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JSW Energy Ltd.

BSE: 533148 Sector: Infrastructure
NSE: JSWENERGY ISIN Code: INE121E01018
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OPEN 63.65
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VOLUME 550537
52-Week high 83.40
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P/E 491.92
Mkt Cap.(Rs cr) 10,488
Buy Price 0.00
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Sell Price 63.95
Sell Qty 57.00
OPEN 63.65
CLOSE 64.25
VOLUME 550537
52-Week high 83.40
52-Week low 53.50
P/E 491.92
Mkt Cap.(Rs cr) 10,488
Buy Price 0.00
Buy Qty 0.00
Sell Price 63.95
Sell Qty 57.00

JSW Energy Ltd. (JSWENERGY) - Director Report

Company director report

To the Shareholders

Your Directors are pleased to present the Twenty Third Annual Report and the auditedFinancial Statements of your Company for the year ended on 31st March 2017.

1. Financial performance

The financial performance of the Company for the year ended 31 st March2017 is summarized as below:

(Rs. crore)

Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Total Income 4369.52 6260.71 8480.43 10059.60
Profit before Interest Depreciation Tax and Exceptional items 1233.82 2560.68 3541.36 4261.23
Finance Cost 533.04 644.08 1684.75 1498.11
Depreciation and Amortisation expense 363.90 353.52 969.15 854.25
Share of Profit/(Loss) of an Associate/Joint venture - - 4.06 (42.34)
Exceptional items - - - (150.00)
Profit before Tax 336.88 1563.08 891.52 2016.53
Tax expense 142.13 381.01 269.01 556.26
Profit for the year Attributable to: Owners of the Company 194.75 1182.07 629.03 1447.36
Profit for the year Attributable to: Non-controlling interest - - (6.52) 12.91
Other Comprehensive Income 0.17 (1.58) 432.09 264.03
Total Comprehensive Income (attributable to owners of the company) 194.92 1180.49 1061.12 1711.39
Total Comprehensive Income (attributable to Non- - - (6.52) 12.91
controlling interest of the company)

2. Result of operations and the state of affairs:

Standalone

• The total revenue of the Company for fiscal 2017 stood at Rs.4369.52 crore asagainst Rs.6260.71 crore for fiscal 2016 showing a decrease of 30.21%.

• The EBIDTA (before exceptional items) decreased by 51.82% from Rs. 2560.68crore in fiscal 2016 to Rs.1233.82 crore in fiscal 2017.

• Profit for the year decreased by 83.52% from Rs.1182.07 crore in fiscal 2016 toRs. 194.75 crore in fiscal 2017.

• The net worth of the Company decreased to Rs.8393.56 crore at the end of fiscal2017 from Rs.8592.13 crore at the end of fiscal 2016.

• The net debt gearing of the Company was at 0.39 times as at the end of fiscal2017 compared to 0.56 times at the end of fiscal 2016.

Consolidated

• The consolidated EBIDTA (before exceptional items) decreased from Rs. 4261.23crore in fiscal 2016 to Rs.3541.36 crore in fiscal 2017 showing a decrease of 16.89%.

• The consolidated Profit for the year has also decreased from Rs. 1447.36 crorein fiscal 2016 to Rs.629.03 crore in fiscal 2017 showing an decrease of 56.54%.

• The consolidated net worth of your Company has increased from Rs. 9704.13 croreat the end of fiscal 2016 to Rs. 10368.46 crore in fiscal 2017.

• The consolidated net debt gearing of the Company is at 1.29 times as at end offiscal 2017 compared to 1.49 times in fiscal 2016.

As a part of the growth strategy the Company is continuously evaluating variousorganic (greenfield or brownfield) and inorganic opportunities with an aim to create adiversified and balanced portfolio both in terms of fuel mix as also off-takearrangements.

Please refer to the Management Discussion and Analysis section which forms a part ofthis Annual Report for details of the performance and operations review and the Company'sstrategies for growth.

3. Transfer to Reserves

The Company proposes to transfer an amount of Rs. 197.15 crore from the DebentureRedemption Reserve to Surplus. An amount of Rs.3844.04 crore is proposed to be retainedin the Surplus.

4. Dividend

Your Directors have recommended a Dividend of Rs.0.50 (5%) per share on 1640054795Equity Shares of Face Value of Rs.10/- each for FY 2016 - 17 [Rs.2/- per share (20%) inprevious year] subject to the approval of the Members at the ensuing 23rdAnnualGeneral Meeting. Together with the Dividend Distribution Tax the total outflow on accountof Dividend will be Rs.86.60 crore [Rs.386.32 crore in previous year].

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top 500 listed entities based on market capitalizationare required to formulate a Dividend Distribution Policy. The Board has approved andadopted a Dividend Distribution Policy which is attached as Annexure A and the same isavailable on the Company's Website www.jsw.in/investors/energy.

5. Financial Statements

The audited Standalone and Consolidated Financial Statements of the Company which forma part of this Annual Report have been prepared pursuant to Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 in accordance withthe provisions of the Companies Act 2013 the Indian Accounting Standard (IND AS-110) onConsolidated Financial Statements the Indian Accounting Standard (IND AS-28) onAccounting for Investments in Associates and Joint Ventures and Indian Accounting Standard(IND AS 111) on Joint Arrangements prescribed under Section 133 of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

6. Subsidiaries

The details of the direct subsidiary companies as at 31st March 2017 areas follows:

Domestic Subsidiaries

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL) is a wholly owned subsidiary of the Company. The powerplant commissioned in FY 2012-13 comprises of 8 lignite based units of 135 MW eachaggregating to 1080 MW. The Company has invested Rs. 1726.05 crore as equity in RWPL andadvanced Rs. 546.44 crore as loan to RWPL as at 31st March 2017.

