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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of JSW Energy Ltd.

Mar 31, 2025

Your Directors are pleased to present the 31^st Annual Report and the audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. Financial performance

The audited Standalone and Consolidated Financial Statements of the Company as on 31^st March, 2025, which form a part of this Integrated Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The summarised financial highlights are depicted below:

(''in crore)
Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Total Income	4,619.85	5,339.49	12,639.49	11,941.34
Profit before Interest, Depreciation, Tax and Exceptional Items	1,887.14	1,928.72	6,114.92	5,837.21
Finance Cost	365.06	477.87	2,269.13	2,053.40
Depreciation and Amortisation expenses	243.26	269.54	1,654.64	1,633.41
Share of Profit / (Loss) of an Associate / Joint venture	-	-	22.75	16.51
Exceptional items	-	-	-	-
Profit before Tax	1,278.82	1,181.31	2,213.90	2,166.91
Tax expense	(57.82)	(231.09)	(231.02)	(442.26)
Profit for the year attributable to: Owners of the Company	1,221.00	950.22	1,950.89	1,722.71
Profit for the year attributable to: Non-controlling interest	-	-	31.99	1.94
Other Comprehensive Income attributable to: Owners of the Company	1,283.68	880.49	1,338.46	775.34
Other Comprehensive Income attributable to: Non-controlling interest of the Company	-	-	(4.25)	6.18
Total Comprehensive Income attributable to: Owners of the Company	2,504.68	1,830.71	3,289.35	2,498.05
Total Comprehensive Income attributable to: Non-controlling interest of the Company	-	-	27.74	8.12

2. Result of operations and the state of affairs

Standalone

The total income of the Company for FY 2025 stood at '' 4,619.85 crore as against '' 5,339.49 crore for FY 2024, showing a decrease of 13%. EBITDA for FY 2025 stood at '' 1,887.14 crore as against '' 1,928.72 crore for FY 2024, recording a decrease of 2%. Profit after tax for FY 2025 stood at '' 1,221.00 crore as against '' 950.22 crore for FY 2024 registering an increase of 28%. Net worth increased to '' 22,235.87 crore at the end of FY 2025 from '' 15,112.05 crore at the end of FY 2024. The increase in net worth is primarily due to profit for the year and an equity raise of '' 5,000 crore through the QIP route in April, 2024.

Net debt gearing stood at 0.39 times as at the end of FY 2025 compared to 0.41 times as at the end of FY 2024.

Consolidated

The total income for FY 2025 stood at '' 12,639.49 crore as against '' 11,941.34 crore for FY 2024, showing an increase of 6%. EBITDA for FY 2025 stood at '' 6,114.92 crore as against '' 5,837.21 crore for FY 2024, showing an increase of 5%. Profit after tax for FY 2025 stood at '' 1,950.89 crore as against '' 1,722.71 crore for FY 2024 showing an increase of 13%.

Net worth increased to '' 27,361.43 crore in FY 2025 from '' 20,831.74 crore in FY 2024. The increase in net worth is primarily due to profit during the year and an equity raise of '' 5,000 crore through the QIP route in April, 2024.

Net debt gearing stood at 1.61 times as at end of FY 2025 compared to 1.28 times as at the end of FY 2024.

3. Effects of external events on the business of the Company

Strong RE Bidding Environment

During FY 2025, Indiaâs renewable energy sector demonstrated significant momentum, highlighted by a record-high bidding environment that reached 73 GW. This surge was driven by the Ministry of New and Renewable Energyâs (MNRE) annual bidding plan, which mandates a minimum of 50 GW of tendered capacity each year. The tenders increasingly focused on advanced technologies such as wind-solar hybrids and firm and dispatchable renewable energy ("FDRE") to enhance grid stability and power reliability. However, there were delays in signing of Power Purchase Agreements ("PPAs") due to this rapid bidding activity indicating a need for streamlined processes to match the pace of capacity additions.

Nation''s focus on Base Load Capacity

In FY 2025, India intensified its focus on enhancing base load capacity through thermal power plants to ensure a stable and reliable power supply. This strategic shift is driven by the need to balance the intermittent nature of renewable energy sources and meet the growing electricity demand. Uttar Pradesh, Maharashtra and West Bengal have concluded bids and tied-up PPAs for thermal plants. Karnataka, Rajasthan, Madhya Pradesh, Bihar and Kerala are likely to come up with thermal bids.

Impact of volatile foreign exchange rates

The depreciation and volatility of the INR against the USD posed significant challenges for Indiaâs renewable energy sector. This volatility was driven by global interest rate differentials (especially U.S. Fed policy), Geopolitical tensions and Foreign Portfolio Investment outflows. This impacts the cost of RE equipment like solar cells and battery that are imported. However, the impact has been absorbed due to the Companyâs robust hedging mechanism and tariff discipline while bidding.

4. Transfer to Reserves

The Board of Directors does not propose to transfer any amount (previous year Nil) to reserves from

surplus. An amount of '' 6,313.45 crore (previous year '' 5,441.99 crore) is proposed to be held as retained earnings.

5. Dividend

The Companyâs wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/ disbursement of profits to its shareholders while retaining sufficient profits in the business for its various business purposes. In accordance with Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy, which details certain parameters, including working capital and capital expenditure requirement of funds for acquisitions, reducing debt, contingencies, etc., considering which, the Board may recommend or declare dividend. The Dividend Distribution Policy, reviewed by the Board in 2024, is available on the Companyâs website at: www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies

Based on the principles and parameters enunciated in the above Policy, the Board of Directors has recommended a dividend of '' 2.00/- (20%) per share for FY 2025 [FY 2024 '' 2.00 (20%) per share], for the approval by the Members at the forthcoming 31^st Annual General Meeting (''AGMâ).

6. Subsidiaries, Associates, Joint Ventures, etc.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for FY 2025, in the prescribed format AOC-1, is attached as Annexure A to the Consolidated Financial Statements of the Company and forms a part of this Integrated Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the Financial Statements of each of its subsidiaries, are available on the website of the Company at the link: www.jsw.in/investors/ energy/jsw-energy-fy-2024-25-financials-financial-statement-subsidiaries

As on 31^st March, 2025, the Company had 129 subsidiaries (including 4 LLPs), 1 joint venture and 1 associate company.

Incorporations

During FY 2025, the following companies were incorporated as subsidiaries / step-down subsidiaries of the Company -

Sr. No.	Company
1	JSW Green Energy One Limited
2	JSW Green Energy Two Limited
3	JSW Green Energy Three Limited
4	JSW Green Energy Four Limited
5	JSW Green Energy Five Limited
6	JSW Green Energy Six Limited
7	JSW Green Energy Seven Limited
8	JSW Green Energy Eight Limited
9	JSW Green Energy Nine Limited
10	JSW Green Energy Ten Limited
11	JSW Green Energy Eleven Limited
12	JSW Green Energy Twelve Limited
13	JSW Renew Energy Twelve Limited
14	JSW Renew Energy Thirteen Limited
15	JSW Renew Energy Fourteen Limited
16	JSW Renew Energy Fifteen Limited
17	JSW Renew Energy Sixteen Limited
18	JSW Renew Energy Seventeen Limited
19	JSW Renew Energy Eighteen Limited
20	JSW Renew Energy Nineteen Limited
21	JSW Renew Energy Twenty Limited
22	JSW Renew Energy Twenty One Limited
23	JSW Renew Energy Twenty Two Limited
24	JSW Renew Energy Twenty Three Limited
25	JSW Renew Energy Twenty Four Limited
26	JSW Renew Energy Twenty Five Limited
27	JSW Renew Energy Twenty Six Limited
28	JSW Renew Energy Twenty Seven Limited
29	JSW Renew Energy Twenty Eight Limited
30	JSW Renew Energy Twenty Nine Limited
31	JSW Renew Energy Thirty Limited
32	JSW Renew Energy Thirty One Limited
33	JSW Renew Energy Thirty Two Limited
34	JSW Renew Energy Thirty Three Limited
35	JSW Renew Energy Thirty Four Limited
36	JSW Renew Energy Thirty Five Limited
37	JSW Renew Energy Thirty Six Limited
38	JSW Renew Energy Thirty Seven Limited
39	JSW Renew Energy Thirty Eight Limited
40	JSW Renew Energy Thirty Nine Limited
41	JSW Renew Energy Forty Limited
42	JSW Renew Energy Forty One Limited
43	JSW Renew Energy Forty Two Limited
44	JSW Renew Energy Forty Three Limited
45	JSW Renew Energy Forty Four Limited
46	JSW Renew Energy Forty Five Limited
47	JSW Renew Energy Forty Six Limited
48	JSW Renewable Energy Coated Two Limited
49	JSW Renewable Energy Cement Two Limited
50	JSW Renewable Technologies Two Limited
51	JSW Thermal Energy Limited
52	JSW Thermal Energy One Limited*
*Amalgamated with KSK Mahanadi Power Company Limited with effect from 6^th March, 2025 vide order of the Hon''ble NCLT, Hyderabad bench dated 13^th February 2025.

Acquisitions

a. Vashpet Renewable Energy Project

On 12^th April 2024, JSW Renewable Energy (Coated) Limited, a wholly owned subsidiary of JSW Neo Energy Limited and a step down subsidiary of the Company, acquired a 45 MW Wind based Renewable Energy project located at Jath, Sangli District, Maharashtra from Reliance Power Limited at a purchase consideration of Rs. 132 crores adjusted for the net working capital.

b. Hetero Special Purpose Vehicles

On 10^th January, 2025, JSW Neo Energy Limited, ("JSWNEL") a wholly owned subsidiary of the Company, acquired 100% equity shares Hetero Med Solutions Limited and Hetero Wind Power (Pennar) Private Limited and 74% equity shares of Hetero Wind Power Limited, collectively holding a portfolio of 125 MW of wind generation capacity, from Hetero Labs Limited and Hetero Drugs Limited at an enterprise value of approximately '' 630 crore, excluding net current assets and other adjustments. Consequently, the above SPVs have become step-down subsidiaries of the Company. Post acquisition, the name of Hetero Med Solutions Limited has changed to JSW Wind Power (Isapur) Limited (JSWWPIL), Hetero Wind Power (Pennar) Private Limited has changed to JSW Wind Power (Pennar) Private Limited (JSWWPPPL) and Hetero Wind Power Limited has changed to JSW Wind Power Limited (JSWWPL).

The 125 MW portfolio comprises of wind projects located in the states of Maharashtra and Andhra Pradesh having long term PPAs.

The portfolio has a blended tariff of '' 5.22/KWh and average remaining plant life of 15 years. This acquisition helped the Company in achieving its targeted growth of 10 GW by FY 2025.

c. KSK Mahanadi Power Company Limited

On 6^th March, 2025, the Company completed the acquisition of KSK Mahanadi Power Company Limited ("KMPCL"), under the Corporate Insolvency Resolution Process in terms of the Resolution Plan approved by the Hon''ble National Company Law Tribunal vide its order dated 13^th February, 2025, for a Resolution amount of '' 16,084 crore. Accordingly, the Company holds 74% of the equity capital of KMPCL and the secured financial creditors ("FC") collectively hold the balance 26%, as per the terms of the Resolution Plan, wherein

the FC have a put option and the Company has a call option for the 26% stake held by the FC, exercisable from the end of the first year from the date of acquisition of KMPCL till the end of 5 years.

KMPCL owns a 3,600 MW (6 X 600 MW) thermal power plant located at Chhattisgarh. Out of the total capacity, 1,800 MW is operational, with 95% tied-up under long and medium-term PPAs and optionality of brownfield expansion of the balance 1,800 MW. This is the largest acquisition of thermal power asset under to Insolvency and Bankruptcy Code in India.

The plant has secured long-term fuel supply agreements ensuring fuel availability for its operational capacity, with coal sourced from nearby mines located in the states of Chhattisgarh and Odisha. Additionally, the plant has a firm arrangement for water, rail and transmission infrastructure for the entire 3,600 MW capacity.

With the completion of this transaction and the organic capacity additions of wind during FY 2025, the Company has achieved 10,875 MW operational capacity surpassing the 10 GW by FY 2025 milestone target.

d. Limited Liability Partnerships

On 11^th March, 2025, JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, completed the acquisition of the following Limited Liability Partnerships with land and / or connectivity rights:

i. Arnav Sunsolar Urja Two LLP ("Arnav Sunsolar")

Arnav Sunsolar has applied for Grid connectivity for the proposed Solar Renewable Energy (RE) Project for NTPC -700 MW, to be located at Lamboti, Solapur, Maharashtra. The Grid connectivity, if granted, will be for the duration of the projectâs operational life. The acquisition cost is '' 18.70 crore, payable subject to grant of connectivity.

ii. Energevo Lights LLP ("Energevo Lights")

Energevo Lights has been granted grid connectivity for the 500 MW solar renewable energy project located at Umra, Nanded, Maharashtra, for the full duration of the projectâs operational life. The acquisition cost is '' 20.37 crore.

iii. Energevo Saurya MH Five LLP ("Energevo Saurya")

Energevo Saurya has been granted grid connectivity for the 150 MW solar renewable energy project, to be located at Ranmasle, Solapur District, Maharashtra, for the full duration of the projectâs operational life. The acquisition cost is '' 6.12 crore.

iv. Pyrite Buildtech LLP ("Pyrite Buildtech")

Pyrite Buildtech has applied for grid connectivity for the proposed 400 MW wind renewable energy project to be located at Alkud, Kavathemahankal, District Sangli, Maharashtra and if granted, will be for the duration of the projectâs operational life subject to commissioning. The acquisition cost will be '' 13.97 crore, payable subject to grant of connectivity.

e. Virya Infrapower Private Limited

On 12^th March, 2025, JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, completed the acquisition of Virya Infrapower Private Limited ("VIPL").

VIPL is engaged in the business of development of renewable energy projects in India and its related activities. The acquisition of 100% shareholding of VIPL was at an enterprise value of '' 7.54 crore. This acquisition provides opportunity to acquire a ready renewable power site with necessary infrastructure to achieve accelerated project development.

VIPL holds lease rights of about 63.77 Hectares of land located in Bikhasar and Chodiya villages, Fatehgarh tehsil, Jaisalmer, Rajasthan, to be used for the solar and wind projects.

f. 02 Power Midco Holdings Pte. Limited and 02 Energy SG Pte. Limited and their subsidiaries

On 9^th April, 2025, JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, completed the acquisition of the O2 companies having a consolidated operational and under construction / development renewable energy portfolio of 4.7 GW from O2 Power Pooling Pte. Limited, O2 Power SG Pte. Limited and certain individuals.

The O2 Power platform is valued at an enterprise value of approximately '' 12,468 crore, after adjustmentsunderthesharepurchaseagreements. The Company is targeting the commissioning of

its under-construction and under-development capacity by June 2027, by which time the total operational capacity is expected to reach 4,709 MW, with a steady state annualised run-rate EBITDA of '' 3,750 crore.

As of 31^st March, 2025, O2 Powerâs installed capacity stands at 1,343 MW. Consequently, the Companyâs proforma FY 2025 installed capacity stands at 12,218 MW, with RE capacity accounting for 6,560 MW (54% of total).

The acquired platform comprises of 4,087 MW of utility scale RE projects and CSI capacity of 622 MW. Of the total platform capacity, 3,735 MW is tied-up under PPAs with high-credit-quality off-takers comprising of both utility scale and commercial and industrial (CSI) customers. While 974 MW of capacity has received Letter of Awards/ Intent and PPA signing is awaited. The acquired assets are spread across seven resource-rich states, primarily operating in western India along with management team and employees having a proven track record in planning and execution. The portfolio features a well-diversified energy mix, including 1.9 GW of solar, 0.75 GW of wind 2.1 GW of complex solutions like Hybrid / FDRE. The platform has a blended average tariff of '' 3.37/KWh.

O2 Power also brings additional connectivity for 900 MW, which will facilitate our future growth. O2 Power has built an attractive portfolio and pipeline of projects which adds to our asset base and strengthens our operational capabilities and presence.

Amalgamations

a. The Honâble National Company Law Tribunal, Hyderabad bench, vide order dated 7^th March 2025, approved the Scheme of Amalgamation of the following 12 subsidiaries of the Company with, and in to, Mytrah Vayu (Sabarmati) Private Limited, a subsidiary of the Company:

1. Mytrah Ainesh Power Private Limited

2. Mytrah Vayu (Bhavani) Private Limited

3. Mytrah Vayu (Chitravati) Private Limited

4. Mytrah Vayu (Hemavati) Private Limited

5. Mytrah Vayu (Kaveri) Private Limited

6. Mytrah Vayu (Maansi) Private Limited

7. Mytrah Vayu (Palar) Private Limited

8. Mytrah Vayu (Parbati) Private Limited

9. Mytrah Vayu (Sharavati) Private Limited

10. Mytrah Vayu (Tapti) Private Limited

11. Mytrah Tejas Power Private Limited

12. Mytrah Vayu (Adyar) Private Limited

Consequently, the aforesaid 12 entities have ceased to be subsidiaries of the Company with effect from 31^st March, 2025, being the effective date in terms of the Scheme. The amalgamation has facilitated in consolidating the business of the aforesaid entities in one legal entity, thereby resulting in organizational efficiencies, streamlining the group structure, reduction in overheads, administrative, operational costs and other expenses and optimal utilization of various resources.

b. The Companyâs wholly owned subsidiary, JSW Thermal Energy One Limited, was amalgamated into KSK Mahanadi Power Company Limited with effect from 6^th March, 2025 pursuant to the approval of the Companyâs Resolution Plan for KSK Mahanadi Power Company Limited by the Honâble National Companies Law Tribunal, Hyderabad bench, vide order dated 13^th February 2025.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML is a wholly-owned subsidiary of the Company incorporated in April, 2010 in Mauritius, for overseas acquisition of coal assets. It has downstream investment of '' 51 crores in 100% equity of JSW Energy Natural Resources South Africa (PTY) Limited and has advanced '' 417.45 crores as a loan as on 31^st March, 2025.

B. JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)

JSWENRSAL is a wholly-owned subsidiary of JSWENRML. As on 31^st March, 2025, JSWENRSAL has invested '' 24.04 crores in acquiring 100% equity of Royal Bafokeng Capital (Proprietary) Limited and '' 7.36 crores in acquiring 100% equity of Mainsail Trading 55 Proprietary Limited. Further, JSWENRSAL has invested '' 6.08 crores in acquiring 10.97% equity of South African Coal Mining Holdings Limited (SACMH) and advanced '' 436.30 crores as loan to SACMH and its subsidiaries as on 31^st March, 2025.

C. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44% in SACMH as at 31^st March, 2025. SACMH, together with its subsidiaries, owns a coal mine with more than 32 million tonnes of resources, along with supporting infrastructure like coal washery, railway siding and equity investment based capacity allocation of 0.5 mtpa at Richards Bay Coal Terminal. While the mine is presently under care and maintenance pending receipt of requisite licences, SACMH uses its logistical and infrastructural assets to generate rental income to defray the costs incurred.

Joint Ventures and Other Investments

Toshiba JSW Power Systems Private Limited (Toshiba JSW)

Toshiba JSW is a joint venture company with the Toshiba Group, Japan, engaged in the business of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31^st March, 2025, Toshiba Group, Japan holds 95.36% and JSW Group holds 4.64% in Toshiba JSW.

The Company has invested '' 100.23 crores in Toshiba JSW. The Company has been providing for its share of the losses of Toshiba JSW in its consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW. Toshiba JSW plans to continue its business by expanding the service businesses and increasing collaboration jobs for various projects of Toshiba, Japan.

Power Exchange of India Limited (PXIL)

The Company had invested '' 1.25 crore in PXIL, a company promoted by National Stock Exchange of India Limited and National Commodities S Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates. JSW Power Trading Company Limited, a wholly-owned subsidiary of the Company is also a member of PXIL.

7. Share Capital

The paid-up equity share capital of the Company as on 31^st March, 2025 is '' 1,747.77 crore.

During FY 2025, in compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ("SEBI (ICDR) Regulations") and Sections 42 and 62 of the Act and Rules made thereunder, the Company issued

and allotted 10,30,92,783 Equity Shares of face value of '' 10 each to the Qualified Institutional Buyers at an issue price of '' 485 per Equity Share, which includes a discount of '' 25.09 per Equity Share (4.92% of the floor price, as determined in terms of the SEBI (ICDR) Regulations) to the floor price, i.e. at a premium of '' 475 per Equity Share, aggregating to '' 49,99,99,99,755 (Rupees Four Thousand Nine Hundred Ninety Nine crore Ninety Nine Lakhs Ninety Nine Thousand Seven Hundred Fifty Five).

Pursuant to the aforesaid Qualified Institutions Placement of Equity Shares, the paid-up Equity Share Capital of the Company stands increased from ''16,44,67,56,680 comprising of 164,46,75,668 Equity Shares to '' 1747,76,84,510 comprising of 174,77,68,451 Equity Shares of '' 10 each.

During FY 2025, the Company has not issued any:

a. Shares with differential rights

b. Sweat equity shares

8. Non-Convertible Debentures

During FY 2025, the Company allotted 2,00,000 Unsecured, Rated, Listed, Redeemable, NonConvertible Debentures of face value of '' 1,00,000 each aggregating to '' 2,000 crore on a private placement basis as per the following details:

Sr. No.	Name	Units	Date of Allotment
1	8.75% Unsecured, Rated, Listed, Redeemable, Nonconvertible debentures	70,000	4^th March, 2025
2	8.80% Unsecured, Rated, Listed, Redeemable, Nonconvertible debentures	50,000	4^th March, 2025
3	8.75% Unsecured, Rated, Listed, Redeemable, Nonconvertible debentures	40,000	20^th March, 2025
4	8.80% Unsecured, Rated, Listed, Redeemable, Nonconvertible debentures	40,000	20^th March, 2025

During FY 2025, the Company has not redeemed / repaid any Non-Convertible Debentures.

The Company has outstanding debentures of '' 2,500 crore as on 31^st March, 2025, which are listed on BSE Limited.

9. Particulars of Loans, Guarantees, Investments and Securities

The details of the loans, guarantees and investments are provided as a part of the Notes to the Financial Statements.

10. Internal Financial Controls over Financial Statement

The details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Integrated Annual Report.

11. Particulars of Contracts or Arrangements with Related Parties

The Companyâs Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies

Pursuant to the changes in the regulatory framework, the Policy was reviewed and suitably modified by the Board during 2025.

During FY 2025, all transactions with the Related Parties were in the ordinary course of business and on an armâs length basis. The Related Party Transactions, of repetitive nature, which are in the ordinary course of business and on an armâs length basis, and proposed to be entered into during FY 2025 are placed before the Audit Committee for omnibus approval. The details of all Related Party Transactions, as approved, are placed on a quarterly basis before the Audit Committee for its review.

During FY 2025, the material Related Party Transactions pursuant to the provisions of Regulation 23 of the Listing Regulations were duly approved by the Members at the AGM held on 5^th July, 2024.

Pursuant to the Listing Regulations, resolutions seeking approval of the Members on the proposed material Related Party Transactions form a part of the Notice convening the 31^st AGM.

The Company has developed a framework for the purpose of identification and monitoring of Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with the Related Parties

during FY 2025 are set out in the Notes to the Financial Statements. The disclosure in Form AOC-2 is attached as Annexure A to this Report.

During FY 2025, there was no material Related Party Transaction, with respect to brand usage/ royalty, requiring approval of the Members.

The Related Party Transactions entered during FY 2025 were in compliance with the Act and Listing Regulations, details whereof are disclosed in the Notes to the Financial Statements.

Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the necessary reports on related party transactions with the Stock Exchanges within the statutory timelines.

12. Disclosure under the Employees Stock Option Plans and Schemes

Employee Stock Options ("ESOPs") represent a reward system based on performance that helps companies attract, retain, and motivate top talent while providing an opportunity to employees to participate in the Companyâs growth and create long-term wealth.

The Company has formulated the JSWEL Employees Stock Ownership Plan - 2016 ("ESOP 2016"), implemented through the JSW Energy Employees ESOP Trust and also the JSW Energy Employees Stock Ownership Scheme - 2021 ("ESOS 2021") consisting of Shri. O. P. Jindal Employees Stock Ownership Plan (JSWEL) - 2021 and JSWEL Shri O. P. Jindal Samruddhi Plan - 2021, administered through the JSW Energy Employees Welfare Trust.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 ("SEBI Regulations") for FY 2025, with regard to ESOP 2016 and ESOS 2021 are provided on the website of the Company at the link www.jsw.in/investors/energy/ jsw-energy-corporate-governance-employee-stock-options

Voting rights on the shares, if any, as may be issued to employees under the Plans, are to be exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

During FY 2025, there was no material change in the ESOP 2016 and ESOP 2021 and the aforesaid Schemes are in compliance with the SEBI Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented in accordance with the SEBI Regulations and with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 31^st AGM

The Companyâs stock option plans, including the ESOP 2016 and ESOS 2021, have been crucial in aligning employee efforts with organizational outcomes. These schemes have effectively incentivized senior management, high performers, and future talent, enhancing talent retention and fostering an ownership mind set and have also been instrumental in attracting new hires, especially for leadership roles.

I n order to continue with our rewards philosophy of ESOPs being an integral part of leadership and high potential middle management compensation structure, the Board proposes an extension of the ESOP 2021 in line with the statutory requirements and a proposal in this connection seeking approval of the Members forms a part of the Notice convening the 31^st AGM.

13. Credit Rating

The details of the credit ratings of the Company during FY 2025 are as follows:

Facility	Credit Rating Agency
	India Ratings and Research		ICRA Limited
	Reaffirmed (Existing facilities)	Assigned (Additional facilities)	Reaffirmed
Long-term facilities and NonConvertible Debentures	IND AA/ Stable	IND AA/ Stable	ICRA AA/ Stable
Short-term facilities and Commercial Papers	IND A1	IND A1	ICRA A1

14. Awards

A keen focus on optimum utilisation of resources, efficient operations, occupational safety and minimising environmental impact, provide the Company with due recognition each year.

During the year, the Company received several awards. For more details, please refer to "At a Glance" section.

15. Disclosures related to Policies

A. Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel ("KMP") of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development. The Nomination Policy was reviewed by the Board in 2025.

I n terms thereof, the size and composition of the Board should have:

â¢ an optimum mix of qualifications, skills, gender and experience as identified by the Board from time to time;

â¢ an optimum mix of Executive, Non-Executive and Independent Directors;

â¢ minimum six number of Directors or such minimum number as may be required by the Listing Regulations and / or by the Act or as per Articles;

â¢ maximum number of Directors as may be permitted by the Listing Regulations and / or by the Act or as per Articles; and

â¢ at least one Independent Woman Director.

While recommending a candidate for appointment, the Compensation and Nomination S Remuneration Committee shall assess the appointee against a range of criteria including qualifications, age, experience, positive attributes, independence, relationship, gender diversity, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide the adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, skills and competencies without any discrimination on the basis of religion, caste, creed or gender.

B. Remuneration Policy

The Company considers its employees to be its most valuable and strategic asset. It is committed to fostering a high-performance work culture by implementing a fair and transparent compensation structure that aligns both with individual and organizational performance. Compensation is determined based on the nature of the role, as well as the skills, experience and knowledge required to fulfill it effectively, thereby supporting the achievement of the Companyâs overall objectives.

In line with this philosophy, the Company has formulated a comprehensive policy on the remuneration of Directors, Key Managerial Personnel (KMPs) and senior management. The policy is guided by the following broad objectives:

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance.

The Remuneration Policy balances fixed and variable pay and short and long-term performance objectives.

The Remuneration Policy was reviewed by the Board in 2025 and is available on the website of the Company at www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies

C. Corporate Social Responsibility Policy

The Board of Directors of the Company has adopted a Corporate Social Responsibility ("CSR") Policy on the recommendation of the CSR Committee. The CSR Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. CSR activities are undertaken in accordance with the said Policy. The CSR Policy was last reviewed by the Board of Directors in 2023.

The Company undertakes CSR activities through the JSW Foundation, and is committed to allocating each year at least 2% of the average net profit of the last 3 years. The Company gives preference to the local areas in which it operates for taking up CSR initiatives.

In line with the Companyâs CSR Policy and strategy, the Company supports interventions, inter alia, in the fields of health and nutrition, education, water, environment S sanitation, agri-livelihoods, livelihoods and other initiatives.

The CSR Policy of the Company is available on the website of the Company at www.jsw.in/investors/ energy/jsw-energy-corporate-governance-policies

During FY 2025, out of the mandated spend of '' 17.79 crore, '' 10.91 crore was spent on intiatives for general community infrastructure support and welfare, educational infrastructure and systems strengthening programs, all of which are on-going projects and expected to be completed over the next 3 years. A sum of '' 6.88 crore remaining to be spent on the on-going projects during FY 2025, has been duly transferred by the Company to the "JSW Energy Limited - Unspent Corporate Social Responsibility Account 2024-25". The aforesaid unspent amount will be duly spent by the Company on the on-going projects in compliance with the provisions of the Companies Act, 2013.

The Annual Report on CSR activities is annexed as Annexure B to this Report.

D. Whistle Blower Policy and Vigil Mechanism

Details of the Whistle Blower Mechanism are given in the Corporate Governance Report, forming a part of this Integrated Annual Report and is available on the website of the Company at the link www. jsw.in/investors/energy/jsw-energy-corporate-governance-policies

The Whistle Blower Policy and Vigil Mechanism was reviewed by the Board of Directors in 2025.

E. Risk Management Policy

The Company has established a comprehensive Risk Management Policy and implemented a robust mechanism to ensure regular monitoring and mitigation of risks. The framework provides for regular updates to the Board of Directors on risk assessment, mitigation strategies and governance practices at various organizational levels. This ensures that the executive management effectively manages risks through a well-structured and proactive approach. The Risk Management Committee periodically reviews the framework including cyber security, high risk items, mitigation plans and opportunities which are emerging or where the impact is substantially changing. There are no risks which, in the opinion

of the Board, threaten the existence of the Company. A detailed overview is provided in the "ESG-based Enterprise The Risk Management" section forming a part of this Integrated Annual Report. Risk Management Policy was reviewed by the Board of Directors in 2025.

F. Policy for Performance Evaluation of Directors, Committees and Board

The annual evaluation of the performance of the Directors, Committees and the Board for FY 2025 was carried out in the manner as laid down in the Board Evaluation Policy of the Company through a structured questionnaire. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfilment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the Listing Regulations. The evaluation of the performance of the Board, its Committees and Directors and suggestions emanating out of the performance evaluation exercise, if any, are reviewed by the Board.

The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and the Board as a whole.

Individual members of the Board were also evaluated against the various skills / expertise / competencies, identied and approved by the Board of Directors as are required in the context of the Companyâs business.

The evaluation indicates that the Board has an optimal mix of skills/expertise to function effectively.

G. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the Listing Regulations, the Company has adopted a "Policy for determining Material Subsidiaries" laying down the criteria for identifying material subsidiaries of the Company. The Policy was reviewed and modified by the Board in 2025. The Policy may be accessed on the website of the Company at www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies

Accordingly, JSW Hydro Energy Limited, JSW Energy (Barmer) Limited, JSW Neo Energy Limited and KSK Mahanadi Power Company Limited have been determined as material subsidiaries of the Company during FY 2025.

H. Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy which provides:

i. the circumstances under which shareholders may or may not expect dividend;

ii. the financial parameters that shall be considered while declaring dividend;

iii. the internal and external factors that shall be considered for declaration of dividend;

iv. manner as to how the retained earnings shall be utilized.

The Dividend Distribution Policy was reviewed by the Board in 2024 to ensure its continued relevance. The Policy is available on the website of the Company at www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies

16. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations, and accordingly, the Corporate Governance Report and the requisite Certificate from Deloitte Haskins S Sells LLP, the Statutory Auditor of the Company, regarding compliance with the conditions of Corporate Governance, forms a part of this Integrated Annual Report.

17. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report along with the report on assurance of the BRSR Core, consisting of a set of Key Performance Indicators ("KPIs") / metrics under 9 ESG attributes for FY 2025 forms a part of this Integrated Annual Report and is available on the website of the Company at www.jsw.in/investors/energy/ jsw-energy-financial-information-business-responsibility-reports

18. Directors and Key Managerial Personnel

The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance

Report, which forms a part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of and for the effective functioning of the Companyâs business. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards of integrity.

The Company familiarises the Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on operational performance / developments are sent to the Directors. The details of the familiarisation programme are uploaded on the website of the Company at www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies

Resignation / Cessation

During FY 2025, no Independent Director resigned before the expiry of her / his tenure.

Mr. Ashok Ramachandran, Whole-time Director S COO and Key Managerial Personnel of the Company, resigned with effect from the close of business hours on 8^th April, 2025. The Board of Directors places on record, appreciation for Mr. Ramachandranâs remarkable efforts and contribution towards the growth and success of the Company.

Appointment / Re-appointment

Based on the recommendation of the Compensation and Nomination S Remuneration Committee ("CNRC"), Mr. Ajoy Mehta

(DIN: 00155180) was appointed by the Board as an Additional Director and an Independent Director for a term of 3 consecutive years with effect from 24^th October, 2024. The appointment of Mr. Mehta was approved by the Members by passing a special resolution through postal ballot on 16^th January, 2025.

Mr. Rajeev Sharma (DIN: 00973413) was appointed as an Independent Director for a term of 3 consecutive years with effect from 24^th March, 2022 which ended on 23^rd March, 2025. The reappointment of Mr. Sharma as an Independent Director of the Company for a second term of 5 consecutive years with effect from 24^th March, 2025 was approved by the Members by passing a special resolution through postal ballot on 12^th March, 2025.

Mr. Desh Deepak Verma, was appointed as an Independent Director for a term of 3 consecutive years with effect from 21^st July, 2022. Accordingly, his term as an Independent Director will be ending on 20^th July, 2025. In accordance with Listing Regulations, the Companies Act, 2013, the Nomination Policy of the Company, and the recommendation of the CNRC the Board of Directors, at its meeting held on 15^th May, 2025, recommended to the Members the re-appointment of Mr. Verma as an Independent Director on the Board of the Company for a second term of 5 consecutive years with effect from 21^st July, 2025. The Resolution for the re-appointment of Mr. Verma has been included in the Notice of the forthcoming 31^st AGM of the Company. The Directors recommend the same for approval by the Members.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Pritesh Vinay (DIN: 08868022) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Directors recommend the same for approval by the Members.

A brief profile of the aforesaid Directors as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 31^st AGM.

19. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year under review, on a ''going concernâ basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Committees of the Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. In addition, the Company has constituted certain committees to facilitate operations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Integrated Annual Report.

21. Meetings of the Board

During FY 2025, the Board of Directors met 8 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Integrated Annual Report.

22. Auditors and Reports

a. Statutory Auditor

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Companies Act, 2013, and the Rules made thereunder, Deloitte Haskins S Sells LLP (Firm Registration No. 117366W/W100018), Chartered Accountants, Mumbai, were reappointed as the Statutory Auditor of the Company by the Members of the Company at the 28^th Annual General Meeting held on 14^th June, 2022, for the second term of five years from the conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rdAnnual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for FY 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

b. Cost Auditor

The Company has maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For FY 2025, Kishore Bhatia S Associates (Firm Registration No. 00294), Cost Accountants conducted the audit of the cost records of the Company.

Kishore Bhatia S Associates, Cost Accountants has served as the Cost Auditor of the Company for the previous three Financial Years. Accordingly, as a good governance practice, it is decided to change the Cost Auditor of the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications / Circulars issued by the Ministry of Corporate Affairs, from time to time, the Board has appointed ABK S Associates (Firm Registration No. 000036), Cost Accountants, as the Cost Auditor to audit the cost records of the Company for FY 2026.

The remuneration payable to the Cost Auditor is subject to ratification by the Members

and accordingly, the necessary Resolution for ratification of the remuneration payable to ABK & Associates, Cost Accountants, for the audit of cost records of the Company for FY 2026, has been included in the Notice of the forthcoming 31^st AGM of the Company. The Directors recommend the same for approval by the Members.

c. Secretarial Auditor

The Board appointed Ashish Bhatt & Associates (COP: 2956), Company Secretaries, to carry out secretarial audit for FY 2025.

The Secretarial Audit Report issued by Ashish Bhatt & Associates, Company Secretaries, for FY 2025 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure C to this Report.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of the Listing Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available on the website of the Company at www.jsw. in/investors/energy/secretarial-compliance-report

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. JSW Hydro Energy Limited (JSWHEL), JSW Energy (Barmer) Limited (JSWEBL), JSW Neo Energy Limited (JSWNEL) and KSK Mahanadi Power Company Limited (KMPCL) are material subsidiaries of the Company pursuant to the Regulation 16(1) (c) of the Listing Regulations.

Accordingly, Ashish Bhatt & Associates, Company Secretaries, carried out the secretarial audit for JSWEBL, JSWHEL and JSWNEL and UYC and Associates carried out the secretarial audit for KMPCL for FY 2025. These Secretarial Audit Reports do not contain any observation or qualification. The reports in Form MR-3 are annexed as Annexure C, C1, C2, C3 and C4 respectively

Pursuant to the amendments to the Listing Regulations and good governance practices, the Board, on the recommendation of the Audit Committee, has approved and recommended to the Members the appointment of Purwar & Purwar Associates LLP (Purwar & Associates) (Firm Registration Number L2023MH013700), as the Secretarial Auditor of the Company, for a period of five consecutive years inclusive of FY 2026. Brief details as required under the Listing Regulations, are provided in the Notice of 31^st AGM. The Directors recommend the same for approval by the Members.

23. Compliance with the Secretarial Standards

During FY 2025, the Company has complied with the Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

24. Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed in this Integrated Annual Report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and the date of this Integrated Annual Report.

25. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for FY 2025, is available on the website of the Company at https://www.jsw.in/investors/ energy/annual-return.

26. Environmental Norms

The Ministry of Environment, Forest and Climate Change (MoEF & CC) had, in December 2015, revised the environment emission norms prescribing more stringent emission limits for operating as well as under development power plants in the country with respect to particulate matter, sulphur dioxide (SO2) & nitrogen

dioxide (NO2).

As a responsible corporate and to maintain the best environmental operating standards, the Company has deployed state-of-the-art technology to prevent / minimize pollution levels at all its power plants. The Companyâs Ratnagiri Units 1 to 4 of 300 MW capacity each, are in compliance with all revised emission norms prescribed by MoEF & CC. High efficiency ESP & Low NOX burners have been installed since inception. Also Flue Gas

Desulphurization units have been installed as per directives from MoEFCC.

JSW Energy (Barmer) Limitedâs Units 1 to 8 of 135 MW capacity, are CFBC based and all are in compliance with SO2 emission norms prescribed by MoEFCC. The NO2 emissions also remain within compliance limits in the CFBC based boiler operations. In order to comply with Suspended Particulate Matter emission norms, modifications in the Electrostatic Precipitator have been completed in all the Units 1 to 8 well within the stipulated time frame.

The Companyâs Toranagallu Units 2 X 130 MW, are already in compliance with all revised emission norms. In the other units of 2 x 300 MW, the parameters of Particulate Matter and NO2 have been complied within the stipulated timeline of 31^st December, 2024 while for the compliance of SO2 the compliance time line has been extended up to the year 2029. The Company is committed to complete the SO2 requirement well within this revised timeline.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of Energy -

(i) The Company has undertaken the following

initiatives to optimize energy consumption:

Vijayanagar Plant

Advanced Process Control Optimization

Projects:

1. Shutting down one vacuum pump in SBU1 Unit 1 saved 560.44 MWh and '' 30.82 Lakhs over 5,049 hours.

2. Installing a spacer coupling in the primary air fan system of SBU1 Unit 1 saved 191.86 MWh and ''10.63 Lakhs over 5,049 hours.

3. Replacing with high efficiency Auxiliary Cooling Water (ACW) pump in SBU1 Unit 1 saved 101 MWh and ''5.43 Lakhs over 5,049 hours.

4. Resolving boiler feed pump recirculation valve leakage in SBU2 Unit 1 saved 101.2 MWh and ''5.06 Lakhs over 1,012 hours.

5. Installing Variable Frequency Drives (VFDs) on Condensate Extraction Pumps (CEPs): in SBU1 Units 1 S 2 saved 56 kWh/day, resulting in '' 2 Lakhs/month in savings.

Heat Rate Optimization Projects:

1. Condenser cleaning in SBU1 Unit 1 improved vacuum, saving 35.70 kCal/ kWh and '' 327.04 Lakhs at 116.92 MW.

2. In SBU2 Unit 2, spray curve optimization saved 2.80 kCal/kWh and ''55.62 Lakhs at 194.16 MW over 6,369 hours.

3. Throttling loss reduction improved heat rate by 0.42 kCal/kWh, saving ''12.86 Lakhs at 207.74 MW over 9,394 hours.

4. Makeup water loss reduction saved 3.84 kCal/kWh at an average load of 242.44 MW.

Ratnagiri Plant

1. De-staging of Boiler Feed Pumps (BFPs): De-staging of one BFP resulted in auxiliary power savings of 152 kWh at full load.

2. De-staging of Condensate Extraction Pumps (CEPs): De-staging of two CEP led to auxiliary power savings of 138 kWh at full load.

3. Turbine Cylinder Efficiency

Improvement: Capital Overhauling

(COH) of Unit-2 improved turbine cylinder efficiency, achieving a heat rate reduction of approximately 29 Kcal/kWh.

4. Replacement of Heating, Ventilation and Air Conditioning (HVAC) Chillers: Replacement of Unit 3 and 4 HVAC chillers with energy-efficient models resulted in auxiliary power savings of approximately 29 kWh.

5. Implementation of Dynamic Setpoint Control Logic: Adoption of dynamic setpoint control for final and first-stage desuperheaters (DESH) in two units led to a saving of 1.7 Kcal/kWh.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar Plant

â¢ Utilizing waste gases from blast furnace and steel processes in both SBU-1 and SBU-2 has displaced 3.44 Lakh MT of coal.

â¢ Flexibilization to accommodate 225 MW of solar power and 215 MW of wind power has reduced CO₂ emissions by 7,29,002 tCO2e.

Ratnagiri Plant

â¢ A water reservoir with a capacity of 35,000 m³ has been constructed to conserve rainwater, ensuring water availability during the summer months and reducing dependency on external water sources.

â¢ Utilisation of vacuum pump drain water for horticulture, resulted in water saving of approx. 23 m3/day.

â¢ Circulating Water (CW) pump sealing water reutilised for bearing cooling purposes, resulted in water saving of approx. 10 m3/day.

(iii) Capital investment on energy conservation equipment:

Vijayanagar Plant

â¢ SBU1 U1 CW Pumps Overhaul: ''15 lacs

â¢ SBU1 U1 S U2 CEP Variable Frequency Drive Installation: '' 210 lacs

â¢ SBU1 U1 COH: '' 9.4 crore Ratnagiri Plant

â¢ De-staging of one BFP and two CEP: '' 0.73 crore

â¢ Capital overhaul of one unit for heat rate improvement: '' 9.78 crore

â¢ Replacement of HVAC chillers with energy-efficient models: '' 0.25 crore

(B) Technology absorption

(i) The efforts made towards technology absorption are provided below -

Vijayanagar Plant

1. Installing airport assemblies and sinter cast components in Mills A and B (SBU1 U1) improved coal mill efficiency and reduced mill rejects.

2. Upgrading Allen Bradley PLCs for CHP systems to Windows 10 with updated antivirus ensures ISO 27001 compliance and boosts system security and reliability.

3. Replacing SEC-supplied Electrostatic Precipitator (ESP) rectifier transformers with GE Tek controllers in SBU2 U1 S U2 enhances reliability, speeds fault diagnosis, and reduces downtime.

4. Installing High Efficiency Particulate Air (HEPA) purifiers in all ID Fan VFD rooms reduces particulate ingress, minimizes filter and drive failures, and extends equipment life.

5. Implementing a local start/stop control system for the AC seal oil pump (SBU1) enhances safety, mitigates hydrogen leakage risks, and reduces downtime.

6. Deploying 200 loT-enabled tri-axial sensors on critical rotating equipment optimizes maintenance, improves reliability, and offers '' 51 Lakhs in savings for FY 2025.

7. Implementing PMI machine with XRF/ OES technology ensures accurate alloy usage, enhancing quality assurance, traceability, and reducing material failure risks.

8. Connecting Demineralized Water (DM) water CST tank vent lines to chemical breathers and overflow lines to water sump (SBU2) maintains DM water purity and improves water quality management.

Ratnagiri Plant

1. Generator Leak Testing Optimization:

Helium leak testing was adopted during the capital overhaul which, reduced generator leak testing time by 14 hours compared to conventional air testing methods.

2. Control Switching Device Installation: Installed in 400 kV Reactor-1 bay breaker to enhance downstream cable reliability.

3. Advanced Process Control (APC) Logic: Implemented on a pilot-run basis in Unit-4, with monitoring underway to assess performance.

4. Artificial Intelligence (AI) / Machine Learning (ML) Based Safety Surveillance: Deployment of AI/ML-based video analytics and Augmented Reality / Virtual Reality technologies for safety training and surveillance enhancement.

5. Cooling Tower Performance Enhancement: Water (CT) distribution and flow measurement checks were carried out across CT cells to optimize CT performance and improve overall cooling efficiency.

6. Plant Air Compressor Performance Improvement: Plant air compressors were operated using alternate cooling towers, leading to enhanced compressor cooling performance and overall operational efficiency.

7. Unit-1 Main Plant UPS: Rectifier analog-to-digital modification completed.

8. Centralized Monitoring of Fire Alarm system for main plant: Installation & commissioning of new system to mitigate the obsolescence and enhance safety.

9. BOD & COD Analyzer: Upgraded panel installed and parameters configured in Motor Protection Circuit Breaker (MPCB) portal for statutory compliances.

10. I nstallation of new design HP exhaust dump valve to avoid the steam passing

(ii) The benefits derived like product

improvement, cost reduction, product

development or import substitution:

Vijayanagar Plant

1. Coal Handling Plant: The damaged 9C2 conveyor belt was replaced with a 1,950-meter belt, ensuring continuous coal supply and a standby for maintenance.

2. SBU1 & SBU2 DM Plants: Interconnecting the regeneration water line reduced resource usage and saved ''1.2 Lakhs/month, while minimizing effluent generation.

3. SBU1 Unit-1: Implementing autorestrictive logic on PA fans post-trip of one fan prevents VFD overloads, stabilizes current, and enhances boiler reliability.

4. CW Pump System: Gate logic mod prevents false trips by requiring dual conditions, boosting reliability, reducing downtime, and saving '' 26.22 Lakhs.

5. Environmental Initiatives: Zero liquid discharge, energy conservation, cooling tower optimization, waste reuse, and biodiversity drives reflect our commitment to sustainability.

6. SBU1 Units: Auto-closing logic in the Distributed Control System (DCS) ensures extraction block valves close on turbine trips, preventing backflow and enhancing safety.

7. SBU1 Unit-1: Relocating AC outdoor units for the automatic voltage regulator room outside the TG building for improved cooling efficiency and operational reliability.

8. SBU1 Unit-1: Replacing the thermostatic valve with a spool piece in BFP-1A reduced oil temperature, saving '' 59,290, 19,200 kg CO₂/day, and improving equipment life.

9. SBU1 Unit-1: Reusing condenser flood test water saved 250 m³ of DM water per cycle, reducing costs, preventing CEP damage, and supporting sustainability goals.

10. RO Plant: Reused 1,258 million liters for cooling, 368 million for beneficiation, and 1,400 m³ rainwater, improving chemical efficiency and boosting DM plant output.

11. SBU1 & SBU2: Recirculating 14,713 tons of bottom ash optimizes fuel use, reduces waste, and improves boiler efficiency, resulting in cost savings.

12. Fly Ash: Recirculating 20,614 tons of high LOI fly ash reduces LOI,

enhances fuel efficiency, boosts fly ash sales, and promotes sustainable waste management.

Ratnagiri Plant

1. Energy Savings:

â¢ Reduction in auxiliary power consumption by 263 kWh resulted in annual savings of approximately 2.03 MUs, translating to a monetary benefit of '' 1.01 crore.

â¢ Heat rate improvement of 34.0 kCal/kWh resulted in annual savings of coal approximately 8,729 MT, translating to a monetary benefit of '' 8.10 crore.

2. Reliability and Safety Improvements:

â¢ Provision of alternate power sources for critical systems (GIS Battery Chargers).

â¢ I nstallation of new battery banks in the 400 kV Switchyard.

â¢ Conducting Partial Discharge (PD) and Leakage Current Measurement (LCM) tests on critical equipment to ensure healthiness and reliability.

â¢ I nstallation of loT-based vibration sensors on critical equipment to enhance predictive maintenance and improve Mean Time Between Failures (MTBF).

â¢ Completed retrofitting of Chinese Electrostatic Precipitator (ESP) transformer controllers with 10 new GE TEK make controllers, improving reliability and control system performance.

â¢ Installed five new VD4-type Vacuum Circuit Breakers (VCBs) for the Coal Mills, enhancing switchgear system safety and reliability.

â¢ Conducted Automatic Voltage Regulator (AVR) Power System Stabilizer (PSS) step tests and real and reactive power assessments

at various load conditions for Unit-1 and Unit-2 to ensure regulatory compliance and system stability.

â¢ Replaced all 24 power cables for Unit-1 and Unit-2 Cooling Tower (CT) fan motors with new cables to address frequent failures and improve system reliability.

