You are here » Home » Companies » Company Overview » Jindal Steel & Power Ltd

Jindal Steel & Power Ltd.

BSE: 532286 Sector: Metals & Mining
NSE: JINDALSTEL ISIN Code: INE749A01030
BSE 00:00 | 15 Nov 181.15 5.15
(2.93%)
OPEN

175.00

HIGH

184.40

LOW

174.55

NSE 00:00 | 15 Nov 181.45 5.55
(3.16%)
OPEN

174.90

HIGH

184.40

LOW

174.50

OPEN 175.00
PREVIOUS CLOSE 176.00
VOLUME 1173821
52-Week high 294.15
52-Week low 157.10
P/E 23.74
Mkt Cap.(Rs cr) 17,534
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 175.00
CLOSE 176.00
VOLUME 1173821
52-Week high 294.15
52-Week low 157.10
P/E 23.74
Mkt Cap.(Rs cr) 17,534
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 39th AnnualReport and the Company's audited financial statements (standalone and consolidated) forthe Financial Year ended March 31 2018.

FINANCIAL RESULTS

The Company's financial results for the year ended March 31 2018 is summarized below:

Particulars

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Total Income 17523.04 15502.49 27844.25 22706.23
EBITDA 3973.05 2901.77 6469.11 4709.18
Profit/ (Loss) before tax after exceptional items (671.78) (1456.98) (1864.05) (3042.90)
Less: Provision of tax 310.17 470.53 239.81 502.68
Profit/ (Loss) after tax (361.61) (986.45) (1624.24) (2540.22)
Balance brought forward from previous year 18962.89 20112.44 25809.24 28254.16
Surplus carried to Balance Sheet (361.80) (983.76) (1671.69) (2662.42)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s) affecfing the financialposifion of the Company between the end of the financial year of the Company i.e. March31 2018 and the date of this Report.

There has been no change in the nature of business of the Company during the financialyear ended on March 31 2018.

PRODUCTION HIGHLIGHTS

Steel:

1) Standalone:

During FY'18 producfion of crude steel was 4.02 Million MT as against 3.47 Million MTin FY'17 whereas the sales of various steel products during FY'18 was 3.77 Million MT ascompared to 3.35 Million MT in FY'17.

2) Consolidated:

During FY'18 producfion of crude steel was 5.70 Million MT as against 4.80 Million MTin FY'17 whereas the sales of various steel products during FY'18 was 5.44 Million MT ascompared to 4.65 Million MT in FY'17.

Power:

During FY'18 the power generafi on increased by 9176 MU in FY'17 to 10905 MU inFY'18.

DIVIDEND

The Board of Directors of your Company had approved the Dividend Distribufion Policy inaccordance with Securifies and Exchange Board of India (Lisfing Obligati ons andDisclosure Requirements) Regulafions 2015 ("Lisfing Regulafions") The Policymay be accessed under the corporate governance secfion on the website of the Company athttps://www.jindalsteelpower.com/img/admin/ report/pdf/dividend_distribufion_policy.pdf

The objective of this policy is to establish the parameters to be considered by theBoard of Directors of your Company before declaring or recommending dividend.

The Board of Directors of your Company has not recommended any dividend during the yearin view of losses.

CREDIT RATING

Your Company's domesti c credit rati ng is "BBB- Outlook Stable" for thelong-term bank facilifies non-converfible debentures and A3 for short term bankfacilifies rated by CARE CRISIL and ICRA Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act 2013 ("the Act") theLisfing Regulafi ons and Ind AS 110-Consolidated Financial Statements read with Ind AS28-Investments in Associates & Ind AS 31-Interests in Joint Ventures the auditedconsolidated financial statements are provided in the Annual Report.

