Indian rupees (MM Rs.), are presented in the following table:

	Present Worth at 10 Percent (MM Rs.)
Proved Developed		189,735
Total Proved		235,486

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the March 31, 2014, estimated oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

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DEGOLYER AND MACNAUGHTON

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Sesa Sterlite Ltd. or Cairn. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Sesa Sterlite Ltd. DeGolyer and MacNaughton has used all assumptions, procedures, data, and methods that it considers necessary to prepare this report.

	Submitted,
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716
SIGNED: June 12, 2014
	Thomas C. Pence, P.E.
	Senior Vice President
	DeGolyer and MacNaughton

18

TABLE 1
GROSS PROVED RESERVES
as of
MARCH 31, 2014
for
CERTAIN FIELDS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Gross Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area Field	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC
CB-X		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Guari		0.12		0.67		0.23		0.00		0.00		0.00		0.12		0.67		0.23
Lakshmi		4.48		4.29		5.20		0.00		1.85		0.30		4.48		6.14		5.50
Total CB/OS-2 PSC		4.60		4.96		5.43		0.00		1.85		0.30		4.60		6.81		5.73
RJ-ON-90/1PSC
Aishwariya		27.05		0.00		27.05		2.25		0.00		2.25		29.30		0.00		29.30
Bhagyam		26.57		0.00		26.57		11.78		0.00		11.78		38.35		0.00		38.35
Mangala		132.12		0.00		132.12		59.59		0.00		59.59		191.71		0.00		191.71
Raagashwari (Shallow)		0.88		0.00		0.88		0.52		0.00		0.52		1.40		0.00		1.40
Raagashwari Deep		1.43		3.69		2.05		0.00		0.00		0.00		1.43		3.69		2.05
Saraswati		0.35		0.00		0.35		0.21		0.00		0.21		0.56		0.00		0.56
Total RJ-ON-90/1 PSC		188.40		3.69		189.02		74.35		0.00		74.35		262.75		3.69		263.37
PKGM-1 License Area
Ravva		12.02		28.88		16.83		3.78		0.89		3.93		15.80		29.77		20.76
Grand Total		205.02		37.53		211.28		78.13		2.74		78.58		283.15		40.27		289.86

Note: Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 2
NET PROVED RESERVES
as of
MARCH 31, 2014
for
CERTAIN AREAS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Net Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC		1.29		1.44		1.53		0.00		0.63		0.11		1.29		2.07		1.64
RJ-ON-90/1PSC		72.82		1.50		73.07		35.69		0.12		35.71		108.51		1.62		108.78
PKGM-1 License Area		1.29		3.09		1.81		0.44		0.17		0.46		1.73		3.26		2.27
Total		75.40		6.03		76.41		36.13		0.92		36.28		111.53		6.95		112.69

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 3
RECONCILIATION of NET PROVED RESERVES
as of
MARCH 31, 2014
for
CERTAIN PROPERTIES
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Oil and Condensate (MMbbl)			Sales Gas (Bcf)			Oil Equivalent (MMboe)
Proved Developed and Undeveloped Reserves as of March 31, 2013		104.94			6.67			106.05
Revisions		17.20			2.96			17.70
Improved Recovery		21.63			0.00			21.63
Purchases or (Sales) of Minerals in Place		0.00			0.00			0.00
Extensions and Discoveries		0.00			1.21			0.20
Annual Production		(32.24	)		(3.89	)		(32.89	)
Proved Developed and Undeveloped Reserves as of March 31, 2014		111.53			6.95			112.69
Proved Developed Reserves
March 31, 2013		86.94			6.16			87.96
March 31, 2014		75.40			6.03			76.41

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 4
STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS and CHANGES THEREIN relating to PROVED RESERVES
as of
MARCH 31, 2014
for
CERTAIN PROPERTIES
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Total Proved (MM Rs.)
Future cash inflows		645,543
Future production costs		219,997
Future development costs		74,225
Future income tax expenses		46,633
Future net cash flows		304,688
10% annual discount for estimated timing of cash flows		(69,202	)
Standardized measure of discounted future net cash flows		235,486
The following are the principal sources of change in the standardized measure of discounted future net cash flows during Fiscal Year 2013 (All values are in MM Rs.):
Standardized Measure March 31, 2013		226,124
Sales and transfers of oil and gas produced, net of production costs		(146,002	)
Net changes in prices and production costs		19,548
Extensions, discoveries and improved recovery		63,421
Development costs incurred during the period		23,247
Revisions of previous quantity estimates		52,235
Change in estimated development costs		(30,258	)
Purchase or (Sales) of Minerals in Place		0
Accretion of discount		27,168
Net change in income taxes		3
Other		0
Standardized Measure March 31, 2014		235,486

Note: Values for proved net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

EX-15.4

Exhibit 15.4

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2013

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

DEGOLYER AND MACNAUGHTON

TABLE of CONTENTS

	Page
FOREWORD		1
Scope of Investigation		1
Authority		3
Source of Information		3
DEFINITION of RESERVES		5
ESTIMATION of RESERVES		11
VALUATION of RESERVES		14
Discussion of Fiscal Terms		15
RJ-ON-90/1 PSC (Rajasthan)		15
CB/OS-2 PSC		16
PKGM-1 License Area (Ravva)		16
SUMMARY and CONCLUSIONS		18

TABLES

Table 1	–	Gross Proved Reserves
Table 2	–	Net Proved Reserves
Table 3	–	Reconciliation of Net Proved Reserves
Table 4	–	Standardized Measure of Discounted Future Net Cash Flows and Changes Therein relating to Proved Reserves

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2013

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

FOREWORD

Scope of Investigation

This report presents an appraisal, as of March 31, 2013, of the estimates of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain fields in India in which Cairn India Limited (Cairn) has represented that it owns an interest under the terms of various production sharing contracts (PSC) with the Government of India (GOI). This report has been prepared at the request of Sesa Sterlite Ltd. Sesa Sterlite Ltd. has represented that it is the parent company and 58.9-percent owner of Cairn.

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after March 31, 2013. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Cairn after deducting all interests owned by others.