RWPL sources lignite from Barmer Lignite Mining Company Limited (BLMCL) a jointventure between Rajasthan State Mines & Minerals Limited (RSMML) a Government ofRajasthan enterprise and RWPL and sells the entire power to the Rajasthan DistributionCompanies (‘Discoms') under a 30 year Power Purchase Agreement.

During the year RWPL achieved a Deemed Plant Load Factor of 84.35% and a Plant LoadFactor (PLF) of 70% with a gross generation of 6622 million units. It's net generation(after auxiliary consumption) of 5826 million units was sold to Rajasthan Discomsgenerating a total revenue of Rs. 2566.58 crore and a profit after tax of Rs. 289.14crore on a standalone basis and a profit after tax of Rs. 293.20 crore on consolidatedbasis during the FY 2016-17.

The tariff charged by RWPL is governed by Section 62 of the Electricity Act 2003 andis to be determined as per the regulation laid down by Rajasthan Electricity RegulatoryCommission (‘RERC'). RERC has granted Interim Tariff / Final Tariff based on whichRWPL has continued to raise its bills and recognise revenue in its books.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL was set up to develop lignite mines in two contiguous blocks viz. Kapurdi andJalipa in the District of Barmer in Rajasthan. RWPL has invested equity of Rs. 9.80 crorein BLMCL besides providing it unsecured subordinate debt of Rs. 546.44 crore as on 31stMarch2017. BLMCL has incurred project cost of Rs. 2069.59 crores as at 31stMarch2017 which is subject to audit.

BLMCL has the mining lease for Kapurdi and Jalipa Lignite mines. Pending development ofJalipa mining block Ministry of Environment Forests and Climate Change has approvedenhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years inSeptember 2014. BLMCL has achieved production of 6.01 million tonnes of lignite in FY2017 from Kapurdi mines. The Jalipa mine is expected to be developed by FY 2018. Duringthe year BLMCL supplied its entire lignite production from Kapurdi mines to meet thetotal requirements of RWPL's power plant.

The transfer price of lignite is determined by Rajasthan Electricity RegulatoryCommission (‘RERC'). While RERC has yet to approve the final transfer price which isunder review RERC has granted an Adhoc Interim transfer price based on which BLMCL hascontinued to raise its bills and recognise revenue in its books. The same is subject tothe final transfer price determined by RERC.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC a wholly owned subsidiary of the Company is engaged in power tradingactivities with a category "I" license the highest category power tradinglicense that is issued by Central Electricity Regulatory Commission (CERC) to trade inpower in the whole of India. JSWPTC trades in power procured from the Company and itsassociates as well as third party suppliers / generators. JSWPTC achieved total tradingvolume of 4077 million units generating a total revenue of Rs.1436.35 crore with lossafter tax of Rs.2.94 crore. Trading volume has reduced on account of JSWEL undertakingdirect sale of major quantum of power from its plants to customers. JSWPTC has alsoventured into supplying power directly to the industry from the Company's plants.

JSWPTC is a member of both the Power Exchanges namely India Energy Exchange Limited(IEX) and Power Exchange of India Limited (PXIL) and is actively engaged in trades forsale and purchase of power on the exchanges. JSWPTC also trades Renewable EnergyCertificates on the power exchanges to help meet the Renewable Purchase Obligation of theindustry.

C. Jaigad PowerTransco Limited (JPTL)

JPTL a 74:26 joint venture between the Company and Maharashtra State ElectricityTransmission Company Limited (MSETCL) a Government of Maharashtra enterprise was set upfor development of the transmission system as an integral part of Intra-state TransmissionSystem aimed at evacuation of power generated from the Company's 1200 MW Ratnagiri PowerPlant and also from other proposed projects in the region.

The Company has invested Rs.101.75 crore as equity contribution as at 31stMarch 2017 in JPTL.

JPTL was granted a transmission license to establish maintain and operate thetransmission system for 25 years by Maharashtra Electricity Regulatory Commission (MERC).JPTL is one of the few private players to have entered into development of transmissionsystem in the State of Maharashtra under the Public Private Partnership (PPP) model andhas demonstrated exceptional capabilities in terms of successfully executing andcommissioning the transmission project passing through difficult hilly terrain.

JPTL has complied with all regulatory requirements during the financial year under thetransmission license granted by MERC. MERC has approved the Petition for True up of AnnualRevenue Requirement for FY 2014-15 Annual Performance Review of FY 2015-16 and Multi YearTariff for the Control Period FY 2016-17 to FY 2019-20 of JPTL vide its order dated27thJune 2016.

JPTL has maintained a high availability of the transmission system at 98.86% for the FY2016-17. JPTL has generated total revenue of Rs.98.65 crore and net profit after tax ofRs.28.07 crore during the FY 2016-17. The Board of JPTL has declared a dividend of 30% forFY 2016-17.

D. Himachal Baspa Power Company Limited (HBPCL)

The strategic acquisition of the hydro-electric power plants at Karcham and Baspa in2015 marked the Company's foray in hydro power generation.

Karcham Plant

The Karcham plant is a 1000 MW (4X250 MW) run of the river hydro power plant locatedon river Sutlej in Kinnaur district of Himachal Pradesh. It has in-built capacity of 1091MW and design energy is 3577 MUs for 1000 MW capacity.

During the year ended 31 st March 2017 the Karcham plant achieved a PlantLoad Factor of 49.91% and generated 4343.86 million units (net). Out of the netgeneration it has sold 1996.55 million units to PTC India Limited under a long-termPower Purchase Agreement. 1826.05 million units has been sold to Indian Energy Exchange(IEX) and other buyers under short term agreements. The plant generated total revenue ofRs.1266.97 crore during the FY 2016-17.

