To the Members of JSW Steel Limited
The Board of Directors are pleased to present the Fifth Integrated report along withthe financial statements of the Company for the financial year ended March 31 2022. Abrief summary of the Company's standalone and consolidated performance during the yearended March 31 2022 is given below
1) Financial Results
(Rs. in crores)
| ||Standalone ||Consolidated |
| ||FY 2021-22 ||FY 2020-21 ||FY 2021-22 ||FY 2020-21 |
|I Revenue from operations ||118820 ||70727 ||146371 ||79839 |
|II Other income ||1929 ||669 ||1531 ||592 |
|III Total income (I + II) ||120749 ||71396 ||147902 ||80431 |
|IV Expenses: || || || || |
|Cost of materials consumed ||51457 ||28743 ||62337 ||32623 |
|Purchases of stock-in-trade ||234 ||199 ||534 ||233 |
|Changes in inventories of finished goods work and semi- finished goods-in-progress and stock-in-trade ||(3112) ||(872) ||(3601) ||(348) |
|Mining premium and royalties ||13894 ||6972 ||13894 ||6972 |
|Employee benefits expense ||1870 ||1501 ||3493 ||2506 |
|Finance costs ||3849 ||3565 ||4968 ||3957 |
|Depreciation and amortisation expense ||4511 ||3781 ||6001 ||4679 |
|Other expenses ||22609 ||14925 ||30707 ||17712 |
|Total expenses ||95312 ||58814 ||118333 ||68334 |
|V Profit before share of profit / (losses) from joint ventures (net) exceptional items and tax (III-IV) ||25437 ||12582 ||29569 ||12097 |
|VI Share of profit / (loss) from joint ventures (net) || || ||917 ||1 |
|VII Profit / (loss) before exceptional items and tax (V+VI) ||25437 ||12582 ||30486 ||12098 |
|VIII Exceptional items ||722 ||386 ||741 ||83 |
|IX Profit before tax (VII-VIII) ||24715 ||12196 ||29745 ||12015 |
|X Tax expenses / (credit): || || || || |
|Current tax ||4411 ||2162 ||4974 ||2467 |
|Deferred tax ||3602 ||1641 ||3833 ||1675 |
| ||8013 ||3803 ||8807 ||4142 |
|XI Profit for the year (IX-X) ||16702 ||8393 ||20938 ||7873 |
|XII Other comprehensive income || || || || |
|A i) Items that will not be reclassified to profit or loss || || || || |
|a) Re-measurements of the defined benefit plans ||(75) ||27 ||(83) ||33 |
|b) Equity instruments through Other Comprehensive Income ||2083 ||385 ||2435 ||459 |
|ii) Income tax relating to items that will not be reclassified to profit or loss ||(246) ||(10) ||(284) ||(12) |
|Total(A) ||1762 ||402 ||2068 ||480 |
|B i) Items that will be reclassified to profit or loss || || || || |
|a) The effective portion of gains and loss on hedging instruments ||(22) ||369 ||(9) ||426 |
|b) Foreign currency translation reserve (FCTR) || || ||(148) ||25 |
|ii) Income tax relating to items that will be reclassified to profit or loss ||8 ||(129) ||5 ||(143) |
|Total(B) ||(14) ||240 ||(152) ||308 |
|Total Other comprehensive income / (loss) (A+B) ||1748 ||642 ||1916 ||788 |
|XIII Total comprehensive income / (loss) (XI+ XII) ||18450 ||9035 ||22854 ||8661 |
|Total Profit /(loss) for the year attributable to: || || || || |
|- Owners of the company || || ||20665 ||7911 |
|- Non-controlling interests || || ||273 ||(38) |
| || || ||20938 ||7873 |
|Other comprehensive income/(loss) for the year attributable to: || || || || |
|- Owners of the company || || ||1937 ||770 |
|- Non-controlling interests || || ||(21) ||18 |
| || || ||1916 ||788 |
|Total comprehensive income/(loss) for the year attributable to: || || || || |
|- Owners of the company || || ||22602 ||8681 |
|- Non-controlling interests || || ||252 ||(20) |
| || || ||22854 ||8661 |
2) FY 2021-22: A Review
Global economic growth remains volatile
The financial year 2021-22 started with volatility owing to widespread lockdowns acrossthe globe induced by the second wave of COVID-19 infections and ended with risinggeopolitical tensions between Russia and Ukraine.
The FY 2021-22 began with the second wave hitting many parts of the world which led tothe global recovery losing pace. Impacted by the Delta variant India's growth was alsotemporarily dented in Q1 FY 2021-22. The severity of the second wave resulted in the stategovernments and central government diverting substantial funds towards healthcare. In thesecond quarter with reduction in caseload easing of restrictions and steady vaccinationramp up there was a strong bounce back in economic activity. Similarly Indian economyalso witnessed revival with moderate growth in consumption and stable macro- indicatorsbacked by steady investment push from the Indian Government.
In the third-quarter of FY 2021-22 with the Omicron variant outbreak and consequentimposition of restrictions economic activity was impacted. This combined with continuingsupply chain disruptions rising commodity prices and inflationary pressures dragged thegrowth prospects of many economies. However widening reach of vaccines pent up demandand timely policy measures helped the Indian economy to withstand the challenges. Howeverwith geopolitical tensions in February global trade was impacted severely. Moreover useof sanctions by many developed economies has given rise to a medium-term downward risk toglobal trade.
According to the International Monetary Fund's April World Economic Outlook (WEO)global growth is expected to have grown at 6.1% in CY 2021 but going forward growth willbe restrained owing to volatility and rising inflationary pressures across majoreconomies.
On the domestic front the Indian economy was on a steady footing despite global supplychain disruptions and looming uncertainty with possible resurgence of COVID-19 infections.Due to significant government investments total consumption is estimated to have grown by7% during the fiscal and Gross Fixed Capital Formation has exceeded pre-pandemic levelson the back of ramped up public expenditure on infrastructure. According to the EconomicSurvey India's GDP grew by 8.7% in FY 2021-22 after contracting by 6.6% in FY 2020-21.
Declining Chinese steel output drags global steel production
In CY 2021 the global steel industry witnessed volatile trends emanating from unsteadyraw material prices supply chain disruptions and overall demand shifts.
The global steel industry began CY 2021 on positive note with improved demand followingaccelerated pace of vaccination programmes in developed countries and gradual opening upof economies. The industry witnessed continued support from uptick in economic activityand improved business sentiment. Hence in the first quarter global steel production wasat 488 million tonnes (Source: worldsteel) 10% higher as compared to the same period inCY 2020.
As the year progressed China the biggest steel market started witnessing a gradualslowdown. The progress of the economy was marked down slightly by a stronger thananticipated fiscal tightening uncertainties in the property sector surging coal pricesand supply chain disruptions. In December China's crude steel production dropped by 6.8%y-o-y dragging down global output by 3% (y-o-y). On the other hand World-ex Chinareported a 2% growth in steel production on a y-o-y basis. However for CY 2021 globalsteel production increased by 3.6% y-o-y to reach 1911 MnT mostly supported by enhancedoutput from World-ex China while China's production declined by 3% y-o-y and was at 1033MnT.
Indian steel industry displayed its competiveness and resilience
The Indian steel industry also witnessed some volatility as at the start of FY 2021-22as the domestic economic growth was temporarily dented in by the second wave of COVID-19.However in the second quarter with easing of COVID-19 restrictions and steadyvaccination ramp-up there was a strong bounce-back in economic activity. Hence domesticcrude steel production was 31% higher in H1 FY 2021-22 compared to the same period in FY2020-21.
Starting January 2022 even as the infections surged owing to new COVID-19 varianteconomic activity was stable. The automobile sales of passenger and commercial vehicleswere encouraging and the construction and infrastructure sector witnessed steadyinvestments owing to the government's focus on public infrastructure. Hence the domesticsteel industry recorded consistent demand trend with steel prices remaining stable.
During the year the Indian steel industry witnessed a 16% (y-o-y) rise in crude steelproduction. In FY 2021-22 finished steel consumption stood at 105.8 MnT with an 11.5%rise y-o-y. Total finished steel exports for the same period was at 13.49 MnT a growth of25.1% over previous year and imports were at 4.67 MnT y-o-y decline of 1.7%.
Despite the overall volatility arising out of new variants of COVID-19 inflationarypressures and geopolitical tensions the Company improved its average capacity utilisationand recorded growth in steel production saleable steel sale volumes and salesrealisation. The Company's commendable performance was backed by an astute focus onensuring cost efficiency robust capacity expansion and quality steel-making grounded onthe strong footing of sustainable business practices and a focus on nurturing growth forall stakeholders.
JSW Steel continued to grow in FY 2021-22 mostly supported by pent-up demand across theglobe and healthy steel prices through the year. In FY 2021- 22 the Company grew itsoperations imbibed digital process to improve efficiency focused on resourceoptimisation ensured overall well-being of its stakeholders and maintained and improvedthe financial health.
Some of the key highlights of the year were:
Highest-ever annual consolidated crude steel production of 19.51 MnT a growth of29% y-o-y on the back of improved capacity utilisation and ramp-up of Dolvi expansion
Record Sales volume of 18.18 MnT improving by 21% y-o-y driven by ramped upproduction and increase in overall steel demand.
The Company's consolidated revenue from operations increased by 83% to '146371crores due to better realisations and higher sales volume.
Highest ever consolidated operating EBITDA of '39007 crores a growth of 94%y-o-y.
Strong operational performance
The Company achieved a capacity utilisation of 89% (93.6% excluding Dolvi Phase2 expansion) on a standalone basis
Ramp up of mining operations at Odisha and Karnataka contributing to 43% of thetotal iron ore requirements
Enriched Product mix
Sales of value added and special products (VASP) accounted for 60% of totalsales volumes for the year.
JSW Steel has established strong product brands over the years and brandedproducts sales stood at 47% of total retail sales.
The Company exported 4.57 million tonnes of steel in FY 2021-22 an increase of8% y-o-y and exports accounted for 28% of total sales (figures excluding BPSL).
Completion of expansion projects
Doubled its crude steel capacity in Dolvi to 10 million tonnes per annum (MTPA)with the commencement of integrated steel operations at the 5 MTPA brownfield expansion
On course to completing the capacity expansion at Vijayanagar's CRM-1 complexwith the commissioning of the 0.3 MTPA colour coating line.
Modernisation and enhancement of downstream capacities at Vasind and Tarapurhave been completed.
Continued progress on all capacity enhancements projects across downstreamfacilities
Healthy Subsidiary and Joint Venture performance
JSW Steel completed the acquisition process of Bhushan Power and Steel Ltd.(BPSL) and turned around operations at BPSL recording an EBITDA of ' 6423 crores duringthe year.
The coated steel business generated an EBITDA of ' 3082 crores a growth of 97%y-o-y.
Turnaround of the US operations at Ohio and Baytown recording an operatingEBITDA of $ 200 million.
JSW Steel Italy operations pruned its losses and reported steady growth duringthe year. The operations are expected to perform better in the next fiscal
JSW Ispat Special products Limited recorded a turnaround of the businessoperations generating an operating EBITDA of ' 472 crores during the year.
Strong Balance Sheet
The Company's consolidated Net gearing (Net Debt to Equity) stood at 0.83x atthe end of the year (vs. 1.27x at the end of FY 2020-21) and Net Debt to EBITDA stood at1.45x (vs. 2.83x at the end of FY 2020-21).
Strong liquidity of ' 17390 crores as on March 31 2022
Improvement in the weighted average interest rate to 5.67% at the end of March31 2022 vs 5.83% at the end of March 31 2021.
Net Debt increase of only ' 4035 crores post a capital expenditure spend of '14.599 crores and BPSL acquisition debt of ' 10278 crores
Became the first-ever Company in the global steel sector to issue $500 millionSustainability Linked Bond (SLB)
Credit Rating upgrade to BB stable from BB negative by Fitch
CARE Ratings Ltd. has upgraded the Company's rating for Long Term BankFacilities and Non-Convertible Debentures to "CARE AA"- Stable Outlook.
ICRA Limited has upgraded the Company's rating for Long Term Bank Facilities andNon-Convertible Debentures to "[ICRA] AA"; Stable Outlook.
Obtained Environmental Product Declarations (EPD)- Type III eco-labelling forall finished products from three integrated steel plants
Received an A-band from CDP for the number of best practices the Company isimplementing under climate change
Flagged off first-ever Electric Vehicle (EV) for material transfer in line withCompany's objective reduce carbon emissions at coated business.