â¢ Installed a Static Var Generator panel at Nivali Pumping Station, resulting in an improvement of the power factor from 0.90 to 0.99 and reducing electricity consumption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): No technology has been imported during the last three financial years

(iv) The expenditure incurred on Research and Development: The Company did not carry out any core R S D work during FY 2025.

(v) Future Plans:

Vijayanagar Plant

1. Modification of SBU2 U1 S U2 boilers to accommodate 300 Nm7hr of waste gas from the steel plant for each unit, thereby reducing coal consumption.

2. Preparation of startup dashboards for realtime monitoring and startup optimization.

3. Development of PG test dashboards for real-time monitoring and comparison of PG test data.

Ratnagiri Plant

1. DCS Upgradation: Upgrading the Main Plant Control System.

2. Seawater RO Plant Installation: To reduce dependency on raw water sources.

3. Boiler Study: Evaluating Indian coal firing options to optimize generation costs.

4. Circulating Water (CW) System Enhancement: Including installation of a condenser backwash system and suction screens.

5. Fire-Fighting System Enhancement:

Strengthening the existing systems.

6. Switchgear Reliability Improvement:

Retrofitting circuit breakers in MV Switchgear Panels.

7. PLCC System Upgrade: Modernizing to a digital panel supporting IEC104.

8. Control Switching Device Installation: For GT bays.

9. Emission Control Devices: Installation on DG sets.

10. Automatic Power Scheduling: To enhance power management efficiency.

11. Installation of Triaxial Vibration Sensors: To enhancing predictive maintenance capabilities and enabling early detection of potential equipment issues to improve reliability and reduce downtime.

12. Main Plant Automatic Voltage Regulator (AVR) Upgradation: Upgradation of the Main Plant Automatic Voltage Regulator AVR to enhance generator voltage stability and system reliability.

13. Bus Reactor-2 Revamping: Revamping of Bus Reactor-2 to improve system performance, enhance operational reliability, and extend equipment life.

14. SF₆ Breaker Upgradation to VD4 Breaker: Replacement of existing SF₆ circuit breakers with VD4 vacuum circuit breakers to improve environmental compliance

15. Centralized Fire Alarm System Upgradation: Upgradation of the Fire Alarm System by extending coverage to the Main Store and Coal Handling Plant (CHP) areas, thereby strengthening plant-wide fire safety measures.

16. Retrofitting of ESP Transformer Rectifier (TR) Controllers: Retrofitting of Electrostatic Precipitator (ESP) TR Controllers to enhance the reliability and performance of the emission control system.

(C) Foreign exchange earnings and outgo

The foreign exchange inflow of the Company for the year under review amounted to '' 28.01 crore and foreign exchange outflow amounted to '' 1,486.08 crore.

28. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company and any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

29. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo mandatory training/ certification on the Prevention of Sexual Harassment Act to sensitize themselves and deepen their awareness.

The Company has constituted ICCs across all relevant locations of the Company in India to consider and resolve sexual harassment complaints reported pursuant to the provisions of the Prevention of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of

complaints but also encompasses prevention and prohibition of sexual harassment. Over the years, the Company has worked extensively on creating awareness on relevance of sexual harassment issues and innovative measures to help employees understand the forms of sexual harassment.

The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act. During FY 2025, the Company did not receive any complaints pertaining to sexual harassment, and accordingly, no complaints were required to be disposed off. Further, there were no cases pending for more than 90 days during FY 2025.

30. Cyber Security

I n view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in line with the threat scenarios. The Companyâs technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

31. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during FY 2025:

â¢ Details relating to deposits covered under Chapter V of the Act are not applicable as no amount was accepted or renewed falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during FY 2025.

â¢ Neither the Managing Director nor the Wholetime Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ There has been no change in the nature of business of the Company.

â¢ There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of one time settlement with any bank or financial institution.

32. Acknowledgements

Your Directors place on record their sincere thanks to the shareholders, debenture holders, customers, suppliers, vendors, investors, stock exchanges, banks and other financial institutions and all other stakeholders and anticipate their continued support in future.

Your Directors also appreciate the efforts, teamwork and professionalism of the employees of the Company.

Mar 31, 2024

The Directors are pleased to present the 30^th Annual Report and the audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. Financial performance

The financial performance of the Company for the financial year ended 31^st March, 2024, is summarized as below:

(Rs. in Crores)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Income	5,339.49	6,019.08	11,941.34	10,867.05
Profit before Interest, Depreciation, Tax and Exceptional Items	1,928.72	1,486.83	5,837.21	3,817.08
Finance Cost	477.87	259.80	2,053.40	844.30
Depreciation and Amortisation expense	269.54	317.42	1,633.41	1,169.23
Share of Profit/(Loss) of an Associate/Joint venture	-	-	16.51	19.29
Exceptional items	-	120.00	-	120.00
Profit before Tax	1,181.31	1,029.61	2,166.91	1,942.84
Tax expense	(231.09)	(318.59)	(442.26)	(462.72)
Profit for the year attributable to: Owners of the Company	950.22	711.02	1,722.71	1,477.76
Profit for the year attributable to: Non-controlling interest	-	-	1.94	2.36
Other Comprehensive Income: Owners of the Company	880.49	(276.12)	775.34	31.78
Other Comprehensive Income: Non-controlling interest	-	-	6.18	8.47
Total Comprehensive Income (attributable to owners of the Company)	1,830.71	434.90	2,498.05	1,509.54
Total Comprehensive Income (attributable to Non-controlling interest of the Company)	-	-	8.12	10.83

2. Result of operations and the state of affairs:

Standalone

Total income of the Company for the financial year 2023-24 stood at '' 5,339.49 crores as against '' 6,019.08 crores for the financial year 2022-23, showing a decrease of 11%. EBITDA for the financial year 2023-24 stood at '' 1,928.72 crores as against '' 1,486.83 crores for the financial year 2022-23, recording an increase of 30%. Profit after tax for the financial year 2023-24 stood at '' 950.22 crores as against '' 711.02 crores for the financial year

2022- 23 registering an increase of 34%. Net worth increased to '' 15,112.05 crores at the end of the financial year 2023-24 from '' 13,609.41 crores at the end of the financial year 2022-23. The increase in net worth is primarily due to profit for the year.

Net debt gearing stood at 0.41 times as at the end of the financial year 2023-24 compared to 0.44 times as at the end of the financial year 2022-23.

Consolidated

Total income for the financial year 2023-24 stood at '' 11,941.34 crores as against '' 10,867.05 crores for the financial year 2022-23, showing an increase of 10%. EBITDA for the financial year

2023- 24 stood at '' 5,837.21 crores as against '' 3,817.08 crores for the financial year 2022-23, showing an increase of 53%. Profit after tax for the financial year 2023-24 stood at '' 1,722.71 crores

as against '' 1,477.76 crores for the financial year 2022-23 showing an increase of 17%.

Net worth increased to '' 20,831.74 crores in the financial year 2023-24 from '' 18,628.81 crores in the financial year 2022-23. The increase in net worth is primarily due to profit during the year. Net debt gearing stood at 1.28 times as at end of the financial year 2023-24 compared to 1.08 times as at the end of the financial year 2022-23.

Fund raise through QIP

I n a first-ever equity raise since listing in 2010, the Company raised '' 5,000 crores by an issue of equity shares through a Qualified Institutions Placement (QIP) in April, 2024. The proceeds from the QIP have been earmarked for repayment of the borrowings of the Company, investment in JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, and other general corporate purposes. The QIP proceeds have bolstered an already strong capital structure even further, significantly enhanced the Companyâs financial flexibility, and accelerated the Companyâs ambitious growth plans.

3. Effects of external events on the business of the Company Record capacity additions

In fiscal year 2024, Indiaâs power sector experienced robust demand growth of 7.5% fueled by economic

expansion, urbanization and industrial activities, with peak demand of 243 GW necessitating enhancements in grid infrastructure. Renewable energy capacity saw substantial additions with a total of 18.5 GW addition in FY 2024, particularly in solar with 15 GW additions, driven by government initiatives, policies and investment incentives. These efforts helped India make significant strides towards its renewable energy targets, aligning with global commitments to reduce carbon emissions. Technological advancements, particularly in energy storage, will facilitate better integration of renewables into the grid, and this is expected to further the growth of complex bids like Firm Dispatchable Renewable Energy as compared to plain vanilla solar and wind.

The merchant power market also witnessed increased activity, with higher trading volumes on power exchanges and fluctuating electricity prices reflecting demand-supply dynamics. Regulatory measures aimed at improving market transparency and competitiveness further invigorated the trading environment. The healthy renewable bidding and acceleration in capacity addition highlights the sectorâs shift towards a more sustainable and resilient energy ecosystem.

For further details on the Companyâs performance, operations and strategies for growth, please refer to the Management Discussion and Analysis section which forms a part of this Annual Report.

4. Transfer to Reserves

The Company does not propose to transfer any amount (previous year NIL) to the reserves from surplus. An amount of '' 5,441.99 crores (previous year '' 4,830.92 crores) is proposed to be held as Retained Earnings.

5. Dividend

Your Directors have recommended a dividend of '' 2 (20%) per share for the financial year 2023-24 [previous year '' 2 (20%) per share], for the approval of the Members at the forthcoming 30^th Annual General Meeting.

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy.

6. Financial Statements

The audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulationsâ) and the Indian Accounting Standards.

7. Subsidiaries, Associates and Joint Ventures

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the financial year ended 31^st March, 2024, in the prescribed format AOC-1, is attached as Annexure A to the Consolidated Financial Statements of the Company and forms a part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at www. jsw.in/investors/energy.

As on 31^st March, 2024, the Company had 81 subsidiaries and 1 associate company.

During the year, the following companies were incorporated as step-down subsidiaries of the Company -
Sr. No.	Name	Date of Incorporation
1	JSW Energy PSP Six Limited	27^th May, 2023
2	JSW Energy PSP Seven Limited	30^th May, 2023
3	JSW Energy PSP Nine Limited	4^th July, 2023
4	JSW Energy PSP Eight Limited	5^th July, 2023
5	JSW Renewable Energy (Anjar) Limited	26^th July, 2023
6	JSW Energy PSP Ten Limited	18^th August, 2023
7	JSW Energy PSP Eleven Limited	23^rd August, 2023
8	JSW Renew Energy Materials Trading Limited	6^th November, 2023
9	JSW Renewable Energy (Salav) Limited	17^th January, 2024
10	JSW Renew CSI One Limited	31^st January, 2024
11	JSW Renewable Energy Dolvi Three Limited	5^th February, 2024
12	JSW Renew Energy Nine Limited	7^th February, 2024
13	JSW Renew Energy Eight Limited	9^th February, 2024
14	JSW Renew Energy Ten Limited	9^th February, 2024
15	JSW Renew CSI Two Limited	14^th February, 2024
16	JSW Renew Energy Eleven Limited	24^th February, 2024

JSW Renewable Energy (Cement) Limited

JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, and JSW Cement Limited entered into a 74:26 Joint Venture Agreement on 1^st June, 2023 pursuant to which, JSW Cement Limited acquired 26% stake in JSW Renewable Energy (Cement) Limited to qualify as a captive user in accordance with the requirements of the Electricity Act, 2003.

Mytrah Vayu (Tungabhadra) Private Limited

The Company completed the acquisition of Mytrah Vayu (Tungabhadra) Private Limited through JSW Neo Energy Limited, a wholly-owned subsidiary of the Company, on 15^th June, 2023.

The Company has initiated the amalgamation of the following step-down subsidiaries:

1. Mytrah Ainesh Power Private Limited

2. Mytrah Vayu (Bhavani) Private Limited

3. Mytrah Vayu (Chitravati) Private Limited

4. Mytrah Vayu (Hemavati) Private Limited

5. Mytrah Vayu (Kaveri) Private Limited

6. Mytrah Vayu (Maansi) Private Limited

7. Mytrah Vayu (Palar) Private Limited

8. Mytrah Vayu (Parbati) Private Limited

9. Mytrah Vayu (Sharavati) Private Limited

10. Mytrah Vayu (Tapti) Private Limited

11. Mytrah Tejas Power Private Limited

12. Mytrah Vayu (Adyar) Private Limited with Mytrah Vayu (Sabarmati) Private Limited

The Scheme has been approved by the Board of Directors of the respective companies and is presently before the National Company Law Tribunal, Hyderabad Bench.

The name of Mytrah Advaith Power Private Limited has changed to JSW Advaith Power Private Limited with effect from 6^th November, 2023.

The name of JSW Renew Energy Seven Limited has changed to JSW Renewable Energy (Salem) Limited with effect from 10^th January, 2024.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML is a wholly-owned subsidiary of the Company incorporated in April, 2010 in Mauritius, for overseas acquisition of coal

assets. It has downstream investment of '' 49.68 crores in 100% equity of JSW Energy Natural Resources South Africa (PTY) Limited and has advanced '' 406.98 crores as a loan as on 31^st March, 2024.

B. JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)

JSWENRSAL is a wholly-owned subsidiary of JSWENRML. As on 31^st March, 2024, JSWENRSAL has invested '' 22.62 crores in acquiring 100% equity of Royal Bafokeng Capital (Proprietary) Limited and '' 6.92 crores in acquiring 100% equity of Mainsail Trading 55 Proprietary Limited.

Further, JSWENRSAL has invested '' 5.72 crores in acquiring 10.97% equity of South African Coal Mining Holdings Limited (SACMH) and advanced '' 410.28 crores as loan to SACMH and its subsidiaries as on 31^st March, 2024.

C. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44%. in SACMH as at 31^st March, 2024. SACMH, together with its subsidiaries, owns a coal mine with more than 32 million tonnes of resources, along with supporting infrastructure like coal washery, railway siding and equity investment based capacity allocation of 0.5 mtpa at Richards Bay Coal Terminal. While the mine is presently under care and maintenance pending receipt of requisite licences, SACMH uses its logistical and infrastructural assets to generate rental income to defray the costs incurred.

Joint Ventures and Other Investments Toshiba JSW Power Systems Private Limited (Toshiba JSW)

Toshiba JSW is a joint venture company with the Toshiba Group, Japan, engaged in the business of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31^st March, 2024, Toshiba Group, Japan holds 95.36% and JSW Group holds 4.64% in Toshiba JSW.

The Company has invested '' 100.23 crores in Toshiba JSW. The Company has been providing for its share of the losses of Toshiba JSW in its

consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW. Toshiba JSW plans to continue its business by expanding the service businesses and increasing collaboration jobs for various projects of Toshiba, Japan.

Power Exchange of India Limited (PXIL)

8. Share Capital

The paid up equity share capital of the Company as at 31^st March, 2024 was '' 1,644.68 crores.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares.

9. Deposits

The Company has not accepted or renewed any amount falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

10. Non-Convertible Debentures

During the year ended 31^st March, 2024, the Company has redeemed / repaid Non-Convertible Debentures (NCD) amounting to '' 175 crores in accordance with the terms of the respective issues. During the year under review, there were no fresh issuances of NCDs.

11. Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided, along with the purpose, are provided in the Notes to the Standalone Financial Statements.

12. Internal Financial Controls over Financial Statement

The details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Annual Report.

13. Particulars of Contracts or Arrangements with Related Parties

The Companyâs Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at www. jsw.in/investors/energy. The Policy is reviewed by the Audit Committee at least once in every two years.

During the year under review, all other contracts / arrangements / transactions entered into during the financial year 2023-24 by the Company with Related Parties were in the ordinary course of business and on an armâs length basis. Related Party Transactions which are in the ordinary course of business and on an armâs length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statements. The disclosure in Form AOC-2 is attached as Annexure A to this Report.

14. Disclosures under the Employees Stock Option Plans and Schemes

The Company has formulated the JSWEL Employees Stock Ownership Plan - 2016 (ESOP 2016), which is implemented through the JSW Energy Employees ESOP Trust and also the JSW Energy Employees Stock Ownership Scheme - 2021 (ESOS 2021) consisting of Shri. O. P. Jindal Employees Stock Ownership Plan (JSWEL) - 2021 and JSWEL Shri.

O. P. Jindal Samruddhi Plan - 2021, which is administered through the JSW Energy Employees Welfare Trust.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (''SEBI Regulationsâ) for the year ended 31^st March, 2024, with regard to ESOP 2016 and ESOS 2021 are provided on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-employee-stock-options.

There is no material change in the ESOP 2016 and ESOS 2021 and the aforesaid Schemes are in compliance with the SEBI Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented in accordance with the SEBI Regulations along with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 30^th Annual General Meeting.

15. Credit Rating

The details of the credit ratings during the financial year 2023-24 are as follows:

Facility	Credit Rating Agency
	India Ratings and Research		ICRA Limited
	Reaffirmed (Existing facilities)	Assigned (Additional facilities)	Reaffirmed
Long-term facilities and NonConvertible Debentures	IND AA/ Stable	IND AA/ Stable	ICRA AA/ Stable
Short-term facilities and Commercial Papers	IND A1	IND A1	ICRA A1

16. Awards

A keen focus on optimum utilisation of resources, efficient operations, occupational safety and minimising environmental impact provide the Company with due recognition each year.

During the year, the Company also received the

following awards:

CORPORATE

1. LACP - Gold Award for Best Annual Report, rated amongst the top 80 reports, top 10 Indian Reports (Global Award).

2. CAP 2 (Climate Action Program) - Resilient (1^st Place) Award by CII for climate change.

3. DJSI (Dow Jones Sustainability Index) Rating -72/100 for ESG Performance under Corporate Sustainability Assessment (CSA).

4. Climate Disclosure Programme (CDP) (Global Rating) - Received "A-" (leadership band) for climate change.

5. Climate Disclosure Programme (CDP) (Global Rating) - Received "B" (Management Band) for water security.

BARMER PLANT

1. Platinum Award 2022 in Environment Management by Grow Care India.

2. Gold Award 2022 in Sustainability by Grow Care India.

3. Water Optimization Award 2023 in Best Zero Liquid Discharge Plant by Mission Energy Foundation.

4. 2^nd CEE Environment Excellence Award 2023 by the Council of Enviro Excellence.

5. The Gold Award during 14^th Exceed Green Future Environment Award in the sustainability category by Sustainable Development Foundation.

6. National Award for Excellence in Energy Management 2023 by the Confederation of Indian Industry (CII).

7. State Safety Award-2023 for high standards of competence and compliance of OHS by Factories S Boilers Inspection, Rajasthan Government

8. Certificate of Appreciation for good practices in safety system in 10^th FICCI Award for Excellence in safety system by the Federation of Indian Chambers of Commerce and Industry (FICCI).

9. Horticulture Development Award by the Green Maple Foundation.

10. The CEE 3^rd National Energy Efficiency Award 2023 by the Council of Enviro Excellence.

11. Platinum Award in the power generation sector for outstanding achievement in Occupational Health and Safety by the Sustainability Development Foundation.

RATNAGIRI PLANT

1. I nternational Safety Award - Merit Category by British Safety Council (BSC).

2. '' Par Excellenceâ awards at the 9^th National Conclave on 5S.

3. Runner Up Award in the Best Operating Thermal Power Plant Category by IPPAI (Independent Power Producer Association of India).

4. Gold award at CCQC 2023, Pune chapter.

5. Four Gold and one Silver award in ICQCC, China chapter.

6. 10^th FICCI Award in Excellence in Safety System.

VIJAYANAGAR PLANT

1. Mission Energy - Water Conservation Award.

2. Green Maple Foundation - Green Feather Environment award - Diamond Category.

3. British Safety Council - ''Five Star Ratingâ for Excellence in Occupational Health S Safety.

4. Council of Enviro Excellence - Energy Efficency - Winner '' Operational Excellenceâ.

5. Exceed Energy Efficiency - Platinum Award.

6. Exceed Water conservation - Gold Award.

7. CII - Energy Efficient Unit Award.

8. Society of Energy Engineers S Managers (SEEM) - Energy Efficiency Platinum Award.

9. Green Maple Foundation - ''Wellness at Workâ - Diamond Award.

10. British Safety Council - ''Sword of Honorâ Award for Excellence in Safety.

11. (CII) DX Digital Transformation Award for ''Best Practice in Digital Transformationâ.

12. Council of Enviro Excellence - Best Energy Efficient Award.

13. EXCEED Safety Awards - GOLD Award for ''Excellence in Safetyâ.

14. IPPAI - Winner - Innovation Category - "Digital Monitoring of Auxiliary Consumption and Heat Rate".

15. ISO Convention - 1^st Prize in TOPS Convention by Indian Society for Quality.

16. TQM (Total Quality Management) - 5 Gold and 1 Platinum in TQM Summit and qualified for ICQC.

HYDRO PLANT

1. Grow Care India Occupational Health S Safety Platinum Award 2023.

2. EKDKN - Platinum award for Excellence in Occupation Health S Safety by Sustainable Development Foundation.

17. Disclosures related to Policies

A. Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

I n terms thereof, the size and composition of the Board should have:

â¢ an optimum mix of qualifications, skills, gender and experience as identified by the Board from time to time;

â¢ an optimum mix of Executive, Non-Executive and Independent Directors;

â¢ minimum six number of Directors or such minimum number as may be required by the Listing Regulations and / or by the Act or as per Articles;

â¢ maximum number of Directors as may be permitted by the Listing Regulations and / or by the Act or as per Articles; and

â¢ at least one Independent Woman Director.

While recommending a candidate for appointment, the Compensation and Nomination S Remuneration Committee shall assess the appointee against a range of criteria including qualifications, age, experience, positive attributes, independence, relationship, gender diversity, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, skills and competencies without any discrimination on the basis of religion, caste, creed or gender.

B. Remuneration Policy

The Company regards its employees as the most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is therefore based on the nature of job, as well as skill and knowledge required to perform the given job in order to achieve the Companyâs overall objectives.

The Company has devised a policy relating to the remuneration of Directors, KMPs and senior management employees with the following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance.

The Remuneration Policy balances fixed and variable pay and short and long-term performance objectives.

The Remuneration Policy of the Company is available on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

C. Corporate Social Responsibility Policy

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and the CSR Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. CSR activities are undertaken in accordance with the said Policy.

The Company undertakes CSR activities through the JSW Foundation, and is committed to allocating at least 2% of the average net profit of the last 3 years. The Company gives preference to the local areas in which it operates for taking up CSR initiatives.

The CSR Policy of the Company is available on the website of the Company at https:// www. jsw.in/investors/energy/jsw-energy-corporategovernance-policies.

During the year under review, the Company has spent through the JSW Foundation the entire mandated amount of '' 12.37 crores ('' 32.47 crores on a consolidated basis).

Please refer to the Management Discussion and Analysis section of this Report for further details. The Annual Report on CSR activities is annexed as Annexure B and forms a part of this Report.

D. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a ''Whistle Blower Policy and Vigil Mechanismâ.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management their concerns about unethical behaviour, actual or suspected, fraud or violation of the Companyâs Code of Conduct.

The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. The Whistle Blower Policy and Vigil Mechanism is available on the website of the Company at https://www. jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

E. Risk Management Policy

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013, and the Listing Regulations.

The Company recognises that all emerging and identified risks need to be managed and mitigated to -

â¢ Protect its shareholder''s and other stakeholder''s interests;

â¢ Achieve its business objectives; and

â¢ Enable sustainable growth.

The Company follows the Committee of Sponsoring Organisations (COSO) framework of Enterprise Risk Management (ERM) to identify, classify, communicate, respond to risks and opportunities based on probability, frequency, impact, exposure and resultant vulnerability.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company has constituted a sub-committee of Directors called the Risk Management Committee to oversee the Enterprise Risk Management framework. The Risk Management Committee periodically reviews the framework including cyber security, high risks items, mitigation plans and opportunities which are emerging or where the impact is substantially changing.

There are no risks which, in the opinion of the Board, threaten the existence of the Company. Key risks of the Company and response strategies are set out in the Management Discussion and Analysis section which forms a part of this Annual Report.

F. Policy for Annual Performance Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non - Executive Directors and the Executive Directors on the basis of the criteria specified in this Policy, evaluation of the performance of Individual Directors, Independent Directors, its own performance and that of the working of its Committees during the financial year 2023-24 was carried out by the Board.

G. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

Accordingly, JSW Hydro Energy Limited, JSW Energy (Barmer) Limited and JSW Neo Energy Limited have been determined as the material subsidiaries of the Company during the financial year 2023-24.

The Policy may be accessed on the website of the Company at https://www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

H. Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy which provides:

a. the circumstances under which shareholders may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. the internal and external factors that shall be considered for declaration of dividend;

d. manner as to how the retained earnings shall be utilized.

During the year under review, the Dividend Distribution Policy was reviewed by the Board to ensure its continued relevance. The Policy is available on the website of the Company at the link: https://www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies.

18. Corporate Governance Report

19. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report along with the report on assurance of the BRSR Core, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes for the financial year ended 31^st March, 2024 forms a part of this Annual Report and is available on the website of the Company at www.jsw.in/investors/ energy.

20. Directors and Key Managerial Personnel

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, none of the managerial personnel i.e. the Managing Director and Whole-time Directors of the Company were in receipt of remuneration / commission from the subsidiary companies.

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance/ developments are sent to the Directors. The brief details of the familiarisation programme are put up on the website of the Company at https://www. jsw.in/investors/energy/jsw-energy-corporate governance-policies.

Resignation / Cessation

During the year under review, no Independent Director resigned before the expiry of his / her tenure. Mr. Prashant Jain resigned as the Joint Managing Director & CEO and Key Managerial Personnel of the Company with effect from 1^st February, 2024.

Appointment / Re-appointment

Based on the recommendation of the Compensation and Nomination & Remuneration Committee (CNRC), the Board of Directors, taking into account his integrity, expertise and experience, appointed Mr. Rajiv J. Chaudhri (DIN: 10134162) as an Additional Director and an Independent Director for a term of 3 consecutive years with effect from 14^th July, 2023, subject to the approval of the Members of the Company. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 31^st August, 2023.

Based on the recommendation of the CNRC, the Board of Directors, taking into account his expertise and experience, appointed Mr. Sharad Mahendra (DIN: 02100401) as an Additional Director and a Whole-time Director for a term of 5 consecutive years with effect from 1^st December, 2023, and as the Joint Managing Director & CEO as well as a Key Managerial Personnel with effect from 1^st February, 2024, subject to the approval of the Members of the Company. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 23^rd February, 2024.

Based on the recommendation of the CNRC, the Board of Directors, taking into account his expertise and experience, appointed Mr. Ashok Ramachandran (DIN: 08364598) as an Additional Director and a Whole-time Director designated as Whole-time Director & COO for a term of 5 consecutive years, subject to the approval of the Members of the Company as well as a Key Managerial Personnel from 23^rd January, 2024. Members approved the above appointment through a Resolution passed by Postal Ballot with requisite majority on 23^rd February, 2024.

There were no other changes in the Key Managerial Personnel during the financial year 2023-24.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Parth Jindal (DIN: 06404506) retires as a Director by rotation at the forthcoming 30^th Annual General Meeting and, being eligible, has offered himself for re-appointment.

Necessary Resolution for approval of the reappointment of Mr. Parth JIndal has been included in the Notice of the forthcoming 30^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Profile of Mr. Parth Jindal and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 30^th Annual General Meeting.

21. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) i n preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(d) the Directors have prepared the annual accounts for the year under review, on a ''going concernâ basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Committees of the Board

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

23. Meetings of the Board

During the year under review, the Board of Directors met 6 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Annual Report.

24. Auditors and Reports

a. Statutory Auditor

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Companies Act, 2013 and the Rules made thereunder, Deloitte Haskins S Sells LLP, Chartered Accountants, Mumbai, were re-appointed as the Statutory

Auditor of the Company by the Members of the Company at the Annual General Meeting held on 14^th June, 2022, from the conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

b. Cost Auditor

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, Kishore Bhatia S Associates, Cost Accountants conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed Kishore Bhatia S Associates, Cost Accountants, to audit the cost records of the Company for the financial year 2024-25.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to Kishore Bhatia S Associates, Cost Accountants, for the audit of cost records of the Company for the financial year 2024-25, has been included in the Notice of the forthcoming 30^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

c. Secretarial Auditor

The Board appointed Ashish Bhatt S Associates, Company Secretaries, to carry out secretarial audit for the financial year 2023-24.

The Secretarial Audit Report issued by Ashish Bhatt S Associates, Company Secretaries, for the financial year 2023-24 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments

from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure C to this Report.

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. JSW Hydro Energy Limited (JSWHEL), JSW Energy (Barmer) Limited (JSWEBL) and JSW Neo Energy Limited (JSWNEL) are material subsidiaries of the Company pursuant to the Regulation 16(1) (c) of the Listing Regulations.

Accordingly, Ashish Bhatt & Associates, Company Secretaries, carried out the secretarial audit for JSWEBL, JSWHEL and JSWNEL for the financial year 2023-24. These Secretarial Audit Reports do not contain any observation or qualification. The respective reports in Form MR-3 are annexed as Annexure C1, C2 and C3 respectively to this Report.

25. Compliance with Secretarial Standards

During the year under review, the Company has complied with the Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

26. Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this Report.

27. Significant and Material Orders passed by Regulators or Courts or Tribunals

No orders have been passed by any Regulator or Court or Tribunal which can have a significant impact on the going concern, status and the Companyâs operations in future.

28. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2024, is available on the website of the Company at https://www.jsw.in/investors/energy/ annual-return.

29. Environmental Norms

The Ministry of Environment, Forest and Climate Change (MoEF & CC) had, in December 2015, revised environment emission norms prescribing more stringent emission limits for operating as well as under development power plants in the country with respect to particulate matter, sulphur dioxide (SO2) & nitrogen dioxide (NO2).

As a responsible corporate and to maintain the best environmental operating standards, the Company has deployed state-of-the-art technology to prevent / minimize pollution levels at all its power plants. The Companyâs Ratnagiri Units 1 to 4 of 300 MW capacity, are in compliance with all revised emission norms prescribed by MoEF & CC. High efficiency ESP & Low NOX burners have been installed since inception. Also Flue Gas Desulphurization units have been installed as per directives from MoEF & CC.

JSW Energy (Barmer) Limitedâs Units 1 to 8 of 135 MW capacity, are CFBC based and are in compliance with SO2 emission norms prescribed by MoEF & CC. In order to comply with Suspended Particulate Matter norms, modifications in the Electrostatic Precipitator have been done in Units 1 to 7 and modification works are left only in Unit 8 which shall be completed as per the maintenance shut down schedule well within the stipulated time frame. The Companyâs Toranagallu Units 2 X 130 MW, are already in compliance with all revised emission norms. Work is in progress to bring the other operating units within the compliance limits in the stipulated time frame.

30. Reporting of frauds

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(A) Conservation of Energy

(i) The steps taken for energy conservation are

as below:

Vijayanagar Plant

APC Optimization Projects:

1. VFD Installation in SBU2 HFO pump-A has given a saving of 8 kW.

2. VFD Installation in SBU2 LDO pump-A has given a saving of 4 kW.

3. SBU2 U1 CW pump-A overhaul has given a saving of 69 kW.

4. SBU2 U1 TG overhaul has optimized feed water flow which has given a saving of 667 kW in BFP power consumption.

5. SBU2 U1 ash handling compressor outlet pressure optimization has given a saving of 17 kW.

6. Stopping of first field hopper heaters in SBU2 units has given a saving of 46 kW.

7. Adjusting auto cut-in & cut-out

temperature set points of hopper heaters in SBU2 units has given a saving of 19 kW.

8. Stopping Silo blowers when ash

conveying has given a saving of 8 kW in SBU2 units.

9. Stopping ESP blowers when ash

conveying has given a saving of 4.97 kW in SBU2 units.

10. SBU1 PA fan outlet header pressure optimization from 850 mm WC to 780 mm WC has given a saving of 42 kW.

11. Stopping of idle lube oil pumps in SBU2 unitsâ mills has given a power saving of 7 kW.

12. Clearing of SBU1 U1 seal air fan choking in unit running condition has given a power saving of 128 kW.

Heat Rate Optimization Projects:

1. SBU2 U1 GHR has improved by 41 kCal/ kWh after capital overhaul.

a. SBU2 U1 CW pump overhaul and condenser cleaning has improved vacuum by 0.83 kPa which has resulted in savings of 11.58 kCal/ kWh.

b. SBU2 U1 APH baskets replacement during capital overhaul has saved

25.22 kCal/kWh by reducing air temperature at APH outlet by 22Â°C from 162Â°C to 140Â°C.

2. 949 kg/h steam saved by reducing

steam loss through flash tank venting at SBU2 VAM discharge.

Ratnagiri Plant

1. De-staging of 4 boiler feed pumps has resulted in saving of 1012 kWh auxiliary power consumption at full load.

2. De-staging of 2 condensate extraction pumps has resulted in saving of 217 kWh auxiliary power consumption at full load.

3. Energy efficient coating of 2 pf CW pumps has resulted in saving of 70 kWh auxiliary power consumption at full load.

4. Replacement of primary air fan suction baffles, resulted in saving of 244 kWh auxiliary power consumption

5. U#1 & 3 HP exhaust dump valve replaced with new design valve, resulted in benefit of heat rate by 2 kcal.

6. The day average water consumption reduced to / by 500 M3/day by various initiatives of recollection of Steam and Water Analysis System (SWAS) water & lubrication water for cooling water system

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar Plant

In both SBU-1 (2 X 130 MW) and SBU-2 (2 X 300 MW) units, waste gases from blast furnace and other steel process plants of JSW Steel are being utilized as fuel which has led to 2.03 Lakh MT displacement of coal.

Implementation of flexibilization to accommodate 225 MW solar power for production of steel leading to emission reduction of 4,56,781 tCO2e.

Ratnagiri Plant

The Company has built a number of check dams to conserve the rain water. It has resulted in a saving of 2.35 Lakh M3 of surface water till date and also resulted in savings of pumping power of approximately 150 KW per hour.

(iii) Capital investment on energy conservation equipment:

Vijayanagar Plant

1. SBU2 U1 TG Overhaul: 481.72 lacs

2. SBU2 U1 APH Baskets replacement: Material: 328.05 lacs, Services: 50.59 lacs.

3. SBU2 U1 CW pumps overhaul: 24.53 lacs

Ratnagiri Plant

1. De-staging of BFP in two units to save the auxiliary power consumption, '' 3.01 crores.

(B) Technology absorption

(i) The efforts made towards technology absorption are provided below -

Vijayanagar Plant

1. Company invested substantially in digitization to achieve improvements in heat rate and auxiliary power consumption

â¢ OSI PI digital dash boards for monitoring and reduction of controllable losses and improvement in heat rate and auxiliary power consumption.

â¢ Heat rate improvement by smart soot blowing by adopting Artificial Intelligence technology.

â¢ IIOT based fault detection system for critical equipment in the plant.

2. APH 1A and 1B complete basket replacement done with new profile basket (DN8) supplied by Arvos Ljungstorm. APH flue gas exit temperature got reduced from 162Â°C to 140Â°C and improved the boiler efficiency by 1%.

Ratnagiri Plant

1. Lube oil flushing time optimized by 12 hrs during capital overhauling, by installing new design three stage filtration skid instead of single stage filtration skid.

2. Condenser tubes eddy current testing method developed to avoid the failure of the tubes.

3. DCS control system network switches has been upgraded in view of the cyber security compliance.

4. Upgradation of Supervisory Control S Data Acquisition (SCADA) system, Continuous Emission Monitoring System (CEMS) Controller S HMI Station with latest version to enhance the cyber security compliance S system reliability.

5. Performance dash board has been developed by using PI server connectivity DMZ system to Vijayanagar server for centralized monitoring and analysis.

6. Upgradation of the fire alarm system with enhanced features and brought under centralised control monitoring system.

7. Enhancing the mean time to failure of bottom ash conveying System from 1 to 5 years by replacing the new design of post cooler idlers.

8. As a part of digitisation drive, Advanced Process Control logic has been carried out in Unit-4 on pilot-run and in result monitoring stage.

9. Recycling legacy ash and bottom ash under zero waste approach to generate value added product by in house developed technology.

10. Technology has been developed to fill the 45000 MT of fly ash, and executed two export consignment in FY24.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

Vijayanagar Plant

1. Coal Mill 1D vane wheel replaced with AIA supplied airport ring assembly and rejects reduced drastically (from 106 Kg/h to 2.6Kg/h.) Specific power consumption got reduced from 9.28 to 8.69 KWH/Ton. Achieved a monetary benefit of 18.43 Lakhs per Mill/ year.

2. Innovative cleaning of oil nozzles within Mill-3C''s gearbox reduced Mean Time to Repair (MTTR) from 160 to 8 hours, averting gearbox replacement and emphasizing meticulous maintenance''s impact on equipment reliability and downtime minimization.

3. SBU1 Mill-1 C Journal assembly Trunnion Bushes were not available in stock which would have led to non-availability of coal mill. It was fabricated in house for the first by a creative and innovative idea of sandwiching bushes and gaskets and cold pressing with a jack. Spares cost of '' 1 Lakh saved.

4. For safe removal of spillage coal trolley arrangement made in SBU-2 bunker floor to avoid manpower getting trapped in conveyor during online housekeeping of spilled coal.

5. DCC breakdown was happening frequently due to clinker getting stuck between guide wheel S chain. DCC Guide Wheel guard fabrication S Installation completed in all 4 units of DCC. After modification DCC breakdowns reduced from 24 to 2 incidents.

6. To avoid Corex bellow damage in SBU-1 Corex system new Drain pipe line is erected and connected to seal pot to avoid any water accumulation.

7. PA Fan 2A shaft locking arrangement to avoid reverse rotation of fan during standby. Unsafe condition during PA fan shaft locking is eliminated. PA fan can be started S stopped frequently without any delay as per load schedule.

8. Mill 2B S 2C inerting line modification done for easy access of JCB to remove mill rejects. Eliminated the potential of musculoskeletal diseases of mill rejects handling manpower.

9. SBU-2 VAM steam traps and condensate line MIV found passing which is affecting the VAM performance and also leading to steam loss. All passing steam traps and MIV replaced and eliminated the steam loss and avoided potential loss of 56.4 lakhs.

10. Overhauling of cooling pond pump-A, installation of recirculation line to reduce header pressure, replacement of leak-prone areas with SS pipeline, and installation of isolation valve for individual unit maintenance improved the availability of the cooling pond system.

11. I nserting steam line provided in all coal mill pyrite hoppers to avoid fire and improved availability of coal mill.

12. Availability MTBF of coal mills has doubled through the installation of additional hardfaced wear plates on scraper.

13. Coal mills hot air duct area fire hazard eliminated by covering ducts with used conveyor belts to avoid coal falling on hot air ducts.

14. Safety of coal mills work at height activities has been reinforced by adding a toe guard to the mill platform, previously unavailable.

15. To address corrosive RO permeate water, UPVC pipes were initially chosen for a 1400-meter pipeline, leading to frequent failures and inability to commission the DM Plant; however, after implementing a SS Bellow Hose and other modifications, achieving a design flow of 120 M3/Hr and 100% reliability while saving significant water volumes of approx. 12000 M3/month. (144000M3/Year).

16. Despite initial challenges and the absence of prior similar endeavours in India, successful in-situ repair of worn-out main steam pipe seal ring portions in SBU2 U1 HIP outer casing was achieved during capital overhaul, setting a benchmark for the teamâs capability in conducting such repairs for turbine parts.

17. Despite initial difficulties, the exact leakage source of the SBU2 U1 Generator Stator cooling water was successfully pinpointed, leading to significant cost savings of approx. 10 lacs by locally fabricating stainless-steel bellows instead of purchasing it from the OEM.

18. Successfully addressing the SBU2 U1 generator hydrogen leakage involved machining a new seal ring to match onsite conditions, identifying the leak as part of a stator water leak, and conducting a pneumatic test to ensure the integrity of the Generator CC bolts, resulting in reduced hydrogen consumption.

19. BCN-2A hydraulic brake system commissioned and conveyor travel distance reduced from 30 meter to 5 meter after stopping/tripping of conveyor. This eliminates potential injury to workers in case a need for emergency stoppage of conveyor.

20. Installation of Safe Load Indicators in mobile cranes prevents overloading by locking the boom movement when lifting loads exceeding the rated capacity, enhancing safety for operators and surrounding personnel.

21. Elimination of Li-Br contamination and performance improvement of VAM machine carried out by installation of in house fabricated magnetic filter.

22. I ntroduced tractors monitoring system to ensure the healthiness of housekeeping vendorâs tractors by ensuring all tractors are inspected by respective area engineers along with vendorâs supervisor.

23. 220kV transmission line tower heightening work done for railway line electrification.

24. 220kV transmission line brought inside the plant on emergency rescue system (ERS) during the transmission line tower heightening work project.

25. 33kV power cable rerouting work done for the hot metal track of JVML Project- GC customer.

Ratnagiri Plant

1. By reducing the auxiliary power consumption, resulted in saving of approx. 13.5 Mus and monetary benefit of approx. 6.5 Cr/annum.

2. DCS controller and ESP electronics cards repaired through developed vendor, resultant cost saving is 2.9 Cr. and availability of controller enhanced.

3. Following modifications are carried out in system for improvement in reliability and safety:

a) Primary frequency response test as per IEGC 2023 for power plant have been successfully completed S accordingly logic have been implemented.

b) BFP double backup logic implemented to enhance the BFP availability during partial load operation.

c) Common Unit Switchgear breakers remote operation from the respective units for ease of operation.

d) LDO Tanker unloading earthing system safety enhanced by introducing the RTR (Road Tanker Recognition) system with protection and remote monitoring.

e) Motor Current Signature Analysis (MCSA) Test carried out for all HT motors to know the healthiness and avoid the premature failures and improve the reliability.

f) New Battery Bank 16TBS2100 installed in Unit Battery Bank for the system reliability.

g) Installed Auto Changeover Switches in VFD AC PDBâs for the equipment availability.

h) Making compost manure using tree leaves and tree branches in the plant area for fertilizer.

(iii) I n case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil.

(iv) The expenditure incurred on Research and Development: The Company did not carry out any core R S D work during the financial year 2023-24.

(v) Future Plans:

Vijayanagar Plant

1. Replacement of APH baskets in SBU-2 Unit-1 for Boiler efficiency improvement S APC reduction.

2. Reduction of controllable losses by installation of PID controller through digitization.

3. I nstallation of advance AI/ML based digital technology for improving plant performance.

Ratnagiri Plant

1. Main Plant Control system-DCS upgradation.

2. I nstallation of control switching device for 400 KV Breaker to avoid the downstream failure of the cables.

3. Enhancing the efficiency of the main plant compressor system by installing the standalone cooling water system.

4. Replacement of HVAC chiller unit with energy efficient chiller of COP 5.5 kw.

5. Cooling tower efficiency S reliability improvement by replacing energy efficient fans S gear box.

6. Energy efficient coating for cooling water pumps.

7. To minimise the dependency of raw water by installing the sea water-based RO plant along with reservoir.

8. AI ML based video analytics for safety surveillance system and AR/VR for safety training.

9. Super heater De-superheating line modification to optimize the heat rate.

10. To improve the reliability of the cooling water system by provision alternate lube water system.

(C) Foreign exchange earnings and outgo

The foreign exchange inflow of the Company for the year under review amounted to '' 1.93 crores and outflow amounted to '' 2,167.14 crores.

32. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

33. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013, the Company has enacted a Policy and duly constituted Internal Complaints Committees across locations. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organisation on a continuous basis. During the year under review, a complaint was received by the Company, and on further investigation by the Internal Complaints Committee, and after examination of the evidences and deposition of the complainant and the respondent, it was concluded that the complaint did not pertain to sexual harassment.

34. IBC Code & One-time Settlement

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

35. Acknowledgements

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, debenture holders, shareholders and all other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.

Mar 31, 2021

Your Directors are pleased to present the 27^th Annual Report and the audited Financial Statement of the Company for the year ended 31^st March, 2021.

1. Financial performance

The financial performance of the Company for the year ended 31^st March, 2021, is summarized as below:

('' in crore)
Particulars	Standalone		Consolidated
Particulars	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
Total Income	2,959.94	4,511.89	7,159.65	8,559.69
Profit before Interest, Depreciation, Tax and Exceptional Items	875.91	1,092.07	3,144.03	3,243.84
Finance Cost	210.10	321.95	895.65	1,051.07
Depreciation and Amortisation Expense	358.07	369.27	1,166.94	1,168.05
Share of Profit of an Associate / Joint Venture	-	-	17.15	28.04
Exceptional Items (Gain)	-	23.02	-	61.46
Profit before Tax	307.74	423.87	1,098.59	1,114.22
Tax Expense	(121.56)	73.94	(275.91)	(33.04)
Profit for the year attributable to: Owners of the Company	186.18	497.81	795.48	1,099.92
Profit for the year attributable to: Non-controlling interest in the Company	-	-	27.20	(18.74)
Other Comprehensive Income (attributable to Owners of the Company)	2,208.00	(1,075.85)	2,227.29	(1,088.18)
Other Comprehensive Income (attributable to Non-controlling interest in the Company)	-	-	(12.08)	6.93
Total Comprehensive Income (attributable to Owners of the Company)	2,394.18	(578.04)	3,022.77	11.74
Total Comprehensive Income (attributable to Non-controlling interest in the Company)	-	-	15.12	(11.81)

2. Result of operations and the state of affairs: Standalone

Total revenue of the Company for fiscal 2021 stood at ''2,959.94 crore as against ''4,511.89 crore for fiscal 2020, showing a decrease of 34.40%.

EBIDTA for fiscal 2021 stood at ''875.91 crore as against ''1,092.07 crore for fiscal 2020, showing a decrease of 19.79%.

Profit after tax for fiscal 2021 stood at '' 186.18 crore as against '' 497.81 crore for fiscal 2020 showing a decrease of 62.60%.

Net worth increased to '' 11,632.34 crore at the end of fiscal 2021 from ''9,400.20 crore at the end of fiscal 2020. The increase in Net worth is due to profit for the year and increase in value of listed equity investments through other comprehensive income.

Net debt gearing stood at 0.12 times as at the end of fiscal 2021 compared to 0.19 times as at the end of fiscal 2020.

Consolidated

Revenue for fiscal 2021 stood at ''7,159.65 crore as against ''8,559.69 crore for fiscal 2020, showing a decrease of 16.36%.

EBIDTA (before exceptional items) for fiscal 2021 stood at ''3,144.03 crore as against ''3,243.84 crore for fiscal 2020, showing a decrease of 3.08%.

Profit after tax for fiscal 2021 stood at ''795.48 crore as against ''1,099.92 crore for fiscal 2020 showing a decrease of 27.68%.

Net worth increased to ''14,507.00 crore in fiscal 2021 from ''11,645.62 crore at the end of fiscal 2020. The increase in Net worth is due to profit during the year and increase in value of listed equity investments through other comprehensive income.

Net debt gearing stood at 0.43 times as at end of fiscal 2021 compared to 0.77 times in fiscal 2020.

Effects of COVID-19 on the business of the Company

The ongoing COVID-19 related issues and the consequent lock-down of all non-essential services led to a significant disruption in the economic activity in the country. The disruption in the supply chain and logistics and the imposition of travel restrictions impacted the supply of key inputs to the power sector, and have also led to disruptions in billing and collections at the discom level.

However, being an essential service, the supply of power continues uninterrupted albeit at lower PLFs throughout the country.

Despite the COVID-19 situation, the Company''s plant operations continue to run smoothly, while ensuring adherence to necessary safety measures. Further, as the majority of our capacity is tied-up under long-term PPAs with two-part tariff, we will continue to receive fixed capacity charges based on availability which should largely insulate us against any major swings in profitability. There may be a temporary impact on our cash flows due to moderation in the collection levels at Discoms, which we should be able to tide over through our prudent liquidity management framework.

Please refer to the Management Discussion and Analysis section which forms a part of this Annual Report for details of the performance and operations review & impact of COVID-19 on the business of the Company and the Company''s strategies for growth.

3. Transfer to Reserves

The Company does not propose to transfer any amount (previous year NIL) to the Debenture Redemption Reserve from Surplus. An amount of ''4,230.20 crore (previous year ''4,109.26 crore) is proposed to be held as Retained Earnings.

4. Dividend

Your Directors have recommended a dividend of ''2 (20%) per share for the Financial year 2020-21 [''1 (10%) per share in the previous year], for the approval of the Members at the ensuing 27^th Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy.

5. Financial Statement

6. Integrated Report

The Company is pleased to present the Integrated Report for the year ended 31^st March, 2021, highlighting the Company''s commitment to sustainable value creation while balancing utilisation of natural resources and social development in its business decisions.

7. Subsidiaries, Associates and Joint Ventures

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2021 in the prescribed format AOC-1 is attached as Annexure A to the Consolidated Financial Statement of the Company and forms a part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statement and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company at www.jsw.in/investors/energy.

During the year, Yomhlaba Coal Proprietary Limited and Jigmining Operations No.1 Proprietary Limited ceased to be subsidiaries of the Company upon their deregistration with effect from 27^th August, 2020. Other than the above, no company has ceased to be a subsidiary, associate or joint venture of the Company during the year under review.

Domestic Subsidiaries

A. JSW Energy (Barmer) Limited (JSWEBL)

JSWEBL is a wholly owned subsidiary of the Company. The Company has invested ''1,726.05 crore as equity in JSWEBL as at 31^st March, 2021.