DEGOLYER AND MACNAUGHTON

Certain properties in which Cairn has represented that it owns an interest are subject to the terms of various production sharing agreements. The terms of these agreements generally allow for working-interest participants to be reimbursed for portions of capital costs and operating expenses and to share in the profits. The reimbursements and profit proceeds are converted to a barrel of oil equivalent or standard cubic foot of gas equivalent by dividing by product prices to estimate the “entitlement reserves.”

These entitlement reserves are equivalent in principle to net reserves and are used to calculate an equivalent net share, termed an “entitlement interest.” In this report, Cairn’s net reserves or interest for certain properties subject to these agreements is the entitlement based on Cairn’s working interest.

The fields evaluated herein are located in the CB/OS-2 PSC (three fields), the RJ-ON-90/1 PSC (six fields), and the PKGM-1 License Area (one field).

The CB-X, Gauri, and Lakshmi fields are located in the CB/OS-2 PSC, the Aishwariya, Bhagyam, Mangala, Raagashwari (Shallow), Raagashwari Deep, and Saraswati fields are located in the RJ-ON-90/1 PSC, and the Ravva field is located in the PKGM-1 License Area.

The net entitlement interests for the properties evaluated in this report are calculated for each PSC and may change from year-to-year depending on changes to the estimated costs projected for each field, the timing of production as well as price assumptions. Estimates of the entitlement interest for each PSC are as follows:

	Net Entitlement Interest
Area	Oil (Percent)		Gas (Percent)
CB/OS-2 PSC		27.57		28.63
RJ-ON-90/1 PSC		41.41		0.00
PKGM-1 License Area		10.36		10.37

2

DEGOLYER AND MACNAUGHTON

This report also presents values that were estimated for proved reserves using prices and costs as of the date the estimate was made. In this report, the prices and costs are held constant for the lives of the properties. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values of the proved reserves in this report are expressed in terms of estimated future net revenue and present worth. Future net revenue is calculated by deducting cash royalties, operating expenses, capital costs, production taxes, and host country income tax from the future gross revenue. Future gross revenue is that revenue which will accrue to the appraised interests from the production and sale of the estimated net reserves attributable to Cairn. Operating expenses include field operating expenses, workover costs, compression costs, and all other direct costs specified by Cairn. Present worth is defined as the future net revenue discounted at a specified arbitrary discount rate compounded monthly over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

This report was prepared in June 2014; therefore, certain events occurring before the preparation of this report but after the “as-of” date of March 31, 2013, which might affect reserves, prices, costs, and values used in the estimates presented herein, could not be taken into account.

Authority

This report was authorized by Mr. Arun G. Kumar, Executive Vice President – Finance, Sesa Sterlite Ltd.

Source of Information

Information used in the preparation of this report was obtained from Cairn. In the preparation of this report we have relied, without independent verification, upon information furnished by Cairn with respect to the properties to be evaluated, the

3

DEGOLYER AND MACNAUGHTON

production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented.

4

DEGOLYER AND MACNAUGHTON

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

5

DEGOLYER AND MACNAUGHTON

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

6

DEGOLYER AND MACNAUGHTON

Probable reserves – Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves – Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and

7

DEGOLYER AND MACNAUGHTON

engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

8

DEGOLYER AND MACNAUGHTON

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be recategorized as proved reserves is dependent upon

9

DEGOLYER AND MACNAUGHTON

future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

10

DEGOLYER AND MACNAUGHTON

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those reservoirs where the volumetric method was applied, estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production based on current economic conditions.

11

DEGOLYER AND MACNAUGHTON

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells or reservoirs for which more complete data were available.

Estimates of proved reserves contained herein are based on forecasts that terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Gas reserves estimated herein are expressed as sales gas at a temperature base of 60 degrees Fahrenheit and a pressure base of 14.7 pounds per square inch absolute. Separator gas is defined as the total gas produced from the reservoir after deductions for normal field separation, but before fuel usage and flare losses. Sales gas is defined as the separator gas to be delivered to a pipeline inlet after deductions for fuel usage and flare and the removal of nonhydrocarbon components to meet gas sales specifications. Estimates of fuel usage have been provided by Cairn.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations. Condensate reserves are to be recovered by normal field separation.

Data available through March 2013 were used to prepare the estimates shown herein. Estimated gross oil, gas, and condensate production was deducted from gross ultimate recovery to arrive at estimates of gross reserves shown herein.

The gross and net proved reserves evaluated herein are presented in Tables 1 and 2, respectively. A reconciliation of the net proved oil and condensate and sales-gas reserves, as of March 31, 2013, is shown in Table 3.

12

DEGOLYER AND MACNAUGHTON

The estimated gross and net proved developed, proved undeveloped, and total proved oil and condensate and sales-gas reserves, as of March 31, 2013, of the properties evaluated herein are summarized as follows, expressed in millions of barrels (MMbbl) and billions of cubic feet (Bcf):

Proved Developed

Proved Undeveloped

Total Proved

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

227.11

86.94

48.79

6.16

39.98

18.00

1.59

0.51

267.09

104.94

50.38

6.67

Note: Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

13

DEGOLYER AND MACNAUGHTON

VALUATION of RESERVES

This report has been prepared using prices and costs and future price and cost assumptions specified by Cairn. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

All economic information provided by Cairn has been expressed in United States dollars (U.S.$) or Indian rupees (Rs.), and all revenue estimates included herein are expressed in Rs. using an exchange rate of Rs. 54.27 per U.S.$1.00.

Revenue values in this report have been estimated for the properties using fiscal terms and economic parameters provided by Cairn. A discussion of the fiscal terms and other economic parameters follows.

Oil and Condensate Prices

Cairn has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. All oil and condensate estimated herein is sold under contractual agreements. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$98.61 per barrel for crude oil and condensate, based on a 12-month average Brent reference price of U.S.$110.09 per barrel. Cairn supplied differentials by field to the Brent reference price, and these prices were held constant for the lives of the properties.

Natural Gas Prices

Cairn has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$4.43 per thousand cubic feet. The average contract prices for each contract area were held constant for the lives of the properties.

14

DEGOLYER AND MACNAUGHTON

Operating Expenses and Capital Costs

Estimates of future operating expenses and capital costs were based on information provided by Cairn. This information included historical costs as well as operating expense and capital cost estimates for future development. Estimates of future operating expenses and capital costs, either higher or lower than the Cairn development plan estimates, may have been made in order to conform to the respective reserves cases.