Digitalisation and Industry 4.0 nearing completion resulting in benefits acrossoperations
Focused on transition to renewable power usage with the commissioning of the 225MW of solar capacity in Vijayanagar in collaboration with JSW Energy Limited
Focused on optimal use of resources via initiatives like setting up ofbeneficiation plant to upgrade the iron ore fines and using slurry pipeline to efficientlytransport the concentrate for pellet manufacturing.
3) Continued Strategic Growth
The Indian government has set an ambitious target of reaching 300 MnT steel productionby 2030. As a leading steel manufacturing in the country JSW Steel has embarked onextensive capacity expansion across its facilities. In FY 2021-22 the Company spentaround '14599 crores on capital expansion from the earmarked '18240 crores. JSW Steelhas made extensive progress in expanding its domestic crude steel capacity and is on trackto reach a total production capacity of 37 MTPA in India by FY 2024-25.
In FY 2021-22 with the operationalisation of Dolvi Works' Phase II the Company'sstandalone crude steel capacity increased to 23 MTPA from 18 MTPA. With the long-termgrowth potential for steel consumption in the domestic market and also exportopportunities the Company continues to focus on additional capital expenditure to expandcurrent capacities and also to modernise and expand capacities of its downstream business.
Additionally JSW Steel has from time-to-time entered into strategic joint ventures andacquired equity interests in various entities which have enabled it to add morevalue-added products and improve its market share. In FY 2021-22 newly acquired entitiesAsian Colour Coated Ispat Ltd Vallabh Tinplate Pvt. Ltd. Bhushan Power & Steel Ltd.and Plate and Coil Mill Division of Welspun Corp Ltd. helped the Company consolidate itsposition as a value added steel manufacturer.
Below are the details of the growth trajectory of the Company:
(A) Augmenting crude steel capacity at Vijayanagar Dolvi and BPSL
Crude steel capacity in Dolvi increased from 5 MTPA to 10 MTPA. The expandedIntegrated Steel operations commenced in November 2021. The 5 MTPA steel-making expansionincludes an 8 MTPA Pellet plant two Phases of Coke Oven battery totaling to 3 MTPAcapacity Blast Furnace Steel Melt Shop and 5 MTPA Hot Strip Mill.
Expansion of Hot Metal facilities in Vijayanagar by improving operationalpractices such as increased Pellet usage slag rate reduction additional oxygen fromVaccum Pressure Swing Absorption (VPSA) and creating additional stock house with otherinitiatives to increase the capacity from 12 MTPA to 13 MTPA
Setting up 5 MTPA integrated Steel Plant with Blast Furnace Steel Melting ShopHot Strip Mill along with auxiliaries by JSW Vijayanagar Metallics Limited a wholly ownedsubsidiary of the Company to increase the capacity from 13 MTPA to 18 MTPA. The project isexpected to be completed by FY 2023-24.
The expansion at BPSL to 3.5 MTPA is progressing well and is expected to becompleted in FY 2022-23. Long lead-time items have been ordered for the Phase-II expansionfrom 3.5 MTPA to 5 MTPA and the project is expected to be completed by FY 2023-24.
(B) Enriching product mix
As part of the capacity expansion of CRM- 1 complex at Vijayanagar to 1.8 MTPAthe second Continuous Galvanising Line (CGL) was commissioned in the fourth quarter of FY2021-22. The Colour-coating line of 0.3 MTPA was commissioned in the month of March 22.
All expansions as a part of Vasind and Tarapur's modernisation and capacityenhancement project have been commissioned with the commissioning of 0.45 MTPA GI/GL lineat Vasind in October 2021 and commissioning of 0.25 MTPA Color Coating Line in May 2021
The 0.5 MTPA of new Continuous Annealing Line (CAL) at Vasind is expected to becommissioned by first quarter of FY 2022-23.
Additional Tin Plate Line (through BAF route) of 0.25 MTPA at Tarapur isexpected to be commissioned in the first quarter of FY 2022-23
Installation of 0.25 MTPA new Color Coated Line at Rajpura in the state ofPunjab is expected to be commissioned in second half of FY 2022-23
Setting up a 0.12 MTPA Colour Coating line in Jammu & Kashmir is progressingwell for completion by the first quarter of FY 2023-24.
(C) Mergers & Acquisitions
FY 2021-22 was a year of consolidation from a mergers and acquisitions perspective. JSWSteel had undertaken strong inorganic growth in FY 2020 - 21 through acquisitions such asBhushan Power and Steel Limited (BPSL) Asian Colour Coated Ispat Limited (ACCIL) JSWVallabh Tinplate Private Limited (JVTPL) and Plate and Coil Mill Division (PCMD) ofWelspun Corp Limited. The acquisitions concluded in the last financial year have beensuccessfully turned around and integrated with the operations of JSW Steel.
In light of the strong operational and financial performance of BPSL JSW Steelexercised the option of conversion of the OFCDs pursuant to which JSW Steel now holds83.28% equity in PSL and PSL has become a subsidiary of JSW Steel. JSW Steel controls andmanages BPSL through PSL.
Company's other acquisitions like ACCIL and VTPL reported strong performance and theCompany achieved operationalisation of the Plate and Coil Mill division at Anjar.
The domestic steel industry has gone through a period of consolidation in the past fewyears with successful resolution of most of the large distressed companies. This has beena positive for the steel industry as a whole. In order to pursue its strategic growthaspirations JSW Steel continues to evaluate various acquisition opportunities which arevalue accretive while retaining the focus on financial discipline.
4) Ensuring Raw Material Security
The Company is a leading integrated steel manufacturer with one of the lowestconversion costs in the industry primarily due to efficient operations high peopleproductivity strategic location of its facilities and its state-of-the-art manufacturingfacilities. The Company's integrated operations span mining raw material processing unitssuch as beneficiation plants pelletisation and sinter plants steel manufacturing todownstream value addition capabilities such as production of cold rolled galvanised andgalvalume colour-coated and tin plate products.
The Company had successfully bid for thirteen iron ore mines located in Karnataka (ninemines) and Orissa (four mines) at various auctions conducted in October 2016 October 2018and FY 2019-20. These mines have an aggregate resource base of 1.3 billion tonnes. All themines were operationalised in a phased manner in FY 2020-21
The Company has a planned a capital expenditure outlay of '3450 crores for its ironore mines in Odisha. The plan focuses on enhancing mining capabilities and efficiencies.The initiatives will enhance mining infrastructure and reduce reliance on outsourcedmining. The Company will also implement digitalisation and set up grinding and washingfacilities to improve the quality of the ore.
The captive iron ore mines contributed to around 43% of the total iron ore requirementin FY 2021-22 compared to 35% in the previous fiscal.
5) Focus on Resource Optimisation
In FY 2021-22 the working environment was troubled with challenges owing to risingcommodity prices. Hence it was imperative that the Company undertakes medium-term andlong-term process improvements to drive cost benefits. JSW Steel continued to focus onelevating the efficiency curve in order to protect margins. The Company also utilisedtechnology and digitalisation to manage resource allocation adequately.
A) Cost reduction projects and manufacturing integration
Setting up of 8 MTPA pellet plant and
1.5 MTPA coke oven plant at Vijayanagar:
In order to decrease the requirement of expensive lump iron ore JSW Steel has set up apellet plant. The 8 MTPA pellet plant was commissioned in FY 2020-21 and was madeoperational during the year leading to reduction in procurement of lump ore and therebyreducing the overall cost of production.
The construction of Coke Oven Battery of
1.5 MTPA at Vijayanagar is currently under progress and is expected to be commissionedin phases in FY 2022-23. The Company has also decided to expand the coke oven capacity byanother 1.5 MTPA at Vijayanagar which is expected to be commissioned in phases from Q4 ofFY 2022-23. The projects cumulatively will contribute to substantial cost savings.
Setting up 175 MW and 60 MW power plants at Dolvi:
The Company is setting up 175 MW Waste Heat Recovery Boilers (WHRB) and a 60 MW captivepower plant to harness flue gases and steam from the Coke Dry Quenching (CDQ). These powerplants are expected to be commissioned in the first half of FY 2022-23.
B) innovation and technology
With the growing scale of the business the Company is continuously focusing oninnovation to enhance its operational efficiency resource optimisation and achieveimportant business goals. In FY 2021-22 JSW Steel continued its innovation journey withfocus on digitally transforming and nurturing JSW Steel's ecosystem and creatingsustainable value.
During the year the Company implemented predictive and rule-based AI systems acrossmultiple shops with the intent to automate decision making on process parameters andremove operator discretion limitations and estimation errors. The year also sawsuccessful deployment of key projects to enable optimisation of logistics cost end-to-endfinance digital transformation across all locations and
optimisation of in-bound as well as out-bound mines logistic operation.
JSW Steel also focused on upskilling the workforce and equip them with necessary toolsto adopt and sustain the digital initiatives implemented during the year. The Companyachieved a savings of '171 crores during the year as a result of the initiatives.
C) Technical Collaboration with JFE Steel Corporation Japan (JFE)
The strategic collaboration agreement that was signed between JFE and the Company inthe year 2010 was one of the largest FDIs in India in the Metals and Mining space.
The strategic technical collaboration with JFE has added significant value to theCompany both in terms of products and services thereby enriching the product mix of theCompany. The Company has developed a wide range of steel for critical auto end- useapplications such as outer body panels bumper beams and other crash resistant componentswith strength levels up to 980 MPa. The continuous support received from JFE in the formof technical assistance has resulted in expeditious resolution of issues observed duringthe commercial production/ approval of stipulated licensed grades.
The Company and JFE have also signed a Memorandum of Understanding to conduct afeasibility study for setting up a manufacturing and sales JV in India for Cold RolledGrain Oriented (CRGO) Electrical Steel Products. The demand for CRGO in India is metpresently by imports. With this facility the Company is likely to have a first moveradvantage to service customers in India with local steel. This would also strengthen theCompany's position as India's leading manufacturer of advanced steel products that lead toreduced CO2 emissions and producing sustainable steel products.
6) Prudent Financial Management
(A) Standalone Results
In FY 2021-22 crude steel production was at 17.62 MnT with an average capacityutilisation level of 89%. The Company achieved ~95% of its revised crude steel productionvolume guidance of 18.5 MnT for FY 2021-22. Steel sales volume stood at 16.52 MnT whichgrew by 11% y-o-y. The Company exported 3.6 MnT of steel lower by 4.6% y-o-y andaccounting for 22% of the total sales as against 25% in FY 2020-21. The Company alsoachieved 95% of its standalone sales volume guidance of 17.40 MnT for FY 2021- 22. Revenuefrom operations grew 68% y-o-y to '118820 crores primarily due to an increase in volumesand net sales realisations in the export and domestic market.
Owing to increase in sales volume better sales realisation cost saving initiativesand favourable product mix the Company achieved an annual Operating EBITDA of '31868crores up by 65% y-o-y with an EBITDA margin of 26.8%. However this was partly offset byincrease in prices of coking coal and higher iron ore prices which almost doubled in viewof the shortage of iron ore in the domestic market due to lower production and highervolume of exports. The depreciation and amortisation charge for the year was ' 4511crores registering a 19% increase over the previous year due to depreciation charged onasset capitalisation for projects and sustaining capex. The finance costs for the year was' 3849 crores an increase of 8% over the previous year.
The profit after tax increased by 99% to ' 16702 crores as compared to the previousyear. The Company's net worth stood at ' 63501 crores as on March 31 2022 vis-a-vis '46977 crores as on March 31 2021. Gearing (net debt-to-equity) was at 0.63x (as against0.98x) and net debt to EBITDA stood at 1.25x (as against 2.40x).
Subsequent to the year end a subsidiary company in USA received a final arbitrationorder on its dispute with the lessors of coking coal mining lease and plant lease and aconsequential notice of termination of lease. Accordingly an impairment provision of '722 crores is recorded towards the value of the loans given to overseas subsidiary.
(B) Consolidated Results
In FY 2021-22 the Company's consolidated revenue from operations increased by 83% andwas at '146371 crores. Operating EBITDA was recorded at '39007 crores. The operatingEBITDA increased to '39007 crores primarily due to better standalone performanceimproved performance from the overseas business and better operating margins from thedownstream business.