Baspa Plant

The 300 MW (3X100 MW) Baspa plant is located on the river Baspa a tributary of riverSutlej in district Kinnaur Himachal Pradesh. The design energy of the plant is 1050 MUsfor 300 MW capacity.

During the year ended 31 st March 2017 the Baspa plant achieved a PlantLoad Factor of 51.09% and generated 1327.69 million units (net). Out of the netgeneration it has sold 1168.36 million units to Himachal Pradesh State Electricity BoardLimited and generated total revenue of Rs.214.40 crore during the FY 2016-17.

E. JSW Energy (Raigarh) Limited (JERL)

JERL a wholly owned subsidiary of the Company was incorporated for setting up a coalbased 1320 MW power plant in Raigarh District Chhattisgarh. A part of the land requiredfor the project has been acquired. Environment clearance has been obtained from theMinistry of Environment Forest and Climate Change. The Project Cost is estimated at Rs.6500 crore and is proposed to be financed with a debt equity ratio of 75:25.

The Company has invested Rs. 113.83 crore as equity contribution as at 31stMarch 2017.

F. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of the Company for taking up thebusiness pertaining to Renewable Energy. The Company has invested Rs. 0.05 crore as equitycontribution and advanced Rs. 4.08 crore as loan as at 31st March 2017.

G. JSW Energy (Kutehr) Limited (JEKL)

JEKL was incorporated as a wholly owned subsidiary of the Company as a SPV for thepurpose of pursuing the 240 MW Kutehr Hydro Project located on the upper reaches of riverRavi in district Chamba of Himachal Pradesh (‘HP')

The Company has invested Rs. 23.02 crore as equity contribution as at 31stMarch 2017.

Overseas Subsidiaries

H. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19 th April 2010 in Mauritius as a wholly ownedsubsidiary of your Company for overseas acquisition of coal assets.

It has downstream equity investment of Rs.38.90 crore in JSW Energy Natural ResourcesMauritius Limited (JENRML) and advanced Rs. 345.20 crore as loan as on 31stMarch2017 for acquiring and developing coal mining assets in South Africa.

JEMML has also invested Rs. 0.34 crore (including Share Application Money of Rs. 0.24crore) in the equity share capital of JSW Energy Natural Resources UK Limited (JENRUKL).The Company has equity investment of Rs.42.11 crore in JEMML and advanced Rs. 329.83 croreas loan as on 31st March 2017.

JEMML has invested a minimal amount (less than Rs.1 lac) in the equity of Minerals& Energy Swaziland Proprietary Limited (MESPL) and has advanced Rs.2.59 crore as loanto MESPL as on 31st March 2017.

I JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19 th April 2010 in Mauritius as a wholly ownedsubsidiary of JEMML for overseas acquisition of coal assets. It has downstream investmentof Rs. 38.64 crore in equity of JSW Energy Natural Resources South Africa (PTY) Limitedand advanced Rs. 344.70 crore as loan as on 31st March 2017.

J. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs.24.62 crore in acquiring equity of Royal BafokengCapital (Proprietary) Limited (RBC) and Rs.7.53 crore in acquiring equity of MainsailTrading 55 Proprietary Limited (Mainsail) wholly owned subsidiaries of JSWNRSAL. FurtherJSWNRSAL has invested an amount of Rs. 5.80 crore in equity of South African Coal MiningHoldings Limited (SACMH) and advanced Rs. 294.10 crore as loan to SACMH and itssubsidiaries as on 31st March 2017.

During the year Company has acquired 2.17% from minority shareholders against openoffer. The Company's effective shareholding in SACMH stands at about 69.44%.

K. South African Coal Mining Holdings Limited (SACMH)

SACMH is utilising its logistical and infrastructural assets to generate rental incometo offset the costs incurred while mining operations remain suspended.

The mines are presently under care and maintenance pending receipt of requisitelicences in the new Mining area. The effective shareholding of the Company in SACMH as at31st March 2017 stands at 69.44%.

L. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December 2010 in British Virgin Islands as awholly owned subsidiary of the Company for achieving the objective of overseas acquisitionof coal assets in Botswana. The Company had invested Rs.3.63 crore as equity in JENRBLwhich has been entirely provided for. JENRBL has been dissolved on 4th April2017.

M. JSW Energy Natural Resources UK Limited (JENRUKL)

JENRUKL was incorporated on 12th September 2013 in England United Kingdomas a wholly owned subsidiary of JEMML for overseas acquisition of coal assets.

JEMML had invested Rs.0.10 crore in its equity shares and Rs.0.24 crore is given asshare application money pending allocation.

N. Minerals & Energy Swaziland Proprietary Limited (MESPL)

MESPL was acquired on 4th September 2016 through JEMML acquiring 51% stakein MESPL's equity for setting up of power plant in the Kingdom of Swaziland.

JEMML has invested a minimal amount (less than Rs.1 lac) in its equity and advancedRs.2.59 crore as loan as on 31st March 2017.

7. Report on performance of Subsidiaries Associates and Joint Venture Companies

During the year under review your Company acquired 51% stake in Minerals & EnergySwaziland Proprietary Limited. No other company has become or ceased to be a subsidiaryassociate or joint venture of the Company during the year.

However JSW Energy (Toranagallu) Limited incorporated as a wholly owned subsidiary ofthe Company on 20th April 2015 that had applied for striking off its name tothe Registrar of Companies has been struck off with effect from 16thSeptember 2016.

The performance and financial position of each of the subsidiaries associates andjoint venture companies for the year ended 31st March 2017 is attached asAnnexure B to the Consolidated Financial Statements of the Company in the prescribedformat AOC-1 and forms a part of the Annual Report.