Abandonment Costs

Abandonment cost estimates were provided by Cairn for each field or contract area and were included as capital costs through escrow payments over the life of the remaining reserves.

All cost estimates were held constant for the life of the evaluation (March 2013 terms).

Discussion of Fiscal Terms

RJ-ON-90/1 PSC (Rajasthan)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor (Cairn and its partners) has the right to recover costs and share in the profit proceeds with the GOI. The Licensee (ONGC) pays royalties of 20 percent on the wellhead value of oil and condensate sales and 10 percent on the wellhead value of gas sales. The Contractor is liable for a production tax (termed “cess”) of Rs. 4,551 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the ratio of cumulative revenues divided by cumulative investments (exploration and development). Income taxes are assessable at statutory rates for domestic and foreign companies (Cairn’s interests are held by two entities: one domestic entity and one foreign entity).

15

DEGOLYER AND MACNAUGHTON

CB/OS-2 PSC

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor is not responsible for royalties or cess under the terms of this contract. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

PKGM-1 License Area (Ravva)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor pays royalties of Rs. 900 per tonne on oil sales and 10 percent on the wellhead value of gas sales. The Contractor is also liable for a cess of Rs. 481 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent to be derived from the proved developed and total proved net reserves evaluated herein, as of March 31, 2013, are presented below in millions of Indian rupees (MM Rs.):

Proved Developed				Total Proved
Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)		Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)
	255,662		204,792		285,220		226,124

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Standardized measure of discounted future net cash flows (SMV) and changes therein relating to proved reserves, as of March 31, 2013, are shown in Table 4. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil,

16

DEGOLYER AND MACNAUGHTON

condensate, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)–(x) and 1203(a) of Regulation S–K of the Securities and Exchange Commission.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

17

DEGOLYER AND MACNAUGHTON

SUMMARY and CONCLUSIONS

The estimated net proved developed, proved undeveloped, and total proved oil and condensate, sales-gas, and oil equivalent reserves, as of March 31, 2013, of certain fields attributable to the interests of Cairn and located in India are summarized as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

	Net Reserves
	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
Proved Developed		86.94		6.16		87.96
Proved Undeveloped		18.00		0.51		18.09
Total Proved		104.94		6.67		106.05

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Estimates of the present worth derived from the proved developed and total proved reserves of Cairn’s net petroleum interests, as of March 31, 2013, discounted at a rate of 10 percent and expressed in millions of Indian rupees (MM Rs.), are presented in the following table:

	Present Worth at 10 Percent (MM Rs.)
Proved Developed		204,792
Total Proved		226,124

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the March 31, 2013, estimated oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

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DEGOLYER AND MACNAUGHTON

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Sesa Sterlite Ltd. or Cairn. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Sesa Sterlite Ltd. DeGolyer and MacNaughton has used all assumptions, procedures, data, and methods that it considers necessary to prepare this report.

Submitted,

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

SIGNED: June 12, 2014

Thomas C. Pence, P.E.

Senior Vice President

DeGolyer and MacNaughton

19

TABLE 1
GROSS PROVED RESERVES
as of
MARCH 31, 2013
for
CERTAIN FIELDS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Gross Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area Field	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC
CB-X		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Guari		0.31		1.60		0.58		0.00		0.00		0.00		0.31		1.60		0.58
Lakshmi		6.10		4.74		6.89		0.01		1.59		0.28		6.11		6.33		7.17
Total CB/OS-2 PSC		6.41		6.34		7.47		0.01		1.59		0.28		6.42		7.93		7.75
RJ-ON-90/1PSC
Aishwariya		1.44		0.00		1.44		24.55		0.00		24.55		25.99		0.00		25.99
Bhagyam		25.18		0.00		25.18		12.14		0.00		12.14		37.32		0.00		37.32
Mangala		175.99		0.00		175.99		2.54		0.00		2.54		178.53		0.00		178.53
Raagashwari (Shallow)		1.07		0.00		1.07		0.53		0.00		0.53		1.60		0.00		1.60
Raagashwari Deep		1.24		0.00		1.24		0.00		0.00		0.00		1.24		0.00		1.24
Saraswati		0.43		0.00		0.43		0.21		0.00		0.21		0.64		0.00		0.64
Total RJ-ON-90/1 PSC		205.35		0.00		205.35		39.97		0.00		39.97		245.32		0.00		245.32
PKGM-1 License Area
Ravva		15.35		42.45		22.43		0.00		0.00		0.00		15.35		42.45		22.43
Grand Total		227.11		48.79		235.25		39.98		1.59		40.25		267.09		50.38		275.50

Note: Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 2
NET PROVED RESERVES
as of
MARCH 31, 2013
for
CERTAIN AREAS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Net Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC		1.76		1.76		2.05		0.01		0.51		0.10		1.77		2.27		2.15
RJ-ON-90/1PSC		83.59		0.00		83.59		17.99		0.00		17.99		101.58		0.00		101.58
PKGM-1 License Area		1.59		4.40		2.32		0.00		0.00		0.00		1.59		4.40		2.32
Total		86.94		6.16		87.96		18.00		0.51		18.09		104.94		6.67		106.05

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 3
RECONCILIATION of NET PROVED RESERVES
as of
MARCH 31, 2013
for
CERTAIN PROPERTIES
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Oil and Condensate (MMbbl)			Sales Gas (Bcf)			Oil Equivalent (MMboe)
Proved Developed and Undeveloped Reserves as of March 31, 2012		120.60			9.47			122.18
Revisions		8.59			0.06			8.60
Improved Recovery		8.27			0.00			8.27
Purchases or (Sales) of Minerals in Place		0.00			0.00			0.00
Extensions and Discoveries		0.00			0.00			0.00
Annual Production		(32.52	)		(2.86	)		(33.00	)
Proved Developed and Undeveloped Reserves as of March 31, 2013		104.94			6.67			106.05
Proved Developed Reserves
March 31, 2012		101.36			7.91			102.68
March 31, 2013		86.94			6.16			87.96

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 4
STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS and
CHANGES THEREIN relating to PROVED RESERVES
as of MARCH 31, 2013 for CERTAIN PROPERTIES in INDIA with interests owned by CAIRN INDIA LIMITED for SESA STERLITE LTD.