The overseas subsidiaries posted an operating EBITDA of '1389 crores as against anoperating EBITDA loss of '829 crores during the previous year. The Company's net profitimproved to '20938 crores for FY 2021-22 vis-a-vis '7873 crores in the last financialyear. The performance and financial position of the subsidiary companies and jointarrangements are included in the consolidated financial statement of the Company. TheCompany's net worth on March 31 2022 was '68535 crores compared to '44991 crores onMarch 31 2021. The Company's spending on capex expenditure/ acquisitions aggregated toaround '14599 crores for the year. The Company's consolidated Net gearing (netdebt-to-equity) at the end of the year stood at 0.83x (as against 1.27x as on March 312021) and net debt to EBITDA stood at 1.45x(as against 2.83x as on March 31 2021).
Subsequent to the year end a subsidiary in USA received a final arbitration order onits dispute with the lessors of coking coal mining lease and plant lease and aconsequential notice of termination of lease. Accordingly an impairment provision of '710crores is recorded towards the value of property plant & equipment goodwill otherassets and accrual of resultant liabilities. The Company has also recognised a provisionof '31 crores towards impairment of Capital Work In Progress at Ranchi Jharkhand based onassessment of the recoverable value. The same is disclosed as an exceptional item.
(C) Performance of Subsidiaries and Joint Venture companies
The Company has 45 direct and indirect subsidiaries and 11 JVs as on March 31 2022 andacquired or incorporated certain domestic subsidiaries during the year. As per theprovisions of Section 129(3) of the Act a statement containing the salient features ofthe financial statements of the Company's subsidiaries and JVs in Form AOC-1 is attachedto the financial statements of the Company. In accordance with provisions of Section 136of the Act the standalone and consolidated financial statements of the Company alongwith relevant documents and separate audited accounts in respect of the subsidiaries areavailable on the website of the Company. The Company will provide the annual accounts ofthe subsidiaries and the related detailed information to the shareholders of the Companyon specific request made to it in this regard by the shareholders.
The details of the major subsidiaries and JVs are given below:
(i) Indian Subsidiaries
1) JSW Steel Coated Products Limited (JSW Steel Coated)
JSW Steel Coated Products Limited is the Company's wholly-owned subsidiary and catersto both domestic and international markets. The Company manufactures value- added flatsteel products comprising of tin plates galvanised and galvalume coils/ sheets andcolour-coated coils/sheets. The Company has three manufacturing facilities at VasindTarapur and Kalmeshwar in the state of Maharashtra. In FY 2021-22 JSW Steel Coatedreported a production (Galvanising/ Galvalume products/Tin Product/CRCA) of 2.40 MnT anincrease by 30% y-o-y this year. Its sales volume increased by 22% y-o-y to 2.65 MnTduring FY 2021-22. The operating EBITDA for the year increased to '2294 crores comparedto '1231 crores in FY 2020- 21. The operating EBITDA margin improved to 9% as against 8%in FY 2020-21 primarily due to higher realisations and enhanced sales mix which waspartially offset by the increase in the input costs like Hot rolled coils Aluminium &Zinc costs paints and fuel. The revenue from operations and the net profit for the yearunder review was '26497 crores and '1366 crores respectively as against the revenue fromoperations of ' 14963 crores and net profit of ' 733 crores for the year ended March 312021.
2) JSW Vallabh Tinplate Private limited (JSWVTPL)
JSW Vallabh Tinplate Private Limited (JSW VTPL) is a wholly-owned subsidiary of theCompany. It produces tin plates and has a capacity of 1.2 lakh tonnes. With a productionof 0.99 lakh tonnes during FY 2021-22 its EBITDA for the year was at '170 crores comparedto '47 crores the previous year. Its net profit after tax improved from '14 crores in FY2020-21 to '108 crores in FY 2021-22.
3) Vardhman industries limited (VH)
VIL manufactures colour-coating products with a capacity to produce 60000 tonnes perannum and a service centre to cater to white goods customers in North India. The Companyhas a manufacturing unit at Rajpura Patiala in Punjab. VIL produced 42807 tonnes in theyear but EBITDA was dragged down slightly owing to higher input costs. For the yearEBITDA stood at '13 crores compared to '30 crores in FY 2020-21. In FY 2021-22 its netprofit after tax was '11 crores compared to '25 crores in the previous year.
4) Asian Colour Coated ispat limited (ACCH) ACCIL is a manufacturer of downstream steelproducts and has two manufacturing units located at Bawal Haryana and KhopoliMaharashtra. ACCIL has a capacity of 1 MTPA with 3.2 lakh tonnes of cold-rolled steel andcolour-coated steel. In FY 2021-22 the EBIDTA improved to '606 crores from '250 crores*in the previous year. The increase is primarily due to the 12 months full operations forthe FY 2021-22 as compared to the 5 months operations in FY 2020-21 as ACCIL was acquiredon October 26 2020. From the date of acquisition to March 31 2021. The total productionwas at 2.55 lakh tonnes which increased to 5.8 lakh tonne in FY 2021-22. ACCIL profitafter tax improved to '45 crores versus '16 crores in FY 2020-21.
*from the date of acquisition to March 31 2021
5) Amba River Coke limited (ARd)
Amba River Coke Limited (ARCL) is a wholly- owned subsidiary of the Company and has a 1MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2021-22 ARCL produced 0.9 MnT ofcoke and 3.44 MnT of pellet. The coke and pellets produced are primarily supplied to theDolvi unit of the Company.
The operating EBITDA for the year under review was at '518 crores as against '467crores in the previous year. Its profit after tax improved to '174 crores versus '168crores in FY 2020-21.
6) Bhushan Power and Steel Limited (BPSL)
On March 26 2021 the Company completed the acquisition of BPSL by implementing theresolution plan approved under IBC Code basis an agreement entered with the erstwhilecommittee of creditors. The Company had entered a subscription and Shareholders agreementwith JSW Shipping & Logistics Private Limited (JSLPL) through which the Company andJSLPL held equity of Piombino Steel Limited (PSL) in the ratio of 49% and 51%respectively. Further JSW Steel also held optionally fully convertible debentures("OFCDs") of PSL with a right to convert them into equity. In accordance withthe approved Resolution Plan BPSL was acquired as wholly-owned subsidiary of PSL.
In FY 2021-22 following BPSL's robust operational and financial performance JSW Steelon October 1 2021 exercised the option of conversion of the OFCDs pursuant to which JSWSteel now holds 83.28% equity in PSL and PSL has become a subsidiary of JSW Steel witheffect from October 1 2021.
Consequent to the aforesaid conversion the Company is controlling and managing BPSLthrough PSL and the financials have consolidated with the Company.
BPSL operates a 2.75 MTPA integrated steel plant located at Jharsuguda Odisha and alsohas downstream manufacturing facilities at Kolkata West Bengal and Chandigarh Punjab.
For FY 2021-22 BPSL produced 2.72 MnT of crude steel and the total revenue fromoperations was at '21409 crores as compared to '11402 crores in the previous year. TheEBITDA improved from '2243 crores in FY 2020-21 to '6423 crores in FY 2021-22. Theoverall profit after tax improved to '4259 crores in FY 2021-22 vis-a- vis '974 crores inFY 2020-21. Further Revenue from operations and Profit after tax pertaining to BPSL postacquisition adjustments included in these consolidated results for the year ended 31 March2022 amount to '11768 crores and '1670 crores respectively. The net profit attributableto Non-Controlling Interests is '279 crores for the period April 21 to September 21.
7) JSW Industrial Gases Private Limited (JIGPL)
JSW Industrial Gases Private Limited (JIGPL) is a wholly-owned subsidiary of theCompany. The Company sources oxygen nitrogen and argon from JIGPL for its Vijayanagarplant. The operating EBITDA for the year under review was at '57 crores as against '55crores in the previous year. The profit after tax for the year has remained stable at '37crores.
8) Other Projects Being Undertaken by Domestic Subsidiaries
The Company as part of its long term growth strategy had initiated a few greenfieldprojects in the states of West Bengal Jharkhand and Odisha.
JSW Bengal Steel Limited (JSW Bengal Steel) - As a part of its overall growthstrategy the Company had planned to set up a 10 MTPA capacity steel plant in phasesthrough its subsidiary JSW Bengal Steel. However due to uncertainties in theavailability of key raw materials such as iron ore and coal after the cancellation of theallotted coal blocks the Salboni project has been put on hold.
JSW Jharkhand Steel Limited (JJSL) -
JJSL was incorporated in relation to the setting up of a 10 MnT steel plant inJharkhand. The Company is currently in the process of obtaining approvals and clearancesnecessary for the project.
JSW Utkal Steel Limited (JUSL) was formed for setting up an integrated steelplant of 13.2 MTPA steel capacity and a 900 MW captive power plant in Odisha.
In April 2022 JUSL a wholly-owned subsidiary of JSW Steel has received theenvironmental clearance (EC) for setting up of a greenfield Integrated Steel Plant (ISP)of 13.2 million tonnes per annum (MTPA) crude steel from the Union Ministry of Environment& Forest and Climate Change (MoEF&CC). The mega project is expected to generatehuge employment opportunities in the region which in turn will boost the economy ofOdisha state. The capital expenditure for the modern green and environment- friendlyintegrated steel plant (ISP) project is expected to be approx. ' 65000 crores includingassociated facilities. The phase-wise work for the project is expected to start once theland is handed over to the company by the Government of Odisha. The project is one of thelargest in the manufacturing sector in the country and MoEF&CC accorded the EC aftersuccessful public hearings. JUSL has earmarked budgets for social interventions underpublic health education skill development social infrastructure waste managementenvironment drinking water women empowerment and other interventions. Additionallybased on the environment impact assessment (EIA) the company has plans to incurexpenditure for the environment protection and mitigation measures.
JIUSL is in the process of obtaining the necessary approvals and licences for theproject.
(ii) Overseas Subsidiaries
1) Periama Holdings LLC and its Subsidiaries
Viz. JSW Steel (uSA) inc - Plate and Pipe
Mill Operation and its Subsidiaries - West
Virginia USA-Based Coal Mining Operation
a) The Baytown facility has a 1.2 million net tonnes per annum (MNTPA) plate mill and a0.55 MNTPA pipe mill. The facility is located near a port and in close proximity to keycustomers in the oil and gas industry. JSW Steel (USA) plate and pipe mill is in theprocess of modernising the existing facilities at Baytown Texas. The first phase ofmodernisation was completed and commissioned in the last fiscal year. The second phase ofthe modernisation of the plate mill is on-track and expected to be completed in FY2023-24. The unit produced 0.29 MNTPA of plates and 0.012 MNTPA of pipes with capacityutilisation of 31% and 2% respectively. JSW Steel (USA) witnessed a turnaround during theyear as the demand for the plate market picked up and realisations improved in the US. JSWSteel (USA) reported an EBITDA of US$ 80 million ('600 crores) compared to the previousyear's negative EBITDA of US$ 9.2 million ('73 crores). In FY 2021-22 loss after tax wasUS$ 10.6 million ('72 crores) compared to net loss after tax of US$75.63 million ('605crores) in FY 2020-21.
b) Coal mining operation-Periama Holdings LLC has 100% equity interest in coal miningconcessions in West Virginia US along with permits for coal mining and owns a 500 TPHcoal-handling and preparation plant. During the year total production stood at 83877 NTas against 77928 NT during FY 2020-21. Its coal mining operations reported EBITDA of
US$ 1 million ('8 crores) for the year compared to EBITDA loss of US$ 5.52 million('43 crores) in the previous year. Loss after tax stood at US$ 104.78 million ('780crores) vis-a vis Loss after tax of US$ 19.64 million ('146 crores) in FY 2020-21.
During the year as a part of the overall exercise and to consolidate its operationsand holding structure the following subsidiaries has been merged with their immediateparent companies.
|Name of Entity merged ||Parent Entity |
|Keenan Minerals LLC ||Purest Energy LLC |
|R.C. Minerals LLC || |
|Peace Leasing LLC || |
|Rolling S Augering LLC ||Planck Holdings LLC |
|Periama Handling LLC || |
|Prime Coal LLC ||Periama Holdings LLC |
The merger has been accounted for under the pooling of interest method whereininvestments and share capital of respective entities has been eliminated and all assetsand liabilities of the subsidiaries have been transferred at book values as on December 22021.