In accordance with Section 136 of the Companies Act 2013 the audited FinancialStatement including the Consolidated Financial Statement and related information of theCompany and audited accounts of each of its subsidiaries are available on the Company'swebsite www.jsw.in/investors/energy.

These documents will also be available for inspection during business hours at theregistered office of the Company.

The Policy for determining Material Subsidiaries may be accessed on the Company'swebsite www.jsw.in/investors/energy.

8. New Projects Initiatives and Joint Ventures

The Board of Directors had approved a Scheme of Arrangement under Sections 391 to 394of the Companies Act 1956 entered in to between JSWEL JSWPTC and JSWGEL. The schemeprovides for:

- Demerger of the Power Trading Business of JSWPTC to JSWGEL;

- Merger of remaining JSWPTC into the Parent Company i.e. JSWEL;

- Appointed date Closing hours of 31 st March 2015;

- The Scheme is subject to requisite consent approval or permission of any statutoryor other regulatory authorities.

The Scheme of Arrangement has been sanctioned by the National Company Law Tribunal(NCLT) on 9th March 2017. Pursuant to the sanction of the

Scheme by NCLT the Company has filed a petition with Central Electricity RegulatoryCommission (CERC) for transfer of trading license from JSWPTC to JSWGEL.

Toshiba JSW Power Systems Private Limited ("Toshiba JSW") (formerly ToshibaJSW Turbine and Generator Private Limited)

Toshiba JSW Power Systems Private Limited is a joint venture company with ashareholding of 75% by Toshiba Corporation Limited Japan 22.52% by the Company and 2.48%by JSW Steel Limited. Toshiba JSW was formed for the purpose of designing manufacturingmarketing and maintenance services of mid to large-size (500 MW to 1000 MW) SupercriticalSteam Turbines and Generators.

The Company has invested Rs. 100.23 crore in Toshiba JSW. The Company has beenproviding for its share of the losses of Toshiba JSW in its consolidated books of account.The cumulative share of losses of the Company has exceeded the value of its investment inToshiba JSW.

Power Exchange of India Limited (PXIL)

The Company has invested Rs. 1.25 crore in PXIL which provides the platform for tradingin electricity.

PXIL is promoted by National Stock Exchange of India Limited and National Commodities& Derivatives Exchange Limited. PXIL provides the platform for trading in electricityand Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL.

9. Non-Convertible Debentures / Deposits

During the year ended 31 st March 2017 your Company has redeemed / repaidNon-Convertible Debentures amounting to Rs. 1220 crore. The redemption / repayment is inaccordance with the terms of the respective issues.

Also during the year ended 31 st March 2017 your Company issued 5000Redeemable Rated Listed Secured Taxable Non-Convertible Debentures (‘NCDs') ofRs.10 Lakhs each by way of Private Placement aggregating to Rs.500 crore carrying a couponrate of 8.65% p.a. with maturity of 6 years with staggered repayment and put / calloption. The NCDs are listed on the WDM segment of BSE Limited.

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement of providing details relating to deposits as also of deposits which are not incompliance with Chapter V of the Act is not applicable.

10. Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this Report no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this Report.

11. Significant and material orders passed by regulators or courts or tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

12. Internal Financial Controls related to Financial Statement

As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented a robust system and frameworkof Internal Financial Controls. This provides the Directors with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks. The Company has devised appropriate systems andframework including proper delegation of authority policies and procedures effective ITsystems aligned to business requirements risk based internal audits risk managementframework and whistle blower mechanism.

The Company had already developed and implemented a framework for ensuring internalcontrols over financial reporting. This framework includes entity level policies processand operating level standard operating procedures.

The entity level policies include anti-fraud policies (like code of conduct conflictof interest confidentiality and whistle blower policy) and other polices (likeorganization structure insider trading policy HR policy IT security policy treasurypolicy and business continuity and disaster recovery plan).

The Company has also prepared Standard Operating Procedures (SOP) for each of its keyprocesses like procure to pay order to cash hire to retire treasury fixed assetsinventory manufacturing operations etc.

During the year controls were tested and no reportable material weakness in design andeffectiveness was observed.

13. Particulars of Loans Guarantees Investments and Securities

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilised by the recipient are provided in the Notes to the Standalone FinancialStatement.

14. Particulars of Contracts or Arrangement with Related Parties

The Company's Policy on Materiality of Related Party Transactions as also dealing withRelated Party Transactions as approved by the Board may be accessed on the Company'swebsite at the link: www.jsw.in/investors/energy.

All contracts / arrangements / transactions entered into during the financial year bythe Company with Related Parties were in the ordinary course of business and on an arm'slength basis.

All Related Party Transactions which are in the ordinary course of business and on anarm's length basis of repetitive nature and proposed to be entered during the financialyear are placed before the Audit Committee for prior omnibus approval at the commencementof the financial year. A statement giving details of all Related Party Transactions asapproved is placed before the Audit Committee for review on a quarterly basis. TheCompany has developed a framework through Standard Operating Procedures for the purpose ofidentification and monitoring of such Related Party Transactions.

The details of transactions / contracts / arrangements entered by the Company withRelated Parties during the financial year are set out in the Notes to the FinancialStatement. The disclosure in Form AOC-2 is attached as Annexure B to this Report.

Pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the Company's Policy on Materialityof Related Party Transactions it is proposed to seek the Members' approval for RelatedParty Transactions which are material though entered in the ordinary course of businessand at arm's length. Accordingly the same forms a part of the Notice convening theforthcoming 23rdAnnual General Meeting and is recommended for Members' approval.

15. Disclosure under the Employee Stock Option Plan and Scheme

The Compensation and Nomination & Remuneration Committee (erstwhile CompensationCommittee) of the Board of Directors of the Company inter alia administers and monitorsthe JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega StockOption Scheme 2012 (ESOS 2012) of the Company in accordance with the applicable SEBIGuidelines / Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 {"SEBI (SBEB) Regulations"}.