	Total Proved (MM Rs.)
Future cash inflows		563,260
Future production costs		188,176
Future development costs		44,318
Future income tax expenses		45,547
Future net cash flows		285,219
10% annual discount for estimated timing of cash flows		(59,095	)
Standardized measure of discounted future net cash flows		226,124
The following are the principal sources of change in the standardized measure of discounted future net cash flows during Fiscal Year 2012 (All values are in MM Rs.):
Standardized Measure March 31, 2012		250,275
Sales and transfers of oil and gas produced, net of production costs		(137,976	)
Net changes in prices and production costs		5,673
Extensions, discoveries and improved recovery		23,115
Development costs incurred during the period		15,475
Revisions of previous quantity estimates		24,013
Change in estimated development costs		6,479
Purchase or (Sales) of Minerals in Place		0
Accretion of discount		30,669
Net change in income taxes		8,401
Other		0
Standardized Measure March 31, 2013		226,124

Note: Values for proved net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

EX-15.5

Exhibit 15.5

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2012

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

DEGOLYER AND MACNAUGHTON

TABLE of CONTENTS

	Page
FOREWORD		1
Scope of Investigation		1
Authority		3
Source of Information		3
DEFINITION of RESERVES		5
ESTIMATION of RESERVES		11
VALUATION of RESERVES		14
Discussion of Fiscal Terms		15
RJ-ON-90/1 PSC (Rajasthan)		15
CB/OS-2 PSC		16
PKGM-1 License Area (Ravva)		16
SUMMARY and CONCLUSIONS		18

TABLES

Table 1	–	Gross Proved Reserves
Table 2	–	Net Proved Reserves
Table 3	–	Reconciliation of Net Proved Reserves
Table 4	–	Standardized Measure of Discounted Future Net Cash Flows and Changes therein relating to Proved Reserves

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

MARCH 31, 2012

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

FOREWORD

Scope of Investigation

This report presents an appraisal, as of March 31, 2012, of the estimates of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain fields in India in which Cairn India Limited (Cairn) has represented that it owns an interest under the terms of various production sharing contracts (PSC) with the Government of India (GOI). This report has been prepared at the request of Sesa Sterlite Ltd. Sesa Sterlite Ltd. has represented that it is the parent company and 58.9-percent owner of Cairn.

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after March 31, 2012. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Cairn after deducting all interests owned by others.

DEGOLYER AND MACNAUGHTON

Certain properties in which Cairn has represented that it owns an interest are subject to the terms of various production sharing agreements. The terms of these agreements generally allow for working-interest participants to be reimbursed for portions of capital costs and operating expenses and to share in the profits. The reimbursements and profit proceeds are converted to a barrel of oil equivalent or standard cubic foot of gas equivalent by dividing by product prices to estimate the “entitlement reserves.”

These entitlement reserves are equivalent in principle to net reserves and are used to calculate an equivalent net share, termed an “entitlement interest.” In this report, Cairn’s net reserves or interest for certain properties subject to these agreements is the entitlement based on Cairn’s working interest.

The fields evaluated herein are located in the CB/OS-2 PSC (three fields), the RJ-ON-90/1 PSC (six fields), and the PKGM-1 License Area (one field).

The CB-X, Gauri, and Lakshmi fields are located in the CB/OS-2 PSC, the Aishwariya, Bhagyam, Mangala, Raagashwari (Shallow), Raagashwari Deep, and Saraswati fields are located in the RJ-ON-90/1 PSC, and the Ravva field is located in the PKGM-1 License Area.

The net entitlement interests for the properties evaluated in this report are calculated for each PSC and may change from year-to-year depending on changes to the estimated costs projected for each field, the timing of production as well as price assumptions. Estimates of the entitlement interest for each PSC are as follows:

	Net Entitlement Interest
Area	Oil (Percent)		Gas (Percent)
CB/OS-2 PSC		27.35		28.00
RJ-ON-90/1 PSC		43.15		0.00
PKGM-1 License Area		9.92		9.90

2

DEGOLYER AND MACNAUGHTON

This report also presents values that were estimated for proved reserves using prices and costs as of the date the estimate was made. In this report, the prices and costs are held constant for the lives of the properties. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values of the proved reserves in this report are expressed in terms of estimated future net revenue and present worth. Future net revenue is calculated by deducting cash royalties, operating expenses, capital costs, production taxes, and host country income tax from the future gross revenue. Future gross revenue is that revenue which will accrue to the appraised interests from the production and sale of the estimated net reserves attributable to Cairn. Operating expenses include field operating expenses, workover costs, compression costs, and all other direct costs specified by Cairn. Present worth is defined as the future net revenue discounted at a specified arbitrary discount rate compounded monthly over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

This report was prepared in June 2014; therefore, certain events occurring before the preparation of this report but after the “as-of” date of March 31, 2012, which might affect reserves, prices, costs, and values used in the estimates presented herein, could not be taken into account.

Authority

This report was authorized by Mr. Arun G. Kumar, Executive Vice President – Finance, Sesa Sterlite Ltd.

Source of Information

Information used in the preparation of this report was obtained from Cairn. In the preparation of this report we have relied, without independent verification, upon

3

DEGOLYER AND MACNAUGHTON

information furnished by Cairn with respect to the properties to be evaluated, the production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented.

4

DEGOLYER AND MACNAUGHTON

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

5

DEGOLYER AND MACNAUGHTON

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

6

DEGOLYER AND MACNAUGHTON

Probable reserves – Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves – Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and

7

DEGOLYER AND MACNAUGHTON

engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

8

DEGOLYER AND MACNAUGHTON

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be recategorized as proved reserves is dependent upon

9

DEGOLYER AND MACNAUGHTON

future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

10

DEGOLYER AND MACNAUGHTON

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those reservoirs where the volumetric method was applied, estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production based on current economic conditions.

11

DEGOLYER AND MACNAUGHTON

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells or reservoirs for which more complete data were available.

