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JSW Ispat Special Products Ltd.

BSE: 513446 Sector: Metals & Mining
NSE: JSWISPL ISIN Code: INE743C01021
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OPEN 37.20
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VOLUME 1240432
52-Week high 67.60
52-Week low 22.50
P/E 22.40
Mkt Cap.(Rs cr) 1,777
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.20
CLOSE 39.00
VOLUME 1240432
52-Week high 67.60
52-Week low 22.50
P/E 22.40
Mkt Cap.(Rs cr) 1,777
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JSW Ispat Special Products Ltd. (JSWISPL) - Director Report

Company director report

To the Members

JSW Ispat Special Products Limited

(Formerly known as Monnet Ispat and Energy Limited)

The Board of Directors present the 31st Annual Report of the Company along with thefinancial statements for the financial year ended 31st March 2021.

1. COMPANY PERFORMANCE

(Rs in Crore except per share data)

S. No. Particulars

Standalone

Consolidated

Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
1 Income from operations
(a) Sales 4150.14 2607.76 4150.14 2607.76
(b) Other operating income 37.60 30.40 37.60 30.40
Total income from operations 4187.74 2638.16 4187.74 2638.16
Other Income 12.99 25.97 15.73 26.28
Total income 4200.73 2664.13 4203.47 2664.44
2 Expenses
(a) Cost of materials consumed 2965.57 1977.84 2965.57 1977.84
(b) Changes in inventories of finished goods work-inprogress and stock-in-trade 4.41 (34.48) 4.41 (34.48)
(c) Employee benefits expense 115.58 116.46 115.58 117.00
(d) Finance costs 275.78 253.32 275.85 253.32
(e) Depreciation and amortization expense 227.47 216.99 228.46 218.76
(f) Power and fuel 267.07 287.28 267.07 287.28
(g) Other expenses 449.84 334.88 451.54 336.72
Total expenses 4305.72 3152.29 4308.48 3156.44
3 Loss before exceptional items and tax (1-2) (104.99) (488.16) (105.01) (492.00)
4 Exceptional items - - 314.53 -
5 (Loss) / Profit before tax (3-4) (104.99) (488.16) 209.52 (492.00)
6 Tax expense:
(i) Current tax - - - -
(ii) Deferred tax - - - -
7 (Loss) / Profit after tax for the year (5 + 6) (104.99) (488.16) 209.52 (492.00)
8 Other comprehensive income / loss (after tax)
A. (i) Items that will not be reclassified to profit or loss 2.51 (3.65) 2.51 (3.64)
(ii) Income tax relating to items that will not be reclassified to profit and loss - - - -
B. (i) Items that will be reclassified to profit or loss - - 7.25 (25.69)
(ii) Income tax relating to items that will be reclassified to profit and loss - - - -
9 Total comprehensive (loss) / income for the year (7+8) (102.48) (491.81) 219.28 (521.33)
Total comprehensive income / (loss) for the year attributable to:
Owner of the company - - 220.33 (521.21)
Non-controlling interests - - (1.05) (0.12)
Total profit / (loss) for the year attributable to:
Owner of the company - - 210.57 (491.88)
Non-controlling interests - - (1.05) (0.12)
Other comprehensive income (loss) for the year attributable to:
Owner of the company - - 9.76 (29.33)
Non-controlling interests - - - -

2. OPERATIONAL PERFORMANCE

The Company has two manufacturing facilities namely at Raigarh and Raipur in State ofChhattisgarh.

In view of nationwide lockdown advisory announced by the Government of India and otherauthorities to contain the spread of COVID-19 in March 2020 the Company had temporarilysuspended all the manufacturing operations of its plants situated at Raipur and Raigarhwith effect from 25th March 2020. With easing of some restrictions the Company restartedthe integrated steel manufacturing operations at the Raigarh plant of the Company witheffect from 2nd May 2020 and the manufacturing operations at Raipur plant were restartedwith effect from 15th May 2020.

The manufacturing operations of the Company are conducted in compliance with therelevant guidelines/ advisory issued by the Government and authorities for takingnecessary measures for the containment of COVID-19 including measures like maintainingsocial distancing.

