To the Members of
JSW STEEL LIMITED
Your Directors take pleasure in presenting the Twenty Third Annual Report of yourCompany together with the Standalone and Consolidated Audited Financial Statements forthe year ended March 31 2017.
1. FINANCIAL RESULTS
(Rs. in crores)
|Particulars || |
| || |
|FY 2015-16 || |
|FY 2015-16 |
|I Revenue from operations ||56913.25 ||40858.96 ||60536.25 ||45976.73 |
|II Other income ||255.46 ||318.30 ||152.13 ||180.48 |
|III Total income (I + II) ||57168.71 ||41177.26 ||60688.38 ||46157.21 |
|IV Expenses: || || || || |
|Cost of materials consumed ||28399.88 ||18763.32 ||29748.58 ||21126.60 |
|Purchases of stock-in-trade ||944.66 ||152.72 ||- ||54.42 |
|Changes in inventories of finished goods work-in-progress and stock-in-trade ||(1389.58) ||1083.56 ||(1485.92) ||1365.76 |
|Employee benefits expense ||1167.58 ||953.29 ||1699.59 ||1518.67 |
|Finance costs ||3642.79 ||3218.73 ||3768.12 ||3601.18 |
|Depreciation and amortization expense ||3024.61 ||2847.24 ||3429.87 ||3322.56 |
|Excise duty expense ||4623.14 ||4152.04 ||4931.66 ||4430.56 |
|Other expenses ||11624.35 ||9385.18 ||13468.12 ||11079.71 |
|Total expenses ||52037.43 ||40556.08 ||55560.02 ||46499.46 |
|V Profit / (loss) before exceptional items and tax (III-IV) ||5131.28 ||621.18 ||5128.36 ||(342.25) |
|VI Exceptional items ||- ||5860.45 ||- ||2125.41 |
|VII Profit / (loss) before tax (V-VI) ||5131.28 ||(5239.27) ||5128.36 ||(2467.66) |
|VIII Tax expenses / (benefit): || || || || |
|Current tax ||(53.08) ||6.71 ||151.79 ||86.68 |
|Deferred tax ||1607.82 ||(1716.31) ||1522.52 ||(2052.89) |
| ||1554.74 ||(1709.60) ||1674.31 ||(1966.21) |
|IX Profit / (loss) for the period (VII-VIII) ||3576.54 ||(3529.67) ||3454.05 ||(501.45) |
|X Share of (loss) / profit from an associate || || ||(8.91) ||21.71 |
|XI Share of profit from joint ventures (net) || || ||22.10 ||(0.89) |
|XII Total Profit / (loss) for the year (IX+X+XI) ||3576.54 ||(3529.67) ||3467.24 ||(480.63) |
2. INDIAN ACCOUNTING STANDARDS (Ind AS)
In accordance with the notification issued by the Ministry of Corporate Affairs (MCA)your Company is required to prepare financial statements under Indian Accounting Standards(Ind AS) prescribed under section 133 of the Companies Act 2013 read with rule 3 of theCompanies (Indian Accounting Standards Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016 with effect from 1st April 2016. Ind AS has replaced theexisting Indian GAAP prescribed under section 133 of the Companies Act 2013 read withrule 7 of Companies (Accounts) Rules 2014
Accordingly the Company has adopted Indian Accounting Standard ("Ind AS")with effect from 1st April 2016 with the transition date of 1st April 2015 and thefinancial Statements for the year ended 31st March 2017 has been prepared in accordancewith Ind AS. The financial statements for the year ended 31st March 2016 have beenrestated to comply with Ind AS to make them comparable.
The MCA notification also mandates that Ind AS shall be applicable to subsidiaryCompanies Joint venture or associates of the Company. Hence the Company and JSW Steelgroup have prepared and reported financial statements under Ind AS w.e.f. April 1 2016including restatement of the opening balance sheet as at April 1 2015.
The effect of the transition from IGAAP to Ind AS has been explained by way of anreconciliation in the Standalone Financial Statements and Consolidated FinanicalStatements.
3. RESULTS OF OPERATIONS
The financial year 2016-17 threw up challenges in terms of tepid global steelconsumption growth trade remedial actions across countries and volatile raw materialprices. However steel prices recovered due to imposition of trade remedial acrossgeographies and spike in iron ore and coal prices providing relief to the steel industry.While the Indian steel consumption grew by 2.6% there was competitive pressure in domesticmarket due to surge in domestic steel production and elevated level of imports. The traderemedial measures imposed by the Indian Government provided some relief to the steelindustry as steel prices recovered. This steel price increase was offset by cost pressuresdue to raw material price volatility and availability. In these challenging conditionsthe Company's profitability improved.
(A) Standalone Results
Your Company delivered its highest ever production volumes sales volume EBITDA andProfit after tax during the FY 2016-2017.
With the ramp up of newly commissioned facilities in a record time for the full yearFY 2016-17 the Company reported Crude Steel production growth of 26%YoY at 15.80 milliontonnes. Saleable Steel sales volume for the year grew by 22%YoY to 14.77 million tonnesdriven by export sales as domestic steel demand especially for long products wasadversely impacted by demonetisation. However sales of value added products grew by 17%YoY to 5.06 million tonnes for FY2016-17.
Revenue from operations for FY 2016-17 stood at Rs. 56913 crores up 39% YoY. TheCompany undertook multiple performance improvement initiatives during the year fromdiversified sourcing strategy optimization of logistics costs procurement costs tofocus on yields and productivity. As a result the Operating EBITDA for the year grew by81%YoY to Rs. 11543 crores. The Company posted a net profit of Rs. 3577 for FY 2016-17as compared to the net loss of Rs. 3530 crores for FY 2015-16.
The Company's net worth increased to Rs. 24098 crores as on March 31 2017 as comparedto Rs. 20410 crores as on March 31 2016. The Company's gearing (Net Debt to Equity) atthe end of the year stood at 1.53x (as against 1.71x as on March 31 2016) and Net Debt toEBITDA stood at 3.20x (as against 5.49x as on March 31 2016).
(B) Consolidated Results
Revenue from operations on Consolidated basis for FY 2016-17 stood at Rs. 60536crores. The Operating EBITDA stood at Rs. 12174 crores registering an increase of 90%YoYprimarily driven by higher EBITDA from parent Company. The Company reported a Net profitof Rs. 3467 crores for FY 2016-17 as compared to the net loss of Rs. 481 crores for FY2015-16.
The performance and financial position of the subsidiary companies associate companiesand Joint arrangements are included in the consolidated financial statement of theCompany.
The Company's consolidated net worth increased to Rs. 22402 crores as on March 312017 as compared to Rs. 18771 crores as on March 31 2016. The Company's gearing (NetDebt to Equity) at the end of the year stood at 1.85x (as against 2.18x as on March 312016) and Net Debt to EBITDA stood at 3.41x (as against 6.39x as on March 31 2016).
In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this report no material changes or commitments affecting the financial position of theCompany have occurred between the end of the financial year and the date of this Report.
The Board of Directors of the Company had approved the Dividend Distribution Policy onJanuary 31 2017 in accordance with regulation 43A of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The Policy is available on the Company'swebsite www.jsw.in/investors/ investor-relations-steel.
In line with the said policy the Board has subject to the approval of the Members atthe ensuing Annual General Meeting recommended dividend at the stipulated rate of Rs. 1per share on the 10% Cumulative Redeemable Preference Shares of Rs. 10 each of theCompany for the year ended March 31 2017. Considering the Company's performance andfinancial position for the year under review the Board has also recommended a dividend ofRs. 2.25 (225%) per fully paid- up Equity Share of Rs. 1 each of the Company for the yearended March 31 2017 subject to the approval of the Members at the ensuing Annual GeneralMeeting. The dividend pay out ratio is 19.8% based on the consolidated profit of theCompany for the FY 2016-17.
Together with Corporate Tax on dividend the total outflow on account of equitydividend will be Rs. 654.6 crores vis- -vis Rs. 218.2 crores paid for FY 2015-16.
A report on the Management Discussion and Analysis covering prospects is provided as aseparate section in the Annual Report
6. PROJECTS AND EXPANSION PLANS
I. Projects commissioned during FY 2016-17
A new Pouring Station for feeding Hot metal at north end of SMS-2 along withpre-treatment facility and additional Slab Caster no 5 to enhance shop productivity andcasting capacity.
Slitting Line-1 (5000 T/Month) part of ACL Service Centre.
Movable KR station at SMS-2 prior to north entry for pre-treatment of Hot metal asrequired for producing special steel grades
Providing Co-Injection at HMPT & HMDS at SMS-1 for pre-treatment of Hot metal toincrease productivity (46 heats to 70 heats) and reduce operating costs.
