Directors Report of JSW Steel Ltd.

Mar 31, 2025

The Board of Directors of JSW Steel Limited ('JSW Steel' or 'Company') is pleased to present the Eighth Integrated Annual Report, along with the financial statements of the Company, for the financial year ended March 31, 2025. A brief summary of the Company's standalone and consolidated performance is given below:

A. FINANCIAL PERFORMANCE

A.1 Results

 

(1 in crore)
Â	Â	Standalone		Consolidated
Â	Â	FY2024-25	FY 2023-24	FY 2024-25	FY 2023-24
I	Revenue from operations	127,702	135,180	168,824	175,006
ii	Other income	1,865	1,704	694	1,004
iii	Total income (I + II)	129,567	136,884	169,518	176,010
IV	Expenses:	Â	Â	Â	Â
Â	Cost of materials consumed	65,779	72,337	88,324	93,590
Â	Purchases of stock-in-trade	873	363	845	1,164
Â	Changes in inventories of finished goods, work-in-progress and stock-in-trade	916	(1,736)	829	(3,087)
Â	Mining premium and royalties	9,144	10,011	9,144	10,011
Â	Employee benefits expense	2,488	2,357	4,798	4,591
Â	Finance costs	6,486	6,108	8,412	8,105
Â	Depreciation and amortisation expense	5,913	5,435	9,309	8,172
Â	Other expenses	30,121	29,868	41,980	40,501
Â	Total expenses	121,720	124,743	163,641	163,047
V	Profit before share of profit / (losses) from joint ventures, exceptional items and tax (III-IV)	7,847	12,141	5,877	12,963
VI	Share of profit / (loss) from joint ventures (net)	Â	Â	(311)	(172)
VII	Profit / (loss) before exceptional items and tax (V+VI)	7,847	12,141	5,566	12,791
VIII	Exceptional items	1,304	39	489	(589)
IX	Profit before tax (VII-VIII)	6,543	12,102	5,077	13,380
X	Tax expenses / (credit):	Â	Â	Â	Â
Â	Current tax	1,729	2,422	1,986	2,643
Â	Deferred tax	(805)	608	(182)	733
Â	Tax impact of earlier years	(218)	1,031	(218)	1,031
Â	Â	706	4,061	1,586	4,407
XI	Profit for the year (IX-X)	5,837	8,041	3,491	8,973
XII	Other comprehensive income	Â	Â	Â	Â
A	i) Items that will not be reclassified to profit or loss	Â	Â	Â	Â
Â	a) Re-measurements of the defined benefit plans	3	Â	@	4
Â	b) Equity instruments through other comprehensive income	77	2,460	88	2,929
Â	ii) Income tax relating to items that will not be reclassified to profit or loss	(124)	(286)	(145)	(344)
Â	Total(A)	(44)	2,174	(57)	2,589
B	i) Items that will be reclassified to profit or loss	Â	Â	Â	Â
Â	a) Effective portion of gains and loss on hedging instruments	555	(248)	551	(427)
Â	b) Foreign currency translation reserve (FCTR)	-	-	(303)	(122)
Â	ii) Income tax relating to items that will be reclassified to profit or loss	(140)	(29)	(141)	37
Â	Total (B)	415	(277)	107	(512)
Â	Total other comprehensive income / (loss) (A+B)	371	1,897	50	2,077
XIII	Total comprehensive income / (loss) (XI+ XII)	6,208	9,938	3,541	11,050
Total profit /(loss) for the year attributable to:
Â	- Owners of the Company	Â	Â	3,504	8,812
Â	- Non-controlling interests	Â	Â	(13)	161
Â	Â	Â	Â	3,491	8,973
Other comprehensive income/(loss) for the year attributable to:
Â	- Owners of the Company	Â	Â	51	2,086
Â	- Non-controlling interests	Â	Â	(1)	(9)
Â	Â	Â	Â	50	2,077
Total comprehensive income/(loss) for the year attributable to:
Â	- Owners of the Company	Â	Â	3,555	10,898
Â	- Non-controlling interests	Â	Â	(14)	152
Â	Â	Â	Â	3,541	11,050

A.2 Exceptional items

Exceptional items of Consolidated results for the year

ended March 31, 2025, consist of:

?    The Company had submitted a notice for surrender of Jajang iron ore mining lease located in the district of Keonjhar, Odisha due to un-economic operations. Pursuant to the approval of the Final Mine Closure Plan by Indian Bureau of Mines (IBM), Ministry of Mines on October 9, 2024, the Company had submitted an application for surrender of Jajang Iron ore Block. Accordingly, the Company had recognised a net provision amounting to 1342 crore on September 30, 2024, pertaining to the underlying carrying value of assets, inventory (excluding net impact of net realisable value provided for on planned dispatches) and site restoration liability. An implementation certificate of the Final Mine Closure Plan was issued by IBM on April 7, 2025, which, as a process of surrender, has been submitted to the Govt. of Odisha on April 10, 2025.

?    The Company pursuant to a detailed feasibility study concluded that the Banai and Bhalumuda Coal Block was not suitable from the techno-commercial perspective and decided not to go ahead with the investment to develop the Coal Block. The coal block was terminated by Ministry of Coal. Accordingly, the bid security forfeiture and related expenditure amounting to 1103 crore were charged off to the statement of Profit and Loss.

?    144 crore towards stamp duty on slump sale of Salav unit having DRI capacity of 0.9 MTPA along with its auxiliary units to JSW Green Steel Limited, a wholly owned subsidiary of the Company, in line with the Group's strategy for setting up green steel plant.

Exceptional items Standalone results for the year ended

March 31, 2025, consist of:

?    The Company had submitted a notice for surrender of Jajang iron ore mining lease located in the district of Keonjhar, Odisha due to un-economic operations. Pursuant to the approval of the Final Mine Closure Plan by Indian Bureau of Mines (IBM), Ministry of Mines on October 9, 2024, the Company had submitted an application for surrender of Jajang Iron ore Block. Accordingly, the Company had recognised a net provision amounting to 1342 crore, pertaining to the underlying carrying value of assets, inventory (excluding net impact of net realisable value provided for on planned dispatches) and site restoration liability. An implementation certificate of the Final Mine Closure Plan was issued by IBM on April 7, 2025, which, as a process of surrender, has been submitted to the Government of Odisha on April 10, 2025.

?    The Company pursuant to a detailed feasibility study concluded that the Banai and Bhalumuda Coal Block was not suitable from the techno-commercial perspective and decided not to go ahead with the investment to develop the Coal Block. The Coal Block was terminated by Ministry of Coal. Accordingly, the bid security forfeiture and related expenditure amounting to 1103 crore were charged off to the statement of Profit and Loss.

?    Gain of 11,449 crore recorded on the sale of the Salav unit comprising a 0.9 MTPA DRI plant and auxiliary facilities, to JSW Green Steel Limited, a wholly owned subsidiary through a slump sale, as part of Company's strategy to set up an integrated steel plant at Salav, aimed at reducing its carbon footprint.

?    Gain of 11,454 crore recorded pursuant to buyback of shares by Piombino Steel Limited, a subsidiary of the Company.

?    Impairment provision of 13,762 crore towards loans given to subsidiaries in US and in Mauritius based on recoverability assessment carried out for respective underlying businesses.

A.3 Dividend

The Board of Directors of the Company had approved a Dividend Distribution Policy on January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Company's website: https://www.iswsteel.in/investors/ isw-steel-governance-and-regulatorv-information-policies-0.

In terms of the policy, equity shareholders of the Company may expect dividend if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for declaration of dividend.

The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profit of the Company, in any financial year, subject to compliance of covenants with lenders/bondholders

I n line with the said policy, the Board of Directors have recommended a dividend of 12.80 per equity share (17.30 per equity share last financial year on 2,44,54,53,966 equity shares) on 2,44,54,53,966 equity shares of 11 each of the Company, for the year ended March 31, 2025, subject to the approval of the members at the ensuing Annual General Meeting. This dividend payout ratio works out to 19.65% of the consolidated net profit for FY 2024-25. The total outflow on account of equity dividend will be 1685 crore, vis a vis 11,785 crore paid out for FY 2023-24.

B. OPERATIONAL PERFORMANCE

B.1 Consolidated Results

I n FY 2024-25, the Company reported its highest ever annual consolidated crude steel production of 27.79 MnT, with an average capacity utilisation of 91% at Indian operations. Crude steel production increased by 5.1% y-o-y upon commissioning of the 4.5 MTPA Blast Furnace, one converter and two casters and allied integrated steel making facility by JSW Vijayanagar Metallics Limited (JVML), a wholly owned subsidiary of the Company, commissioning of the Phase II expansion at Bhushan Power & Steel Limited (BPSL) to 4.5 MTPA and better production volumes from Raigarh unit.

During the year under review, the Company reported its highest ever annual steel sales volume of 26.45 MnT, up 6.7% y-o-y. The consolidated Indian operations domestic sales stood at 23.58 MnT, an increase of 14.6% y-o-y, driven by robust domestic demand for steel. The Company achieved its highest year Value-Added Special Products (VASP) sales at 15.40 MnT, an increase of 5.1% y-o-y, and accounted for 62% of the total sales (excluding JVML volumes) for the year. The Company's branded products' sales stood at 46% of the total retail sales as against 48% in FY 2024-25. The consolidated Indian operations export of steel products stood at 2.08 MnT, down by 38.6% y-o-y and accounting for 8.1% of the total sales, as against 14.2% in FY 2023-24.

The Company achieved 98% of its production and sales guidance for the year. The EAF-based steel manufacturing facility in Ohio, USA, produced 8,90,182 net tonnes of Slabs during FY 2024-25. Capacity utilisation was 61% during the year. Sales volumes for FY 2024-25 stood at 2,30,897 net tonnes of HRC and 6,31,763 net tonnes of Slabs.

In FY 2024-25, the Company's consolidated revenue from operations decreased by 3.5% y-o-y to ?168,824 crore, primarily on account of lower sales realisations due to the decline in steel prices partially offset by the higher volumes. The sales realisation at Indian operations was lower due to subdued domestic pricing on account of lower international steel prices and higher steel imports into India.

Consolidated operating EBITDA was ?22,904 crore, a decrease of 18.9% y-o-y with an EBITDA margin of 13.6%. EBITDA per tonne was ?8,672 during FY 2024- 25, down by 23.9% y-o-y, primarily on account of the decrease in net sales realisation partially offset by decrease in manufacturing cost per tonne.

The domestic subsidiaries posted an operating EBITDA of ?4,792 crore, as against an operating EBITDA of ?5,025 crore during the previous year, primarily due to lower EBITDA from Bhushan Power & Steel Limited, partially offset from higher EBITDA at JSW Steel Coated Products Limited and JSW Vijayanagar Metallics Limited. The overseas subsidiaries posted an operating negative EBITDA of ?43 crore, as against an operating EBITDA of ?1,203 crore during the previous year, on account

of lower profitability from US Baytown operations and US Ohio operations, and JSW Italy operations due to subdued pricing environment.

The depreciation and amortisation charge for FY 202425 was ?9,309 crore, a 13.9% y-o-y increase due to depreciation charge on account of project capitalisation at JVML, BPSL and sustaining capex. Finance costs were ?8,412 crore, an increase of 3.8% y-o-y, primarily due to higher borrowings and interest charged to the statement of profit and loss on account of assets capitalisation relating to capital projects and sustaining capital expenditure.

The Company's net profit stood at ?3,491 crore for FY 2024-25, vis-a-vis ?8,973 crore in FY 2023-24 primarily on account of lower EBIDTA and higher depreciation and interest costs partially offset by lower tax costs. The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company.

The Company's net worth, as on March 31, 2025, was ?81,666 crore compared to ?79,776 crore, as on March 31, 2024. The Company's spending on capex expenditure aggregated to around ?14,656 crore. The Company's consolidated net gearing (net debt-to-equity) as on March 31, 2025, stood at 0.94x (versus

0.91x as on March 31, 2024) and net debt-to-EBITDA stood at 3.34x (versus 2.58x, as on March 31, 2024).

The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited ('BPSL'), a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).

The Company has carried out an assessment of control as per Ind AS 110 - "Consolidated Financial Statements" and based on legal opinion obtained by the Company, has concluded that the Company has control over BPSL as at the date of the balance sheet and have continued with the consolidation of BPSL financial statements with the Company. Accordingly, Revenue from Operations and Profit before Tax include ?21,440 crores and ?260 crores respectively pertaining to BPSL.

The Company is carrying amount of the net assets relating to BPSL included in the Consolidated Financial Results as at March 31, 2025 is ?14,091 crores. Further the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated March 6, 2020 and judgement dated May 2, 2025, ESCROW Agreement with erstwhile lenders of the Committee of Creditors and legal opinion obtained by the Company, has concluded that the recoverable amount is sufficient enough to cover the carrying value

of the net assets of BPSL and hence no provision is required to be made for the net assets included in the consolidated financial statements of the Company as on March 31, 2025. In the opinion of the Board, the Company's Resolution Plan for BPSL is in compliance with law and the Company has implemented the Resolution Plan as approved by the National Company Law Appellate Tribunal. The Company has taken all steps to successfully revive BPSL to its present status today.

The Company, in consultation with its legal advisors, is in the process of evaluating all options to finalise the legal remedies including Review of judgement dated May 2, 2025 of the Hon'ble Supreme Court. Pending the outcome of such actions, no adjustments have been made since the Company believes that there is no adverse material impact on the Standalone and Consolidated Financial Statements as on and for the year ended March 31, 2025.

B.2 Standalone Results

In FY 2024-25, JSW Steel reported its highest ever crude steel production at 22.47 MnT with an average capacity utilisation of 92%. The Crude steel production increased by 1% y-o-y.

The Company reported its highest ever steel sales volume at 21.74 MnT, which grew by 2.5% y-o-y. Domestic sales stood at 20.50 MnT, an increase of 8.1% y-o-y. The domestic steel demand grew by 11.5% y-o-y to 152 MnT driven by the government's thrust on infrastructure, housing construction, the growing share of manufacturing in GDP, and increased demand from the auto sector. The Company exported 1.24 MnT of steel, down 44.8% y-o-y and accounted for 5.7% of the total sales, as against 10.6% in FY 2023-24.

Revenue from operations declined 5.4% y-o-y to ?127,702 crore, primarily due to decline in sales realisation both in domestic and export sales, which was partially offset by an increase in sales volumes.

The Company achieved an annual Operating EBITDA of ?18,381 crore, a decrease of 16.3% y-o-y with an EBITDA margin of 14.4%. EBITDA per tonne was at ?8,453 during FY 2024-25, lower by 18.4% y-o-y primarily on account of decrease in net sales realisation in FY 2024-25, partially offset by decrease in iron ore and coal prices.

The depreciation and amortisation charge for the year was ?5,913 crore, up 8.8% y-o-y due to depreciation charged on asset capitalisation relating to capital projects and sustaining capital expenditure. The finance costs for the year were ?6,486 crore, an increase of 6.2% y-o-y primarily on account of higher borrowings and on account of capitalisation of project capital expenditure and sustaining capital expenditure.

Profit after tax decreased by 27.4% y-o-y to ?5,837 crore primarily on account of lower EBIDTA and higher depreciation and interest costs partially offset by lower tax costs. The Company's net worth stood at ?79,839 crore, as on March 31, 2025, vis-a-vis ?75,283 crore, as

on March 31, 2024. Gearing (net debt-to-equity) was at 0.62x (as against 0.67x) and net debt to EBITDA stood at 2.69x (as against 2.31x).

The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited ('BPSL'), a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).

The Company through its subsidiary Piombino Steel Limited ("PSL") had invested in BPSL and the carrying amount of its investments in and loans given to PSL aggregates to ? 9,215 crores as at March 31, 2025. Further, the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated March 6, 2020 and the judgement dated May 2, 2025, the ESCROW Agreement with erstwhile lenders of Committee of Creditors and legal opinion obtained by the Company, and concluded that the recoverable amount is sufficient enough to cover the carrying values in the books and hence no provision is required to be made for the investments in and loans given to PSL as on March 31, 2025.

The Company, in consultation with its legal advisors, is in the process of evaluating all options to finalise the legal remedies including Review of judgement dated May 2, 2025 of the Hon'ble Supreme Court. Pending the outcome of such actions, no adjustments have been made since the Company believes that there is no adverse material impact on the Standalone and Consolidated Financial Statements as on and for the year ended March 31, 2025.

B.3 Performance of Subsidiaries and Joint Ventures (JVs)

The Company had 43 direct and indirect subsidiaries, 17 JVs and 3 associates, as on March 31, 2025, which includes certain domestic subsidiaries acquired or incorporated during FY 2024-25. As per the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statements of the Company's subsidiaries, associates and JVs in Form AOC-1 is attached to the financial statements of the Company. In accordance with provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the Company at https://www.jswsteel.in/ investors/jsw-steel-disclosure-46?section=financial-subsidiaries-india. The Company shall provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

 

The details of the major subsidiaries and JVs are given below:

(I) Indian Subsidiaries

1.    JSW Vijayanagar Metallics Limited (JVML)

JVML, a wholly owned subsidiary of the Company is setting up a 5 MTPA Steel manufacturing facility at Vijayanagar, in the state of Karnataka which includes Blast Furnace (BF), Steel Melting Shop (SMS), Hot Strip Mill (HSM) (including Plate Mill) and other auxiliary units (together 'the facility') to manufacture steel products across the supply chain.

On March 17, 2024, JVML started commissioning of the reheating furnaces and roughing mils of the HSM facility relating to plate manufacture and reached desired level of output and capacity utilisation by March 29, 2024. The HSM facility after successful completion of trial runs and quality and delivery testing, started commercial manufacturing and sales in the month of March 2024. The HSM facility has capability of manufacturing plates/coils and is equipped with advanced features which can produce superior value-added grades.

During the year, JVML has successfully commissioned a 4.5 MTPA capacity BF. It is ramping well and operating at over 90% capacity utilisation in March 2025. JVML has also commissioned Steel Melt Shop with a capacity of 3.3 MTPA with one converter and both casters fully operational. The second converter at the SMS is expected to be commissioned in Q2 FY 2026. The other allied facilities like the Raw Material Handling System, Sinter Plant, Lime Calcination Plant and the material handling facilities have been commissioned.

In FY 2024-25, JVML registered a crude steel production of 0.80 MnT (including trial run 0.33 MnT). The sales volume was 0.96 MnT (including trial run 0.04 MnT). The operating EBITDA was 1159 crore. Revenue from operations and net loss was 15,641 crore and 1497 crore, respectively, for FY 2024-25.

2.    Bhushan Power and Steel Limited (BPSL)

On March 26, 2021, the Company completed the acquisition of BPSL by implementing the resolution plan approved under the IBC Code, basis an agreement entered with the erstwhile Committee of Creditors. The Company had entered a subscription and shareholder agreement with JSW Shipping & Logistics Private Limited (JSLPL) through which the Company and JSLPL held equity of Piombino Steel Limited (PSL) in the ratio of 49% and 51%, respectively. Further, JSW Steel held optionally fully convertible debentures (OFCDs) of PSL with a right to convert them into equity. In accordance with the approved resolution plan, BPSL was acquired as a wholly owned subsidiary of PSL.

I n FY 2021-22, following BPSL's robust operational and financial performance, JSW Steel on October 1, 2021, exercised the option of conversion of the OFCDs, pursuant to which JSW Steel held 83.28% equity in PSL,

 

and PSL became a subsidiary of JSW Steel with effect from October 1, 2021.

Consequent to the aforesaid conversion, the Company is controlling and managing BPSL through PSL and the financials have been consolidated with the Company.

Immediately upon acquisition, BPSL undertook capex programme to bring about improvements in operations and reduce costs and also to increase its capacity in two phases viz. Phase-1 (expansion from 2.75 MTPA to 3.5 MTPA) and Phase-2 (3.5 MTPA to 4.5 MTPA). BPSL commissioned Phase-1 capacity expansion in Q4 FY 2023 and Phase-II capacity expansion in Q2 of FY 2025.

BPSL operates currently at 4.5 MTPA integrated steel plant at Jharsuguda, Odisha and also has downstream manufacturing facilities at Kolkata, West Bengal, and Chandigarh, Punjab. These plants manufacture value-added products covering the entire steel value chain right from manufacturing Pig Iron, DRI, Billets, HR Coils, CR Coils, GP/GC Sheets, Precision Tubes, Black Pipe/GI Pipe, Cable Tapes, Tor Steel, Carbon, and Special Alloy Steel Wire Rods and Rounds conforming to IS and international standards.

For FY 2024-25, BPSL reported its highest ever annual crude steel production at 3.54 MnT. The crude steel production increased by 11.3% y-o-y. BPSL also produced pig iron of 0.29 MnT during FY 2024-25.

BPSL reported its highest ever annual steel sales of 3.31 MnT, up 11.7% y-o-y. The total revenue from operations was at 121,440 crore as compared to 121,893 crore in the previous year. EBITDA decreased from 12,765 crore in FY 2023-24 to 12,212 crore in FY 2024-25, primarily on lower sales realisations, which was partially offset by lower coking coal prices. Profit after tax stood at 1260 crore vis-a-vis 1674 crore in FY 2023-24.

During the year, PSL, the holding company of BPSL, offered buyback of its shares. On account of the buy back, JSWSL holding in PSL reduced from 83.28% to 82.65%.

The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited (BPSL), a subsidiary of the Company and directed the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).

3. JSW Steel Coated Products Limited (JSW Steel Coated

JSW Steel Coated is the Company's wholly owned subsidiary and caters to both domestic and international markets. JSCPL manufactures value-added flat steel products comprising tin plates, galvanised and

galvalume coils/sheets and colour-coated coils/sheets. JSW Steel Coated has a total downstream capacity of 5.20 MTPA and has manufacturing facilities at Vasind, Tarapur, Kalmeshwar and Khopoli in Maharashtra, Bawal in Haryana, Rajpura in Punjab and Dhar in Indore.

Amalgamation of National Steel & Agro Industries Limited (NSAIL) with JSW Steel Coated

The Scheme of Amalgamation of National Steel and Agro Industries Limited ('NSAIL' or 'Transferor Company') with JSW Steel Coated Products Limited ('JSCPL' or 'Transferee Company') and their respective shareholders ('the Scheme') was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench on October 3, 2024. NSAIL was a wholly owned subsidiary of JSCPL.

The said Scheme became effective on October 4, 2024 with the merger of NSAIL into JSW Steel Coated Products consequent to the filing of the certified copy of the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench with the Registrar of Companies, Mumbai.

The Scheme was sanctioned with the Appointed Date of October 1, 2023.

In FY 2024-25, JSW Steel Coated reported a production (Galvanising/Galvalume products/tin product/CRCA) of 4.58 MnT, an increase by 9.3% y-o-y. Its sales volume increased by 9.7% y-o-y to 4.51 MnT. Operating EBITDA increased to 11,781 crore from 11,525 crore in FY 2023-24. The operating EBITDA per tonne was 13,948 and margin improved to 5.1% from 4.5% in FY 2023-24. Revenue from operations and net profit was 134,491 crore and 1490 crore for FY 2024-25 vis-a-vis 134,137 crore and 1337 crore for FY 2023-24, respectively.

The colour coated line of 0.12 MTPA in Jammu and Kashmir has been commissioned in Q4 FY2025.

JSW Steel Coated is enhancing its coated products capacity from 0.36 MTPA to 1.22 MTPA through addition of new production lines to meet the increasing demand of flat products and strengthen its market production. The new production lines include :

a.    Setting up of a new pickling line of 0.7 MTPA to maintain the quality of steel strips before galvanising

b.    modification of existing pickling line of 0.6 MTPA to increase the speed to 150mpm thereby increasing the production by 0.1 MTPA to 0.7 MTPA

c.    setting up a new twin stand cold rolling mill of

0.6 MTPA to enhance the facility's cold rolling capabilities, supporting the processing of thinner steel strips

d.    setting up two new galvanising lines - CGL#2 having a capability of processing 0.36 MTPA galvanized steel, with a provision from Galvalume, CGL#3 having a processing capability of processing

Steel targeted to catering to increasing market demand in India and abroad.

4.    Neotrex Steel Limited (NSL)

Neotrex Steel Limited has setup a low relaxation prestressed concrete strand (LRPC) facility with state-of-the-art line at its Vijayanagar unit, with an annual production capacity of 144,000 tonnes. Since wire rods are the input material for producing LRPC, the Company has entered into the business of manufacture of LRPC as the product offers higher margins and widens the basket of value-added products compared to direct sale of wire rods in open market.

The LRPC facilities were implemented in two phases of 72,000 MTPA each. Phase I was commissioned in December 2022 and Phase II was commissioned in June 2024. LRPC strands find application in almost all types of heavy-duty industrial constructions, high-rise buildings, and infrastructure projects including construction of bridge, decks, bridge girders, pilings, precast concrete panels, railway sleepers, and structural support and other concrete foundations. LRPC Strands are gradually replacing traditional construction material due to construction convenience and relatively less requirement of reinforcement steel and concrete. This strategic move aligns with the Company initiative to diversify into higher-margin, value-added products beyond its core wire rod business, which serves as a key raw material for LRPC production.

JSWSL holds 80% equity stake in NSL, with the remaining 20% owned by individual shareholders. The facility has been currently operating at full capacity of 1.44 lakh tonnes per annum. During the fiscal year 2024-25, NSL achieved a production volume of 85,986 tonnes of LRPC, reflecting the company's commitment to meeting growing market demand for premium pre-stressed concrete solutions.

Operating EBITDA for the year under review was 119 crore as against 123 crore in the previous year. Its loss after tax was 112 crore in FY 2024-25 as against profit after tax of 13 crore in FY 2023-24.

5.    Amba River Coke Limited (ARCL)

Amba River Coke Limited (ARCL) is a wholly owned subsidiary of the Company and has a 1 MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2024-25, ARCL produced 0.65 MnT of coke and 4.02 MnT of pellets (including 3.52 MnT on job work). The coke and pellets produced are primarily supplied to the Dolvi works of the Company.

Operating EBITDA for the year under review was at 1389 crore as against 1519 crore in the previous year. Its profit after tax decreased to 1217 crore from 1225 crore in FY 2024-25.

6.    JSW Industrial Gases Private Limited (JIGPL)

JSW Industrial Gases Private Limited (JIGPL) is a wholly owned subsidiary of the Company. JIGPL is engaged in the business of production and sale of industrial gases

 

0.5 MTPA specifically to process Zero Spangle Galvanized Steel and Zinc-Aluminium-Magnesium

such as oxygen, nitrogen and argon and has two air separation plants, each with a capacity of 2,500 tonnes per day, at Toranagallu, Bellary District, Karnataka. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar plant. Operating EBITDA for the year under review was at 140 crore, as against 140 crore in the previous year. Profit after tax was at 122 crore, compared to 119 crore in the year earlier.

7. JSW Utkal Steel Limited (JUSL)

JUSL, a wholly owned subsidiary of the Company was formed for setting up an integrated 13.2 MTPA steel plant and a 900 MW captive power plant in Odisha.

JUSL has received environmental clearance (EC) for setting up a 13.2 MTPA greenfield Integrated Steel Plant (ISP) from the Union Ministry of Environment & Forest and Climate Change (MoEF&CC). The project is expected to generate employment opportunities in the region, which in turn will boost the economy of Odisha. Capital expenditure for the modern and environment-friendly ISP is expected to be approximately 165,000 crore including associated facilities. The land required for the project has been acquired by JUSL.

JUSL has received consent from Odisha State Control Pollution Board to establish, first phase of crude steel at 4.15 MTPA and captive jetty at 52 MTPA.

The Company is currently operating three iron ore mines in the State of Odisha. The mining operations commenced in July 2020 and the iron ore mined from these mines is being supplied to Company's plant locations across India and also sold to third parties. The iron ore from Barbil mines is transported directly to plants or first transported to the Paradip Port and other eastern ports like Dhamra, Gopalpur etc. and then shipped from these ports to the ports in the vicinity of the Company's plant locations.

Movement of iron ore from the Company's mines from Barbil to Paradip Port or to other eastern ports through rail is constrained due to inadequate supply of railway rakes in the region. In addition, the presence of multiple steel players and the Company transporting iron ore from this region, has led to congestion on railway routes and frequent unavailability of rakes leading to logistics bottlenecks for the movement of iron ore. These logistics constraints have led to movement of iron ore by road resulting in increased transportation costs for the Company. Further, National Environmental Engineering Research Institute (NEERI) recommended evacuation of ore in any mine with more than 5 million tonnes per annum capacity only by rail/ pipe conveyor/ slurry pipeline. Although this evacuation requirement is recommended at present, however, it may become mandatory in future. Considering these logistical bottlenecks and exorbitant transportation costs incurred through road transport, the Company explored options for setting up the slurry pipeline, either itself, or through third parties that may be able to set up the

slurry pipeline as well as operate the same on a longterm basis.

Accordingly, in order to actualise the benefits of the slurry pipeline in terms of cost savings and as a longterm sustainable logistics solution for transportation of iron ore and considering the unavailability of third-party service providers, the Board of Directors of the Company, in its meeting held on January 21, 2022 approved setting up of 30 MTPA slurry pipeline (including filtration plant) from the Nuagaon mine to Jagatsinghpur in the State of Odisha by JUSL.

The Board of Directors had approved the capital expenditure to be incurred by JUSL for setting up: (a) a 30 MTPA, slurry pipeline extending for 302 kilometres ("KMs") from the Nuagaon mines to Jagatsinghpur; and (b) an 8 MTPA pellet plant at Jagatsinghpur including land acquisition, land development, power, water and other infrastructure for the proposed integrated steel plant.

The Pellet plant is expected to be commissioned in FY 2026-27. The iron ore transported by the slurry pipeline to Jagatsinghpur will be converted to pellets, and then shipped by sea from the Jatadhar Port to JSWSL's steel plants or third parties, thus providing an integrated raw material supply chain, providing substantial efficiency, cost reduction and raw material security.

In line with the National Steel Policy and growth prospects, the Company has outlined its vision for growing its steel business to 51.5 MTPA by financial year ending on March 31, 2031. With a view to fund its capex programme, the Company plans to focus on core steel business to optimise capital allocation and engage dedicated entities having core expertise to set up infrastructure, utilities and ancillary facilities. Accordingly, the Board of Directors of the Company approved the transfer of the under-construction slurry pipe line to JSW Infrastructure Limited. The Shareholders of the Company also approved the transaction by way of postal ballot on January 16, 2025.

Pursuant to the Shareholders approval, the slurry pipeline undertaking was transferred to JSW Infrastructure Limited on a slump sale basis by way of a business transfer agreement in the month of March 25. Simultaneously, JSW Steel also entered into a long term take or pay agreement with JSW Infrastructure Limited for the transportation of iron ore from its Nuagaon mine to its proposed facility in Jagatsinghpur in the State of Odisha, using the aforesaid slurry pipeline.

The 30 MTPA slurry pipeline in Odisha which has been transferred to JSW Infrastructure Limited is progressing well and expected to be commissioned in FY 2026-27.

JUSL is setting up another 8 MTPA pellet plant at Jatadhar. The project is estimated to be implemented over a period of 30 months.

8. NSL Green Steel Recycling Limited (NSL)

The Company has embarked on the journey of reducing its carbon footprint by setting a target of

1.95T CO₂/Ton of steel from 2.52 TCO₂/Ton of steel by 2030. One of the steps the Company identified for achieving targeted CO₂ emission is an increase in the consumption of steel scrap. The Company looked for renowned shredder operators as a joint venture partner to primarily focus on shredding steel scrap in the vicinity of its manufacturing locations wherein scrap generated from industries such as automotive, consumer durables, railways, and ship breaking can be collected, shredded inhouse and then consumed by JSWSL as coolant in its facilities viz. steel convertors, EAFs, and CONARC furnaces. Accordingly, the Company entered into a joint venture agreement with National Steel Holding Limited (NSHL) to establish scrap shredding facilities in India using the state-of-the-art machinery, technical knowhow and relevant processes. In furtherance of which, a company was incorporated under the name of NSL Green Steel Recycling Limited (NSL) and entered in to a joint venture arrangement with NSHL. NSHL terminated the JV agreement during the previous year to pursue some other business prospects.

Pursuant to the termination of the JV agreement, the Company acquired the equity share capital held by NSHL and NSL became wholly owned subsidiary of the company. NSL is setting up shredding facility near Dolvi Unit of the Company of 4,00,000 tonnes per annum capacity. NSL has acquired land and has ordered major equipment (Shredder / Baler). NSL has also obtained financial closure for project funding during the year. The project is currently under progress and expected to be completed by June, 2026.

9. JSW Green Steel Limited

Increasingly, upcoming regulations across the world is expected to source steel with low carbon footprint. The Carbon Border Adjustment Mechanism (CBAM) implementation by the European Union and the Government of India's initiatives to bring down carbon emission in the Steel industry and support it reach net zero by 2070 are likely to develop a global market for green steel. Government projects are likely to mandate purchase of steel with low carbon emission in phased manner in near future.

I n line with the Company's strategy to set up a green steel plant in order to cater to the export requirements, manufacturing steel with low carbon emissions, the requirement to track the CO₂ emissions separately and exploring new technology like green hydrogen usage for DRI operations, the Board of Directors approved the transfer of the existing Salav unit having DRI capacity of

0.9 MTPA along with its auxiliary units to JSW Green Steel Limited. The Company has carved out the Salav unit to a JSW Green Steel Limited and thereafter has plans to set up a green steel facility by expanding capacity from existing 0.9 MTPA to 4 MPTA in phases, in line with the growth strategy.

The sale of 0.9 DRI unit along with its auxiliary units was transferred to JSW Green Steel Limited by way of a slump

sale. The Company invested an amount of 12,233 crore in JSW Green Steel Limited during the year.

10. Other Major Projects being undertaken by domestic subsidiaries

The Company, as part of its long-term growth strategy, has initiated a few greenfield projects in the states of West Bengal, Jharkhand and Odisha.

?    JSW Bengal Steel Limited (JSW Bengal Steel) - As part of its overall growth strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the availability of key raw materials such as iron ore and coal, after the cancellation of the allotted coal blocks, the JSW Bengal Steel Salboni project has been put on hold.

?    JSW Jharkhand Steel Limited (JJSL) - JJSL was incorporated in relation to the setting up of a 10 MTPA steel plant in Jharkhand. The Company is currently in the process of obtaining approvals and clearances necessary for the project.

(II) Overseas Subsidiaries

1. Periama Holdings LLC and its subsidiaries viz. JSW Steel (USA) Inc - Plate and Pipe Mill Operation and its subsidiaries - West Virginia, USA-based coal mining operation

a)    The Baytown facility has a 1.2 MNTPA plate mill and a 0.55 MNTPA pipe mill. The facility is located near a port and is close to key customers in the oil and gas industry. JSW Steel (USA) plate and pipe mill is in the process of modernising the existing facilities at Baytown, Texas. The first phase of modernisation was completed and commissioned in FY 202122. The second phase of the modernisation is expected to be completed in FY 2026-27. The second phase of the modernisation of Baytown plate mill will allow JSW Steel (USA) Inc. to supply plate for applications including heavy plates for pressure vessels, bridges, mining and agricultural equipment, shipbuilding, utility structures, offshore structures for oil & gas production, and offshore wind.

The unit produced 0.45 MNTPA of plates and 0.041 MNTPA of pipes with capacity utilisation of 47% and 7%, respectively. JSW Steel (USA) reported an EBITDA of $20.2 million (1174 crore), compared to $113.3 million (1940 crore) in FY 2023-24. EBITDA decreased primarily on account of decline in net sales realisation. The EBITDA per tonne was lower as compared to the previous year due to a decline in plate and pipe realisations, which was partially offset by lower input costs. In FY 2024-25, loss after tax was $62.4 million (1519 crore), compared to a profit after tax of $28.1 million (1237 crore) in FY 2023-24.

b)    Coal mining operation Periama Holdings LLC has a 100% equity interest in coal mining concessions

in West Virginia, US, along with permits for coal mining, and owns a 500 TPH coal-handling and preparation plant. During the previous year, the Company sold its property, plant and equipment, and mineral rights for a consideration of $24 million (1198 crore) as operating the mines was not economically viable in absence of coal mining lease and plant lease which were terminated by the lessor in FY 2021-22.

2.    Acero Junction Holdings, Inc (ACERO) and its wholly-owned subsidiary JSW Steel USA OHIO, Inc. (JSWSUO)

JSWSUO has steelmaking assets consisting of a 1.5 MNTPA electric arc furnace (EAF), a 2.8 MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo Junction, Ohio in USA.

JSWSUO operated at a capacity utilisation of 61% during FY 2024-25 compared to 66% in FY 2023-24. JSWSUO reported an EBITDA loss of $54.8 million (1441 crore) compared to EBITDA loss of $38.4 million (1315 crore) in FY 2023-24. Loss after tax was at $144 million (11,195 crore), compared to loss after tax of $104.8 million (1858 crore). JSWSUO incurred EBITDA loss during the year on account of decline in HRC sales realisation and slab sales realisation which was not fully offset by the lower input scrap prices.

JSWSUO has undertaken capex project of installation of Vacuum Tank Degassing (VTD) and Caster Dynamic Soft Reduction (DSR) on one strand only. The Implementation of a VTD and further upgrades to Mingo Junction's Caster equipment will allow JSWSUO to compete with existing/under development modern facilities in serving the target market applications of HRC, API Pipe and Tube, and to supply Baytown with the majority of its slab substrate material.

I n addition to improving the quality of existing product offerings, the VTD and DSR projects will allow JSWSUO access to the growing markets of HRC to support API applications and produce domestic slabs for all requirements of Baytown plate mill including heavy plate and line pipe.

The VTD and DSR projects is expected to be commissioned in FY 2025-26.

3.    JSW Steel Italy Piombino S.P.A. (JSW Piombino) (formerly Aferpi S.P.A), Piombino Logistics S.P.A. (PL) and GSI Lucchini S.P.A

JSW Piombino produces and distributes special long steel products. The Company has a plant at Piombino in Italy, comprising a rail mill (0.32 MTPA) and a captive industrial port concession. PL manages the logistics infrastructure of Piombino's port area. The port managed by PL has the capacity to handle ships up to 60,000 tonnes.

During FY 2024-25, rail mill production was 266,305 tonnes, lower by 4% y-o-y, with capacity utilisation at 83%, as against 86% in the previous year. Operating EBITDA was at €15.0 million (1148 crore) compared to

an Operating EBITDA of €51.6 million (1446 crore) in the previous year. Profit after tax amounted to €3.6 million (144 crore) as against profit after tax of €35.3 million (1319 crore) in FY 2023-24.

During FY 2022-23, JSW Piombino entered into two long term contracts for €359 million with Rete Ferroviaria Italiana (RFI), a company which is responsible for the national infrastructure for railway network in Italy.

A Memorandum of Understanding (MOU) was signed between the Ministry of Industry and Made in Italy, the Tuscany region, the Municipality of Piombino and JSW Steel Italy SRL (JSW SRL). This MoU is intended to commence and relaunch the Steelworks site of Piombino.

JSW Piombino has currently embarked on a modernisation of the rail mill and is increasing the rail making capacity from 0.32 MTPA to 0.60 MTPA. The investments at JSW Piombino are aimed at making the rail mill more efficient, most modern, technologically advanced and best in class. The project envisages setting up of Tandem Mill, Head Hardening facility, and increase the length of rails from 108 to 120 metres resulting into increase in productivity, lower conversion cost, increase in range of products and quality improvement. The MoU sets the conditions for efficient and sustainable state support for the production of rails and is part of broader project to kickstart economic development of the region. The MoU provides for four months of collaboration for execution of a programme agreement i.e. Accordo di Programma (ADP).

As per the Development contract signed on April 18, 2025 in line with the MoU, JSW Steel Italy Piombino S.P.A. is being provided a Grant of Euro 33 Mn from the Italian Government through INVITALIA, allocated towards the development of the Rail Mill Modernisation Project.

(III) Joint Venture Companies

1. JSW JFE Electrical Steel Private Limited (Formerly known as JSW Electrical Steel Private Limited) (JESPL)

The Company has formed a 50:50 joint venture - JSW JFE Electrical Steel Private Limited (JESPL) with JFE Steel Corporation, Japan (JFE) on February 8, 2024, for the manufacture and sale of cold rolled grain oriented electrical steel products (CRGO) using industry leading machinery, technical know-how, and JFE's energy efficient production technology developed through extensive R&D. The JV will manufacture the entire range of CRGO products at its proposed facilities at Vijayanagar, Karnataka, India and will be the first company to produce CRGO products with its entire chain of manufacturing processes in India.

JESPL is setting up the 62,000 tonnes CRGO manufacturing facility in Karnataka with a planned investment of 15,500 crore and expected to be commissioned within a period of three years.

The global CRGO demand growth has been faster than anticipated due to electricity rapidly becoming an

alternate fuel to achieve ESG goals, replacement of old transmission and distribution systems in USA and Europe, accelerated electricity demand from electric vehicle adoption and AI data centres and focus on renewable energy leading to accelerated growth of high efficiency transformer demand.

The CRGO demand in India is also growing rapidly due to growth in demand of transformers from 'Sahaj Bijli Har Ghar Yojana' (Indian Government's scheme to provide electricity to every household) thereby widening transmission and distribution grid coverage, high growth in renewable energy power generation capacity addition, replacement demand for existing transformers, Bureau of Energy Efficiency rating revision leading to high grade CRGO requirement, increase in urbanisation leading to higher consumption of electricity, growth in railway transportation - freight corridors, metros etc., export of transformers, education in imports of CRGO laminations and transformers. The 'Make in India' initiative of Government of India and Domestically Manufactured Iron and Steel Products Policy directs all government purchase of CRGO to be molten and poured in India once available.

Globally and in India, higher grades of CRGO are expected to be growing much faster as compared to lower grades. JSW JFE Electrical Steel Nashik Private Limited (Formerly known as thyssenkrupp Electrical Steel India Private Limited) (J2ES Nashik) a CRGO manufacturer in Nashik Maharashtra was the only manufacturer of high grades of CRGO in India. Jsquare Electrical Steel Nashik Private India (Jsquare), a wholly owned subsidiary of JESPL, successfully acquired in competitive bidding process J2ES Nashik in January 2025 along with the Company acquiring the technology bundle. This has advanced the entry of Jsquare in Indian market as leading CRGO manufacturer and enabled the Company to be the only CRGO technology holder in India from molten and poured stage.

This acquisition provides unique opportunity to Jsquare use two different technologies to cover a wide range of CRGO consumed in India.

2. JSW Severfield Structures Limited and its subsidiary JSW Structural Metal Decking Limited (JSSL)

JSSL operates a facility to design, fabricate and erect structural steel work and ancillaries for construction projects. The facility has a total capacity of 1,18,000 TPA at Bellary, Karnataka. JSSL produced 64,336 tonnes (including job work) during FY 2024-25. JSSL's EBITDA decreased to 154 crore from 1113 crore in FY 2023-24 while loss after tax was 17 crore as compared to profit after tax of 130 crore. JSW Structural Metal Decking Limited (JSWSMD), a subsidiary of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant's total capacity is 27,240 TPA. In FY 2024-25, JSWSMD's EBITDA was 112 crore compared to 17 crore in FY 2023-24. Profit after tax was 16 crore as compared to 13 crore in FY 2023-24.

3. JSW MI Steel Service Center Private Limited (JSW MI)

The Company and Marubeni-Itochu Steel Inc entered into a 50:50 JV agreement on September 23, 2011 to set-up Steel Service Centers in India. Since then JSW MI Steel Service Center Private Limited has established a mark in the Industry for providing World-class processed steel products and allied services. It is not just a collaboration of business ideas but also a confluence of philosophies and synergies of two large conglomerates from India and Japan. JSW MI presently has 4 major steel service centres across India in the locations of Pune, Palwal, Chennai and Ahmedabad with a total installed capacity of 1.15 MTPA. The key services offered are slitting, cut-to-length, blanking, inventory control and just in time steel solutions for the discerning customers from all Industry segments.

With increased production capacities and enhanced product mix envisaged by the Company in the future, the need for customized and ready to use steel solutions would be imperative from customers. The Indian steel demand is on a robust growth path and this offers tremendous opportunity for JSW MI to supply high end processed steel to customers at large.

The move to set up these steel service centres is to leverage the expertise of service center operations of Marubeni worldwide and to utilise JSW Steel's sales network, pan India for sales of its world class technology products manufactured at its various plants. Going forward JSW MI will continue to play a vital role of an intermediary between JSW Steel and its end customers with respect to processing, inventory management and distribution of steel products. The service center is equipped to process flat steel products, such as hot-rolled, cold rolled and coated products. Such products offer just-in time solutions to automotive, white goods, construction and other value-added segments. In FY 2024-25, EBITDA was 199 crore as against 181 crore in FY 2023-24. Profit after tax was 143 crore as compared to 135 crore during FY 2023-24.

(IV) New acquisitions

1. Acquisition of stake in Illawarra Coal Holdings Pty Ltd

JSW Steel (Netherlands) B.V, a wholly owned subsidiary of the Company, has acquired a 66.67% economic interest in M Res NSW HCC Pty Ltd (M Res NSW) by way of subscription to its non-voting Class B Shares, for a purchase consideration of US$ 120 million. M Res NSW owns a 30% interest in Golden M NSW Pty Ltd (Golden M), which acquired 100% of Illawarra Coal Holdings Pty Ltd (Illawarra Metallurgical Coal) from South32 Ltd. The remaining 70% interest in Golden M is held by Golden Investments (Australia) III Pte Ltd, which is a wholly owned subsidiary of Golden Energy and Resources Pte Ltd. The Company, accordingly by virtue of this investment, acquired a look through 20% stake in Illawarra Coal Holdings Pty Ltd. The primary objective of this acquisition was to secure prime hard coking coal availability to the Company and its subsidiaries.

Illawarra Metallurgical Coal owns and operates two metallurgical coal mines - the Appin and Dendrobium mines, and associated infrastructure, in the New South Wales region of Australia.

Pursuant to the transaction, the Company, through its wholly owned subsidiary JSW Global Trade Pte Ltd, has also secured offtake rights for hard coking coal produced from the mines, in proportion to its indirect economic interest (20%) in Illawarra Metallurgical Coal. This acquisition is expected to provide mine offtake rights to premium hard coking coal produced by Illawarra Coal Holdings Pty Ltd, which will reduce the dependability on the open market import of coking coal and provide consistent quality coal resulting in improved operational efficiencies. The annual offtake of coking coal from Illawarra mines is expected to be ~ 1.2 million tonnes per annum.

2.    Acquisition of Minas de Revuboe Limitada

JSW Natural Resources Limited, a wholly owned subsidiary of the Company in Mauritius, has executed Quotas Sale Agreement, Assignment of Contractual Position Agreement and other transaction related documents to acquire ~92.2% equity stake and shareholders loans of Minas de Revuboe Limitada (MdR). MdR owns a pre-development stage premium hard coking coal mine project in the Moatize Basin of Tete Province, Mozambique. The aggregate purchase consideration for the transaction is $73.75 million subject to closing adjustments. The completion is subject to receipt of regulatory approvals and satisfaction of other conditions precedent as per the transaction documents.

3.    Acquisition of thyssenkrupp Electrical Steel India Private Limited (subsequently renamed to JSW JFE Electrical Steel Nashik Private Limited)

Jsquare Electrical Steel Nashik Private Limited, a wholly owned subsidiary of JSW JFE Electrical Steel Private Limited (J2ESPL), which is a 50:50 joint venture between the Company and JFE Steel Corporation (JFE), has acquired 100% equity interest of thyssenkrupp Electrical Steel India Private Limited (subsequently renamed to JSW JFE Electrical Steel Nashik Private Limited) (J2ES Nashik). The associated technology package from the thyssenkrupp group has been transferred to the Company. The total purchase consideration for the transaction (including closing adjustments) is ?4,159 crore.

J2ES Nashik is one of the first manufacturers of grain-oriented electrical steel (GOES) in India with a capacity of manufacture 50,000 tonnes per annum. The manufacturing facility of CRGO is situated at Nashik in the State of Maharashtra. The acquisition provides the Company with access to cutting-edge technology thereby aligning with its strategy of enhancing its value-added portfolio. In February 2024, JFE and the Company had established J2ESPL, with the aim of setting up an integrated greenfield project for manufacturing GOES

in India by 2027. Now, through this acquisition, J2ESPL has been able to achieve instant market access and can promptly establish an integrated system from manufacturing to sales of GOES in India.

4. Acquisition of Colour Roof (India) Limited by JSW Steel Coated Products Limited

JSW Steel Coated Products Limited (JSWSCPL), a wholly owned subsidiary of the company, has submitted a resolution plan for the corporate insolvency resolution process of Colour Roof India Limited (CRIL). A letter of intent has been issued informing JSWSCPL that the committee of creditors has approved its resolution plan and declared it as the successful resolution applicant. The completion of the transaction is subject to obtaining necessary approval from the National Company Law Tribunal, Mumbai.

CRIL has a colour coating line of 84,000 tonnes per annum, and a pre-coated metal profiling facility of 64,950 tonnes per annum.

C. MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES

1. Sustainability Governance

JSW Steel prioritises sustainable development as a key business objective. The Company's sustainability vision is driven by a desire to demonstrably contribute in a socially, ethically, and environmentally responsible way to the development of a sustainable society, and to ensure that the needs of future generations are not compromised while doing the same, thereby truly committing to sustainable development.

To make this vision a reality, a comprehensive strategy has been developed which is backed by a robust sustainability framework. This framework underpins and sets the tone for JSW Steel's 17 key focus areas across Environment, Social, and Governance (ESG); and consists of management standards, technical standards, policies, and guidance notes, as appropriate. The identification of the focus areas has been done through extensive materiality assessment to understand their impact and the level of contribution required. The identified key focus areas for the company which were considered material are: Climate change, Energy, Resources, Water resources, Waste, Wastewater, Air emissions, Biodiversity, Local considerations, Human rights, Indigenous people, Cultural heritage, Business ethics, Employee wellbeing, Supply chain sustainability, Sustainable mining and Social sustainability.

JSW Steel's sustainability strategy is built on a foundation of continuous improvement, risk-informed decision-making, and innovation. The Company integrates sustainability principles across its business operations, with a strong focus on decarbonisation, circular economy practices, inclusive development, and ethical governance. Strategic alignment with global frameworks ensures that JSW's sustainability roadmap remains responsive to emerging risks and stakeholder

expectations. The Company also drives sustainability implementation at the functional and plant levels through a system of decentralised accountability, ensuring ownership and measurable performance across its value chain.

Research and Development (R&D) plays a pivotal role in enabling JSW Steel to meet its sustainability commitments. The Company has been investing in low-carbon process technologies, alternative raw materials, and digital solutions to improve performance. In particular, JSW's R&D efforts focus on reducing carbon emissions through innovations in steelmaking processes, enhancing energy and resource efficiency, and developing sustainable product alternatives like high-strength and low-weight steels for green mobility and infrastructure. By embedding R&D into its sustainability strategy, JSW Steel is not only addressing environmental risks but also positioning itself as a future-ready, responsible manufacturer that prioritises long-term resilience through technology-driven sustainability solutions.

JSW Steel's sustainability framework is aligned to numerous national and international standards like ISO, IFC, UNGC, OECD, UNSDGs, UNGP-BHR, and the NGRBC's. The focus areas embody the long-term sustainability goals of the organisation addressing three core sustainability issues around climate action, nature action, and tackling inequalities. To create long-term value for all stakeholders, the Company has set specific targets and goals. The progress against the established strategy and set targets in terms of key performance indicators (KPIs) are being reviewed on a continual monthly basis by the Executive Committee (EC) of the company.

JSW Steel is committed to upholding the highest standards of governance by maintaining rigorous, transparent, and ethical operational practices across all levels of the organisation. The Company recognises that robust governance is integral to long-term value creation, stakeholder trust, and sustainable business growth. To this end, JSW Steel continuously strengthens its governance framework by embedding resilient systems, responsible management practices, and a culture of accountability. This ensures that decisionmaking processes are aligned with the Company's sustainability vision, ethical values, and regulatory expectations, fostering responsible growth in a dynamic global environment.

The Business Responsibility and Sustainability Committee of the Board of Directors provides oversight and governance through reviews of the progress on sustainability initiatives biannually. To ensure that a seamless mechanism is in place to review stakeholder issues periodically, JSW Steel has been undertaking extensive planning and process optimisation and investing in technology and innovation to limit sustainability risks and is committed to building a sustainable future for all.

2.    Tackling Climate Change

JSW Steel recognises its role as an industry leader and its responsibility towards creating a cleaner and sustainable planet for the future. To this end, the Company has developed a comprehensive climate action plan and has published its first 'Climate Action Report' (CAR) and have made it publicly available at https://www.jswsteel.in/sites/default/files/assets/ industrv/steel/IR/CSR/Sustainabilitv%20Reports/ JSW-Climate-Action-Report-2024-23052024.pdf. The Company's climate change ambitions, strategy, targets and plans are well documented in the report.

Whilst the Company has set a target to achieve 42% reduction in its CO₂ emissions by 2030, it has made significant progress in achieving its commitment towards climate change mitigation by reducing its CO_2 emission intensity by 30% from its base year of 2005 in FY 25. The achievement of the targets towards climate change forms a part of the climate related management incentives for the relevant business unit managers and employees of our operations.

To stay up-to-date with rapid developments related to climate change and monitor the progress of the mitigation efforts, the Company has constituted Climate Action Group (CAG) and Sustainability Action Group (SAG). The CAG and SAG, facilitated by the corporate sustainability team, operates as a central think-tank to formulate and drive our climate change mitigation strategy and actions towards a low-carbon future.

All our operations are guided by policies that focus on key areas of sustainability, encompassing Environmental, Social, and Governance (ESG) aspects. The Chief Sustainability Officer is responsible for overseeing the implementation of these sustainability policies, including those related to environmental management across our operations.

We are committed to building awareness and capacity among our workforce by providing training on the sustainability elements embedded in our policies. As part of our dedication to sustainable practices, we also conduct thorough due diligence on sustainability factors and policies during any mergers and acquisitions.

Further details of the climate change actions and performance are detailed in the integrated report.

3.    Energy

The specific energy consumption has reduced by ~21 % since 2005 through specific actions and use of best available technologies across its operations. The Company has set targets to shift towards cleaner energy sources to optimise its business processes and minimise energy consumption. JSW Steel has achieved the operationalisation of a 225 MW captive solar power plant and 557 MW of wind capacity, totalling to 782 MW out of proposed 825 MW that provides renewable energy (RE) for consumption in steelmaking. The Company's Board has already approved 2.5GW of RE capacity

 

installation combined with 320MWh of battery storage to provide clean energy for operations. The Company is continuously introducing and adopting energy-efficient systems and practices to conserve energy and optimise input costs.

4.    Water Management

The Company has achieved a specific water consumption level of 2.35 m3/tcs in FY 25 and has set a target of achieving specific water consumption (in steel production) of 2.21 m3/tcs by 2030. At present, all Company's operational sites maintain Zero Liquid Discharge. The Company continuously implements process enhancements to achieve better water conservation. All the plants have robust water management strategies in place to advance water stewardship goals.

The Company's water stewardship approach emphasises careful sourcing, and innovative and efficient water use. All plants have a water management plan in place, which is curated with meticulous planning and foresight. Water-efficient technologies have been implemented as part of the water stewardship approach. This will help to conserve, reuse, and recycle water to promote responsible water use.

5.    Circular Economy

The Company has prioritised waste minimisation and embraced circular economy models into its business operations, and achieved nearly 100% utilisation of all wastes generated during FY 2024-25. To further accelerate the transition to a circular economy, the Company's Dolvi plant has constructed a steel slag-based road, in collaboration with the Central Road & Research Institute (CRRI).

Further, the Company has established a robust supply chain for external post-consumer scrap, to increase the usage of recycled scrap in its steelmaking operations. In FY 2024-25, 200KT of external scrap was procured and utilised in the Company's operations to improve recycled contents in steel making.

The Company is also taking on an active global advocacy role in promoting resource efficiency and circular economy, being one of the founding members of the Resource Efficiency & Circular Economy Industry Coalition (RECEIC). The RECEIC was formulated to facilitate and foster greater company-to-company collaboration among the G20 countries to build advanced capabilities across sectors and value chains, bring learnings from diverse global experiences of the coalition members, and unlock on-ground private sector action to enhance resource efficiency and accelerate circular economy transition.

6.    Air Emissions

The Company has adopted several policies and measures to prevent, manage, and mitigate air emissions. The Company strategy focuses on reducing both point-source (such as stack emissions) and non-point source

 

(such as fugitive emissions) pollution. The Company has established stringent monitoring systems and deployed advanced emission reduction technologies to ensure compliance with environmental regulations.

The Company persists in enhancing and executing advanced pollution control systems while pursuing expansion and advancement in its strategies. The Maximised Emission Reduction of Sintering (MEROS) with Waste Gas Recirculation (WGR) System at Dolvi and Vijayanagar is designed as a special bag filter based dry gas cleaning system for sinter plants and has capabilities to significantly reduce dust emissions.

7.    Biodiversity

The Company is committed to the protection and management of biodiversity, with a target of achieving 'No Net Loss' by 2030. The Company is conducting specific biodiversity assessments and drawing up management plans for all its operational sites - to align its efforts in line with the Taskforce on Nature-related Financial Disclosures (TNFD). The biodiversity risks are a part of the company wide ERM process. The Company is one of the initial official TNFD adopters and is featured in a specific case-study by the GRI biodiversity pilot case studies among four other global companies.

8.    Product Sustainability

The Company has achieved notable milestones of having GreenPro certification for JSW Neosteel TMT bars, 14 categories of roofing sheets and becoming the first manufacturer to earn the GreenPro ecolabel for its automotive steel products. This recognition reflects the Company's leadership and steadfast commitment to sustainable practices, exemplified by its active involvement in developing the GreenPro Standard for automotive steel in India. The Company has obtained Environmental Product Declarations (EPDs) for all its finished products. EPDs enable the Company to transparently communicate environmental information to customers, offering reliable and standardised insights into the products' lifecycle. The Company's branded products, including Radiance, Colouron+, Silveron+, Vishwas+, and Vishwas, are all GreenPro certified. These certifications provide a choice to the customers to choose responsible products.

9.    Human Rights

The Company is committed to foster a culture of respect, accountability, and continuous improvement - ensuring that human rights considerations are deeply integrated into the business strategy. The Company achieved a notable milestone in its human rights journey - wherein, all its Integrated Steel Plants, along with its iron ore mining operations in Odisha and Karnataka, have now undergone rigorous human rights due diligence as part of its broader human rights programme, through which it endeavours to proactively identify, address, and mitigate potential human rights risks. The Company is an active member of United Nations Global Compact (UNGC) that promotes adoption of universal principles of

human rights, labour, environment and anti-corruption and take actions that advance societal goals.

10.    Supply Chain Sustainability

The Company is committed to deepening supplier engagement, expanding sustainability awareness, and driving continuous improvement within its supply chain. The Company took a significant step toward strengthening supply chain sustainability by completing a comprehensive sustainability assessment program targeted for its critical suppliers. As part of this initiative, over 100 suppliers were assessed, and the assessment results formed the foundation for corrective action plans that were provided to all assessed suppliers. Through structured assessments and targeted interventions, the Company aims to build a transparent, responsible, and resilient supplier ecosystem that aligns with its sustainability values.

11.    Responsible Steel Certification

The Company achieved a significant milestone receiving the prestigious ResponsibleSteel™ certification for four of its manufacturing sites that includes its Integrated Steel Plants in Vijayanagar, Dolvi, and Salem, along with its Downstream Rolling Mill at Tarapur. With this achievement, over 80% of the Company's primary steel production in India now comes from ResponsibleSteelTM certified sites.

12.    Corporate Social Responsibility

I n line with the Group's philosophy of ’Better Everyday', the Company has strived to deliver on its responsibilities towards its communities, people and society at large. The Company carries out its social development through JSW Foundation. The aim is to drive meaningful and sustainable change among communities (Direct Influence Zones and Indirect Influence Zones) across eight thematic areas.

JSW Foundation's interventions are oriented towards achieving better outcomes in the local context by adopting SAMMS approach- Strategic, Aligned, Multistakeholder, Measurable, Sustainable. The interventions aim to leverage the long-standing trust and engagement with the communities to enable a self-sustaining ecosystem of well-being.

The interventions range from improving learning ecosystem in educational institutions to provisioning of secondary and tertiary healthcare and strengthening of public health system, helping communities access basic sanitation and promoting hygiene, contributing towards water and environment conservation, facilitating farm and non-farm livelihoods and promoting sports.

Over the last nine financial years, the Company has steadily increased its CSR expenditure, demonstrating a d eepening commitment to social responsibility. CSR spending grew from ?53 crore in FY 2017-18 to a peak of ?235 crore in FY 2023-24.

During FY 2024-25, the Company's actual CSR obligation was ?297 crore. The Company has spent ?189 crore

towards CSR expenditure and the balance of ?108 crore was deposited in an escrow account for CSR spending in specified projects. Envisioning and achieving progress across intervention areas:

Education

JSW Foundation's all-encompassing approach to education involves interventions at various stages along a child's learning journey. The initiatives focus on a spectrum of aspects, ranging from Anganwadi to higher education. The initiatives cover a wide range of areas, such as, developing state-of-the-art infrastructure, refurbishing dilapidated structures, holistic early childhood education interventions, focusing on learning outcomes, building capacities of the teachers, strengthening school management committee (SMC).

Health and nutrition

JSW Foundation is committed to enhancing health and nutrition status of the community members with improved health services and facilities. The efforts under this focus area aim to enhance health and nutrition services at all levels of the healthcare value chain by increasing awareness, contributing to infrastructure development, and encouraging community engagement to support the nation's efforts.

Water, environment and sanitation

JSW Foundation undertakes an integrated approach towards water, environment and sanitation by ensuring access to safe drinking water, implementing long-term plans for sustainable water resource management and enabling water security for domestic and agriculture usage in communities. JSW Foundation has designed need-specific solutions in order to increase the availability of safe drinking water for the communities.

Waste management

JSW Foundation strives to improve existing waste management systems and generate awareness to move towards a circular economy. JSW Foundation is aligned to the government's Swachh Bharat Mission and focuses on reducing and eliminating the practice of mixed waste from its Direct Impact Zones (DIZ) and Indirect Impact Zones (IIZ) villages.

Skills and livelihoods

JSW Foundation focuses on increasing the employability opportunity through skills development of youth and women in rural areas with innovative solutions by reviving traditional hand weaving techniques of India. JSW Foundation partnered with National Skills Development Corporation (NSDC) and supporting Skills Impact Bond for employment linked skills development of youth.

Agri-livelihoods

JSW Foundation's efforts are aimed at sustainably enhancing incomes of individuals dependent on agriculture and allied sectors through institutional strengthening. The interventions aim to contribute to

secure, inclusive and sustainable agricultural practices by working alongside farmers to increase production and income, encouraging methods among farmers through a variety of demonstration farms, trainings, and grassroots capacity development. JSW Foundation has partnered with agriculture universities and Krishi Vigyan Kendra (KVK) to get new and innovative approaches for sustainable agriculture practices.

Promoting Sports

JSW Foundation is paving the way for the development of sports focusing on offering comprehensive and integrated solutions for communities from infrastructure support, to ensuring adequate nutrition and training to coaches, to partnering with government bodies and other organisations for growth. JSW Foundation promotes sports and provides a strong support system for India's athletes to accomplish the vision of transforming India's sports trajectory.

Art, culture and heritage

JSW Foundation has focused on developing a longterm preservation and restoration strategy to protect the country's heritage for future generations. Through active collaborations with organisations and initiatives that preserve and promote the art, culture and heritage of India, JSW Foundation is involved in establishing art precincts, restoring heritage structures, and preserving history. The Foundation also encourages artists to pursue their interest through Art Residency Programme at Hampi Art Lab.

The Company has a CSR policy in place that has been approved by the Company's Board of Directors and the same is available on the website of the Company at https://www.iswsteel.in/investors/isw-steel-investor-information-corporate-social-responsibilitv-policv

I n view of the solid foundation laid for the long-term proiects in this fiscal and the envisioned scaling up of the on-going CSR projects, the Company shall strive to create value for all the stakeholders. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this Report as Annexure A.

13. Health and Safety

JSW Steel continues to uphold its core philosophy of 'Better Every Day', reflecting its unwavering commitment to ensuring a safe, healthy, and sustainable work environment for employees, contractors, visitors, and the communities surrounding its operations. At JSW, safety is not treated as a standalone compliance metric, it is a strategic enabler of operational excellence and sustainable business growth. It is seamlessly woven into the Company's core values, growth vision, and its ambition to become a globally benchmarked organisation.

JSW's ’Vision 2030: Zero Harm' is the cornerstone of its health and safety strategy. This aspirational vision is not merely a target, but a transformative

journey aimed at embedding a culture of proactive safety, developing robust systems, leveraging digital innovation, and enhancing workforce capabilities. It reflects the Company's drive to eliminate workplace incidents, ensure total employee wellbeing, and set new benchmarks for industry-leading health and safety performance.

With an increasing scale of operations and diverse project environments, JSW Steel has embraced a multi-dimensional approach to safety. This approach integrates visible leadership, behavioural science, capability development, digital tools, and governance mechanisms, ensuring that safety is owned and practiced at every level-from boardroom discussions to shopfloor execution.

I n FY 2024-25, several milestone initiatives were rolled out to deepen the safety culture and build systemic maturity. These efforts were driven under three key strategic thrust areas along Digitisation and Innovation:

a)    Effective Leadership

?    Over 5.5 lakh safety observations were reported across the group, which helped to identify and mitigate unsafe acts and conditions

?    Third-party Safety Culture Surveys covered over 51000+ employees and contract workers across Vijayanagar, Dolvi, BPSL, Anjar and other sites, achieving >90% workforce coverage at Vijayanagar. These insights are driving behavioural science-based interventions, such as those initiated at Raigarh Steel.

?    Senior Officer level employees are now actively participating in safety observations and reviews, reinforcing frontline accountability.

?    Felt Leadership Program, in partnership with DSS+ (formerly DuPont), was conducted at BPSL and Salem, training senior leaders to drive visible, accountable, and proactive safety leadership on the ground.

?    Leadership Gemba Walks enabled senior management to directly engage with the workforce and model proactive safety behaviours on the shop floor.

b)    Robust Systems

?    Connected Workers (Rakshak)-The pilot project launched at Coke Oven- Dolvi works, considering 2500 employees and contract workmen to enhance workplace safety

?    Group-wide Safety Reward & Recognition (R&R) Guidelines established to promote a culture of positive reinforcement

?    Five Group Level Safety Subcommittees - Safety Observations & Audit (SO&A), Process Safety Management (PSM), Incident Investigation Subcommittee (IIS), Contractor Safety

Management (CSM), and Standards, Rules & Procedures (SR&P) - have been instituted to oversee specialised areas of safety governance

?    Cross-functional audits were carried out at Dolvi, Vijayanagar and BPSL's works focusing on Confined Space and Cellar work practices, ensuring alignment with best practices

?    PQA and CARES audits were successfully completed for 217 high-risk contractors across Integrated Steel Plants (ISPs) and Coated units, ensuring compliance with critical safety and performance standards

?    DVP (Digital Visual Platform)- Launched at Dolvi & Vasind works of JSW Steel Coated with AI use cases, including unique applications for PPE violations, unauthorized parking, and crowd detection, with real-time alerts and automated reports

?    National Safety Week 2025 was celebrated across the organisation with quizzes, awareness videos, safety posters, and interactive sessions, aligned with the theme 'Safety and Well-being Crucial for Viksit Bharat'.

?    As part of Road Safety Week, engaging events featuring virtual reality experiences, interactive games, and reward-based activities were organised to promote responsible driving practices among drivers

?    Progressive Consequence Management framework has been standardised across all ISPs to promote transparent, fair handling of safety violations

c) Competent Workforce

?    More than 95,000 workmen underwent skill and competency assessments, enabling tailored safety training interventions

?    Subject Matter Expert (SME) programme, launched in July 2024, has certified 1,071 SMEs from a pool of 2,012 trained participants. The comprehensive training modules cover key safety domains including Group Safety Standards, Lockout Tagout (LOTO), Machine Guarding, Work at Height (WAH), Scaffolding, Conveyor Safety, Electrical Safety, Road Safety, Contractor Safety Management (CSM), Personal Protective Equipment (PPE), Confined Space, and Crane Safety, equipping participants with deep technical knowledge and practical application skills

?    Safety Experience Centres are fully operational at Company's works at Vijayanagar, Dolvi, and BPSL's works (launched in February 2025), offering immersive, scenario-based training environments. A new centre is also under development at Salem works to further enhance experiential safety learning across locations

?    Group Health & Safety conducted TapRooT® Advanced RCA Team Leader Training, equipping 40 O&M and HSE professionals with structured methodologies to drive incident prevention, strengthen safety leadership, and enhance operational excellence

?    Continuous engagement through monthly campaigns, incident reviews, and safety skits has deepened workforce connection to safety culture

d) Digitisation and Innovation

?    Safety Chatbot was launched to provide 24/7 multilingual access to safety standards and documents via text or voice commands, simplifying information access

?    Virtual Reality (VR) training modules on Conveyor and Lancing Safety have been developed to provide high-impact risk visualization

?    The Proof of Concept (PoC) for Management of Change (MoC) Digital Twinning has been completed at Dolvi works, while PoC for Permit to Work (PTW) digitalisation is currently being implemented at both Vijayanagar and Dolvi works

JSW Steel remains firmly on its journey towards Zero Harm, continuously evolving its safety systems, strengthening its governance, and integrating cutting-edge digital solutions. Through deep-rooted leadership, robust systems, empowered people, and innovation-led digitisation, the Company aims to set new benchmarks for health and safety in the global metals and mining industry.

14. Human Resources

JSW Steel is deeply committed to empowering its people to thrive in a competitive and evolving industry. The Company recognises that its ability to deliver innovation, operational efficiency, and long-term value hinges on a highly skilled and engaged workforce, making it a workplace of choice through people-first initiatives.

The FY 2024-25 is characterised by a continued emphasis on strengthening technical, functional, and leadership capabilities, coupled with the accelerated adoption of digital technologies, all of which are integral to enhancing organisational effectiveness and sustaining long-term growth.

The Company remains committed to equipping employees with the skills necessary to meet the evolving demands of the steel industry. The newly established JSW Technical Academy, led by business leaders and subject matter experts, offers specialised training across 13 core job families, while the JSW Learning Academy provides a diverse range of learning activities with 700 learning paths. Additionally, the Skills Certification Platform provides world-class online resources to support employee development. The Company also introduced Learning Fests, a gamified

initiative designed to enhance engagement, featuring AI simulations and skill benchmarks to promote continuous learning in relevant areas.

JSW Steel continues to strengthen its leadership pipeline through targeted development initiatives such as the Strategic Leadership Development Program (SLDP) for current leaders and Future Fit Leaders (FFL) for high-potential employees. These programmes, delivered in partnership with renowned institutions such as Brown University, Cornell University, and the Indian School of Business (ISB), combine global best practices with JSW Steel's leadership philosophy. The Executive Coaching Programme further elevates effectiveness among top leadership, with dedicated counsellors providing personalised guidance.

JSW Steel remains unwavering in its commitment to fostering a diverse and inclusive workplace. The JSW Steel Diversity Council, comprising leaders from various business functions, drives diversity, equity, and inclusion initiatives across the organisation. Through targeted recruitment, career enablement programmes like 'Women of the Future', and comprehensive support systems such as the JSW 1-to-1 Maternity Support Programme, the Company is making significant strides toward its gender diversity goal of 15% by the year 2030.

The Company's efforts in creating a positive workplace culture are reflected in its ongoing recognition as a Great Place to Work for the fourth consecutive year. This certification underscores the high levels of trust and employee engagement built through comprehensive policies and initiatives, reflecting the company's commitment to fostering an environment where employees feel valued and motivated.

Safety remains a non-negotiable priority at JSW Steel, with the vision to be recognised as one of the safest workplaces. The Company implemented Vision Zero Harm through effective leadership, robust safety systems, and immersive VR/AR training. Additionally, the Company focused on employee well-being through JSW We Care, providing 24/7 confidential counseling services with approximately 600 sessions conducted monthly, benefiting nearly 11,000 registered employees and their dependents.

As part of its digitalisation journey, JSW Steel has embraced a cloud-based HR platform, creating a seamless user interface and mobile-optimised applications for convenient access to HR services. These technologies streamline processes and optimise decision-making, ensuring an employeecentric experience.

Moving forward, JSW Steel remains focused on aligning its HR strategy with the changing needs of the business. Through continuous efforts to enhance workforce diversity, expand digital capabilities, and ensure a steady pipeline of skilled talent, the Company is poised to build a resilient, future-ready workforce that will drive sustainable growth in the years to come.

 

Awards

?    Recognised as 2025 Sustainability Champion by World Steel Association for the 7^th consecutive year.

?    Received the National Sustainability Award 202324 for Large Integrated Steel Plants from the Indian Institute of Metals.

?    Ranked among the top 2 global steelmakers in the S&P Global Corporate Sustainability Assessment 2024

?    Included in the DJSI World and Emerging Markets Indices for the second consecutive year.

?    ET Edge award for Best Organization in Customer Experience 2024

?    Received British Safety Council 5- star rating and Sword of Honor award from British Safety Council

?    Received the Iconic Brands of India 2024 Award from ET NOW

?    Certified as Great Place to Work Feb 2025-Feb 2026, India and recognized as Best Employers in the category ’Among Nation-Builders 2025, India' from Great Place to Work

?    Won a Silver Award in the Thought Leadership category in content marketing at AFAQSIDigies 2025 for the Company's MSME - focussed film, highlighting the potential of MSMEs.

Refer Management Discussion & Analysis section for individual manufacturing location awards and recognitions received during the year.

D. CORPORATE GOVERNANCE

1.    Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ’Reserves' for the year ended March 31, 2025.

2.    Management Discussion and Analysis

Management Discussion and Analysis is provided as a separate section in the Integrated Report.

3.    Integrated Report

The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

The Company published its first Integrated Report the same year in line with the International Integrated Reporting Framework laid down by the International Integrated Reporting Council (IIRC) (now consolidated into IFRS Foundation). The framework pivots the Company's reporting approach around the paradigm of value creation and its various drivers.

It also reflects the Company's belief in sustainable value creation while integrating a balanced utilisation of natural resources and social development in its business decisions. An Integrated Report intends to

give a holistic picture of an organisation's performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting.

The previous integrated reports of the Company have been well-received by various stakeholders and have been recognised internationally for its disclosures. over the past seven years, the reporting approach of the Company has further evolved. Together with the integrated reporting framework laid down by IFRS Foundation, its disclosures have been mapped with other leading frameworks and guidelines.

These include:

?    Global Reporting Initiative (GRI) standards

?    United Nations Sustainable Development Goals (UN SDGs)

?    Carbon Disclosure Project (CDP)

?    Principles under United Nations Global Compact (UNGC)

?    National Guidelines on Responsible Business Conduct (NGRBC)

The necessary disclosures under these guidelines, together with the articulation of Company's approach to long-term value creation, have improved the Company's corporate reporting practices.

4.    Corporate Governance Report

The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereof (SEBI LODR Regulations) regarding corporate governance. A report on the Company's Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this Report and the same is also available on the website of the Company at https://www.iswsteel.in/investors/.

5.    Business Responsibility and Sustainability Report (BRSR)

The Company is committed to pursuing its business objectives ethically, transparently, and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society, as well as ensuring environmental wellbeing from a long-term perspective.

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is presenting the BRSR along with the Report on assurance of the BRSR Core from an Independent Assurance provider, Bureau Veritas (India) Private Limited to the stakeholders of the Company as part of this Integrated Report. The Report on assurance is also available on the website along with the BRSR report.

As stated earlier in this Report, the current financial year marks the eighth year of the Company's transition towards Integrated Reporting, focusing on the ’capitals approach' of value creation.

To facilitate transparent reporting of the data, the Company has implemented a digital reporting tool for the BRSR. This tool facilitates easiness and transparency of data along with time and effort savings of all internal stakeholders involved in BRSR.

The Eighth Integrated Report includes the Company's performance as per the IR framework for the period from April 1, 2024 to March 31, 2025. The Company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRSR as per SEBI's directive as well as guidelines for integrated reporting and the Global Reporting Initiative (GRI). The Report which forms a part of the Annual Report, along with all the related policies, can also be viewed on the Company's website: https://www.iswsteel.in/investors/isw-steel-financials-annual-reports.

6. Directors and Key Management Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 (the Act) and in terms of the Articles of Association of the Company, Mr. Gajraj Singh Rathore (DIN: 01042232) retires by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.

Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (Board) at its meeting held on January 25, 2024, the members of the Company at the 30^th AGM, held on July 26, 2024, re-appointed Mr. Jayant Acharya (DIN: 00106543) as a Whole-time Director of the Company, designated as Jt. Managing Director & CEO, for a further period of five years w.e.f. May 7, 2024.

I n terms of the amendment in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect from July 14, 2023, the continuation of the director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more, is subject to the approval of shareholders in the first general meeting to be held after March 31, 2024. In pursuance of Article 120 of the Articles of Association of the Company and in terms of the Subscription Agreement entered into by the Company with JFE Steel Corporation, Japan (JFE) on July 27, 2010, as approved by the Board, JFE is entitled to nominate for appointment, one (1) individual, who is acceptable to the Board, as a non-retiring director on the Board of the Company. JFE vide its letter dated May 5, 2017, nominated Mr. Hiroyuki Ogawa (DIN: 07803839) as its Nominee Director w.e.f. May 17, 2017, on the Board of the Company. Based on the recommendation

# Since the remuneration of these Directors/KMPs is for part of the year or part of the previous year, percentage increase/decrease in remuneration over previous year as well as the ratio of their remuneration to median remuneration is not comparable and hence not disclosed.