Estimates of proved reserves contained herein are based on forecasts that terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Gas reserves estimated herein are expressed as sales gas at a temperature base of 60 degrees Fahrenheit and a pressure base of 14.7 pounds per square inch absolute. Separator gas is defined as the total gas produced from the reservoir after deductions for normal field separation, but before fuel usage and flare losses. Sales gas is defined as the separator gas to be delivered to a pipeline inlet after deductions for fuel usage and flare and the removal of nonhydrocarbon components to meet gas sales specifications. Estimates of fuel usage have been provided by Cairn.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations. Condensate reserves are to be recovered by normal field separation.

Data available through March 2012, were used to prepare the estimates shown herein. Estimated gross oil, gas, and condensate production was deducted from gross ultimate recovery to arrive at estimates of gross reserves shown herein.

The gross and net proved reserves evaluated herein are presented in Tables 1 and 2, respectively. A reconciliation of the net proved oil and condensate and sales-gas reserves, as of March 31, 2012, is shown in Table 3.

12

DEGOLYER AND MACNAUGHTON

The estimated gross and net proved developed, proved undeveloped, and total proved oil and condensate and sales-gas reserves, as of March 31, 2012, of the properties evaluated herein are summarized as follows, expressed in millions of barrels (MMbbl) and billions of cubic feet (Bcf):

Proved Developed

Proved Undeveloped

Total Proved

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

259.70

101.36

69.05

7.91

41.70

19.24

5.42

1.56

301.40

120.60

74.47

9.47

Note: Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

13

DEGOLYER AND MACNAUGHTON

VALUATION of RESERVES

This report has been prepared using prices and costs and future price and cost assumptions specified by Cairn. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

All economic information provided by Cairn has been expressed in United States dollars (U.S.$) or Indian rupees (Rs.), and all revenue estimates included herein are expressed in Rs. using an exchange rate of Rs. 47.93 per U.S.$1.00.

Revenue values in this report have been estimated for the properties using fiscal terms and economic parameters provided by Cairn. A discussion of the fiscal terms and other economic parameters follows.

Oil and Condensate Prices

Cairn has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. All oil and condensate estimated herein is sold under contractual agreements. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$104.05 per barrel for crude oil and condensate, based on a 12-month average Brent reference price of U.S.$114.65 per barrel. Cairn supplied differentials by field to the Brent reference price, and these prices were held constant for the lives of the properties.

Natural Gas Prices

Cairn has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$4.43 per thousand cubic feet. The average contract prices for each contract area were held constant for the lives of the properties.

14

DEGOLYER AND MACNAUGHTON

Operating Expenses and Capital Costs

Estimates of future operating expenses and capital costs were based on information provided by Cairn. This information included historical costs as well as operating expense and capital cost estimates for future development. Estimates of future operating expenses and capital costs, either higher or lower than the Cairn development plan estimates, may have been made in order to conform to the respective reserves cases.

Abandonment Costs

Abandonment cost estimates were provided by Cairn for each field or contract area and were included as capital costs through escrow payments over the life of the remaining reserves.

All cost estimates were held constant for the life of the evaluation (March 2012 terms).

Discussion of Fiscal Terms

RJ-ON-90/1 PSC (Rajasthan)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor (Cairn and its partners) has the right to recover costs and share in the profit proceeds with the GOI. The Licensee (ONGC) pays royalties of 20 percent on the wellhead value of oil and condensate sales and 10 percent on the wellhead value of gas sales. The Contractor is liable for a production tax (termed “cess”) of Rs. 4,551 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the ratio of cumulative revenues divided by cumulative investments (exploration and development). Income taxes are assessable at statutory rates for domestic and foreign companies (Cairn’s interests are held by two entities: one domestic entity and one foreign entity).

15

DEGOLYER AND MACNAUGHTON

CB/OS-2 PSC

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor is not responsible for royalties or cess under the terms of this contract. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

PKGM-1 License Area (Ravva)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor pays royalties of Rs. 900 per tonne on oil sales and 10 percent on the wellhead value of gas sales. The Contractor is also liable for a cess of Rs. 481 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent to be derived from the proved developed and total proved net reserves evaluated herein, as of March 31, 2012, are presented below in millions of Indian rupees (MM Rs.):

Proved Developed				Total Proved
Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)		Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)
	293,804		233,028		319,044		250,275

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Standardized measure of discounted future net cash flows (SMV) and changes therein relating to proved reserves, as of March 31, 2012, are shown in Table 4. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil,

16

DEGOLYER AND MACNAUGHTON

condensate, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)–(x) and 1203(a) of Regulation S–K of the Securities and Exchange Commission.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

17

DEGOLYER AND MACNAUGHTON

SUMMARY and CONCLUSIONS

The estimated net proved developed, proved undeveloped, and total proved oil and condensate, sales-gas, and oil equivalent reserves, as of March 31, 2012, of certain fields attributable to the interests of Cairn and located in India are summarized as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

	Net Reserves
	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
Proved Developed		101.36		7.91		102.68
Proved Undeveloped		19.24		1.56		19.50
Total Proved		120.60		9.47		122.18

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Estimates of the present worth derived from the proved developed and total proved reserves of Cairn’s net petroleum interests, as of March 31, 2012, discounted at a rate of 10 percent and expressed in millions of Indian rupees (MM Rs.), are presented in the following table:

	Present Worth at 10 Percent (MM Rs.)
Proved Developed		233,028
Total Proved		250,275

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the March 31, 2012, estimated oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

18

DEGOLYER AND MACNAUGHTON

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Sesa Sterlite Ltd. or Cairn. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Sesa Sterlite Ltd. DeGolyer and MacNaughton has used all assumptions, procedures, data, and methods that it considers necessary to prepare this report.

Submitted,

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

SIGNED: June 12, 2014

Thomas C. Pence, P.E.