Due to COVID-19 pandemic the domestic demand and prices of steel and related productswitnessed sharp drop in the first quarter of the financial year 2021. The plantproduction during said first quarter was gradually scaled up post restart of the plantoperations in May 2020. Due to aforesaid factors coupled with disruption in supply chainnetwork the performance of the Company was affected in the first quarter. During the saidquarter the Company focused on liquidating its inventory of finished products which wasbuilt up in the previous quarter on account of lock down in order to generate cash flowto sustain its operations.

Though the demand for steel products from infrastructure construction automobile andreal estate sectors remained subdued in second quarter of the financial year under reviewthis quarter witnessed improvement in production demand and prices for the products ofthe Company as compared to first quarter. The economic stimulus announced by thegovernment earlier in May 2020 helped the economy on various fronts including propping upof the domestic demand. With various initiatives taken by the management the secondquarter of FY2021 registered improvement in performance and operations of the Company.

During the financial year under review the Company enhanced its pellet capacity from2.00 MTPA to 2.20 MTPA. The Company has upgraded cast steel product profile at Raigarhplant and commenced its operation in special steel segment from quarter ended 31stDecember 2020. The Company is in process to increase the production levels for specialsteel products and focusing on export of special steel products.

Following is the operational and financial performance of the Company for the financialyear under review:

STANDALONE:

The Company's operational performance in terms of physical production and sales duringthe year ended on 31st March 2021 is as under;

Production (MT)-
Particulars FYRs 2021 FYRs 2020 Increase / (Decrease)
(+)/(-) Variance
Sponge Iron 776639 829228 -52589
Billets 377757 212266 165491
Structural Steel/TMT 218448 134561 83887
Ferro Alloys 22529 24722 -2193
Pellets 1825681 1661150 164531
Pig Iron 155201 221141 -65940
Sales Data (MT)-
Particulars FYRs 2021 FYRs 2020 Increase / (Decrease)
(+)/(-) Variance
Sponge Iron 635156 699354 -64198
Billets 127557 76580 50977
Structural Steel / TMT 212779 126318 86461
Ferro Alloys 21106 22813 -1707
Pellets 1026580 774078 252502
Pig Iron 176340 34431 141909

During the year under review the Company's revenue from operations was Rs 4187.74crores as against Rs 2638.16 crores in the previous year. The Company's Earnings beforeinterest tax depreciation and amortisation was Rs 398.26 crores in the financial yearended 31st March 2021 as opposed to loss before depreciation interest and tax of Rs 17.85crores in the immediate preceding year.

Taking into account depreciation and interest costs loss before tax (LBT) stood at Rs104.99 crores as against LBT of Rs 488.16 crores in the previous year and totalcomprehensive loss for the year was Rs 102.48 crores as against total comprehensive lossof Rs 491.81 crores in the previous financial year.

During the year under review exports of the Company were Rs 292.54 as compared to Rs246.47 registered in the year ended on 31st March 2020.

CONSOLIDATED:

During the year under review the Company's consolidated revenue from operations was Rs4187.74 crores as against Rs 2638.16 crores in the previous year. Further in thefinancial year ended 31st March 2021 the Company on consolidated basis made a profitbefore tax of Rs 209.52 crore as compared to loss before tax of Rs 492 crores in theprevious year. During the year the Company on consolidated basis had an exceptional gainon settlement of liabilities forfeiture of advance and reassessment of realizable valueof it's overseas subsidiaries total amounting to Rs 314.53 crores as mentioned below ascompared to nil in the previous year;

(i) gain ofRs 318.50 Crore (NIL for the quarter ended 31st March 2021) on settlement ofloan outstanding of Rs 294.29 Crore and interest due thereon of Rs 42.60 Crore at Rs 18.39Crore pursuant to a settlement agreement entered into with its lender.

(ii) loss of Rs 22.58 Crore (Rs 9.22 Crore for the quarter ended 31st March 2021)towards reassessment of realizable value of assets held for sale.

(iii) gain of Rs 18.61 Crore (Rs 18.61 Crore for the quarter ended 31st March 2021) onforfeiture of advance received from buyer pursuant to cancellation of agreement enteredinto for sale of a subsidiary.

The performance and financial position of the subsidiary companies and joint venturesis included in the consolidated financial statement for the financial year under review.

