VOLCAN INVESTMENTS LIMITED Financial Statements
5 Statement of Comprehensive Income For the Year Ended (Expressed in United States dollars) Notes 2017 2016 $ $ INCOME Dividend 93,743,971 74,995,193 Interest 11,840,440 11,571,711 Net change in unrealised appreciation/depreciation of investments in financial assets 4 1,134,820,861 (386,597,652) Net realised gain 1,800,529 - Total income/(loss) 1,242,205,801 (300,030,748) EXPENSES Interest and other finance costs 424,628 2,104,506 Professional fees 15,079 789,083 Travel 3,924 14,226 Provision for impairment 5, 6-600,000 Total expenses 443,631 3,507,815 Net income/(loss) and total comprehensive income/(loss) 1,241,762,170 (303,538,563) The accompanying notes are an integral part of these financial statements.
6 Statement of Changes in Equity For the Year Ended (Expressed in United States dollars) Share Retained Capital Earnings Total $ $ $ As of 1 April 2015 2,000,000 1,635,158,468 1,637,158,468 Total comprehensive loss - (303,538,563) (303,538,563) Transactions with owners Dividends - - - Total transactions with owners - - - As of 31 March 2016 2,000,000 1,331,619,905 1,333,619,905 As of 1 April 2016 2,000,000 1,331,619,905 1,333,619,905 Total comprehensive income - 1,241,762,170 1,241,762,170 Transactions with owners Dividends - (10,000,000) (10,000,000) Total transactions with owners - (10,000,000) (10,000,000) As of 2,000,000 2,563,382,075 2,565,382,075 Dividends per share: $5.00 (2016: $Nil) The accompanying notes are an integral part of these financial statements.
7 Statement of Cash Flows For the Year Ended (Expressed in United States dollars) 2017 2016 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Dividends received 93,743,971 74,995,193 Interest received 12,587,187 10,031,341 Interest and other finance costs paid (219,455) (2,104,506) Rights issue received 251,709 - Payment of expenses (19,003) (658,666) Net cash from operating activities 106,344,409 82,263,362 CASH FLOWS FROM INVESTING ACTIVITIES Net decrease in term deposits 791,756 1,064,273 Purchases of debt securities (22,805,795) (63,084,724) Proceeds from maturities of debt securities 66,300,000 - Decrease in due from related parties (3,550,000) 1,970,000 Net cash from/(used in) investing activities 40,735,961 (60,050,451) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loans payable - 40,000,000 Repayment of loans payable (40,000,000) (107,000,000) Dividends paid (10,000,000) - Net cash used in financing activities (50,000,000) (67,000,000) Net increase/(decrease) in cash and cash equivalents 97,080,370 (44,787,089) Cash and cash equivalents as of beginning of year 1,879,057 46,666,146 Cash and cash equivalents as of end of year 98,959,427 1,879,057 See Notes 4, 5 and 6 for significant non-cash transactions. The accompanying notes are an integral part of these financial statements.
8 1. General Information (the Company) is incorporated under the International Business Companies Act, 2000 of the Commonwealth of The Bahamas (The Bahamas). The Company is wholly-owned by Conclave PTC Limited, a private trust company which is incorporated under the laws of The Bahamas, and is ultimately beneficially owned by Anil Agarwal Discretionary Trust. The Company s registered office is at Loyalist Plaza, Don Mackay Boulevard, Marsh Harbour, Abaco, The Bahamas. 2. Summary of Significant Accounting Policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. (a) Basis of preparation The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), and under the historical cost convention, except as disclosed in the accounting policies below. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company s accounting policies. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Notes 2(d), 2(e), and 2(f). New standards, amendments and interpretations adopted by the Company Standards and amendments and interpretations to published standards that became effective for the Company s financial year beginning on 1 April 2016 were either not relevant or not significant to the Company s operations and accordingly did not have a material impact on the Company s accounting policies or financial statements.
