o Rule 13d-1(b) | ||
o Rule 13d-1(c) | ||
þ Rule 13d-1(d) |
CUSIP No. |
859737207 |
Page | 2 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Vedanta Resources plc |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC |
CUSIP No. |
859737207 |
Page | 3 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Vedanta Resources Holdings Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC |
CUSIP No. |
859737207 |
Page | 4 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Twin Star Holdings Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Mauritius | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC |
CUSIP No. |
859737207 |
Page | 5 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Volcan Investments Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Bahamas | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
859737207 |
Page | 6 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Anil Agarwal Discretionary Trust |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Bahamas | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
859737207 |
Page | 7 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Onclave PTC Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Bahamas | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
859737207 |
Page | 8 |
of | 13 |
1 | NAMES OF REPORTING PERSONS Anil Agarwal |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
India | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,939,086,376 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,939,086,376 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,939,086,376 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
57.69*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Item 1(a). | Name of Issuer: | ||||
Sterlite Industries (India) Limited (the Company) | |||||
Item 1(b). | Address of Issuers Principal Executive Offices: | ||||
Vedanta, 75 Nehru Road Vile Parle (East) Mumbai, Maharashtra 400 099 India |
|||||
Item 2(a). | Name of Person Filing: | ||||
Vedanta Resources plc (Vedanta) Vedanta Resources Holdings Limited (VRHL) Twin Star Holdings Limited (Twin Star) Volcan Investments Limited (Volcan) Anil Agarwal Discretionary Trust (the Trust) Onclave PTC Limited (Onclave) Mr. Anil Agarwal |
|||||
Item 2(b). | Address of Principal Business Office or, if none, Residence: | ||||
The address of the principal business office of Vedanta and VRHL is 16 Berkeley Street, 5th Floor, London W1J 8DZ, United Kingdom. The address of the principal business office of Volcan, the Trust and Onclave is Loyalist Plaza, Don Mackay Boulevard, P.O. Box AB-20377, Marsh Harbour, Abaco, Bahamas. The address of the principal business office of Mr. Anil Agarwal is 42 Hill Street, London W1J 5NU, United Kingdom. The address of the principal business office of Twin Star is c/o Multiconsult Limited, Rogers Mose, 5 President John Kennedy Street, Port Louis, Mauritius. | |||||
Item 2(c). | Citizenship: | ||||
Each of Vedanta and VRHL is a corporation organized under the laws of the United Kingdom. Twin Star is a corporation organized under the laws of Mauritius. Each of Volcan and Onclave is a corporation and the Trust is a private trust organized under the laws of The Bahamas. Mr. Anil Agarwal is a citizen of the Republic of India. | |||||
Item 2(d). | Title of Class of Securities: | ||||
Equity shares, par value Rs. 1 per equity share (Equity Shares) | |||||
Item 2(e). | CUSIP Number: | ||||
859737207 | |||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
(j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |||
(k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |||
Item 4. | Ownership. | ||||
As of December 31, 2010, Vedanta had beneficial ownership of 1,939,086,376 Equity Shares, consisting of 1,671,144,924 Equity Shares and 41,371,963 ADSs held by Twin Star and 102,453,600 Equity Shares held by The Madras Aluminium Company Limited, a company organized under the laws of the Republic of India (MALCO). Twin Star is the owner of 94.5% of the outstanding shares of MALCO and is a controlling shareholder of MALCO. Therefore, the shares of the Company beneficially owned by MALCO are also deemed to be beneficially owned by Twin Star. Twin Star is a wholly-owned subsidiary of VRHL, and VRHL is in turn a wholly-owned subsidiary of Vedanta; accordingly, the shares of the Company beneficially owned by Twin Star may be regarded as being beneficially owned by VRHL and Vedanta. One American Depositary Share (ADS) represents four (4) Equity Shares. | |||||
