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Jindal Steel & Power Ltd.

BSE: 532286 Sector: Metals & Mining
BSE 00:00 | 20 May 478.90 18.55






NSE 00:00 | 20 May 478.80 18.05






OPEN 472.85
VOLUME 155656
52-Week high 577.70
52-Week low 340.10
P/E 4.65
Mkt Cap.(Rs cr) 48,853
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 472.85
CLOSE 460.35
VOLUME 155656
52-Week high 577.70
52-Week low 340.10
P/E 4.65
Mkt Cap.(Rs cr) 48,853
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jindal Steel & Power Ltd. (JINDALSTEL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 42ndAnnual Report and the Company's audited financial statements (standalone andconsolidated) for the Financial Year ended March 31 2021.


The Company's financial results for the year ended March 31 2021are summarized below:

(Rs in Crore)
Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20*
Total Income 33973.94 26228.25 39527.55 30490.80
EBITDA 13054.91 5777.31 14444.25 6814.66
Depreciation and amortisation expenses 2243.45 2287.08 3453.34 3428.87
Finance Cost (Net) 2186.54 2610.61 3093.33 3767.88
Profit/ (Loss) before tax after exceptional Items from continuing operations 9119.22 879.62 7295.64 (465.24)
Less: Provision of tax 1964.91 261.95 1768.71 108.45
Profit/ (Loss)after tax from continuing operations 7154.31 617.67 5526.93 (573.69)
Profit/ (Loss) before tax after exceptional Items from discontinued operations - - (1216.60) 219.40
Less: Provision of tax - - 43.29 45.41
Profit/ (Loss) after tax from discontinued operations - - (1259.89) 173.99

* Please refer note no. 55 to the consolidated financial statements asat and for the year ended March 31 2021.


There have been no material change(s) and commitment(s) exceptelsewhere stated in this report affecting the financial position of the Company betweenthe end of the financial year of the Company i.e. March 31 2021 and the date of thisReport.

There has been no change in the nature of business of the Companyduring the financial year ended on March 31 2021.


Notwithstanding the massive disruption caused by the pandemic in earlyFY'21 the Company's wide product profile and geographical diversificationhelped the Company report higher production and sales on year-on-year basis. DuringFY'21 production of crude steel increased by 19% (y-o-y) to hit a record of 7.51 MTas against 6.30 MT in FY'20 whereas the sales of various steel products duringFY'21 also reached the highest ever level of 7.28 MT an increase of 20% (y-o-y) ascompared to 6.06 MT in FY'20.

Better export markets during the FY'21 resulted in theCompany's exports rising by 226% to 2.53 MT accounting for 35% of its overall sales.The pellet operations at the Barbil Plant of the Company also reported record productionof 7.76 MT in FY'21 as compared to 7.28 MT in FY'20.


During FY'21 the power generation was 13075 MU as against 9583MU in FY'20.


The Board of Directors of your Company had approved the DividendDistribution Policy in accordance with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations

2015 ("Listing Regulations"). The Policy may be accessed onthe website of the Company at:

The objective of this policy is to establish the parameters to beconsidered by the Board of Directors of your Company before declaring or recommendingdividend.

The Board of Directors of your Company has not recommended any dividendduring the year. There was no transfer to reserves during the year.


Your Company's domestic credit ratings as on March 31 2021 areas follows:

Long-term Short term
Rating Agencies
debt/facilities/NCD debt/ facilities
Credit Analysis & Research Ltd. A(-) A2(+)
CRISIL A(-) A2(+)
ICRA Limited BBB(+) A2

During the FY'21 Credit Ratings of the Company were upgraded to"A(-) with Stable outlook" by CRISIL from "BBB with positive outlook"CARE has upgraded the credit rating to "A(-)" with Stable outlook from"BBB(-) with Stable outlook". ICRA has also upgraded the credit rating to"BBB(+) with Stable outlook" from "BBB(-) with Positive outlook".

Further subsequent to the close of FY'21 the credit ratings ofthe Company have been further upgraded as follows:

Rating Agencies Long-term debt/facilities/NCD Short term debt/ facilities
CARE A(+) A1(+)
ICRA Limited A A1
CRISIL A(-) A2(+)


In accordance with the provisions of the Companies Act 2013 ("theAct") the Listing Regulations and Ind AS the audited consolidated financialstatements are provided in the Annual Report.