9 2. Summary of Significant Accounting Policies (a) Basis of preparation (continued) New standards, amendments and interpretations not yet adopted by the Company With the exception of IFRS 9 Financial Instruments (IFRS 9), the application of new standards and amendments and interpretations to existing standards that have been published but are not yet effective are not expected to have a material impact on the Company s accounting policies or financial statements in the financial period of initial application. IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities, and replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement (IAS 39) that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through profit or loss and fair value through other comprehensive income. The determination is made at initial recognition, and the basis of classification depends on the Company s business model for managing its financial assets and the contractual cash flow characteristics of the financial asset. In addition, IFRS 9 will require the impairment of financial assets to be calculated using an expected credit loss model that replaces the incurred loss impairment model required by IAS 39. For financial liabilities, there were no changes to classification and measurement, except for the recognition of changes in own credit risk in other comprehensive income for financial liabilities designated at fair value through profit or loss. The Company has not yet assessed the full impact of adopting IFRS 9, which is effective for financial periods beginning on or after 1 January 2018. (b) Foreign currency translation The financial statements are presented in United States dollars, which is the Company s functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation of monetary assets and liabilities at year-end exchange rates are recognized in the statement of comprehensive income. Translation differences on financial assets measured at fair value through profit or loss are included as a part of the fair value gains and losses.
10 2. Summary of Significant Accounting Policies (c) Cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents comprise cash at banks, and unrestricted term deposits and other financial assets with original contractual maturities of three months or less. (d) Investments in subsidiaries Subsidiaries are all entities (including special purpose vehicles) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. IFRS 10 Consolidated Financial Statements (IFRS 10) identifies the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 requires consolidation of all subsidiaries unless exemptions contained in that standard are met. The Company does not meet the exemptions in IFRS 10. Further, when separate financial statements are prepared, IAS 27 (Revised) Separate Financial Statements (IAS 27(Revised)) requires that an investment in subsidiary be recognised at cost, in accordance with IAS 39 or using the equity method as described in IAS 28 Investments in Associates and Joint Ventures (IAS 28). The Company has elected to recognise its investment in subsidiaries at fair value in accordance with IAS 39. (e) Financial assets The Company classifies its financial assets into the following categories: loans and receivables and financial assets at fair value through profit or loss. Management determines the classification of its financial assets at initial recognition and re-evaluates this at each reporting date. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not traded in an active market, other than those that the Company intends to sell in the short term or that it has designated as at fair value through profit or loss. The Company has classified term deposits, loans receivable and amounts due from related parties as loans and receivables.
11 2. Summary of Significant Accounting Policies (e) Financial assets (continued) A financial asset is classified into the financial assets at fair value through profit or loss category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short-term profit-taking, or if so designated by management. Financial assets designated as at fair value through profit or loss at inception are those that are managed and whose performance is evaluated on a fair value basis, and are intended to be held for an indefinite period of time but may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices. Information about these financial assets is provided internally on a fair value basis to the Company s key management personnel. The Company s investments in debt securities, equity securities and subsidiaries have been designated as at fair value through profit or loss by management. Regular-way purchases and sales of financial assets are recognised on the trade date, which is the date that the Company commits to purchase or sell the asset. Financial assets are initially recognised at fair value plus transaction costs, except for financial assets at fair value through profit or loss where transaction costs are expensed as incurred. Financial assets are derecognised when the rights to receive cash flows from them have expired or when they have been transferred and the Company has also transferred substantially all risks and rewards of ownership. Loans and receivables are carried at amortised cost using the effective interest method, less any provision for impairment. Financial assets at fair value through profit or loss are subsequently carried at fair value based on quoted prices for financial assets traded in active markets or valuation techniques, including recent arm s length transactions, discounted cash flow analyses and other valuation techniques commonly used by market participants for financial assets not traded in active markets. Gains and losses arising from sales and changes in fair value of financial assets at fair value through profit or loss are recognised in the statement of comprehensive income in the financial period in which they arise.