3. CHANGE IN NAME OF THE COMPANY

The members of the Company at the 30th Annual General Meeting held on 22nd July 2020had approved the Special Resolution for change in name of the Company from "MonnetIspat and Energy Limited" to "JSW Ispat Special Products Limited." Pursuantto the same an application was made to the Office of the Registrar of Companies("ROC") Chhattisgarh for issue of a fresh Certificate of Incorporation forchange of name of the Company. The ROC has issued a fresh Certificate of Incorporation on23rd September 2020 approving the change in name of the Company from "Monnet Ispatand Energy Limited" to "JSW Ispat Special Products Limited".

Pursuant to the above the Memorandum and Articles of Association ('MoA and AoA') ofthe Company stands amended to that effect.

4. CHANGE OF THE REGISTERED OFFICE

The members at the 30th Annual General Meeting held on 22nd July 2020 approved theshifting of the registered office of the Company from state of Chhattisgarh to the stateof Maharashtra. The Company had filed necessary applications with the Regional DirectorNorth Western Region Ahmedabad ("RD"). The RD by order dated 19th March 2021has approved the application of the Company. The Company is in the process of completingthe necessary filings in this regard.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

6. IMPACT OF COVID-19

The outbreak of COVID-19 pandemic in the financial year 2020 continued in the financialyear under review. The said pandemic has not been fully contained. On the contrarypandemic brought the world to a standstill as most nations imposed lockdowns with varyingdegrees of stringency to contain the spread. The second wave of COVID-19 pandemic inIndia which emerged near to closure of the financial year under review appears moresevere harsh and contagious.

The management based on internal and external sources of information has assessedeffect if any of COVID-19 pandemic and after exercising reasonable estimates andjudgements determined that there are no other material changes and commitments affectingthe financial position of the Company .

7. DIVIDEND AND RESERVES

The Board of Directors of the Company have not recommended any dividend for thefinancial year under review. As per the standalone financial statements the Company hasincurred losses during the year and hence no amount has been transferred to Reserves.

8. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March 2021 the Company has four subsidiaries (including 2 step-downsubsidiaries) and four joint ventures.

The consolidated financial statements of the Company and its subsidiaries and jointventures for the year under review is prepared in compliance with the applicableprovisions of the Companies Act 2013 Indian Accounting Standards (Ind-AS) and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended ("SEBI Listing Regulations 2015") which forms partof the Annual Report.

A gist of financial highlights/performance of these Companies is contained in FormAOC-1 and forms part of this report and annexed as Annexure-1.

The annual financial statements of the subsidiary companies are open for inspection byany shareholder at the Company's Registered Office and the Company will make availablethese documents and the related detailed information upon request by any shareholder ofthe Company or any shareholder of its subsidiaries joint ventures companies who may beinterested in obtaining the same. Also the standalone financial statements consolidatedfinancial statements and financial statements of subsidiaries are available on the websiteof the Company viz. www.aionjsw.in.

9. SHARE CAPITAL

As on 31st March 2021 the authorized capital of the Company was Rs 15500000000/-(Rupees one thousand five hundred and fifty crores only) and the paid up capital stands atRs 9955275340/- (Rupees nine hundred and ninety-five crores fifty-two lakhsseventy-five thousand three hundred and forty only) consisting of 469547534 equityshares of Rs 10 (Rupees ten) each and 525980000 Compulsory Convertible PreferenceShares of Rs 10 (Rupees ten) each.

There was no change in share capital of the Company during the financial year underreview.

10. DEBENTURES

During the financial year under review the Company has not issued or allotted anyDebentures and does not have any outstanding Debentures.

11. BANK FACILITIES AND CREDIT RATING

During the year under review CARE Ratings Limited (Formerly known as Credit Analysis& Research Limited) in the month of March 2021 revised and upgraded the credit ratingswith respect to banking facilities of the Company to "A-" (Single A Minus;Outlook: Stable) for Long Term bank facilities and for Long Term / Short Term BankFacilities "A- Stable/A2+" (Single A Minus; Outlook: Stable / A Two Plus).

12. PUBLIC DEPOSITS

The Company has not accepted or renewed any public deposits during the period underreview. It has not accepted any deposits from the public within the meaning of theprovisions of Section 73 of the Companies Act 2013 and Rules made there under. Thereforeit is not required to furnish information in respect of outstanding deposits under non-banking non-financial Companies (Reserve Bank) Directions 1966 and Companies (Accounts)Rules 2014.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year there are no significant or material orders passed by the Regulators/Courts/ Tribunals that could impact the going concern status of the Company and its futureoperations.