*Remuneration to Independent and Nominee directors include Commission and Sitting Fee.

**Executive Directors Remuneration includes taxable perquisite from Employee Stock Option Scheme. Decrease in remuneration in FY 2024-25 is on account of lower perquisite value of options exercised under ESOP in FY 2024-25.

*** Chairman and Managing Director's remuneration includes Commission. Decrease in remuneration is on account of lower commission in FY 2024-25.

(ii)    The median remuneration of employees of the Company during the financial year was ?8.57 lakh.

(iii)    In the Financial year, there was an increase of 2.16% in the median remuneration of employees.

(iv)    There were 15,793 permanent employees on the rolls of Company as on March 31, 2025.

(v)    Average percentage increase made in the salaries of employees other than the managerial personnel in FY 2024-25 and its comparison with the

 

of the Board, the shareholders in the 30^th Annual General Meeting, approved the continuation of office of Mr. Ogawa as a Nominee Director of JFE on the Board of the Company (Non-Executive & Non-Independent Director), for a period not exceeding five consecutive years with effect from April 1, 2024 and that he shall not be liable to retire by rotation.

On the recommendation of the Nomination and Remuneration Committee, Mr. Arun Sitaram Maheshwari (DIN: 01380000) was appointed as an Additional Director by the Board of Directors w.e.f. October 25, 2024, in terms of Section 161 of the Act and in terms of Article 123 of the Company's Articles of Association. Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors at its meeting held on October 25, 2024, members of Company by way of Postal Ballot appointed him as a Director of the Company and also approved his appointment as a Whole-time Director of the Company, designated as ’Director- Commercial & Marketing', for a period of five years, w.e.f. November 8, 2024 to November 7, 2029.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on October 25, 2024 appointed Mr. Sushil Kumar Roongta (DIN: 00309302), as an Additional Director of the Company, in the category of Independent Director, with effect from October 25, 2024, in terms of Section 161 of the Companies Act, 2013 and Article 123 of the Company's Articles of Association, to hold office upto the next Annual General Meeting. Pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company held on October 25, 2024, the members, by way of postal ballot, appointed Mr. Sushil Kumar Roongta as the Independent Director of the Company for a period of 5 years up to October 24, 2029.

Smt. Khushboo Goel Chowdhary, IAS (DIN: 03313434) has been appointed on the Board of the Company with effect from October 11, 2024, in place of Dr. Sateesha B.C., IAS (DIN: 08379733), as the Nominee Director of Karnataka State Industrial and Infrastructure Development Corporation Limited (KSIIDC), pursuant to the withdrawal of nomination of Dr. Sateesha B.C. w.e.f.October 11, 2024 by KSIIDC. The Board places on record its appreciation for the contribution of Dr. Sateesha B.C. during his tenure on the Board of the Company.

As reported in last report, during the FY 2023-24, the Board at its meeting held on May 17, 2024, appointed Mr. Swayam Saurabh as the Chief Financial Officer w.e.f. June 1, 2024, as Mr. Rajeev Pai, Chief Financial Officer, moved to a new role within the organisation and stepped down from the position of Chief Financial Officer of the Company w.e.f. June 1, 2024. The Board places on record its appreciation for the services rendered by Mr. Rajeev Pai during his tenure as the Chief Financial Officer.

The Board at its meeting held on January 24, 2025 appointed Mr. Manoj Prasad Singh as the Company Secretary (in the interim capacity) as Mr. Lancy Varghese resigned as the Company Secretary with effect from December 24, 2024. The Board places on record its appreciation for the services rendered by Mr. Lancy Varghese during his tenure as the Company Secretary.

Apart from the changes as mentioned above, there were no changes in the composition of the Board and the key managerial personnel of the Company during the year under review.

7. Particulars of Employees

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,

2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under: percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -

Average percentage increase in the managerial 8.78% remuneration

Average percentage increase already made    10.33%

in the salaries of employees other than the managerial personnel in the last financial year

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

8.    Policy on Directors' Appointment and Remuneration

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2025, the Board of Directors comprised of 12 Directors, of which 8 are Non-Executive Directors, including 2 Nominee Directors. The number of Independent Directors is 6 including 2 women directors.

The policy of the Company on Directors' appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the Company. The Policy is available on the Company's website: https:// www.iswsteel.in/investors/isw-steel-governance-and-regulatorv-information-policies-0.

More details on the Company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

9.    Declaration of Independence of Directors

The Company has received necessary declaration from each of the Independent Directors under Section 149(7)

of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI LODR Regulations.

I n the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors' Databank as on the date of this Report.

10.    Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto. The Directors expressed their satisfaction with the evaluation process.

11.    Auditors and Auditors' Report

(a) Statutory auditors and Audit report

At the Company's 28^th AGM held on July 20, 2022, M/s. S R B C & CO LLP (324982E / E300003), Chartered Accountants, were appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

Explanation to Statutory Auditor's Qualification on the consolidated and standalone financial statements

The auditors have expressed a qualified opinion on the consolidated and standalone financial statements solely due to the judgement pronounced by the Hon'ble Supreme Court on 2 May 2025 rejecting Company's resolution plan for Bhushan Power and Steel Limited (BPSL) summarised as below:

Statutory Auditor's Qualification Basis for Qualified Opinion

As stated in note 55 to the consolidated financial statements and note 56 (b) to the standalone

financial statements, the Company is in process of evaluating the possible legal remedies pursuant to the Hon'ble Supreme Court's rejection of Company's Resolution Plan for acquisition of Bhushan Power and Steel Limited (BPSL) and believes there is no adverse material impact on these financial statements. Pending the outcomes of the legal remedies being evaluated by the Company as stated in the said note and the final outcome of regulatory actions; and given the uncertainties involved in this regard, we are unable to assess the possible consequential effects thereof on these financial statements

Explanation

The Board has reviewed the impact of the judgement pronounced by the Hon'ble Supreme Court on 2 May 2025 rejecting Company's resolution plan for BPSL and disclosed the following in the notes to the financial statements:

The Hon'ble Supreme Court pronounced the judgment dated 2 May 2025, rejecting Company's resolution plan for BPSL, a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated 6 March 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC).

Consolidated Financial Statements:

The Company has carried out an assessment of control as per Ind AS 110 - "Consolidated Financial Statements" and based on legal opinion obtained by the Company, has concluded that the Company has control over BPSL as at the date of the balance sheet and have continued with the consolidation of BPSL financial statements with the Company.

The Company carrying amount of the net assets relating to BPSL included in the Consolidated Financial Results as at 31 March 2025 is 114,091 crores. Further the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated 6 March 2020 and judgement dated 2 May 2025, ESCROW Agreement with erstwhile lenders of the Committee of Creditors and legal opinion obtained by the Company, has concluded that the recoverable amount is sufficient enough to cover the carrying value of the net assets of BPSL and hence no provision is required to be made for the net assets included in the consolidated financial statements of the Company as on 31 March 2025.

Standalone Financial Statements:

The Company through its subsidiary Piombino Steel Limited ("PSL") had invested in BPSL and the

carrying amount of its investments in and loans given to PSL aggregates to 19,215 crores as at 31 March 2025. Further, the Company has carried out a recoverability assessment, considering the Hon'ble Supreme Court Order dated 6 March 2020 and the judgement dated 2 May 2025, the ESCROW Agreement with erstwhile lenders of Committee of Creditors and legal opinion obtained by the Company, and concluded that the recoverable amount is sufficient enough to cover the carrying values in the books and hence no provision is required to be made for the investments in and loans given to PSL as on 31 March 2025.

The Company, in consultation with its legal advisors, is in the process of evaluating all options to finalise the legal remedies including Review of judgement dated 2 May 2025 of the Hon'ble Supreme Court. Pending the outcome of such actions, no adjustments have been made since the Company believes that there is no adverse material impact on the Consolidated and Standalone Financial Statements as on and for the year ended 31 March 2025.

In the opinion of the Board, the Company has taken all steps to successfully revive BPSL to its present status as on today. Further, the Board is of the view that the Company's Resolution Plan for BPSL is in compliance with law and has implemented the Resolution Plan as approved by the National Company Law Appellate Tribunal and hence, would pursue the legal remedies that are available to appeal the said Order.

The Board is of the view the above notes in the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

(b) Cost records and Cost Auditor

Pursuant to Section 148(1) of the Act, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 23, 2025, has on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants (Firm Registration Number:

000001) to conduct the audit of the cost accounting records of the Company for FY 2025-26 on a remuneration of 123,00,000/- plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the members for ratification.

The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2024, was September 30, 2024, and the Cost Audit Report was filed in XBRL mode on August 16, 2024.

(c) Secretarial auditor and Secretarial audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., (ICSI Unique Code No:S1984TN002200) a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure B. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

Pursuant to the amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors have approved and recommended the appointment of M/s S. Srinivasan & Co., (ICSI Unique Code No:S1984TN002200) a firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct secretarial audit for a period of 5 (Five) years commencing from FY 2025-26 to FY 202930, for approval of the Members at ensuing Annual General Meeting of the Company. Brief resume and other details of M/s. S. Srinivasan & Co., Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. S. Srinivasan & Co., have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI LODR Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

Secretarial Audit of Material Unlisted Indian Subsidiary Companies

a) JSW Vijayanagar Metallics Limited

M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI Unique Code No:S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary i.e., JSW Vijayanagar Metallics Limited (JVML) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or

disclaimer. The Audit Report confirms that JVML has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Auditor is annexed herewith as Annexure B1.

b)    Bhushan Power & Steel Limited

M/s. S. Srinivasan & Co., Practicing Company Secretaries (ICSI Unique Code No:S1984TN002200), had undertaken secretarial audit of the Company's material subsidiary i.e., Bhushan Power & Steel Limited (BPSL) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Audit Report confirms that BPSL has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Auditor is annexed herewith as Annexure B2.

c)    JSW Steel Coated Products Limited

M/s. MMJC & Associates LLP, had undertaken secretarial audit of the Company's material subsidiary i.e., JSW Steel Coated Products Limited (JSCPL) for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Audit Report confirms that JSCPL has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI LODR Regulations, the Report of the Secretarial Auditor is annexed herewith as Annexure B3.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25 pursuant to Regulation 24A of the SEBI LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges on May 15, 2025, which is within 60 days of the end of the financial year ended March 31, 2025.

12. Risk Management

The Company has put in place a well-defined, robust Enterprise Risk Management (ERM) framework to identify and manage key risks for achieving its strategic objectives. This framework has matured over the past years.

The ERM framework provides a structured approach to identify, prioritise, manage, monitor, and report on key and emerging risks. The Company adheres to the globally recognised Committee of Sponsoring

Organisations (COSO) framework for ERM, which facilitates the seamless integration of internal controls into Company's business processes.

JSW Steel's risk management approach incorporates both bottom-up and top-down strategies. The bottom-up process involves the identification and regular assessment of risks by Company's plants and corporate functions, followed by the implementation of effective mitigation strategies. Concurrently, Risk Management Group (Senior Leadership Team) of the Company and the Risk Management Committee (RMC) of the Board of Directors adopt a top-down approach to identify and evaluate long-term, strategic, and macro risks to business.

The RMC, operating as a sub-committee of the Board of Directors, oversees the entire risk management process within the organisation. Chaired by an Independent Director, the RMC ensures that the Company's ERM framework effectively addresses the following critical aspects:

?    Prudently taking intended risks to plan for the best and prepare for the worst.

?    Executing decided strategies and plans with a focus on action.

?    Avoiding, mitigating, transferring (such as through insurance), or sharing (like through subcontracting) unintended risks, such as performance, incident, process, and transaction risks.

The probability of happening or impact of these risks is reduced through tactical and executive management, policies, processes, inbuilt system controls, MIS, and internal audit reviews.

The Company recognises that emerging and identified risks must be mitigated to:

?    Protect the interests of our shareholders and other stakeholders.

?    Achieve business objectives.

?    Enable sustainable growth.

The Committee has framed the Risk Management policy of the Company that is approved by the Board.

13. Internal Controls, Audit and Internal Financial Controls

The Company has a robust system of internal control, commensurate with the size and nature of its business and complexity of its operations.

Internal control

The system of internal control includes following significant features.

?    Preparation of annual budgets and its regular monitoring.

?    Control over transaction processing and ensuring integrity of accounting system by deployment of integrated ERP system.

?    Well documented authorisation matrix, policies, procedures and guidelines covering all important operations of the Company.

?    Deployment of compliance tool to ensure compliance with laws, regulations and standards.

?    Adequate insurance of the Company's assets / resources to protect against any loss.

?    A comprehensive Information Security Policy and continuous updation of IT systems.

The Board has appointed Audit Committee members which comprises Independent Directors who are experts in their field.

The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls and monitors implementation of audit recommendations.

Internal audit

The Company has a strong and independent internal audit function that inculcates global best standards and practices of international majors into the Indian operations. Internal Audit Department consists of professionally qualified accountants and engineers. The Chief Internal Auditor reports directly to Chairman of Audit Committee. Internal Audit Department has successfully integrated the COSO framework in its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its functions, which creates effective checks and balances within the system to arrest all possible gaps. The internal audit team has access to all information in the organisation - this is largely facilitated by ERP implementation across the organisation.

The Company has implemented an internal audit software to record, track and close internal audit observations.

At the start of the year, Internal Audit function prepares an Annual Audit Plan after considering business and process risks. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. In addition, the Company uses services of external expert firms including reputed accounting firms to conduct audit of critical areas.

Internal financial controls

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.

The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies,

processes controls, IT General Controls and Standard Operating Procedures (SOP).

The entity-level policies include antifraud policies (such as Code of conduct, Conflict of interest, Confidentiality and Whistle Blower policy) and other polices (such as organisation structure, insider trading policy, HR policy, IT Security policy, Treasury policy and Business Continuity and disaster recovery plan). The Company has also prepared risk control matrix for each of its processes such as procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, record to report and enterprise level controls.

These internal controls are reviewed by internal and statutory auditors every year. The Company has carried out evaluation of design and effectiveness of these controls and noted no material weaknesses which can impact financial reporting.

14.    Share Capital

The Company's Authorised Share capital during the financial year ended March 31, 2025, remained at 11,09,80,00,00,000 divided into 70,30,00,00,000 (Seven thousand and thirty crore only) equity shares of face value of 11 (Indian Rupee one only) each and 3,95,00,00,000 (Three hundred and ninety-five crore) preference shares of face value of 110 (Indian Rupees Ten only). The Company's paid-up equity share capital remained at 12,44,54,53,966 (Rupees Two hundred and Forty-four crore fifty-four lakhs fifty-three thousand nine hundred and sixty-six only) comprising 2,44,54,53,966 (Two hundred and Forty-four crore fifty-four lakhs fifty-three thousand nine hundred and sixty-six) equity shares of 11 each whereas the paid-up preference share capital of the Company for the financial year ended March 31, 2025 was Nil.

15.    Deposits

The Company has not accepted any deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposits) Rules, 2014 and Companies (Accounts) Rules, 2014.

16.    Foreign Currency Bonds

As on March 31, 2025, the outstanding Notes issued by the Company in the international market are aggregating to US$ 1.40 billion and outstanding Notes issued by an overseas subsidiary of the Company is US$750million. These notes are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST). In addition, bonds aggregating to US$ 185 million have been issued by Jefferson County Port Authority, (a port authority, a body corporate, politic organised and existing under the laws of the State of Ohio, USA), the proceeds of which were utilised for extending a loan to JSW Steel USA Ohio, Inc., a subsidiary of the Company. The outstanding value of notes as on March 31, 2025 is US$ 185 million.

Director(s), excluding Independent Directors, under the OPJ ESOP Plan.

I n addition to the above, pursuant to the approval of the shareholders at the 30^th AGM held on July 26, 2024, a total of 60,00,000 options would also be available to the eligible employees of the Company and its Director(s), excluding Independent Directors, out of which upto 20,00,000 options would be available for grant to the eligible employees of the Indian Subsidiary Company(ies) of the Company and its Director(s), excluding Independent Directors. If such 20,00,000 options are not utilised for the employees of the subsidiaries, the Committee may at its discretion, grant such options to the eligible employees of the Company.

The shareholders at the 30^th AGM, also approved certain other amendments in the Plan. The rationale for the variations in the Plan were to continue with the Company's rewards philosophy of employee stock options and align employee efforts with organisational outcomes, align the Plan with the revised SEBI Regulations and carry certain editorial and consistency changes. The amendments were not detrimental to the

 

17.    Issuance of Non-Convertible Debentures

During the year FY 2025, the Company issued and allotted two tranches of Non-Convertible Debentures (NCDs) to investors on private placement basis comprising of 8.35% per annum Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of ?1 lakh each of the Company, aggregating to 11,750 crore (Rupees One Thousand Seven Hundred and Fifty crore only) with a tenor of 5 years and 8.43% per annum Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of 11 lakh each of the Company, aggregating to 1500 crore (Rupees Five Hundred crore only) with a tenor of 7 years.

As on March 31, 2025, the outstanding NCDs issued by the Company aggregate to 111,625 crore. All the outstanding NCDs are listed on BSE Limited.

18.    Credit Rating

During the FY 2024-25, the credit ratings of the Company were reaffirmed and remained unchanged. The summary of the Credit Ratings is as under:

Â	Domestic
Â	CARE Ratings ICRA		India Ratings and Research
Rating for Long Term Bank Facilities, Non-Convertible Debentures of JSW Steel Limited	CARE ’AA' ICRA ’AA' Stable Stable		’IND AA' Rating Watch with Developing Implications*
Ratings for the ShortTerm Bank facilities and Commercial Paper of JSW Steel Limited	CARE A1+ ICRA A1 +		Not rated
*While India Ratings and Research had re-affirmed the rating at 'AA' with Stable outlook in March 2025, they have changed the outlook to Rating Watch with Developing Implications in May 2025 considering the Supreme Court judgement on the BPSL acquisition matter
Â	Â	International
Â	Â	Moody's	Fitch
Long Term Corporate Family Rating/ Issuer Default Rating and senior unsecured notes of JSW Steel Limited		Ba1’Stable'	BB ’Stable'
Senior unsecured rating on Periama Holdings LLC		Ba1’Stable'	BB ’Stable'
Guaranteed revenue bonds issued by Jefferson County Port Authority		Ba1’Stable'	Not rated

In November 2024, Moody's Investors Service has affirmed JSW's Corporate Family Rating (CFR) and its senior unsecured notes rating at Ba1 with Stable Outlook. At the same time, Moody's has also affirmed senior unsecured rating on Periama Holdings LLC, a wholly owned subsidiary of the Company and the rating on the $185 million guaranteed revenue bonds issued by Jefferson County Port Authority at Ba1 with Stable Outlook.

In July 2024, Fitch Ratings affirmed the Company's Issuer Default Rating (IDR) at ’BB'. The Outlook is Stable. The agency has also affirmed the rating on the outstanding bonds of the Company and its subsidiary Periama Holdings LLC at ’BB' Stable.

In March 2025, CARE Ratings Ltd has reaffirmed the Company's Issuer Rating and rating for Long Term Bank Facilities and Non-Convertible Debentures to 'CARE AA'; with Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at 'CARE A1+'.

In March 2025, ICRA Limited has reaffirmed the Company's rating for Long Term Bank Facilities and NonConvertible Debentures to '[ICRA] AA'; Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at '[ICRA] A1+'.

While India Ratings and Research had re-affirmed the rating at ’AA' with Stable Outlook in March 2025, they have changed the outlook to Rating Watch with Developing Implications in May 2025 considering the Supreme Court judgement on the BPSL acquisition matter.

19. Employee Stock Ownership Plans (ESOP Plans)

The Board of Directors of the Company, at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP 2016 Plan) and at its meeting held on May 21, 2021 formulated the Shri. OP Jindal Employees Stock Ownership Plan (JSWSL) - 2021 (OPJ ESOP Plan) and JSWSL Shri. OP Jindal Samruddhi Plan - 2021 (JSWSL OPJ Samruddhi Plan 2021), to be implemented through the JSW Steel Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. These ESOP Plans involve acquisition of shares from the secondary market.

ESOP 2016 Plan:

A total of 2,86,87,000 options were available for grant to the eligible employees of the Company and its Director(s), excluding Independent Directors and promoter Directors, and a total of 31,63,000 options were available for grant to the eligible employees of the Indian Subsidiaries of the Company and their Director(s), excluding Independent Directors, under the ESOP 2016 Plan.

As against this, 1,59,44,271 options have been granted over a period of three years under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its Indian subsidiaries, including the Whole-time Directors of the Company.

There were no material changes in the ESOP 2016 Plan during the year and the same are in compliance with the ESOP Regulations.

OPJ ESOP Plan:

A total of 47,00,000 options were available for grant to the eligible employees of the Company and its Director(s), excluding Independent Directors and promoter Directors, and a total of 3,00,000 options were available for grant to the eligible employees of the Indian Subsidiaries of the Company and their

interests of the employees/ directors of the Company, its subsidiary companies or holding company, if any.

The maximum value and share options that can be awarded to eligible employees is calculated by reference to certain percentage of individuals fixed salary compensation. 25% of the grant would vest at the end of the first year, 25% of the grant would vest at the end of the second year and 50% of the grant would vest at the end of the third year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting. 40% of the grants vesting are linked to employees continuing in service and the balance 60% grant vesting is linked to achievement of business targets in the respective years of vesting.

As against the above options, 13,35,285, 16,10,800, 12,16,672 and 12,13,539 options have been granted during FY 2021-22, FY 2022-23, FY 2023-24 and FY 2024-25, respectively, under this plan by the JSWSL ESOP Committee/Nomination and Remuneration Committee of the Board of the Company to the eligible employees of the Company and its Indian Subsidiaries, including the Whole-time Directors of the Company.

JSWSL Shri. OP Jindal Samruddhi Plan - 2021

JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 (JSWSL OPJ Samruddhi Plan 2021/Plan) was approved by a special resolution passed by the shareholders of the Company on July 21, 2021. The Plan is applicable only for permanent employees of the Company and its Indian subsidiaries, working in India (excluding a probationer and a trainee) in the grade L01 to L15 (Eligible Employee), who are not covered under the OPJ ESOP Plan.

Grant of stock options under the Plan shall be as per the terms and conditions as may be decided by the ESOP Committee/Nomination and Remuneration Committee from time to time in accordance with the provisions of Companies Act, 2013, the rules made thereunder and ESOP Regulations. The Plan implemented through the JSW Steel Employees Welfare Trust (ESOP Trust) involves acquisition of equity shares of the Company from the secondary market for this purpose.

A total of 67,00,000 options were available for grant to the eligible employees of the Company and a total of 13,00,000 options were available for grant to the eligible employees of the Indian subsidiaries of the Company, under the Plan. Out of the grants made against the said available options, 14,45,450 granted options got lapsed on separation of employees upon resignation before full vesting of grants made to them, and, consequently, again became available for granting to the eligible employees.

As against the aforementioned available options, 79,09,150, 15,700, 11,94,200 and 3,26,400 options have been granted during FY 2021-22, FY 2022-23, FY 2023-24 and FY 2024-25, respectively, under this plan by the JSWSL ESOP Committee/Nomination and Remuneration Committee of the Board of the Company to the eligible employees of the Company and its Indian subsidiaries.

There were no material changes in the JSWSL OPJ Samruddhi Plan 2021 during the year and the same are in compliance with the ESOP Regulations.

The applicable disclosures relating to ESOP Plans, as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the amendments thereof (ESOP Regulation) pertaining to the year ended March 31, 2025, is posted on the Company's website at https:// www.iswsteel.in/investors/isw-steel-governance-and-regulatory-information-shareholders-information 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 Act is not applicable.

The Certificate from the Secretarial Auditors of the Company certifying that the Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the

Members, would be available for inspection during the meeting in electronic mode and the same may be accessed upon login to https://evoting.kfintech.com.

20.    Directors' Responsibility Statement

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

a)    In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b)    Such accounting policies have been selected and applied consistently and iudgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on March 31, 2025, and of the Company's profit for the year ended on that date.

c)    Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis.

e)    Internal financial controls were laid down to be followed and that such internal financial controls were adequate and operating effectively.

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

21.    Related Party Transactions

Related Party Transactions (RPT) that were entered into during the financial year were at arm's length basis and predominantly in the ordinary course of business. Specific approvals as required under the Companies Act, 2013 have been obtained for transactions that are not in the ordinary course of business.

The policy on dealing with RPT as approved by the Board is uploaded on the Company's website (https:// www.iswsteel.in/investors/isw-steel-governance-and-regulatorv-information-policies-0).

Regulation 23(4) of SEBI LODR Regulations states that all RPTs with an aggregate value exceeding ?1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders by means of an ordinary resolution. The provisions of Regulation 23(4) of SEBI LODR Regulations requiring prior approval of the

shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The amended Regulation 2(1) (zc) of the SEBI LODR Regulations has also enhanced the definition of related party transactions which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not. Further, any transaction between the Company or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries would be considered as RPTs regardless of whether a price has been charged.

Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the threshold of ?1,000 crore require approval of the shareholders of the Company.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions and subsequent material modifications between the Company and Related Parties. This policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPTs are placed before the Audit Committee which comprises of only Independent Directors for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and/ or entered in the ordinary course of business and are at arm's length. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPT under the Act, Regulation 23 of the SEBI LODR Regulations and compliance with arm's length requirements.

The Company did not enter into any contracts, arrangements or transactions with related parties that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under the Act, the prescribed Form AOC-2 is appended as Annexure C to the Board's report.

Please refer to Note No. 44 to the standalone financial statements, which sets out related party disclosures.

22. Subsidiaries, Joint Ventures and Associates

The Company has 43 subsidiary companies, 17 joint venture companies and 3 associate companies as on March 31, 2025. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

The Company has, in accordance with Section 129(3) of the Act, prepared consolidated financial statements of the Company and all its subsidiaries, associates and ioint ventures which form part of the integrated report. Further, the report on the performance and financial position of each subsidiary, associate and joint venture and salient features of their financial statements is forming part of the consolidated financial statements in the prescribed Form AOC-1.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI LODR Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company at www.isw.in.

The names of companies that have become or ceased to be subsidiaries, ioint ventures and associates during the year under review are as follows:

(i) Companies which have become subsidiaries, ioint ventures or associate companies during FY 202425:

S.No.	Name of the Company
Subsidiary
1.	JSW Mineral Resources Mozambique Limitada (with effect from July 15, 2024)
Joint ventures
1.	M Res NSW HCC Pty Ltd (with effect from August 16, 2024)
2.	Jsquare Electrical Steel Nashik Private Limited (with effect from September 27, 2024)*
3.	JSW JFE Electrical Steel Nashik Private Limited (Formerly known as thyssenkrupp Electrical Steel India Private Limited (with effect from January 30, 2025)**
Associate
1.	JSW Renewable Energy (Dolvi) Limited (with effect from September 30, 2024)

*During FY 2024-25, Jsquare Electrical Steel Nashik Private Limited (Jsquare) became ioint venture of JSW Steel Limited (JSWSL) pursuant to incorporation of Jsquare by JSW JFE Electrical Steel Private Limited (J2ES), a JV Company of JSWSL, as wholly owned subsidiary of J2ES.

**During FY 2024-25, JSW JFE Electrical Steel Nashik Private Limited (J2ESNPL) became ioint venture of JSW Steel Limited (JSWSL) pursuant to acquisition of J2ESNPL by Jsquare Electrical Steel Nashik Private Limited (Jsquare), the step-down ioint venture company.

(ii) Companies which have ceased to become subsidiaries, joint venture or associate companies (including joint venture Companies) during the FY 2024-25:

S.No. Name of the Company
Subsidiaries
1.	Purest Energy, LLC with effect from December 18, 2024*
2.	Caretta Minerals, LLC with effect from December 18, 2024@
3.	Nippon Ispat Singapore (PTE) Limited with effect from
Â	January 24, 2025#
4.	National Steel & Agro India Limited$

*    Pursuant to merger with its Holding Company, Periama Holdings, LLC

@ Pursuant to merger with its Holding Company, Planck Holdings, LLC

#    Pursuant to winding-up and liquidation

$ Pursuant to the Order of Hon'ble National Company Law Tribunal, Mumbai Bench, sanctioning the Composite Scheme of Amalgamation of National Steel & Agro India Limited with and into JSW Steel Coated Products Limited vide the order dated October 3, 2024 and filing of Form INC 28 by respective companies with Registrar of Companies.

23. Disclosures

(a)    Number of meetings of the Board of Directors

During the year, eight (8) board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of the SEBI LODR Regulations.

(b)    Audit Committee

The Audit Committee comprises of three Non-Executive Independent Directors. Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The members possess adequate knowledge of accounts, audit, finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the SEBI LODR Regulations. There are no recommendations of the Audit Committee that have not been accepted by the Board.

(c)    Copy of Annual Return

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013 (Act) copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 for FY 2024-25 is placed on the website of the Company and is accessible at the web-link: https:// www.iswsteel.in/investors/isw-steel-disclosure-46?section=investor.

(d)    Whistle blower policy/Vigil mechanism

The Company has a vigil mechanism named Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the corporate governance report. The whistle Blower Policy is placed on the website of the Company at the web-link: https://www.iswsteel. in/investors/isw-steel-governance-and-regulatory-information-policies-0.

The Whistle Blower Policy/Vigil Mechanism has been formulated by the Company with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or ethics policy or any other unethical or improper activity including misuse or improper use of accounting policies and procedures resulting in misrepresentation of accounts and financial statements and incidents of leak or suspected leak of unpublished price sensitive information. The Company is committed to adhere to the highest standards of ethical and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment

The Whistle Blower Policy/Vigil Mechanism also provides safeguards against victimization or unfair treatment of the employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the Audit Committee or the whistle blower reporting mechanism.

The following steps have been taken to strengthen the Whistle-blower Mechanism Awareness of the Policy:

1.    Regular communication from the Desk of Group HR to make employees aware of the policy.

2.    Display of email address and Toll-Free Phone numbers at prominent places in the offices and plant locations.

3.    Wallet Cards & Laptop Stickers showcasing the Ethics Helpline details shared with new joiners during their induction and placed at business centre.

4.    Awareness of Whistle-blower policy for new joiners covered during their induction.

5.    Complaints from suppliers and customers to be entertained.

Receipts of Complaints

1.    All the 'Complaints' under this policy may be reported via the Ethics Helpline or directly to audit committee chairman/ethics counsellor.

2.    The Ethics Helpline is a third-party service and is available in multilingual. 'Reporters' can access the helpline through Phone, Email, Web Portal or Post Box. The complaints are processed by trained professionals to assure collection of accurate information and protection of the 'Reporters' confidentiality

3.    The complaints after processing are forwarded to the Head of Group Ethics Committee, who in turn will forward to the Ethics Counsellor or to the Chairman of the Audit Committee as laid down in the Whistle-blower policy, with recommendations

If a complaint is received by any other executive of the Company, the same is forwarded to the Head of Group Ethics Committee for further processing to report to ethics counsellor with recommendation.

(e)    Particulars of loans, guarantees or investments under Section 186 of the Act

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

(f)    Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

The Hon'ble Supreme Court pronounced the judgment dated May 2, 2025, rejecting Company's resolution plan for Bhushan Power & Steel Limited (BPSL), a subsidiary of the Company and directing the refund to the Company of amounts paid to financial creditors and operational creditors of BPSL and equity contribution made in BPSL, basis the Hon'ble Supreme Court Order dated March 6, 2020. The Hon'ble Supreme Court also directed that liquidation proceedings be initiated by National Company Law Tribunal (NCLT) for BPSL under Section 33(1) of Insolvency Bankruptcy Code (IBC). (More information on this matter is given on page 336) There are no other significant or material orders passed by the regulators/courts/tribunals that could impact the going concern status of the Company and its future operations.

However, members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

(g)    Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

Information in accordance with the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed Annexure D hereto and forms a part of this Report.

(h)    Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received a total of 7 complaints pertaining to sexual harassment

during FY 2024-25. Of these, 6 were resolved during the financial year, while 1 complaint was pending for resolution as on March 31, 2025, which was resolved on April 11, 2025.

(i) Other disclosures / reporting

There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1)    Details relating to deposits covered under Chapter V of the Act.

2)    Issue of equity shares with differential rights as to dividend, voting or otherwise.

3)    Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4)    Receipt of secured/unsecured loans from its directors.

5)    Buy-back of the equity shares.

6)    Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company from any of its subsidiary companies of the Company.

7)    Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

8)    Details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year.

24. ACKNOWLEDGMENT

The Directors take this opportunity to express their appreciation for the cooperation and the continued support received from the Government of India, the State Governments of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat, West Bengal and Jharkhand, Government of Republic of Chile, Mauritius, Mozambique, Italy, the United States of America, the United Kingdom and Australia, regulatory authorities and stock exchanges and the financial institutions, banks as well as the shareholders and debenture holders and debenture trustees and all other stakeholders during the year under review. The Directors also wish to place on record their appreciation for the dedicated services rendered by all employees of the Company.

---

Mar 31, 2024

The Board of Directors of JSW Steel Limited ('JSW Steel' or 'Company') is pleased to present the Seventh integrated Annual Report, along with the financial statements of the company, for the financial year ended March 31, 2024. A brief summary of the company's standalone and consolidated performance is given below:

COMPANY PERFORMANCE

Financial Results

(Rs.in Crore)
Particulars		Standalone	Â	Consolidated	Â
Â	Â	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
I	Revenue from operations	135,180	131,687	175,006	165,960
ii	Other income	1,704	1,572	1,004	1,030
iii	Total income (I + II)	136,884	133,259	176,010	166,990
IV	Expenses:	Â	Â	Â	Â
Â	cost of materials consumed	72,337	75,321	93,590	94,456
Â	Purchases of stock-in-trade	363	963	1,164	1,514
Â	changes in inventories of finished goods, work-in-progress and stock-in-trade	(1,736)	(590)	(3,087)	(2,636)
Â	Mining premium and royalties	10,011	7,457	10,011	7,457
Â	Employee benefits expense	2,357	1,975	4,591	3,915
Â	Finance costs	6,108	5,023	8,105	6,902
Â	Depreciation and amortisation expense	5,435	4,952	8,172	7,474
Â	Other expenses	29,868	31,190	40,501	42,707
Â	Total expenses	124,743	126,291	163,047	161,789
V	Profit before share of profit / (losses) from joint ventures, exceptional items and tax (III-IV)	12,141	6,968	12,963	5,201
VI	Share of profit / (loss) from joint ventures (net)	Â	Â	(172)	(137)
VII	Profit / (loss) before exceptional items and tax (V+VI)	12,141	6,968	12,791	5,064
VIII	Exceptional items	39	-	(589)	(591)
IX	Profit before tax (VII-VIM)	12,102	6,968	13,380	5,655
X	Tax expenses / (credit):	Â	Â	Â	Â
Â	current tax	2,422	1,218	2,643	1,499
Â	Deferred tax	608	813	733	17
Â	Tax impact to earlier years	1,031	-	1,031	-
Â	Total Tax expenses	4,061	2,031	4,407	1,516
XI	Profit for the year (IX-X)	8,041	4,937	8,973	4,139
XII	Other comprehensive income	Â	Â	Â	Â
A	i) items that will not be reclassified to profit or loss	Â	Â	Â	Â
Â	a) Re-measurements of the defined benefit plans	@	(15)	4	(19)
Â	b) Equity instruments through other comprehensive	2460	(534)	2,929	(634)
Â	income	Â	Â	Â	Â
Â	ii) income tax relating to items that will not be reclassified to profit or loss	(286)	72	(344)	84
Â	Total (A)	2,174	(477)	2,589	(569)
B	i) items that will be reclassified to profit or loss	Â	Â	Â	Â
Â	a) Effective portion of gains and loss on hedging	(248)	(619)	(427)	(458)
Â	instruments	Â	Â	Â	Â
Â	b) Foreign currency translation reserve (FcTR)	-	Â	(122)	(1,031)
Â	ii) income tax relating to items that will be reclassified to profit or loss	(29)	216	37	154
Â	Total (B)	(277)	(403)	(512)	(1,335)
Â	Total other comprehensive income / (loss) (A+B)	1,897	(880)	2,077	(1,904)
XIII	Total comprehensive income / (loss) (XI+ XII)	9,938	4,057	11,050	2,235
Total profit /(loss) for the year attributable to:
Â	- Owners of the company	Â	Â	8,812	4,144
Â	- Non-controlling interests	Â	Â	161	(5)
Â	Â	Â	Â	8,973	4,139
Other comprehensive income/(loss) for the year attributable to:
Â	- Owners of the company	Â	Â	2,086	(1,846)
Â	- Non-controlling interests	Â	Â	(9)	(58)
Â	Â	Â	Â	2,077	(1,904)
Total comprehensive income/(loss) for the year attributable to:
Â	- Owners of the company	Â	Â	10,898	2,298
Â	- Non-controlling interests	Â	Â	152	(63)
Â	Â	Â	Â	11,050	2,235
@ less than ' 0.50 crore

Financial Management(A) Standalone Results

in FY 2023-24, the company reported its highest ever annual crude steel production at 22.26 MnT, with an average capacity utilisation level of 92% as against capacity utilisation of 91% in FY 2022-23. crude steel production increased by 6.7% y-o-y primarily due to the ramp-up of the Dolvi Phase ii expansion of 5 MTPA, which was commissioned in FY 2021-22, and additional production volumes from Raigarh unit pursuant to merger of JSW ispat Special Products Limited ('JiSPL') from July 31, 2023.

During the year, the company reported its highest ever annual steel sales volume at 21.22 MnT, which grew by 7.9% y-o-y. The company exported 2.25 MnT of steel, up 27.14% y-o-y and accounting for 10.6% of the total sales, as against 9.0% in FY 2022-23. Domestic sales stood at 18.97 MnT, an increase of 6.0% y-o-y. The domestic steel demand grew by 13.6% y-o-y to 136.25 MnT primarily due to the government's thrust on infrastructure, housing construction, the increasing share of manufacturing in GDP and increased demand from the auto sector. Sales of Value Added and Special Products (VASP) accounted for 61.2% of the total sales volume for the year.

Revenue from operations grew 2.7% y-o-y to '135,180 crore, primarily due to an increase in volumes, which grew by 7.9%, partly offset by lower sales realisations, down 4.8% y-o-y on account of the decline in steel prices attributed to lower international steel prices and increased imports at predatory pricing.

The company achieved an annual operating EBiTDA of '21,980 crore, an increase of 43.0% y-o-y with an EBiTDA margin of 16.3%. EBiTDA per tonne was at '10,357 during FY 2023-24, higher by 32.5% y-o-y primarily on account of lower coking coal prices, which were elevated in the previous year, lower power and fuel costs partially offset by decline in sales realisations and higher iron ore prices. The domestic iron ore prices were higher due to elevated international iron ore prices leading to increase in exports of iron ore /pellets, resulting in pressure on domestic supply. The depreciation and amortisation charge for the year was '5,435 crore, up 9.8% y-o-y due to depreciation charged on asset capitalisation for capital projects and sustaining capital expenditure. The finance costs for the year were '6,108 crore, an increase of 21.6% y-o-y primarily on account of higher borrowings and an increase in benchmark rates of domestic and foreign currency borrowings as the central banks across the world increased interest rates to contain inflation.

Profit after tax increased by 62.9% y-o-y to '8,041 crore. The company's net worth stood at '67,903 crore, as on March 31, 2024, vis-a-vis '58,031 crore, as on March 31, 2023. Gearing (net debt-to-equity) was at 0.67x (as against 0.57x) and net debt to EBiTDA stood at 2.31x (as against 2.37x).

Exceptional items for the year ended March 31, 2024, comprised of the following:

i)    impairment provision of '1,279    crore

towards investments and loans provided to a subsidiary in US and a reversal of impairment provision of '1,039 crore for loans given and financial guarantees provided to a subsidiary in Netherlands mainly on account of significant improvement in the business of its italian subsidiaries (refer note no. 53 of the standalone financial statements).

ii)    Pursuant to the merger of creixent Special Steels Limited ('cSSL') and JSW ispat Special Products Limited ('JiSPL') becoming effective on July 24, 2023 and July 31, 2023 respectively, (refer note no. 49 of the standalone financial statements) the existing investments of the company in cSSL as on July 31, 2023, have been fair valued as required by iND AS - 103 Business combinations and a resultant gain of '590 crore has been recognised as an exceptional gain.

iii)    The State of Goa enacted the Goa cess on Products and Substances causing Pollution ('Green cess') Act, 2013 ('Green cess Act') and thereby levied a cess on the handling or utilisation or consumption or combustion or movement or transportation etc, of certain products / substances (including coal and coke) causing pollution in the State of Goa (Green cess) at the rate of 0.5% of the sale value. in the present case, the company imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at berths operated by South West Port Limited ('SWPL') and SWPL has in turn challenged the legislative competence of the State of Goa to enact the Green cess Act by way of a writ petition before the Hon'ble High court of Bombay, Goa Bench. The Hon'ble High court of Bombay, Goa Bench, vide its judgement dated September 14, 2023 ('Writ Judgement'), dismissed the writ petition and upheld the constitutional validity of the Green cess Act and held that the State of Goa had competence to legislate the Green cess Act and levy the Green cess. in the light of the aforesaid development, the company has recognised a provision towards Green cess amounting to '389 crore for the period from 2013 till September 2023. SWPL and the company have filed a special leave petition before the Hon'ble Supreme court challenging the Writ Judgement, in which the Hon'ble Supreme court, vide its order dated December 7, 2023 ('interim Order'), issued notice on the Special leave petitions and directed the State of Goa to carry out assessments and issue demand notices to petitioners, upon which the petitioners would be liable to deposit 50% of the assessed demand. The company has

complied with the interim Order passed by the Hon'ble Supreme Court and paid the necessary deposit in accordance with the demand raised by the authorities. The matter is pending for hearing before the Hon'ble Supreme court.

(B) Consolidated Results

in FY 2023-24, the company reported its highest ever annual consolidated crude steel production of 26.43 MnT, with an average capacity utilisation of 92% at indian operations. crude steel production increased by 9.4% y-o-y primarily due to the ramp-up of the Dolvi Phase ii expansion of 5 MTPA which was commissioned in FY 2021-22, additional production volumes from Raigarh unit and Raipur unit pursuant to merger of JiSPL from July 31, 2023, increased production from Bhushan Power and Steel Limited ('BPSL') pursuant to ramp up of capacity post commissioning of the Phase 1 expansion to 3.5 MTPA and improvement in capacity utilisation at JSW Ohio due to improved steel demand in the US.

During the year under review, the company reported its highest ever annual steel sales volume of 24.78 MnT, up 10.7 % y-o-y. The consolidated india operations export of steel products stood at 3.4 MnT, up by 22.9% y-o-y and accounting for 14.2% of the total sales, as against 12.6% in FY 2022-23. The exports of steel products were higher in FY 2023-24 as there was no export duty levy during the year as compared to export duty levy of 15% between May 2022 and November 2022. The consolidated india operations domestic sales stood at 20.57 MnT, an increase of 7.7% y-o-y, driven by domestic demand for steel. The company achieved its highest year Value-Added Special Products ('VASP') sales at 14.65 MnT, an increase of 18.6% y-o-y and accounted for 61.2% of the total sales volume for the year.

The EAF-based steel manufacturing facility in Ohio, USA, produced 9,62,697 net tonnes of slabs during the FY 2023-24. capacity utilization was 66% during the year. Sales volumes for the FY 2023-24 stood at 2,58,492 net tonnes of Hot-rolled coil ('HRc') and 6,47,371 net tonnes of slabs.

in FY 2023-24, the company's consolidated revenue from operations grew by 5.5% y-o-y to '1,75,006 crore, primarily on account of the increase in dispatches by 10.7%, partly offset by lower sales realisations due to decline in international steel prices.

consolidated operating EBiTDA was '28,236 crore, an increase of 52.2% y-o-y with an EBiTDA margin of 16.1%. EBiTDA per tonne was '11,394 during FY 2023-24, higher by 37.5% y-o-y, primarily on account of the decline in coking coal prices, lower power and fuel costs, partially offset by lower sales realisations and increase in iron ore prices.

The domestic subsidiaries posted an operating EBiTDA of '5,025 crore, as against an operating EBiTDA of '2,791 crore during the previous year, primarily due to higher EBiTDA from JSW Steel coated Products Limited

and BPSL. The overseas subsidiaries posted an operating EBiTDA of '1,203 crore, as against an operating EBiTDA of '554 crore during the previous year, on account of higher profitability from US Baytown operations and JSW italy operations, and lower losses from the US Ohio operations.

The depreciation and amortisation charge for FY 2023-24 was '8,172 crore, registering a 9.3% y-o-y increase due to depreciation charged on asset capitalisation for projects and sustaining capex. Finance costs were '8,105 crore, an increase of 17.4% y-o-y, primarily due to higher borrowings increase in benchmark rates of domestic and foreign currency borrowings as the central banks across the world increased interest rates to contain inflation and asset capitalisation.

The company's net profit stood at '8,973 crore for FY 2023-24, vis-a-vis '4,139 crore in FY 2022-23. The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the company.

The company's net worth, as on March 31, 2024, was '69,669 crore compared to '59,588 crore, as on March 31, 2023. The company's spending on capex expenditure/acquisitions aggregated to '16,752 crore in FY 2023-24 versus Rs 14.214 crore in FY 2022-23. The company's consolidated net gearing (net debt-to-equity) as on March 31, 2024, stood at 0.93x (versus 0.89x as on March 31, 2023) and net debt-to-EBiTDA stood at 2.62x (versus 3.20x, as on March 31, 2023).

Exceptional items for the year ended March 31, 2024, comprised of the following:

•    Pursuant to the merger of creixent Special Steels Limited ('cSSL') and JSW ispat Special Products Limited ('JiSPL') becoming effective on July 24, 2023 and July 31, 2023 respectively (refer note no. 55 of consolidated financial statements), the existing investments of the Group in cSSL as on July 31, 2023, have been fair valued as required by iND AS 103 Business combinations and a resultant gain of '780 crore has been recognised as an exceptional gain.

•    Net gain amounting to '198 crore pursuant to sale of property, plant and equipment and mineral rights held by the wholly owned subsidiary of the company in West Virginia.

•    The State of Goa enacted the Goa cess on Products and Substances causing Pollution ('Green cess') Act, 2013 ('Green cess Act') and thereby levied a cess on the handling or utilisation or consumption or combustion or movement or transportation etc, of certain products / substances (including coal and coke) causing pollution in the state of Goa ('Green cess') at the rate of 0.5% of the sale value. in the present case, the company imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at berths operated by South

West Port Limited ('SWPL') and SWPL has in turn challenged the legislative competence of the State of Goa to enact the Green cess Act by way of a writ petition before the Hon'ble High court of Bombay, Goa Bench. The Hon'ble High court of Bombay, Goa Bench, vide its judgement dated September 14, 2023 ('Writ Judgement'), dismissed the writ petition and upheld the constitutional validity of the Green cess Act and held that the State of Goa had competence to legislate the Green cess Act and levy the Green cess. in the light of the aforesaid development, the company has recognised a provision towards Green cess amounting to '389 crore for the period from 2013 till September 2023. SWPL and the company have filed a special leave petition before the Hon'ble Supreme court challenging the Writ Judgement, in which the Hon'ble Supreme court, vide its order December 7, 2023 ('interim Order'), issued notice on the Special leave petitions and directed the State of Goa to carry out assessments and issue demand notices to petitioners, upon which the petitioners would be liable to deposit 50% of the assessed demand. The company has complied with the interim Order passed by the Hon'ble Supreme court and paid the necessary deposit in accordance with the demand raised by the authorities. The matter is pending for hearing before the Hon'ble Supreme court.

(C) Performance of Subsidiaries and Joint Ventures('JVs')

The company had 46 direct and indirect subsidiaries, 14 JVs and 2 associates, as on March 31, 2024, which includes certain domestic subsidiaries acquired or incorporated during FY 2023-24. As per the provisions of Section 129(3) of the companies Act, 2013 ("Act"), a statement containing the salient features of the financial statements of the company's subsidiaries, associates and JVs in Form AOc-1 is attached to the financial statements of the company. in accordance with provisions of Section 136 of the Act, the standalone and consolidated financial statements of the company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company at https://www.iswsteel.in/investors/ isw-steel-disclosure-46?section=financial-subsidiaries-india. The company shall provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the company on specific request made to it in this regard by the shareholders.

The details of the major subsidiaries and JVs are given below:

(I) Indian Subsidiaries

1) JSW Steel Coated Products Limited ('JSW Steel Coated' / 'JSCPL' ) along with its subsidiary National Steel & Agro Industries Limited

JSW Steel coated is the company's wholly owned subsidiary and caters to both domestic and

international markets. it manufactures value-added flat steel products comprising tin plates, galvanised and galvalume coils/sheets and colour-coated coils/sheets. JScPL has four manufacturing facilities at Vasind, Tarapur, Kalmeshwar and Khopoli in Maharashtra, one manufacturing facility in Bawal, Haryana and two manufacturing facilities in Rajpura, Punjab.

Pursuant to the corporate insolvency Resolution Process under the insolvency Bankruptcy code, 2016, the Resolution Plan submitted by JSW Steel coated for acquiring National Steel and Agro industries Limited ('NSAiL') was approved by the Hon'ble NcLT, Mumbai on May 19, 2023. JScPL has completed the acquisition of NSAiL on May 23, 2023 by infusing '621 crore as per approved Resolution Plan. NSAiL has a downstream facility with a 0.35 MTPA capacity to produce a variety of downstream products.

in FY 2023-24, JSW Steel coated reported a production of 4.16 MnT (Galvanising/Galvalume Tinplate products), an increase by 27.2% y-o-y. its sales volume increased by 20.2% y-o-y to 4.11 MnT. Operating EBiTDA increased to '1,525 crore from '293 crore in FY 2022-23, primarily on account of the decline in raw material prices like HR coils, Zinc and Aluminium prices, paint costs and lower conversion cost which was partially offset by lower sales realisation. The EBiTDA also improved as there were no one-off items such as inventory losses and payment of export duty, which impacted EBiDTA in the FY 2022-23. The operating EBiTDA per ton was ' 3,710 per ton and margin improved to 4.5% from 1.0% in FY 2022-23. Revenue from operations and net profit was '34,137 crore and '337 crore for FY 2023-24 vis-a-vis '29,807 crore and '261 crore for FY 2022-23, respectively.

Amalgamation of JSW Vallabh Tinplate Private Limited (JVTPL) and Vardhman Industries Limited (VIL) with JSW Steel Coated

The Board of Directors of JScPL at its meeting held on April 29, 2022, considered and approved the Scheme of Amalgamation pursuant to Sections 230-232 of the Act and other applicable provisions of the Act, providing for the merger of ViL and JVTPL, wholly owned subsidiaries of JSW Steel with JSW Steel coated by issuing shares of JSW Steel coated to JSW Steel. The said scheme was filed with the NcLT and the final hearing was held on May 3, 2023. The Hon'ble National company Law Tribunal ('NcLT'), Mumbai Bench passed an order sanctioning the Scheme on May 19, 2023, with 'Appointed Date' of April 01, 2022. JVTPL, ViL and JScPL filed the aforesaid Order with the Registrar of companies in the prescribed Form iNc-28 and the Scheme became effective from June 26, 2023 ('the Effective Date') and accordingly, JVTPL and ViL merged with JScPL and ceased to exist from the Effective Date. in

terms of the Scheme, JSW Steel Coated has issued 615 shares for every 1,000 shares held by JSW Steel in JVTPL, and 290 shares for every 1,000 shares held by JSW Steel in VIL

Amalgamation of National Steel and Agro Industries Limited ('NSAIL' or 'Transferor Company') with JSW Steel Coated

The Board of Directors of JSW Steel coated Products Limited ('JScPL' or 'Transferee company'), a wholly owned subsidiary of the company and the Board of Directors of National Steel and Agro Industries Limited ('NSAIL' or 'Transferor Company') a wholly owned subsidiary of JSCPL, at its meetings held on October 13, 2023 and October 9, 2023, respectively, approved a Scheme of Amalgamation of NSAIL with JScPL and their respective shareholders ('the Scheme') subject to requisite approvals, consents, sanctions and permissions of the shareholders, creditors, National Company Law Tribunal ('NCLT'), the Central Government and other concerned regulatory authorities, as may be necessary. Upon application of the Transferor and Transferee companies to the Hon'ble NCLT seeking directions to convene or dispense the shareholders'/ creditors' meetings, the Mumbai Bench of Hon'ble NCLT vide its order dated March 21, 2024, has admitted the application and dispensed meetings of shareholders, debenture holders and creditors. Further, as per the directions of the Hon'ble NCLT, the Transferor and Transferee companies have served notices upon regulatory authorities and a petition has been filed with Hon'ble NCLT for sanction of the Scheme. The appointed date for the said Scheme is October 1, 2023.

2)    Amba River Coke Limited ('ARCL')

Amba River Coke Limited ('ARCL') is a wholly owned subsidiary of the Company and has a 1 MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2023-24, ARCL produced 0.68 MnT of coke and 4.03MnT of pellets. The coke and pellets produced are primarily supplied to the Dolvi Plant of the Company.

Operating EBITDA for the year under review was at '519 crore as against '653 crore in the previous year. Its profit after tax decreased to '225 crore from '429 crore in FY 2022-23 primarily due to one-time exceptional gain of '241 crore on the discontinuation of lease accounting as per Ind AS 116 in FY 2022-23.

3)    Bhushan Power and Steel Limited ('BPSL')

On March 26, 2021, the Company completed the acquisition of BPSL by implementing the resolution plan approved under the IBC Code, basis an agreement entered with the erstwhile committee of creditors. The Company had entered a subscription and shareholder agreement with JSW Shipping & Logistics Private Limited ('JSLPL') through which the Company and JSLPL held equity of Piombino Steel Limited ('PSL') in the ratio of 49% and 51%,

respectively. Further, JSW Steel held optionally fully convertible debentures ('OFCDs') of PSL with a right to convert them into equity. In accordance with the approved resolution plan, BPSL was acquired as a wholly owned subsidiary of PSL.

In FY 2021-22, following BPSL's robust operational and financial performance, JSW Steel on October 1, 2021, exercised the option of conversion of the OFCDs, pursuant to which JSW Steel now holds 83.28% equity in PSL, and PSL became a subsidiary of JSW Steel with effect from October 1, 2021.

Consequent to the aforesaid conversion, the Company is controlling and managing BPSL through PSL and the financials have been consolidated with the Company.

BPSL operates a 3.50 MTPA integrated steel plant at Jharsuguda, Odisha and also has downstream manufacturing facilities at Kolkata, West Bengal and Chandigarh, Punjab.

For FY 2023-24, BPSL reported its highest ever annual crude steel production at 3.18 MnT. The crude steel production increased by 15.4% y-o-y primarily due to the ramp-up of the Phase I expansion to 3.5 MTPA which was commissioned in FY 2022-23. BPSL also produced pig iron of

0.52 MnT during FY 2023-24.

BPSL reported its highest ever annual steel sales of 2.96 MnT, up 17.5 % y-o-y. The total revenue from operations was at '21,893 crore as compared to '20,077 crore in the previous year. EBITDA increased from '1,805 crore in FY 2022-23 to '2,765 crore in FY 2023-24, primarily due to decline in coking coal prices, lower power and fuel costs and lower conversion costs partially offset by lower sales realisations. Profit after tax stood at '674 crore visa-vis '160 crore in FY 2022-23.

4)    JSW Industrial Gases Private Limited ('JIGPL')

JSW Industrial Gases Private Limited ('JIGPL') is a wholly owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar plant. Operating EBITDA for the year under review was at '40 crore as against '33 crore in the previous year. Profit after tax was at '19 crore compared to '18 crore in the Previous year.

5)    Neotrex Steel Limited ('NSL')

Neotrex Steel Limited is setting up a low relaxation pre-stressed concrete strand ('LRPC') facility with state-of-the-art line and a capacity of 1.44 lacs tons per annum ('LTPA') at Vijayanagar unit. JSW Steel had planned to enter into the business of manufacture of LRPC as the product offers higher margins and widens the basket of value-added products compared to direct sale of wire rods, which is an input for manufacture of LRPC. JSW Steel holds 80% equity stake in NSL and the balance 20%

is held by individual shareholders. NSL is currently operating 0.72 lacs ton per annum LRPC facility and the second phase of 0.72 lacs ton is expected to be commissioned in FY 2024-25. NSL manufactured 48,959 tons of LRPC during the FY 2023-24.

Operating EBITDA for the year under review was at '23 crore as against '9 crore in the previous year. Its profit after tax was '3 crore in FY 2023-24 as against '3 crore in FY 2022-23.

6)    JSW Vijayanagar Metallics Limited ('JVML')

JVML, a wholly owned subsidiary of the Company is setting up a 5 MTPA Steel manufacturing facility at Vijayanagar in the State of Karnataka which includes Blast Furnace ('BF'), Steel Melting Shop ('SMS'), Hot Strip Mill ('HSM') (including Plate Mill) and other auxiliary units (together 'the facility') to manufacture steel products across the supply chain.

On March 17, 2024, JVML started the commissioning of the reheating furnaces & roughing mills of the HSM facility relating to plate manufacture and reached desired level of output and capacity utilization by March 29, 2024.

JVML successfully commissioned its HSM at its integrated steel plant at Vijayanagar with a capacity of 5 MTPA and has made its first dispatch. The HSM facility has capability of manufacturing plates, coils and is equipped with advanced features such as Digital Reheating Furnaces, Evaporative Cooling System, Waste Heat Recovery System, Attached Edger in Finishing mills for accurate width control, Auto Steering Control, uniform mechanical properties and production of superior value-added grades.

The entire 5 MTPA integrated facility of JVML is expected to be commissioned by Q2 of FY 2024-25 and the ramp-up of the integrated facility is expected by end of Q3 of FY 2024-25.

7)    NSL Green Steel Recycling Limited ('NGSRL')

The Company has embarked on the journey of reducing its carbon footprint by setting a target of 1.95 TCO₂/Ton of steel from 2.52 TCO₂ by 2030. One of the steps the Company identified for achieving targeted CO₂ emission is an increase in the consumption of steel scrap. The Company sought for renowned shredder operators as a joint venture partner to primarily focus on shredding steel scrap in the vicinity of its manufacturing locations wherein scrap generated from industries such as automotive, consumer durables, railways, and ship breaking can be collected, shredded inhouse and then consumed by JSW Steel as coolant in its facilities viz. steel convertors, Electric Arc Furnaces (EAFs) and CONARC furnaces. Accordingly, the Company in the previous year entered into a joint venture agreement with National Steel Holding Limited ('NSHL') to establish

scrap shredding facilities in India using the state-of-the-art machinery, technical know-how and relevant processes. In furtherance of which, a company was incorporated under the name of NSL Green Steel Recycling Limited ('NGSRL') and entered in to a joint venture arrangement with NSHL. NSHL terminated the joint venture agreement during the current year under review to pursue some other business prospects. During the year, the Company acquired the equity share capital held by NSHL and NGSRL became wholly owned subsidiary of the Company. NGSRL is setting up a shredding facility near Dolvi Plant of 4,00,000 tons per annum capacity. During the year, NGSRL acquired land, tied up with the banker for its funding requirement and the equipment ordering is in progress. The project is under progress and expected to be commissioned in FY 2025-26.

8) Other Major Projects being undertaken by domestic subsidiaries

The Company, as a part of its long-term growth strategy, has initiated a few greenfield projects in the states of Odisha, West Bengal and Jharkhand.

• JSW Utkal Steel Limited ('JUSL') was formed for setting up an integrated 13.2 MTPA steel plant and a 900 MW captive power plant in Odisha.

In April 2022, JUSL, a wholly owned subsidiary of JSW Steel, received the environmental clearance ('EC') for setting up a 13.2 MTPA greenfield Integrated Steel Plant ('ISP') from the Union Ministry of Environment & Forest and Climate Change ('MoEF&CC'). The project is expected to generate employment opportunities in the region, which in turn will boost the economy of Odisha. Capital expenditure for the modern and environment-friendly ISP is expected to be approx. '65,000 crore including associated facilities. Total land required for the project is 2,950.31 acres, of which 2,677.80 acres was forest land, for which the Divisional Forest Officer, Mangrove Forest Division ('WL'), Rajnagar & the Collector on January 4, 2024 delivered documents pertaining to the handing over of possession for the total forest land admeasuring 2677.80 acres to JUSL. The non-forest land of 272.51 acres has already been leased in favour of JUSL by the State Government of Odisha.

Pursuant to the National Green Tribunal ('NGT') order dated March 20, 2023, the EC granted to JUSL with respect to two interconnected projects - an integrated steel plant and a captive jetty project in Odisha - was suspended, and after detailed review by EAC, the EC for steel plant and captive jetty was reinstated in September 2023 and January 2024 respectively, along with additional

compliances. The project is one of the largest in the manufacturing sector in India and the MoEF&CC accorded the EC after successful public hearings.

JUSL has earmarked budgets for social interventions under public health, education, skill development, social infrastructure, waste management, environment, drinking water, women empowerment, etc. Additionally, based on the environment impact assessment ('EiA'), JUSL has plans to incur expenditure for the environment protection and mitigation measures. JUSL has received consent from Odisha State control Pollution Board, to establish the first phase of crude steel at 4.15 MTPA and captive jetty at 52 MTPA.

JUSL is setting up 30 MTPA, 302 kms Slurry pipeline from the mines to Jatadhar Port. The slurry pipeline will enable seamless logistics for large volumes of iron ores and avoid constraints in rail transportation viz. inadequate supply of rakes, congestion points in the railway routes, etc. and substantial reduction in transportation cost vis-a-vis rail transportation. The project is under progress and expected to be completed in FY 2026-27. JUSL is also setting up 8 MTPA pellet plant at Jatadhar including land acquisition, land development, power, water and other infrastructure for the proposed integrated steel plant. The Pellet plant is expected to be commissioned in FY 2026-27. JUSL is in the process of obtaining the necessary approvals and licences for the project.

•    JSW Bengal Steel Limited ('JSW Bengal Steel') - As part of its overall growth strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the availability of key raw materials such as iron ore and coal, after the cancellation of the allotted coal blocks, the JSW Bengal Steel Salboni project has been put on hold.

•    JSW Jharkhand Steel Limited ('JJSL') - JJSL was incorporated up of a 10 MTPA steel plant in Jharkhand. The company is currently in the process of obtaining approvals and clearances necessary for the project.

(II) Overseas Subsidiaries

1) Periama Holdings LLC and its subsidiaries viz. JSW

Steel (USA) Inc (Plate and Pipe Mill Operation)

and its subsidiary (West Virginia, USA-based coal

mining operation)

a) The Baytown facility has a 1.2 MNTPA plate mill and a 0.55 MNTPA pipe mill. The facility is located near a port and is close to key

customers in the oil and gas industry. JSW Steel (USA) plate and pipe mill is in the process of modernising the existing facilities at Baytown, Texas. The first phase of modernisation was completed and commissioned in FY 2021-22. The second phase of the modernisation is expected to be completed in FY 2025-26. The unit produced 0.42 MNTPA of plates and 0.031 MNTPA of pipes with capacity utilisation of 44% and 6%, respectively. JSW Steel (USA) reported an EBITDA of $113.3 million ('940 crore), compared to $100.7 million ('832 crore) in FY 2022-23. EBITDA increased primarily on account of higher dispatches of plates and pipes, partially offset by lower EBITDA per tonne. The EBIDTA per ton was lower as compared to the previous year due to a decline in plate and pipe realisations, which was partially offset by lower input costs. In FY 2023-24, profit after tax was $28.1 million ('237 crore), compared to a profit after tax of $10.5 million ('110 crore) in FY 2022-23.

b) Coal mining operation Periama Holdings LLC has a 100% equity interest in coal mining concessions in West Virginia, US, along with permits for coal mining, and owns a 500 TPH coal-handling and preparation plant. During FY 2023-24, the Company sold its property, plant and equipment, and mineral rights for a consideration of $24 million ('198 crore) as operating the mines were not economically viable in absence of coal mining lease and plant lease which were terminated by the lessor in FY 2021-22.

2) Acero Junction Holdings, Inc (ACERO) and its wholly-owned subsidiary JSW Steel USA OHIO Inc (JSWSUO)

JSWSUO has steelmaking assets consisting of a 1.5 MNTPA electric arc furnace ('EAF'), a 2.8 MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo Junction, Ohio in USA.

JSWSUO operated at a capacity utilisation of 66% during FY 2023-24 compared to 40% in FY 2022-23. JSWSUO reported an EBITDA loss of $38.4 million ('315 crore) compared to EBITDA loss of $74.0 million ('579 crore) in FY 2022-23. Loss after tax was at $104.8 million ('858 crore), compared to loss after tax of $126.5 million ('1,000 crore) in FY 2022-23. JSWSUO incurred EBITDA loss during the year on account of decline in HRC sales realisation which was not fully offset by the lower input scrap prices, increase in fuel costs and inventory losses due to a sudden decline in sales realisations.

JSWSUO has undertaken capex project of installation of Vacuum Tank Degassing ('VTD') and Caster Dynamic Soft Reduction ('DSR') on one strand. The Implementation of a VTD and further

upgrades to Mingo Junction's Caster equipment will allow JSWSUO to compete with existing/under development modern facilities in serving the target market applications of HRC, API Pipe and Tube, and to supply to the Baytown facility with the majority of its slab substrate material.

In addition to improving the quality of existing product offerings, the VTD and DSR projects will allow JSWSUO access to the growing markets of HRC to support API applications, off shore wind plate, and others as well as positioning JSWSUO as a player in USA's renewable energy supply chain / market.

The project is expected to be commissioned in FY 2025-26.

3) JSW Steel Italy Piombino S.P.A. ('JSW Piombino') (formerly known as Aferpi S.P.A), Piombino Logistics S.P.A. ('PL') and GSI Lucchini S.P.A

JSW Piombino produces and distributes special long steel products. The Company has a plant at Piombino in Italy, comprising a rail mill (0.32 MTPA), bar mill (0.4 MTPA), wire rod mill (0.6 MTPA) and a captive industrial port concession. PL manages the logistics infrastructure of Piombino's port area. The port managed by PL has the capacity to handle ships up to 60,000 tonnes.

During FY 2023-24, rail mill production was 276,435 tonnes, up 36% y-o-y, with capacity utilisation at 77%, as against 56% in the previous year. Operating EBITDA was at €51.6 million ('446 crore) compared to an Operating EBITDA of €26.4 million ('202 crore). Profit after tax amounted to €35.3 million ('319 crore) as against profit after tax of €14.9 million ('139 crore) in FY 2022-23.

During FY 2022-23, JSW Piombino entered into two long term contracts for ~300,000 tonnes with Rete Ferroviaria Italiana ('RFI'), a private law company which operates under a public concession and is responsible for the national infrastructure for railway network in Italy.

A Memorandum of Understanding ('MOU') was signed between the Ministry of Industry and Made in Italy, the Tuscany region, the Municipality of Piombino and JSW Steel Italy SRL ('JSW SRL'). This MOU is intended to commence and relaunch the Steelworks site of Piombino.The MOU sets the conditions for efficient and sustainable state support for the production of rails. It is part of broader project to kickstart economic development of the region. The MOU provides for four months of collaboration for execution of a programme agreement i.e. Accordo di Programma ('ADP').

JSW Piombino has currently embarked on modernisation of the rail mill and is increasing the rail making capacity from 320,000 tonnes to 600,000 tonnes per annum. The investments at

JSW Piombino are aimed at making the rail mill more efficient, most modern, technologically advanced and best in class. The project envisages setting up of Tandem Mill, Head Hardening facility, and increase the length of rails from 108 to 120 meters resulting into increase in productivity, lower conversion cost, increase in range of products and quality improvement.

The project is expected to be commissioned in FY 2026-27.

(III) Joint Venture CompaniesStrategic acquisitions and joint ventures

1)    JSW JFE Electrical Steel Private Limited (Formerly known as JSW Electrical Steel Private Limited) ('JESPL')

The Company has formed a 50:50 joint venture -JSW JFE Electrical Steel Private Limited with JFE Steel Corporation, Japan ('JFE') on February 8, 2024, for the manufacture and sale of cold rolled grain oriented electrical steel products ('CRGO')using industry leading machinery, technical know-how, and JFE's energy efficient production technology developed through extensive R&D. The JV will manufacture the entire range of CRGO products at its proposed facilities at Vijayanagar, Karnataka, India and will be the first company to produce CRGO products with its entire chain of manufacturing processes in India.

JESPL is setting up the CRGO manufacturing facility in Karnataka with a planned investment of '5,500 crore and expected to be commissioned within a period of three years.

2)    JSW Severfield Structures Limited ('JSSL') and its subsidiary JSW Structural Metal Decking Limited ('JSWSMD')

JSSL operates a facility to design, fabricate and erect structural steel work and ancillaries for construction projects. The facility has a total capacity of 1,00,000 TPA at Bellary, Karnataka. JSSL produced 1,00,117 tonnes (including job work) during FY 2023-24. JSSL's EBITDA increased to '113 crore from '106 crore in FY 2022-23 while profit after tax increased to '30 crore from '27 crore.

JSW Structural Metal Decking Limited ('JSWSMD'), a subsidiary of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant's total capacity is 10,000 TPA. In FY 2023-24, JSWSMD's EBITDA was at '7 crore compared to '11 crore in FY 2022-23. Profit after tax was at '3 crore versus '4 crore in FY 2022-23.

3)    JSW MI Steel Service Center Private Limited ('MISI JV')

The Company and Marubeni-Itochu Steel Inc entered into a 50:50 JV agreement on the September 23,2011 to set-up Steel Service Centres in India.

Since then JSW MI Steel Service Center Private Limited has established a mark in the Industry for providing

World-class processed steel products and allied services. It is not just a collaboration of business ideas but also a confluence of philosophies and synergies of two Large conglomerates from india and Japan.

MiSi JV presently has 4 major steel service centres across india in the locations of Pune, Palwal, chennai and Ahmedabad with a total installed capacity of 1.15 MTPA.The key services offered are slitting, cut-to-length, blanking, inventory control and JiT steel solutions for the discerning customers from all industry segments.

With increased production capacities and enhanced product mix envisaged by the company in the future, the need for customized and ready to use steel solutions would be imperative from customers. The indian steel demand is on a robust growth path and this offers tremendous opportunity for MiSi JV to supply of high end processed steel to customers at large.

The move to set up these steel service centres is to leverage the expertise of service center operations of Marubeni worldwide and to utilise JSW Steel's sales network , pan india for sales of its world class technology products manufactured at its various plants. Going forward MiSi JV will continue to play a vital role of an intermediary between JSW Steel and its end customers with respect to processing, inventory management and distribution of steel products.

The service centre is equipped to process flat steel products, such as hot-rolled, cold rolled and coated products. Such products offer just-in time solutions to automotive, white goods, construction and other value-added segments. in FY 2023-24, EBiTDA was at '81 crore as against '50 crore in FY 2022-23. Profit after tax was at '35 crore versus '21 crore during FY 2022-23.

(D) Dividend

The Board of Directors of the company had approved a Dividend Distribution Policy on January 31, 2017, in accordance with the Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereof ('SEBi LODR Regulations'). The Policy is available on the company's website:    https://www.iswsteel.in/investors/isw-steel-

governance-and-regulatorv-information-policies-0 .

in terms of the policy, equity shareholders of the Company may expect dividend if the company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for declaration of dividend.

The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profit of the Company, in any financial year, subject to compliance of covenants with lenders/bondholders.

in line with the said policy, the Board of Directors have recommended a dividend of '7.30 per equity share on 2,44,54,53,966 equity shares ('3.40 last financial year per equity share on 2,41,72,20,440 equity shares) of '1 each of the Company, for the year ended March 31, 2024, subject to the approval of the members at the ensuing Annual General Meeting. This dividend payout ratio works out to 19.89% of the consolidated net profit for FY 202324. The total outflow on account of equity dividend will be '1,785 crore, vis a vis '822 crore paid out for FY 202223.

MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES1) Sustainability Governance

JSW Steel prioritises sustainable development as a key business objective. The company's sustainability vision is driven by a desire to demonstrably contribute in a socially, ethically, and environmentally responsible way to the development of a sustainable society, and to ensure that the needs of future generations aren't compromised while doing the same thereby truly committing to sustainable development.

To make this vision a reality, a comprehensive strategy has been developed which is backed by a robust sustainability framework. This framework underpins and sets the tone for JSW Steel's 17 key focus areas across Environment, Social, and Governance ('ESG'); and consists of management standards, technical standards, policies, and guidance notes, as appropriate. JSW Steel's sustainability framework is aligned to numerous national and international standards like iSO, iFC, UNGC, OECD, UNSDGs, UNGP-BHR, and the NGRBC. The focus areas embody the long-term sustainability goals of the organisation addressing three core sustainability issues around climate action, nature action and tackling inequalities. The identification of these focus areas has been done through extensive study to understand their impact and the level of contribution required. To create long-term value for all stakeholders, the Company has set specific targets and goals.

The Business Responsibility and Sustainability Committee provides oversight and governance through reviews of the progress on sustainability initiatives biannually. To ensure that a seamless mechanism is in place to review stakeholder issues periodically, JSW Steel has been undertaking extensive planning and process optimisation and investing in technology and innovation to limit environmental risks, and is committed to build a sustainable future for all.

Key sustainability focus areas:

•    Climate change

•    Energy

•    Resources

•    Water resources

•    Waste

•    Wastewater

•    Air emissions

•    Biodiversity

•    Local considerations

•    Human rights

•    indigenous people

•    Cultural heritage

•    Business ethics

•    Employee wellbeing

•    Supply chain sustainability

•    Sustainable mining

•    Social sustainability

2) Tackling Climate Change

JSW Steel recognises its role as an industry leader and its responsibility towards creating a cleaner and sustainable planet for the future. To this end, the Company has developed a comprehensive climate action plan and has published its first "Climate Action Report" publicly available at https://www.iswsteel.in/sites/default/files/ assets/industry/steel/iR/CSR/Sustainability%20Reports/ JSW-Climate-Action-Report-2024-23052024.pdf. The Company is taking a number of steps in its journey towards decarbonisation:

•    The Company has set a target to reduce its CO_2 emission intensity by 42% by 2030 (from 2005 base year), and become Net Neutral in carbon emissions for all operations under its direct control by 2050

•    The Company has earmarked USD 1.25 billion dollars towards initiatives to reduce our CO₂ emissions to achieve its 2030 target

•    As the Company aims to increase its capacity, it aspires to power its entire setup through 10 GW of renewable capacity by 2030

•    Another step initiated is to incorporate green hydrogen into our Direct Reduced iron ('DRi') plant at the Company's flagship unit Vijayanagar in the State of Karnataka -, propelling the Company forward in the production of low-carbon-emission steel

•    The Company a specific programme called 'Sustainable Energy Environment and Decarbonisation' ('SEED') at its operations to bring in changes at the grass root level to remain both operational and CO₂ emission efficient

•    The Company is also exploring for setting up a dedicated factory to cater the low carbon emission market

To stay up-to-date with rapid developments related to climate change, JSW Steel has constituted a Climate Action Group ('CAG'). The CAG, facilitated by the corporate sustainability team, operates as a central think-tank to formulate and drive the climate change mitigation strategy and actions towards a low-carbon future.

Further details of JSW Steel's climate change actions and performance are detailed in the integrated report.

3)    Energy

The Company has been steadily shifting towards cleaner energy sources to optimise its business processes and minimise energy consumption. The Company has set a target to transition from thermal to renewable energy usage for which it has planned installation of 10 GW renewable energy capacities by 2030. At present, JSW Steel has achieved the operationalisation of a 225 MW captive solar power plant that provides renewable energy for consumption in steelmaking.

The Company had entered into Power Purchase Agreement for procurement of 958 MW of renewable power (733 MW Wind and 225 MW Solar) earlier. Solar capacity of 225 MW was commissioned at Vijayanagar in Q1 of FY 2022-23 and the balance capacity of 733 MW wind power will be progressively commissioned by end of Q2 of FY 2024-25 across various plant locations. Subsequently, the company contracted for 79 MW (Solar and Wind) capacities at its Vijayanagar and Anjar locations, which will be commissioned by Q2 of FY 202526.

The Board of Directors has now approved entering into contract for procuring a hybrid renewable energy generation capacity of 600 MW (200 MW Solar and 400 MW Wind) along with 320 MWh battery storage at Vijayanagar for commissioning by Q3 of FY 2026-27. All the above renewable capacities are being set up under the group captive norms prescribed under the Electricity Act, 2023

in addition to this, the Company is continuously introducing and adopting energy-efficient systems and practices to conserve energy and optimise input costs.

4)    Product Sustainability

JSW Steel has achieved notable milestones, receiving GreenPro certification for JSW Neosteel TMT bars, 14 categories of roofing sheets, and becoming the first manufacturer to earn the prestigious GreenPro ecolabel for its automotive steel products. This recognition reflects the Company's leadership and steadfast commitment to sustainable practices, exemplified by its active involvement in developing the GreenPro Standard for automotive steel in india.

The GreenPro ecolabel is a Type-1 ecolabel, and represents the pinnacle of environmental sustainability and product performance in the indian manufacturing sector. The availability of the GreenPro ecolabel for the Company's automotive steel products empowers automotive manufacturers to prioritise sustainability in their supply chains.

in addition, the Company has obtained Environmental Product Declarations ('EPDs') for all its finished products from three of its integrated steel plants and three downstream plants. EPDs enable the Company to transparently communicate environmental information to customers, offering reliable and standardised insights into the products' lifecycle. The Company's branded products, including Radiance, Colouron+, Silveron+,

Vishwas+, and Vishwas, are all GreenPro certified. JSW Steel firmly believes that sustainable practices are not only essential for value creation but also offer significant long-term benefits for all stakeholders.