12 2. Summary of Significant Accounting Policies (f) Impairment of financial assets The Company evaluates at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If there is objective evidence that an impairment loss on loans and receivables has been incurred, the amount of the loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset s original effective interest rate. By comparison, the amount of loss on financial assets at fair value through profit or loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows discounted at the current market rate of interest for a similar financial asset. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of comprehensive income. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the statement of comprehensive income. When a financial asset is uncollectible, it is written off against the related allowance account. Recoveries of accounts previously written off are recognised directly in the statement of comprehensive income. (g) Borrowings Borrowings, which include bank overdrafts and loans payable, are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently recognised at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as interest expense in the statement of comprehensive income over the period of the borrowings using the effective interest method.
13 2. Summary of Significant Accounting Policies (h) Income and expense recognition Interest income and expense for all interest-bearing financial instruments are recognised using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and commissions paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Dividend income is recognised when the Company s right to receive payment has been established. Other income and expenses are recognised on the accrual basis. (i) Taxation Under the current laws of The Bahamas, the country of domicile of the Company, there are no income, capital gains or other corporate taxes imposed. The Company incurs withholding taxes imposed by certain countries on investment income and capital gains for investments domiciled in those countries. (j) Corresponding figures Where necessary, corresponding figures are adjusted to conform with changes in presentation adopted in the current year.
14 3. Cash at Banks and Term Deposits 2017 2016 $ $ Cash at banks 98,959,427 1,879,057 Term deposits - 791,756 98,959,427 2,670,813 As of, the interest rate on term deposits is 0.0% (2016: 0.20%) per annum. 4. Investments in Financial Assets at Fair Value Through Profit or Loss The Company ranks its investments in financial assets at fair value through profit or loss based on the hierarchy of valuation techniques required by IFRS, which is determined based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources; unobservable inputs reflect the Company s market assumptions. These two types of inputs lead to the following fair value hierarchy: 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 (that is, as prices) or indirectly (that is, derived from prices). Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). This hierarchy requires the use of observable market data when available. The Company considers relevant and observable market prices in its valuations where possible. The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset.
15 4. Investments in Financial Assets at Fair Value Through Profit or Loss The determination of what constitutes observable requires significant judgment by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from the exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. These instruments are included in Level 1. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. Financial instruments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include unlisted securities that have significant unobservable components, including equity securities. Investments in debt securities Face Value 2017 2016 2017 2016 $ $ $ $ Level 1-66,300,000 75,963,000 57,963,000 35,000,000 30,000,000 6,000,000 6,000,000 7,000,000 7,000,000 Vedanta Resources plc; 6.75%; 2016 66,722,140 Vedanta Resources plc; 9.50%; 2018 83,684,436 48,271,586 Vedanta Resources plc; 6.00%; 2019 36,628,904 20,857,849 Vedanta Resources plc; 8.25%; 2021 6,654,603 3,694,759 Vedanta Resources plc; 7.125%; 2023 7,235,339 4,047,506 134,203,282 143,593,840 Included in the fair value of investments in debt securities at is accrued interest of $2,422,372 (2016: $3,420,821).
