Vedanta 6K Current report | VEDL 6 Oct 20

Exhibit 99.2

Independent Auditor’s Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to

The Board of Directors

Vedanta Limited

We have reviewed the accompanying statement of unaudited standalone financial results of Vedanta Limited (the “Company”) for the quarter ended June 30, 2020 and year to date from April 1, 2020 to June 30, 2020 (the “Statement”) attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

This Statement, which is the responsibility of the Company’s Management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Company’s wholly owned overseas subsidiaries have committed to provide loans and guarantee to its parent company (including its subsidiaries) aggregating to USD 1.05 billion (approximately Rs. 7,905 crore), which have been partly utilized by June 30, 2020. Owing to inherent uncertainties caused by the fact that the parent company has reported a material uncertainty relating to its going concern and a funding shortfall in a plausible downside case, in its most recent financial statements for the year ended March 31, 2020, we are unable to comment whether adjustments, if any, are required to be made to the accompanying financial results, to record any impairment in the carrying value of the investments the Company has in these subsidiaries on account of the existence of such balances and guarantees in the books of these subsidiaries as required by Ind AS-109 and providing the related disclosures.

Qualified conclusion

Based on our review conducted and procedures performed as stated in paragraph 3 above, except for the possible effects of our observations in paragraph 4, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Emphasis of matter

6.	We draw attention to:

Note 5 of the accompanying standalone financial results which describes the uncertainty arising out of the demands that have been raised on the Company, with respect to government’s share of profit oil by the Director General of Hydrocarbons. Further, one of the pre-conditions for the extension of the Production Sharing Contract (PSC) for the Rajasthan oil block is the settlement of these demands. The Company, believes it is in compliance with the necessary conditions to secure an extension of this PSC, and based on the legal advice believes that the demands are untenable and hence no provision is required in respect of these demands.

Note 11 of the accompanying standalone financial results which, describes the uncertainties related to Covid-19 and its consequential effects on the affairs of the Company.

Our conclusion is not modified in respect of these matters.

Other matter

We did not audit the financial results and other financial information, in respect of an unincorporated joint venture not operated by the Company, whose Ind AS financial results include total assets of Rs 140 crore as at June 30, 2020. The Ind AS financial results and other financial information of the said unincorporated joint venture not operated by the Company have not been audited and such unaudited financial results and other unaudited financial information have been furnished to us by the management and our report on the Ind AS financial statements of the Company, in so far as it relates to the amounts and disclosures included in respect of the said unincorporated joint venture, is based solely on such unaudited information furnished to us by the management. In our opinion and according to the information and explanations given to us by the Management, these financial results and other financial information of joint venture, is not material to the Company. Our opinion on the Statement is not modified in respect of this matter

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm registration number: 301003E/E300005

per Sudhir Soni

Partner

Membership No.: 41870

Place: Mumbai

Date : October 03, 2020

Independent Auditor’s Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to

The Board of Directors

Vedanta Limited

We have reviewed the accompanying Statement of unaudited Consolidated Financial Results of Vedanta Limited (the “Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and joint ventures for the quarter ended June 30, 2020 and year to date from April 1, 2020 to June 30, 2020 (the “Statement”) attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the “Listing Regulations”).

This Statement, which is the responsibility of the Holding Company’s Management and approved by the Holding Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 (the “Circular”) issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable

4.	The Statement includes the results of the entities as mentioned in Annexure I.

During the current quarter, the Company’s wholly owned overseas subsidiaries have committed to provide loans and guarantee to its parent company (including its subsidiaries) aggregating to USD 1.05 billion (approximately Rs. 7,905 crore), which have been partly utilized by June 30, 2020. Owing to the inherent uncertainties caused by the fact that the parent company has reported a material uncertainty relating to its going concern and a funding shortfall in a plausible downside case, in its most recent financial statements for the year ended March 31, 2020, we are unable to comment on whether adjustments, if any, are required to be made to the accompanying financial results for recording the aforementioned transactions initially at fair value as required under Ind AS 109 and providing the related disclosures.

Qualified conclusion

Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 8 and 9 below, except for the possible effects of our observations in paragraph 5 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standard specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Emphasis of matter

7.	We draw attention to:

Note 4 of the accompanying standalone financial results which describes the uncertainty arising out of the demands that have been raised on the Company, with respect to government’s share of profit oil by the Director General of Hydrocarbons. Further, one of the pre-conditions for the extension of the Production Sharing Contract (PSC) for the Rajasthan oil block is the settlement of these demands. The Company, believes it is in compliance with the necessary conditions to secure an extension of this PSC, and based on the legal advice believes that the demands are untenable and hence no provision is required in respect of these demands.

Note 9 of the accompanying standalone financial results which, describes the uncertainties related to Covid-19 and its consequential effects on the affairs of the Company.

Our conclusion is not modified in respect of these matters.

Other matters

8.	The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of:

•

8 subsidiaries, whose unaudited interim financial results include total assets of Rs 13,992 Crores as at June 30, 2020, total revenues of Rs 1,400 Crores and Rs 15 Crore, total net loss after tax of Rs. 15 Crores, total comprehensive loss of Rs. 15 Crores, for the quarter ended June 30, 2020, as considered in the Statement which have been reviewed by their respective independent auditors.