Senior Vice President

DeGolyer and MacNaughton

19

TABLE 1
GROSS PROVED RESERVES
as of
MARCH 31, 2012
for
CERTAIN FIELDS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Gross Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area Field	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC
CB-X		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Guari		0.36		3.46		0.94		0.00		0.00		0.00		0.36		3.46		0.94
Lakshmi		2.36		2.69		2.81		4.52		5.42		5.42		6.88		8.11		8.23
Total CB/OS-2 PSC		2.72		6.15		3.75		4.52		5.42		5.42		7.24		11.57		9.17
RJ-ON-90/1PSC
Aishwariya		0.00		0.00		0.00		26.00		0.00		26.00		26.00		0.00		26.00
Bhagyam		12.91		0.00		12.91		6.44		0.00		6.44		19.35		0.00		19.35
Mangala		216.06		0.00		216.06		4.01		0.00		4.01		220.07		0.00		220.07
Raagashwari (Shallow)		1.19		0.00		1.19		0.52		0.00		0.52		1.71		0.00		1.71
Raagashwari Deep		1.30		0.00		1.30		0.00		0.00		0.00		1.30		0.00		1.30
Saraswati		0.51		0.00		0.51		0.21		0.00		0.21		0.72		0.00		0.72
Total RJ-ON-90/1 PSC		231.97		0.00		231.97		37.18		0.00		37.18		269.15		0.00		269.15
PKGM-1 License Area
Ravva		25.01		62.90		35.49		0.00		0.00		0.00		25.01		62.90		35.49
Grand Total		259.70		69.05		271.21		41.70		5.42		42.60		301.40		74.47		313.81

Note: Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 2
NET PROVED RESERVES
as of
MARCH 31, 2012
for
CERTAIN AREAS
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Net Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC		0.81		1.68		1.09		1.17		1.56		1.43		1.98		3.24		2.52
RJ-ON-90/1PSC		98.07		0.00		98.07		18.07		0.00		18.07		116.14		0.00		116.14
PKGM-1 License Area		2.48		6.23		3.52		0.00		0.00		0.00		2.48		6.23		3.52
Total		101.36		7.91		102.68		19.24		1.56		19.50		120.60		9.47		122.18

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 3
RECONCILIATION of NET PROVED RESERVES
as of
MARCH 31, 2012
for
CERTAIN PROPERTIES
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Oil and Condensate (MMbbl)			Sales Gas (Bcf)			Oil Equivalent (MMboe)
Proved Developed and Undeveloped Reserves as of December 8, 2011		130.09			10.73			131.88
Revisions		(1.12	)		(0.06	)		(1.13	)
Improved Recovery		0.00			0.00			0.00
Purchases or (Sales) of Minerals in Place		0.00			0.00			0.00
Extensions and Discoveries		0.00			0.00			0.00
Annual Production		(8.37	)		(1.20	)		(8.57	)
Proved Developed and Undeveloped Reserves as of March 31, 2012		120.60			9.47			122.18
Proved Developed Reserves
December 8, 2011		100.67			9.14			102.19
March 31, 2012		101.36			7.91			102.68

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 4
STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS and
CHANGES THEREIN relating to PROVED RESERVES
as of
MARCH 31, 2012
for
CERTAIN PROPERTIES
in
INDIA
with interests owned by
CAIRN INDIA LIMITED
for
SESA STERLITE LTD.

	Total Proved (MM Rs.)
Future cash inflows		603,541
Future production costs		178,404
Future development costs		49,683
Future income tax expenses		56,408
Future net cash flows		319,046
10% annual discount for estimated timing of cash flows		(68,771	)
Standardized measure of discounted future net cash flows		250,275

The following are the principal sources of change in the standardized measure of discounted future net cash flows from December 8, 2011 to March 31, 2012 (All values are in MM Rs.):

Standardized Measure December 8, 2011	234,293
Sales and transfers of oil and gas produced, net of production costs	(35,132	)
Net changes in prices and production costs	22,999
Extensions, discoveries and improved recovery	0
Development costs incurred during the period	5,616
Revisions of previous quantity estimates	(3,061	)
Change in estimated development costs	(3,258	)
Purchase or (Sales) of Minerals in Place	0
Accretion of discount	29,329
Net change in income taxes	(511	)
Other	0
Standardized Measure March 31, 2012	250,275

Note: Values for proved net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

EX-15.6

Exhibit 15.6

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

DECEMBER 8, 2011

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

DEGOLYER AND MACNAUGHTON

TABLE of CONTENTS

	Page
FOREWORD		1
Scope of Investigation		1
Authority Source of Information		3
		3
DEFINITION of RESERVES		5
ESTIMATION of RESERVES		11
VALUATION of RESERVES		14
Discussion of Fiscal Terms		15
RJ-ON-90/1 PSC (Rajasthan)		15
CB/OS-2 PSC		16
PKGM-1 License Area (Ravva)		16
SUMMARY and CONCLUSIONS		18

TABLES

Table 1 – Gross Proved Reserves

Table 2 – Net Proved Reserves

Table 3 – Standardized Measure of Discounted Future Net Cash Flows relating to Proved Reserves

DEGOLYER AND MACNAUGHTON

5001 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

APPRAISAL REPORT

as of

DECEMBER 8, 2011

on the

PROVED RESERVES

of

CERTAIN FIELDS

in

INDIA

owned by

CAIRN INDIA LIMITED

for

SESA STERLITE LTD.

FOREWORD

Scope of Investigation

This report presents an appraisal, as of December 8, 2011, of the estimates of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain fields in India in which Cairn India Limited (Cairn) has represented that it owns an interest under the terms of various production sharing contracts (PSC) with the Government of India (GOI). This report has been prepared at the request of Sesa Sterlite Ltd. Sesa Sterlite Ltd. has represented that it is the parent company and 58.9-percent owner of Cairn.

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 8, 2011. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Cairn after deducting all interests owned by others.

DEGOLYER AND MACNAUGHTON

Certain properties in which Cairn has represented that it owns an interest are subject to the terms of various production sharing agreements. The terms of these agreements generally allow for working-interest participants to be reimbursed for portions of capital costs and operating expenses and to share in the profits. The reimbursements and profit proceeds are converted to a barrel of oil equivalent or standard cubic foot of gas equivalent by dividing by product prices to estimate the “entitlement reserves.”

These entitlement reserves are equivalent in principle to net reserves and are used to calculate an equivalent net share, termed an “entitlement interest.” In this report, Cairn’s net reserves or interest for certain properties subject to these agreements is the entitlement based on Cairn’s working interest.

The fields evaluated herein are located in the CB/OS-2 PSC (three fields), the RJ-ON-90/1 PSC (six fields), and the PKGM-1 License Area (one field).