The power plant was commissioned in the Financial Year 2012-13 and comprises of eight lignite-based units of 135 MW each aggregating to 1,080 MW.

JSWEBL sources lignite from Barmer Lignite Mining Company Limited, and sells the entire power generated to the Rajasthan Distribution Companies (''Discoms'') under a 30-year Power Purchase Agreement.

During the year, JSWEBL achieved a Deemed Plant Load Factor of 82.14% (previous year 82.34%) and a Plant Load Factor of 74.26% (previous year 61.93%) with a gross generation of 7,026 million units (previous year 5,875 million units). It''s net generation (after auxiliary consumption) of 6,369 million units (previous year 5,277 million units) was sold to Discoms generating a total revenue of '' 2,744.45 crore (previous year ''2,658.93 crore) and a profit after tax of ''421.67 crore (previous year ''385.75 crore) on a standalone basis and a profit after tax of ''438.82 crore (previous year ''413.79 crore) on a consolidated basis during the Financial Year 2020-21.

The tariff charged by JSWEBL is governed by Section 62 of the Electricity Act, 2003 and determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission (''RERC''). RERC has granted an Interim Tariff based on which JSWEBL has continued to raise bills and recognise revenue in its books.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL is a 51:49 joint venture between Rajasthan State Mines and Minerals Limited (RSMML), a Government of Rajasthan enterprise and JSW Energy (Barmer) Limited. JSWEBL has invested equity of ''9.80 crore in BLMCL besides providing unsecured subordinate debt of ''567.64 crore, as on 31^st March, 2021.

BLMCL was set up to develop lignite mines in two contiguous blocks viz., Kapurdi and Jalipa in the District of Barmer in Rajasthan.

BLMCL has incurred project cost of ''2,299.25 crore as at 31^st March, 2021, which is subject to audit.

BLMCL achieved production of 4.50 million tonnes of lignite from Kapurdi Mines and 1.52 million tonnes of lignite from Jalipa Mines in the Financial Year 20202021. BLMCL supplied its entire lignite production to meet the total fuel requirement of JSWEBL''s power plant.

The transfer price of lignite is determined by Rajasthan Electricity Regulatory Commission (RERC). While the final transfer price is yet to be approved, RERC has granted an Interim transfer price based on which BLMCL has continued to raise bills and recognise revenue in its books.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC is a wholly owned subsidiary of the Company. JSWPTC has been facilitating the Group companies by supplying power from their plants directly to the utilities / industry under spot / term agreements. JSWPTC achieved a total trading volume of 602 million units (previous year 718 million units) generating a total revenue of ''1.75 crore (previous year ''310.97 crore) with profit after tax of ''0.46 crore (previous year loss after tax of ''0.90 crore).

JSWPTC is a member of Power Exchange of India Limited as well as Indian Energy Exchange Limited.

C. Jaigad PowerTransco Limited (JPTL)

JPTL is a 74:26 joint venture between the Company and Maharashtra State Electricity Transmission Company Limited, a Government of Maharashtra enterprise. The Company has invested ''101.75 crore as equity in JPTL as at 31^st March, 2021.

JPTL has been set up under the Public Private Partnership (PPP) model for development of the transmission system as an integral part of Intra-State transmission system aimed at evacuation of power generated from the Company''s 1,200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL has been granted transmission license to establish, maintain and operate the transmission system for 25 years by Maharashtra Electricity Regulatory Commission (MERC) and has complied with all regulatory requirements under the same during the financial year under consideration.

JPTL maintained a high availability of the transmission system at 99.77% (previous year 99.58%) during the Financial Year 2020-21, generating a total revenue of '' 73.13 crore (previous year ''81.95 crore) and a net profit after tax of ''25.16 crore (previous year ''28.14 crore).

D. JSW Hydro Energy Limited (JSWHEL)

JSWHEL is a wholly owned subsidiary of the Company. The Company has invested ''1,250.05 crore as equity in JSWHEL as at 31^st March, 2021.

JSWHEL owns two hydroelectric plants in the State of Himachal Pradesh at Karcham Wangtoo and Baspa.

Karcham Wangtoo Plant

The Karcham Wangtoo plant is a 1,000 MW (4X250 MW) run of the river hydro-electric power plant located on river Sutlej in District Kinnaur of Himachal Pradesh. It has an in-built capacity of 1,091 MW with 10% overload and design energy of 4,131 million units for 1,000 MW capacity.

In April 2021, the Central Electricity Authority has given approval to uprate the capacity of Karcham Wangtoo plant from 1,000 MW to 1,091 MW in two stages i.e. 1,000 MW to 1,045 MW (with 10% continuous overload) in the first stage for two monsoon seasons and to 1,091 MW (with 10% continuous overload) thereafter. This capacity uprating by 9% to 1,091 MW entails no additional capital expenditure. Further, necessary approvals required from other authorities for the capacity uprating have since been received. JSWHEL has a Power Purchase Agreement through PTC India Limited for the entire 880 MW saleable capacity of the Karcham plant, net of 12% free power to Government of Himachal Pradesh (GoHP), with various distribution utilities like Haryana, Uttar Pradesh, Punjab and Rajasthan on long term basis valid till 13^th September, 2046.

During the year ended 31^st March, 2021, the Karcham Wangtoo plant achieved a Plant Load Factor of 49.79% with gross generation of 4,361.40 million units and net generation of 3,812.50 million units after adjusting auxiliary consumption and 12% free power supply to GoHP.

The plant generated a total revenue of ''983.35 crore (previous year ''1,047.06 crore) during the Financial Year 2020-21.

Baspa Plant

The Baspa plant is a 300 MW (3X100 MW) run of the river hydro-electric power plant located on the river Baspa, a tributary of river Sutlej in District Kinnaur, Himachal Pradesh with a design energy of 1,213 million units.

JSWHEL has a Power Purchase Agreement for the entire 264 MW saleable capacity of the Baspa plant, net of 12% free power to GoHP with Himachal Pradesh State Electricity Board Limited valid till 7^th June, 2043.

During the year ended 31^st March, 2021, the Baspa plant achieved a Plant Load Factor of 49.89% with gross generation of 1,311.14 million units and net generation of 1,140.91 million units after adjusting auxiliary consumption and 12% free power supply to GoHP.

The plant generated a total revenue of ''239.26 crore (previous year ''216.63 crore) during the Financial Year 2020-21.

JSW Energy (Kutehr) Limited (JSWEKL)

JSWEKL is a wholly owned subsidiary of JSWHEL and is a step down subsidiary of the Company. JSWHEL has invested ''454.15 crore as equity contribution in JSWEKL as at 31^st March, 2021.

JSWEKL has resumed construction activities of the 240 MW Kutehr hydropower project during the year under review. All the six major contracts (2 civil packages, 1 hydro-mechanical, 1 electro-mechanical, 1 aqueduct works and 1 design & engineering) have been awarded.

Status of works as of 31^st March, 2021 is as furnished below:

â¢ About 89 % of Barrage excavation planned for this working season (Left Side) completed. Concreting in progress in Upstream Apron Floor and Barrage Control Block. Coffer Wall concreting also in progress.

â¢ Intake and Cut-n-cover excavation completed.

â¢ Excavation of both feeder Tunnels are in progress.

â¢ Excavation of De-Sanding Chamber-1&2 completed to the tune of 23% and 27% respectively. (DC-2) Central Gullet (290 m) completed.

â¢ Five out of six Construction Adits to Head Race Tunnel completed.

â¢ 22% excavation of Total Tunneling (4768 m/21216m) and 18 % of Head Race Tunnel excavation (2589m / 14538 m) completed.

â¢ Excavation of Main Access Tunnel (MAT), Construction Adit-cum-Cable tunnel (CACT) and Adit to Power House Crown completed.

â¢ Transmission Line Survey approved by Himachal Pradesh Power Transmission Corporation Limited (HPPTCL). Grant of Connectivity also received from HPPTCL during December, 2020. Tendering for erection activities of 400 KV Double Circuit LILO Transmission Line in progress.

Haryana Power Procurement Centre has shortlisted the Kutehr Project to supply 240 MW of power to Haryana after achieving COD. A Power Purchase Agreement shall be signed after due approval from Haryana Electricity Regulatory Commission.

E. JSW Energy (Raigarh) Limited (JERL)

JERL, is a wholly owned subsidiary of the Company. The Company has invested '' 115.23 crore as equity in JERL as at 31^st March, 2021.

JERL has been incorporated for setting up a coal based 1,320 MW power plant in Raigarh District, Chhattisgarh. A part of the land required for the project has already been acquired as also the environment clearance from the Ministry of Environment, Forest and Climate Change. JERL is yet to commence project construction activities.

F. JSW Future Energy Limited (JSWFEL) (formerly known as JSW Solar Limited)

JSWFEL is a wholly owned subsidiary of the Company incorporated on 1^st January, 2018. The Company has invested ''197.04 crore as equity in JSWFEL as at 31^stMarch, 2021.

JSWFEL was incorporated to grow the Company''s footprint in the renewable energy space as a measured step towards portfolio enhancement and diversification over the next few years. JSWFEL has set up 12 MW Solar Power Plants as EPC contractor for JSW Group companies spread across Rajasthan, Andhra Pradesh, West Bengal and Maharashtra. JSWFEL has been awarded 810 MW Blended Wind Capacity & 450 MW Wind Capacity under SECI Tranche IX & X tender respectively which would be developed through its wholly owned subsidiaries. Details of the same are as below.

SECI IX - Blended Wind Power Projects

JSWFEL has secured 810 MW Blended Wind Capacity under Tranche-IX auctions held by Solar Energy Corporation of India (SECI) at a competitive tariff of '' 3.00/KWh. The project is expected to be commissioned within 24 months from signing of Power Purchase Agreement. The Project would be developed by JSW Renew Energy Limited, a wholly owned subsidiary of JSWFEL.

SECI X - Wind Power Projects

JSWFEL has secured 450 MW Wind Capacity under Tranche- X auctions held by Solar Energy Corporation of India (SECI) at a competitive tariff of ''2.78/KWh. The power will be procured by Rajasthan Discoms. The project is expected to be commissioned within 18 months from signing of Power Purchase Agreement. The Project would be developed by JSW Renew Energy Two Limited, a wholly owned subsidiary of JSWFEL.

JSW Renewable Energy (Vijayanagar) Limited (JSWREVL)

JSWREVL is a wholly owned subsidiary of JSWFEL incorporated on 14^th January, 2020 JSWFEL has invested ''15.77 crore as equity in JSWREVL as at 31^stMarch, 2021. Accordingly, JSWREVL is a step down subsidiary of the Company.

JSWREVL was incorporated with the intent of setting up renewable energy projects for JSW Group companies under the group captive scheme in the States of Karnataka and Tamil Nadu.

JSWREVL is setting up 225 MW Solar and 600 MW wind power plants in the State of Karnataka and 38 MW wind power plant in the State of Tamil Nadu for JSW Group companies under the group captive scheme.

JSW Renew Energy Limited (JSWREL)

JSWREL is a wholly owned subsidiary of JSWFEL incorporated on 5^th March, 2020. JSWFEL has invested ''74.73 crore as equity in JSWREL as at 31^st March, 2021. Accordingly, JSWREL is a step down subsidiary of the Company.

JSWREL was incorporated for the purpose of setting up projects in the renewable energy space.

JSW Renewable Energy (Dolvi) Limited (JSWREDL)

JSWREDL is a wholly owned subsidiary of JSWFEL incorporated on 3^rd September, 2020. JSWFEL has invested '' 0.08 crore as equity in JSWREDL as at 31^st March, 2021. Accordingly, JSWREDL is a step down subsidiary of the Company.

JSWREDL was incorporated for the purpose of setting up renewable energy projects for JSW Group companies under the group captive scheme in the State of Maharashtra.

JSWREDL is setting up 95 MW wind power plants for JSW Group companies in the State of Maharashtra.

JSW Renew Energy Two Limited (JSWRETL)

JSWRETL is a wholly owned subsidiary of JSWFEL incorporated on 26^th March, 2021. Accordingly, JSWRETL is a step down subsidiary of the Company.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML is a wholly owned subsidiary of the Company incorporated in April, 2010 in Mauritius for overseas acquisition of coal assets. It has downstream investment of ''43.80 crore in 100% equity of JSW Energy Natural Resources South Africa (PTY) Limited and ''359.11 crore as loan as on 31^st March, 2021.

JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)

JSWENRSAL is a wholly owned subsidiary of JSWENRML. As on 31^st March, 2021, JSWENRSAL has invested ''25.28 crore in acquiring 100% equity of Royal Bafokeng Capital (Proprietary) Limited and ''7.74 crore in acquiring 100% equity of Mainsail Trading 55 Proprietary Limited.

Further, JSWENRSAL has invested an amount of ''6.39 crore in 10.97% equity of South African Coal Mining Holdings Limited (SACMH) and advanced ''332.60 crore as loan to SACMH and its subsidiaries as on 31^st March, 2021.

B. South African Coal Mining Holdings Limited (SACMH)

The Company has an effective shareholding of 69.44% in SACMH as at 31^st March, 2021. SACMH, together with its subsidiaries, owns a coal mine with more than 32 MT of resources, along with supporting infrastructure like coal washery, railway siding and equity investment based capacity allocation of 0.5 mtpa at Richards Bay Coal Terminal. While the mine is presently under care and maintenance pending receipt of requisite licences, SACMH uses its logistical and infrastructural assets to generate rental income to defray the costs incurred.

8. Joint Ventures and Other Investments

Toshiba JSW Power Systems Private Limited (Toshiba JSW)

Toshiba JSW, is a joint venture company with the Toshiba Group, Japan, formed for the purpose of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31^st March, 2021, Toshiba Group, Japan holds 94.11% and JSW Group holds 5.89% in Toshiba JSW.

The Company has invested ''100.23 crore in Toshiba JSW. The Company has been providing for its share of the losses of Toshiba JSW in its consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW. Toshiba JSW plans to continue its business by expanding the service businesses and increasing collaboration jobs for various projects of Toshiba, Japan.

Power Exchange of India Limited (PXIL)

The Company had invested ''1.25 crore in PXIL, a company promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL.

GMR Kamlanaga Energy Limited (GKEL) - Share Purchase Agreement

Due to elapsing of long stop date and continued uncertainty on account of COVID-19 pandemic, the Company and GMR Energy Limited have mutually decided to terminate the Share Purchase Agreement signed for acquiring 100% shares of GMR Kamlanaga Energy Limited (GKEL) which owns and operates a 1,050 MW (3 X 350 MW) thermal power plant in the State of Odisha.

Ind Barath Energy (Utkal) Limited - Resolution Plan

The Company has issued termination notice on account of occurrence of Material Adverse Change and has withdrawn its Resolution Plan for Ind Barath Energy (Utkal) Limited''s 2 X 350 MW thermal power plant in the State of Odisha. The matter is subjudice at the National Company Law Tribunal, Hyderabad bench.

Jaiprakash Power Ventures Limited (JPVL) - Debt Resolution

During the Financial Year 2019-20, the Company entered into Debt Resolution Agreement with JPVL to restructure the principal outstanding amount of ''751.77 crore owed by JPVL. In terms of the Agreement, the Company holds 35,17,69,546 shares of JPVL as on 31^st March, 2021 and the outstanding debt of ''120 crore,which will be repaid by JPVL out of its available cash flows after paying 10% of the re-structured sustainable debt to its secured lenders.

Jindal Steel & Power Limited - Share Purchase Agreement

The Company has received the entire outstanding amount against payment of an interest-bearing advance of ''500 crore contemplated under the definitive agreement signed with Jindal Steel & Power Limited to acquire 1,000 MW (4 x 250 MW) thermal power plant located at village Tamnar, District Raigarh in the state of Chhattisgarh.

9. Share Capital

The paid up equity share capital of the Company as at 31^st March, 2021 is ''1,642.79 crore.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares.

4,26,504 equity shares were issued under the JSW Employees Stock Ownership Plan - 2016 to the ''JSW Energy Employees ESOP Trust'' in the Financial Year 2020-21 on 26^th June, 2020 at a grant price of ''51.80 per share.

10. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

11. Non-Convertible Debentures

During the year ended 31^st March, 2021, the Company has redeemed / repaid Non-Convertible Debentures amounting to ''700 crore. The redemption / repayment is in accordance with the terms of the respective issues. Further, during the year ended 31^st March, 2021, the Company has issued 1,750 Secured, Redeemable, Rated, Listed, Taxable, NonConvertible Debentures (''NCDs'') of ''0.10 crore each by way of Private Placement aggregating to ''175 crore carrying a coupon rate of 12M T-Bill rate 3.25% p.a., with redemption on 16^th February, 2024. The NCDs are listed on BSE Limited.

12. Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in the Notes to the Standalone Financial Statement.

13. Internal Financial Controls over Financial Statement

The details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Report.

14. Particulars of Contracts or Arrangements with Related Parties

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to applicable provisions of law / Listing Regulations.

The Company''s Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: www.jsw. in/investors/energy.

During the year under review, the Company sold the 18 MW coal based thermal power plant at Salboni to JSW Cement Limited (JSWCL), a related party by way of a slump sale on a going concern basis for a lumpsum cash consideration of ''95.67 crore on an arm''s length basis determined as per fair market valuation by an Independent Valuer and approved by the Board. The said power plant was constructed for supplying power to JSWCL under captive route. However, considering the current demand of power of JSWCL, running the said plant through captive route would have been uneconomical and lead to a very high fixed charge per unit. Since the said plant was developed for JSWCL and to minimise the impact of high cost, considering the nominal capacity, it was decided to sell the same to JSWCL as a prudent business decision. All other contracts / arrangements / transactions entered into during the financial year 2020-21 by the Company with Related Parties were in the ordinary course of business and on an arm''s length basis. Related Party Transactions which are in the ordinary course of business and on an arm''s length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure in Form AOC-2 is attached as Annexure A to this Report.

15. Disclosure under the Employee Stock Option Plan and Scheme

The Board of Directors of the Company, at its meeting held on 20^th January, 2016, formulated the JSWEL Employees Stock Ownership Plan - 2016 (Plan 2016), to be implemented through the JSW Energy Employees ESOP Trust (Trust).

A total of 60,00,000 (Sixty Lakh) options were available for grant to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. The Compensation Committee at its meeting held on 3^rd May, 2016 granted 24,47,355 options, being the

first grant under Plan 2016, to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. The grant of options to the then Whole-time Directors of the Company was approved by the Nomination & Remuneration Committee and the Board. 24,94,660 options, being the second grant under Plan 2016, were granted by the Compensation and Nomination & Remuneration Committee (CNRC) at its meeting held on 20^th May, 2017 under Plan 2016 to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. Mr. Jyoti Kumar Agarwal, the then Director - Finance, was granted 87,252 options. The third and final grant of 23,23,883 options was approved by the CNRC at its meeting held on 1^st November, 2018 under Plan 2016 to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. Mr. Prashant Jain, Jt. Managing Director and CEO, Mr. Jyoti Kumar Agarwal, the then Director - Finance and Mr. Sharad Mahendra, the then Whole-time Director and COO were granted 3,73,897 options, 76,864 options and 2,41,224 options respectively.

As per Plan 2016, 50% of the granted options will vest at the end of the third year and the balance 50% at the end of the fourth year. Accordingly, 2,65,390 options, being the balance 50% of the options granted on 3^rd May, 2016 and subsisting, vested on 3^rd May, 2020 and 5,07,344 options being 50% of the options granted on 20^th May, 2017 and subsisting, vested on 20^th May, 2020. However, after appropriation of shares which lapsed due to non-exercise during the prescribed time limit, against the total requirement of 7,72,734 equity shares, the Company was required to issue 4,26,504 equity shares to fulfill the above requirement.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 (''SEBI (SBEB) Regulations'') for the year ended 31^st March, 2021, with regard to ESOP 2016 are provided on the website of the Company at the link: www.jsw.in/investors/energy and forms a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the Plan 2016 are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the Plan 2016 and the same is in compliance with the SEBI (SBEB) Regulations. The certificate from the Statutory Auditors of the Company, that the Scheme has been implemented in accordance with the SEBI (SBEB) Regulations alongwith the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming 27^th Annual General Meeting.

16. Credit Rating During fiscal 2021:

â¢ India Ratings and Research assigned a long-term rating of ''IND AA-/Stable'' on the Long-term Bank facilities & Non-Convertible Debentures of the

Company, and also assigned a short-term rating of ''IND A1 '' on the Commercial Papers and Short Term Bank facilities of the Company

â¢ Brickwork Ratings assigned the long-term rating of ''BWR AA- (Positive)'' on the proposed NonConvertible Debenture issue of the Company. Short-term rating of ''BWR A1 '' was reaffirmed on the Commercial Papers of the Company.

â¢ CARE Ratings revised the long-term rating to ''CARE A /Stable'' on the Long-term Bank Facilities and Non-Convertible Debentures of the Company. Short-term rating of ''CARE A1 '' was reaffirmed for Short-term Bank Facilities and Commercial Papers of the Company.

17. Awards

During the year, the Company received the following awards:

Vijayanagar Plant

CII National Award for Excellence in Energy Management-2020 by Confederation of Indian Industry (CII) - Awarded in August, 2020.

Ratnagiri Plant

CII National Award for Excellence in Energy Management

- 2020 by Confederation of Indian Industry (CII) -Awarded in August, 2020 - Awarded as Energy Efficient Unit (Trophy & Certificate) - For Excellence in Energy Management.

Green Galaxy Award - 2020 by Green Maple Foundation under the top most Diamond Category for excellence in Safety Management as well as Energy Efficiency.

The Best Operating Thermal Power Plant (Commissioned After 2008) by Independent Power Producers Association of India (IPPAI) during IPPAI Power Awards

- 2020. It was awarded as the best operating thermal power plant reflecting our efforts towards continual improvement for Better Everyday.

Excellence in Energy Conservation and Management by Maharashtra Energy Development Agency (MEDA). It is "State Recognition" to facilities/ units who have taken extra efforts for efficient utilization, management and conservation of energy during the year 2019-20 in the State of Maharashtra.

18. Disclosures related to Policies A. Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

In terms thereof, the size and composition of the Board should have:

â¢ an optimum mix of qualifications, skills, gender and experience as identified by the Board from time to time;

â¢ an optimum mix of Executive, Non-Executive and Independent Directors;

â¢ minimum six number of Directors or such minimum number as may be required by Listing Regulations and / or by the Act or as per Articles;

â¢ maximum number of Directors as may be permitted by the Listing Regulations and / or by the Act or as per Articles; and

â¢ at least one Independent Woman Director.

While recommending a candidate for appointment, the Compensation and Nomination & Remuneration Committee shall assess the appointee against a range of criteria including qualifications, age, experience, positive attributes, independence, relationships, gender diversity, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, skills and competencies without any discrimination on the basis of religion, caste, creed or sex.

The Nomination Policy was reviewed and revised by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations.

B. Remuneration Policy

The Company has devised a policy relating to the remuneration of Directors, KMPs and senior management employees with the following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance. and

Remuneration Policy balances fixed and variable pay and short and long-term performance objectives. The Remuneration Policy of the Company is available on the website of the Company at the link: www.jsw.in/ investors/energy/jsw-energycorporategovernance-

nn lir>ioo

The Remuneration Policy was reviewed and revised by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations.

C. Corporate Social Responsibility Policy

During the year under review, the Company revised its Corporate Social Responsibility (CSR) Policy, in accordance with the amendments to applicable provisions of law. The Company undertakes / will undertake CSR activities in accordance with the said Policy.

The Company has adopted a strategy for undertaking CSR activities either directly or through JSW Foundation, as deemed appropriate, and is committed to allocating at least 2% of average net profit of the last 3 years. The Company gives preference to the local areas in which it operates for the CSR spend.

In line with the Company''s CSR Policy and strategy, the Company plans interventions, inter alia, in the field of health and nutrition, education, water, environment & sanitation, agri-livelihoods, livelihoods and other initiatives.

The CSR Policy of the Company is available on the website of the Company at the link: www. jsw.in/investors/energy/jsw-energy-corporate-governancepolicies.

During the year under review, the Company has spent the entire mandated amount of ''6.86 crore on CSR activities.

Please refer to the Management Discussion and Analysis section of this Report for further details. The Annual Report on CSR activities is annexed as Annexure B and forms a part of this Report.

D. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 framed a ''Whistle Blower Policy and Vigil Mechanism''.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

The Whistle Blower Policy and Vigil Mechanism is available on the website of the Company at the link: www.jsw.in/investors/energy/jsw-energycorporategovernance-policies.

E. Risk Management Policy

The Company recognises that all emerging and identified risks need to be managed and mitigated to -

â¢ Protect its shareholder''s and other stakeholder''s interests;

â¢ Achieve its business objectives; and

â¢ Enable sustainable growth.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors called the Risk Management Committee to oversee the Enterprise Risk Management framework. The Risk Management Committee periodically reviews the framework including cyber security, high risks items and opportunities which are emerging or where the impact is substantially changing.

There are no risks, which in the opinion of the Board threaten the existence of the Company. Key risks and response strategies are set out in the Management Discussion and Analysis Section which forms a part of this Annual Report.

F. Policy for Annual Performance Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non - Executive Directors and Executive Directors. On the basis of the criteria specified in this Policy, evaluation of performance of the Individual Directors during the financial year 2020-21 was carried out by the Compensation and Nomination a Remuneration Committee, while the Board carried out performance evaluation of Independent Directors, its own performance and that of the working of its Committees.

During the year under review, the Board Evaluation Policy was reviewed and revised by the Board to ensure its continued relevance and to avoid duplication of the performance evaluation process.

G. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

Accordingly, JSW Hydro Energy Limited and JSW Energy (Barmer) Limited are the material subsidiaries of the Company during the Financial Year 2020-21.

During the year under review, the Material Subsidiary Policy, was reviewed and revised by the Board to ensure its continued relevance. The Policy may be accessed on the website of the Company at the link: www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies.

H. Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted a Dividend Distribution Policy. The same is available on the website of the Company at the link: www.jsw.in/investors/energy/ jsw-energy-corporategovernance-policies.

a. the circumstances under which shareholders may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. internal and external factors that shall be considered for declaration of dividend;

d. policy as to how the retained earnings shall be utilized.

19. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the Corporate Governance Report and the requisite Certificate from Deloitte Haskins a Sells LLP, the Statutory Auditors of the Company, regarding compliance with the conditions of Corporate Governance forms a part of this Report.

20. Business Responsibility Report

As mandated by Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report of the Company for the year ended 31^st March, 2021 forms a part of this Report.

Re-appointment / Appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sajjan Jindal (DIN: 00017762) retires by rotation at the forthcoming 27^th Annual General Meeting and, being eligible, offers himself for re-appointment.

Based on the recommendation of the Compensation and Nomination & Remuneration Committee, the Board of Directors, taking into account his integrity, expertise and experience, appointed Mr. Munesh Khanna (DIN: 00202521) as an Additional and Independent Director of the Company for a term of 5 consecutive years from 26^th March, 2021 to 25^th March, 2026, subject to the approval of the Members of the Company.

Necessary resolution for approval of Mr. Khanna''s appointment has been included in the Notice of the forthcoming 27^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Profiles of Mr. Sajjan Jindal and Mr. Munesh Khanna, as required under Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 27^th Annual General Meeting.

22. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts for the year under review, on a ''going concern'' basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Directors and Key Managerial Personnel

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the SEBI Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, none of the managerial personnel i.e. Managing Director and Wholetime Directors of the Company were in receipt of remuneration / commission from the subsidiary companies.

During the year under review, Mr. Jyoti Kumar Agarwal, Director - Finance and Key Managerial Personnel of the Company resigned with effect from 16^th September, 2020.

Mr. Pritesh Vinay was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 16^th September, 2020. There were no other changes in Key Managerial Personnel during the Financial Year 2020-21.

Resignation / Cessation

During the year under review, Mr. Nirmal Kumar Jain resigned as a Director of the Company with effect from close of business hours of 20^th May, 2020 due to other business commitments. Mr. Sharad Mahendra, Wholetime Director and COO of the Company resigned as a Director with effect from 10^th June, 2020 for taking up other responsibilities within the JSW Group. Mr. Rakesh Nath, Independent Director, ceased to be a Director of the Company with effect from 23^rd July, 2020, consequent to the expiry of his term as an Independent Director. Mr. Jyoti Kumar Agarwal, Director - Finance resigned with effect from 16^th September, 2020 to take up other responsibilities outside the JSW Group.

Your Directors place on record their appreciation for the valuable contribution and support provided by Mr. Jain,

Mr. Mahendra, Mr. Nath and Mr. Agarwal.

No Independent Director has resigned before the expiry of his / her tenure.

23. Committees of the Board

24. Meetings of the Board

During the year under review, the Board of Directors met 6 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Annual Report.

25. Auditors and Auditors'' Reports

a. Statutory Auditor

In line with Section 139 of the Companies Act, 2013 and the Rules made thereunder, Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, were appointed as the Statutory Auditor of the Company from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2021. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

b. Cost Auditor

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the Financial Year 202021, Kishore Bhatia & Associates, Cost Accountants have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed Kishore Bhatia & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the Financial Year 2021-22.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to Kishore Bhatia & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the Financial Year 2021-22 has been included in the Notice of the forthcoming 27^th Annual General Meeting of the Company. The Directors recommend the same for approval by

c. Secretarial Auditor

The Board appointed Ashish Bhatt & Associates, Company Secretaries, to carry out secretarial audit for the Financial year 2020-21.

The Secretarial Audit Report issued by Ashish Bhatt & Associates, Company Secretaries, for the Financial Year 2020-21 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure C and forms a part of this Report.

As per Regulation 24(A) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. JSW Energy (Barmer) Limited (JSWEBL) and JSW Hydro Energy Limited (JSWHEL) were material subsidiaries of the Company for the Financial Year 2020-21 pursuant to the applicable Listing Regulations.

Accordingly, Ashish Bhatt & Associates, Company Secretaries, carried out the secretarial audit for JSWEBL and JSWHEL for the financial year 202021. These Secretarial Audit Reports do not contain any observation or qualification. The respective reports in Form MR-3 are annexed as Annexure C1 and C2 respectively and form a part of this Report.

26. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

27. Material Changes and Commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

28. Significant and Material Orders passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have significant impact on the going concern status and the Company''s operations in future.

29. Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2021, is available on the website of the Company at the link: www.jsw. in/investors/energy.

30. Environmental Norms

As an ecologically responsible corporate and to maintain the best environmental operating standards, the Company has deployed state of the art technology to prevent / minimize pollution levels at all its power plants.

The Ministry of Environment, Forest and Climate Change had, in December 2015, revised environment emission norms prescribing more stringent emission limits for operating as well as under development power plants in the country with respect to particulate matter, sulphur dioxide (SO2), nitrogen dioxide (NO2), water consumption, mandatory environmental discharge, etc. Honoring its responsibility towards protecting the environment, the Company has already complied with these norms.

31. Reporting of frauds:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

(A) Conservation of Energy -

(i) The steps taken for energy conservation are as

below:

Vijayanagar Plant

1. SBU-2 Unit-1 - Reduction of CEP power consumption from 225 kWh to 150 kWh by implementing Deaerator Level control by varying pump speed, resulted in savings of

0.533 MUs.

2. SBU-2 Unit-1 - Reduction of PA Fan power consumption from 1550 kWh to 1524 kWh by optimizing PA header pressure, resulted in savings of 0.172 MUs.

3. SBU-2 Unit-1 - Reduction of FD Fan power consumption from 776 kWh to 719 kWh by implementing secondary air control based on coal flow and O2 level at APH inlet, resulted in savings of 0.367 MUs.

4. SBU-2 Unit-1 - In Instrument Air Compressor (IAC) reduction of power consumption from 658 kWh to 592 kWh by optimizing header pressure and attending air leaks, resulted in savings of 0.291 MUs.

5. SBU-2 Unit-1 - Reduction of Ash Handing Air Compressor power consumption from 109 kWh to 48 kWh by adopting ash conveying

from time mode to probe mode, resulted in savings of 0.135 MUs.

6. SBU-2 Unit-1 - Reduction of power consumption of clear water pump from 26 kWh to 7 kWh by implementing sump level auto control by variable frequency drive (VFD), resulted in savings of 0.101 MUs.

7. SBU-2 Unit-1- condenser cleaning resulted in vacuum improvement and subsequent Turbine heartrate improvement by 43kCal/kWh accrued power consumption reduction in BFP a CEP by 131KWh and 16kWh respectively.

8. SBU-2 unit-1 Four numbers of Cooling Tower fills are replaced by anti clogging trickle grid fills resulted improvement in condenser vacuum and subsequent savings in heat rate by 8kCal/kWh.

9. SBU-1 Unit-1 PA fan speed was reduced from 1270 rpm to 1180rpm, which led to reduction in the hydro-coupling slip losses, by increasing the scoop position from 48% to 66% power consumption has reduced by 59kwh resulted in savings of 0.356 MUs.

10. SBU-1 U2 cold start up time has been reduced by 0.86 hour by adopting to better operating practices like deaerator pegging, incorporating early gas firing.

11. Optimizing RO plant Chemical cost from Rs 22/Cu.m to Rs 17/Cu.m by use of proprietary Chemicals resulted annual monitory savings of Rs 88 Lacs.

Ratnagiri Plant

1. Internal inspection of HPH-6 a 7 in Unit-1 and rectification of passing parting plane which resulted in improvement in heat rate by 2 kCal/ kWh thereby saving 738 MT of coal in a year.

2. Internal inspection of HPH-6 a 8 in Unit-3 and rectification of passing parting plane which resulted in improvement in heat rate by 4 kCal/ kWh thereby saving 313 MT of coal for period of three months.

3. Improvement in performance of Vacuum Pump-1B by internal cleaning a servicing which resulted in improvement in heat rate by 14.65 kCal/kWh thereby saving 3761 MT of coal.

4. Reduction of 82 kWh power consumption by changing loading/unloading set point of main plant compressor and optimizing service air header pressure set point. This has resulted in saving of 0.18 MUs.

5. Reduction of 150 kWh power consumption by optimizing ash handling conveying system cycle gap, conveying time, dome valve opening, etc. in Ash Handling Plant compressor system. This has resulted in saving of 0.66 MUs.

6. Reduction of 20 kWh power consumption by modifying logic in CEP VFD operation by changing its control from discharge pressure mode to de-aerator level mode. This has resulted in saving of 0.11 MUs.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar Plant:

In both SBU-1 (2 X 130 MW) and SBU-2 (2 X 300 MW) units, waste gases from blast furnace are being utilized as fuel which has led to 2.37 Lakh MT displacement of coal.

Ratnagiri Plant:

1. In central stores, light pipes are installed that utilizes solar light for illumination in day time saving the use of electricity by traditional electrical lights

2. Company has built a number of check dams to store the rain water. In FY 2020-21, the Company utilized 2.30 Lakh M3 of stored rain water from these dams which is the highest till date (previous highest was 1.80 Lakh M3 in FY 2019-20)

(iii) The capital investment on energy conservation equipment:

Vijayanagar Plant:

SBU-2 Unit-1 Cooling Tower fills 4 Nos replacement with Trickle Grid Anti clogging Hybrid fills for improving CT effectiveness and avoid clogging-60 Lakhs.

Ratnagiri Plant: Nil

(B) Technology absorption

(i) The efforts made towards technology absorption are provided below -

Vijayanagar Plant:

1. Plant Electrical Earthing of equipment improved by using chemical treated earth pits which are having low system resistivity and thereby improving equipment safety.

2. The power cables in coal handling plant and mill areas are done with fire retardant chemical coating.

3. Installation of hydrogen leak detection & alarm system for bulk cylinder storage area in warehouse.

4. Replacement of 220kV lightening arrestors with shatter proof (Polymer insulator type) Lightening Arrestors(LA).

5. Turbine lube oil centrifuges- Installation of fast response (approx.. 1sec) tuning fork type level switches instead of float type level switch.

6. FD Fan Lube oil station control logics shifted and configured in DCS there by eliminateing the clumsy local hardwiring.

7. SBU2 Unit-1 Control room video screens are upgraded from lamp based to high resolution laser lit engine based system.

8. In consultation with M/s UNIPER, the flexible operation of 300 MW units without oil support was tried and operating lower limits are stretched from 120MW to 70MW.

9. On digitization through Pi Server the metal temperature excursions of 300MW boilers are captured in DCS and is being triggered as alarm for alerting of the operator.

10. In 300MW units, the FD fan motor bearing temperature had substantially dropped from 700C to 390C by adopting the use of Mobile Grease XHP22 from the conventional Servo Gem-3 grease.

11. The cooling tower fan drive shaft was changed from metallic shaft to Carbon fiber shaft,

12. Self-powered day light sensors are used to control the lighting of plant, there by the previously used battery backup lighting control was avoided.

Ratnagiri Plant

1. Replacement of sea water based auxiliary cooling water(ACW) corro-coated MS pipelines by SS316L (Stainless Steel) pipelines in Unit-3.

2. Installation of solar light pipes in central stores.

3. Installation of auto coal sampler.

(ii) The benefits derived like product improvement,

cost reduction, product development or import

substitution:

Vijayanagar Plant

1. For enhancing the safety of Electrical Equipments by reducing the resistivity of the soil

2. Will reduce the fire hazard in the fire prone areas like Coal handing and Mill areas.

3. For easy detection of any abnormalities caused by H2 leak.

4. Increasing the reliability of the system & to avoid damage to the adjacent / protected equipment in case of LA failures.

5. Will eliminate any time delay in sensing during any spillage of Oil in the Centrifuge thereby avoid loss of oil,

6. To enhance reliability & availability of the Blade pitch system of FD fan system.

7. For a better visibility of the screens by operator for timely swift actions.

8. Flexible operation will help in introduction of renewables and variation of loads to technical minimum thereby increasing the accommodation of renewable generation.

9. Failure of Boiler tubes will be avoided through continuous monitoring of temperature excursions.

10. Bearing Life is increased due to the temperature reduction.

11. Improvement in vibration levels (got reduced from 7.5mm/s to 4.5mm/sec) and reduction of power consumption.

12. Timely operation of lighting system will reduce the human intervention and optimize the power consumption.

Ratnagiri Plant

1. Improvement of reliability ACW systems which result in reduction in O&M cost.

2. Use of natural resources thereby reducing carbon footprint.

3. Improved coal sampling process thereby evaluating more accurate coal quality.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Nil.

(iv) The expenditure incurred on Research and Development: The Company did not carry out any core R & D work during the financial year 2020-21, however implemented 367 KAIZENs successfully.

(v) Future Plans:

Vijayanagar Plant

1. Commissioning of 225MW Solar green power for captive use and displacing equivalent coal

2. Replacement of APH baskets in SBU-2 Unit-1 for Boiler efficiency improvement

3. Boiler Retrofit / additional boiler installation to accommodate additional gas firing

4. Planning to install Alkaliser in Generator Stator Water System for better water parameters and availability

5. Installation of OPGW (Optical fiber composite overhead Ground Wire) based line differential protection system is planned for short distance lines, to mitigate the problems of spurious tripping.

6. Upgradation of Administration building air conditioners, to reduce the utilization of greenhouse gases & its environmental effect.

Ratnagiri Plant

1. Replacement of air preheater (APH) baskets in Unit-3 to improve heat rate & auxiliary power consumption

2. Replacement of air preheater (APH) baskets in Unit-4 to improve heat rate & auxiliary power consumption

3. De-staging of boiler feed pumps (BFPs) to reduce auxiliary power consumption

4. Elimination of HFO by LDO in all units to reduce DM water consumption & improve heat rate

5. Implementations of Solar Panels at Raw water supply Pump house.

6. Installation of online alkaliser in stator water system.

7. Installation of Oil filtration machines to reduce oil wastages.

(C) Foreign exchange earnings and outgo -

The Foreign Exchange earnings of the Company for year under review amounted to Nil. The foreign exchange outflow of the Company for year under review amounted to '' 669.81 crore.

33. Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D and forms a part of this Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E and forms a part of this Report.

34. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and duly constituted Internal Complaints Committees across locations. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organisation on a continuous basis. During the year under review, no complaint was filed.

35. Acknowledgements

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 25^th June, 2021 Chairman and Managing Director

Mar 31, 2019

To the Members,

The Directors are pleased to present the 25^th Annual Report and the audited Financial Statement of your Company for the year ended 31^st March, 2019.

1. Financial performance

The financial performance of the Company for the year ended 31^st March, 2019, is summarised below:

Rs. Crore

Particulars	Standalone		Consolidated
Particulars	2018-19	2017-18	2018-19^^1	2017-18
Total Income	5,481.11	4,705.76	9,505.56	8,513.98
Profit before Interest, Depreciation, Tax and Exceptional items	1,167.09	1,200.65	3,221.09	3,227.56
Finance Cost	411.79	476.21	1,192.40	1,455.91
Depreciation and Amortisation expense	365.02	364.21	1,163.69	966.08
Share of Profit/(Loss) of an Associate/Joint venture	-	-	31.93	(49.49)
Exceptional items	-	659.18	-	417.94
Profit before Tax	390.28	(298.95)	896.93	338.14
Tax expense	138.83	145.33	212.44	253.23
Profit for the year attributable to: Owners of the Company	251.45	(444.28)	695.13	77.97
Profit for the year attributable to: Non-controlling interest	-	-	(10.64)	6.94
Other Comprehensive Income	31.47	693.20	12.02	697.12
Total Comprehensive Income (attributable to owners of the Company)	282.92	248.92	707.15	775.09
Total Comprehensive Income (attributable to Non-controlling interest of the Company)	-		(10.64)	6.94

2. Result of operations and the state of affairs Standalone

- The total revenue of the Company for fiscal 2019 stood at Rs.5,481.11 crore as against Rs.4,705.76 crore for fiscal 2018, showing an increase of 16.48%.

- EBIDTA for fiscal 2019 stood at Rs.1,167.09 crore as against Rs.1,200.65 crore for fiscal 2018, showing a decrease by 2.80%

- Profit after tax improved from loss after tax of Rs.444.28 crore in fiscal 2018 to profit after tax of Rs.251.45 crore in fiscal 2019 due to exceptional items in the previous financial year.

- The net worth of the Company increased to Rs.10,167.48 crore at the end of fiscal 2019 from Rs.9,877.47 crore at the end of fiscal 2018.

- The net debt gearing of the Company was at 0.25 times as at the end of fiscal 2019 compared to 0.30 times at the end of fiscal 2018.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2019 stood at Rs.9,505.56 crore as against Rs.8,513.98 crore for fiscal 2018 showing an increase of 11.65%.

- The consolidated EBIDTA (before exceptional items) for fiscal 2019 stood at Rs.3,221.09 crore as against Rs.3,227.56 crore for fiscal 2018, showing a decrease by 0.20%.

- The consolidated profit after tax for the year increased to Rs.695.13 crore in fiscal 2019 from Rs.77.97 crore in fiscal 2018 due to exceptional items in the previous financial year.

- The consolidated net worth of your Company increased to Rs.11,822.24 crore in fiscal 2019 from Rs.11,109.70 crore at the end of fiscal 2018, showing an increase of 6.41%.

- The consolidated net debt gearing of the Company is 0.85 times as at end of fiscal 2019 compared to 1.02 times in fiscal 2018.

Please refer to the Management Discussion and Analysis section which forms a part of this Annual Report for details of the performance and operations review and the Companyâs strategies for growth.

3. Transfer to Reserves

The Company proposes to transfer an amount of Rs.10.84 crore to the Debenture Redemption Reserve from Surplus. An amount of Rs.3813.32 crore is proposed to be retained in the Surplus.

4. Dividend

Your Directors have recommended a Dividend of Rs.1 (10%) per share for Financial Year 2018 - 19 [Nil- per share (0%) in previous year], for the approval of the Members at the ensuing 25^th Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Dividend will be Rs.197.84 crore [Nil in previous year].

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy.

5. Financial Statement

6. Integrated Report

The Securities and Exchange Board of India (SEBI), in its circular dated 6^th February, 2017, has advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting from the financial year 2017-18.

Your Company believes in sustainable value creation while balancing utilisation of natural resources and social development in its business decisions. In continuation with this commitment we are pleased to present the first Integrated Report (IR) for the year ended 31^st March, 2019.

IR is a concept that better articulates the broader range of measures that contribute to an organisationâs long-term value creation. Central to this concept is the proposition that value is increasingly shaped by factors additional to financial performance, such as reliance on the environment, social reputation, human capital, innovation and others. This value creation concept is the backbone of IR and is the direction for future of corporate reporting. In addition to the financial capital, IR examines five additional capitals that should guide an organisationâs decision-making and long-term value creation. IR starts from the position that any value created as a result of a sustainable strategy will translate into performance and thereby impacting the market perception of the organization.

This IR articulates the Companyâs unique approach to long term value creation which is a paradigm shift from the traditional compliance based reporting to governance based value creation model.

7. Report on performance of Subsidiaries, Associates and Joint Venture Companies

The details of the subsidiary companies as at 31^st March, 2019, are as follows:

Domestic Subsidiaries

A. JSW Energy (Barmer) Limited (JSWEBL)

(Formerly known as Raj WestPower Limited)

The name of the company was changed from Raj WestPower Limited (RWPL) to JSW Energy (Barmer) Limited (JSWEBL) with effect from 9^th January, 2019 to bring synergy with the JSW Brand.

JSWEBL is a wholly owned subsidiary of the Company. The power plant commissioned in the financial year 2012-13, comprises of 8 lignite based units of 135 MW each aggregating to 1,080 MW.

The Company has invested Rs.1,726.05 crore as equity and advanced Rs.567.64 crore as loan to JSWEBL as at 31^st March, 2019.

JSWEBL sources lignite from Barmer Lignite Mining Company Limited, and sells the entire power to the Rajasthan Distribution Companies (''Discomsâ) under a 30-year Power Purchase Agreement.

During the year, JSWEBL achieved a Deemed Plant Load Factor of 84.28% and a Plant Load Factor (PLF) of 70.82% with a gross generation of 6,700 million units. Itâs net generation (after auxiliary consumption) of 6,017 million units was sold to Discoms generating a total revenue of Rs.2,629.65 crore and a profit after tax of Rs.282.26 crore on a standalone basis and a profit after tax of Rs.314.19 crore on consolidated basis during the financial year 2018-19.

The tariff charged by JSWEBL is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission (''RERCâ). RERC has granted Ad-hoc / Interim Tariff based on which, JSWEBL has continued to raise bills and recognise revenue in its books.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL is a 51:49 joint venture between Rajasthan State Mines and Minerals Limited (RSMML), a Government of Rajasthan enterprise and JSW Energy (Barmer) Limited (formerly known as Raj WestPower Limited). It was set up to develop lignite mines in two contiguous blocks viz., Kapurdi and Jalipa in the District of Barmer in Rajasthan.

JSWEBL has invested equity of Rs.9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs.567.64 crore, as on 31^st March, 2019. BLMCL has incurred project cost of Rs.2,185.91 crore as at 31^st March, 2019, which is subject to audit.

BLMCL has a mining lease for Kapurdi and Jalipa Lignite mines. The Ministry of Environment, Forest and Climate Change (MoEFCC) had, in September, 2014, approved the enhanced lignite mining capacity of Kapurdi mines from 3.75 MTPA to 7 MTPA for a period of 4 years till 31^st March, 2018. Further, MoEFCC, vide its approval dated 28^th February, 2019, had enhanced the mining capacity of lignite from Kapurdi mines from 3.75 MTPA to 4.50 MTPA for another period of 2 years.

BLMCL has achieved production of 4.50 million tonnes of lignite from Kapurdi Mines and 1.35 million tonnes of lignite from Jalipa Mines in the financial year 2019. BLMCL supplied its entire lignite production from Kapurdi and Jalipa Mines to meet the total fuel requirement of JSWEBL power plant.

The transfer price of lignite is determined by Rajasthan Electricity Regulatory Commission (RERC). While RERC is yet to approve the final transfer price which is under review, RERC has granted an Adhoc / Interim transfer price based on which BLMCL has continued to raise bills and recognise revenue in its books.

B. JSW Power Trading Company Limited (JSWPTC) (Formerly known as JSW Green Energy Limited (JSWGEL))

JSWPTC is a wholly owned subsidiary of the Company in which the Company has invested Rs.70.05 crore as equity and advanced Rs.4.08 crore as loan as at 31^st March, 2019.

Pursuant to the Scheme of Arrangement approved by the National Company Law Tribunal, the power trading business of the erstwhile JSW Power Trading Company Limited (JSWPTC) demerged into JSWGEL and its remaining business merged with JSW Energy Limited from the Appointed Date i.e. closing hours of 31^st March 2015. The Effective Date of the Scheme was 19^th February, 2018. Consequently, the trading license held by the erstwhile JSWPTC was transferred to JSWGEL pursuant to which, JSWGEL commenced trading in power procured from the Company and its associates as well as third party suppliers / generators. The name of the company was changed from JSW Green Energy Limited to JSW Power Trading Company Limited from 19^th November, 2018.

JSWPTC has been facilitating its Group Companyâs plants for supplying power directly to the utilities / industry under spot / term agreements. JSWPTC (erstwhile JSWGEL) achieved a total trading volume of 2,054 million units generating a total revenue of Rs.1,064.72 crore with profit after tax of Rs.1.62 crore.

JSWPTC is a member of Power Exchange of India Limited as well as Indian Energy Exchange Limited.