Further members' attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the financial statements.

14. INTERNAL CONTROLS AUDIT AND INTERNAL FINANCIAL CONTROLS

Internal control systems are integral to the Company's corporate governance. Theinternal control systems and procedures are designed to assist in the identification andmanagement of risks the procedure- led verification of all compliances as well as anenhanced control consciousness.

The Board / management are of the opinion that based on the knowledge/ informationgained by them about affairs of the Company from records of the Company the Company haseffective internal financial control systems and policies and such controls are operatingeffectively.

The internal control systems include documented policies checks and balancesguidelines and procedures that are supplemented by robust internal audit processes andmonitored continuously through periodical reviews by management to provide reasonableassurance that all assets are safeguarded; and all transactions entered into by Companyare authorized recorded and reported properly.

Internal Audit plan and execution

The Internal Audit function prepares audit plan which is approved by the AuditCommittee. The frequency of the audit is decided by risk ratings of areas/ functions. Theaudit plan is carried out by the internal- audit team and reviewed periodically to includeareas that have assumed significant importance in line with the emerging industry trendand the growth of the Company. In addition the Audit Committee also places reliance oninternal customer feedback and other external events for inclusion into the audit plan.Significant observations if any of Internal Auditor along with Action Taken Report arereported to the Audit Committee every quarter.

Internal financial controls

The Company has sound internal controls including internal financial control frameworkwhich is commensurate with the size scale and nature of business of the Company. Theframework includes entity-level policies processes and Standard Operating Procedures(SOP). The Company has SAP ERP system at Raigarh and Dynamics NAV system in Raipur as apart of strengthening the internal control and internal financial control framework. TheAudit Committee of the Board of Directors regularly reviews audit plans significantaudit findings adequacy of internal controls and compliance with Accounting Standardsetc. The Company has also strong internal audit process and the internal auditor reportsto the Audit Committee on regular basis with audit findings and the audit plans. Theinternal audit team has access to all information in the organization and this process islargely facilitated by ERP implementation in the Company.

The Internal control systems and procedures are designed to assist in theidentification and management risks the procedure-led verification of all compliances aswell as enhanced control consciousness. During the financial year under review thecontrols were tested and no reportable material weakness in design and effectiveness wasobserved.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31st March 2021 the Board of Directors of the Company consists 1 Whole-timeDirector (Executive) 3 Independent Directors and 4 Non- Executive Directors the detailsof which are given in the Corporate Governance Report which forms part of this AnnualReport.

During the year under review following changes took place in the Board of Directors

a) The Board of Directors upon the recommendation of the Nomination and RemunerationCommittee (NRC) at the meeting held on 21st July 2020 reappointed Mr. Ravichandar MoorthyDhakshana (Mr. D Ravichandar) (DIN: 03298700) as the Wholetime Director designated as"Director (Corporate - in Charge)" of the Company for a period of 9 (Nine)months w.e.f. 31st August 2020 to 31st May 2021 subject to the approval of shareholdersat the 31st Annual General Meeting of the Company.

b) Mr. Kalpesh Kikani (DIN: 03534772) resigned from the Board of Directors of theCompany as the (Non-Executive Non-Independent) Director with effect from 7th January 2021owing to his other professional commitments.

c) The Board of Directors upon the recommendation of the Nomination and RemunerationCommittee (NRC) at the meeting held on 19 January 2021 appointed Mr. Kaushik Subramaniam(DIN: 08190548) as an Additional Director (Non-Executive Non-Independent) on the Board ofDirectors of the Company with effect from 19th January 2021.

Subsequent to the closure of the financial year 202021 pursuant to recommendation ofNomination and Remuneration Committee ("NRC") Mr. Thirukkoteeswaran Mohan Babu(Mr. T. Mohan Babu) (DIN: 09169018) was appointed as an Additional Director of theCompany by the Board of Directors of the Company with effect from 1st June 2021 whoshall hold office up to the ensuing 31st Annual General Meeting of the Company. The Boardof Directors of the Company on the recommendation of NRC at its meeting held on 12th May2021 also approved the appointment of Mr. T Mohan Babu as the Whole-time Director of theCompany for a period of 2 (two) years w.e.f. 1st June 2021 subject to approval of theshareholders. The Board recommends to the shareholders the appointment of Mr. T. MohanBabu as the Director and the Whole-time Director of the Company.