II. Projects under Implementation
Pipe conveyor system with 3500 tons per hour haulage capacity for transporting Ironore from the yard near the mines to the Vijayanagar plant is being set up with a capacityof 20 MTPA. This will be an environment friendly solution and reduce transportation costsof iron ore to the plant.
New Water Reservoir with a storage capacity of 32-33 million m3 to augment the storagecapacity of water. This investment is strategic in nature for un-interrupted operations ofthe plant.
Coke drying unit for Blast Furnace 1 to utilize the waste heat of Sinter Plant 1 toreduce moisture in coke.
Up-gradation of HSM-1 to enhance capacity to 3.7 from 3.2 mtpa by upgrading reheatingfurnace new coil box and new crop shear.
New De-dusting systems at various areas of shops to control the level of emissions.
Maximized Emission Reduction Of Sintering (MEROS) and Selective Waste Gas Recover(SWGR) at SP-1 to meet emission norms of less than 10 mg/Nm3 Bag filter installation isrequired with provision for DeSOX after process ESP.
Tailing Beneficiation Project to facilitate recovery of useful iron ore from Mediumgrade tailing rejects..
Debottlenecking of BP-2 to handle feed rate of 50000 tpd of low grade Iron Ore
Edge and BAR heater at HSM-2 to enhance quality of Auto grade steels
Pouring Station of capacity 10000 T/day at SMS-1 to enhance SMS 1 productivity.
Movable KR station at SMS-1 for pre-treatment of Hot metal as required for specialsteel grades and silicon steel
Key New Projects
Augmenting Crude Steel capacity at Dolvi works to 10 MTPA:
The steelmaking capacity at Dolvi Works will be increased from existing 5 MTPA to 10MTPA. The major facilities included in the project are a 4.5 MTPA Blast furnace with 5MTPA Steel Melt Shop 5 MTPA Hot Strip Mill 5.75 MTPA Sinter plant 4 MTPA Pellet plantand 4 Kilns of 600 TPD LCPs. The Company has already acquired the land and necessarystatutory approvals are in place. The estimated project cost is Rs. 15000 crores and theproject is expected to be completed by March 2020.
Revamp and capacity Up-gradation of BF-3 at Vijayanagar Works from 3.0 MTPA to 4.5MTPA:
BF-3 at Vijayanagar works is to be revamped and upgraded from 3 MTPA to 4.5 MTPA alongwith the associated auxiliary units. Post completion of this project the existing highcost operations at BF-2 will be shut down so that overall Vijayanagar works capacityremains at 12 MTPA. This will help to lower the operating costs. The estimated projectcost is Rs. 1000 crores and the project is expected to be commissioned in a period of 20months.
Capacity expansion of CRM-1 complex at Vijayanagar Works as well asmodernization-cum-capacity enhancement at downstream facilities of JSW Steel CoatedProducts Limited:
The Company continues to remain focused towards enriching the product mix and lookingat the growing demand for construction as well as appliance grade products the followingprojects are being undertaken:
Increase capacity of CRM-1 complex at Vijayanagar from 0.85 MTPA to 1.80 MTPA alongwith two Continuous Galvanizing Line of 0.45 MTPA each a new 1.2 MTPA Continuous PicklingLine for HRPO products and a new 0.80 MTPA HR Skin Pass Mill for HR Black & HRSPOproducts. The estimated project cost is Rs. 2000 crores and the project is expected to becompleted by September 2019.
Modernisation and capacity enhancement of Vasind and Tarapur downstream facilities. Themodernisation cum capacity enhancement project includes:
i) Increase in net cold rolling capacity by 0.96 MTPA by replacing existing 6 CR millswith 2 Batch Tandem CR mills one each at Vasind and Tarapur
ii) Increase in GI/GL capacity by 0.63 MTPA and
iii) Increase in colour coating capacity by 0.08 MTPA. The project cost is estimated atRs. 1200 crores and the project is expected to be completed by April 2019.
7. SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company had 42 direct and indirect subsidiaries 11 Joint Ventures as on March 312017. During the year under review three subsidiary companies were acquired/ formed.There has been no material change in the nature of the business of the subsidiaries.
During the year under review the following companies ceased to be subsidiary of theCompany:
i) JSW Steel East Africa Limited
ii) JSW Steel Service Centre (UK) Limited
iii) JSW Steel Holdings (USA) Inc.
iv) Periama Holdings LLC West Virginia
v) Barbil Beneficiations Company Limited
vi) Barbil Iron ore Company Limited
As per the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries (which includeassociate companies and joint ventures) in Form AOC-1 is attached to the financialstatements of the Company.
As per the provisions of Section 136 of the Act the standalone financial statements ofthe Company consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.The Company would provide the annual accounts of the subsidiaries and the related detailedinformation to the shareholders of the Company on specific request made to it in thisregard by the shareholders.
The details of major subsidiaries JV and associate companies are given below:
A. INDIAN SUBSIDIARIES
1. JSW STEEL COATED PRODUCTS LIMITED (JSW STEEL COATED)
JSW Steel Coated Products Limited is the Company's wholly-owned subsidiary. It hasthree manufacturing facilities in the State of Maharashtra at Vasind Tarapur andKalmeshwar. It is engaged in the manufacture of value added flat steel products comprisingof Galvanized and Galvalume Coils/Sheets and Colour Coated Coils/ Sheets. Thiscompany caters to both domestic and international markets.
JSW Steel Coated reported a production (Galvanising / Galvalume products) growth of 16%YoY at 1.72 Million tonnes. The sales volume grew by 12% YoY to 1.71 Million tonnes duringFY 2016-17. Exports sales increased by 0.13 Million tonnes over the previous yearwitnessing a 22% growth.
The revenue from operations for the year under review was Rs. 9753 crores. Theoperating EBITDA during FY 2016-17 was Rs. 630 crores as compared to the EBITDA of Rs. 348crores in FY 2015-16. The operating EBIDTA margin improved to 7% from 5% in FY 2015-16.The net profit after tax stood at Rs. 277crores compared to net profit after tax of Rs.75 crores in FY 2015-16.
KEY NEW PROJECTS Tin Plate Mill:
JSW Steel Coated Products Limited is setting up a Tin Plate Mill and related facilitiesat its Tarapur work to cater to the increasing demand for the tin plate. The estimatedproject cost is Rs. 650 crores and is expected to be commissioned in FY 2018-19.
Modernisation and capacity enhancement of manufacturing facilities: Additions /modifications will be carried out at Vasind and Tarapur for net capacity enhancement ofCold Rolling 0.96 mtpa GI/GL: 0.63 mtpa & Colour Coated 0.08 mtpa. The project mainlyincludes two units of 5 Stand Batch Tandem Cold Rolling Mill (BCTM) one each at Vasind andTarapur by replacing existing 6 cold rolling mills two new pickling lines one each atVasind and Tarapur and one new GI/GL line at Vasind. The project cost is estimated at Rs.1200 crs and expected to be commissioned by April 2019.
2. AMBA RIVER COKE LIMITED (ARCL)
Amba River Coke Limited (ARCL) is a wholly owned subsidiary of the Company. ARCL hasset up a 1 MTPA Coke Oven Plant and a 4 MTPA pellet plant in June 2014 and September 2014respectively. ARCL has produced 1.01 Million tonnes of coke and 3.97 Million tonnes ofpellet during FY 2016-17 registering an increase of 58% and 6% as compared to FY 2015-16.The coke and pellets produced are mainly supplied to Dolvi unit of the Company. The profitafter tax increased to Rs. 159 crores in FY 2016-17 as compared to Rs. 120 crores in FY2015-16.
3. JSW STEEL (SALAV) LIMITED (JSW SALAV)
JSW Steel Limited acquired 99.87% stake in JSW Steel (Salav) Limited (formerly known asWelspun Maxsteel Limited on October 31 2014. JSW Salav has a DRI plant with a capacity of0.9 MTPA along with a captive jetty and railway sliding.
During the year 2016-17 the unit has produced 0.56 Mnt an threefold increase ascompared to FY 2015-16. The profit after tax for FY 2016-17 was Rs. 32 crores compared toloss after tax of Rs. 176 crores in FY 2015-16.
4. JSW STEEL PROCESSING CENTRES LIMITED (JSWSPCL)
JSW Steel Processing Centres Limited (JSWSPCL) is the Company's wholly ownedsubsidiary. JSWSPCL was set up as a steel service centre comprising HR/ CR slitter andcut-to-length facility with an annual slitting capacity of 6.5 lakh tonnes. The Companyprocessed 5.41 lakh tonnes of steel during FY 2016- 17 compared to previous year's 4.81.lakh tonnes. JSWSPCL registered the profit after tax for FY 2016-17 of Rs. 21 crorescompared to Rs. 14 crores in FY 2015-16.
5. PEDDAR REALTY PRIVATE LIMITED (PRPL)
Peddar Realty Private Limited (PRPL) is the Company's wholly-owned subsidiary. Profitafter tax for FY 2016-17 was Rs. 3 crores compared to Rs. 2 crores in FY 2015-16.