C. Jaigad PowerTransco Limited (JPTL)

JPTL, a 74:26 joint venture between the Company and Maharashtra State Electricity Transmission Company Limited, a Government of Maharashtra enterprise, was set up for development of the transmission system as an integral part of IntraState transmission system aimed at evacuation of power generated from the Companyâs 1,200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

The Company has invested Rs.101.75 crore as equity as at 31^st March, 2019 in JPTL.

JPTL was granted a transmission license to establish, maintain and operate the transmission system for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of transmission system in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the transmission project passing through difficult hilly terrain.

JPTL has complied with all regulatory requirements during the financial year under the transmission license granted by MERC. On 29^th November, 2017, JPTL filed petitions with MERC for approval of Truing Up of ARR for the financial years 2015-16 and 201617, Provisional Truing up of financial year 2017-18 and revised projection of financial years 2018-19 and 2019-20 in accordance with MERC MYT Regulations 2011 S 2015.

JPTL has maintained a high availability of the transmission system at 99.67% for the financial year 2018-19. JPTL has generated total revenue of Rs.82.99 crore and net profit after tax of Rs.24.10 crore during the financial year 2018-19. The Board of JPTL has not recommended any dividend for the financial year 2018-19.

D. JSW Hydro Energy Limited (JSWHEL) (formerly

known as ''Himachal Baspa Power Company Limited'' (HBPCL))

JSWHEL became a wholly owned subsidiary of the Company pursuant to an acquisition from Jaiprakash Power Ventures Limited in September, 2015.

The name of the company was changed from ''Himachal Baspa Power Company Limitedâ to ''JSW Hydro Energy Limitedâ with effect from 11^th September, 2018 to enable stakeholders to readily relate / associate HBPCL and its hydro assets to JSW Group / JSWEL with additional benefit arising out of the brand value of âJSWâ.

Karcham Plant

The Karcham plant is a 1,000 MW (4X250 MW) run of the river hydro power plant located on river Sutlej in Kinnaur district of Himachal Pradesh. It has in-built capacity of 1,091 MW plus 10% overload and design energy of 4,131 MUs for 1,000 MW capacity.

During of year ended 31^st March, 2019, the Karcham plant achieved a Plant Load Factor of 45.30% with gross generation of 3,968.69 million units and net saleable generation of 3,469.11 million units after auxiliary consumption and 12% free power supply to Government of Himachal Pradesh (GoHP).

JSWHEL entered into a Power Purchase agreement (PPA) through PTC India Limited for entire 880 MW (net of 12% free power to GoHP - 120MW) saleable capacity of the plant to various distribution utilities on a long term basis, as follows:

Haryana	376 MW
Uttar Pradesh	200 MW
Punjab	200 MW	Effective from
Rajasthan	104 MW	1^st April, 2019
Total	880 MW

Out of the net generation, it has sold 3,457.95 million units to PTC India Limited under a long-term Power Purchase Agreement. 11.16 million units have been sold to Indian Energy Exchange (IEX) and other buyers under short term agreements. The plant generated total revenue of Rs.1,102.01 crore during the financial year 2018-19.

During the year, the annual maintenance of Karcham Plant was completed in a record time of 60 days.

Baspa Plant

The 300 MW (3X100 MW) Baspa plant is located on the river Baspa, a tributary of river Sutlej in district Kinnaur, Himachal Pradesh. The design energy of the plant is 1,213 million units for 300 MW capacity which comes to 1,050 million units (net) after auxiliary consumption and 12% free power to GoHP.

During the year ended 31^st March, 2019, the Baspa plant achieved a Plant Load Factor of 48.54% with gross generation of 1,275.58 million units and net saleable generation of 1,110.09 million units after auxiliary consumption and 12% free power to GoHP. The entire net saleable generation of 1,110.09 million units was sold to Himachal Pradesh State Electricity Board Limited and generated total revenue of Rs.173.73 crore during the financial year 2018-19.

E. JSW Energy (Raigarh) Limited (JSWERL)

JSWERL, a wholly owned subsidiary of the Company, was incorporated for setting up a coal based 1,320 MW power plant in Raigarh District, Chhattisgarh. A part of the land required for the project has been acquired. Environment clearance has been obtained from the Ministry of Environment, Forest and Climate Change. The Project Cost is estimated at Rs.6,500 crore and is proposed to be financed with a debt equity ratio of 75:25. The project is on hold at present.

The Company has invested Rs.113.83 crore as equity contribution and advanced Rs.0.60 crore as loan to JSWERL as at 31^st March, 2019.

F. JSW Energy (Kutehr) Limited (JSWEKL)

JSWEKL, a wholly owned subsidiary of the Company, was incorporated as a special purpose vehicle for the purpose of pursuing the 240 MW Kutehr Hydro Project located on the upper reaches of river Ravi in district Chamba of Himachal Pradesh.

The Company plans to resume construction / developmental activities of this 240 MW hydro power project. The state and central Hydro Power Policy, 2006 has been amended by the Government of Himachal Pradesh and the Government of India, respectively. Having regard to the same, the Group has started participating in power purchase bids invited by distribution companies and has simultaneously invited bids from contractors for development of the project.

The Company has invested Rs.29.02 crore as equity and advanced Rs.0.80 crore as loan to JSWEKL as at 31^st March, 2019.

G. JSW Solar Limited (JSWSL)

JSWSL was incorporated as a wholly owned subsidiary of the Company in the renewable energy space on 1^st January, 2018.

The Company plans to grow its footprint in the renewable energy space as a measured step of portfolio enhancement and diversification over the next few years. As a stepping stone in this direction, JSW Solar Limited has set up 12 MW Solar Power Plants as EPC contractor within JSW Group Companies spread across Rajasthan, Andhra Pradesh, West Bengal S Maharashtra.

The Company has invested Rs.0.01 crore as equity as at 31^st March, 2019 in JSWSL.

H. JSW Electric Vehicles Private Limited (JSWEVL)

The Company acquired 100% stake in JSWEVL in March 2018 and has invested Rs.0.01 crore as equity and Rs.0.17 crore as loan as at 31^st March 2019.

JSW Group and JSW Energy Limited have always embarked on new business opportunities keeping a balance between growth aspirations and prudent risk management. In this context, given higher than anticipated uncertainties associated with the electric vehicles business, the Board has, after careful evaluation, decided not to pursue this business and maintain capital cushion for growth opportunities in the power and other related businesses.

Overseas Subsidiaries

A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)

J SWENRML was incorporated in April, 2010 in Mauritius as a wholly owned subsidiary of JSW Energy Mineral Mauritius Limited (JSWEMML) for overseas acquisition of coal assets. On liquidation of JSW Energy Mineral Mauritius Limited (JSWEMML) during the year, 100% shares held in JSWENRML by JSWEMML were transferred to the Company. Consequently, JSWENRML has become 100% subsidiary of the Company during the year. It has downstream investment of Rs.41.22 crore in equity of JSW Energy Natural Resources South Africa (PTY) Limited and Rs.364.59 crore as loan as on 31^st March, 2019. During the year, JSWENRML sold its entire 51% stake in Minerals S Energy Swaziland (Proprietary) Limited.

B. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

As on 31^st March 2019, JSWNRSAL has invested an amount of Rs.24.35 crore in acquiring equity of Royal Bafokeng Capital (Proprietary) Limited and Rs.7.45 crore in acquiring equity of Mainsail Trading 55 Proprietary Limited, wholly owned subsidiaries of JSWNRSAL. Further, JSWNRSAL has invested an amount of Rs.6.16 crore in equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs.309.07 crore as loan to SACMH and its subsidiaries as on 31^st March, 2019.

C. South African Coal Mining Holdings Limited (SACMH)

The effective shareholding of the Company in SACMH as at 31^st March, 2019 stands at 69.44%.

The mines are presently under care and maintenance pending receipt of requisite licences in the new mining area, meanwhile SACMH uses its logistical and infrastructural assets to generate rental income to offset the costs incurred.

During the year under review, the below mentioned companies have ceased to be subsidiaries / been wound up / liquidated / ceased to exist in accordance with the local legal statutory requirements:

A. JSW Energy Minerals Mauritius Limited

B. South African Coal Mining Equipment Company Proprietary Limited

C. Minerals S Energy Swaziland (Proprietary) Limited (MESPL)

During the year, JSW Energy Natural Resources Mauritius Limited sold its entire 51% stake in MESPL.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2019 in the prescribed format AOC-1 is attached as Annexure B to the Consolidated Financial Statement of the Company and forms a part of this Report.

In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statement, including the Consolidated Financial Statement and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company at the link:www.jsw.in/investors/energy.

These documents will also be available for inspection during business hours at the registered office of the Company.

8. New Projects, Initiatives and Joint Ventures

Toshiba JSW Power Systems Private Limited (âToshiba JSWâ)

Toshiba JSW, a joint venture company with Toshiba group, Japan was formed for the purpose of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31^st March 2019, Toshiba Group, Japan holds 92.32% and JSW Group holds 7.68% in the company.

The Company has invested Rs.100.23 crore in Toshiba JSW. The Company has been providing for its share of the losses of Toshiba JSW in its consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW.

Toshiba Corporation has undergone corporate restructuring as a result of which its entire energy business stands transferred to its new subsidiary, Toshiba Energy Systems S Solutions Corporation (TESSC). To support the operations of Toshiba JSW, TESSC proposed a total capital infusion of Rs.1,440 crore in Toshiba JSW out of which Rs.1,000 crore has been invested at 31^st March 2019.

Toshiba JSW will continue its business by expanding the service businesses and increasing collaboration jobs for various projects of Toshiba, Japan. The Company will also continue its efforts to take up new projects in thermal and nuclear business.

Power Exchange of India Limited (PXIL)

The Company has invested Rs.1.25 crore in PXIL which provides the platform for trading in electricity and renewable energy certificates.

PXIL was promoted by National Stock Exchange of India Limited and National Commodities S Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is a member of PXIL.

9. Share Capital

The paid up equity share capital of the Company as at 31^st March, 2019 is Rs.1,641.04 crore. During the year under review, the Company has not issued any: a) shares with differential rights b) sweat equity shares. 9,82,792 equity shares under the JSW Employees Stock Ownership Plan - 2016 were issued to the ''JSW Energy Employees ESOP Trustâ in the financial year 2018-19 as follows:

Date of issue	Number of shares	Price (Rs.)
08-05-2018	2,39,919	51.80
18-08-2018	2,68,854	53.68
18-08-2018	2,41,227	51.80
03-10-2018	62,717	51.80
15-01-2019	76,806	53.68
15-01-2019	93,269	51.80

10. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

11. Non-Convertible Debentures

During the year ended 31^st March, 2019, your Company has redeemed / repaid Non-Convertible Debentures amounting to Rs.200 crore. The redemption / repayment is in accordance with the terms of the respective issues.

12. Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient, are provided in the Notes to the Standalone Financial Statement.

13. Internal Financial Controls related to Financial Statement

The details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Report.

14. Particulars of Contracts or Arrangement with Related Parties

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also Dealing with Related Party Transactions, in accordance with the amendments to the applicable provisions of law / the Listing Regulations.

All contracts / arrangements / transactions entered into during the financial year by the Company with Related Parties were in the ordinary course of business and on an armâs length basis.

Related Party Transactions which are in the ordinary course of business and on an armâs length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis. The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions.

The details of transactions / contracts / arrangements entered by the Company with Related Parties during the financial year are set out in the Notes to the Financial Statement. The disclosure in Form AOC-2 is attached as Annexure A to this Report.

15. Disclosure under the Employee Stock Option Plan and Scheme

A total of 60,00,000 (Sixty Lakh) options were available for grant to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors.

The Compensation Committee at its meeting held on 3^rd May, 2016 granted 24,47,355 options, being the first grant under Plan 2016, to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. The grant of options to the then Whole-time Directors of the Company was approved by the Nomination S Remuneration Committee and the Board. 24,94,660 options, being the second grant under Plan 2016, were granted by the Compensation and Nomination S Remuneration Committee at its meeting held on 20^th May, 2017 under Plan 2016 to the eligible employees of the Company and its Indian Subsidiaries, including Whole-time Directors. Mr. Jyoti Kumar Agarwal, Director - Finance, was granted 87,252 options. The third and final grant of 23,23,883 options was approved by the Compensation and Nomination S Remuneration Committee at its meeting held on 1^st November, 2018 under Plan 2016 to the eligible employees of the Company and its Indian Subsidiaries, including Wholetime Directors. Mr. Prashant Jain, Jt. Managing Director and CEO and Mr. Jyoti Kumar Agarwal, Director - Finance were granted 3,73,897 options and 76,864 options respectively.

As per the Plan 2016, 50% of the granted options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 (''SEBI (SBEB) Regulations'') for the year ended 31^st March, 2019, with regard to ESOP 2016 are provided on the website of the Company at the link: www.jsw.in/investors/energy and forms a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP Plan are to be exercised by them directly or through their appointed proxy; hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the aforesaid ESOP Plan and the same is in compliance with the SEBI (SBEB) Regulations.

The certificate from the Statutory Auditors of the Company, that the Scheme has been implemented in accordance with the SEBI (SBEB) Regulations and along with the Resolution passed by the Members, would be placed at the forthcoming 25^th Annual General Meeting for inspection by the Members.

16. Credit Rating

CARE Ratings, in October 2018, reaffirmed ''CARE AA-â (Double A minus) rating on the long-term bank facilities and Non-Convertible Debentures of the Company and the outlook was revised to ''Stableâ from ''Negativeâ. The rating for the short-term bank facilities and Commercial Paper was reaffirmed at ''CARE A1 ¹ (A One Plus).

Further, Brickworks Ratings has assigned ''BWR A1 â Rating for the Commercial Paper of the Company.

17. Awards

During the year, the Company received the following awards:

Ratnagiri Plant

1. SEEM National Energy Management Award 2017 (Gold), by Society of Energy Engineers and Managers (SEEM), for recognition of the steps taken by the plant for improving energy efficiency

2. National Award for Excellence in Energy Management for ''Energy Efficient Unitâ by Confederation of Indian Industries (CII)

Vijayanagar Plant

1. ''Safety Systems ExcellenceAwardâ by The Federation of Indian Chambers of Commerce and Industry (FICCI)

2. Power Award for ''Best Innovationsâ by Independent Power Purchase Producers Association of India (IPPAI)

3. '' Certificate of Safetyâ by Department of Factories, Boilers, Industrial Safety and Health

JSW Energy Limited was also awarded ''National Award for HR Best Practices -2018â by National Institute of Personnel Management (NIPM)

18. Directors and Key Managerial Personnel

Resignation

During the year under review, Mr. Uday Chitale, Independent Director, resigned as a Director with effect from 23^rd April, 2018 and Ms. Tanvi Shete, NonExecutive Director, resigned as a Director with effect from 19^th July, 2018. Your Directors place on record their appreciation for the valuable services rendered by Mr. Chitale and Ms. Shete.

Re-appointment / Appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prashant Jain (DIN: 01281621) retires by rotation at the forthcoming 25^th Annual General Meeting and, being eligible, offers himself for re-appointment.

On the recommendation of the Compensation and Nomination S Remuneration Committee, the Board, at its meeting held on 2^nd November, 2018, subject to the approval of the Members, approved the re-appointment and remuneration of Mr. Sajjan Jindal (DIN: 00017762) as the Managing Director of the Company for a period of 5 years with effect from 1^st January, 2019.

The Board of Directors, at its meeting held on 30^th January, 2019, re-appointed Mr. Sajjan Jindal as the Chairman of the Board with effect from 1^st January, 2019 to 31^st March, 2020.

Mr. Chandan Bhattacharyaâs (DIN: 01341570) first 5 yearâs term as an Independent Director ended on 31^st March, 2019. On the recommendation of the Compensation and Nomination S Remuneration Committee (CNRC), and based on the report of the performance evaluation carried out by the CNRC and the Board, considering Mr. Bhattacharyaâs rich experience in diverse areas, his broader skill-set and contribution to the Company, the Board at its meeting held on 29^th March, 2019, re-appointed Mr. Chandan Bhattacharya as an Independent Director for a second term of 3 years, with effect from 1^st April, 2019 to 31^st March, 2022, subject to the approval of the Members.

On the recommendation of the CNRC the Board, at its meeting held on 16^th May, 2019, appointed Mr. Sharad Mahendra (DIN: 02100401) as an Additional Director with effect from 16^th May, 2019 to hold office upto the date of the forthcoming 25^th Annual General Meeting. Subject to the approval of the Members, the Board also appointed Mr. Sharad Mahendra as a Whole-time Director for a term of 5 years with effect from 16^th May, 2019 till 15^th May, 2024.

Profiles of these Directors, as required by Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulationsâ) and Clause 1.2.5 of the Secretarial Standard - 2, are given in the Notice of the forthcoming 25^th Annual General Meeting.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

None of the managerial personnel i.e. Managing Director and Whole-time Directors of the Company are in receipt of remuneration / commission from the subsidiary companies.

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. Monthly updates on performance / developments are sent to the Directors. The brief details are put up on the website of the Company at the link:www.jsw.in/investors/energy.

There were no changes in the Key Managerial Personnel of the Company during the Financial Year 2018-19.

19. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report forms a part of this Annual Report. The requisite Certificate from Deloitte Haskins S Sells LLP, the Statutory Auditors of the Company, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 of the Listing Regulations, is annexed to the Corporate Governance Report.

20. Business Responsibility Report

As mandated by Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31^st March, 2019 is available on the website of the Company at the link: www.jsw.in/ investors/energy.

21. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts for the year under review, on a ''going concernâ basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Disclosures related to Policies

A. Nomination Policy

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and for appointment of the Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

I n terms thereof, the size and composition of the Board should have:

- an optimum mix of qualifications, skills, gender and experience as identified by the Board from time to time;

- an optimum mix of Executive, Non-Executive and Independent Directors

- minimum six number of Directors or such minimum number as may be required by Listing Regulations and / or by the Act or as per Articles;

- maximum number of Directors as may be permitted by the Listing Regulations and / or by the Act or as per Articles;

- at least one Woman Director.

While recommending a candidate for appointment, the Compensation and Nomination S Remuneration Committee shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, gender diversity, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

The Nomination Policy, was reviewed and revised by the Board on 29^th March, 2019, to align it with the changes in applicable law.

B. Remuneration Policy

The Company regards its employees across the organisational hierarchy as the most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Companyâs overall objectives.

The Company has devised a policy relating to the remuneration of Directors, KMPs and senior management employees with the following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance.

Remuneration Policy balances Fixed S Variable Pay and short S long-term performance objectives.

The Remuneration Policy was reviewed and revised by the Board on 29^th March, 2019, to align it with the changes in applicable law.

The Remuneration Policy of the Company is available on the website of the Company at the link www.jsw. in/investors/energy.

C. Corporate Social Responsibility Policy

The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy based on the recommendation of the CSR Committee. The Company undertakes CSR activities in accordance with the said Policy.

The Company has adopted a strategy for undertaking CSR activities working directly or through JSW Foundation or in partnership with NGOs / third parties, as appropriate, and is committed to allocating at least 2% of average net profit of the last 3 years as required under Companies Act, 2013 towards Corporate Social Responsibility for the activities covered by categories mentioned in Schedule VII of the Companies Act, 2013. The Company gives preference to the local areas in which it operates for spending the amount of CSR.

In line with the Companyâs CSR Policy and strategy, the Company plans interventions, inter alia, in the field of health, education, livelihood, vocational education, women empowerment, environment sustainability and responsible citizenship.

The CSR Policy of the Company is available on the website of the Company at the link: www.jsw.in/ investors/ energy.

During the year, the Company has spent the entire mandated amount of Rs.13.25 crore on CSR activities. Please refer to the Management Discussion and Analysis section of this Report for further details.

The Annual Report on CSR activities is annexed as Annexure B and forms a part of this Report.

D. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed a ''Whistle Blower Policy and Vigil Mechanismâ.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct.

The Whistle Blower Policy and Vigil Mechanism is available on the website of the Company at the link: www.jsw.in/ investors/energy/jsw-energy-corporate-governance-policies.

E. Risk Management Policy

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

The Company recognises that the emerging and identified risks need to be managed and mitigated to -

- Protect its shareholders and other stakeholderâs interest;

- Achieve its business objectives and;

- Enable sustainable growth.

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments and remain resilient.

b) Unintended risks related to performance, operations, compliances and systems are managed through direction setting vision / mission, prudent capital structuring, funds allocation commensurate with risks and opportunities, code of conduct, competency building, policies, processes, supervisory controls, audit reviews, etc.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex and Ambiguous (VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Decided strategies are executed with focus on action.

f) Overall risk exposure of present and future risks remains within risk capacity as may be perceived by the management.

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

There are no risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis which forms a part of this Annual Report.

F. Policy for Annual Performance Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non - Executive Directors and Executive Directors. On the basis of the criteria specified in this Policy, evaluation of performance during the financial year 2018-19 was carried out by the Compensation and Nomination S Remuneration Committee, of the Individual Directors while the Board carried out performance evaluation of Independent Directors, its own performance and that of the working of its Committees.

A meeting of the Independent Directors, with Mr. Chandan Bhattacharya as the Lead Director, was held on 28^th March, 2019, to review the performance of the Non-Independent Directors, the Board as

a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Where required, feedback is shared with the Directors on the outcome of the evaluation process.

G. Material Subsidiary Policy

Pursuant to the provisions of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries which lays down the criteria for identifying material subsidiaries of the Company.

As per the Material Subsidiary Policy and Regulation 16(1)(c) of the Listing Regulations, JSW Hydro Energy Limited, JSW Energy (Barmer) Limited and JSW Power Trading Company Limited are the material subsidiaries of the Company.

The Policy for determining Material Subsidiaries was reviewed and revised by the Board on 29^th March, 2019, to align it with the changes in applicable law.

The same may be accessed on the website of the Company at the link: www.jsw.in/investors/energy/ jsw-energy-corporate-governance-policies.

H. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations, top 500 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, the Board has approved and adopted a Dividend Distribution Policy which is annexed as Annexure C and forms a part of this Report. The same is also available on the website of the Company at the link: www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies.

23. Meetings of the Board

During the year, the Board of Directors met 5 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Annual Report.

24. Auditors and Auditors'' Reports

a. Statutory Auditor

In line with Section 139 of the Companies Act, 2013 and the Rules made thereunder, Deloitte Haskins S Sells LLP, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting (AGM).

The Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2019. The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2019 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

b. Cost Auditor

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The remuneration payable to the Cost Auditors is subject to ratification of the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to S. R. Bhargave S Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2019-20 has been included in the Notice of the forthcoming 25^th Annual General Meeting of the Company and the Resolution is recommended for your approval.

c. Secretarial Auditor

The Board had appointed S. Srinivasan and Co., Company Secretaries, to carry out a Secretarial Audit for the financial year 2018-19.

The Secretarial Audit Report issued by S. Srinivasan and Co., Company Secretaries, for the financial year 2018-19 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Secretarial Audit Report confirms that the Company has complied with the provisions of the applicable laws. The report in Form MR-3 is annexed as Annexure D and forms a part of this Report.

As per Regulation 24(A) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. JSW Energy (Barmer) Limited was the material subsidiary of the Company for the financial year 2018-19 pursuant to applicable Listing Regulations. Accordingly, Shreyans Jain S Co., Company Secretaries, had carried out the secretarial audit for the material subsidiary for the financial year 2018-19. The Secretarial Audit Report does not contain any observation or qualification.

25. Compliance with Secretarial Standards

During the financial year 2018-19, your Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

26. Material Changes and Commitments

27. Significant and Material Orders passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.

28. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31^st March, 2019, is annexed as Annexure E and forms a part of this Report.

The Annual Return will be available on the website of the Company at the link: www.jsw.in/investors/energy.

29. Environmental Norms

As a conscious corporate and to maintain the best operating standards, the Company has deployed state of the art technology to prevent / minimize pollution levels at all its power plants.

Ministry of Environment, Forest and Climate Change in December, 2015, revised environment emission norms with more stringent emission limits for the operating as well as under implementation power plants in the country. The parameters have been revised for Particulate Matter, Sulphur Dioxide (SO₂), Nitrogen Dioxide (NO₂), Sp. Water Consumption (m³/MWh), Mandatory Environmental Discharge, etc.

Honouring its responsibility towards protecting the ecology, the Company has proactively complied with most of the revised norms and is in the process of complying with the balance norms well within the deadline.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars, as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules-2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy -

(i) The steps taken for energy conservation are as below:

Vijayanagar Plant

1. SBU-2 - reduction of CEP (Condensate Extraction pump) power consumption was achieved by operating at reduced header pressure (Variable Frequency Drive(VFD) Auto Operation) which resulted in recurring saving of 339 kW

2. SBU-2 - One CCW (Circulated Cooling water) pump was stopped during part load operation of the plant to optimize the auxiliary power consumption which resulted in saving of 165 kW

3. SBU-2 - By overhauling of circulating water pump, the internal clearances of Pump 1A were optimized which improved its efficiency S resulted in saving of 53 kW

4. Coal handling system power consumption optimisation was done by reducing dust extraction system running hours thereby resulting in a saving of 46kW

5. SBU-2 - optimisation of running equipment for auxiliary consumption during part load operations resulted in the reduction of the APC (Auxiliary Power Consumption) to below 7% (by stopping One CW (Cooling Water) pump, BFP (boiler feed pump), Mills and CCW pumps

6. Ash handling system - Optimisation of the equipmentâs running hours resulted in reduced auxiliary power consumption by 35kW

7. Refurbishment of BFP-2A cartridge was completed which resulted in a saving of 60kW

8. SBU-1 - Implementation of change in operation philosophy (single burner operation) resulted in reduction of oil consumption during normal running

Ratnagiri Plant

1. Ash handling - Optimisation of the compressor operating hours (almost 5 hours reduced) resulted in a saving of 2.1 MUs

2. Replacement of baskets for APH-B (Air PreHeater) and of high pressure jet water washing for APH-A in Unit-1 resulted in a saving 333 kW in ID fan power consumption as well as increased the boiler efficiency by 0.48%

3. Replacement of baskets in both APH of Unit-

2 resulted in saving 380 kW in ID Fan power consumption and improved boiler efficiency by 0.21 %

4. Replacing the passing recirculation of 2 Control Valves of BFPs resulted in reducing the power consumption by 477 kW

5. The replacement of all CT (Cooling Tower) fans in Unit-1 with high efficiency fans having an aerofoil design resulted in saving of 7 kCal/kWh in heat rate through vaccum improvement

6. Optimisation of the discharge pressure of the condensate extraction pump (CEP) helped to reduce power consumption, thus resulting in a saving of 400 kW

(ii) The steps taken by the Company for utilising alternate sources of energy:

Vijayanagar Plant: In both SBU-1 (2 X 130 MW) and (2 X 300 MW) units, waste gases from blast furnace are being utilized as fuel which has led to displacement of coal

Ratnagiri Plant: None

(iii) The capital investment on energy conservation equipment:

Vijayanagar Plant : No major capital investment. Ratnagiri Plant: Total Capital investment: Rs.4.32 crore

(B) Technology absorption -

(i) The efforts made towards technology absorption are provided below -

Vijayanagar Plant:

1. SBU-1 replacement of existing GRP cooling tower fan blades with efficient high air flow blades

2. Implementation of DSM (Deviation settlement mechanism) as per latest amended CERC regulations

3. SBU-2 - The Auxiliary Turbo Supervisory instrument - Vibration system and the Turbine Supervisory Instruments Monitoring system have been upgraded

4. I n the 220KV switchyard 48 double break and centre break isolators have been replaced with isolators having better design

5. I nstallation of BFP recirculation valve with modified internals in the 300MW units

Ratnagiri Plant

1. Changing the Unit-2 Turbine insulation from alumina-silicate to ceramic MAT insulation

2. Installation of ash analyser

3. Replacement of single LP (Low pressure) turbine blade without removing other blades in Unit-2

4. Use of drone for security and vigilance purpose

5. Commissioning of Reverse Osmosis plant to use sea water as alternate source of raw water

6. Installation of STP (Sewage Treatment Plant) analyser at Jaiwadi Township

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Vijayanagar Plant

1. Improved air flow and better heat exchange efficiency for better CT effectiveness

2. Effective monitoring, minimising deviations and compliance with new DSM regulations

3. Successfully combating obsolescence

4. Reduced down time and improved plant availability

5. Reduced specific power consumption of BFP

Ratnagiri Plant

1. Improved Unit Heat rate

2. Analysing Ash content in the fired coal

3. Reduction in unit shutdown time by changing only one blade

4. Better vigilance obtained using drone technology

5. Raw water sufficiency achieved

6. Improved plant performance and auxiliary power consumption

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil / Not Applicable.

(iv) The expenditure incurred on Research and Development:

The Company did not carry out any core R S D work during the financial year 2018-19.

(v) Future Plans

Vijayanagar Plant

1. Replacement of cooling tower fills with new technology (Anti clog, hybrid trickle fills) to avoid silt deposition and having improved efficiency

2. Installation of auto sampler for coal sample collection required for quality analysis

3. Boiler Retrofit / additional boiler installation to accommodate additional gas firing

4. Replacement of APH baskets in SBU-2 Unit-2 for Boiler efficiency improvement

5. Replacement of 220KV pneumatic breaker with spring charged breaker

6. Replacement of SBU-2 Unit-2 cooling tower fan with energy efficient blades

7. Installation of PA fan spacer coupling in SBU-1 Unit-1

8. Installation of online alkaliser in stator water system of the 300MW units

9. Replacement of existing high chrome rollers and bull rings with sinter cast

Ratnagiri Plant

1. Replacement of cooling tower fans in Unit-2

2. Installation of VFDs in PA Fans

3. Installation of auto sampler for coal

4. Replacement of baskets for APH-A in Unit-1

5. Replacement of baskets in Unit-3

(C) Foreign exchange earnings and outgo -

The Foreign Exchange earnings of the Company for year under review amounted to Nil. The foreign exchange outflow is as under:

Sr. No. Particulars		(Rs. crore)
a)	Import of coal	2573.71
b)	Stores, Spares and Plant S	35.16
	Equipment
c)	Travelling Expenses	0.46
d)	Legal and Professional	3.25
e)	Interest and Finance charges	17.74
f)	Membership fee	0.20
g)	Other expenses	0.10

31. Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure G and forms a part of this Report.

32. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and duly constituted Internal Complaints Committees across locations. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organisation on a continuous basis. Your Directors state that during the year under review, one complaint was filed and the same was satisfactorily resolved.

33. Acknowledgements

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees.

For and on behalf of the Board of Directors

Sajjan Jindal

Chairman S Managing Director

Mumbai, 16^th May, 2019

Mar 31, 2018

To the Members,

The Directors are pleased to present the 24^th Annual Report and the audited Financial Statement of your Company for the year ended on 31^st March, 2018.

1. Financial performance

The financial performance of the Company for the year ended on 31^st March, 2018, is as summarised below:

(Rs. crore)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	4,705.76	4,369.52	8,513.98	8,480.43
Profit before Interest, Depreciation, Tax and Exceptional items	1,200.65	1,233.82	3,227.56	3,541.36
Finance Cost	476.21	533.04	1,455.91	1,684.75
Depreciation and Amortisation expense	364.21	363.90	966.08	969.15
Share of Profit/(Loss) of an Associate/Joint venture	0	0	(49.49)	4.06
Exceptional items	659.18	0	417.94	0
Profit before Tax	(298.95)	336.88	338.14	891.52
Tax expense	145.33	142.13	253.23	269.01
Profit for the year attributable to: Owners of the Company	(444.28)	194.75	77.97	629.03
Profit for the year attributable to: Non-controlling interest	-	-	6.94	(6.52)
Other Comprehensive Income	700.06	0.17	697.12	432.09
Total Comprehensive Income (attributable to owners of the Company)	255.78	194.92	775.09	1,061.12
Total Comprehensive Income (attributable to Non-controlling interest of the Company)	-	-	6.94	(6.52)

2. Result of operations and the state of affairs

Standalone

- The total revenue of the Company for fiscal 2018 stood at Rs.4,705.76 crore as against Rs.4,369.52 crore for fiscal 2017 showing an increase of 7.70%.

- The EBIDTA (before exceptional items) decreased by 2.69% from Rs.1,233.82 crore in fiscal 2017 to Rs.1,200.65 crore in fiscal 2018.

- Profit after tax reduced from Rs.194.75 crore in fiscal 2017 to loss after tax of Rs.444.28 crore in fiscal 2018.

- The net worth of the Company increased to Rs.9,877.47 crore at the end of fiscal 2018 from Rs.8,393.56 crore at the end of fiscal 2017.

- The net debt gearing of the Company was at 0.30 times as at the end of fiscal 2018 compared to 0.39 times at the end of fiscal 2017.

Your Company has achieved a net debt reduction of Rs.302 crore in FY 2017-18 and cost of long-term debt reduced by 114 bps p.a. in FY 2017-18.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2018 stood at Rs.8,513.98 crore as against Rs.8,480.43 crore for fiscal 2017 showing an increase of 0.40%.

- The consolidated EBIDTA (before exceptional items) decreased from Rs.3,541.36 crore in fiscal 2017 to Rs.3,227.56 crore in fiscal 2018 showing a decrease of 8.86%.

- The consolidated profit for the year decreased from Rs.629.03 crore in fiscal 2017 to Rs.77.97 crore in fiscal 2018 showing a decrease of 87.60%.

- The consolidated net worth of your Company increased from Rs.10,368.46 crore at the end of fiscal 2017 to Rs.11,109.70 crore in fiscal 2018 showing an increase of 7.15%.

- The consolidated net debt gearing of the Company is 1.02 times as at end of fiscal 2018 compared to 1.29 times in fiscal 2017.

Please refer to the Management Discussion and Analysis section which forms a part of this Annual Report for details of the performance and operations review and the Companyâs strategies for growth.

3. Reserves

The Company proposes to transfer an amount of Rs.141.61 crore from the Debenture Redemption Reserve to Surplus. An amount of Rs.155.83 crore is proposed to be retained in the Surplus.

4. Dividend

Considering the Companyâs growth plans, your Directors have decided not to recommend any dividend for FY 2017-18 [Rs.0.50 per share (5%) in previous year].

5. Financial Statement

The audited Standalone and Consolidated Financial Statement of the Company, which forms a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the prevailing Indian Accounting Standards.

6. Subsidiaries

The details of subsidiary companies as at 31^st March, 2018, are as follows:

Domestic Subsidiaries A. Raj WestPower Limited (RWPL)

RWPL, is a wholly owned subsidiary of the Company. The power plant commissioned in FY 2012-13, comprises of 8 lignite based units of 135 MW each aggregating to 1,080 MW.

The Company has invested Rs.1,726.05 crore as equity and advanced Rs.567.64 crore as loan to RWPL as at 31^st March, 2018.

RWPL sources lignite from Barmer Lignite Mining Company Limited, and sells the entire power to the Rajasthan Distribution Companies (âDiscomsâ) under a 30 year Power Purchase Agreement.

During the year, RWPL achieved a Deemed Plant Load Factor of 84.32% and a Plant Load Factor (PLF) of 72.47% with a gross generation of 6,856 million units. Itâs net generation (after auxiliary consumption) of 6,140 million units was sold to Discoms generating a total revenue of Rs.2,288.86 crore and a profit after tax of Rs.134.35 crore on a standalone basis and a profit after tax of Rs.84.86 crore on consolidated basis during the FY 2017-18.

The tariff charged by RWPL is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission (âRERCâ). RERC has granted Ad-hoc / Interim Tariff based on which, RWPL has continued to raise its bills and recognise revenue in its books.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL is a 51: 49 joint venture between Rajasthan State Mines and Minerals Limited (RSMML), a Government of Rajasthan enterprise and RWPL. It was set up to develop lignite mines in two contiguous blocks viz., Kapurdi and Jalipa in the District of Barmer in Rajasthan. RWPL has invested equity of Rs.9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs.567.64 crore, as on 31^st March, 2018. BLMCL has incurred project cost of Rs.2,146.38 crore as at 31^st March, 2018, which is subjected to audit.

BLMCL has a mining lease for Kapurdi and Jalipa Lignite mines. The Ministry of Environment, Forest and Climate Change had, in September, 2014, approved the enhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years. Jalipa Mines has achieved commercial operations with effect from 1^st November, 2017. BLMCL has achieved production of 6 million tonnes of lignite from Kapurdi Mines and 0.11 million tonnes of lignite from Jalipa Mines in FY 2018. BLMCL supplied its entire lignite production from Kapurdi and Jalipa Lignite Mines to meet the total requirement of RWPLâs power plant.

The transfer price of lignite is determined by RERC. While RERC is yet to approve the final transfer price which is under review, RERC has granted an Adhoc / Interim transfer price based on which BLMCL has continued to raise its bills and recognise revenue in its books. The same is subject to the final transfer price determined by RERC for both the mines.

B. Jaigad PowerTransco Limited (JPTL)

JPTL, a 74:26 joint venture between the Company and Maharashtra State Electricity Transmission Company Limited, a Government of Maharashtra enterprise, was set up for development of the transmission system as an integral part of Intrastate transmission system aimed at evacuation of power generated from the Companyâs 1,200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

The Company has invested Rs.101.75 crore as equity as at 31^st March, 2018 in JPTL.

JPTL has complied with all regulatory requirements during the financial year under the transmission license granted by MERC. On 29^th November, 2017, JPTL filed petitions with MERC for approval of Truing Up of ARR for FY 2015-16 and FY 2016-17, Provisional Truing up of FY 2017-18 and revised projection of FY 2018-19 and FY 2019-20 in accordance with MERC MYT Regulations 2011 S 2015.

JPTL has maintained a high availability of the transmission system at 99.63% for FY 2017-18. JPTL has generated total revenue of Rs.91.57 crore and net profit after tax of Rs.26.82 crore during the FY 2017-18. The Board of JPTL has declared an interim dividend of 15% and recommended a final dividend of 10% for FY 2017-18.

C. Himachal Baspa Power Company Limited (HBPCL)

The strategic acquisition of the hydroelectric power plants at Karcham and Baspa in FY 2015-16, marked the Companyâs foray in hydro power generation. The Company has invested Rs.2,046.01 crore as equity as at 31^st March, 2018 in HBPCL.

Karcham Plant

The Karcham plant is a 1,000 MW (4X250 MW) run of the river hydro power plant located on river Sutlej in Kinnaur district of Himachal Pradesh. It has in-built capacity of 1,100 MW (10% overload) and design energy is 4,131 MUs for 1,000 MW capacity.

During the year ended 31^st March, 2018, the Karcham plant achieved a Plant Load Factor of 52.18% with gross generation of 4,570.63 million units and a net generation of 3,995.55 million units after auxiliary consumption and free power supply to Government of Himachal Pradesh (GoHP) (12%). Out of the net generation, it has sold 2,330.75 million units to PTC India Limited under a long-term Power Purchase Agreement. 1,664.80 million units have been sold to Indian Energy Exchange (IEX) and other buyers under short term agreements. The plant generated total revenue of Rs.1,216.48 crore during the FY 2017-18.

During the year ended 31^st March, 2018, HBPCL has successfully secured PPAs aggregating to 376 MW, to be supplied from the Karcham Plant. This consists of supply of 176 MW to Haryana Power Purchase Centre under a PPA with PTC India Limited and 200 MW to Punjab State Power Corporation Limited under the original PPA for 704 MW.

Baspa Plant

The 300 MW (3X100 MW) Baspa plant is located on the river Baspa, a tributary of river Sutlej in district Kinnaur, Himachal Pradesh. The design energy of the plant is 1,213 million units for 300 MW capacity which comes to 1,050 million units (Net) after auxiliary consumption and free power to GoHP (12%).

During the year ended 31^st March, 2018, the Baspa plant achieved a Plant Load Factor of 51.87% with gross generation of 1,336.65 million units and net generation of 1,163.36 million units (net) after auxiliary consumption and free power to GoHP (12%). Out of the net generation, it has sold 1,163.36 million units to Himachal Pradesh State Electricity Board Limited and generated total revenue of Rs.184.45 crore during the FY 2017-18.

D. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of the Company for developing the renewable arm of the Company. The Company has invested Rs.70.05 crore as equity and advanced Rs.4.08 crore as loan to JSWGEL as at 31^st March, 2018.

Pursuant to the Scheme of Arrangement approved by the National Company Law Tribunal, the power trading business of the erstwhile JSW Power Trading Company Limited (JSWPTC) has been demerged into JSWGEL and its remaining business has been merged with JSW Energy Limited from the Appointed Date i.e. closing hours of 31^st March 2015. The Effective Date of the Scheme was 19^th February, 2018. Consequently, the trading licence held by the erstwhile JSWPTC was transferred to JSWGEL pursuant to which, JSWGEL has commenced trading in power procured from the Company and its associates as well as third party suppliers / generators.

JSWGEL (erstwhile JSWPTC) achieved a total trading volume of 3,546 million units generating a total revenue of Rs.1,411.89 crore with profit after tax of Rs.0.05 crore. Trading volume has reduced by 13% on account of the Company undertaking direct sale of major quantum of power from its plants to customers. JSWGEL has facilitated its Group Companyâs plants for supplying power directly to the utilities / industry.

While JSWGEL has obtained membership of Power Exchange of India Limited, it has applied for membership to India Energy Exchange Limited.

E. JSW Energy (Raigarh) Limited (JSWERL)

JSWERL, a wholly owned subsidiary of the Company, was incorporated for setting up a coal based 1,320 MW power plant in Raigarh District, Chhattisgarh. The Project Cost is estimated at Rs.6,500 crore and is proposed to be financed with a debt equity ratio of 75:25. A part of the land required for the project has been acquired. Environment clearance has been obtained from the Ministry of Environment, Forest and Climate Change. JSWERL is yet to commence operations.

The Company has invested Rs.113.83 crore as equity and advanced Rs.0.35 crore as loan to JSWERL as at 31^st March, 2018.

F. JSW Energy (Kutehr) Limited (JSWEKL)

JSWEKL was incorporated as a wholly owned subsidiary of the Company as a special purpose vehicle for the purpose of pursuing the 240 MW Kutehr Hydro Project located on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. JSWEKL is yet to commence operations.

The Company has invested Rs.29.02 crore as equity contribution as at 31^st March, 2018 in JSWEKL.

G. JSW Solar Limited (JSWSL)

During the year under review, the Company incorporated JSWSL, a 100% subsidiary in the renewable energy space, on 1^st January, 2018 and its first financial year will end on 31^st March, 2019.

The Company has invested Rs.0.01 crore as equity as at 31^st March, 2018 in JSWSL.

H. JSW Electric Vehicles Private Limited (JSWEVL)

The Company has diversified its business to foray into electric vehicles, energy storage systems and charging infrastructure.

To fuel this diversification strategy, the Company, during the year under review, acquired 100% stake in to undertake manufacturing of electric vehicles, energy storage systems. JSWEVL was incorporated on 18^th July, 2017. The consolidated results of the Company include the financials of JSWEVL for the first financial year ended on 31^st March, 2018.

The Company has invested Rs.0.01 crore as equity as at 31^st March, 2018 in JSWEVL.

Overseas Subsidiaries A. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19^th April, 2010 in Mauritius as a wholly owned subsidiary of your Company for overseas acquisition of coal assets.

The Company has equity investment of Rs.42.11 crore in JEMML and advanced Rs.343.76 crore as loan as on 31^st March, 2018. It has downstream equity investment of Rs.39.03 crore in JSW Energy

Natural Resources Mauritius Limited (JENRML) and advanced Rs.346.93 crore as loan as on 31^st March, 2018 for acquiring and developing coal mining assets in South Africa.

JENRML has invested a minimal amount (less than Rs.50,000) in the equity of Minerals & Energy Swaziland Proprietary Limited (MESPL) and has advanced Rs.2.60 crore as loan to MESPL as on 31^st March, 2018.

The Company has initiated the process of liquidating JEMML by consolidating its operation in one Mauritius Company viz. JSW Energy Natural Resources Mauritius Limited.

B. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19^th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs.38.76 crore in equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs.342.84 crore as loan as on 31^st March, 2018. The Company has initiated the process of transferring the equity investment and advances provided by JEMML to JENRML in its books pursuant to proposed liquidation of JEMML. Investment made in the equity and advances provided to MESPL by JEMML shall be transferred in to JENRML pursuant to proposed liquidation of JEMML.

C. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs.28.43 crore in acquiring equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs.8.70 crore in acquiring equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs.7.19 crore in equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs.296.39 crore as loan to its subsidiaries as on 31^st March, 2018.

D. South African Coal Mining Holdings Limited (SACMH)

SACMH is utilising its logistical and infrastructural assets to generate rental income to offset the costs incurred while mining operations remain suspended. The mines are presently under care and maintenance pending receipt of requisite licences in the new mining area. The effective shareholding of the Company in SACMH as at 31^st March, 2018 stands at 69.44%.

E. Minerals & Energy Swaziland Proprietary Limited (MESPL)

MESPL was acquired on 4^th September, 2016 through JEMML acquiring 51% stake in MESPLâs equity, for setting up of power plant in the Kingdom of Swaziland.

7. Report on performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, the below mentioned subsidiaries have been wound up / liquidated / ceased to exist in accordance with the local legal statutory requirements:

A. JSW Power Trading Company Limited (JSWPTC)

B. JSW Energy Natural Resources UK Limited (JENRUKL)

C. JSW Energy Natural Resources (BVI) Limited (JENRBL)

D. Ilanga Coal Mines Proprietary Limited

E. Voorslag Coal Handling Proprietary Limited

F. SACM (Newcastle) Proprietary Limited

G. Jigmining Operations 3 Proprietary Limited

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2018 in the prescribed format AOC-1 is attached as Annexure B to the Consolidated Financial Statement of the Company and forms a part of this Report.

These documents will also be available for inspection during business hours at the registered office of the Company.

8. New Projects, Initiatives and Joint Ventures

Toshiba JSW Power Systems Private Limited (âToshiba JSWâ) (formerly Toshiba JSW Turbine and Generator Private Limited)

Toshiba JSW is a joint venture Company with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by the Company and 2.48% by JSW Steel Limited. Toshiba JSW was formed for the purpose of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators.

Toshiba Corporation has undergone corporate restructuring as a result of which its entire energy business stands transferred to its new subsidiary, Toshiba Energy Systems S Solutions Corporation (TESSC). To support the operations of Toshiba JSW, TESSC is proposing capital infusion of Rs.1,100 crore in Toshiba JSW.

Power Exchange of India Limited (PXIL)

PXIL is promoted by National Stock Exchange of India Limited and National Commodities S Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates. JSWGEL is also a member of PXIL.

The Company has invested Rs.1.25 crore in PXIL.

9. Non-Convertible Debentures / Deposits

During the year ended 31^st March, 2018, your Company has redeemed / repaid Non-Convertible Debentures amounting to Rs.920 crore. The redemption / repayment is in accordance with the terms of the respective issues.

Also, during the year ended 31^st March 2018, your Company issued 5,000 Redeemable, Rated, Listed, Secured, Taxable, Non-Convertible Debentures (âNCDsâ) of Rs.10 Lakhs each by way of Private Placement aggregating to Rs.500 crore carrying a coupon rate of 8.40% p.a. with redemption at the end of 3 years. The NCDs are listed on the WDM segment of BSE Limited.

The Company has neither accepted nor renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

10. Material changes and commitments

11. Significant and material orders passed by regulators or courts or tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.

12. Internal Controls Systems and Internal Financial Controls related to Financial Statement

The details in respect of internal controls and internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Report.

13. Particulars of Loans, Guarantees, Investments and Securities

14. Particulars of Contracts or Arrangement with Related Parties

The Companyâs Policy on Materiality of Related Party Transactions as also dealing with Related Party Transactions, as approved by the Board, may be accessed on the website of the Company at the link: www.jsw.in/investors/energy.

All contracts / arrangements / transactions entered into during the financial year by the Company with Related Parties were in the ordinary course of business and on an armâs length basis.

Related Party Transactions which are in the ordinary course of business and on an armâs length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

15. Disclosure under the Employees Stock Option Plan and Scheme

During the year under review, the JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega Stock Option Scheme 2012 (ESOS 2012) were terminated on the Closing Date of 30^th September, 2017 and any Stock Options that remained unexercised after the Closing Date, have automatically lapsed.

A total of 60,00,000 (Sixty Lakhs) options would be available for grant to the eligible employees of the Company and its Indian Subsidiaries, including Wholetime Directors.

As per the Plan 2016, 50% of the granted options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 (âSEBI (SBEB) Regulationsâ) for the year ended 31^st March, 2018, with regard to the ESOP 2010, ESOS 2012 and ESOP 2016 are provided on the website of the Company at the link: www.jsw.in/investors/energy and forms a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP Plans are to be exercised by them directly or through their appointed proxy; hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the aforesaid ESOP Plans and the same are in compliance with the SEBI (SBEB) Regulations.

The certificate from the Statutory Auditors of the Company, that the Scheme has been implemented in accordance with the SEBI (SBEB) Regulations and with the Resolution passed by the Members, would be placed at the forthcoming 24^th Annual General Meeting for inspection by the Members.

16. Share Capital

The Paid up Equity Share Capital as at 31^st March, 2018 is Rs.1,640.05 crore. During the year under review, the Company has not issued any: a) shares with differential rights b) sweat equity shares and c) equity shares under Employees Stock Option Scheme.