The applicable disclosures as stipulated under the SEBI (SBEB) Regulations as on 31stMarch 2017 with regard to the ESOP 2010 and ESOS 2012 are provided in the link:www.jsw.in/investors/energy and form a part of this Report.

Voting rights on the shares if any as may be issued to employees under the ESOP 2010and ESOS 2012 are to be exercised by them directly or through their appointed proxy. Theexercise of vested options under the ESOP 2010 and ESOS 2012 so far has been entirely byway of sale of shares by the Trust on behalf of the respective employees under thecashless scheme through the Stock Exchanges. Hence the disclosure as is required underSection 67(3) of the Companies Act 2013 is not applicable.

The certificate from Lodha & Co. the Auditors of the Company that the Scheme hasbeen implemented in accordance with the SEBI Guidelines / SEBI (SBEB) Regulations and withthe Resolution passed by the Members would be placed at the Annual General Meeting forinspection by the Members.

A Special Resolution was passed on 23rd March 2016 through postal ballotpursuant to the provisions of Section 67(3) of the Companies Act 2013 inter aliaapproving provision of money by the Company for purchase of its own shares by the Trust /Trustees for the benefit of eligible employees under the new "JSWEL Employees StockOwnership Plan 2016" which is in compliance with the SEBI (SBEB) Regulations.Pursuant thereto the erstwhile Compensation Committee granted 2447355 options on 3rdMay 2016 to the eligible employees.

16. Share Capital

The paid up Equity Share Capital as at 31st March 2017 is Rs.1640.05 crore.During the year under review the Company has not issued any: a) shares with differentialrights b) sweat equity shares c) equity shares under Employees Stock Option Scheme.

17. Credit Rating

CARE has reaffirmed "CARE AA-" (Double A minus) rating to the long-term bankfacilities and Non- Convertible Debentures of the Company.

The outlook was indicated as "Negative". The rating for the short-term bankfacilities and Commercial Papers has been reaffirmed at "CARE A1+" (A One Plus).

18. Awards

During the year the Company received the following awards:

1. Srishti Good Green Governance Award in the utility sector awarded to Vijayanagarplant (Rank 1st) for Environmental protection by Srishti Publications Pvt Ltd.

2. Golden Peacock Award for Environment Management 2016 to Vijayanagar plant byInstitute of Directors New Delhi.

3. RoSPA Health & Safety Awards 2016 (Silver Award) to Vijayanagar plant by TheRoyal Society for the Prevention of Accidents Birmingham.

4. Recognition for Innovation to Vijayanagar plant (2 Nos. of awards) by IndependentPower Producers Association of India (IPPAI).

5. Recognition for Innovation to Ratnagiri plant (3 Nos. of awards) by IPPAI.

6. Economic Times - Best Infrastructure Brands.

7. National award for Excellence in Water Management to Ratnagiri plant byConfederation of Indian Industries (CII).

8. CSR Impact Award to Vijayanagar plant at India CSR Summit 2016.

9. 11th State Level Energy Conservation Award 2016 to Ratnagiri plant byMaharashtra Energy Development Agency (MEDA).

19. Directors and Key Managerial Personnel

During the year under review on the recommendation received from the Compensation andNomination & Remuneration Committee the Board had appointed Mr. Uday Chitale (DIN:00043268) and Ms. Tanvi Shete (DIN: 07565435) as Additional Directors with effect from 22ndJuly2016 and who hold office upto the date of the forthcoming 23rd Annual GeneralMeeting.

Mr. Chitale is eligible to be appointed as an Independent Director. It is proposed toappoint Mr. Chitale as an Independent Director not liable to retire by rotation for aperiod of five years.

Ms. Shete is eligible to be appointed as Director. She is proposed to be appointed as aNon- Executive Non Independent Director liable to retire by rotation.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Nirmal Kumar Jain retires by rotation at the ensuing AGMand being eligible offers himself for re-appointment.

Profiles of these Directors as required by Regulation 36 (3) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘Listing Regulations') are given in the Notice of the forthcoming 23rd AnnualGeneral Meeting.

The above appointments and re-appointments form a part of the Notice of the forthcoming23rdAnnual General Meeting and the Resolutions are recommended for Members'approval.

The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed thereunder as well as Regulation 16(1)(b) of the Listing Regulations.

None of the managerial personnel i.e. Managing Director and Whole-time Directors of theCompany are in receipt of remuneration / commission from Subsidiary Companies of theCompany.

The Company familiarises the Independent Directors of the Company with their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model and related risks of the Company etc. and related matters areput up on the website of the Company at the link: www.jsw.in/investors/energy.

There were following changes in the Key Managerial Personnel of the Company during theyear.

Mr. Sampath Madhavan ceased to be a Key Managerial Personnel (Company Secretary) uponhis resignation at the close of business hours on 30th July 2016.

Mr. Pramod Menon ceased to be a Director Finance upon his resignation at the close ofbusiness hours on 31stJanuary 2017.

Ms. Monica Chopra was appointed as the Company Secretary and Compliance Officer and wasdesignated as a Key Managerial Personnel with effect from 23rdJanuary 2017.

Mr. Jyoti Kumar Agarwal was appointed as the Chief Financial Officer and was designatedas a Key Managerial Personnel with effect from 1st February 2017.

The Company has complied with the requirements of Corporate Governance as stipulatedunder the Listing Regulations and accordingly the Report on Corporate Governance forms apart of this Annual Report.

The requisite Certificate from Lodha & Co. the Statutory Auditors of the Companyregarding compliance with the conditions of Corporate Governance as stipulated inRegulation 34 of the Listing Regulations is annexed to this Annual Report.