SHARE CAPITAL

During FY'18 the Authorized Share Capital of your Company has been increased from '2000000000/- (Rupees Two Hundred Crore only) divided into 2000000000 (Two HundredCrore) equity shares of ' 1/- (Rupee One only) each to ' 3000000000/- (Rupees ThreeHundred Crore only) divided into 2000000000 (Two Hundred Crore) equity shares of ' 1/-(Rupee One only) each and 10000000 (One Crore) Preference Shares of ' 100/- (Rupees OneHundred only) each.

Your Company has raised addifional equity capital through allotment of 1420000(Fourteen Lakh Twenty Thousand) equity shares of ' 1/- (Rupee One only) each of theCompany at an issue price of ' 140.31/- (Rupees One Hundred Forty and Thirty One paisa

only) each to the promoter group entity on preferential basis and 51502145 (FiveCrore Fifteen Lakh Two Thousand One Hundred and Forty Five) equity shares of ' 1/-(Rupee One only) each of the Company at an issue price of ' 233/- (Rupees TwoHundred and Thirty Three only) each to the various Qualified Institutional Buyers underthe Qualified Institutional Placement route.

Consequent to the above the paid up share capital of the Company has increased from '9150 24234/- (Rupee Ninety One Crore Fifty Lakh Twenty Four Thousand Two Hundred andThirty Four Only) comprising of 915024234 (Ninety One Crore Fifty Lakh Twenty FourThousand Two Hundred and Thirty Four) equity shares of ' 1/- (Rupee One only) eachto ' 967946379/- (Rupee Ninety Six Crore Seventy Nine Lakh Forty Six ThousandThree Hundred and Seventy Nine only) comprising of 967946379 (Ninety Six Crore SeventyNine Lakh Forty Six Thousand Three Hundred and Seventy Nine) equity shares of ' 1/-(Rupee One only) each.

WARRANTS

During FY'18 your Company has also issued/ allotted 48000000 (Four Crore EightyLakhs) convert! ble warrants convertible into equal number of equity shares of theCompany at a price of ' 140.31/- (Rupees One Hundred Forty and Thirty One paisaonly) to the promoter group entity on preferenti al basis. These convertible warrants areexercisable within a period of 18 months from the date of its allotment.

EMPLOYEE STOCK OPTION SCHEME/ EMPLOYEE SHARE PURCHASE SCHEME

In order to motivate incentivize and reward employees your Company institutedEmployee Share Purchase Scheme namely JSPL ESPS-2013 and Employee Stock Option Schemenamely JSPL ESOP Scheme-2017.

The Nomination and Remuneration Committee monitors JSPL ESPS- 2013 and JSPL ESOPScheme-2017. JSPL ESPS-2013 and JSPL ESOP Scheme-2017 are in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014(SEBI SBEB Regulations).

Relevant disclosures pursuant to SEBI SBEB Regulations as on March 31 2018 areavailable on the website of the Company at www.jindalsteelpower.com.

Certificates from M/s. Lodha & Co. Chartered Accountants Statutory Auditors withrespect to the implementati on of JSPL ESPS-2013 and JSPL ESOP Scheme-2017 would be placedbefore the members at the ensuing Annual General Meeting ("AGM") of the Companyand copy of the same shall be available for inspection at the registered office of theCompany.

NON-CONVERTIBLE DEBENTURES

The aggregate outstanding amount of Non-Convertible Debentures (NCD's) of the Companyas on March 31 2018 was ' 3499.60 Crore.

During FY'18 NCD's amounting to ' 112.40 Crore have been redeemed and paid ondue date. There is no continuing delay in servicing of NCD's interest as on 31stMarch 2018. The Company

had paid all the dues including interest on NCD's during FY'18. Necessary disclosuresin this connection under Listing Regulations have been made to the Stock Exchanges wherethe shares of the Company are listed.

DEPOSITS

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

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23of the Listing Regulations your Company has in place Related Party Transactions Policydealing with related party transactions. The policy may be accessed under the CorporateGovernance secti on on the website of the Company at: https://www.jindalsteelpower.com/img/admin/report/pdf/RPT_Policy.pdf

All the related party transactions that were entered and executed during the year underreview were on arm's length basis and in the ordinary course of business and withinpermissible framework of Secti on 188 of the Act and Rules made thereunder read withRegulation 23 of Listing Regulations. There were no materially significant related partytransactions made by the Company during the year that would have required the approval ofthe shareholders.