During FY'21 there was no change in the Authorised Share Capitaland Paid-up Share Capital of the Company. As at March 31 2021 the Authorised ShareCapital of the Company was Rs 3000000000/-(Rupees Three Hundred Crore only) dividedinto 2000000000 (Two Hundred Crore) equity shares of Rs 1/- (Rupee One only) each and10000000 (One Crore) Preference Shares of Rs 100/- (Rupees One Hundred only) each andPaid-up Share Capital of the Company was Rs 1020015971/- (Rupees One Hundred Two CroreFifteen Thousand Nine Hundred and Seventy One only) comprising of 1020015971 (OneHundred Two Crore Fifteen Thousand Nine Hundred and Seventy One) equity shares of Rs 1/-(Rupee One only).

Subsequent to the closure of FY'21 the Company has allotted72126 equity shares to the eligible employees of the Company and its subsidiary onexercise of the options granted under JSPL ESOP Scheme-2017


In order to motivate incentivize and reward employees your Companyinstituted Employee Share Purchase Schemes namely JSPL ESPS-2013 JSPL ESPS-2018 andEmployee Stock Option Scheme namely JSPL ESOP Scheme-2017.

The Nomination and Remuneration Committee ("NRC") monitorsthe implementation of JSPL ESPS-2013 JSPL ESPS-2018 and JSPL ESOP Scheme-2017. JSPLESPS-2013 JSPL ESPS-2018 and JSPL ESOP Scheme-2017 are in compliance with the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014 ("SEBISBEB Regulations").

Relevant disclosures pursuant to SEBI SBEB Regulations as on March 312021 are available on the website of the Company at www.

Certificate from M/s. Lodha & Co. Chartered Accountants StatutoryAuditors with respect to the implementation of JSPL ESPS-2013 JSPL ESPS-2018 and JSPLESOP Scheme-2017 will be available on the website of the Company


The aggregate outstanding amount of Non-Convertible Debentures("NCDs") of the Company as on March 31 2021 was Rs 12.40 Crore.

During FY'21 NCDs amounting to Rs 672.40 Crores have beenredeemed. There was no delay in servicing of interest and principal of NCDs duringFY'21 in terms of the schedule of payment agreed with the Debenture holders fromtime to time. Necessary Disclosures in this regard under Listing Regulations have beenmade to the Stock Exchange where the debentures of the Company are listed.

Subsequent to the closure of FY'21 the Company has repaid theoutstanding amount of Rs 12.40 Crore towards the NCDs.


The Company has not accepted/received any deposits during the yearunder report falling within the ambit of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.


In terms of Section 188 of the Act read with rules framed thereunderand Regulation 23 of the Listing Regulations your Company has in place Related PartyTransactions Policy dealing with related party transactions. The policy may be accessedat: https://www.

All the related party transactions that were entered and executedduring the year under review were on arm's length basis and in the ordinary course ofbusiness and within permissible framework of Section 188 of the Act and Rules madethereunder read with Regulation 23 of Listing Regulations. There were no materiallysignificant related party transactions made by the Company during the year that would haverequired the approval of the shareholders under regulation 23 of the Listing Regulations.

The details of the transactions with the related parties are providedin the accompanying financial statements. There were no related party transactions enteredby the Company during the year under review that are required to be disclosed in FormAOC-2.


Details of Loans Guarantees Securities and Investments covered underthe provisions of Section 186 of the Act are given in the notes to Financial Statements.


A separate statement containing performance and highlights of FinancialStatements of subsidiary associate and joint venture companies is provided in theprescribed form AOC-1 attached to the Consolidated Financial Statements forms part of thisreport.

The name of companies which have become or ceased to be subsidiary orjoint venture or associate companies if any have been mentioned in the notes to theaccounts.

The financial statements of subsidiary companies are kept open forinspection by the shareholders at the registered office of the Company during businesshours on all days except on Saturdays Sundays and on public holidays upto the date of theAnnual General Meeting ("AGM") as required under Section 136 of the Act. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany at its Registered Office or Corporate Office.