20. Business Responsibility Report

As mandated by Regulation 34 (2) (f) of the Listing Regulations the BusinessResponsibility Report of the Company for the year ended 31st March 2017 isavailable on the Company's Website viz. www.jsw.in/investors/energy.

21. Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 it ishereby confirmed:

(a) that in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end the financialyear and the of the Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the Directors had prepared the annual accounts for the year under review on a‘going concern' basis; and

(e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

22. Disclosures related to Committees and Policies

The details of the number of Meetings of the Board and other Committees are given inthe Corporate Governance Report which forms a part of this Annual Report.

A. Nomination Policy

The Company has devised the Nomination Policy for the appointment of persons to serveas Directors on the Board of the Company and for the appointment of Key ManagerialPersonnel (KMP) of the Company who have the capacity and ability to lead the Companytowards achieving sustainable development.

In terms thereof the size and composition of the Board should have:

• Mix of Qualification skills and experience;

• Mix of Executive Non-Executive and Independent Directors;

• Minimum four number of Directors as per Articles maximum number of Directors asmay be permitted by its Articles Listing Agreements and by law;

• At least One Woman Director.

While recommending a candidate for appointment the Nomination and RemunerationCommittee shall assess the appointee against a range of criteria including qualificationage experience positive attributes independence relationships diversity of genderbackground professional skills and personal qualities required to operate successfully inthe position and has discretion to decide adequacy of such criteria for the concernedposition. All candidates shall be assessed on the basis of merit related skills andcompetencies. There should be no discrimination on the basis of religion caste creed orsex.

B. Policy for Performance Evaluation

The Company has devised a Policy for Performance Evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for PerformanceEvaluation of the Non-Executive Directors and Executive Directors. On the basis of thePolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors evaluation of performance during the FY 2016-17 was carried out bythe Board for its own performance and that of its Committees and individual Directors.

C. Remuneration Policy

The Company regards its employees across the organisational hierarchy as a mostvaluable and strategic resource and seeks to ensure a high performance work culturethrough a fair compensation structure which is linked to Company and individualperformance. The compensation is linked to the nature of job skill and knowledge requiredto perform the given job in order to achieve Company's overall directive.

The Company has devised a Policy relating to the remuneration of Directors KeyManagerial Personnel and other Employees with following broad objectives.

i. Remuneration is reasonable and sufficient to attract retain and motivate Directors;

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed & Variable Pay and reflects short &long-term performance objectives.

The Remuneration policy of the Company is attached herewith marked as Annexure C.

D. Corporate Social Responsibility Policy

The Board of Directors of the Company has approved a CSR Policy based on therecommendation of the CSR Committee.

The Company has initiated activities in accordance with the said Policy.

The CSR Policy of the Company is available on the Company's web-site and can beaccessed at link: www.jsw.in/investors/ energy.

During the year the Company has spent Rs.23.07 crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure D.

E. Whistle Blower Policy and Vigil Mechanism

The Board has pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and theListing Regulations framed "Whistle Blower Policy and Vigil Mechanism"("the Policy").

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

The Policy has been framed with a view to provide a mechanism inter alia enablingstakeholders including Directors individual employees of the Company and theirrepresentative bodies to freely communicate their concerns about illegal or unethicalpractices and to report genuine concerns or grievance as also to report to the managementconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct or ethics policy

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's websiteat the link: www.jsw.in/ investors/energy.

F. Compliance with the Code of Conduct

A declaration signed by Mr. Sanjay Sagar Jt. Managing Director and CEO affirmingcompliance with the Company's Code of Conduct by the Directors and Senior Management forthe financial year 2016-17 as required under Schedule V of the Listing Regulations formsa part of this Annual Report.

G. Risk Management Policy

The Board of Directors of the Company has adopted a Risk Management Policy.

The policy aims to ensure resilience for sustainable growth and sound corporategovernance by having an identified process of risk identification and management incompliance with the provisions of the Companies Act 2013.

The Company follows the Committee of Sponsoring Organisations (COSO) framework ofEnterprise Risk Management (ERM) to identify classify communicate respond to risks andopportunities based on probability frequency impact exposure and resultantvulnerability & ensure resilience such that

a) Intended risks like for investments are taken prudently so as to manage exposurewhich can withstand risks affecting investments & remain resilient.

b) Unintended risks related to performance operations compliances and systems aremanaged through direction setting vision / mission prudent capital structuring fundsallocation commensurate with risks and opportunities code of conduct competencybuilding policies processes supervisory controls audit reviews etc.

c) Knowable unknown risks in fast changing Volatile Uncertain Complex and Ambiguous(VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Overall risk exposure of present and future risks remains within risk capacity asmay be perceived by the management.

f) Creation of Risk Management Committee.

The Risk Management Committee periodically reviews the framework and high risks andopportunities which are emerging or where impact is substantially changing.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However the risks that may pose a concern are set out in the ManagementDiscussion and Analysis which forms a part of this Annual Report.

H. Annual Evaluation of Directors Committees and Board

Pursuant to the provisions of the Companies Act 2013 and various provisions of theListing Regulations the Compensation and Nomination & Remuneration Committee(erstwhile Nomination and Remuneration Committee) of the Board had carried out theevaluation of every Director's performance based on the riteria specified in the Policyfor Performance Evaluation of Independent Directors Board Committees and otherindividual Directors.

The performance evaluation of the Independent Directors was carried out by the entireBoard (excluding the Director being evaluated). A Meeting of the Independent Directorswith Mr. Chandan Bhattacharya as the Lead Director was held on 23rd March2017 to review the performance of the Non-independent Directors the Board as a whole andthe Chairman on the parameters of effectiveness and to assess the quality quantity andtimeliness of the flow of information between the Management and the Board.