6. JSW BENGAL STEEL LIMITED (JSW BENGAL) ITS SUBSIDIARIES BARBIL BENEFICIATIONCOMPANY LIMITED BARBIL IRON ORE COMPANY LIMITED JSW NATURAL RESOURCES INDIA LIMITED JSWENERGY (BENGAL) LIMITED (JSWEBL) AND JSW NATURAL RESOURCES (BENGAL) LIMITED (JSWNRBL)
As a part of the Company's overall growth strategy JSW Bengal Steel's Salboni projectwas planned to set up 10 MTPA capacity Steel plant in phases. All enabling work to take upimplementation of the project is in place.
However due to uncertainties in the availability of key raw materials like iron oreand coal post cancellation of allotted coal blocks the implementation of the project iscurrently put on hold. In the meantime efforts are being made to secure long termlinkages of raw materials. In the light of the new policy on the allocation of coal blocksand coal linkages from Coal India Ltd. and auction of the Iron ore mines under the Minesand Minerals Development and Regulation (MMDR) Act the Company is hopeful of establishingraw material linkages.
During the year as a part of consolidation process Barbil Beneficiation CompanyLimited and Barbil Iron Ore Company Limited were liquidated during the year.
7. JSW JHARKHAND STEEL LIMITED
JSW Jharkhand Steel Limited was incorporated for setting up a 10 million tonnes (inphases) steel plant in Jharkhand. It is pursuing for various approvals and clearances forsetting up the project.
8. JSW INDUSTRIAL GASES PRIVATE LIMITED (FORMERLY KNOWN AS JSW PRAXAIR OXYGENPRIVATE LIMITED)
In August 2016 the Company acquired the entire shareholding of 74% of Praxair IndiaPrivate Limited in JSW Praxair Oxygen Private Limited (JPOPL) for a cash consideration ofRs. 240 crores pursuant to an approval by its Board of Directors. As a result JPOPL hasnow become a wholly owned subsidiary of the Company. The name of the entity has beenchanged to JSW Industrial Gases Private Limited (JIGPL) with effect from 30th September2016. The company sources Oxygen Nitrogen and Argon gases from JIGPL for its VijayanagarPlant. The profit after tax was Rs. 21 crores in FY 2016-17 as compared to profit aftertax of Rs. 26 crores in FY 2015-16.
9. DOLVI MINERAL & METALS PRIVATE LIMITED (DMMPL) AND ITS SUBSIDIARY DOLVICOKE PROJECTS LIMITED (DCPL)
The Company holds 39.996% stake in Dolvi Minerals & Metals Private Limited (DMMPL)and Dolvi Coke Projects Limited (DCPL) is a wholly owned subsidiary of DMMPL.
The Company is setting up a 1.5 million tonnes per annum Coke Oven Plant (Phase-1) atDolvi through its wholly owned subsidiary Dolvi Coke Projects Limited (DCPL). The totalcost for this project will be about Rs. 2000 crore and is expected to be commissioned induring FY 2017-18.
Although the Company owns only 40% ownership interest under Ind AS the Company hasconcluded that the Company has practical ability to direct the relevant activities ofDMMPL unilaterally and treated both these Companies as its subsidiary and accordinglyconsolidated DMMPL and DCPL in its consolidated financial statements.
10. JSW REALTY & INFRASTRUCTURE PRIVATE LIMITED (JSWRIPL)
JSWRIPL primarily provides housing facilities to the employees of JSW Steel Limited andits business associates at Vijayanagar plant of JSW Steel. JSW Steel holds 10% PreferenceShares of Rs. 199.15 crores in JSWRIPL as on 31st March 2017.
Though the Company does not hold any ownership interest in JSWRIPL the Company hasconcluded that the Company has practical ability to direct the relevant activities ofJSWRIPL under Ind AS and treated the same as subsidiary and accordingly consolidatedJSWRIPL as part of its consolidated financial statements.
B. OVERSEAS SUBSIDIARIES
As part of the Company's overall efforts to restructure and consolidate its overseasoperations and holding structure in line with the current market dynamics the Companyhas implemented a reorganisation entailing
(i) Capital reduction at Netherlands Company level;
(ii) Transfer of assets and liabilities to another wholly owned subsidiary companyPeriama Holding LLC in US; and
(iii) liquidation of JSW Steel Holding (USA) Inc. (US Hold Co)
Consequent to the provision for impairment made in the books of accounts in the earlieryears the Company has taken steps to write off the loans given and investments made bythe Company to US Hold Co with the ultimate objective to liquidate it and write-off theCompany's investments in equity and preference capital of JSW Steel (Netherlands) B.V.
As a result of this restructuring the Company has written off of Rs. 5243 croresagainst the impairment provision / loss allowance recognised earlier and accordingly hasno impact on the Statement of Profit and Loss of the current year. The company continuesto own 100% interest in the said USA and Netherland entities post the above restructuring.
1. JSW STEEL (NETHERLANDS) B.V. (JSW NETHERLANDS)
JSW Steel (Netherlands) B.V. is a holding company for subsidiaries based in the US theUK Chile and East Africa. It also has 49% equity holding of Georgia- based Geo Steel LLCincorporated under the laws of Georgia.
(a) PERIAMA HOLDINGS LLC AND ITS SUBSIDIARIES VIZ. JSW STEEL (USA) INC PLATE ANDPIPE MILL OPERATION AND ITS SUBSIDIARIES WESTVIRGINIA USA- BASED COAL MININGOPERATION
PLATE AND PIPE MILL OPERATION
During FY 2016-17 the US plate and pipe mill's performance continued to be impacteddue to lack of orders for pipes from oil & gas sector. This unit produced 0.18 millionnet tonnes of plates and 0.04 million net tonnes of pipes with capacity utilisation of 18%and 7% respectively.
Net loss after tax for FY 2016-17 was Rs. 364 crores compared to Rs. 1271 crores inFY 2015-16.
Coal mining operation
Periama Holdings LLC has 100% equity interest in coal mining concessions in WestVirginia USA. along with permits for coal mining; Periama also owns a 500 tph coalhandling and preparation plant.
During the year the operation was minimal due to subdued market conditions.
Loss after tax of coal mining operations for FY 2016-17 was Rs. 49 crores compared toRs. 175 crores in FY 2015-16.
(b) JPHC AND CHILEAN SUBSIDIARIES NAMELY INVERSIONES EUROSH LIMITADA (IEL) SANTA FEMINING (SFM) AND SANTA FE PUERTO S.A (SFP)
Santa Fe Mining ("SFM") in Chile is developing iron ore deposits in theAtacama region of Chile. The Company holds a 70.0 per cent. equity interest in SFM.
SFM has developed the Bella Vista iron ore deposit located 20 km from Copiapo Chile.In 2010 SFM installed a 1 mtpa dry Beneficiation plant and proposes to install a new wetBeneficiation plant with a capacity of 1.28 mtpa.
These mines are currently under care and maintenance shut down since May 2015 and thecommencement of operations might be further delayed based on prevailing market conditions.
Loss after tax for FY 2016-17 was Rs. 77 crores compared to Rs. 512 crores in FY2015-16.
(c) JSW STEEL UK LIMITED AND ITS SUBSIDIARY JSW STEEL SERVICE CENTRE (UK) LIMITED ANDACCIATALIAS.P.A.
As a part of the consolidation process JSW Steel Service Centre (UK) Limited wasdissolved on 18th October 2016.
During the year Company has acquired 35% stake in Accitalia S.p.A.
The loss after tax was Rs. 14 crores for FY 2016-17.
(d) JSW STEEL EAST AFRICA LIMITED
As a part of consolidation process JSW Steel East Africa Limited was dissolved onApril 8 2016.
2. JSW NATURAL RESOURCES LIMITED (JSWNRL) AND ITS SUBSIDIARIES JSW NATURALRESOURCES MOZAMBIQUE LDA (JSWNRML) AND JSW ADMS CARVAO LDA
JSW Natural Resources Limited formed a wholly- owned subsidiary JSW NaturalResources Mozambique Lda in Mozambique. This initiative was taken to acquire coal assetsand engage in prospecting and exploring coal iron ore and manganese. JSW NaturalResources Mozambique Lda completed the exploration activities in Mutara District of TeteProvince and is in the process of obtaining the necessary approvals for lease of certainmining assets.
JSW ADMS Carvo Lda a subsidiary of JSW Natural Resources Mozambique Lda has a coalmining licence in Zumbo District of Tete province. The Company has completed explorationactivities and is in the process of making various applications for obtaining thenecessary approvals for mining operations.
3. NIPPON ISPAT SINGAPORE (PTE) LIMITED EREBUS LIMITED ARIMA HOLDINGS LIMITEDLAKELAND SECURITIES LIMITED.
There were no significant operations during the financial year.