2) Acero Junction Holdings inc (ACERO) and its Wholly-Owned Subsidiary JSW Steel USAOHIO inc (JSWSuO)
JSWSUO has steelmaking assets consisting of 1.5 MNTPA electric arc furnace (EAF) 2.8MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo Junction Ohio inUSA. In order to improve yields enhance production reduce operating costs the Ohio unitrevamped and modernised its facility at a cost of U.S.$40 million. The unit has sincerestarted operations in March 2021 and contributed to volumes and profitablity.
JSWSUO operated at a capacity utilisation of 42% during FY 2021-22 compared to thecapacity utilisation of 6% in FY 2020-21 due to improved demand for slabs and Hot RolledCoils in the US. JSWSUO collaborated with third-party mills for manufacturing HRC in FY2021-22 and reported an EBITDA of US$ 119.86 million ('895 crores) compared to EBITDA lossof US$ 68.51 million ('510 crores) last financial year. Profit after tax for FY 2021-22was US$ 72.11 million ('540 crores) compared to Loss after tax of US$ 116.09 million ('863crores). JSWSUO operations turnaround during the year due to better capacity utilisationand increase in realisations for slabs and Hot Rolled Coils offset by the higher scrapprices increase in fuel costs and other inputs.
3) JSW Steel Italy Piombino S.P.A. (JSW Piombino) (Formerly known as Aferpi S.P.A)Piombino Logistics S.P.A. (PL) and GSi Lucchini S.P.A
JSW Piombino produces and distributes special long steel products. The Company has aplant at Piombino in Italy comprising a Rail Mill (0.32 MTPA) Bar Mill (0.4 MTPA) WireRod Mill (0.6 MTPA) and a captive industrial port concession.
PL manages the logistics infrastructure of Piombino's port area. The port managed by PLhas the capacity to handle ships up to 60000 tonnes. During FY 2021-22 operationsgenerated an EBITDA loss of 6.42 million ('69 crores) compared to EBITDA loss of22.65 million ('191 crores) last year. Loss after tax for the year amounted to 11.7 million ('106 crores) against loss after tax of 30.1 million ('247crores) in FY 2020-21.
Liquidation of overseas subsidiaries
During the year as part of the Company's overall efforts of simplifying the groupstructure three overseas wholly owned subsidiaries of the Company domiciled in theRepublic of Mauritius which were acquired in the earlier years have undergone winding upand have been liquidated w.e.f 15 March 2022
Arima Holdings Limited
Lakeland Securities Limited
(III) Joint Venture Companies
1) JSW ispat Special Steel Products limited (JISPL) (Formerly known as Monnet iSPAT& Energy limited (MIEL))
In August 2018 Monnet Ispat & Energy Limited (MIEL) was acquired jointly by aconsortium of Aion Investments Private Limited (AION) and the Company. Currently JSWSteel directly and indirectly holds 23.1% of the equity shares of JISPL.
JISPL owns a 1 MnT integrated steel plant with the ability to scale up to 1.5 MnTalong with a 0.8 MnT sponge iron plant 2.20 MnT pellet plant a 0.96 MnT sinter plant anda 230 MW captive power plant in Chhattisgarh.
JISPL since its acquisition have taken the following steps to revive and turnaroundbusiness operations
Restarted the pellet plant and incurred capex to increase capacity to 2.2 MTPAand revamping of the pellet plant by introduction of two filter presses mixer andevacuation system
Increased the DRI productivity by usage of own manufactured pellets and processimprovement
Revamped the oxygen plant for consistent and reliable operations
Restarted the Blast Furnace and carried out process improvement to operate atrated capacity and improved efficiencies
Restart of the steel melt shop and upgradation to special steel by modificationof caster and commissioning of vacuum de-gasifier and commissioning of slab caster andbloom caster to cater to the requirements of rail mills
Modernisation of the rolling mill to produce special bar rods and flat rolling
These initiatives resulted in turnaround of JISPL's business operations and JISPLrecorded a consolidated operating EBITDA of '472 crores for FY 2021-22 as compared toEBIDTA of '384 crores in the previous year. JISPL recorded a profit before tax of ' 1crore for FY 2021-22 as compared to loss before tax and exceptional items of '105 croresin FY 2020-21.
The Board of Directors of JSW Steel Limited at its meeting held on May 27 2022 on therecommendations of the audit committee and the Independent Directors has considered andapproved a composite scheme of arrangement amongst JSW Steel Limited("JSWSL")Creixent Special Steels Limited ("CSSL") and JSW Ispat Special Products Limited("JISPL") and their respective shareholders and creditors ("Scheme")under Sections 230 to 232 and other applicable provisions of the Companies Act 2013("Act"). The Appointed Date of the Scheme is April 1 2022
The Scheme provides inter alia for the amalgamation of CSSL and JISPL with and intoJSWSL; dissolution without winding up of CSSL and JISPL; issuance and allotment of equityshares of JSW Steel Limited to the eligible equity shareholders of CSSL and JISPL in themanner and in the share exchange ratio specified in the Scheme i.e. JSWSL will issue 3(three) fully paid up equity shares of ' 1 each to the eligible equity shareholders ofCSSL as on the record date for every 2 (two) fully paid up equity shares of ' 10 each heldby such equity shareholders of CSSL; and 1 (one) fully paid up equity share of ' 1 each ofJSWSL for every 21 (twenty-one) fully paid up equity shares of ' 10 each held by eligibleequity shareholders of JISPL; and 1 (one) fully paid up equity share of ' 1 each of JSWSLfor every 21 (twenty-one) compulsorily convertible preference shares of ' 10 each held bysuch holders of compulsorily convertible preference shares of JISPL
The Scheme is subject to the necessary statutory and regulatory approvals of (i) theshareholders / the creditors of the Transferee Company and other parties to the Scheme asmay be directed by the National Company Law Tribunal Mumbai Bench (ii) the BSE Limitedand the National Stock Exchange of India Limited (iii) Securities and Exchange Board ofIndia (iv) Competition Commission of India and (v) any other regulatory approvalspermissions consents sanctions exemption as may be required under applicable lawsregulations guidelines in relation to the Scheme.
2) JSW Severfield Structures Limited and its Subsidiary JSW Structural Metal DeckingLimited (JSSL)
JSW Severfield Structures Limited (JSSL) is operating a facility to design fabricateand erect structural steel work and ancillaries for construction projects. These projectshave a total capacity of 55000 TPA at Bellary Karnataka. JSSL produced 58244 tonnes(including job work) during FY 2021-22. JSSL's EBITDA increased to '65 crores from '41crores crores in FY 2020-21. The profit after tax for the year also improved to '11 croresversus a loss after tax of '16 crores in FY 2020-21.
JSW Structural Metal Decking Limited (JSWSMD) a subsidiary company of JSSL is engagedin the business of designing and roll forming of structural metal decking and accessoriessuch as edge trims and shear studs. The plant's total capacity is 10000 TPA. In FY2021-22 JSWSMD's EBITDA improved to '17 crores from '6 crores in FY 2020-21. The profitafter tax for the year was at '9 crores compared to '2 crores in FY 2020-21.
3) JSW Mi Steel Service Centre Private limited (MISI JV)
The Company and Marubeni-Itochu Steel signed a JV agreement on September 23 2011 toset up steel service centres in India. The JV Company had started the commercial operationof its steel service centre in western India (near Pune) with 0.18 MTPA initial installedcapacity in March 2015. MISI JV has also commissioned its steel service centre in PalwalHaryana with MISI JV 0.18 MTPA initial capacity. On May 24 2021 MISI
JV acquired JSW MI Chennai Steel Service Center Private Limited (formerly known as MISteel Processing India Private Limited) from Marubeni Itochu Inc. with processing capacityof 0.10 MTPA
The service centre is equipped to process flat steel products such as hot-rolled coldrolled and coated products. Such products offer just-in time solutions to automotivewhite goods construction and other value added segments. In FY 2021-22 EBITDA was '51crores as compared to '41 crores in FY 2020-21. MISI JV earned a profit after tax of '25crores during the year as compared to '18 crores during FY 2020-21.
The Board of Directors of the Company had approved a Dividend Distribution Policy onJanuary 31 2017 in accordance with the Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015. The Policy is available onthe Company's website: www.jsw.in/investors/investorrelations-steel.
In terms of the Policy Equity Shareholders of the Company may expect dividend if theCompany has surplus funds and after taking into consideration the relevant internal andexternal factors enumerated in the policy for declaration of dividend.
The policy also enumerates that efforts will be made to maintain a dividend payout(including dividend distribution tax and dividend on preference shares if any) in therange of 15% to 20% of the consolidated net profits of the Company after tax in anyfinancial year subject to compliance of covenants with Lenders / Bond holders.
In line with the said policy the Board of Directors has recommended dividend at '17.35per equity share on the 2417220440 equity shares of '1 each of the Company for theyear ended March 31 2022 subject to the approval of the Members at the ensuing AnnualGeneral Meeting. This dividend payout ratio works out to 20% of the consolidated netprofit of the year ended March 31 2022. The total outflow on account of equity dividendwill be '4194 crores vis a vis '1571 crores paid for FY 2020-21.
Mainstreaming Sustainability in Business Imperatives
1) Sustainability Governance
Maintaining and preserving the environment is a key business objective for the Company.The Company is aligned with the global steel industry's focus on reducing itsenvironmental impact and contributions toward climate change. Over the years JSW Steelhas fortified its commitment to conserve natural resources reduce emissions byundertaking long-term measures like harnessing innovation technology adoption and processchange. The Company has developed a sustainability framework based on 17 key areas whichembody the long-term Environmental Social and Governance goals of the enterprise. Thefocus areas have been identified through an extensive process of studying the impact andthe level of contribution required to be made. Furthermore the Company has set targetsand goals that will aid the creation of long- term value for all stakeholders.
JSW Steel has also established a Board-level Business Responsibility / SustainabilityReporting Committee which reviews the sustainability parameters every six months. In lightof the rapid developments related to climate change viz. technology regulationstaxation investors' growing expectations disclosures and so on the Company hasconstituted a Climate Action Group (CAG) with cross-functional expertise encompassingR&D strategy operations communications etc. Facilitated by the CorporateSustainability Team the CAG operates as a central think-tank to formulate and drive theclimate change mitigation strategy and actions for the Company towards a low carbon roadahead. With a seamless mechanism in place to review stakeholder issues periodically theCompany has been undertaking extensive planning process optimisation and investments intechnology and innovation to limit environmental risks.
Key areas of sustainability
Supply chain sustainability
During the year the Company raised $1 billion through the issuance of bonds in the USbond markets through a Reg S/144A issuance. The issuance comprised two tranches of 5.5years and 10.5 years each for an amount of $500 million. The 10.5-year tranche was issuedas a Sustainability Linked Bond (SLB) where the company has committed to a target ofachieving <1.95 tonnes of CO2 per tonne of crude steel produced by March2030 representing a 23% reduction from its 2020 levels.
2) Tackling Climate Change
As an industry leader JSW Steel understands its responsibility to contribute towardscreating a cleaner and sustainable planet for the future. The Company has developed aclimate action plan to improve its carbon emission intensity beyond India's NationallyDetermined Contributions (NDC) and achieve more than 42% reduction by 2030 from the baseyear of 2005. JSW Steel aims to achieve this through:
Improvement of input raw material quality through beneficiation
Increased use of renewable energy and scrap
Reducing coke in Blast Furnaces (BFs) increased Pulverised Coal Injection (PCI)and Natural Gas (NG) use in BFs
Energy efficiency and process efficiency improvements through best availabletechnologies
Continue efforts and collaborations towards development of deep decarbonisationtechnologies
The Company has an operating Carbon Capture Utilisation (CCU) plant at Salav facilitywhich is capturing carbon from the exhaust gases generated by sponge iron operationstreating and converting it to approximately 100 TPD CO2 (99.5% purity) andwhich is being used in the food and beverage industry for use.
The Company has earmarked '10000 crore over the next few years to decarbonise theinitiatives include shifting to solar power for energy and increase the usage of scrap inthe steel making operations.
With a view to relook at the energy minimisation and ensure energy efficient businessprocesses JSW Steel has been steadily transitioning to cleaner energy. The Company hadset a target of consuming around ~1000 MW of renewable energy by 2030 and it hasprogressed steadily towards achieving the same. JSW Steel has entered into a solar andwind power purchase agreement through SPVs set up by JSW Energy Limited. JSW Steel willacquire 26% stake in such SPVs which will set up renewable power facilities with anaggregate capacity of 958 MW of which 225 MW was commissioned in April 2022.