5)    Water Management

The company has set a target of achieving specific water consumption (in steel production) of 2.21 m3/ tcs by 2030. At present, all JSW Steel operational sites maintain Zero Liquid Discharge. The company continuously implements process enhancements to achieve better water conservation. All the plants have robust water management strategies in place to advance water stewardship goals. During the year, the company has been recognised for leadership in corporate transparency and performance in water security by global environmental non-profit cDP, securing a place on cDP's annual ’A List' (the only steel company in the world to achieve an A in Water Risk). This recognition underscores the Company's unwavering commitment to sustainable water management practices.

6)    Circular Economy

The company has prioritised waste minimisation and embraced circular economy models into its business operations and has achieved more than 99% of utilisation of all wastes generated during FY24. To push towards a 100% utilisation and demonstrate usability of steel slag in road and construction, the company's Dolvi plant has constructed a steel slag based road with the help of the Central Road & Research Institute (’CRRI’).

JSW Steel is taking an active global advocacy in promoting resource efficiency and circular economy being one of the founding member of the Resource Efficiency & Circular Economy Industry Coalition ('RECEIC'). The RECEIC was formulated to facilitate and foster greater company-to-company collaboration among the G20 countries to build advanced capabilities across sectors and value chains, bring learnings from diverse and global experiences of the coalition members, and unlock on-ground private sector action to enhance resource efficiency and accelerate circular economy transition.

7)    Air Emissions

Air pollution has adverse effects on the environment and human health. Particulate Matter ('PM'), nitrogen oxides ('NOx'), sulphur oxides ('SOx'), and other harmful gases are among the primary contributors to air pollution. JSW Steel has adopted several policies and measures to prevent, manage, and mitigate air emissions. The Company strategy focuses on reducing both point-source (such as stack emissions) and non-point source (such as fugitive emissions) pollution. JSW Steel has established stringent monitoring systems and deployed advanced emission reduction technologies to ensure compliance with environmental regulations.

JSW Steel persists in enhancing and executing advanced pollution control systems while pursuing expansion and advancement in its strategies. The Maximised Emission Reduction of Sintering ('MEROS') with Waste Gas

Recirculation ('WGR') System at Dolvi and Vijayanagar is designed as a special bag filter based dry gas cleaning system for sinter plants and has capabilities to significantly reduce dust emissions.

8)    Biodiversity

JSW Steel pursues the biodiversity conservation for the protection and management of biodiversity to obtain resources for sustainable development, having its target to achieve a "No Net Loss" by 2030. The Company is conducting specific biodiversity assessments and drawing up management plan for its operational site to align its efforts in line with the Taskforce on Nature-related Financial Disclosures ('TNFD').

At Vijayanagar, a biodiversity initiative to develop a green belt at Sasan Vana Biodiversity Park spanning 240 acres of land has been initiated. This initiative aims to create a thriving ecosystem that supports a diverse range of flora and fauna, promoting environmental sustainability and preserving the region's biodiversity.

At Salem, Mahavanam is an effort to grow ’Mini Urban Forests' in the Mecheri Union to reduce the average temperature by 2°C. The purpose of these mini forests is to increase green cover and offer a plethora of benefits such as lowering the temperature, reducing air and noise pollution, and absorbing up to 30 times more carbon.

9)    Corporate Social Responsibility

In line with the Group's philosophy of ’Better Everyday', the Company has strived to deliver on its responsibilities towards its communities, people and society at large. The Company carries out its social development through JSW Foundation. The aim is to drive meaningful and sustainable change among communities (Direct Influence Zones and Indirect Influence Zones) across eight cause areas.

JSW Foundation's interventions are oriented towards achieving better outcomes in the local context by adopting SAMMS approach- Strategic, Aligned, Multi-stakeholder, Measurable and Sustainable. The interventions aim to leverage the long-standing trust and engagement with the communities to enable a selfsustaining ecosystem of well-being.

The interventions range from strengthening educational institutions to provisioning of secondary and tertiary healthcare and strengthening of public health system, helping communities access basic sanitation and promoting hygiene, contributing towards water and environment conservation, facilitating women-centric livelihoods, and promoting agri-livelihoods approach.

In the last seven financial years, the Company has consistently increased the share of CSR expenditure.

The CSR spend done by the Company has increased every year, from '63 crore in FY 2018-19 to '235 crore in FY 2023-24.

During FY 2023-24, the Company's actual CSR obligation after set off was '298 crore. The Company has spent '235 crore towards CSR expenditure and the balance of

'63 crore was deposited in an escrow account for CSR spending in specified projects.

Envisioning and achieving progress across intervention areas:

Education

JSW Foundation all-encompassing approach to education involves interventions at various stages along a child's learning journey. The initiatives focus on a spectrum of aspects, ranging from Anganwadi to graduation to make quality education accessible to children. The initiatives cover a wide range of areas, such as, developing state-of-the-art infrastructure, refurbishing dilapidated structures, holistic early childhood education interventions, focusing on learning outcomes, building capacities of the ecosystem and providing scholarships for higher education.

Health and nutrition

JSW Foundation is committed to enhance India's health and nutrition status with improved health services and facilities. The efforts under this focus area aim to enhance health and nutrition services at all levels of the healthcare systems by increasing awareness, contributing to infrastructure development and encouraging community engagement to support the nation's efforts.

Water, environment and sanitation

JSW Foundation undertakes an integrated approach towards water, environment and sanitation by ensuring access to safe drinking water, implementing long-term plans for sustainable water resource management and enabling water security for domestic and agriculture usage in communities. JSW Foundation has designed need-specific solutions in order to increase the availability of drinking water for the communities.

Waste management

JSW Foundation strives to improve existing waste management systems and generate awareness to move towards a circular economy. JSW Foundation is aligned to the government's Swachh Bharat Mission and focuses on reducing and eliminating the practice of mixed waste from its Direct Impact Zones ('DIZ') villages and beyond.

Skills and livelihoods

JSW Foundation focuses on increasing the employability opportunity through skills development of youth and women in rural areas with innovative solutions. JSW Foundation partnered with National Skills Development Corporation ('NSDC') and supporting Skills Impact Bond for employment linked skills development of youth.

Agri-livelihoods

JSW Foundation's efforts are aimed at sustainably enhancing incomes of individuals dependent on agriculture and allied sectors. The interventions aim to contribute to secure, inclusive and sustainable agricultural practices by working alongside farmers to increase production and income, encouraging methods

among farmers through a variety of demonstration farms, trainings, and grassroots capacity development. JSW Foundation has partnered with agriculture universities to get new and innovative approaches for sustainable agricultural practices.

Promoting Sports

JSW Foundation is paving the way for the development of sports by focusing on offering comprehensive and integrated solutions for communities from infrastructure support, to ensuring adequate nutrition and training to coaches, to partnering with government bodies and other organisations for growth. JSW Foundation promotes sports and provides a strong support system for India's athletes to accomplish the vision of transforming India's sports trajectory.

Art, culture and heritage

JSW Foundation has focused on developing a longterm preservation and restoration strategy to protect the country's heritage for future generations. Through active collaborations with organisations and initiatives that preserve and promote the art, culture and heritage of India, JSW Foundation is involved in establishing art precincts, restoring heritage structures, and preserving history.

The Company has a CSR policy in place that has been approved by the Company's Board of Directors and the same is available on the website of the Company at https://www.iswsteel.in/investors/isw-steel-governance-and-regulatorv-information-policies-0

In view of the solid foundation laid for the long-term projects in this fiscal and the envisioned scaling up of the on-going CSR projects, the Company shall strive to create value for all the stakeholders. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this Report as Annexure A.

10) Health and Safety

The Company's organisational philosophy of "Better Everyday" continues to inspire and guide the Company in its unwavering commitment to making workplaces safer and healthier for all.

The Company is committed to provide a healthy and safe working environment for employees, contractors, business associates and visitors on premises and communities impacted by its operations. The Company aims to be compliant with all applicable health and safety legal requirements, and world-class Occupational Health and Safety ('OHS') management systems are being implemented and maintained across locations.

Safety performance has significantly improved across all Company integrated steel plants. During the financial year, the Company achieved notable improvements in key safety metrics compared to the previous year. This progress is the result of initiatives such as the skill assessment of all contractual workmen, stringent pre and post-qualification of contractors, and implementation of incident reduction measures with strong leadership support at the plant level.

Several other key initiatives were deployed during the year, including the "Cluster of Excellence - Safety" programme, employee engagement programmes, extensive skill assessments for new contract workers, hands-on safety training via Safety Experience centres and MySetu sessions, Process Safety Management ('PSM') initiatives, digitisation of critical safety processes, robust contractor safety management under the CARES programme, and structured safety leadership development programmes for senior leaders.

The introduction of the Corrective and Preventive Actions ('CAPA') module on the MySetu platform has been a significant step towards streamlining the horizontal deployment of lessons learned from past incidents. This initiative aims to enhance safety practices and prevent the recurrence of incidents across JSW Steel sites.

The safety experience centres at Vijayanagar and Dolvi have been great successes, and the Company is now establishing similar centres at other integrated steel plants like Salem, BPSL, and downstream units.

A comprehensive safety vision, 'Vision 2030 - Zero Harm,' has been formulated for the future, setting ambitious targets for achieving zero fatalities, zero lost time injuries, and zero harm over the next several years. JSW Steel has finalised the objectives and targets for all the plants during the Annual Business Plan workshop. By 2030, JSW Steel strives to be recognised as the world's safest organisation, where the implementation of the highest standards of safety leads to the greatest levels of productivity.

Safety will continue to remain an area of highest importance for the Company. The Company is committed to the goal of zero harm and will relentlessly work towards establishing industry-leading safety standards and practices.

The three strategic focus areas for health and safety are "Effective Leadership, Robust Systems, and Competent Workforce."

Key initiatives undertaken during FY 2023-24

1. Effective leadership

• A safety culture survey, involving 71% (3,265) of the workforce including contract workmen, was conducted at Raigarh.

•    Recognising the importance of leadership ownership in safety, JSW Steel has been conducting the Felt Leadership Programme across the Company. During FY 2023-24, this programme was organised at Salem and Raigarh, with a focus on nurturing a culture of safety leadership and accountability. Through interactive sessions and practical exercises, JSW Steel leaders are equipped with the necessary skills to inspire and drive a strong safety-first mindset within their teams.

•    Safety observations rounds: 5.2 lakh+ observation logged in FY 2023-24. Safety observations enable in identification of unsafe acts/unsafe conditions and correction of those improve the behavioural safety.

•    Gemba Walks: The Company's leadership team actively participates in Gemba Walkdowns, a structured process of observing and engaging with employees at their workplaces. These walkdowns provide valuable insights into the ground realities, enabling JSW Steel leaders to identify potential safety concerns and foster open communication with the workforce. By being present on the front lines, JSW Steel leaders demonstrate their commitment to safety and lead by example.

2. Robust system

•    The Corrective and Preventive Actions ('CAPA') module, introduced in January 2024, aims to streamline the horizontal deployment of lessons learned from incidents over the past five years.

•    The Cluster of Excellence: Safety ('CoE-Safety') initiative has been a driving force in JSW Steel safety journey. Through this programme, the Company identifies and implements best practices and actionable points across member sites, fostering a culture of continuous improvement and knowledge sharing.

•    The Company has embraced digitisation as a means to streamline its safety processes and enhance efficiency. At Dolvi Works, the Company successfully integrated the Contractor Prequalification ('CPQ') scores with JSW Steel enterprise resource planing ('ERP') system, ensuring compliance with the Contractor Safety Management ('CSM') Standard and promoting efficient safety practices. This initiative will be replicated across other sites, further strengthening the Company's contractor management processes.

•    Recognising the criticality of process safety in the Company's operations, the Company has implemented a comprehensive Process Safety Management ('PSM') programme.

•    To strengthen the knowledge and exposure of safety and Operations & Maintenance team towards international requirements and best practices, JSW Steel has organised National Examination Board in Occupational Safety and Health

('NEBOSH') international Certification on process safety. 74 staff members were trained during FY 2023-24.

•    Contractor safety management: The Company places utmost importance on the safety of the Company's contractors and their workforce. in FY 2023-24, the Company conducted validation audits through third party to evaluate the effectiveness of JSW Steel's contractor safety management practices at various sites. Additionally, the Company has implemented the Contractor Assessment and Rating for Excellence in Safety ('CARES') programme, evaluating over 4,400 contractors during the fiscal year, ensuring rigorous compliance with the Company's safety standards.

•    Group safety team of JSW Steel participated in Ministry of Steel meeting at Delhi for standardisation of safety guidelines of steel industry along with other industry peers. The Company led the development of five safety guidelines (CRM/Pellet/ Gas Based DRi/Asset Management & CSM).

3. Competent Workforce

•    The Company skill assessment programme for all integrated Steel Plants ('iSPs') has been a resounding success.

Total Workmen Assessed	Qualified	Identified for Retraining	Disqualified
95,498	82,368	5,507	7,623

Simultaneously existing workmen are also being assessed for skills and identified training needs.

•    Safety experience centre: To provide hands-on safety training and enhance practical knowledge, the Company has established state-of-the-art Safety Experience Centres. The facility at Vijayanagar and Dolvi Works is already operational and the Company is extending similar centres to BPSL and Salem. These immersive training environments simulate real-life scenarios, enabling our workforce to develop practical skills and reinforce safe work practices.

•    Health and safety competency framework: The Company has developed a comprehensive health and safety competency framework for its safety professionals. This framework provides a structured approach to assess and enhance the competencies of our safety personnel, ensuring they are equipped with the necessary knowledge and skills to drive safety excellence across our operations.

Employee engagement programme: The Company actively promotes employee engagement in safety through various initiatives, such as incident reviews, audits, safety skits and mass communications organised based on monthly safety themes. These programmes not only raise awareness but also foster a culture of ownership and responsibility towards safety among our workforce.

11) Human Resources

JSW Steel remains dedicated to nurture continuous learning and professional growth for each and every member of JSW Steel team. The Company's vision is to elevate expertise and equip everyone with the latest tools and techniques essential to excel. Looking at the future of business and changing priorities on the technology landscape for its industry, techno -functional skill development is one of its key focus areas for the coming years. in line with this, the Company recently launched the JSW Steel Technical Academy which is a curated and self-paced e-learning platform. The Company has partnered with the World Steel Association to ensure cutting-edge courses for every aspect of Steelmaking.

in addition to this, well-being, diversity, inclusion and overall employee growth continues to be the important elements of the organisational culture. JSW Steel has always been an equal opportunity employer, irrespective of gender, age, caste, religion or colour. JSW Steel remains steadfast in its dedication to fostering diversity and inclusion within the organizational fabric. The Company has an aim to enhance the gender diversity mix to 15% in the next five years, efforts are channelled towards implementing policies and recruitment initiatives across the organization. Approx. 22% of Graduate Engineer Trainees and 36% of Management Trainees hired last year were women. Along with this, last year the Company hired ex-servicewomen from Defense & Armed Forces in core technical functions.

JSW Steel continues to be certified as the Great Place to Work® ('GPTW') with strong overall levels of trust built through different policies and improvement in overall score. The Company was recognized with 'india's Best Employers Among Nation Builders - 2023' award by the Great Place to Work® institute. Recently, JSW Steel has also been awarded by GPTW for its Health and Wellness program.

JSW Steel continues in its efforts in attracting top-tier talent and nurturing a highly skilled workforce to propel innovation and operational excellence. Through the implementation of targeted recruitment strategies, the organization addressed critical role vacancies while concurrently investing in comprehensive employee training and development initiatives. Towards this, JSW Steel has partnered with premier institutions like iiM A and iSB in india and Cornell and Brown University abroad.

Moreover, there is a high focus on succession planning and talent cultivation aimed to identify and groom high-potential individuals for leadership positions, ensuring the continuity of organizational prowess.

Furthermore, endeavours to promote ethical conduct and integrity among employees are pursued through comprehensive training and awareness campaigns.

Awards

• Recognised as Sustainability Champions six years in a row by World Steel Association for implementing significant sustainable measures in all the projects

Raigarh

•    Received National Energy Efficiency Award from center of Energy Excellence

•    Won cii award for major industries EHS rating 3 stars

•    State level recognition for EHS by Honourable Governor of chhattisgarh

•    Won Greentech EHS award 1^st prize

•    Won cEE National Environment Excellence Award

•    Winner for best practices and new initiatives under the category of Best performing unit cPP coal below 50 MW

BPSL

•    TPG accreditation for Heat treatment from PRi (USA) which is the first in india for steel industry

•    5 teams participated in icQcc 2023 Beijing, china and won 4 Gold and 1 Silver

•    Ministry of Power, Government of india has issued 51013 EScerts to BPSL for surpassing the prescribed target by BEE

•    Government of Odisha awarded BPSL for being the largest contributor for GST paid in FY 2022-23

•    19 teams participated in ccQc and won 17 Gold and 2 Silver

•    17 teams participated in NcQc and won 6 Par Excellence and 11 Excellent awards

•    1 team participated in 46^th cii National Kaizen competition and won Platinum award (Highest Award of cii)

•    5 teams participated in 47^th cii National Kaizen competition and won Gold award

•    National Energy conservation Awards ('NEcA') 2023 by the Bureau of Energy Efficiency (Government of india)

•    Operational Excellence and National Energy Efficient Team of the Year Award at cEE 3^rd National Energy Efficiency Award 2023, cPP-coal (50-135 MW) category

•    2 teams won cii-Odisha State Level Excellence Award-2023

•    Odisha State energy conservation Award-2023

•    Winner in Technology Excellence (<500 MW cPP) by Mission Energy Foundation.

•    3 teams won Gold Awards in OSPc-23

•    Meritorious performance award to BPSL in Odisha State Energy conservation Award-2023

•    Best ESG initiative- Environmental Responsibility Award by council of Enviro Excellence

 

•    One of the only 3 steel companies globally to achieve CDP A Leadership rating

•    JSW Steel recognized as steel sustainability champion 2023 for the fifth consecutive time in a row

•    Interbrand recognized JSW Steel as the fastest growing brand in india over the last 10 years

•    Recognised as one of 100 best companies for Women in india by Avtar

•    certified as Great Place to Work and recognised as india's Best Workplaces in Health and Wellness 2023

•    Only steel company globally to secure "A" rating in Water Security

•    Leadership rating for fourth consecutive year in climate change cLiO 2023 Awards

•    Always Around campaign won Bronze for Original Music at international creative Awards

•    included in the Dow Jones World and Emerging Markets Sustainability indices

•    Global Energy Transition changemakers Award at cOP28 in Dubai for SEED Project

•    Recognized as Gold Winner worldwide by LAcP for reporting by iR

•    Winner of Best Annual Report Awards FY 2023 by Free Press Journal & care Ratings

Other awards received by respective Plants

Vijayanagar

•    Won the prestigious Gold award in the Waste Management category at the 14^th Exceed Green Future Award & conference 2023

•    Declared as a Gold Award winner in the international Research institute for Manufacturing (iRiM)'s india Green Manufacturing challenge (iGMc) Awards 2023

•    Won the prestigious NAMc 2022-23 Award (An apex award) at the 9^th edition of the National Awards for Manufacturing competitiveness

•    Joint winner of the iiM National Sustainability Award 2023

•    Won PeopleFirst HR Excellence Award 2023 for "Leading Practices in Learning & Development"

•    Won the cii DX 2023 Award for best practice in digital transformation for innovative category

Dolvi

•    Won 3 international awards from British Safety council & Greentech Foundation and National Awards from Ficci (Federation of indian chambers of commerce and industry)

•    Won Platinum Award for Excellence in Safety Systems, icc (indian chamber of commerce) Platinum OHS Award, OHSSAi (Occupational Health,

Safety & Sustainability Association of india) Gold Award with 4.5 Star rating

•    Five Star grading from Occupational Health and Safety Audit conducted by the British Safety council Awards and Recognition on Environment

•    Won cii iTc Sustainability Award under the category of significant achievement in Environment Management, highlighting key achievements in environment management

•    Won cAP 2.0 Award: climate Action Programme Award under Oriented' category in Energy, Mining & Heavy Manufacturing ('EMHM') sector by cii (confederation of indian industry and cii- iTc centre of Excellence for sustainable development

Salem

•    Won the iiM National Sustainability award in alloy steel category

•    Won the "Golden Peacock Award for Occupational health & safety" organised by institute of Directors.

•    Received the "Best innovative technology for recycling award" organised by cii - SR industrial water waste management competition in August 2023

•    Won the "Gold Award" in the 5^th icc National OHS Awards 2023 for excellence in the sphere of Occupational Health & Safety

•    Received "Platinum Award" at the 13^th Exceed OHS award & conference 2022 in the Steel category

•    Recognised with "Platinum award" for EcO innovative product by Grow care india

•    Recognised with "Gold award" for Excellence in Energy Efficiency by Grow care india

•    Recognised with "Gold award" for Excellence in Water Management by Grow care india

•    16 teams participated and won 16 Gold (First category) awards in chapter convention on Quality concepts (ccQc)

•    Won 8 Par Excellence (First category) awards in National convention on Quality concepts (NcQc) at Nagpur

•    3 teams participated and won 3 Gold (First category) awards in international convention on Quality control circles (icQcc) in china

•    cFT project of MRSS & Safety "improving the safety in circuit breaker operation won the Gold award and declared as "Winners" under GOLD category in cii Winners competition organised by cii

•    Safety, information Technology (cross Functional Team) and R&D team participated in idea Arabia international award competition conducted by Dubai Quality Group and secured winning place in their respective categories

JSW Steel Coated

•    Won Jamnalal Bajaj award for Fair Business Practices (2022-23) for highest ethical practices in business in Manufacturing Enterprises Large category from council for Fair Business Practice

•    Won Silver Medal in india Green Manufacturing challenge 2022-23 (Khopoli)

•    Won Gold Award (Kalmeshwar) in cii National Energy Efficiency circle competition

•    Won international Safety Award 2023 from British Safety council, UK (Bawal)

•    Won Silver Award in National Award for Manufacturing competitiveness by M/s. international Research institute for Manufacturing (Tarapur)

CORPORATE GOVERNANCE1)    Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the company has not transferred any amount to the 'Reserves' for the year ended March 31, 2024.

2)    Prospects

Management Discussion and Analysis, covering prospects, is provided as a separate section in the integrated Report.

3)    Management Discussion and Analysis

Management Discussion and Analysis is provided as a separate section in the integrated Report.

4)    Integrated Report

The Securities and Exchange Board of india ('SEBi'), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily adopt integrated Reporting ('iR') from FY 2017-18.

The company published its first integrated Report the same year in line with the international integrated Reporting Framework laid down by the international integrated Reporting council ('iiRc') (now consolidated into iFRS Foundation). The framework pivots the company's reporting approach around the paradigm of value creation and its various drivers.

it also reflects the company's belief in sustainable value creation while integrating a balanced utilisation of natural resources and social development in its business decisions. An integrated Report intends to give a holistic picture of an organisation's performance and prospects to the providers of financial capital and other stakeholders. it is thus widely regarded as the future of corporate reporting.

The previous integrated reports of the company have been well-received by various stakeholders and have been recognised internationally for its disclosures. Over the past six years, the reporting approach of the company has further evolved. Together with the

integrated reporting framework laid down by iRFS Foundation, its disclosures have been mapped with other leading frameworks and guidelines.

These include:

•    Global Reporting initiative ('GRi') standards

•    United Nations Sustainable Development Goals ('UN SDGs')

•    carbon Disclosure Project ('cDP')

•    Principles under United Nations Global compact ('UNGc')

•    National Guidelines on Responsible Business conduct ('NGRBc')

The necessary disclosures under these guidelines, together with the articulation of company's approach to long-term value creation, have improved the company's corporate reporting practices.

5)    Corporate Governance Report

The company has complied with the requirements of the Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereof ('SEBi LODR Regulations') regarding corporate governance. A report on the company's corporate Governance practices and the Auditors' certificate on compliance of mandatory requirements thereof are given as an annexure to this Report and the same is also available on the website of the company at https://www.jswsteel.in.

6)    Business Responsibility and Sustainability Report ('BRSR')

The company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. it believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective.

in accordance with Regulation 34(2)(f) of the SEBi LODR Regulations, the company is presenting the BRSR along with assurance of the BRSR core from Auditors, to the stakeholders of the company as part of this integrated Report. The Report on assurance is also available on the website along with the BRSR report.

As stated earlier in this Report, the current financial year marks the seventh year of the company's transition towards integrated Reporting, focusing on the ’capitals approach' of value creation.

The seventh iR includes the company's performance as per the iR framework for the period April 1, 2023, to March 31, 2024. The company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business conduct to fulfil the requirements of the BRSR as per SEBi's directive as well as guidelines for integrated reporting and the GRi. The Report which forms a part of the Annual Report, can along with all the related policies, be also viewed on the company's website: https://www. jswsteel.in.

7) Directors and Key Management Personnel

in accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the company, Mr. Jayant Acharya (DiN 00106543), retires by rotation at the ensuing Annual General Meeting ('AGM') and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.

Pursuant to the recommendation of the Nomination and Remuneration committee, the Board of Directors of the company (Board) at its meeting held on January 25, 2024, had subject to the approval of the members at the ensuing AGM of the company, approved the re-appointment of Mr. Jayant Acharya as a Whole-time Director of the company, designated as Jt. Managing Director and cEO, for a further period of five years w.e.f May 7, 2024. The proposal regarding his re-appointment as a Whole-time Director of the company is placed for approval by the shareholders.

in terms of the amendment in SEBi LODR Regulations which has come to effect from July 15, 2023, the continuation of the director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more is subject to the approval of shareholders in the first general meeting to be held after March 31, 2024. in pursuance of Article 120 of the Articles of Association of the company and in terms of the Subscription Agreement entered into by the company with JFE Steel corporation, Japan ('JFE') on July 27, 2010, as approved by the Board, JFE, is entitled to nominate for appointment, one (1) individual, who is acceptable to the Board as a non-retiring director on the Board of the company. JFE Steel corporation vide its letter dated May 5, 2017, nominated Mr. Hiroyuki Ogawa (DiN 07803839) as its Nominee Director w.e.f May 17, 2017, on the Board of the company. As Mr. Hiroyuki Ogawa has been on the Board from May 17, 2017, his continuation on the Board has been recommended to be approved by the shareholders in the ensuing AGM.

As reported in last report, during the FY 2023-24, Mr. Seshagiri Rao M.V.S, Jt. Managing Director and Group cFO (DiN 00029136) after an illustrious stint of over 25 years with the company, superannuated from the services of the company upon completion of his tenure on April 5, 2023 as a Whole-time Director, designated as Jt. Managing Director and Group cFO. consequently, he also stepped down from the Board as a Director with effect from April 6, 2023. He will however continue to be associated with the group as ’Group cFO'.

Following the superannuation of Mr. Seshagiri Rao M.V.S, and the change in his role and responsibilities, Mr. Jayant Acharya, Whole-time Director of the company, who was designated as the Dy. Managing Director and cEO, was elevated and redesignated as the Jt. Managing Director and cEO of the company w.e.f. May 19, 2023, by the Board of Directors at its meeting held on

May 19, 2023, based on the recommendations of the Nomination and Remuneration committee.

Mr. Gajraj Singh Rathore (DiN 01042232), was appointed as an Additional Director, by the Board of Directors with effect from May 19, 2023, in terms of Section 161 of the Act and in terms of Article 123 of the company's Articles of Association. Pursuant to the recommendation of Nomination and Remuneration committee and the Board of Directors at its meeting held on May 19, 2023, members of company by way of Postal Ballot also approved his appointment, as a Whole-time Director of the company, designated as ’chief Operating Officer', for a period of five years, with effect from May 19, 2023.

Dr (Mrs.) Punita Kumar Sinha (DiN 05229262), who completed her second term of 5 years as an independent Director of the company on July 23, 2023, ceased to be an independent Director of the company with effect from July 24, 2023.

Mr. Harsh charandas Mariwala (DiN 00210342) whose first term of appointment as independent Director was upto July 24, 2023, or upto the conclusion of the 29^th AGM of the company in the calendar year 2023, whichever is earlier ("first term" in terms of Section 149(10) of the Act) did not seek re-appointment as an independent Director of the company for a second term on account of his pre-occupation, time commitments and other priorities. Accordingly, he ceased to be an independent Director on the Board of the company and as chairman of the Nomination and Remuneration committee with effect from July 25, 2023.

Mrs. Nirupama Rao (DiN 06954879), whose first term of appointment as independent Director was upto

July 24, 2023, or upto the conclusion of the 29^th AGM of the company in the calendar year 2023, whichever is earlier ("first term" in terms of Section 149(10) of the Act) was appointed as an independent Director for second term of five years upto July 24, 2028, by the members by way of postal ballot upon the recommendations of the Nomination and Remuneration committee and Board.

Dr. Sateesha B.c., iAS (DiN 08379733) has been appointed on the Board of the company with effect from January 8, 2024, in place of Dr. M.R. Ravi, iAS (DiN 08254276), as the Nominee Director of Karnataka State industrial and infrastructure Development corporation Limited (KSiiDc), pursuant to the change in nomination made by KSiiDc.

The Board places on record its deep appreciation of the valuable services rendered by Mr. Seshagiri Rao M.V.S, Dr (Mrs.) Punita Kumar Sinha, Mr. Harsh charandas Mariwala and Dr. M.R. Ravi, iAS during their tenure on the Board of the company.

The Board at its meeting held on May 17, 2024, appointed Mr. Swayam Saurabh as the chief Financial Officer w.e.f. June 1, 2024, as Mr. Rajeev Pai, chief Financial Officer, would be moving to a new role within the organisation and would step down from the position of chief Financial Officer of the company w.e.f. June 1, 2024. The Board places on record its appreciation for the services rendered by Mr. Rajeev Pai during his tenure as the chief Financial Officer.

Apart from the changes as mentioned above, there were no changes in the composition of the Board and the key managerial personnel of the company during the year under review.

8) Particulars of Employees

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, chief Financial Officer and company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2023-24 are as under:

 

Sr. No.	Name of Director/KMP and Designation	% Increase / (Decrease) in remuneration in the Financial Year 2023-24A	Ratio of remuneration of each Director to median remuneration of employees
Independent Directors*
1	Mr. Haigreve Khaitan	83.69%	12:1
independent Director
2	Mr. Seturaman Mahalingam	73.97%	13:1
independent Director
3	Mrs. Nirupama Rao	79.96%	10:1
independent Director
4	Ms. Fiona Jane Mary Paulus	N.A.	N.A.
independent Director *
5	Mr. Marcel Fasswald	N.A.	N.A.
independent Director *
6	Dr. (Mrs) Punita Kumar Sinha	N.A.	N.A.
independent Director (till July 23, 2023) *

 

Sr.	Name of Director/KMP and Designation	% Increase / (Decrease)	Ratio of remuneration
No.	Â	in remuneration in the	of each Director to
Â	Â	Financial Year 2023-24A	median remuneration of
Â	Â	Â	employees
7	Mr. Harsh c. Mariwala	N.A.	N.A.
independent Director(till July 24,2023) 1
Nominee Directors1
8	Mr. Hiroyuki Ogawa	7.46%	7:1
Nominee of JFE Steel corporation, Japan (Equity investor & Foreign collaborator)
9	Dr. Sateesha B c	N.A.	N.A.
Nominee of KSiiDc (Equity investor) (w.e.f. January 8, 2024) 1
10	Dr. M.R.Ravi	N.A.	N.A.
Nominee of KSiiDc (Equity investor) (till January 7, 2024)
Executive Directors/KMP**
11	Mr. Sajjan Jindal***	0%	875:1
chairman & Managing Director
12	Mr. Jayant Acharya	12.90%	194:1
Joint Managing Director & cEO
13	Mr. Gajraj Singh Rathore	N.A.	N.A.
Whole time Director & chief Operating Officer (w.e.f May 19, 2023) 1
14	Mr. Seshagiri Rao MVS	N.A.	N.A.
Joint Managing Director & Group cFO (till April 5, 2023) 1
15	Mr. Rajeev Pai	11.50%	N.A.
chief Financial Officer
16	Mr. Lancy Varghese	11.30%	N.A.
company Secretary
#Since the remuneration of these Directors is only for part of the year or part of the previous year, percentage increase/decrease in remuneration over previous year as well as the ratio of their remuneration to median remuneration is not comparable and hence not disclosed.
*Remuneration to independent and Nominee directors include commission and Sitting Fee.		Â	Â
**Executive Directors Remuneration includes taxable perquisite from Employee Stock Option Scheme.			Â
***	chairman and Managing Director's remuneration includes commission.	Â	Â
A% increase in Remuneration in the Financial Year 2023-24 for independent Directors is in view of increased commission payable to independent
Directors as determined by the Board.		Â	Â

 

(ii)    The median remuneration of employees of the Company during the financial year was '8.39 lakh.

(iii)    in the financial year, there was an increase of 2.75% in the median remuneration of employees.

(iv)    There were 15,493 permanent employees on the rolls of company as on March 31, 2024.

(v)    Average percentage increase made in the salaries of employees other than the managerial personnel in FY 2023-24 and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -

Average percentage increase in the managerial remuneration	13.11%
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year	10.94%

(vi) it is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The statement containing names of top ten employees in terms of remuneration drawn and the

particulars of employees 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 given in Annexure E forming part to this Report. Further, the Report and the accounts are being sent to the Members excluding the aforesaid annexure. in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the company Secretary.

9) Policy on Directors' Appointment and Remuneration

Matching the needs of the company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2024, the Board of Directors comprised of 10 Directors, of which 7 are non-executive, including 2 Nominee Directors. The number of independent Directors is 5 including 2 women directors.

The policy of the company on Directors' appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the company.

More details on the company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate Governance Report, which forms part of this report.

10)    Declaration of Independence of Directors

The company has received necessary declaration from each of the independent Directors under Section 149(7) of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBi LODR Regulations.

in the opinion of the Board, there has been no change in the circumstances which may affect their status as independent Directors of the company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all independent Directors on the Board. in terms of Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, all independent Directors of the company have enrolled themselves on the independent Directors' Databank as on the date of this Report.

11)    Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the performance of the independent Directors individually as well as the evaluation of the working of the committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration committee. The performance evaluation of the chairman and the Non-independent Directors was carried out by the independent Directors. Details of the same are given in the Report on corporate Governance annexed hereto.

12)    Auditors and Auditors' Report

(A) STATUTORY AUDITORS AND AUDIT REPORT

At the company's 28^th AGM held on July 20, 2022, M/s. S R B c & cO. LLP (324982E / E300003), chartered Accountants, were appointed as the Statutory Auditor of the company for a term of 5 years to hold office from the conclusion of the 28^th AGM until the conclusion of the 33^rd AGM of the company.

The Statutory Auditors have issued an unmodified opinion on the financial statements of the company for the year ended March 31, 2024 and the Auditor's Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have not reported any instance of fraud committed in the company by its officers or employees to the Audit committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

(B)    COST RECORDS & COST AUDITOR

Pursuant to Section 148(1) of the Act, the company is required to maintain cost records as specified by the central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Act, read with the companies (cost Records and Audit) Amendment Rules, 2014, the company is also required to get its cost accounting records audited by a cost Auditor. Accordingly, the Board, at its meeting held on May 17, 2024, has on the recommendation of the Audit committee, re-appointed M/s. Shome & Banerjee, cost Accountants (Firm Registration Number: 000001) to conduct the audit of the cost accounting records of the company for FY 2024-25 on a remuneration of '23,00,000 plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the members for ratification at the ensuing AGM . The due date for filing the cost Audit Report of the company for the financial year ended March 31, 2023, was September 30, 2023 and the cost Audit Report was filed in XBRL mode on August 19, 2023.

(C)    SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. S. Srinivasan & co., (cP:748) a firm of company Secretaries in Practice, to undertake the Secretarial Audit of the company for the FY 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure B. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

The Board, at its meeting held on May 17, 2024, has re-appointed M/s. S. Srinivasan & co., as Secretarial Auditor, for conducting the Secretarial Audit of the company for FY 2024-25.

Secretarial Audit of Material Unlisted Indian Subsidiary

a) JSW Steel Coated Products Limited

M/s. S. Srinivasan & co., Practicing company Secretaries (cP:748), had undertaken secretarial audit of the company's material subsidiary i.e., JSW Steel coated Products Limited for FY 2023-24. The Audit Report confirms that

the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBi LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure B1.

b) Bhushan Power & Steel Limited

M/s. S. Srinivasan & co., Practicing company Secretaries (cP:748), had undertaken secretarial audit of the company's material subsidiary i.e., Bhushan Power & Steel Limited (BPSL) for FY 2023-24. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBi LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure B2.

Annual Secretarial Compliance Report

During the period under review, the company has complied with the applicable Secretarial Standards notified by the institute of company Secretaries of india. The company has also undertaken an audit for FY 2023-24 pursuant to Regulation 24A of the SEBi LODR Regulations. The Annual Secretarial compliance Report has been submitted to the Stock Exchanges on May 6, 2024, which is within 60 days of the end of the financial year ended March 31, 2024.

13) Risk Management

The company follows the globally recognised ’cOSO' framework of Enterprise Risk Management (ERM). ERM brings together the understanding of the potential upside and downside of all those factors which can affect the organisation with an objective to add maximum sustainable value to all the activities of the organisation and to various stakeholders.

The company recognises that the emerging and identified risks need to be managed and mitigated to-

•    protect its shareholders and other stakeholder's interest,

•    achieve its business objective and

•    enable sustainable growth.

Pursuant to the requirement of Regulation 21 of the SEBi LODR Regulations and the Act, the company has risk management framework in place. it has constituted a sub-committee of Directors to oversee Enterprise Risk Management framework to ensure resilience such that -

•    intended risks are taken prudently so as to plan for the best and be prepared for the worst ¹

•    Unintended risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MiS, internal audit reviews etc.

The committee has framed the risk management policy of the company that is approved by the Board.

14) Internal Controls, Audit and Internal Financial Controls

The company has a robust system of internal controls, commensurate with the size and nature of its business and complexity of its operations.

Internal control: The system of internal control includes following significant features.

•    Preparation of annual budgets and its regular monitoring.

•    control over transaction processing and ensuring integrity of accounting system by deployment of integrated ERP system.

•    Well documented authorisation matrix, policies, procedures and guidelines covering all important operations of the company.

•    Deployment of compliance tool to ensure compliance with laws, regulations and standards.

•    Ensuring reliability of financial information by testing of internal financial controls over reporting by internal auditors and statutory auditors.

•    Adequate insurance of the company's assets / resources to protect against any loss.

•    A comprehensive information Security Policy and continuous updation of iT systems.

•    Oversight by Board appointed Audit committee which comprises independent Directors who are experts in their field.

The Audit committee regularly reviews audit plans, significant audit findings, adequacy of internal controls and monitors implementation of audit recommendations.

Internal audit

The company has a strong and an independent internal audit function that inculcates global best standards and practices of international majors into the indian operations. internal Audit Department consists of professionally qualified accountants and engineers. The chief internal Auditor reports directly to chairman of Audit committee. internal Audit Department has successfully integrated the cOSO framework in its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all

possible gaps. The internal audit team has access to all information in the organisation - this is largely facilitated by ERP implementation across the organisation.

The company has implemented an internal audit software to record, track and close internal audit observations.

Audit plan and execution

At the start of the year, internal Audit function prepares an Annual Audit Plan after considering business and process risks. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the company. in addition, the company uses services of external expert firms including reputed accounting firms to conduct audit of critical areas.

Internal financial controls

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the company has implemented a robust system and framework of internal financial controls.

The company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes controls, iT General controls and Standard Operating Procedures ('SOP').

The entity-level policies include antifraud policies (such as code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (such as organisation structure, insider trading policy, HR policy, iT security policy, treasury policy and business continuity and disaster recovery plan). The company has also prepared risk control matrix for each of its processes such as procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations, etc.

These internal controls are reviewed by internal and statutory auditors every year. The company has carried out evaluation of design and effectiveness of these controls and noted no significant material weaknesses or deficiencies which can impact financial reporting.

15) Scheme of Arrangement

The composite Scheme of Arrangement amongst creixent Special Steels Limited ('Transferor company 1'), JSW ispat Special Products Limited ('Transferor company 2') and JSW Steel Limited ('Transferee company'/ 'company') and their respective shareholders and creditors ('Scheme') for amalgamation of Transferor company 1 and Transferor company 2 with the Transferee company was sanctioned by the Hon'ble National company Law Tribunal, Mumbai Bench ('Tribunal'/ 'NcLT') at its hearing held on June 22, 2023.

The said Scheme became effective (with effect from the Appointed Date of April 1, 2022) consequent to the filing of the certified copy of the aforesaid Order passed

by the Tribunal sanctioning the Scheme in Form iNc-28 (with respect to Amalgamation) with the Registrar of companies, Mumbai on July 24, 2023 for amalgamation of Transferor company 1 with and into the company and for amalgamation of Transferor company 2 with and into the company on July 31, 2023 respectively.

16)    Share Capital

Upon the composite Scheme of Arrangement amongst creixent Special Steels Limited ('Transferor company 1'), JSW ispat Special Products Limited ('Transferor company 2') and JSW Steel Limited ('Transferee company') and their respective shareholders and creditors ('Scheme') for amalgamation of Transferor company 1 and Transferor company 2 with the Transferee company pursuant to Sections 230 to 232 and other applicable provisions of the Act sanctioned by Hon'ble National company Law Tribunal, Mumbai Bench, vide Order dated June 22, 2023 becoming effective, the authorised share capital of Transferor company 1 and Transferor company 2 were transferred to the Transferee company and 2,82,33,526 equity shares of '1/- each fully paid up were issued and allotted to eligible shareholders of Transferor company 1 and Transferor company 2.

Accordingly, the company's authorised share capital during the financial year ended March 31, 2024, increased from '90,15,00,00,000 (Rupees Nine Thousand Fifteen crore only) consisting of 60,15,00,00,000 ( Six Thousand Fifteen crore only) equity shares of '1/- (Rupee One only) each and 3,00,00,00,000 (Three Hundred crore) preference shares of '10/- (Rupees Ten only) each to '1,09,80,00,00,000 (Rupees Ten Thousand Nine Hundred and Eighty crore only) divided into 70,30,00,00,000 (Seven Thousand and Thirty crore only) equity shares of face value of '1 (Rupee One only) each and 3,95,00,00,000 (Three Hundred and Ninety Five crore) preference shares of face value of '10 (Rupees Ten only).

The company's paid-up equity share capital increased from '241,72,20,440 (Rupees Two Hundred and Forty One crore Seventy Two Lakhs Twenty Thousand Four Hundred and Forty only) comprising of 241,72,20,440 (Two Hundred and Forty One crore Seventy Two Lakhs Twenty Thousand Four Hundred and Forty ) equity shares of '1 each to '2,44,54,53,966 (Rupees Two Hundred and Forty Four crore Fifty Four Lakhs Fifty Three Thousand Nine Hundred and Sixty Six only) comprising 2,44,54,53,966 (Two Hundred and Forty Four crore Fifty Four Lakhs Fifty Three Thousand Nine Hundred and Sixty Six) equity shares of '1 each whereas the paid-up preference share capital of the company for the financial year ending March 31, 2024, was Nil.

17)    Fixed Deposits

The company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial companies (Reserve Bank) Directions, 1966 and companies (Accounts) Rules, 2014.

October 19, 2023 and the changes are applicable for the periods effective from April 1,2024. As per the new circular, companies were advised to endeavour to complete the commitment for issuance of debt securities by March 31, 2024 (i.e. ahead of requirement as per erstwhile criteria) or provide a one-time explanation in the Annual Report of FY 2023-24, in case of any outstanding commitment for issuance of debt securities as per the earlier SEBi circular.

The Company has been regular issuer of debt securities in the bond market and confident of continuing to make such issuances within the permitted timelines in the future as well.

20)    Credit Rating

in December 2023, Moody's investors Service has affirmed JSW's Corporate Family Rating ('CFR') and its senior unsecured notes rating at 'Ba1' with Stable Outlook. At the same time, Moody's has also affirmed senior unsecured rating on Periama Holdings LLC, a wholly owned subsidiary of the Company and the rating on the $40 million guaranteed revenue bonds issued by Jefferson County Port Authority at 'Ba1' with Stable Outlook. During the year, Moody's has further assigned a Ba1 rating to the $145 million guaranteed revenue bonds issued by Jefferson County Port Authority at 'Ba1' with Stable outlook.

in May 2023, Fitch Ratings affirmed the Company's issuer Default Rating (iDR') at 'BB' with Stable outlook. The agency has also affirmed the rating on the outstanding bonds of the Company and its subsidiary Periama Holdings LLC at 'BB' Stable.

in December 2023, CARE Ratings Ltd has reaffirmed the Company's issuer Rating and rating for Long Term Bank Facilities and Non-Convertible Debentures to 'CARE AA'; with Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at 'CARE A1+'.

in November 2023, iCRA Limited has reaffirmed the Company's rating for Long Term Bank Facilities and Non-Convertible Debentures to '[iCRA] AA'; Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at '[iCRA] A1+'.

in March 2024, india Ratings and Research has affirmed the Company's Long-Term issuer Rating at 'iND AA' with Stable Outlook.

21)    Employee Stock Ownership Plans ('ESOP Plans')

The Board of Directors of the Company, at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 ('ESOP 2016 Plan') and at its meeting held on May 21. 2021 formulated the Shri. OP Jindal Employees Stock Ownership Plan - 2021 ('OPJ ESOP Plan') and JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 ('JSWSL OPJ Samruddhi Plan 2021'), to be implemented through the JSW Steel Employees Welfare Trust ('Trust'), with an objective of enabling the Company to attract and retain talented human resources by offering them the

18)    Foreign Currency Bonds

As on March 31, 2024, the outstanding Notes issued by the company are aggregating to $1.90 billion and outstanding Notes issued by the company's subsidiary are aggregating to $935 million. All the outstanding Notes issued by the company and $750 million of the notes issued by a subsidiary, in the international market are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The balance $185 million bonds have been issued by Jefferson County Port Authority, (a port authority which is a body corporate, politic and organised and existing under the laws of the State of Ohio, USA), the proceeds of which were utilised for extending a loan to JSW Steel USA Ohio, inc., a wholly owned indirect subsidiary of the Company.

19)    Issuance of Non-Convertible Debentures

During the year under review, the Company issued and allotted 8.39% Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures ('NCDs') of '1 lakh each of the Company, aggregating to '500 crore (Rupees Five Hundred crore only) to investors on private placement basis.

As on March 31, 2024, the outstanding NCDs issued by the Company aggregate to '10,875 crore. All the outstanding NCDs are listed on BSE Limited.

SEBi vide its circular no. SEBi/HO/DDHS/CiR/P/2018/144 dated November 26, 2018 had stipulated that Large Corporates ('LCs') have to raise at least 25% of their incremental borrowings w.e.f. April 1, 2019 by way of issuance of debt securities with the objective to reduce reliance of LCs on bank finance and also to develop a liquid and vibrant corporate bond market. The Company was identified as a Large Corporate ('LC') in terms of the said circular.

in the spirit of the said circular, the Company raised resources by way of issuance of debt securities in the form of NCD from time to time and during the period April 1, 2019 to March 31, 2024, made 8 NCD issuances aggregating to '11,875 crore, which is ~141% of the cumulative requirement during the period.

The 2018 SEBi circular, however, required testing of the incremental borrowings by way of debt securities to be done on an annual basis, without any provision for carry forward of higher debt securities raised in a year to the subsequent financial year. The issuance of debt securities to the extent of 25% of domestic borrowing in a year is required to be met in the same Financial Year and/or the succeeding two financial years. Based on this methodology, the Company was required, as at March 31, 2024, to issue debt securities amounting to '229 crore by FY 2024-25 and '1,413 crore by FY 2025-26. Based on its track record of issuance of debt securities on regular basis, JSW Steel is confident of being able to make such issuances within the permitted timelines as per the circular.

Further, SEBi has revised its framework vide circular no SEBi/HO/DDHS/DDHS-RACPOD1/P/CiR/2023/172 dated

opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. These ESOP Plans involve acquisition of shares from the secondary market.

ESOP 2016 Plan:

A total of 2,86,87,000 options were available for grant to the eligible employees of the Company and its Director(s), excluding independent Directors and promoter Directors, and a total of 31,63,000 options were available for grant to the eligible employees of the indian Subsidiaries of the Company and their Director(s), excluding independent Directors, under the ESOP 2016 Plan.

As against this, 1,59,44,271 options have been granted over a period of three years under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its indian subsidiaries, including the Whole-time Directors of the Company.

OPJ ESOP Plan:

A total of 47,00,000 options were available for grant to the eligible employees of the Company and its Director(s), excluding independent Directors and promoter Directors, and a total of 3,00,000 options were available for grant to the eligible employees of the indian Subsidiaries of the Company and their Director(s), excluding independent Directors, under the OPJ ESOP Plan.

As against this 13,35,285, 16,10,800 and 12,16,672 options have been granted during FY 2021-22, FY 202223 and FY 2023-24, respectively, under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its indian Subsidiaries, including the Whole-time Directors of the Company.

The details of the ESOPs granted to Whole-time Directors of the Company is as given in the table below. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

JSWSL ESOP Committee Meeting	Total No. of options	Â	No. of Options Granted to Whole-time Directors (WTD) of the Company				Â
	Â	Mr. Seshagiri Rao M.V.S #		Mr. Jayant Acharya		Mr. Gajraj Singh Rathore$
Â	Â	ESOP 2016 Plan	OPJ ESOP Plan	ESOP 2016 Plan	OPJ ESOP Plan	ESOP 2016 Plan	OPJ ESOP Plan
May 17, 2016 (1st Grant)	74,36,850	1,92,680	--	1,79,830	--	1,41,300	--
May 16, 2017 (2nd Grant)	51,18,977	1,27,968	--	1,19,436	--	1,02,374	--
May 15, 2018 (3rd Grant)	33,88,444	87,841	--	81,985	--	76,129	--
Total	1,59,44,271 1	4,08,489	--	3,81,251	--	3,19,803	Â
August 7, 2021 (1st Grant)	13,03,401	--	11,667	--	11,667	Â	11,667
January 31, 2022 (1st Supplementary grant)	8,900	--	--	--	--	Â	Â
March 31, 2022 (2nd Supplementary grant)	22,984	--	--	--	--	Â	Â
Total FY 2021-22	13,35,285**	Â	11,667	Â	11,667	Â	11,667
August 7th, 2022 (2nd Grant)	16,03,300	Â	12,700	Â	12,700	Â	12,700
March 27, 2023 (Supplementary Grant)	7,500	--	--	--	--	Â	Â
Total FY 2022-23	16,10,800**	--	12,700	--	12,700	Â	12,700
August 7, 2023	11,83,788	--	--	--	28,514	--	19,028
October 1, 2023 (Supplementary Grant)	2,300	--	--	--	--	--	--
October 11, 2023 (Supplementary Grant)	24,184	--	--	--	--	--	--
January 1, 2024 (Supplementary Grant)	6400	--	--	--	--	--	--
Total FY 2023-24	12,16,672**	--	--	--	28,514	Â	19,028
* ESOP 2016 Plan ** OPJ ESOP Plan, # ceased to be Whole-time Director w.e.f April 6, 2023.				Â	Â	Â	Â
$ Mr. Gajraj Singh Rathore was appointed as Whole-time Director w.e.f. May 19, 2023. Any options granted under ESOP 2016 Plan or OPJ ESOP Plan appearing prior to his appointment as Whole-time Director were allotted to him in capacity of an employee of the Company.

 

JSWSL Shri. OP Jindal Samruddhi Plan - 2021

JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 ('JSWSL OPJ Samruddhi Plan 2021'/ 'Plan') was approved by a special resolution passed by the shareholders of the company on July 21, 2021. The Plan is a one-time scheme applicable only for permanent employees of the company and its Indian subsidiaries, working in india (excluding a probationer and a trainee) in the grade L01 to L15 ('Eligible Employee'), who are not covered under the OPJ ESOP Plan.

Grant of stock options under the Plan shall be as per the terms and conditions as may be decided by the ESOP committee from time to time in accordance with the provisions of companies Act, 2013, the rules made thereunder and ESOP Regulations. The Plan implemented through the JSW Steel Employees Welfare Trust ('ESOP Trust') involves acquisition of equity shares of the company from the secondary market for this purpose.

A total of 67,00,000 options were available for grant to the eligible employees of the company and a total of 13,00,000 options were available for grant to the eligible employees of the indian subsidiaries of the company, under the Plan.

As against this, 79,09,150, 15,700 and 11,94,200 options have been granted during FY 2021-22 and FY 2022-23 and FY 2023-24 under this plan by the JSWSL ESOP committee to the eligible employees of the company and its indian subsidiaries, respectively.

There were no material changes in the aforesaid ESOP Plans during the year and the same are in compliance with the ESOP Regulations.

The applicable disclosures relating to ESOP Plans, as stipulated under the Securities and Exchange Board of india (Share Based Employee Benefits) Regulations, 2014 and amendments thereof ('ESOP Regulations'), pertaining to the year ended March 31, 2024, is posted on the company's website at https://www.jswsteel. in/investors/isw-steel-governance-and-regulatorv-information-policies-0 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 Act is not applicable.

The certificate from the Statutory Auditors of the company certifying that the company's Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection and the same may be accessed upon login to https://evoting. kfintech.com

22) Directors' Responsibility Statement

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

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

b)    Such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the company's state of affairs as on March 31, 2024, and of the company's profit for the year ended on that date.

c)    Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis.

e)    internal financial controls were laid down to be followed and that such internal financial controls were adequate and operating effectively.

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

23) Related Party Transactions

Related Party Transactions (RPT) that were entered into during the financial year were at arm's length basis and predominantly in the ordinary course of business. Specific approvals as required under the Act have been obtained for transactions that are not in the ordinary course of business except as stated in AOc-2 (Annexure C) forming part of this report.

The policy on dealing with RPT as approved by the Board is uploaded on the company's website ( https:// www.iswsteel.in/investors/isw-steel-governance-and-regulatory-information-policies-0 ).

Regulation 23(4) of SEBi LODR Regulations states that all RPTs with an aggregate value exceeding '1,000 crore or 10% of annual consolidated turnover of the company as per the last audited financial statements of the company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require approval of shareholders by means of an ordinary resolution. The provisions of Regulation 23(4) of SEBi LODR Regulations requiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The amended Regulation 2(1) (zc) of the SEBi LODR Regulations has also enhanced the definition of related party transactions which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not. Further, any transaction between the company or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries would be considered as RPTs regardless of whether a price has been charged.

Accordingly, RPTs of the company and RPTs of the subsidiary entities exceeding the threshold of '1,000 crore require approval of the shareholders of the company with effect from April 1, 2022.

The Related Party Transactions policy of the company can be accessed on the company's website as mentioned above.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the company and Related Parties. This policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPTs are placed before the Audit committee which comprises of only independent Directors for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and/ or entered in the ordinary course of business and are at arm's length. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPT under the Act and Regulation 23 of the SEBi LODR Regulations.

The details of the RPTs, required to be disclosed under Section 134(3)(h) read with Section 188(2) of the Act entered into during the year by the company as per the policy on RPTs, is given in prescribed Form AOc 2 as Annexure C to this Report.

Please refer to Note No. 44 of the standalone financial statements, which sets out related party disclosures.

24) Subsidiaries, Joint Ventures and Associates

The company has 46 subsidiary companies, 14 joint venture companies and 2 associate companies as on March 31, 2024. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

The company has, in accordance with Section 129(3) of the Act, prepared consolidated financial statements of the company and all its subsidiaries, associates and joint ventures form part of the integrated report. Further, the report on the performance and financial position of each subsidiary, associate and joint venture and salient features of their financial statements is forming part of the consolidated financial statements in the prescribed Form AOc-1.

in accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBi LODR Regulations, the audited financial statements, including the consolidated financial statements and related information of the company and financial statements of the subsidiary companies are available on the website of the company at www.jsw.in.

The names of companies that have become or ceased to be subsidiaries, joint ventures and associates during the year under review are as follows:

The names of companies which have become subsidiaries or joint ventures or associate companies during FY 2023-24:

S. No.	Name of the company
Subsidiaries
1. JSW AP Steel Limited (with effect from May 19, 2023)
2.	National Steel S Agro industries Limited (with effect from May 19, 2023)
3.	NSL Green Steel Recycling Limited (with effect from September 27, 2023)
4.	Monnet cement Limited (with effect from July 31, 2023)*
5.	Mivaan Steels Limited (with effect from July 31, 2023)*
6.	JSW JFE Electrical Steel Private Limited (with effect from November 2, 2023, and upto February 7, 2024)
7.	JSW Green Steel Limited (with effect from February 27, 2024)
Joint ventures
1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)
2.	MP Monnet Mining company Limited (with effect from July 31, 2023)*
3.	Urtan North Mining company Limited (with effect from July 31, 2023)*
Associates
1. JSW Paints Private Limited (with effect from August 21, 2023)
The names of companies which have ceased to be subsidiaries or joint ventures or associate companies during the FY 2023-24:
S. No.	Name of the company
Subsidiaries
1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)
Joint ventures
1. creixent Special Steels Limited (with effect from July 24, 2023)**
2.	JSW ispat Special Products Limited (with effect from July 31, 2023) **
3.	NSL Green Steel Recycling Limited (with effect from September 27, 2023)

26) Acknowledgment

The Directors take this opportunity to express their appreciation for the cooperation and their continued support received from the Government of india, the State Governments of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat, West Bengal, Chhattisgarh and Jharkhand, Government of Republic of Chile, Mauritius, Mozambique, italy, the United States of America and the United Kingdom, regulatory authorities and stock exchanges and the financial institutions, banks as well as the shareholders and debenture holders and debenture trustees and all other stakeholders of the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated services rendered by all employees of the Company.

 

* During FY 2023-24, Mivaan Steels Limited ('MSL') and Monnet Cement Limited ('MCL') became wholly-owned subsidiaries and MP Monnet Mining Company Limited and Urtan North Mining Company Limited became joint ventures of JSW Steel Limited pursuant to amalgamation of JSW ispat Special Products Limited with and into JSW Steel Limited pursuant to the Order dated June 22, 2023, issued by the Hon'ble National Company Law Tribunal, Mumbai bench, sanctioning the Composite Scheme of Amalgamation of Creixent Special Steels Limited, JSW ispat Special Products Limited with and into JSW Steel Limited.

** Pursuant to Hon'ble National Company Law Tribunal, Mumbai bench, sanctioning the Composite Scheme of Amalgamation of Creixent Special Steels Limited, JSW ispat Special Products Limited with and into JSW Steel Limited vide Order dated June 22, 2023, and filing of Form iNC-28 by respective companies with Registrar of Companies.

25) Disclosures

(A)    NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six (6) board meetings were convened and held, the details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of the SEBi LODR Regulations.

(B)    AUDIT COMMITTEE

The Audit Committee comprises of three NonExecutive independent Directors. Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The members possess adequate knowledge of accounts, audit, finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the SEBi LODR Regulations. There are no recommendations of the Audit Committee that have not been accepted by the Board.

(C)    COPY OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 for FY 2023-24 is placed on the website of the Company and is accessible at the web-link: https:// www.iswsteel.in/investors/isw-steel-disclosure-46?section=investor.

(D)    WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance report. The Whistle Blower Policy placed on the website of the Company (https:// www.iswsteel.in/investors/isw-steel-governance-and-regulatorv-information-policies-0).

(E)    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

(F)    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant or material orders passed by the regulators/courts/tribunals that could impact the going concern status of the Company and its future operations.

However, members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

(G)    PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

information in accordance with the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure D) hereto and forms a part of this Report.

(H)    DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of internal Complaints Committee ('iCC') under the said Act to redress complaints received regarding sexual harassment. The Company received 1 complaint pertaining to sexual harassment during FY 2023-24 which stands resolved as on March 31, 2024.

(I)    OTHER DISCLOSURES / REPORTING

There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1)    Details relating to deposits covered under Chapter V of the Act.

2)    issue of equity shares with differential rights as to dividend, voting or otherwise.

3)    issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4)    Receipt of secured/unsecured loans from its directors.

5)    Buy back of the equity shares.

6)    Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company from any of its subsidiary companies of the Company.

7)    Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

8)    Details of any application made or any proceeding pending under the insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year.

1

   Execution of decided strategies and plan with focus on action

---

Mar 31, 2021

The Board of Directors are pleased to present the Fourth Integrated Report along with the financial statements of the Company for the financial year ended March 31, 2021. A brief summary of the Company's performance is given below.

1. Company Performance

Â	Standalone		Rs. in Crores Consolidated
	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
I Revenue from operations	70,727	64,262	79,839	73,326
II Other income	669	628	592	546
III Total income (I + II)	71,396	64,890	80,431	73,872
IV Expenses:	Â	Â	Â	Â
Cost of materials consumed	28,743	33,073	32,623	38,865
Purchases of stock-in-trade	199	420	233	135
Changes in inventories of finished goods, work-inprogress and stock-in-trade	(872)	(27)	(348)	(270)
Mining premium and royalties	6,972	651	6,972	651
Employee benefits expense	1,501	1,496	2,506	2,839
Finance costs	3,565	4,022	3,957	4,265
Depreciation and amortisation expense	3,781	3,522	4,679	4,246
Other expenses	14,925	16,132	17,712	19,233
Total expenses	58,814	59,289	68,334	69,964
V Profit before share of profit / (losses) from joint ventures, exceptional items and tax (III-IV)	12,582	5,601	12,097	3,908
VI Share of profit / (loss) from joint ventures (net)	Â	Â	1	(90)
VII Profit / (loss) before exceptional items and tax (V+VI)	12,582	5,601	12,098	3,818
VIII Exceptional items	386	1,309	83	805
IX Profit before tax (VII-VIII)	12,196	4,292	12,015	3,013
X Tax expenses / (credit):	Â	Â	Â	Â
Current tax	2,162	789	2,467	943
Deferred tax	1,641	(1,788)	1,675	(1,849)
Â	3,803	(999)	4,142	(906)
XI Profit for the year (IX-X)	8,393	5,291	7,873	3,919
XII Other comprehensive income	Â	Â	Â	Â
A i) Items that will not be reclassified to profit or loss	Â	Â	Â	Â
a) Re-measurements of the defined benefit plans	26	(19)	33	(23)
b) Equity instruments through Other Comprehensive Income	385	(255)	459	(304)
ii) Income tax relating to items that will not be reclassified to profit or loss	(10)	6	(12)	7
Total (A)	402	(268)	480	(320)
B i) Items that will be reclassified to profit or loss	Â	Â	Â	Â
a) The effective portion of gains and loss on hedging instruments	369	(719)	426	(825)
b) Changes in Foreign Currency Monetary Item Translation Difference account (FCMITDA)	-	87	-	87
c) Foreign currency translation reserve (FCTR)	Â	Â	25	(316)
ii) Income tax relating to items that will be reclassified to profit or loss	(129)	221	(143)	253
Total(B)	240	(411)	308	(801)
Total Other comprehensive income / (loss) (A+B)	642	(679)	788	(1,121)
XIII Total comprehensive income / (loss) (XI+ XII)	9,035	4,612	8,661	2,798
Total Profit /(loss) for the year attributable to:	Â	Â	Â	Â
- Owners of the company	Â	Â	7,911	4,030
- Non-controlling interests	Â	Â	(38)	(111)
Â	Â	Â	7,873	3,919
Other comprehensive income/(loss) for the year attributable to:	Â	Â	Â	Â
- Owners of the company	Â	Â	770	(1,076)
- Non-controlling interests	Â	Â	18	(45)
Â	Â	Â	788	(1,121)
Total comprehensive income/(loss) for the year attributable to:	Â	Â	Â	Â
- Owners of the company	Â	Â	8,681	2,954
- Non-controlling interests	Â	Â	(20)	(156)
Â	Â	Â	8,661	2,798

2. Results of Operations

The financial year 2020-21 would go down in history as an extraordinary one. The coronavirus outbreak in the first quarter of CY 2020 sent shockwaves across the world, disrupting trade and supply chains, besides overwhelming the already fragile healthcare infrastructure in many countries. Most governments around the world imposed lockdowns of varying intensity to contain the spread of COVID-19. This led to a steep fall in demand and weakened consumer sentiment. Large-scale stimulus measures were announced by major economies to minimise the impact of economic fallout while multilateral agencies such as the International Monetary Fund and the World Bank called for concerted efforts to support vulnerable economies.

Beginning July 2020, synchronised fiscal policies and novel support measures played a vital role in supporting business sentiment. Backed by accommodative monetary policies of central banks, global growth showed some signs of revival. However, global economic recovery slackened in the latter part of CY 2020 and the first quarter of CY 2021, as several countries battled with the second wave of COVID-19 infections, especially the more virulent strains. With massive vaccination drives underway, risks to the recovery are expected to abate and economic activity may regain momentum in the second half of CY 2021. According to the International Monetary Fund (IMF), global growth declined by 3.3% in CY 2020.

India's economic growth, too, moderated due to weak domestic consumption, sluggish manufacturing and subdued investments. There was a swift revival of economic activity with the easing of lockdown restrictions in June 2020 and the subsequent opening up of the economy. Several high frequency economic indicators performed better than the initial expectations, pointing to a robust recovery. Passenger vehicles and motorcycle sales, railway freight traffic, and electricity consumption are on the rebound. The Indian economy contracted by 7.3% in FY 2020-21.

The global steel industry, like many commodities, witnessed a year of two halves in CY 2020. The first half witnessed a sharp decline in both steel demand and production, while the second half saw a sharper-than-expected recovery. The large infrastructure spends fueled by the several Governments' economic stimulus package led to a surge in demand for commodities. In the recent past, increased Environment, Social and Governance (ESG) scrutiny has constrained investments in several core and commodity sectors. The Governments-led commodity intensive infrastructure spend led to a demand surge overwhelming an already investment starved commodity supply chain. China's recovery from the pandemic, much ahead of others, contributed to the recovery of demand in commodities.

Global crude steel production declined to 1,864 MnT in CY 2020 from 1,880.1 MnT in CY 2019, largely on account of the lacklustre demand in the beginning of the year. Steel prices remained under pressure until the second quarter of CY 2020, after which they rallied higher, driven by increasing demand from the construction, automobile and retail segments. Similarly, raw material prices maintained an uptrend in the second half, except for seaborne metallurgical coal prices, which trended downwards owing to certain structural changes in China's global sourcing strategy. Crude steel production in Asia grew 1.5% y-o-y to 1,374.9 MnT, with China recording the highest growth at 5.2% y-o-y with 1,053 MnT production in contrast to the developed markets of EU and North America that reported a decline of 5.3% and 15.5% on y-o-y basis, respectively. Even though the year began with dampened market conditions, growth across the global steel industry seems to have stabilised.

In India, the steel industry experienced a weak first quarter of FY 2020-21 due to the COVID-19 induced slowdown that adversely impacted consumption and spending on infrastructure. However, the government implemented a series of measures to revive the economy, and the Reserve Bank of India (RBI) pitched in with calibrated monetary policies to keep interest rates steady through the year. Together, these measures helped arrest the decline and put the economy back on the growth path.

The domestic steel industry witnessed a sharp demand recovery, driven by restocking and higher demand from automotive, machinery, construction and infrastructure sectors on the back of increased government spending, specific policy initiatives such as Production-Linked Incentive (PLI) schemes to encourage manufacturing in India, and targeted stimulus packages for the Micro, Small and MediumSized Enterprise (MSME) sector.

In FY 2020-21, crude steel production in India fell 5.6% y-o-y to 103.04 MnT. Total finished steel consumption stood at 94.14 MnT in FY 2020-21, registering a 6% decline over FY 2019-20. However, finished steel consumption in March 2021 saw a growth of 45.7% over March 2020, indicating a strong demand rebound. Steel exports from India increased by 29.1%, making India a net exporter of finished steel in FY 2020-21, given the increased availability, especially in the first half of the year.

FY 2020-21 started on a difficult note due to the pandemic as lockdowns across the globe led to weakened consumption and decline in economic growth in Q1 FY 2020-21. However, with the synchronised monetary and fiscal policy measures, the Indian and global economy witnessed revival with improving business and consumer sentiment, together with higher demand and pricing. Infrastructure spending being one of the focus areas of governments, led to strong demand for steel and other metals globally. Although services remained constrained due to the pandemic, manufacturing picked up strongly across the world.

Amidst the fluctuations and uncertainties across the economic landscape in India and the world, the Company was able to deliver strong operational and financial performance during FY 2020-21.

(A) Standalone Results

The Company was able to gradually normalise its operations from Q2 FY2021, and ramp up production to cater to the surge in demand following the pick-up in economic activity in India and globally. Crude steel production was 15.08 MnT, and average capacity utilisation levels reached ~96% in March 2021. Production volumes were lower by 6% y-o-y, primarily due to lower capacity utilisation in the first quarter of FY 2020-21 as the Company scaled down operations owing to disruption and slowdown of economic activity and supply chain constraints on account of the COVID-19 outbreak. The Company achieved 99% of its revised crude steel production volume guidance of 15.2 MnT for FY 2020-21.

Saleable steel sales volume stood at 14.88 MnT, down 1% y-o-y. The Company exported 3.72 MnT of steel, up 41% y-o-y, and accounting for 25% of the total sales, as against 18% in FY 2019-20. The Company also achieved 99% of its standalone sales volume guidance of 15.0 MnT for FY 2020-21. Sales of Value-added and Special Products (VASP) accounted for 52% of the total sales volume for the year. The Company has established strong brands over the years, and branded products' sales stood at 48% of the total retail sales.

Revenue from operations grew 10% y-o-y to '70,727 crores, primarily due to an 11% increase in sales realisation as well as sale of iron ore from Odisha mines.

The Company continues to focus on backward integration by investing in its resource base to secure critical raw materials for the steel-making operations. Mining operations began in all the newly acquired mines in in Karnataka and Odisha during FY 2020-21. The Company was declared a "preferred bidder" for seven additional iron ore mines in the auctions held by the governments of Karnataka and Odisha in FY 2019-20. The mines have estimated resources of approximately 1.20 billion tonnes. The Company started mining operations in July 2020 in the acquired mining blocks of Nuagaon, Narayanposhi, Jajang and Ganua in Odisha and ramped up production and dispatches. The Company has also commenced production in the three recently acquired mines in Karnataka during the year. With this, all nine mines situated in Karnataka and the four situated in Odisha are operational. This is expected to further enhance the raw material security of the Company and lead to integrated and efficient operations. Overall, dispatches from captive mines during the year constituted 35% of iron ore requirements of the Company.

Cost reduction strategies such as optimising fuel consumption by increasing pulverised coal injection, reducing coke moisture, utilisation of pipe conveyor system for the transport of iron ore from mines to reduce supply chain costs also helped the Company bring down costs. The Company also undertook multiple initiatives to improve efficiencies by leveraging technological and digitalisation tools, reducing fixed cost base, optimising procurement costs, conserving liquidity, and ramping up sales and marketing efforts to find new markets and customers to remain competitive.

The Company achieved its highest ever annual Operating EBITDA of '19,259 crores, up by 54% y-o-y with an EBITDA margin of 27.2%, led by enhanced spreads due to better realisations, favourable product mix, lower coking prices and power costs. However, this was partly offset by higher prices of iron ore, which almost doubled in view of the shortage of iron ore in the domestic market due to lower production and higher volume of exports.

The depreciation and amortisation charge for the year was '3,781 crores, registering a 7% increase over the previous year due to depreciation charged on asset capitalisation for projects and sustaining capex. Further, amortisation costs was higher on account of amortisation of mining intangible assets as the Company started mining operations from Odisha iron ore mines. The finance costs for the year was '3,565 crores, a reduction of 11% over the previous year.

Exceptional items for the quarter and year ended March 31, 2021 represents impairment provision of '386 crores on the value of loans given and interest receivable from overseas subsidiaries on the assessment of recoverable value of the US operations determined by independent external valuers using cash flow projections.

Consequently, profit after tax increased by 59% to '8,393 crores as compared to the previous year.

The Company's net worth stood at '46,977 crores as on March 31, 2021 vis-a-vis '38,362 crores as on March 31, 2020. Gearing (net debt-to-equity) was at 0.90x (as against 1.23x) and net debt to EBITDA stood at 2.20x (as against 3.78x).

(B) Consolidated Results

The Company's revenue from operations on a consolidated basis for FY 2020-21 was '79,839 crores. Operating EBITDA at '20,141 crores registered a rise of 70% y-o-y. The operating EBITDA increased primarily due to higher operating EBITDA from the standalone results, better operating margins from the downstream business and lower operating losses from the overseas businesses. The domestic subsidiaries contributed an operating EBITDA of '2,131 crores during the year as against the operating EBITDA of '1,038 crores during the previous year. The overseas subsidiaries posted an operating EBITDA loss of '829 crores as against an operating EBITDA loss of '1,231 crores during the previous year.

Exceptional items for the quarter and year ended March 31, 2021 represent impairment provision of '83 crores relating to the US coal business towards the value of the property, plant, equipment and goodwill on the basis of values determined by independent external valuers using cash flow projections of respective businesses and assets.

The Company's net profit improved to '7,873 crores for FY 2020-21 vis-a-vis '3,919 crores in the last financial year. The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company. The Company's net worth on March 31, 2021 was '46,145 crores compared to '36,024 crores on March 31, 2020.

The debt has come down by '858 crores despite the spending on capex expenditure/ acquisitions aggregating to around '15,000 crores during FY 2020-21. The Company's consolidated Net gearing (net debt-to-equity) at the end of the year stood at 1.14x (as against 1.48x as on March 31, 2020) and net debt to EBITDA stood at 2.61x (as against 4.50x as on March 31, 2020).

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

(C) Outlook

The COVID-19 pandemic is regarded as a 'black swan' event for the global economy and humanity. But the global and Indian economies have shown a remarkable capacity to bounce back rapidly, supported by strong fiscal and monetary stimuli. Even though countries across the globe are now combating fresh COVID-19 outbreaks, the economic environment is expected to stay resilient. Resurgence of infection is undoubtedly a dampener on economic recovery, but much depends on the severity of the wave and extent of the lockdowns that need to be imposed. As experience shows, subsequent lockdowns have generally been less stringent and more localised, with the vaccination pace picking up across the world. According to the IMF, global growth is projected to grow by 6% in CY 2021, and the expected recovery will be determined by the effective pace of vaccination. The US economy is expected to gain more momentum with an accommodative monetary policy and fiscal

stimulus underpinning growth outlook. In China, economic activities have picked up since the last quarter of CY 2020, and broad-based growth is projected across investment, manufacturing and services. Synchronised policy measures and widespread availability of COVID-19 vaccines across the globe are expected to aid economic recovery.

As for the Indian economy, the high frequency indicators have been positive. Sufficiently supported by government spending and resilient rural consumption, manufacturing - especially consumer non-durables - and some categories of services, such as passenger vehicles and railway freight, the economy appears to be on its way to a gradual recovery. India is in the midst of a severe second wave and although the lockdowns are less stringent in comparison to the national lockdown of 2020, the spread of infection and the resultant impact on society are, unfortunately, more severe. Medical experts believe that the current wave may have peaked in India, and one can expect a reduction in cases and a gradual easing of lockdowns. Vaccinations will be a major counter to the virus, helping reduce mutations and subsequent waves.

Steel demand bounced back strongly in India as well as globally. Supply, however, is constrained due to underinvestments in the sector for the past several years, leading to improved realisations. With the Government of India's planned outlay for public infrastructure, the steel industry is expected to witness steady demand. In Q4 FY 2020-21, India's finished steel consumption grew by 17.1% as compared to that of Q4 FY 2019-20. Though the domestic market may face pressure owing to the second phase of the pandemic, a gradual recovery in domestic demand is expected in the second half of FY 2021-22. While the timing and trajectory of the reopening of the Indian economy will follow the decline in cases, the government's pro-growth policies and the Union Budget 2021-22 should help the economy recover to levels prior to the onset of the second wave.

India's growing urban infrastructure and manufacturing sectors indicate that demand for steel is likely to remain robust in the coming years. This will be further supported by government initiatives, such as providing affordable housing, expanding road and rail way networks and developing the domestic shipbuilding industry. In the Union Budget 2021-22, the government proposed a capital expenditure of '5.54 lakhs crores, with a push for infrastructure. Demand for steel is thus projected to remain robust in the coming years. The Company is in step with the country's aspiration to become one of the fastest growing economies in the world.

3.    Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the 'Reserves' for the year ended March 31, 2021.

4.    IMPACT of COVID-19

In the first half of CY 2020, the COVID-19 pandemic had an adverse impact across regional and global economies and financial markets. Most governments reacted by instituting lockdowns, business shutdowns, quarantines and restrictions on travel. Businesses also implemented safety measures to reduce the risk of transmission. Such actions led to disruption of economic activity, leading to many economies encountering a deep slump. However, towards the second half, with the end of lockdown in many countries and resumption of economic activity, consumption picked up and green shoots became visible.

The Company did face some operational disruptions in the beginning of FY 2020-21, which impacted the business. However, it was agile enough to work on a mitigation plan to overcome the challenges and combat the impact of the economic slowdown induced by the pandemic. It made all possible efforts to ramp up capacity utilisation and resume nearnormal run rates by the end of the first quarter of FY 2020-21. In the first quarter, the Company focused on exports to increase sales volumes, including liquidation of inventory, to offset the loss of sales volumes in the domestic market and improve cash flows. Gradually, as domestic consumption picked up, the Company focused on improving market share in India and domestic sales rose substantially. At the same time, it undertook targeted cost saving measures to recalibrate the cost base across all areas of operations, and leveraged technology and digitalisation to continually drive value.

