UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of July, 2021

Commission File 001 — 33175

 

 

Vedanta Limited

(Exact name of registrant as specified in the charter)

 

 

1st Floor, ‘C’ wing, Unit 103,

Corporate Avenue, Atul Projects,

Chakala, Andheri (East),

Mumbai-400 093

Maharashtra, India

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


Table of Contents

We wish to inform you that the Board of Directors of the Company, at its meeting held on July 26, 2021, have considered, and approved the following:

 

1.

Sale of shares held by the Company in two of its wholly-owned subsidiaries and subsequent amalgamation of some of the subsidiaries under Sections 230-232 of the Companies Act, 2013.

The Board has approved the sale of the equity holding of the Company in its non-material wholly-owned subsidiaries, namely, Sterlite Ports Limited (SPL) and Paradip Multi Cargo Berth Private Limited (PMCB), to Sesa Resources Limited (SRL), which is also a wholly-owned subsidiary of the Company, as a part of its consolidation activity of certain entities. Pursuant to execution of the Share Purchase Agreement and transfer of equity shares, SPL and PMCB would cease to be direct subsidiaries of the Vedanta and would become step-down subsidiaries. SPL has two wholly-owned subsidiaries, viz, Maritime Ventures Private Ltd (MVPL), and Goa Sea Port Private Limited (GSPPL). Subsequent to the sale of shares of SPL and PMCB by VEDL to SRL; SPL, PMCB, MVPL and GSPPL will be amalgamated with Sesa Mining Corporation Limited (SMCL) which is a step down subsidiary of Vedanta Limited. The scheme for amalgamation shall be subject to approval of the National Company Law Tribunal (Tamil Nadu and Bombay (Goa Bench)).

The disclosures required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed herewith as Annexure-A1 and A2 for the sale of shares and amalgamation respectively. – Exhibit 99.1

 

2.

Acquisition of 26% of equity shares of Facor Power Limited (FPL) and subsequent amalgamation of FPL with Ferro Alloys Corporation Limited (FACOR) under Sections 230-232 of the Companies Act, 2013

The Board has approved the amalgamation of Facor Power Limited (FPL), subsidiary of Ferro Alloys Corporation Limited (FACOR), with FACOR which is a wholly-owned subsidiary of the Company. Pursuant to the amalgamation, FACOR would be the only resultant entity. It is further proposed that the Company will be acquiring 26% equity of FPL from FACOR.

The disclosures required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed herewith as Annexure-B1 and B2 for amalgamation and acquisition of shares respectively. Exhibit 99.2

Exhibit 99.1: Annexure-A1 and A2 for the sale of shares and amalgamation respectively.

Exhibit 99.2: Annexure -B1 and B2 for amalgamation and acquisition of shares respectively


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 26, 2021     VEDANTA LIMITED
    By:  

/s/ Prerna Halwasiya

    Name:   Prerna Halwasiya
    Title:   Company Secretary & Compliance Officer

EX-99.1

Exhibit 99.1

Annexure-A1

Disclosure regarding the sale of the equity holding of the Company in its wholly-owned subsidiaries, namely, Sterlite Ports Limited (SPL) and Paradip Multi Cargo Berth Private Limited (PMCB), to Sesa Resources Limited (SRL), which is also a wholly-owned subsidiary of the Company:

 

    

Subsidiaries

  

Sterlite Ports Limited (SPL)
(Subsidiary to be sold)

  

Paradip Multi Cargo Berth
Private Limited (PMCB)
(Subsidiary to be sold)

  

Sesa Resources Limited

(SRL) (Buyer)

a.    The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year;
   Revenue of entity (INR in Crores)    0    0    11
   Net Worth of entity (INR in Crores)    -5    -2    10
   % of Revenue    0.00%    0.00%    0.01%
   % of Net Worth    -0.02%    -0.01%    0.03%
b.    Date on which the agreement for sale has been entered into;    Shall be entered within 2-3 weeks.    Shall be entered within 2-3 weeks.    Shall be entered within 2-3 weeks.
c.    The expected date of completion of sale/disposal;   

Before July 31, 2021 or subject to completion of the conditions of the

Share Purchase Agreement.

   Before July 31, 2021 or subject to completion of the conditions of the Share Purchase Agreement.    Before July 31, 2021 or subject to completion of the conditions of the Share Purchase Agreement.
d.    Consideration received from such sale/disposal;    INR 16.26 Crores based on the valuation report of an Independent Valuer.    INR 1 based on the valuation report of an Independent Valuer.    -
e.    Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/ group companies. If yes, details thereof;    -    -    SRL is a wholly-owned subsidiary of Vedanta Limited and is into mining activity.
f.    Whether the transaction would fall within related party transactions? If yes, whether the same is done at ‘arm’s length’;    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.
g.   