Where required feed back is shared with the Directors on the outcome of the evaluationprocess.

Furthermore the Board had carried out an annual performance evaluation of its ownperformance the Independent Directors as well as the evaluation of the working of theCommittees. The Board of Directors expressed satisfaction with the evaluation process.

I. Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place which have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

23. Auditors and Auditors Reports

a. Statutory Auditors

The Auditors' Report issued by the Statutory Auditors on the Standalone andConsolidated Financial Statement for the financial year ended 31stMarch 2017are with unmodified opinion (unqualified). The observations made by the Statutory Auditorsin their report for the financial year ended 31st March 2017 read with theexplanatory notes therein are self-explanatory and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3)(f) of the Companies Act 2013.

Lodha & Co. Chartered Accountants Mumbai were appointed as the StatutoryAuditors of the Company since incorporation and have continued as Auditors since then.They were last appointed as the Statutory Auditors of the Company at the 22ndAnnual General Meeting held on 21stJuly 2016 to hold office from the conclusion of thatAnnual General Meeting till the conclusion of the forthcoming 23rdAnnual General Meeting.

Lodha & Co. Chartered Accountants have completed their term and tenure asenvisaged in Section 139 of the Companies Act 2013 making them ineligible for appointmentas Statutory Auditors. As recommended by the Audit Committee it is now proposed toappoint Deloitte Haskins & Sells LLP Chartered Accountants Mumbai as the StatutoryAuditor of the Company.

The Company has received a certificate under Section 141(3) of the Companies Act 2013read with Rule 10 of the Companies (Audit and Auditors) Rules 2014 from Deloitte Haskins& Sells LLP Chartered Accountants Mumbai confirming their eligibility to beappointed as the Auditors of the Company and that they are free from any disqualificationsand that they do not violate the limits as specified under the Companies Act 2013.

The necessary Resolution for appointment of Deloitte Haskins & Sells LLPChartered Accountants Mumbai as the Statutory Auditors to hold office from the conclusionof the 23rd Annual General Meeting till the conclusion of the 28thAnnual General Meeting has been included in the Notice of the ensuing 23rd Annual GeneralMeeting of the Company and the Resolution is recommended for your approval.

b. Secretarial Auditor

The Board had appointed M/s. S. Srinivasan and Co. Company Secretaries to carry out aSecretarial Audit for the financial year 2016-17.

Secretarial Audit Report issued by M/s S. Srinivasan and Co. Company Secretaries forthe financial year 2016-17 does not contain any observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.The report in Form MR-3 as Annexure E forms a part of this Report.

c. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications / Circulars issued by the Ministry of Corporate Affairs from time to timethe Board has appointed M/s. S. R. Bhargave & Co. Cost Accountants to conduct theaudit of the cost records of the Company for the financial year 2017-18. The remunerationpayable to the Cost Auditors is subject to approval of the Members at the Annual GeneralMeeting. Accordingly the necessary Resolution for ratification of the remunerationpayable to M/s S. R. Bhargave & Co. Cost Accountants to conduct the audit of the costrecords of Company for the financial year 2017-18 has been included in the Notice of theensuing 23rd Annual General Meeting of the Company and the Resolution isrecommended for your approval.

24. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 an extractof the Annual Return for the financial year ended 31st March 2017 made underthe provisions of Section 92(3) of the Act is attached as Annexure F which forms a part ofthis Report.

25. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo are asunder:

(A) Conservation of energy –

(i) The steps taken or impact on conservation of energy:

Vijayanagar

• Reduction of power consumption of ID fan motors (2 Nos.) in SBU-1 Unit-1replacing Voith hydraulic coupling with Spacer Coupling shaft between motor and fanresulted in recurring saving of 150 kWh.

• Reduction of power consumption of PA fan motors (2 Nos.) in SBU-1 Unit-1 byinstalling variable frequency drives (VFD) resulted in recurring saving of 146 kWh.

• Reduction of power consumption of ID fan motors (2 Nos.) in SBU-2 Unit-2replacing Voith hydraulic coupling with Spacer Coupling shaft between motor and fanresulted in recurring saving of 200 kWh.

• Introducing ESP hopper heater temperature control from independent temp sensorsfrom PLC at SBU-2 Unit- 2 resulted in saving of 25 kWh.

• Reduction in power consumption of 10 Nos. of cooling tower fans in SBU-2 byinstallation of energy efficient blades resulted in saving of 290 kWh.

• Replacement of BFP-2B cartridge in SBU-2 resulted in energy saving of 90 kWh.

• Low load operation optimisation of HT equipment (stopping of one CW pump BFPreduction of PA header pressure) for reduction of APC -1000 kWh.

• Replaced around 1600 Nos. of 70W HPSV lamps with 30W LED light fixture

Ratnagiri

• Installation of Energy efficient fans in Unit-3 cooling tower for three cells toconserve Energy and improve cooling tower performance.

• Lowering one side hot water manifold of Unit-3 cooling tower to improve thecooling tower performance. This has resulted in improvement of 0.59oC in cold-watertemperature resulting in improvement of 3.9 kcal/kWh Turbine Heat Rate.

• Lowering both sides hot water manifold of Unit-1 cooling tower to improve thecooling tower performance. This has resulted in improvement of 0.62oC in cold-watertemperature resulting in improvement of 4.1 kcal/kWh Turbine Heat Rate.

• Installation of VFD's at Unit#1 CEP ID Fan-A&B and replacement of ID Fan-Ahydraulic coupling with spacer coupling shaft between motor and fan resulted in netenergy savings of 787 kWh per hour. Approximate reduction of 0.26% auxiliary powerconsumption at full load.