16 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in equity securities Country of % held 2017 2016 incorporation $ $ Level 3 Genius Foods Limited Scotland 0.9 527,776 527,776 527,776 527,776 As of, the cost of the investments in equity securities totaled $527,776 (2016: $527,776). Investments in subsidiaries Country of incorporation % held 2017 2016 $ $ Level 1 Vedanta Resources plc United Kingdom 69.4 (69.5) 1,904,691,628 925,655,008 Level 2 Twin Star Overseas LTD Mauritius 100 362,199,570 237,668,914 Level 3 Sterlite Iron & Steel Company India 100 2,648,600 3,075,218 Twin Star Infrastructure LTD Mauritius 100 574,480 573,828 Twin Star Investment LTD Mauritius 100 3,755,372 5,367,217 Volcan Holdings PLC Cyprus 100 27,452-7,005,904 9,016,263 2,273,897,102 1,172,340,185
17 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in subsidiaries (continued) As of, management has deemed the cost of the investments in subsidiaries to be $1,637,704,297 (2016: $1,637,676,845), which is based on the assumption of value of the initial investment in Vedanta Resources plc being equivalent to the Initial Public Offering price. The cost of the investment in subsidiary increased by $27,452 due to the acquisition of Volcan Holdings plc during the current year, which represents a non-cash transaction in the statement of cash flows. Movements in investments in subsidiaries comprise: 2017 2016 $ $ Balance as of beginning of year 1,172,340,185 1,539,750,453 Purchase of subsidiary 27,452 - Net change in unrealised appreciation/depreciation 1,101,529,465 (367,410,268 ) Balance as of end of year 2,273,897,102 1,172,340,185 Movements in investments in subsidiaries classified as Level 3 comprise: 2017 2016 $ $ Balance as of beginning of year 9,016,263 9,020,326 Purchase of subsidiary 27,452 - Sales - - Net realised gain/(loss) - - Net change in unrealised appreciation/depreciation (2,037,811) (4,063 ) Balance as of end of year 7,005,904 9,016,263
18 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in subsidiaries (continued) Summary financial data for Vedanta Resources plc as of and for the year ended 31 March 2017, expressed in millions of United States dollars, is as follows: 2017 2016 $ $ ASSETS Current assets Cash and cash equivalents 1,682 428 Liquid investments 8,043 8,508 Other current assets 2,759 2,764 12,484 11,700 Non-current assets Property, plant and equipment 16,806 16,648 Other non-current assets 2,214 1,971 19,020 18,619 Total assets 31,503 30,319 LIABILITIES Current liabilities Borrowings 7,659 3,727 Other current liabilities 6,413 6,685 14,072 10,412 Non-current liabilities Borrowings 10,570 11,949 Other non-current liabilities 847 1,106 11,417 13,055 Total liabilities 25,489 23,467
19 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in subsidiaries (continued) 2017 2016 $ $ EQUITY Share capital 30 30 Share premium 202 202 Treasury shares (558 ) (557 ) Reserves 78 (53 ) Retained earnings (160 ) (335 ) Equity attributable to equity holders (408 ) (713 ) Non-controlling interests 6,423 7,565 Total equity 6,015 6,852 Total liabilities and equity 31,504 30,319 Revenue 11,520 10,738 Cost of sales (8,789 ) (9,241 ) Gross profit 2,731 1,497 Other operating income and expenses (588 ) (5,826 ) Operating loss 2,143 (4,329 ) Investment income 643 698 Finance costs (1,382 ) (1,280 ) Other net gains and losses (24 ) (73 ) Profit/(Loss) before taxation 1,380 (4,984 ) Taxation (500 ) 1,482 Net income/(loss) 880 (3,502 ) Other comprehensive income/(loss) 216 (831 ) Total comprehensive income/(loss) 1,096 (4,333 )
20 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in subsidiaries (continued) Summary financial data for Twin Star Overseas Ltd as of and for the year ended 31 March 2017, expressed in United States dollars, is as follows: 2017 2016 $ $ ASSETS Cash and cash equivalents 1,640,856 11,989 Other current assets 8,167,123 7,865,656 Available-for-sale financial assets 405,577,842 293,674,793 Investment in subsidiary 9,439,236 30,005 Total assets 424,825,057 301,582,443 LIABILITIES Borrowings 62,359,246 55,809,246 Other current liabilities 48,080 51,910 Total liabilities 62,407,326 55,861,156 EQUITY Share capital 1,000,002 1,000,002 Reserves 309,694,612 197,791,563 Retained earnings 51,723,117 46,929,722 Total equity 362,417,731 245,721,287 Total liabilities and equity 424,825,057 301,582,443