The details of the transactions with the related parties are provided in theaccompanying financial statements. There were no transactions during the year required tobe disclosed in the Form AOC-2.

The long stop date of the securities purchase agreement entered with JSW Energy Limitedfor the divestment of 1000 MW (4x250 MW) thermal power plant of Jindal Power Limited asubsidiary company located at Village Tamnar District Raigarh Chhaffisgarh has beenextended upto June 30 2019.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees Securities and Investments covered under the provisionsof Secti on 186 of the Act are given in the notes to Financial Statements.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company follows its global ambition to build a premium brand name for its qualitysteel solutions expertise and with a view of expansion and diversification; it hascreated subsidiary(ies) associate and joint venture companies for facilitating theseoperations in various countries.

A separate statement containing salient features of Financial Statements ofsubsidiary(ies) associate and joint venture companies in terms of Section 129 of the Actis provided in the Consolidated Financial Statements.

The name of companies which have become or ceased to be subsidiary(ies) or jointventure or associate companies have been mentioned in the notes to the accounts.

The financial statements of subsidiary companies are kept open for inspection by theshareholders at the registered office of the

Company during business hours on all days except in Saturdays Sundays and in publicholidays upto the date of the AGM as required under Section 136 of the Act. Any memberdesirous of obtaining a copy of the said financial statements may write to the Company atits Registered Office or Corporate Office.

The audited financial statements including the consolidated financial statements andall other documents required to be attached thereto and financial statements of each ofthe subsidiaries have been uploaded on the website of your Company atwww.jindalsteelpower.com.

Your Company has framed a policy for determining "Material Subsidiary" interms of Regulation 16(c) of Listing Regulations. The policy may be accessed under theCorporate Governance section on the website of the Company at:https://www.jindalsteelpower. com/img/admin/report/pdf/Policy_on_determining_material_subsidiary.pdf

The details of business operations / performance of major subsidiaries are as below:

JINDAL POWER LIMITED

Jindal Power Limited a subsidiary company (JPL) is operating 3400 MW (4x250 MW and4X600 MW) thermal power plant at Tamnar Chhattisgarh.

During the year under review:

- 1000 MW (4x250 MW) power plant generated 4221 million units of power.

- 600 MW of the 2400 MW (4X600 MW) power plant generated 6684 million units of power.

The 258 km 400 kV double-circuit transmission line is being used as an interstatetransmission line belonging to the Western Region Interstate Transmission System. TheCentral Electricity Regulatory Commission has granted a transmission license to the JPLfor carrying on business activity and has fixed provisional tariff for its use. DuringFY'18 JPL has earned transmission income of ' 45.44 Crore from this line.

Total revenue of JPL during FY'18 was ' 4358.30 Crore and loss after tax was '673.29 Crore.

JINDAL SHADEED IRON & STEEL LLC OMAN

Jindal Shadeed Iron & Steel LLC Oman a subsidiary of Jindal Steel & PowerLtd. production jumped by 26% in FY 18 (y-o-y). It produced 1.67 Mt of steel during FY18as against 1.33 Mt FY17. Value added products like Rebar and Round production jumped by114% and 144% respectively. The Rebar sales jumped by 117% during FY'18 (to 973 K MT)round sales also jumped by 143% during FY'18 (to 349 K MT) It has recorded sales of '5686.54 Crore and earned a profit after tax of ' 832.03 Crore in the FinancialYear 2017-18.