4) Product Sustainability
JSW Steel obtained Environmental Product Declarations (EPD's) - Type III eco-labellingfor all finished products of its three integrated steel plants. EPDs will enable andsupport the organisation to clearly communicate the quantified environmental informationto customers on the life cycle of products in a credible comparable and understandableway.
5) Water Management
JSW Steel has set a target of achieving specific water consumption (in steelproduction) of 2.21m3/ tcs by 2030. Currently all the facilities follow Zero LiquidDischarge principles. The major steel producing facilities of the JSW Steel operate inwater-stressed regions and thus the Company consistently introduces process improvementsto ensure better water conservation and harvesting. The plants have extensive watermanagement plans in place which accelerate water conservation.
6) Air Emissions
The Company continues to upgrade and implement better pollution control systems whileseeking expansion and improvement in its plans. JSW Steel commissioned a dedusting systemof capacity 100000 m3/h commissioned at RMHS in Vjayanagar which coversaround 11 dust sources effectively and reduces work zone emissions. Similarly dedustingsystems of capacity 120000 m3/h and 90000 m3/h were commissionedat Pellet Plant -3 Product Storage Building and at Pellet Plant -3 HLS Buildingrespectively.
With an aim to protect the biodiversity where it operates JSW Steel aims to practiceprudent land use management. The Company also engages local environmental organisationsand societies to study the biodiversity impact and improve local flora and fauna.
Till date JSW Steel Vijayanagar has planted around 18 lakh trees in an area of 2250acres and plans to enhance the plantation to 24 lakh. The facility has also developedgreenery in an expansive stretch of 432 acre of degraded forest land adjacent to JSW SteelComplex in association with Karnataka State Forest Department.
The Company has carried out study to determine the impact on flora and fauna of corearea. JSW Steel is planning to develop a Jubilee Park spread across 242 acres inVijayanagar to enhance biodiversity.
8) Corporate Social Responsibility
In line with the Group's philosophy of 'Better Everyday' JSW Steel has strived todeliver on its responsibilities towards its communities people and society at large. TheCompany carries out its social and out of fence environmental initiatives through JSWFoundation. The aim is to drive meaningful and sustainable change among communities(Direct Influence Zones & Indirect Influence Zones) across eight cause areas.
JSW Foundation's interventions are oriented towards achieving better outcomes in thelocal context by adopting SAMMS approach- Strategic Aligned Multi- stakeholderMeasurable Sustainable. The interventions aim to leverage the long-standing trust andengagement with the communities to enable a self-sustaining ecosystem of well-being.
The interventions range from strengthening educational institutions to provisioning ofsecondary & tertiary healthcare and strengthening of public health system helpingcommunities to access basic sanitation & promoting hygiene contributing towards waterand environment conservation facilitating women-centric livelihoods and promotingagribusiness approach.
In the last four financial years the Company has consistently increased the share ofCSR expenditure.
The CSR spend has increased every year from '53 crores in FY 2017-18 to '176.73 croresin FY 2020-21. During the current financial year the Company has spent an amount of'200.34 crores towards CSR expenditure.
Envisioning and achieving progress across intervention areas
The education programmes and initiatives focus on a spectrum of aspects including theconstruction and maintenance school infrastructure interventions in early childhoodeducation e-learning scholarships teacher training remedial classes additionalteacher support career guidance exposure to science and math activities the provisionof science labs and libraries and mid-day meals.
Health and nutrition
The efforts under this focus area aim to enhance health and nutrition services at alllevels of the healthcare systems by increasing awareness contributing to infrastructuredevelopment and encouraging community engagement to support the nation's efforts.
Skills and livelihoods
The Company focuses on ground realities to increase the employability of graduates andwomen in rural areas with innovative solutions and vocational trainings.
Water environment and sanitation
The Company undertakes an integrated approach towards water environment and sanitationby ensuring access to safe drinking water implementing long-term plans for sustainablewater resource management and enabling water security for domestic and agriculture usagein communities.
JSW Foundation is aligned to the government's Swachh Bharat Mission and focuses onreducing and eliminating the practice of mixed waste from its townships and Direct ImpactZones (DIZ) villages.
Art Culture & Heritage
The Company has focused on developing a long-term preservation and restoration strategyto protect the country's heritage for future generations. Through active collaborationswith organisations and initiatives that preserve and promote the art culture andheritage of India JSW Foundation is involved in establishing art precincts restoringheritage structures and preserving history.
JSW Steel has pioneered the success of rural sporting talent in India with focus onproviding holistic and integrated solutions ranging from infrastructure equipmenttraining of trainers to partnering with government bodies and other associations forgrowth.
Pursuant to the of the Companies (Corporate Social Responsibilities Policy) AmendmentRules 2021 Company has adopted a revised CSR policy in line with the above amendment.The policy has been approved by the Company's Board of Directors and the same is availableon the website of the Company at https://www.jswsteel.in/investors/jsw-steel-investor-information-corporate-social-responsibility-policy.
In view of the solid foundation laid for the long-term projects in this fiscal and theenvisioned scaling up of the on-going CSR projects the Company will continue to createvalue for its as well for a wider range of stakeholders. The disclosure as per Rule 9 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 (as amended) is annexedto this Report as Annexure C.
9) Health and Safety
JSW Steel is committed to providing a healthy and safe working environment for theemployees contractors business associates and visitors on premises and communityimpacted by its operations.
The Company aims to be compliant with all applicable health and safety legalrequirements and the world-class Occupational Health and Safety (OHS) management systemsare being implemented and maintained across the locations. JSW Steel has consistentlyfocused on safeguarding the lives of people with an aim to create a zero harm workingenvironment.
JSW steel has launched ten JSW critical safety rules which were developed based on thecriticality and past history of incidents. In order to create awareness on these rules a3D animated video was developed and was cascaded to all the sites for inclusion in theSafety Induction process.
In the year FY 2021-22 JSW Steel launched 'Safety Hero Programme' to recognise theemployee and contract workers. The Safety Hero encourages safety behavoiur and complianceswith the set safety rules and procedures. Further to strengthen the knowledge andexposure of safety team towards international requirements and best practices JSW Steelhas organised NEBOSH International General Certification training through British SafetyCouncil for safety professionals. First batch comprising of 20 employees were selectedfrom JSW Steel. The participants underwent training and appeared for exams.
As a part of ensuring contractor safety a six-step contractor safety managementprogramme (CSM) has been established across all plants. In order to periodically assessand improve the contractor's safety performance a post assessment of contractor's safetyperformance is carried out periodically (at least every 6 months) and rated for theirsafety performance.
JSW Steel has developed a robust set of online safety training modules whichfamiliarise the employees with health and safety requirements. Using the reach andconvenience of digital tools the Company has launched a Safety App and portal which isbeing used extensively across all sites. All safety processes have been digitised likenear miss and incident reporting audit and inspection safety observation contractorsafety management and road safety.
10) Human Resources
JSW Steel takes immense pride in its organisational culture one which has endured theuncertainty of the last two years and utilised it as a competitive advantage to enablecontinuous progress.
Safety diversity inclusion and overall employee growth are the important values ofthe organisational culture. In the last year the Company focused on stringent adherenceto safety norms and Covid regulations across all its facilities. In FY 2021-22 JSW Steelstreamlined organisational structure and introduced an initiative to revisiting thegrades in line with the current employment market following which the grades wereredistributed and re-designated to bring parity between JSW Steel and market peers.
At JSW Steel all employees have a variable component in their salary structure. Thenature (in terms of payout frequency business parameters weightage of business result vsindividual contribution etc.) of the variable component may differ depending on businesscategory department & employee's grade. For some employees this component is calledPIB (production incentive bonus) for some it is Variable Pay & for few employees itis categorised as Sales Incentive.
Keeping in line with the focus to encourage diversity in the workforce JSW Steel aimsto enhance its gender diversity mix to 15% by FY 2024-25. In FY 2021-22 the Company hassuccessfully established two units exclusively operated and managed by women employees.One of the coated products unit established at JSW Steel Vasind Works and finishing unitat JSW Vijayanagar Works are end-to-end managed by women employees.
JSW Steel has been on a phenomenal growth journey and plans to grow manifold in thecoming decade.
With the strong belief in employee growth and well- being the Company launched theShri OP Jindal ESOP Plan 2021 and Shri OP Jindal Samruddhi Plan 2021. The initiative hasprovided Stock Options to all employees of JSW Steel right from the frontline workers tothe top management. This is one of the largest ESOP Schemes launched by an Indian companyand will contribute significantly to building long-term wealth for employees.
JSW Steel continued to focus on building nurturing and retaining a talented workforceduring the year. The Company believes in developing the skills of workforce by providingeducational and on-the-job training in addition to safety and organisational policies'training.
Aligning with the JSW Steel's business strategy on Digitalisation to improveproductivity and process efficiency the HR function embarked on an exhaustive HRTransformation journey. The aim is to transition seamlessly to a new age and data-drivenHR organisation powered by digital tools and processes. HR processes were updated throughcloud based SaaS HR platform Darwinbox which ties in a mobile first employee experienceand increases technology penetration across the organisation. The platform provides awell-rounded employee experience that consolidates employee data approvals and hire toretire transactions at one place.
Recognised as worldsteel Sustainability Champion for four years in a row forimplementing significant sustainable measures.
JSW Steel received the Steelie Award in Excellence in Life Cycle Assessmentcategory for the project 'Using LCA to evaluate the environmental performance of newproduct development and promotion' .
Certified as Great Place to Work and recognised as an employee-firstorganization continually evolving with innovative work culture practices.
Recognised as Best Brand in 2021 by The Economic Times for commandingpopularity recall success and mind awareness and the benefit of instant association.
Won Gold for Occupational Health & Safety Award'21 with 4.5 star for overallOccupational Health & Safety Management system.
Became a member of worldsteel Sustainability Charter.
JSW Steel joined the World Business Council for Sustainable Development.
Maintained its Leadership level 'A-' in CDP Climate Change Ranking 2021 forimplementing a number of best practices under climate change.
Won IIM National Sustainability Award for best quality registering highestproduct development profit making human resources management and environmentalperformances during the year.
Received IIM - TSL New Millennium Iron Award for outstanding and originalcontribution in the area of blast furnace based iron making.
Received Ispat Suraksha Puraskar - 2021 for no Fatal incidents during CalendarYear 2019 & 2020 at Steel Melting Shops and continuous cast plants.
Received the National Energy Efficiency Innovation Award 2021 for the projectPlastic Injection in Electric Arc Furnace.
Bestowed with the coveted CII-EXIM Bank Award for Business Excellence 2021.
Declared the winner of Golden Peacock Business Excellence Award for the year2021 for business excellence & innovation.
Bestowed with the Commendation for Significant Achievement in EnvironmentManagement in the Steel plant category at the 16th CII-ITC SustainabilityAwards 2021.
Received the 21st Annual Greentech Environment Award 2021 foroutstanding achievements in environment protection.
Honoured with Golden Bird Platinum Award 2020 towards Excellence in EnvironmentProtection.
Received Gold Occupational Health & Safety Award 2021 from OHSSAIFoundation.
Received Effective Safety Culture Award 2021 from Greentech Foundation foroutstanding and exemplary initiatives and practices in the areas of developing effectivesafety culture
Honoured with Platinum Award at the Third Occupational Health and Safety Awardby Indian Chamber of Commerce as a recognition of the organisation's best practices in thesphere of health & safety.
Won two Gold Awards from Grow Care India one for Occupational Health &Safety and the other for Fire Safety.
Received Gold Award from Apex India Foundation under Apex India OccupationalHealth & Safety Award-2021.
9 teams won par Excellence awards and 1 team won Excellence award in the 46thInternational Convention on Quality Control Circles (ICQCC)
13 teams won Par Excellence awards in the 35th National Convention onQuality Concepts (NCQC).
Won 1st Runner Up Award in IMC Ramkrishna Bajaj National Quality -MQHBest Practice as a recognition of the unit's achievements in the field of quality.
Won the Par Excellence Award in 7th National Conclave on 5S conductedby Quality Circle Forum of India (QCFI).
24 teams won Gold award and 2 teams won Silver award in the Chapter Conventionon Quality Concepts (CCQC) under the theme "Involving People through Quality conceptsto Make India Global Leader".