The audited financial statements including the consolidated financialstatements and all other documents required to be attached thereto and financialstatements of each of the subsidiaries have been uploaded on the website of your Companyat

Your Company has framed a policy for determining "MaterialSubsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may beaccessed on the website of the Company at: https://

During FY' 21 the shareholders of the Company in theExtra-ordinary General Meeting held on July 28 2020 subject to the approval of lendersof Jindal Shadeed Iron and Steel LLC Oman ("Jindal Shadeed") and such otherapprovals consents permissions and sanction as may be necessary approved the divestmentby Jindal Steel & Power (Mauritius) Limited ("JSPML") upto its entire stakein Jindal Shadeed by way of sale of shares to Templar Investments Limited or any of itssubsidiaries in one or more tranches.

In terms of the said approval of the shareholders during the yearJSPML completed the sale of its entire stake in the Jindal Shadeed to Vulcan Steel.

Subsequent to the closure of FY'21 the Board of Directors of theCompany subject to approval of the shareholders and regulatory approvals approvals fromlenders of the Company and Jindal Power Limited contractual approvals and such otherapprovals consents permissions and sanctions as may be necessary in line with extantrelevant guidelines approved the divestment of its entire stake both Equity Shares andPreference Shares in Jindal Power Limited a material subsidiary of the Company by wayof sale of Equity Shares and Preference Shares to Worldone Private Limited("Worldone") a Promoter Group Company and a related party to the Company foran aggregate consideration of Rs 74012855824 (Indian Rupees Seven Thousand Four Hundredand One Crore Twenty Eight Lakh Fifty Five Thousand Eight Hundred and Twenty Four) payablepartly by way of cash consideration of Rs 30150000000 (Indian Rupees Three Thousand andFifteen Crores) and partly by way of Worldone taking over and assuming all the liabilitiesand obligations in relation to the inter-corporate deposits and capital advances paid byJindal Power Limited to the Company aggregating to Rs 43862855824 (Indian Rupees FourThousand Three Hundred and Eighty Six Crores Twenty Eight Lakhs Fifty Five Thousand EightHundred and Twenty Four). The long stop date for completion of the proposed divestment asdetailed above is 12 (twelve) months which may be mutually extended by the partiesthereto failing which the proposed divestment shall terminate.


On the recommendations of NRC the Board subject to the approval ofthe shareholders approved the re-appointments of Mr. Naveen Jindal Wholetime Directordesignated as the Chairman and Mr. Dinesh Kumar Saraogi Wholetime Director for a furtherperiod of 3 years w.e.f. October 1 2020 and November 9 2020 respectively. Subsequentlythe Shareholders of the Company in the AGM of the Company held on September 30 2020approved the re-appointments of Mr. Naveen Jindal Wholetime Director designated as theChairman and Mr. Dinesh Kumar Saraogi Whole time for a further period of 3 years w.e.f.October 1 2020 and November 9 2020 respectively.

Your Board regrets to inform you of the sudden and sad demise of Mr.Anjan Barua Nominee Director -State Bank of India on May 22 2021.

The second term of appointment of Mr. Ram Vinay Shahi Mr. Arun KumarPurwar Mr. Sudershan Kumar Garg and Mr. Hardip Singh Wirk Independent Directors wascompleted on July 29 2021. Accordingly Mr. Ram Vinay Shahi Mr. Arun Kumar Purwar Mr.Sudershan Kumar Garg and Mr. Hardip Singh Wirk ceased to be Independent Directors w.e.f.July 29 2021.

The Board places on record its deep appreciation of the contributionsmade by Mr. Barua Mr. Shahi Mr. Purwar Mr. Garg and Mr. Wirk during their respectivetenures on the Board.

On the recommendation of NRC the Board of Directors has appointed Dr.Bhaskar Chatterjee Mr. Anil Wadhwa Mrs. Shivani Wazir Pasrich and Ms. Kanika Agnihotrias Additional Directors in the category of Independent Directors with effect from July 292021 and Mr. Sunjay Kapur as an Additional Director in the category of IndependentDirector with effect from August 10 2021 respectively to hold the office up to the AGMof the Company. The Board recommends their appointment as Independent Directors.