17. Credit Rating

CARE has reaffirmed âCARE AA-â (Double A minus) rating to the long-term bank facilities (Rs.3,711 crore) and Non-Convertible Debentures (Rs.2,920 crore) of the Company. The outlook was indicated as âNegativeâ.

The rating for the short-term bank facilities (Rs.4,652 crore) and proposed Commercial Papers (Rs.700 crore) has been reaffirmed at âCARE A1 â (A One Plus).

18. Awards

During the year, the Company received the following awards:

Vijayanagar

1. âNational Energy Management Awardâ for âExcellence in Energy Managementâ by Confederation of Indian Industries (CII)

2. âSafety Awardâ (2^nd prize) for Best Safe Power Boiler, 2017 by Department of Factories, Boilers, Industrial Safety and Health, Government of Karnataka

3. âRoSPA Awardâ (Silver Award) for occupational Health and Safety Performance by The Royal Society for the Prevention of Accidents, United Kingdom for maintaining high level of safety practices

4. Power Award for Innovation in Energy Conservation by Independent Power Purchase Producers Association of India (IPPAI)

5. Power Award for outstanding contribution in turning ideas and policies into reality by Government of Karnataka

Ratnagiri

1. Golden Peacock National Quality Award-2017 (Winner) for overall quality of work by Institute of Directors, New Delhi

2. SEEM National Energy Management Award-2016 (Gold) for efforts taken in Energy Conservation by the Society of Energy Engineers S Managers

3. MEDA State Level Award for Excellence in Energy Conservation S Management for 2015-16 by MEDA (Maharashtra Energy Development Energy-A Govt. of Maharashtra Institution)

4. Outstanding Achiever in Power Sector Award for Innovation in Energy Conservation by Independent Power Purchase Producers Association of India (IPPAI)

5. Outstanding Achiever in Power Sector Award for Innovation in Fuel Storage (New Alternate Fuel)-Pyrolysis System by Independent Power Purchase Producers Association of India (IPPAI)

6. Five Star (Very Good) Rating for pollution control measures from Maharashtra Pollution Control Board on the basis of Particulate Matter Emission

19. Directors and Key Managerial Personnel

During the year under review, Mr. Prashant Jain was appointed as the Joint Managing Director and CEO of the Company with effect from 16^th June, 2017. Mr. Sanjay Sagar resigned as the Joint Managing Director and CEO of the Company with effect from the close of business hours on 15^th June, 2017. Your Directors place on record their appreciation for valuable services rendered by Mr. Sagar.

Mr. Uday Chitale, Independent Director, resigned as a Director with effect from 23^rd April, 2018. Your Directors place on record their appreciation for valuable services rendered by Mr. Chitale.

Re-appointment / Appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Tanvi Shete (DIN: 07565435) retires by rotation at the forthcoming 24^th Annual General Meeting and, being eligible, offers herself for re-appointment.

On the recommendation of the Compensation and Nomination S Remuneration Committee, the Board appointed Mr. Jyoti Kumar Agarwal (DIN: 01911652) as an Additional Director with effect from 11^th August, 2017 to hold office upto the date of the forthcoming 24^th Annual General Meeting. Subject to the approval of the Members, the Board also appointed Mr. Jyoti Kumar Agarwal as a Whole-time Director (designated as Director - Finance) for a term of 5 years with effect from 11^th August, 2017 till 10^th August, 2022.

On the recommendation of the Compensation and Nomination S Remuneration Committee, the Board appointed Mr. Sattiraju Seshagiri Rao (DIN: 00150816) as an Additional Director with effect from 3^rd May, 2018 to hold office upto the date of the forthcoming 24^th Annual General Meeting. Subject to the approval of the Members, the Board also appointed Mr. Sattiraju Seshagiri Rao as an Independent Director for a term of 3 years with effect from 3^rd May, 2018 till 2^nd May, 2021.

The above appointments and re-appointments form a part of the Notice of the forthcoming 24^th Annual General Meeting, and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Clause 1.2.5 of the Secretarial Standards - 2, are given in the Notice of the forthcoming 24^th Annual General Meeting.

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder as well as Regulation 16(1)(b) of the Listing Regulations.

None of the managerial personnel i.e. Managing Director and Whole-time Directors of the Company are in receipt of remuneration / commission from the subsidiary companies.

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. and related matters are put up on the website of the Company at the link: www.jsw.in/investors/energy.

There were following changes in the Key Managerial Personnel of the Company during the year.

Mr. Sanjay Sagar ceased to be a Key Managerial Personnel (Joint Managing Director & CEO) upon his resignation at the close of business hours on 15^th June, 2017.

Mr. Prashant Jain was appointed as a Key Managerial Personnel in his capacity of Joint Managing Director 8 CEO of the Company with effect from 16^th June, 2017.

20. Corporate Governance Report

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report forms a part of this Annual Report.

The requisite Certificate from Deloitte, Haskins & Sells LLP., the Statutory Auditors of the Company, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 of the Listing Regulations, is annexed to the Corporate Governance Report.

21. Business Responsibility Report

As mandated by Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31^st March, 2018 is available on the website of the Company at the link: www.jsw.in/investors/energy.

22. Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

(a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts for the year under review, on a âgoing concernâ basis;

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Disclosures related to Company Policies

A. Nomination Policy

The Company has devised a Nomination Policy for the appointment of persons to serve as Directors on the Board of the Company and for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

I n terms thereof, the size and composition of the Board should have:

- Mix of qualification, skills and experience;

- Mix of Executive, Non-Executive and Independent Directors;

- Minimum four number of Directors as per Articles, maximum number of Directors as may be permitted by its Articles, Listing Agreements and by law;

- At least One Woman Director.

While recommending a candidate for appointment, the Compensation and Nomination S Remuneration Committee shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

B. Remuneration Policy

The Company regards its employees across the organisational hierarchy as a most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Companyâs overall directive.

The Company has devised a policy relating to the remuneration of Directors, KMP and other employees with following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed S Variable

Pay and reflects short S long-term performance objectives.

The Remuneration Policy of the Company is annexed as Annexure B and forms a part of this Report.

C. Corporate Social Responsibility Policy

The Board of Directors of the Company has approved a CSR Policy based on the recommendation of the CSR Committee. The Company has initiated CSR activities in accordance with the said Policy.

The Corporate Social Responsibility Policy inter alia strives to address the issues related from antenatal stage of life up to the reproductive age of 45 years under the theme âJanam se Janani Tak, JSW Aap ke Saathâ through a process of social inclusion.

The Company has adopted a strategy for working directly or through JSW Foundation or in partnership, as appropriate, and is committed to allocating at least 2% of average net profit of the last 3 years as required under Companies Act, 2013 towards Corporate Social Responsibility for the activities covered by categories mentioned in Schedule VII of the Companies Act, 2013.

In line with the approach and strategy, the Company plans interventions inter alia in the field of health, education, livelihood, vocational education, women empowerment, environment sustainability and responsible citizenship.

The CSR Policy of the Company is available on the website of the Company at the link: www.jsw.in/ investors/ energy.

During the year, the Company has spent the entire mandated amount of Rs.20.25 crore on CSR activities. Please refer to the Management Discussion and Analysis section for further details.

The Annual Report on CSR activities is annexed as Annexure C and forms a part of this Report.

D. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed âWhistle Blower Policy and Vigil Mechanismâ.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy

The Whistle Blower Policy and Vigil Mechanism is available on the website of the Company at the link: www.jsw.in/ investors/energy.

E. Risk Management Policy

The Board has adopted a Risk Management Policy.

The Policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

The Company recognises that the emerging and identified risks need to be managed and mitigated to -

- Protect its shareholders and other stakeholderâs interest,

- Achieve its business objective and

- Enable sustainable growth.

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments and remain resilient.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex and Ambiguous (VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Decided strategies are executed with focus on action.

f) Risks arising out of unintended consequences of decisions or actions related to performance, operations, compliance, incidents, processes, systems are monitored and managed appropriately.

g) Overall risk exposure of present and future risks remains within risk capacity as may be perceived by the management.

h) Creation of Risk Management Committee.

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

F. Policy for Annual Performance Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non- Executive Directors and Executive Directors. On the basis of the criteria specified in this Policy, evaluation of performance during FY 2017-18 was carried out by the Compensation and Nomination S Remuneration Committee, of the Individual Directors while the Board carried out performance evaluation of Independent Directors, its own performance and that of the working of its Committees.

A Meeting of the Independent Directors, with Mr. Chandan Bhattacharya as the Lead Director, was held on 27^th March, 2018, to review the performance of the Non-Independent Directors, the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Where required, feedback is shared with the Directors on the outcome of the evaluation process.

G. Material Subsidiary Policy

The Policy for determining Material Subsidiaries may be accessed on the website of the Company at the link: www.jsw.in/investors/energy.

H. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. The Board has approved and adopted a Dividend Distribution Policy which is annexed as Annexure D and forms a part of this Report and the same is available on the website of the Company at the link: http://www.jsw.in/investors/energy/jsw-energy-corporate-governance-policies.

24. Meetings of the Board

During the year, the Board of Directors met 10 times. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms a part of this Annual Report.

25. Auditors and Auditors Reports

a. Statutory Auditors

The Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2018. The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

Deloitte Haskins & Sells LLP., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company from the conclusion of the previous (23^rd) Annual General Meeting till the conclusion of the 28^th Annual General Meeting, subject to ratification of their appointment by the Members at every intervening Annual General Meeting.

The Company has received a certificate under Section 141(3) of the Companies Act, 2013 read with Rule 10 of the Companies (Audit and Auditors) Rules, 2014 from Deloitte, Haskins & Sells LLP, Chartered Accountants, Mumbai confirming their eligibility to continue as the Auditors of the Company and that they are free from any disqualifications and that they do not violate the limits as specified under the Companies Act, 2013.

The necessary Resolution for ratification of appointment of Deloitte, Haskins & Sells LLP, Chartered Accountants, Mumbai as the Statutory Auditors has been included in the Notice of the forthcoming 24^th Annual General Meeting of the Company and the Resolution is recommended for your approval.

b. Secretarial Auditor

The Board had appointed S. Srinivasan and Co., Company Secretaries, to carry out a Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report issued by S. Srinivasan and Co., Company Secretaries for the financial year 2017-18 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 is annexed as Annexure E and forms a part of this Report.

c. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board has appointed S.R. Bhargave & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2018-19. The remuneration payable to the Cost Auditors is subject to approval of the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to S. R. Bhargave & Co., Cost Accountants to conduct the audit of cost records of the Company for the financial year 2018-19 has been included in the Notice of the forthcoming 24^th Annual General Meeting of the Company and the Resolution is recommended for your approval.

26. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92(3) of the Act is annexed as Annexure F and forms a part of this Report.

27. Environment Norms

As a conscious effort to maintain the best standards, the Company has deployed state of the art technology to prevent / minimise pollution at all its power plants.

Ministry of Environment, Forest and Climate Change in December, 2015, revised environment emission norms with more stringent emission parameter limits for the operating and under implementation power plants in the country. The parameters have been revised for Particulate Matter, Sulphur Dioxide (So2), Nitrogen Oxides (No2), Sp. Water Consumption (Cum/MWh), Mandatory Environmental Discharge, etc. The current deadline for achieving the revised norms is December 2022.

In keeping with its responsibility towards protecting the ecology, the Company has already complied with most of the revised norms and is in the process of complying with the balance norms well within the deadline.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy:

Vijayanagar

1. SBU-2 ESP Power consumption optimisation by changing the operating mode and duty ratio in both 300MW units resulted in recurring saving of 500Kwh.

2. SBU-1 Unit-2, Reduction of power consumption of ID fan motors by installing variable frequency drives (VFD) and spacer coupling shaft resulted in recurring saving of 400KWh.

3. SBU-2 Units, reduction of CEP Power consumption by implementing VFD Auto Operation on optimised header pressure resulted in recurring saving of 280Kwh.

4. SBU-2 Units, during part load operation of the plant and to optimise the auxiliary power consumption, one CW pump was stopped resulted in saving of 1430KWh.

5. SBU-1 Unit, during part load operation of the plant and full gas firing conditions, stopping of one PA fan and mills resulted in saving of power 265KWh.

6. 1800 Nos of LEDs were retrofitted in place of the existing HPSV lamps, resulted in saving of 90Kwh

7. SBU-1 Unit, reduction of ESP power consumption by changing charge ratio resulted in saving of 82Kwh

8. SBU-2 Unit, seal air fan power consumption reduced by optimising the seal air header pressure resulted in saving of 30Kwh.

9. SBU-1 and 2, reduction of oil consumption by 9KL per cold start-up by cut-in gas burners and optimising the start-up time

10. Improvement of SBU-1 Unit-1 heat rate by 50KCal/Kwh by identifying and arresting the air-ingress into the condenser using the new methodology of condenser steam pressurisation test.

Ratnagiri

1. Replacement of ID fan hydraulic coupling with spacer coupling shaft between motor and fan, resulted in savings of 567 kWh per hour. Approx. reduction of 0.19% of aux power at full load.

2. Lowered both sides of hot water manifold of Unit- 4 cooling tower to improve the cooling tower performance. This has resulted in improvement of 0.60.Deg.C in cold water temperature, resulting in improvement of 4.27 kCal/kWh Turbine heat rate.

(ii) The steps taken by the Company for utilising alternate sources of energy:

Vijayanagar: -Nil

Ratnagiri: - Nil

(iii) The capital investment on energy conservation equipment:

For the steps taken in 28(A)(i) above, capital investment are

Vijayanagar: - Rs.7.83 crore

Ratnagiri: - Rs.2.38 crore.

(B) Technology absorption -

(i) The efforts made towards technology absorption;

Vijayanagar

1. SBU - 2 Unit - 2 Electrostatic Precipitator (ESP) spike electrodes replaced with spiral electrodes.

2. SBU-1 Unit-2 Distributed control system (DCS) RSM (Renovation and modernisation) with latest State of Art Symphony Plus Technology.

3. Nitrogen blanketing for HP Bypass system to avoid moisture ingress.

4. Carried out 56 numbers of logic/structural modifications in plant which has resulted in enhanced plant performance and safety.

5. SBU-2 Unit-2 one mill, the conventional rollers were replaced by Sinter Cast rollers.

6. 300MW Units mill gear box internals were developed indigenously.

7. 400KV switchyard pantograph isolators are replaced with improved version of scissor design.

Ratnagiri

1. Changing Unit-4 Turbine insulation from alumina-silicate to Ceramic MAT insulation.

2. Installation of CO analyser in Unit-1.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Vijayanagar

1. Improved ESP performance and availability.

2. Improvement in plant availability and performance. Control system life extension for 15 years. Reduced electronic foot print and reduced power consumption of DCS.

3. Improved oil quality and reduction in spare consumption.

4. Reduction of safety Hazard and enhanced plant performance.

5. Enhanced the mill grindability and roller life.

6. Optimised Sparesâ cost.

7. Reduced down time and improved plant availability.

Ratnagiri

1. Reduction in Heat Loss.

2. Optimum air requirement for combustion which resulted in aux. power consumption.

3. Improvement in turbine oil quality reduced abnormality in turbine bearings.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); Nil / Not Applicable.

(iv) The expenditure incurred on Research and Development.

Vijayanagar

As such the Company did not carry out any basic R S D work during the year 2017-18.

Ratnagiri

As such the Company did not carry out any basic R S D work during the year 2017-18.

(v) Future Plan

Vijayanagar

1. Replacement of cooling tower fills with new technology to avoid silt deposition and improved efficiency.

2. Firing of domestic coal blended with imported coal.

Ratnagiri

1. Unit-1 HPH-6 refurbishment.

2. Erection and commissioning of RO Plant.

3. Replacement of 12 CT fans with energy efficient fans.

4. Installation of online CO analyser in one Unit.

5. Installation of ash analyser.

6. Installation of auto sampler for coal sample collection for quality analysis.

7. One additional line for ash conveying for ESP 3, 4, 5 and 6 field hoppers for each pass. Field no 3 and 6 hoppers ash will be conveyed from existing line S field no 4 and 5 ash will be conveyed by new line. This will improve ash conveying cycle in view of high ash coal utilisation.

8. Installation of CCTV for Security and Plant Surveillance.

9. Installation of STP analyser at Jaiwadi Township.

29. Particulars of Employees and Related Disclosures

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and constituted Internal Complaints Committees. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organisation on a continuous basis.

30. Acknowledgements

For and on behalf of the Board of Directors

Sajjan Jindal

Chairman & Managing Director

Mumbai, 3^rd May, 2018

Mar 31, 2017

To the Shareholders,

The Directors are pleased to present the Twenty Third Annual Report and the audited Financial Statements of your Company for the year ended on 31^st March, 2017.

1. Financial performance

The financial performance of the Company for the year ended 31^st March, 2017, is summarized as below:

(Rs. crore)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Total Income	4,369.52	6,260.71	8,480.43	10,059.60
Profit before Interest, Depreciation, Tax and Exceptional items	1,233.82	2,560.68	3,541.36	4,261.23
Finance Cost	533.04	644.08	1,684.75	1,498.11
Depreciation and Amortisation expense	363.90	353.52	969.15	854.25
Share of Profit/(Loss) of an Associate/Joint venture	-	-	4.06	(42.34)
Exceptional items	-	-	-	(150.00)
Profit before Tax	336.88	1,563.08	891.52	2,016.53
Tax expense	142.13	381.01	269.01	556.26
Profit for the year Attributable to: Owners of the Company	194.75	1,182.07	629.03	1,447.36
Profit for the year Attributable to: Non-controlling interest	-	-	(6.52)	12.91
Other Comprehensive Income	0.17	(1.58)	432.09	264.03
Total Comprehensive Income (attributable to owners of the company)	194.92	1,180.49	1,061.12	1,711.39
Total Comprehensive Income (attributable to Non-controlling interest of the company)	-	-	(6.52)	12.91

2. Result of operations and the state of affairs: Standalone

- The total revenue of the Company for fiscal 2017 stood at Rs.4,369.52 crore as against Rs.6,260.71 crore for fiscal 2016 showing a decrease of 30.21%.

- The EBIDTA (before exceptional items) decreased by 51.82% from Rs.2,560.68 crore in fiscal 2016 to Rs.1,233.82 crore in fiscal 2017.

- Profit for the year decreased by 83.52% from Rs.1,182.07 crore in fiscal 2016 to Rs.194.75 crore in fiscal 2017.

- The net worth of the Company decreased to Rs.8,393.56 crore at the end of fiscal 2017 from Rs.8,592.13 crore at the end of fiscal 2016.

- The net debt gearing of the Company was at 0.39 times as at the end of fiscal 2017 compared to 0.56 times at the end of fiscal 2016.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2017 stood at Rs.8,480.43 crore as against Rs.10,059.60 crore for fiscal 2016 showing a decrease of 15.70%.

- The consolidated EBIDTA (before exceptional items) decreased from Rs.4,261.23 crore in fiscal 2016 to Rs.3,541.36 crore in fiscal 2017 showing a decrease of 16.89%.

- The consolidated Profit for the year has also decreased from Rs.1,447.36 crore in fiscal 2016 to Rs.629.03 crore in fiscal 2017 showing an decrease of 56.54%.

- The consolidated net worth of your Company has increased from Rs.9,704.13 crore at the end of fiscal 2016 to Rs.10,368.46 crore in fiscal 2017.

- The consolidated net debt gearing of the Company is at 1.29 times as at end of fiscal 2017 compared to 1.49 times in fiscal 2016.

As a part of the growth strategy, the Company is continuously evaluating various organic (greenfield or brownfield) and inorganic opportunities with an aim to create a diversified and balanced portfolio, both in terms of fuel mix as also off-take arrangements.

Please refer to the Management Discussion and Analysis section which forms a part of this Annual Report for details of the performance and operations review and the Companyâs strategies for growth.

3. Transfer to Reserves

The Company proposes to transfer an amount of Rs.197.15 crore from the Debenture Redemption Reserve to Surplus. An amount of Rs.3,844.04 crore is proposed to be retained in the Surplus.

4. Dividend

Your Directors have recommended a Dividend of Rs.0.50 (5%) per share on 1,64,00,54,795 Equity Shares of Face Value of Rs.10/- each for FY 2016 - 17 [Rs.2/- per share (20%) in previous year], subject to the approval of the Members at the ensuing 23^rd Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Dividend will be Rs.86.60 crore [Rs.386.32 crore in previous year].

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted a Dividend Distribution Policy which is attached as Annexure A and the same is available on the Companyâs Website www.jsw.in/investors/energy.

5. Financial Statements

The audited Standalone and Consolidated Financial Statements of the Company, which form a part of this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, the Indian Accounting Standard (IND AS-110) on Consolidated Financial Statements, the Indian Accounting Standard (IND AS-28) on Accounting for Investments in Associates and Joint Ventures and Indian Accounting Standard (IND AS - 111) on Joint Arrangements, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

6. Subsidiaries

The details of the direct subsidiary companies as at 31^st March, 2017, are as follows:

Domestic Subsidiaries

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL), is a wholly owned subsidiary of the Company. The power plant commissioned in FY 2012-13, comprises of 8 lignite based units of 135 MW each aggregating to 1,080 MW. The Company has invested Rs.1,726.05 crore as equity in RWPL and advanced Rs.546.44 crore as loan to RWPL as at 31^st March, 2017.

RWPL sources lignite from Barmer Lignite Mining Company Limited (BLMCL), a joint venture between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise and RWPL and sells the entire power to the Rajasthan Distribution Companies (âDiscomsâ) under a 30 year Power Purchase Agreement.

During the year, RWPL achieved a Deemed Plant Load Factor of 84.35% and a Plant Load Factor (PLF) of 70% with a gross generation of 6,622 million units. Itâs net generation (after auxiliary consumption) of 5,826 million units was sold to Rajasthan Discoms generating a total revenue of Rs.2,566.58 crore and a profit after tax of Rs.289.14 crore on a standalone basis and a profit after tax of Rs.293.20 crore on consolidated basis during the FY 2016-17.

The tariff charged by RWPL is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission (âRERCâ). RERC has granted Interim Tariff / Final Tariff based on which, RWPL has continued to raise its bills and recognise revenue in its books.

Barmer Lignite Mining Company Limited (BLMCL)

BLMCL was set up to develop lignite mines in two contiguous blocks viz., Kapurdi and Jalipa in the District of Barmer in Rajasthan. RWPL has invested equity of Rs.9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs.546.44 crore, as on 31^st March, 2017. BLMCL has incurred project cost of Rs.2069.59 crores as at 31^st March, 2017, which is subject to audit.

BLMCL has the mining lease for Kapurdi and Jalipa Lignite mines. Pending development of Jalipa mining block, Ministry of Environment, Forests and Climate Change has approved enhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years in September, 2014. BLMCL has achieved production of 6.01 million tonnes of lignite in FY 2017 from Kapurdi mines. The Jalipa mine is expected to be developed by FY 2018. During the year, BLMCL supplied its entire lignite production from Kapurdi mines to meet the total requirements of RWPLs power plant.

The transfer price of lignite is determined by Rajasthan Electricity Regulatory Commission (âRERCâ). While RERC has yet to approve the final transfer price which is under review, RERC has granted an Adhoc Interim transfer price based on which BLMCL has continued to raise its bills and recognise revenue in its books. The same is subject to the final transfer price determined by RERC.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of the Company, is engaged in power trading activities with a category âIâ license, the highest category power trading license that is issued by Central Electricity Regulatory Commission (CERC) to trade in power in the whole of India. JSWPTC trades in power procured from the Company and its associates as well as third party suppliers / generators. JSWPTC achieved total trading volume of 4,077 million units generating a total revenue of Rs.1,436.35 crore with loss after tax of Rs.2.94 crore. Trading volume has reduced on account of JSWEL undertaking direct sale of major quantum of power from its plants to customers. JSWPTC has also ventured into supplying power directly to the industry from the Companyâs plants.

JSWPTC is a member of both the Power Exchanges namely, India Energy Exchange Limited (IEX) and Power Exchange of India Limited (PXIL) and is actively engaged in trades for sale and purchase of power on the exchanges. JSWPTC also trades Renewable Energy Certificates on the power exchanges to help meet the Renewable Purchase Obligation of the industry.

C. Jaigad PowerTransco Limited (JPTL)

JPTL, a 74:26 joint venture between the Company and Maharashtra State Electricity Transmission Company Limited (MSETCL), a Government of Maharashtra enterprise, was set up for development of the transmission system as an integral part of Intra-state Transmission System aimed at evacuation of power generated from the Companyâs 1,200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

The Company has invested Rs.101.75 crore as equity contribution as at 31^st March, 2017 in JPTL.

JPTL has complied with all regulatory requirements during the financial year under the transmission license granted by MERC. MERC has approved the Petition for True up of Annual Revenue Requirement for FY 2014-15, Annual Performance Review of FY 2015-16 and Multi Year Tariff for the Control Period FY 2016-17 to FY 2019-20 of JPTL, vide its order dated 27^th June, 2016.

JPTL has maintained a high availability of the transmission system at 98.86% for the FY 2016-17. JPTL has generated total revenue of Rs.98.65 crore and net profit after tax of Rs.28.07 crore during the FY 2016-17. The Board of JPTL has declared a dividend of 30% for FY 2016-17.

D. Himachal Baspa Power Company Limited (HBPCL)

The strategic acquisition of the hydro-electric power plants at Karcham and Baspa in 2015, marked the Companyâs foray in hydro power generation.

Karcham Plant

The Karcham plant is a 1,000 MW (4X250 MW) run of the river hydro power plant located on river Sutlej in Kinnaur district of Himachal Pradesh. It has in-built capacity of 1,091 MW and design energy is 3,577 MUs for 1,000 MW capacity.

During the year ended 31^st March, 2017, the Karcham plant achieved a Plant Load Factor of 49.91% and generated 4,343.86 million units (net). Out of the net generation, it has sold 1,996.55 million units to PTC India Limited under a long-term Power Purchase Agreement. 1,826.05 million units has been sold to Indian Energy Exchange (IEX) and other buyers under short term agreements. The plant generated total revenue of Rs.1,266.97 crore during the FY 2016-17.

Baspa Plant

The 300 MW (3X100 MW) Baspa plant is located on the river Baspa, a tributary of river Sutlej in district Kinnaur, Himachal Pradesh. The design energy of the plant is 1,050 MUs for 300 MW capacity.

During the year ended 31^st March, 2017, the Baspa plant achieved a Plant Load Factor of 51.09% and generated 1,327.69 million units (net). Out of the net generation, it has sold 1,168.36 million units to Himachal Pradesh State Electricity Board Limited and generated total revenue of Rs.214.40 crore during the FY 2016-17.

E. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of the Company, was incorporated for setting up a coal based 1,320 MW power plant in Raigarh District, Chhattisgarh. A part of the land required for the project has been acquired. Environment clearance has been obtained from the Ministry of Environment, Forest and Climate Change. The Project Cost is estimated at Rs.6,500 crore and is proposed to be financed with a debt equity ratio of 75:25.

The Company has invested Rs.113.83 crore as equity contribution as at 31^st March, 2017.

F. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of the Company for taking up the business pertaining to Renewable Energy. The Company has invested Rs.0.05 crore as equity contribution and advanced Rs.4.08 crore as loan as at 31^st March, 2017.

G. JSW Energy (Kutehr) Limited (JEKL)

JEKL was incorporated as a wholly owned subsidiary of the Company as a SPV for the purpose of pursuing the 240 MW Kutehr Hydro Project located on the upper reaches of river Ravi in district Chamba of Himachal Pradesh (âHPâ)

The Company has invested Rs.23.02 crore as equity contribution as at 31^st March, 2017.

Overseas Subsidiaries

H. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19^th April, 2010 in Mauritius as a wholly owned subsidiary of your Company for overseas acquisition of coal assets.

It has downstream equity investment of Rs.38.90 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs.345.20 crore as loan as on 31^st March, 2017 for acquiring and developing coal mining assets in South Africa.

JEMML has also invested Rs.0.34 crore (including Share Application Money of Rs.0.24 crore) in the equity share capital of JSW Energy Natural Resources UK Limited (JENRUKL). The Company has equity investment of Rs.42.11 crore in JEMML and advanced Rs.329.83 crore as loan as on 31^st March, 2017.

JEMML has invested a minimal amount (less than Rs.1 lac) in the equity of Minerals & Energy Swaziland Proprietary Limited (MESPL) and has advanced Rs.2.59 crore as loan to MESPL as on 31^st March, 2017.

I JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19^th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs.38.64 crore in equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs.344.70 crore as loan as on 31^st March, 2017.

J. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs.24.62 crore in acquiring equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs.7.53 crore in acquiring equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs.5.80 crore in equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs.294.10 crore as loan to SACMH and its subsidiaries as on 31^st March, 2017.

During the year, Company has acquired 2.17% from minority shareholders against open offer. The Companyâs effective shareholding in SACMH stands at about 69.44%.

K. South African Coal Mining Holdings Limited (SACMH)

SACMH is utilising its logistical and infrastructural assets to generate rental income to offset the costs incurred while mining operations remain suspended.

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area. The effective shareholding of the Company in SACMH as at 31^st March, 2017 stands at 69.44%.

L. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3^rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of the Company for achieving the objective of overseas acquisition of coal assets in Botswana. The Company had invested Rs.3.63 crore as equity in JENRBL, which has been entirely provided for. JENRBL has been dissolved on 4^th April, 2017.

M. JSW Energy Natural Resources UK Limited (JENRUKL)

JENRUKL was incorporated on 12^th September, 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets.

JEMML had invested Rs.0.10 crore in its equity shares and Rs.0.24 crore is given as share application money pending allocation.

N. Minerals & Energy Swaziland Proprietary Limited (MESPL)

MESPL was acquired on 4^th September, 2016 through JEMML acquiring 51% stake in MESPLs equity, for setting up of power plant in the Kingdom of Swaziland.

JEMML has invested a minimal amount (less than Rs.1 lac) in its equity and advanced Rs.2.59 crore as loan as on 31^st March, 2017.

7. Report on performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company acquired 51% stake in Minerals & Energy Swaziland Proprietary Limited. No other company has become or ceased to be a subsidiary, associate or joint venture of the Company during the year.

However, JSW Energy (Toranagallu) Limited incorporated as a wholly owned subsidiary of the Company on 20^th April, 2015 that had applied for striking off its name to the Registrar of Companies, has been struck off with effect from 16^th September, 2016.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March, 2017 is attached as Annexure B to the Consolidated Financial Statements of the Company in the prescribed format AOC-1 and forms a part of the Annual Report.

These documents will also be available for inspection during business hours at the registered office of the Company.

The Policy for determining Material Subsidiaries may be accessed on the Companyâs website www.jsw.in/investors/energy.

8. New Projects, Initiatives and Joint Ventures

The Board of Directors had approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 entered in to between JSWEL, JSWPTC and JSWGEL. The scheme provides for:

- Demerger of the Power Trading Business of JSWPTC to JSWGEL;

- Merger of remaining JSWPTC into the Parent Company i.e. JSWEL;

- Appointed date - Closing hours of 31^st March, 2015;

- The Scheme is subject to requisite consent, approval or permission of any statutory or other regulatory authorities.

The Scheme of Arrangement has been sanctioned by the National Company Law Tribunal (NCLT) on 9^th March, 2017. Pursuant to the sanction of the Scheme by NCLT, the Company has filed a petition with Central Electricity Regulatory Commission (CERC) for transfer of trading license from JSWPTC to JSWGEL.

Toshiba JSW Power Systems Private Limited (âToshiba JSWâ) (formerly Toshiba JSW Turbine and Generator Private Limited)

Toshiba JSW Power Systems Private Limited is a joint venture company with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by the Company and 2.48% by JSW Steel Limited. Toshiba JSW was formed for the purpose of designing, manufacturing, marketing and maintenance services of mid to large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators.

Power Exchange of India Limited (PXIL)

The Company has invested Rs.1.25 crore in PXIL which provides the platform for trading in electricity.

PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL.

9. Non-Convertible Debentures / Deposits

During the year ended 31^st March, 2017, your Company has redeemed / repaid Non-Convertible Debentures amounting to Rs.1,220 crore. The redemption / repayment is in accordance with the terms of the respective issues.

Also, during the year ended 31^st March 2017, your Company issued 5,000 Redeemable, Rated, Listed, Secured, Taxable, Non-Convertible Debentures (âNCDsâ) of Rs.10 Lakhs each by way of Private Placement aggregating to Rs.500 crore carrying a coupon rate of 8.65% p.a. with maturity of 6 years with staggered repayment and put / call option.

The NCDs are listed on the WDM segment of BSE Limited.

10. Material changes and commitments

11. Significant and material orders passed by regulators or courts or tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.

12. Internal Financial Controls related to Financial Statement

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, process and operating level standard operating procedures.

The entity level policies include anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (like organization structure, insider trading policy, HR policy, IT security policy, treasury policy and business continuity and disaster recovery plan).

The Company has also prepared Standard Operating Procedures (SOP) for each of its key processes, like, procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations, etc.

During the year, controls were tested and no reportable material weakness in design and effectiveness was observed.

13. Particulars of Loans, Guarantees, Investments and Securities

14. Particulars of Contracts or Arrangement with Related Parties

The Companyâs Policy on Materiality of Related Party Transactions as also dealing with Related Party Transactions, as approved by the Board, may be accessed on the Companyâs website at the link: www.jsw.in/investors/energy.

All contracts / arrangements / transactions entered into during the financial year by the Company with Related Parties were in the ordinary course of business and on an armâs length basis.

All Related Party Transactions which are in the ordinary course of business and on an armâs length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee for prior omnibus approval at the commencement of the financial year. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

Pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companyâs Policy on Materiality of Related Party Transactions, it is proposed to seek the Membersâ approval for Related Party Transactions which are material, though entered in the ordinary course of business and at armâs length. Accordingly, the same forms a part of the Notice convening the forthcoming 23^rd Annual General Meeting and is recommended for Membersâ approval.

15. Disclosure under the Employee Stock Option Plan and Scheme

The Compensation and Nomination & Remuneration Committee (erstwhile Compensation Committee) of the Board of Directors of the Company, inter alia, administers and monitors the JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega Stock Option Scheme 2012 (ESOS 2012) of the Company in accordance with the applicable SEBI Guidelines / Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 {âSEBI (SBEB) Regulationsâ}.

The applicable disclosures as stipulated under the SEBI (SBEB) Regulations as on 31^st March, 2017 with regard to the ESOP 2010 and ESOS 2012 are provided in the link: www.jsw.in/investors/energy and form a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the ESOP 2010 and ESOS 2012 are to be exercised by them directly or through their appointed proxy. The exercise of vested options under the ESOP 2010 and ESOS 2012 so far has been entirely by way of sale of shares by the Trust on behalf of the respective employees under the cashless scheme through the Stock Exchanges. Hence, the disclosure as is required under Section 67(3) of the Companies Act, 2013, is not applicable.

The certificate from Lodha & Co., the Auditors of the Company, that the Scheme has been implemented in accordance with the SEBI Guidelines / SEBI (SBEB) Regulations and with the Resolution passed by the Members would be placed at the Annual General Meeting for inspection by the Members.

A Special Resolution was passed on 23^rd March, 2016 through postal ballot pursuant to the provisions of Section 67(3) of the Companies Act, 2013, inter alia, approving provision of money by the Company for purchase of its own shares by the Trust / Trustees for the benefit of eligible employees under the new âJSWEL Employees Stock Ownership Plan - 2016â which is in compliance with the SEBI (SBEB) Regulations. Pursuant thereto, the erstwhile Compensation Committee granted 24,47,355 options on 3^rd May, 2016 to the eligible employees.

16. Share Capital

The paid up Equity Share Capital as at 31^st March 2017 is Rs.1,640.05 crore. During the year under review, the Company has not issued any: a) shares with differential rights b) sweat equity shares c) equity shares under Employees Stock Option Scheme.

17. Credit Rating

CARE has reaffirmed âCARE AA-â (Double A minus) rating to the long-term bank facilities and Non- Convertible Debentures of the Company.

The outlook was indicated as âNegativeâ. The rating for the short-term bank facilities and Commercial Papers has been reaffirmed at âCARE A1 â (A One Plus).

18. Awards

During the year, the Company received the following awards:

1. Srishti Good Green Governance Award in the utility sector awarded to Vijayanagar plant (Rank 1^st) for Environmental protection by Srishti Publications Pvt Ltd.

2. Golden Peacock Award for Environment Management 2016 to Vijayanagar plant by Institute of Directors, New Delhi.

3. RoSPA Health & Safety Awards 2016 (Silver Award) to Vijayanagar plant by The Royal Society for the Prevention of Accidents, Birmingham.

4. Recognition for Innovation to Vijayanagar plant (2 Nos. of awards) by Independent Power Producers Association of India (IPPAI).

5. Recognition for Innovation to Ratnagiri plant (3 Nos. of awards) by IPPAI.

6. Economic Times - Best Infrastructure Brands.

7. National award for Excellence in Water Management to Ratnagiri plant by Confederation of Indian Industries (CII).

8. CSR Impact Award to Vijayanagar plant at India CSR Summit 2016.

9. 11^th State Level Energy Conservation Award 2016 to Ratnagiri plant by Maharashtra Energy Development Agency (MEDA).

19. Directors and Key Managerial Personnel

During the year under review, on the recommendation received from the Compensation and Nomination & Remuneration Committee, the Board had appointed Mr. Uday Chitale (DIN: 00043268) and Ms. Tanvi Shete (DIN: 07565435) as Additional Directors with effect from 22^nd July, 2016 and who hold office upto the date of the forthcoming 23^rd Annual General Meeting.

Mr. Chitale is eligible to be appointed as an Independent Director. It is proposed to appoint Mr. Chitale as an Independent Director, not liable to retire by rotation, for a period of five years.

Ms. Shete is eligible to be appointed as Director She is proposed to be appointed as a Non-Executive, Non Independent Director, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nirmal Kumar Jain retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

Profiles of these Directors, as required by Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), are given in the Notice of the forthcoming 23^rd Annual General Meeting.

The above appointments and re-appointments form a part of the Notice of the forthcoming 23^rd Annual General Meeting, and the Resolutions are recommended for Membersâ approval.

None of the managerial personnel i.e. Managing Director and Whole-time Directors of the Company are in receipt of remuneration / commission from Subsidiary Companies of the Company.

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. and related matters are put up on the website of the Company at the link: www.jsw.in/investors/energy.

There were following changes in the Key Managerial Personnel of the Company during the year.

Mr. Sampath Madhavan ceased to be a Key Managerial Personnel (Company Secretary) upon his resignation at the close of business hours on 30^th July, 2016.

Mr. Pramod Menon ceased to be a Director -Finance upon his resignation at the close of business hours on 31^st January, 2017.

Ms. Monica Chopra was appointed as the Company Secretary and Compliance Officer and was designated as a Key Managerial Personnel with effect from 23^rd January, 2017.

Mr. Jyoti Kumar Agarwal was appointed as the Chief Financial Officer and was designated as a Key Managerial Personnel with effect from 1^st February, 2017.

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Report on Corporate Governance forms a part of this Annual Report.

The requisite Certificate from Lodha & Co., the Statutory Auditors of the Company, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 of the Listing Regulations, is annexed to this Annual Report.

20. Business Responsibility Report

As mandated by Regulation 34 (2) (f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31^st March, 2017 is available on the Companyâs Website viz. www.jsw.in/investors/energy.

21. Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, it is hereby confirmed:

(a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) that the Directors had prepared the annual accounts for the year under review, on a âgoing concernâ basis; and

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Disclosures related to Committees and Policies

The details of the number of Meetings of the Board and other Committees are given in the Corporate Governance Report which forms a part of this Annual Report.

A. Nomination Policy

The Company has devised the Nomination Policy for the appointment of persons to serve as Directors on the Board of the Company and for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

In terms thereof, the size and composition of the Board should have:

- Mix of Qualification, skills and experience;

- Mix of Executive, Non-Executive and Independent Directors;

- Minimum four number of Directors as per Articles, maximum number of Directors as may be permitted by its Articles, Listing Agreements and by law;

- At least One Woman Director.

While recommending a candidate for appointment, the Nomination and Remuneration Committee shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

B. Policy for Performance Evaluation

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, evaluation of performance during the FY 2016-17 was carried out by the Board for its own performance and that of its Committees and individual Directors.

C. Remuneration Policy

The Company has devised a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees with following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed & Variable Pay and reflects short & longterm performance objectives.

The Remuneration policy of the Company is attached herewith marked as Annexure C.

D. Corporate Social Responsibility Policy

The Board of Directors of the Company has approved a CSR Policy based on the recommendation of the CSR Committee.

The Company has initiated activities in accordance with the said Policy.

The CSR Policy of the Company is available on the Companyâs web-site and can be accessed at link: www.jsw.in/investors/ energy.

During the year, the Company has spent Rs.23.07 crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure D.

E. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed âWhistle Blower Policy and Vigil Mechanismâ (âthe Policyâ).

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companyâs website at the link: www.jsw.in/ investors/energy.

F. Compliance with the Code of Conduct

A declaration signed by Mr. Sanjay Sagar, Jt. Managing Director and CEO affirming compliance with the Companyâs Code of Conduct by the Directors and Senior Management for the financial year 2016-17, as required under Schedule V of the Listing Regulations, forms a part of this Annual Report.

G. Risk Management Policy

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

The policy aims to ensure resilience for sustainable growth and sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments & remain resilient.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex and Ambiguous (VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Overall risk exposure of present and future risks remains within risk capacity as may be perceived by the management.

f) Creation of Risk Management Committee.

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

H. Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and various provisions of the Listing Regulations, the Compensation and Nomination & Remuneration Committee (erstwhile Nomination and Remuneration Committee) of the Board had carried out the evaluation of every Directorâs performance based on the criteria specified in the Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). A Meeting of the Independent Directors, with Mr. Chandan Bhattacharya as the Lead Director, was held on 23^rd March, 2017, to review the performance of the Non-independent Directors, the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Where required, feed back is shared with the Directors on the outcome of the evaluation process.

Furthermore, the Board had carried out an annual performance evaluation of its own performance, the Independent Directors as well as the evaluation of the working of the Committees. The Board of Directors expressed satisfaction with the evaluation process.

I. Internal Control Systems

Adequate internal control systems commensurate with the nature of the Companyâs business and size and complexity of its operations are in place which have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

23. Auditors and Auditors Reports

a. Statutory Auditors

The Auditorsâ Report issued by the Statutory Auditors on the Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2017 are with unmodified opinion (unqualified). The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2017 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

Lodha & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company since incorporation and have continued as Auditors since then. They were last appointed as the Statutory Auditors of the Company at the 22^nd Annual General Meeting held on 21^st July, 2016, to hold office from the conclusion of that Annual General Meeting till the conclusion of the forthcoming 23^rd Annual General Meeting.

Lodha & Co., Chartered Accountants, have completed their term and tenure as envisaged in Section 139 of the Companies Act, 2013 making them ineligible for appointment as Statutory Auditors. As recommended by the Audit Committee, it is now proposed to appoint Deloitte, Haskins & Sells LLP, Chartered Accountants, Mumbai as the Statutory Auditor of the Company.

The Company has received a certificate under Section 141(3) of the Companies Act, 2013 read with Rule 10 of the Companies (Audit and Auditors) Rules, 2014 from Deloitte, Haskins & Sells LLP, Chartered Accountants, Mumbai confirming their eligibility to be appointed as the Auditors of the Company and that they are free from any disqualifications and that they do not violate the limits as specified under the Companies Act, 2013.

The necessary Resolution for appointment of Deloitte, Haskins & Sells LLP, Chartered Accountants, Mumbai as the Statutory Auditors to hold office from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting has been included in the Notice of the ensuing 23^rd Annual General Meeting of the Company and the Resolution is recommended for your approval.

b. Secretarial Auditor

The Board had appointed M/s. S. Srinivasan and Co., Company Secretaries to carry out a Secretarial Audit for the financial year 2016-17.

Secretarial Audit Report issued by M/s S. Srinivasan and Co., Company Secretaries for the financial year 201617 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The report in Form MR-3 as Annexure E forms a part of this Report.

c. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board has appointed M/s. S. R. Bhargave & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2017-18. The remuneration payable to the Cost Auditors is subject to approval of the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost records of Company for the financial year 2017-18 has been included in the Notice of the ensuing 23^rd Annual General Meeting of the Company and the Resolution is recommended for your approval.

24. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31^st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure F which forms a part of this Report.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy:

Vijayanagar

- Reduction of power consumption of ID fan motors (2 Nos.) in SBU-1, Unit-1 replacing Voith hydraulic coupling with Spacer Coupling shaft between motor and fan, resulted in recurring saving of 150 kWh.

- Reduction of power consumption of PA fan motors (2 Nos.) in SBU-1, Unit-1, by installing variable frequency drives (VFD), resulted in recurring saving of 146 kWh.

- Reduction of power consumption of ID fan motors (2 Nos.) in SBU-2, Unit-2 replacing Voith hydraulic coupling with Spacer Coupling shaft between motor and fan, resulted in recurring saving of 200 kWh.

- Introducing ESP hopper heater temperature control from independent temp sensors from PLC at SBU-2, Unit-2 resulted in saving of 25 kWh.

-l Reduction in power consumption of 10 Nos. of cooling tower fans in SBU-2 by installation of energy efficient blades resulted in saving of 290 kWh.

- Replacement of BFP-2B cartridge in SBU-2 resulted in energy saving of 90 kWh.

- Low load operation optimisation of HT equipment (stopping of one CW pump, BFP, reduction of PA header pressure) for reduction of APC -1000 kWh.

- Replaced around 1600 Nos. of 70W HPSV lamps with 30W LED light fixture

Ratnagiri

- Installation of Energy efficient fans in Unit-3 cooling tower for three cells to conserve Energy and improve cooling tower performance.

- Lowering one side hot water manifold of Unit-3 cooling tower to improve the cooling tower performance. This has resulted in improvement of 0.59oC in cold-water temperature, resulting in improvement of 3.9 kcal/kWh Turbine Heat Rate.

- Lowering both sides hot water manifold of Unit-1 cooling tower to improve the cooling tower performance. This has resulted in improvement of 0.62oC in cold-water temperature, resulting in improvement of 4.1 kcal/kWh Turbine Heat Rate.

- Installation of VFDâs at Unit#1 CEP, ID Fan-A&B and replacement of ID Fan-A hydraulic coupling with spacer coupling shaft between motor and fan, resulted in net energy savings of 787 kWh per hour. Approximate reduction of 0.26% auxiliary power consumption at full load.

- Installation of VFDâs at Unit#2 CEP,

ID Fan-A&B and replacement of ID Fan-B hydraulic coupling with spacer coupling shaft between motor and fan, resulting in net energy savings of 577 kWh. Approximate reduction of 0.20% auxiliary power consumption at full load.

- Installation of VFDâs at Unit#3 CEP, ID Fan-A&B and replacement of ID Fan-A hydraulic coupling with spacer coupling shaft between motor and fan, resulting in net energy savings of 511 kWh per hour. Approximate reduction of 0.17% auxiliary power consumption at full load.

- Installation of VFDâs at Unit#4 CEP, ID Fan-A&B and replacing ID Fan-B hydraulic coupling with spacer coupling shaft between motor and fan, resulting in net energy savings of 705 kWh. Approximate reduction of 0.24% auxiliary power consumption at full load.

- Interconnection of Hot-well make up system of Unit-1 and 2 and Unit-3 and 4 resulting in stoppage of one pump. Energy reduced per hour is 23.5 kWh.

- Commissioning of online monitoring of auxiliary consumption of critical equipment through EMS (Energy Monitoring System)

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar:-

Utilized 7,42,685 KNm3 waste gas of JSW Steel Limited in SBU-I (2x130MW) boilers to conserve coal equivalent to 2,24,703 MT and thereby reducing GHG emissions.

Ratnagiri:- Nil

(iii) The capital investment on energy conservation equipments:

For the steps taken in 25(A)(i) above, capital investment are

Vijayanagar:- Rs.2.30 crore.

Ratnagiri:- Rs.12.75 crore.

(B) Technology absorption -

(i) The efforts made towards technology absorption;

Vijayanagar

1. Installation and commissioning of SBU-2 Unit-2 Mill reject pneumatic conveying system

2. SBU-2 Unit-2 ESP spike electrodes replaced with spiral electrodes.

3. Nitrogen blanketing for EH oil system.

4. 23 numbers of logic/structural modifications in plant resulting in enhanced plant performance and safety.

5. ABT System upgradation for better monitoring and tracking DSM.

6. SBU-1 Unit-1 Distributed control system(DCS) R&M (Renovation and modernisation) from the old Baily system to ABB.

Ratnagiri

1. Erection and commissioning of sprinkler system at coal conveyor

2. Installation of MOT Level Transmitter in Unit-1 & 3 in external chamber of MOT, instead of on top of the MOT

3. Commissioning of hydrogen leak detection system.

4. Installation of new weigh bridge at Silo-2 and Shifting of 60T weigh bridge from main gate to Silo-1.

5. Optimization of RH Temp Control system by introducing RH platen outlet temperature as feed forward input to secondary PID of RH Temp control loop.

6. Developed graphics page to real time monitoring of the performance parameter average value to improve heat rate impact due to deviation in major parameters.