• Installation of VFD's at Unit#2 CEP ID Fan-A&B and replacement of ID Fan-Bhydraulic coupling with spacer coupling shaft between motor and fan resulting in netenergy savings of 577 kWh. Approximate reduction of 0.20% auxiliary power consumption atfull load.

• Installation of VFD's at Unit#3 CEP ID Fan-A&B and replacement of ID Fan-Ahydraulic coupling with spacer coupling shaft between motor and fan resulting in netenergy savings of 511 kWh per hour. Approximate reduction of 0.17% auxiliary powerconsumption at full load.

• Installation of VFD's at Unit#4 CEP ID Fan-A&B and replacing ID Fan-Bhydraulic coupling with spacer coupling shaft between motor and fan resulting in netenergy savings of 705 kWh. Approximate reduction of 0.24% auxiliary power consumption atfull load.

• Interconnection of Hot-well make up system of Unit-1 and 2 and Unit-3 and 4resulting in stoppage of one pump. Energy reduced per hour is 23.5 kWh.

• Commissioning of online monitoring of auxiliary consumption of criticalequipment through EMS (Energy Monitoring System)

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar:-

Utilized 742685 KNm3 waste gas of JSW Steel Limited in SBU-I (2x130MW)boilers to conserve coal equivalent to 224703 MT and thereby reducing GHG emissions.

Ratnagiri:- Nil

(iii) The capital investment on energy conservation equipments:

For the steps taken in 25(A)(i) above capital

investment are

Vijayanagar:- Rs. 2.30 crore.

Ratnagiri:- Rs. 12.75 crore.

(B) Technology absorption –

(i) The efforts made towards technology absorption;

Vijayanagar

1. Installation and commissioning of SBU-

2 Unit-2 Mill reject pneumatic conveying system

2. SBU-2 Unit-2 ESP spike electrodes replaced with spiral electrodes.

3. Nitrogen blanketing for EH oil system.

4. 23 numbers of logic/structural modifications in plant resulting in enhanced plantperformance and safety.

5. ABT System upgradation for better monitoring and tracking DSM.

6. SBU-1 Unit-1 Distributed control system(DCS) R&M (Renovation and modernisation)from the old Baily system to ABB.

Ratnagiri

1. Erection and commissioning of sprinkler system at coal conveyor

2. Installation of MOT Level Transmitter in Unit-1 & 3 in external chamber of MOTinstead of on top of the MOT

3. Commissioning of hydrogen leak detection system.

4. Installation of new weigh bridge at Silo- 2 and Shifting of 60T weigh bridge frommain gate to Silo-1.

5. Optimization of RH Temp Control system by introducing RH platen outlet temperatureas feed forward input to secondary PID of RH Temp control loop.

6. Developed graphics page to real time monitoring of the performance parameter averagevalue to improve heat rate impact due to deviation in major parameters.

7. Changing of Unit - 1 Turbine insulation from Alumino-silicate to Ceramic MATinsulation.

8. Changing of Unit - 3 Turbine insulation from Alumino-silicate to Ceramic MATinsulation.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution;

Vijayanagar

1. Reduction of environmental pollution and avoid manual handling of mill rejects.

2. Improved ESP performance.

3. Improved oil quality and reduction in spare consumption.

4. Reduction of safety hazard and enhanced plant performance.

5. Better monitoring of export schedules and optimising the deviation.

Ratnagiri

1. Reduction of safety hazard.

2. Increased in reliability availability & reduced maintenance.

3. Reduced repetitive movement of bulker and ash spillage.

4. Improved Unit Heat rate.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year); Nil/Not Applicable.

(iv) The expenditure incurred on Research and Development.

Vijayanagar

As such the company did not carry out any basic R & D work during the year 2016-17but for new technology absorption expenditure incurred was Rs. 6.89 crore.

Ratnagiri

As such the Company did not carry out any basic R & D work during the year 2016-17but for new technology absorption expenditure incurred was Rs. 1.59 crore.

(v) Future Plan

Vijayanagar

1. Replacement of Cooling tower -2 Nos. cell fills with new technology to avoid siltdeposition and improved efficiency.

2. Replacement of ESP fields 4 Nos spike to spiral electrode.

3. Use of domestic coal firing along with imported coal.

4. Renovation and modernisation of SBU-1 Unit-2 DCS during the forthcoming annualoverhaul.

Ratnagiri

1. Hot water duct lowering of Unit#4 of cooling tower to improve the performance ofcooling tower.

2. Unit no 1 HPH 6 refrbruishment to improve the heat rate by 10 kcal/kWh.

3. Use of domestic coal firing along with imported coal.

4. Erection and commissioning of RO plant.

5. Erection and commissioning of alternate sea water line.

(C) Foreign exchange earnings and outgo

The Foreign Exchange earnings of the Company for year under review amounted to Nil. Theforeign exchange outflow is as under:

Sr. No. Particulars (Rs. crore)
a) Import of coal 1759.68
b) Stores Spares and Plant & Equipment 60.47
c) Furnitures and Fixtures 0.49
d) Travelling Expenses 1.09
e) Legal and Professional 0.88
f) Interest and Finance charges 22.87
g) Membership fee 0.72
h) Other expenses 0.29
i) Dividend 19.66

26. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said Rules and is provided in Annexure G(I) in thisReport.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as Annexure G (II) to this Report.

Pursuant to the requirements under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has enacted aPolicy and constituted Internal Complaints Committees. Your Directors state that duringthe year under review there were no cases filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

27. Acknowledgements

Your Directors would like to express their appreciation for the co-operation andassistance received from the Government authorities the financial institutions banksvendors customers debenture holders and shareholders during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by all the employ

For and on behalf of the Board of Directors
Mumbai Sajjan Jindal
29th April 2017 Chairman & Managing Director