With a view to ensure availability of coal and other raw materials the Company hasthrough its other subsidiaries acquired exploration / mining interests in BotswanaIndonesia Madagascar Namibia Liberia Mauritania Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

Dr. Amar Singh and Mr. Kuldip Chander Sood were appointed as Additi onal Directors inthe category of Independent Director w.e.f. April 25 2017. The Shareholders of theCompany at the AGM held on September 22 2017 approved their appointment in the categoryof Independent Director for a period of three years effective from April 25 2017.

Mr. Kulip Chander Sood ceased to be the Director of the Company consequent to hisdemise on December 2 2017 and Dr. Amar Singh resigned from the directorship due to hispersonal grounds w.e.f. May 2 2018.

Mr. Pradyumna Singh Dubey was appointed as Nominee Director of IDBI Bank Limitedw.e.f. October 3 2017 in place of Mr. Deepak Sood who resigned from the office ofDirector w.e.f. August 10 2017 consequent to withdrawal of Nomination by IDBI BankLimited. Mr. Pradyumna Singh Dubey also resigned from the directorship due to his personalgrounds w.e.f. May 2 2018.

The Shareholders of the Company at the AGM held on September 22 2017 also approvedthe re-appointment of Mr. Naveen Jindal as the Wholeti me Director designated as ChairmanMr. Dinesh Kumar Saraogi and Mr. Rajeev Bhadauria as Wholetime Directors of the Companyfor a period of 3 years w.e.f. October 1 2017 November 9 2017 and May 27 2018respectively and appointment of Mr. Anjan Barua Nominee Director of State Bank of Indiaand Mr. Deepak Sood Nominee Director of IDBI Bank Limited who were appointed asAdditional Director's by the Board as Directors of the Company.

Upon completion of 5 year term Mr. Ravi Uppal ceased to be in the office of ManagingDirector and Group CEO w.e.f. September 30 2017.

In accordance with the provisions of Section 152 of the Act and in terms of theArticles of Association of the Company Mr. Dinesh Kumar Saraogi is retiring by rotationat the ensuing AGM and is eligible for re-appointment.

Your Board recommends the re-appointment of Mr. Dinesh Kumar Saraogi. The parti cularsin respect of Mr. Dinesh Kumar Saraogi as required under Regulation 36(3) of ListingRegulations are mentioned elsewhere in the Notice of AGM.

Key Managerial Personnel:

During the period under review:

i. Mr. Jagadish Patrra appointed as Vice President & Company Secretary w.e.f.August 8 2017 to fill the vacancy caused by the resignation of Mr. Murli Manohar Purohit.

ii. Mr. Deepak Sogani was appointed as Chief Financial Officer of the Company w.e.f.December 19 2017 to fill the vacancy caused by the resignation of Mr. Rajesh Bhatia.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarati ons from each Independent Directors that they meetthe criteria of independence prescribed under Secti on 149 read with Schedule IV of theAct and rules made thereunder as well as Regulati on 16(1)(b) of the Listing

Regulations. The Board considered the independence of each of the Independent Directorin terms of above provisions and is of the view that they fulfill/meet the criteria ofindependence.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 9 (Nine) times during the period under review. The detailsof number of meetings of the Board and various Committees of your Company are set out inthe Corporate Governance Report which forms part of this report.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e. SS-1 and SS-2 relatingto meetings of the board of the directors and general meetings have been duly followed bythe Company.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Part D of Schedule IIof the Listing Regulations the policy on Nomination and Remuneration of Directors KMPsand Senior Management of your Company is uploaded on the website of the Company and may beaccessed under the Corporate Governance section at:https://www.jindalsteelpower.com/img/admin/report/ pdf/ Remuneration_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremunerati on in excess of the limits set out in the said rules and the disclosuresrelating to remuneration and other details required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-A to this report.

STATUTORY AUDITORS

M/s Lodha & Co. Chartered Accountants (ICAI Firm Registration No. 301051E) NewDelhi were appointed as the Statutory Auditors for a period of 5 years from theconclusion of 37th AGM till the conclusion of 42nd AGM of theCompany subject to ratification at each AGM by the shareholders of the Company.