As a long-term plan, the Company also identified key focus areas to ensure seamless business continuity. One such area is digitalisation, which it will continue to leverage by undertaking digital initiatives, using digital tools to access markets, and digital platforms to ensure operational excellence. It will also reduce its cost base and maintain continuity of its supply chains. Most importantly, it will remain committed to its environmental, social and governance goals.

The Company is playing a major role in supporting communities and the nation during the pandemic. It is one of the largest contributors of medical oxygen, and has set up oxygenated hospital beds in record time - take the 1,000 bed massive hospital at Vijayanagar and a 100-bed (to be scaled up to 500 beds) hospital at Dolvi.

5.    Dividend

The Board of Directors of the Company had approved a Dividend Distribution Policy on January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing Obligations S Disclosure Requirements) Regulations, 2015. The Policy is available on the Company's website: www.jsw.in/investors/investor-relations-steel.

In terms of the Policy, Equity Shareholders of the Company may expect dividend if the Company has surplus funds and after taking into consideration the relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profits of the Company after tax, in any financial year, subject to compliance of covenants with Lenders / Bond holders.

In line with the said policy, the Board of Directors has recommended dividend at '6.50 per equity share on the 241,72,20,440 equity shares of '1 each for the year ended March 31, 2021, subject to the approval of the Members at the ensuing Annual General Meeting.

The total outflow on account of equity dividend will be '1,571 crores, vis a vis '483 crores paid for FY 2019-20.

6.    Prospects

Management Discussion and Analysis, covering prospects, is provided as a separate section in the Annual Report.

7.    Management Discussion and Analysis

Management Discussion and Analysis is provided as a separate section in the Annual Report.

8.    Projects and Expansion Plans

In FY 2017-18, the Company initiated a three-year capex plan. The strategic objective of the plan was to create incremental capacity at a low specific investment cost so that it remains return-accretive. The key projects approved by the Board of Directors included:

•    Expansion of overall steelmaking capacity from 18 MTPA to 24 MTPA

•    Enriching    the    product mix with    additional

downstream capacity

•    Acquiring    and    developing    iron ore    mines to

achieve raw material security

•    Achieving    cost    reduction    through    backward

integration

The    Company    has    been on    track in    achieving

the set targets and some projects are awaiting commissioning.

(A)    Upstream Projects - Augmenting crude steel

capacity at Vijayanagar and Dolvi

1)    In Vijayanagar, during the fourth quarter of this fiscal year, the Company commissioned a new 160T Zero Power Furnace and 1 x 1.4 MTPA Billet Caster, along with associated facilities at SMS-3, to enhance steelmaking capacity. Wire Rod Mill No.2 of 1.2 MTPA capacity was commissioned during Q3 FY 2020-21. Capacity upgradation of BF-3 from 3.0 MTPA to 4.5 MTPA, along with the associated auxiliary units, is under implementation.

2)    In Dolvi, the Company successfully commissioned two of its key units i.e. 8 MTPA Pellet Plant-2, which is one of the world's largest pellet plants, and 5 MTPA Hot Strip Mill-2 plants. The Company commenced production of Hot Rolled Plates from the new 5 MTPA Hot Strip Mill facility in March 2021.

Completion of work pertaining to the blast furnace and Steel Melt Shop (SMS) has been impacted by the ongoing COVID-19 disruption. The BF-2 is expected to be fully commissioned by the end of Q2 FY 2021-22. The 5 MTPA SMS-2 is close to commissioning and all two substations have been successfully charged. Similarly, coke and pellet feeding to BF-2 and limestone/dolomite feeding to LCP 5/6/7 is in the final commissioning phase. In Lime Calcination Plants (LCP 5/6/7), one of the three kilns' (Kiln-5) pressure testing has been completed and is ready for heating. Refractory works is already completed in all three kilns. The Company now expects full integrated operations of the expanded 5 MTPA at Dolvi by September 2021.

(B)    Enriching product mix

1.    As part of the capacity expansion of CRM-1 complex at Vijayanagar, conversion of existing standalone Pickling line and twin stand compact Cold Mill to Pickling Line and Tandem Cold Mill (PLTCM) of 1.80 MTPA and one of the two new lines of 0.45 MTPA each for construction grade galvanised products, were commissioned during the fourth quarter of FY 2020-21. The second Continuous Galvanising Line (CGL) is expected to be commissioned by the second quarter of FY 2021-22.

2.    A new 0.3 MTPA line for colour-coated products is also underway in Vijayanagar and is expected to be commissioned during the second quarter of FY 2021-22.

3.    Modernisation and capacity enhancement at Vasind and Tarapur by increasing GI/GL capacity by 0.9 MTPA, and increase in colour coating capacity by 0.3 MTPA has been commissioned in phases during FY 2020-21.

4.    Capacity enhancement of colour-coated products (PPGI/PPGL) at Vasind and Kalmeshwar by 0.5 MTPA is expected to be commissioned in Q1 FY 2021-22.

5.    The 0.5 MTPA of new Continuous Annealing Line (CAL) at Vasind is expected to be commissioned in the fourth quarter of FY 2021-22.

6.    Additional Tin Plate Line (through BAF route) of 0.25 MTPA at Tarapur is expected to be commissioned in the first quarter of FY 2022-23 to enhance the tin plate product-mix.

(C) Cost reduction projects and manufacturing integration

1)    Setting up of 8 MTPA pellet plant and 1.5 MTPA coke oven plant at Vijayanagar:

In order to decrease the facility's requirement of expensive lump iron ore, the Company has set up an 8 MTPA pellet plant at Vijayanagar. The project was commissioned and is currently under trial run. The construction of Coke Oven Battery of 1.5 MTPA at Vijayanagar is currently under progress and is expected to be commissioned in phases from Q3 FY 2021-22. The Company has also decided to expand the coke oven capacity by another 1.5 MTPA at Vijayanagar, which is expected to be commissioned in the second half of FY 2021-22. The projects, cumulatively, will contribute to substantial cost savings as the current coke requirements are being procured from the Dolvi unit.

2)    Setting up 175 MW and 60 MW power plants at Dolvi:

The Company is setting up 175 MW Waste Heat Recovery Boilers (WHRB) and a 60 MW captive power plant to harness flue gases and steam from the Coke Dry Quenching (CDQ). These power plants are expected to be commissioned during Q1 FY 2021-22.

D) New projects:

The Board of Directors has approved some key projects that will enable the Company to continue to meet the growth in steel demand in India, in line with the government's National Steel Policy, which projects a requirement of 300 MTPA capacity by 2030. The new projects approved entail a capex of '25,115 crores (including sustenance and other capex of '6,565 crores) spread over three years from FY 2021-22 to FY 2023-24.

5 MTPA expansion at Vijayanagar

The Company will expand its steel making capacity by 5 MTPA at Vijayanagar from the existing 12 MTPA at a capex cost of '15,000 crores through its wholly-owned subsidiary, JSW Vijayanagar Metallics Limited.

Vijayanagar is India's largest single-location steel plant, and this brownfield expansion through its subsidiary will be completed by FY 2023-24, further reinforcing that distinction. The Company will leverage its strong capabilities and track record of implementing brownfield expansions efficiently.

Iron ore mines in Odisha

The Company has four iron ore mine leases in Odisha that were acquired in auctions in FY 201920. The Company has successfully operationalised and ramped up operations in all these mines in FY 2020-21. It will enhance its mining capabilities and efficiencies at a capex of '3,450 crores, which will enhance its mining infrastructure and reduce reliance on outsourced mining. It will also implement digitalisation, and set up grinding and washing facilities to improve the quality of the ore, which will lead to higher productivity at the steel-making operations.

Colour Coated facility in Jammu & Kashmir

To cater to the growing demand for steel and to support economic development in the state, the Company would set up a 0.12 MTPA colour coated downstream steel facility in Jammu & Kashmir. This will entail a capex of '100 crores.

With the completion of the above projects, the Company's overall steelmaking capacity would increase to 30.5 MTPA.

9. Mergers and Acquisitions

FY 2020-21 was a successful year on the inorganic growth front, with the Company completing several strategic acquisitions:

Asian Colour Coated Ispat Limited (ACCIL):

•    Acquired in October 2020 for '1,550 crores through the IBC process

•    Pure-play downstream company with a capacity of 1 MTPA, with production facilities in Maharashtra and Haryana

•    Major products: Galvanised and colour-coated coils and sheets, mainly for white goods, industrial sheds, pipes, drums and barrels, etc.

Bhushan Power and Steel Limited (BPSL):

•    Acquired in March 2021 with current stake of 49% through IBC process. Payment to financial creditors in IBC process for 100% stake was '19,350 crores. The cash outgo from the Company was '5,087 crores

•    Integrated steel producerwith liquid steel capacity of over 2.5 MTPA in Jharsuguda, Odisha, primarily flat steel. Downstream facilities in Kolkata and Chandigarh

•    Acquisition gives the Company strategic presence in Eastern India

Plate and Coil Mill Division (PCMD) of Welspun Corp Ltd.:

•    Acquired for '850 crores

•    Manufactures high-grade steel plates and coils. Located in Anjar, a port-based facility in Gujarat with a capacity of 1.2 MTPA

•    Acquisition enables the Company's entry into different grades of steel products, especially plates.

10. Technical Collaboration with JFE Steel Corporation, Japan (JFE)

The strategic collaboration agreement that was signed between JFE and the Company in the year 2010, was one of the largest FDIs in India in the Metals and Mining space.

The strategic technical collaboration with JFE has added significant value to the Company, both in terms of products and services, thereby enriching the product mix of the Company. The Company has developed a wide range of steel for critical auto end-use applications such as outer body panels, bumper beams and other crash resistant components with strength levels up to 980 MPa. The continuous support received from JFE in the form of technical assistance has resulted in expeditious resolution of issues observed during the commercial production/approval of stipulated licensed grades.

The collaboration with JFE has immensely helped the Company in imbibing the technological best practices. It has further created a culture of continuous learning and process improvements, which ensure medium to long-term value creation.

The collaboration has helped the Company to drive excellence in process and product development, improve product quality, productivity, yield and energy efficiency across plants. It has also helped in the standardisation of system parameters towards providing a more sustainable environment and imbibing best practices in safety and waste management.

In the last decade, there has been a tremendous synergy in the working relationship between the two companies both at the strategic and operational level and their working relationship has only become bigger and stronger. The people exchange programme between JFE and the Company has also matured over the years, with seamless sharing of information, knowledge and best practices. Throughout these years of collaboration, JFE Steel's experience and understanding has helped the Company to

India with local steel. This would also strengthen the Company's position as India's leading manufacturer of advance steel products that lead to reduced CO2 emissions and producing sustainable steel products.

With the huge expansion plan that the Company has embarked on, the collaboration agreement is likely to add immense value to both partners. The partnership with JFE since 2010 has provided the Company cutting-edge technologies and world-class technical expertise to enhance the Company's operational excellence.

11. Subsidiary and Joint Venture (JV) Companies

The Company has 51 direct and indirect subsidiaries and eight JVs as on March 31, 2021 and has acquired or incorporated certain domestic subsidiaries during the year. As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries and JVs in Form AOC-1 is attached to the financial statements of the Company. In accordance with provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the Company. The Company will provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

The details of the major subsidiaries and JVs are given below:

(A) Indian Subsidiaries

1) JSW Steel Coated Products Limited (JSW Steel Coated)

JSW Steel Coated Products Limited is the Company's wholly-owned subsidiary and caters to both domestic and international markets. With three manufacturing facilities at Vasind, Tarapur and Kalmeshwar in the state of Maharashtra, this Company is engaged in the manufacture of value-added flat steel products comprising tin plates, galvanised and Galvalume coils/sheets and colour-coated coils/sheets. JSW Steel Coated reported a production (Galvanising/ Galvalume products/Tin Product) of 1.84 MnT, an increase by 4% y-o-y this year. Its sales volume increased by 17% y-o-y to 2.175 MnT during FY 2020-21. The revenue from operations for the year under review was '14,963 crores. The operating EBITDA during FY 2020-21 was '1,231 crores as against '550 crores in FY 2019-20. The operating EBITDA margin during FY 2020-21 was at 8% compared to 5% in FY 2019-20 primarily due to improved sales mix, higher realisations and lower conversion costs. The net profit after tax stood at '733 crores compared to '296 crores in the last financial year.

 

consolidate its leadership position in the value-added and special products space in some of the most challenging end-use segments in India, such as Automotive Steel, Electrical Steel and so on.

The partnership with JFE has majorly contributed towards strengthening and establishing the Company as a preferred supplier with large domestic customers in India, which has helped them to localise their steel requirements that were hitherto imported.

JFE has also assisted the Company by providing technology to upgrade products, processes and systems for making high-value-added and special steels such as Advance High Strength Steel and Electrical Steel.

In FY 2020-21, the COVID-19 pandemic caused several disruptions in the global market that forced each company to adopt unique ways to improve efficiency and to become resilient. Under such circumstances, joint collaborations help in learning new practices from each other and implementing them quickly. Remote assistance by JFE experts for solving several operational problems in different plant locations of the Company has been very useful during these times.

During FY 2020-21, JFE has provided technical assistance in the following areas:

•    Improvement in Blast Furnace operations at Dolvi and Vijayanagar

•    Technical support in low tapping ratio operations due to COVID-19 restrictions and operational guidelines for stable operations during low production

•    Technical support provided for Blast Furnace life prolongation, addressing equipment issues, operational issues and improvement of tapping conditions

•    Improvement of the Blow in Practices in Blast Furnace in Dolvi Works

•    Adoption of best-in-class practices at SMS shop for ferro alloy cost reduction and mechanical property prediction system at Hot Strip Mill

In order to further strengthen the relationship, the Company and JFE Steel are in the process of entering into new technical assistance agreements for quality and process improvements in the Company's Salem unit and Tarapur unit of its wholly-owned subsidiary, JSW Steel Coated Products Limited. While the agreement with the Tarapur unit will focus on tin plate products, the technical assistance with Salem Works of the Company is for Wire and Bar Mill Products.

The Company and JFE have also signed a Memorandum of Understanding to conduct a feasibility study for setting up a manufacturing and sales JV in India for Cold Rolled Grain Oriented (CRGO) Electrical Steel Products. The demand for CRGO in India is met presently by imports. With this facility, the Company is likely to have a first mover advantage to service customers in

2)    Amba River Coke Limited (ARCL)

Amba River Coke Limited (ARCL) is a wholly-owned subsidiary of the Company and has set up a 1 MTPA coke oven plant and a 4 MTPA pellet plant. ARCL produced 0.94T of coke and 3.21 MnT of pellet during FY 2020-21. The coke and pellets produced are primarily supplied to the Dolvi unit of the Company. The operating EBITDA for the year under review increased to '467 crores due to higher margins as against '388 crores in FY 2019-20. Its profit after tax decreased to '168 crores in FY 2020-21 from '194 crores in the previous year as the higher EBITDA earned was offset by higher depreciation charge and one off tax credit in the previous year on account of a reversal of deferred tax liability due to expected transition to the new tax regime.

3)    JSW Industrial Gases Private Limited (JIGPL)

JSW Industrial Gases Private Limited (JIGPL) is a wholly-owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar plant. The profit after tax was '37 crores in FY 2020-21 ais-a-vis '44 crores in FY 2019-20. The profit after tax reduced as compared to the previous year due to one-time gain in tax credit on account reversal of deferred tax liability due to change in the corporate tax rate .

4)    JSW Vallabh Tinplate Private Limited (JSWVTPL)

The Company has completed acquisition of 1,32,37,227 equity shares representing 26.45% of the issued and paid-up share capital of JSW Vallabh Tinplate Private Limited (JSW VTPL). As a result, JSW VTPL has become wholly-owned subsidiary of the Company.

It produces tin plates and has a capacity of

1.0 lakh tonnes. With a production of 0.86 lakh tonnes during FY 2020-21 (0.84 lakh tonnes during FY 2019-20), its EBITDA for the year was '47 crores compared to '47 crores the previous year. Its net profit after tax for FY 2020-21 was '18 crores against '12 crores in FY 2019-20.

5)    Vardhman Industries Limited (VIL)

VIL manufactures colour-coating products. Its manufacturing unit is at Rajpura, Patiala in Punjab. VIL has a colour-coating line with a capacity to produce 40,000 tonnes per annum and a service centre to cater to white goods customers in North India.

In FY 2020-21, VIL produced 46,542 tonnes, and its EBITDA stood at '30 crores compared to '3 crores in FY 2019-20* Its net profit after tax for FY 2020-21 was '25 crores compared to '1 crore in FY 2019-20*.

•    Financial performance FY 2019-20 is calculated from the date of acquisition on December 31, 2019.

6)    Asian Colour Coated Ispat Limited (ACCIL)

ACCIL manufactures downstream steel products and has two manufacturing units located at Bawal, Haryana and Khopoli, Maharashtra. ACCIL has a capacity of 1 MTPA, with 3 lakh tonnes of cold-rolled steel and colour-coated steel.

The Company has generated an EBIDTA of '250 crores from the date of acquisition till March 31, 2021.

7)    Other Projects Being Undertaken by Domestic Subsidiaries

The Company as part of the its long term growth strategy had initiated a few greenfield projects in the states of West Bengal, Jharkhand and Odisha.

•    JSW Bengal Steel Limited (JSW Bengal Steel) - As a part of its overall growth strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the availability of key raw materials such as iron ore and coal, after the cancellation of the allotted coal blocks the JSW Bengal Steel Salboni project has been put on hold.

•    JSW Jharkhand Steel Limited (JJSL) -This was incorporated in relation to the setting up of a 10 MnT steel plant in Jharkhand. The Company is currently in the process of obtaining approvals and clearances necessary for the project.

•    JSW Utkal Steel Limited (JUSL) was formed for setting up an integrated steel plant of 12 MTPA steel capacity and a 900 MW captive power plant in Odisha. The Company is in the process of obtaining the necessary approvals and licences for the project.

(B) Overseas Subsidiaries

1) Periama Holdings LLC and Its Subsidiaries Viz. JSW Steel (USA) Inc - Plate and Pipe Mill Operation and its Subsidiaries - West Virginia, USA-Based Coal Mining Operation

a) Plate and pipe mill operation JSW Steel (USA) is in the process of modernising the existing facilities at Baytown, Texas. The first phase is nearing completion with the cold commissioning completed and the hot commissioning in progress. The second phase of the modernisation of the plate mill has started and expected to be completed

in FY 2022-23. The facility was shut down for part of the year in conjunction with the shutdown at the Ohio steel-making facility, and is now ramping up well.

The unit produced 0.13 million net tonnes per annum (MNTPA) of plates and 0.004 MNTPA of pipes with capacity utilisation of 14% and 1%, respectively. During FY 2020-21, JSW Steel (USA) reported EBITDA loss of US$ 9.2 million ('73 crores) compared to the previous year's negative EBITDA of US$ 31.69 million ('214 crores). Net loss after tax for FY 2020-21 was US$ 75.63 million ('605 crores) compared to net loss after tax of US$ 117.82 million ('822 crores) in FY 2019-20.

b) Coal mining operation Periama Holdings LLC has 100% equity interest in coal mining concessions in West Virginia, US along with permits for coal mining and owns a 500 TPH coal-handling and preparation plant. During the year, total production stood at 77,928 NT as against 123,458 NT during FY 2019-20. Its coal mining operations reported EBITDA loss of US$ 5.52 million ('43 crores) for the year, compared to EBITDA of US$ 4.23 million ('30 crores) in the previous year. Loss after tax stood at US$ 19.64 million ('146 crores) vis-a vis Loss after tax of US$ 11.31 million ('80 crores) in FY 2019-20.

2) Acero Junction Holdings, Inc (ACERO) and its Wholly-Owned Subsidiary JSW Steel USA OHIO Inc (JSWSUO)

JSWSUO has steelmaking assets consisting of 1.5 MNTPA electric arc furnace (EAF), 2.8 MNTPA continuous slab caster and a

3.0 MNTPA hot strip mill at Mingo Junction, Ohio in USA. The EAF was shut down for part of the year for upgradation. In March 2021, JSWSUO completed the modernisation of EAF and restarted production in mid-March 2021, and is now ramping up well. Majority of the slabs produced from this facility would be supplied to Baytown facility for further value addition in the form of plates and pipes. JSWSUO had entered into a longterm tolling agreement for rolling slabs to HRC with Allegheny Technologies Inc., which has high quality mills and capabilities. This arrangement will provide the flexibility to meet customer requirements, as well as feed the US Plate and Pipe Mill.

It reported a total HRC production of 0.03 MnT during FY 2020-21. JSW Ohio reported an EBITDA loss of US$ 68.51 million ('510 crores) compared to EBITDA loss of US$ 113.07 million ('792 crores) last financial year. Loss after tax for FY 2020-21 was US$ 116.09 million ('863 crores) compared to Loss after tax of US$ 144 million ('1,011 crores) in FY 2019-20.

3) JSW Steel Italy Piombino S.P.A. (JSW Piombino) (Formerly Known As Aferpi S.P.A), Piombino Logistics S.P.A. - A JSW Enterprise (Formerly Known as Piombino Logistics S.P.A.) and Gsi Lucchini S.P.A JSW Piombino produces and distributes special long steel products, viz. rails, wire rods and bars. It has a plant at Piombino in Italy, comprising a Rail Mill (0.32 MTPA), Bar Mill (0.4 MTPA), Wire Rod Mill (0.6 MTPA) and a captive industrial port concession. PL manages the logistics infrastructure of Piombino's port area. The port managed by PL has the capacity to handle ships up to

60,000 tonnes. During FY 2020-21, operations generated an EBITDA loss of € 22.65 million ('191 crores) compared to EBITDA loss of €31.91 million ('236 crores) last year. Loss after tax for the year amounted to €30.1 million ('247 crores) against loss after tax of € 49.1 million ('364 crores) in FY 2019-20.

(C) Joint Venture Companies

1)    JSW Ispat Special Steel Products Limited (JISPL) (Formerly Known as Monnet ISPAT & Energy Limited (MIEL))

In July 2018, the National Company Law Tribunal (NCLT) approved the resolution plan submitted by a consortium comprising the Group and AION Investments Private II Limited for the acquisition of Monnet Ispat and Energy Limited (MIEL) (now known as JSW Ispat Special Products Limited or JISPL). JISPL owns a 1 MnT integrated steel plant with the ability to scale up to 1.5 MnT, along with a 0.8 MnT sponge iron plant, 2.20 MnT pellet plant, a 0.96 MnT sinter plant and a 230 MW captive power plant in Chhattisgarh. The acquisition was completed on August 31, 2018 and currently, the Company directly and indirectly holds 23.1% of the equity shares of JISPL.

JISPL operations turned around during the year and posted the consolidated operating EBITDA of '384 crores in FY 2020-21 as compared to EBIDTA loss '46 crores in FY 2019-20. The profit after tax was '210 crores in FY 2020-21 as compared to loss after tax of '492 crores in FY 2019-20.

2)    JSW Severfield Structures Limited and its Subsidiary JSW Structural Metal Decking Limited (JSSL)

JSW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate and erect structural steel work and ancillaries for construction projects. These projects have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 33,912 tonnes (including job work) during FY 2020-21. Its

order book stood at '1,039 crores (85,043 tonnes), as on March 31, 2021 and EBITDA in FY 2020-21 decreased to '41 crores from '102 crores in FY 2019-20. The loss after tax for FY 2020-21 was '16 crores, as compared to profit after tax of '50 crores in FY 201920. JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant's total capacity is 10,000 TPA. EBITDA in FY 2020-21 decreased to '6 crores from '12 crores in FY 2019-20. The profit after tax for FY 2020-21 was '2 crores compared to '9 crores in FY 2019-20.

3)    JSW MI Steel Service Centre Private Limited (MISI JV)

The Company and Marubeni-Itochu Steel signed a JV agreement on September 23, 2011 to set up steel service centres in India.

The JV Company had started the commercial operation of its steel service centre in western India (near Pune), with 0.18 MTPA initial installed capacity in March 2015. MISI JV has also commissioned its steel service centre in Palwal, Haryana, with 0.18 MTPA initial capacity. The service centre is equipped to process flat steel products, such as hot-rolled, cold-rolled and coated products. Such products offer just-in time solutions to automotive, white goods, construction and other value-added segments. EBITDA in FY 2020-21 was '41 crores as compared to '21 crores in FY 2019-20. MISI JV earned a profit after tax of '18 crores during FY 2020-21 as compared to '7 crores during FY 2019-20.

4)    Bhushan Power and Steel Limited (BPSL)

Pursuant to the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016, the Resolution Plan submitted by the Company for Bhushan Power and Steel Limited (BPSL) was approved by NCLAT vide order dated September 5, 2019 and subsequently an appeal preferred by the Company has been allowed by NCLAT vide its order dated February 17, 2020. The erstwhile promoters of BPSL, certain operational creditors and the Enforcement Directorate (ED) preferred an appeal before the Hon'ble Supreme Court against the NCLAT Order which are pending for adjudication.

On March 26, 2021 the Company completed the acquisition of BPSL by implementing the resolution plan approved under IBC Code, basis an agreement entered with the erstwhile committee of creditors. This provides an option/right to the Company to unwind the transaction in case of unfavourable ruling on certain specified matters by Hon'ble Supreme Court.

On the basis of the Resolution Plan, the Company has also entered an arrangement with JSW Shipping & Logistics Private Limited (JSLPL) through which the Company and JSLPL holds equity of Piombino Steel Limited (PSL) in the ratio of 49% and 51% respectively, and thus gaining joint control of PSL.

The Company has invested in aggregate '5,087 crores in equity shares, Optionally Fully Convertible Debentures (OFCD) and share warrants. PSL has received additional equity contribution from JSLPL, amounting to '1,027 crores (including share warrants) and raised further debt. PSL has invested '8,550 crores in Makler Private Limited (Makler) and Makler has raised further debt and paid '19,350 crores to the financial creditors of BPSL in accordance with the approved Resolution Plan. Pursuant to the merger of Makler with BPSL in accordance with Resolution Plan, BPSL has become a wholly-owned subsidiary of PSL.

BPSL operates a 2.5 MTPA integrated steel plant located at Jharsuguda, Odisha and also has downstream manufacturing facilities at Kolkata, West Bengal and Chandigarh, Punjab.

The Company continues to explore inorganic growth opportunities that meet the operational, financial and sustainable goals of the business.

12. Sustainability

Steel is deemed a resource-intensive sector and sustainable operations are highly relevant for steelmakers globally, demanding an efficient business response. The process of steelmaking involves complex activities that require heavy energy utilisation and effective waste and emissions management. The Company is mindful of the impact its operations have on the environment and attempts to minimise its environmental footprint throughout the operations.

The Company's long-term sustainability ambition is guided by a Vision - the Company should demonstrably contribute in a socially, ethically and environmentally responsible way to the development of a society where the needs of all are met, and do so in a manner that does not compromise the ability of the future generation to meet the needs of their own.

The Company's commitment of demonstrating fulfillment of its Sustainability Vision emanates from our Sustainability Strategy, based on seven key elements-leadership, stakeholder engagement, communication, planning, improvement, monitoring and reporting. These seven pillars enable the Company to take well-informed decisions pertaining to ESG while remaining aligned with stakeholder expectations and business growth objectives.

To attain the Sustainability Vision, the Company is developing a Sustainability Framework that takes into consideration the key principles of various fundamental national and international guidelines and frameworks.

The Company has deployed the double materiality exercise to arrive at the material issues. The assessment was undertaken in early 2021 and has reinforced that the Company's current focus areas remain relevant in this ever-changing scenario.

Sustainability Governance

The Company's sustainability journey is steered by a robust governance structure. The Company has a Board-level Business Responsibility/Sustainability Reporting Committee, which has six Directors and is chaired by an Independent Director. The Company's senior management looks into sustainability-related issues each month via an Executive Committee (EC) and review the progress of key performance indicators. The Company has also created committees/working-groups to address specific issues like the Climate Action Group (CAG) or the Working Group on Waste Management and Circular Economy. The Climate Action Group conducted nine meetings in FY 2020-21.

The Company has clearly defined goals and set ambitious targets against various sustainability Key Performance Indicators (KPIs) for the year 2030. These are further broken down into yearly targets, the progress against which are reviewed, monitored and reported to all stakeholders on an annual basis. About '557 crores was earmarked to be spent on Best Available Technologies (BAT) for environmental sustainability during FY 2020-21.

Tackling Climate Change

With a looming climate crisis in the background, the Company has devised a climate action plan to improve its net carbon emission intensity beyond India's Nationally Determined Contributions (NDC) and achieve more than 41% reduction by 2030 from the base year of 2005.

This would be achieved through

•    Improvement of input raw material quality through beneficiation

•    Increased use of renewable energy

•    Increased use of scrap

•    Reducing coke in Blast Furnaces (BFs), increased Pulverised Coal Injection (PCI) and Natural Gas (NG) use in BFs

•    Energy efficiency and process efficiency improvements through best available technologies

•    Continue efforts and collaborations towards development of deep decarbonisation technologies such as Carbon Capture Utilisation/Storage (CCUS), use of hydrogen in iron reduction etc.

The Company has an operating Carbon Capture Utilisation (CCU) plant at Salav facility, which is capturing carbon from the exhaust gases generated by sponge iron operations, treating and converting it to approximately 100 TPD CO2 (99.5% purity) and selling it to the food and beverage industry for use.

The Company also plans to use renewable energy across steel operations at Vijayanagar by utilising around 800 MW RE (solar + wind) power.

Multiple operational interventions were implemented during the year to further improve on the sustainability performance and aid the achievement of our targets like installation of Waste Gas Recovery at Sinter Plant 4 resulting in fuel saving, increasing TRT power generation by 22.5% from 8.03 MW in FY 2019-20 to 9.84 MW in FY 2020-21 resulting in reduction in purchased power requirement.

Energy

One crucial intervention to inculcate sustainability in the steelmaking process is decreasing its energy intensity, which also has a direct bearing on the reduction of CO2 emission. The Company is continually innovating to meet and go beyond the compliances of Perform Achieve and Trade (PAT) mechanism. The Company has voluntarily participated in Step-up Programme by worldsteel Association for efficiency improvement focusing on energy, process reliability, process yield and raw material quality and benchmarking performance together with companies in the top 15 percentile across the world. Increasing usage of non-conventional sources for energy such as waste-gas heat recover technologies is reducing the Company's energy intensity.

Product Sustainability

The Company has made Environmental Product Declarations (EPDs) for its products (Hot Rolled Coils and Cold Rolled Closed Annealed) and completed lifecycle assessment for 14 products. It communicates its environmental impacts transparently to all stakeholders. Currently, the Company is working on TMT bars and other construction materials covered through GreenPro Eco-labelling to demonstrate its superior environmental and sustainability performance. The Company endeavours to deliver sustainability through its high quality value added products like tin plate products, Advanced High-Strength Steels, high end corrosion resistance steel, Electrical steel etc., enabling the Company to meet its commitment towards sustainability throughout the value chain.

Circular Economy and Resource Conservation

The Company has adopted an integrated strategy towards efficient waste and wastewater management focusing on 'Zero waste to Landfill' and 'Zero Liquid Discharge', with technological innovations like using plastic waste in steel melting process, use of steel by-products in making of paver blocks, replacement of river sand, and so on. The Company has established the process for utilisation of dry pit slag of blast furnace as a replacement of natural aggregate. The Vijayanagar facility is also conducting a study for the utilisation of steel slag as fertiliser in coordination with the government and other industry leaders.

Water Management

All facilities follow Zero Liquid Discharge principles. While more than 50% of the revenue comes from sites operating in water-stressed regions, the Company has cautiously taken steps to enhance water conservation and harvesting in these regions. The Company has developed critical infrastructure necessary for water conservation both inside and outside plant boundaries together with environmental infrastructure in the community and mines such as check dams, gabions, coir matting. The plants have extensive water management plans in place which accelerate water conservation. The Company has implemented a project wherein the sewage water of the township at Vijayanagar is being processed and used as process water in operations. The Company will soon be replicating and scaling up this across other townships at Vijayanagar.

Air Emissions

The Company continues to upgrade and implement better pollution control systems while seeking expansion and improvement. From introducing mobile de-dusting systems to installation of yard sprinklers to large scale interventions like installation of MEROS, de-dusting systems, the Company has been able to consistently manage its air emissions efficiently.

In Vijayanagar, in Raw Material Handling System (RMHS), a de-dusting system of capacity 1,50,000 m3/h was commissioned at 5MT JH14-15. It covers around 50-60 dust sources effectively and attains work zone emissions at less than 2mg/m3.

In Dolvi, RMHS open yards are going to be fully covered with conventional/space frame covered shed. Covered storage shed will prevent dust emission in the environment during operation of the yard.

In Salem, installation of mobile de-dusting system in the Blast Furnace resulted in reduction of fugitive emission from 12,500 ug/m3 to 3,200 ug/m3.

Biodiversity

With a target for 2030 of achieving no net loss to biodiversity, the Company continuously looks for opportunities to enhance the biodiversity by deploying techniques of Miyawaki plantations, mangrove plantations and other plantations of high carbon sequestration species. The Company has Biodiversity Management Plans and has facilitated monitoring of wildlife with the help of cameras, forest tankers and patrolling vehicles. The Company reports on the 10-point framework of Indian Business and Biodiversity Initiate (IBBI) biennially and has also aligned with 12 National Biodiversity Targets (NBTs). The Company has collaborated with People for Environment and Bombay Natural History Society to enhance biodiversity.

The Company plans to incubate a biodiversity park at Vijayanagar to provide a safe compound for native species and accelerate the process of carbon sequestration.

Capacity Building

The Company is focused on strengthening its internal capacity as well as that of its business partners relating to sustainability issues. In the same light, the Company conducts regular webinars, discussion fora and external-capacity building programmes especially curated to suit the needs of the organisation by globally-renowned facilitators such as the Global Reporting Initiative (GRI).

Health & Safety

For the Company, employees' and contractors' health, safety, and well-being are a top priority. The Company has witnessed a steady decline in LTIFR from 0.42 in FY 2017-18 to 0.26 in FY 2020-21. The Company's Health and Safety Vision is: 'Vision 000', which aims at three goals - to achieve zero major accidents, zero injuries, and zero harm.

The Company has initiated a certification programme for line managers as 'Safety Champions' in collaboration with British Safety Council to develop line managers as safety ambassadors at the workplace.

As a leading steel manufacturer, it is extremely critical that the Company works with the right partners at sites. To achieve this, the pre-qualification assessment of contractors has been revised to reflect the enhanced safety requirements in line with the contractor safety management strategy. Once the pre-qualified contractors start working at locations, they are assessed through the JSW CARES Program. JSW CARES (Contractor Assessment and Rating for Excellence in Safety) is a key contractor safety management initiative launched as a progressive capability building tool for contractors to improve and excel in their respective safety management systems and performance.

In FY 2020-21, high-risk safety audits by the British Safety Council were conducted across Salem and Dolvi.At Dolvi, the Company has engaged DuPont Sustainable Solutions (DSS) for developing Centre of Excellence (CoE) in Process Safety Management.

Social interventions

The Company carries out its social and out of fence environment initiatives through JSW Foundation, following a holistic life-cycle based approach. The interventions range from strengthening educational institutions to provisioning of secondary & tertiary healthcare and strengthening of public health system, helping communities to access basic sanitation & promoting hygiene, contributing towards water and environment conservation, facilitating women-centric livelihoods and, promoting agribusiness approach.

In the last four financial years, the Company has consistently increased the share of CSR expenditure. The CSR spend has increased every year from '43 crores in FY 2016-17 to '139.73 crores in FY 2019-20. During the current financial year, the Company has spent an amount of '78.32 crores towards CSR expenditure,

 

and an additional '86.49 crores was transferred to the unspent CSR account for executing ongoing projects. The Company's CSR interventions have reached out to communities across more than 255 villages in five states of India with following key outcomes:

•    1 million families supported during COVID-19

•    7.95 lakh cubic metre additional water storage capacity created

•    7100 farmers supported with ~1800 tonnes of commodities linked to markets

•    ~57000 people reached out through health screening services

•    ~2400 students supported through JSW UDAAN Scholarship for pursuing Higher education

•    139,000 applications facilitated for linking with Government support schemes

A significant part of the Company's CSR philosophy is community- and employee volunteer-driven. The employee engagement is across various initiatives e.g. support to the neonatal care unit at Bellary Government Hospital, waste collection drive, sanitation drives, mangrove plantation, awareness building programmes for local communities and other such activities. In the last fiscal, to combat COVID-19, Vijayanagar setup three dedicated care centres in the township to provide medical aid to infected patients. Additionally, doorstep awareness sessions were conducted for over

38,000 people from 7,100 households in 13 villages, and 75,000 masks were distributed across 21 villages. With Akshaypatra Kitchen, over 5,80,000 meals were provided (16,000 meals per day) during the lockdown period. The facility also supplied 320 tons/day of oxygen supply across Karnataka and in neighbouring states.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated January 22, 2021 in CSR Rules, 2014, company has adopted a revised CSR policy in line with the above changes. The policy has been approved by the Company's Board of Director and the same is now available at the website of the Company at https:// www.jswsteel.in/investors/jsw-steel-governance-and-regulatory-information-policies-0

In view of the solid foundation laid for the long-term projects in this fiscal and the envisioned scaling up of the on-going CSR projects, the Company will continue to create value for its and further for a wider range of stakeholders. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this Report as Annexure C.

Sustainability resides at the heart of JSW Steel. Recognising the potential impact that a company of a scale as large as JSW Steel can create, the Company aims to continuously monitor, improve, report and accelerate growth in the ESG domain. A detailed review of the ESG performance and strategy can be accessed in the Integrated Report.

13.    Innovation and Technology

The Company continued its innovation journey with vigour in FY 2020-21. Following the disruptions induced by the pandemic, this financial year turned out to be one of 'Digital Awareness' across the world as digitalisation accelerated globally in the new normal. In FY 2020-21, the Company extended its digitalisation drive across new frontiers while consolidating and ensuring consistent impact from earlier deployed initiatives. Across all the integrated plants, sales and marketing and other support functions, JSW employees participated in the journey with vigour and enthusiasm.

Nearly 6000+ employees have directly engaged in the cultural transformation journey, with 200+ digital ideas being generated in-house by plants and functions teams. This was further matched by deploying some of the world's best and most cost-effective cutting-edge technology solutions such as Artificial Intelligence/ Machine Learning, Fog Computing, Deep Learning, Internet of Things (IoT), Computer Vision, Robotics and so on.

14.    Human Resources

A Company's continued success depends on the ability to attract, develop and retain the best talent at every level. The Company's Human Resource (HR) management practices are rooted in ensuring a fair and reasonable process for all-round development of its talent. The Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints. During the year, the Company continued to introduce initiatives and tools that helped continuous learning and the development of new skills.

In the backdrop of the pandemic and the way it impacted life across the world, the HR initiatives increasingly focused on supporting employee well-being. Initiatives like maintaining a safe work environment, providing healthcare facilities and enabling end-to-end work-from-home facility for a large section of the human capital remained the focus.

The Company finds it imperative to follow policies and regulations that produce an unbiased and safe work environment. In the last fiscal, the Company focused on building systems and tools that help track career paths, provide guidance to develop new skills, educate employees on varied topics and recognise and reward top performers.

A detailed report on Human Resource Management and initiatives implemented through the fiscal is included as part of the Management Discussion and Analysis.

15.    Integrated Report

The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18. The Company published its first Integrated Report the same year in line with the International Integrated Reporting Framework laid down by the

International Integrated Reporting Council (IIRC). The framework pivots the Company's reporting approach around the paradigm of value creation and its various drivers. It also reflects the Company's belief in sustainable value creation while integrating a balanced utilisation of natural resources and social development in its business decisions. An Integrated Report intends to give a holistic picture of an organisation's performance and prospects to the providers of financial capital and other stakeholders. It is thus widely regarded as the future of corporate reporting. The previous Integrated Reports of the Company have been well-received by various stakeholders and have been recognised internationally for its disclosures. Over the past four years, the reporting approach of the Company has further evolved. Together with the integrated reporting framework, its disclosures have been mapped with other leading frameworks and guidelines.

These include:

•    Global Reporting Initiative (GRI) Standards

•    United Nations Sustainable Development Goals (UN SDGs)

•    Carbon Disclosure Project (CDP)

•    Principles under United Nations Global Compact (UNGC)

•    National Guidelines on Responsible Business Conduct (NGRBC)

The necessary disclosures under these guidelines, together with the articulation of Company's approach to long-term value creation, has improved the Company's corporate reporting practices.

16.    Corporate Governance

The Company constantly endeavours to follow corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company's operations, performance, material corporate events as well as on leadership and governance matters relating to the Company.

The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Company's Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this Report and the same is also available on the website of the Company at https://www.jswsteel.in/investors/.

17.    Business Responsibility/ Sustainability Report

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective.

The Business Responsibility Report (BRR) of the Company was being presented to the stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 describing the environmental, social and governance initiatives taken by the Company. In its circular dated February 6, 2017, SEBI has further advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18. Subsequently SEBI vide its Notification dated December 26,    2019 and consequent

amendments carried out to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has made the Business Responsibility and Sustainability Report applicable to the top 1,000 listed entities (by market capitalisation) for reporting on a voluntary basis for FY2021-22 and on a mandatory basis from FY 2022-23.

As stated earlier in the Report, the current financial year marks the fourth year of the Company's transition towards Integrated Reporting, focusing on the 'capitals approach' of value creation. The fourth Integrated Report includes the Company's performance as per the IR framework for the period April 1, 2020 to March 31, 2021.

The Company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRR as per SEBI's directive as well as guidelines for integrated reporting and the Global Reporting Initiative (GRI). The Report which forms a part of the Annual Report, can along with all the related policies, be also viewed on the Company's website https://www. jswsteel.in/investors/.

18. Directors and Key Management Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Seshagiri Rao M.V.S. (DIN 00029136), retires by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, offers himself for re-appointment.

Mr. Seturaman Mahalingam (DIN 00121727), who was appointed as Director of the Company in the category of Independent Director, holds office up to the conclusion of the ensuing AGM of the Company ('first term' in terms of Section 149(10) of the Companies Act, 2013).

The Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of the Company proposing the re-appointment of Mr. Seturaman Mahalingam for the Office of Director of the Company in the category of Independent Director for a second term up to July 20, 2026 or up to the conclusion of the 32nd AGM of the Company in the calendar year 2026, whichever is earlier.

Further, in the opinion of the Board, Mr. Seturaman Mahalingam is a person of high integrity, expertise and experience and qualifies to be appointed as an Independent Director of the Company.

In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors' Databank and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

The proposals regarding the re-appointment of the aforesaid Directors are placed for the approval of the Shareholders.

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) had nominated Mr. M.S. Srikar, IAS (DIN 07882939) as its nominee on the Company's Board with effect from October 23, 2020 in place of Mr. Gangaram Baderia, IAS, whose nomination was withdrawn w.e.f. October 7, 2020. KSIIDC subsequently withdrew the nomination of Mr. M.S. Srikar (vide letter dated February 19, 2021) and nominated Dr. V. Ram Prasath Manohar, IAS (DIN 08079851) as its nominee on the Company's Board with effect from May 21, 2021.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Gangaram Baderia, IAS and Mr. M.S. Srikar, IAS during their tenure on the Board of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year under review.

Further, disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report.

19. Policy on Directors' Appointment and Remuneration

Matching the needs of the Company and enhancing the competencies of the Board are the basis on which the Nomination and Remuneration Committee selects a candidate for appointment to the Board.

The current policy is to have a balanced mix of Executive and Non-Executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at March 31, 2021 the Board of Directors comprises 12 Directors, of which eight are Non-Executive, including two women Directors and two Nominee Directors. The number of Independent Directors is six, which is one half of the total number of Directors.

The policy of the Company on Directors' appointment, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. The remuneration paid to the Directors is in accordance with the Remuneration Policy of the Company.

More details on the Company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms a part of this Report.

20.    Declaration of Independent Directors

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21.    Board Evaluation:

The Board carried out an annual evaluation of its own performance, the performance of the Independent Directors individually as well as an evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

22.    Auditors and Auditor's Report

(A)    Statutory Auditor's and Audit Report

At the Company's 23rd AGM held on June 29, 2017, M/s. S R B C & CO. LLP (324982E / E300003), Chartered Accountants, has been appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark, or disclaimer.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

(B)    Cost Records & Cost Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is

alcn romiirorl tn not ito rnct arrnuntinn rornrHc

audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 21, 2021 has on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants, to conduct the audit of the cost accounting records of the Company for FY 202122 on a remuneration of '18,50,000 plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the Shareholders for ratification. The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2020 was September 30, 2020 and the Cost Audit Report was filed in XBRL mode on August 17, 2020.

(C) Secretarial Auditor & Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., a firm of Company Secretaries in Practice, to undertake the secretarial Audit of the Company for FY 2020-21. The Report of the Secretarial Audit is annexed herewith as Annexure B. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board, at its meeting held on May 21, 2021, has re-appointed M/s. S. Srinivasan & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2021-22.

Secretarial Audit of Material Unlisted Indian Subsidiary

M/s. Vanita Sawant & Associates, Practicing Company Secretaries, had undertaken Secretarial Audit of the Company's material subsidiary i.e., JSW Steel Coated Products Limited for FY 2020-21. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report of the Secretarial Audit is annexed herewith as Annexure B 1.

 

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2020-21 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 8, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges within 60 days of the end of the financial year ended March 31, 2021.

23. Risk Management

The Company follows the globally recognised 'COSO' framework of Enterprise Risk Management (ERM). ERM brings together the understanding of the potential upside and downside of all those factors which can affect the organisation with an objective to add maximum sustainable value to all the activities of the organisation and to various stakeholders.

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

•    Protect its shareholders and other stakeholders' interest

•    Achieve its business objective

•    Enable sustainable growth

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Company has a Risk Management Framework in place. It has constituted a sub-committee of Directors to oversee the ERM framework to ensure resilience such that -

•    I ntended risks are taken prudently so as to plan for the best and be prepared for the worst

•    Execution of decided strategies and plan with focus on action

•    Unintended risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

24. Internal Controls, Audit And Internal Financial Controls

(A)    Overview

The Company has a robust system of internal control, commensurate with the size and nature of its business and complexity of its operations.

(B)    Internal Control

The Company has a proper and adequate system of internal control. Some significant features of the internal control systems are:

-    Preparation of annual budgets and its regular monitoring

-    Control over transaction processing and ensuring integrity of accounting system by deployment of an integrated ERP system

-    Well documented authorisation matrix, policies, procedures and guidelines covering all important operations of the Company

-    Deployment of compliance tool to ensure compliance with laws, regulations and standards

-    Ensuring reliability of financial information by testing of internal financial controls over reporting by Internal Auditors and Statutory Auditors

-    Adequate insurance of the Company's assets / resources to protect against any loss

-    A comprehensive Information Security Policy and continuous updation of IT systems

-    Oversight by Board appointed Audit Committee which comprises Independent Directors who are experts in their respective fields. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls and monitors implementation of audit recommendations

(C)    Internal Audit

The Company has a strong and independent internal audit function that inculcates global best standards and practices of international majors into the Indian operations. The Internal Audit team consists of professionally qualified accountants and engineers. The Chief Internal Auditor reports directly to the Chairman of the Audit Committee. The team has successfully integrated the COSO framework in its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps. The Internal Audit team has access to all information in the organisation -this is largely facilitated by ERP implementation across the organisation.

 

(D)    Audit Plan And Execution

At start of the year, the Internal Audit Department prepares an Annual Audit Plan after considering Business and Process Risks. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. In addition, the Audit Committee also places reliance on a few internal audits carried out by external firms.

(E)    Internal Financial Controls

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.

The Company has already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs).

The entity-level policies include anti-fraud policies (such as code of conduct, conflict of interest, confidentiality and whistle blower policy) and other policies (such as organisation structure, insider trading policy, HR policy, IT security policy, treasury policy and business continuity and disaster recovery plan). The Company has also prepared a risk control matrix for each of its processes such as procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations, etc.

These internal controls are reviewed by Internal Auditors every year. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that can impact financial reports.

25.    Fixed Deposits

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

26.    Share Capital

The Company's authorised share capital during the financial year ended March 31, 2021, remained at '9015,00,00,000 (Rupees Nine Thousand Fifteen crores only) consisting of '6015,00,00,000 (Rupees Six Thousand Fifteen crores only) equity shares of '1/-(Rupee One only) each and '300,00,00,000 (Three Hundred crores) preference shares of '10/- (Rupees Ten only) each.

The Company's paid-up equity share capital remained at '241,72,20,440 comprising of 241,72,20,440 equity shares of '1 each, whereas the paid-up preference share capital of the Company as at the financial year ended March 31, 2021 is Nil.

27.    Foreign Currency Bonds

During the year under review, the Company's subsidiary, Periama Holdings LLC, issued 5.95% Fixed Rate Senior Unsecured Notes guaranteed by the Company, aggregating to US$ 750 million, due in April 2026.

As on March 31, 2021, the outstanding Notes issued by the Company are aggregating to US$ 1,400 million and outstanding Notes issued by the Company's subsidiary are aggregating to US$ 750 million. All the outstanding Notes issued in the international market are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST").

28.    Issuance of Non-Convertible Debentures

During the year under review, the Company issued and allotted 10,000, 8.50% Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures (NCDs) of '10,00,000 each of the Company, aggregating to '1,000 crores (Rupees One Thousand crores) and 40,000, 8.50% Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of '10,00,000 each of the Company, aggregating to '4,000 crores (Rupees Four Thousand crores) to investors on private placement basis.

As on March 31, 2021, the outstanding NCDs are aggregating to '10,000 crores. All the outstanding NCDs are listed on BSE Limited.

29.    Credit Rating

In April 2020, Moody's Investors Service had placed Ba2 Corporate Family Rating and Senior Unsecured Bond Rating due in 2022, 2024 and 2025, respectively, under review for downgrade. In July 2020, Moody's Investors Service reaffirmed Corporate Family Rating and Senior Unsecured Bond Rating at Ba2, with outlook changed to Negative. In March 2021, the agency reaffirmed the ratings at Ba2, with outlook changed to Stable.

Also in May 2020, Fitch Ratings downgraded the Company's long-term Issuer Default Rating (IDR) and Senior Unsecured Bond rating due in 2022, 2024 and 2025, respectively, to BB-, with a Negative outlook. Fitch Ratings vide their release dated May 19, 2021 has reaffirmed the Company's rating at BB- with outlook revised to Positive.

The short-term debt / facilities of the Company continue to be rated at the highest level of "A1+" by CARE Ratings and ICRA Ltd. In September 2020, the domestic credit rating for long-term debt facilities/ NCDs was reaffirmed at "CARE AA-" with Stable outlook by CARE Ratings. In December 2020, the domestic credit rating for long-term debt facilities/ NCDs was reaffirmed by ICRA Ltd at "ICRA AA-" with outlook changed from Negative to Stable. In March 2021, the domestic credit rating for long-term debt facilities/ NCDs by ICRA Ltd was again reaffirmed at "ICRA AA-" with outlook changed from Stable to Positive.

In September 2020, India Ratings and Research has assigned long-term issuer rating and rating for the outstanding NCDs of the Company as "IND AA" with Negative outlook. Further in March 2021, the agency reaffirmed rating at "IND AA", with outlook changed to Stable.

30. Employee Stock Option Plan

The Board of Directors of the Company, at its meeting held on January 29, 2016, formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP Plan), to be implemented through the JSW Steel Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of shares from the secondary market.

A total of 2,86,87,000 (Two crores Eighty-Six Lakhs Eighty-Seven Thousand) options were available for grant to the eligible employees of the Company and its Director(s), excluding Independent Directors and promoter Directors, and a total of 31,63,000 (Thirty-One Lakh Sixty Three Thousand) options were available for grant to the eligible employees of the Indian Subsidiaries of the Company and their Director(s), excluding Independent Directors, under the ESOP Plan.

Accordingly, 1,59,44,271 options have been granted over a period of three years under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its Indian subsidiaries, including the Whole-time Directors of the Company. The details of the ESOPs granted to Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company, are as given in the given table. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

JSWSL ESOP Committee	Â	Options granted to Whole-time Directors of the Company			Â
Meeting	Â	Mr. Seshagiri Rao M.V.S	Dr. Vinod Nowal	Mr. Jayant Acharya
May17, 2016 (1st Grant)	7,436,850	192680	179830	Â	179830
May 16, 2017 (2nd Grant)	5,118,977	127968	127968	Â	119436
May 15, 2018 (3rd Grant)	3,388,444	87841	87841	Â	81985
Total	15,944,271	408489	395639	Â	381251

 

As per the ESOP Plan, 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year. The applicable disclosures relating to ESOP plan of 2016, as stipulated under the ESOP Regulations, pertaining to the year ended March 31, 2021, is posted on the Company's website at https://www. jswsteel.in/investors/ 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 ESOP Regulations.

The Certificate from the Statutory Auditors of the Company certifying that the Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the meeting in electronic mode and the same may be accessed upon login to https://evoting.kfintech.com

31. JSWSL Employees Samruddhi Plan 2019

The JSWSL Employees Samruddhi Plan 2019 ("Plan") was approved by a special resolution passed by the shareholders of the Company by way of a postal ballot on May 17, 2019. The Plan has been effective from April 1, 2019. The scheme is a one-time scheme applicable only for permanent employees of the Company, working in India (excluding an employee who is a promoter or a person belonging to the promoter group, a probationer and a trainee) in the grade L01 to L15 ("Eligible Employee"), who were not covered under the earlier JSWSL Employees Stock Ownership Plan - 2016.

The Indian subsidiary companies have a similar scheme to cover their employees. The Company, in terms of the applicable provisions of the Companies Act, 2013 ("Act"), the rules framed thereunder and all other applicable rules and regulations, including those issued by the SEBI, to the extent applicable, has implemented the Plan, wherein the Eligible Employee will be eligible to acquire equity shares of face value '1 each directly from the open market.

The Eligible Employee will be able to purchase the equity shares from the open market by availing a loan provided by a bank / non-banking financial institution ("Lending Agency") and a broker identified by the Company to facilitate acquisition of equity shares by the Eligible Employees under the Plan. The

equity shares bought by the Eligible Employee will be subject to a lien in favour of the Lending Agency for a period of two years. After expiry of the said period of two years, the Eligible Employee can either repay the entire loan amount, after which the equity shares will become free of the lien, or the Lending Agency will recover the principal amount by selling the equity shares and will transfer the difference, if any, between the principal amount and the sale value (i.e. market price as on the date of the sale x. no. of equity shares sold) to the Eligible Employee. The interest on the loan will be serviced by the Company and the Eligible Employee in the ratio of 3:1 (the Company will bear 75% of the total interest liability owed to the Lending Agency and the balance 25% will be borne by the Eligible Employee).

The Plan is being administered through the existing JSW Steel Employee Welfare Trust in accordance with applicable laws. The number of equity shares that are the subject matter of the Plan in terms of the approval accorded by the Members by way of a postal ballot on May 17, 2019, shall not be more than 1,24,97,000 representing

0.517% of the issued equity share capital of the Company.

As on March 31, 2021, the outstanding number of shares under the Plan stands at 66,98,000 shares subscribed by 5,638 employees.

32. Awards Vijayanagar

-    CII National Award 2020 for Excellence in Energy Management (Metal Sector) for plants that achieve excellence in energy conservation

-    Golden Peacock Award 2020 for Energy Efficiency in Steel Sector for encouraging initiatives in promoting activities relating to energy efficiency improvement

-    CII National Award for Excellence in Water Management 2020 for pre-eminence in the field of water resource management

-    Awarded the Second Prize at IIM National Sustainability Award for best quality and registering highest product development and environmental performance

-    Mr. S P Singh, recognised with IIM - SMS Demag Excellence Award for outstanding contribution to the Iron and Steel Industrial sector

-    Mr. A Srinivas Rao, honoured with IIM - TSL New Millennium Iron Award for outstanding and original contribution in the area of blast furnace based iron making

-    Misrilall Jain Environment Award (FIMI Awards) for efforts towards environmental protection and management

-    Outstanding performance by Quality Circle teams at State, National and International Forums

The improvement projects were presented at State,

National and International forums through video

conference. The summary is described below.

•    State Level

30 Gold and 5 Silver Awards with highest participation (single location) and highest number of Gold Awards in the Karnataka region

•    National Level

16 Par Excellence, 13 Excellence and one Distinguished Award

•    International Level

11 Platinum Awards

Dolvi

•    National Level Award at CII SIXSIGMA competition held in September 2020 for Six Sigma project on longitudinal crack reduction at CSP Caster

•    25 Quality Circle teams won Gold Award at CCQC-2020 competition held in September 2020 and 23 Quality Circle teams won Par Excellence/ Excellence awards at National Convention on Quality Concepts (NCQC-2020) competition held in November 2020

Salem

•    7 teams that participated in the International Convention on Quality Control Circles won Platinum awards

•    16 teams nominated for NCQC; 13 won Par Excellence and 3 won Excellence Awards

•    In the state level Quality Circle Convention, 25 teams were nominated and 23 won Par Excellence and 2 won Excellence Awards

•    IMC Ramakrishna Bajaj National Quality award for MQH Best practices: Best innovative project under manufacturing category for the project "Manufacture of Paver Block from Steel-making Slag - Waste to Wealth"

•    2nd runner up at ISQ TOPS convention I for the project from SMS "Ferro alloy cost optimisation in Rail steel grades"

•    1st S 2nd runner up awards at ISQ TOPS Convention II for the project from BRM ("Pass life improvement in NTM stand #28") and BF ("Enhancing PCI rate in BF#1")

•    Kaizen competition (organised by ABK-AOTS DOSOKAI): Five teams (PPC, Materials, Admin, IT, Security and HR) clinched awards

Other Awards

The Company is the only Indian company ranked among the top 10 steel-producers in the world by World Steel Dynamics for the last 10 consecutive years. The Company has been widely recognised for its business and operational excellence. Key honours and awards include:

•    World Steel Association's Steel Sustainability Champion for three consecutive years - 2020, 2019, 2018

•    Deming Prize for Total Quality Management at Vijayanagar and Salem

•    Carbon Disclosure Project (CDP) rated JSW Steel Ltd. at Leadership Level (A-) signifying the implementation of current best practices to mitigate climate change

•    Golden Peacock Award for Sustainability 2020

•    Recognition of the Integrated Report FY 201920 as the world's best Integrated Report in the Materials space (Platinum category) in its class by League of American Communications Professionals LLP

•    Marked its entry into The Sustainability Yearbook 2021 released by SSP Global

33. Directors' Responsibility Statement

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

a)    In the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures.

b)    Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on March 31, 2021 and of the Company's profit or loss for the year ended on that date.

c)    Proper and sufficient care has been taken 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 annual financial statements have been prepared on a Going Concern Basis.

e)    Internal financial controls were laid down to be followed and that such internal financial controls were adequate and operating effectively.

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

34.    Related Party Transactions

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm's length basis and predominantly in the ordinary course of business. Specific approvals as required under the Companies Act, 2013, has been obtained for transactions that are not in the ordinary course of business.

The policy on dealing with RPT as approved by the Board is uploaded on the Company's website (https://www. jsw.in/investors/investor-relations-steel). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The disclosure of material RPT is required to be made under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. The details of the material RPT, entered into during the year by the Company, as per the policy on RPTs approved by the Board, is given in Annexure D to this Report.

Your Directors draw your attention to Note No. 24 of the Standalone financial statements, which sets out related party disclosures.

35.    Disclosures(A)    Number of Meetings of the Board of Directors

During the year, four Board meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulation, 2015.

(B)    Audit Committee

The Audit Committee comprises one Executive Director and three Non-Executive Independent Directors. Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange

Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There were no recommendations of the Audit Committee that have not been accepted by the Board.

(C)    Copy of Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and are accessible at the web-link: http://www.jsw.in/investors/investor-relations-steel

(D)    Whistle Blower Policy / Vigil Mechanism

The Company has a mechanism in the form of the Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

(E)    Particulars of Loans, Guarantees or Investments Under Sec. 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

(F)    Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

However, Members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

(G)    Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure A) hereto and forms a part of this Report.

(H)    Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace

 

(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2020-21.

(I) Other Disclosures / Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1.    Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2.    Issue of equity shares with differential rights as to dividend, voting or otherwise.

3.    Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4.    Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that no application has been made against the Company during the financial year 2020-21 nor are there any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as at the end of the said financial year. Also, there were no instances of one time settlement with any bank or financial institution during the FY 2020-21.

36. Acknowledgment

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Mauritius, Mozambique, Italy, the US and the UK, the State Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal, Jharkhand and Odisha and the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company and support extended by suppliers/vendors and Customers.

For and on behalf of the Board of Directors

Place: Mumbai    Sajjan Jindal

Date : May 21, 2021    Chairman

---

Mar 31, 2019

To the Members of JSW STEEL LIMITED,

The Directors take pleasure in presenting the Second Integrated Report alongwith financial statements on the business and operational performance of the Company for the Financial year ended 31 March, 2019.

1. FINANCIAL RESULT

(Rs. in crores)

	Standalone FY 2018-19 FY 2017-18		Consolidated FY 2018-19 FY 2017-18
I Revenue from operations	76,727	67,723	84,757	73,211
II Other income	519	213	204	167
III Total Income (I II)	77,246	67,936	84,961	73,378
IV Expenses:
Cost of materials consumed	39,589	35,995	43,476	38,779
Purchases of stock-in-trade	498	1,063	320	2
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(188)	412	(590)	244
Employee benefits expense	1,400	1,260	2,489	1,843
Finance costs	3,708	3,591	3,917	3,701
Depreciation and amortization expense	3,397	3,054	4,041	3,387
Excise duty expense	-	1,259	-	1,278
Other expenses	17,025	13,993	20,110	16,271
Total expenses	65,429	60,627	73,763	65,505
V Profit before share of profit/(loss) of joint ventures (net) and exceptional items (III-IV)	11,817	7,309	11,198	7,873
VI Share of profit/(loss) of joint ventures (net)	-	-	(30)	42
VII Profit before exceptional items and tax (V VI)	11,817	7,309	11,168	7,915
VIII Exceptional items	-	234	-	264
IX Profit before tax (VII-VIII)	11,817	7,075	11,168	7,651
X Tax expense/(benefit):
Current tax	2,348	1,578	2,473	1,826
Deferred tax	1,210	872	1,171	(288)
	3,558	2,450	3,644	1,538
XI Net Profit for the year (IX- X)	8,259	4,625	7,524	6,113
XII Other comprehensive income
A i) Items that will not be reclassified to profit or loss
a) Re-measurements of the defined benefit plans	(15)	(3)	(19)	(5)
b) Equity instruments through Other Comprehensive Income	4	82	(2)	92
ii) Income tax relating to items that will not be reclassified to profit or loss	5	1	7	2
Total (A)	(6)	80	(14)	89
B i) Items that will be reclassified to profit or loss
a) The effective portion of gains and loss on hedging instruments	31	(341)	85	(401)
b) Changes in Foreign Currency Monetary Item Translation Difference account (FCMITDA)	(49)	(33)	(49)	(33)
c) Foreign currency translation reserve (FCTR)	-	-	(60)	9
ii) Income tax relating to items that will be reclassified to profit or loss	6	130	(12)	150
Total(B)	(12)	(244)	(36)	(275)
Total Other comprehensive income / (loss) (A B)	(18)	(164)	(50)	(186)
XIII Total comprehensive income (XI XII)	8,241	4,461	7,474	5,927
Total Profit /(loss) for the year attributable to:
- Owners of the company			7,639	6,214
- Non-controlling interests			(115)	(101)
			7,524	6,113

	Standalone FY 2018-19 FY 2017-18	Consolidated FY 2018-19 FY 2017-18
Other comprehensive income/(loss) for the year attributable to:
- Owners of the company		(24)	(184)
- Non-controlling interests		(26)	(2)
		(50)	(186)
Total comprehensive income/(loss) for the year attributable to:
- Owners of the company		7,615	6,030
- Non-controlling interests		(141)	(103)
		7,474	5,927

The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS’) with effect from 1 April, 2016 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (“Act”) read with the relevant Rules framed thereunder and the other accounting principles generally accepted in India.

2. RESULTS OF OPERATIONS

The year 2018 started on an optimistic note driven by strong economic activity and policy level interventions. In the first half of the year, economic growth remained robust backed by fiscal stimulus and resilient Emerging Markets. However, the second half of the year was marked by volatility, weakening demand caused by trade tensions, China’s slowdown and tightening financial conditions.

In 2018, global crude steel production reached 1,808.60 million tonnes, up 4.6% from 2017 levels. The upsurge in production was majorly driven by China, with its share in global crude steel production increasing from 50.3% in 2017 to 51.3% in 2018.

For the Steel industry, the year began with a strong underlying demand and rising international prices, which resulted in higher spreads and improved profitability. However, towards the second half, ongoing trade disputes between US and China and slowdown across some of the developed economies, led to softening of the prices and demand for steel globally. Despite the headwinds, global steel demand grew by 2.1% in CY18, largely driven by China, coupled with an investment-led recovery in the advanced economies.

Cash flows and profitability in FY 2018-19 was driven by stronger steel spreads, as the increase in finished steel products prices was higher than the increased price of principal raw materials like Iron ore and Coking Coal.

On the domestic front, India became the world’s second largest steel producer with a crude steel production of 106.5 million tonnes. In the first half of FY 2018-19, the demand for steel remained positive owing to continued government spending on infrastructure. Towards the last two quarters, activities surrounding the national election led to restrained investment activity. However, the demand for steel during FY 2018-19 sustained a growth of 7.5%. Steel imports increased by 4.7% specifically in coated products. However, steel exports from India reduced by 26.4% due to subdued international demand and various trade measures. In this competitive environment, the Company continued to increase the market share in the domestic market by strategically focusing on increasing domestic sales volume, which witnessed a growth of 11% YoY mainly driven by OEM segment. Sales of value added and special products (VASP) accounted for 53% of total sales volumes.

This robust domestic demand, strong operational performance focused cost reduction, backward integration and healthy mix of value added portfolio helped the Company deliver strong operational and profitable performance and consequently the Company’s profitability improved during FY 2018-19.

(A) STANDALONE RESULTS

The Company delivered its highest ever production volumes, sales volume, EBITDA and profit after tax during the FY 2018-19.

The Company achieved highest ever crude steel production for the year at 16.69 million tonnes, a growth of 3% YoY as the capacity utilisation levels improved to 93%. Saleable steel sales volume for the year grew by 1% YoY to 15.76 million tonnes, driven by domestic sales.

Revenue from operations for FY 2018-19 stood at Rs. 76,727 crores, up 13% YoY. This revenue was mainly driven by higher average realisations on the back of improved price realisations. The Company continued to improve its market share as domestic sales surged to 13.9 million tonnes in FY 2018-19, an increase of 10% YoY compared to 7.5% YoY increase in Indian steel demand.

In the last fiscal, the Company strategically focused on reducing costs by working on the following areas as a part of its continuous improvement journey:

- Commissioning of Coke oven battery at Dolvi to eliminate procurement of coke

- Increase PCI injection to reduce fuel consumption

- Operationalised three iron ore mines and use of captive iron ore, thereby reducing dependency on imported iron ore

- Diversifying the coal procurement basket and optimising coal cost by dynamic coal blends

- Reducing logistics cost by port optimisation and usage of Cape vessels to reduce freight costs

The Company progressed well on these performance improvement initiatives and the operating EBITDA for the year grew by 34% YoY to Rs.18,403 crores. Consequently, the Company registered a net profit growth of 79% YoY at Rs.8,259 crores for FY 2018-19 as compared to the net profit of Rs.4,625 crores for FY 2017-18.

The Company’s net worth increased to Rs.35,162 crores as on 31 March, 2019 as compared to Rs.27,907 crores as on 31 March, 2018. The Company’s gearing (Net Debt to Equity) at the end of the year stood at 1.03x (as against 1.27x as on 31 March, 2018) and Net Debt to EBITDA stood at 1.97x (as against 2.59x as on 31 March, 2018).

(B) CONSOLIDATED RESULTS

Revenue from operations on a consolidated basis for FY 2018-19 stood at Rs.84,757 crores. The operating EBITDA stood at Rs.18,952 crores, registering an increase of 28% YoY. The Company reported a net profit growth of 23% YoY at Rs.7,524 crores for FY 2018-19 as compared to the net profit of Rs.6,113 crores for FY 2017-18.

The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company. The consolidated performance for the year includes the acquired assets of Acero Junction Holdings, Inc. along with its wholly owned subsidiary JSW Steel USA Ohio Inc. and Aferpi S.p.A, Piombino Logistics S.p.A and GSI Lucchini S.p.A from the respective date of their acquisition.

The Company’s net worth increased to Rs.34,345 crores as on 31 March, 2019 as compared to Rs.27,534 crores as on 31 March, 2018. The Company’s gearing (Net Debt to Equity) at the end of the year stood at 1.20x (as against 1.38x as on 31 March, 2018) and Net Debt to EBITDA stood at 2.17x (as against 2.57x as on 31 March, 2018).

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

3. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account, except for an amount of Rs.144 Crores, which has been transferred to the Debenture Redemption Reserve as required under the Companies Act 2013.

4. DIVIDEND

The Board of Directors of the Company has approved a Dividend Distribution Policy on 31 January, 2017 in accordance with the Securities and Exchange Board of India (Listing Obligations S Disclosure Requirements) Regulations, 2015. The Policy is available on the Company’s website: www.jsw.in/ investors/investor-relations-steel.

In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profits of the Company after tax, in any financial year, subject to compliance of covenants with Lenders / Bond holders.

In line with the said policy, the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of 0.01% per share on the 48,54,14,604; 0.01% Cumulative Redeemable Preference Shares (proportionately considering four instalments of redemption) (Rs. 0.000790411 per share) for the year ended 31 March, 2019.

The Board had also, in its meeting held on 25 October, 2018 approved the payment of dividend due on the Company’s 10% Cumulative Redeemable Preference Shares of Rs.10 each, for the FY 2018 - 19 upto the date of its redemption on 15 September, 2018.

The Board considering the Company’s performance and the financial position for the year under review, also recommended payment of dividend at Rs.4.10 per equity share on the 241,72,20,440 equity shares of Rs.1 each for the year ended 31 March, 2019, subject to the approval of the Members at the ensuing Annual General Meeting. Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs.1,195 crores, vis-a-vis Rs.933 crores paid for FY 2017-18.

5. PROSPECTS

A report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report.

6. INTEGRATED REPORT

The Securities and Exchange Board of India (SEBI), in their circular dated 6 February, 2017, has advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

The Company believes in sustainable value creation while balancing utilisation of natural resources and social development in its business decisions. We had prepared our 1st Integrated Report for the period ended 31 March, 2018. The Company has been recognised with the Highly Commended award for Asia’s Best Integrated Report category at the 4th Asia Sustainability Reporting Awards (ASRA) concluded in Singapore. ASRA is the highest recognition for corporate reporting in the region. In continuation with this commitment the Company is delighted to present the second Integrated Report for the period ended 31 March, 2019. The IR framework of the Company has been developed on the Guiding Principles and Content Elements as defined by the International Integrated Reporting Council (IIRC).

IR is a concept that better articulates the broader range of measures that contribute to an organisation’s 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, this format of reporting examines five additional capitals that should guide an organisation’s decision-making and long-term value creation.

This report articulates the Company’s unique approach to long term value creation which is a paradigm shift from the traditional financial reporting to governance based value creation model.

7. PROJECTS AND EXPANSION PLANS

As per JPC data, India produced around 107 MTPA of crude steel in FY 2018-19 and the cumulative steel consumption was about 97.5 MTPA. As India’s GDP is expected to grow by 7 to 8 %, steel consumption is expected to remain strong. The current high capacity utilisation, consolidation of players in flat segment and expected robust domestic demand augurs well for the steel industry. Government of India has declared a New Steel Policy to increase steel production capacity to about 300 MTPA steel by 2030, considering the per capita consumption increasing to 160 kgs and elasticity of steel demand at 1.14 upto 2020 and thereafter at 1.

In light of the above, there is an opportunity for the Company to participate in the strong India growth story by exploring various organic and inorganic opportunity.

With a strategic objective of augmenting the incremental capacity creation at a low specific investment cost so that they remain returns accretive, the Board of Directors of the Company has approved certain key projects.

The major projects cumulatively approved are:

(a) Upstream Projects - Augmenting crude steel capacity at Vijayanagar & Dolvi

1) In Vijayanagar, the capacity upgradation project of Blast Furnace-3 from 3.0 MTPA to 4.5 MTPA, along with the associated auxiliary units is under implementation.

With a view to leverage the additional capacity being built, a new 160T Zero Power Furnace and 1 x 1.4 MTPA Billet Caster along with associated facilities will be installed at SMS-3 to enhance steelmaking capacity. Further, installation of a new Wire Rod Mill No.2 of 1.2 MTPA capacity to enhance overall plant capacity is under implementation. The above facilities would augment the steel-making capacity to 13 MTPA.

2) The expansion project at Dolvi from 5 MTPA to 10 MTPA is currently under implementation. The major facilities included in the project are 4.5 MTPA Blast furnace with a 5 MTPA Steel Melt Shop, a 5 MTPA Hot Strip Mill, a 5.75 MTPA sinter plant, 4 MTPA pellet plant and 4 kilns of 600 TPD LCPs.

Post completion of both these projects, the Company’s overall crude steel making capacity is expected to increase from 18 MTPA to 24 MTPA by March 2020

(b) Enriching product mix

With a strategic focus on enriching its product mix, the Company has decided to increase the volume and share of value added and special products in its portfolio. Considering the growth potential in these value added segments, the Company has decided to set up the following downstream facilities:

1) Setting up 0.3 MTPA colour coated line at CRM1 complex at Vijayanagar

2) Modernisation and Capacity Enhancement at Vasind S Tarapur by 1.5 MTPA by setting up PLTCM

3) Capacity expansion of CRM-1 complex from 0.85 MTPA to 1.80 MTPA at Vijayanagar

4) Addition of a new 1.2 MTPA Continuous Pickling Line for HRPO products, two new lines of 0.45 MTPA each for Construction grade galvanised products

5) Installation of an additional Tin Plate line with capacity of 0.25 MTPA at Tarapur, the first line with a capacity of 0.25 MTPA has commenced commercial production in March 2019

6) Capacity enhancement of Pre-Painted Galvalume Line (PPGL) at Kalmeshwar by 0.22 MTPA

7) Setting up 0.5 MTPA new Continuous Annealing Line at Vasind

8) Installation of 0.25 MTPA new Color Coated Line at Rajpura in the state of Punjab

This capex pipeline will help the Company enrich the product mix with 3.95 MTPA additional downstream capacity. These projects are expected to be commissioned between FY 2019-20 and FY 2020-21.

(c) Cost reduction projects and manufacturing integration

1) Setting up of 8 MTPA pellet plant and 1.5 MTPA coke oven plant at Vijayanagar:

With a view to reduce its dependency on the expensive lump iron ore, the Company has decided to set up an 8 MTPA pellet plant at Vijayanagar. The Company has also decided to set up a 1.5 MTPA coke oven plant at Vijayanagar to bridge the current and expected gaps in the coke availability. Both these projects are expected to provide significant cost savings and are likely to be commissioned by March 2020.

2) Phase-2 coke oven plant of 1.5 MTPA under Dolvi Coke Projects Limited (DCPL):

The Company through DCPL will be setting up a second line of 1.5 MTPA coke oven plant along with CDQ facilities to cater to the additional coke requirement for the crude steel capacity expansion to 10 MTPA at Dolvi. This project is expected to be commissioned by June 2020.

3) Setting up 175 MW and 60 MW power plants at Dolvi:

The Company will set up 175 MW Waste Heat Recovery Boilers (WHRB) and 60 MW captive power plant to harness flue gases and steam from Coke Dry Quencher (CDQ). These power plants are expected to be commissioned in March 2020.

The Board has approved certain new capex proposals entailing a spend of Rs.5,700 crores. With this the Company is now implementing a cumulative capex spend of Rs.48,715 crores over FY 2018-2021. In the last two years, the cumulative cash outflow has been Rs.14,371 crores. The strategic plan is to spend about Rs.34,300 crores over the next two years with some spill-over in FY2021-22. The projects are planned to be funded by a mix of debt and internal accruals.

Most importantly, after taking into consideration strong demand conditions, and with a strategic intent of ensuring no volume loss for FY 2019-20, the Company has decided to defer the shutdown of Blast Furnace -3 at Vijayanagar for upgradation (as part of Vijayanagar 12 MTPA to 13 MTPA expansion) to a later period after the new Blast Furnace at Dolvi gets commissioned by March 2020 and starts ramping up.

VIJAYANAGAR

I. Projects commissioned during FY 2018-19

The following projects were commissioned to improve operational efficiencies and strengthen capabilities:

- A new Water Reservoir of 1.3 TMC storage capacity ensures adequate supply of water for uninterrupted operations of the plant. Therefore, substantially mitigating an operational risk considering Vijayanagar is a water-scarce region.

- Pipe conveyor project at Vijayanagar for iron ore transportation which would reduce transportation costs of iron ore to the Vijayanagar plant, in a phased manner.

- A Tailing Beneficiation plant which helps reduce tailing losses and improves iron content in the feed to Pellet and Sinter plants.

- Additional Coal Injection system and relining of Stove #4 part of Blast Furnace-3 has helped reduce fuel consumption substantially.