In accordance with the provisions of Section 152 of the Act and interms of the Articles of Association of the Company Mrs. Shallu Jindal Director of theCompany is retiring by rotation at the ensuing AGM and is eligible for re-appointment.Your Board recommends the reappointment of Mrs. Shallu Jindal Director of the Company.

The particulars in respect of Mrs. Shallu Jindal Dr. BhaskarChatterjee Mr. Anil Wadhwa Mrs. Shivani Wazir Pasrich Ms. Kanika Agnihotri and Mr.Sunjay Kapur as required under Regulation 36(3) of Listing Regulations and SS-2 arementioned in the Notice of AGM.

Key Managerial Personnel

Mr. Hemant Kumar was appointed as Chief Financial Officer of theCompany w.e.f. December 15 2020 to fill the vacancy caused due to resignation of Mr.Deepak Sogani.


The Board carried out an annual performance evaluation of its ownperformance the performance of the Directors individually as well as the evaluation ofthe various Committees of the Board. Details of the same are given in the CorporateGovernance Report which forms part of this report.


The Company has received declarations from each of the IndependentDirectors that they respectively meet the criteria of independence prescribed underSection 149 read with Schedule IV of the Act and rules made thereunder as well asRegulations 16 and 25(8) of the Listing Regulations. Based on the declarations receivedthe Board considered the independence of each of the Independent Directors in terms ofabove provisions and is of the view that they fulfil the criteria of independence and areindependent from the management.


The Board of Directors met 8 times during the period under review. Thedetails of number of meetings of the Board and various Committees of the Board of yourCompany are set out in the Corporate Governance Report which forms part of this report.


The Directors state that applicable secretarial standards i.e. SS-1 andSS-2 relating to meetings of the Board of the Directors and General Meetings have beenduly followed by the Company.


In accordance with the provisions of Section 178 of the Act and Part Dof Schedule II of the Listing Regulations the policy on Nomination and Remuneration ofDirectors KMPs and Senior Management of your Company is uploaded on the website of theCompany and may be accessed at:


In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration

85 of Managerial Personnel) Rules 2014 as amended a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules and the disclosures relating to remuneration andother details required under the provisions of Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure-A to this report.


M/s Lodha & Co. Chartered Accountants (ICAI Firm Registration No.301051E) New Delhi who had been appointed as the Statutory Auditors for a period of 5years from the conclusion of 37th AGM will complete their present term on the conclusionof 42nd AGM of the Company. The Board of Directors on the recommendation of the AuditCommittee recommended for the approval of the members of the Company the re-appointmentof M/s Lodha & Co. Chartered Accountants (ICAI Firm Registration No. 301051E) NewDelhi as Statutory Auditors for the second term of 5 years from the conclusion of 42ndAGM of the Company till the completion of 47th AGM of the Company.

The Company has received confirmation from the Statutory Auditors tothe effect that their re-appointment if made will be in accordance with the limitsspecified under the Act and they satisfy the criteria with respect to their eligibilityprovided in Section 141 of the Act read with rules made thereunder.

The Statutory Auditors have issued an unmodified opinion on theCompany's Financial Statements for the financial year ended March 31 2021.

There are no instances of any fraud reported by the Statutory Auditorsto the Audit Committee or the Board pursuant to section 143(12) of the Act.


M/s RSMV & Co. Company Secretaries New Delhi (CP No. 11571) wereappointed to conduct the Secretarial Audit of the Company for the financial year 2020-21.In terms of Regulation 24A of the Listing Regulations M/s RSMV & Co. CompanySecretaries were also appointed as Secretarial Auditors of Jindal Power Limited amaterial unlisted subsidiary of the Company.

Secretarial Audit Reports issued by M/s. RSMV & Co. CompanySecretaries New Delhi of the Company as well as Jindal Power Limited are annexed herewithas Annexure-B to the Report. The report of the Secretarial Auditors are selfexplanatory.


In terms of sub-section (1) of Section 148 of the Act read withCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain the cost records. Accordingly such accounts and records have beenmaintained by the Company.

M/s Ramanath Iyer & Co. (FRN 000019) Cost Accountants wereappointed as the Cost Auditors of the Company for auditing the cost records of the Companyfor the financial year 2021-22 subject to rati_cation of remuneration by the Shareholdersof the Company in the 42nd AGM of the Company. Accordingly an appropriate resolutionseeking rati_cation of the remuneration for the financial year 2021-22 of M/s RamanathIyer & Co. Cost Auditors is included in the Notice convening the 42nd AGM of theCompany.