4. JSW STEEL ITALY S.R.L.
During the year the company has formed a new subsidiary JSW Steel Italy S.r.l. inItaly through its wholly owned subsidiary JSW Steel Netherlands B.V. The company has beenformed mainly for trading in steel and steel related products primarily to cater theEuropean market.
The loss after tax was Rs. 0.28 crores for FY 2016-17.
C. JOINTVENTURE COMPANIES
1. GEO STEEL LLC
Georgia-based JV Geo Steel LLC in which the Company holds 49% equity through JSWSteel (Netherlands) B.V. has set up a steel rolling mill in Georgia with 175000 tonnesproduction capacity. Geo Steel produced 1.17 lakh tonnes of rebars and1.16 lakh tonnes ofbillets during FY 2016-17. Profit after tax for FY 2016-17 was Rs. 41 crores compared toRs. 7 crores in FY 2015-16.
2. ROHNE COAL COMPANY PRIVATE LIMITED
Rohne Coal Company Pvt. Ltd. is a JV for developing Rohne coal block. While Rohne coalblock was under development the Hon'ble Supreme Court of India cancelled the allocationof coal blocks by the Government of India to State and private sectors during thefinancial year 2014-15. Consequently the allocation of Rohne coal block to Rohne CoalCompany Private Limited stood cancelled.
3. MJSJ COAL LIMITED (MJSJ)
The Company along with other partners agreed to participate in the 11% equity of MJSJCoal Limited Odisha. This was in accordance with the JV Agreement to develop Utkal-A andGopal Prasad (West) thermal coal block in Odisha.
The Hon'ble Supreme Court of India cancelled the allocation of coal blocks by theGovernment of India to state and private sectors in during the financial year 2014-15.Consequently the allocation of coal block to MJSJ stood cancelled.
The Ministry of Coal Government of India has not yet commenced the auction of theseCoal blocks.
4. GOURANGDIH COAL LIMITED
Gourangdih Coal Ltd. (GCL) is a 50:50 JV between JSW Steel Limited and Himachal EMTAPower Corporation Ltd. (HEPL). It was incorporated to develop and mine coal from WestBengal's Gourangdih ABC thermal coal block. The Hon'ble Supreme Court of India cancelledthe allocation of coal blocks by the Government of India to state and private sectorsduring the financial year 2014-15. Consequently the allocation of the coal block to GCLstood cancelled. Gourangdih Coal block has been re-allocated to West Bengal MineralDevelopment & trading corporation by Ministry of Coal vide its notice dated 16thMarch 2016.
5. TOSHIBA JSW POWER SYSTEMS PRIVATE LIMITED (FORMERLY KNOWN ASTOSHIBAJSWTURBINE AND GENERATOR PRIVATE LIMITED)
Toshiba JSW Power Systems Private Limited is a JV company with a 75% shareholding byToshiba Corporation Limited Japan 22.52% by JSW Energy Limited and 2.48% by JSW SteelLimited. This Company is into designing manufacturing marketing and maintaining of midto large-size supercritical steam turbines and generators of size 500 MW to 1000 MW.
6. VIJAYANAGAR MINERALS PRIVATE LIMITED (VMPL)
According to the Hon'ble Supreme Court's order to stop all mining operations in Bellarydistrict in Karnataka activities from Thimmappanagudi Iron Ore Mines (TIOM) operated byVMPL were halted since July 2011.
As per the Apex Court direction the mines are being operated by Mysore MineralsLimited directly.
7. JSW SEVERFIELD STRUCTURES LIMITED AND ITS SUBSIDIARY JSW STRUCTURAL METALDECKING LIMITED
JSW Severfield Structures Limited (JSSL) is operating a facility to design fabricateand erect structural steel work and ancillaries for construction projects.
These projects have a total capacity of 55000 TPA at Bellary Karnataka. JSSL produced36014 tonnes during FY 2016-17. Its order book stood at Rs. 329 crores (30930 tonnes)as on March 31 2017. The Profit after tax for FY 2016-17 was Rs. 1 crores compared toLoss after tax of Rs. 9 crores in FY 2015-16.
JSW Structural Metal Decking Limited (JSWSMD) a subsidiary company of JSSL is engagedin the business of designing roll forming of structural metal decking and accessorieslike edge trims and shear studs. The plant's total capacity is 10000 TPA. The profitafter tax for FY 2016-17 was Rs. 2 crores compared to Rs. 2 crores in FY 2015-16.
8. JSW MI STEEL SERVICE CENTRE PRIVATE LIMITED (MISI JV)
JSW Steel and Marubeni-Itochu Steel signed a JV agreement on September 23 2011 to setup steel service centres in India.
The JV Company had started the commercial operation of its steel service centre inwestern India (near Pune) with 0.18 MTPA initial installed capacity in March 2015. MISIJV has also started the project work for its steel service centre in Palval Haryana with0.18 MTPA initial capacity. This facility is expected to be commissioned by end of FY2017-18. The service centre is equipped to process flat steel products such as hotrolled cold rolled and coated products. Such products offer just-in-time solutions toautomotive white goods construction and other value-added segments.
MISI JV incurred a profit after tax of Rs. 0.2 crores during FY 2016-17 in view oflower capacity utilisations compared to loss after tax of Rs. 5 crores in FY 2015- 16.
9. JSWVALLABHTINPLATE PRIVATE LIMITED (JSWVTPL)
JSW Steel holds 50% stake in JSWVTPL which is into tinplate business and has a capacityof 1.0 lakh tonnes. JSWVTPL produced 0.78 Lakh tonnes during FY 2016-17. Net loss aftertax for FY 2016-17 was Rs. 4 crores compared to profit after tax of Rs. 7 crores in FY2015-16.
D. COAL BLOCK
The Company had entered into three separate JV agreements for the development of RohneCoal Block Gopal Prasad (West) and Utkal (A) Coal Block and Gourangdih Coal Block. Whilethe coal blocks were under development the Hon'ble Supreme Court of India cancelled theallocation of coal blocks by the Government of India to state and private sectors.Consequently the allocation of coal blocks to these three JVs stood cancelled.Subsequently the Government of India promulgated the Coal Mines (Special Provision) Act2015. As per the provisions of the Act the investment made in the block by the priorallottee to the extent permitted under the said provisions will be reimbursed by thesuccessful bidder of the coal block. The Company has made an assessment of recoverableamounts of investments and other assets impacted by the said order. It has alsorecognised a provision of Rs. 29.54 crores as on March 31 2017 (Rs. 25.39 crores as onMarch 31 2016) considering the principle of conservatism.
8. ACQUISITIONS DURING THE YEAR
Acquisition of JSW Praxair Oxygen Private Limited (JPOPL)
In August 2016 JSW Steel acquired the entire shareholding of 74% of Praxair IndiaPrivate Limited in JSW Praxair Oxygen Private Limited (JPOPL) for a cash consideration ofRs. 240 crores pursuant to an approval by its Board of Directors. As a result JPOPL hasnow become a wholly owned subsidiary of the Company. The name of the entity has beenchanged to JSW Industrial Gases Private Limited (JIGPL) with effect from 30th September2016. The company sources Oxygen Nitrogen and Argon gases from JIGPL for its VijayanagarPlant.
C Category mines in Karnataka
The Company continues to focus on backward integration by investing in its resourcebase to secure critical raw materials. The new MMDR Act passed in 2016 has called for alevel playing field for industry players with a transparent allocation process of rawmaterials through competitive bidding. During the year the Company has focused on thisopportunity to enhance its raw material security and has won five mines in the auctions ofC-category iron ore mines in Karnataka. These mines have estimated resource of about 111million tonnes as per the tender document. The Company expects that of these five minestwo mines (with capacity of 0.71 mtpa) will be operational by first half of FY 2017-18 andthe remaining three mines will be operational by end of FY 2017-18. All five ironore mines are expected to produce approximately 4.7 mtpa iron ore per annum.
The Company is currently in the process of seeking all the statutory clearances forcommencement of mining operations.
9. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION JAPAN (JFE)
FY 2016-17 was the 7th year of strategic collaboration between the Company and JFESteel Corporation. During the year the Company has been able to enhance its businessshare in the Automotive segment with considerable success.
The Strategic Technical collaboration with JFE Steel has added significant value to theCompany both in terms of products and services. With JFE'S technical help the Companyhas been able to develop a wide range of Steels for Critical Auto End use applicationssuch as Outer body panels Bumper beams and other crash resistance parts with strengthlevels upto 980 mPA. This has enabled the Company to become a preferred steel supplierwith all Auto majors in the country as they embark in their localization program forsourcing of steel.
The Electrical Steel products from JSW have seen a remarkable ramp up both inproduction and sales in FY 2016-17. With the support of JFE's technology and partnershipthe Company has been able to make tremendous in-roads with a wide number of Customers on apan India level. These initiatives have resulted in the Company becoming a leading sourceof Electrical Steel in India.