II. Projects under implementation

- Downhill conveyors from newly acquired mines up to the Ore yard and remaining segments of pipe conveyor system, to ensure improved connectivity and seamless transport of raw material.

- Coke drying unit at Blast Furnace-1 to reduce coke moisture utilising waste heat from Sinter Plant-1.

- A new Cut to Length (CTL) line to meet demand of sized steel products.

- Revamping and capacity upgradation of HSM-1 to 3.8 MTPA.

III. Efficiency, productivity improvement and cost-reduction initiatives

- Edge and BAR heater at HSM-2, to achieve uniform temperature across the width S length before rolling at finishing mill to improve quality .

- Replacement of primary gas coolers (PGC) in Coke Oven - 4 by product plant to improve process efficiency.

- Waste heat recovery boiler for reheating furnace for HSM-2, to recover heat from Flue gases.

- Debottlenecking of BP-2 to enable handling of 50,000 tpd of low grade Iron Ore.

DOLVI

I. Projects commissioned during FY 2017-18

- 1.5 MTPA coke oven plant at Dolvi by Dolvi Coke Projects Limited eliminating the procurement of high cost coke.

- Commissioning of LCP Fuel Conversion resulting in considerable reduction of emission level and cost savings.

- Digitalisation initiatives to reduce set up time for processes and thus improve productivity at SMS.

II. Projects under implementation

The steelmaking capacity at Dolvi Works will be increased from existing 5 MTPA to 10 MTPA.

SALEM

I. Projects commissioned during FY 2018-19

- Third Billet grinding machine to improve surface finish of billets for Cold head quality and free cutting steels.

- BF 1 Stove upgradation to improve Hot Blast Temperature to reduce fuel consumption.

- Sinter Plant II capacity augmentation to increase agglomerated burden in blast furnace to reduce dependency on lump iron ore.

II. Projects Under Implementation

- Conveyor system for handling of raw materials from Wagon tippler.

- Advanced MPI Inspection facilities with Grinding station at Line 04.

- Liquid Oxygen Backup system for emergency supply of oxygen to SMS and oxygen facility for increasing oxygen enrichment in Blast furnace.

8. SUBSIDIARY AND JOINT VENTURE (JV) COMPANIES

The Company had fifty direct and indirect subsidiaries and ten JVs as on 31 March, 2019. The Company has acquired certain overseas subsidiaries and domestic joint ventures during the year. Further, JSW Retail Limited was incorporated as a wholly owned subsidiary by the Company during the year with an objective to achieve retail focus and increase the retail steel sales to improve profitability. Other than these, there has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company’s subsidiaries (which include associate companies and JVs) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

The details of major subsidiaries and JVs are given below:

A. INDIAN SUBSIDIARIES

1. JSW STEEL COATED PRODUCTS LIMITED (JSW STEEL COATED)

JSW Steel Coated Products Limited is the Company’s wholly-owned subsidiary. It has three manufacturing facilities in the State of Maharashtra at Vasind, Tarapur and Kalmeshwar. It is engaged in the manufacture of value-added flat steel products comprising of Galvanised and Galvalume Coils/Sheets and Colour-Coated Coils/Sheets. This Company caters to both domestic and international markets. JSW Steel Coated reported a production (Galvanising/Galvalume products) of 1.74 million tonnes, an increase by 3% YoY. The sales volume decreased by 13% YoY to 1.79 million tonnes during FY 2018-19.

The revenue from operations for the year under review was Rs.12,324 crores. The operating EBITDA during FY 2018-19 was Rs.393 crores as compared to the EBITDA of Rs.638 crores in FY 2017-18. The operating EBITDA margin during FY 2018-19 was 3% as compared to 5% in FY 2017-18 primarily due to increase in raw material cost and conversion costs. The net profit after tax stood at Rs.80 crores, compared to net profit after tax of Rs.275 crores in FY 2017-18.

KEY NEW PROJECTS

Tin Plate Mill

During the year, JSW Steel Coated has installed and commissioned a Tin Plate Mill of 0.25 MTPA and related facilities at its Tarapur Work to cater to the increasing demand for the tin plate. The total project cost incurred is Rs.575 crores.

Considering the potential growth in demand, it is decided to set up another Tin Plate Mill with capacity of 0.25 MTPA at an estimated cost of Rs.419 crores.

Modernisation and Capacity Enhancement at Vasind & Tarapur by 1.5 MTPA by setting up PLTCM

Additions/modifications will be carried out at Vasind and Tarapur for net capacity enhancement of cold rolling by 1 MTPA and other downstream facilities. The project cost is estimated at Rs.1,729 crores and is expected to be commissioned in FY 2019-20.

Colour coated products capacity expansion

Considering the market trends and broad demand outlook, the Company has strategically decided to increase the capacity of its colour coated products with an investment of around Rs.1,180 crores in Rajpura, Kalmeshwar and Vasind.

New CRCA capacity

JSW Steel Coated has also decided to set up a 0.5 MTPA Cold Rolled Close Annealed (CRCA) capacity at Vasind. This will strengthen the Company offering to the automotive and white goods sector.

2. AMBA RIVER COKE LIMITED (ARCL)

Amba River Coke Limited (ARCL) is a wholly-owned subsidiary of the Company. ARCL has set up a 1 MTPA coke oven plant and a 4 MTPA pellet plant. ARCL has produced 1.05 million tonnes of coke and 4.02 million tonnes of pellet during FY 2018-19. The coke and pellets produced are primarily supplied to the Dolvi unit of the Company. The operating EBITDA during FY 2018-19 was Rs.434 crores as compared to the EBITDA of Rs.431 crores in FY 2017-18. The profit after tax increased to Rs.176 crores in FY 2018-19 as compared to Rs.169 crores in FY 2017-18.

3. JSW STEEL (SALAV) LIMITED (JSW SALAV)

JSW Salav is a wholly-owned subsidiary of the Company. JSW Salav has a DRI plant with a capacity of 0.9 MTPA, along with a captive jetty and railway sliding.

During FY 2018-19, the unit has produced 0.68 MnT, an increase of 2% as compared to FY 2017-18. The profit after tax for FY 2018-19 was Rs.38 crores as compared to Rs.35 crores in FY 2017-18.

4. JSW STEEL PROCESSING CENTRES LIMITED (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is the Company’s wholly-owned subsidiary. JSWSPCL was set up as a steel service centre, comprising HR/ CR slitter and cut-to-length facility, with an annual slitting capacity of 6.5 lakh tonnes. The Company processed 5.64 lakh tonnes of steel during FY 2018-19, compared to previous year’s 5.68 lakh tonnes. JSWSPCL registered a profit after tax for FY 2018-19 of Rs.23 crores as compared to Rs.21 crores in FY 2017-18.

5. JSW INDUSTRIAL GASES PRIVATE LIMITED (JIGPL)

JSW Industrial Gases Private Limited (JIGPL) is a wholly owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon gases from JIGPL for its Vijayanagar plant. The profit after tax was Rs.28 crores in FY 2018-19 as compared to profit after tax of Rs.33 crores in FY 2017-18.

JIGPL’s Board has recommended a dividend of Rs.2.4 per share (at 24 %) for every share of Rs.10 each to its equity shareholders for FY 2018-19.

6. DOLVI MINERAL & METALS PRIVATE LIMITED (DMMPL) AND ITS SUBSIDIARY DOLVI COKE PROJECTS LIMITED (DCPL)

The Company was holding 39.996% stake in Dolvi Minerals S Metals Private Limited (DMMPL). On 23 October, 2018, the Company acquired the shareholding of other shareholders of DMMPL aggregating to 60.004% for a consideration of Rs.109 crores to make DMMPL a wholly owned subsidiary of the Company. Dolvi Coke Projects Limited (DCPL) is a wholly-owned subsidiary of DMMPL.

DCPL has set up a 1.5 million tonnes per annum Coke Oven Plant (Phase-1) at Dolvi. The coke produced is being supplied to the Dolvi unit and Vijayanagar unit of the Company.

DCPL has also commenced setting up of Phase II comprising of a 1.5 MTPA coke oven plant and 2x190 TPH Coke Dry Quenching (CDQ) unit at an estimated cost of Rs. 2,133 crores and is expected to be commissioned during FY 2019-20.

7. OTHER MATERIAL PROJECTS TO BE UNDERTAKEN BY DOMESTIC SUBSIDIARIES

The Company had announced a few greenfield projects in the states of West Bengal, Jharkhand and Odisha. The Company is not certain when they will become fully operational:

- JSW Bengal Steel Limited (“JSW Bengal Steel”) - As a part of the Company’s overall growth strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases through its subsidiary JSW Bengal Steel. However, due to uncertainties in the availability of key raw materials such as iron ore and coal after the cancellation of the allotted coal blocks, the implementation of the JSW Bengal Steel Salboni project is currently put on hold.

- JSW Jharkhand Steel Limited (JJSL)-

JJSL was incorporated in relation to the setting up of a 10 million tonnes steel plant in Jharkhand. The Company is currently in the process of obtaining the various approvals and clearances for the project.

- JSW Utkal Steel Limited (JUSL) - JUSL was formed for setting up an integrated steel plant of 12 MTPA steel capacity and a 900 MW captive power plant in Odisha. The Group is in the process of obtaining necessary approvals and licenses for the project.

B. OVERSEAS SUBSIDIARIES

PERIAMA HOLDINGS LLC AND ITS SUBSIDIARIES VIZ. JSW STEEL (USA) INC - PLATE AND PIPE MILL OPERATION AND ITS SUBSIDIARIES - WEST VIRGINIA, USA-BASED COAL MINING OPERATION

a) Plate and pipe mill operation

JSW Steel (USA) is presently modernizing and backward integrating its existing facilities at Baytown, Texas at a cost of upto USD 500 million. The project will be undertaken in a phased manner and is expected to be operational during fiscal year 2021. It includes revamping of the existing plate mill in the first phase and setting up a melt and manufacture steel making facility in the second phase.

During FY 2018-19, the US plate and pipe mill’s operating performance improved as compared to FY 2017-18 with better capacity utilisation. This unit produced 0.33 million net tonnes of plates and 0.07 million net tonnes of pipes with capacity utilisation of 35 % and 13 %, respectively.

During FY 2018-19, JSW Steel (USA) generated EBITDA of USD 26.09 million compared to EBITDA of USD 13.22 million in FY 2017-18. The increase was mainly attributable to higher sales volume of plate product.

Net loss after tax for FY 2018-19 was Rs.363 crores compared to net profit after tax of Rs.652 crores in FY 2017-18. During FY 2017-18, tax expenses was lower primarily due to a reversal of deferred tax liabilities pursuant to the enactment of Tax Cuts and Jobs Act by the United States on 22 December, 2017, as the corporate income tax rate for entities of the Group based in the United States was reduced to 21 per cent and recognition of deferred tax asset on the unused tax losses to the extent the components had sufficient taxable temporary differences in the view of improved operational performance of components based in the United States.

b) Coal mining operation

Periama Holdings LLC has 100% equity interest in coal mining concessions in West Virginia, US along with permits for coal mining; Periama also owns a 500 TPH coal-handling and preparation plant.

During the year, the coal-mining operations ramped up and the total production stood at 84,743 NT.

During FY 2018-19, the coal mining operations generated EBITDA of USD 5.44 million compared to negative EBITDA of USD 0.02 million in FY 2017-18.

Loss after tax of coal mining operations for FY 2018-19 was Rs.116 crores, compared to net profit after tax of Rs.81 crores in FY 2017-18.

C. JOINT VENTURE COMPANIES

1. GEO STEEL LLC

Geo Steel LLC (Geo Steel) is a Georgia-based JV, in which the Company holds 49% equity through JSW Steel (Netherlands) B.V. Geo Steel has set up a steel rolling mill in Georgia, with 1.75 lakh tonnes production capacity. Geo Steel produced 1.16 lakh tonnes of rebars and 1.13 lakh tonnes of billets during FY 2018-19.

EBITDA in FY 2018-19 decreased by 23% to USD 12.83 million from USD 16.65 million in FY 2017-18 primarily due to decrease in sales volume by 24%.

Profit after tax for FY 2018-19 was Rs.61 crores, compared to Rs.76 crores in FY 2017-18.

2. JSW SEVERFIELD STRUCTURES LIMITED AND ITS SUBSIDIARY JSW STRUCTURAL METAL DECKING LIMITED

JSW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate and erect structural steel work and ancillaries for construction projects.

These projects have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 67,886 tonnes (including job work) during FY 2018-19. Its order book stood at Rs.1,338 crores (119,310 tonnes), as on 31 March, 2019 and EBITDA in FY 2018-19 increased to Rs.63 crores from Rs.51 crores in FY 2017-18. The profit after tax for FY 2018-19 was Rs.28 crores, as compared to Rs.11 crores in FY 2017-18.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant’s total capacity is 10,000 TPA. EBITDA in FY 2018-19 increased to Rs.5 crores from Rs.2 crores in FY 2017-18. The profit after tax for FY 2018-19 was Rs.2 crores, compared to Rs.0.1 crore in FY 2017-18.

3. JSW MI STEEL SERVICE CENTRE PRIVATE LIMITED (MISI JV)

JSW Steel Limited and Marubeni-Itochu Steel signed a JV agreement on 23 September, 2011 to set up steel service centres in India.

The JV Company had started the commercial operation of its steel service centre in western India (near Pune), with 0.18 MTPA initial installed capacity in March 2015. During the year, MISI JV has also commissioned its steel service centre in Palwal, Haryana, with 0.18 MTPA initial capacity. The service centre is equipped to process flat steel products, such as hot-rolled, cold-rolled and coated products. Such products offer just-in-time solutions to automotive, white goods, construction and other value-added segments.

EBITDA in FY 2018-19 increased to Rs.24 crores from Rs.15 crores in FY 2017-18. MISI JV earned a profit after tax of Rs.12 crores during FY 2018-19, similar to profit of Rs.12 Crores and FY 2017-18.

4. JSW VALLABH TINPLATE PRIVATE LIMITED (JSWVTPL)

The Company holds 50% stake in JSWVTPL, which is into tin plate business and has a capacity of 1.0 lakh tonnes. JSWVTPL produced 0.90 lakh tonnes during FY 2018-19. EBITDA in FY 2018-19 was Rs.23 crores as compared to Rs.26 crores in FY 2017-18. Net loss after tax for FY 2018-19 was Rs.4 crores against a net loss of Rs.2 crores in FY 2017-18.

D. MERGER OF WHOLLY-OWNED SUBSIDIARIES

The Board of Directors of the Company at its meeting held on 25 October, 2018 considered and approved the Scheme of Amalgamation pursuant to sections 230 - 232 and other applicable provisions of the Companies Act, 2013, providing for the merger of its wholly owned subsidiaries, Dolvi Minerals and Metals Private Limited (DMMPL), Dolvi Coke Projects Limited (DCPL), JSW Steel Processing Centres Limited (JSWSPCL), and JSW Steel (Salav) Limited (JSW Salav) with the Company. The merger is subject to regulatory approvals.

The application for the merger filed with the National Company Law Tribunal (NCLT) by the Company, DMMPL, DCPL and JSWSPCL has been admitted by NCLT. The next date of hearing at NCLT, Mumbai is scheduled on 6th June, 2019. The application for merger filed with NCLT, Ahmedabad in relation to JSW Salav is yet to come up for hearing.

E. ACQUISITION DURING THE YEAR

1 MONNET ISPAT & ENERGY LIMITED (MIEL)

In July, 2018, the National Company Law Tribunal, Mumbai Bench approved the resolution plan submitted by the consortium of the Company and AION Investments Private II Limited (a wholly-owned subsidiary of AION Capital Partners Limited) (“AION”, and together with the Company, the “Consortium”) for MIEL. The acquisition of MIEL was completed by the Consortium on 31 August, 2018.

The Consortium members and its affiliates directly or indirectly hold equity shares amounting to approximately 74.33% of the paid-up equity share capital of MIEL. The effective holding of the Company in equity shares of MIEL is ~23.10%. In addition, Consortium also holds Compulsorily Convertible Preference Shares aggregating to Rs.526 crores in MIEL. In addition to the above investments, the Company has provided Rs.125 crores as a working capital advance to MIEL. MIEL has steel plants in the state of Chhattisgarh with Blast furnace and DRI facility of 1.5 MTPA.

Post-acquisition of management control, operations of Raigarh Pellet plant was started in October 2018 and production was ramped up to around 90% of installed capacity. In the month of February 2019, MIEL started the integrated steel production through blast furnace (for iron making), electric arc furnace (steel making), ladle refining, continuous casting and bar mill rolling. The iron making and steel making operations are under stabilisation. Further MIEL is investing in equipment upgradations with the objective of producing value added steel (long) products for applications in automobile sector, energy, railways and general engineering. With this MIEL is expected to enter into the value added market by the end of current financial year.

2. ACERO JUNCTION HOLDINGS, INC (ACERO) AND ITS WHOLLY OWNED SUBSIDIARY JSW STEEL USA OHIO INC (JSWSUO) (PREVIOUSLY KNOWN AS ACERO JUNCTION, INC)

On 28 March, 2018, the Company entered into a stock purchase agreement with JSM International Limited, Acero Junction Holdings Inc. and Acero Junction Inc. for acquisition of 100% shares of Delaware-based steel manufacturer, Acero Junction Holdings Inc. for a cash consideration of USD 80.85 million.

On 15 June 2018, the Company completed the acquisition of Acero along with its wholly owned subsidiary JSWSUO. JSWSUO has steelmaking assets consisting of 1.5 MTPA electric arc furnace (EAF), 2.8 MTPA continuous slab caster and a 3.0 MTPA hot strip mill at Mingo Junction, Ohio in USA. The Company expects that the acquisition will allow it to gain increased access to the North American steel market.

The Company is proposing a two-phased expansion and modernization plan for JSWSUO. The first phase of revamping and restarting the existing EAF was completed in December 2018. On completion of this capital expenditure, JSWSUO has become a 1.5 MTPA fully integrated steel making facility, with HSM rolling capacity upto 3 MTPA. In the second phase and subject to economic viability, prevailing economic conditions and subject to necessary approvals, the possibility of adding another EAF as well as additional manufacturing equipment at the hot strip mill to make the Ohio facility a fully integrated unit with 3.0 MTPA capacity will be considered at an expected cost of USD 250 million.

From the date of acquisition, Acero has posted a negative EBITDA of USD 41.62 million and net loss after tax of USD 45.74 million.

3. AFERPI S.p.A (AFERPI), PIOMBINO LOGISTICS S.p.A (PL) AND GSI LUCCHINI S.p.A (GSI)

The Company through its wholly owned subsidiary in Italy, JSW Steel Italy S.r.l., on 24 July, 2018, completed the acquisition of 100% shares each of Aferpi, S.p.A. (Aferpi) and Piombino Logistics S.p.A. (PL) and 69.27% shares of GSI Lucchini S.p.A (GSI), (jointly referred to as Targets) from Cevitaly S.r.l (“Cevitaly”), a company organized under the laws of Italy, for a cash consideration of Euro 55 Million on a cash free, debt free basis and additional consideration on account of net working capital of the respective Targets on the date of closing the transaction.

Aferpi produces and distributes special long steel products, viz. rails, wire rods and bars. They have a plant at Piombino in Italy, comprising a Rail Mill (0.32 MTPA), Bar Mill (0.4 MTPA), Wire Rod Mill (0.6 MTPA) and a captive industrial port concession.

PL manages the logistics infrastructure of Piombino’s port area. The Port managed by PL has the capacity to handle ships upto 60,000 tonnes.

GSI is a producer of forged steel balls used in grinding mills with predominant application in mining processing. GSI facilities are located within the premises of Piombino plant, providing easy access to export markets through the port of Piombino.

The acquisition provides a unique opportunity for the Company to establish its presence in Italy and get access to the European speciality steel long products market. The acquisition will also provide a foothold for the Company for exploring future opportunities in the European markets.

From the date of acquisition, Aferpi, PL and GSI collectively posted a negative EBITDA of Euro 17.30 million and net loss after tax of Euro 15.32 million.

9. COMPANY’S PARTICIPATION IN IBC PROCESS

BHUSHAN POWER AND STEEL LIMITED (BPSL)

BPSL was referred to National Company Law Tribunal (NCLT) for commencement of Corporate Insolvency and Resolution Process (CIRP) on 26 July, 2017. The Company has submitted its resolution plan for BPSL under the CIRP under the Insolvency and Bankruptcy Code, 2016. The Company’s ability to submit a revised resolution plan for BPSL was challenged before the National Company Law Appellate Tribunal (NCLAT). However, by its order dated 4 February, 2019, the NCLAT struck down the challenge. Further, on 13 February, 2019, the Company accepted a Letter of Intent issued by the Committee of Creditors of BPSL.

The completion of a potential acquisition of BPSL by the Company is subject to obtaining the necessary approval from the NCLT and satisfaction of conditions precedent under the resolution plan. As of the date of this report, hearings in respect of the NCLT’s approval is completed and judgment on the same is reserved by NCLT.

The closure of the transaction is subject to obtaining necessary regulatory approvals which are currently in progress.

Founded in 1970 and based in New Delhi, India, BPSL is a fully integrated steel making company with an installed capacity of 3.5 MTPA. It manufactures and markets flat and long products and owns plants at Chandigarh, Kolkata and Odisha in India. These plants manufacture products covering entire steel value chain, from manufacturing pig iron, sponge iron, billets, hot rolled coils, cold rolled coils, galvanized sheets, precision tubes, black pipe, cable tapes, carbon and special alloy steel wire rods and rounds conforming to IS and international standards. BPSL serves agriculture and irrigation, fire-fighting/HVAC, construction, gas/oil pipe lines, cement/sugar/paper, automobiles, white goods, bicycles, steel/power projects, and general engineering industries.

VARDHMAN INDUSTRIES LIMITED (VIL):

VIL was referred to the NCLT, Delhi Bench under the corporate insolvency and resolution process of the Insolvency and Bankruptcy Code 2016. The Company had submitted its resolution plan which was approved by the committee of creditors of VIL on 10 August, 2018. The Hon’ble NCLT, Delhi finally approved the resolution plan vide its order dated 16 April, 2019. The Company filed an appeal challenging the said NCLT Order before NCLAT, in which an interim order was passed on 30 April, 2019 suggesting that the Resolution Plan as approved by the Committee of Creditors may be implemented. The Company has further filed an Appeal before the Hon’ble Supreme Court against the interim order of NCLAT in which the Hon’ble Supreme Court vide an order dated 10 May, 2019 has ordered status quo and also requested the Hon’ble NCLAT to take up the matter on 28 May, 2019 and dispose it off.

VIL is a listed company which manufactures colour coated products. VIL has its manufacturing unit at Rajpura District, Patiala in Punjab. VIL has a colour coating capacity of 40,000 tonnes per annum and a small service centre to cater to white goods customers in North India. VIL also own 23.5% of equity of JSW Vallabh Tinplate Private Limited.

10. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN (JFE)

The technical collaboration between JFE Steel Corporation, Japan (JFE) and JSW Steel Limited which commenced in 2010 entered its 9th successful year in FY 2018-19.

The strategic technical collaboration with JFE Steel has added significant value to the Company, both in terms of products and services, thereby enriching the product mix of the Company. The Company has developed a wide range of steel for critical auto end use applications such as outer body panels, bumper beams and other crash resistant components with strength levels up to 980 MPA. The continuous support received from JFE in the form of technical assistance has resulted in expeditious resolution of issues observed during commercial production/ approval of stipulated licensed grades.

The collaboration with JFE has immensly helped your company in imbibing the technological best pratices. It has further created a culture of continous learning and process improvements, which ensure medium to long-term value creation.

Even in the auto and electrical steel sales, JFE’s experience and understanding has been successfully leveraged to gain customer satisfaction. This has helped the Company to consolidate its leadership position in the supplies of value added products into the ever demanding segments of automotive and electrical steel.

Our strategic collaboration with JFE Steel has added significant value to the Company - in terms of products and customers and relationship shared between the two organisations at all levels has been exemplary.

11. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy and follows the globally recognised ‘COSO’ framework of Enterprise Risk Management (ERM).

ERM brings together the understanding of the potential upside and downside of all those factors which can affect the organisation with an objective to add maximum sustainable value to all the activities of the organisation S to various stakeholders.

The Company recognises that the emerging and identified risks need to be managed and mitigated to:

- protect its shareholder’s and other stakeholder’s interests.

- achieve its business objective.

- 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 to oversee the Enterprise Risk Management framework to ensure resilience such that -

- Intended risks are taken prudently so as to plan for the best and be prepared for the worst.

- Execution of decided strategies and plan with focus on action.

- Unintended risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

Key risks and response strategies

- Competitive dynamics and industrial cyclicality - managed through widening and deepening customer reach and broadening product range, expanding market share and customer retention through developing strong customer relationship and gaining brand equity, focusing on new product development and value added special steel segments, increasing exports to various countries across various geographies, focusing on retail sales to widen customer base, leveraging channel financing for providing additional liquidity and focus on cost.

- Raw material availability and cost - Focusing on securing captive mines for the Company’s requirements, broad-basing vendors from different geographies including overseas sources, creating downstream facilities, exploring various contract options such as long term / spot / indexing and monitoring government policies and its impact on raw material availability on a regular basis.

- Logistics and infrastructure - a centralised logistics cell to ensure end-to-end integration, optimisation of infrastructure spend and digitisation initiatives such as last mile connectivity tracking, procurement of higher capacity barges for transportation of inbound raw material and outbound finished goods, improving infrastructure facilities at Dharamtar jetty and additional storage yards for iron ore fines S coal are constructed to handle the enhanced volumes.

- Technology and operational disruptions -effective management of automation systems, spares management, maintenance scheduling, R S D infrastructure and insurance cover for plant interruptions and loss of profit.

- Environment, health and safety - compliance with norms through the right selection of equipment, technologies, processes, inputs and tracking emissions; additional capital expenditure allocation for advanced technologies like Electrostatic Precipitators (ESPs) in sinter to further reduce the dust emissions; developing sustainable products which are safe for consumers; preserving bio-diversity in eco-sensitive area; tracking changing technology and future norms for advance planning; rolling out international safety standards, safety training and providing medical facilities and Mediclaim policy cover for employees and their families.

- Manpower availability with desired skill-sets - manpower planning in line with growth strategy, on-the-job / online trainings to develop competencies and soft skills and leadership programmes to develop future fit leaders.

- Reputation - value-driven leadership; adhering to the highest standards of governance and code of conduct, extending even to business partners.

- Finance - proactive tracking of funding and covenants, regular review of hedging strategy, close monitoring of plant operations, cost optimisation, inventory, receivables and payables.

- Confidentiality, integrity and security of data and systems - security policies and procedures, antivirus / endpoint security deployment, conducting periodic audits of security systems and procedures, developing new capability, technologies and processes to combat cyber- threats, operationalisation of disaster recovery site and implementation of disaster recovery plan and regular training on IT security.

12. INTERNAL CONTROLS, AUDIT AND INTERNAL FINANCIAL CONTROLS

OVERVIEW

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company’s corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control. Some significant features of the internal control systems are:

- Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the Company.

- Deployment of an ERP system that covers most of its operations and is supported by a defined on-line authorisation protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company’s assets/ resources and protecting them from any loss.

- Ensuring the integrity of the accounting system and a proper and authorised recording and reporting of all transactions.

- Preparation and monitoring of annual budgets for all operating and service functions.

- Ensuring a reliability of all financial and operational information.

- Audit Committee of Board of Directors, comprises majority of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls and compliance with Accounting Standards, etc.

- A comprehensive Information Security Policy and continuous updation of IT systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has an internal audit function that inculcates global best standards and practices of international majors into the Indian operations. The Company has a strong internal audit department reporting to the Audit Committee comprising majority of Independent Directors who are experts in their fields. The Company successfully integrated the COSO framework in its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps. The internal audit team has access to all information in the organisation - this is largely facilitated by ERP implementation across the organisation.

AUDIT PLAN AND EXECUTION

The Internal Audit function has prepared a risk-based audit plan. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion into the audit plan.

INTERNAL FINANCIAL CONTROLS

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 a 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, processes and Standard Operating Procedures (SOP).

The entity-level policies include antifraud policies (such as code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (such as organisation structure, insider trading policy, HR policy, IT security policy, treasury policy and business continuity and disaster recovery plan). The Company has also prepared SOP for each of its processes such as 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. CREDIT RATING

During the year, Moody’s Investors Service has maintained the Corporate Family Rating and Senior Unsecured Bond Rating due in 2019, 2022 and 2024, respectively, to Ba2 while changing the outlook to positive from stable.

Also, Fitch Ratings retained the Company’s long-term Issuer Default Rating (IDR) and Senior Unsecured Bond rating due in 2019, 2022 and 2024, respectively, to BB, maintaining the outlook at stable.

The domestic credit rating for long-term debt/ facilities/ Non-Convertible Debentures (NCDs) by Credit Analysis and Research Ltd (CARE) and ICRA were upgraded to AA from AA-, while the short-term debt/ facilities continues to be rated at the highest level of A1 . CARE and ICRA has assigned a stable outlook on the long-term rating. India Ratings has upgraded a long-term issuer rating and rating for the outstanding NCDs of the Company to AA from AA-while maintaining the outlook at stable.

14. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

15. SHARE CAPITAL

The Company’s Authorised Share capital during the financial year ended 31 March, 2019 remained at Rs.9015,00,00,000 (Rupees Nine Thousand Fifteen crores only) consisting of Rs.6015,00,00,000 (Rupees Six Thousand Fifteen crores only) equity shares of Rs.1/- (Rupee One only) each and 300,00,00,000 (Three Hundred crores) preference shares of Rs.10/- (Rupees Ten only) each.

The Company’s paid-up equity share capital remained at Rs.241,72,20,440 comprising of 241,72,20,440 equity shares of Rs.1 each.

During the financial year, the Company has fully redeemed the balance amount of its 27,90,34,907, 10% cumulative redeemable preference shares of Rs.10 each fully paid up, in two equal instalments of Rs.2.5 per share on 15 June, 2018 and 15 September, 2018.

Further, the Company also partially redeemed its 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs.10 each fully paid up, in four equal instalments of Rs.1.25 per share on 15 June, 2018, 15 September, 2018, 15 December, 2018 and 15 March, 2019.

Thereby, the aggregate preference share capital as at the financial year ended 31 March, 2019 is Rs.242,70,73,020 comprising of 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs.5 each fully paid up.

16. FOREIGN CURRENCY BONDS (FCBS)

During FY 2014-15, the Company had allotted 2,500, 4.75% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2019, aggregating to USD 500 million, to eligible investors. In April 2017, the Company further allotted 2,500, 5.25% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2022 aggregating to USD 500 million, to eligible investors. These Notes issued by the Company in the International Market are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”).

Further, in April 2019, the Company has issued 5.95% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company, aggregating to USD 500 million, due 2024. The Notes are listed on the Singapore Exchange Securities Trading Limited (SGX- ST).

17. ADVANCE PAYMENT AND SUPPLY AGREEMENT WITH DUFERCO S.A.

The Company entered into a five-year Advance Payment and Supply Agreement (the “APSA”) agreement on 27 February, 2019 with Duferco S.A. (“DSA”) for the export of steel products. Under the terms of the APSA, DSA, as the purchaser, has provided an interest-bearing advance amount of USD 700 million. This unique financing structure provides the Company long term funding to complement its plans for future growth secured by committed exports of steel products to DSA.

18. ISSUANCE OF NON-CONVERTIBLE DEBENTURES

In a meeting held on 25 July, 2018, the Board of Directors of the Company approved issue of secured and unsecured redeemable non-convertible debentures on private placement basis and/or public issue for an amount of up to Rs.10,000 crores in one or more tranches in the domestic market. The specified use of proceeds includes replacement of short-term loans, long-term working capital, normal/ approved capital expenditure, reimbursement of capital expenditure already incurred and/or general corporate purposes. The Board authorised the finance committee to finalise the terms of issue.

19. CORPORATE GOVERNANCE

The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

Your Company has complied with the requirements of the Securities And Exchange Board Of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices and the Auditors’ Certificate on compliance of mandatory requirements thereof are given as an annexure to this report and also available on the website of the company at https://www.jsw.in/investors/investor-relations-steel.

20. MANAGEMENT DISCUSSION S ANALYSIS

A detailed report on the Management Discussion S Analysis is provided as a separate section in the Annual Report.

21. BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. The Company believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being with a long-term perspective.

The Business Responsibility Report (BRR) of the Company was being presented to the stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 describing the environmental, social and governance initiatives taken by the Company. Further, SEBI in their circular dated 6 February, 2017, has advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

As stated earlier in the report, the current financial year marks the second year of the Company transition towards Integrated Reporting, focussing on the ‘capitals approach’ of value creation. The Company’s second Integrated Report, includes the Company’s performance as per the IR framework for the period 1 April, 2018 to 31 March, 2019.

The Company was awarded the “Highly Commended” award for its maiden IR FY 2017-18 in Asia Sustainability Reporting awards. The Company was ranked second globally at Steel Sustainability Champions Award 2018 by WorldSteel. JSW Steel Limited was the only steel company selected as one of ‘India’s Super 50 Companies’ (Forbes, Super50 Companies 2018). JSW Steel, Vijayanagar was awarded the coveted Deming Prize in 2018.

The Company has adopted an integrated approach towards addressing biological diversity at various sites. The Company was among the pioneers to sign up and commit to the Indian Business and Biodiversity Initiative (IBBI), an initiative by the Confederation of Indian Industry (CII) in partnership with India’s Ministry of Environment, Forest S Climate Change. Million Tree Plantation Project has been initiated in nearby degraded forest areas at Dolvi and Karav in a vision to achieve 1 million Tree plantation, in collaboration with forest department.

The Company has also provided the requisite mapping of principles of the National Voluntary Guidelines to fulfill the requirements of the Business Responsibility Report as per directive of SEBI, as well as between the Integrated Report and the Global Reporting Initiative (‘GRI’). The Report, along with all the related policies, can be viewed on the Company’s website (http://www.jsw. in/investors/investor-relations-steel).

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jayant Acharya (DIN 00106543) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Harsh Charandas Mariwala (DIN 00210342) and Mrs. Nirupama Rao (DIN 06954879) who were appointed as Additional Directors, in the category of Independent Director, by the Board of Directors with effect from 25 July, 2018, in terms of Section 161 of the Companies Act, 2013 and in terms of Article 123 of your Company’s Articles of Association, hold office untill the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from two shareholders of your Company, proposing the names of Mr. Harsh Charandas Mariwala and Mrs. Nirupama Rao for appointment as Directors of your Company. A brief profile of Mr. Harsh Charandas Mariwala and Mrs. Nirupama Rao is given in the notice convening the 25th Annual General Meeting , for the perusal of the shareholders.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 24 May, 2019, has subject to the approval of the members at the forthcoming 25th Annual General Meeting of the Company scheduled on 25 July, 2019, approved the re-appointment of Mr. Jayant Acharya (DIN 00106543), as a Whole-time Director of the Company, designated as ‘Director (Commercial and Marketing)’, for a period of five years, with effect from 7 May, 2019.

The proposals regarding the re-appointment of the aforesaid Directors are placed for your approval.

Changes in the Board of Directors of your Company, during the year under review, are as follows:

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) had nominated Mrs. Gunjan Kinnu, IAS (DIN 08184500) as its nominee on your Company’s Board with effect from 25 July 2018 in place of Mr. Narasimhaiah Jayaram, IAS (DIN 03302626), whose nomination was withdrawn w.e.f. 19 July, 2018. KSIIDC subsequently withdrew the nomination of Mrs. Gunjan Kinnu, IAS w.e.f. 08 May, 2019 and nominated, Mr. Gangaram Baderiya, IAS. (DIN No.07507633) as its nominee on your Company’s Board with effect from 24 May, 2019.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Narasimhaiah Jayaram, IAS and Mrs. Gunjan Kinnu, IAS during their tenure on the Board of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year under review.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at 31 March, 2019 the Board of Directors comprises 12 Directors, of which eight are non-executive, including three women directors. The number of Independent Directors is six, which is one half of the total number of Directors.

The policy of the Company on directors’ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

More details on the Company’s policy on director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms a part of this report.

23.DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

25. AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

At the Company’s 23rd AGM held on 29 June, 2017, M/s S R B C S CO LLP (324982E/E300003), Chartered Accountants, has been appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board’s Report.

COST AUDITORS

Pursuant to Section 148(1) of the Companies Act, 2013 your Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on 24 May, 2019 has on the recommendation of the Audit Committee, re-appointed M/s. Shome S Banerjee, Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2019-20 on a remuneration of Rs.17 Lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the financial year ended 31 March, 2018 was 30 September, 2018 and the Cost Audit Report was filed in XBRL mode on 21 August, 2018.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan S Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ‘C’. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

The Company has also undertaken an audit for the FY 2018-19 pursuant to SEBI Circular No. CIR/CFD/ CMO/I/27/2019 dated 08th February 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges within 60 days of the end of the financial year ended 31 March, 2019.

As per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vanita Sawant S Associates, Practicing Company Secretaries, had undertaken secretarial audit of the Company’s material subsidiary i.e., JSW Steel Coated for the FY 2018-19. The Audit Report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Board, at its meeting held on 24 May 2019, has re-appointed M/s. S. Srinivasan S Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2019-20.

26. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business.

The Company has put up a proposal for your approval by way of an ordinary resolution at the ensuing Annual General Meeting to be held on 25 July, 2019 for RPT with JSW International Tradecorp Pte Limited (JITPL) aggregating to USD 9,265 million over a period of 36 months starting from 1 April, 2019, being considered material RPT in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, for procuring iron ore, coking coal, coke and other raw materials. The total value of raw materials purchased from JITPL during FY 2018-19 was Rs.16,038 crores.

The policy on dealing with RPT as approved by the Board is uploaded on the Company’s website (https://www.jsw.in/investors/investor-relations-steel). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The disclosure of material RPT is required to be made under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. Accordingly, RPTs that individually or taken together with previous transactions during a financial year, that exceed 10% of the annual consolidated turnover as per the last audited financial statements, which were entered into during the year by your Company, is given in Annexure E to this Report.

Your Directors draw your attention to Note No 8 to the Abridged Standalone financial statements and Note No 44 to the Standalone financial statements, which set out related party disclosures.

27. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Board of Directors of the Company, at its meeting held on 29 January, 2016, formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP Plan), to be implemented through the JSW Steel Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of shares from the secondary market.

A total of 2,86,87,000 (Two Crores Eighty-Six Lakhs Eighty-Seven Thousand) options were available for grant to the eligible employees of the Company and its Director(s), excluding independent directors, and a total of 31,63,000 (Thirty-One Lakh Sixty-Three Thousand) options were available for grant to the eligible employees of the Indian Subsidiaries of the Company and their Director(s), excluding independent directors, under the ESOP Plan.

Accordingly, 1,59,44,271 options have been granted over a period of three years under this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its Indian Subsidiaries, including the Whole-time Directors of the Company. The details of the ESOPs granted to Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company is as given in the table below. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

JSWSL ESOP Committee Meeting	Total options	Options Granted to Whole-time Directors of the Company
		Mr. Seshagiri Rao M.V.S	Dr. Vinod Nowal	Mr. Jayant Acharya
17 May 2016 (1st Grant)	7,436,850	192,680	179,830	179,830
16 May 2017 (2nd Grant)	5,118,977	127,968	127,968	119,436
15 May 2018 (3rd Grant)	3,388,444	87,841	87,841	81,985
Total:	15,944,271	408,489	395,639	381,251

As per the ESOP Plan, 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures relating to ESOP plan of 2016, as stipulated under the ESOP Regulations, pertaining to the year ended 31 March, 2019, is posted on the Company’s website at http://www.jsw.in/ investors/investor-relations-steel 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 ESOP Regulations.

The Certificate from the Statutory Auditors of the Company certifying that the Company’s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be placed at the AGM for inspection by Members.

JSWSL EMPLOYEES SAMRUDDHI PLAN 2019

The JSWSL Employees Samruddhi Plan 2019 (“Plan”) was approved by a special resolution passed by the shareholders of the Company by way of a postal ballot on 17 May, 2019. The Plan will be effective from 1 April, 2019. The scheme is a one-time scheme applicable only for permanent employees of the Company, working in India (excluding an employee who is a promoter or a person belonging to the promoter group, a probationer and a trainee) in the grade L01 to L15 (“Eligible Employee”), who were not covered under the earlier JSWSL Employees Stock Ownership Plan - 2016. The Indian Subsidiary companies have a similar scheme to cover its employees. The Company in terms of the applicable provisions of the Companies Act, 2013 (“Act”), the rules framed thereunder and all other applicable rules and regulations including those issued by the SEBI, to the extent applicable, will implement the Plan wherein the Eligible Employee will be eligible to acquire the Equity Shares of face value Rs.1 each directly from the open market. The Eligible Employee will be able to purchase the Equity Shares from the open market by availing a loan provided by a bank / non-banking financial institution (“Lending Agency”) and a broker identified by the Company to facilitate acquisition of Equity Shares by the Eligible Employees under the Plan. The Equity Shares bought by the Eligible Employee will be subject to a lien in favour of the Lending Agency for a period of two years. After expiry of the said period of two years, the Eligible Employee can either repay the entire loan amount after which the Equity Shares will become free of the lien, or the Lending Agency will recover the principal amount by selling the Equity Shares and will transfer the difference, if any, between the principal amount and the sale value (i.e. market price as on the date of the sale x. no. of Equity Shares sold) to the Eligible Employee. The interest on the loan will be serviced by the Company and the Eligible Employee in the ratio of 3:1 (the Company will bear 75% of the total interest liability owed to the Lending Agency and the balance 25% will be borne by the Eligible Employee). The Plan will be administered through the existing JSW Steel Employee Welfare Trust in accordance with Applicable Laws.

The number of Equity Shares that are the subject matter of the Plan shall not be more than 1,24,97,000 representing 0.517% of the issued equity share capital of the Company.

28.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Established in 1989, JSW Foundation is the social development arm of JSW group of companies with an ideology that every life is important and must be given fair opportunities to make best out of it. The Foundation takes conscious steps to support and empower communities, primarily located around its plants. The Foundation is working relentlessly to tackle the issue of malnutrition, facilitating to make learning more effective and meaningful, empowering the youth through employable skill programs, ensuring water security through long-term watershed development programs, providing access to sanitation facilities in rural areas to make them open defecation free, preserve and conserve national heritage and promotion of sports.

The Company committed to not only continue to allocate resources towards special corpus for Corporate Social Responsibility (CSR) Initiatives as per the categories of the Companies Act, 2013 but also to:

- Assess the programs and their impact through external agencies for culling out learning and also continually evolve its own monitoring processes.

- Continue its stakeholder’s engagements in a mutually respectful manner and through social processes that help identify essential needs of the community for its overall growth.

- Spread the culture of volunteerism through the process of social engagement.

- Align its action to achieve not only the desired results at the grassroots level but to also contribute towards the attainment of sustainable development goals (SDGs).

STRATEGY

- The JSW Foundation administers the planning and implementation of all the CSR interventions. It is guided by the CSR committee appointed by the Board, which reviews the progress from time to time and provides guidance as necessary.

- The CSR programmes are carried out directly as well as through strategic partnerships and in close coordination with the concerned state governments.

- While priority is given to the villages in the immediate vicinity of the plant locations defined as Direct Influence Zone (DIZ). In order to get maximum effectiveness, at times activities are also taken up in related villages too. This context is defined as Indirect Influence Zone (IIZ).

- Convergence with government schemes and programmes and regular dialogue with the functionaries is the cornerstone of the CSR activities of the company.

- The programmes are collated under various themes for bringing in best practices and thematic heads at the head office of the Foundation regularly and closely work with the location - specific teams to achieve more focused results.

THEMATIC AREAS

The Company has aligned its CSR programmes under Education, Health S Nutrition, Agriculture, Environment S Water, Skill Enhancement, Livelihoods, Sports and Art S Culture. This helps the Company cover the following thematic interventions as per schedule VII of the Companies Act, 2013:

- Improving living conditions (eradication of hunger, poverty, malnutrition, etc.)

- Promoting social development (education, skill development, livelihood enhancements, etc.)

- Addressing social inequalities (gender equality, women empowerment, etc.)

- Ensuring environmental sustainability

- Promotion of sports

- Swachh Bharat Mission

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure D.

29.ENVIRONMENTAL INITIATIVES

Our Company continued with its commitment to conserve natural resources, reduce emissions and hazardous discharges to the environment and preserve the biodiversity across operations. The Company has undertaken extensive planning and investments with a long-term view to reduce impact from environmental risks. The business has proactively harnessed innovation, technology adoption and process changes keeping in view the social and environmental concerns. This has further been reinforced through set targets and goals, which will ultimately aid in creation of lasting value for all stakeholders.

The approach has resulted in several environmental initiatives to reduce carbon emissions, conserve resources like water, energy and input materials, minimise waste and increase in recirculation, recycling and enhance local biodiversity.

The following actions were undertaken in FY 2018-19 to improve environment:-

CONSERVATION OF NATURAL RESOURCES

Efficient operations and effective monitoring of pollution control equipment have aided efficient utilisation of input materials. In the last fiscal, Vijayanagar plant saw extensive instrumentation in water flow measurement to monitor water use on an hourly basis.

Further, CCTV cameras, additional flowmeters, pH meters and conductivity meters were installed for effective monitoring of water discharge.

In Dolvi, Continuous Online Stack Emission Monitoring System (CSEMS) was installed at New Stock house stack and cast house DES stack.

Increase in hot blast temperature after installation of high temperature hot-blast stoves has resulted in reduced fuel rate in Blast Furnace-1 in Salem. Two new chimneys were also constructed for 48 ovens which improved waste heat recovery substantially.

WATER CONSERVATION

Water plays an important role in steel manufacturing operations. Your Company has introduced several water management initiatives to responsibly use water and find improvements both in conservation and reuse. Vijayanagar plant is located in water scarce area and the unit has implemented numerous measures to secure adequate water for uninterrupted operations.

The following initiatives were carried out during the year:

- Treatment of sewage and recovering quality water through reverse osmosis plants.

- Installation of a 500 m3/day Sewage Treatment Plant-Membrane Bio Reactor (STP-MBR) and bio digester for treatment of sludge from STP and Canteen waste in Vijayanagar. The plant reuses 100% of industrial as well as domestic wastewater after proper treatment.

- Adoption of rainwater harvesting as a measure to conserve around 16898 m3/year in Dolvi.

- Installation of CO2 injection system in Steel Melting Shop-1 (SMS) has improved thickener water quality in Vijayanagar further reducing fresh water consumption.

RECYCLING OF SOLID WASTE

Solid waste materials such as sludge and collected dust are generated during the operation of air and water pollution control system. During the year, Vijayanagar recycled 89% of the solid waste generated in the system. Moreover, the utilisation of blast furnace slag, dust from bag filter and Electrostatic precipitator (ESP), sludge from effluent treatment plants (ETP) during the year was 100%. The plant also commissioned a 1 tonnes/day Biogas plant based on the food waste as feed, this generates about 70-80 cubic-metre of Biogas per day which is equivalent to 35-40 kg of LPG.

SLAG SAND

During the year, the Company sold 3.48 lakhs tonnes of slag sand for use as fine aggregates in construction replacing natural river sand, thereby helping conserve the river beds. Granulated slag sold during the year was 72.36 lakhs tonnes.

STEEL SLAG

The Company has developed an innovative technology which can convert the steel slag as a useful product as construction aggregated, especially in roads and pavements. The Salem plant has commissioned a paver block manufacturing unit from Waste Energy Optimising Furnace (EOF) steel slag as part of waste utilisation. During the year, 470 MT of EOF steel slag was used and 1.5 lakh paver blocks were manufactured.

REDUCTION OF EMISSIONS AND DISCHARGES

Air emissions

Given that integrated iron and steel plants handle large volume of solid materials, emissions of dust remain a major area of concern. During the year, several initiatives were taken to introduce process changes that reduce emissions and strengthen the function of Dust Extraction systems.

- 13 new dedusting systems were commissioned to reduce 150 dust sources/transfer point emissions at Vijayanagar plant.

- Pipe conveyor phase 1 is commissioned. This has reduced truck movements significantly and a reduction of 3.86 kg CO2/t of ore transport is expected.

- Rotating sprinklers are installed at 10mt basemix internal roads, thereby reducing road emissions.

- Procured new road sweeping machine for road cleaning purpose to control the fugitive emissions generation.

- Reduced dust generation due to truck movement inside the plant by installation of Tyre washing unit.

- Installation of Dry Fog system in Blast Furnace and wagon tippler reduced the fugitive dust emission which leads to improvement in ambient air quality.

- In Dolvi, dust emissions during the material handling has reduced after the replacement and modification of the ducts of Dust Extraction (DE) System in Sinter Plant Proportionating House.

- Installation of separate DE system for battery emission to reduce fugitive emission and established trash chutes with collection boxes for accumulating spillage and scrap.

- Established pneumatic dust conveying and auto bagging for cyclone dust collection to reduce the dust emission during loading and handling.

ZERO LIQUID DISCHARGE

All the units of Company have installed necessary facilities to maximise the utilisation of water. These include reducing water use, recycling in less critical applications and reusing for greenery development etc. These actions have facilitated in ensuring zero liquid discharge from all the steel plants. The following projects were commissioned to reduce water discharge:-

- Rapid clarifier is commissioned at SMS-1 of Vijayanagar, saving 1400 m3/day fresh water.

- CO2 injection system is commissioned at SMS- 2 of Vijayanagar. This not only saves 150m3/day water but also reduces the downtime of GCP scrubber and its ID fan.

BIODIVERSITY

In compliance with India Business and Biodiversity Initiative (IBBI) declaration, your Company has mapped the biodiversity interfaces with business operation designated as biodiversity champion, and has implemented schemes for enhancing awareness on biodiversity within the organisation. Bombay Natural History Society (BNHS) experts visit regularly for awareness creation among employees and school children.

The Company has signed two MOUs with BNHS, Mumbai and People For Environment (“PFE”), New Delhi for biodiversity assessment in JSW Steel Complex. Four season studies within 5 km by PFE and two season study in 10 Km outside JSW Steel Complex by BNHS are complete and reports have been duly published. Further, recommendation of these studies are being implemented.

During the year, measures were also undertaken to develop greenery in 432 acres of degraded forest land adjacent to JSW Steel Complex in association with Karnataka State Forest Department. Several species have been planted in the area to improve the overall biodiversity of region.

MILLION TREES PLANTATION MISSION

The Company’s Million Trees Plantation Mission has continued in nearby degraded forest areas at Dolvi and Karav. With a vision to achieve 1 million tree plantation, in collaboration with the Forest Department by FY 2021-22, around 26,555 saplings have been planted in the last fiscal.

In Dolvi, the Company has planted large number of saplings in the plant premises and has undertaken focused efforts to develop a green belt by maintaining the full-fledged nursery. During the year, total number of big trees and shrubs/small trees is over 2 lakhs and 5 lakhs respectively.

MANGROVES RESTORATION PROJECT

The Company has initiated a voluntary measure, Mangroves Restoration Project, for strengthening of the embankment and avoiding saline water ingression into the farm lands. Since 2016, a total of 7,12,377 mangrove saplings have been planted. In the last fiscal alone around 3,06,942 saplings were planted.

30. AWARDS AND ACCOLADES

During the year, the Company has been awarded the Deming Prize for its Vijayanagar Works manufacturing unit. The JSW Vijayanagar Works is the largest single location integrated steel plant in the world to be awarded the prestigious Deming Prize for excellence in Total Quality Management (TQM).

The Deming Application Prize is a world-renowned annual quality award presented by the Union of Japanese Scientists and Engineers (JUSE) to companies that have achieved distinctive performance benchmarks through the application of TQM.

This prestigious award signifies an unflinching commitment to the TQM benchmarks, the Company has set for itself over the last several years.

VIJAYANAGAR

1) Ranked eighth among the best operating steel plant in the world by World Steel Dynamics in June 2018.

2) In recognition of distinct performance improvements, JSW Steel’s Vijayanagar Works won the prestigious 2018 Deming Prize held in Tokyo (14-11-2018) for an unflinching commitment to TQM benchmarks.

3) Vijayanagar Works has been recognised as the second best integrated steel plant in the country for the performance year. It was awarded the Steel Minister’s Trophy for the years 2016-17.

4) Vijayanagar Works has been awarded the prestigious Ispat Suraksha Puraskar - 2018 by the Joint Committee on Safety, Health S Environment in the steel industry organized by Sail Safety Organization at Ranchi for zero fatalities during the calendar years 2017 and 2018 in the following zones: (Award received on 12 February, 2019)

- Blast furnaces, slag granulation plant, sinter plants and the raw material department

- Coal, Coke S Chemical Zones

- Rolling Mill Zones

- Projects

5) Vijayanagar Works has been awarded State Export Excellence Award for the year 2016-17 in the Platinum Category by Govt. of Karnataka on 29 February, 2018.

DOLVI

1) Platinum level recognition in CII Exim Bank Award for Business Excellence 2018.

2) PM’s Trophy 2016-17: Maximum Incremental Improvement award for Integrated Steel Plant.

3) In “Frost S Sullivan - PERP 2018” Digitalisation team was Winner S Six Sigma Project team from CSP Mill were 2nd runner up.

4) 2 QCC teams from Bar Mill S Coke Oven won Gold award in ICQC, Singapore.

5) Out of 12 Teams, 8 teams won “Par Excellence” award in NCQC, Gwalior.

6) Six Sigma team from CSP Mill won second position in 12th CII National Level Competition at Bangalore.

SALEM

1) State Level Health and Safety Award 2016: Won Commendation Certification from National Safety Council.

2) IIM Sustainability Award: Won the first prize in the alloy steel category by the Indian Institute of Metals.

3) Swachh Bharat initiatives: Won Commendation Certificate from Salem District Collector.

4) Customer Awards

a. FAG Schaeffler has awarded JSW Salem for “Best Development Support”.

b. TIMKEN has awarded JSW Salem for “Strategic Partner 2018” S “Excellence in Corporate Citizenship and Sustainability”.

c. JTEKT has awarded JSW Salem for “Supplier Performance”.

d. Automotive Axles Ltd has awarded JSW Salem for class performance in “Best in Agility” for Rolled Bar supplies in 2017-18.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures.

b) Such Accounting Policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as on 31 March, 2019 and of the Company’s profit or loss for the year ended on that date.

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a Going Concern Basis.

e) Internal financial controls were laid down to be followed and that such internal financial controls were adequate and operating effectively.

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

32.DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulation, 2015.

AUDIT COMMITTEE

The Audit Committee comprises of one Executive Director and three Non-Executive Independent Directors. Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

There are no recommendations of the Audit Committee that have not been accepted by the Board.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure B hereto and forms a part of this Report. The same is also available on the Company’s website at http://www.jsw. in/investors/investor-relations-steel.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC. 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

However, Members’ attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure A) hereto and forms a part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Directors’ Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure F to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, an abridged version of the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. For those persons who have registered their e-mail addresses with the Company, the full version of the Annual Report containing the aforesaid information is being sent to them electronically. Members and other entitled persons who have not registered their e-mail addresses with the Company may access the full version of the Annual Report on the website of the Company or by physically inspecting the full version of the Annual Report at the Registered Office of the Company on all working days of the Company, between 10.00 a.m. and 1.00 p.m.; or by requesting a physical copy by writing to the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The details of complaints pertaining to sexual harassment received during FY 201819 are given in the Corporate Governance Report.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

33. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Mauritius, Mozambique, Italy, the US and the UK, the State Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal, Jharkhand and Odisha and the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date : 24 May, 2019 Chairman

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Mar 31, 2018

TO THE MEMBERS OF JSW STEEL LIMITED,

The Directors take pleasure in presenting the First Integrated Report along with financial statements on the business and operational performance of the Company for the Financial year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs, in crores)

	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
I Revenue from operations	66,234	56,913	71,503	60,536
II Other income	213	255	167	152
III Total income (I II)	66,447	57,168	71,670	60,688
IV Expenses:
Cost of materials consumed	35,995	28,400	38,779	29,749
Purchases of stock-in-trade	1,063	945	2	-
Changes in inventories of finished goods, work-	412	(1,390)	244	(1,486)
in-progress and stock-in-trade
Employee benefits expense	1,260	1,168	1,843	1,700
Finance costs	3,591	3,643	3,701	3,768
Depreciation and amortisation expense	3,054	3,025	3,387	3,430
Excise duty expense	1,259	4,623	1,278	4,932
Other expenses	12,504	11,623	14,563	13,467
Total expenses	59,138	52,037	63,797	55,560
V Profit / (loss) before exceptional items and	7,309	5,131	7,873	5,128
tax (III-IV)
VI Exceptional items	234	-	264	-
VII Profit / (loss) before tax (V-VI)	7,075	5,131	7,609	5,128
VIII Tax expenses / (benefit):
Current tax	1,578	(53)	1,826	152
Deferred tax	872	1,607	(288)	1,522
	2,450	1,554	1,538	1,674
IX Profit / (loss) for the period (VII-VIII)	4,625	3,577	6,071	3,454
X Share of (loss) / profit from an associate			-	(9)
XI Share of profit from joint ventures (net)			42	22
XII Total Profit / (loss) for the year (IX X XI)	4,625	3,577	6,113	3,467
XIII Other comprehensive income
A i) Items that will not be reclassified to profit or
loss
a) Re-measurements of the defined	(3)	(16)	(5)	(20)
benefit plans
b) Equity instruments through Other	82	(63)	92	(68)
Comprehensive Income
ii) Income tax relating to items that will not be	1	6	2	7
reclassified to profit or loss
Total (A)	80	(73)	89	(81)

	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
B i) Items that will be reclassified to profit or loss
a) The effective portion of gains and loss	(341)	300	(401)	347
on hedging instruments
b) Changes in Foreign Currency Monetary	(33)	297	(33)	297
Item Translation Difference account
(FCMITDA)
c) Foreign currency translation reserve	-	-	9	30
(FCTR)
ii) Income tax relating to items that will be	130	(207)	150	(223)
reclassified to profit or loss
Total (B)	(244)	390	(275)	451
Total Other comprehensive income / (loss) (A B)	(164)	317	(186)	370
XIV Total comprehensive income / (loss) (XII XIII)	4,461	3,894	5,927	3,837
Total Profit /(loss) for the year attributable to:
- Owners of the company			6,214	3,523
- Non-controlling interests			(101)	(56)
			6,113	3,467
Other comprehensive income/(loss) for the
year attributable to:
- Owners of the company			(184)	365
- Non-controlling interests			(2)	5
			(186)	370
Total comprehensive income/(loss) for the
year attributable to:
- Owners of the company			6,030	3,888
- Non-controlling interests			(103)	(51)
			5,927	3,837

The Company has adopted Indian Accounting Standard (referred to as ''Ind AS'') with effect from April 1, 2016 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("Act") read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

2. RESULTS OF OPERATIONS

During the Financial Year 2017-18, the global business cycle turnaround and structural factors provided fundamental support to steel demand. The cyclical upturn for steel broadened and firmed throughout the year leading to better than expected performance from both developed and developing economies.

The structural factors such as supply reforms in China by way of continuing closure of inefficient production facilities and pollution induced production curtailments coupled with strong domestic demand

in China lead to lower exports from China. This discipline along with robust steel demand helped improve global steel demand -supply balance. During the year, the steel prices rebounded due to resilient demand and improved steel demand-supply balance.

The steel spread, calculated by subtracting iron ore and coking coal prices from the benchmark HRC price has been improving throughout the year. This improved steel spread coupled with higher volumes enabled the steel industry to deliver improved results in the current year.

Indian steel consumption grew by 7.9% and there was competitive pressure in the domestic market due to a surge in domestic steel production and an elevated level of imports specifically in coated products. Steel consumption grew largely in the second half of the year on the back of the Government''s push for infrastructure spending and strengthening consumer demand. In this competitive environment, the Company continued to increase its market share in the domestic market.

This robust domestic demand, focused cost reduction drive and value added special product portfolio helped the Company deliver strong profitable performance and consequently the Company''s profitability improved during F.Y. 2017-18.

(A) Standalone Results

Your Company delivered its highest ever production volumes, sales volume, EBITDA and profit after tax during the F.Y. 2017-18.

The Company reported crude steel production growth of 3% YoY at 16.27 million tonnes for the full year F.Y. 2017-18. Saleable steel sales volume for the year grew by 6% YoY to 15.62 million tonnes, driven by domestic sales.

Revenue from operations for F.Y. 2017-18 stood at Rs, 66,234 crores, up 16% YoY.

This revenue was driven by sales volume growth of 6% YoY and higher realizations. The Company also progressed well on multiple performance improvement initiatives

- from diversified sourcing, optimization of logistics costs, digitalization projects driving improvement of yields and productivity. As a result, the operating EBITDA for the year grew by 19% YoY to Rs, 13,741 crores. The Company posted a net profit of Rs, 4,625 crores for F.Y. 2017-18 as compared to the net profit of Rs, 3,577 crores for F.Y. 2016-17.

During the year, a subsidiary of the Company has surrendered one of its iron ore mines in Chile considering its economic viability. Accordingly, the Company reassessed the recoverability of the loans given to and investments made in these subsidiaries and recognized an impairment provision of Rs, 234 crores which has been disclosed as an exceptional item in the standalone financial statements.

The Company''s net worth increased to Rs, 27,907 crores as on March 31, 2018 as compared to Rs, 24,098 crores as on March 31, 2017. The Company''s gearing (Net Debt to Equity) at the end of the year stood at 1.27x (as against 1.53x as on March 31, 2017) and Net Debt to EBITDA stood at 2.59x (as against 3.20x as on March 31, 2017).

(B) Consolidated Results

Revenue from operations on a consolidated basis for F.Y. 2017-18 stood at Rs, 71,503 crores. The operating EBITDA stood at Rs, 14,794 crores, registering an increase of 22% YoY. Sales of value-added products grew by 13% YoY to 9 million tonnes for F.Y. 2017-18. The Company reported a net profit of Rs, 6,113 crores for F.Y. 2017-18 as compared to the net profit of Rs, 3,467 crores for F.Y. 2016-17.

The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company.

The operational performance at the US operations of both the Plate and Pipe mill at Baytown, as well as the US coal operations, have seen an improvement during the course of the year. In view of the improved operating performance and a strong economic outlook for the USA, the Company during the year ended March 31, 2018 has recognized a Deferred Tax Asset amount of Rs, 729 crores on the unutilized tax losses to the extent of temporary differences. Further during the year, pursuant to the enactment of Tax Cuts and Jobs Act by the USA on December 22, 2017, the corporate income tax rate in USA has been reduced to 21% resulting in a reversal of deferred tax liabilities amounting to Rs, 572 crores. Accordingly, the Company has recognized a Deferred Tax credit of Rs, 1,301 crores in the consolidated financial statements.

During the year, the Group has surrendered one of its iron ore mines in Chile considering its economic viability and accordingly has reassessed the recoverability of carrying amounts of Property, Plant and Equipment, Goodwill and advances pertaining to the said iron ore mine and recognized an impairment of Rs, 264 crores, which has been disclosed as an exceptional item in the consolidated financial statements.

The Company''s net worth increased to Rs, 27,534 crores as on March 31, 2018 as compared to Rs, 22,401 crores as on March 31, 2017. The Company''s gearing (Net Debt to Equity) at the end of the year stood at 1.38x (as against 1.85x as on March 31, 2017) and Net Debt to EBITDA stood at 2.57x (as against 3.41x as on March 31, 2017).

I n terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

3. DIVIDEND

The Board of Directors of the Company has approved a Dividend Distribution Policy on January 31, 2017 in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company''s website: www.jsw.in/investors/investor-relations-steel.

I n terms of the Policy, Equity Shareholders of the Company may expect Dividend, if the Company is having surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that efforts will be made to maintain a dividend payout (including dividend distribution tax and dividend on preference shares, if any) in the range of 15% to 20% of the consolidated net profits of the Company after tax, in any financial year, subject to compliance of covenants stipulated by Lenders/Bond holders.

I n line with the said policy, the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended:

- Dividend at the stipulated rate of 10% per share on the 10% Cumulative Redeemable Preference Shares of Rs, 10 each of the Company, i.e. (i) Rs, 1 (rupee one only) per share of Rs, 10 each (prior to its part redemption on 15.12.2017), (ii) Rs, 0.75 (paise seventy five only) per share of '' 7.50 each (face value post redemption on 15.12.2017) and (iii) Rs, 0.50 (paise fifty only) per share on the 10% Cumulative Redeemable Preference Shares of Rs, 5 each (face value post redemption on 15.03.2018), for the year ended March 31, 2018. The aggregate amount of Dividend per share works out to Rs, 0.91506849.

- Cumulative dividend starting from October 1, 2002 at the stipulated rate of 0.01% per share on the 0.01% Cumulative Redeemable Preference Shares of Rs, 10 each. The aggregate amount of Dividend per share works out to Rs, 0.015496.

- Dividend of Rs, 3.20/- (Rupees Three & Paise Twenty only) (320%) per fully paid-up Equity Share of Rs, 1 each of the Company, for the year ended March 31, 2018.

Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs, 932.5 crores, vis-a-vis Rs, 654.6 crores paid for F.Y. 2016-17.

4. PROSPECTS

A report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report.

5. INTEGRATED REPORT

The Securities and Exchange Board of India (SEBI), in its circular dated February 6, 2017, has advised the top 500 listed companies (by market capitalization) to voluntarily adopt Integrated Reporting (IR) from the financial year 2017-18.

Your Company believes in sustainable value creation while balancing utilization of natural resources and social development in its business decisions. In continuation with this commitment we are delighted to present the first Integrated Report (IR) for the period ended March 31, 2018. The IR framework of the Company has been developed on the Guiding Principles and Content Elements as defined by the International Integrated Reporting Council (IIRC).

I R is a concept that better articulates the broader range of measures that contribute to an organization’s 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 organization’s 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, thereby impacting market value.

This IR articulates the Company''s unique approach to long term value creation which is a paradigm shift from the traditional compliance based reporting to governance based value creation model.

6. PROJECTS AND EXPANSION PLANS

F.Y. 2017-18 marked a turning point for the domestic steel demand growth for the country, as elasticity of steel demand growth to GDP growth went back to >1x after more than 5 years. With rising spends in infrastructure projects, the medium term demand growth outlook is quite constructive. At the same time, with a 91% utilization in F.Y. 2017-18, there is an opportunity to expand capacity to participate in the strong India growth story.

With a strategic objective of augmenting the incremental capacity creation at a low specific investment cost so that they remain returns accretive, the Board of Directors of the Company has approved certain key new projects in addition to the existing capex pipeline to achieve the following:

- expand overall steelmaking capacity from 18 MTPA to 24.7 MTPA by March 2020.

- enrich the product mix with 3.2 MTPA additional downstream capacity.

- backward integration projects to achieve cost reduction.

The major new projects so approved are: (a) Upstream Projects - Augmenting crude steel capacity at Vijayanagar & Dolvi

i) The Company, in the last year, had announced a plan to revamp and up-grade capacity of Blast Furnace-3 at Vijayanagar, post which the higher cost BF-2 would have been ramped down keeping overall capacity at Vijayanagar at 12 MTPA. Considering the prospects of strong steel demand outlook, the Company now plans to modify and enhance the capacities of Steel Making Shop and capacities of flat and long products mills with allied facilities to utilize the additional hot metal at an estimated cost of Rs, 2300 crores.

ii) The expansion project at Dolvi to 10 MTPA is currently under implementation. In order to effectively utilize the steel making and casting capacity, the Company has decided to increase DRI capacity at its subsidiary JSW Steel Salav Limited to 1.6 MTPA (from existing 0.9 MTPA) along with augmentation and modification of Steel Melting Shop at Dolvi for hot charging of DRI. This project is expected to be commissioned by March 2020 at an estimated cost of 1,375 crores. With this, the crude steel capacity at Dolvi would increase to 10.7 MTPA.

Post completion of both these projects, the Company''s overall crude steel making capacity will increase from 18 MTPA to 24.7 MTPA by March 2020.

(b) Enriching Product Mix

The Company remains strategically focused on enriching its product mix by increasing the volume and share of value added and special products in its portfolio. Considering the growth potential in these value added segments, the Company has decided to set up the following downstream facilities:

i) Setting up 0.3 MTPA colour coated line at CRM1 complex at Vijayanagar

ii) Modernisation and Capacity Enhancement at Vasind & Tarapur by 1.5 MTPA by setting up PLTCM instead of earlier planned 0.96 MTPA BCTM

iii) Installation of an additional Tin Plate line with capacity of 0.25 MTPA at Tarapur

iv) Capacity enhancement of Pre-Painted Galvalume Line (PPGL) at Kalmeshwar by 0.22 MTPA

These projects, in phases, are likely to be commissioned between September 2019 and March 2020. The overall project cost for the above new projects is expected to be Rs, 1,470 crores.

(c) Cost reduction projects and manufacturing integration

i) Setting up of 8 MTPA pellet plant and 1.5 MTPA coke oven plant at Vijayanagar:

The Company has decided to set up an 8 MTPA pellet plant at Vijayanagar to strategically reduce the dependency on more expensive lump iron ore. The Company has also decided to set up a

1.5 MTPA coke oven plant at Vijayanagar to bridge the current and expected gaps in coke availability. Both these projects are expected to provide significant cost savings and are likely to be commissioned by August 2019 and March 2020 respectively, at an estimated cost of Rs, 5,200 crores.

ii) Phase-2 Coke Oven plant of 1.5 MTPA under Dolvi Coke Projects Limited (DCPL):

The Company through DCPL would set up a second phase of 1.5 MTPA coke oven plant along with CDQ facilities to cater to the additional coke requirement for the crude steel capacity expansion to 10.7 MTPA at Dolvi. This project is expected to be commissioned by June 2020 at an estimated cost of Rs, 2,050 crores.

iii) Setting up 175 MW and 60 MW power plants at Dolvi:

The Company will set up power plants of 175 MW and 60 MW to effectively utilise flue gases and steam generated from CDQ, which will lead to savings in power costs. These power plants are expected to be commissioned in March 2020 at an estimated cost of Rs, 975 crores.

The overall estimated capex plan of Rs, 26,815 crores as approved by the Board of the Company at the start of F.Y. 2018 is expected to be enhanced by ~ Rs, 17,600 crores to implement the above new projects. Overall, the Company is now implementing a cumulative capex pipeline of Rs, 44,415 crores over a 4 year period between F.Y. 2018 to F.Y. 2021. With spend of about Rs, 4,700 crores in F.Y. 2018, the Company plans to spend the balance Rs, 39,715 crores over the next 3 years. These projects are planned to be funded by a mix of debt and internal accruals in such a manner as to keep the overall leverage ratios within the targeted threshold levels of 3.75x Net Debt / EBITDA and 1.75x Net Debt / Equity.

VIJAYANAGAR I. Projects commissioned during F.Y. 2017-18

The following projects were commissioned at the steel melting shop to enhance capacities and improve operational efficiencies:

- A pouring station of capacity 10,000 TPD at SMS-1 to enhance melting shop productivity and casting capacity.

- Movable KR station at SMS-1 for pre-treatment (desulphurization) of hot metal as required for producing special steel grades and silicon steel.

- HR Slitter line of 0.75 MTPA capacity at HSM-2 to cater to customer''s requirement of HR black, HRPO, HRSPO and BH grade steel in narrow width.

- Installation of the sixth strand at SMS-3 to reduce the long casting time due to submerged casting speed and to match the Electric Arc Furnace (EAF) productivity enhancement in future.

- New De-dusting systems at various areas of shops to control the level of emissions.

II. Projects under implementation

- BF-3 at Vijayanagar works is to be revamped and upgraded from 3 MTPA to 4.5 MTPA, along with the associated auxiliary units.

- Capacity expansion of the CRM-1 complex at Vijayanagar from 0.85 MTPA to 1.8 MTPA.

- A pipe conveyor system is being set up with a capacity of 20 MTPA. This solution will be environment friendly and reduce transportation costs of iron ore to the plant.

- A new water reservoir to ensure adequate supply of water for uninterrupted operations of the plant.

- Coke drying unit for Blast Furnace-1 to utilise the waste heat of Sinter Plant-1 to reduce moisture in coke.

- Maximized Emission Reduction of Sintering (MEROS) and Selective Waste Gas Recovery (SWGR) at sinter plants and installation of Bag filter with the provision for DeSOX after process ESP to meet emission norms.

- Replacement of defective Primary Gas Coolers (PGCs) in Coke Oven-4 to improve operational efficiencies.

- New Cut to Length (CTL) line is planned to be commissioned to cater to the demand of high-strength steel.

Efficiency, productivity improvement and cost-reduction initiatives

a) Edge and BAR heater at HSM-2 to enhance the quality of Auto grade steels.

b) Tailing Beneficiation Project, envisaged to facilitate recovery of useful iron ore from medium-grade tailing rejects.

c) Waste heat recovery boiler for reheating furnace for HSM-1 and 2 to recover the heat from flue gases.

d) Debottlenecking of Beneficiation Plant-2 to handle feed rate of 50,000 TPD of low-grade iron ore.

DOLVI I. Projects commissioned during F.Y. 2017-18

- Installation of 500 TPD Vapour Pressure Swing Adsorption (VPSA) for increasing oxygen enrichment and ramp up hot metal production at blast furnace.

- Addition of the sixth strand billet caster to the existing machines to enhance the productivity with 130 X 130 sections.

- Waste heat recovery system installed at Sinter Plant-2 by utilizing the waste heat from the sinter cooler.

II. Projects under implementation

The steelmaking capacity at Dolvi Works will be increased from existing 5 MTPA to 10 MTPA. The major facilities included in the project are

4.5 MTPA blast furnace, 5 MTPA steel melt shop and 5 MTPA hot strip mill.

SALEM I. Projects commissioned during F.Y. 2017-18

- Caster III Project with 3 Strands to handle casting sections of 220 x 220 mm, 250 x 250 mm and 280 x 370 mm

- Sliding Stand at BRM to handle higher sections

- Coil Annealing with capacity of 48000 TPA for value added end products

- Second Billet grinding machine to improve quality of billets for Cold head quality and free cutting steels.

II. Projects under implementation

- Pre & Post Pickling Treatment with capacity of 84000 TPA for BRM products

- Bar Annealing of capacity 18000 TPA for further value addition

- CPP 3 of 30 MW is to cater to the power requirements under erection

- Stove up gradation in BF 1 to improve Hot Blast temperature

- Third Billet grinding machine

7. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company had 46 direct and indirect subsidiaries and 9 JVs as on March 31, 2018. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, the following 4 companies were formed as the subsidiaries of the Company:

1. JSW Utkal Steel Limited

2. Creixent Special Steels Limited

3. Hasaud Steel Limited

4. Milloret Steel Limited

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company''s subsidiaries (which include associate companies and JVs) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the standalone financial statements of the Company and consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

The details of major subsidiaries, JVs and associate companies are given below:

A. INDIAN SUBSIDIARIES

1. JSW STEEL COATED PRODUCTS LIMITED (JSW STEEL COATED)

J SW Steel Coated Products Limited is the Company''s wholly-owned subsidiary. It has three manufacturing facilities in the State of Maharashtra at Vasind, Tarapur and Kalmeshwar. It is engaged in the manufacture of value-added flat steel products comprising of Galvanised and Galvalume Coils/Sheets and Colour-Coated Coils/Sheets. This Company caters to both domestic and international markets. JSW Steel Coated reported a production (Galvanising/Galvalume products) of 1.70 million tonnes, a decrease by 1% YoY. The sales volume grew by 20% YoY to 2.06 million tonnes during F.Y. 2017-18, including traded goods.

The revenue from operations for the year under review was Rs, 12,553 crores. The operating EBITDA during F.Y. 2017-18 was F.Y. Rs, 638 crores as compared to the EBITDA of Rs, 630 crores in F.Y. 2016-17. The operating EBIDTA margin during F.Y. 2017-18 was 5% as compared to 7% in F.Y. 2016-17. The net profit after tax stood at Rs, 275 crores, compared to net profit after tax of Rs, 277 crores in F.Y. 2016-17.

KEY NEW PROJECTS Tin Plate Mill:

JSW Steel Coated Products Limited is setting up a Tin Plate Mill and related facilities at its Tarapur Work to cater to the increasing demand for the tin plate. The estimated project cost is Rs, 650 crores and is expected to be commissioned in F.Y. 2018-19.

Considering the Potential Growth in demand, it is decided to set up another Tin Plate Mill with capacity of 0.25 MTPA at an estimated cost of Rs, 419 crores.

Modernization and Capacity Enhancement at Vasind & Tarapur by 1.5 MTPA by setting up PLTCM:

Additions/modifications will be carried out at Vasind and Tarapur for net capacity enhancement of cold rolling by 1 MTPA and other downstream facilities. The project cost is estimated at Rs, 1,729 crores and is expected to be commissioned in F.Y. 2019-20.

2. AMBA RIVER COKE LIMITED (ARCL)

Amba River Coke Limited (ARCL) is a wholly-owned subsidiary of the Company. ARCL has set up a 1 MTPA coke oven plant and a 4 MTPA pellet plant. ARCL has produced 1.04 million tonnes of coke and 4.19 million tonnes of pellet during the F.Y. 2017-18, registering an increase of 3% and 6%, respectively, as compared to F.Y. 2016-17. The coke and pellets produced are primarily supplied to the Dolvi unit of the Company. The operating EBITDA during the F.Y. 2017-18 was Rs, 431 crores as compared to the EBITDA of Rs, 369 crores in F.Y. 2016-17.The profit after tax increased to Rs, 169 crores in F.Y. 2017-18 as compared to Rs, 159 crores in F.Y. 2016-17.