•

1 associate, whose unaudited interim financial results include Group’s share of net profit of Rs. Nil and Group’s share of total comprehensive income of Rs. Nil for the quarter ended June 30, 2020 and for the period from April 01, 2020 to June 30, 2020 respectively, as considered in the Statement whose interim financial results, other financial information have been reviewed by their respective independent auditors.

The independent auditor’s reports on interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and associates is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

Certain of these subsidiaries and associates are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company’s management has converted the financial results of such subsidiaries and associates located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company’s management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries and associates located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us.

10.	The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of:

•

9 subsidiaries, whose interim financial results and other financial information reflect total assets of Rs 5,625 Crores as at June 30, 2020, and total revenues of Rs 51 Crores, total net loss after tax of Rs. 98 Crores, total comprehensive loss of Rs. 98 Crores, for the quarter ended June 30, 2020 as considered in the Consolidated financial results;

•

1 associate and 3 joint ventures, whose interim financial results includes the Group’s share of net profit of Rs. Nil and Group’s share of total comprehensive income of Rs. Nil for the quarter ended June 30, 2020 and for the period ended on that date respectively;

•

1 unincorporated joint venture not operated by the Group; whose financial statements includes the Group’s share of total assets of Rs. 140 crores as at June 30, 2020

as considered in the Statement whose interim financial results and other financial information have not been reviewed by their auditor(s).

These unaudited interim financial results and other unaudited financial information have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, joint ventures and joint operations and associates, is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 8, 9 and 10 above is not modified with respect to our reliance on the work done and the reports of the other auditors and the financial results certified by the Management.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm registration number: 301003E/E300005

per Sudhir Soni

Partner

Membership No.: 41870

Place: Mumbai

Date: October 3, 2020

Annexure 1 to our report dated October 3, 2020 on the consolidated financial results of Vedanta Limited for quarter ended June 30, 2020

List of subsidiaries/associates/ joint ventures

Subsidiaries


S. No.		Name
1		Bharat Aluminium Company Limited (BALCO)
2		Copper Mines of Tasmania Pty Limited (CMT)
3		Fujairah Gold FZE
4		Hindustan Zinc Limited (HZL)
5		Monte Cello BV (MCBV)
6		Sesa Resources Limited (SRL)
7		Sesa Mining Corporation Limited
8		Thalanga Copper Mines Pty Limited (TCM)
9		MALCO Energy Limited (MEL)
10		Lakomasko B.V.
11		THL Zinc Ventures Limited
12		THL Zinc Limited
13		Sterlite (USA) Inc.
14		Talwandi Sabo Power Limited
15		THL Zinc Namibia Holdings (Pty) Limited (VNHL)
16		Skorpion Zinc (Pty) Limited (SZPL)
17		Namzinc (Pty) Limited (SZ)
18		Skorpion Mining Company (Pty) Limited (NZ)
19		Amica Guesthouse (Pty) Ltd
20		Rosh Pinah Healthcare (Pty) Ltd
21		Black Mountain Mining (Pty) Ltd
22		THL Zinc Holding BV
23		Vedanta Lisheen Holdings Limited (VLHL)
24		Vedanta Exploration Ireland Limited
25		Vedanta Lisheen Mining Limited (VLML)
26		Killoran Lisheen Mining Limited
27		Killoran Lisheen Finance Limited
28		Lisheen Milling Limited
29		Vizag General Cargo Berth Private Limited
30		Paradip Multi Cargo Berth Private Limited
31		Sterlite Ports Limited (SPL)
32		Maritime Ventures Private Limited
33		Goa Sea Port Private Limited
34		Bloom Fountain Limited (BFM)
35		Western Cluster Limited
36		Cairn India Holdings Limited
37		Cairn Energy Hydrocarbons Ltd
38		Cairn Exploration (No. 2) Limited
39		Cairn Energy Gujarat Block 1 Limited
40		Cairn Energy Discovery Limited
41		Cairn Energy India Pty Limited
42		CIG Mauritius Holdings Private Limited
43		CIG Mauritius Private Limited
44		Cairn Lanka Private Limited


S. No.		Name
45		Cairn South Africa Pty Limited
46		Vedanta ESOS Trust
47		Avanstrate (Japan) Inc. (ASI)
48		Avanstrate (Korea) Inc
49		Avanstrate (Taiwan) Inc
50		Electrosteel Steels Limited
51		Lisheen Mine Partnership
52		Vedanta Star Limited (Merged with Electrosteel Steel Limited during the year)

Associates


S. No.		Name
1		RoshSkor Township (Proprietary) Limited
2		Gaurav Overseas Private Limited

Joint Ventures


S. No.		Name
1		Goa Maritime Private Limited
2		Rampia Coal Mines and Energy Private limited
3		Madanpur South Coal Company Limited

Vedanta (VEDL) 6-KCurrent report (foreign)