7. Changing of Unit - 1 Turbine insulation from Alumino-silicate to Ceramic MAT insulation.

8. Changing of Unit - 3 Turbine insulation from Alumino-silicate to Ceramic MAT insulation.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Vijayanagar

1. Reduction of environmental pollution and avoid manual handling of mill rejects.

2. Improved ESP performance.

3. Improved oil quality and reduction in spare consumption.

4. Reduction of safety hazard and enhanced plant performance.

5. Better monitoring of export schedules and optimising the deviation.

Ratnagiri

1. Reduction of safety hazard.

2. Increased in reliability, availability & reduced maintenance.

3. Reduced repetitive movement of bulker and ash spillage.

4. Improved Unit Heat rate.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); Nil/Not Applicable.

(iv) The expenditure incurred on Research and Development.

Vijayanagar

As such the company did not carry out any basic R & D work during the year 2016-17 but for new technology absorption expenditure incurred was Rs.6.89 crore.

Ratnagiri

As such the Company did not carry out any basic R & D work during the year 2016-17 but for new technology absorption expenditure incurred was Rs.1.59 crore.

(v) Future Plan Vijayanagar

1. Replacement of Cooling tower -2 Nos. cell fills with new technology to avoid silt deposition and improved efficiency.

2. Replacement of ESP fields 4 Nos spike to spiral electrode.

3. Use of domestic coal firing along with imported coal.

4. Renovation and modernisation of SBU-1 Unit-2 DCS during the forthcoming annual overhaul.

Ratnagiri

1. Hot water duct lowering of Unit#4 of cooling tower to improve the performance of cooling tower.

2. Unit no 1 HPH 6 refrbruishment to improve the heat rate by 10 kcal/kWh.

3. Use of domestic coal firing along with imported coal.

4. Erection and commissioning of RO plant.

5. Erection and commissioning of alternate sea water line.

26. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules and is provided in Annexure G(I) in this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure G (II) to this Report.

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and constituted Internal Complaints Committees. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Acknowledgements

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

29^th April, 2017 Chairman & Managing Director

Mar 31, 2015

To the Shareholders,

The Directors are pleased to present the Twenty First Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2015 is summarized below:

(Rs.crore)

Particulars Standalone 2014-15 2013-14 Sales and Other Income 6,625.65 6,057.55

Profit before Interest, Depreciation, Tax and Exceptional items 2,396.38 2,267.57

Finance Costs 585.64 627.55 Depreciation and amortisation expense 420.83 452.85

Exceptional items 34.23 370.21

Profit before Tax 1,355.68 816.96

Provision for Tax 361.13 214.48

Profit for the year before Share of loss of Associates and Minority Interest 994.55 602.48

Share of Profit of Minority - -

Share of Loss of Associate Company - -

Profit for the year 994.55 602.48

Add: Profit brought forward from previous year 2,217.11 2,117.27 Add: Excess provision for Dividend 1.73 - Distribution Tax reversed

Less: Transitional Depreciation Adjustment - -

Less: Share of Loss of Associate up to - - previous year

Profit available for appropriation 3,213.39 2,719.75

Less: Transfer to Debenture Redemption 474.34 73.69

Reserve

Less: Transfer to Contingency Reserve - -

Less: Transfer to General Reserve - 45.19

Less: Proposed Dividend 328.01 328.01

Less: Dividend Distribution Tax 66.78 55.75

Balance at the end of the year 2,344.26 2,217.11

Particulars Consolidated 2014-15 2013-14

Sales and Other Income 9,610.27 8,907.63

Profit before Interest, Depreciation, Tax and Exceptional items 3,853.52 3,453.61

Finance Costs 1,137.46 1205.94

Depreciation and amortisation expense 789.76 809.95

Exceptional items 34.23 377.69

Profit before Tax 1.892.07 1060.03

Provision for Tax 514.99 283.60

Profit for the year before Share of loss of Associates and Minority Interest 1.377.08 776.43

Share of Profit of Minority 8.57 5.10

Share of Loss of Associate Company 19.00 16.59

Profit for the year 1,349.51 754.74

Add: Profit brought forward from previous year 1,816.30 1,569.34 Add: Excess provision for Dividend Distribution Tax reversed - -

Less: Transitional Depreciation Adjustmen 0.04 -

Less: Share of Loss of Associate up to previous year - 3.75

Profit available for appropriation 3,165.77 2,320.33

Less: Transfer to Debenture Redemption Reserve 474.34 73.69

Less: Transfer to Contingency Reserve 1.39 1.39

Less: Transfer to General Reserve - 45.19

Less: Proposed Dividend 328.01 328.01

Less: Dividend Distribution Tax 66.78 55.75

Balance at the end of the year 2,295.25 1,816.30

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Standalone

- The total revenue of your Company for fiscal 2015 stood at Rs. 6,625.65 crore as against Rs. 6,057.55 crore for fiscal 2014 showing an increase of 9.38%

- The EBIDTA (before exceptional items) increased by 5.68% from Rs. 2,267.57 crore in fiscal 2014 to Rs. 2,396.38 crore in fiscal 2015.

- Profit for the year increased by 65.08% from Rs. 602.48 crore in fiscal 2014 to Rs. 994.55 crore in fiscal 2015.

- The net worth of your Company increased to Rs. 7,593.79 crore at the end of fiscal 2015 from Rs. 7,002.67 crore at the end of fiscal 2014.

- The net debt gearing of your Company was at 0.34 times as at the end of fiscal 2015 compared to 0.56 times at the end of fiscal 2014.

CONSOLIDATED

- The consolidated total revenue of your Company for the fiscal 2015 stood at

Rs. 9,610.27 crore as against Rs. 8907.63 crore for fiscal 2014 showing an increase of 7.89%.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 3453.61 crore in fiscal 2014 to Rs. 3,853.52 crore in fiscal 2015 showing an increase of 11.58%.

- The consolidated Profit for the year has also increased from Rs. 754.74 crore in fiscal 2014 to Rs. 1,349.51 crore in fiscal 2015 showing an increase of 78.80%.

- The consolidated Net Worth of your Company has increased from Rs. 6571.17 crore at the end of fiscal 2014 to Rs. 7,518.02 crore in fiscal 2015.

- The consolidated net debt gearing of the Company is at 1.01 times as at end of fiscal 2015 compared to 1.36 times in fiscal 2014.

Your Company is engaged in the activities pertaining to power business.

Your Company is an established energy company with 3,140 MW of operational generating capacity in the states of Karnataka, Maharashtra and Rajasthan. Your Company commissioned the Vijayanagar 260 MW plant in Karnataka in 2000, which was further expanded to reach 860 MW in fiscal 2010. Between fiscal 2011 and fiscal 2012, your Company expanded with commissioning of 4x300 MW units of the Ratnagiri 1,200 MW project in Maharashtra. Between fiscal 2010 and fiscal 2013, the 8x135 MW units of the Barmer 1,080 MW lignite project in Rajasthan became operational.

Your Company''s power plants are planned to be diverse in geographic location, fuel source and off- take arrangements.

For the 3,140 MW operational power portfolio, your Company sources fuel for approximately 34% of the operational capacity from lignite and approximately 66% from imported thermal coal. Your Company sells power through a combination of long-term and short-term power purchase arrangements and through the power exchanges in India to state- owned utilities and some industrial consumers. Your Company has long-term PPAs for 1853 MW, or 59% of the operational capacity, and the remaining 1287 MW, or 41% of the operational capacity, is on short- term PPAs, merchant sales or other arrangements.

As part of the growth strategy, your Company is continuously evaluating various organic (greenfield or brownfield) and inorganic opportunities with an aim to create a diversified and balanced portfolio, both in terms of fuel mix as also off-take arrangements.

3. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 474.34 crore to the Debenture Redemption Reserve. An amount of Rs. 2344.26 crore is proposed to be retained in the Surplus.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2/- per share (20%) on 1,64,00,54,795 Equity Shares of Face Value of Rs. 10/- each for FY 2014- 2015 [Rs. 2/- per share (20%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 394.79 crore [Rs. 383.76 crore in previous year].

5. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

Acquisition of Hydro assets of Jaiprakash Power Ventures Limited

Your Company has entered into a definitive agreement on 16th November 2014 to acquire (i) 300 MW Baspa II Hydro Electric Project (Baspa Project) located at Himachal Pradesh and (ii) the 1091 MW Karcham Wangtoo Hydro Electric Project (Karcham Project) located at Himachal Pradesh from Jaiprakash Power Ventures Limited (JPVL).

The acquisition of the Baspa Project and Karcham Project is proposed through Himachal Baspa Power Company Limited (HPBCL), a Special Purpose Vehicle for an enterprise value of Rs. 9,700 crore, subject to adjustments as provided in the definitive agreement.

Presently, the assets of Baspa Project and Karcham Project form part of JPVL and JPVL has initiated steps to slump transfer these assets into HPBCL under a Scheme of Arrangement. The approval for the Scheme was provided by the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and the Securities Exchange Board of India pursuant to which the Hon''ble High Court of Himachal Pradesh issued an order for a Court convened meeting of Shareholders and Creditors on 28th February 2015. The order of the Hon''ble High Court of Himachal Pradesh approving the aforesaid Scheme of Arrangement is awaited pursuant to

which the acquisition of the assets can be initiated for completion.

Merger of JSW Power Trading Company Limited (post demerger) with the Company

The Board of Directors at their meeting held on 2nd February 2015 had inter alia approved, subject to necessary consents and other approvals as may be required including that of shareholders of the Company, the proposed Scheme of Arrangement between JSW Power Trading Company Limited (''JSWPTC'') and JSW Green Energy Limited (''JSWGEL'') and your Company and their respective shareholders under Sections 391 to 394 of the Companies Act, 1956. JSWPTC and JSWGEL are wholly owned subsidiaries of your Company. The Scheme provides for:

- Demerger of the Power Trading Business of JSWPTC to JSWGEL;

- Merger of remaining JSWPTC into your Company

The aforesaid business restructuring is not expected to have any impact on the economic interests of the shareholders of the Company as the economic rights continue to be vested with the Shareholders.

The Scheme is subject to approval of the Hon''ble High Court of Judicature at Bombay, and regulators, the shareholders and creditors, if any, of JSWPTC and JSWGEL and any others, as may be directed by the Hon''ble High Court of Judicature at Bombay.

The Merger being of Wholly Owned Subsidiary Company into your Company, a specific dispensation is proposed to be sought by your Company from the Hon''ble High Court of Judicature at Bombay from filing the application / petition by your Company and accordingly, your Company may not be required to file a petition with Hon''ble High Court.

Your Company has filed an application with Bombay Stock Exchange Limited and National Stock Exchange of India Limited seeking approval in terms of the provisions of Clause 24(f) of the Listing agreement as also from the Securities Exchange Board of India which are awaited.

240 MW KUTEHR HYDRO PROJECT

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

The Ministry of Environment, Government of India, has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Consent to establish has been accorded by the HP State Pollution Control Board & project has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol.

Significant land required for the project has already been acquired and balance land acquisition through Land Acquisition Act, 1894 is in progress. Construction of 33/11 KV substation for tapping the Construction Power for the project is in progress. Enabling work such as construction of roads, dumping sites and four Adits have been awarded and work is in progress

Main work of the project is planned to be executed through a single EPC contract for which a notice for International Competitive Bidding (ICB) was floated and eight major construction companies participated in the bidding. The EPC contract is expected to be finalised in FY 2016.

OTHER PROJECTS

Your Company has proposed a 1x660 MW imported coal based expansion project at Vijayanagar for which it has obtained approval from Ministry of Environment, Forests and Climate Change (MoEFCC).

Similarly, your Company has obtained MoEFCC approval for setting up a 1,320 MW power plant at Chhattisgarh.

Both these projects would be taken up upon tying- up for fuel and making Power Offtake arrangements.

Toshiba JSW Power Systems Private Limited

(formerly Toshiba JSW Turbine and Generator Private Limited - "Toshiba JSW")

Toshiba JSW Power Systems Private Limited is a Joint Venture company with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by your Company and 2.48% by JSW Steel Limited. This Company is into design, manufacture, market and maintain services of mid to large-size Supercritical Steam Turbines and Generators of size 500 MW to 1,000 MW.

It has received orders from NTPC Ltd. for supply and erection of 5 units of 800 MW (Kudgi project

& Darlipalli project) and erection of 2 units of 660 MW (Mega Projects) Super critical Turbines and Generators.

The production activity for supply of 3 units of 800 MW Supercritical Turbine and Generator sets for NTPC''s Kudgi Power plant in Karnataka is progressing well and dispatches are in line with the milestones agreed. The erection of 2 units of 660 MW for NTPC mega power project in Uttar Pradesh is also progressing as per schedule. Your Company has invested Rs. 100.23 crore in Toshiba JSW.

MJSJ COAL LIMITED (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. Your Company has invested Rs. 10.46 crore towards its 11% stake as on 31st March, 2015.

The Hon''ble Supreme Court of India cancelled the allocation of Coal blocks by the Government of

India to state and private sectors. Consequently, allocation of coal blocks to MJSJ stood cancelled.

POWER EXCHANGE OF INDIA LIMITED (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities &

Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL

6. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 2013, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS- 23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

7. SUBSIDIARIES

The details of the main Subsidiary Companies as at

31st March, 2015 are as follows:

DOMESTIC SUBSIDIARIES

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL), a wholly owned subsidiary of your Company, had commissioned 1080 MW (8x135) power plant based on lignite to be mined from Jalipa & Kapurdi Lignite mines in the District of Barmer in Rajasthan in FY 2012-13. Some of the allied project activities such as part of 33 KVA line, part of Reservoir, HCSD System etc. were commissioned during FY 2014-15.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL.

BLMCL meets the entire fuel requirement of the Power Plant and the entire power is sold to the Rajasthan Discoms under a 30 year PPA.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by RERC. While RERC has yet to approve the final tariff which is under review, RERC has granted provisional tariff based on which RWPL has continued to raise its bills and recognise revenue in its books.

During the year, RWPL has achieved Plant

Load Factor (PLF) of 77.71% and generated 7351.74 million units (gross). Out of the gross

generation, it has sold 6555.64 million units to Rajasthan Distribution Companies (Discoms) and generated total revenue of Rs. 2,685.33 crore and earned profit after tax of Rs. 371.62 crore on standalone basis and total revenue of Rs. 2,666.33 crore and profit after tax of Rs. 360.28 crore on consolidated basis during the FY 2014-15.

The project cost of RWPL was initially funded on a debt equity ratio of 75:25, with consortium of lenders led by ICICI Bank Limited. The revised project cost including margin money is estimated to be Rs. 7,165 crore. The Company has drawn Rs. 5,217 crore under Rupee Term Loan Agreement. It has incurred Rs. 6,976 Crore for the project (excluding investment in BLMCL) as at 31st March, 2015.

Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 457.09 crore as loan as at 31st March, 2015. RWPL has invested equity of Rs. 9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs. 455.09 crore as on that date.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

BLMCL has the mining lease for Kapurdi and Jalipa Lignite reserves. Pursuant to approval from MoEF for enhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years in September, 2014, BLMCL achieved 7 MTPA mining in FY 2015 from Kapurdi mines. The mining opening of Jalipa is expected in FY 2016. BLMCL has incurred project cost of Rs. 1,804 crore till 31st March, 2015.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by RERC. While RERC has yet to approve the final tariff which is under review, RERC has granted provisional tariff based on which BLMCL has continued to raise its bills and recognise revenue in its books.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest category Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 8946 MUs thereby generated total revenue of Rs. 4404.78 crore with Profit after Tax of Rs. 11.17 crore. JSWPTC has also ventured into supplying power directly to the industry from the Company''s plant at Ratnagiri.

JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange Limited (IEX) and Power Exchange of India

Limited (PXIL) and actively trades on the exchange for sale and purchase of power. JSWPTC also trades Renewable Energy Certificates on the power exchanges to help meet the Renewable Purchase Obligation of the industry.

C. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL) for development of Transmission System as an integral part of Intra-state Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated

exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult hilly terrain.

The Transmission System is presently evacuating power from 1,200 MW Jaigad Power Plant as well as transmitting intra-state power of the State Utilities. JPTL has maintained a

very high availability of Transmission System at 99.78% for the FY 2014-15. Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2015 in JPTL. JPTL has generated total revenue of Rs. 102.57 crore and Net Profit after Tax of Rs. 32.96 crore during the FY 2014-15. JPTL during the year has declared 20% total dividend (interim paid at 10% plus proposed final dividend at 10% gross)

JPTL has submitted its Mid-term performance review to MERC under Multi Year Tariff Regulations on 28th November 2014 which includes true-up of Annual Revenue

Requirements (ARR) for FY 2012-2013 and FY 2013-2014 and revised ARR projections for FY 2014-2015 and FY 2015-2016 for MERC''s approval and the same is expected shortly.

D. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1,320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 840 acres, out of which 789 acres have been acquired either directly or indirectly through Chhattisgarh State Industrial Development Corporation Limited (CSIDC) for development of Project. About 540 acres of land has been handed over to CSIDC by Government of Chhattisgarh, out of which LOI for Leasing of about 351 acres of Land to JERL has been issued by CSIDC. Environment clearance has been obtained from Ministry of Environment, Forest and Climate Change. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be financed with a Debt Equity ratio of 75:25. Your Company has invested Rs. 109.63 crore as Equity contribution as at 31st March 2015.

E. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of your Company for taking up the

business pertaining to Renewable Energy. Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.07 crore as loan as at 31st March 2015.

F. JSW Energy (Kutehr) Limited (JEKL)

JEKL was incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project. Your Company has invested Rs. 3.72 crore as Equity contribution as at 31st March 2015.

DIRECT / MAIN OVERSEAS SUBSIDIARIES

G. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 37.55 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 334.07 crore as loan as on 31st March, 2015 for acquiring and developing Coal mining assets in South Africa. JEMML has also invested in equity share capital of Rs. 0.33 crore (including Share Application Money of Rs. 0.23 crore) in JSW Energy Natural Resources UK Limited (JENRUKL). Your Company has Equity investment of Rs. 42.11 crore in JEMML and advanced Rs. 321.84 crore as loan as on 31st March, 2015.

H. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets.

It has downstream investment of Rs. 37.30 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs. 333.70 crore as loan as on 31st March, 2015.

I. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 37.39 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 8.14 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 24.50 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 223.13 crore as loan to SACMH & its subsidiaries as on 31st March, 2015.

J. South African Coal Mining Holdings Limited (SACMH)

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area. The effective shareholding of your Company in SACMH as at 31st March, 2015 stands at 93.27%.

K. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.63 crore as Equity in JENRBL, which has been entirely provided for.

L. JSW Energy Natural Resources UK Limited (JENRUKL)

JENRUKL was incorporated on 12th September 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for achieving the objective of overseas acquisition of coal assets. JEMML had invested Rs. 0.10 crore in its equity shares and Rs. 0.23 crore is given as share application money pending allocation.

8. REPORT ON PERFORMANCE OF

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No Company has become or ceased as subsidiary, associate or joint venture during the year under review. Your Company has incorporated a new Company JSW Energy (Toranagallu) Limited for the purpose of taking up the implementation of the 660 MW power project at Vijayanagar, Karnataka on 20th April 2015.

The performance and financial position of each of the subsidiaries, associates and joint venture company for the year ended 31st March 2015 is attached as Annexure B to the Consolidated Financial statements of the Company in the

prescribed format AOC-1 and forms part of the Board''s report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website www.jsw.in. These documents will also be available for inspection during business hours at the registered office of your Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/ energy/policy-for-determining-material-subsidiaries

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

11. significant and material orders

PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

12. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 13, 18 and 25(i) to the Standalone Financial Statement).

14. PARTICULARS OF CONTRACTS OR arrangement WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and hence provisions of Section 188 of the Companies Act, 2013 are not applicable.

During the year, being considered material in terms of Clause 49 of the Listing agreement, approval of the shareholders was obtained at the 20th Annual General Meeting of the Company held on 23rd July 2014 for related party transactions with JSW International Tradecorp Pte Limited (upto Rs. 9,000 crore over a period of 36 months),

JSW Steel Limited (upto Rs. 7,500 crore over a period of 36 months) and JSW Power Trading Company Limited (upto Rs. 15,000 crore over a period of 36 months).

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/energy/policy-on- related-party-transactions.

All related party transactions which are in the ordinary course of business and on arm''s length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee and the Board for prior approval at the commencement of the financial year. A statement giving details of all related party transactions as approved is placed before the Audit Committee for review on a quarterly basis.

The details of transactions / contracts / arrangements entered by the Company with related parties are set out in the Notes to the Financial Statements. Other than the material related party transactions for which shareholders approval

was taken on 23rd July 2014, your Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance Clause 49 of the Listing agreement read with the policy of the Company on materiality of related party transactions. The disclosure in Form AOC-2 is attached as Annexure A.

15. SHARE CAPITAL

The paid up Equity Share capital as at 31st March 2015 is Rs. 1640.05 crore. During the year under review your Company has not issued any:

a. shares with differential rights

b. sweat equity shares

c. equity shares under Employees Stock Option Scheme

16. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

17. CREDIT RATING

CARE has reaffirmed "CARE AA- ''Under credit watch''" (Double AA minus ''Credit Watch'') rating to the long-term bank facilities of your Company. Non-Convertible Debentures are also rated "CARE AA- ''Under credit watch''" (Double AA minus ''Credit Watch''). The rating reaffirmed to the short-term bank facilities and CP / Short Term NCDs of your Company is " CARE A1 ''Under credit watch'' " (A One Plus ''Credit Watch'')

18. AWARDS

During the year, your Company received the following awards:

1. Innovation Award for Utilization of surplus BFG in Power Boiler at Vijayanagar by IPPAI (Independent Power Producers Association of India).

2. Energy Efficient Unit to Vijayanagar Plant at 15th National Award for Excellence in Energy Management 2014 by Confederation of Indian

Industries (CII) at Hyderabad.

3. 8th ENERTIA Awards 2014 for "Best Performance & Operation in the Private Sector" in Thermal Power by ENERTIA Foundation at

New Delhi.

4. CII-ITC Sustainability Awards 2014 "Commendation Certificate for Significant Achievement" in Category-F to Vijayanagar Plant by CII-ITC Sustainability Awards at New Delhi.

5. Green Rating Project Award for Coal based Thermal Power Plants of India to Vijayanagar Plant by Centre for Science and Environment, New Delhi.

6. Green Rating Project Award for Coal based Thermal Power Plants of India to Ratnagiri Plant by Centre for Science and Environment, New Delhi.

7. Srishti Good Green Governance Award in the utility sector awarded Vijayanagar Plant (Rank 1st) for Environmental protection by Srishti Publications Pvt Ltd.

8. Srishti Good Green Governance Award in the utility sector awarded to Ratnagiri Plant (Rank 3rd) for Environmental protection Srishti Publications Pvt Ltd.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. D. J. Balaji Rao, Independent Director ceased to be Director on account of retirement with effect from 23rd July 2014.

IDBI Bank Limited withdrew the nomination of Mr.

B. Ravindranath as its Nominee on the Company''s Board with effect from 16th September 2014 and nominated Mr. A. K. Motwani as its Nominee Director with effect from the same date. IDBI Bank Limited subsequently withdrew the nomination of Mr. A. K. Motwani with effect from 26th December 2014.

Mr. P. Abraham, Independent Director resigned as Director with effect from 27th March 2015 due to his inability to attend the meetings.

The Board placed on record its appreciation for the valuable services rendered by Mr. D. J. Balaji Rao,

Mr. B. Ravindranath, Mr. A. K. Motwani and Mr. P. Abraham during their tenure with the Company.

On the recommendation received from the Nomination and Remuneration Committee, the

Board had appointed Ms. Shailaja Chandra as an Independent Director of the Company with effect from 18th June 2014. The members approved appointment of Ms. Chandra as an Independent Director of the Company at the 20th Annual General Meeting held on 23rd July 2014.

The Board based on the recommendation received from the Nomination and Remuneration Committee had appointed Ms. Sheila Sangwan as an Independent Director of the Company with effect from 1st October 2014. The members approved appointment of Ms. Sangwan as an Independent Director of the Company at the Extraordinary General Meeting held on 3rd March 2015.

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement confirming that they meet the criteria of independence as prescribed.

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

The company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc and related matters are put up on the website of the Company at the link: http:Zwww.jsw.in/investors/energy/familiarisation- programme

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Sagar retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

There was no change in the Key Managerial Personnel of the Company during the year.

The Board met seven times during the year on 30th April 2014, 23rd July 2014, 31st October 2014, 16th November 2014, 22nd January 2015,

2nd February 2015 and 27th March 2015.

20. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under

Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

The Management Discussion and Analysis section, which forms part of the Annual Report, provides details on your Company''s strategies for growth and the performance review of the businesses / operations in depth is given as Annexure to this report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts for the year under review, on a ''going concern'' basis and

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. DISCLOSURES RELATED TO COMMITTEES AND POLICIES

a. AUDIT COMMITTEE

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013.

The composition of the Audit Committee

is in conformity with the provisions of the said section / listing agreement. The Audit Committee comprises of:

1. Mr. Chandan Bhattacharya, Chairman,

2. Ms. Shailaja Chandra, Independent Director

3. Ms. Sheila Sangwan, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

b. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee

(NRC) of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Chandan Bhattacharya, Independent Director

2. Ms. Sheila Sangwan, Independent Director and

3. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

Your Company has devised the Nomination Policy for the appointment of persons to serve as Directors on the Board of your Company and for the appointment of Key Managerial

Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

In terms thereof, the size and Composition of the Board should have:

- Mix of Qualification, skills and experience;

- Mix of Executive, Non-Executive and

Independent Directors;

- Minimum four number of Directors as per Articles, maximum number of Directors as may be permitted by its Articles, Listing Agreements and by law;

- Atleast One Woman Director.

The NRC interalia is responsible for:

i. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations on any proposed changes to the Board;

ii. setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

iii. formulate criteria for determining qualifications and identify individuals suitably qualified to become Board members in terms of skills, knowledge, positive attributes, experience, independence of Director and other factors as per the provisions of applicable law and selecting or making recommendations to the Board on the selection of individuals nominated for Directorship;

iv. assessing the independence of Independent Non-Executive Directors;

v. monitoring the annual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of Non- Executive Directors;

While recommending a candidate for appointment, the NRC shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships,

diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

Your Company has also devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Your Company regards its employees across the organisational hierarchy as a most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Company''s overall directive.

Your Company has devised a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees with following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate directors;

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed & Variable Pay and reflects short & long term performance objectives.

The Remuneration policy of the Company is

attached herewith marked as Annexure B.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following Directors:

1. Mr. Chandan Bhattacharya, Independent Director

2. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

D. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Board has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Whistle Blower Policy and Vigil Mechanism" ("the Policy").

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

This Policy has been framed with a view to inter alia provide a mechanism interalia enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

Mr. Sanjay Sagar, Jt. Managing Director and CEO, is designated as the Ethics Counsellor.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/energy/ whistle-blower-policy

E. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed a Risk Management Policy.

The policy aims to ensure for Resilience for sustainable growth & sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement.

Your Company had constituted a Risk Management Committee which comprises of following Directors:

1. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

2. Mr. Chandan Bhattacharya, Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

4. Mr. Pramod Menon, Director (Finance)

Your Company follows the Committee of Sponsoring Organisations (COSO) framework of Enterprise Risk Management (ERM) to identify, classify, communicate, respond to risks & opportunities based on probability, frequency, impact, exposure & resultant vulnerability & ensure Resilience such that -

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments & remain resilient.

b) Unintended risks related to performance, operations, compliances & systems are managed through direction setting vision/ mission, prudent capital structuring, funds allocation commensurate with risks & opportunities, code of conduct, competency building, policies, processes, supervisory controls, audit reviews etc.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex & Ambiguous

(VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Overall risk exposure of present & future risks remains within Risk capacity as may be perceived by the management.

f) Creation of Risk Management Committee

The Risk Management Committee reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

F. CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Sanjay Sagar, Jt. Managing Director & CEO

2. Mr. Pramod Menon, Director (Finance)

3. Mr. Chandan Bhattacharya, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director

5. Ms. Shailaja Chandra, Independent Director

6. Ms. Sheila Sangwan, Independent Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy.

The CSR Policy of the Company is available on the Company''s web-site and can be accessed at link http:Zwww.jsw.in/corpcitizenship/csr- policies

During the year, the Company has spent Rs. 15.83 crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure C.

G. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board had carried out the evaluation of every Director''s Performance based on specified criteria. Furthermore, the Board had carried out an Annual performance

evaluation of its own performance, the Independent Directors as well as the evaluation of the working of the Committees.

H. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

23. AUDITORS AND AUDITORS REPORTS

a. Statutory Auditors

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

b. Secretarial Auditor

The Board had appointed M/s. S. Srinivasan and Co., Company Secretaries to issue Secretarial Audit Report for the financial year 2014- 15. Secretarial Audit Report issued by M/s

S. Srinivasan and Co., Company Secretaries, in Form MR-3 for the financial year 2014- 15 forms part of this report and marked as Annexure D. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Cost Auditor

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 20th Annual General Meeting, M/s. S. R. Bhargave & Co., Cost Accountants, to conduct the audit of the cost accounting records for financial year 2014-15.

The Cost Audit Report for financial year 2013- 2014 for audit of Cost accounting records by the Cost Auditor, M/s S. R. Bhargave & Co.,

Cost Accountants, was filed on 22nd September 2014.

Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors to conduct the cost audit of the Company for the financial year 2015-16.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual

Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure E which forms part of this Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND foreign exchange earnings AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy;

Vijayanagar

- Reduce power consumption of ID fan motors (2 nos.) in SBU-2, Unit-1, by installing variable frequency drives (VFD), resulted in recurring saving of 425 kWh.

- Installation of additional baskets in air preheater (APH) - Unit - 2 to yield a reduction of 2Â°C in the temperature of exit flue gas resulting in improved boiler efficiency by 0.1%.

- Reduce power consumption of CEP in SBU-2, Unit-2, by installing variable frequency drives (VFD), resulted in recurring saving of 215 Kwh.

- Reduction in power consumption of 2 nos. of CT fans in SBU-2 saving of 40kwh and SBU-I: 2 Nos of CT Fans by installing energy efficient fan blades saving of 14kwh.

- Reduction of energy consumption in

CHP by installing a bypass chute to transfer coal from conveyor CJ 9C1 to 10C1 eliminating operation of Coal conveyor CJ 9RC1 saving of 8.44 Kwh.

- 20 Nos. Main road lights replaced with LED lamps.

- Remote monitoring of High energy drains temperature for early detection of passing of valves in SBU1.

Ratnagiri

- The installation of Air Drier in Ash conveying system to reduce moisture in conveying air.

- Optimization of coal mill operation during partial loading.

- Auto operation of Seal Air fan, Inlet IGV.

- Installation of Intelligent flow controller in Main plant compressed air system.

- Installation of condenser ball cleaning system in Unit 2, 3 and 4 to improve the Condenser vacuum.

- Installation of LED lights

- Installation of Energy efficient fan in

cooling tower for two cells.

- Interconnection of VAM steam supply line form Unit 1 & 2 to Unit 3 & 4

(ii) The steps taken by the company for

utilizing alternate sources of energy;

Vijayanagar

- Utilisation of Waste gas from JSW steel in SBU-II Unit-2 boiler by converting 100% coal fired to 90% coal fired and 10% waste gas fired. This will reduce GHG emissions of 0.07 kg/ Kwh.

Ratnagiri

- Rainwater harvesting and alternate water supply arrangement to JSW Township.

(iii) The capital investment on energy

conservation equipments;

Vijayanagar

- Capital investment of Rs. 2.77 crore

Ratnagiri

- Capital investment of Rs. 1.26 crore

Total: Rs. 4.03 crore

(B) Technology absorption -

(i) The efforts made towards technology

absorption;

Vijayanagar

a) SBU-1 Unit 1 - During capital overhauling of Unit, all four UPS replacement done because of Obsolescence of technology.

b) SBU-I Unit-1 Existing I.F.M Igniter

system in boiler is replaced with "High Energy Arc ignitor (HEA)"

c) Absorption of better technology for EHTC and GAMP, Turbine Stress Evaluator systems for SBU-1 Unit #1.

d) CHP HMI shifting from main ESP control room to main control room to optimise and effective operation.

e) Mechanised cleaning and coal handling plant.

Ratnagiri

a) Engineering Stations (ES) of all 4 Units are made available at single location.

b) Teflon coating for CW pump shaft.

c) Corrosion resistance coating on sea water intake pump shaft.

d) Installation of Debris filter in FGD sea water inlet pipe line.

e) Shifting of Silo Dry Ash Unloading System Control Panel at nearest location.

f) Installation of Online Purging system for Mill Bowl DP Transmitter.

The Company has carried out 13 nos. of logic/structural modifications in Plant which has resulted in enhanced plant performance and safety.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Vijayanagar

a) Reduction in outage time, combating

obsolescence

b) The HIGH ENERGY ARC {HEA}

provides Consistent and Reliable ignition of fuel. Eliminates safety hazard

Ratnagiri

a) Monitoring, Forcing / Simulation of all

4 Units can be done by one I & C Shift Engineer from single location.

b) Reduction in failure of shaft and maintenance cost and reduction of lube water consumption.

c) Reduction in maintenance down time and improved availability

d) Better monitoring & control to avoid spillage of Ash.

e) Reduction in down time of FGD

f) Reduction in inventory cost and improvement in availability of equipment.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); Not Applicable

(iv) The expenditure incurred on Research and Development. Ratnagiri

As such the Company did not carry ou any basic R&D work during the year 2014-2015 but for new technology absorption expenditure incurred was Rs. 0.48 crore.

26. EMPLOYEE STOCK OPTION PLAN AND SCHEME

The ESOP Committee of the Board of Directors of the Company, inter alia, administers and monitors the JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega Stock Option Scheme 2012 (ESOS 2012) of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March 2015 with regard to the ESOP 2010 and ESOS 2012 are provided in Annexure F to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant.

Voting rights on the shares, if any, issued to employees under the ESOP 2010 and ESOS 2012 are to be exercised by them directly or through their appointed proxy.

The certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members would be placed at the Annual General Meeting for inspection by members.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure G to this Report.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Sajjan Jindal Mumbai Chairman & Managing Director 27th April 2015 [DIN: 00017762]

Mar 31, 2014

To the Shareholders,

The Directors are pleased to present the Twentieth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2014.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2014 is summarized below:

(Rs. crore)

Particulars Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Sales and Other Income 6,057.55 6,701.23 8,907.63 9,147.73

Profit before Interest, Depreciation, Tax and Exceptional 2,267.57 2,410.52 3,453.61 3,006.62 items

Finance Costs 627.55 571.80 1205.94 962.79

Depreciation and amortisation expense 452.85 424.94 809.95 661.53

Exceptional items 370.21 169.95 377.69 196.59

Profit before Tax 816.96 1,243.83 1060.03 1,185.71

Provision for Tax 214.48 250.80 283.60 273.31

Profit for the year before Share of loss of Associates and 602.48 993.03 776.43 912.40 Minority Interest

Share of Profit / (Loss) of Minority - - 5.10 (2.93)

Share of Loss of Associate Company - - 16.59 11.68

Profit for the year 602.48 993.03 754.74 903.65

Add: Profit brought forward from previous year 2,117.27 1,717.71 1,569.34 1,272.43

Less: Share of Loss of Associate up to previous year - - 3.75 11.88

Profit available for appropriation 2,719.75 2,710.74 2,320.33 2,164.20

Less: Transfer to Debenture Redemption Reserve 73.69 135.23 73.69 135.23

Less: Transfer to Contingency Reserve - - 1.39 1.39

Less: Transfer to General Reserve 45.19 74.48 45.19 74.48

Less: Proposed Dividend 328.01 328.01 328.01 328.01

Less: Dividend Distribution Tax 55.75 55.75 55.75 55.75

Balance Carried to Balance Sheet 2,217.11 2,117.27 1,816.30 1,569.34

2. FINANCIAL PERFORMANCE Standalone

- The total revenue of your Company for fi scal 2014 stood at Rs. 6,057.55 crore as against Rs. 6,701.23 crore for fi scal 2013 showing a decrease of 9.61%.

- The EBIDTA (before exceptional items) decreased by 5.93% from Rs. 2,410.52 crore in fi scal 2013 to Rs. 2,267.57 crore in fi scal 2014.

- Profit for the year decreased by 39.33% from Rs. 993.03 crore in fi scal 2013 to Rs. 602.48 crore in fi scal 2014.

- The net worth of your Company increased to Rs. 7,002.67 crore at the end of fi scal 2014 from Rs. 6,773.24 crore at the end of fi scal 2013.

- The debt gearing of your Company was at 0.71 times as at the end of fi scal 2014 compared to 0.80 times at the end of fi scal 2013.

Consolidated

- The consolidated total revenue of your Company for the fi scal 2014 stood at Rs. 8,907.63 crore as against Rs. 9,147.73 crore for fi scal 2013 showing a decrease of 2.62 %.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 3,006.62 crore in fi scal 2013 to Rs. 3,453.61 crore in fi scal 2014 showing an increase of 14.87 %.

- The consolidated Profit for the year has decreased from Rs. 903.65 crore in fi scal 2013 to Rs. 754.74 crore in fi scal 2014 showing a decrease of 16.48 %.

- The consolidated Net Worth of your Company has increased from Rs. 6,203.76 crore at the end of fi scal 2013 to Rs. 6,571.17 crore in fi scal 2014.

- The consolidated debt gearing of the Company is at 1.54 times as at end of fi scal 2014 compared to 1.67 times in fi scal 2013.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2 per share (20%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for FY 2013-2014 [Rs. 2 per share (20%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outfl ow on account of Equity dividend will be Rs. 383.76 crore [Rs. 383.76 crore in previous year].

5. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL), a wholly owned subsidiary of your Company, had commissioned 1080 MW (8 X 135) power plant based on lignite to be mined from Jalipa & Kapurdi Lignite mines in the District of Barmer in Rajasthan in FY 2012-13. Some of the allied project activities such as part of Lignite handling system, Lime handling system and colony were commissioned during the current year. The balance part of Project like part of reservoir, 33 KV line etc., is expected to be completed during the year.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine- head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL meets the entire fuel requirement of the Power Plant.

During the year, RWPL has achieved Plant Load Factor (PLF) of 44.32% and generated 4,193.30 million units (gross). Out of the gross generation, it has sold 3,697.34 million units to Rajasthan Distribution Companies (Discoms) and generated revenue of Rs. 1,860.01 crore and earned profit after tax of Rs. 157.29 crore on standalone basis and revenue of Rs. 1,843.29 crore and profit after tax of Rs. 140.09 crore on consolidated basis during the FY 2013-14.

The project cost of RWPL was funded on a debt equity ratio of 75:25, with consortium of lenders led by ICICI Bank Limited. The revised project cost including margin money is estimated to be Rs. 7,165 crore. The Company has drawn Rs. 5,173 crore under Rupee Term Loan Agreement.

It has incurred Rs. 6,936 Crore for the project (excluding investment in BLMCL) as at 31st March, 2014.

Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 677.96 crore as loan as at 31st March, 2014. RWPL has invested equity of Rs. 9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs. 394.09 crore as on that date.

RWPL and BLMCL have fi led petition with Hon''ble Rajasthan Electricity Regulatory Commission (RERC) for determination of tariff

and lignite transfer price for FY 2014-15 which is under consideration. In the meanwhile, RERC has extended the last applicable provisional tariff and transfer price upto 30th June, 2014, which can be expected to be further extended.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

Land Acquisition officer (LAO) has passed the Order for acquisition of the Jalipa Lignite Mines and full consideration has been paid by BLMCL. Development activity of the Jalipa mine is expected to commence during FY 2014- 15. Mining lease for the Jalipa Lignite Mine has been granted by Government of Rajasthan (GoR) in favour of RSMML on 22nd February, 2013 and the lease has been transferred by GoR from RSMML in favour of BLMCL on 17th September, 2013. The execution of mining lease is expected to be done soon. Ministry of Coal has also granted post-facto prior approval to GoR for grant of lease to RSMML for Kapurdi and Jalipa Lignite Mines and transfer of mining lease to BLMCL.

BLMCL had applied for enhancement of mining capacity of Kapurdi Lignite Mines from 3MTPA to 7MTPA in March 2012 so that the lignite requirement for operating all eight units of the Power Plant can be met at normative PLF. Ministry of Coal had approved the increase in mining capacity upto 7 MTPA. The Environment Clearance approval for increase in mining capacity upto 7 MTPA is under consideration with Ministry of Environment & Forests (MoEF).

Meanwhile, BLMCL had also applied in January, 2013 for the one time enhancement in mining capacity by 25% to MoEF over the approved Environment Clearance (EC) of 3 MTPA, approval of which has been received by BLMCL.

During the year, BLMCL had also received fi nal clearance from MoEF for diversion of 9.794 hectares of protected forests land lying on both sides of NH-15 in Jalipa Lease area. PWD-NH division is also fi nalizing DPR for the diversion of NH-15 and is likely to complete the same soon.

Lignite Handling System has been installed and commissioned in March, 2014 and 3 MLD

Water Treatment Plant is under construction in Kapurdi Lignite Mines

BLMCL has incurred Rs. 1,527 crore till 31st March, 2014.

Both RWPL and BLMCL are presently operating on adhoc interim Tariff and adhoc transfer price of Lignite respectively, provided by the RERC till the fi nal determination of Tariff & transfer price of Lignite. Besides the determination of fi nal Tariff & transfer price of Lignite, there are other issues related to the project either pending before RERC or Hon''ble Appellate Tribunal for Electricity or Hon''ble Supreme Court, which will have an eventual bearing on the earnings of the Company. As a prudent & conservative practice, both RWPL & BLMCL have only adopted the Tariff approved by the RERC.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest category Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 10061 MUs as against 11328 MUs during the previous financial year thereby generating a total sales turnover of Rs. 5,020 Crore with Profit after Tax of Rs. 17.26 crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has emerged as one of the leading Power Trading Companies in India and achieved second position on all India basis as per the monthly reports of Market Monitoring Cell of Hon''ble CERC for period April 2013 to February 2014. JSWPTC is a representative in the Central Advisory Committee of Hon''ble CERC.

C. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), for development of Transmission System as an integral part of Intra-state Transmission

System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Hon''ble Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through diffi cult terrain.

The Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained a high availability of Transmission System at 99.19% for the FY 2013-14.

Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2014 in JPTL. JPTL has generated revenues of Rs. 121.08 crore and Net Profit of Rs. 19.61 crore during the FY 2013-14.

MERC has vide its order dated 16th August, 2013 approved the Annual Revenue Requirement (ARR) including carrying cost as per its Multi Year Tariff Regulations for the period FY 2012- 13 to FY 2015-16 as well as truing up of ARR for the FY 2011-12.

D. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 840 acres, out of which 789 acres have been acquired either directly or indirectly through CSIDC for development of Project. About 540 acres of land has been handed over to CSIDC by Government of Chhattisgarh. Environment clearance has been obtained from Ministry of Environment & Forests. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be fi nanced with a Debt Equity ratio of 75:25. Your Company has invested Rs. 108.57 crore as Equity contribution as at 31st March 2014.

E. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.15 crore as loan as at 31st March 2014.

F. JSW Energy (Kutehr) Limited (JEKL)

JEKL has been incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project.

Your Company has invested Rs. 2.36 crore as Equity contribution as at 31st March 2014.

OVERSEAS SUBSIDIARIES

G. PT Param Utama Jaya (PTPUJ)

The Company had acquired 100% equity of PTPUJ in the year 2007 for a total consideration of USD 4.1 Mn which was incorporated in Indonesia. PTPUJ was engaged in the business of providing management consultancy services to coal mining companies in Indonesia. The Company has entered into a share purchase agreement with Saiwai Boeki Shokai Pte Limited and sold its 100% equity for a consideration of USD 4.2 Mn. Accordingly, PTPUJ ceased to be the subsidiary of the Company wef 28th February, 2014.

H. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 36.06 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 320.63 crore as loan as on 31st March, 2014 for acquiring and developing Coal mining assets in South Africa. JEMML has also invested in equity share capital of Rs. 6.33 crore (including Share Application Money of Rs. 6.23 crore) in JSW Energy Natural Resources UK Limited.

Your Company has Equity investment of Rs. 42.11 crore in JEMML and advanced Rs. 309.03 crore as loan as on 31st March, 2014.

I. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 35.81 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs. 320.42 crore as loan as on 31st March, 2014.

J. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 41.07 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 8.94 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries, of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 26.91 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 214.15 crore as loan to SACMH & its subsidiaries.

K. South African Coal Mining Holdings Limited (SACMH)

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area.

The effective shareholding of your Company in SACMH as at 31st March, 2014 stands at 93.27%.

L. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.63 crore as Equity in JENRBL, which has been entirely provided for during the previous year.

M. JSW Energy Natural Resources UK Limited (JENRUKL).

JENRUKL was incorporated on 12th September 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for achieving the objective of overseas acquisition of coal assets. JEMML had invested Rs. 0.10 crore in its equity shares and Rs. 6.23 crore is given as share application money pending allocation.

6. EXEMPTION U/S 212 FOR SUBSIDIARIES

The Company has availed the exemption available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011 from attaching a copy of the Balance Sheet, Profit and Loss Statement, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any Shareholder at the Company''s Registered office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 and the Company will make available these documents and the related detailed information upon request by any Shareholder of the Company or any Shareholder of its subsidiary Companies who may be interested in obtaining the same.

7. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

Ministry of Environment and Forests (MoEF) has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Felling of trees coming in the alignment of project, is under progress. Consent to establish has been accorded by the HP State Pollution Control Board on 17th December, 2012.

Kutehr HEP has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol. The project is entitled to claim carbon credits from the date of commissioning.

80 Bighas of private land required for the implementation of the project has been acquired through direct negotiations and balance 16 Bighas to be acquired through Land Acquisition Act, 1894 is at the advance stage.

Efforts are being made for signing of power purchase agreement (PPA) with different state agencies. The Project is progressing well.

Toshiba JSW Power Systems Private Limited (formerly Toshiba JSW Turbine and Generator Private Limited Â "Toshiba JSW")

Toshiba JSW is a Joint Venture with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by the Company and 2.48% by JSW Steel Limited to design, manufacture, market and maintain services of mid to large-size Supercritical Steam Turbines and Generators of size 500 MW to 1,000 MW. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of state of the art power plant equipment.

Your Company has invested Rs. 100.23 crore in Equity of Toshiba JSW.

The name of Toshiba JSW Turbine & Generator Private Limited has been changed to Toshiba JSW Power Systems Private Limited consequent to the demerger of Toshiba Thermal Power System division from Toshiba India Private Limited and its merger into Toshiba JSW. Toshiba JSW is now capable of providing comprehensive Engineering, Procurement and Construction services for the Power Plants.

During the year, Toshiba JSW has received order from NTPC Limited for 2 Units of 800 MW Super critical Turbines and Generators for Darlipalli Power Project in Orissa. This is in addition to the earlier orders received from NTPC for 3 Units of 800 MW Supercritical Turbine and Generator sets for Kudgi Power plant in Karnataka and 2 Units of 660 MW Supercritical Turbine Generator sets for Meja Power Project in Uttar Pradesh which are at an advanced stage of manufacturing and progressive dispatch to NTPC.

Toshiba JSW has decided to expand the annual production capacity of the Manufacturing facility from 3000 MW to 6000 MW of Supercritical Steam Turbine & Generators and construction work for the same is in progress and is expected to be completed shortly.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfi elds Limited, a Public Sector Company holds 60% of the Equity. Land acquisition by Government of India under Section 9(1) of Coal Bearing Areas (Acquisition and Development) Act, 1957 has been completed. Ministry of Coal, Government of India has been requested for vesting of land in favour of MJSJ under the provisions of Section 11 of the Act. Gopal Prasad OCP has 2 blocks; namely west of Gopal Prasad West and Utkal A Block. Earlier entire Gopal Prasad West total area 1022.85 ha (2527.47 acre) has been vested by Government of India with MCL for mining. Now, MJSJ has applied to the Government for change of vesting of rights for west portion of Gopal Prasad West having area of 615.78 ha (1521.59 ac) in the name of MJSJ instead of MCL. Ministry of Coal is awaiting approval of CMD, MCL to consider the proposal. Government of India has vested 409.03 ha (1010.714 acre) land with MJSJ for mining of Utkal A Block. Other pre-development activities like statutory clearances are in the process of completion. Your Company has invested Rs. 10.46 crore towards its 11% stake as on 31st March, 2014.

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

Other New projects, Initiatives etc

Your Company has plans to expand the capacity and foot print in the generation space with locations identifi ed in Chattisgarh, Jharkand, Vijayanagar and Ratnagiri. While the Company has acquired / is acquiring land in these locations besides taking various consents, these projects are proposed to be taken up on getting reasonable clarity on the fuel and power off-take arrangements which are awaited. Besides, as part of the strategy to be a fully integrated player in the power sector, the Company is keenly evaluating the opportunities in the distribution space.