10. RISK MANAGEMENT
The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognises that these risks need to be managed andmitigated to protect its shareholders and other stakeholders interest to achieve itsbusiness objectives and enable sustainable growth. The risk frame work is aimed ateffectively mitigating the Company's various business and operational risks throughstrategic actions. Risk management is embedded in our critical business activitiesfunctions and processes. The risks are reviewed for the change in the nature and extent ofthe major risks identified since the last assessment. It also provides control measuresfor risks and future action plans.
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company hasconstituted a sub-committee of Directors to oversee Enterprise Risk Management Frameworkto ensure execution of decided strategies with focus on action and monitoring risksarising out of unintended consequences of decisions or actions and related to performanceoperations compliance incidents processes systems and transactions are managedappropriately.
The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity.
11. INTERNAL CONTROLS AUDIT & INTERNAL FINANCIAL CONTROLS
A robust system of internal control commensurate with the size and nature of itsbusiness forms an integral part of the Company's corporate governance policies.
The Company has a proper and adequate system of internal control commensurate with thesize and nature of its business. Internal control systems are integral of JSW Steel'scorporate governance. Some significant features of internal control system are:
Adequate documentation of policies guidelines authorities and approvalprocedures covering all the important functions of the company.
Deployment of an ERP system which covers most of its operations and is supportedby a Defined on-line authorisation protocol.
Ensuring complete compliance with laws regulations standards and internalprocedures and systems.
De-risking the company's assets/ resources and protecting them from any loss.
Ensuring the integrity of the accounting system; the proper and authorisedrecording and reporting of all transactions.
Preparation and monitoring of annual budgets for all operating and servicefunctions.
Ensuring a reliability of all financial and operational information.
Audit committee of Board of Directors comprising of Independent Directors. TheAudit committee regularly reviews audit plans significant audit findings adequacy ofinternal controls and compliance with Accounting Standards etc.
A comprehensive Information Security Policy and continuous updation of ITSystems.
The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness.
JSW Steel has an internal audit function that inculcates global best standards andpractices of international majors into the Indian operations. The Company has a stronginternal audit department reporting to Audit Committee comprising Independent / NomineeDirectors who are experts in their field. The Company successfully integrated the COSOframework with its audit process to enhance the quality of its financial reportingcompatible with business ethics effective controls and governance.
The Company extensively practices delegation of authority across its team whichcreates effective checks and balances within the system to arrest all possible gaps withinthe system. The internal audit team has access to all information in the organisation this is largely facilitated by ERP implementation across the organisation.
Audit plan and execution
Internal Audit department has prepared a risk-based Audit Plan. The frequency of auditis decided by risk ratings of areas / functions. The audit plan is carried out by theinternal team. The audit plan is reviewed periodically to include areas which have assumedsignificant importance in line with the emerging industry trend and the aggressive growthof the Company.
In addition the audit committed also places reliance on internal customer feedback andother external events for inclusion of areas into the audit plan.
Internal Financial Controls
As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented 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 antifraud policies (like code of conduct conflict ofinterest confidentiality and whistle blower policy) and other polices (like organizationstructure insider trading policy HR policy IT security policy treasury policy andbusiness continuity and disaster recovery plan. The company has also prepared StandardOperating Procedures (SOP) for each of its processes like procure to pay order to cashhire to retire treasury fixed assets inventory manufacturing operations etc.
During the year controls were tested and no reportable material weakness in design andeffectiveness was observed.
12. CREDIT RATING
During the year Fitch Ratings retained the Company's Long Term Issuer Default Rating(IDR) senior unsecured rating and rating on the outstanding USD 500 million seniorunsecured fixed rate notes due in 2019 and new USD 500 million senior unsecured fixed ratenotes due in 2022 (together 'Notes'') to "BB" with negative outlook. AlsoMoody's Investors Service maintained the Corporate Family Rating and rating on the Notesto Ba3 upgrading the outlook to stable from negative.
The domestic credit rating for long term debt/facilities/NCD's by CARE and ICRA wereretained at "AA-" while the short term debt/facilities continue to be rated atthe highest level of "A1+". CARE has assigned a stable outlook on the long termrating while ICRA has assigned a negative outlook. India Ratings has assigned long termissuer rating and rating for the outstanding non-convertible debentures of the Company to"AA-" with negative outlook.
13. GOODS AND SERVICES TAX (GST)
The introduction of Goods and Services Tax (GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.
The transition to GST scenario is a major change process and the the Company hasestablished a dedicated team to evalute the impact analysis and carry out changes to thebusiness process & IT systems as per the GST framework.
14. FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public. Therefore it is notrequired to furnish information in respect of outstanding deposits under Non-bankingNon-financial Companies (Reserve Bank) Directions 1966 and Companies (Accounts) Rules2014.
15. SHARE CAPITAL
Sub-Division of Equity Shares.
Pursuant to the approval of the members accorded by way of a Postal Ballot on17.12.2016 the Equity Shares of the Company having a face value of Rs. 10/- (Rupees Tenonly) each were sub-divided into 10 (Ten) Equity Shares having a face value of Rs. 1/-(Rupee One only) each. Accordingly 241722044 equity shares of face value of Rs. 10each were sub-divided into 2417220440 equity shares of face value of Rs. 1 each.
Change in Authorised Share Capital.
During the financial year 2016-17 the Company pursuant to the approval accorded bythe Members of the Company by way of a Postal Ballot on 17th December 2016 has alsoamended its authorized share capital from Rs. 90150000000 (Rupees Nine ThousandFifteen Crores only) consisting of 6015000000 (Six Hundred One Crore and Fifty Lakhsonly) equity shares of Rs. 10/- (Rupees Ten Only) each and 3000000000 (Three HundredCrores) preference shares of Rs. 10/- (Rupees Ten only) each to Rs. 90150000000(Rupees Nine Thousand Fifteen crores only) consisting of 60150000000 (Six ThousandFifteen crores only) equity shares of Rs. 1/- (Rupee One Only) each and 3000000000(Three Hundred crores) preference shares of Rs. 10/- (Rupees Ten only) each.
The Company's paid up equity share capital remained at Rs. 2417220440 comprising of2417220440 equity shares of Rs. 1 each. The aggregate preference share capital remainedat Rs. 764449511 comprising of 279034907 10% cumulative redeemable preferenceshares of Rs. 10 each fully paid up and 485414604 0.01% cumulative redeemablepreference shares of Rs. 10 each fully paid up.
16. FOREIGN CURRENCY BONDS (FCBS)
During the financial year 2014-15 the Company had allotted 2500 4.75% Fixed RateSenior Unsecured Notes of US$ 200000 each of the Company due 2019 (the"Notes") aggregating to US$ 500 million to eligible investors. These Bondsissued by the Company in the International Market are listed on the Singapore ExchangeSecurities Trading Limited (the "SGX-ST").
In April 2017 the Company allotted 2500 5.25% Fixed Rate Senior Unsecured Notes ofUS$ 200000 each of the Company due 2022 (the "Notes") aggregating to US$ 500million to eligible investors. These Bonds issued by the Company in the InternationalMarket are also listed on the Singapore Exchange Securities Trading Limited (the"SGX-ST").
17. CORPORATE GOVERNANCE
Your Company has complied with the requirements of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 regardingCorporate Governance. A report on the Corporate Governance practices the Auditors'Certificate on compliance of mandatory requirements thereof are given as an annexure tothis report.
18. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report.
19. BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING
JSW Steel Ltd. is deeply committed to growing the business responsibly with a long-termperspective as well as to the nine principles enshrined in the National VoluntaryGuidelines (NVGs) on Social Environmental and Economic Responsibilities of Business asnotified by the Ministry of Corporate Affairs Government of India in July 2011. It hasalso been voluntarily disclosing its sustainability performance anchored to the frameworkof the Global Reporting Initiative (GRI) and further embellished by third party assuranceas per the International Standards for Assurance Engagements (ISAE 3000).
As per the directive from the Board Committee for Business Responsibility /Sustainability Reporting the assurance provider was changed for FY 2016-17 in order toobtain observations on the performance from a different viewpoint. The Committee of theBoard consisting of three Independent Directors (including a woman Director) and threeExecutive Directors (as on March 31 2016) review the Company's performance in terms ofBusiness Responsibility / Sustainability Reporting on a bi-annual basis. The Group ChiefSustainability Officer is responsible for planning and implementing the sustainabilityinitiatives as well as for the stakeholder grievance redressal mechanism.
The Company has observed an increasing trend of interest by investors and ratingagencies in the non-financial performance and disclosures by the company. Your Company wasinvited to participate in the DJSI-RobecoSAM's 2016 Corporate Sustainability Assessment(CSA). The Company features in the Vigeo Eiris Emerging 70 group. Also as in the pastyears the Company continued to respond to the carbon disclosure project (CDP) on theclimate change aspects of its business.