I n terms of Section 161 of the Companies Act 2013 Mr. Kaushik Subramaniam and Mr. T.Mohan Babu will hold their office until the date of the ensuing Annual General Meeting andthey are eligible to be appointed as Directors of the Company. The Company has received anotice under Section 160 of the Companies Act 2013 from member proposing theircandidatures for appointment as Directors of the Company. Further Mr. T. Mohan Babu andMr. Kaushik Subramaniam are not disqualified from being appointed as the Directors of theCompany by virtue of the provisions of Section 164 of the Companies Act 2013.

In accordance with the provisions of section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. Seshagiri Rao MVS and Mr. Sanjay Kumar Directorsliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffered themselves for re-appointment. The Board recommends their re-appointment to theshareholders.

The details of profile experience other directorships etc in respect of Mr. DRavichandar Mr. Seshagiri Rao MVS Mr. Sanjay Kumar Mr. Kaushik Subramaniam and Mr. T.Mohan Babu who are seeking appointment/ reappointment as Directors of the Company asrequired under Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 and Secretarial Standard -2 issued by ICSI are annexed tothe Notice of the forthcoming 31st Annual General Meeting of the Company.

There were no changes in the Key Managerial Personnel of the Company during thefinancial year under review other than re-appointment of Mr. D Ravichandar as theWhole-time Director of the Company.

16. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 subsection 3(c) and sub-section (5) ofthe Companies Act 2013 the Board of Directors to the best of their knowledge andability state and confirm that:

(a) i n the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed and a proper explanation hasbeen provided in relation to any material departures;

(b) such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31st March2021 and of the loss of the Company for the year on that date;

(c) 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;

(d) the annual accounts for the financial year ended 31st March 2021 have been preparedon a going concern basis;

(e) i nternal financial controls were laid down to be followed by the Company and suchinternal financial controls are adequate and were operating effectively; and

(f) proper systems were devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

17. ANNUAL EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the SEBI ListingRegulations 2015 the Board has formulated a framework containing inter- alia thecriteria for performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors ("the Performance EvaluationPolicy").

For the financial year under review the performance evaluation of all the Directorswas carried out by the Nomination and Remuneration Committee. The performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board carried out an annual performance evaluation of its own performancethe performance of the Independent Directors individually as well as the evaluation of theworking of the Committees of the Board.

Details of the same are given in the report on Corporate Governance annexed hereto.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review four (4) Board Meetings were convened and heldthe details of which are given in the Corporate Governance Report. The intervening gapbetween these Meetings was within the period prescribed under the Companies Act 2013 andRegulations 17 of the SEBI Listing Regulations.

19. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees as required under the Companies Act2013 read with applicable Rules made there under and the SEBI Listing Regulations.

At present following are the Committees of the Board;

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Finance Committee

f. Business Responsibility Reporting (BRR) and International Trade Practice Committee

The details of composition of each Committee terms of the reference and number ofmeetings held during the year under review are given in the Corporate Governance Reportannexed to this report.

20. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors whoare part of Board confirming that;

a) he/she meets the criteria of Independence as laid out in Section 149(6) of theCompanies Act 2013 read with the Schedules rules made there under and Regulation 25 ofSEBI Listing Regulations 2015 and

b) he/she registered themselves with the Independent Directors' Databank as per theCompanies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019.

21. NOMINATION AND REMUNERATION POLICY

Pursuant to the SEBI Listing Regulations 2015 read with SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 the Board of Directors has put inplace the Nomination and Remuneration policy of the Company.

The details of the policy are explained in the Corporate Governance Report which formspart of this Annual Report.

The Nomination and Remuneration Policy as approved by the Board of Directors is alsohosted on the website of the Company viz:-https://www.aionisw.in/investors/ policies.

22. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Vigil Mechanism Cum Whistle Blower Policyto deal with instances of fraud and mismanagement if any. Details of the same are givenin the Corporate Governance Report. The policy is available on the website of the Companyviz:-https://www. aionisw.in/investors/ policies.

23. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into by the Company during thefinancial year under review were on an arm's length basis and in the ordinary course ofbusiness. During the year under review the Company has entered into material relatedparty transactions with JSW Steel Limited and in terms of Section 134 details of the sameare stated in Form AOC-2 in Annexure- 2 of this report. The material related partytransactions are entered by the Company are within the limits and in terms of the approvalaccorded by the Shareholders at previous Annual General Meeting. All related partytransactions are mentioned in the notes to the accounts. The Company has developed aframework through Standard Operating Procedures for the purpose of identification andmonitoring of such Related Party Transactions.

The "Policy on Materiality of Related Party Transactions and also on dealing withRelated Party Transactions" ('the Policy') as approved by the Board of Directors hasbeen uploaded on the website of the Company viz: https://www.aionisw.in/investors/policies. The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of RPT keeping in mind the potential oractual conflicts of interest that may arise because of entering into these transactions.All RPT are placed before the Audit Committee for review and approval.

Prior omnibus approvals are obtained for RPT that are repetitive nature and / orentered in the ordinary course of business and are at arm's length in compliance withapplicable provisions. The statement giving details of all RPT are placed before the AuditCommittee / the Board for review and approval on a quarterly basis.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Investments Loans and Guarantees as covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements.

25. CORPORATE SOCIAL RESPONSIBILITY

I n compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 as amended the Board of Directorsof the Company has formed Corporate Social Responsibility ("CSR") Committee. Thepolicy on CSR as approved by the Board of Directors is also hosted on the website of theCompany viz https://www.aionisw.in/investors/policies .

Pursuant to Section 135 of the Companies Act 2013 read with CSR policy of the Companyit is required to spend two percent of the average net profit of the Company for threeimmediately preceding financial year. As the average net profit of the Company duringprevious three financial years is negative the Company is not required to spend anyamount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended have been annexed as Annexure-3 andforms integral part of this Report. During the year the Company has undertaken somevoluntary CSR activities as stated in the Annexure-3 of this Report.

26. AUDITORS

a) Statutory Auditor

At the 29th Annual General Meeting ("AGM") of the Company held on 19th July2019 members of the Company had approved the appointment of M/s. Deloitte Haskins S SellsLLP Chartered Accountant Mumbai (Registration Number 117366W/W-100018) as the statutoryauditor for a period of 5 years with effect from the conclusion of the ensuing 29th AGMtill the conclusion of 34th AGM of the Company.

The Auditors have audited standalone and consolidated financial statements of theCompany for the financial year ended 31st March 2021 and no fraud has been reported by theAuditors under Section 143(12) of the Companies Act 2013 requiring disclosure in theBoard's Report. The Report does not contain any qualification reservation or adverseremark or disclaimer requiring explanation or comments from the Board under Section 134(3)of the Companies Act 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board at itsmeeting held on 18th May 2020 has appointed M/s S. Srinivasan S Co. a Company Secretariesfirm to conduct a secretarial audit of the Company for the financial year 2020-21. TheReport of the Secretarial Audit carried out for the financial year 2020-21 is annexedherewith as Annexure -4.

The report does not contain any qualification reservation or adverse remark ordisclaimer requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

The Board at its meeting held on 12th May 2021 has re-appointed M/s S. Srinivasan& Co. a Company Secretaries Firm as Secretarial Auditor for conducting SecretarialAudit of the Company for the financial year 2021-22.

c) Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Company is required to get its costaccounting records audited by a Cost Auditor and accordingly such accounts and records aremade and maintained by the Company.

Accordingly the Board at its meeting held on 12th May 2021 on the recommendation ofthe Audit Committee had appointed M/s. Shome & Banerjee Cost Accountants (Firm Reg.No. 00001) to conduct the audit of the cost accounting records of the Company forfinancial year 20212022 on a remuneration of Rs 350000/- plus taxes as applicable andreimbursement of actual travel and out-of-pocket expenses. The remuneration is subject tothe ratification of the Members in terms of Section 148 read with Rule 14 of the Companies(Audit and Auditors) Rules 2014 and is accordingly placed for your ratification.

The Cost Audit Report of the Company for the financial year ended 31st March 2020 wasfiled in XBRL mode on 19th August 2020.

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the financial year underreview the Company was in compliance with Secretarial Standards i.e. SS- 1 and SS- 2relating to "Meetings of Board of Directors" and "General Meetings"respectively.

28. RISK MANAGEMENT

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

The Company recognizes that the emerging and identified risks need to be managed andmitigated to;

• protect its shareholders and other stakeholder's interest

• achieve its business objective and

• enable sustainable growth.