The Company has in place a robust risk management framework whichidentifies and evaluates business risks and opportunities. The Company recognizes thatthese risks need to be managed and mitigated to protect the interest of the shareholdersand stakeholders to achieve business objectives and enable sustainable growth. The riskmanagement framework is aimed at effectively mitigating the Company's variousbusiness and operational risks through strategic actions. Risk management is embedded inour critical business activities functions and processes. The risks are reviewed for thechange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risk and future action plans.


The Company has in place adequate internal financial controls withreference to financial statements and such internal financial controls are operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.


The Company strongly believes that sustainable community development isessential for harmony between the community and the industry. The Company endeavours tomake a positive contribution especially to the underprivileged communities by supporting awide range of socio-economic educational and health initiatives.

The Health Safety CSR Sustainability and Environment Committee("HSCSE Committee") of the Board of Directors of the Company oversees theimplementation of CSR Policy of the Company.

In line with the provisions of the Act and on the recommendations ofthe HSCSE Committee the Board of Directors has approved the CSR Policy of the Company.Detailed CSR Policy of the Company has been uploaded on the website of the Company

The Annual Report on the CSR activities for the financial year 2020-21is annexed herewith as Annexure-C to this report.


No significant material order(s) passed by the regulators/ courts whichwould impact the going concern status of the Company and its future operations during theyear under review.


Pursuant to Section 134(3) (c) of the Act your Directors state that:

(a) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards and Schedule III to the Act have beenfollowed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at March 31 2021and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The Directors have prepared the annual accounts on a going concernbasis;

(e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.


Business Responsibility Report

As stipulated under Listing Regulations a separate section titled"Business Responsibility Report" forms part of this Annual Report whichdescribes the initiatives taken by your Company from environmental social and governanceperspective.

Management Discussion and Analysis Report

As stipulated under Listing Regulations a separate section titled"Management Discussion and Analysis Report" forms part of this Annual Report.


The particulars related to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required to be disclosed underSection 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith as Annexure-D to this Report.


In accordance with the provisions of Sections 92 and 134(3)(a) of theAct read with the Companies (Management and Administration) Rules 2014 the Annual Returnin e-form MGT-7 for the financial year ended March 31 2021 has been uploaded on thewebsite of the Company i.e.


Your Company is committed to achieve the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India. Your Company has also implemented several best CorporateGovernance practices as prevalent globally.

The report on Corporate Governance as stipulated under the listingregulations for the Financial Year 2020-21 and a certificate issued by M/s Navneet K.Arora & Co. LLP Company Secretaries in Practice confirming compliance with theconditions of Corporate Governance is annexed herewith as Annexure-E to thisreport.


Your Company has formulated a robust vigil mechanism to deal withinstances of unethical behavior actual or suspected fraud or violation of Company'scode of conduct or ethics policy. The details of policy are explained in the CorporateGovernance Report and also uploaded on website of the Company at: policies.html


Details of the impact of Covid-19 have been provided in the notes tofinancial statements forming part of this report.


As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder yourCompany has constituted an Internal Complaints Committee having designated independentmember(s) to redress complaints regarding sexual harassment. During the year no complaintregarding Sexual Harassment has been reported.


Statements in the Board's Report and the Management Discussion& Analysis describing the Company's objectives expectations or forecasts may beforward looking within the meaning of applicable Securities Laws and Regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in Government Regulations Tax Laws Economic Developments within thecountry and other factors such as litigation and industrial relations.


The Directors wish to place on record their appreciation for thesincere services rendered by Company's staff and workers at all levels. YourDirectors also wish to place on record their appreciation for the valuable co-operationand support received from the Government of India various State Governments the Banks/Financial Institutions and other stakeholders such as shareholders customers andsuppliers among others. The Directors also commend the continuing commitment anddedication of the employees at all levels which has been critical for the Company'ssuccess. The Directors look forward to their continued support in future.

For & on behalf of the Board of Directors
Naveen Jindal
Place: New Delhi Chairman
Date: August 10 2021 DIN: 00001523