The Business Responsibility Report (BRR) of the Company is as per the requirements ofRegulation 34 (f) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. This BRR as well as the SustainabilityReport along with all the related policies can be viewed on the Company's website(http:// www.jsw.in/investors/investor-relations-steel).
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Dr. Vinod Nowal (DIN 00046144)retires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
Mr. Seturaman Mahalingam (DIN. 00121727) who was appointed as an Additional Director ofthe Company in the category of Independent Director by the Board of Directors with effectfrom July 27 2016 in terms of Section 161 of the Companies Act 2013 and in terms ofArticle 123 of your Company's Articles of Association holds Office until the date of theensuing Annual General Meeting. Your Company has received a notice under Section 160 ofthe Companies Act 2013 from a shareholder of your Company signifying his intention topropose the name of Mr. Seturaman Mahalingam for appointment as a Director of yourCompany. Brief profile of Mr. Seturaman Mahalingam is given in the notice conveningthe 23rd AGM for the reference of the shareholders.
Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on May 17 2017 has subject to the approval of the membersat the forthcoming 23rd Annual General Meeting of the Company scheduled on 29th June 2017approved:
a) the re-appointment of Mr. Sajjan Jindal (DIN 00017762) as Managing Director of theCompany for a further period of five years with effect from 07.07.2017;
b) the re-appointment of Mr. Seshagiri Rao M.V.S. (DIN 00029136) as a Whole-timeDirector of the Company designated as Jt. Managing Director & Group CFO' for aperiod of three years with effect from April 6 2017; and
c) the re-appointment of Dr. Vinod Nowal (DIN 00046144) as a Whole-timeDirector of the Company designated as Dy. Managing Director' for a period of fiveyears with effect from April 30 2017.
The proposals regarding the appointment/re-appointment of the aforesaid Directors areplaced for your approval.
Other changes in the Board of Directors of your Company during the year under revieware as follows:
Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC)had nominated Mr. Pankaj Kumar Pandey IAS [DIN 03376149] as its nominee on yourCompany's Board in place of Mr. Naveen Raj Singh IAS [DIN 06854287] with effect fromAugust 17 2016.
However it withdrew the nomination of Mr. Pankaj Kumar Pandey IAS before considerationof his appointment by the Board and once again nominated Mr. Naveen Raj Singh IAS asits nominee on your Company's Board with effect from September 20 2016. KSIIDC againwithdrew the nomination of Mr. Naveen Raj Singh IAS and nominated Mrs. P.Hemalatha IAS [DIN 06537451] as its nominee on the Board of your Company w.e.f April 202017.
JFE Steel Corporation nominated Mr. Hiromu Oka (DIN 6577751) as its nominee on theBoard of the Company in place of Mr. Kyoichi Kameyama [DIN 07174392] with effect fromOctober 27 2016. JFE Steel Corporation further withdrew the nomination of Mr. Hiromu Okaas its Nominee on the Board w.e.f 17.05.2017 and nominated Mr. Hiroyuki Ogawa [Din No.07803839] as its Nominee Director w.e.f 17.05.2017.
Your Directors place on record their deep appreciation of the valuable servicesrendered by Mr. Kyoichi Kameyama Mr. Hiromu Oka and Mr. Naveen Raj Singh IAS duringtheir tenure as Directors of the Company.
There were no changes in the Key Managerial Personnel of the Company during the year.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board.
The current policy is to have a balanced mix of executive and non-executive IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As at 31.03.2017 the Board of Directors comprises of 12Directors of which 8 are non- executive including one woman director. The number ofIndependent Directors is 6 which is one half of the total number of Directors.
The policy of the Company on directors' appointment including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is governed bythe Nomination Policy read with Company's policy on appointment/re- appointment ofIndependent Directors. The remuneration paid to the directors is in accordance with theremuneration policy of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the independent directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
21. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outby the Nomination and Remuneration Committee. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. Details ofthe same are given in the Report on Corporate Governance annexed hereto.
22. AUDITORS AND AUDITOR'S REPORT
As per the provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Deloitte Haskins & Sells LLP CharteredAccountants having held Office as Auditor for a period of 8 years prior to theCommencement of the Companies Act 2013 were eligible to be appointed as Auditors for aperiod of three more years and were accordingly appointed by the Members in the 20thAnnual General Meeting of the Company held on 31.07.2014 for a period of three more yearsthat is until the conclusion of the 23rd Annual General Meeting of the Company.Accordingly the Statutory Auditors of the Company M/s. Deloitte Haskins & Sells LLPChartered Accountants hold Office till the conclusion of the ensuing Annual GeneralMeeting of the Company.
After evaluation of the Country's leading Auditing Firms the Board of Directors hasidentified and recommended the appointment of M/s S R B C & Co. LLP (324982E/E300003)Chartered Accountants as the Statutory Auditor of the Company for a term of 5 years(subject to ratification by members at every Annual General Meeting if required under theprevailing law at that time) to hold Office from the conclusion of the 23rd AnnualGeneral Meeting until the conclusion of the 28th Annual General Meeting of the Company. SR B C & Co. LLP is a part of the S.R.Batliboi & Affiliates network of audit firmsestablished in 1914 and registered with the Institute of Chartered Accountants of India.All the constituent firms of S.R. Batliboi are member firms in India of Ernst & YoungGlobal Limited (E&Y).
M/s. S R B C & Co. LLP Chartered Accountants have expressed their willingness tobe appointed as Statutory Auditors of the Company. They have further confirmed that thesaid appointment if made would be within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and that they are not disqualified for appointment.Accordingly their appointment as Statutory Auditors of the Company from the conclusion ofthe 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting ofthe Company is placed for your approval.
EXPLANATIONTO AUDITOR'S COMMENT
Statutory Auditors have in their report drawn attention to (i) note 10 and note 48 tothe Abridged Standalone Financial Statements and the Standalone Financial Statementsrespectively regarding the factors considered in the Company's assessment that thecarrying amounts of the investments aggregating to Rs. 956.66 crore in and the loans andadvances aggregating to Rs. 3140.31 crore to certain subsidiaries and a joint venture arerecoverable and that no loss allowance is required against the financial guarantees of Rs.3375.65 crore; and corresponding (ii) note 10 and note 44 to the Abridged ConsolidatedFinancial Statements and the Consolidated Financial Statements respectively regarding thefactors considered in the Company's assessment that carrying amounts of the assetsaggregating to Rs. 6146.14 crore relating to certain businesses of the Group arerecoverable.
In the opinion of the Board the recoverable amount of the aforesaid assets derivedconsidering various factors viz. estimates of cash flows future price forecast of ironore and coal mineable resources significant improvement in capacity utilisationoperating margins order book market prices of inventories discount rate is higher thanthe carrying amount of these assets and accordingly no provision / loss allowance isrequired in respect of these assets in the consolidated financial statements andcorresponding investments loans and financial guarantees in the Standalone FinancialStatements.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to get its costaccounting records audited by a Cost Auditor.
Accordingly the Board at its meeting held on May 17 2017 has on the recommendationof the Audit Committee appointed M/s. Shome & Banerjee Cost Accountants to conductthe audit of the cost accounting records of the Company for FY 2017-18 on a remunerationof Rs. 15 lacs plus taxes as applicable and reimbursement of actual travel and out ofpocket expenses. The remuneration is subject to the ratification of the Members in termsof Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 and isaccordingly placed for your ratification. The due date for filing the Cost Audit Report ofthe Company for the Financial Year ended 31 March 2016 was 30 September 2016 and theCost Audit Report was filed in XBRL mode on 23rd August 2016.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. S. Srinivasan & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditcarried out is annexed herewith as Annexure "C". The report does not contain anyobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
The Board at its meeting held on May 17 2017 has reappointed M/s. Srinivasan &Co. Practicing Company Secretaries as Secretarial Auditor for conducting SecretarialAudit of the Company for FY 2017-18.
23. RELATED PARTYTRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the financial yearwere on arm's length basis and in the ordinary course of business.
Being considered material in terms of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) regulations 2015 approval of theshareholders was obtained by way of a Postal ballot on 17th December 2016 for relatedparty transactions with JSW International Tradecorp Pte Limited for an aggregate value ofUSD 7480 million over a period of 36 months starting from 1st April 2016 for procuringiron ore coking coal coke and other raw materials.
The policy on dealing with Related Party Transactions as approved by the Board isuploaded on the Company's website http://www.jsw.in/investors/steel/related-party-policy.The Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Related Party Transactions keeping inmind the potential or actual conflicts of interest that may arise because of entering intothese transactions. All Related Party Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for Related Party Transactionswhich are of repetitive nature and / or entered in the Ordinary Course of Business and areat Arm's Length. All Related Party Transactions are subjected to independent review by areputed accounting firm to establish compliance with the requirements of Related PartyTransactions under the Companies Act 2013 and Regulation 23 of the Securities andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015.