21 4. Investments in Financial Assets at Fair Value Through Profit or Loss Investments in subsidiaries (continued) 2017 2016 $ $ Investment income 4,953,287 2,244,666 Operating expenses (1,524,593) (31,323) Profit from operations 3,428,694 - Gain as a result of merger 1,364,700 - Profit before taxation 4,793,394 2,213,343 Taxation - - Net income 4,793,394 2,213,343 Other comprehensive income 119,481,754 104,401,510 Total comprehensive income 124,275,148 106,614,853 5. Loans Receivable In prior years, the Company entered into an agreement to grant a loan to a third party in the amount of $35,000,000, which earns interest at a rate of 4.00% per annum with principal and interest repayable two (2) years following disbursement. As of, $30,050,000 (2016: $30,050,000) of the loan had been disbursed and the gross carrying value of $31,252,000 (2016: $31,252,000) includes accrued interest of $1,202,000 (2016: $1,202,000). A provision for impairment was recognised for the amount outstanding as of 31 March 2015. There have been no movements in the allowance for doubtful accounts during the year: 2016 2015 $ $ Balance as of beginning of year 31,252,000 31,252,000 Provision for impairment - - Write-offs, net of recoveries - - Balance as of end of year 31,252,000 31,252,000
22 6. Related Party Balances and Transactions Related parties comprise significant shareholders and the directors, and entities they control or over which they exercise significant influence; and key management personnel. The financial statements include the following balances and transactions with related parties not otherwise disclosed: 2017 2016 $ $ Balance Sheet Due from related parties Amounts due from related parties 59,959,246 56,409,246 Allowance for doubtful accounts (600,000) (600,000) 59,359,246 55,809,246 Due to related parties 1,214,942 1,187,490 Movements in allowance for doubtful accounts are as follows: 2017 2016 $ $ Balance as of beginning of year (600,000) - Provision for impairment - (600,000) Write-offs, net of recoveries - - Balance as of end of year (600,000) (600,000) Statement of Comprehensive Income Dividend income 93,743,971 74,995,193 Interest income 11,840,440 11,561,480 The amounts due from related parties represent interest-free loans to related parties. The loans are unsecured and have no set terms of repayment. The amounts due to related parties are interest-free, unsecured and have no set terms of repayment. Dividend income represents amounts earned on the Company s investments in equity securities of its subsidiaries. Interest income represents amounts earned on the Company s investments in the debt securities of its subsidiaries.
23 7. Borrowings Bank overdraft The Company does not have formal overdraft facilities, however it maintains multiple currency accounts with the respective bank that are considered by the bank in evaluating whether or not the Company has an overdraft position. As of, bank balances in overdraft position bear interest at a rate of 2.00% (2016: 2.00%) per annum. Loans payable During the prior year, the Company had drawn down a loan facility in the amount of $40,000,000. The facility bore interest annually at a rate based on 1-month US$ LIBOR plus 0.95%, and had no set terms of repayment. On 10 June 2016, the Company repaid this loan facility in full. As of, the Company had no outstanding balance on the loan facilities (2016: $40,000,000). 8. Commitments and Contingent Liabilities The Company has indemnified its subsidiary, Vedanta Resources plc, for bank and corporate guarantees totaling $51,362,567 (Rs 229 crore) issued by the subsidiary in relation to tax assessments pending at the time of its initial public offering. The tax assessment has been challenged in the courts of India where, to date, the rulings have been in favour of the subsidiary. A final appeal in the courts by the relevant tax authority is still pending. Guarantee Facility During the year, the Company acquired a wholly-owned subsidiary, incorporated in Cyprus, Volcan Holdings PLC. The sole purpose and activity of the subsidiary is to invest in a public company listed on the London Stock Exchange. The subsidiary will finance the investment via the issue of mandatorily exchangeable bonds, with a term of three years. The face value of the bonds and coupons are denominated in GBP. As part of this transaction, the Company entered into a guarantee facility agreement with a bank, whereby the bank guarantees to fulfil the coupon payment obligations of the subsidiary on the mandatorily exchangeable bonds for the entire duration of the bond term, in the event that the subsidiary is not able to fulfil the obligations itself. The Company also entered into a counter indemnity with the bank in respect of the total amount to guaranteed. The total coupon obligation across the duration of the bond term is 247,357,578, of which the current portion due within 12 months is 71,989,726.