8. CREDIT RATING

CARE has reaffi rmed ''CARE AA-'' (Double AA minus) rating to the long-term bank facilities of your Company. Non Convertible Debentures are also rated ''CARE AA-'' (Double AA minus). The rating reaffi rmed to the short-term bank facilities of your Company (including CP / Short Term NCDs) is ''A1 '' (A One Plus)

9. FIXED DEPOSITS

Your Company has not accepted any fi xed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. AWARDS

During the year, your Company received the following awards:

1. Best Thermal Power Plant, 2013 organised by IPPAI (Independent Power Producers Association of India)

2. National Award (Gold Shield) to Power Utilities for Meritorious Performance- In Recognition of Outstanding Performance during 2011- 12 (SBU-I) (Vijayanagar Plant) organised by Ministry of Power, Government of India

3. National Award (Gold Shield) to Power Utilities for Meritorious Performance - In Recognition of Outstanding Performance during 2012- 13 (SBU-I) (Vijayanagar Plant) organised by Ministry of Power, Government of India

4. National Award (Bronze Shield) to Power Utilities for Meritorious Performance- In Recognition of Outstanding Performance during 2012-13 (SBU-II) (Vijayanagar Plant) organised by Ministry of Power, Government of India

5. Shristi Good Green Governance Award in the utility sector awarded to Ratnagiri Plant for Environmental protection organised by Shristi Publications Pvt Ltd

11. BOARD OF DIRECTORS

1. The Board comprises of Eight Directors, of which three are Independent Directors and one Nominee Director.

2. Mr. Nirmal Kumar Jain ceased to be the Whole-time Director designated as ''Vice Chairman'' of the Company with effect from the close of 31st August 2013 but continues to be a Director on the Board. The Board placed on record the significant contributions made by Mr. Nirmal Kumar Jain during his tenure as Vice Chairman.

3. The Board of Directors at their meeting held on 30th January, 2014, subject to shareholders approval, reappointed M r. Sajjan Jindal as the Managing Director designated as Chairman and Managing Director with effect from 1st January 2014 for a period of 5 years.

Mr. Nirmal Kumar Jain, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. B. Ravindranath is the Nominee Director of IDBI Bank Limited on the Board of the Company with effect from 30th January, 2013. To comply with the requirement of Section 152 of the Companies Act, 2013 that not less than two-thirds of the total number of Directors shall be persons whose period of office shall be liable to determination by retirement of Directors by rotation and as Nominee Director are not considered as Independent, it is proposed that Mr. Ravindranath, nominated by IDBI Bank Limited as Director, be appointed as Director whose period of offi ce shall be liable to determination by retirement of Directors by rotation so long as Mr. Ravindranath continues to be Nominee Director of IDBI Bank Limited.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. P. Abraham and Mr. Chandan Bhattacharya as Independent Directors for fi ve consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. Abraham and Mr. Bhattacharya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

Mr. D. J. Balaji Rao, Independent Director whose term of office expires at the ensuing Annual General Meeting is not seeking reappointment. Mr. Balaji Rao will cease to be Director of the Company from the conclusion of the ensuing Annual General Meeting.

4. The Board met four times during the year on 3rd May, 2013, 26th July, 2013, 26th October, 2013 and 30th January, 2014.

12. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certifi cate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confi rmed:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the annual accounts for the year under review, on a ''going concern'' basis.

14. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act,

1956, your Company was required to get its cost accounting records audited by a Cost Auditor and had accordingly appointed M/s. S. R. Bhargave & Co., Cost Accountants for this purpose for FY 2013-14. The Cost Audit Report for FY 2012-13 received from M/s S. R. Bhargave & Co., Cost Accountants has been fi led on 21st September 2013.

Your Company has appointed, subject to ratifi cation of the remuneration payable to the cost auditor by the shareholders in the ensuing Annual General Meeting, M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2014-15 in case the audit of cost records is directed by the Central Government.

15. DISCLOSURES AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Disclosure as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i. Installation of VFD drives for CEPs in one unit of SBU-2.

ii. Installation of LED lighting in SBU- 1 & SBU-2 Control rooms, VFD room and Training hall for energy conservation.

iii. Replacement of passing BFP recirculation control valves (4 Nos.) in SBU-2 units.

iv. Optimised ESP Rapping motors operation for energy conservation in SBU-2.

v. Optimised ESP hopper heaters run time and number of hopper heaters in SBU-2

vi. Operation of ESP fi elds in "Energy saver mode" during fi ring of Low ash coal in SBU-2.

vii. PA header pressure optimisation in SBU-1 resulting in reduction of auxiliary power consumption.

viii. Reduction of Specifi c DM water consumption in SBU-1 resulting in Energy saving.

Ratnagiri

i. Arresting of leakages in Ash Conveying system and optimization of Ash conveying cycle to reduce loading of Ash handling Compressors.

ii. Optimization of operation of BA conveying System.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Vijayanagar

Installation of VFD for ID fans in one unit of 300MW.

Ratnagiri

Rs. 17 Lac for Intelligent Flow Control (IFC) System for Main Plant Compressor.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Vijayanagar

The energy conservation measures have reduced energy consumption by 624KW/hr (SBU-2- 322 KW/hr and SBU-1-302KW/hr)

Ratnagiri

The energy conservation measures have reduced energy consumption by 169.83 KW/Hr.

d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries Specified in the Schedule thereto: Not Applicable.

e) Your Company follows the ash utilisation norms stipulated in environmental clearances issued by the respective State Pollution Control Board / Ministry of Environment and Forests: Yes.

B. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form ''B'' is attached as Annexure "A" to this report.

b) The Company has carried out 19 numbers of logic/structural modifi cations in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 24 numbers of logic/structural modifi cations in plants located at Jaigad, which has resulted in enhanced plant performance.

16. EMPLOYEE STOCK OPTION PLANS (ESOP)

In terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to JSWEL Employees Stock Option Plan 2010 and JSWEL Employees Mega Stock Option Scheme 2012 is given in Annexure "B" to the Directors Report.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 ("Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

18. CORPORATE SOCIAL RESPONSIBILITY

JSW Group strongly believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders and is committed towards improving the quality of life of communities around its area of operations.

The Company has its current domestic operations across different locations such as Vijayanagar in Karnataka, Ratnagiri in Maharashtra and Barmer in Rajasthan and new projects coming up in other locations such as Hydro Project at Kutehr in Himachal Pradesh, thermal project at Raigarh, Chattisgarh etc.

The CSR initiatives of the Company are mainly conducted under the aegis of JSW Foundation, an integral part of the JSW Group, which is the social development division of the Group. It is an independent institution and is governed by the Board of Trustees who are drawn from the senior management of the Group headed by Mrs. Sangita Jindal, Chairperson.

The Primary stakeholder in the Company''s CSR activities is the local populace in and around its area of operations. Some of the notable CSR activities covered include Community development initiatives in the fi eld of Education such as establishing of Schools and running them, running a de- centralised Mid-Day meal Programme for students thereby enhancing attendance in Schools, operating primary healthcare and conduct of special camps for health check-ups, upgradation of government run health centres, employment generation, Water conservation project, organising self-help groups for local women to start individual and group enterprises, Sanitation drive in collaboration with Government''s Total Sanitation Campaign and Promotion of Arts.

The Board of Directors at their meeting held on 3rd May 2013, in terms of requirements of Section

135 of the Companies Act, 2013, had already constituted the Corporate Social Responsibility (CSR) Committee which presently comprises of Mr. Sanjay Sagar, Mr. Pramod Menon, Mr. Chandan Bhattacharya and Mr. Nirmal Kumar Jain as members of the said Committee. The amount expended by the Company towards CSR during 2013-14 was Rs. 6.31 crore.

The Board of Directors at their meeting held on 30th April, 2014 has, after considering the recommendation of the CSR Committee, approved the CSR Policy of the Company which is placed on the Company''s website. Your Company is committed to spend towards CSR, minimum 2% of the average net profits of the Company for the preceding three financial years pursuant to Section 135 of the Companies Act, 2013.

19. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

30th April 2014 Chairman & Managing Director

Mar 31, 2013

To the Shareholders,

The Directors are pleased to present the Nineteenth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2013 is summarized below:

(Rs. crore)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Sales and Other Income 6,701.23 5,130.44 9,147.73 6,265.44

Profit before Interest, Depreciation, Tax and Exceptional items 2,410.52 1,328.24 3,006.62 1,594.39

Finance Costs 571.80 508.16 962.79 717.24

Depreciation and amortisation expense 424.94 377.22 661.53 503.34

Exceptional items 169.95 151.61 196.59 161.27

Profit before Tax 1,243.83 291.25 1,185.71 212.54

Provision for Tax 250.80 56.61 273.31 41.91

Profit for the year before Share of loss of Associates and Minority 993.03 234.64 912.40 170.63 Interest

Share of Profit / (Loss) of Minority - - (2.93) 0.58

Share of Loss of Associate Company - - 11.68 -

Profit for the year 993.03 234.64 903.65 170.05

Add: Profit brought forward from previous year 1,717.71 1,717.85 1,272.43 1,338.12

Less : Share of Loss of Associate up to previous year - - 11.88 -

Profit available for appropriation 2,710.74 1,952.49 2,164.20 1,508.17

Less: Transfer to Debenture Redemption Reserve 135.23 139.48 135.23 139.48

Less: Transfer to Contingency Reserve - - 1.39 0.96

Less: Transfer to General Reserve 74.48 - 74.48 -

Less: Proposed Dividend 328.01 82.00 328.01 82.00

Less: Dividend Distribution Tax 55.75 13.30 55.75 13.30

Balance Carried to Balance Sheet 2,117.27 1,717.71 1,569.34 1,272.43

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of your Company for fiscal 2013 stood at Rs. 6,701.23 crore as against Rs. 5,130.44 crore for fiscal 2012 showing an increase of 31%.

- The EBIDTA (before exceptional items) increased by 81% from Rs. 1,328.24 crore in fiscal 2012 to Rs. 2,410.52 crore in fiscal 2013.

- Profit for the year increased by 323% from Rs. 234.64 crore in fiscal 2012 to Rs. 993.03 crore in fiscal 2013.

- The net worth of your Company increased to Rs. 6,773.24 crore at the end of fiscal 2013 from Rs. 6,158.72 crore at the end of fiscal 2012.

- The debt gearing of your Company was at 0.80 times as at the end of fiscal 2013 compared to 0.87 times at the end of fiscal 2012.

Consolidated

- The consolidated total revenue of your Company for the fiscal 2013 stood at Rs. 9,147.73 crore as against Rs. 6,265.44 crore for fiscal 2012 showing an increase of 46 %.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 1,594.39 crore in fiscal 2012 to Rs. 3,006.62 crore in fiscal 2013 showing an increase of 89%.

- The consolidated Profit for the year has also increased from Rs. 170.05 crore in fiscal 2012 to Rs. 903.65 crore in fiscal 2013 showing an increase of 431%.

- The consolidated Net Worth of your Company has increased from Rs. 5,700.07 crore at the end of fiscal 2012 to Rs. 6,203.76 crore in fiscal 2013.

- The consolidated debt gearing of the Company is at 1.67 times as at end of fiscal 2013 compared to 1.75 times in fiscal 2012.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2 per share (20%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for FY 2012 - 2013 [Rs.0.50 per share (5%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 383.76 crore [Rs. 95.30 crore in previous year].

5. subsidiaries

The details of the Subsidiary Companies are as follows:

a. Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of your Company, has implemented the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 7,165 crore.

During the year, RWPL commenced commercial operations of its 5th unit on 5th February, 2013, 8th Unit on 28th February, 2013, 6th Unit on 3rd March, 2013, and 7th Unit on 16th March, 2013, thereby increasing its operating capacity to 1080 MW.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant.

RWPL achieved Plant Load Factor (PLF) of 73.36% during operational period of the plant and has generated 3,780.20 million units (gross) during the year. Out of the gross generation, RWPL has sold 3,310.31 million units to Rajasthan Distribution Companies (Discoms) and generated revenues of Rs. 1,232.14 crore and profit after tax of Rs. 19.79 crore on standalone basis and revenues of Rs. 1,214.64 crore and profit after tax of Rs. 8.52 crore on consolidated basis during the FY 2012-2013.

RWPL has incurred Rs. 6,844 crore for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2013. Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 1,167.28 crore as loan as at 31st March, 2013.

RWPL has received in-principle consent for the proposed expansion for setting up another 2X135 MW Power Plant at the same location. The cost of this Project was estimated at Rs. 1,350 crore and was proposed to be financed with a Debt to Equity ratio of 75:25. RWPL has incurred a cost of Rs. 61.25 crore towards the expansion project and the entire amount has been funded by your Company.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL had supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

The land acquisition of the Jalipa Lignite Mines is under progress and the mine development activity of the same would take approximately 18 months for the extraction of lignite and more than 24 months to achieve its full capacity. Mining lease for the Jalipa Lignite Mine has been granted by Government of Rajasthan in favour of RSMML on 22nd February, 2013 and the execution of mining lease is expected to be done soon.

BLMCL had also applied for enhancement of mining capacity of Kapurdi Lignite Mines from 3MTPA to 7MTPA in March 2012 so that the lignite requirement for operating all eight units of the Power Plant can be met at normative PLF. This application for statutory approvals for the revised Mining Plan is under advanced consideration.

Meanwhile, BLMCL had also applied in January, 2013 for the one time enhancement in mining capacity by 25% to Ministry of Environment & Forest (MOEF) over the approved Environment Clearance (EC) of 3 MTPA, subject to meeting certain criteria as per MoEF Office Memorandum dated 19th December, 2012. The approval for the same is under consideration of MoEF.

During the year, BLMCL had also received final clearance from MoEF for diversion of 9.794 hectares of protected forests land lying on both sides of NH-15 in Jalipa Lease area. PWD-NH division is also finalizing DPR for the diversion of NH-15 and is likely to complete the same soon.

BLMCL has incurred Rs. 1,371.58 crore till 31st March, 2013. RWPL has invested Equity of Rs. 9.80 crore in BLMCL besides providing unsecured subordinate debt of Rs. 368.59 crore as at 31st March, 2013.

Both RWPL and BLMCL are presently operating on adhoc interim Tariff and transfer price of Lignite respectively provided by the Hon''ble Rajasthan Electricity Regulatory Commission (RERC) till the final determination of Tariff & transfer price of Lignite by the Regulator. Besides the determination of final Tariff & transfer price of Lignite, there are other issues related to the project either pending before RERC or Hon''ble Appellate Tribunal for Electricity or Hon''ble Supreme Court, which will have an eventual bearing on the earnings of the company. As a prudent & conservative practice, both RWPL & BLMCL have only adopted the Tariff approved by the RERC.

b. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 11,327.83 MUs as against 8,247.30 MUs during the previous financial year thereby generating a total sales turnover of Rs. 5,298.67 crore with Profit after Tax of Rs. 18.76 crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies in India and achieved second position on all India basis as per the monthly report of Market Monitoring Cell of Hon''ble CERC for month of October, November and December 2012. It has been one of the active members in Power Committees for southern region and western region for presenting its views on different issues related with power sector. JSWPTC is a representative in the Central Advisory Committee of Hon''ble CERC.

c. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), for development of Transmission System as an integral part of Intra-State Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult terrain.

The entire Transmission Project was constructed in record time and became fully operational since 2nd December, 2011. The Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained a high availability of Transmission System at 98.43% for the FY 2012-2013.

Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2013. JPTL has generated revenues of Rs. 92.02 crore and Net Loss of Rs. 0.03 crore during the FY 2012-2013.

The petition for truing up of Annual Revenue Requirement (ARR) for the FY 2010-2011 and ARR for FY 2011-2012 was approved by MERC on 16th May, 2012. MERC has also approved Multi Year Tariff (MYT) Business plan of JPTL for the control period FY 2012-2013 to FY 2015-2016 vide order dated 20th December, 2012.

d. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 795 acres and a significant portion of the land has been acquired either directly or indirectly through CSIDC for development of Project. Environment clearance has been obtained from Ministry of Environment & Forests. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be financed with a Debt Equity ratio of 75:25. Your Company has invested Rs. 107.38 crore as Equity contribution as at 31st March, 2013.

e. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.41 crore as loan as at 31st March, 2013.

f. JSW Energy (Kutehr) Limited (JEKL)

JEKL has been incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project.

overseas subsidiaries

g. PT Param Utama Jaya (PTPUJ)

Your Company had acquired controlling interest in FY 2007 in PTPUJ, an Indonesian Company. PTPUJ is rendering management and technical consultancy services to Coal Mining Companies in Indonesia.

h. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 32.63 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 270.58 crore as loan as on 31st March, 2013 for acquiring and developing Coal mining assets in South Africa.

Your Company has Equity investment of Rs. 35.55 crore in JEMML and advanced Rs. 260.09 crore as loan as on 31st March, 2013.

i. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 32.41 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL) and advanced Rs. 270.40 crore as loan as on 31st March, 2013.

j. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 42.59 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 9.27 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries, of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 27.90 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 176.98 crore as loan to SACMH & its subsidiaries.

k. South African Coal Mining Holdings Limited (SACMH)

During the year, SACMH mined 209,388 MT of raw coal from the existing mines. The total sale of coal during the year was 179,332 MT.

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area.

The effective shareholding of your Company in SACMH as at 31st March, 2013 stands at 93.27%.

l. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.53 crore as Equity in JENRBL, which has been entirely provided for during the previous year.

6. exemption U/S 212 For SUBSIDIARIES

The Company has availed the exemption available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011 from attaching a copy of the Balance Sheet, Profit and Loss Statement, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any Shareholder at the Company''s Registered Office as also at the Company''s Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 and the Company will make available these documents and the related detailed information upon request by any Shareholder of the Company or any Shareholder of its subsidiary Companies who may be interested in obtaining the same.

7. NEW PROJECTS, INITIATIVES AND JOINT VENTURES 240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

Ministry of Environment and Forests (MoEF) has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Consent to establish has been accorded by the HP State Pollution Control Board on 17th December, 2012.

Kutehr HEP has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol. The project is entitled to claim carbon credits from the date of commissioning.

57 Bighas of private land required for the implementation of the project has been acquired through direct negotiations and balance is being acquired through Land Acquisition Act, 1894. The Project is progressing well.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated as a Joint Venture (JV) with a shareholding of 75% by Toshiba Corporation Limited, Japan (Toshiba) and 25% by JSW Group (your Company and JSW Steel Limited) to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba and Toshiba JSW for transferring supercritical turbine manufacturing technology. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of state of the art power plant equipment.

Your Company has invested Rs. 97.25 crore equivalent to 22.46% of the paid up Equity in Toshiba JSW, with JSW Steel Limited holding 2.54% and Toshiba holding 75%.

The Manufacturing facility of Toshiba JSW has been established and production activity commenced for supply of 3 X 800 MW Supercritical Turbine and Generators sets for Kudgi Power plant, Karnataka and 2 X 660 MW Supercritical Turbine and Generator sets for Meja Power Project, Uttar Pradesh under the orders bagged from NTPC Limited.

It is also decided to expand the Manufacturing facility to enhance annual production capacity from 3000 MW to 6000 MW and construction work for the same is in progress.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfields Limited, a Public Sector Company holds 60% of the Equity. Land acquisition by Government of India under Section 9(1) of Coal Bearing Areas (Acquisition and Development) Act, 1957 has been completed. Ministry of Coal, Government of India has been requested for vesting of land in favour of MJSJ under the provisions of Section 11 of the Act. Other pre-development activities like statutory clearances are in the process of completion. Your Company has invested Rs.10.46 crore towards its 11% stake as on 31st March, 2013.

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

other New projects, Initiatives etc

Your Company has plans to expand the capacity and foot print in the generation space with locations identified in Chattisgarh, Jharkand, Vijayanagar and Ratnagiri. While the Company has acquired / acquiring land in these locations besides taking various consents, these projects are proposed to be taken up on getting reasonable clarity on the fuel and power off-take arrangements which are awaited. Besides, as part of the strategy to be a fully integrated player in the power sector, the Company is keenly evaluating the opportunities in the distribution space. However, given the prevailing challenging economic environment and slow paced action on policy fronts, your Company is treading carefully in making fresh investments.

8. credit rating

CARE has reaffirmed ''CARE AA-'' (Double AA minus) rating to the long-term bank facilities of your Company aggregating to Rs. 3,248.02 crore. Non Convertible Debentures of your Company aggregating to Rs. 3,600 crore are also rated ''CARE AA-'' (Double AA minus). The rating reaffirmed to the short-term bank facilities of your Company aggregating to Rs. 5,050 crore is ''A1 '' (A One Plus)

9. FIXED DEpoSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. AWARDS

During the year, your Company received the following awards:

1. "Best Thermal Power Generation Company Award" at Power Line Awards, 2012 function organized by Power Line Magazine in New Delhi.

2. Best Fuel Efficient Boiler Award-2012, awarded to CPP- 2 at the Award function on 42nd National Safety Day Celebrations 2013.

11. BOARD OF DIRECTORS

1. Composition

The Board comprises of Eight Directors, of which four are Independent Directors with one of them being a Nominee Director.

2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Nirmal Kumar Jain and Mr. Chandan Bhattacharya, retire by rotation and being eligible, offer themselves for reappointment.

3. Changes in the Composition of Directors

- Mr. Sanjay Sagar was appointed as an Additional Director and Whole-time Director designated as Joint Managing Director & Chief Executive Officer with effect from 21st July, 2012. The Company has received a notice in writing from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Sanjay Sagar for the office of Director.

- Mr. Pramod Menon is appointed as an Additional Director and Whole-time Director designated as Director - Finance with effect from 3rd May, 2013. The Company has received a notice in writing from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Pramod Menon for the office of Director.

- Mr. B. Ravindranath was nominated by IDBI Bank Limited as its Nominee Director on the Board of the Company with effect from 30th January, 2013.

- Mr. S. S. Rao had resigned as a Director and ceased to be the Whole-time Director of the Company with effect from the close of 30th April, 2012. The Board placed on record the significant contributions made by Mr. S.S. Rao during his tenure.

- Mr. R. R. Pillai, consequent upon attaining the age of superannuation, ceased to be Director and Director (Technical & Projects) of the Company with effect from the close of 31st January, 2013. The Board placed on record the valuable contributions made by Mr. R. R. Pillai during his long and illustrious career with the Company.

- Mr. T. R. Bajalia, consequent upon withdrawal of his nomination by IDBI Bank Limited, ceased to be Director of the Company with effect from 10th January, 2013. The Board placed on record the significant contributions made by Mr. T. R. Bajalia during his tenure.

4. Board Meetings

The Board met four times during the year on 30th April, 2012, 20th July, 2012, 1st November, 2012 and 23rd January, 2013.

12. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2.That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3.That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4.That the Directors have prepared the annual accounts for the year under review, on a ''going concern'' basis.

14. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has 4 units of 300 MW each operational at Jaigad, Ratnagiri. It is proposed to appoint M/s. Shah Gupta & Co., Chartered Accountants as Branch Auditors for the said plant for the FY 2013-2014. The Shareholders'' approval is therefore sought for the appointment of M/s. Shah Gupta & Co, Chartered Accountants as Branch Auditors of the Plant situated at Jaigad, Ratnagiri for the financial year 2013-2014 and to authorize the Board of Directors to determine the remuneration payable in consultation with them.

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act, 1956, your Company is required to get its cost accounting records audited by a Cost Auditor and had accordingly appointed M/s. S. R. Bhargave & Co., Cost Accountants for this purpose for FY 2012- 2013. The Cost Audit Report for FY 2011-2012 has been filed on 30th January, 2013.

Subject to the approval of the Central Government, your Company has reappointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2013-2014.

15. DISCLOSURES AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Disclosure as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i. Replacement of passing CEP recirculation control valve.

ii. ACW pumps (4 nos) casing internal surface were applied with ceramic type antifriction coat to reduce the frictional losses.

iii. Optimised equipment running hours to achieve gain in auxiliary power consumption.

iv.Optimised ESP ash Compressor operation for energy conservation.

v. Equipment efficiencies were evaluated and optimized on a continuous basis.

Ratnagiri

i. Optimised the coal belt running hours by effective planning of coal consumption.

ii. Arresting of leakages in flue gas and air ducts and optimization of Flue gas O2 %.

iii. Optimization of CT fan and vacuum Pump Operation.

iv.Seawater intake pump running optimization.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Vijayanagar

i. Installed mechanical seals for DM water pumps to reduce friction loss & DM water leakage.

ii. ACW Pumps: Recommissioned with modified impellers thus reducing the power consumption

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Vijayanagar

The energy conservation measures have reduced energy consumption by 63KW/hr.

Ratnagiri

The energy conservation measures have reduced energy consumption by 969 KW/hr and Avg station Aux power reduced to 8.67 % for FY 2012- 2013 from 9.34% of FY 2011-2012.

d) Total energy consumption and energy consumption per unit of production as per Form A in Respect of industries specified in the Schedule thereto: Not Applicable

e) Your Company follows the ash utilisation norms stipulated in environmental clearances issued by the respective State Pollution Control Board / Ministry of Environment and Forests.

B. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form ''B'' is attached as Annexure "A" to this report.

b) The Company has carried out 144 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 20 numbers of logic/structural modifications in plants located at Jaigad, which has resulted in enhanced plant performance.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings of the Company for year under review amounted to Nil. The foreign exchange outflow is as under:

Sr No Particulars Rs. Crore

a) Import of Coal 3,047.32

b) Plant, Machinery and Spares 8.30

c) Furniture and Fixtures 5.01

d) Travelling Expenses 0.76

e) Legal and Professional 2.05

f) Interest and Finance charges 39.42

g) License and Membership Fee 1.25

h) Dividend 5.55

Total 3,109.66

16. EMPLOYEE STOCK OPTION PLANS (ESOP)

In terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to JSWEL Employees Stock Option Plan 2010 and JSWEL Employees Mega Stock Option Scheme 2012 is given in Annexure "B" to the Directors Report.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 ("Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office or Company''s Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

18. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

3rd May, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report and the Audited accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2012 is summarized below:

(Rs. Crore)

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Sales and Other Income 5,130.44 3,981.15 6,265.44 4,427.54

Profit before Interest, 1,328.24 1,641.98 1,594.39 1,697.23

Depreciation, Tax and Exceptional items

Interest and Finance 508.16 341.00 717.24 432.53 Charges

Depreciation 377.22 211.61 503.34 266.80

Exceptional items 151.61 - 161.27 -

Profit before Tax 291.25 1,089.37 212.54 997.90

Provision for Tax 56.61 203.76 41.91 156.15

Profit after Tax before 234.64 885.61 170.63 841.75

Minority interest

Share of Profit / (Loss) of - - 0.58 (0.07) Minority

Profit after Tax 234.64 885.61 170.05 841.82

Add: Profit brought 1,717.85 1,204.43 1,338.12 869.39 forward from previous year

Profit available for 1,952.49 2,090.04 1,508.17 1,711.21 appropriation

Debenture Redemption 139.48 181.57 139.48 181.57 Reserve

Contingency Reserve - - 0.96 0.90

Dividend 82.00 164.01 82.00 164.01

Dividend Distribution Tax 13.30 26.61 13.30 26.61

Balance Carried to Balance 1,717.71 1,717.85 1,272.43 1,338.12 Sheet

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of the Company for fiscal 2012 stood at Rs. 5,130.44 Crore as against Rs. 3,981.15 Crore for fiscal 2011 showing an increase of 29%.

- The EBIDTA (before exceptional items) decreased by 19% from Rs. 1,641.98 Crore in fiscal 2011 to Rs. 1,328.24 Crore in fiscal 2012.

- Profit after Tax declined by 74% from Rs. 885.61 Crore in fiscal 2011 to Rs. 234.64 Crore in fiscal 2012.

- The net worth of the Company increased to Rs. 6,158.72 Crore at the end of fiscal 2012 from Rs. 6,025.39 Crore at the end of fiscal 2011.

- The debt gearing of the Company was at 0.87 times as at the end of fiscal 2012 compared to 0.91 times at the end of fiscal 2011.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2012 stood at Rs. 6,265.44 Crore as against Rs. 4,427.54 Crore for fiscal 2011 showing an increase of 42%.

- The consolidated EBIDTA (before exceptional items) declined from Rs. 1,697.23 Crore in fiscal 2011 to Rs. 1,594.39 Crore in fiscal 2012 showing a decrease of 6%.

- The consolidated Profit after tax has also declined from Rs. 841.82 Crore in fiscal 2011 to Rs. 170.05 Crore in fiscal 2012 showing a decrease of 80%.

- The consolidated Net Worth of the Company has increased from Rs. 5,676.48 Crore at the end of fiscal 2011 to Rs. 5,700.07 Crore in fiscal 2012.

- The consolidated debt gearing of the Company is at 1.75 times as at end of fiscal 2012 compared to 1.70 times in fiscal 2011.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of the Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 0.50/- per share (5%) on 164,00,54,795 Equity Shares of Face Value of Rs.10 each for FY 2011-2012 [Rs. 1/- per share (10%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 95.30 Crore [Rs. 190.62 Crore in previous year].

5. UTILISATION OF IPO PROCEEDS

The Company had come out with an Initial Public Offering (IPO) of Equity Shares aggregating to Rs. 2,700 Crore and the same were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. On 28th December, 2010, the Shareholders of the Company had interalia approved by way of Postal Ballot the utilization of IPO proceeds for the purposes other than that stated in the Prospectus dated 17th December, 2009. The IPO proceeds have been fully utilised as on 31st March, 2012 as under:

6. DIVESTMENT

JSW Energy (Bengal) Limited (JSWEBL)

During the year, your Company divested its entire holding of 74% held in JSW Energy (Bengal) Limited (JSWEBL) (which was incorporated on 8th February, 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and your Company with 26% of shareholding held by JSWBSL and 74% by your Company) to JSWBSL. Thus, JSWEBL ceased to be the subsidiary of the Company.

7. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

a) Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of the Company, is implementing the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 6,865 Crore.

During the year, RWPL commenced commercial operation of its 3rd Unit of 135 MW on 7th November, 2011 and 4th Unit of 135 MW on 4th December, 2011, thereby increasing its installed capacity to 540 MW. Further, Unit 5 also achieved Synchronization on oil on 30th March, 2012. The project is now expected to be fully commissioned in fiscal 2013 in phases.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan on 29th May, 2006 for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan.

In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated on 19th January, 2007 as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa in the district of Barmer for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant. Mining lease of Kapurdi mining block was transferred in favor of BLMCL in October 2011, subsequent to which BLMCL commenced supply of lignite to RWPL. BLMCL is in the process of taking possession of the land for the Jalipa Lignite block. BLMCL has also initiated steps for enhancing the capacity of the Kapurdi Mine to enable it to supply the lignite required for operating all eight units of the Power Plant. BLMCL has incurred Rs. 1,223.46 Crore till 31st March, 2012. RWPL has invested equity of Rs. 9.80 Crore in BLMCL besides providing it unsecured subordinate debt of Rs. 361.63 Crore as at 31st March, 2012.

During the year, pending fixation of the power tariff & transfer price of Lignite and due to non availability of tariff based on imported coal, the Units 1 and 2, which had commenced Commercial operation in November 2009 and October 2010 respectively on imported coal, temporarily suspended production w.e.f. 23rd April, 2011 and 21st April, 2011 respectively. Subsequently, after RERC declared the adhoc interim tariff, Units 1 and 2 re-started operations w.e.f 11th October, 2011 using Lignite as fuel.

RWPL achieved Plant Load Factor (PLF) of 77.72% based on operational period of the plant and has generated 1,641 million units (gross) during the year. Out of the gross generation, RWPL has sold 1,430 million units to Rajasthan Distribution Companies (Discoms) and generated revenues of Rs. 534.59 Crore and loss after tax of Rs. 26.78 Crore on standalone basis and revenues of Rs. 487.36 Crore and loss after tax of Rs. 70.38 Crore on consolidated basis during the FY 2011-2012.

RWPL has incurred Rs. 6,394.38 Crore for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2012. Your Company has invested Rs. 1,726.05 Crore in RWPL (including equity for BLMCL) till 31st March, 2012. Your Company has advanced Rs. 1,139.28 Crore as loan as at 31st March, 2012.

RWPL has received the in-principle consent for the proposed expansion for setting up another 2X135 MW Power Plant at the same location. The cost of this Project was estimated at Rs. 1,350 Crore and was proposed to be financed with a Debt to Equity ratio of 75:25. RWPL has incurred a cost of Rs. 61.25 Crore towards the expansion project and the entire amount has been funded by your Company.

RWPL and BLMCL had filed a tariff petition with RERC and RERC has issued the order interalia determining the adhoc interim tariff for all the four units and lignite transfer price on ad-hoc basis for FY 2012-13.

b) JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of the Company, is engaged in power trading activities with a category "I" license, which is the highest Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India.

During FY 2011-2012, JSWPTC has procured power from the Company and its associates as well as other suppliers. The Company has achieved total trading volume of 8,247.30 MUs as against 6,227.10 MUs during the previous financial year thereby generated total sales turnover of Rs. 3,706.41Crore with Profit after Tax of Rs. 11.60 Crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies in India. It has been one of the active members in various Power Committees for discussing and resolving issues with key regulatory authorities, both at the Central and State level (such as CEA, CERC, Ministry of Power, RLDC's, etc.) on behalf of the industry players. Also JSWPTC represents in the Central Advisory Committee of Honorable CERC.

c) Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), where your company has shareholding of 74% and MSETCL has balance 26% equity for development of Transmission System as an integral part of Intra-state Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC).

JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult terrain.

The 400kV Double Circuit Quad Jaigad - New Koyna Transmission Line of about 55 route km was commissioned on 7th July, 2010 and the 400kV Double Circuit Quad Jaigad - Karad Transmission Line of about 110 route km was commissioned on 2nd December, 2011. With this the entire Transmission Project has become fully operational. The Transmission Project consisting of 400kV Double Circuit Quad Jaigad Ã New Koyna Transmission Line was completed in a record duration of less than 24 months against the Nation benchmark of 39 months and 400kV Double Circuit Quad Jaigad Ã Karad Transmission Line undertaken by JPTL was completed in less than 39 months against Nation benchmark of 40 months.

JPTL has incurred Rs. 546.13 Crore on the Project till 31st March, 2012. Your Company has invested Rs. 101.75 Crore as Equity contribution till 31st March, 2012. JPTL has generated revenues of Rs. 94.28 Crore and Profit after tax of Rs. 30.87 Crore during the FY 2011-2012.

The petition for Annual Revenue Requirement (ARR) for the FY 2010-2011 was approved by Hon'ble MERC on 25th May, 2011. However as MERC had already issued the tariff order for FY 2010-2011 for other transmission companies before approval of ARR of JPTL, the cashflows to JPTL will accrue in the Transmission tariff order for FY 2011-12. The petition for true up of ARR of FY 2010-2011 and petition for approval of ARR for FY 2011-2012 was filed with MERC.

This Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained the availability of Transmission System as high as 98.11% for the FY 2011-12.

d) JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of the Company, was incorporated on 31st August, 2009 for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required for the Project is approximately 795 acres and major acquisition process is completed. Environment clearance has been obtained from Ministry of Environment & Forest. The total Project Cost is estimated at Rs. 6,500 Crore and is proposed to be financed with a debt equity ratio of 75:25. Your Company has invested Rs. 93.20 Crore as Equity contribution till 31st March, 2012.

e) JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 Crore as Equity contribution till 31st March, 2012 and has advanced Rs. 4.78 Crore as a loan as at 31st March, 2012.

OVERSEAS SUBSIDIARIES

f) PT Param Utama Jaya (PTPUJ)

Your Company had acquired controlling interest in FY 2007 in PTPUJ, an Indonesian Company. PTPUJ is rendering management and technical consultancy services to Coal Mining Companies in Indonesia.

g) JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream equity investment of Rs. 30.69 Crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced of Rs. 212.73 Crore as loan as on 31st March, 2012 for acquiring and developing Coal mining assets in South Africa.

Your Company has equity investment of Rs. 35.55 Crore in JEMML and advanced Rs. 202.68 Crore as loan as on 31st March, 2012.

h) JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 30.48 Crore in equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL) and advanced Rs. 212.76 Crore as loan as on 31st March, 2012.

i) JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL):

JSWNRSAL has invested an amount of Rs. 48.12 Crore in Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and has also given an advance of Rs. 6.66 Crore to RBC. Further JSWNRSAL has invested an amount of Rs. 31.52 Crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 128.78 Crore as loan to SACMH & its subsidiaries. JSWNRSAL has invested Rs. 10.47 Crore in Mainsail Trading 55 Proprietary Limited (Mainsail), an wholly owned subsidiary, as on 31st March, 2012.

j) JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.53 Crore as equity in JENRBL, which has been entirely provided for during the year, as the acquisition of CIC Energy Corp did not materialise.

k) South African Coal Mining Holdings Limited (SACMH)

Your Company through JSWNRSAL had acquired 49.80% shareholding of Royal Bafokeng Capital (Proprietary) Limited (RBC), a majority shareholder of SACMH with 54.06% shareholding. JSWNRSAL has acquired an additional 34.79% stake in SACMH under the open offer for acquiring the shares of SACMH.

During the year, your Company through JSWNRSAL has acquired the balance 50.20% stake in RBC, upon exercise of the put option by Royal Bafokeng Ventures Proprietary Limited. It has also acquired through JSWNRSAL the entire share capital of Mainsail Trading 55 Proprietary Limited (Mainsail) upon exercise of the put option by RBH Resources Holdings Proprietary Limited, a subsidiary of Royal Bafokeng Holdings Limited.

Pursuant to the acquisition, the effective shareholding of your Company in SACMH as at 31st March, 2012 stands at 93.27%.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

The Company has availed the exemption from attaching a copy of the Balance Sheet, Profit and Loss Statement, Directors' Report and Auditors' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company. The said exemption is available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any Shareholder at the Company's Registered Office as also at the Corporate Office and the Company will make available these documents and the related detailed information upon request by any Shareholder of the Company or any Shareholder of its subsidiary Companies who may be interested in obtaining the same.

9. NEW PROJECTS, INITIATIVES AND JOINT VENTURES240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) is signed with Himachal Pradesh (HP) Government on 4th March, 2011.

Environment clearance to the project has been accorded by the Ministry of Environment and Forest (MoEF) on 5th July, 2011 after Forest Stage-I clearance for diversion of 61.4083 hectares of Forest Land for implementation of the project on 22nd June, 2011.

Under Section 4 of the Land Acquisition Act, 1894, HP Government has issued Notification on 16th June, 2011 for acquisition of private land required for the implementation of the project and the acquisition process is at an advanced stage.

Reputed construction entities, for the construction of the project have been shortlisted, through International Competitive Bidding (ICB).

The Project is progressing well and your Company has invested Rs. 138 Crore into the Project upto 31st March, 2012.

660 MW Power Plant at Vijayanagar

Your Company proposes to expand the capacity at Vijayanagar by setting up one unit of 660 MW based on super critical technology. Term of Reference (ToR) has been cleared by Expert Appraisal Committee of Ministry of Environment and Forest on 4th April, 2011 and soil investigation has been completed. Further steps have been initiated to obtain necessary consents to set up and operate the Power Plant. The project is now estimated to cost Rs. 3,300 Crore and proposed to be financed with a debt equity ratio of 75:25.

3200 MW Power Plant at Ratnagiri

Your Company is also considering the development of the 3200 (4X800) MW super-critical coal-based power plant at Ratnagiri, Maharashtra. The Environment Clearance for this project is pending on account of the review being undertaken by Western Ghat Expert Ecology Panel constituted by Ministry of Environment and Forests.

Your Company has acquired certain portion of the land and also proposes to acquire/lease further land for this project as may be required / necessary. The estimated project cost is approximately Rs. 15,000 Crore. Your Company has invested approximately Rs. 79 Crore on this project as on 31st March, 2012 primarily towards land acquisition.

1620 MW - Coal based Thermal Power Plant at Jharkhand

Your Company has plans to develop a 1620 MW Power Plant near Baranda, Jharkhand. The Company is still in the process of finalizing the location for the Power Plant and initiating steps to secure the fuel linkage for the proposed power project.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated with a shareholding of 75% by Toshiba Corporation Limited, Japan (Toshiba) and 25% by JSW Group to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba and Toshiba JSW for transferring supercritical turbine manufacturing technology.

Your Company has invested Rs. 64 Crore equivalent to 21.33% of the paid up equity in Toshiba JSW, the Joint Venture Company (JVC) to carry on the business of design, manufacture, marketing and maintenance services of mid to large sized Supercritical Steam Turbines and Generators with JSW Steel Limited holding 3.67% and Toshiba holding 75%. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of power project equipment.

The construction activities of Turbine-Generator Manufacturing Facility have been completed and the Factory near Ennore Port, Chennai was inaugurated on 12th February, 2012 by the Hon'ble Chief Minister of Tamilnadu.

Toshiba JSW has already secured orders from National Thermal Power Corporation for Engineering, Manufacturing and Supply of 2x660 MW and 3x800 MW supercritical Turbine Generator sets. Trial production of different Turbine-Generator components and manufacturing of different types of Turbine Blades are under progress.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfields Limited, a public sector Company holds 60% of the equity. Land acquisition is under progress. Your Company has invested Rs. 7.71 Crore in MJSJ for 11% stake as on 31st March, 2012.

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 Crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

10. CREDIT RATING

CARE has reaffirmed 'CARE AA-' (Double AA minus) rating to the long-term bank facilities of your Company aggregating to Rs. 3,466.61 Crore. Non Convertible Debentures of your Company aggregating to Rs. 1,200 Crore and Rs. 2,400 Crore also are rated 'CARE AA-' (Double AA minus). The rating reaffirmed to the short-term bank facilities of your Company aggregating to Rs. 5,188.50 Crore is 'A1 ' (A One Plus).

11. FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

12. AWARDS

During the year, your Company received the following awards:

1. The Ministry of Power, Government of India has conferred Bronze Shield for 2009-2010 and Silver Shield for 2010-2011 to our Toranagallu Thermal Power Stations (860 MW) in the category of "Performance of Thermal Power Stations" for meritorious performance in the Power Sector.

2. At the World HRD Congress - for HR Team of the year 2012, Global HR Excellence Award 2012 for Organization with Innovative HR Practices, for Institution Building, for HR Leadership, for Leader with HR Orientation and for Young HR Professional of the year.

3. 2nd Prize for Safe Power Boiler Award in SHE Confluence 2012 organized by Karnataka State Safety Institute.

13. BOARD OF DIRECTORS

1. Composition

The Board comprises of Eight Directors, of which four are Independent Directors with one of them being nominee Director.

2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. P. Abraham and Mr. D. J. Balaji Rao, retire by rotation and being eligible, offer themselves for reappointment.

3. Changes in the Composition of Directors

- Mr. Lalit Kumar Gupta resigned as a Director and also ceased to be the Joint Managing Director & Chief Executive Officer of the Company with effect from the close of 30th November, 2011. The Board placed on record the valuable contributions made by Mr. Lalit Kumar Gupta during his tenure.

- Mr. R. R. Pillai was appointed as an Additional Director and Whole-time Director designated as Director (Technical & Projects) with effect from 30th April, 2012. The Company has received a notice in writing from a Member proposing the candidature of Mr. R. R. Pillai for the office of Director.

- Mr. S. S. Rao has resigned as a Director and ceases to be the Whole-time Director of the Company with effect from the close of 30th April, 2012. The Board places on record the significant contributions made by Mr. S. S. Rao during his tenure.

4. Board Meetings

The Board met four times during the year on 28th April, 2011, 21st July, 2011, 9th November, 2011 and 21st January, 2012.

14. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the year under review, on a 'going concern' basis.

16. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act, 1956, your Company is required to get its cost accounting records in respect of each of its financial year commencing from 1st April, 2011 audited by a Cost Auditor and had appointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2011-2012. The Cost Audit Report which is required to be filed within 180 days from the end of FY 2011-2012 is under preparation and will be filed within the prescribed time limit.

Subject to the approval of the Central Government, your Company has reappointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2012-2013.

17. DISCLOSURES AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Disclosure as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i) 3 Nos. 100 KVA & 1 No. 75 KVA lighting transformers winding was modified to reduce the secondary voltage from 255Volts to 208Volts.

ii) 4 Nos. Solar lights installed.

iii) 2 Nos. partially loaded lighting transformers switched off.

iv) Optimised ESP ash Compressor operation for energy conservation.

Ratnagiri

i) Optimised the Instrument air compressor operation for all units.

ii) Interconnection provided for LDO pumps and one pump kept in service.

iii) Equipment efficiencies evaluated and optimised

iv) Optimize the ESP ash conveying cycles to ensure dense phase operation.

v) Energy saver for lighting installed at different locations.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Ratnagiri

Installing mechanical seals for ACW water pumps to reduce friction loss & water leakage.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Vijayanagar

The energy conservation measures have reduced energy consumption by 57KW per hour.

Ratnagiri

The energy conservation measures have reduced energy consumption by 515KW.

d) Total energy consumption and energy consumption per unit of production as per Form A in Respect of industries specified in the Schedule thereto: Not Applicable.

e) Your Company is one of the best in the industry in terms of ash utilisation.

B. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form 'B' is attached as Annexure 'A' to this report.

b) The Company has carried out 29 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 43 numbers of logic/structural modifications in plants located at Jaigad, which has resulted in enhanced plant performance.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 ("Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office / Corporate Office of the Company.

19. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

30th April, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report and the Audited accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rs. in crores)

Particulars Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Sales and Other Income 3,981.15 2,441.03 4,427.54 2,429.26

Profit before Interest, Depreciation 1,642.07 1,356.03 1,697.35 1,287.65 & Tax

Interest and Finance Charges 340.98 262.30 432.53 283.70

Depreciation 211.61 124.32 266.80 136.10

Profit before Tax 1089.48 969.41 998.02 867.85

Provision for Tax 203.87 122.74 156.27 122.36

Profit after Tax before Minority 885.61 846.67 841.75 745.49 interest

Share of Profit / (Loss) of Minority - - (0.07) -

Profit after Tax 885.61 846.67 841.82 745.49

Add: Profit brought forward from 1,204.43 1,228.02 869.39 742.82 previous year

Profit available for appropriation 2,090.04 2,074.69 1,711.21 1,488.31

Debenture Redemption Reserve 181.57 - 181.57 -

Dividend 164.01 123.00 164.01 123.00

Dividend Distribution Tax 26.61 20.43 26.61 20.43

Utilised for Issue of Bonus Shares - 726.83 - 726.83

Balance Carried to Balance Sheet 1,717.85 1,204.43 1,339.02 618.05

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of the Company for fiscal 2011 stood at Rs. 3,981.15 crores as against Rs. 2,441.03 crores for fiscal 2010 showing an increase of 63.09%.

- The EBIDTA increased by 21.09% from Rs. 1,356.03 crores in fiscal 2010 to Rs. 1,642.07 crores in fiscal 2011.

- Profit After Tax witnessed a growth of 4.60% from Rs. 846.67 crores in fiscal 2010 to Rs. 885.61 crores in fiscal 2011.

- The net worth of the Company increased to Rs. 6,025.39 crores at the end of fiscal 2011 from Rs. 5,366.62 crores at the end of fiscal 2010.

- The debt gearing of the Company was at 0.91 times as at the end of fiscal 2011 compared to 0.39 times at the end of fiscal 2010.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2011 stood at Rs. 4,427.54 crores as against Rs. 2,429.26 crores for fiscal 2010 showing an increase of 82.26%

- The consolidated EBIDTA increased from Rs. 1,287.65 crores in fiscal 2010 to Rs. 1,697.35 crores in fiscal 2011 showing an increase of 31.82%.

- The consolidated Profit after tax has also increased from Rs. 745.49 crores in fiscal 2010 to Rs. 841.82 crores in fiscal 2011 showing an increase of 12.92%.

- The consolidated Net Worth of the Company has increased from Rs. 4,780.19 crores at the end of fiscal 2010 to Rs. 5,676.48 crores in fiscal 2011.

- The consolidated debt gearing of the Company is at 1.70 times as at end of fiscal 2011 compared to 1.65 times in fiscal 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of the Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 1 per share (10%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for financial year 2010-11 (Rs. 0.75 per share (7.5%) in previous year), subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 190.62 crores.

6. AMALGAMATION

The Honble High Court of Bombay vide its Order dated 24th September, 2010 approved the Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited (JSWERL), the Companys wholly owned subsidiary, with the Company with effect from the appointed date viz. 1st April, 2010. The Scheme became effective on 2nd November, 2010. In accordance with the Scheme, the assets and liabilities of JSWERL were transferred to and vested with the Company with effect from the appointed date - 1st April, 2010.

7. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

a) Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of the Company, is implementing the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 6,085 crores. During the year, RWPL commenced commercial operation of its Second Unit of 135 MW on 4th October, 2010, thereby increasing the installed capacity to 270 MW. RWPL has achieved Plant Load Factor (PLF) of 53.28% and has generated 938.45 million units (gross) during the year from this project. Out of the gross generation, RWPL has sold 794.95 million units to Rajasthan Distribution Companies (Discoms). The project is expected to be fully commissioned in fiscal 2012 in phases.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan on 29th May, 2006 for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant with associated facilities of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated on 19th January, 2007 as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa in the district of Barmer for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant. BLMCL has acquired land and mine development activity has commenced at Kapurdi block while the land acquisition is being completed for Jalipa block. The transfer of mining lease of Kapurdi Mining Block in favour of BLMCL is under process. The lignite mining is expected to commence in fiscal 2012 for Kapurdi block and in fiscal 2013 for Jalipa block. Fuel Supply Agreement (FSA) has been entered between RWPL and BLMCL on 16th February, 2008 to provide lignite to RWPL by BLMCL for a period of 30 years. BLMCL has incurred a cost of Rs. 799.27 crores till 31st March, 2011. RWPL has invested equity of Rs. 9.80 crores besides providing subordinate unsecured debt of Rs. 311.10 crores.