Provisions of sub section 1 of the Section 139 of the Act provided that the appointmentof Statutory Auditors shall be ratified at the each AGM of the Company. Ministry ofCorporate Affairs vide its notification dated May 7 2018 appointed May 7 2018 as thedate of the Commencement of the provisions of Section 40 of the Companies (Amendment) Act2017 and accordingly omitted the proviso to sub-section 1 of the Section 139 of the Act.Therefore the appointment of Statutory Auditors need not to be ratified at every AGM. TheStatutory Auditors have confirmed that they are not disqualified from continuing as theauditor of the Company.

Explanations on qualification reservation or adverse remark by the Statutory Auditors:

A) During the Financial Year 2014-15 the Hon'ble Supreme Court vide its judgementdated August 25 2014 read with its

order dated September 24 2014 had cancelled the allocation of certain Coal Blockswhich were allotted from year 1993 onwards through Screening Committee. The Hon'bleSupreme Court also directed the Coal Block allottees to pay an additional levy of '295 per MT on the coal extracted from the operational mines. The Hon'ble Supreme Court ofIndia declined to review the petitions filed by the Company and its subsidiary company JPLagainst the order challenging cancellation of coal blocks and imposing additional levy of '295 per MT on coal extracted with retrospective effect.

In the meanwhile the Company has paid ' 3267.43 Crore (including '1185.20 Crore paid by its subsidiary company JPL) under protest on the Run of Mine coalextracted from the operational mines right from the commencement of coal mining operationstill March 31 2015. Out of the said amount on the basis of the legal advice obtained bythe Company that additi onal levy of ' 295 per MT is payable only on coal extractedand is not payable on shale rejects and ungraded middlings an amount of '1911.64 Crore (including ' 1103.87 Crore related to its subsidiary company JPL)computed on coal extracted excluding shale rejects and ungraded middlings has been shownas an exceptional item in the Statement of Profit and Loss. The balance amount of '1355.79 Crore (including ' 81.33 Crore related to its subsidiary Company JPL)being additional levy of ' 295 per MT on shale rejects and ungraded middlings hasaccordingly been shown as recoverable.

The Board of the Company based on the legal advice is sanguine of obtainingappropriate relief in respect of the same.

B) The Board is of the view that as of now there is no requirement

for adjustment to the carrying value of investment made in mining assets by the Companyand difference if any shall be accounted for when the matter is finally settled.

SECRETARIAL AUDITORS

M/s RSMV & Co. Company Secretaries New Delhi (CP No. 11571) were appointed toconduct the Secretarial Audit for the financial year 2017-18 The Secretarial Audit Reportis annexed herewith as Annexure-B to this Report.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

COST AUDITORS

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the Company is required to maintainthe cost records and accordingly such accounts and records are made and maintained.

M/s Ramanath Iyer & Co. (FRN 000019) Cost Accountants were appointed as the CostAuditors of the Company for auditing the cost records of the Company for the financialyear 2018-19 subject to ratification of remuneration by the Shareholders of the Companyin the 39th AGM of the Company. Accordingly an appropriate resolution seekingratification of the remuneration for the financial year 2018-19 of M/s Ramanath Iyer &Co. is included in the Notice convening the 39th AGM of the Company.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies andevaluates business risks and opportunities. The Company recognizes that these risks needto be managed and mitigated to protect the interest of the shareholders and stakeholdersto achieve business objectives and enable sustainable growth. The risk managementframework is aimed at effectively mitigating the Company's various business andoperational risks through strategic acti ons. Risk management is embedded in our criticalbusiness activities functions and processes. The risks are reviewed for the change in thenature and extent of the major risks identified since the last assessment. It alsoprovides control measures for risk and future action plans.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements and such internal financial controls are operating effectively. YourCompany has adopted policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company's policies safeguarding of itsassets preventi on and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

During FY'18 your Company has won the following awards for its corporate socialresponsibility ("CSR") initiatives in particular for Women Empowerment HealthEnvironment Management Services and Social Development In itiati ves work done by JSPLFoundation the CSR arm of the Company. Under the able leadership of Mrs. Shallu Jindal JSPL Foundation has touched the lives of 1.5 million people across India covering morethan 9 locations.