24 9. Financial Risk Management The Company engages in transactions that expose it to credit, liquidity, interest rate and price risks in the normal course of business. The Company s financial performance is affected by its capability to understand and effectively manage these risks and its challenge is not only to measure and monitor these risks but also to manage them as profit opportunities. (a) Credit risk Credit risk arises from the potential failure of a counterparty to perform according to the terms of the contract. The Company s exposure to credit risk includes its monetary financial assets. To mitigate this risk, the Company places cash and term deposits with financial institutions in good standing with the applicable banking regulators; monitors the payment history of related parties before continuing to extend credit; and invests in debt securities of its subsidiaries. (b) Liquidity risk Liquidity risk is the risk that the Company may not have the necessary financial resources to honour all of its financial commitments. All financial liabilities are due on demand. The Company manages its liquidity risk by maintaining an appropriate level of liquid assets, which mature or could be sold immediately to meet cash requirements for normal operating purposes. Further, the Company receives consistent dividends from its principal subsidiary, Vedanta Resources plc, that are available to settle financial obligations as they come due. (c) Interest rate risk Interest rate risk is the risk that the fair values or the cash flows of financial instruments may fluctuate significantly as a result of changes in market interest rates. Except for its investments in debt securities of its subsidiaries, the Company mitigates fair value interest rate risk by investing in interest-bearing financial assets or borrowing through interest-bearing financial liabilities with interest rates that periodically reset to market rates, or investing in financial instruments that have short terms to maturity. The fair value interest rate risk associated with the debt securities is not mitigated as it is considered as a part of the Company s strategy and objectives relative to its subsidiaries, which are consistent with the wishes of the Company s ultimate beneficial owner. Cash flow interest rate risk is not hedged and is considered a profit opportunity.
25 9. Financial Risk Management (d) Price risk Price risk is the risk that the fair values and/or amounts realised on sales of financial instruments may fluctuate significantly as a result of changes in market prices. The financial assets at fair value through profit or loss expose the Company to price risk. The Company invests in ordinary shares and debt securities of its subsidiaries, as well as private equity securities of related parties demonstrating profit potential generally accompanying underlying assets with fair values in excess of the entity s equity. The ordinary shares and debt securities of certain subsidiaries are traded on international securities exchanges. Price risk is not mitigated as the Company s long term investments are in accordance with the Company s strategy and objectives relative to its subsidiaries, which are consistent with the wishes of the Company s ultimate beneficial owner. For the year ended, the FTSE 350 Mining Index of the London Stock Exchange experienced a return of +76.69%. The carrying amount of the Company s financial assets at fair value through profit or loss would increase/(decrease) by $1,847,176,936/($1,847,176,936), if these investments in securities experienced returns of +/-76.69%. 10. Capital Management The Company s objectives when managing capital are to safeguard the Company s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new ordinary shares or sell assets to reduce financial liabilities. 11. Fair Value of Financial Instruments Financial instruments utilised by the Company include recorded financial assets and liabilities in the balance sheet. These financial instruments are carried at fair value, are relatively short-term in nature or have interest rates that periodically reset to market interest rates, and accordingly, the estimated fair values are not significantly different from the carrying value as reported in the balance sheet. For financial assets, other than those recognised at fair value, the fair value hierarchy is principally Level 2.
26 12. Subsequent Events Subsequent to, the following transactions were executed: The Company made an investment of 2 billion in a public company listed on the London Stock Exchange, through its wholly-owned subsidiary, Volcan Holdings PLC, financed by a mandatorily exchangeable bond. The Company made an additional investment of 1.5 billion in the same publicly listed company, through a newly acquired wholly-owned subsidiary, Volcan Holdings II PLC, also financed by a mandatorily exchangeable bond. Dividends totaling $6,000,000, representing $3.00 per share were declared.