VEDANTA ALUMINA LIMITED 

ANNUAL REPORT 2003-2004

DIRECTORS' REPORT

To 
the Members,

Vedanta Alumina Limited

The Directors have pleasure in presenting the Third Annual Report  together 
with the Audited Accounts for the year ended 31st March, 2004.

COMMENCEMENT OF NEW BUSINESS

As authorised by the members at the Extra ordinary General Meeting held  on 
13th  October, 2003 the objects clause of the Company has been  altered  to 
include the business related to non ferrous metals, alloys, alumina and its 
process.  Consequent  to the change in the objects clause the  Company  has 
commenced implementation of 1 million tonne per annum alumina refinery with 
an  associated  125  MW captive power plant in the  Lanjigarh  District  of 
Orissa. A memorandum of understanding has been entered with the  Government 
of Orissa and Orissa Mining Corporation for land for the alumina  refinery, 
captive   power  plant  and  to  establish  bauxite-mining  facilities   at 
Lanjigarh,  where bauxite reserves are estimated at 72 million tonnes.  The 
refinery and power plant is expected to be commissioned by in 2006.

CHANGE OF NAME

In  view  of  the. change in business of the Company and  to  identify  the 
Company  with its parent Holding Company, the name of the Company has  been 
changed from Sterlite Transmission Limited to Vedanta Alumina Limited after 
requisite approvals.

FINANCIALS

During  the year the Company has spent Rs. 41.19 million on  its  Lanjigarh 
Alumina, project, which has been transferred to Capital work-in progress.

DIRECTORS' RESPONSIBILITY STATEMENT

As  required  under Section 217 of the Companies Act, 1956,  the  Directors 
hereby confirm that

1.  In  the  preparation  of the  Annual  Accounts,  applicable  Accounting 
Standards  have  been followed along with proper  explanation  relating  to 
material departures:

2.  Selected accounting policies were applied consistently. Reasonable  and 
prudent judgment and estimates were made to give true and fair view of  the 
state  of  affairs  of  the  Company as at 31st  March.  2004  and  of  the 
profit/loss for the year ended on that date.

3.  Proper  and sufficient care has been taken  in  maintaining  accounting 
records  in accordance with the provisions of the Companies Act.  1956  for 
safeguarding  the  assets of the Company and for preventing  and  detecting 
fraud and other irregularities.

4. The Annual Accounts of the company have been prepared on a going concern 
basis.

DIRECTORS

During  the  year  Mr. Tarun Jain and Mr. K. K.  Kaura  were  appointed  as 
Additional Directors of the Company and they hold office till the ensuing

Annual  General  Meeting of the Company. Notices a/s 257 of  the  Companies 
Act,  1956  has been received from a shareholder proposing  to  appoint  Mr 
Tarun  Jain  and Mr. K. Kaura as Directors of the Company  at  the  ensuing 
Annual General Meeting.

During  the year Mr. Pravin Agarwal, resigned as Director of  the  Company. 
The Directors place on record their appreciation for the services  rendered 
by Mr. Pravin Agarwal during his tenure as Director of the Company.

Mr.  Navin  Agarwal,  Director retires by rotation at  the  ensuing  Annual 
General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

During  the year M/s. Deloitte Haskins & Sells, Chartered Accountants  were 
appointed  as Auditors of the Company in place of the  erstwhile  auditors, 
M/s. B.N. Kedia & Co., Chartered Accountants.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

A. Conservation of energy technology absorption, foreign exchange  earnings 
and outgo:

The Company is in the process of setting up it alumina refinery project and 
its  present  operations  do  not  involve  consumption  of  energy  of   a 
significant level. No technology has been implemented in the project of the 
Company and as such no steps have been taken for absorption of technology.

There  have been no Foreign Exchange earnings by the Company.  The  foreign 
exchange used during the year is Rs.404.39 million.

B. Particulars of Employees

No  employees  of the category mentioned in the Companies  (Particulars  of 
Employees) Rules, 1975 are employed in the Company.

ACKNOWLEDGEMENT

Your  Directors acknowledge the co-operation and assistance  received  from 
the  Central and State Governments and various departments and banks.  Your 
Directors  also  place  on  record their  appreciation  for  the  dedicated 
services  being rendered by all the staff and workforce of the  Company  in 
the implementation of the project of the Company.

                              For and on behalf of the Board of Directors

                              Navin Agarwal 	       Tarun Jain
                              Director	               Director

Place : Mumbai
Date  : June 11, 2004