(i) Odisha Inc CSR Leadership Award 2017 for its outstanding work in implementingsocial development initiatives

(ii) Best CSR practices Award by Odisha CSR forum

(iii) 2nd Kalinga CSR Excellence Awards by IQEMS (Institute of Quality andEnvironment Management Services)

(iv) Mediabytes CSR Excellence Awards 2017 for sustainable CSR Projects (WomenEmpowerment and Health).

The Health Safety CSR and Environment Committee of the Board of Directors of theCompany overseas the implementation of CSR Policy of the Company.

The Annual Report on the CSR activities for the financial year 2017-18 is annexedherewith as Annexure-C to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) passed by the regulators/ courts which would impactthe going concern status of the Company and its future operation during the year underreview.

The matter related to the Company Subsidiary Jindal Power Limited with respect toauction of Gare Palma IV/2 and IV/3 coal mine continues to be sub-judice before theHon'ble Supreme Court wherein direction for maintaining status quo has been passed.Since earlier de-allocation of coal blocks the Company has been fully geared andcatering to its coal requirements through coal linkage e-auctions etc. Further theCompany also intends to participate in future coal block auctions.

DIRECTORS' RESPONSIBILITY STATEMENT

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 March 31 2018 theapplicable accounting standards and Schedule III to the Act have been followed and thereare no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2018 and of the loss ofthe Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventi ng and detecti ng fraud and other irregularities;

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

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

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

OTHER INFORMATION

Business Responsibility Report

As sti pulated under Listing Regulati ons a separate section titled "BusinessResponsibility Report" forms part of this Annual Report which describes theinitiatives taken by your Company from environmental social and governance perspective.

Management Discussion and Analysis Report

As sti pulated under Listing Regulati ons a separate section titled "ManagementDiscussion and Analysis Report" is annexed herewith as Annexure-F to thisreport.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars related to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- D to this Report.

Corporate Governance

Your Company is committed to achieve the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securiti es and ExchangeBoard of India. Your Company has also implemented several best Corporate Governancepractices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulati ons for theFinancial Year 2017-18 and a certificate issued by M/s RSMV & Co. Company Secretariesin Practice confirming compliance with the conditions of Corporate Governance is annexedherewith as Annexure - G to this report.

Whistle Blower Policy/Vigil Mechanism

Your Company has formulated a robust vigil mechanism to deal with instances ofunethical behavior actual or suspected fraud or violation of Company's code of conductor ethics policy. The details of policy is explained in Corporate Governance Report andalso uploaded on website of the Company under Corporate Governance section at:https://www.jindalsteelpower.com/img/admin/report/ pdf/whistle.pdf.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder your Company hasconstituted an Internal Complaints Committee having designated independent member(s) toredress complaints regarding sexual harassment. During the year no complaint regardingSexual Harassment has been reported.

Extract of the Annual Return

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inForm No. MGT - 9 is annexed herewith as Annexure-E to this report.

Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or

forecasts may be forward looking within the meaning of applicable Securities Laws andRegulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in Government Regulations Tax Laws EconomicDevelopments within the country and other factors such as litigation and industrialrelations.

Acknowledgements

The Directors wish to place on record their appreciati on for the sincere servicesrendered by company's staffs and workers at all levels. Your Directors also wish to placeon record their appreciation for the valuable co-operation and support received from theGovernment of India various State Governments the Banks/ Financial Institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the conti nuing commitment and dedicati on of the employees at alllevels which has been criti cal for the Company's success. The Directors look forward totheir continued support in future.

For and on behalf of the Board of Directors

Place: New Delhi Naveen Jindal
Date : August 9 2018 Chairman
DIN:00001523