Additionally, in case of a slump sale, indicative disclosures

provided for merger/

amalgamation shall be disclosed by the listed entity with respect to such slump sale;

   Not Applicable.    Not Applicable.    Not Applicable.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


    

Subsidiaries

  

Sterlite Ports Limited (SPL)
(Subsidiary to be sold)

  

Paradip Multi Cargo Berth
Private Limited (PMCB)
(Subsidiary to be sold)

  

Sesa Resources Limited

(SRL) (Buyer)

h.    Details and reasons for restructuring;    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.
i.    Quantitative and/or qualitative effect of restructuring;    Simplification of structure.    Simplification of structure.    Simplification of structure.
j.    Details of benefit, if any, to the promoter/ promoter group/ group companies from such proposed restructuring;    Not Applicable.    Not Applicable.    Not Applicable.
k.    Brief details of change in shareholding pattern (if any) of all entities.    SPL will cease to be a direct subsidiary of Vedanta Limited.    PMCB will cease to be a direct subsidiary of Vedanta Limited.    SPL and PMCB will become wholly-owned subsidiaries of SRL.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


Annexure-A2

Disclosure regarding amalgamation of Sterlite Ports Limited, Paradip Multi Cargo Berth Private Limited, Maritime Ventures Private Ltd, and Goa Sea Port Private Limited, which will become indirect subsidiaries of Vedanta Limited, with Sesa Mining Corporation Limited which is a step-down subsidiary of Vedanta Limited. The scheme for amalgamation shall be subject to approval of the National Company Law Tribunal (Tamil Nadu and Bombay (Goa Bench).

 

    

Subsidiaries

  

Sterlite Ports Limited

(SPL) (Transferor
company)

  

Paradip Multi Cargo
Berth Private Limited

(PMCB) (Transferor
company)

  

Maritime Ventures
Private Limited)
(MVPL) (Transferor
company)

  

Goa Sea Port Private
Limited (GSPPL)
(Transferor
company)

  

Sesa Mining
Corporation Limited
(SMCL) (Transferee
company)

a.    The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year;
   Revenue of entity (INR in Crores)    0    0    42.35    0    145.42
   Net Worth of entity (INR in Crores)    -5    -2    19.85    -3.33    -164.28
   % of Revenue    0.00%    0.00%    0.11%    0    0.39%
   % of Net Worth    -0.02%    -0.01%    0.03%    -0.00    -0.21%
b.    Date on which the agreement for sale has been entered into;    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.
c.    The expected date of completion of sale/disposal;    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.
d.    Consideration received from such sale/ disposal;    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.
e.    Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/ group companies. If yes, details thereof;    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


    

Subsidiaries

  

Sterlite Ports Limited

(SPL) (Transferor
company)

  

Paradip Multi Cargo
Berth Private Limited

(PMCB) (Transferor
company)

  

Maritime Ventures
Private Limited)
(MVPL) (Transferor
company)

  

Goa Sea Port Private
Limited (GSPPL)
(Transferor
company)

  

Sesa Mining
Corporation Limited
(SMCL) (Transferee
company)

f.    Whether the transaction would fall within related party transactions? If yes, whether the same is done at ‘arm’s length’;    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.
g.   

Additionally, in case of a slump sale, indicative disclosures

provided for merger/

amalgamation shall bedisclosed by the listed entity with respect to such slump sale;

   Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.    Not Applicable.
h.    Details and reasons for restructuring;    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.    Simplification of structure and bringing related business entities below SRL.
i.    Quantitative and/or qualitative effect of restructuring;    Simplification of structure.    Simplification of structure.    Simplification of structure.    Simplification of structure.    Simplification of structure.
j.    Details of benefit, if any, to the promoter/ promoter group/ group companies from such proposed restructuring;    Simplification of structure.    Simplification of structure.    Simplification of structure.    Simplification of structure.    Simplification of structure.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


    

Subsidiaries

  

Sterlite Ports Limited

(SPL) (Transferor
company)

  

Paradip Multi Cargo
Berth Private Limited

(PMCB) (Transferor
company)

  

Maritime Ventures
Private Limited)
(MVPL) (Transferor
company)

  

Goa Sea Port Private
Limited (GSPPL)
(Transferor
company)

  

Sesa Mining
Corporation Limited
(SMCL) (Transferee
company)

k.    Brief details of change in shareholding pattern (if any) of all entities.    SPL will merge into SMCL and shall cease to exit    PMCB will merge into SMCL and cease to exist    MVPL will merge into SMCL and shall cease to exist    GSPPL will merge into SMCL and shall cease to exist.    SMCL will issue additional shares to SRL pursuant to the scheme of amalgamation of SPL, PMCB, MVPL and GSPPL into SMCL, as per the share exchange ratio to be determined by an independent valuer.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