The Board oversees the Enterprise Risk Management framework to ensure -

- execution of decided strategies with focus on action;

- monitoring risks arising out of unintended consequences of decisions or actionsrelated to performance operations compliance incidents processes and systemstransactions and the same are managed appropriately.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In accordance with Section 134(3)(m) of the Companies Act 2013 read with the Rule8(3) of the Companies (Accounts) Rules 2014 as amended the information on conservationof energy technology absorption and foreign exchange earnings and outgo are annexed as Annexure-5 hereto and forms an integral part of this Report.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details of the employees as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended areannexed to this report as Annexure -6.

The details of employee information as required under provisions of Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in the annexure to thisReport. In terms of the provisions of Section 136(1) of the Companies Act 2013 theReport is being sent to the members excluding the aforesaid annexure and any shareholderinterested in obtaining the copy of the same may write to the Company atisc_iispl@aionisw.in and the said annexure is also available for inspection by the Membersat the Registered Office of the Company during business hours on working days up to thedate of the ensuing Annual General Meeting.

31. ANNUAL RETURN

In accordance with the provisions of the Companies Act 2013 and amendment thereto theAnnual Return of the Company is placed on the website of the Company and is accessible atthe website of the Company viz. https://www.aionisw.in/investors/ .

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report and is annexed as Annexure-7.

Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations.

Many factors may affect the actual results which would be different from what theDirectors envisage in terms of the future performance and outlook. Investors are cautionedthat this discussion contains forward looking statement that involve risks anduncertainties including but not limited to risks inherent in the Company's growthstrategy dependence on certain businesses dependence on availability of qualified andtrained manpower and other factors discussed. The discussion and analysis should be readin conjunction with the Company's financial statements and notes on accounts.

33. BUSINESS RESPONSIBILTY REPORTING

The Securities and Exchange Board of India ('SEBI') pursuant to Regulation 34 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Fifth Amendments) Regulations 2019 mandated top 1000 listed Companies (by marketcapitalization) to include Business Responsibility Report (BRR) as a part of the annualreport of the Company.

The Company is committed to pursuing its business objectives ethically transparentlyand with accountability to all its stakeholders. The Company believes in demonstratingresponsible behavior while adding value to the society and the community as well asensuring environmental well-being with a long-term perspective.

BRR for the financial year 2020-21 forms part of this Annual Report as Annexure-8.

34. CORPORATE GOVERNANCE REPORT

The Company constantly follows the corporate governance guidelines and best practicesincerely and disclose the same transparently. The Board is conscious of its inherentresponsibility to disclose timely and accurate information on the Company's operationsperformance material corporate events as well as on the leadership and governance mattersrelating to the Company. Your Company has complied with the requirements of SEBI ListingRegulations 2015 regarding corporate governance.

A report on the Corporate Governance practices followed by the Company together with acertificate(s) regarding compliance is given as Annexure-9 to this report.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has laid down Anti Sexual Harassment policy on Gender Equality GenderProtection Prevention of Sexual Harassment and Redressal

System as per the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary apprenticeship) are covered under this policy. No complaints pertaining tosexual harassment were received or pending to be resolved by the Company in this respectduring financial year 2020-21.

36. OTHER DISCLOSURES / REPORTING

There is no disclosure or reporting required in respect of the following items as therewere no transactions pertaining to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme or ESOPs;

3. Neither the Managing Director nor the Wholetime Directors of the Company receive anyremuneration or commission from any of its subsidiaries;

37. THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THERE STATUS AS AT THE ENDOF THE FINANCIAL YEAR - Not Applicable.

38. THE DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHINE TAKING LOAN FROM BANKS OR FINANCIALINSTITUTIONS ALONG WITHE THE REASONS THERE OF - Not Applicable

39. ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the authorities banksbusiness associates shareholder's customers dealers agents and suppliers for theirunstinted support assistance and co-operation and faith reposed in the Company. TheDirectors place on record their deep appreciation to employees at all levels for theirhard work dedication and commitment.

By order of the Board For JSW Ispat Special Products Limited

(Formerly known as Monnet Ispat and Energy Limited)

Jyotin Mehta
Place: Mumbai Chairman
Date: 12th May 2021 DIN: 00033518

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