The CB-X, Gauri, and Lakshmi fields are located in the CB/OS-2 PSC, the Aishwariya, Bhagyam, Mangala, Raagashwari (Shallow), Raagashwari Deep, and Saraswati fields are located in the RJ-ON-90/1 PSC, and the Ravva field is located in the PKGM-1 License Area.

The net entitlement interests for the properties evaluated in this report are calculated for each PSC and may change from year-to-year depending on changes to the estimated costs projected for each field, the timing of production as well as price assumptions. Estimates of the entitlement interest for each PSC are as follows:

	Net Entitlement Interest
Area	Oil (Percent)		Gas (Percent)
CB/OS-2 PSC		27.44		27.95
RJ-ON-90/1 PSC		43.97		0.00
PKGM-1 License Area		10.01		9.98

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DEGOLYER AND MACNAUGHTON

This report also presents values that were estimated for proved reserves using prices and costs as of the date the estimate was made. In this report, the prices and costs are held constant for the lives of the properties. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values of the proved reserves in this report are expressed in terms of estimated future net revenue and present worth. Future net revenue is calculated by deducting cash royalties, operating expenses, capital costs, production taxes, and host country income tax from the future gross revenue. Future gross revenue is that revenue which will accrue to the appraised interests from the production and sale of the estimated net reserves attributable to Cairn. Operating expenses include field operating expenses, workover costs, compression costs, and all other direct costs specified by Cairn. Present worth is defined as the future net revenue discounted at a specified arbitrary discount rate compounded monthly over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

This report was prepared in June 2014; therefore, certain events occurring before the preparation of this report but after the “as-of” date of December 8, 2011, which might affect reserves, prices, costs, and values used in the estimates presented herein, could not be taken into account.

Authority

This report was authorized by Mr. Arun G. Kumar, Executive Vice President – Finance, Sesa Sterlite Ltd.

Source of Information

Information used in the preparation of this report was obtained from Cairn. In the preparation of this report we have relied, without independent verification, upon

3

DEGOLYER AND MACNAUGHTON

information furnished by Cairn with respect to the properties to be evaluated, the production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented.

4

DEGOLYER AND MACNAUGHTON

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

5

DEGOLYER AND MACNAUGHTON

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

6

DEGOLYER AND MACNAUGHTON

Probable reserves – Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves – Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and

7

DEGOLYER AND MACNAUGHTON

engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

8

DEGOLYER AND MACNAUGHTON

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be recategorized as proved reserves is dependent upon

9

DEGOLYER AND MACNAUGHTON

future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

10

DEGOLYER AND MACNAUGHTON

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those reservoirs where the volumetric method was applied, estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production based on current economic conditions.

11

DEGOLYER AND MACNAUGHTON

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells or reservoirs for which more complete data were available.

Estimates of proved reserves contained herein are based on forecasts that terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Gas reserves estimated herein are expressed as sales gas at a temperature base of 60 degrees Fahrenheit and a pressure base of 14.7 pounds per square inch absolute. Separator gas is defined as the total gas produced from the reservoir after deductions for normal field separation, but before fuel usage and flare losses. Sales gas is defined as the separator gas to be delivered to a pipeline inlet after deductions for fuel usage and flare and the removal of nonhydrocarbon components to meet gas sales specifications. Estimates of fuel usage have been provided by Cairn.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations. Condensate reserves are to be recovered by normal field separation.

Data available through December 8, 2011, were used to prepare the estimates shown herein. Estimated gross oil, gas, and condensate production was deducted from gross ultimate recovery to arrive at estimates of gross reserves shown herein.

The gross and net proved reserves evaluated herein are presented in Tables 1 and 2, respectively.

12

DEGOLYER AND MACNAUGHTON

The estimated gross and net proved developed, proved undeveloped, and total proved oil and condensate and sales-gas reserves, as of December 8, 2011, of the properties evaluated herein are summarized as follows, expressed in millions of barrels (MMbbl) and billions of cubic feet (Bcf):

Proved Developed

Proved Undeveloped

Total Proved

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Oil and Condensate (MMbbl)

Sales Gas (Bcf)

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

253.58

100.67

77.82

9.14

66.74

29.42

5.42

1.59

320.32

130.09

83.24

10.73

Note: Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

13

DEGOLYER AND MACNAUGHTON

VALUATION of RESERVES

This report has been prepared using prices and costs and future price and cost assumptions specified by Cairn. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

All economic information provided by Cairn has been expressed in United States dollars (U.S.$) or Indian rupees (Rs.), and all revenue estimates included herein are expressed in Rs. using an exchange rate of Rs. 46.54 per U.S.$1.00.

Revenue values in this report have been estimated for the properties using fiscal terms and economic parameters provided by Cairn. A discussion of the fiscal terms and other economic parameters follows.

Oil and Condensate Prices

Cairn has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. All oil and condensate estimated herein is sold under contractual agreements. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$100.18 per barrel for crude oil and condensate, based on a 12-month average Brent reference price of U.S.$111.27 per barrel. Cairn supplied differentials by field to the Brent reference price, and these prices were held constant for the lives of the properties.

Natural Gas Prices

Cairn has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. The volume-weighted average adjusted product price attributable to estimated proved reserves was U.S.$4.45 per thousand cubic feet. The average contract prices for each contract area were held constant for the lives of the properties.

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Operating Expenses and Capital Costs

Estimates of future operating expenses and capital costs were based on information provided by Cairn. This information included historical costs as well as operating expense and capital cost estimates for future development. Estimates of future operating expenses and capital costs, either higher or lower than the Cairn development plan estimates, may have been made in order to conform to the respective reserves cases.

Abandonment Costs

Abandonment cost estimates were provided by Cairn for each field or contract area and were included as capital costs through escrow payments over the life of the remaining reserves.

All cost estimates were held constant for the life of the evaluation (December 2011 terms).