Two teams won 1st category award Rhodium and one team won secondcategory award Platinum at 4th Poka -Yoke competition conducted by ABK- AOTSDOSOKAI for implementing innovative Quality Control techniques.
Steel Melt Shop won Gold award for Kaizen and Bar Rod Mill won the Silver awardfor Kaizen in QCFI 5th Kaizen competition for implementing continuousimprovement in the manufacturing process.
Received 5-star rating from British Safety Council for Excellence in Safety forsuccessfully benchmarking the safety management standards of the Salem Plant with BritishSafety Council 5-star audit criteria.
Bagged Award of honour for implementing best practices in the field of HealthSafety and Environment from the National Safety Council.
Received Green Tech Safety Award 2021 for the outstanding achievement inOH&S practices and implementation.
Won Platinum Award from Grow Care India Business Conclave Safety Awards 2021 forbest safety systems and procedures.
Bagged the IIM sustainability Award 2020-21 under Secondary Steel / Alloy steelcategory
Won Platinum Award from Grow care India for Environmental Excellence and Gold inSustainability initiatives.
Won Environmental Excellence Award in 15th Indian Chamber of Commercefor displaying an excellent commitment towards environment management.
1) Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit in the profitand loss account. Accordingly the Company has not transferred any amount to the'Reserves' for the year ended March 31 2022.
Management Discussion and Analysis covering prospects is provided as a separatesection in the Annual Report.
3) Management Discussion and Analysis
Management Discussion and Analysis is provided as a separate section in the AnnualReport
4) Integrated Report
The Securities and Exchange Board of India (SEBI) in its circular dated February 62017 had advised the top 500 listed companies (by market capitalisation) to voluntarilyadopt Integrated Reporting (IR) from FY 2017-18.
The Company published its first Integrated Report the same year in line with theInternational Integrated Reporting Framework laid down by the International IntegratedReporting Council (IIRC). The framework pivots the Company's reporting approach around theparadigm of value creation and its various drivers.
It also reflects the Company's belief in sustainable value creation while integrating abalanced utilisation of natural resources and social development in its businessdecisions. An Integrated Report intends to give a holistic picture of an organisation'sperformance and prospects to the providers of financial capital and other stakeholders. Itis thus widely regarded as the future of corporate reporting.
The previous Integrated Reports of the Company have been well-received by variousstakeholders and have been recognised internationally for its disclosures. Over the pastfour years the reporting approach of the Company has further evolved. Together with theintegrated reporting framework its disclosures have been mapped with other leadingframeworks and guidelines.
Global Reporting Initiative (GRI) Standards
United Nations Sustainable Development Goals (UN SDGs)
Carbon Disclosure Project (CDP)
Principles under United Nations Global Compact (UNGC)
National Guidelines on Responsible Business Conduct (NGRBC)
The necessary disclosures under these guidelines together with the articulation ofCompany's approach to long-term value creation has improved the Company's corporatereporting practices.
5) Corporate Governance Report
JSW Steel has complied with the requirements of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 regardingcorporate governance. A report on the Company's Corporate Governance practices and theAuditors' Certificate on compliance of mandatory requirements thereof are given as anannexure to this Report and the same is also available on the website of the Company athttps://www.jswsteel.in/investors/ jsw-steel-governance.
6) Business Responsibility/Sustainability Report
The Company is committed to pursuing its business objectives ethically transparentlyand with accountability to all its stakeholders. It believes in demonstrating responsiblebehaviour while adding value to the society and the community as well as ensuringenvironmental well-being from a long-term perspective.
The Business Responsibility Report (BRR) of the Company was being presented to thestakeholders as per the requirements of Regulation 34 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 describingthe environmental social and governance initiatives taken by the Company. In its circulardated February 6 2017 SEBI has further advised the top 500 listed companies (by marketcapitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.Subsequently SEBI vide its Notification dated December 26 2019 and consequent amendmentscarried out to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 has made the Business Responsibility andSustainability Report (BRSR) applicable to the top 1000 listed entities (by marketcapitalisation) for reporting on a voluntary basis for FY 2021-22 and on a mandatory basisfrom FY 2022-23. The Company will be presenting the BRSR to the stakeholders of theCompany as part of this Annual Report.
As stated earlier in the Report the current financial year marks the fifth year of theCompany's transition towards Integrated Reporting focusing on the 'capitals approach' ofvalue creation.
The fifth Integrated Report includes the Company's performance as per the IR frameworkfor the period April 1 2021 to March 31 2022. The Company has also provided therequisite mapping of principles of the National Guidelines on Responsible Business Conductto fulfil the requirements of the BRSR as per SEBI's directive. The Report which forms apart of the Annual Report can along with all the related policies be also viewed on theCompany's website https://www. jswsteel.in/investors/steel.
7) Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Jayant Acharya (DIN 00106543)retires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re- appointment.
Ms. Fiona Jane Mary Paulus (DIN 09618098) who was appointed as an Additional Directorof the Company in the category of Independent Director by the Board of Directors witheffect from May 27 2022 in terms of Section 161 of the Companies Act 2013 and Article123 of the Company's Articles of Association holds office until the date of this AnnualGeneral Meeting. The Company has received a notice under Section 160 of the Companies Act2013 from a member proposing her candidature for the office of Director in the categoryof Independent Director for a term up to 26th May 2027. A brief profile of Ms.Fiona Jane Mary Paulus is given in the notice convening the 28th Annual GeneralMeeting for the perusal of the shareholders.
Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on 27th May 2022 has subject to the approval ofthe members at the forthcoming 28th Annual General Meeting of the Companyscheduled on 20 July 2022 approved the re- appointment of Mr. Sajjan Jindal. (DIN00017762) as the Managing Director of the Company for a period of five years with effectfrom 07.07.2022.
The proposals regarding the re-appointment of the aforesaid Directors are placed forapproval by the Shareholders.
Dr. Vinod Nowal Dy. Managing Director (DIN No. 00046144) after close to four decadeswith the Group superannuated at the age of 66 years from the services of the Company witheffect from the close of business hours of 29th April 2022 upon completion ofhis tenure on the same day as a Whole-time Director designated as Dy. Managing Director.Consequently he has also stepped down from the Board as a Director.
Following the superannuation of Dr. Vinod Nowal Mr. Jayant Acharya who was appointedas a Whole time Director of the Company designated as Director (Commercial &Marketing) of the Company for a period of five years i.e. from 07th May2019 to 06th May 2024 has been re-designated as Deputy Managing Director w.e.fMay 27 2022 on account of change in his role and responsibilities based on therecommendations of the Nomination and Remuneration Committee.
Mr. Seturaman Mahalingam has been appointed as the Lead Independent Director in placeof Late Mr. Malay Mukherjee w.e.f May 27 2022.
Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC)had nominated Mr. K P Mohanraj IAS (DIN 06965604) as its nominee on the Company's Boardwith effect from 21st October 2021 in place of Dr. V Ram Prasath Manohar IAS(DIN 08079851) whose nomination was withdrawn w.e.f. 16th October 2021. KSIIDCsubsequently withdrew the nomination of Mr. K P Mohanraj and nominated in his place Dr. M.R. Ravi IAS (DIN 08254276) as its nominee on the Company's Board with effect from 21stJanuary 2022.
The Directors place on record their deep appreciation of the valuable services renderedby Dr. Vinod Nowal Dr. V Ram Prasath Manohar IAS and Mr. K P Mohanraj IAS during theirtenure on the Board of the Company.
DEMISE OF DIRECTOR:
With profound sadness and grief the Directors report the sad demise of Mr. MalayMukherjee Independent Director aged 74 years on Saturday January 29 2022. Mr.Mukherjee who was appointed on the Board of the Company on 29th July 2015 as anIndependent Director and later as the Lead Independent Director had over 40 years ofexperience in a range of technical commercial and managerial roles in the mining andsteel industry. The Company immensely benefitted from his vision and leadership during histenure both as a Member of the Board of Directors and as a Member of Various BoardCommittees especially as Chairman of the Project Review Committee. His mentorship tosenior colleagues in the organisation is irreplaceable and remains a source of inspirationfor ever. Mr. Mukherjee's passing away will be an irreparable loss to the Company and theentire steel fraternity. The Board conveys its deep sympathy sorrow and condolences tohis family and places on record. Its deep appreciation of the valuable services renderedby Mr. Malay Mukherjee during his tenure on the Board of the Company.
In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 all Independent Directors of the Company have enrolled themselves on the IndependentDirectors' Databank as on the date of this Report and will undergo the online proficiencyself- assessment test within the specified timeline unless exempted under the aforesaidRules.
There were no changes in the Key Managerial Personnel of the Company during the yearunder review.
8) Particulars of Employees
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2021-22 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2021-22 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. No. Name of Director/ KMP and Designation ||Remuneration of Director/ KMP for financial year 2021-22 (' in crores) ||% Increase/ (Decrease) in Remuneration in the Financial Year 2021-22 ||Ratio of remuneration of each Director/ to median remuneration of employees ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1. Sajjan Jindal Chairman a Managing Director ||134.80 ||0% ||1859:1 ||Profit before tax (before exceptional items) increased by 102% in financial year 2021-22 |
|2. Seshagiri Rao MVS Joint Managing Director a Group CFO ||6.28 ||0% ||87:1 || |
|3. Dr. Vinod Nowal Dy. Managing Director ||4.87 ||0% ||67:1 || |
|4. Jayant Acharya Director ( Commercial & Marketing ) ||4.53 ||8.5% ||62:1 || |
|5. Rajeev Pai Chief Financial Officer ||2.40 ||7% ||N.A. || |
|6. Lancy Varghese Company Secretary ||0.91 ||16.4% ||N.A. || |
(ii) The median remuneration of employees of the Company during the financial year was'7.25 lakhs.
(iii) In the Financial year there was an increase of 4.26% in the median remunerationof employees;
(iv) There were 13483 permanent employees on the rolls of Company as on March 312022;
(v) Relation between average increased in remuneration and company performance: - TheProfit before Tax (before exceptional items) for the financial year ended March 31 2022increased by 102% whereas the increase in median remuneration was 4.26%. The averageincrease in median remuneration was in line with the market trends.
(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:
The total remuneration of Key Managerial Personnel increased by 72.31% from '89.25crores to '153.79 crores which includes the profit linked commission to Chairman &Managing Director of '121.70 crores (Previous Year '60.42 crores)
Key Managerial Personnel remuneration excluding the profit linked commission toChairman & Managing Director increased by 11.30%(From '28.83 crores in FY 2020-21 to'32.09 crores in FY 2021-22) increase of 11.30% is mainly on account of yearly salaryincrement restoration of previous year salary moderation and one-time Chairman Bonusduring the year. Profit before Tax before exceptional items increased by 102% to '25437crores in FY 2021-22 ('12582 crores in FY 2020-21).
Remuneration of the Key Managerial Personnel as % of Profit before tax (beforeexceptional items) is 0.60 %. a) Market capitalisation of the Company & Price Earningsratio:
|Date ||Market Price ' ||Face value of Share ' ||EPS in ' ||P/E Ratio ||Market Capitalisation ' ||% Change |
|March 312021 ||468.45 ||1 ||34.92 ||13.41 ||112698 || |
|March 312022 ||732.65 ||1 ||69.48 ||10.54 ||175873 ||56.06% |
The Company has made initial public offer in the year 1995 for '10/- per share at par.Subsequent to sub-division of equity shares on 06/01/2017 the face value of share of theCompany was reduced from '10/- to '1/- .The market price of the Company share as on March31 2022 is '732.65.
(vii) Average percentage increase made in the salaries of employees other than themanagerial personnel in FY 2021-22 was 8.29%.
(viii) The key parameter for the variable component of remuneration in case of theChairman and Managing Director is linked with Company performance. In case of other keymanagerial personnel(s) the same is linked with Company performance and Individualperformance.
(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year - Not Applicable.
(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given in Annexure E to this Report. Further the report and the accountsare being sent to the Members excluding the aforesaid annexure. In terms of Section 136 ofthe Act the said annexure is open for inspection and any Member interested in obtaining acopy of the same may write to the Company Secretary.
9) Policy on Directors' Appointment and Remuneration
Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board.
The current policy is to have a balanced mix of executive and non-executive IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As at March 31 2022 the Board of Directors comprised of 11Directors of which seven are non-executive including two women directors and two NomineeDirectors. The number of Independent Directors is five.