3. JSW STEEL (SALAV) LIMITED (JSW SALAV)

JSW Salav is a wholly owned subsidiary of JSW Steel Ltd. JSW Salav has a DRI plant with a capacity of 0.9 MTPA, along with a captive jetty and railway sliding.

During the year 2017-18, the unit has produced 0.67 MnT, an increase of 19% as compared to F.Y. 2016-17. The profit after tax for F.Y. 2017-18 was Rs, 35 crores. JSW SALAV has decided to increase DRI capacity at Salav to 1.6 MTPA, from existing 0.9 MTPA.

4. JSW STEEL PROCESSING CENTRES LIMITED (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is the Company''s wholly-owned subsidiary. JSWSPCL was set up as a steel service centre, comprising HR/ CR slitter and cut-to-length facility, with an annual slitting capacity of 6.5 lakh tonnes. The Company processed 5.68 lakh tonnes of steel during F.Y. 2017-18, compared to previous year''s 5.41 lakh tonnes. JSWSPCL registered a profit after tax for F.Y. 2017-18 of '' 21 crores.

JSWSPCL''s Board has recommended a dividend of '' 20 per share (at 200%) for every share of ''10 each to the equity shareholders for F.Y. 2017-18.

5. PEDDAR REALTY PRIVATE LIMITED (PRPL)

Peddar Realty Private Limited (PRPL) is the Company''s wholly-owned subsidiary. Loss after tax for F.Y. 2017-18 was Rs, 12 crores, compared to profit after tax of Rs, 3 crores in F.Y. 2016-17.

6. JSW BENGAL STEEL LIMITED (JSW BENGAL), ITS SUBSIDIARIES JSW NATURAL RESOURCES INDIA LIMITED, JSW ENERGY (BENGAL) LIMITED (JSWEBL) AND JSW NATURAL RESOURCES (BENGAL) LIMITED (JSWNRBL) As a part of the Company''s overall growth strategy, JSW Bengal Steel''s Salboni project was planned to set up a 10 MTPA capacity steel plant in phases. All enabling work to take up the implementation of the project is in place.

However, due to uncertainties in the availability of key raw materials such as iron ore and coal, post cancellation of allotted coal blocks, the implementation of the project is currently put on hold.

Auditors in their Audit report has put up an emphasis of matter on going concern of the project due to material uncertainties relating to allocation of Coal and iron ore mines to the Company and its consequential impact on the implementation of the project.

In the meantime, efforts are being made to secure long-term linkages of raw materials.

7. JSW JHARKHAND STEEL LIMITED

JSW Jharkhand Steel Limited was incorporated for setting up a 10 million tonnes (in phases) steel plant in Jharkhand. It is pursuing for various approvals and clearances for setting up the project.

8. JSW INDUSTRIAL GASES PRIVATE LIMITED (JIGPL) (FORMERLY KNOWN AS JSW PRAXAIR OXYGEN PRIVATE LIMITED)

JSW Industrial Gases Private Limited is a wholly owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon gases from JIGPL for its Vijayanagar plant. The profit after tax was Rs, 33 crores in F.Y. 2017-18 as compared to profit after tax of Rs, 21crores in F.Y. 2016-17.

JIGPL''s Board has recommended a dividend of Rs, 13.50 per share (at 135%) for every share of Rs, 10 each to the equity shareholders for the F.Y. 2017-18.

9. DOLVI MINERAL & METALS PRIVATE LIMITED (DMMPL) AND ITS SUBSIDIARY DOLVI COKE PROJECTS LIMITED (DCPL)

The Company holds 39.996% stake in Dolvi Minerals & Metals Private Limited (DMMPL) and Dolvi Coke Projects Limited (DCPL) is a wholly-owned subsidiary of DMMPL.

The Company is setting up a 1.5 million tonnes per annum Coke Oven Plant (Phase-1) at Dolvi through DCPL. The total cost for this project will be about Rs, 2,000 crores and is expected to be commissioned during F.Y. 2018-19.

DCPL has also commenced setting up of Phase II project comprising of a 1.5 MTPA coke oven plant and 2x190 TPH Coke Dry Quenching (CDQ) unit at an estimated cost of Rs, 2,133 crores during F.Y. 2017-18.

Although the Company owns only 39.996% ownership interest, under Ind AS, the Company has concluded that it has the practical ability to direct the relevant activities of DMMPL and DCPL unilaterally and treated both these Companies as its subsidiaries and accordingly consolidated DMMPL and DCPL in its consolidated financial statements.

10. JSW REALTY & INFRASTRUCTURE PRIVATE LIMITED (JSWRIPL)

JSWRIPL primarily provides housing facilities to the employees of JSW Steel Limited and its business associates at Vijayanagar plant of JSW Steel. JSW Steel holds 10% Preference Shares of ? 199.15 crores in JSWRIPL as on March 31, 2018.

Though the Company does not hold any ownership interest in JSWRIPL, the Company has concluded that it has the practical ability to direct the relevant activities of JSWRIPL under Ind AS and treated the same as subsidiary and accordingly consolidated JSWRIPL as part of its consolidated financial statements.

11. JSW UTKAL STEEL LIMITED

JSW Steel Limited has formed a wholly-owned subsidiary by the name ''JSW Utkal Steel Limited'' for setting up of an Integrated Steel Plant (ISP) of 12 MTPA capacity and a 900 MW captive power plant in the state of Odisha in phases.

B. OVERSEAS SUBSIDIARIES

1. JSW STEEL (NETHERLANDS) B.V. (JSW NETHERLANDS)

J SW Steel (Netherlands) B.V. is a holding company for subsidiaries based in the US, the U.K., Chile and Italy. It also has 49% equity holding of Georgia-based Geo Steel LLC, incorporated under the laws of Georgia.

(a) PERIAMA HOLDINGS LLC AND ITS SUBSIDIARIES VIZ. JSW STEEL (USA) INC

- PLATE AND PIPE MILL OPERATION AND ITS SUBSIDIARIES - WEST VIRGINIA, USA-BASED COAL MINING OPERATION

Plate and pipe mill operation

During F.Y. 2017-18, the US plate and pipe mill''s performance improved as compared to F.Y. 2016-17 with better capacity utilization. This unit produced 0.25 million net tonnes of plates and 0.05 million net tonnes of pipes with capacity utilization of 26% and 9%, respectively.

Net profit after tax for F.Y. 2017-18 was Rs, 652 crores compared to net loss after tax of Rs, 364 crores in F.Y. 2016-17.

Coal mining operation

Periama Holdings LLC has 100% equity interest in coal mining concessions in West Virginia, US along with permits for coal mining. Periama also owns a 500 TPH coal-handling and preparation plant.

During the year, the coal-handling and preparation plant was operational and it has processed 0.09 million net tonnes of coal after procuring the same from the neighboring mines.

Loss after tax of coal mining operations for F.Y. 2017-18 was Rs, 81 crores, compared to net loss after tax of Rs, 49 crores in F.Y. 2016-17.

The operational performance at the US operations of both the Plate and Pipe mill at Baytown, as well as the US coal operations, have seen a consistent improvement during the course of the year. This has been supported by a strong economic outlook for the US. Consequently, the Company during the year ended March 31, 2018 has recognized a Deferred Tax Asset amount of '' 729 crores on the unused tax losses to the extent of temporary differences. Further during the year, pursuant to the enactment of Tax Cuts and Jobs Act by the USA on December 22, 2017, the corporate income tax rate in USA has been reduced to 21% resulting in a reversal of deferred tax liabilities amounting to Rs, 572 crores. Accordingly, the Company has recognized a Deferred Tax credit of Rs, 1,301 crores in the consolidated financial statements.

(b) JSW PANAMA HOLDINGS CORPORATION (JPHC) AND CHILEAN SUBSIDIARIES, NAMELY INVERSIONES EUROSH LIMITADA (IEL), SANTA FE MINING (SFM) AND SANTA FE PUERTO S.A (SFP) Santa Fe Mining (SFM) in Chile is developing iron ore deposits in the Atacama region of Chile. The Company holds 70.0% equity interest in SFM.

SFM has developed the Bella Vista iron ore deposit, located 20 km from Copiapo, Chile. In 2010, SFM installed a 1 MTPA dry beneficiation plant.

These mines have been currently shut down for care and maintenance since May 2015 and the commencement of operations might be further delayed based on prevailing market conditions.

Loss after tax for F.Y. 2017-18 was Rs, 143 crores, compared to Rs, 77 crores in F.Y. 2016-17.

During the year, the Group has surrendered one of its iron ore mines in Chile considering its economic viability and accordingly has reassessed the recoverability of carrying amounts of Property, Plant and Equipment, Goodwill and advances pertaining to the said iron ore mine and recognized an impairment of Rs, 264 crores, which has been disclosed as an exceptional item in the consolidated financial statements.

(c) JSW STEEL UK LIMITED AND ITS ASSOCIATE ACCIATALIA S.P.A.

During the previous year, the Company has acquired 35% stake in Accitalia S.P.A. Accitalia S.P.A. which is currently in the process of voluntary liquidation. The loss after tax was Rs, 34 crores for F.Y. 2017-18.

2. JSW NATURAL RESOURCES LIMITED (JSWNRL) AND ITS SUBSIDIARIES JSW NATURAL RESOURCES MOZAMBIQUE LIMITADA (JSWNRML) AND JSW ADMS CARVAO LIMITADA

JSW Natural Resources Limited formed a wholly-owned subsidiary - JSW Natural Resources Mozambique Limitada in Mozambique. This initiative was taken to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese. JSW Natural Resources Mozambique Limitada completed the exploration activities in Mutara district of the Tete province and is in the process of obtaining the necessary approvals for lease of certain mining assets.

J SW ADMS Carvao Limitada, a subsidiary of JSW Natural Resources Mozambique Limitada, has a coal mining licence in Zumbo district of the Tete province. The Company has completed exploration activities and it has received an award for mining concession during the year. Now, the Company is in the process of making various applications for obtaining the necessary approvals for mining operations.

3. NIPPON ISPAT SINGAPORE (PTE) LIMITED, EREBUS LIMITED, ARIMA HOLDINGS LIMITED AND LAKELAND SECURITIES LIMITED

There were no significant operations during the financial year.

4. JSW STEEL ITALY S.R.L.

JSW Steel Italy S.R.L. is a wholly-owned subsidiary through JSW Steel Netherlands B.V. The Company was formed mainly for trading in steel and steel-related products primarily to cater the European market.

The loss after tax was for F.Y. 2017-18 was Rs, 9 crores as compared to Rs, 0.28 crores for F.Y. 2016-17.

C. JOINT VENTURE COMPANIES

1. GEO STEEL LLC

Georgia-based JV, Geo Steel LLC, in which the Company holds 49% equity through JSW Steel (Netherlands) B.V., has set up a steel rolling mill in Georgia, with 175,000 tonnes production capacity. Geo Steel produced 1.58 lakh tonnes of rebars and 1.54 lakh tonnes of billets during F.Y. 2017-18. Profit after tax for F.Y. 2017-18 was Rs, 76 crores, compared to Rs, 41 crores in F.Y. 2016-17.

2. ROHNE COAL COMPANY PRIVATE LIMITED

Rohne Coal Company Pvt. Ltd. is a JV for developing Rohne coal block. While Rohne coal block was under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to the state and private sectors during F.Y. 2014-15. Consequently, the allocation of Rohne coal block to Rohne Coal Company Private Limited stood cancelled.

3. MJSJ COAL LIMITED (MJSJ)

The Company, along with other partners, agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha. This was in accordance with the JV agreement to develop Utkal-A and Gopal Prasad (West) thermal coal block in Odisha.

The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to the state and private sectors during F.Y. 2014-15. Consequently, the allocation of coal block to MJSJ stood cancelled.

The Ministry of Coal, Government of India, has not yet commenced the auction of these coal blocks.

4. GOURANGDIH COAL LIMITED

Gourangdih Coal Ltd. (GCL) is a 50:50 JV between JSW Steel Limited and Himachal EMTA Power Corporation Ltd. (HEPL). It was incorporated to develop and mine coal from West Bengal''s Gourangdih, ABC thermal coal block. The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to the state and private sectors during F.Y. 2014-15. Consequently, the allocation of the coal block to GCL stood cancelled. The Gourangdih coal block has been re-allocated to West Bengal Mineral Development and Trading Corporation by the Ministry of Coal vide its notice dated March 16, 2016.

5. VIJAYANAGAR MINERALS PRIVATE LIMITED (VMPL)

According to the Hon''ble Supreme Court''s order to stop all mining operations in the Bellary district in Karnataka, activities from Thimmappanagudi Iron Ore Mines (TIOM), operated by VMPL, were halted since July 2011.

As per the Apex Court direction, the mines are being operated by Mysore Minerals Limited directly.

6. JSW SEVERFIELD STRUCTURES LIMITED AND ITS SUBSIDIARY JSW STRUCTURAL METAL DECKING LIMITED

J SW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate and erect structural steel work and ancillaries for construction projects.

These projects have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 46,385 tonnes during F.Y. 2017 18. Its order book stood at Rs, 598 crores (53,953 tonnes), as on March 31, 2018. The profit after tax for F.Y. 2017-18 was Rs, 11 crores, as compared to Rs, 1 crores in F.Y. 2016-17.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL, is engaged in the business of designing and roll forming of structural metal decking and accessories such as edge trims and shear studs. The plant''s total capacity is 10,000 TPA. The profit after tax for F.Y. 2017-18 was Rs, 0.1 crores, compared to Rs, 2 crores in F.Y. 2016-17.

7. JSW MI STEEL SERVICE CENTRE PRIVATE LIMITED (MISI JV)

JSW Steel and Marubeni-Itochu Steel signed a JV agreement on September 23, 201 1, to set up steel service centres in India.

The JV Company had started the commercial operation of its steel service centre in western India (near Pune), with 0.18 MTPA initial installed capacity in March 2015. MISI JV has also started the project work for its steel service centre in Palval, Haryana, with 0.18 MTPA initial capacity. This facility is expected to be commissioned by end of May 2018. The service centre is equipped to process flat steel products, such as hot-rolled, cold-rolled and coated products. Such products offer just-in-time solutions to automotive, white goods, construction and other value-added segments. MISI JV earned a profit after tax of Rs, 12 crores during F.Y. 2017-18.

8. JSW VALLABH TINPLATE PRIVATE LIMITED (JSWVTPL)

JSW Steel holds 50% stake in JSWVTPL, which is into tin plate business and has a capacity of 1.0 lakh tonnes. JSWVTPL produced 0.85 lakh tonnes during F.Y. 2017-18. Net loss after tax for F.Y. 2017-18 was Rs, 2 crores.

9. COAL BLOCK

The Company had entered into three separate JV agreements for the development of Rohne Coal Block, Gopal Prasad (West) and Utkal (A) Coal Block and Gourangdih Coal Block. While the coal blocks were under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to the states and private sectors. Consequently, the allocation of coal blocks to these three JVs stood cancelled. Subsequently, the Government of India promulgated the Coal Mines (Special

Provision) Act 2015. As per the provisions of the Act, the investment made in the block by the prior allottee, to the extent permitted under the said provisions, will be reimbursed by the successful bidder of the coal block. The Company has made an assessment of recoverable amounts of investments and other assets, impacted by the said order. It has also recognized a provision of Rs, 32 crores as on March 31, 2018, (Rs, 30 crores as on March 31, 2017) considering the principle of conservatism.

8. ACQUISITION

Monnet Ispat & Energy Limited (MIEL)

The Company and Aion Investments Private Limited (together as a consortium) had submitted a bid for Monnet Ispat & Energy Limited (MIEL) under the corporate insolvency process of the Insolvency and Bankruptcy code 2016. MIEL was referred to the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code. MIEL has a steel plant in Chhattisgarh, with a steel making and rolling capacity of 1.5 MTPA when the facilities are fully commissioned. The Company proposes to hold a minority stake in their venture.

The consortium has been declared as a successful resolution applicant by the Committee of creditors of MIEL on April 10, 2018 and has received a Letter of Intent (LOI). The consortium has accepted the terms of the LOI.

The consortium has also received approval from the Competition Commission of India for the proposed acquisition of MIEL. The closure of the transaction is subject to obtaining necessary regulatory approval including the National Company Law Tribunal, which is in progress.

Acero Holdings Limited and its wholly-owned subsidiary Acero Junction Inc (ACERO)

On March 28, 2018, the Company entered into a stock purchase agreement with JSM International Limited, Acero Junction Holdings Inc. and Acero Junction Inc. for acquisition of 100% shares of Delaware-based steel manufacturer, Acero Junction Holdings Inc. for a cash consideration of up to USD 80.85 million.

The proposed acquisition is subject to the fulfillment of certain conditions precedent and other terms as per the stock purchase agreement with a long stop date of May 31, 2018. The Company expects that this acquisition will allow it to gain increased access to the North American steel market. The total enterprise value of the transaction is about USD 180.35 million, with equity value of USD 80.85 million and liabilities of USD 99.50 million, subject to closing adjustments.

Acero Junction Inc has a steel-manufacturing facility, which includes an Electric Arc Furnace of 1.5 million tonne per annum, a ladle metallurgy furnace, a slab continuous casting machine and a 3 million tonne per annum hot strip mill.

The Company has also planned an investment program to complete backward integration project to restart the EAF and Caster, which will need an additional investment of up to USD 50 million. On completion of this capital expenditure, estimated in about 6 months from completion of the transaction, there shall be a

1.5 MTPA fully integrated steel making facility, with HSM rolling capacity up to 3 MTPA.

9. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN (JFE)

The financial year under review was the 8th year of strategic collaboration between the Company and JFE Steel Corporation. During the year the Company has been able to enhance its business share in the Automotive and Electrical Steel segments.

The Strategic Technical collaboration with JFE Steel has added significant value to the Company, both in terms of products and services, thereby enriching the product mix of the Company. The Company has developed a wide range of steel for critical auto end use applications such as outer body panels, bumper beams and other crash resistant components with strength levels up to 980 mPA. The continuous support received from JFE in the form of technical assistance has resulted in expeditious resolution of issues observed during the commercial production/ approval of stipulated licensed grades.

Our strategic collaboration agreement with JFE has added significant value to the Company in business processes, products and customers over the years.

The partnership has helped the Company achieve a “PREFERRED STEEL SUPPLIER STATUS" with certain major customers in the auto and electrical steel segments in India. The systems and methods that have been deployed under the guidance from JFE has enabled the Company to re-define customer relationship and has paved the way for a better understanding to meet customer expectations.

The Company by virtue of its partnership has been able to create a formidable position in the market place to take on the challenges of the future.

I n addition to the technical assistance, JFE continues to provide key inputs to improve quality parameters at downstream facilities and for manufacture of Electrical steel.

10. RISK MANAGEMENT

JSW Steel follows the globally recognized ''COSO'' framework. The Company''s robust risk management framework identifies and evaluates business risks and opportunities.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to:

- Protect its shareholders and other stakeholder''s interests

- Achieve its business objective

- Enable sustainable growth

The risk frame work is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

Pursuant to the requirement of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement, the Company has constituted a sub-committee of Directors to oversee the Enterprise Risk Management framework to ensure that execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions related to performance, operations, compliance, incidents, processes and systems and transactions are monitored and managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

Key risks and response strategies

- Competitive dynamics and industrial cyclicality

- managed through widening and deepening customer reach and broadening product range.

- Raw material availability and cost-broad-basing vendors from different geographies, exploring various contract options such as long term / spot / indexing and relationship management with vendors.

- Logistics and infrastructure - a centralized logistics cell to ensure end-to-end integration, optimization of infrastructure spend and digitization initiatives such as last mile connectivity tracking.

- Technology and operational disruptions -effective management of automation systems, spares management, maintenance scheduling, R & D infrastructure and insurance cover for plant interruptions and loss of profit.

- Environment, health and safety - compliance with norms through the right selection of equipment, processes, inputs and tracking emissions; preserving bio-diversity in ecosensitive area; tracking changing technology and future norms for advance planning and safety training and providing medical facilities and Mediclaim policy cover for employees and their families.

- Manpower availability with desired skill-sets

- manpower planning in line with growth strategy, on-the-job / online trainings to develop competencies and soft skills and leadership programmes to develop future fit leaders.

- Reputation - value-driven leadership; adhering to the highest standards of governance and code of conduct, extending even to business partners.

- Finance - proactive tracking of funding and covenants, regular review of hedging strategy, close monitoring of plant operations, cost optimization, inventory, collections and vendor credit.

- Confidentiality, integrity and security of data and systems - security policies and procedures, antivirus / endpoint security deployment, operationalisation of disaster recovery site and implementation of disaster recovery plan and regular training on IT security.

11. INTERNAL CONTROLS, AUDIT AND INTERNAL FINANCIAL CONTROLS

Overview

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.

Internal control

The Company has a proper and adequate system of internal control, commensurate with the size and nature of its business. Internal control systems are integral to JSW Steel''s corporate governance. Some significant features of the internal control systems are:

- Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the Company.

- Deployment of an ERP system that covers most of its operations and is supported by a defined on-line authorisation protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company''s assets/ resources and protecting them from any loss.

- Ensuring the integrity of the accounting system and a proper and authorized recording and reporting of all transactions.

- Preparation and monitoring of annual budgets for all operating and service functions.

- Ensuring a reliability of all financial and operational information.

- Audit Committee, a sub-committee of the Board of Directors, comprising of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards, etc.

- A comprehensive Information Security Policy and continuous updating of IT systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

Internal audit

JSW Steel has an internal audit function that inculcates global best standards and practices of international majors into the Indian operations. The Company has a strong internal audit department reporting to the Audit Committee comprising Independent Directors who are experts in their fields. The Company successfully integrated the COSO framework in its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps. The internal audit team has access to all information in the organization - this is largely facilitated by ERP implementation across the organization.

Audit plan and execution

The Internal Audit function prepares a risk-based audit plan. The frequency of the audit is decided by risk ratings of areas/functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion into the audit plan.

Internal financial controls

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 a 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, processes and Standard Operating Procedures (SOP).

The entity-level policies include antifraud policies (such as code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (such as organization structure, insider trading policy, HR policy, IT security policy, treasury policy and business continuity and disaster recovery plan). The Company has also prepared SOP for each of its processes such as 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.

12. CREDIT RATING

During the year, Moody''s Investors Service has upgraded the Corporate Family Rating and Senior Unsecured Bond Rating due in 2019 and 2022, respectively, to Ba2 from Ba3 while maintaining the outlook at stable.

Also, Fitch Ratings retained the Company''s long-term Issuer Default Rating (IDR) and Senior Unsecured Bond rating due in 2019 and 2022, respectively, to BB, upgrading the outlook to stable from negative.

The domestic credit rating for long-term debt/ facilities/ Non-Convertible Debentures (NCDs) by Credit Analysis and Research Ltd (CARE) and ICRA were retained at AA-, while the short-term debt/ facilities continues to be rated at the highest level of A1 . CARE has assigned a stable outlook on the long-term rating, while ICRA has upgraded the outlook to stable from negative. India Ratings has assigned a long-term issuer rating and rating for the outstanding NCDs of the Company is AA- while upgrading the outlook to stable from negative.

13. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

14. SHARE CAPITAL

The Company''s Authorized Share capital during the financial year ended March 31, 2018 remained at Rs, 9015,00,00,000 (Rupees Nine Thousand Fifteen crores only) consisting of Rs, 6015,00,00,000 (Rupees Six Thousand Fifteen crores only) equity shares of Rs, 1/- (Rupee One only) each and 300,00,00,000 (Three Hundred crores) preference shares of Rs, 10/-(Rupees Ten only) each.

The Company''s paid-up equity share capital remained at Rs, 241,72,20,440 comprising of 241,72,20,440 equity shares of Rs, 1 each.

During the financial year, the Company partially redeemed its 27,90,34,907, 10% cumulative redeemable preference shares of Rs, 10 each fully paid up, in two equal installments of Rs, 2.5 per share on December 15, 2017 and March 15, 2018.

Thereby, the aggregate preference share capital as at the financial year ended March 31, 2018 is Rs, 624,93,20,575 comprising of 27,90,34,907, 10% cumulative redeemable preference shares of Rs, 5 each paid up and 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs, 10 each fully paid up.

15. FOREIGN CURRENCY BONDS (FCBS)

During F.Y. 2014-15, the Company had allotted 2,500, 4.75% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2019, aggregating to USD 500 million, to eligible investors. In April 2017, the Company further allotted 2,500, 5.25% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2022 aggregating to USD 500 million, to eligible investors. These Bonds issued by the Company in the International Market are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST").

16. CORPORATE GOVERNANCE

The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company''s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices and the Auditors'' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

17. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

18. BUSINESS RESPONSIBILITY/ SUSTAINABILITY REPORTING

JSW Steel Ltd. is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. The Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental well-being with a long-term perspective.

The Business Responsibility Report (BRR) of the Company was being presented to the stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 describing the environmental, social and governance initiatives taken by the Company. Further SEBI vide its circular dated February 6, 2017, has advised the top 500 listed companies (by market capitalization) to voluntarily adopt Integrated Reporting (IR) from F.Y. 2017-18.

As stated earlier in the report, the current financial year marks an important milestone in its corporate reporting journey as the Company is transitioning towards Integrated Reporting, focusing on the six ''capitals'' in its imperatives of value creation. The Company''s maiden Integrated Report discloses performance as per the IR framework for the period April 01, 2017 to March 31, 2018.

The Company was recognized in 2018 as the ''Industry Mover'' in the Dow Jones Sustainability Indices under their Corporate Sustainability Assessment for achieving the largest improvement in sustainability performance compared to the previous year. The Company also features in the Vigeo Eiris Emerging 70 group.

I n F.Y. 2017-18, among several other initiatives, the Company has put in significant efforts to ensure a positive impact on its surrounding flora and fauna that are part of the local ecosystems. The Company was among the pioneers to sign up and commit to the Indian Business and Biodiversity Initiative (IBBI), a pioneering effort by the Confederation of Indian Industry (CII) in partnership with India''s Ministry of Environment, Forest & Climate Change. This has helped to learn from peers about their efforts to manage biological diversity at their sites and to demonstrate to stakeholders the Company''s commitment and efforts towards a sustainable future.

The Company has also provided the requisite mapping of principles of the National Voluntary Guidelines to fulfill the requirements of the Business Responsibility Report as per the directive of SEBI, as well as between the Integrated Report and the Global Reporting Initiative (''GRI''). The Report, along with all the related policies, can be viewed on the Company''s website (http://www.jsw.in/investors/ investor-relations-steel).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I n accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Seshagiri Rao M.V.S. (DIN 00029136) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Dr.(Mrs.) Punita Kumar Sinha (DIN 05229262) who was appointed as a Director of the Company in the category of Independent Director, holds office up to the conclusion of the ensuing Annual General Meeting of the Company ("first term" in terms of Sections 149(10) of the Companies Act, 2013). Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company proposing the re-appointment of Dr.(Mrs.) Punita Kumar Sinha for the Office of Director of your Company in the category of Independent Director for a second term of up to July 23, 2023 or up to the conclusion of the 29th Annual General Meeting (AGM) of the Company in the calendar year 2023, whichever is earlier. A brief profile of Dr. (Mrs.) Punita Kumar Sinha is given in the notice convening the 24th AGM, for the reference of the shareholders. The Board taking into account the recommendation of the Nomination and Remuneration Committee and on the basis of the report of performance evaluation of Independent Directors, has recommended the re-appointment of Dr.(Mrs.) Punita Kumar Sinha as a Director of the Company in the category of Independent Director, for the aforesaid term.

The proposals regarding the re-appointment of the aforesaid Directors are placed for your approval. Mr. Vijay Kelkar and Mr. Kannan Vijayraghavan who were appointed as Independent Directors in the Company''s 20th Annual General Meeting held on July 31, 2014 would complete their term upon the conclusion of the ensuing 24th Annual General Meeting of the Company and having been on the Board for a tenure of 10 years and not being eligible for re-appointment in terms of the Company''s policy for appointment/reappointment of Independent Directors, have not offered themselves for reappointment.

Other changes in the Board of Directors of your Company, during the year under review, are as follows:

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) had nominated Mrs. P. Hemlatha, IAS (DIN 06537451) as its nominee on your Company''s Board in place of Mr. Naveen Raj Singh, IAS, (DIN 06854287) with effect from April 20, 2017. However, it withdrew the nomination of Mrs. P. Hemlatha, IAS and nominated, Mr. N Jayaram, IAS (DIN 03302626) as its nominee on your Company''s Board with effect from October 31, 2017.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Vijay Kelkar, Mr. Kannan Vijayaraghavan, Mr. Naveen Raj Singh, IAS and Mrs. P. Hemlatha, IAS during thier tenure as Directors of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year under review.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at 31.03.2018, the Board of Directors comprises 12 Directors, of which eight are non-executive, including one woman director. The number of Independent Directors is six, which is one half of the total number of Directors.

The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with the Company''s policy on appointment/re- appointment of Independent Directors. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the independent directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

22. AUDITORS AND AUDITOR''S REPORT

STATUTORY AUDITORS

At the Company''s 23rd AGM held on June 29, 2017, M/s S R B C & CO LLP (324982E/E300003), Chartered Accountants, has been appointed as the Statutory Auditor of the Company for a term of 5 years (subject to ratification by members at every AGM if required under the prevailing law at that time), to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company.

Vide Section 40 of the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on May 7, 2018, the requirement for ratification of the appointment of Statutory Auditors by the members at every Annual General Meeting has been done away with. Accordingly, no resolution has been proposed for ratification of the Statutory Auditors, who were appointed in the 23rd Annual General Meeting held on June 29, 2017.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board, at its meeting held on May 16, 2018, has on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants to conduct the audit of the cost accounting records of the Company for F.Y. 2018-19 on a remuneration of Rs,15 lacs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the Financial Year ended March 31, 2017 was September 30, 2017 and the Cost Audit Report was filed in XBRL mode on August 30, 2017.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure ''C''. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board, at its meeting held on May 16, 2018, has re-appointed M/s. Srinivasan & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for F.Y. 2018-19.

23. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business.

The Company has obtained approval of the shareholders by way of a postal ballot on December 17, 2016 for RPT with JSW International Tradecorp Pte Limited (JITPL) for an aggregate value of USD 7,480 million over a period of 36 months starting from April 1, 2016 for procuring iron ore, coking coal, coke and other raw materials being considered material in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Total value of raw material purchased from JITPL during F.Y. 2017-18 was Rs, 16,369 crores.

The policy on dealing with RPT as approved by the Board is uploaded on the Company''s website (http:// www.jsw.in/investors/steel/related-party-policy). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT that are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length. All RPT are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPT under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The disclosure of material RPT is required to be made under Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. Accordingly, RPTs that individually or taken together with previous transactions during a financial year, that exceed 10% of the annual consolidated turnover as per the last audited financial statements, which were entered into during the year by your Company, are given in Annexure E to this Report.

Your Directors draw your attention to Note No. 8 to the Abridged Standalone financial statements and Note No. 44 to the Standalone financial statements, which set out related party disclosures.

24. EMPLOYEE STOCK OPTION PLAN (ESOP):

The Board of Directors of the Company, at its meeting held on January 29, 2016, formulated the JSWSL Employees Stock Ownership Plan - 2016 (ESOP Plan), to be implemented through the JSW Steel Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of shares from the secondary market.

A total of 2,86,87,000 (Two Crores Eighty Six Lakhs Eighty Seven Thousand) options would be available for grant to the eligible employees of the Company and its director(s), excluding independent directors, and a total of 31,63,000 (Thirty One Lakh Sixty Three Thousand) options would be available for grant to the eligible employees of the Indian Subsidiaries of the Company and their director(s), excluding independent directors, under the ESOP Plan.

74,36,850 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on May 17, 2016 under the first grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole-time Directors of the Company. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company, have been granted 1,92,680, 1,79,830 and 1,79,830 options, respectively, towards the first grant under the ESOP Plan.

51,18,977 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on May 16, 2017 under the second grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole-time Directors of the Company. The Grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company, have been granted 1,27,968, 1,27,968 and 1,19,436 options, respectively, towards the second grant under the ESOP Plan. 33,88,444 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on May 15, 2018 under the third and final grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole-time Directors of the Company. The Grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company, have been granted 87,841, 87,841 and 81,985 options, respectively, towards the third grant under the ESOP Plan.

As per the ESOP Plan, 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

In terms of clause 4.2 of the “JSWSL Employees Stock Ownership Plan - 2012" (“ESOP-2012 Plan") that came into force on the July 26, 2012, the ESOP-2012 Plan was terminated on the Closing Date of September 30, 2017 and any Stock Options that remained unexercised after the Closing Date, has automatically lapsed.

The applicable disclosures relating to the earlier ESOP-2012 Plan as well as the current ESOP plan of 2016, as stipulated under the ESOP Regulations, pertaining to the year ended March 31, 2018, is hosted on the Company''s website at http://www.jsw.in/investors/investor-relations-steel 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 ESOP Regulations.

The Certificate from the Statutory Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be placed at the AGM for inspection by Members.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company firmly believes that in order to be a responsible corporate citizen in its true sense, its role is much more than producing steel. As such, the Company aims to continuously foster inclusive growth and a value-based empowered society. For this, the Company engages through the JSW Foundation to carry out a consultative needs assessment, ascertain joint action with a range of stakeholders and bring in strategic partnerships.

The Company continues to strengthen its relationships with the communities in the Direct Influence Zone (DIZ) of its plant locations and beyond, through a meaningful and purposeful engagement, implementation of a range of programs covering all important aspects of their lives from education, health and sanitation to skill development, livelihoods, environment and water management and augmenting arts and cultural heritage.

The Company is committed to not only continue to allocate resources towards special corpus for Corporate Social Responsibility (CSR) as per the categories of the Companies Act, 2013 but also to:

- Assess the programs and their impact through external agencies for culling out learning’s and also continually evolve its own monitoring processes

- Continue its stakeholder engagement in a mutually respectful manner and through social processes that help identify essential needs of the community for its overall growth

- Spread the culture of volunteerism through the process of social engagement

- Align its actions to achieve not only the desired results at the grassroots level but to also contribute towards the attainment of Sustainable Development Goals (SDGs)

STRATEGY

- The JSW Foundation administers the planning and implementation of all the CSR interventions. It is guided by the CSR Committee appointed by the Board, which reviews the progress from time to time and provides guidance as necessary.

- Taking a note of the importance of synergy and interdependence at various levels, the CSR programs are carried out directly as well as through strategic partnerships and in close coordination with the concerned State Governments.

- While priority is given to the villages in the immediate vicinity of the plant locations defined as DIZ, in order to get maximum effectiveness, at times, activities are also taken up in related villages too. This context is defined as Indirect Influence Zone (IIZ).

- Convergence with Government schemes and programmes and regular dialogue with the functionaries is the cornerstone of the CSR activities of the company.

- The programmes are collated under various themes for bringing in best practices and the thematic heads at the head office of the Foundation regularly and closely work with the location-specific teams to achieve more focused results.

THEMATIC AREAS

The Company has aligned its CSR programs under Education, Health & Nutrition, Agriculture, Environment & Water, Skill Enhancement, Rural Women''s BPO, Sports and Art & Culture. This helps the Company cover the following thematic interventions as per Schedule VII of the Companies Act, 2013:

- Improving living conditions (eradication of hunger, poverty, malnutrition, etc.)

- Promoting social development (education, skill development, livelihood enhancements, etc.)

- Addressing social inequalities (gender equality, women empowerment. etc.)

- Ensuring environmental sustainability

- Promotion of sports

- Swachh Bharat Mission

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure D.

26. ENVIRONMENTAL INITIATIVES

Your Company is firmly committed to conservation of natural resources; reduction of emissions and discharges to the environment and preservation of biodiversity in all its operations. The Company recognizes the need to be proactive and integrate thoughts into processes, to reduce risks and harness opportunities, and set targets beyond compliance considering the future changes and carrying out the required changes in the processes focusing on social and environmental concerns to better manage the long term expectations of the stakeholders.

This approach demonstrates sensitivity to the environment in the areas of conserving resources such as water, energy and input materials; minimizing waste while maximizing recirculation, reuse and recycling and enhancing local biodiversity. The awareness of the environment complemented with decisions and actions that the Company take towards a responsible behavior leads to innovation and value creation for the Company.

The following actions were taken in 2017-18 to improve environment

Conservation of natural resources:

- Efficient operation as well as effective monitoring of pollution control equipment ultimately leads to reduced wastage of materials. During the year, stack emission monitoring systems, dust analysers, gas monitors on stacks, CCTVs and effluent monitors were installed across the steel complex.

- Enhancing steam generation through additional waste heat recovery boilers at Salem (WHRB #4 and #5) resulted in reduction of coal consumption (about 22,000 MT/Annum) in coal-based boilers, thereby minimizing the fossil fuel consumption.

Water conservation: Water security is essential for un-interrupted operations of steel plant units. Vijayanagar & Salem plants are located in water scares areas. During the year several measures were taken to conserve water by improving water use efficiency; recycling treated waste water; treated sewage and recovering high quality water through reverse osmosis plants.

The following initiatives for water conversation has been carried out during the year:

- Treatment of sewage and recovering quality water through reverse osmosis.

- Installation of Roof-top rain water harvesting system at 12 plant buildings at Dolvi and the collected rain water is stored in nearby water utility system for reuse.

- Increased the cycles of concentration in all cooling towers across all plant locations resulting in reduced waste water generation.

- Installation of an RO system in the upstream water system instead of downstream (high TDS water), resulting in elimination of softening systems, which generates high Total Dissolved Solids (TDS) effluents and reduction in energy consumption.

Recycle of Solid Waste: Solid waste materials such as sludge and collected dust are generated during the operation of air and water pollution control system. During the year at Vijayanagar, Biogas plant for food waste and sewage waste was installed. Gas produced in the process is being transferred to the central canteen and the solids generated were composted. Pilot trial for treatability study of ammonia and cyanide has been completed at Vijayanagar.

Slag sand:

During the year, the Company sold 2.87 lakhs tonnes of slag sand for use as fine aggregates in construction replacing natural river sand, thereby helping conserve the river beds. Granulated slag sold during the year was 45.6 lakhs tonnes. The Company has installed second line of granulated slag crusher of 40 TPH capacity resulting in doubling the daily production of slag sand.

Steel Slag:

The Company has developed an innovative technology which can convert the steel slag as a useful product as construction aggregate, especially in roads and pavements. The technology is being patented and is expected to increase steel slag utilization substantially in the future years. 2023 tons of granulated BF slag, 33302 tons of slag sand, 1,78,575 tons of dry pit slag and 60,617 tons of steel slag was sold during the year for NHAI project Ballari-Hospet. This highway is termed as “Green Highway".

Reduction of emissions and discharges:

Air emissions: Owing to handling of large volume of solid materials, emissions of dust remain a major area of concern in all integrated iron and steel plants. During the year, several measures were taken to reduce emissions by installing bag filters in high dust areas. Some of the other measures includes:

- At Dolvi, 13 Dust Extraction (DE) systems at junction houses were installed to control fugitive emission during the material transfer through conveyors.

- The Company also has established Pneumatic conveying for dust transfer to feeding bin and a new DE system at pellet discharge junction house. The other initiatives to reduce emissions include installation of Electro Static Precipitator for discharge end of the pellet making process and construction of 0.5 km of concrete road in the raw material handling area to minimize fugitive emission and easy vehicular movement.

- Installation of water sprinklers / wind nets and dry fog and wet fog systems in the raw material handling areas to reduce the fugitive emission, which leads to improvement in ambient air quality in the plant premises.

- Established two telescopic chutes and replacement of trucks with bulkers resulted in curbing the fugitive emissions during loading of GCP dust.

Zero Liquid Discharge:

All the units of Company have installed requisite facilities to maximize the utilization of water. These include cascaded water use, recycling in less critical applications, use for greenery development etc. These actions has facilitated in ensuring zero liquid discharge from all the steel plants.

Biodiversity:

The steel plant at Vijayanagar is in an arid area, with poor rainfall and devoid of vegetation. With the continued efforts on tree plantation over the years by the Company and surrounding community, the micro climate in the surrounding area has improved substantially facilitating improved bio diversity.

With an effort to improve the greenery beyond the steel plant area, tree plantation has been carried out over an area of 450 acres belonging to the forest department at Vijayanagar. 4,29,497 sq. ft. area has been added under green cover inclusive of lawns, planting local species of trees, shrubs and herbs.

Million Trees Plantation Mission:

The million tree plantation project has been initiated in nearly 127 acres of degraded forest areas at Dolvi and Karav with a vision to plant 1 million trees by F.Y. 2021-22.

27. AWARDS AND ACCOLADES

Vijayanagar Works

1) Ranked sixth among the best operating steel plant in the world by World Steel Dynamics in June 2017.

2) Vijayanagar Works has been recognized as the second best integrated steel plant in the country for the performance. It was awarded the Steel Minister''s Trophy for the years 2014-15 and 2015-16.

3) JSW Steel (Vijayanagar Works) has been awarded the prestigious Ispat Suraksha Puraskar - 2017 by the Joint Committee on Safety, Health & Environment in the steel industry for zero fatalities during the calendar years 2015 and 2016 in the following zones:

- Steel melting shops and continuous casting shops

- Blast furnaces, slag granulation plant, sinter plants and the raw material department

4) Water Management Excellence Award 2017 by ASSOCHAM on June 30, 2017 at Hotel Le Meridian, New Delhi

5) National Sustainability Award-2017: First Prize among the Integrated Steel Plants Category by the Indian Institute of Metals

6) Winner of the International and Best CSR Practice award 2018 at International NGO and CSR Summit February 28, 2018, Bengaluru.

7) Awarded the India CSR Project of the Year award for Mission against Malnutrition (MAM) in the state of Karnataka on May 26, 2017

8) JSW Steel Ltd., Vijayanagar Works awarded as "MODEL EMPLOYER" felicitated by Ministry of Labour and Employment, Sri Bandaru Dattatreya May 16, 2017

Dolvi Works

1) PM''s Trophy 2013-14: Certificate of Appreciation for Maximum Incremental Improvement amongst ISP

2) CII Exim Bank Award 2017 for Significant Achievement in Nov''17

3) CoRe program stood 1st Runner up in Frost & Sullivan PERP 2017 Award in Dec''17

4) Ispat Suraksha Puraskar for zero fatal in 2018

Salem Works

1) Best ITI - Skill Development through the PPP Model:

JSW Steel Salem won the Silver Trophy by ASSOCHAM, India, in recognition of outstanding contribution in Best ITI - Skill Development

2) IIM Sustainability Award:

Won the second prize in the alloy steel category by the Indian Institute of Metals

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, subsection 3(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby state and confirm 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) Such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on March 31, 2018 and of the Company''s profit or loss for the year ended on that date.

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis.

e) Internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

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

29. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, eight Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

AUDIT COMMITTEE

The Audit Committee comprises of three Non Executive Directors, all of whom are Independent Directors. Mr. K. Vijayaraghavan is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

There are no recommendations of the Audit Committee that have not been accepted by the Board.

EXTRACT OF ANNUAL RETURN

I n accordance with the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT-9 is annexed (Annexure B) hereto and forms a part of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC. 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

However, Members'' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure A) hereto and forms a part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Directors'' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure F to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, an abridged version of the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. For those persons who have registered their e-mail addresses with the Company, the full version of the Annual Report containing the aforesaid information is being sent to them electronically. Members and other entitled persons who have not registered their e-mail addresses with the Company may access the full version of the Annual Report up to the date of the ensuing AGM on the website of the Company; or by physically inspecting the full version of the Annual Report at the Registered Office of the Company on all working days of the Company, between 10.00 a.m. and 1.00 p.m.; or by requesting a physical copy by writing to the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y. 2017-18.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

30. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India; Republic of Chile, Mauritius, Mozambique, the US and the UK; the State Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal; Jharkhand and Odisha and the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date : May 16, 2018 Chairman

---

Mar 31, 2017

To the Members of JSW STEEL LIMITED,

The Directors take pleasure in presenting the Twenty Third Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended march 31, 2017.

1. FINANCIAL RESULTS

(Rs,in crores)

Particulars		Standalone		Consolidated
		FY 2016-17	FY 2015-16	FY 2016-17	FY 2015-16
I Revenue from operations		56,913.25	40,858.96	60,536.25	45,976.73
II	Other income	255.46	318.30	152.13	180.48
III	Total income (I II)	57,168.71	41,177.26	60,688.38	46,157.21
IV	Expenses:
Cost of materials consumed		28,399.88	18,763.32	29,748.58	...........
Purchases of stock-in-trade		944.66	152.72	-	54.42
Changes in inventories of finished goods, work-in-progress and stock-in-trade		(1,389.58)	1,083.56	(1,485.92)	1,365.76
Employee benefits expense		1,16758	953.29	1,699.59	1,518.67
Finance costs		.3,642.79	3,218.73	.3,768.12.	.3,601.18
Depreciation and amortization expense		3,024.61	2,847.24	3,429.87.	.3,322.56
Excise duty expense		4,623.14	4,152.04	4,931.66	4,430.56
Other expenses		11,624.35	9,385.18	13,468.12	11,079.71
Total expenses		52,037.43	40,556.08	55,560.02	46,499.46
V	Profit / (loss) before exceptional items and tax (III-IV)	5,131.28	621.18	5,128.36	(342.25)
VI	Exceptional items	- 5,860.45		-	2,125.41
VII	Profit / (loss) before tax (V-VI)	5,131.28	(5,239.27)	5,128,36	(342.25)
VIII	Tax expenses / (benefit):
Current tax		(53.08)	6.71	151.79	86.68
Deferred tax		1,607.82)	(1,716.31)	1,522.52	(2,052.89)
		1,554.74	[1.709.60)	1,674 31	(1,966.21)
IX	Profit / (loss) for the period (VII-VIII)	3,576.54	(3,529,67)	3,454.05	(501.45)
X	Share of (loss) / profit from an associate			(0.91)	21.71
XI	Share of profit from joint ventures (net)			22.10	(0.897)
XII	Total Profit / (loss) for the year (IX X XI)	3,576.54	(3,529.67)	3,467.24	[480.63)

2. INDIAN ACCOUNTING STANDARDS (Ind AS)

In accordance with the notification issued by the ministry of Corporate Affairs (MCA), your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1^st April 2016. Ind AS has replaced the existing Indian GAAp prescribed under section 133 of the Companies Act, 2013, read with rule

7 of Companies (Accounts) Rules, 2014

Accordingly the Company has adopted Indian Accounting Standard ("Ind AS") with effect from 1^st April 2016 with the transition date of 1^st April 2015 and the financial Statements for the year ended 31^st March 2017 has been prepared in accordance with Ind AS. The financial statements for the year ended 31^st March 2016 have been restated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to subsidiary Companies, Joint venture or associates of the Company. Hence the Company and JSW Steel group have prepare and reported financial statements under Ind AS w.e.f. April 1, 2016, including restatement of the opening balance sheet as at April 1, 2015.

The effect of the transition from IGAAP to Ind AS has been explained by way of an reconciliation in the Standalone Financial Statements and Consolidated Financial Statements.

3. RESULTS OF OPERATIONS

The financial year 2016-17 threw up challenges in terms of tepid global steel consumption growth, trade remedial actions across countries and volatile raw material prices. However steel prices recovered due to imposition of trade remedial across geographies and spike in iron ore and coal prices providing relief to the steel industry. While the Indian steel consumption grew by 2.6% there was competitive pressure in domestic market due to surge in domestic steel production and elevated level of imports. The trade remedial measures imposed by the Indian Government provided some relief to the steel industry as steel prices recovered. This steel price increase was offset by cost pressures due to raw material price volatility and availability. In these challenging conditions, the Company''s profitability also improved.

(A) Standalone Results

Your Company delivered its highest ever production volumes, sales volume, EBITDA and Profit after tax during the FY 20162017.

With the ramp up of newly commissioned facilities in a record time, for the full year FY 2016-17 the company reported Crude Steel production growth of 26%YoY at 15.80 million tonnes. Saleable Steel sales volume for the year grew by 22%YoY to 14.77 million tonnes driven by export sales, as domestic steel demand, especially for long products, was adversely impacted by de-monetization. However, sales of value added products grew by 17% YoY to 5.06 million tonnes for FY2016-17.

Revenue from operations for FY 201617 stood at Rs,56,913 crores, up 39% YoY. The Company undertook multiple performance improvement initiatives during the year from diversified sourcing strategy, optimization of logistics costs, procurement costs, to focus on yields and productivity. As a result, the Operating EBITDA for the year grew by 81%YoY to Rs,11,543 crores. The company posted a net profit of Rs,3,577 for FY 2016-17 as compared to the net loss of Rs,3,530 crores for FY 2015-16.

The Company''s net worth increased to Rs,24098 crores as on March 31, 2017 as compared to Rs,20410 crores as on March 31, 2016. The Company''s gearing [Net Debt to Equity) at the end of the year stood at 1.53x [as against 1.71x as on March 31, 2016) and Net Debt to EBITDA stood at 3.20x [as against 5.49x as on March 31, 2016).

(B) Consolidated Results

Revenue from operations on Consolidated basis for FY 2016-17 stood at Rs,60,536 crores. The Operating EBITDA stood at Rs,12,174 crores registering an increase of 90%YoY primarily driven by higher EBITDA from parent Company. The Company reported a Net profit of Rs,3,467 crores for FY 2016-17 as compared to the net loss of Rs,481 crores for FY 2015-16.

The performance and financial position of the subsidiary companies, associate companies and Joint arrangements are included in the consolidated financial statement of the Company.

The Company''s consolidated net worth increased to Rs,22,402 crores as on March 31, 2017 as compared to Rs,18,771 crores as on March 31, 2016. The Company''s gearing [Net Debt to Equity) at the end of the year stood at 1.85x [as against 2.18x as on March 31, 2016) and Net Debt to EBITDA stood at 3.41x [as against 6.39x as on March 31, 2016).

In terms of Section 134[3)[l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

4. DIVIDEND

The Board of Directors of the Company had approved the Dividend Distribution Policy on January 31, 2017 in accordance with regulation 43A of the SEBI [Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Company''s website www.jsw.in/investors/investor-relations-steel.

In line with the said policy the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs,1 per share on the 10% Cumulative Redeemable Preference Shares of Rs,10 each of the Company, for the year ended March 31, 2017. Considering the Company''s performance and financial position for the year under review, the Board has also recommended a dividend of Rs,2.25 [225%) per fully paid- up Equity Share of Rs,1 each of the Company, for the year ended March 31, 2017, subject to the approval of the Members at the ensuing Annual General Meeting. The dividend payout ratio is 19.8% based on the consolidated profit of the Company for the FY 2016-17.

Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs,654.6 crores, vis- a-vis Rs,218.2 crores paid for FY 2015-16.

5. PROSPECTS

A report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report

6. PROJECTS AND EXPANSION PLANS Vijayanagar

I. Projects commissioned during FY 2016-17

- A new Pouring Station for feeding Hot metal at north end of SMS-2, along with pre-treatment facility and additional Slab Caster no 5 to enhance shop productivity and casting capacity.

- Slitting Line-1 [5000 T/Month), part of ACL Service Centre.

- Movable KR station at SMS-2 prior to north entry, for pre-treatment of Hot metal as required for producing special steel grades

- Providing Co-Injection at HMPT & HMDS at SMS-1 for pre-treatment of Hot metal to increase productivity [46 heats to 70 heats) and reduce operating costs.

II. Projects under Implementation

- Pipe conveyor system with 3,500 tons per hour haulage capacity, for transporting Iron ore from the yard near the mines to the Vijayanagar plant is being set up with a capacity of 20 MTPA. This will be an environment friendly solution and reduce transportation costs of iron ore to the plant.

- New Water Reservoir with a storage capacity of 32-33 million m3, to augment the storage capacity of water. This investment is strategic in nature for un-interrupted operations of the plant.

- Coke drying unit for Blast Furnace 1 to utilize the waste heat of Sinter Plant 1 to reduce moisture in coke.

- Up-gradation of HSM-1, to enhance capacity to 3.7 from 3.2 mtpa by upgrading reheating furnace, new coil box and new crop shear.

- New De-dusting systems at various areas of shops to control the level of emissions.

- Maximized Emission Reduction Of Sintering [MEROS) and Selective Waste Gas Recover [SWGR) at SP-1, to meet emission norms of less than 10 mg/Nm3, Bag filter installation is required with provision for DeSOX after process ESP.

- Tailing Beneficiation Project to facilitate recovery of useful iron ore from Medium grade tailing rejects..

- Debottlenecking of BP-2, to handle feed rate of 50,000 tpd of low grade Iron Ore

- Edge and BAR heater at HSM-2, to enhance quality of Auto grade steels,

- Pouring Station of capacity 10,000 T/day at SMS-1, to enhance SMS 1 productivity.

- Movable KR station at SMS-1, for pretreatment of Hot metal as required for special steel grades and silicon steel

Key New Projects

- Augmenting Crude Steel capacity at Dolvi works to 10 MTPA:

The steelmaking capacity at Dolvi Works will be increased from existing

5 MTPA to 10 MTPA. The major facilities included in the project are a 4.5 MTPA Blast furnace with 5 MTPA Steel Melt Shop, 5 MTPA Hot Strip Mill, 5.75 MTPA Sinter plant, 4 MTPA Pellet plant, and 4 Kilns of 600 TPD LCPs. The Company has already acquired the land and necessary statutory approvals are in place. The estimated project cost is ''15,000 crores and the project is expected to be completed by March 2020.

- Revamp and capacity Up-gradation of BF-3 at Vijayanagar Works from 3.0 MTPA to 4.5 MTPA:

BF-3 at Vijayanagar works is to be revamped and upgraded from 3 MTPA to 4.5 MTPA, along with the associated auxiliary units. Post completion of this project, the existing high cost operations at BF-2 will be shut down, so that overall Vijayanagar works capacity remains at 12 MTPA. This will help to lower the operating costs. The estimated project cost is Rs,1,000 crores and the project is expected to be commissioned in a period of 20 months.

- Capacity expansion of CRM-1 complex at Vijayanagar Works as well as modernization-cum-capacity enhancement at downstream facilities of JSW Steel Coated Products Limited: The Company continues to remain focused towards enriching the product mix, and, looking at the growing demand for construction as well as appliance grade products, the following projects are being undertaken:

- Increase capacity of CRM-1 complex at Vijayanagar from 0.85 MTPA to 1.80 MTPA along with two Continuous Galvanizing Line of 0.45 MTPA each, a new 1.2 MTPA Continuous Pickling Line for HRPO products, and a new 0.80 MTPA HR Skin Pass Mill for HR Black & HRSPO products. The estimated project cost is Rs,2,000 crores and the project is expected to be completed by September 2019.

- Modernization and capacity enhancement of Vasind and Tarapur downstream facilities. The modernization cum capacity enhancement project includes:

i) Increase in net cold rolling capacity by 0.96 MTPA by replacing existing 6 CR mills with 2 Batch Tandem CR mills one each at Vasind and Tarapur,

ii) Increase in GI/GL capacity by 0.63 MTPA, and

iii) Increase in colour coating capacity by 0.08 MTPA. The project cost is estimated at Rs,1,200 crores and the project is expected to be completed by April 2019

7. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company had 42 direct and indirect subsidiaries, 11 Joint Ventures as on March 31, 2017. During the year under review, 3 subsidiary companies were acquired/formed. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, the following companies ceased to be subsidiary of the Company:

i) JSW Steel East Africa Limited

ii) JSW Steel Service Centre (UK) Limited

iii) JSW Steel Holdings [USA) Inc.

iv) Periama Holdings LLC, West Virginia

v) Barbil Beneficiations Company Limited

vi) Barbil Iron ore Company Limited

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries [which include associate companies and joint ventures) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

The details of major subsidiaries, JV and associate companies are given below:

A. INDIAN SUBSIDIARIES

1. JSW STEEL COATED PRODUCTS LIMITED (JSW STEEL COATED)

JSW Steel Coated Products Limited is the Company''s wholly-owned subsidiary. It has three manufacturing facilities in the State of Maharashtra at Vasind, Tarapur and Kalmeshwar. It is engaged in the manufacture of value added flat steel products comprising of Galvanized and Galvalume Coils/ Sheets and Colour Coated Coils/ Sheets. This company caters to both domestic and international markets.

JSW Steel Coated reported a production (Galvanising / Galvalume products) growth of 16% YoY at 1.72 Million tonnes. The sales volume grew by 12% YoY to 1.71 Million tonnes during FY 2016-17. Exports sales increased by 0.13 Million tonnes over the previous year, witnessing a 22% growth.

The revenue from operations for the year under review was Rs,9,753 crores. The operating EBITDA during FY 201617 was Rs,630 crores as compared to the EBITDA of Rs,348 crores in FY 201516. The operating EBIDTA margin improved to 7% from 5% in FY 2015 16. The net profit after tax stood at Rs,277crores, compared to net profit after tax of Rs,75 crores in FY 2015-16.

KEY NEW PROJECTS Tin Plate Mill:

JSW Steel Coated Products Limited is setting up a Tin Plate Mill and related facilities at its Tarapur work to cater to the increasing demand for the tin plate. The estimated project cost is Rs,650 crores and is expected to be commissioned in FY 2018-19.

Modernization and capacity enhancement of manufacturing facilities: Additions / modifications will be carried out at Vasind and Tarapur for net capacity enhancement of Cold Rolling 0.96 mtpa, GI/GL: 0.63 mtpa & Colour Coated 0.08 mtpa. The project mainly includes two units of

5 Stand Batch Tandem Cold Rolling Mill (BCTM) one each at Vasind and Tarapur by replacing existing 6 cold rolling mills, two new pickling lines one each at Vasind and Tarapur and one new GI/GL line at Vasind. The project cost is estimated at Rs,1,200 crs and expected to be commissioned by April 2019.

2. AMBA RIVER COKE LIMITED (ARCL)

Amba River Coke Limited [ARCL) is a wholly owned subsidiary of the Company. ARCL has set up a 1 MTPA Coke Oven Plant and a 4 MTPA pellet plant in June 2014 and September 2014, respectively. ARCL has produced 1.01 Million tonnes of coke and 3.97 Million tonnes of pellet during FY 2016-17, registering an increase of 58% and 6% as compared to FY 2015-16. The coke and pellets produced are mainly supplied to Dolvi unit of the Company. The profit after tax increased to Rs,159 crores in FY 2016-17 as compared to Rs,120 crores in FY 2015-16.

3. JSW STEEL (SALAV) LIMITED (JSW SALAV) JSW Steel Limited acquired 99.87% stake in JSW Steel [Salav) Limited (formerly known as Welspun Maxsteel Limited on October 31, 2014. JSW Salav has a DRI plant with a capacity of 0.9 MTPA, along with a captive jetty and railway sliding.

During the year 2016-17 the unit has produced 0.56 Mnt, an threefold increase as compared to FY 2015-16. The profit after tax for FY 2016-17 was Rs,32 crores, compared to loss after tax of Rs,176 crores in FY 2015-16.

4. JSW STEEL PROCESSING CENTRES LIMITED (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is the Company''s wholly owned subsidiary. JSWSPCL was set up as a steel service centre, comprising HR/ CR slitter and cut-to-length facility, with an annual slitting capacity of 6.5 lakh tonnes. The Company processed 5.41 lakh tonnes of steel during FY 2016- 17, compared to previous year''s 4.81. lakh tonnes. JSWSPCL registered the profit after tax for FY 2016-17 of Rs,21 crores, compared to Rs,14 crores in FY 2015-16.

5. PEDDAR REALTY PRIVATE LIMITED (PRPL)

Peddar Realty Private Limited [PRPL) is the Company''s wholly-owned subsidiary. Profit after tax for FY 201617 was Rs,3 crores, compared to Rs,2 crores in FY 2015-16.

6. JSW BENGAL STEEL LIMITED (JSW BENGAL), ITS SUBSIDIARIES | BARBIL BENEFICIATION : COMPANY LIMITED, BARBIL IRON ORE COMPANY LIMITED, JSW I NATURAL RESOURCES INDIA LIMITED, JSW ENERGY (BENGAL) LIMITED (JSWEBL) AND JSW NATURAL RESOURCES (BENGAL) LIMITED (JSWNRBL)

As a part of the Company''s overall growth strategy, JSW Bengal Steel''s Salboni project was planned to set up 10 MTPA capacity Steel plant in phases. All enabling work to take up implementation of the project is in place.

However, due to uncertainties in the availability of key raw materials like iron ore and coal, post cancellation of allotted coal blocks, the implementation of the project is currently put on hold. In the meantime, efforts are being made to secure long term linkages of raw materials. In the light of the new policy on the allocation of coal blocks and coal linkages from Coal India Ltd., and auction of the Iron ore mines under the Mines and Minerals Development and Regulation (MMDR) Act, the Company is hopeful of establishing raw material linkages.

During the year, as a part of consolidation process, Barbil Beneficiation Company Limited and Barbil Iron Ore Company Limited were liquidated during the year.

7. JSW JHARKHAND STEEL LIMITED

JSW Jharkhand Steel Limited was incorporated for setting up a 10 million tonnes [in phases) steel plant in Jharkhand. It is pursuing for various approvals and clearances for setting up the project.

8. JSW INDUSTRIAL GASES PRIVATE LIMITED (FORMERLY KNOWN AS JSW PRAXAIR OXYGEN PRIVATE LIMITED)

In August, 2016, the Company acquired the entire shareholding of 74% of Praxair India Private Limited in JSW Praxair Oxygen Private Limited [JPOPL) for a cash consideration of Rs,240 crores pursuant to an approval by its Board of Directors. As a result, JPOPL has now become a wholly owned subsidiary of the Company. The name of the entity has been changed to JSW Industrial Gases Private Limited [JIGPL) with effect from 30^th September 2016. The company sources Oxygen, Nitrogen and Argon gases from JIGPL for its Vijayanagar Plant. The profit after tax was Rs,21 crores in FY 2016-17 as compared to profit after tax of Rs,26 crores in FY 2015-16.

9. DOLVI MINERAL & METALS PRIVATE LIMITED (DMMPL) AND ITS SUBSIDIARY DOLVI COKE PROJECTS LIMITED (DCPL)

The Company holds 39.996% stake in Dolvi Minerals & Metals Private Limited (DMMPL) and Dolvi Coke Projects Limited [DCPL) is a wholly owned subsidiary of DMMPL.

The Company setting up a 1.5 million tonnes per annum Coke Oven Plant [Phase-1) at Dolvi through its wholly owned subsidiary Dolvi Coke Projects Limited [DCPL). The total cost for this project will be about Rs,2,000 crore and is expected to be commissioned in during FY 2017-18.

Although the Company owns only 40% ownership interest, under Ind AS, the Company has concluded that the Company has practical ability to direct the relevant activities of DMMPL unilaterally and treated both these Companies as its subsidiary and accordingly consolidated DMMPL

and DCPL in its consolidated financial statements.

10. JSW REALTY & INFRASTRUCTURE PRIVATE LIMITED (JSWRIPL)

JSWRIPL primarily provides housing facilities to the employees of JSW Steel Limited and its business associates at Vijayanagar plant of JSW Steel. JSW Steel holds 10% Preference Shares of Rs,199.15 crores in JSWRIPL as on 31^st March 2017.

Though the Company does not hold any ownership interest in JSWRIPL, the Company has concluded that the Company has practical ability to direct the relevant activities of JSWRIPL under Ind AS and treated the same as subsidiary and accordingly consolidated JSWRIPL as part of its consolidated financial statements.

B. OVERSEAS SUBSIDIARIES

As part of the Company''s overall efforts to restructure and consolidate its overseas operations and holding structure, in line with the current market dynamics, the Company has implemented a reorganisation entailing (i)capital reduction at Netherlands Company level; (ii) Transfer of assets and liabilities to another wholly owned subsidiary company, Periama Holding LLC in US; and [iii) liquidation of JSW Steel Holding [USA) Inc. [US Hold Co)

Consequent to the provision for impairment made in the books of accounts in the earlier years, the Company has taken steps to write off the loans given and investments made by the Company to US Hold Co with the ultimate objective to liquidate it and write-off the Company''s investments in equity and preference capital of JSW Steel [Netherlands) B.V.

As a result of this restructuring, the Company has written off of Rs,5,243 crores against the impairment provision / loss allowance recognized earlier and accordingly has no impact on the Statement of Profit and Loss of the current year. The company continues to own 100% interest in the said USA and Netherland entities post the above restructuring.

1. JSW STEEL (NETHERLANDS) B.V. (JSW NETHERLANDS)

JSW Steel [Netherlands) B.V. is a holding company for subsidiaries based in the US, the UK, Chile and East Africa. It also has 49% equity holding of Georgia- based Geo Steel LLC, incorporated under the laws of Georgia.

[a) PERIAMA HOLDINGS LLC AND ITS SUBSIDIARIES VIZ. JSW STEEL (USA) INC - PLATE AND PIPE MILL OPERATION AND ITS SUBSIDIARIES - WEST VIRGINIA, USA- BASED COAL MINING OPERATION PLATE AND PIPE MILL OPERATION

During FY 2016-17, the US plate and pipe mill''s performance continued to be impacted due to lack of orders for pipes from oil & gas sector. This unit produced 0.18 million net tonnes of plates and 0.04 million net tonnes of pipes with capacity utilization of 18% and 7%, respectively.

Net loss after tax for FY 2016-17 was Rs,364 crores, compared to Rs,1,271 crores in FY 2015-16.

Coal mining operation

Periama Holdings LLC has 100% equity interest in coal mining concessions in West Virginia, USA. along with permits for coal mining; Periama also owns, a 500 tph coal handling and preparation plant.

During the year, the operation was minimal due to subdued market conditions.

Loss after tax of coal mining operations for FY 2016-17 was Rs,49 crores, compared to Rs,175 crores in FY 2015-16.

(b) JPHCAND CHILEAN SUBSIDIARIES, NAMELY INVERSIONES EUROSH LIMITADA (IEL), SANTA FE MINING (SFM) AND SANTA FE PUERTO S.A (SFP)

Santa Fe Mining ("SFM"), in Chile is developing iron ore deposits in the Atacama region of Chile. The Company holds a 70.0 per cent. equity interest in SFM.

SFM has developed the Bella Vista iron ore deposit, located 20 km from Copiapo, Chile. In 2010, SFM installed a 1 mtpa dry beneficiation plant and proposes to install a new wet beneficiation plant with a capacity of 1.28 mtpa.

These mines are currently under care and maintenance shut down since May 2015 and the commencement of operations might be further delayed based on prevailing market conditions.

Loss after tax for FY 2016-17 was Rs,77 crores, compared to Rs,512 crores in FY 2015-16.

(c) JSW STEEL UK LIMITED AND ITS SUBSIDIARY, JSW STEEL SERVICE CENTRE (UK) LIMITED AND ACCIATALIAS.P.A.

As a part of the consolidation process, JSW Steel Service Centre (UK) Limited was dissolved on 18^th October 2016.

During the year, Company has acquired 35% stake in Accitalia S.p.A.

The loss after tax was Rs,14 crores for FY 2016-17.

(d) JSW STEEL EAST AFRICA LIMITED

As a part of consolidation process, JSW Steel East Africa Limited was dissolved on April 8, 2016.

2. JSW NATURAL RESOURCES LIMITED (JSWNRL) AND ITS SUBSIDIARIES JSW NATURAL RESOURCES MOZAMBIQUE LDA (JSWNRML)AND JSW ADMS CARVAO LDA

JSW Natural Resources Limited formed a wholly- owned subsidiary -JSW Natural Resources Mozambique Lda in Mozambique. This initiative was taken to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese. JSW Natural Resources Mozambique Lda completed the exploration activities in Mutara District of Tete Province and is in the process of obtaining the necessary approvals for lease of certain mining assets.

JSW ADMS Carvao Lda, a subsidiary of JSW Natural Resources Mozambique Lda, has a coal mining licence in Zumbo District of Tete province. The Company has completed exploration activities and is in the process of making various applications for obtaining the necessary approvals for mining operations.

3. NIPPON ISPAT SINGAPORE (PTE) LIMITED, EREBUS LIMITED, ARIMA HOLDINGS LIMITED, LAKELAND SECURITIES LIMITED.

There were no significant operations during the financial year.

4. JSW STEEL ITALY S.R.L.

During the year the company has formed a new subsidiary, JSW Steel Italy S.r.l. in Italy through its wholly owned subsidiary JSW Steel Netherlands B.V. The company has been formed mainly for trading in steel and steel related products primarily to cater the European market.

The loss after tax was Rs,0.28 crores for FY 2016-17.

C. JOINT VENTURE COMPANIES

1. GEO STEEL LLC

Georgia-based JV, Geo Steel LLC, in which the Company holds 49% equity through JSW Steel [Netherlands) B.V., has set up a steel rolling mill in Georgia, with 175,000 tonnes production capacity. Geo Steel produced 1.17 lakh tonnes of rebars and1.16 lakh tonnes of billets, during FY 2016-17. Profit after tax for FY 2016-17 was Rs,41 crores, compared to Rs,7 crores in FY 2015-16.

2. ROHNE COAL COMPANY PRIVATE LIMITED

Rohne Coal Company Pvt. Ltd. is a JV for developing Rohne coal block. While Rohne coal block was under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to State and private sectors during the financial year 2014-15. Consequently, the allocation of Rohne coal block to Rohne Coal Company Private Limited stood cancelled.

3. MJSJ COAL LIMITED (MJSJ)

The Company, along with other partners agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha. This was in accordance with the JV Agreement to develop Utkal-A and Gopal Prasad [West) thermal coal block in Odisha.

The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors in during the financial year 2014-15. Consequently, the allocation of coal block to MJSJ stood cancelled.

The Ministry of Coal, Government of India, has not yet commenced the auction of these Coal blocks.

4. GOURANGDIH COAL LIMITED

Gourangdih Coal Ltd. [GCL) is a 50:50 JV between JSW Steel Limited and Himachal EMTA Power Corporation Ltd. (HEPL). It was incorporated to develop and mine coal from West Bengal''s Gourangdih, ABC thermal coal block. The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors during the financial year 2014-15. Consequently, the allocation of the coal block to GCL stood cancelled. Gourangdih Coal block has been re-allocated to West Bengal Mineral Development & trading corporation by Ministry of Coal vide its notice dated 16^th March, 2016.

5. TOSHIBA JSW POWER SYSTEMS PRIVATE LIMITED (FORMERLY KNOWN AS TOSHIBA JSW TURBINE AND GENERATOR PRIVATE LIMITED)

Toshiba JSW Power Systems Private Limited is a JV company with a 75% shareholding by Toshiba Corporation Limited, Japan, 22.52% by JSW Energy Limited and 2.48% by JSW Steel Limited. This Company is into designing, manufacturing, marketing and maintaining of mid to large-size supercritical steam turbines and generators of size 500 MW to 1,000 MW.

6. VIJAYANAGAR MINERALS PRIVATE LIMITED (VMPL)

According to the Hon''ble Supreme Court''s order to stop all mining operations in Bellary district in Karnataka, activities from Thimmappanagudi Iron Ore Mines [TIOM), operated by VMPL were halted since July 2011.

As per the Apex Court direction, the mines are being operated by Mysore Minerals Limited directly.

7. JSW SEVERFIELD STRUCTURES LIMITED AND ITS SUBSIDIARY JSW STRUCTURAL METAL DECKING LIMITED

JSW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate and erect structural steel work and ancillaries for construction projects.

These projects have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 36,014 tonnes during FY 2016-17. Its order book stood at Rs,329 crores [30,930 tonnes), as on March 31, 2017. The Profit after tax for FY 2016-17 was Rs,1 crores, compared to Loss after tax of Rs,9 crores in FY 2015 16.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in the business of designing, roll forming of structural metal decking and accessories like edge trims and shear studs. The plant''s total capacity is 10,000 TPA. The profit after tax for FY 2016-17 was Rs,2 crores, compared to Rs,2 crores in FY 2015-16.

8. JSW MI STEEL SERVICE CENTRE PRIVATE LIMITED (MISI JV)

JSW Steel and Marubeni-Itochu Steel signed a JV agreement on September 23, 2011, to set up steel service centres in India.

The JV Company had started the commercial operation of its steel service centre in western India [near Pune), with 0.18 MTPA initial installed capacity in March 2015. MISI JV has also started the project work for its steel service centre in Palval, Haryana, with 0.18 MTPA initial capacity. This facility is expected to be commissioned by end of FY 2017-18. The service centre is equipped to process flat steel products, such as hot rolled, cold rolled and coated products. Such products offer just-in-time solutions to automotive, white goods, construction and other value-added segments.

MISI JV incurred a profit after tax of Rs,0.2 crores during FY 2016-17 in view of lower capacity utilizations, compared to loss after tax of Rs,5 crores in FY 2015- 16.

9. JSW VALLABH TINPLATE PRIVATE LIMITED (JSWVTPL)

JSW Steel holds 50% stake in JSWVTPL which is into tinplate business and has a capacity of 1.0 lakh tonnes. JSWVTPL produced 0.78 Lakh tonnes during FY 2016-17. Net loss after ta x for FY 2016-17 wa s Rs,4 crores, compared to profit after tax of Rs,7 crores in FY 2015-16.

D. COAL BLOCK

The Company had entered into three separate JV agreements for the development of Rohne Coal Block, Gopal Prasad [West) and Utkal (A) Coal Block and Gourangdih Coal Block. While the coal blocks were under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors. Consequently, the allocation of coal blocks to these three JVs stood cancelled. Subsequently, the Government of India, promulgated the Coal Mines [Special Provision) Act 2015. As per the provisions of the Act, the investment made in the block by the prior allottee, to the extent permitted under the said provisions will be reimbursed by the successful bidder of the coal block. The Company has made an assessment of recoverable amounts of investments and other assets, impacted by the said order. It has also recognized a provision of Rs,29.54 crores as on March 31, 2017, [Rs,25.39 crores as on March 31, 2016) considering the principle of conservatism.

8. ACQUISITIONS DURING THE YEAR

Acquisition of JSW Praxair Oxygen Private Limited [JPOPL)

In August, 2016, JSW Steel acquired the entire shareholding of 74% of Praxair India Private Limited in JSW Praxair Oxygen Private Limited [JPOPL) for a cash consideration of Rs,240 crores pursuant to an approval by its Board of Directors. As a result, JPOPL has now become a wholly owned subsidiary of the Company. The name of the entity has been changed to JSW Industrial Gases Private Limited [JIGPL) with effect from 30^th September 2016. The company sources Oxygen, Nitrogen and Argon gases from JIGPL for its Vijayanagar Plant.

C - Category mines in Karnataka

The Company continues to focus on backward integration by investing in its resource base to secure critical raw materials. The new MMDR Act passed in 2016, has called for a level playing field for industry players with a transparent allocation process of raw materials through competitive bidding. During the year , the Company has focused on this opportunity to enhance its raw material security and has won five mines in the auctions of C-category iron ore mines in Karnataka. These mines have estimated resource of about 111 million tonnes as per the tender document. The Company expects that of these five mines, two mines [with capacity of 0.71 mtpa) will be operational by first half of FY 2017-18 and the remaining three mines will be operational by end of FY 2017-18. All five iron ore mines are expected to produce approximately 4.7 mtpa iron ore per annum.

The Company is currently in the process of seeking all the statutory clearances for commencement of mining operations.

9. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN (JFE)

FY 2016-17 was the 7^th year of strategic collaboration between the Company and JFE Steel Corporation. During the year, the Company has been able to enhance its business share in the Automotive segment with considerable success.

The Strategic Technical collaboration with JFE Steel has added significant value to the Company, both in terms of products and services. With JFE''S technical help, the Company has been able to develop a wide range of Steels for Critical Auto End user applications such as Outer body panels , Bumper beams and other crash resistance parts with strength levels up to 980 mPA. This has enabled the Company to become a preferred steel supplier with all Auto majors in the country as they embark in their localization program for sourcing of steel.

The Electrical Steel products from JSW have seen a remarkable ramp up, both in production and sales in FY 2016-17. With the support of JFE''s technology and partnership, the Company has been able to make tremendous in-roads with a wide number of Customers on a pan India level. These initiatives have resulted in the Company becoming a leading source of Electrical Steel in India.

10. RISK MANAGEMENT

The Company''s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, to achieve its business objectives and enable sustainable growth. The risk frame work is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

Pursuant to the requirement of Regulation

21 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

11. INTERNAL CONTROLS, AUDIT & INTERNAL FINANCIAL CONTROLS

Overview

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.

Internal control

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral of JSW Steel''s corporate governance. Some significant features of internal control system are:

- Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the company.

- Deployment of an ERP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the company''s assets/ resources and protecting them from any loss.

- Ensuring the integrity of the accounting system; the proper and authorized recording and reporting of all transactions.

- Preparation and monitoring of annual budgets for all operating and service functions.

- Ensuring a reliability of all financial and operational information.

- Audit committee of Board of Directors, comprising of Independent Directors. The Audit committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with Accounting Standards etc.

- A comprehensive Information Security Policy and continuous updating of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

Internal audit

JSW Steel has an internal audit function that inculcates global best standards and practices of international majors into the Indian operations. The Company has a strong internal audit department reporting to Audit Committee comprising Independent / Nominee Directors who are experts in their field. The Company successfully integrated the COSO framework with its audit process to enhance the quality of its financial reporting, compatible with business ethics, effective controls and governance.

The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps within the system. The internal audit team has access to all information in the organization - this is largely facilitated by ERP implementation across the organization.

Audit plan and execution

Internal Audit department has prepared a risk-based Audit Plan. The frequency of audit is decided by risk ratings of areas / functions. The audit plan is carried out by the internal team. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the emerging industry trend and the aggressive growth of the company. In addition, the audit committed also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

Internal Financial Controls

As per Section 134[5)[e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented 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 antifraud 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 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.