The disclosure of material Related Party Transactions is required to be made underSection 134(3) (h) read with Section 188(2) of the Companies Act 2013 in Form AOC 2.Accordingly Related Party Transactions that individually or taken together withprevious transactions during a financial year that exceed ten percent of the annualconsolidated turnover as per the last audited financial statements which were enteredinto during the year by your Company is given in Annexure E' to this report.
Your Directors draw your attention to the related party disclosures mentioned in theAbridged Standalone Financial Statements and the Standalone Financial Statements.
24. EMPLOYEE STOCK OPTION PLAN (ESOP):
The Board of Directors of the Company at its meeting held on January 29 2016formulated the JSWSL Employees Stock Ownership Plan 2016 ("ESOP Plan")to be implemented through the JSW Steel Employees Welfare Trust ("Trust") withan objective of enabling the Company to attract and retain talented human resources byoffering them the opportunity to acquire a continuing equity interest in the Company whichwill reflect their efforts in building the growth and the profitability of the Company.The ESOP Plan involves acquisition of Shares from the Secondary market.
A total of 2868700 (Twenty-Eight Lakhs Sixty-Eight Thousand Seven Hundred) optionswould be available for grant to the eligible employees of the Company and its director(s)excluding independent directors and a total of 316300 (Three Lakh Sixteen Thousand ThreeHundred) options would be available for grant to the eligible employees of the IndianSubsidiaries of the Company and their director(s) excluding independent directors underthe ESOP Plan. Pursuant to the approval accorded by members of the Company for Subdivisionof Equity Shares the total number of options that can be granted under ESOP plan standsrevised to 28687000 for grant to eligible employees of the Company and its directors(s)excluding Independent directors and 3163000 for grant to eligible employees of theIndian Subsidiaries of the Company.
7436850 options have been granted under this plan by the JSWSL ESOP Committee in itsmeeting held on 17th May 2016 under the 1st Grant to the eligible employees of the Companyand its Indian Subsidiaries including the Wholetime Directors of the Company. The Grantof ESOPs to Whole-time Directors of the Company has been approved by the Nomination andRemuneration Committee and the Board. Mr. Seshagiri Rao M.V.S Dr. Vinod Nowal and Mr.Jayant Acharya Whole-time Directors of the Company have been granted 192680 179830and 179830 options respectively towards the first grant under the ESOP Plan. As per theESOP Plan 50% of these options will vest at the end of the third year and the balance 50%at the end of the fourth year.
5118977 options have been granted under this plan by the JSWSL ESOP Committee in itsmeeting held on 16th May 2017 under the 2nd Grant to the eligible employees of the Companyand its Indian Subsidiaries including the Whole- time Directors of the Company. The Grantof ESOPs to Whole-time Directors of the Company has been approved by the Nomination andRemuneration Committee and the Board. Mr. Seshagiri Rao M.V.S Dr. Vinod Nowal and Mr.Jayant Acharya Whole-time Directors of the Company have been granted 127968 127968and 119436 options respectively towards the second grant under the ESOP Plan. As per theESOP Plan 50% of these options will vest at the end of the third year and the balance 50%at the end of the fourth year.
The applicable disclosures relating to the earlier JSWSL Employees Stock Ownership Plan 2012 as well as the current 2016 plan as stipulated under the ESOP Regulationspertaining to the year ended March 31 2017 is hosted on the Company's website athttp://www.jsw.in/investors/investor-relations-steel and forms a part of this Report.
Voting rights on the shares if any as may be issued to employees under the aforesaidESOP Plans are to be exercised by them directly or through their appointed proxy hencethe disclosure stipulated under Section 67(3) of the Companies Act 2013 is notapplicable.
There is no material change in the aforesaid ESOP Plans and the same are in compliancewith the ESOP Regulations.
The Certificate from the Statutory Auditors of the Company certifying that theCompany's Stock Option Plans are being implemented in accordance with the ESOP Regulationsand the resolution passed by the Members would be placed at the Annual General Meetingfor inspection by Members.
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
JSW Steel believes in inclusive growth to facilitate creation of a value-based andempowered society through continuous and purposeful engagement with society around.
The Company is well on its course to execute programs under the theme Janam SeJanani Tak JSW Aap Ke Saath'(JSJT) a long term commitment extending services tomeet the pressing needs towards empowering women and children living in the DirectInfluence Zone of JSW Steel's plant locations and beyond. Through JSJT our efforts aredirected towards enabling an ideal scenario where women and girls have access to qualityeducation healthcare and livelihood skills to build their own destinies while takingvital decisions in their families and society at large.
Guided by the belief that every life is important and must be given fair opportunitiesto make the best out of it JSW Steel is working towards eradicating poverty & hungertackling malnutrition promoting social development addressing social inequalities byempowering the vulnerable section of society addressing environmental issues preservingnational heritage and promoting sports training.
JSW Steel is committed to:
Continue allocating at least 2 percent of Profit Before Tax (PBT) towards specialcorpus for Corporate Social Responsibility as per the categories of the Companies Act 2013
Transparent and accountable system for social development and impact assessmentsthrough an external agency
Concentrate on community needs and perceptions through social processes and relatedinfrastructure development
Provide special thrust towards empowerment of women through a process of socialinclusion
Promote arts culture and sports; and conserve cultural heritage
Spread the culture of volunteerism through the process of social engagement
JSW Foundation administers the planning and implementation of all our CSRinterventions. A separate corpus has been created and is administered by a committeeappointed by the Board. All the CSR initiatives are approved by the committee and the sameare reviewed periodically.
Taking a note of the importance of synergy and interdependence at various levels JSWSteel has adopted a strategy that combines working with multi-stakeholders as well asdirectly depending on the appropriateness and some of this are:
Priority is given to the villages in the immediate vicinity of the plant locationsDefined as Direct Influence Zone (DIZ). The policy enables plants to define their own DIZwith the provision that this could be expanded as per the size of operations. Howevercertain programs might be expanded beyond this geographical purview and upscaled. Thiscontext is Defined as Indirect Influence Zone (IIZ).
All the interventions shall be formulated based on need assessment using differentquantitative and qualitative methods that lead to measurable impact.
All these interventions shall be implemented either directly or in partnership withboth Government and civil society organizations at various levels.
All the interventions shall be adopted based on concurrent evaluation and knowledgemanagement through process documentation and sharing.
Social Mobilization advocacy at various levels and/ or appropriate policy changesshall form part of the interventions in each sector.
Following are the Company's thematic interventions as per Schedule VII of the CompaniesAct 2013:
Improving living conditions (eradication of hunger poverty malnutrition etc.)
Promoting social development (education skill development livelihood enhancementsetc.)
Addressing social inequalities (gender equality women empowerment etc.)
Ensuring environmental sustainability Promotion of Sports Swachha Bharat
The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this Report as Annexure D.
26. ENVIRONMENTAL INITIATIVES
JSW Steel is firmly committed to conservation of natural resources; reduction ofemissions and discharges to the environment and preservation of biodiversity in all itsoperations. During the FY 2016-17 several initiatives were taken in this direction.
Our initiatives and achievements during 2016-17 include:
Conservation of natural resources:
Reduction of Carbon dioxide emissions: The carbon intensity of our steel plantoperations reduced by 4.9% Some of the salient initiatives were the upgrade of Blastfurnace-1 with the state of the art technological features like Top pressure RecoveryTurbine (TRT) and waste heat recovery from stove in Blast furnace-1 which would aide inreduction of CO2 emissions Inter connection of steam networks at Vijaynagar Works tooptimize steam distribution resulting in lower import of steam from captive power plantsand reducing emissions In Dolvi operations the TRT at blast furnace and variablefrequency drive at Sinter Plant has reduced the CO2 emissions.
Water conservation: Water security is essential for un-interrupted operations ofthe steel plant units. Our plants atVijayanagar and Salem are located in water scarceareas imposing a great responsibility on us. During the year several measures were takento conserve water by improving water use efficiency; recycling treated waste water;treated sewage and recovering high quality water through reverse osmosis plants. All thesemeasures have resulted in reduction of specific water consumption for steel making.Further to ensure sustained availability of water for the steel plant operations we haveinitiated the work for construction of a reservoir of 30 million m3 at Vijayanagar. Thereservoir besides meeting the water requirements of the steel plant will also help inimproving the microclimate in the surrounding areas. Several rainwater harvestingstructures are being constructed to capture rainwater covering a catchment area of 10592Sq. meters and subsequent use in the steel plants.