The policy of the Company on Directors' appointment including criteria for determiningqualifications positive attributes independence of a Director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is governed bythe Nomination Policy. The remuneration paid to the directors is in accordance with theremuneration policy of the Company.
More details on the Company's policy on director's appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms a part of this report.
10) Declaration of Independent Directors
The Company has received necessary declaration from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
11) Board Evaluation
The Board carried out an annual performance evaluation of its own performance theperformance of the Independent Directors individually as well as the evaluation of theworking of the Committees of the Board. 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. Details of the same are given in the Report on Corporate Governance annexedhereto.
12) Auditors and Auditor's Report
(A) STATUTORY AUDITOR'S AND AUDIT REPORT
At the Company's 23rd AGM held on June 29 2017 M/s. S R B C & CO. LLP(324982E / E300003) Chartered Accountants were appointed as the Statutory Auditors ofthe Company for a term of 5 years to hold office from the conclusion of the 23rd AnnualGeneral Meeting until the conclusion of the 28th Annual General Meeting of theCompany.
The Board of Directors at its meeting held on 27th May 2022 has recommendedthe appointment of M/s. S R B C & CO. LLP Chartered Accountants as the StatutoryAuditors of the Company for a second term of 5 years to hold office from the conclusion ofthe ensuing 28th AGM until the conclusion of the 33rd AGM of theCompany to be held in the calendar year 2027.
M/s. S R B C & CO. LLP have expressed their willingness to be re-appointed asStatutory Auditors of the Company. They have further confirmed that their appointment ifmade would be within the limits prescribed under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified for appointment. Accordingly the proposal fortheir re-appointment as the Statutory Auditors of the Company from the conclusion of theensuing 28th AGM until the conclusion of the 33rd AGM of the Companyto be held in the calendar year 2027 in terms of Section 139(1) of the Companies Act2013 is placed for Shareholders approval.
The Notes on financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report for theyear under review does not contain any qualification reservation adverse remark ordisclaimer.
The Statutory Auditors have not reported any instance of fraud committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.
(B) COST RECORDS & COST AUDITOR
Pursuant to Section 148(1) of the Companies Act 2013 the Company is required tomaintain cost records as specified by the Central Government and accordingly such accountsand records are made and maintained.
Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Company is also required to get its costaccounting records audited by a Cost Auditor. Accordingly the Board at its meeting heldon 27th May 2022 has on the recommendation of the Audit Committeere-appointed M/s. Shome & Banerjee Cost Accountants to conduct the audit of the costaccounting records of the Company for FY 2022- 23 on a remuneration of '1850000 plustaxes as applicable and reimbursement of actual travel and out-of-pocket expenses. Theremuneration is subject to the ratification of the Members in terms of Section 148 readwith Rule 14 of the Companies (Audit and Auditors) Rules 2014 and is accordingly placedbefore the Shareholders for ratification. The due date for filing the Cost Audit Report ofthe Company for the financial year ended March 31 2021 was September 30 2021 and theCost Audit Report was filed in XBRL mode on August 17 2021.
(C) SECRETARIAL AUDITOR & SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. S. Srinivasan & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the FY 2021 - 22. The Report of theSecretarial Audit is annexed herewith as Annexure B. The report does not contain anyobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
The Board at its meeting held on 27th May 2022 has re-appointed M/s. S.Srinivasan & Co. as Secretarial Auditor for conducting Secretarial Audit of theCompany for FY 2022-23.
Secretarial Audit of Material Unlisted Indian Subsidiary
a) JSW Steel Coated Products Limited
M/s. Vanita Sawant & Associates Practicing Company Secretaries had undertakensecretarial audit of the Company's material subsidiary i.e. JSW Steel Coated ProductsLimited for the FY 2021 - 22. The Audit Report confirms that the material subsidiary hascomplied with the provisions of the Act Rules Regulations and Guidelines and that therewere no deviations or non-compliances. As per the provisions of Regulation 24A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report of the Secretarial Audit is annexed herewith as Annexure B1.
Annual Secretarial Compliance Report
During the period under review the Company has complied with the applicableSecretarial Standards notified by the Institute of Company Secretaries of India. TheCompany has also undertaken an audit for the FY 2021 - 22 pursuant to SEBI Circular No.CIR/CFD/ CMO/I/27/2019 dated February 08 2019 for all applicable compliances as per theSecurities and Exchange Board of India Regulations and Circular/ Guidelines issuedthereunder. The Report (Annual Secretarial Compliance Report) has been submitted to theStock Exchanges on May 13 2022 which is within 60 days of the end of the financial yearended March 31 2022.
13) Risk Management
The Company follows the globally recognised 'COSO' framework of Enterprise RiskManagement (ERM). ERM brings together the understanding of the potential upside anddownside of all those factors which can affect the organisation with an objective to addmaximum sustainable value to all the activities of the organisation and to variousstakeholders.
The Company recognises that the emerging and identified risks need to be managed andmitigated to -
Protect its shareholders and other stakeholders' interest
Achieve its business objective
Enable sustainable growth
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013 the Company has a Risk Management Framework in place. It has constituted asub-committee of Directors to oversee the ERM framework to ensure resilience such that -
Intended risks are taken prudently so as to plan for the best and be preparedfor the worst
Execution of decided strategies and plan with focus on action
Unintended risks like performance incident process and transaction risks areavoided mitigated transferred (like in insurance) or shared (like throughsub-contracting). The probability or impact thereof is reduced through tactical andexecutive management policies processes inbuilt systems controls MIS internal auditreviews etc.
14) Internal Controls Audit And Internal Financial Controls
The Company has a robust system of internal control commensurate with the size andnature of its business and complexity of its operations.
Internal control: The system of internal control includes following significantfeatures.
Preparation of annual budgets and its regular monitoring.
Control over transaction processing and ensuring integrity of accounting systemby deployment of integrated ERP system.
Well documented authorisation matrix policies procedures and guidelinescovering all important operations of the company.
Deployment of compliance tool to ensure compliance with laws regulations andstandards.
Ensuring reliability of financial information by testing of internal financialcontrols over reporting by internal auditors and statutory auditors.
Adequate insurance of company's assets / resources to protect against any loss.
A comprehensive Information Security Policy and continuous updation of ITsystems.
Over sight by Board appointed Audit Committee which comprises of IndependentDirectors who are experts in their field.
The Audit Committee regularly reviews audit plans significant audit findings adequacyof internal controls and monitors implementation of audit recommendations.
The Company has a strong and independent internal audit function that inculcates globalbest standards and practices of international majors into the Indian operations. InternalAudit Department consists of professionally qualified accountants and engineers. The ChiefInternal Auditor reports directly to the Chairman of Audit Committee. The Department hassuccessfully integrated the COSO framework in its audit process to enhance the quality ofits financial reporting compatible with business ethics effective controls andgovernance.
The Company extensively practices delegation of authority across its team whichcreates effective checks and balances within the system to arrest all possible gaps. Theinternal audit team has access to all information in the organisation - this is largelyfacilitated by ERP implementation across the organisation.
Audit plan and execution
At start of the year Internal Audit Department prepares an Annual Audit Plan afterconsidering Business and Process Risks. The frequency of the audit is decided by riskratings of areas/functions. The audit plan is carried out by the internal team andreviewed periodically to include areas that have assumed significant importance in linewith the emerging industry trend and the aggressive growth of the Company. In additionthe company uses services of external expert firms including reputed accounting firms toconduct audit of few critical areas.
Internal financial controls
As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented a robust system and frameworkof internal financial controls.
The Company had already developed and implemented a framework for ensuring internalcontrols over financial reporting. This framework includes entity-level policiesprocesses controls IT General Controls and Standard Operating Procedures (SOP) for eachof the processes.
The entity-level policies include antifraud policies (such as code of conduct conflictof interest confidentiality and whistle blower policy) and other polices (such asorganisation structure insider trading policy HR policy IT security policy treasurypolicy and business continuity and disaster recovery plan). The Company has also preparedrisk control matrix for each of its processes such as procure to pay order to cash hireto retire treasury fixed assets inventory manufacturing operations etc.
These internal controls are reviewed by Internal and Statutory Auditors every year. TheCompany has carried out evaluation of design and effectiveness of these controls and notedno significant material weaknesses or deficiencies which can impact financial reports.
15) Fixed Deposits
The Company has not accepted any fixed deposits from the public. Therefore it is notrequired to furnish information in respect of outstanding deposits under Non-bankingNon-financial Companies (Reserve Bank) Directions 1966 and Companies (Accounts) Rules2014.
16) Share Capital
The Company's Authorised Share capital during the financial year ended March 31 2022remained at '90150000000 (Rupees Nine Thousand Fifteen crores only) consisting of60150000000 (Six Thousand Fifteen crores) shares of ' 1/- (Rupee One only) each and3000000000 (Three Hundred crores) preference shares of '10/- (Rupees Ten only) each.
The Company's paid-up equity share capital remained at '2417220440 comprising of2417220440 equity shares of '1 each whereas the paid-up preference share capital of theCompany as at the financial year ended March 31 2022 is Nil.
17) Foreign Currency Bonds
As on March 31 2022 the outstanding Notes issued by the Company aggregate to US$ 2.40billion and outstanding Notes issued by the Company's subsidiary aggregate to US$ 790million. All the outstanding Notes issued in the international market are listed on theSingapore Exchange Securities Trading Limited (the "SGX-ST").
18) Issuance of Non-Convertible Debentures
During the year under review the Company issued and allotted 8.76% Rated ListedSecured Redeemable Non-Convertible Debentures (NCDs) of '10 lacs each of the Companyaggregating to '1000 Crores (Rupees One Thousand crores) to Investors on privateplacement basis.
As on March 31 2022 the outstanding NCDs issued by the Company aggregate to '9670Crore and outstanding NCD's issued by the Company's subsidiary aggregate to '2500 crores.All the outstanding NCDs are listed on BSE Limited.
19) Credit Rating
In September 2021 Moody's Investors Service has revised the outlook on the Company'sand Periama Holdings LLC 's ratings to positive from stable. Moody's has also affirmed Ba2Corporate Family Rating (CFR) and its Ba2 senior unsecured notes rating. At the same timeMoody's has also affirmed the Ba2 guaranteed backed senior unsecured rating on PeriamaHoldings LLC and the Ba2 rating on the $40 million guaranteed revenue bonds issued byJefferson County Port Authority.
In May 2022 Fitch Ratings has upgraded the Company's Issuer Default Rating (IDR) to'BB' from 'BB-'. The Outlook is Stable. The agency has also upgraded the rating on theoutstanding bonds of the Company and its subsidiary Periama Holdings LLC to 'BB' from'BB-'.
In July 2021 CARE Ratings Ltd. has upgraded the Company's Issuer Rating and rating forLong Term Bank Facilities and Non-Convertible Debentures to "CARE AA"; StableOutlook from "CARE AA-"; Stable Outlook and has reaffirmed the ratings for theShort Term Bank facilities and Commercial Paper at "CARE A1+".
In August 2021 ICRA Limited Ltd. has upgraded the Company's rating for Long Term BankFacilities and Non-Convertible Debentures to "[ICRA] AA"; Stable Outlook from"[ICRA] AA- "; Positive Outlook and has reaffirmed the ratings for the ShortTerm Bank facilities and Commercial Paper at "[ICRA] A1+".
In March 2022 India Ratings and Research has affirmed the Company's Long-Term IssuerRating at 'IND AA' with Stable Outlook.
20) Employee Stock Ownership Plan
The Board of Directors of the Company at its meetings held on January 29 2016 and May21 2021 formulated the JSWSL Employees Stock Ownership Plan - 2016 ("ESOP 2016Plan") and the Shri. OP Jindal Employees Stock Ownership Plan (JSWSL) - 2021("OPJ ESOP Plan") respectively to be implemented through the JSW SteelEmployees Welfare Trust (Trust) with an objective of enabling the Company to attract andretain talented human resources by offering them the opportunity to acquire a continuingequity interest in the Company which will reflect their efforts in building the growthand the profitability of the Company. These ESOP Plans involve acquisition of shares fromthe secondary market.
ESOP 2016 Plan
A total of 28687000 (Two crores Eighty-Six Lakhs Eighty-Seven Thousand) options wereavailable for grant to the eligible employees of the Company and its Director(s)excluding Independent Directors and promoter Directors and a total of 3163000(Thirty-One Lakh Sixty Three Thousand) options were available for grant to the eligibleemployees of the Indian Subsidiaries of the Company and their Director(s) excludingIndependent Directors under the ESOP 2016 Plan.