12. CREDIT RATING

During the year, Fitch Ratings retained the Company''s Long Term Issuer Default Rating (IDR), senior unsecured rating and rating on the outstanding USD 500 million senior unsecured fixed rate notes due in 2019 and new USD 500 million senior unsecured fixed rate notes due in 2022 (together "Notes") to "BB" with negative outlook. Also Moody''s Investors Service maintained the Corporate Family Rating and rating on the Notes to Ba3 upgrading the outlook to stable from negative.

The domestic credit rating for long term debt/ facilities/NCD''s by CARE and ICRA were retained at "AA-", while the short term debt/ facilities continue to be rated at the highest level of "A1 " CARE has assigned a stable outlook on the long term rating while ICRA has assigned a negative outlook. India Ratings has assigned long term issuer rating and rating for the outstanding non-convertible debentures of the Company to "AA-" with negative outlook.

13. GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax [GST) is a very significant step in the field of indirect tax reforms in India. By amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market.

The transition to GST scenario is a major change process and the the Company has established a dedicated team to evalute the impact analysis and carry out changes to the business process & IT systems as per the GST framework.

14. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies [Reserve Bank) Directions, 1966 and Companies [Accounts) Rules, 2014.

15. SHARE CAPITAL Sub-Division of Equity Shares.

Pursuant to the approval of the members accorded by way of a Postal Ballot on 17.12.2016, the Equity Shares of the Company having a face value of Rs,10/- [Rupees Ten only) each were sub-divided into 10 [Ten) Equity Shares having a face value of Rs,1/- [Rupee One only) each. Accordingly, 24,17,22,044 equity shares of face value of Rs,10 each were subdivided into 241,72,20,440 equity shares of face value of Rs,1 each.

Change in Authorized Share Capital.

During the financial year 2016-17, the Company, pursuant to the approval accorded by the Members of the Company by way of a Postal Ballot on 17^th December 2016, has also amended its authorized share capital from Rs,90,15,00,00,000 [Rupees Nine Thousand Fifteen Crores only) consisting of 6,01,50,00,000 [Six Hundred One Crore and Fifty Lakhs only) equity shares of Rs,10/- [Rupees Ten Only) each and 300,00,00,000 [Three Hundred Crores) preference shares of Rs,10/-[Rupees Ten only) each to Rs,90,15,00,00,000 [Rupees Nine Thousand Fifteen crores only) consisting of 60,15,00,00,000 [Six Thousand Fifteen crores only) equity shares of Rs,1/-[Rupee One Only) each and 300,00,00,000 [Three Hundred crores) preference shares of Rs,10/- [Rupees Ten only) each.

The Company''s paid up equity share capital remained at Rs,241,72,20,440 comprising of 241,72,20,440 equity shares of Rs,1 each. The aggregate preference share capital remained at Rs,76,44,49,511 comprising of 27,90,34,907, 10% cumulative redeemable preference shares of Rs,10 each fully paid up and 48,54,14,604 0.01% cumulative redeemable preference shares of Rs,10 each fully paid up.

16. FOREIGN CURRENCY BONDS (FCBS)

During the financial year 2014-15, the Company had allotted 2,500, 4.75% Fixed Rate Senior Unsecured Notes of US$ 2,00,000 each of the Company due 2019 [the "Notes") aggregating to US$ 500 million to eligible investors. These Bonds issued by the Company in the International Market are listed on the Singapore Exchange Securities Trading Limited [the "SGX-ST").

In April 2017, the Company allotted 2,500, 5.25% Fixed Rate Senior Unsecured Notes of US$ 2,00,000 each of the Company due 2022 [the "Notes") aggregating to US$ 500 million to eligible investors. These Bonds issued by the Company in the International Market are also listed on the Singapore Exchange Securities Trading Limited [the "SGX-ST").

17. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices, the Auditor Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

18. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

19. BUSINESS RESPONSIBILITY/ SUSTAINABILITY REPORTING

JSW Steel Ltd. is deeply committed to growing the business responsibly with a long-term perspective, as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business, as notified by the Ministry of Corporate Affairs, Government of India, in July 2011. It has also been voluntarily disclosing its sustainability performance anchored to the framework of the Global Reporting Initiative [GRI), and further embellished by third party assurance as per the International Standards for Assurance Engagements [ISAE 3000).

As per the directive from the Board Committee for Business Responsibility / Sustainability Reporting, the assurance provider was changed for FY 2016-17 in order to obtain observations on the performance from a different viewpoint. The Committee of the Board consisting of three Independent Directors (including a woman Director) and three Executive Directors [as on March 31, 2016) review the Company''s performance in terms of Business Responsibility / Sustainability Reporting on a bi-annual basis. The Group Chief Sustainability Officer is responsible for planning and implementing the sustainability initiatives as well as for the stakeholder grievance redressal mechanism.

The Company has observed an increasing trend of interest by investors and rating agencies in the non-financial performance and disclosures by the company. Your Company was invited to participate in the DJSI-Robeco SAM''s 2016 Corporate Sustainability Assessment [CSA). The Company features in the Vigeo Eiris Emerging 70 group. Also, as in the past years, the Company continued to respond to the carbon disclosure project [CDP) on the climate change aspects of its business.

The Business Responsibility Report [BRR) of the Company is as per the requirements of Regulation 34 (f) of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements) Regulations,

2015. This BRR, as well as the Sustainability

Report, along with all the related policies can be viewed on the Company''s website [http://www. jsw.in/investors/investor-relations-steel).

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. Vinod Nowal [DIN 00046144), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Seturaman Mahalingam [DIN. 00121727) who was appointed as an Additional Director of the Company in the category of Independent Director by the Board of Directors with effect from July 27, 2016 in terms of Section 161 of the Companies Act, 2013 and in terms of Article 123 of your Company''s Articles of Association, holds office until the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Seturaman Mahalingam, for appointment as a Director of your Company. Brief profile of Mr. Seturaman Mahalingam is given in the notice convening the 23^rd AGM, for the reference of the shareholders.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 17, 2017 has subject to the approval of the members at the forthcoming 23^rd Annual General Meeting of the Company scheduled on 29^th June 2017, approved:

a) the re-appointment of Mr. Sajjan Jindal [DIN 00017762) as Managing Director of the Company for a further period of five years, with effect from 07.07.2017;

b) the re-appointment of Mr. Seshagiri Rao M.V.S. [DIN 00029136), as a Whole-time Director of the Company, designated as ''Jt. Managing Director & Group CFO'', for a period of three years with effect from April 6, 2017; and

c) the re-appointment of Dr. Vinod Nowal [DIN 00046144), as a Whole-time Director of the Company, designated as ''Dy. Managing Director'' for a period of five years with effect from April 30, 2017.

The proposals regarding the appointment/ re-appointment of the aforesaid Directors are placed for your approval.

Other changes in the Board of Directors of your Company, during the year under review, are as follows:

Karnataka State Industrial Infrastructure and Development Corporation Limited [KSIIDC) had nominated, Mr. Pankaj Kumar Pandey, IAS [DIN 03376149] as its nominee on your Company''s Board in place of Mr. Naveen Raj Singh, IAS, [DIN 06854287] with effect from August 17, 2016. However it withdrew the nomination of Mr. Pankaj Kumar Pandey, IAS before consideration of his appointment by the Board and once again nominated, Mr. Naveen Raj Singh, IAS, as its nominee on your Company''s Board with effect from September 20, 2016. KSIIDC again withdrew the nomination of Mr. Naveen Raj Singh, IAS and nominated Mrs. P. Hemalatha, IAS, [DIN 06537451] as its nominee on the Board of your Company w.e.f April 20, 2017.

JFE Steel Corporation nominated Mr. Hiromu Oka [DIN 6577751) as its nominee on the Board of the Company in place of Mr. Kyoichi Kameyama [DIN 07174392], with effect from October 27, 2016. JFE Steel Corporation, further withdrew the nomination of Mr. Hiromu Oka as its Nominee on the Board w.e.f 17.05.2017 and nominated Mr. Hiroyuki Ogawa [Din No. 07803839], as its Nominee Director w.e.f 17.05.2017.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Kyoichi Kameyama ,Mr. Hiromu Oka and Mr. Naveen Raj Singh IAS, during their tenure as Directors of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As at 31.03.2017, the Board of Directors comprises of 12 Directors, of which are non- executive, including one woman director. The number of Independent Directors is 6, which is one half of the total number of Directors.

The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Company''s policy on appointment/re- appointment of Independent Directors. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the independent directors, under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI [Listing Obligations and Disclosure Requirement) Regulations, 2015.

21. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

22. AUDITORS AND AUDITOR''S REPORT STATUTORY AUDITORS

As per the provisions of the Companies Act, 2013 read with the Companies [Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, having held office as Auditor for a period of 8 years prior to the Commencement of the Companies Act, 2013, were eligible to be appointed as Auditors for a period of three more years and were accordingly appointed by the Members in the 20^th Annual General Meeting of the Company held on 31.07.2014 for a period of three more years, that is, until the conclusion of the 23^rd Annual General Meeting of the Company. Accordingly the Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting of the Company.

After evaluation of the Country''s leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s S R B C & Co. LLP [324982E/E300003), Chartered Accountants, as the Statutory Auditor of the Company for a term of 5 years [subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 23^rd Annual General Meeting until the conclusion of the 28^th Annual General Meeting of the Company. S R B C & Co. LLP is a part of the S.R.Batliboi & Affiliates network of audit firms established in 1914 and registered with the Institute of Chartered Accountants of India. All the constituent firms of S.R. Batliboi are member firms in India of Ernst & Young Global Limited [E&Y).

M/s. S R B C & Co. LLP, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141[3)[g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 23^rd Annual General Meeting until the conclusion of the 28^th Annual General Meeting of the Company, is placed for your approval.

EXPLANATION TO AUDITOR''S COMMENT

Statutory Auditors have in their report drawn attention to (i) note 10 and note 48 to the Abridged Standalone Financial Statements and the Standalone Financial Statements respectively, regarding the factors considered in the Company''s assessment that the carrying amounts of the investments aggregating to Rs,956.66 crore in and the loans and advances aggregating to Rs,3,140.31 crore to certain subsidiaries and a joint venture are recoverable and that no loss allowance is required against the financial guarantees of Rs,3,375.65 crore; and corresponding (ii) note 10 and note 44 to the Abridged Consolidated Financial Statements and the Consolidated Financial Statements respectively, regarding the factors considered in the Company''s assessment that carrying amounts of the assets aggregating to Rs,6,146.14 crore relating to certain businesses of the Group are recoverable.

In the opinion of the Board, the recoverable amount of the aforesaid assets, derived considering various factorsviz. estimates of cash flows, future price forecast of iron ore and coal, mineable resources, significant improvement in capacity utilization, operating margins, order book, market prices of inventories, discount rate, is higher than the carrying amount of these assets and accordingly no provision / loss allowance is required in respect of these assets in the consolidated financial statements and corresponding investments, loans and financial guarantees in the Standalone Financial Statements.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies [Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board at its meeting held on May 17, 2017, has on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2017-18 on a remuneration of Rs,15 lacs plus taxes as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies [Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31 March, 2016 was 30 September, 2016 and the Cost Audit Report was filed in XBRL mode on 23^rd August, 2016.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "C" The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board at its meeting held on May 17, 2017, has re-appointed M/s. Srinivasan & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2017-18.

23. RELATED PARTY TRANSACTIONS

All Related Party Transactions [RPT) that were entered into during the financial year were on arm''s length basis and in the ordinary course of business.

Being considered material in terms of the Securities and Exchange Board of India [ Listing Obligations and Disclosure Requirements) regulations 2015, approval of the shareholders was obtained by way of a Postal ballot on 17^th December 2016 for related party transactions with JSW International Tradecorp Pte Limited for an aggregate value of USD 7,480 million over a period of 36 months starting from 1^st April 2016 for procuring iron ore, coking coal, coke and other raw materials.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http:// www.jsw. in/investors/steel/related-party-policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements) Regulations, 2015.

The disclosure of material Related Party Transactions is required to be made under Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. Accordingly, Related Party Transactions, that, individually or taken together with previous transactions during a financial year, that exceed ten percent of the annual consolidated turnover as per the last audited financial statements, which were entered into during the year by your Company, is given in ''Annexure E'' to this report.

Your Directors draw your attention to the related party disclosures mentioned in the Abridged Standalone Financial Statements and the Standalone Financial Statements.

24. EMPLOYEE STOCK OPTION PLAN (ESOP):

The Board of Directors of the Company at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan - 2016 ["ESOP Plan"), to be implemented through the JSW Steel Employees Welfare Trust ["Trust"), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of Shares from the Secondary market.

A total of 28,68,700 [Twenty-Eight Lakhs Sixty-Eight Thousand Seven Hundred) options would be available for grant to the eligible employees of the Company and its director(s) excluding independent directors and a total of 3,16,300 [Three Lakh Sixteen Thousand Three Hundred) options would be available for grant to the eligible employees of the Indian Subsidiaries of the Company and their director(s) excluding independent directors, under the ESOP Plan. Pursuant to the approval accorded by members of the Company for Sub-division of Equity Shares, the total number of options that can be granted under ESOP plan stands revised to 2,86,87,000 for grant to eligible employees of the Company and its directors(s) excluding Independent directors and 31,63,000 for grant to eligible employees of the Indian Subsidiaries of the Company.

74,36,850 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on 17^th May 2016 under the 1^st Grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole time Directors of the Company. The Grant of ESOPs to Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company have been granted 1,92,680, 1,79,830 and 1,79,830 options respectively towards the first grant under the ESOP Plan. As per the ESOP Plan 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

51,18,977 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on 16^th May 2017 under the 2^nd Grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole- time Directors of the Company. The Grant of ESOPs to Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company have been granted 1,27,968, 1,27,968 and 1,19,436 options respectively towards the second grant under the ESOP Plan. As per the ESOP Plan 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures relating to the earlier JSWSL Employees Stock Ownership Plan - 2012 as well as the current 2016 plan as stipulated under the ESOP Regulations pertaining to the year ended March 31, 2017 is hosted on the Company''s website at http:// www.jsw.in/investors/investor-relations-steel 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 ESOP Regulations.

The Certificate from the Statutory Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

JSW Steel believes in inclusive growth to facilitate creation of a value-based and empowered society through continuous and purposeful engagement with society around.

The Company is well on its course to execute programs under the theme ''Janam Se Janani Tak - JSW Aap Ke Saath''(JSJT), a long term commitment extending services to meet the pressing needs towards empowering women and children living in the Direct Influence Zone of JSW Steel''s plant locations and beyond. Through JSJT our efforts are directed towards enabling an ideal scenario where women and girls have access to quality education, healthcare and livelihood skills to build their own destinies while taking vital decisions in their families and society at large.

Guided by the belief that every life is important and must be given fair opportunities to make the best out of it, JSW Steel is working towards eradicating poverty & hunger, tackling malnutrition, promoting social development, addressing social inequalities by empowering the vulnerable section of society, addressing environmental issues, preserving national heritage and promoting sports training.

JSW Steel is committed to:

- Continue allocating at least 2 percent of Profit Before Tax [PBT) towards special corpus for Corporate Social Responsibility as per the categories of the Companies Act 2013

- Transparent and accountable system for social development and impact assessments through an external agency

- Concentrate on community needs and perceptions through social processes and related infrastructure development

- Provide special thrust towards empowerment of women through a process of social inclusion

- Promote arts, culture and sports; and conserve cultural heritage

- Spread the culture of volunteerism through the process of social engagement

STRATEGY

JSW Foundation administers the planning and implementation of all our CSR interventions. A separate corpus has been created and is administered by a committee appointed by the Board. All the CSR initiatives are approved by the committee and the same are reviewed periodically.

Taking a note of the importance of synergy and interdependence at various levels, JSW Steel has adopted a strategy that combines working with multi-stakeholders as well as directly, depending on the appropriateness and some of this are:

- Priority is given to the villages in the immediate vicinity of the plant locations defined as Direct Influence Zone [DIZ). The policy enables plants to define their own DIZ with the provision that this could be expanded as per the size of operations. However, certain programs might be expanded beyond this geographical purview and upscale. This context is defined as Indirect Influence Zone [IIZ).

- All the interventions shall be formulated based on need assessment using different quantitative and qualitative methods that lead to measurable impact.

- All these interventions shall be implemented either directly or in partnership with both Government and civil society organizations at various levels.

- All the interventions shall be adopted based on concurrent evaluation and knowledge management through process documentation and sharing.

- Social Mobilization, advocacy at various levels, and/or appropriate policy changes shall form part of the interventions in each sector.

Following are the Company''s thematic interventions as per Schedule VII of the Companies Act 2013:

- Improving living conditions (eradication of hunger, poverty, malnutrition etc.)

- Promoting social development (education, skill development, livelihood enhancements etc.)

- Addressing social inequalities [gender equality, women empowerment etc.)

- Ensuring environmental sustainability

- Promotion of Sports

- Swachha Bharat

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure D.

26. ENVIRONMENTAL INITIATIVES

JSW Steel is firmly committed to conservation of natural resources; reduction of emissions and discharges to the environment and preservation of biodiversity in all its operations. During the FY 2016-17, several initiatives were taken in this direction.

Our initiatives and achievements during 2016-17 include:

Conservation of natural resources:

- Reduction of Carbon dioxide emissions: The carbon intensity of our steel plant operations reduced by 4.9%, Some of the salient initiatives were the upgrade of Blast furnace-1 with the state of the art technological features like Top pressure Recovery Turbine [TRT) and waste heat recovery from stove in Blast furnace-1, which would aide in reduction of CO2 emissions Inter connection of steam networks at Vijaynagar Works to optimize steam distribution resulting in lower import of steam from captive power plants and reducing emissions In Dolvi operations, the TRT at blast furnace and variable frequency drive at Sinter Plant has reduced the CO2 emissions.

- Water conservation: Water security is essential for un-interrupted operations of the steel plant units. Our plants at Vijayanagar and Salem are located in water scarce areas, imposing a great responsibility on us. During the year, several measures were taken to conserve water by improving water use efficiency; recycling treated waste water; treated sewage and recovering high quality water through reverse osmosis plants. All these measures have resulted in reduction of specific water consumption for steel making. Further to ensure sustained availability of water for the steel plant operations, we have initiated the work for construction of a reservoir of 30 million m3 at Vijayanagar. The reservoir besides meeting the water requirements of the steel plant, will also help in improving the microclimate in the surrounding areas. Several rainwater harvesting structures are being constructed to capture rainwater covering a catchment area of 10592 Sq. meters and subsequent use in the steel plants.

- Recycle of solid wastes: A large volume of solid waste materials are generated as sludge and dust during the operation of air and water pollution control systems. During the year. Such wastes were recycled through sinter plants, which helped in reducing purchase of nearly 5% of iron ore . JSW Steel over the years has innovated several recycling technologies like Iron (Fe) recovery from iron ore tailings for use in pellet plant; Briquetting of mill scales for use in steel making; Fe beneficiation of low Fe wastes in "Waste to wealth" plant; and direct recycle through sinter making.

- Slag Sand: During the year , JSW Steel sold 1.86 lakh tons of slag sand for use as fine aggregates in construction replacing natural river sand, help in conserving the river beds. 35297 tons of Blast furnace flue dust were used in cement making .

- Steel Slag: The utilization of steel slag produced in steel making is very low in the country and remains a major concern area. This is due to lesser awareness of its superior properties as aggregates and its inclusion in applicable codes. JSW Steel has now developed an innovative technology by which the steel slag can be converted as a useful product as construction aggregate, especially in roads and pavements. The technology is being patented and is expected to increase steel slag utilization substantially in the future years.

Reduction of emissions & discharges:

- Air emissions: Owing to handling of large volume of solid materials, emissions of dust remains a major area of concern in all steel plants. During the year several measures were taken to reduce emissions by installing bag filters in high dust areas. These include installation of 12 bag filters at Vijayanagar and 5 nos at Dolvi; 5000 m2 of wind fence to control fugitive dust at Salem and Up gradation of Electrostatic Precipitator [ESP) in sinter plant and Gas cleaning plant of steel making at Dolvi; This has resulted in reduction of specific dust emissions by about 15%.

- Zero Liquid Discharge: All the units of JSW Steel have installed requisite facilities to use every drop of water. These include cascaded water use; recycling in less critical applications; use for greenery development etc. This has facilitated in ensuring zero liquid discharge from all the steel plants.

- Environmental Investments: During the year JSW Steel incurred a capital expenditure of Rs,291 Cr for reducing emissions and discharges to the environment .

Biodiversity:

- The steel plant at Vijayanagar is in an arid area, with poor rainfall and devoid of vegetation. With the continued efforts on tree plantation over the years by JSW Steel and surrounding community, the micro climate in the surrounding area has improved substantially facilitating improved bio diversity. A survey conducted during the year has shown that number of higher plant species has increased by 48.59% in last 20 years from 293 to 570.

- JSW Steel with the help of the Forest department has established an interpretation centre at Daroji Wildlife sanctuary located near the Vijayanagar steel plant. The interpretation centre is expected to bring in greater awareness on wildlife and help in their conservation.

- At our Dolvi works, a major initiative has been undertaken along with the forest department to develop mangroves. JSW Steel initiated mangroves restoration project in October 2016, which is a three year project that aims to benefit more than 7500 fisherman and farmers by restoration of mangroves by strengthening the embankment area of the project site, along 5000 hectares of land so that saline water dose not ingress into the farm lands. Mangrove ecosystems provide habitat and nurseries for fauna associated with mangroves, they sequester carbon, remove water pollutants and protect coastal areas and agricultural fields against cyclones, wave impacts, sea upsurges and coastal abrasion more than 1 Lakh mangrove saplings were developed & Plantations were done in the five locations within 20 km of plant site.

- With an effort to improve the greenery beyond the steel plant area, tree plantation has been carried out over an area of 450 acres belonging to the forest department at Vijayanagar.

27. AWARDS AND ACCOLADES

Over the years, JSW Steel has participated and won many awards & recognition. This include in areas like Business Excellence, Sustainability, Innovation etc. The awards won during FY 2016-17 include the following:

- Steelie Award 2016 in the Innovation category for development of advanced high strength automotive steels with speed and innovation at the 7^th Steelie Awards instituted by World Steel Association

- National Award for supply chain and Logistics Excellence : JSW Steel won the award by Confederation of Indian Industry (CII) under steel category in its 3^rd edition of the Supply Chain and Logistics Excellence [Scale) Awards.

- Accreditation with level 5 for Total Cost Management [TCM) : JSW Steel was accredited with Level 5 [ an exemplary rating - highest in the category) by TCM division of the CII for TCM Maturity Model Assessment.

- The National Energy Conservation Award

2016 by the "Bureau of Energy Efficiency"-a statutory body under the Ministry of Power: The Vijayanagar works won the 2^nd prize in the category of Integrated Steel Sector.

- Golden Peacock Innovative Product/ Service Award - 2016 awarded at the Institute of Directors 26^th World Congress on Leadership for business excellence & innovation.

- National Sustainability Award-2016: Second Prize amongst the Integrated Steel Plants Category by Indian Institute of Metals.

- Indian Institute of Mineral Engineers (IIME) Mineral/Coal Beneficiation Award Industrial Practice: Award for outstanding professional contribution to Mineral Engineering -2016.

Team achievements

International Convention on Quality Circle Circles

- Received the Gold Award [Moon Light team) from SMS1.

- Received the Silver Award [Pratham team) from Coke oven.

National Convention on Quality Circle (NCQC)

- Four teams from Coke Oven and one each from LCP and SMS were conferred with Par Excellence awards

- One team each from Blast Furnace - IV and RMHS were adjudged Excellence award Chapter Convention on Quality Circle (CCQC)

Of the twenty-four teams, twenty-one were conferred with Gold Awards, while three teams were rewarded with Silver Awards.

7.2 Dolvi

- Conferred with Genentech Environment Award - in Gold Category for 2015 and 2016

- Received the First appreciation Award in CII - QC Circle Maharashtra State Level

- Received the CCQC Mumbai Chapter Bronze Award in QC Circle and the CCQC Mumbai Chapter Gold Award in Kaizen Concept

- Received the NCQC 2016 Raipur Chapter Excellent Award in Kaizen Concept

- Participated in PM''s Trophy 2014-15 & 2015-16 Assessment

7.3 Salem

- Received the ''First prize in IIM Sustainability Award'' under the alloy steel category.

- Received the Gold Award in Six Sigma category at the International Convention on Quality Circle Chapter (ICQCC) held in Thailand.

- Won ''8 Par Excellence and 2 Excellence awards at the National Convention on Quality Concepts [NCQC)''.

- Won 12 Gold, 1 Silver Awards at State Level Convention on Quality Circle [CCQC).

CERTIFICATION

The certification audit was conducted for the IMS (Integrated Management System) which includes all the ISO-9001, ISO -14001 and BS-OHSAS-18001 for JSW works and the JSW Township.

Vijayanagar works has been conferred the prestigious Social Accountability (SA) 8000 Certification by Social Accountability International [SAI), USA. SA 8000 certification is a global verifiable standard for managing the work place in a most effective manner by improving the work place conditions.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 sub- section 3(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby state and confirm that:

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

(ii) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2017 and of the Company''s profit or loss for the year ended on that date.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual financial statements have been prepared on a going concern basis.

(v) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

[vi} Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements) Regulation, 2015.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors, all of whom are Independent Directors. Mr. K. Vijayaraghavan is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements) Regulations, 2015.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134[3)[a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT-9 is annexed (Annexure "B") hereto and forms a part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instance of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact the going concern status of the Company and its future operations.

PARTICULARS REGARDING

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134[3)[m) of the Companies Act, 2013, read with Rule 8 of the Companies [Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure "A") hereto and forms a part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Directors'' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure "F" to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, an abridged version of the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. For those persons who have registered their e-mail addresses with the Company, the full version of the Annual Report containing the aforesaid information is being sent to them electronically. Members and other entitled persons who have not registered their e-mail addresses with the Company may access the full version of the Annual Report up to the date of the ensuing Annual General Meeting on the website of the Company; or by physically inspecting the full version of the Annual Report at the Registered Office of the Company on all working days of the Company, between 10.00 a.m. and 1.00 p.m.; or by requesting a physical copy by writing to the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee [ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2016-17.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

30. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Kenya, Mauritius, Mozambique, Mali, the USA and the UK; the State Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Sajjan Jindal

Place: Mumbai Chairman

Date :17^th May 2017

---

Mar 31, 2016

The Directors take pleasure in presenting the Twenty Second Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2016.

1. FINANCIAL RESULTS

(Rs. in crores)

Standalone Consolidated Particulars FY 2015-16 FY 2014-15 FY 2015-16 FY 2014-15

Gross turnover 40,354.48 49,657.51 45,642.48 56,571.86

Less : Excise duty 4,152.04 4,305.99 4,425.18 4,521.29

Net turnover 36,202.44 45,351.52 41,217.30 52,050.57

Add : Other operating revenues 504.48 735.80 661.58 920.94

Revenue from operations 36,706.92 46,087.32 41,878.88 52,971.51

OPERATING EBIDTA 5,722.52 8,871.64 6,072.99 9,402.29

Add : Other income 310.19 466.77 168.21 111.44

Less : Finance costs 2,687.34 2,908.69 3,302.68 3,493.03

Less : Depreciation and amortization 2,551.45 2,784.50 3,187.92 3,434.49

Profit before exceptional items and tax 793.92 3,645.22 (249.40) 2,586.21

Less : Exceptional items 5,860.45 396.30 2,125.41 47.10

Profit /(Loss) before taxation (PBT) (5,066.53) 3,248.92 (2,374.81) 2,539.11

Less : Tax expense (1,568.25) 1,082.44 (1,524.05) 819.41

Profit after taxation, but before minority interests and share of (3,498.28) 2,166.48 (850.76) 1719.70 profits/(loss) of associates

Share of Profit / (losses) of minority - - (95.03) (74.77)

Share of (losses) / Profit from associates (Net) - - 13.78 2.10

Profit after taxation (PAT) (3,498.28) 2,166.48 (741.95) 1,796.57

Add : Profit brought forward from previous year 5,229.20 3,744.93 2,218.95 1,104.69

Amount available for appropriation 1,730.92 5,911.41 1,477.00 2,901.26

Depreciation on transition to Schedule II of the Companies Act, 2013 (109.98) (47.29) (118.71) (47.39)

Transfer to debenture redemption reserve (302.44) (64.32) (302.44) (64.32)

Dividend on preference shares (27.90) (27.90) (27.90) (27.90)

Proposed final dividend on equity shares (181.29) (265.89) (181.29) (265.89)

Corporate dividend tax (42.59) (59.81) (42.59) (59.81)

Transfer to general reserve - (217.00) - (217.00)

Closing Balance 1066.72 5,229.20 804.07 2,218.95

2. RESULTS OF OPERATIONS

The financial year FY 2015-16 was marked by structural excess steel capacity globally, falling demand and steep drop in prices. Indian steel industry, in-spite of growth in demand faced severe stress and fall in margins caused by surge in steel imports at predatory prices. In these challenging conditions, the Company''s Profitability was also impacted.

(A) STANDALONE RESULTS

The Company recorded Crude Steel production at 12.56 million tonnes, lower by 1% YoY while Saleable Steel sales volume stood at 12.13 million tonnes, up by 1%. The current year volumes were lower, as the second half of the year was marked by the shutdowns of three of its furnaces for relining/modification and capacity expansion at the Vijayanagar, Dolvi and Salem units of the Company. The Blast Furnaces at Vijayanagar and Salem works were re-commissioned in February 2016 and the Blast Furnace at Dolvi works was re-commissioned in March 2016. On completion of these projects, the installed capacity of the Company has increased by about 25% – from 14.3 million tonnes per annum to 18 million tonnes per annum.

The gross turnover and net turnover for the year under review stood at Rs. 40,354 crores and Rs. 36,202 crores, respectively – registering a decline of 19% and 20%.

The topline was impacted by lower steel prices due to lower commodity prices, accentuated by elevated level of imports at predatory prices. Consequently, the operating EBITDA at Rs. 5,723 crores, was lower by 35% mainly due to weaker price realisations. EBIDTA margin was at 15.60%. The net loss after tax was at Rs. 3,498 crores after considering exceptional item charge of Rs. 5,860 crores. The exceptional item includes provisioning for diminution in value of investments, other than temporary, in the value of certain investments, loans and advances and towards certain guarantees for borrowing by the subsidiaries. The Company''s net worth was Rs. 21,753 crores as on March 31, 2016 as compared to Rs. 25,725 crores as on March 31, 2015. The Company''s net debt gearing stood at 1.41x (compared to 1.02x as on March 31, 2015) and net debt to EBIDTA was at 5.35x (compared to 2.97x as on March 31, 2015).

(B) CONSOLIDATED RESULTS

The consolidated gross turnover and consolidated net turnover for the year under review was Rs. 45,642 crores and Rs. 41,217 crores, respectively, both showing a reduction of 19% and 21% respectively, primarily on account of lower steel prices. The consolidated Operating EBIDTA declined by 35% to Rs. 6,073 crores. The net loss after tax was at Rs. 742 crores, after considering exceptional item charge of Rs. 2,125 crores.

As a result, the consolidated net worth decreased to Rs. 21,651 crores as on March 31, 2016, from Rs. 23,152 crores as on March 31, 2015. The net debt gearing was at 1.78x (compared to 1.55x as on March 31, 2015) and net debt to EBIDTA was at 6.33x (compared to 3.81x as on March 31, 2015).

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting of Investment in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

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

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 1 per share on the 10% Cumulative Redeemable Preference Shares of Rs. 10 each of the Company, for the year ended March 31, 2016. Considering the Company''s performance and financial position for the year under review, the Board has also recommended a dividend of Rs. 7.50 (75%) per fully paid- up Equity Share of Rs. 10 each of the Company, for the year ended March 31, 2016, subject to the approval of the Members at the ensuing Annual General Meeting. Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 218.20 crores, vis- à-vis Rs. 320.02 crores paid for FY 2014-15.

4. PROSPECTS

The global economic growth remained largely subdued in CY 2015. The year was marked by: a) gradual slowdown and rebalancing in China b) lower investments and subdued global trade flow growth, c) declining prices of energy and other commodities, and d) a hawkish stance by US Fed. Despite the sustained monetary easing by most of the economies, the global growth remained sluggish. The global economy saw a sizeable leg down in the last quarter of CY 2015 – in both advanced and emerging markets/developing economies. The world finished steel demand declined by 3% to 1,500 million tonnes in CY 2015 amidst the subdued economic environment. The world crude steel production decreased by 2.9% to 1,621 million tonnes. The global steel industry continued to be impacted by large overcapacities and exports from the steel surplus countries especially from China, Japan, Korea and CIS flooded the global steel markets. As steel surplus countries resorted to dumping in other countries, the margins were severely impacted. Most of the countries responded with trade remedial measures to a provide level playing field to their respective domestic steel industry.

It appears that a pickup in global activity levels will be more gradual as downside risks to growth have increased with issues related to: a) persistent deflationary environment, b) political uncertainty in EU and risk of Brexit, c) a lack of confidence on sustainability of commodity prices, and d) volatile capital flows and currencies. Developed markets prospects'' remains subdued due to low investment, unfavourable demographics, and weak productivity growth. The Euro Area and the US both face certain unfavourable factors. The Chinese economic growth is slowing down as it is transitioning to a consumption base growth path after a decade of strong credit and investment growth. The emerging economies also remain vulnerable to volatility in commodity prices, currency fluctuations and geo-political factors. The International Monetary Fund (IMF) has revised down its projections for CY 2016 World Economic Growth yet again to 3.2%.

The weakness in global steel demand is expected to continue with lower investment pipeline and weak manufacturing activities across the regions. The World Steel Association forecasts Chinese steel demand to drop by 4% in CY 2016 leading to a decline in global steel demand by 0.8% to 1,488 million tons. Amidst the environment of subdued demand and surplus capacities, mainly in China, trade remedial action will continue to intensify across the regions. Meanwhile, the iron ore and coking coal market are also expected to remain range bound.

INDIAN SCENARIO

Despite muted private Capex/investments, weakening rural consumption and depleting exports, India has emerged as the fastest growing major Global economy during FY 2015-16 – GDP grew by 7.6% as against 7.3% in FY 2014-15. – India was the only major steel consuming market globally which witnessed a demand growth at 4.5% during the year.

However, the country suffered from an unprecedented, unbridled and unfair inflow of steel imports from steel surplus countries. The steel imports sharply increased to 12.69 million tonnes up by 27%. The steel imports pressure turned severe in second half of the year. The surge in imports at predatory pricing led the Indian government to first increase import duty on carbon steel by 5% (in two steps). Subsequently, it also imposed a safeguard duty on certain hot rolled steel products. In February 2016, when these measures were ineffective, the Government imposed a minimum import price (MIP) on various steel products for a period of six months to create a level playing field for the domestic steel industry.

The Indian steel industry remains one among the most competitive steel industries in the world. However, there is a need to create a fair and level playing field amidst supply glut caused by surplus capacities in steel surplus countries. The preferential treatment to Japan, Korea and ASEAN countries, offering advantage of concessional duty rates under the free trade agreements, is also one of the major impediments in creation of fair and level playing field. The Indian steel industry continues to call for exclusion of steel from the purview of all FTA''s.

India has emerged as one of the brightest spots in a world grappling with economic turbulence and fragile growth. It is expected to be one of the fastest growing economies in the world in FY 2017 with a growth rate estimated between 7.5%-8.0% – driven by the fundamentals of strong consumption and the government''s push for streamlining business processes. Focus on infrastructure creation, extensive urbanization/Smart Cities (outlay of Rs. 2.21 lakh crore), Make in India & promoting affordable housing policy initiatives by the Government of India augers well for the Steel demand pick up in India. The consumption demand is expected to benefit from the upcoming Pay Commission award, continued low commodity prices, recent interest rate cuts, and measures announced in the Union Budget FY 2016-17 to transform the rural sector. The consumer confidence remains upbeat, while the corporate sector''s expectations of business conditions also remain positive. The monsoon, after two years of drought, is expected to be normal this year and this is likely to drive consumer discretionary spending in rural areas. Overall, the Indian economy is poised to realize the benefits of higher government spending, & policy initiatives, rural demand and continuing reforms.

The Indian government''s measures to pump prime the economy and progress on various policy reforms underpin a constructive medium term demand outlook. However, this also makes India an attractive export destination for steel surplus countries. Imposition of minimum import price on various steel products has provided some relief; however, the industry sees the need for adequate, swifter and longer shelf-life trade remedial measures to check unbridled and unfair imports of steel in to India. As per the World Steel Association (WSA), the Indian steel demand growth rate in CY 2016 is expected to be the highest amongst the top 10 steel consuming regions/ countries which account for more than 85% of the world steel consumption. The Company expects Indian steel demand to grow by about 6% in FY 2016-17.

5. PROJECTS AND EXPANSION PLANS

(A) PROJECTS COMMISSIONED DURING FY 2015-16 VIJAYANAGAR

- Reconstruction of Blast Furnace no. 1 to increase the capacity from 0.9 MTPA to 1.9 MTPA.

- The second Continuous Annealing lines (CAL) with a capacity of 0.95 MTPA.

- Electrical Steel Complex to produce 0.2 MTPA of Cold Rolled Non Grain Oriented (CRNGO) products along with annealing and coating lines (ACL).

- Slab Auto Scaring for removing surface and sub-surface defects.

- Slab sizing press at HSM-2 to provide flexibility in caster operations and increase throughout of the slab casters.

- I-Shop to machine and fabricate precision components in-house with a capacity of 2000 tons per year.

- 600 TPD Lime Kiln-12 to provide calcined lime and dolomite for steel making.

DOLVI

- Expansion work at Dolvi plant to increase its capacity from 3.3 MTPA to 5 MTPA which includes commissioning of 2.5 MTPA new Sinter Plant and capacity enhancement of Blast Furnace from 2 MTPA to 3.5 MTPA, 1.5 MTPA Billet Caster and 1.4 MTPA Bar Mill.

SALEM

- The Blast Furnace - 2 was re-commissioned successfully after completion of the capital repair.

- Installation of Hot Saw no-3 at Blooming Mill for improving quality of cut ends in final products.

(B) PROJECTS UNDER IMPLEMENTATION VIJAYANAGAR

- SMS-1, SMS-2 and SMS-3 augmentation: The facilities include modification of ladles, additional convertors, RH, Ladle heating furnaces, KR unit, additional casters, 6th Strand Biller Caster and other supporting facilities. This augmentation of casting capacities are expected to be commissioned during the FY 2016-17.

- Slitting Line-1 (5000 T/Month), part of Electrical Steel Service Center expected to be commissioned in the FY 2016-17.

DOLVI

- New covered yard for raw material handling system at Jetty.

- Fuel conversion from Coal to mixed gas at Lime Calcination Plant.

SALEM

- Installation of new Bloom caster.

- Expansion of EOF-1 capacity from 45 Ton to 65 Ton.

- Annealing lines for increasing the volume of Bar Rod Mill Products.

- A 31.5 tonne per hour waste heat recovery boiler at coke oven battery #2 to utilise COP waste heat for generating power is expected to be commissioned in FY 2016-17.

(C) KEY NEW PROJECTS VIJAYANAGAR

Pipe Conveyor System:

A pipe conveyor system for transporting Iron ore from the yard near the mines to the Vijayanagar plant would be set up with a capacity of 20 MTPA. This will be an environment friendly solution and reduce transportation costs of iron ore to the plant. The estimated project cost is Rs. 650 crores and is expected to be commissioned in a period of 24 months.

Water Reservoir:

The Company would build a water reservoir facility to augment the storage capacity of water at its Vijayanagar Plant. This investment is strategic in nature for un-interrupted operations of the plant. The estimated project cost is Rs. 520 crores and is expected to be commissioned in a period of 26 months.

6. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company had 42 direct and indirect subsidiaries, 10 Joint Ventures and 3 Associates as on March 31, 2016.

No subsidiary companies were acquired or formed during the year.

During the year under review, Everbest Steel and Mining Holdings Limited, Argent Independent Steel (Holdings) Ltd. and JSW Mali Resources SA. ceased to be the Company''s subsidiaries. JSW Steel East Africa Limited ceased to be subsidiary w.e.f. April 8, 2016.

The details of major subsidiaries, JV and associate companies are given below:

A. INDIAN SUBSIDIARIES

1. JSW STEEL COATED PRODUCTS LIMITED (JSW STEEL COATED)

JSW Steel Coated Products Limited is the Company''s wholly-owned subsidiary. It has three manufacturing facilities in the State of Maharashtra at Vasind, Tarapur and Kalmeshwar. It is engaged in the manufacture of value added steel products which mainly consists of Galvanized and Galvalume Coils/Sheets and Colour Coated Coils/Sheets. JSW Steel Coated caters to both domestic and international markets.

The production of Galvanising / Galvalume products stood at 1.48 Million tonnes and sales at 1.53 Million tonnes during FY 2015-16. Domestic sales increased by 0.25 Million tonnes over the previous year, witnessing a 36% growth.

The gross turnover and net turnover for the year under review was Rs. 7,683 crores and Rs. 7,105 crores respectively. The operating EBITDA during FY 2015-16 was Rs. 345 crores as compared to the EBITDA of Rs. 326 crores in FY 2014-15. The operating EBIDTA margin improved to 5% from 4% in FY 2014-15. The net Profit after tax stood at Rs. 50 crores, compared to net loss after tax of Rs. 25 crores in FY 2014-15.

KEY NEW PROJECTS

Tarapur Complex – Tin Plate Mill: JSW Steel Coated Products Limited is setting up a Tin Plate Mill and related facilities at its Tarapur works to cater to the increasing demand for the tin plate. The estimated project cost is Rs. 650 crores and is expected to be commissioned in a period of 24 months.

2. AMBA RIVER COKE LIMITED (ARCL)

Amba River Coke Limited (ARCL) is a wholly owned subsidiary of the Company. ARCL has set up a 1 MTPA Coke Oven Plant and a 4 MTPA pellet plant in June 2014 and September 2014, respectively. ARCL has produced 0.95 Million tonnes of coke and 2.51 Million tonnes of pellet during FY 2015-16. The coke and pellets produced are being supplied to Dolvi unit of the Company. The Profit after tax for FY 2015-16 was Rs. 115 crores as compared to Rs. 119 crores in FY 2014-15.

3. JSW STEEL (SALAV) LIMITED (JSW SALAV)

JSW Steel Limited acquired 99.87% stake in JSW Steel (Salav) Limited (formerly known as Welspun Maxsteel Limited) on October 31, 2014. JSW Salav has a DRI plant with a capacity of 0.9 MTPA, along with a captive jetty and railway sliding.

The loss after tax for FY 2015-16 was Rs. 225 crores, compared to loss after tax of Rs. 133 crores in FY 2014- 15. The operations of JSW SALAV were temporarily suspended since August 2015, due to shutdown of Dolvi plant for capacity expansion coupled with subdued market conditions. JSW SALAV restarted its operations in March 2016.

4. JSW STEEL PROCESSING CENTRES LIMITED (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is the Company''s wholly owned subsidiary. JSWSPCL was set up as a steel service centre, comprising HR/ CR slitter and cut-to-length facility, with an annual slitting capacity of 6.5 lakh tonnes. The Company processed 4.81 lakh tonnes of steel during FY 2015- 16, compared to previous year''s 5.97 lakh tonnes, mainly due to planned shutdown of Vijaynagar plant. The Profit after tax for FY 2015-16 was Rs. 15 crores, compared to Rs. 24 crores in FY 2014-15.

5. PEDDAR REALTY PRIVATE LIMITED (PRPL)

Peddar Realty Private Limited (PRPL) is the Company''s wholly-owned subsidiary.

Profit after tax for FY 2015-16 was Rs. 2 crores, compared to Rs. 4 crores in FY 2014-15.

6. JSW BENGAL STEEL LIMITED (JSW BENGAL), ITS SUBSIDIARIES BARBIL BENEFICIATION COMPANY LIMITED, BARBIL IRON ORE COMPANY LIMITED, JSW NATURAL RESOURCES INDIA LIMITED, JSW ENERGY (BENGAL) LIMITED (JSWEBL) AND JSW NATURAL RESOURCES (BENGAL) LIMITED (JSWNRBL)

As a part of the Company''s overall growth strategy, JSW Bengal Steel''s Salboni project was planned to set up 10 MTPA capacity Steel plant in phases. All enabling work to take up implementation of the project are in place.

However, due to uncertainties in the availability of key raw materials like iron ore and coal, post cancellation of allotted coal blocks, the implementation of the project is currently put on hold. In the meantime, efforts are being made to secure long term linkages of raw materials. In the light of the new policy on the allocation of coal blocks and coal linkages from Coal India Ltd., and auction of the Iron ore mines under the Mines and Minerals Development and Regulation (MMDR) Act, the Company is hopeful of establishing raw material linkages.

7. JSW JHARKHAND STEEL LIMITED

JSW Jharkhand Steel Limited was incorporated for setting up a 10 million tonnes (in phases) steel plant in Jharkhand. It is pursuing for various approvals and clearances for setting up the project.

B. OVERSEAS SUBSIDIARIES

1. JSW Steel (Netherlands) B.V. (JSW Netherlands) JSW Steel (Netherlands) B.V. is a holding company for subsidiaries based in the US, the UK, Chile and East Africa. It also has 49% equity holding of Georgia- based Geo Steel LLC, incorporated under the laws of Georgia.

(a) JSW Steel Holding (USA) Inc. and its subsidiaries viz. JSW Steel (USA) Inc – Plate and Pipe Mill Operation and Periama Holdings LLC and its subsidiaries – West Virginia, USA- based Coal Mining Operation Plate and pipe mill operation During FY 2015-16, the US plate and pipe mill''s performance continued to be impacted due to lack of orders for pipes from oil & gas sector. This unit produced 197,408 net tonnes of plates and 54,262 net tonnes of pipes with capacity utilisation of 21% and 10%, respectively.

In view of the continuing losses at the plate and pipe mill operations, JSW Steel USA Inc. carried out an impairment assessment of its fixed assets. Since the recoverable amount determined based on the estimated discounted future cash flows was lower than the carrying value of the fixed assets and due to an ongoing antitrust law suit, JSW Steel USA Inc. has recognised an impairment and other provisions aggregating to Rs.905 crores.

Net loss after tax for FY 2015-16 was Rs. 1,361 crores, compared to Rs. 302 crores in FY 2014-15.

Coal mining operation

JSW Steel Holding (USA) Inc. has 100% equity interest in coal mining concessions in West Virginia, USA. During the year, the operation of the Company was minimal due to subdued market conditions.

During the year ended March 31, 2016, Periama Holdings LLC performed impairment tests considering coal demand supply and pricing outlook. The impairment testing indicated that estimated future discounted cash flows were lower than the carrying value for certain asset groups and accordingly, the Company recorded assets impairment charge and provision towards certain advances aggregating to Rs. 172 crores.

Loss after tax for FY 2015-16 was Rs. 175 crores, compared to Rs. 61 crores in FY 2014-15.

(b) JSW Panama Holdings Corporation (JPHC) and Chilean subsidiaries, namely Inversiones Eurosh Limitada (IEL), Santa Fe Mining (SFM) and Santa Fe Puerto S.A (SFP)

Due to weak iron ore prices in the international market, the Company has undertaken a temporary suspension of mining operations since May 2015. During FY 2015-16, the production was 83,774 tonnes as compared to 818,671 tonnes in FY 2014-15.

During the fiscal year under review, the subsidiary Inversiones Eurosh has decided not to continue with the development of the Daniel and Catalina mining assets in view of the falling international iron-ore prices and hence has made a provision of Rs. 407 crores towards these mining assets.

Loss after tax for FY 2015-16 was Rs. 507 crores, compared to Rs. 114 crores in FY 2014-15.

(c) JSW Steel UK Limited and its subsidiaries, namely Argent Independent Steel (Holdings) Limited and JSW Steel Service Centre (UK) Limited

As a part of the consolidation process, Argent Independent Steel (Holdings) Limited was dissolved on November 17, 2015 and JSW Steel Service Centre (UK) Limited is in the process of being dissolved.

(d) JSW Steel East Africa Limited

As a part of consolidation process, JSW Steel East Africa Limited was dissolved on April 8, 2016.

2. JSW Natural Resources Limited (JSWNRL) and its subsidiaries JSW Natural Resources Mozambique Lda (JSWNRML), JSW ADMS Carvao Lda and JSW Mali Resources SA

JSW Natural Resources Limited formed a wholly- owned subsidiary – JSW Natural Resources Mozambique Lda in Mozambique. This initiative was taken to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese. JSW Natural Resources Mozambique Lda completed the exploration activities in Mutara District of Tete Province and is in the process of obtaining the necessary approvals for lease of certain mining assets.

JSW ADMS Carvão Lda, a subsidiary of JSW Natural Resources Mozambique Lda, has a coal mining licence in Zumbo District of Tete province. The Company has completed exploration activities and is in the process of making various applications for obtaining the necessary approvals for mining operations.

As a part of consolidation process, JSW Mali resources SA was dissolved on June 18, 2015.

3. Nippon Ispat Singapore (PTE) Limited, Erebus Limited, Arima Holdings Limited, Lakeland Securities Limited, JSW Mali Resources S.A. There were no significant operations during the financial year.

C. JOINT VENTURE COMPANIES

1. GEO STEEL LLC

Georgia-based JV, Geo Steel LLC, in which the Company holds 49% equity through JSW Steel (Netherlands) B.V., has set up a steel rolling mill in Georgia, with 175,000 tonnes production capacity. Geo Steel produced 85,548 tonnes of rebars and 120,613 tonnes of billets, during FY 2015-16.

Profit after tax for FY 2015-16 was Rs. 7 crores, compared to Rs. 2 crores in FY 2014-15.

2. ROHNE COAL COMPANY PRIVATE LIMITED

Rohne Coal Company Pvt. Ltd. is a JV for developing Rohne coal block. While Rohne coal block was under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to State and private sectors during the financial year 2014-15. Consequently, the allocation of Rohne coal block to Rohne Coal Company Private Limited stood cancelled.

3. MJSJ COAL LIMITED (MJSJ)

The Company, along with other partners agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha. This was in accordance with the JV agreement to develop Utkal-A and Gopal Prasad (West) thermal coal block in Odisha.

The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors in during the financial year 2014-15. Consequently, the allocation of coal block to MJSJ stood cancelled.

The Ministry of Coal, Government of India, has not yet commenced the auction of these Coal blocks.

4. GOURANGDIH COAL LIMITED

Gourangdih Coal Ltd. (GCL) is a 50:50 JV between JSW Steel Limited and Himachal EMTA Power Corporation Ltd. (HEPL). It was incorporated to develop and mine coal from West Bengal''s Gourangdih, ABC thermal coal block. The Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors during the financial year 2014-15. Consequently, the allocation of the coal block to GCL stood cancelled. Gourangdih Coal block has been re-allocated to West Bengal Mineral Development & trading corporation by Ministry of Coal vide its notice dated 16th March, 2016.

5. TOSHIBA JSW POWER SYSTEMS PRIVATE LIMITED (FORMERLY KNOWN AS TOSHIBA JSW TURBINE AND GENERATOR PRIVATE LIMITED)

Toshiba JSW Power Systems Private Limited is a JV company with a 75% shareholding by Toshiba Corporation Limited, Japan, 22.52% by JSW Energy Limited and 2.48% by JSW Steel Limited. This Company is into designing, manufacturing, marketing and maintaining of mid to large-size supercritical steam turbines and generators of size 500 MW to 1,000 MW.

6. VIJAYANAGAR MINERALS PRIVATE LIMITED (VMPL)

According to the Hon''ble Supreme Court''s order to stop all mining operations in Bellary district in Karnataka, activities from Thimmappanagudi Iron Ore Mines (TIOM), operated by VMPL were halted since July 2011.

The mining operations remained suspended during FY 2015-16. As per the Apex Court direction, the mines are being operated by Mysore Minerals Limited directly.

7. JSW SEVERFIELD STRUCTURES LIMITED AND ITS SUBSIDIARY JSW STRUCTURAL METAL DECKING LIMITED

JSW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate and erect structural steel work and ancillaries for construction projects.

These projects have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 36,014 tonnes during the year. Its order book stood at Rs. 306 crores (32,396 tonnes), as on March 31, 2016.

The Loss after tax for FY 2015-16 was Rs. 11 crores, compared to Profit after tax of Rs. 1 crores in FY 2014-15.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in the business of designing, roll forming of structural metal decking and accessories like edge trims and shear studs. The plant''s total capacity is 10,000 TPA.

The Profit after tax for FY 2015-16 was Rs. 2 crores, compared to Rs. 0.4 crores in FY 2014-15.

8. JSW MI STEEL SERVICE CENTRE PRIVATE LIMITED (MISI JV)

JSW Steel and Marubeni-Itochu Steel signed a JV agreement on September 23, 2011, to set up steel service centres in India.

The JV Company had started the commercial operation of its steel service centre in western India (near Pune), with 0.18 MTPA initial installed capacity in March 2015. MISI JV has also started the project work for its steel service centre in Palval, Haryana, with 0.18 MTPA initial capacity. This facility is expected to be commissioned by end of FY 2016-17. The service centre is equipped to process fat steel products, such as hot rolled, cold rolled and coated products. Such products offer just-in-time solutions to automotive, white goods, construction and other value-added segments.

MISI JV incurred a loss after tax of Rs. 5 crores during FY 2015-16 in view of lower capacity utilisations, compared to Profit after tax of Rs. 3 crores in FY 2014- 15.

9. JSW VALLABH TINPLATE PRIVATE LIMITED (JSWVTPL)

JSW Steel holds 50% stake in JSWVTPL which is into tinplate business and has a capacity of 1.0 lakh tonnes.

JSWVTPL produced 75,846 tonnes during FY 2015- 16. Net Profit after tax for FY 2015-16 was Rs. 7 crores, compared to loss after tax of Rs. 6 crores in FY 2014-15.

D. ASSOCIATE COMPANIES

1. JSW PRAXAIR OXYGEN PRIVATE LIMITED (JPOPL) (FORMERLY KNOWN AS JINDAL PRAXAIR OXYGEN COMPANY PRIVATE LIMITED)

JPOPL''s oxygen plants have been working satisfactorily, primarily to meet requirements of steel plant operations at Vijayanagar Works.

2. DOLVI MINERAL & METALS PRIVATE LIMITED (DMMPL) AND ITS SUBSIDIARY DOLVI COKE

PROJECTS LIMITED (DCPL)

The Company had earlier decided to setup a 3 million tonnes per annum Coke Oven Plant at Dolvi through Dolvi Coke Projects Limited (DCPL). The Company holds 39.996% stake in Dolvi Minerals & Metals Private Limited, which, in turn, holds 100% stake in DCPL. This project was put on hold last year in view of macro economic factors. With the completion of expansion projects and installed steel making capacity increasing to 18 million tonnes per annum, the existing coke making facilities are falling short of the total coke requirement of the Company. Therefore, the Company has decided to setup, in the first phase, a 1.5 million tonnes per annum coke oven plant at Dolvi through DCPL. The total cost for this project will be about Rs. 2,000 crore and is expected to be commissioned in 18 months

E. COAL BLOCK

The Company had entered into three separate JV agreements for the development of Rohne Coal Block, Gopal Prasad (West) and Utkal (A) Coal Block and Gourangdih Coal Block. While the coal blocks were under development, the Hon''ble Supreme Court of India cancelled the allocation of coal blocks by the Government of India to state and private sectors. Consequently, the allocation of coal blocks to these three JVs stood cancelled. Subsequently, the Government of India, promulgated the Coal Mines (Special Provision) Act 2015. As per the provisions of the Act, the investment made in the block by the prior allottee, to the extent permitted under the said provisions will be reimbursed by the successful bidder of the coal block. The Company has made an assessment of recoverable amounts of investments and other assets, impacted by the said order. It has also recognised a provision of Rs. 25.39 crores as on March 31, 2016, (Rs. 21.20 crores as on March 31, 2015) considering the principle of conservatism.

7. ACQUISITIONS DURING THE YEAR

There were no acquisitions made during the FY 2015-16.

However, pursuant to the auction conducted by the Nominated Authority under the Coal Mines (Special Provisions) Act, 2015, the Company has been allotted the Moitra Coal Mine, vide vesting order No 104/21/2015/NA dated April 22, 2015 issued by the Ministry of Coal, Govt. of India.

Moitra coal mine is situated in Hazaribagh District, Jharkhand. Moitra Coal Mine has total extractable coal reserves of 29.91 million tonnes.

8. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN

FY 2015-16 was the 6th year of strategic collaboration between the Company and JFE Steel Corporation. The strategic partners were engaged in taking customer approvals for various grades and commercializing the grades produced in state-of-the art CRM #2 complex in Vijayanagar Works. The Company has received approvals from several major auto producers for supply of auto grades with the Company''s own substrates.

Electrical Steel facility of 0.2 MTPA was commissioned in Vijayanagar works. The major focus was to stabilize and sustain the international standards (quality & properties) in Electrical steel products, with the support of JFE.

9. RISK MANAGEMENT

The Company''s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognises that these risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

10. INTERNAL CONTROLS, AUDIT & INTERNAL FINANCIAL CONTROLS

OVERVIEW

A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to company''s corporate governance framework. Some significant features of internal control system are:

- Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the company.

- Deployment of an ERP system which covers most of its operations and is supported by a defined on-line authorisation protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company''s assets/resources and protecting them from any loss.

- Ensuring the integrity of the accounting system; proper and authorised recording and reporting of all transactions.

- Preparation and monitoring of annual budgets for all operating and service functions.

- Ensuring reliability of all financial and operational information.

- Audit committee of Board of Directors, comprising of Independent Directors. The Audit committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards etc.

- A comprehensive Information Security Policy and continuous updating of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has an internal audit function that inculcates global best standards and practices. The Company has a strong internal audit department reporting to Audit Committee comprising of Independent Directors. The Company successfully integrated the COSO framework with its audit process to enhance the quality of its financial reporting, compatible with business ethics.

AUDIT PLAN AND EXECUTION

Internal Audit department prepares a risk-based Audit Plan. The frequency of audit is decided by risk ratings of areas / functions. The audit plan is carried out by the internal team. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the regulatory changes, emerging industry trend and value of the transactions. In addition, the Audit Committee also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This framework provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The framework ensures that the Company has policies and procedures for ensuing orderly and efficient conduct of the business, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Company has devised appropriate systems and framework including proper delegation of authority, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

The Company has also developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes a risks and control matrix covering entity level controls, process & operating level controls and IT general controls.

The entity level policies include anti-fraud policies such as code of conduct, confect of interest, confidentiality and whistle blower policy and other policies (viz. 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 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. There have been no significant changes in the Company''s internal financial controls during the year.

11. CREDIT RATING

During the year, Fitch Ratings downgraded the Company''s Long Term Issuer Default Rating (IDR), senior unsecured rating and rating on the outstanding USD 500 million senior unsecured fixed rate notes due 2019 (Notes) by one notch from "BB " to "BB". Moody''s Investors Service has also downgraded the Corporate Family Rating and rating on the Notes by 2 notches from Ba1 to Ba3. Outlook on the ratings by both the agencies is negative.

The domestic credit rating for long term debt/facilities/ NCD''s by CARE and ICRA has also been downgraded by one notch from "AA" to "AA-", while the short term debt/ facilities continue to be rated at the highest level of "A1 ". The outlook on the long term rating by ICRA is negative.

Your Company obtained long term credit rating from India Ratings for the first time during the year. India Ratings has assigned long term issuer rating and rating for the outstanding non-convertible debentures of the Company is "AA" with stable outlook.

The downward rating actions were driven by falling sales realizations due to continued import of steel products into the country at predatory prices affecting the operating performance of the Company during the year, adverse impact on leverage matrix due to lower EBIDTA, demand-supply imbalance in the global steel industry and negative outlook on the sector.

12. INDIAN ACCOUNTING STANDARDS (IND AS)

As per the roadmap announced by the Ministry of Corporate affairs, the Company will comply with the new Accounting Standards, IND AS in preparation of its financial statements for accounting periods beginning on April 1, 2016, along with the comparatives for the period ending March 31, 2016. IND AS will also be applicable to subsidiary Companies, Joint venture or associates of the Company. Hence the Company and JSW Steel group would prepare and report results/ financial statements under IND AS from April 1, 2016, including restatement of the opening balance sheet.

13. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

14. SHARE CAPITAL

There was no change in the Company''s share capital during the year under review.

The Company''s paid up equity share capital remained at Rs. 2,41,72,20,440 comprising of 24,17,22,044 equity shares of Rs. 10 each. The aggregate preference share capital remained at Rs. 76,44,49,511 comprising of 27,90,34,907, 10% cumulative redeemable preference shares of Rs. 10 each fully paid up and 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs. 10 each fully paid up.

15. FOREIGN CURRENCY BONDS (FCBS)

During the year 2014-15, the Company had allotted 2,500, 4.75% Fixed Rate Senior Unsecured Notes of US$ 2,00,000 each of the Company due 2019 (the "Notes") aggregating to US$ 500 million to eligible investors. The Bonds issued by the Company in the International Market are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST").

16. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors'' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

17. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

18. BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING

The Company is deeply committed to growing the business sustainably, as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business notified by the Ministry of Corporate Affairs, Government of India, in July 2011. It has also been voluntarily disclosing its sustainability performance anchored to the framework of the Global Reporting Initiative (GRI), and further embellished by third party assurance as per the International Standards for Assurance Engagements (ISAE 3000). The Company has adopted policies for each NVG principle, as approved by the Board of Directors in its meeting held on January 28, 2013 which is available at the Company''s website (http://www.jsw.in/investors/investor-relations-steel). A Committee of the Board consisting of three Independent Directors and three Executive Directors (as on March 31, 2016) review the Company''s performance in terms of Business Responsibility / Sustainability Reporting on a quarterly basis. The Group Chief Sustainability Officer is responsible for planning and implementing the sustainability initiatives as well as the stakeholder grievance redressal mechanism.

The Securities and Exchange Board of India (SEBI) has, vide its circular dated August 13, 2012, mandated the inclusion of a Business Responsibility Report (BRR) as a part of the Annual Report for the top 100 listed entities based on their market capitalisation on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, as on March 31, 2012, and is aligned to the NVGs. Furthermore, the requirements as per Regulation 34 (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been fulfilled.

Pursuant to the press release PR No. 48/2013 and FAQs dated May 10, 2013, issued by SEBI, the Company''s BRR is hosted on its website (http://www.jsw.in/investors/ investor-relations-steel) and forms a part of this Annual Report. Any stakeholder interested in obtaining a copy of the same may write to the Company Secretary.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sajjan Jindal (DIN 00017762), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment.

Mr. Malay Mukherjee (DIN 02861065) who was appointed as an Additional Director of the Company in the category of Independent Director, by the Board of Directors with effect from July 29, 2015 in terms of Section 161 of the Companies Act, 2013 and in terms of Article 123 of your Company''s Articles of Association, holds office until the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Malay Mukherjee, for appointment as a Director of your Company.

Mr. Haigreve Khaitan (DIN 00005290), who was appointed as an Additional Director of the Company in the category of Independent Director, by the Board of Directors with effect from September 30, 2015 in terms of Section 161 of the Companies Act, 2013 and in terms of Article 123 of your Company''s Articles of Association, holds office until the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Haigreve Khaitan, for appointment as a Director of your Company.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

Mr. Uday M. Chitale, who was appointed as an Independent Director in the Company''s 20th Annual General Meeting held on July 31, 2014, would complete his term upon the conclusion of the ensuing 22nd Annual General Meeting of the Company and being not eligible for re-appointment in terms of the Company''s policy for appointment/re- appointment of Independent Directors, has not offered himself for re-appointment.

There were no changes in the Key Managerial Personnel of the Company during the year.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As at 31.03.2016, the Board of Directors comprises of 12 Directors, of which 8 are non- executive, including 1 woman director. The number of Independent Directors is 6, which is one half of the total number of Directors.

The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Company''s policy on appointment/re- appointment of Independent Directors. The remuneration paid to the directors is in accordance with the remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the independent directors, under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

21. AUDITORS AND AUDITOR''S REPORT

1.1 STATUTORY AUDITORS

At the Company''s 20th Annual General Meeting (AGM) held on July 31, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, were appointed as the Company''s Statutory Auditors from the conclusion of the 20th AGM till the conclusion of the 23rd AGM.

In terms of Section 139 (1) of the Companies Act, 2013, the appointment of the statutory auditors to hold office from the conclusion of the 20th AGM until the conclusion of the 23rd AGM, is placed for your ratification.

The Auditors Report to the shareholders for the year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

EXPLANATION TO AUDITOR''S COMMENT:

Auditors have in their report drawn attention to (i) note 10(1) to the Abridged Standalone Financial Statements and note 25(4)(a) to the Standalone Financial Statements regarding provision of Rs. 5,855.52 crores for other than temporary diminution in the value of investments, loans and advances doubtful of recovery and guarantees for borrowings, relating to certain subsidiaries and (ii) note 9(a) to the Abridged Consolidated Financial Statements and note 27(4)(a) to the Consolidated financial statements regarding provision of Rs. 1,829.69 crores pertaining to corresponding fixed assets, goodwill, mine development cost of the projects in the consolidated financial statements.

In the opinion of the Board, the recoverable amount of the said investments, loans and advances (in the case of standalone financial statements) and the recoverable amount of the corresponding fixed assets, goodwill, mine development and related assets (in the case of consolidated financial statements) have been arrived based on the estimate of value of businesses / assets of the said subsidiaries by independent valuers and cash flow projections considering capacity utilisation of the plants, mining plans, analyst''s commodity consensus estimates of long term prices and other factors. Based on the estimated recoverable amounts, the Board has concluded that no further provision is necessary as of 31st March, 2016, except as considered in the standalone and consolidated financial statements. These assumptions will be reviewed periodically by the respective subsidiaries and the management of the Company and adjustments if any, will be made to the amount of provisions, if conditions related to the assumptions indicate that such adjustments are appropriate Auditors have in their report drawn attention to (i) note 11 to the Abridged Standalone Financial Statements and note 25(5) to the Standalone Financial Statements regarding Company''s assessment that no provision is necessary against the carrying amount of investments (net of provisions) and loans and advances amounting to Rs. 883.42 crores relating to certain subsidiaries and joint ventures and (ii) note 10 to the Abridged Consolidated Financial Statements and note 27(5) to the Consolidated Financial Statements regarding Company''s assessment that carrying amount of Rs. 938.19 crores relating to corresponding fixed assets (including capitalwork in progress), Mining Development and Projects, advances, goodwill and inventories in the Consolidated Financial Statements is considered fully recoverable.

In the opinion of the Board, the recoverable amount of these investments and loans relating to the said subsidiaries and joint ventures (in the case of standalone financials) and corresponding fixed assets, capital work in progress, advances, goodwill, inventories, mine development expenses and license fees (in the case of consolidated financial statements) have been derived based on the estimate of value of businesses / assets , considering estimates in respect of capacity utilisation, operating performance, future raw material prices, foreign exchange rates, operating margins, terminal value etc. the plans for commencing construction of the projects and commencing mining operations and valuation of the residential complex of a subsidiary carried out by an independent valuer. The Board has concluded that no provision is required for these assets as the recoverable amounts derived as explained above are higher than the carrying amount of these assets.

21.2 COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board at its meeting held on May 18, 2016, has on the recommendation of the Audit Committee, re-appointed M/s. S.R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2016-17 on a remuneration of Rs. 12 lacs plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

21.3 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "C". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board at its meeting held on May 18, 2016, has re-appointed M/s. Srinivasan & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2016-17.

22. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. There were no material Related Party Transactions entered during the FY 2015-16.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.jsw.in/investors/steel/related- party-policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

The disclosure of material Related Party Transactions is required to be made under Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2. Accordingly, Related Party Transactions, that, individually or taken together with previous transactions during a financial year, that exceed ten percent of the annual consolidated turnover as per the last audited financial statements, which were entered into during the year by your Company, is given in ''Annexure E'' to this report.

Your Directors draw your attention to Note 15 to the Abridged Standalone financial statements and Note No. 25(13) to the Standalone financial statements which sets out related party disclosures.

23. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Board of Directors of the Company at its meeting held on January 29, 2016 formulated the JSWSL Employees Stock Ownership Plan – 2016 ("ESOP Plan"), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company which will reflect their efforts in building the growth and the Profitability of the Company. More than being a compensation element, the plan will have a strategic significance and will act as a key enabler to achieve long-term business objectives.

At the said meeting, the Board authorized the JSWSL ESOP Committee for the superintendence of the ESOP Plan. Grant of stock options under the ESOP Plan shall be as per the terms and conditions as may be decided by the JSWSL ESOP Committee from time to time in accordance with the provisions of Companies Act, 2013, the rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("ESOP Regulations"). The new ESOP Plan is proposed to be implemented through the JSW Steel Employees Welfare Trust ("ESOP Trust"). The ESOP Trust will acquire equity shares of the Company from the secondary market for this purpose.

Under the provisions of the Companies Act, 2013 and the ESOP Regulations, approval of the members by way of a special resolution vide a postal Ballot was obtained on March 24, 2016 for the ESOP plan involving acquisition of shares of the Company from the secondary market.

A total of 28,68,700 (Twenty-Eight Lakhs Sixty-Eight Thousand Seven Hundred) options would be available for grant to the eligible employees of the Company and its director(s) excluding independent directors and a total of 3,16,300 (Three Lakh Sixteen Thousand Three Hundred) options would be available for grant to the eligible employees of the Indian Subsidiaries of the Company and their director(s) excluding independent directors, under the ESOP Plan.

7,43,685 options have been granted under this plan by the JSWSL ESOP Committee in its meeting held on 17th May 2016 under the 1st Grant to the eligible employees of the Company and its Indian Subsidiaries, including the Whole- time Directors of the Company. The Grant of ESOPs to Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board. Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, Whole-time Directors of the Company have been granted 19,268, 17,983 and 17,983 options respectively towards the first grant under the ESOP Plan. As per the ESOP Plan 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures relating to the earlier JSWSL Employees Stock Ownership Plan – 2012 as stipulated under the ESOP Regulations pertaining to the year ended March 31, 2016 is hosted on the Company''s website at http://www.jsw.in/investors/investor-relations-steel and forms a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the JSWSL Employees Stock Ownership Plan - 2012 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. As no grants have been made under the new ESOP Plan during the period under review, disclosures in respect of the new plan are not applicable.

There is no material change in the aforesaid ESOP Plans and the same are in compliance with the ESOP Regulations.

The Certificate from the Statutory Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

JSW Steel believes in inclusive growth to facilitate creation of a value-based and empowered society through continuous and purposeful engagement with society around.

The Company is well on its course to execute programs under the theme ''Janam Se Janani Tak (JSJT) – JSW Aap Ke Saath'', a long term commitment extending services to meet the pressing needs towards empowering women and children living in the Direct Influence Zone of JSW Steel''s plant locations and beyond. Through JSJT our efforts are directed towards enabling an ideal scenario where women and girls have access to quality education, healthcare and livelihood skills to build their own destinies while taking vital decisions in their families and society at large.

Guided by the belief that every life is important and must be given fair opportunities to make best out of it, the Company is working towards eradicating poverty & hunger, tackling malnutrition, promoting social development, addressing social inequalities by empowering the vulnerable section of society, addressing environmental issues, preserving national heritage and promoting sports training.

The Company is committed to:

- Continue allocating at least 2 percent of Profit Before Tax (PBT) towards special corpus for Corporate Social Responsibility as per the categories of the Companies Act 2013.

- Transparent and accountable system for social development and impact assessments through an external agency.

- Concentrate on community needs and perceptions through social processes and related infrastructure development.

- Provide special thrust towards empowerment of women through a process of social inclusion.

- Promote arts, culture and sports; and conserve cultural heritage.

- Spread the culture of volunteerism through the process of social engagement.

JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the committee in line with the CSR policy approved by the Board on May 27, 2014 and the same are reviewed periodically. The CSR policy formulated is uploaded on the website of the Company at http://www.jswin/investors/investor-relations-steel.

Taking a note of the importance of synergy and interdependence at various levels, JSW Steel has adopted a strategy that combines working with multi-stakeholders as well as directly, depending on the appropriateness and some of this are:

- Priority is given to the villages in the immediate vicinity of the plant locations defined as Direct Influence Zone (DIZ). The policy enables plants to define their own DIZ with the provision that this could be expanded as per the size of operations. However, certain programs might be expanded beyond this geographical purview and upscale. This context is defined as Indirect Influence Zone (IIZ).

- All the interventions shall be formulated based on need assessment using different quantitative and qualitative methods that lead to measurable impact.

- All these interventions shall be implemented either directly or in partnership with both Government and civil society organizations at various levels.

- All the interventions shall be adopted based on concurrent evaluation and knowledge management through process documentation and sharing.

- Social Mobilization, advocacy at various levels, and/ or appropriate policy changes shall form part of the interventions in each sector.

Following are the Company''s thematic interventions as per Schedule VII of the Companies Act 2013:

- Improving living conditions (eradication of hunger, poverty, malnutrition etc.)

- Promoting social development (education, skill development, livelihood enhancements etc.)

- Addressing social inequalities (gender equality, women empowerment etc.)

- Ensuring environmental sustainability

- Preserving national heritage

- Sports training

- Supporting technological incubators

- Rural development projects

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure D.

25. ENVIRONMENTAL INITIATIVES

The Company has always been a frontrunner in continually improving its operational performance in all areas like safety and use of natural resources. These initiatives have been taken across all production facilities to ensure they become the culture at JSW. All the stack emissions, ambient air quality, effluent quality and work zone air quality are generally within the norms.

The Company has undertaken various measures to address environmental issues at its plant locations.

ENVIRONMENTAL INITIATIVES VIJAYANAGAR

The following are the highlights of the year:

AIR POLLUTION CONTROL:

- Efforts were further intensified towards reduction of air pollution by installing six additional bag filters.

- Five numbers of projects are underway in Steel Melt Shop (SMS) to reduce the roof top emissions.

- With this, the specific dust emissions have been reduced by 24%.

WATER POLLUTION CONTROL:

- Intensive reuse of fresh water has helped in reuse of more than 50,000 m3/day of blow down water in certain applications.

- The existing sewage treatment plant was upgraded to double the capacity i.e. 3000 m3/d with a new technology based on membrane process (Membrane Bio Reactor). The quality of treated water meets the new standards mandated by CPCB/KSPCB. The treated water is being used in CRM-2, there by resulting in a savings of 3000 m3/d.

- The commissioning of the world''s largest (224 m3/ hr) ceramem water treatment was completed during the year. This system is being implemented for the first time in India and treats the oily contaminated alkaline water in cold rolling mills to give a permeate, which can be recycled.

- In view of the severe water crisis, due to deficient monsoon, several measures were taken to intensify recycling of blow down water. This has helped in reducing the specific water consumption by 16%.

SOLID WASTE MANAGEMENT:

During the year under review, waste utilization was given a fllip with the commissioning of the "waste to wealth" plant. These processes iron bearing dusts & sludge to produce value added material for use in pellet plant. The plant achieved a maximum production of 600 TPD in March 2016.

Micro pellet plant and mill scale briquetting plants operated above their designed capacities.

The utilization of solid waste (dust & sludge) was enhanced to 97.35%.

Efforts to provide processed granulated blast furnace slag as an alternate to river sand in 2015-16 showed encouraging results & its acceptance, with nearly one lakh tonnes of slag sand sold to construction industry.

Steam aging process has been developed by R&D department for accelerated weathering of steel slag using steam to convert steel slag into high quality aggregates. Further, an analytical method for determining the effectiveness of the weathering has been developed & included in BIS 383.

DOLVI

To increase the efficiency of the dust extraction system and improve the work zone air quality, following measures were taken:

- Installed new dust suppression system with dry fog at Jetty.

- Installed new de-dusting system in waste material recycling area, sinter fines return conveyor and product conveyer at Sinter plant.

- Improved the efficiency of existing gas cleaning plants by installation of high temperature quenching tower 4 nos. at EAF Shell 1 & 2 and Shell 3 & 4.

- Installed new de-dusting systems at Blast Furnace Cast House and Stock house.

- Installed retractable telescopic chute at Lime Calcinations Plant (LCP) at lime loading points.

- Installed Industrial Vacuum Cleaner (IVC) to extract spillage of dust at various working platforms in the Jetty and LCP.

- Installed additional dust extraction system with venturi scrubbing in Sponge Iron Plant.

- Optimizing the combustion of fuel gas in Coke Oven for better efficiency and lesser emission.

Dolvi works has been conferred with Greentech Environment Award-2015 in Gold Category from Greentech Foundation, New Delhi.

SALEM

- To increase the effectiveness of monitoring and effective air pollution control, additional 62 online continuous emission monitoring systems were commissioned and connected real-time to Care Air Centre (CAC), TNPCB, Chennai.

- Flow details of wastewater (collection and reuse) was connected online along with CCTV camera to Water Quality Watch (WQW), TNPCB, Chennai.

- Liquid Chlorine (hazardous substance) in Captive Power Plant was replaced by Chlorine dioxide in cooling water treatment at CPP II for safer and better handling.

- BF gas fired reheating furnace at Bar & Rod Mill was commissioned for maximizing BF gas consumption thereby reducing the usage of furnace oil.

- As a major initiative in enhancing the use of renewable energy, Solar energy for street light of 5 KW capacity was installed in the plant.

- Chemical consumption in main raw water treatment plant was reduced by 10% through periodical monitoring of input water quality.

- Secondary de-dusting system was commissioned at LRF to reduce fugitive emissions.

- As a part of green belt development, 10000 nos. of trees were planted inside the plant including 5000 Bheema Bamboo trees which would consume more Carbon dioxide than the other trees.