Recycle of solid wastes: A large volume of solid waste materials are generated assludge and dust during the operation of air and water pollution control systems. Duringthe year. Such wastes were recycled through sinter plants which helped in reducingpurchase of nearly 5% of iron ore . JSW Steel over the years has innovated severalrecycling technologies like Iron (Fe) recovery from iron ore tailings for use in pelletplant; Briquetting of millscales for use in steel making; Fe Beneficiation of low Fewastes in "Waste to wealth" plant; and direct recycle through sinter making.
Slag Sand: During the year JSW Steel sold 1.86 lakh tons of slag sand for use as fineaggregates in construction replacing natural river sand help in conserving the riverbeds. 35297 tons of Blast furnace flue dust were used in cement making .
Steel Slag: The utilisation of steel slag produced in steel making is very low in thecountry and remains a major concern area. This is due to lesser awareness of its superiorproperties as aggregates and its inclusion in applicable codes. JSW Steel has nowdeveloped an innovative technology by which the steel slag can be converted as a usefulproduct as construction aggregate especially in roads and pavements. The technology isbeing patented and is expected to increase steel slag utilisation substantially in thefuture years.
Reduction of emissions & discharges:
Air emissions: Owing to handling of large volume of solid materials emissions of dustremains a major area of concern in all steel plants. During the year several measures weretaken to reduce emissions by installing bag filters in high dust areas. These includeinstallation of 12 bag filters at Vijayanagar and 5 nos at Dolvi; 5000 m2 of wind fence tocontrol fugitive dust at Salem and Upgradation of Electrostatic Precipitator (ESP) insinter plant and Gas cleaning plant of steel making at Dolvi; This has resulted inreduction of specific dust emissions by about 15%.
Zero Liquid Discharge: All the units of JSW Steel have installed requisite facilitiesto use every drop of water. These include cascaded water use; recycling in less criticalapplications; use for greenery development etc. This has facilitated in ensuring zeroliquid discharge from all the steel plants.
Environmental Investments: During the year JSW Steel incurred a capital expenditure ofRs. 291 Cr for reducing emissions and discharges to the environment .
The steel plant at Vijayanagar is in an arid area with poor rainfall and devoid ofvegetation. With the continued efforts on tree plantation over the years by JSW Steel andsurrounding community the micro climate in the surrounding area has improvedsubstantially facilitating improved bio diversity. A survey conducted during the year hasshown that number of higher plant species has increased by 48.59% in last 20 years from293 to 570.
JSW Steel with the help of the Forest department has established an interpretationcentre at Daroji Wildlife sanctuary located near the Vijayanagar steel plant. Theinterpretation centre is expected to bring in greater awareness on wildlife and help intheir conservation.
At our Dolvi works a major initiative has been undertaken along with the forestdepartment to develop mangroves. JSW Steel initiated mangroves restoration project inOctober 2016 which is a three year project that aims to benefit more then 7500 fishermanand farmers by restoration of mangroves by strengthening the embankment area of theproject site along 5000 hectares of land so that saline water dose not ingress into thefarm lands. Mangrove ecosystems provide habitat and nurseries for fauna associated withmangroves they sequester carbon remove water pollutants and protect coastal areas andagricultural fields against cyclones wave impacts sea upsurges and coastal abrasion morethen 1 Lakh mangrove saplings were developed & Plantations were done in the fivelocations within 20 km of plant site.
With an effort to improve the greenery beyond the steel plant area tree plantation hasbeen carried out over an area of 450 acres belonging to the forest department atVijayanagar.
27. AWARDS AND ACCOLADES
Over the years JSW Steel has participated and won many awards & recognition. Thisinclude in areas like Business Excellence Sustainability Innovation etc. The awards wonduring FY 2016-17 include the following
Steelie Award 2016 in the Innovation category for development of advanced high strengthautomotive steels with speed and innovation at the 7th Steelie Awards instituted by WorldSteel Association
National Award for supply chain and Logistics Excellence: JSW Steel won the award byConfederation of Indian Industry (CII) under steel category in its 3rd edition of theSupply Chain and Logistics Excellence (Scale) Awards.
Accreditation with level 5 for Total Cost Management (TCM): JSW Steel was accreditedwith Level 5 (an exemplary rating highest in the category) by TCM division of theCII for TCM Maturity Model Assessment.
The National Energy Conservation Award 2016 by the "Bureau of EnergyEfficiency"- a statutory body under the Ministry of Power: The Vijayanagar works wonthe 2nd prize in the category of Integrated Steel Sector.
Golden Peacock Innovative Product/Service Award 2016 awarded at the Institute ofDirectors 26th World Congress on Leadership for business excellence & innovation.
National Sustainability Award-2016: Second Prize amongst the Integrated Steel PlantsCategory by Indian Institute of Metals.
Indian Institute of Mineral Engineers (IIME) Mineral/ Coal Beneficiation AwardIndustrial Practice: Award for outstanding professional contribution to MineralEngineering -2016.
International Convention on Quality Circle Circles
Received the Gold Award (Moon Light team) from SMS1.
Received the Silver Award (Pratham team) from Coke oven.
National Convention on Quality Circle (NCQC)
Four teams from Coke Oven and one each from LCP and SMS were conferred with ParExcellence awards
One team each from Blast Furnace IV and RMHS were adjudged Excellence award
Chapter Convention on Quality Circle (CCQC)
Of the twenty-four teams twenty-one were conferred with Gold Awards while three teamswere rewarded with Silver Awards.
Conferred with Greentech Environment Award - in Gold Category for 2015 and 2016
Received the First appreciation Award in CII QC Circle Maharashtra State Level
Received the CCQC Mumbai Chapter Bronze Award in QC Circle and the CCQC Mumbai ChapterGold Award in Kaizen Concept
Received the NCQC 2016 Raipur Chapter Excellent Award in Kaizen Concept
Participated in PM's Trophy 2014-15 & 2015-16 Assessment
Received the First prize in IIM Sustainability Award' under the alloy steelcategory.
Received the Gold Award in Six Sigma category at the International Convention onQuality Circle Chapter (ICQCC) held in Thailand.
Won '8 Par Excellence and 2 Excellence awards at the National Convention on QualityConcepts (NCQC)'.
Won 12 Gold 1 Silver Awards at State Level Convention on Quality Circle (CCQC).
The certification audit was conducted for the IMS (Integrated Management System) whichincludes all the ISO-9001 ISO -14001 and BS-OHSAS-18001 for JSW works and the JSWTownship.
Vijayanagar works has been conferred the prestigious Social Accountability (SA) 8000Certification by Social Accountability International (SAI) USA. SA 8000 certification isa global verifiable standard for managing the work place in a most effective manner byimproving the work place conditions.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 sub- section 3(c) and sub-section 5 ofthe Companies Act 2013 your Directors hereby state and confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(ii) Such accounting policies have been selected and applied consistently andjudgements and estimates have been made that are reasonable and prudent to give a true andfair view of the Company's state of affairs as at March 31 2017 and of the Company'sprofit or loss for the year ended on that date.
(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) The annual financial statements have been prepared on a going concern basis.
(v) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
(vi) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Regulations 17 of theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015.
The Audit Committee comprises of three Non-Executive Directors all of whom areIndependent Directors. Mr. K. Vijayaraghavan is the Chairman of the Audit Committee. TheMembers possess adequate knowledge of Accounts Audit Finance etc. The composition ofthe Audit Committee meets the requirements as per the Section 177 of the Companies Act2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulations 2015.
There are no recommendations of the Audit Committee which have not been accepted by theBoard.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT9 is annexed (Annexure "B")hereto and forms a part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instance of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunalswhich could impact the going concern status of the Company and its future operations.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earnings and outgo is given in thestatement annexed (Annexure "A") hereto and forms a part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required to be disclosed in the Directors' Report pursuant to Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out as Annexure "F" tothis Report.
Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 an abridged version of the Annual Report excluding the aforesaid informationis being sent to the members of the Company and others entitled thereto. For those personswho have registered their e-mail addresses with the Company the full version of theAnnual Report containing the aforesaid information is being sent to them electronically.Members and other entitled persons who have not registered their e-mail addresses with theCompany may access the full version of the Annual Report up to the date of the ensuingAnnual General Meeting on the website of the Company; or by physically inspecting the fullversion of the Annual Report at the Registered Office of the Company on all working daysof the Company between 10.00 a.m. and 1.00 p.m.; or by requesting a physical copy bywriting to the Company Secretary.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during FY 2016-17.
OTHER DISCLOSURES / REPORTING
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these items during the yearunder review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government of India Republic of Chile Kenya MauritiusMozambique Mali the USA and the UK; the State Governments of Karnataka MaharashtraTamil Nadu West Bengal and Jharkhand; the financial institutions banks as well as theshareholders and debenture holders during the year under review. The Directors also wishto place on record their appreciation of the devoted and dedicated services rendered byall employees of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Sajjan Jindal |
|Date:17th May 2017 ||Chairman |