Accordingly 15944271 options have been granted over a period of three years underthis plan by the JSWSL ESOP Committee to the eligible employees of the Company and itsIndian subsidiaries including the Whole-time Directors of the Company.
OPJ ESOP Plan
A total of 4700000 (Forty Seven lakhs only) options were available for grant to theeligible employees of the Company and its Director(s) excluding Independent Directors andpromoter Directors and a total of 300000 (Three lakhs only) options were available forgrant to the eligible employees of the Indian Subsidiaries of the Company and theirDirector(s) excluding Independent Directors under the OPJ ESOP Plan.
Accordingly 1335285 options have been granted during FY 2021-22 under this plan bythe JSWSL ESOP Committee to the eligible employees of the Company and its IndianSubsidiaries including the Whole-time Directors of the Company.
The details of the ESOPs granted to Whole-time Directors of the Company is as given inthe table below. The grant of ESOPs to the Whole-time Directors of the Company has beenapproved by the Nomination and Remuneration Committee and the Board.
| || ||No. of Options Granted to Whole-time Directors of the Company |
|JSWSL ESOP Committee Meeting ||Total No. of options granted ||Mr. Seshagiri Rao M.V.S ||Dr. Vinod Nowal ||Mr. Jayant Acharya |
| || ||ESOP 2016 Plan ||OPJ ESOP Plan ||ESOP 2016 Plan ||OPJ ESOP Plan ||ESOP 2016 Plan ||OPJ ESOP Plan |
|May17 2016 (1st Grant) ||7436850 ||192680 ||- ||179830 ||- ||179830 ||- |
|May 16 2017 (2nd Grant) ||5118977 ||127968 ||- ||127968 ||- ||119436 ||- |
|May 15 2018 (3rd Grant) ||3388444 ||87841 ||- ||87841 ||- ||81985 ||- |
|Total ||15944271 * ||408489 ||- ||395639 ||- ||381251 ||- |
|August 7 2021 (1st Grant) ||1303401 || ||11667 ||- ||11667 ||- ||11667 |
|January 31 2022 (1st Supplementary grant) ||8900 ||- ||- ||- ||- ||- ||- |
|March 31 2022 (2nd Supplementary grant) ||22984 ||- ||- ||- ||- ||- ||- |
|Total ||1335285** ||- ||11667 ||- ||11667 ||- ||11667 |
* ESOP 2016 Plan ** OPJ ESOP Plan.
The applicable disclosures relating to ESOP plan of 2021 as stipulated under the ESOPRegulations pertaining to the year ended 31 March 2022 is posted on the Company'swebsite at http://www.jsw.in/investors/ investor-relations-steel and forms a part of thisReport.
Voting rights on the shares if any as may be issued to employees under the aforesaidESOP Plans are to be exercised by them directly or through their appointed proxy hencethe disclosure stipulated under Section 67(3) of the Companies Act 2013 is notapplicable.
There is no material change in the aforesaid ESOP Plans and the same are in compliancewith the ESOP Regulations.
The Certificate from the Statutory Auditors of the Company certifying that theCompany's Stock Option Plans are being implemented in accordance with the ESOP Regulationsand the resolution passed by the Members would be available for inspection during themeeting in electronic mode and the same may be accessed upon login tohttps://evoting.kfintech.com.
21) JSWSL Employees Samruddhi Plan 2019
The JSWSL Employees Samruddhi Plan 2019 ("Plan") was approved by a specialresolution passed by the shareholders of the Company by way of a postal ballot on May 172019. The Plan which was effective from April 1 2019 was a one-time scheme applicableonly for permanent employees of the Company working in India (excluding an employee whois a promoter or a person belonging to the promoter group a probationer and a trainee) inthe grade L01 to L15 ("Eligible Employee") who were not covered under theearlier JSWSL Employees Stock Ownership Plan - 2016.
The Indian subsidiary companies had a similar scheme to cover their employees. TheCompany in terms of the applicable provisions of the Companies Act 2013("Act") the rules framed thereunder and all other applicable rules andregulations including those issued by the SEBI to the extent applicable had implementedthe Plan wherein the Eligible Employee was eligible to acquire equity shares of facevalue '1 each directly from the open market by availing a loan provided by a bank /non-banking financial institution ("Lending Agency") and a broker identified bythe Company to facilitate acquisition of equity shares by the Eligible Employees under thePlan. The interest on the loan was serviced by the Company and the Eligible Employee inthe ratio of 3:1 (the Company serviced 75% of the total interest liability owed to theLending Agency and the balance 25% was serviced by the Eligible Employee).
The Plan was being administered through the existing JSW Steel Employee Welfare Trustin accordance with applicable laws. The number of equity shares that were the subjectmatter of the Plan in terms of the approval accorded by the Members by way of a postalballot on May 17 2019 was 12497000 representing 0.517% of the issued equity sharecapital of the Company.
As on March 31 2021 the outstanding number of shares under the Plan stood at6698000 shares subscribed by 5638 employees.
The period of two years expired in FY 2021-22 and the Plan stands closed as on31.03.2022. After expiry of the said period of two years and in terms of the Plan theEligible Employees who had participated in the Plan have either repaid the entire loanamount after which the equity shares have become free of the lien or the Lending Agencyhas recovered the principal amount by selling the equity shares and transferred thedifference if any between the principal amount and the sale value (i.e. market price ason the date of the sale x. no. of equity shares sold) to the Eligible Employee.
22) Shri. OP Jindal Samruddhi Plan - 2021
JSWSL Shri. O.P.JINDAL SAMRUDDHI PLAN 2021 ("JSWSL OPJ Samruddhi Plan 2021 /Plan") was approved by a special resolution passed by the shareholders of theCompany on July 21 2021. The Plan is a one-time scheme applicable only for permanentemployees of the Company and its Indian Subsidiaries working in India (excluding aprobationer and a trainee) in the grade L01 to L15 ("Eligible Employee") whoare not covered under the Shri. OP Jindal Employees Stock Ownership Plan (JSWSL) - 2021.
Grant of stock options under the Plan shall be as per the terms and conditions as maybe decided by the ESOP Committee from time to time in accordance with the provisions ofCompanies Act 2013 the rules made thereunder and the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("ESOP Regulations").The Plan implemented through the JSW Steel Employees Welfare Trust ("ESOP Trust")involves acquisition of equity shares of the Company from the secondary market for thispurpose.
A total of 6700000 options would be available for grant to the eligible employees ofthe Company and a total of 1300000 options would be available for grant to the eligibleemployees of the Indian Subsidiaries of the Company under the Plan.
Accordingly 7909150 options have been granted during FY 2021-22 under this plan bythe JSWSL ESOP Committee to the eligible employees of the Company and its IndianSubsidiaries.
23) Directors' Responsibility Statement
Pursuant to the requirements under Section 134 sub-section 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) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to 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 Company's state of affairs as on March 31 2022 and of the Company's profit or lossfor the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual financial statements have been prepared on a Going Concern Basis.
e) Internal financial controls were laid down to be followed and that such internalfinancial controls were adequate and operating effectively.
f) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
24) Related Party Transactions
All Related Party Transactions (RPT) that were entered into during the financial yearwere at arm's length basis and predominantly in the ordinary course of business. Specificapprovals as required under the Companies Act 2013 has been obtained for transactions thatare not in the ordinary course of business.
The policy on dealing with RPT as approved by the Board is uploaded on the Company'swebsite (https://www. jsw.in/investors/investor-relations-steel).
SEBI carried out amendments to the SEBI (LODR) Regulations 2015 (SEBI ListingRegulations) vide the SEBI (Listing Obligations and Disclosure Requirements) (SixthAmendment) Regulations 2021 wherein certain amendments into force from April 1 2022while remaining would come into force from April 1 2023.
Regulation 23(4) states that all RPTs with an aggregate value exceeding '1000 croresor 10% of annual consolidated turnover of the Company as per the last audited financialstatements of the Company whichever is lower shall be treated as Material Related PartyTransaction (MRPTs) and shall require approval of shareholders by means of an ordinaryresolution. The provisions of Regulations 23(4) requiring approval of the shareholders arenot applicable for the RPTs entered into between a holding company and its wholly ownedsubsidiary and RPT transactions entered into between two wholly-owned subsidiaries of thelisted holding company whose accounts are consolidated with such holding company andplaced before the shareholders at the general meeting for approval
The said limits are applicable even if the transactions are in the ordinary course ofbusiness of the concerned company and at an arm's length basis. The amended Regulation2(1)(zc) of the SEBI Listing Regulations has also enhanced the definition of related partytransactions which now includes a transaction involving a transfer of resources servicesor obligations between a listed entity or any of its subsidiaries on one hand and arelated party of the listed entity or any of its subsidiaries on the other handregardless of whether a price is charged or not.
Accordingly RPTs of the Company and RPTs of the subsidiary entities exceeding thethreshold of '1000 crores shall require approval of the Shareholders of the Company witheffect from April 1 2022.
The Board of Directors in its meeting held on May 27 2022 approved a revised RelatedParty Transaction policy to incorporate the regulatory amendments to the SEBI ListingRegulations. The updated Policy can be accessed on the Company's website as mentionedabove.
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 RPTs keeping in mind the potential oractual conflicts of interest that may arise because of entering into these transactions.All RPTs are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for RPTs that are of repetitive nature and / or entered in theordinary course of business and are at arm's length. All RPT are subjected to independentreview by a reputed accounting firm to establish compliance with the requirements of RPTunder the Companies Act 2013 and Regulation 23 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015.
The disclosure of Material RPT is required to be made under Section 134(3)(h) read withSection 188(2) of the Companies Act 2013 in Form AOC 2. The details of the material RPTentered into during the year by the Company as per the policy on RPTs approved by theBoard is given in Annexure D to this Report.
Please refer to Note No 39 to the Standalone financial statements which sets outrelated party disclosures.
The Company is seeking Shareholders approval for Material Related Party transactions(MRPTs) to be entered by the Company as set out in the accompanying Notice to theshareholders for approval. The Audit Committee of the Company has approved these MRPTs andfurther noted that these MRPTs transactions are at an arms' length basis and in theordinary course of business of the Company. Accordingly basis the approval of the AuditCommittee the Board of Directors recommend the resolutions contained in the Notice forapproval of the shareholders.
(A) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Regulations 17 of theSecurities and Exchange Board of India (Listing Obligation and Disclosures Requirements)Regulation 2015.
(B) AUDIT COMMITTEE
Pursuant to the reconstitution of the Audit Committee by the Board in its meeting heldon 27.05.2022 the Audit Committee comprises of three Non-Executive Independent Directors.Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The Members possessadequate knowledge of Accounts Audit Finance etc. The composition of the AuditCommittee meets the requirements of Section 177 of the Companies Act 2013 and Regulation18 of the Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015. There are no recommendations of the Audit Committee thathave not been accepted by the Board.
(C) COPY OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Act read with Rule 11 of the Companies (Management and Administration) Rules 2014 areplaced on the website of the Company and is accessible at the web-link:http://www.jsw.in/investors/investor- relations-steel.
(D) whistle blower policy / vigil mechanism
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report.
(E) particulars of loans guarantees or INVESTMENTS UNDER SEC. 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
(F) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORtribunals IMPACTING THE GOING CONCERN status AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunalsthat could impact the going concern status of the Company and its future operations.
However Members' attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the Financial Statements.
(G) particulars regarding conservation of ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earnings and outgo is given in thestatement annexed (Annexure A) hereto and forms a part of this Report.
(H) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAD ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary and trainees) are coveredunder this policy. The Company has also complied with the provisions related toconstitution of Internal Complaints Committee (ICC) under the said Act to redresscomplaints received regarding sexual harassment. The Company received no complaintspertaining to sexual harassment during FY 2021-22.
(I) other disclosures / REPORTING
The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these items during the yearunder review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole- time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
The Directors take this opportunity to express their appreciation for the cooperationand assistance received from the Government of India Republic of Chile MauritiusMozambique Italy the US and the UK the State Governments of Karnataka MaharashtraTamil Nadu Odisha Gujarat West Bengal and Jharkhand and the financial institutionsbanks as well as the shareholders and debenture holders during the year under review. TheDirectors also wish to place on record their appreciation of the devoted and dedicatedservices rendered by all employees of the Company.