RWPL also plans to expand capacity by setting up another 2X135 MW Power Plant at the same location for which necessary regulatory consents are awaited. The cost of this Project was estimated at Rs. 1,350 crores and was proposed to be fnanced with a Debt to Equity ratio of 75:25. RWPL has incurred a cost of Rs. 61.25 crores towards the expansion project and the entire amount has been fnanced out of the investment by your Company in RWPL.

RWPL has incurred Rs. 5,088.07 crores for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2011. Your Company has invested Rs. 2,148.73 crores in RWPL (including equity for expansion project & BLMCL) till 31st March, 2011.

RWPL and BLMCL have fled petition with Rajasthan Electricity Regulatory Commission for grant of provisional tariff and transfer price of lignite respectively which will enable the units to operate on the pit-head based Power Plant.

b) JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of the Company, is engaged in power trading activities with a category "I" license, the highest Power Trading license issued by Central Electricity Regulatory Commission to trade in power in India.

During financial year 2010-11, JSWPTC has procured power from the Company and its associates as well as other suppliers. It has traded 6,227.10 MUs as against 3,774.94 MUs during the previous financial year and generated total sales turnover of Rs. 3,095 crores with Profit after Tax of Rs. 10.17 crores. JSWPTC is a member in both the Power Exchanges namely, IEX-India Energy Exchange and PXIL-Power Exchange of India Limited. With the already commissioned Terminals of these Power Exchanges, it has traded 381.28 MUs in financial year 2010-11.

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies and is today amongst the top six power trading Companies in India, by volume. It has been one of the active members of the prestigious Northern Regional Power Committee which is at the forefront of discussing and resolving issues with key regulatory authorities, both at the Central and State level (CEA, CERC, Ministry of Power, etc.) on behalf of the industry players.

c) Jaigad PowerTransco Limited (JPTL)

Your Company entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited [("MSETCL") (74% held by your Company and 26% held by MSETCL)] for development of Transmission System as part of Intra-state transmission system aimed at evacuation of power generated from the Ratnagiri region.

JPTL is one of the few private players to have entered into transmission system under the Public Private Partnership (PPP) model and your Company has demonstrated exceptional capabilities in terms of executing amidst diffcult and challenging environmental terrain.

The Transmission System is being developed by JPTL consisting of 400kV Double Circuit Quad Transmission Lines of about 55 km between Jaigad - New Koyna and of about 111 km between Jaigad to Karad and is being developed at a project cost of Rs. 576 crores. JPTL was granted Transmission License for 25 years from Maharashtra Electricity Regulatory Commission (MERC).

Jaigad-New Koyna transmission line achieved Commercial Operation Date (COD) on 7th July, 2010. This Transmission Line segment is presently evacuating the power generated from power station at Ratnagiri. The second segment of the Transmission Project, 400kV Double Circuit Quad Jaigad Ã

Karad Transmission Line is under advanced stage of construction and is expected to be ready in the frst quarter of financial year 2011-12.

JPTL has incurred Rs. 491 crores on the Project till 31st March, 2011. Your Company has invested Rs. 106.90 crores as Equity contribution (including share application money) till 31st March 2011.

d) JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of the Company, was incorporated on 31st August, 2009 for setting up a 1,320 MW power plant at Raigarh, Raipur District, Chhattisgarh based on coal. Total land required for the Project is approximately 795 acres and acquisition process is in progress. Public Hearing was successfully done on 7th August, 2010 and fnal clearance from Ministry of Environment and Forests is awaited. The total Project Cost is estimated at Rs. 6,500 crores and is proposed to be fnanced with a debt equity ratio of 75:25. Your Company has invested Rs. 54.04 crores as Equity contribution (including share application money) till 31st March, 2011.

e) JSW Energy (Bengal) Limited (JSWEBL)

JSWEBL was incorporated on 8th February, 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and your Company with 26% of share holding held by JSWBSL and 74% by your Company. JSWEBL proposes to set up a 300 MW power plant in the 1st phase and 1,320 MW captive power plant in the subsequent phases to meet the power requirement of JSWBSLs projects as a Captive Power Plant (CPP). A part of the surplus power is proposed to be sold to West Bengal State Electricity and Distribution Company Limited (WBSEDCL) for which JSWEBL has entered in to a Power Purchase Agreement with WBSEDCL on 29th December, 2010 subject to the approval of West Bengal Electricity Regulatory Commission and balance power is proposed to be sold on merchant basis.

JSWEBL has entered into long-term Coal Supply Agreement in March 2010 with West Bengal Mineral Development Corporation Limited (WBMDCL) for supply of coal from the Ichhapur coal block.

Your Company has invested Rs. 56.49 crores as Equity contribution (including share application money) till 31st March, 2011.

f) JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 crores as Equity contribution till 31st March, 2011.

OVERSEAS SUBSIDIARIES

g) PT Param Utama Jaya (PTPUJ)

The Company had acquired controlling interest in financial year 2007 in PTPUJ, an Indonesian Company. The Company is actively evaluating the opportunities to acquire Coal mining assets in Indonesia besides rendering services.

h) JSW Energy Minerals Mauritius Limited (JSWEMML)

JSWEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of your Company for achieving the

objective of overseas acquisition of coal assets. It has made downstream equity investment of Rs. 26.79 Crores in JSW Energy Natural Resources Mauritius Limited (JSWENRML) and advance of Rs. 124 crores as loan as on 31st March, 2011 for acquiring and developing Coal mining assets in South Africa.

Your Company has made equity investment of Rs. 35.55 crores in JSWEMML and advance of Rs. 115.20 crores as loan as on 31st March, 2011.

i) JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JSWEMML for achieving the objective of overseas acquisition of coal assets. It has made downstream investment of Rs. 26.61 crores in equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL) and advanced Rs. 124.08 crores as loan as on 31st March, 2011.

j) JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)

JSWENRML has acquired 100% shareholding of JSWENRSAL, a South African Company amounting to Rs. 26.61 crores. JSWENRSAL has invested an amount of Rs. 21.91 crores in Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and has given an advance of Rs. 10.45 crores to RBC. Further JSWENRSAL has invested an amount of Rs. 26.99 crores in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 45.73 crores as loan as on 31st March, 2011 and balance amount advanced to SACM Breyton (PTY) Limited, subsidiary of SACMH.

k) JSW Energy Natural Resources (BVI) Limited (JSWENRBL)

JSWENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

The Company has availed the exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company. The said exemption is available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any member/investor at the Companys Registered Offce and at the Corporate Offce and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same.

9. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

Kuther Hydro Project

Your Company is implementing the 240MW (3X80 MW), run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in the district of Chamba, Himachal Pradesh. An Implementation Agreement (IA) is signed with Himachal Pradesh Government on 4th March, 2011.

Central Electricity Authority (CEA) has granted consent for the project on 31st August, 2010 and has approved the estimated project cost at Rs. 1,798.13 crores. The Company intends to fnance the Project with a Debt Equity ratio of 75:25.

In terms of IA, the Company will be required to sell certain quantum of power to the Government of Himachal Pradesh with the balance power being available for sale by way of short-term power purchase agreements through JSWPTC.

The Project is progressing well and your Company has invested Rs. 119.42 crores into the Project upto 31st March, 2011.

660 MW Power Plant at Vijayanagar

Your Company proposes to expand the capacity at Vijayanagar by setting up one unit of 660MW based on super critical technology. Steps have been initiated to obtain necessary consents to set up and operate the Power Plant. Total project cost is estimated at Rs. 3,630 crores and is proposed to be fnanced with a debt equity ratio of 75:25.

3200 MW Power Plant at Ratnagiri

Your Company is also considering the development of the 4 X 800 (3200) MW super-critical coal-based power plant at Ratnagiri, Maharashtra. The Environment Clearance for this project is pending on account of the review being undertaken by Western Ghat Expert Ecology Panel constituted by Ministry of Environment and Forests.

Your Company has acquired certain portion of the land and also proposes to acquire/lease further land for this project as may be required / necessary. The estimated project cost is approximately Rs. 15,000 crores. Your Company has invested Rs. 61 crores on this project as on 31st March, 2011.

1620 MW - Coal based Thermal Power Plant at Jharkhand

Your Company has plans to develop a 1,620 MW Power Plant near Baranda, Jharkhand. The Company is still in the process of fnalizing the location for the Power Plant and initiating steps to secure the fuel linkage for the proposed power project.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated with a shareholding of 75% by Toshiba Corporation Limited, Japan, 20% by your Company and 5% by JSW Steel Limited to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba Corporation, Japan and Toshiba JSW for transferring supercritical turbine manufacturing technology.

The land development, civil work, engineering and procurement of equipment have been completed and Toshiba JSW has achieved 86 % progress on construction of manufacturing facility on land leased from Government of Tamil Nadu near Ennore Port, Chennai. The Blade shop is ready and trial manufacturing of blades have commenced. The manufacturing of complete Steam Turbine Generator is expected to commence from July

2012. The JV with Toshiba is expected to provide the Company with advantage while enhancing its generation capacity in terms of being its preferred client.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Orissa, your Company has participated in the 11% equity of MJSJ, Orissa along with four other partners. The Government of India has decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfelds Limited, a Public sector Company holds 60% of the equity. Land acquisition is currently under progress. Your Company has invested Rs. 4.41 crores in MJSJ for 11% stake as on 31st March, 2011.

Power Exchange of India Limited (PXIL)

Your Company has acquired 3.64% stake by investing Rs. 1.25 crores in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

CIC Energy Corp (CIC)

Your Company has entered into a binding Agreement with CIC, a Company incorporated in the British Virgin Islands and listed on the Toronto and Botswana Stock Exchanges and having Coal reserves of 2.7 billion tons in Botswana, to acquire all of the shares of CIC at a price of CAD 7.42 per share, amounting to a total consideration of approximately CAD 422 million. The acquisition is to be effected by a subsidiary of the Company which is subject to regulatory approvals and completion of confrmatory due diligence while CIC has to comply with certain conditions precedent to the offer.

Acquisition of South African Coal Mining Holdings Limited (SACMH)

Your Company through JSWENRSAL has acquired 49.80% shareholding of Royal Bafokeng Capital (Proprietary) Limited (RBC), a majority shareholder of SACMH with 58.47% shareholding.

JSWENRSAL has acquired an additional 30.37% stake in SACMH under the open offer for acquiring the shares of SACMH. Thus, your Company now has an aggregate holding of 59.49% in SACMH as on 31st March, 2011.

10. CREDIT RATING

CARE has assigned CARE AA- (Double AA minus) rating to the long-term bank facilities of your Company, aggregating to Rs. 1,386.01 crores. Non Convertible Debentures of your Company aggregating to Rs. 1,200 crores and Rs. 2,400 crores also have rating CARE AA- (Double AA minus). The rating assigned to the short- term bank facilities of your Company, aggregating to Rs. 1,151 crores is PR 1+ (PR One Plus). The rating assigned to the Non Convertible Debentures of your Company aggregating to Rs. 100 crores is PR 1+ (PR One Plus).

11. FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

12. AWARDS

Your Company was awarded the NDTV Profit Business Leadership Awards 2010 under the Power Industry vertical.

13. BOARD OF DIRECTORS

1. Composition

The Board comprises of Eight Directors, of which four are Independent Directors with one of them being nominee Director.

2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. S. S. Rao and Mr. Chandan Bhattacharya, retire by rotation and being eligible, offer themselves for reappointment.

3. Changes in the Composition of Directors

- Mr. Lalit Kumar Gupta was appointed as an Additional Director and as a Whole-time Director designated as Joint Managing Director & Chief Executive Offcer w.e.f. 1st June, 2010.

- With effect from 1st June, 2010, Mr. S.S. Rao ceased to be Joint Managing Director and Chief Executive Offcer but continues as a Whole-time Director. Your Company has appointed Mr. S. S. Rao afresh as Whole-time Director w.e.f 1st July, 2010 for a period of 5 years.

- Mr. J.K. Tandon resigned as Director with effect from 1st June, 2010. The Board placed on record its appreciation for the valuable contribution made by Mr. J.K. Tandon during his tenure with the Company.

4. Board Meetings

The Board met ten times during the year.

14. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, M/s. LODHA & CO., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confrmed:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

3. That the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts for the year under review, on a going concern basis.

16. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

17. ENERGY CONSERVATION

a) Measures taken for conservation of energy:

i) Optimised the Instrument air compressor operation for all units.

ii) Stopped ash water booster pump, Chlorination booster pump and side stream filter back wash pump by providing bypass.

iii) ACW pump casing grid blasting and glide coating done.

iv) Optimize the ESP ash conveying cycles to ensure dense phase operation.

v) Energy saver for lighting installed at different locations.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Installing mechanical seals for DM water pumps to reduce friction loss & water leakage.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: The energy conservation measures have reduced energy consumption by 468KWh.

d) Total energy consumption and energy consumption per unit of production as per Form A in Respect of industries specifed in the Schedule thereto: Not Applicable.

e) Your Company follows the ash utilisation norms stipulated in environmental clearances issued by the respective State Pollution Control Board / Ministry of Environment and Forests.

18. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form B is attached as Annexure A to this report.

b) The Company has carried out 41 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance and has achieved remarkable PLF of 95.93%.

20. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 (Act) read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offce / Corporate Offce of the Company.

21. SEARCH AND SEIZURE OPERATIONS BY INCOME-TAX AUTHORITIES

The Income-Tax Authorities carried out a search and seizure operations at certain locations of the Company and some of its Subsidiary Companies in March 2011. The Company co-operated with the authorities and various statements were recorded during the course of these operations. The Company informed the stock exchanges about the search and seizure operations by the Income-Tax Authorities.

The Company has not received any communication from the Income-Tax Authorities till date regarding documents seized during the search proceedings having any potential financial or tax implications on the Company. No notice has been received from the Income-Tax authorities till date. The Income-Tax Authorities are yet to conclude the search and seizure proceedings on the Company.

22. GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP)

Persons constituting "group" as defned under the MRTP for the purpose of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time, include, those given in Annexure B which is attached herewith and forms part of this Annual Report.

23. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 28th April, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report and the Audited accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL RESULTS

The performance of the Company for the fi nancial year ended 31st March 2010 is summarised below:

(Rs. in crores)

Standalone Consolidated

Particulars 2009-10 2008-09 2009-10 2008-09

Sales and Other Income 2,441.03 1,593.98 2,429.26 1,852.16

Profit before Depreciation 1,093.73 726.81 1,003.95 428.05 & Tax

Depreciation 124.32 59.63 136.10 60.21

Profi t before Tax 969.41 667.18 867.85 367.84

Provision for Tax 122.74 89.10 122.36 91.15

Profi t after Tax 846.67 578.08 745.49 276.69

Add: Profit brought forward 1,228.02 649.94 742.82 466.13 from previous year

Profit available for 2,074.69 1,228.02 1,488.31 742.82 appropriation

Dividend 123.00 - 123.00 -

Dividend Distribution Tax 20.43 - 20.43 -

Balance Carried to Balance 1,931.26 1,228.02 1,344.88 742.82 Sheet

2. RESULTS OF OPERATIONS

Standalone

During the year, the Company commenced commercial operations of the 1st unit of 300MW on 1st July 2009 and the 2nd unit of 300MW on 1st September 2009 at Vijayanagar, apart from operating the existing 260 MW units, thus taking the installed capacity of the Company to 860 MW at Vijayanagar.

The Company has achieved Plant Load Factor (PLF) of 100.03% as against 97.88 % in the previous year for its 260MW power plants and 89.97% for its 600MW power plants commissioned during the year resulting in aggregate generation of 5,426 million units as against 2,229 million units in the previous year.

The average sales realisation from sale of power during the year declined to Rs. 4.44 per unit compared to Rs.6.00 per unit during the previous year. The decrease is primarily due to lower tariff realisation on sale of merchant power.

Besides the revenue from sale of Power, the Company has received the Project Management revenue of Rs.120.83 crores for power plants being set-up by JSW Energy (Ratnagiri) Limited (JSWERL) and Raj WestPower Limited (RWPL).

The income from operations during the year was Rs. 2,372.87 crores, which is an increase of 49.14 % over Rs. 1,591.04 crores achieved in the previous year.

The Company has achieved a net profi t of Rs. 846.67 crores for the year ended 31st March 2010 as compared to Rs. 578.08 crores in the previous year.

Consolidated

The consolidated total revenues of the Company for fi scal 2010 stood at Rs. 2,429.26 crores as against Rs. 1,852.16 crores for fiscal 2009 showing an increase of 31.16%. The consolidated EBIDTA increased from Rs. 548.99 crores in fiscal 2009 to Rs. 1,293.09 crores in fi scal 2010 showing an increase of 135.54%.

The Profi t after Tax also witnessed a quantum growth of 169.43% from Rs. 276.69 crores in fi scal 2009 to Rs. 745.49 crores in fi scal 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of the Company which form part of the annual report have been prepared in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 0.75 per share (7.5%) on the 164,00,54,795 Equity Shares of Rs.10 each for fi nancial year 2009-10, subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Corporate Tax on dividend, the total outfl ow on account of Equity dividend will be Rs. 143.43 crores.

5. CHANGES IN THE CAPITAL STRUCTURE

5.1 Increase in Authorised Capital

During the year, the Authorised Capital of Company was increased from Rs.1,501 crores to Rs.5,000 crores divided into 500,00,00,000 Equity Shares of Rs.10 each .

5.2 Bonus Issue

The Company had, on 28th July 2009, allotted 81,98,56,914 Equity Shares towards Bonus issue in the ratio of 3 fully paid up Equity Shares of Rs.10 each for every 2 fully paid up Equity Shares held in the Company as on the record date fi xed for the purpose. Consequently, the paid-up capital of Company increased from Rs.546.57 crores to Rs.1,366.42 crores.

5.3 Pre IPO Placement

The Company had on 16th November 2009 allotted 63,00,000 Equity Shares of Rs.10 each at a premium of Rs.90 per Share to the Trustees of JSW Group Welfare Trust. The benefi ciaries of the said Trust are the employees of the Companies constituting the JSW Group and business associates of the JSW Group as may be determined by the Trustees from time to time. Thus, the paid-up capital of the Company increased to Rs.1,372.72 crores.

5.4 Initial Public Offering (IPO)

The Company, with a view to raising funds interalia for fi nancing construction and development of Identifi ed projects, came out with an Initial Public Offering of Equity Shares aggregating Rs.2,700 crores. The said issue, which was made after receiving clearance from the Securities and Exchange Board of India and from the Registrar of Companies, Mumbai, opened on 7th December 2009 and closed on 9th December 2009. The issue was oversubscribed by about 1.56 times. The allotment under the IPO was made as under:

Price at which No. of Shares Category of Investors allotted (incl. of Rs.10 each Premium) (Rs.)

Anchor 4,22,60,820 110

Other Qualifi ed 19,26,18,684 100 Institutional Bidders(QIB)

Retail 3,10,53,720 95

Non Institutional 13,93,380 100

Total 26,73,26,604 -

Consequent to the allotment of 26,73,26,604 Shares in the IPO as above, the paid-up capital of the Company has increased to Rs.1,640.05 crores divided into 164,00,54,795 Equity Shares of Rs.10 each. Post allotment, the Company had approximately 89,000 Shareholders.

The Equity shares, offered through this IPO, are listed at the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and are traded from January 4, 2010.

6. USAGE OF IPO PROCEEDS

Out of the total IPO proceeds of Rs.2,700 crores, an amount of Rs.1,431.79 crores was utilised as at 31st March 2010 as shown below:

Amount in Rs. crores

To be Utilisation Financed Particulars upto 31st through Issue March 2010 Proceeds

Identifi ed project as per Object of the Issue

JSW Energy (Ratnagiri) Ltd 418.93 412.50

Raj WestPower Ltd.(Phase-I) 287.66 287.50

Raj WestPower Ltd.(Phase-II) 275.74 -

Kutehr Hydro Electrical Project 822.84 1.24

Jaigad PowerTransco Ltd. 49.60 -

Barmer Lignite Mining Company Ltd. 287.76 223.00

Repayment of Corporate Debt 470.00 470.00

Share Issue Expenses 75.98 37.55

General Corporate Purpose 11.49 -

Total amount Utilised as per the Object of the Issue 1,431.79

Break up of unutilised amount

Investment in Mutual Fund - 738.00

Bank Fixed Deposit - 469.00

Utilisation for reduction of overdraft - 57.00

Bank Balance - 4.21

Total Temporary Investments - 1,268.21

2,700.00 2,700.00

7. SUBSIDIARIES

The details of the subsidiary Companies are as follows:

Indian Subsidiaries

7.1 JSW Energy (Ratnagiri) Limited (JSWERL)

JSWERL, a Wholly Owned Subsidiary Company is implementing 4X300 MW imported coal based Power Plant at Jaigad District in Ratnagiri, Maharashtra at a total cost of Rs.4,500 crores. JSWERL had achieved fi nancial closure for the project. JSWERL has incurred Rs.4,021 crores for the project as on 31st March 2010. Your Company has invested Rs.1,119 crores till 31st March 2010 towards Equity investment. The commissioning activity for the fi rst unit of 300 MW is underway pursuant to charging of the power evacuation line connecting Jaigad to New Koyna. All the other 3 units are expected to be commissioned in the gap of one to three months of each other with the entire plant to be fully commissioned in fi scal 2011.

7.2 Raj WestPower Limited (RWPL)

RWPL, another Wholly Owned Subsidiary Company is implementing 1080 MW (8X135 MW each) lignite based Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total cost of Rs.5,000 crores. Financial closure for the project has been achieved. The 1st unit of 135 MW commenced Commercial operation in November 2009. The Company has achieved Plant Load Factor (PLF) of 45.87 % and achieved gross generation of 185.86 million units during the year. The entire Project is expected to be commissioned by fi scal 2011. RWPL has incurred cost of Rs.4,933 crores for the project as on 31st March 2010. Your Company has invested Rs.1,626 crores (including for Expansion & Mining Project) as Equity contribution till 31st March 2010.

A Fuel Supply Agreement has been entered into with Barmer Lignite Mining Company Limited (BLMCL), the Joint Venture Company formed with Rajasthan State Mines and Minerals Limited, for supply of lignite for 30 years. BLMCL has completed the land acquisition process for the Kapurdi mine and the same is in progress for the Jalipa mine. BLMCL has appointed South West Mining Limited as the Mining Development Operator for lignite extraction from the Kapurdi and Jalipa mines. In the interim period, RWPL has primarily been using imported coal to operate its fi rst unit which achieved commercial operations in November 2009. The Ministry of Coal has sanctioned tapering coal linkage for 50% of coal requirements and the balance requirements will be met either through imported coal or through lignite mines for period of 2 years.

RWPL also has plans to expand capacity by 270MW by setting up 2 units of 135 MW each at the same location for which necessary regulatory consents are awaited. The cost of this Project is estimated at Rs.1,350 crores.

7.3 JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a Wholly Owned Subsidiary Company, is engaged in power trading activities and has a ÃIÃ category license, the highest Power Trading license category to trade in power in India.

During FY 2009-10, JSWPTC has procured power from the Company and its associates. It has, during the year, traded 3,774.94 MUs against 2,052.75 MUs during the previous year, and made total sales turnover of Rs.1,852 crores with a Profi t After Tax of Rs.2.65 crores.

JSWPTC is one of the top fi ve power trading companies in India, by volume and has continuously stepped upwards to position itself amongst top Power Trading Companies during the year ended 31st March 2010. During the F.Y. 2009-10, the JSWPTC was also nominated as power trading member of Northern Regional Power Committee.

During the year, your Company had subscribed to 70,00,000, 10% Non-Cumulative Redeemable Preference shares of Rs.10 each aggregating to Rs.7 crores issued by JSWPTC.

7.4 Jaigad PowerTransco Limited (JPTL)

Your Company had entered into Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL) for transmission system / network. JPTL is 74:26 Joint Venture between the Company and MSETCL.

JPTL is implementing two transmission lines from Jaigad to New Koyna and Jaigad to Karad for evacuation of power from JSWERLÃs 1200MW power plant at Jaigad at a total project cost of Rs.580 crores. JPTL has been granted Transmission License from Maharashtra Electricity Regulatory Commission (MERC). Financial closure for the Project has been achieved.

Jaigad Ã New Koyna transmission line was charged successfully during April 2010 from the New Koyna end and the transmission line is transmitting the startup power required for commissioning activities of 1st unit of 300MW of 1200MW JSWERL Power Project through Phase I since April 2010 onwards.

JPTL has incurred Rs.401.04 crores on the Project till 31st March 2010. Your Company has invested Rs.43.31 crores as Equity contribution till 31st March 2010.

7.5 JSW Energy (R aigarh) Limited (JERL)

JSW Energy (Raigarh) Limited was incorporated on 31st August 2009 for setting up a 1320 MW power plant at Raigarh, Raipur District, Chattisgarh, based on domestic coal. The total Project Cost is estimated at Rs.6,500 crores and is proposed to be fi nanced with a debt equity ratio of approximately 75:25. Land acquisition for the project is in progress. Your Company has invested Rs.19.49 crores as Equity contribution till 31st March 2010.

7.6 JSW Energy (Bengal) Limited (JSWEBL)

JSW Energy (Bengal) Limited was incorporated on 8th February 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and Company. The power plant will be set up at Salboni where an integrated steel plant is being set up by JSWBSL.

JSWBSL has 26% shareholding in JSWEBL entitling them to 51% of the power to be generated by JSWEBL as a captive consumer, with the remaining 74% shares being held by the Company. The power plant is proposed to be set up as 2 units of 800 MWs each with an investment of about Rs.7,680 crores for the Power Plant and about Rs. 2,000 crores for mines. The total investment is expected to be about Rs.9,680 crores.

The Project Cost is proposed to be funded on a debt equity ratio of 3:1. The total Equity and debt is expected to be Rs.2,420 crores and Rs.7,260 crores respectively. The expected date for completion is 31st March 2014 for the fi rst unit and 30th September 2014 for the second unit.

To the extent of 51% of power generated, the SPV will sell power to JSWBSL and West Bengal State Electricity Distribution Company Limited. Balance 49% is proposed to be sold on merchant basis.

JSWEBL has entered into sole and exclusive long term Coal Supply Agreement with West Bengal Mineral Development Corporation Limited (WBMDTC) on 31st March 2010 for supply of thermal coal from Ichhapur mine to its proposed power plant.

Overseas Subsidiaries

7.7 PT Param Utama Jaya (PTPU)

The Company had acquired controlling interest in FY 2007 in PT Param Utama Jaya (PTPU), an Indonesian Company. PTPU is allowed to carry on the business related to consultancy related services. It has earned revenues of Rs.2.25 crores in fi scal 2010 and made a net loss of Rs.0.06 crores.

7.8 JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April 2010 in Mauritius as Wholly Owned Subsidiary of your company for achieving the objective of overseas acquisition of coal assets.

7.9 JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was also incorporated on 19th April 2010 in Mauritius as a Wholly Owned Subsidiary of JEMML for facilitating the objective of overseas acquisition of coal assets

7.10 JSW Energy Natural Resources South Africa (JENRSA)

JENRML had acquired the entire shareholding of Chlorospan (Pty) Limited, a South African Company in April 2010 which has become subsidiary to JENRML. The name of the Company has been subsequently changed to JSW Energy Natural Resources South Africa (JENRSA).

JENRSA has acquired 49.80% stake in Royal Bafokeng Capital (Proprietary) Limited (RBC) from Strider Holding (Proprietary) Limited and has option to acquire balance 50.20% stake from Royal Bafokeng Ventures Proprietary Limited. In addition, JENRSA has option to acquire entire 100% stake from RBH Resources (Proprietary) Limited in Mainsail Trading 55 (Proprietary) Limited (Mainsail). RBC and Mainsail together hold majority stake in South African Coal Mining Holdings Limited which has certain coal concessions in South Africa.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

As per Section 212 of the Companies Act, 1956, the Company is required to attach the DirectorsÃ Report, Balance Sheet, and Profi t and Loss account of our subsidiaries. The Company had applied to the Central Government of India for an exemption from such attachment as the Company presents the audited consolidated fi nancial statements in the Annual Report. The Central Government has granted the Company exemption from complying with Section 212 of the Companies Act, 1956. Accordingly, this Annual Report does not contain the fi nancial statements of these subsidiaries. A gist of the fi nancial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any member / investor at the CompanyÃs Registered Offi ce and the Corporate Offi ce and also at Registered offi ce of the subsidiary Companies concerned. The Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same. The Company shall furnish to any shareholder on demand the hard copy of details of accounts of subsidiaries.

9. NEW PROJECTS, INITIATIVES & JOINT VENTURES

9.1 Kuther Hydro Project

Your Company is implementing a 240MW (3X80 MW), run of the river Hydro Electric Project on the upper reaches of river Ravi in the district of Chamba, Himachal Pradesh. A Pre-Implementation Agreement is signed with Himachal Pradesh Government subsequent to part payment of upfront premium of about Rs.68 crores as required in terms of the award.

Detailed Project report has been prepared. Requisite approval from Central Electricity Authority is awaited. The project is scheduled to be commissioned by December 2015. Majority of the power produced is intended for sale on short term basis (after providing the free power to Government of Himachal Pradesh in accordance with the terms of the award). The project cost is estimated at Rs.1,915.20 crores. The Company intends to fi nance the Project cost by way of Equity contribution of Rs.835.20 crores with balance by way of debt of Rs.1,080 crores.

9.2 Toshiba JSW Turbine & Generator Pvt. Ltd. (Toshiba JSW)

Toshiba JSW Turbine & Generator Pvt. Ltd. has been incorporated as Joint Venture Company with a shareholding of 75% by Toshiba Corporation Ltd., Japan, 20% by the Company and 5% by JSW Steel Ltd. to design, manufacture, marketing and maintenance services of mid to large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW.

Land lease agreement has been signed with Government of Tamilnadu for leasing 89 acres land for setting up of manufacturing facility of JV Company near Ennore port, Chennai. Technology transfer agreement has been signed between Toshiba Corporation, Japan and Toshiba JSW Turbine & Generator Pvt. Ltd. for transferring supercritical turbine manufacturing technology. The land development, civil work, engineering and procurement of equipment have commenced. The phased manufacturing of different components of Steam Turbine Generator is expected to commence from early 2011 and entire facility is expected to be fully commissioned by 2014.

The JV with Toshiba is expected to provide advantage in sourcing critical equipments for enhancing the generation capacity besides acting as a catalyst in boosting the power plant equipments manufacturing capacity in the country. Your Company has invested Rs.44 crores towards Equity as at 31st March 2010.

9.3 MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Orissa, your Company agreed to participate in the 11% Equity of newly formed MJSJ Coal Limited, Orissa along with four other partners. The Government of India has decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfi elds Ltd., a Public Sector Company holds 60% of the Equity. Land acquisition is under progress. Your Company has invested Rs.4.41 crores in MJSJ as on 31st March 2010.

9.4 Power Exchange of India Limited (PXIL)

Your Company has acquired 3.64% stake by investing Rs.1.25 crores in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited. This investment is aimed at nurturing a dynamic and matured power exchange platform for effi cient utilization of scarce power resource.

9.5 Acquisition of South African Coal Mining Holding Limited (SACMH)

RBC & Mainsail collectively hold majority shareholding in South African Coal Mining Holdings Ltd. (SACMH). The acquisition of RBC & Mainsail is expected to enhance the fuel security for the Company with the commissioning of imported coal based power plants.

10. CREDIT RATING

The rating to the long-term bank facilities of your company, aggregating Rs.3,134.66 crores has been upgraded and assigned ÃCARE A+Ã (Single A Plus). This rating is applicable to facilities having tenure of more than one year. Facilities with this rating are considered to offer adequate safety for timely servicing debt obligations and such facilities carry low credit risk.

The rating to the short-term bank facilities of your company, aggregating Rs.1,051.00 crores has been upgraded and assigned ÃPR 1+Ã (PR One Plus). This rating is applicable to facilities having a tenure upto one year. Facilities with this rating indicate strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

11. FIXED DEPOSITS

Your Company has not accepted any fi xed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

12. MEMORANDUM OF UNDERSTANDING (MOU)

Your Company has, from time to time, signed MOUs with State Governments as follows:

MOU Date State Govt. Purpose Location of

12th January Gujarat Establishing 2400 Gujarat 2007 & 2009 MW Power Plant

17th March Madhya Establishing 1320 Madhya 2008 Pradesh MW Power Plant. Pradesh

1st February Chattisgarh Establishing 1100 Chattisgarh 2008 MW Power Project

22nd October, Jharkhand Establishing 2000 Jharkhand 2007 MW Power Project

13. AWARDS / RECOGNITION

a) Your company secured National Award to Power Utilities for Meritorious Performance 2008-09 by Ministry of Power, Government of India for Third consecutive year.

b) Your company also secured fi rst prize in State level for ÃSafety and health innovation project 2009Ã constituted by Karnataka Safety Council, a chapter of National Safety Council, Mumbai.

14. BOARD OF DIRECTORS

14.1. Composition

The Board comprises of Eight Directors, of which four are Independent Directors with one of them being Nominee Director.

14.2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company,

Mr. P.Abraham and Mr. D.J. Balaji Rao, retire by rotation and being eligible, offer themselves for re-appointment.

14.3. Changes in the Composition of Directors

Mr. Prashant R. Deshpande resigned as Director with effect from 5th May 2009. Mr. Shailesh Shah resigned as Director with effect from 21st January 2010. Mr. J. K. Tandon resigns as Director with effect from 1st June 2010. The Board places on record the valuable contributions made by all of them.

Mr. Nirmal Kumar Jain was appointed as an Additional Director and Whole-time Director and designated as ÃVice-ChairmanÃ with effect from 21st January 2010. The Company has received notice in writing from a member proposing the candidature of Mr.Nirmal Kumar Jain for the offi ce of Director.

With effect from 1st June 2010, Mr. S.S. Rao ceases to be Joint Managing Director and Chief Executive Offi cer but will continue as Whole-time Director. Your Company has appointed Mr. Rao afresh as Whole-time Director w.e.f 1st July 2010 for a period of 5 years.

Mr. Lalit Kumar Gupta was appointed as an Additional Director and as Whole-time Director designated as Joint Managing Director & Chief Executive Offi cer w.e.f. 1st June 2010. The Company has received notice in writing from a member proposing the candidature of Mr.Lalit Kumar Gupta for the offi ce of Director.

15. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certifi cate from the Auditors of the Company M/s. Lodha & Co., regarding compliance with the conditions of Corporate Governance is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

16. DIRECTORSÃ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to DirectorsÃ Responsibility Statement, it is hereby confi rmed:

1. that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for the year under review;

3. that the Directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the year under review, on a Ãgoing concernÃ basis.

17. AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

18. ENERGY CONSERVATION AND ENVIRONMENT PROTECTION

Your company was able to achieve heat rate of 2319Kcal/kwh for FY 09-10 against 2321Kcal/kwh in FY 08-09 for 2X130MW units

(SBU-I) at Vijayanagar. The 2X300MW units (SBU-II) at Vijayanagar have achieved commendable heat rate of 2235Kcal/Kwh in fi rst year of operation itself. The plant has carried out 70 and 78 Nos of Logic / Structural modifi cations in SBU-I and SBU-II respectively, which has resulted in enhanced plant performance and achieved remarkable PLF of 100.03% at SBU-I and 89.97% at SBU-II.

19. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form ÃBÃ is attached as Annexure ÃAÃ to this report.

b) Your Company has achieved lesser on burnt carbon in bottom ash at SBU-I with in house devised optimization of controls.

c) Your Company has completed upgrading of Cooling tower gear boxes with better factor of safety to ensure enhanced availability of equipment at SBU-I.

d) Your company has developed expertise in maintenance techniques for online changing of IPCV actuator seals without taking unit shutdown at SBU-I

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings of the Company for year under review amounted to Rs. Nil. The foreign exchange outgo is as under:

FY 2009-10 FY 2008-09 Rs. in crores Rs. in crores

Import of Coal 489.20 13.35

Traveling Expenses 0.27 0.24

Legal & Professional - 27.32

Plant & Machinery & Spares 0.34 960.58

Interest & Finance charges 1.98 -

Total 491.79 1001.49

21. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 (Act) read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the DirectorsÃ Report.

However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offi ce of the Company.

22. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the fi nancial institutions, banks, vendors, customers and shareholders during the year under review. Yours Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 27th May 2010 Chairman & Managing Director

Mar 31, 2009

The Directors take pleasure in presenting the 15th Annual Report and the audited accounts of the Company for the year ended 31st March 2009.

FINANCIAL RESULTS

The performance of the Company for the fnancial year ended 31st March 2009 is summarised below:

(Rs. in crores)

Particulars 2008-09 2007-08

Sales and Other Income 1,593.98 1,604.71

Proft before Depreciation 726.81 1,049.85

& Tax

Depreciation 59.63 58.56

Proft before Tax 667.18 991.29

Provision for Tax 89.10 135.32

Proft after Tax 578.08 855.97

Add: Proft brought forward 649.94 449.88 from previous year

Proft available for 1,228.02 1,305.85 appropriation

Dividend - 102.95

Dividend Distribution Tax - 17.50

Transfer to General Reserve - 85.60

Balance Carried to Balance 1,228.02 1,099.80

Sheet

RESULTS OF OPERATIONS

The Company has achieved Plant Load Factor (PLF) of 97.88% as against 97.67% in the previous year and has generated 2,229 million units as against 2,231 million units in the previous year. Out of the net generation, the Company sold 1,259 million units to JSW Power Trading Co. Ltd. (JSWPTC), 215 million units to JSW Steel Limited and 582 million units to Jindal Praxair Oxygen Company Private Limited. JSWPTC has sold the power mainly to State of Karnataka.

The average sales realisation from sale of power during the year improved to Rs.6.00 per unit compared to Rs.4.48 per unit during the previous year. The increase is primarily due to improved realisation on sale of power through JSWPTC.

Besides the revenue from sale of Power, the Company has received the Project Management revenue of Rs.339.50 crores for power plants being set-up by JSW Energy (Ratnagiri) Limited (JSWERL) and Raj WestPower Limited (RWPL).

The income from operations during the year was Rs.1,591.04 crores, which is an increase of 1.09 % over Rs.1,573.95 crores (including income from sale of CER-Rs.327 crores) achieved in the previous year.

The Company has achieved a net proft of Rs.578.08 crores as compared to Rs. 855.97 crores (which include proft from sale of CER) in the previous year.

Consolidated Financial Statements

The Audited Standalone and Consolidated Financial Statements of the Company which form part of the annual report have been prepared in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and the Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures.

DIVIDEND

To conserve the resources of the Company for fnancing the Projects undertaken by the Company, it is not proposed to declare any dividend for the year.

SCHEME OF AMALGAMATION AND CHANGES IN THE CAPITAL STRUCTURE

During the year, HonÃble High Court of Judicature of Bombay vide order dated 10th October 2008 had sanctioned the Scheme of Amalgamation of JSW PowerTransco Limited (JSWPTL) and JSW Energy (Vijayanagar) Limited (JSWEVL) with the Company. The Scheme became effective on 11th December 2008, the Appointed Date of Scheme being 1st April 2008. Accordingly, JSWPTL and JSWEVL are merged with the Company and in terms of the scheme, the business along with all assets and liabilities of erstwhile JSWEVL and erstwhile JSWPTL stood transferred and vested with the Company as on the Appointed Date viz. 1st April 2008 and the Authorised Capital of Company has increased from Rs.1000 crores to Rs.1501 crores. The Company has on 17th December 2008, allotted 31,816,044 Equity Shares to the eligible shareholders of JSWEVL (with shareholding of the Company in JSWEVL and JSWPTL being cancelled) in ratio of 258 Equity Shares of Rs.10 each for every 1000 Equity Shares of Rs.10 each held in the JSWEVL as on record date. Consequently, the paid-up capital of Company has increased to Rs.5,465,712,770.

FINANCING

Towards meeting its funding requirements, the Company had fled Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India for Initial Public Offering of 63,225,000 Equity Shares of Rs.10 each. The Company had withdrawn the DRHP on 28th July 2008 considering that the market was not conducive for capital raising through IPO route.

SUBSIDIARIES

The details of the subsidiary Companies are as follows:

1. JSW Energy (ratnagiri) Limited (JSWErL)

JSWERL, a Wholly Owned Subsidiary Company is implementing 4X300 MW imported coal based Power Plant at Jaigad District in Ratnagiri, Maharahstra at a total cost of Rs. 4,500 crores. Your Company has invested Rs. 588 crores (Rupees Five Hundred Eighty Eight Crores) till 31st March 2009 towards Equity investment. JSWERL has achieved fnancial closure for entire amount of debt required in the month of August 2007. JSWERL has incurred Rs.2,018.76 crores for the project as on 31st March 2009. The frst unit is expected to be commissioned in Fourth quarter of FY 2009-10 and subsequent units with a gap of 3 months.

During the year JSWERL has tied up for supply of 600 MW of power to be generated from the project.

2. raj WestPower Limited (rWPL)

RWPL, a Wholly Owned Subsidiary Company is implementing 8X135 MW lignite based Power Plant in Kapurdi and Jalipa, Barmer District, Rajasthan at a total cost of Rs. 5,000 crores. Your Company has invested Rs.1069.00 crores as Equity contribution till 31st March 2009. Financial closure for entire debt requirement is achieved in October 2007. First unit synchronization is scheduled for first quarter of FY 2009-10 and subsequent units synchronization are scheduled with a gap of 2 months. RWPL has incurred Rs. 4,192.72 crores for the project as on 31st March 2009.

RWPL also has plans to expand capacity by setting up 2X135 MW Power Plant at the same location for which necessary regulatory consents are awaited. The cost of the Project is estimated at Rs.1,350 crores and sanction for debt amount have been received.

3. JSW Power trading Company Limited (JSWPtC)

JSWPTCL, a Wholly Owned Subsidiary of Company is engaged in power trading activities and has a ÃFÃ category license (recently termed as revised ÃCategory IÃ by CERC), the highest license category, to trade in power in India.

During FY 2008-09, JSWPTC has procured power from the Company as well from market and it has traded 2052.75 MUs against 1478.58 MUs during

the previous year and made total sales turnover of Rs. 1467.78 crores with a Profit After Tax of Rs. 3.14 Crores. JSWPTCL also got membership and commissioned Terminals of both Power Exchanges (IEX-India Energy Exchange and PXIL-Power Exchange of India Ltd) and traded 55 MUs on them.

Also JSWPTCL is one of the top six power trading companies in India, by volume, for and during the year ended 31st March 2009.

During the year your Company has subscribed to 12,50,00,000 10% Non-Cumulative Redeemable Preference shares of Rs.10 each aggregating to Rs.125,00,00,000.

4. Jaigad Powertransco Limited (JPtL)

During the year, your Company acquired entire shareholding of JPTL from JSW PowerTransco Limited, the erstwhile wholly owned subsidiary of the Company which merged with the Company during the year. Subsequent to acquisition of shares, on 5th August 2008 your Company entered into Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL). MSETCL has invested in JPTL to the extent of 26% and with effect from 19th September 2008, JPTL became 74:26 Joint Venture between the Company and MSETCL.

JPTL is implementing two transmission lines from Jaigad-New Koyna and Jaigad-Karad for evacuation of power from JSWERLÃs 1200MW power plant at Jaigad at a total project cost of Rs. 580 crores. Financial tie up for the Project has been achieved.

During the year, EPC contract has been awarded. JPTL has been granted Transmission License from Maharashtra Electricity Regulatory Commission (MERC).

JPTL has incurred Rs.210.94 crores on the Project till 31.3.2009. Your Company has invested Rs. 57.70 crores as equity contribution till 31st March 2009.

5. Pt Param Utama Jaya (PtPU)

The Company had acquired controlling interest in FY 2007 in PT Param Utama Jaya (PTPU), an Indonesian Company.

EXEmPtiOn U/S 212 FOr SUBSidiAriES

On an application made by the Company under Section 212(8) of the Companies Act, the Central Government, vide letter dated 16th March 2009, exempted the Company from attaching a copy of the Balance Sheet, Proft and Loss Account, DirectorsÃ Report and AuditorsÃ Report of the subsidiary companies and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the fnancial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any investor of the Company or any investor of its subsidiary companies who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the CompanyÃs Registered Offce and that of the subsidiary company concerned.

NEW PROJECTS, INTIATIVES & JOint VENTURES

2X300 mW Power Project of JSW (Vijayanagar) Limited (JSWEVL) JSWERL, implementing 2X300 MW imported coal based Power Plant in Vijayanagar, Karnataka, at a total cost of Rs.1,860 crores got merged with the Company during the year. The construction of erstwhile JSWEVLÃs Power Plant is in advanced stage and the commercial operation date (COD) for the frst unit is expected in frst quarter of FY 2009-10 and COD of second unit is expected during second quarter of FY 2009-10.

Kuther Hydro Project

Your Company has been awarded 260MW Hydro Electric Project at Kuther, Himachal Pradesh. A Pre-Implementation Agreement is signed with Himachal Pradesh Government subsequent to part payment of upfront premium in terms of the award.

It is run of the river project located in District Chamba of Himachal Pradesh on river Ravi. Consultants have been appointed for preparation of detailed Project report and for conducting Environment Impact assessment.

toshiba JSW turbine & generator Pvt. Ltd. (toshiba)

Pursuant to the Joint Venture (JV) Agreement with Toshiba Corporation, Japan to manufacture and market super critical steam turbines and generators for thermal power plants in India, on 2nd September 2008, Toshiba JSW Turbine & Generator Pvt. Ltd. was incorporated with its registered offce in Chennai. Your Company has invested Rs.44,00,00,000 in the JV as on 31st March 2009. The JV with Toshiba is expected to provide Company with advantage while enhancing its generation capacity.

MJSJ COAL LIMITED (MJSJ)

The Company has been allocated Thermal Coal Block in Utkal in Orissa with a share of 11% to meet the captive requirements. Pursuant to the signing of Joint Venture Agreement on 13th October 2008, MJSJ Coal Limited was incorporated to develop the Thermal Coal Block at Utkal at Orissa. Your Company has invested Rs. 0.56 crore in MJSJ for 11% stake as on 31st March 2009.

Power Exchange of india Limited (PXiL)

Your Company is set to acquire 5% stake by investing upto Rs. 1 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Ltd. (NSE) & National Commodities & Derivatives Exchange Ltd. (NCDEX).

JSW Energy Centre of Excellence (JSWECE)

During the year, JSW Energy Centre of Excellence (JSWECE) has been established by Company, with the objective of training engineers in the entire gamut of Operation and Maintenance of thermal power plants, thereby providing skilled and competent man power to meet the ever growing demand for skilled engineers by Power Sector in the Country.

This Centre aims to serve as an advanced research and knowledge centre for development of Indian Power Sector. JSWECE has been recognised by the Central Electricity Authority (CEA) for imparting advanced power plant training in line with the power sector requirements.

JSWECE will also offer advanced simulator training programs to other power generating Companies. The Centre has already trained over 100 engineers in the frst year of its operation.

MEMORANDUM OF UNDERSTANDING (MOU)

The Company has on 12th January 2009 entered into Memorandum of Understanding (MOU) with the Government of Gujarat, which is in addition to the MOU signed with them on 12th January 2007. As per the MOUÃs signed, the Company has expressed intention to establish 2400 MW Coal based Power Plant in the State of Gujarat.

The Company has also signed MOUÃs with other Governments such as the following:

MOU date State of Purpose Location

17th March 2008 Madhya Pradesh Establishing 1320 MW Power Plant. Madhya Pradesh

1st February 2008 Chattisgarh Establishing 1100 MW Power Project Chattisgarh

22nd October 2007 Jharkhand Establishing 2000 MW Power Project Jharkhand

b) Your Company was able to achieve fy ash utilization of 116.31% for FY 2008-09 by having a tie up with Cement manufacturer and encouraged local brick manufacturers to use fy ash as a raw material.

TECHNOLOGY ABSORPTIOn AND INNOVATION

Various innovative measures were adopted to streamline the operations and improve reliability. Key amongst these are:

a) Your Company has upgraded Generator Relay panel (GRP) in both the units and it is replaced with ABB make Numerical relays to ensure better monitoring, quicker isolation and to avoid false tripping of units by utilizing latest technology.

b) Your Company has installed energy savers in plant lighting circuit results in saving of 12%.

c) Your Company has upgraded Cooling tower gear boxes with better factor of safety one to ensure enhanced availability of equipments.

d) Coal dust fring in Mill 1C is commissioned as a back up for mill.

CORPORATE SOCIAL RESPONSIBILIty

Your Company carries on social welfare activities through a trust namely, ÃJSW FoundationÃ.

FOREIgn EXCHANGE EARNINGS And OUTGO

The Foreign Exchange earnings of the Company for year under review amounted to Rs. Nil. The foreign exchange outfow is as under:

rs. in crores

(a) Import of Coal 13.35

(b) Travelling Expenses 0.24

(c) Legal & Professional 27.32

(d) Plant & Machinery & Spares 960.58

total 1,001.49

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure A to the DirectorsÃ Report.

ACKNOWLDGEMENTS

The Directors thank the CompanyÃs customers, vendors, investors, business associates and bankers for the support to the Company.

The Directors also thank the Government of India, the concerned State Governments and all concerned statutory and regulatory authorities.

The Directors appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 4th May 2009 Chairman & Managing Director

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