As of December 31, 2010, Volcan owned 55.18% of the issued and outstanding shares of Vedanta. However, Volcan has effective control over 61.66% of the voting rights in Vedanta*. Volcan is 100% owned and controlled by the Trust. Onclave is the trustee of the Trust and controls all voting and investment decisions of the Trust. As a result, securities beneficially owned by Volcan may be regarded as being beneficially owned by the Trust and, in turn, by Onclave. 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 the Non-Executive Chairman of the Company, as protector of the Trust, may be deemed to have deemed beneficial ownership of securities that are beneficially owned by the Trust. |
* | As of December 31, 2010, Vedantas issued share capital included 296,295,043 ordinary shares of par value US$0.1 each, of which 265,183,232 carry voting rights. Of the 31,111,811 ordinary shares that do not carry voting rights (i) 22,502,483 ordinary shares are held in treasury by Vedanta, (ii)1,704,333 ordinary shares were purchased under Vedantas buyback program by an independent company, Gorey Investments Limited (Gorey) and Gorey has undertaken not to vote on these shares; these shares purchased by Gorey are treated in the consolidated accounts of Vedanta as treasury shares, and (iii) 6,904,995 ordinary shares were issued upon the conversion of certain convertible bonds issued by one of Vedantas subsidiaries; these 6,904,995 ordinary shares are held through a global depositary receipt and, as a result, carry no voting rights. |
Vedanta, Volcan, the Trust, Onclave and Mr. Anil Agarwal are parties to a relationship agreement (the Relationship Agreement) that regulates the ongoing relationship between them. As a result of the Relationship Agreement, Volcan, the Trust, Onclave and Mr. Anil Agarwal disclaim beneficial ownership of the shares of the Company beneficially owned by Vedanta. | ||||||
(a) | Amount beneficially owned: 1,939,086,376* | |||||
(b) | Percent of class: 57.69*% | |||||
(c) | Number of shares as to which the person has: | |||||
(i) | Sole power to vote or to direct the vote: 0 | |||||
(ii) | Shared power to vote or to direct the vote: 1,939,086,376* | |||||
(iii) | Sole power to dispose or to direct the disposition of: 0 | |||||
(iv) | Shared power to dispose or to direct the disposition of: 1,939,086,376* | |||||
* | As a result of the Relationship Agreement, beneficial ownership of these shares is disclaimed by Volcan, the Trust, Onclave and Mr. Anil Agarwal except to the extent of their respective pecuniary interests, if any, therein. | |||||
Item 5. | Ownership of Five Percent or Less of a Class. | |||||
Not Applicable. | ||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Equity Shares. | ||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |||||
See Item 4. | ||||||
Item 8. | Identification and Classification of Members of the Group. | |||||
Not Applicable. | ||||||
Item 9. | Notice of Dissolution of Group. | |||||
Not Applicable. | ||||||
Item 10. | Certification. | |||||
Not Applicable. |
Dated: February 14, 2011 | VEDANTA RESOURCES PLC |
|||
By: | /s/ M.S. Mehta | |||
Name: | M.S. Mehta | |||
Title: | Chief Executive | |||
Dated: February 14, 2011 | VEDANTA RESOURCES HOLDINGS LIMITED |
|||
By: | /s/ M.S. Mehta | |||
Name: | M.S. Mehta | |||
Title: | Director | |||
Dated: February 14, 2011 | TWIN STAR HOLDINGS LIMITED |
|||
By: | /s/ Tarun Jain | |||
Name: | Tarun Jain | |||
Title: | Director | |||
Dated: February 14, 2011 | VOLCAN INVESTMENTS LIMITED |
|||
By: | /s/ E. Isaac Collie | |||
Name: | E. Isaac Collie | |||
Title: | Director | |||
Dated: February 14, 2011 | ANIL AGARWAL DISCRETIONARY TRUST |
|||
By: | /s/ E. Isaac Collie | |||
Name: | E. Isaac Collie | |||
Title: | Trustee | |||
Dated: February 14, 2011 | ONCLAVE PTC LIMITED |
|||
By: | /s/ E. Isaac Collie | |||
Name: | E. Isaac Collie | |||
Title: | Director | |||
Dated: February 14, 2011 | ANIL AGARWAL |
|||
/s/ Anil Agarwal | ||||
Exhibit A | Joint Filing Agreement, dated February 14, 2008, between Vedanta, VRHL, Twin Star, Volcan, Anil Agarwal Discretionary Trust, Onclave PTC Limited and Mr. Anil Agarwal (filed with Statement on Schedule 13G filed on February 14, 2008 by Vedanta, VRHL, Twin Star, Volcan, Anil Agarwal Discretionary Trust, Onclave PTC Limited and Mr. Anil Agarwal). |