EX-99.2

Exhibit 99.2

Annexure-B1

Disclosure with respect to amalgamation of FPL into FACOR

 

    

Subsidiaries

  

Facor Power Limited (FPL)

  

Ferro Alloys Corporation Limited (FACOR)

a.    The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year;
   Revenue of entity (INR in Crores)    122.23    503.30
   Net Worth of entity (INR in Crores)    (665.02)    377.48
   % of Revenue    0.3    1.4
   % of Net Worth    -    0.5
b.    Date on which the agreement for sale has been entered into;    Not Applicable.    Not Applicable.
c.    The expected date of completion of sale/disposal;    Not Applicable.    Not Applicable.
d.    Consideration received from such sale/disposal;    Not Applicable.    Not Applicable.
e.    Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/ group companies. If yes, details thereof;    Not Applicable.    Not Applicable.
f.    Whether the transaction would fall within related party transactions? If yes, whether the same is done at ‘arm’s length’;    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.
g.    Additionally, in case of a slump sale, indicative disclosures provided for merger/ amalgamation shall be disclosed by the listed entity with respect to such slump sale;    Not Applicable.    Not Applicable.
h.    Details and reasons for restructuring;    Simplification of structure and bringing related business entities below FACOR.    Simplification of structure and bringing related business entities below FACOR.
i.    Quantitative and/or qualitative effect of restructuring;    Simplification of structure.    Simplification of structure.
j.    Details of benefit, if any, to the promoter/ promoter group/ group companies from such proposed restructuring;    Simplification of structure.    Simplification of structure.
k.    Brief details of change in shareholding pattern (if any) of all entities.    FPL will merger into FACOR and shall cease to exist   

FPL will merger into FACOR and shall cease to exist.

 

FACOR will be under Vedanta Limited as it is with no step-down subsidiary.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


Annexure-B2

Disclosure with respect to acquisition of 26% of equity shares of FPL by the Company from FACOR

 

    

Subsidiaries

  

Facor Power Limited (FPL)

  

Ferro Alloys Corporation Limited
(FACOR) (Seller)

  

Vedanta Limited (VEDL)

(Buyer)

a.    The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year;
   Revenue of entity (INR in Crores)    122.23    503.30    37120
   Net Worth of entity (INR in Crores)    (665.02)    377.48    76790
   % of Revenue    0.3    1.4    100%
   % of Net Worth    -    0.5    100%
b.    Date on which the agreement for sale has been entered;    -    Shall be entered within 2-3 weeks    Shall be entered within 2-3 weeks
c.    The expected date of completion of sale/disposal;    -    Before August 7, 2021 or subject to completion of the conditions of the Share Purchase Agreement.    Before August 7, 2021 or subject to completion of the conditions of the Share Purchase Agreement.
d.    Consideration received from such sale/disposal;    -    INR 0.01 based on the valuation report of an Independent Valuer.    INR 0.01 based on the valuation report of an Independent Valuer.
e.    Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/ group companies. If yes, details thereof;    Not Applicable.    Not Applicable.    Vedanta Limited is direct holding Company of FACOR and holds 100% of its shares.
f.    Whether the transaction would fall within related party transactions? If yes, whether the same is done at ‘arm’s length’;    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.    Yes, the transaction would be a Related Party Transaction and would be at arm’s length.
g.    Additionally, in case of a slump sale, indicative disclosures provided for merger/ amalgamation shall be disclosed by the listed entity with respect to such slump sale;    Not Applicable.    Not Applicable.    Not Applicable.
h.    Details and reasons for restructuring;    Not Applicable.    Not Applicable.    Not Applicable.

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394


    

Subsidiaries

  

Facor Power Limited (FPL)

  

Ferro Alloys Corporation Limited
(FACOR) (Seller)

  

Vedanta Limited (VEDL)

(Buyer)

i.    Quantitative and/or qualitative effect of restructuring;    Not Applicable.    Not Applicable.    Not Applicable.
j.    Details of benefit, if any, to the promoter/ promoter group/ group companies from such proposed restructuring;    Not Applicable.    Not Applicable.    Not Applicable.
k.    Brief details of change in shareholding pattern (if any) of all entities.    FACOR currently holds 90% shares in FPL. Post-sale of 26% equity, FACOR will hold 64% shares in FPL and VEDL will hold 26% equity in FPL    FACOR currently holds 90% shares in FPL. Post-sale of 26% equity, FACOR will hold 64% shares in FPL    FACOR currently holds 90% shares in FPL. Post-sale of 26% equity, FACOR will hold 64% shares in FPL and VEDL will hold 26& equity in FPL

 

VEDANTA LIMITED

REGISTERED OFFICE: Vedanta Limited, 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East),

Mumbai - 400093, Maharashtra, India | T +91 22 6643 4500 | F +91 22 6643 4530

CIN: L13209MH1965PLC291394