Discussion of Fiscal Terms

RJ-ON-90/1 PSC (Rajasthan)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor (Cairn and its partners) has the right to recover costs and share in the profit proceeds with the GOI. The Licensee (ONGC) pays royalties of 20 percent on the wellhead value of oil and condensate sales and 10 percent on the wellhead value of gas sales. The Contractor is liable for a production tax (termed “cess”) of Rs. 4,551 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the ratio of cumulative revenues divided by cumulative investments (exploration and development). Income taxes are assessable at statutory rates for domestic and foreign companies (Cairn’s interests are held by two entities: one domestic entity and one foreign entity).

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CB/OS-2 PSC

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor is not responsible for royalties or cess under the terms of this contract. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

PKGM-1 License Area (Ravva)

Cairn has represented that under the terms of the PSC signed with the GOI, the Contractor has the right to recover costs and share in the profit proceeds with the GOI. The Contractor pays royalties of Rs. 900 per tonne on oil sales and 10 percent on the wellhead value of gas sales. The Contractor is also liable for a cess of Rs. 481 per tonne of oil produced. Royalties and cess are considered allowable costs for cost recovery purposes. Profits are shared based on a sliding scale tied to the after-tax rate of return. Income taxes are assessable at statutory rates for domestic companies.

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent to be derived from the proved developed and total proved net reserves evaluated herein, as of December 8, 2011, are presented below in millions of Indian rupees (MM Rs.):

Proved Developed				Total Proved
Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)		Future Net Revenue (MM Rs.)		Net Present Worth at 10 Percent (MM Rs.)
	268,531		203,194		317,148		234,293

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Standardized measure of discounted future net cash flows (SMV) relating to proved reserves, as of December 8, 2011, are shown in Table 3. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil, condensate, and gas contained in this report has been prepared in accordance with

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DEGOLYER AND MACNAUGHTON

Paragraphs 932-235-50-4, 932-235-50-6 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)–(x), and 1203(a) of Regulation S–K of the Securities and Exchange Commission; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

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DEGOLYER AND MACNAUGHTON

SUMMARY and CONCLUSIONS

The estimated net proved developed, proved undeveloped, and total proved oil and condensate, sales-gas, and oil equivalent reserves, as of December 8, 2011, of certain fields attributable to the interests of Cairn and located in India are summarized as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

	Net Reserves
	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
Proved Developed		100.67		9.14		102.19
Proved Undeveloped		29.42		1.59		29.69
Total Proved		130.09		10.73		131.88

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

Estimates of the present worth derived from the proved developed and total proved reserves of Cairn’s net petroleum interests, as of December 8, 2011, discounted at a rate of 10 percent and expressed in millions of Indian rupees (MM Rs.), are presented in the following table:

	Present Worth at 10 Percent (MM Rs.)
Proved Developed		203,194
Total Proved		234,293

Note: Values for net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 8, 2011, estimated oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

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DEGOLYER AND MACNAUGHTON

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Sesa Sterlite Ltd. or Cairn. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Sesa Sterlite Ltd. DeGolyer and MacNaughton has used all assumptions, procedures, data, and methods that it considers necessary to prepare this report.

Submitted,

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

SIGNED: June 12, 2014

Thomas C. Pence, P.E.

Senior Vice President

DeGolyer and MacNaughton

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    TABLE 1 GROSS PROVED RESERVES as of DECEMBER 8, 2011 for CERTAIN FIELDS in INDIA with interests owned by CAIRN INDIA LIMITED for SESA STERLITE LTD.

	Gross Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area Field	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC
CB-X		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Guari		0.45		4.57		1.21		0.00		0.00		0.00		0.45		4.57		1.21
Lakshmi		2.83		3.50		3.41		4.52		5.42		5.43		7.35		8.92		8.84
Total CB/OS-2 PSC		3.28		8.07		4.62		4.52		5.42		5.43		7.80		13.49		10.05
RJ-ON-90/1PSC
Aishwariya		0.00		0.00		0.00		26.00		0.00		26.00		26.00		0.00		26.00
Bhagyam		13.76		0.00		13.76		6.79		0.00		6.79		20.55		0.00		20.55
Mangala		206.80		0.00		206.80		27.50		0.00		27.50		234.30		0.00		234.30
Raagashwari (Shallow)		0.00		0.00		0.00		1.72		0.00		1.72		1.72		0.00		1.72
Raagashwari Deep		1.33		0.00		1.33		0.00		0.00		0.00		1.33		0.00		1.33
Saraswati		0.54		0.00		0.54		0.21		0.00		0.21		0.75		0.00		0.75
Total RJ-ON-90/1 PSC		222.43		0.00		222.43		62.22		0.00		62.22		284.65		0.00		284.65
PKGM-1 License Area
Ravva		27.87		69.75		39.50		0.00		0.00		0.00		27.87		69.75		39.50
Grand Total		253.58		77.82		266.55		66.74		5.42		67.65		320.32		83.24		334.20

Note: Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

    TABLE 2 NET PROVED RESERVES as of DECEMBER 8, 2011 for CERTAIN AREAS in INDIA with interests owned by CAIRN INDIA LIMITED for SESA STERLITE LTD.

	Net Reserves
	Proved Developed						Proved Undeveloped						Total Proved
Area	Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)		Oil and Condensate (MMbbl)		Sales Gas (Bcf)		Oil Equivalent (MMboe)
CB/OS-2 PSC		0.97		2.18		1.33		1.17		1.59		1.44		2.14		3.77		2.77
RJ-ON-90/1PSC		96.91		0.00		96.91		28.25		0.00		28.25		125.16		0.00		125.16
PKGM-1 License Area		2.79		6.96		3.95		0.00		0.00		0.00		2.79		6.96		3.95
Total		100.67		9.14		102.19		29.42		1.59		29.69		130.09		10.73		131.88

Notes:

1. Sales gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2. Net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

    TABLE 3 STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS relating to PROVED RESERVES as of DECEMBER 8, 2011 for CERTAIN PROPERTIES in INDIA with interests owned by CAIRN INDIA LIMITED for SESA STERLITE LTD.

	Total Proved (MM Rs.)
Future cash inflows		608,826
Future production costs		179,365
Future development costs		53,319
Future income tax expenses		58,993
Future net cash flows		317,149
10% annual discount for estimated timing of cash flows		(82,856	)
Standardized measure of discounted future net cash flows		234,293

Note: Values for proved net reserves include the 41.1-percent minority share not owned by Sesa Sterlite Ltd.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.