- Rain water harvesting pond of 2200 m3 capacity was constructed near Coke Oven Plant for collection and re-using the water in the process to minimize the consumption of raw water.

- Initiative taken to install 3 numbers of continuous Air Quality Monitoring Station for continuous monitoring of ambient air quality.

- Initiative taken to eliminate DM plant regeneration wastewater by installing R.O. plant in CPP II.

The Company is dedicated to constantly improving its performance on the prevention & control of Pollution, the proper use of natural resources and the minimisation of any hazardous impact stemming from the production, development, use and disposal of any of the products and services of the Company.

26. AWARDS AND ACCOLADES

Over the years, JSW Steel has participated and won many rewards and recognitions. This includes in areas like Business Excellence, Sustainability, Industry Leadership, etc. The award won during FY 2015-16 include the following:

1. Platts Global Metals Awards- (Industry Leadership Award) JSW Steel 2015.

2a. Porter Prize for Creating Shared Value.

2b. Porter Prize of Leveraging Unique Activities - Weathering the Iron Ore crisis.

3. CII-EXIM Bank Business Excellence Award – 2015 awarded by Confederation of Indian Industries (CII): Commendation Certificate for Significant Achievement.

4. National Sustainability Award-2015: First Prize amongst the Integrated Steel Plants Category by Indian Institute of Metals.

5. CII-ITC Sustainability Award 2014: Awarded Outstanding Accomplishment in category F.

6. Steel Minister''s Trophy for the year 2013-14: Announced.

7. Governor of Karnataka Mr. Vaju Bhai Vala conferred a honorary Doctorate to Mr.Sajjan Jindal Chairman & Managing Director at the 4th Convocation of the Vijayanagar Sri Krishna Devara University held at Joladarashi Doddanagouda Ranga Mandir in Ballari on March 30, 2016.

CERTIFICATION

The surveillance audit was conducted for the IMS (Integrated Management System) which includes all the ISO-9001, ISO-14001 & BS-OHSAS-18001 for the JSW works and the JSW Township.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 sub- section 3(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby state and confirm that:

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

(ii) Such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2016 and of the Company''s Profit or loss for the year ended on that date.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual financial statements have been prepared on a going concern basis.

(v) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board o4f India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

AUDIT COMMITTEE

The Audit Committee comprises of Three Non-Executive Directors, all of whom are Independent Directors. Mr. Uday M. Chitale is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit Committee meets the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT–9 is annexed (Annexure "B") hereto and forms a part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instance of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact the going concern status of the Company and its future operations.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure "A") hereto and forms a part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Directors'' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure "F" to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, an abridged version of the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. For those persons who have registered their e-mail addresses with the Company, the full version of the Annual Report containing the aforesaid information is being sent to them electronically. Members and other entitled persons who have not registered their e-mail addresses with the Company may access the full version of the Annual Report up to the date of the ensuing Annual General Meeting on the website of the Company; or by physically inspecting the full version of the Annual Report at the Registered Office of the Company on all working days of the Company, between 10.00 a.m. and 01.00 p.m; or by requesting a physical copy by writing to the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during FY 2015-16.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

29. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Kenya, Mauritius, Mozambique, Mali, the USA and the UK; the State Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

SAJJAN JINDAL

Mumbai, dated: May 18, 2016 Chairman

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twentieth Annual Report of your Company, together with the Standalone and Consolidated Audited Statement of Financial Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS

(Rs. in crores)

Standalone Consolidated

Particulars FY 2013-14 FY 2012-13 FY 2013-14 FY 2012-13

Gross turnover 48,527.18 38,763.41 54,620.76 41,463.15

Less : Excise duty 3,997.71 3,375.78 4,211.89 3,368.19

Net turnover 44,529.47 35,387.63 50,408.87 38,094.96

Add: Other operating revenues 768.25 104.18 810.75 114.69

Revenue from operations 45,297.72 35,491.81 51,219.62 38,209.65

Operating EBIDTA 8,782.59 6,308.82 9,165.46 6,503.92

Add: Other income 331.05 260.88 85.81 69.73

Less: Finance costs 2,740.13 1,724.48 3,047.86 1,967.46

Less: Depreciation and amortisation 2,725.88 1,973.89 3,182.61 2,237.48

Profit before exceptional items and tax 3,647.63 2,871.33 3,020.80 2,368.71

Less: Exceptional items 1,692.30 367.21 1,712.75 369.37

Profit before taxation (PBT) 1,955.33 2,504.12 1,308.05 1,999.34

Less: Tax expense 620.82 702.90 920.08 845.25

Profit after taxation, but before minority interests and 1,334.51 1,801.22 387.97 1,154.09 share of profits/ (loss) of associates

Less: Share of profit / (losses) of minority - - (50.44) (34.34)

Add: Share of (losses) / profit from associates (Net)

Excluding exceptional items - - 13.54 (164.52)

Exceptional items - - - (60.80)

Profit after taxation (PAT) 1,334.51 1,801.22 451.95 963.11

Add: Profit brought forward from previous year 3,306.02 1,987.30 489.95 9.34

Amount available for appropriation 4,640.53 3,788.52 941.90 972.45

Less: Pursuant to the composite Scheme of (341.95) - 716.44 - Amalgamation and Arrangement Less: Appropriations:

Dividend on additonal Equity Shares Issued (21.77) - (21.77) -

Transfer from debenture redemption reserve (54.16) (7.82) (54.16) (7.82)

Dividend on preference shares (27.90) (27.90) (27.90) (27.90)

Proposed final dividend on equity shares (265.89) (223.12) (265.89) (223.12)

Corporate dividend tax (49.93) (42.66) (49.93) (42.66)

Transfer to general reserve (134.00) (181.00) (134.00) (181.00)

Closing Balance 3,744.93 3,306.02 1,104.69 489.95

2. FINANCIAL HIGHLIGHTS

The Scheme of Amalgamation and Arrangement ("the Scheme") between the Company and JSW ISPAT Steel Limited and others, which became effective June 1, 2013 with appointed date of July 1, 2012. Therefore, the numbers of FY 2013-14 are not comparable with FY 2012-13 as the effect of implementation of the Scheme is included in the current year figures.

(A) Standalone Results

The Company produced 12.17 million tonnes of crude steel in FY 2013-14,up 43% over the previous year. Its steel sales grew to 11.86 million tonnes, increasing by 34% year on year. The Company took several initiatives during the last financial year that helped in achieving impressive growth in production and sales volumes. The Company commissioned new facilities to enrich product mix, leveraged the export demand, diversified its inputs sourcing strategy and strengthened market penetration through wider distribution and newer formats.

The Gross Turnover and Net Turnover for the year under review was Rs. 48,527 crores and Rs. 44,529 crores, respectively, and showed a growth of 25% and 26%, respectively. The Operating EBITDA was Rs. 8,783 crores, and showed a growth of 39% with an improvement in EBIDTA margin from 17.8% to 19.4%. The net profit after tax was Rs. 1,335 crores after considering exceptional loss of Rs. 1,692 crores. The exceptional loss is due to the significant movement and volatility in the value of the rupee against US dollar.

The net worth of your Company increased to Rs. 24,284 crores as on March 31, 2014 from Rs. 19,937 crores as on March 31, 2013. The Company''s net debt gearing was at 1.10 (compared to 0.82 as on March 31, 2013) and net debt to EBIDTA was at 3.03 (compared to 2.59, as on March 31, 2013).

(B) Consolidated Results

The consolidated Gross Turnover and consolidated Net Turnover for the year under review was Rs. 54,621 crores and Rs. 50,409 crores, respectively, both showing a growth of 32%, respectively. For FY 2013-14, the consolidated Operating EBITDA was Rs. 9,165 crores, showed a growth of 41%. The net profit after tax for Consolidated Company was Rs. 452 crores, after considering exceptional loss of Rs. 1,713 crores, due to the significant movement and volatility in the value of the rupee against US dollar.

The consolidated net worth of your Company increased to Rs. 22,105 crores as on March 31, 2014, from Rs. 17,541 crores as on March 31, 2013. The consolidated net debt gearing was at 1.54 (compared to 1.11, as on March 31, 2013) and consolidated net debt to EBIDTA was at 3.71 (compared to 3.00, as on March 31, 2013).

In accordance with the Accounting Standards AS- 21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting of Investment in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 1.00 per share on 10% Cumulative Redeemable Preference Shares of Rs. 10 each of the Company, for the year ended March 31, 2014.

Considering the Company''s performance and financial position for the year under review, the Board has also recommended a dividend of Rs. 11 (110%) per fully paid-up Equity Share of Rs. 10 each of the Company, for the year ended March 31, 2014, subject to the approval of the Members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 311.08 crores, vis-à-vis Rs. 282.80 crores paid for fiscal 2012-13.

4. SCHEME OF ARRANGEMENT AND AMALGAMATION

A ''Composite Scheme of Arrangement and Amalgamation'' under Sections 391-394 of the Companies Act, 1956 (the "Scheme") amongst the Company, JSW ISPAT Steel Limited ("JSW ISPAT"), JSW Building Systems Limited ("JSW Building"), JSW Steel Coated Products Limited ("JSW Steel Coated") (formerly known as Maharashtra Sponge Iron Limited) and their respective shareholders and creditors was sanctioned by the Hon''ble Bombay High Court vide its Order dated May 3, 2013. The Appointed Date in terms of the Scheme is July 1, 2012. The said Scheme has become effective June 1, 2013, consequent to the filing of Hon''ble High Court''s Order with the Registrar of Companies.

5. PROSPECTS

Economy

In FY 2013-14, India was besieged by high inflation, rapidly depreciating Rupee, rising NPAs, declining manufacturing, stagnant investments and subdued exports with adverse downside risk to future economic growth. However, prudent and timely measures by RBI and the Government restored macroeconomic stability, lowering Current Account Deficit to below 2.5% and contained Fiscal Deficit at 4.6%.

World economy is projected to grow at 3.6% in CY 2014 up from 3% in CY 2013 majorly aided by steady growth in Europe from 0.2% to 1.6% and US from 1.9% to 2.8%. Emerging Markets are projected to exhibit a moderate growth at 4.9%. China is focusing on ''Quality'' engineered growth, with emphasis on increasing domestic consumption demand. Emerging countries remain vulnerable to the ongoing tapering of quantitative easing in the US, and gradual withdrawal is expected to reduce this risk.

Global commodity prices are projected to remain moderate and this could support India''s recovery. Sustained growth is expected as the Indian economy over-rides the structural impediments and policy stimulates business confidence and accelerate fiscal correction.

Steel Sector

Indian steel demand grew to 73.9 million tonne during FY 2013-14 with Flat Steel down by 2% while Longs displayed a growth of 2.6%. Impacted by inadequacy and inconsistent quality of iron ore, capacity utilisation for Indian steel declined from 81% in FY 2012-13 to 78% in FY 2013-14. Sluggish domestic demand with rising capacity and increased production resulted in growing thrust on import substitution, resulting in a sharp decline of imports by 34%. Expanding new-age steel capacities and incorporating world-class technologies and rupee depreciation helped India to increase its steel exports by 13%. This exhibits growing global competitiveness of Indian steel industry; thus transforming India into a net steel exporter.

Global crude steel capacity is projected to increase by 88 million tonnes to 2256 million tonnes during CY 2014. Steel demand in CY 2014 is expected to increase by 53 million tonnes or 3.6% to 1534 million tonnes exhibiting significant demand growth for Europe at 3.1% with Advanced Markets up by 2.5% as against -0.2% in CY 2013. Chinese steel demand projected at 728 million tonnes with its growth moderating to 4% as against 6.6% in CY 2013. There is need for the sector to restructure to increase efficiency.

The Government is undertaking proactive policy initiatives for Infrastructure development and Industrial growth, which will accelerate steel demand in line with economic growth. However, concerns like poor availability of iron ore and inconsistent quality as well as high import dependency of coking coal need to be addressed.

6. PROJECTS AND EXPANSION PLANS

I. Projects commissioned during FY 2013-14

1. Vijayanagar Works

- Pickling Cum Coupled Tandem Cold Rolling Mill (PLTCM) facility which is part of phase 1 of CRM2 Project has commenced commercial production at Vijaynagar from December 2013.

- Revamped Corex-1 to increase its capacity from 0.80 MTPA to 0.85 MTPA.

- Installed Waste Heat Recovery system at Blast Furnace-3 & 4 and at Sinter Plant 2, 3 & 4.

- Micro Pelletising Plant using BOF sludge, fine dust from various de-dusting systems.

- Mill Scale Briquetting by using mill scale generated from various mills.

- Gas Burner system in CPP-3 and CPP-4 Boiler for increasing the utilisation of waste gas and achieve Zero Flaring of gases.

2. Dolvi Works

- Commissioned 55 MW Blast Furnace Gas based Power Plant.

- Commissioned 600 TPD Lime Calcination Plant to take care of present and future requirement of Lime and Dolomite for increased scale of operation.

- Commissioned Railway Siding project to enable improved dispatch of finished goods.

- Commissioned Coke Dryer Plant to reduce moisture level of coke which in turn will reduce the consumption of coke and will improve fuel efficiency and productivity of Blast Furnace.

- Refurbishment of Raw Water Reservoir of 300 million litres capacity.

3. Salem Works

- Commissioned 4 stands 3 Roll reducing and sizing block (Kocks Block) in BRM for enhancing the quality of bars with respect to Tolerance, Quality and size.

- Commissioned online automatic inspection line for Blooming mill products which includes bundling and packing.

The benefits on commissioning these projects during FY 2013-14 are expected to accrue during FY 2014-15.

II. Projects under Implementation

1) Capacity Enhancement Projects Vijayanagar Works

a) CRM2 1 phase consisting of Continuous Annealing Line (CAL) of 0.95 MTPA is scheduled to be commissioned in the first quarter of FY 2014-15. In the second phase, 2nd CAL of 0.95 MTPA is expected to be commissioned by FY 2015-16.

b) Reconstruction of Blast Furnace – 1, increasing its capacity from 0.9 MTPA to 1.7 MTPA, subject to necessary approval.

c) New Steel Melting Shop comprising of Electric Arc Furnace along with 1.5 MTPA Billet Caster.

d) 1.2 MTPA New Bar Mill, to process the Cast Products from SMS-3.

e) 0.2 mtpa non-grain oriented Electrical Steel project at Cold Rolling Mill No.1.

f) A Service Center of annual capacity of 50,000 tonnes to handle the products of Electrical Steel Complex at Cold Rolling No.1 is proposed to be set-up at Vijayanagar.

Dolvi Works

Company has received necessary approvals to take up brownfield expansion at the Dolvi plant to enhance capacity from 3.3 MTPA to 5 MTPA. The estimated cost of the expansion project is Rs. 3,300 crores to be financed in the Debt Equity ratio of 2:1. The project will be commissioned by 30th September 2015. The proposed expansion includes setting up a Sinter Plant, Blast Furnace modification, de-bottlenecking of SMS & HSM, setting up new Billet Caster and 1.4 MTPA Bar Mill.

2) Efficiency, Productivity Improvement and Cost Reduction Initiatives

Vijayanagar Works

A Sizing Press is proposed to be installed at HSM-2 to provide flexibility in Caster operations at SMS-2 and allow an increase in throughput of the Slab Casters by an average Cast width of 1700 mm.

Dolvi Works

a) Modification of Tunnel Furnace to replace natural gas with surplus coke oven gas and thereby reducing conversion cost.

b) Modification of Sponge Iron Plant to use COG as partial replacement of Natural Gas.

c) A 23 km long new Water Pipeline is also being laid.

Salem Works

a) Reheating Furnace in BRM with BF gas fired burners replacing furnace oil fired furnace and utilizing in house BF gas and eliminating furnace oil.

b) 32 TPH WHRB in Coke Oven to harness the utilization of extra waste heat from non- recovery coke oven.

c) Turbo Generator -15 MW for effective utilization of Waste heat recovery steam.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

In the context of globalising Indian economy and the increase in the number of subsidiaries, the Ministry of Corporate Affairs, vide its General Circular No. 2/2011 dated 08.02.2011 has granted General Exemption to all companies from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company as required under Section 212(1) of the Companies Act, 1956, subject to fulfilment of certain standard conditions generally prescribed while giving specific approvals. The Company will make available these documents/ details upon request by any member or investor of the Company/subsidiary companies. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Registered Office of the Company and also that of the subsidiary companies.

Details of major Subsidiaries, Joint Venture and Associate Companies are given below:

A. Indian subsidiaries

1. JSW Bengal Steel Limited (JSW Bengal), its subsidiaries Barbil Beneficiation Company Limited, Barbil Iron ore Company Limited, JSW Natural Resources India Limited, JSW Energy (Bengal) Limited (JSWEBL) and JSW Natural Resources (Bengal) Limited (JSWNRBL)

JSW Bengal is proposing to set up an integrated Steel Complex at Salboni of District Paschim Medinipur in West Bengal, for which Environmental Clearance for a 3 MTPA Integrated Steel Plant and 300 MW Captive Power Plant was granted by Ministry of Environment & Forests (MoEF), which is a part of the ultimate 10 MTPA steel plant. As long term linkages of Iron ore supplies, which is an essential prerequisite for the Integrated Steel Plant, are still in process, the project erection work of Steel Plant is on slow pace.

However, field survey for laying a 68 km cross country water pipeline for the project is in progress. The first phase also includes development of 2.4 MTPA Kulti-Sitarampur Coal Blocks and 2.6 MTPA Ichhapur Coal Block, through wholly owned subsidiaries. The Company envisages that shaft sinking at coal blocks would commence on receipt of approval of the mining plan and related approvals.

2. JSW Jharkhand Steel Limited

JSW Jharkhand Steel Limited was incorporated for setting up a steel plant in the state of Jharkhand. The Company has already obtained Terms of Reference (TOR) from Ministry of Environment and Forest (MOEF), Government of India. The Company is pursuing for various other approvals/ clearances for this project and also engaged in CSR activities at the plant site.

3. JSW Steel Processing Centres Limited (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is a wholly owned subsidiary of the Company. JSWSPCL was set up as a Steel Service Centre, comprising HR/CR Slitter and cut-to-length facility, with an annual slitting capacity of 6,50,000 tonnes. The Company processed 5,30,836 tonnes of steel during FY 2013-14, as compared to 5,22,647 tonnes in the previous year.

4. Amba River Coke Limited (ARCL)

Amba River Coke Limited (ARCL) is a wholly owned subsidiary of the Company. ARCL has set up 1 MTPA Coke Oven Plant and 4 MTPA Pellet Plant at Dolvi. These products will be supplied to Dolvi Unit. The coke oven and pellet plants have started trial run in Q4 FY 2013-14 and commercial production is expected to commence in FY 2014-15.

5. JSW Steel Coated Products Limited (JSW Steel Coated)

JSW Steel Coated Products Limited (formerly known as Maharashtra Sponge ron Limited) was acquired by a wholly owned subsidiary of the Company. Pursuant to the ''Composite Scheme of Arrangement and Amalgamation'' under Sections 391-394 of the Companies Act, 1956 (the "Scheme") amongst the Company, JSW ISPAT Steel Limited ("JSW ISPAT"), JSW Building Systems Limited ("JSW Building"), JSW Steel Coated Products Limited ("JSW Steel Coated") (formerly known as Maharashtra Sponge Iron Limited) and their respective shareholders and creditors, becoming effective, the Kalmeshwar undertaking of JSW ISPAT and the Vasind and Tarapur undertakings of the Company were transferred to JSW Steel Coated from the appointed date of 1 July, 2012.

JSW Steel Coated has executed the following major projects during the year to enhance its capacity:

- Commissioning of Dual Pot Galvanizing (GI) cum Galvalume (GL) Line at Tarapur having an installed capacity of 0.2 MTPA.

- Up-gradation of Cold Rolling Mill 2 at Tarapur, increasing its capacity from 0.075 MTPA to 0.1 MTPA.

- Upgradation of existing HR Slitter and Pickling Line at Tarapur, increasing its capacity from 0.3 MTPA to 0.48 MTPA.

- Railway siding project was completed during the year at Vasind. This has facilitating bulk movement of material through rail.

- Commissioning of Colour Coating Line 2 having an annual installed capacity of 0.075 MTPA at Vasind.

- Upgradation of existing Cold Rolling Mill (TM-1) at Tarapur to state-of-art mill for rolling up to 1,350 mm width. Mill capacity has increased from 0.075 MTPA to 0.225 MTPA.

- Commissioning of Colour Coating Line 2 at Kalmeshwar with an annual installed capacity of 0.12 MTPA.

Project under Implementation

- Cold Rolling Mill with a capacity of 0.21 MTPA at Kalmeshwar

With the successful commissioning of above projects, the production capacity for galvanizing cum galvalume products and colour coated products is now 1.72 MTPA and 0.673 MTPA, respectively.

6. Peddar Realty Private Limited

Peddar Realty Private Limited (PRPL) is a wholly owned subsidiary of the Company and is engaged in the business of purchase and sale of land, development rights, immovable properties, construction, lease, mortgage, etc.

B. Overseas Subsidiaries

1. JSW Steel (Netherlands) B.V. (JSW Netherlands)

JSW Steel (Netherlands) B.V. is a holding Company for subsidiaries based in USA, UK, Chile and East Africa. It also has 49% equity holding of Georgia-based Geo Steel LLC ncorporated under the laws of Georgia. The Company also invested in the US in the plate and pipe mill and coal mining assets. Besides it also invested in iron ore mining concessions in Chile and fixed assets at the UK through the following step-down subsidiaries.

(a) JSW Steel Holding (USA) Inc. and its subsidiaries viz. JSW Steel (USA) Inc – Plate and Pipe Mill Operation and Periama Holdings LLC and its subsidiaries – West Virginia, USA-based Coal Mining Operation.

Plate and pipe mill operation

During FY 2013-14, the US plate and pipe mill''s performance continued to be impacted due to challenging economic environment in USA, resulting in lower capacity utilisation. For FY 2013-14, 389,902 net tonnes of plates and 44,614 net tonnes of pipes were produced with capacity utilisation of 39% and 8%, respectively.

During FY 2014-15, the US operations are expected to improve in terms of operational performance with enhanced capacity utilisation.

Coal mining operation

JSW Steel Holding (USA) Inc. has 100% equity interest in coal mining concessions and integrated rail and barge load out facility in West Virginia, USA. While some of the mines are currently operational, statutory clearance/permits for other mines are in advanced stage of approval. A 500 tph Preparation Plant is under construction and is expected to be completed during FY 2014-15.

(b) JSW Panama Holdings Corporation and Chilean subsidiaries, namely Inversiones Eurosh Limitada (IEL), Santa Fe Mining (SFM) and Santa Fe Puerto S.A (SFP)

During FY 2013-14, mining activity with a capacity of 1 MTPA through dry process route was undertaken. The Company had 10 shipments of iron ore concentrate, aggregating to 0.76 million tonnes. Work on establishing a wet beneficiation plant is currently being pursued and necessary statutory and environmental approvals are awaited.

2. JSW Natural Resources Limited (JSWNRL) and its subsidiaries JSW Natural Resources Mozambique Lda (JSWNRML), JSW ADMS Carvao Lda and JSW Mali Resources SA

JSW Natural Resources Limited formed a wholly-owned subsidiary – JSW Natural Resources Mozambique Lda in Mozambique to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese. JSW Natural Resources Mozambique Lda is planning to undertake extensive exploration program in Mutarara, Tete area during FY 2014-15.

JSW ADMS Carvão Lda, a subsidiary of JSW Natural Resources Mozambique Lda, has a coal mining licence in Zumbo District of Tete Province. The Company has completed extensive exploration activities including Diamond drilling, Large Diameter drilling, Geotechnical drilling and hydro geological drilling. Geological report and Geological model is in process to confirm the coal resource estimate. The Company has initiated activities like pre-feasibility study, EIA report for applying for mining license.

During the year JSW Natural Resources Mozambique Limitada purchased 15% holding of JSW ADMS Carvao Lda from minority shareholders.

3. There were no significant operations during the financial year in JSW Steel (UK) Limited and its subsidiaries, Nippon Ispat Singapore (PTE) Limited, Erebus Limited, Arima Holdings Limited, Lakeland Securities Limited, JSW Mali Resources S.A. and JSW Steel East Africa Limited.

C. Joint Venture Companies

1. Geo Steel LLC

Georgia-based Joint Venture, Geo Steel LLC, in which your Company holds 49% equity through JSW Steel (Netherlands) B.V., has set up a steel rolling mill in Georgia, with a production capacity of 175,000 tonnes. Geo Steel produced 1,49,527 tonnes of rebars and 1,32,178 tonnes of billets during FY 2013-14. The net turnover was USD 101.55 million during the year.

2. Rohne Coal Company Private Limited

Rohne Coal Company Pvt. Ltd. is a joint Venture with two other partners. Environmental clearance is obtained. MOEF has accorded in- principle approval of Stage I Clearance.

The Company is pursuing for various other approvals / clearance for this project.

3. 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, along with four other partners, agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha.

The Government of India decided to allot 1522 acres of Gopal Prasad West area to MJSJ in which Mahanandi Coal Fields Limited, a Public Sector Company hold 60% of the equity.

4. Gourangdih Coal Limited

Gourangdih Coal Ltd (GCL) is a 50:50 Joint Venture between JSW Steel Limited(JSW) and Himachal EMTA Power Corporation Ltd (HEPL). It has been incorporated to develop and mine coal from West Bengal''s Gourangdih, ABC thermal coal block. It is currently having pre- mining activities. A mining plan was submitted to the government authorities.

In November 2012, the Ministry of Coal, Government of India, issued de-allocation letter citing the recommendations of the Inter- Ministerial Group (IMG) of ''unsatisfactory progress, both in development of coal mine and implementation of end-use plants''. The Ministry intimated its decision to de-allocate the Gourangdih ABC coal block in the state of West Bengal from the joint allocates, i.e. JSW and HEPL. It also aimed to forfeit 50% of Bank Guarantee amounting to Rs. 6.67 crores.

Both the co-allocatees (JSW and HEPL) have filed separate legal proceedings challenging the recommendations of the IMG. JSW Steel Limited filed a Writ Petition before Delhi High Court and High Court passed an interim order to stay de-allocation of the coal block and encashment of Bank Guarantee. In relation to the Writ Petition filed by JSW Steel Limited before Delhi High Court, a Transfer Petition bearing no. 430 of 2014 has been filed before Supreme Court of India by Union of India. There are no further orders for listing.

Himachal EMTA filed a separate Writ Petition before High Court of Himachal Pradesh and obtained stay of operation of the recommendations of IMG. In relation to the Writ Petition filed by Himachal EMTA before Himachal Pradesh High Court, a Transfer Petition bearing no. 174 of 2014 has been filed before Supreme Court of India by Union of India. There are no further orders for listing.

5. Toshiba JSW Power Systems Private Limited (Formerly known as 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, 22.46% by JSW Energy Limited and 2.54% by the Company 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 name of the Company has been changed from "Toshiba JSW Turbine & Generator Private Limited" 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 the Company. The Company is now capable of providing comprehensive Engineering, Procurement and Construction services for the Power Plants.

During the year, Company has received order from NTPC Ltd. 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 Ltd. 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 Ltd.

It is expanding its 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 under progress and is expected to be completed shortly.

6. Vijayanagar Minerals Private Limited (VMPL)

According to the order of the Hon''ble Supreme Court to stop all mining operations in Bellary District in Karnataka, activities from Thimmappanagudi Iron Ore Mines (TIOM) operated by VMPL was halted since July 2011. VMPL operations and financial results were affected due to the above reasons during FY 2013-14. Thereafter, the Honourable Supreme Court directed that this mine should be operated only by MML. The legal options are being evaluated in this regard.

7. JSW Severfield Structures Limited and its subsidiary JSW Structural Metal Decking Limited

JSW Severfield Structures Limited (JSSL) is operating a structural steelwork facility to design, fabricate and erect structural steelwork and ancillaries for construction projects with a total capacity of 55,000 TPA at Bellary, Karnataka. The Company has produced 26,099 tonnes during the year. Its order book stood at 431 crores (43,402 tonnes), as on March 31, 2014.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in the business of designing, roll forming of structural metal decking and accessories, with total plant capacity of the plant is 10,000 tonnes at Bellary, Karnataka. The Company has orders of around 1,43,000 square meters, as on March 31, 2014.

8. JSW MI Steel Service Center Private Limited

JSW Steel and Marubeni-Itochu Steel signed a Joint Venture Agreement on September 23, 2011, to set up Steel Service Centres in India.

The JV Company proposes to set up its Steel Service Centre in North and West India with an initial installed capacity of 0.18 MTPA (Phase-I), which will subsequently be enhanced to 0.5 MTPA. The project is under progress and expected to be completed by September 2014.

The Service Centre will be equipped to process flat steel products, such as hot rolled, cold rolled and coated products, to offer just-in- time solutions to the automotive, white goods, construction and other value-added segments.

D. Associate Companies

Jindal Praxair Oxygen Company Private Limited (JPOCL)

The oxygen plants of JPOCPL have been working satisfactorily primarily to meet the requirements of steel plant operations at Vijayanagar Works. During FY 2013-14, the combined production of the oxygen plant module #1 and module # 2 of JPOCPL was: gaseous oxygen – 1,024 million Nm3; gaseous nitrogen – 334 million Nm3; Liquid oxygen – 38 million Nm3; Liquid nitrogen – 22 million Nm3 and Argon – 11 million Nm3.

8. ACQUISITION OF CEMENT RAIGAD GRINDING FACILITY FROM HEIDELBERG CEMENT INDIA LIMITED

During the year, the Company acquired a Cement grinding facility in Maharashtra, having a capacity of 0.6 MTPA, from Heidelberg Cement India Ltd as a going concern on a slump sales basis.

9. ACQUISITION OF EQUITY STAKE IN VALLABH TINPLATE PRIVATE LIMITED (VTPL)

Keeping in view the Company''s strategic goal to enhance its share of value added products segment in its overall product basket to about 40%, the Company, during April''14, acquired 50% equity stake in Vallabh Tinplate Private Limited (VTPL), having an annual capacity of 60,000 tonnes. This acquisition marks JSW Steel''s entry into growing Tinplate business in India.

10. CREDIT RATING

Your Company''s credit rating for the long-term debt/facilities/NCDs is "AA" by Credit Analysis & Research Ltd. (CARE). CARE continues to rate the Company''s short-term debt/facilities at the highest level of A1 .

The rating continues to derive strength from your Company''s significant presence in India''s steel sector, proven management capability and well diversified mix of value-added and upstream products.

AA rating for long-term/medium-term debt/facilities/ NCDs indicates a high degree of safety regarding timely servicing of financial obligations and very low credit risk.

A1 rating for short-term debt/facilities is the highest in the category and indicates a very strong degree of safety regarding timely payment of financial obligations and lowest credit risk.

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, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

12. SHARE CAPITAL

Upon the ''Composite Scheme of Arrangement and Amalgamation'' under Sections 391-394 of the Companies Act, 1956 (the "Scheme") amongst the Company, JSW ISPAT Steel Limited ("JSW ISPAT"), JSW Building Systems Limited ("JSW Building"), JSW Steel Coated Products Limited ("JSW Steel Coated") (formerly known as Maharashtra Sponge Iron Limited) and their respective shareholders and creditors sanctioned by the Hon''ble Bombay High Court vide its Order dated May 3, 2014 becoming effective, 1,86,04,844 equity shares of Rs. 10 (Rupees ten only) each fully paid up and 48,54,14,604, 0.01% Cumulative Redeemable Preference Shares of Rs. 10 (Rupees ten only) each of the Company were issued and allotted.

Accordingly, during the year under review, your Company''s paid up equity share capital has increased from Rs. 2,23,11,72,000 to Rs. 2,41,72,20,440 comprising of 24,17,22,044 equity shares of Rs. 10 each and the aggregate preference share capital has increased from Rs. 2,79,03,49,070 to Rs. 7,64,44,95,110 comprising of 27,90,34,907, 10% Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up and 48,54,14,604, 0.01% Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up.

13. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN

The Company has entered into a Strategic Collaboration Agreement with JFE Steel Corporation, Japan (JFE) in 2010.

The Company is benefiting from JFE''s expertise in Auto grade steel production. As a culmination of the Automotive steel collaboration with JFE,

CRM 2 - India''s Largest Auto grade Steel Plant, was successfully commissioned in October 2013.

Keeping in view its strategy to increase its portfolio of value added products, the Company continues to collaborate with JFE in various areas like development of electrical steel grade. The first Phase of the cold rolled non grain oriented (CRNO) project is in progress and modifications in upstream facilities have also been initiated under the guidance of JFE to suit production of this high- grade product.

As a part of knowledge sharing process, Company''s employees from various departments such as IT, Marketing, Material Planning, Production Control and Product Development and Quality control are being sent to JFE to learn the best practices and implement these in various plants of JSW Steel, to achieve strategic and sustainable cost reduction.

14. IRON ORE STATUS

After banning Iron ore mining activity in Karnataka''s Bellary, Chitradurga and Tumkur districts in July 2011, the Hon''ble Supreme Court of India allowed resumption of mining operations in all Category ''A'' mines vide its order dated April 18, 2013. The apex court also allowed resumption of all mining operations in Category ''B'' mines, subject to compliance with the terms and conditions stipulated by CEC. While sale of sub-grade iron ore was allowed by the apex court, mining licences of all Category ''C'' mines were cancelled. A transparent bidding process for allotment of the said mines was ordered.

Considering the constrained availability of Iron ore in the State of Karnataka, the Company decided to source a part of its Iron ore requirement from NMDC, Bacheli and from the State of Odisha. The Company also identify usable sub-grade of Iron Ore lying at various mining leases in Karnataka and could source approximately 5.5 million tons of sub-grade Iron ore in FY 2013-14.

With regards to Category C mining leases, the State Government has already sent notification for cancellation of all the 51 leases. Hon''ble Supreme Court has directed to comply with auctioning of category C leases by August''14. However, the scheme for auctioning is under preparation by State Government of Karnataka which is yet to be approved by the Hon''ble Supreme Court.

15. SEARCH AND SEIZURE OPERATIONS BY INCOME TAX AUTHORITIES

Further to the search and seizure operations by the Income-tax Authorities in March 2011, the Department issued Notice u/s 153A (a) of the Income Tax Act, 1961, dated October 24, 2011 for submission of Income Tax Returns u/s 153A (a) from Assessment Year 2005-06 to 2010-11 in pursuance of the search conducted u/s 132 of the Income Tax Act, 1961. The Company has filed return in response to notices and furnished details and explanations as required by authorities. Assessments have been completed for Assessment Year 2005-06 to 2007-08 and appeals before CIT(A)/ITAT are pending. The Company does not expect any major liability arising due to search and seizure action except routine legal disputes in these assessments.

16. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Seshagiri Rao M.V.S., Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Sudipto Sarkar, Director also retires by rotation at the ensuing Annual General Meeting under the applicable provisions of the erstwhile Companies Act, 1956. Dr. S.K. Gupta, Dr. Vijay Kelkar, Mr. Uday M. Chitale, Mr. K. Vijayaraghavan and Mrs. Punita Kumar Sinha are directors whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforesaid directors being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors under Section 149 of the Companies Act, 2013, to hold office as per their tenure of appointment mentioned in the notice of the forth coming Annual General Meeting of the Company.

In the opinion of the Board, Mr. Sudipto Sarkar, Dr. S.K. Gupta, Dr. Vijay Kelkar, M r. Uday M. Chitale, Mr. K. Vijayaraghavan and Mrs. Punita Kumar Sinha fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management.

The proposals regarding the appointment/ re-appointment of the aforesaid Directors are placed for your approval. The Board of Directors recommend their appointment/re-appointment.

Other changes in the Board of Directors of your Company, during the year under review, are as follows:

Mrs. Zarin Daruwala ceased to be a Director of the Company consequent to the withdrawal of her nomination by ICICI Bank Limited w.e.f. October 23, 2013.

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) nominated Mr. V.P. Baligar, IAS, as its nominee on your Company''s Board in place of Mr. P.B. Ramamurthy, IAS with effect from May 7, 2014.

Your Directors place on record their deep appreciation of the valuable services rendered by Mrs. Zarin Daruwala and Mr. P. B. Ramamurthy during their tenure as Directors of the Company.

17. AUDITORS AND AUDITOR''S REPORT

At the 19th Annual General Meeting (AGM) of the Company held on July 30, 2013, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company from the conclusion of the 19th AGM till the conclusion of the 20th AGM.

M/s. Deloitte Haskins & Sells has since been converted into a Limited Liability Partnership (LLP) with the name "Deloitte Haskins & Sells LLP" under the provisions of the Limited Liability Partnership Act, 2008 with effect from November 20, 2013. In terms of the General Circular No. 09/2013 dated 30 April, 2013 issued by the Ministry of Corporate Affairs, Government of India and in accordance with the provisions of Section 58(4)(b) of the Limited Liability Partnership Act, 2008, the Board, at its meeting held on January 28, 2014, has taken note of such conversion. Consequent to the said conversion, the audit of the Company for the financial year 2013-14 has been conducted by Deloitte Haskins & Sells LLP.

Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, have expressed their willingness to continue as auditors of the Company, if appointed. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

In terms of Rule 6 of the Companies (Audit and Auditors) Rules, 2014 Deloitte Haskins & Sells LLP having held office as Auditor for a period of 8 years prior to the Commencement of the Companies Act, 2013, are eligible to be appointed as Auditors for a period of three more years, that is, until the conclusion of the 23rd Annual General Meeting of the Company.

Explanation to Auditor''s Comment

Auditors have, in their report to standalone financials statement, drawn attention to note no. 26(5) of accounts for the year relating to the Company''s assessment that no provision is presently necessary against the carrying amounts of investments and loans aggregating to Rs. 2,007.46 crores and with respect to financial guarantees of Rs. 2,752.57 crores [considered as Contingent Liabilities] to one of its subsidiary, JSW Steel (USA) Inc.

Auditors have, in their report to consolidated financial statements, drawn attention to note no. 26(5) of accounts for the year relating to the Company''s assessment that no provision is necessary for the carrying amounts of the Fixed Assets of Rs. 4,697.93 crores pertaining to Steel Operations at JSW Steel (USA) Inc, a subsidiary of the Company.

In the opinion of the Board, considering recent independent valuation of the underlying fixed assets, review and assessment of business plan and expected future cash flows of JSW Steel (USA) Inc., the decline is temporary and no provision is required.

18. COST AUDITORS

In accordance with the Order dated June 30, 2011 issued by the Ministry of Corporate Affairs 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 has accordingly appointed M/s. S.R. Bhargave & Co., Cost Accountants for this purpose for FY 2013-14. The Cost Audit for FY 2012-13 was completed within specified time and report was filed with ROC.

The Board at its meeting held on May 27, 2014 has on the recommendation of the Audit Committee, re-appointed M/s. S.R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2014-15 on a remuneration of Rs. 10 lacs plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The said remuneration is subject to the ratification of the Members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. The payment of remuneration to M/s. S.R. Bhargave & Co. approved by the Board is accordingly placed for your ratification.

19. SECRETARIAL AUDITOR

In terms of Section 204 the Companies Act, 2013, the Board at its meeting held on 27.05.2014, has appointed M/s. Srinivasan & Co, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2014-15.

20. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure "A") hereto and forming a part of the report.

21. EMPLOYEE STOCK OPTION PLAN (ESOP)

The Board of Directors of your Company at its meeting held on 26 July, 2012 formulated the JSWSL Employees Stock Ownership Plan 2012 ("ESOP Plan") to be implemented through the JSW Steel Employees Welfare Trust ("Trust"), with an objective of achieving sustained growth of the Company and creation of shareholder value by aligning the interests of the employees with the long term interests of the Company.

The ESOP Plan involved acquisition of Shares from the Secondary market. SEBI vide Circular No. CIR/CFD/DIL/3/2013 dated 17 January, 2013 made amendments to Equity Listing Agreement and the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which inter alia prohibits ESOP/ESPS Schemes from acquiring securities of the Company from the secondary market. In order to comply with the provisions of the Circular, the Company terminated the ESOP Plan and accordingly no further grants under the Plan have been made. However, the options which have already been granted under the ESOP Plan i.e. 49,36,940 shares shall vest as per the vesting schedule and the Trust shall continue to hold these shares till the options are exercised or until September 30, 2017, whichever is later

Disclosure relating to the JSWSL Employees Stock Ownership Plan - 2012 in terms of Clause 12 of the SEBI (Employee Stock Option Schemes and Employee Stock Purchase Scheme) Guidelines, 1999 is given in Annexure "B" to the Directors Report.

22. ENVIRONMENTAL INITIATIVES_

The Company has undertaken various measures to address safety and environmental issues at its plant locations.

Vijayanagar

- Commissioned Water Recycle System at Guard Ponds to reuse about 50,000 m3 of water per day.

- Commissioned eight bag filters in the iron making area to reduce fugitive dust during material transportation.

- Installed 12 new bag filters in the lime calcinations area.

- Commissioned four of waste water treatment and recirculation schemes at Coke Oven.

- Deployed a specilly developed slime beneficiation technology to recovers iron value in the iron ore slime by using a specially developed slime.

- Installed 0.2 MTPA Mill Scale Bnguettmg plant and 0.6 MTPA Micro Pellet Plant for waste reuse.

- Commissioned waste heat recovery system at Blast Furnaces 3 and 4 and at Sinter Plant 2, 3 and 4.

- Established environment control centre for environment data capture and information dissemination.

- Established state-of-the-art Environment Quality Laboratory, which has been accredited Grade-A by Karnataka State Pollution Control Board (KSPCB).

- Installed BOF slurry dewatenng facility to reuse the sludge in micro pellet plant.

Dolvi

- Commissioned Online Stack Monitoring system at Sponge Iron Plant for all five of stacks.

- Installed Organic Composting Machine to treat the solid waste generated from Canteen into manure.

- Dolvi Works has implemented Environmental Management System (EMS) - ISO 14001 for all it''s units at Dolvi this year.

- Conferred "Maharashtra Safety Award" by National Safety Council - Maharashtra Chapter for "Longest Accident Free Period" under scheme I & II.

- Provided "Auto Signal with Boom Barrier" near railway crossing for safe movement of Loco/ Torpedo Ladle from BF to HSM.

- Lock out and Tag out system started at various locations for energy isolation.

Salem

- Installed six stack of on-line monitoring of suspended particulate matters and connected to Care Air Centre (CAC) of Tamilnadu Pollution Control Board (TNPCB).

- Installed Stack dust monitors to curtail emissions of Suspended Particulate Matter (SPM), SOx, NOx and for AFBC stack of CPP-II and connected to Carbon Arc cutting (CAC).

- Commissioned secondary deducting system of Blast Furnace II Cast House to improve working conditions and minimizing environmental emission levels of SPM and respirable suspended particulate matters (RSPM).

- Uti lized of dry slag fromB Fas Ballast for Railway Track laying and concrete road construction by replacing natural stone (aggregate).

- Increased power generation through replacement of ID fan motor resulting in higher utilization of Waste Heat Recovery Boiler from coke oven flue gas. This further reduces the coal consumption in the AFBC boiler

- Installed additional Waste Heat Recovery Boiler No.4.

- Installed Guard pond for facilitating process waste water storage for effective recycling and reuse.

- Used 12-20 mm EOF slag in Sinter plant for hearth layer instead of iron ore fines and recycled the waste generated.

- Used EOF crushed dry slag instead of Iron Ore are lumps as coolant for maintaining hot metal temperature in the furnace.

23. PARTICULARS OF EMPLOYEES_

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out in the Annexure to the Directors Report. 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 for a copy.

24. CERTIFICATION AND RECOGNITION

Your Directors have pleasure in informing you that all the Company''s Vijayanagar townships, viz. Vidyanagar, Vijay Vittal Nagar and Shankargudda townships, have been accredited for quality, environment systems safety and health systems in operations and maintenance of residential townships. The townships received the following certifications:

1) ISO 9001 - 2008

2) ISO 1401 2004 cor.1:2008

3) BSOHSAS 18001 - 2007

25. AWARDS AND ACCOLADES

Your Company and its employees received the following awards during the year under review:

- Prime Minister''s Trophy for excellence in performance in 2012-13 for Vijayanagar Works which was adjudged the Best Integrated Steel Plant in India.

- ''Industry Leadership Award'' at Platts Global Metals Awards for achievements in steel, metals and mining.

- Golden Peacock Eco-lnnovation Award 2013 by the National Jury.

- IMC Ramaknshna Bajaj National Quality Award 2013 for ''Strong Commitment To Sustainability'' under category E for Vijayanagar Works.

- IMC Ramknshna Bajaj National Quality (RBNQ) Performance Excellence Trophy 2013-14.

- Silver Prize, 14th Annual Greentech Environment Award 2013 in Metal and Mining sector

- Tamil Nadu Government State Safety Award 2012.

- Best Supplier Award from Tata Motors and WABCO for Salem Works.

- Green Manufacturing Excellence Award ''Green Challengers'' 2014 from Frost & Sullivan.

- Silver Prize, India Manufacturing Excellence Award 2013 from Frost & Sullivan.

- Commendation Certificate, CII-EXIM Bank Award 2013 for Significant Achievement at Bangalore.

- Commendation Certificate, Cll ITC Sustainability Award 2013.

Second Prize, National Sustainability Award 2013-14 from Indian Institute of Metals

26. CORPORATE GOVERNANCE_

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors'' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexures to this report.

27. BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING

Your Company is fundamentally committed to sustainable business and to the nine principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, it has been pursuing in spirit. It has also been reporting on GRI framework assured by third party independently on International Standards for Assurance Engagements (ISAE) 3000. The policies in the context of these principles, given on the Company''s website, www.jsw.in, have been approved by the Board in its meeting held on January 28, 2013. A Committee of Board comprising of three Independent Directors and three Executive Directors are overseeing the same, quarterly. The Chief Sustainability Officer (CSO) implements the sustainability oversight reporting and Grievance Redressal Mechanism.

SEBI vide its Circular No. CIR/CFD/DIL/8/2012 dated August 13, 2012 mandated the top 100 listed entities based on market capitalisation at BSE and NSE, to nclude Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from environmental, social and governance perspective. Pursuant to the above, the stock exchanges included in the listing agreement, a suggested framework of a BRR. Accordingly, the BRR is attached which forms part of the Annual Report.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

(ii) They have selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the Company''s state of affairs at the end of the financial year and of the Company''s profit or loss for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, to safeguard the Company''s assets and to prevent and detect fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

29. APPRECIATION

Your Directors take this opportunity to express their appreciation for the co-operation and assistance received from the Government of India, Republic of Chile, Kenya, Mauritius, Mozambique, Mali, USA and the UK; the state Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Sajjan Jindal

Place: Mumbai Chairman & Managing Director

Date : May 27, 2014

---

Mar 31, 2013

To the Members of JSW STEEL LIMITED,

The Directors take pleasure in presenting the Nineteenth Annual Report of your Company, together with the Standalone and Consolidated Audited Statement of Financial Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs. in crores)

Particulars Standalone Consolidated

FY 2012-13 FY 2011-12 FY 2012-13 FY 2011-12

Gross Turnover 38,763.41 34,658.48 41,463.15 36,719.83

Less : Excise duty 3,375.78 2,598.01 3,368.19 2,596.18

Net Turnover 35,387.63 32,060.47 38,094.96 34,123.65

Add: Other Operating Revenues 104.18 62.19 114.69 244.40

Revenue from Operations 35,491.81 32,122.66 38,209.65 34,368.05

Operating EBIDTA 6,308.82 5,630.80 6,503.92 6,101.89

Add: Other income 260.88 179.30 69.73 76.85

Less: Finance costs 1,724.48 1,186.41 1,967.46 1,427.30

Less:Depreciation and amortisation 1,973.89 1,708.17 2,237.48 1,933.15

Profit before Exceptional items and tax 2,871.33 2,915.52 2,368.71 2,818.29

Less:Exceptional items (367.21) (820.96) (369.37) (824.94)

Profit before taxation (PBT) 2,504.12 2,094.56 1,999.34 1,993.35

Less: Tax expense 702.90 468.70 845.25 500.15

Profit after taxation, but before minority interests and 1,801.22 1,625.86 1,154.09 1,493.20 share of profits/ loss of Associates

Less: Share of profit / (losses) of minority - - (34.34) 18.92

Add: Share of (losses) / profit from Associates (Net):

Excluding exceptional items - - (164.52) (226.21)

Exceptional items - - (60.80) (710.39)

Profit After Tax (PAT) 1,801.22 1,625.86 963.11 537.68 Add:Profit brought forward from previous year 1,987.30 2,788.36 9.34 1,899.35

Amount available for appropriation 3,788.52 4,414.22 972.45 2,437.03

Less: Appropriations:

Transfer from/to Debenture Redemption Reserve (7.82) 125.00 (7.82) 125.00

Dividend on Preference Shares (27.90) (27.90) (27.90) (27.90)

Proposed final Dividend on Equity Shares (223.12) (167.34) (223.12) (167.34)

Corporate Dividend Tax (42.66) (31.68) (42.66) (31.68)

Transfer to General Reserve (181.00) (2,325.00) (181.00) (2,325.77)

Closing Balance 3,306.02 1,987.30 489.95 9.34

2. FINANCIAL HIGHLIGHTS

(A) Standalone Results

The Company produced 8.52 million tonnes of crude steel in FY 2012-13, up 15% over the previous year. Its steel sales grew to 8.87 million tonnes, increased by 14% year on year. The Company took several initiatives during the last financial year viz; 2nd phase of Beneficiation plant, augmented in-bound and out-bound logistics infrastructure to enhance flexibility in utilisation of inputs and despatch of finished products, commissioning of 4th Stove of BF 3 and enhanced product portfolio by completing 2nd phase of HSM II, increased capacities of Colour coated products at Vasind and Tarapur Works and also achieved increased sales volumes through its retail outlets ''JSW Shoppe''. These initiatives helped in achieving impressive growth of volume production and sales.

The Gross Turnover and Net Turnover for the year under review was Rs. 38,763 crores and Rs. 35,388 crores respectively, showed a growth of 12% and 10% respectively. The Operating EBITDA was Rs. 6,309 crores, showed a growth of 12% with an improvement in EBIDTA margins to 17.8%. The net profit after tax was Rs. 1,801 crores showing a growth of 11%, after considering exceptional loss of Rs. 367 crores, due to the significant movement and volatility in the value of the rupee against US dollar.

The net worth of your Company increased to Rs. 19,937 crores as on March 31, 2013, from Rs. 18,497 crores as on March 31, 2012. The Company''s net debt gearing was at 0.82 (compared to 0.69, as on March 31, 2012) and net debt to EBIDTA was at 2.59 (compared to 2.27, as on March 31, 2012).

(B) Consolidated Results

The consolidated Gross Turnover and consolidated Net Turnover for the year under review was Rs.41,463 crores and Rs. 38,095 crores respectively, showed a growth of 13% and 12% respectively. For FY 2012-13, the consolidated Operating EBITDA was Rs. 6,504 crores, showed a growth of 7%. The net profit after tax for Consolidated Company was Rs. 963 crores growth of 79%, after considering exceptional loss of Rs. 369 crores, due to the significant movement and volatility in the value of the rupee against US dollar.

The consolidated net worth of your Company increased to Rs. 17,541 crores as on March 31, 2013, from Rs. 16,967 crores as on March 31, 2012. The Company''s net debt gearing was at 1.11 (compared to 0.98, as on March 31, 2012) and net debt to EBIDTA was at 3.00 (compared to 2.73, as on March 31, 2012).

In accordance with the Accounting Standards AS- 21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting of Investment in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

3. dividend

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 1.00 per share on 10% Cumulative Redeemable Preference Shares of Rs. 10 each of the Company, for the year ended March 31, 2013.

Considering the Company''s performance and financial position for the year under review, the Board has also recommended a dividend of Rs. 10 (100%) per fully paid-up Equity Share of Rs. 10 each of the Company, for the year ended March 31, 2013, subject to the approval of the Members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 261.04 crores, vis-a-vis Rs. 194.49 crores paid for fiscal 2011-12.

On the Scheme referred to in Para 4 of this report, becoming effective, and if equity shares pursuant to the Scheme are allotted to the shareholders of JSW ISPAT Steel Limited before the record date, then equity dividend of Rs. 10 per share will also be payable on these shares, as per Clause 12.1.6. of the Scheme and there would be an additional cash outflow of Rs. 21.77 crores including Corporate Tax on Dividend.

4. scheme of amalgamation

Your Directors in their meeting held on September 1, 2012, have considered and approved a ''Composite Scheme of Arrangement and Amalgamation'' under Sections 391-394 of the Companies Act, 1956 (the "Scheme") amongst the Company, JSW ISPAT Steel Limited ("JSW ISPAT"), JSW Building Systems Ltd. ("JSW Building"), JSW Steel Coated Products Limited ("JSW Steel Coated") (formerly known as Maharashtra Sponge Iron Ltd.) and their respective shareholders and creditors relating to the following matters (to be effected in the sequence set forth herein below), with 1 July 2012 being the appointed date:

(a) Transfer of the ''Kalmeshwar'' undertaking of JSW ISPAT to JSW Steel Coated (an indirect wholly owned subsidiary of the Company).

(b) Transfer of the ''Vasind'' and ''Tarapur'' undertaking of the Company to JSW Steel Coated.

(c) Amalgamation of JSW Building (a wholly owned subsidiary of the Company) with the Company.

(d) Amalgamation of Residual JSW ISPAT with the Company, pursuant to which the shareholders of JSW ISPAT will be entitled to shares of the Company as under:

(i) The equity shareholders of JSW ISPAT will be entitled to 1 (One) fully paid-up equity share of face value Rs. 10/- (Rupees Ten Only) each of the Company for every 72 (Seventy Two) fully paid up equity shares of Rs. 10/- (Rupees Ten Only) each of JSW ISPAT held by them ("Share Exchange Ratio"); and

(ii) The preference shareholders of JSW ISPAT will be entitled to 1 (One) fully paid up non-convertible cumulative redeemable preference share of face value Rs. 10/- (Rupees Ten Only) each of the Company for every 1 (One) fully paid up non-convertible cumulative redeemable preference share of face value Rs. 10/- (Rupees Ten Only) each of JSW ISPAT held by them.

Following implementation of the Scheme and the issue of shares as above, your Company''s aggregate equity capital would stand increased from Rs. 223,11,72,000 to Rs. 241,72,20,440 consisting of 24,17,22,044 equity shares of Rs. 10 each, subject to minor changes, if any, upon rounding off of fractional entitlements. Besides, your Company''s aggregate preference capital would stand increased from Rs. 279,03,49,070 to Rs. 764,44,95,110 comprising of 27,90,34,907 - 10% cumulative redeemable preference shares of Rs. 10/- each and 48,54,14,604 - 0.01% non-convertible cumulative redeemable preference shares of Rs. 10/- each, subject to minor changes, if any, upon rounding off of fractional entitlements.

The Company''s shareholding in JSW ISPAT will stand cancelled under the Scheme. Upon allotment of the new shares, the shareholding of JFE Steel International Europe B.V, the affiliate of the Company''s Foreign Collaborator, JFE Steel Corporation, Japan will stand diluted to 14.92% of the equity share capital of the Company from 16.17%.

The said Scheme has been approved by the requisite majority of shareholders on January 30, 2013 and the Competition Commission of India (CCI) and has the No-objection of the National Stock Exchange of India Limited and that of BSE Limited. On May 3, 2013 the Bombay High Court sanctioned the said Scheme with effect from July 1, 2012, being the appointed date. The certified copy of the Court Order is awaited, on receipt of which the Company will initiate requisite formalities to give effect to the Scheme. Accordingly, the accounting treatment laid out in the Scheme and consequential adjustments that would arise will be dealt with by the Company in the financial statements, once the Scheme is implemented.

5. PROSPECTS

Indian economy witnessed one of its most challenging times during FY''13 with high inflation, elevated interest rates, low industrial production, depreciating Indian Rupee which adversely affected its external trade resulting in skewed trade and fiscal deficits and subdued economic growth estimated at 5%. Country''s under performance was partly due to the muted and uneven Global economic recovery in 2012 with World GDP slowing down to 3.2%.

Outlook for Global economy is expected to progressively improve with more accommodative monetary policies, improving fiscal stability and assuming absence of any adverse events resulting in a gradual restoration of confidence during 2013 through 2014. In accordance, IMF has projected World GDP to grow at 3.3% during 2013 and increasing to 4% in 2014. Positive influence of Global economy coupled with gaining prospects for proactive Reformatory Policy measures is expected to help Indian economy recover with an estimated growth of 6-6.5% during FY''14. Current account deficit is expected to witness a further reduction under a modest recovery of exports, improved inflows & remittances assuming stability in Oil / Gold import basket.

Global Steel sector witnessed a destocking during C.Y. 2012 influenced by growing economic uncertainties coupled with a soft lending for Chinese economy - resulting in a marginal growth of 1.2% each for Global steel production as well as demand. During FY''13, Indian crude steel capacity increased by production increased by 5.4% to 78 million tonnes while domestic demand saw a growth of 3.3% to 73 million tonne. The demand was majorly affected by underperforming investment growing @ 1.7%, depressed industrial growth at 1%, decelerating auto production growing at 2% and Rupee witnessing a sharp depreciation of 14% putting further pressure on margins.

World steel demand is projected to witness an increment of 41 million tonnes moderately up by 2.9% to 1454 million tonnes in C.Y. 2013 with China expected to grow by 3.5% to 669 million tonnes - contributing 46% to World steel demand. However, the large "Effective Surplus" capacity of approximately 350 million tonne coupled with almost stagnant domestic demand projected for major exporting economies including Japan, Korea, Russia and Ukraine remains a major challenge for a sustainable growth of Global steel industry.

In expectation of a normal monsoon, the growing income of farm sector is expected to translate into rising consumption. Further, accelerated approach to reformatory policy initiatives with reducing subsidies, expanding FDI limits in Multiple-brand retail, Insurance, Banking etc., proactive role of Cabinet Committee for Investment for timely clearances of projects coupled with improving industrial production and growing focus on Infrastructure development is expected to witness a more sustainable economic development and growth with a moderate inflation and declining deficits. At the back of a modest economic recovery Indian Steel industry remains optimistically cautious with demand expected to complement the country''s economic performance in FY''14. However, surging imports at incentivized duty rates under the Free Trade Agreements with Korea and Japan coupled with depreciating Indian Rupee remain major challenges for the Indian steel industry.

6. PROJECTS AND EXPANSION PLANS

I. Projects commissioned during FY 2012-13

1. Vijayanagar Works

- Revamped Corex 2 with added feature of Aerial Gas Distribution system (AGD) to increase its capacity from 0.80 MTPA to 0.85 MTPA.

- Enhanced the hot metal capacity in Blast Furnace II from current 1.3 MTPA to 1.4 MTPA by distributing feed burden better and replacing top charging system with improved design.

- Enhanced capacity of HSM II by 1.5 MTPA from 3.5 MTPA to 5 MTPA.

- Completed second phase of Beneficiation Plant, taking the capacity to 20 MTPA.

- Commenced dry quenching of coke from the CDQ project commissioned by JSW Projects Ltd.

- Commissioned 60 tonnes per hour (tph) Blast Furnace gas-fired boiler to minimise flaring of gases from furnaces.

2. Salem Works

- Commissioned 75 tph coke drying unit to reduce coke moisture, leading to substantial savings.

3. Vasind/Tarapur Works

- Enhanced capacity of colour coating line at Tarapur from 0.232 MTPA to 0.276 MTPA.

- Commissioned state-of-the-art new colour coating line with capacity of 0.15 MTPA at Vasind.

- Commissioned a new 300 KL per day capacity effluent treatment plant.

The benefits on commissioning these projects during FY 2012-13 are expected to accrue during FY 2013-14.

II. Projects under Implementation

1) Capacity Enhancement Projects Vijayanagar Works

a) Revamping and enhancing capacity of Corex-1 from 0.80 MTPA to 0.85 MTPA.

b) Augmenting casting capacity at steel melting shop No. 1 by adding 1,600 mm wide caster.

c) Augmenting secondary steel melting capacity by adding one ladle heating furnace.

d) Installing Nodulizer for better granulometry of low-grade iron ore in Sinter Plant No. 1, 2 and 3.

e) Increasing the capacity of Blast Furnace-I from 0.9 MTPA to 1.8 MTPA.

f) Expected commissioning 0.2 MTPA non- grain oriented electrical steel project in FY 2014-15.

Salem Works

a) Installation of Kocks block for reducing and sizing block capacity and quality of bar and rod mill.

b) Automatic inspection line for Blooming Mill, de-bundling, de-barring and second straightener.

Vasind/Tarapur Works

a) Appliance grade Colour Coating Line with a capacity of 0.075 MTPA at Vasind

b) New Galvanising Line with dual pot of Galvalume cum Galvanising line with capacity of 0.2 MTPA at Tarapur.

c) Upgradation of Cold Rolling Mill TM - I & II at Tarapur.

2) Efficiency, Productivity improvement and Cost reduction Initiatives

Vijaynagar Works

a) Installed waste heat recovery system at Sinter Plant 2, 3 and 4.

b) Installed waste heat recovery system at Blast Furnace 4.

c) Utilised surplus gases within the plant to generate power and to achieve zero flaring of gases.

d) Used BOF sludge and fine dust fumes for micro pellet plant.

e) Used mill scale generated from various mills for mill scale briquetting.

f) Installed burner system in existing CPP 3 and 4 boiler for increasing the utilisation of waste gas.

Salem Works

a) Installed 32 tph waste heat recovery boiler.

b) Commissioned new wagon tippler to reduce demurrage and handling loss.

Vasind/Tarapur Works

a) Converted LPG heating system to natural gas system.

b) Commissioned railway siding at Vasind to achieve 100% inward rail movement.

3) Other Projects Vijayanagar Works

CRM II 1st phase, comprising 2.30 MTPA of pickling line, and Tandem Cold Rolling Mill (PLTCM), Continuous Annealing Line (CAL) of 0.95 MTPA and Continuous Galvanising Line (CGL) of 0.4 MTPA, is scheduled to be commissioned in the third quarter of 2013. Moreover, in Phase II, the second CAL line is expected to be commissioned by December 31, 2014.

The Company is also setting up a new melting shop with 1.5 MTPA capacity, comprising Electric Arc Furnace with a 1.5 MTPA billet caster. This new melting shop, along with a new Bar Mill with a capacity of 1.2 MTPA, is scheduled to be commissioned in FY 2014- 15. This project will enable the Company to produce 10 MTPA finished steel at Vijayanagar works.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

In the context of globalising Indian economy and the increase in the number of subsidiaries, the Ministry of Corporate Affairs, vide its General Circular No. 2/2011 dated 08.02.2011 has granted General Exemption to all companies from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company as required under Section 212(1) of the Companies Act, 1956, subject to fulfilment of certain standard conditions generally prescribed while giving specific approvals. The Company will make available these documents/details upon request by any member or investor of the Company/subsidiary companies. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the registered office of the Company and also that of the subsidiary companies.

Details of major Subsidiaries, Joint Venture and Associate Companies are given below:

A. Indian subsidiaries

1. JSW Bengal Steel Limited (JSW Bengal), its subsidiaries Barbil Beneficiation Company Limited, JSW Natural Resources India Limited and JSW Energy (Bengal) Limited (JSWEBL)

JSW Bengal progressed significantly towards setting up an integrated 10 MTPA-capacity steel plant at Sal bo n i, Paschim Medinipur District, West Bengal, in phases (Project). As against the proposed first phase, approval has been received from Ministry of Environment & Forest (MOEF) and Pollution Control Board, for setting up a 3 MTPA integrated steel plant and associated power plant. The first phase also includes development of 2.4 MTPA Kulti- Sitarampur coal blocks and 2.6 MTPA Ichapur coal block, through the Company''s wholly owned subsidiaries.

2. JSW Jharkhand Steel Limited

JSW Jharkhand Steel Limited was incorporated to set up a steel plant in the State of Jharkhand. The company is pursuing various approvals/ clearances for raw material linkages, land acquisition, environmental clearances, among others, for this project.

3. JSW Steel Processing Centres Limited (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is a 100% subsidiary of the Company. JSWSPCL was set up as a Steel Service Centre, comprising of HR/CR Slitter and cut-to-length facility, with an annual slitting capacity of 6,50,000 tonnes. The Company processed 5,22,647 tonnes of steel during FY 2012-13, as compared to 4,99,218 tonnes in the previous year.

4. Amba River Coke Limited (ARCL)

The Company has acquired 100% holding in ARCL to set up 1 MTPA Coke oven to be supplied to JSW ISPAT Steel Limited (JISL) under long-term take or pay contract with return on equity of 25% to the Company. The Coke oven plant, is expected to be completed in two phases commencing from March 2014. It is also in the process of setup a 4 MTPA Pellet Plant which is expected to be commissioned in FY 2014-15.

5. JSW Steel Coated Products Limited (JSW Steel Coated)

JSW Steel Coated (formerly known as Maharashtra Sponge Iron Ltd.) was acquired by wholly owned subsidiary of the company during the year.

Upon the scheme referred to in para 4 of this report becoming effective, ''Kalmeshwar'' undertaking of JSW ISPAT and ''Vasind'' and ''Tarapur'' undertaking of JSW Steel will be transferred to JSW Steel Coated Products Limited from the appointed date.

B. Overseas Subsidiaries

1. JSW Steel (Netherlands) B.V. (JSW Netherlands)

JSW Steel (Netherlands) B.V. is a holding Company for subsidiaries based in USA, UK, Chile and East Africa. It also has 49% equity holding of Georgia-based Geo Steel LLC, incorporated under the laws of Georgia. The Company also invested in the US in the plate and pipe mill and coal mining assets. Besides, it also invested in iron ore mining concessions in Chile and fixed assets at the UK through the following step-down subsidiaries.

(a) JSW Steel Holding (USA) Inc. and its subsidiaries viz. JSW Steel (USA) Inc - Plate and Pipe Mill Operation and Periama Holdings LLC and its subsidiaries - West Virginia, USA- based Coal Mining Operation.

Plate and pipe mill operation

During FY 2012-13, the US plate and pipe mill''s performance continued to be impacted due to challenging economic environment in USA, resulting in lower capacity utilisation. For FY 2012-13, 339,165 net tonnes of plates and 84,874 net tones of pipes were produced with capacity utilisation of 35% and 15%, respectively.

During FY 2014, the US operations are expected to progress in terms of operational performance with enhanced capacity utilisation.

Coal mining operation

JSW Steel Holding (USA) Inc. has 100% equity interest in coal mining concessions and integrated rail and barge load out facility in West Virginia, USA.

While some of the mines are currently operational, statutory clearance/permits for other mines are in advanced stage of approval.

(b) JSW Panama Holdings Corporation and Chilean subsidiaries, namely Inversiones Eurosh Limitada (IEL), Santa Fe Mining (SFM) and Santa Fe Puerto S.A (SFP)

During FY 2012-13, contract mining activity with a capacity of 1 MTPA through dry process route was undertaken. The Company received 12 shipments of iron ore concentrate, aggregating to 0.94 million tonnes.

Work on establishing a wet beneficiation plant is currently being pursued and necessary statutory and environmental approvals are awaited.

(c) JSW Steel East Africa Limited (JSWSEAL)

JSWSEAL has rights to explore manganese ore in Coast Province, Kenya, under Memorandum of Understanding (MoU) with the Government of Kenya.

The Company has completed Phase-I exploration activities for identifying prospective area for manganese ore in Coast Province, Kenya. The Phase-I final report is under preparation, which will indicate the probable areas with the potential of manganese ore occurrence.

The Company is also identifying manganese- bearing areas outside Coastal Province to enhance its exploration portfolio in Kenya.

2. JSW Natural Resources Limited (JSWNRL) and its subsidiaries JSW Natural Resources Mozambique Lda (JSWNRML), JSW ADMS Carvao Lda

JSW Natural Resources Limited was incorporated in Mauritius to acquire coal assets/other assets relating to the steel business.

JSW Natural Resources Limited formed a wholly owned subsidiary - JSW Natural Resources Mozambique Lda in Mozambique - to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese ore.

JSW Natural Resources Mozambique Lda, along with its subsidiary JSW ADMS Carvao Lda, has a coal mining licences in Mutarara and Zumbo District of Tete Province. The Company has carried out general exploration activities for preliminary evaluation of the quantity and quality of coal in this area. It has also initiated activities, like pre-feasibility study, EIA report and others, which are necessary to apply for mining license.

A step-down subsidiary of JSW Natural Resources Limited, Mauritius, has been incorporated in Mali under the name of JSW Mali Resources SA. It aims to invest in and / or acquire iron ore assets in the country through Exploration Permits/Licenses.

C. Joint Venture Companies

1. Geo Steel LLC

Georgia-based Joint Venture, Geo Steel LLC, in which your Company holds 49% equity through JSW Steel (Netherlands) B.V., set up a steel rolling mill in Georgia, with a production capacity of 175,000 tonnes. Geo Steel produced 1,17,127 tonnes of rebars and 1,40,780 tonnes of billets during 2012-13. The net turnover was USD 73.42 million.

2. Rohne Coal Company Private Limited

Rohne Coal Company Pvt. Ltd. is a joint venture with three other partners. Forest clearance and mining lease proposals are being pursued with government authorities. Jharkhand State Pollution Control Board has accorded NOC for Consent to Establish. Prior approval by Ministery of Coal has been received for Mining Lease & Prospecting Lease.

3. 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, along with four other partners, agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha.

The Government of India decided to allot 1522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfields Limited, a Public Sector Company holds 60% of the Equity.

4. Gourangdih Coal Limited

Gourangdih Coal Ltd (GCL) is a 50:50 Joint Venture between JSW Steel Limited and Himachal EMTA Power Corporation Ltd (HEPL). It has been incorporated to develop and mine coal from West Bengal''s Gourangdih, ABC thermal coal block. It is currently having pre-mining activities. A mining plan was submitted to the government authorities and is under consideration.

In November 2012, the Ministry of Coal, Government of India, issued de-allocation letter citing the recommendations of the Inter-Ministerial Group (IMG) of unsatisfactory progress, both in development of coal mine and implementation of end-use plants. The Ministry intimated its decision to de-allocate the Gourangdih ABC coal block in the state of West Bengal from the joint allocates, i.e. HEPL and JSW. It also aimed to forfeit 50% of Bank Guarantee amounting to Rs. 6.67 crores. Further, the co-allocates shall not be eligible for allocation of any alternative coal block in lieu of the de-allocated coal block.

Both the co-allocatees (HEPL and JSW Steel) have filed separate legal proceedings challenging the recommendation of the IMG. In the Writ Petition filed by JSW Steel before Delhi High Court, the High Court passed an interim order that if Ministry of Coal intends to encash the Bank Guarantee, three working days prior notice shall be given to JSW Steel. Himachal EMTA filed a separate Writ Petition before High Court of Himachal Pradesh and obtained stay of operation of the recommendation of IMG.

5. Toshiba JSW Turbine and Generator Private Limited

Toshiba JSW Turbine and Generator Private Limited is a Joint Venture with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.46% by JSW Energy Limited and 2.54% by the Company. This Joint Venture aims 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 Company has commenced the production activity for supply of 3 X 800 MW Supercritical Turbine and Generators sets for Kudgi Power plant, Karnataka and 2 X 660 MW Supercritical Turbine sets for Meja Power Project, Uttar Pradesh, under the orders recently received from National Thermal Power Corporation. The Company has decided to expand the Manufacturing facility to enhance annual production capacity from 3,000 MW to 6,000 MW and construction work for the same is under progress.

6. Vijayanagar Minerals Private Limited (VMPL)

According to the order of the Hon''ble Supreme Court to stop all mining operations in Bellary District in Karnataka, activities from Thimmappanagudi Iron Ore Mines (TIOM) operated by VMPL was halted since July 2011. VMPL operations and financial results were affected due to the above reasons during FY 2012-13. TIOM mines are classified under category A by the Central Empowered Committee (CEC).

7. JSW Severfield Structures Limited and its subsidiary JSW Structural Metal Decking Limited

JSW Severfield Structures Limited (JSSL) is operating a structural steelwork facility to design, fabricate and erect structural steelwork and ancillaries for construction projects with a total capacity of 35,000 TPA at Bellary, Karnataka. The Company has produced 36,067 tonnes during the year. Its order book stood at Rs. 228 crores (21,751 tonnes), as on March 31, 2013. The Company is implementing an expansion of its facility with estimated cost of Rs. 56 crores to increase the production capacity from 35,000 TPA to 55,000 TPA which to be commissioned in FY 2013-14.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in the business of designing, roll forming and installation of structural metal decking and ancillaries. These include deals in shear connectors for construction projects, with a total plant capacity of 10,000 TPA at Bellary, Karnataka. The Company has orders of around 1,50,000 square meters, as on March 31, 2013.

8. JSW MI Steel Service Center Private Limited (MISI JV)

JSW Steel and Marubeni-Itochu Steel signed a Joint Venture Agreement on September 23, 2011, to set up Steel Service Centres in India.

The JV Company, JSW MI Steel Service Center Pvt. Ltd., proposes to set up its Steel Service Centres in North India (NCR) and in West India (Near Pune) with an initial installed capacity of 0.18 MTPA (Phase-I), which will subsequently be enhanced to 500,000 TPA. The project is estimated to be completed within 12 months from the date of land acquisition.

The Service Centres will be equipped to process flat steel products, such as hot rolled, cold rolled and coated products, to offer just- in-time solutions to the automotive, white goods, construction and other value-added segments.

D. Associate Companies

1. Jindal Praxair Oxygen Company Private Limited (JPOCL)

The oxygen plants of JPOCL have been working satisfactorily with the primary aim to meet the requirements of steel plant operations at Vijayanagar Works. During FY 2012-13, the production of the oxygen plant of JPOCL was as follows: gaseous oxygen - 887 million Nm3; gaseous nitrogen - 302 million Nm3; Liquid oxygen - 40 million Nm3; Liquid nitrogen - 24 million Nm3; and Argon - 11 million Nm3.

2. JSW Ispat Steel Limited (JISL)

Revenue(net) from operations (standalone) for the financial year (9 months) ended 31st March 2013 was Rs. 8113 crores and EBIDTA was Rs. 737 crores . After providing for finance cost and depreciation and considering other income and exceptional items as well as deferred tax asset, net profit for the financial year was Rs. 86 crores , compared to net loss of Rs. 317 crores during the previous financial year (12 months) ended 30th June 2012.

Highest production of Hot Metal and Sinter was recorded during the period. Production of Hot Rolled Coils at Dolvi Unit was 1.95 MnT, registering a capacity utilisation of 79%.

The auditors of JISL have qualified recognition of net deferred tax assets of Rs. 2381 crores as at 31st March 2013. In view of various measures undertaken by JISL for enhancing operating efficiency, tie-up of reliable alternate sources of power and critical inputs, setting-up of crucial projects aimed at achieving raw material integration , major savings in input costs as well as future profitability projections and the envisaged Composite Scheme of Amalgamation and Arrangement, JISL is virtually certain that there would be sufficient taxable income in future , to claim the tax credit.

Company holds 46.75% stake in JISL as on March 31, 2013. Company has not considered deferred tax assets while recognizing its proportionate share of profit/ losses from JISL

8. CREDIT RATING

Your Company''s credit rating for the long-term debt/facilities/NCDs is "AA" by Credit Analysis & Research Ltd. (CARE). CARE continues to rate the Company''s short-term debt/facilities at the highest level of A1 .

With improvements in availability of iron ore and clarity on the impact of merger of JSW ISPAT Steel Limited, the rating has been removed from credit watch.

The rating continues to derive strength from your Company''s significant presence in India''s steel sector, proven management capability and well diversified mix of value-added and upstream products.

AA rating for long-term/medium-term debt/ facilities/NCDs indicates a high degree of safety regarding timely servicing of financial obligations and very low credit risk.

A1 rating for short-term debt/facilities is the highest in the category and indicates a very strong degree of safety regarding timely payment of financial obligations and lowest credit risk.

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, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. SHARE CAPITAL

There was no change in the Company''s share capital during the financial year under review.

At the end of 2012-13, your Company''s paid up equity share capital remained at Rs. 2,23,11,72,000 (comprising of 22,31,17,200 equity shares of Rs. 10 each).

11. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN

The Company signed a Strategic Collaboration Agreement with JFE Steel Corporation, Japan, in 2010. In line with this agreement, both companies entered into an agreement to collaborate in automotive steel manufacturing at Vijayanagar works.

Keeping in view its strategy to increase its portfolio of value-added products, the Company continued to collaborate with JFE in the field of electrical steel by signing various agreements in the month of November 2012.

Electrical Steel is a high-grade product, which has experienced scant development in India, as the technology required is largely inaccessible. Due to the technological constraints involved in the production of Electrical Steel, the market is significantly dependant on imports.

The Company plans to set up cold rolled non- grain oriented (CRNO) manufacturing facility of 0.6 MTPA capacity at its integrated steel works at Vijayanagar. The first phase of the facility shall produce 0.2 MTPA CRNO. To meet its target, the Company has already placed order for major equipment; these are expected to be commissioned by FY 2014-15.

12. IRON ORE STATUS

The Hon''ble Supreme Court of India cited environmental violations and banned mining iron ore in Karnataka''s Bellary, Chitradurga and Tumkur districts. The apex court, on representation made by the steel industry in Karnataka, granted relief to the National Mineral Development Corporation (NMDC) in mining. It allowed it to mine 1 MnT iron ore per month and make the material available to steel companies through E-auction. It also permitted e-auction of 1.5 MnT of iron ore per month from the total stock pile of 25 MnT.

The E-auction process commenced on September 14, 2011. However, due to several procedural, logistics and pricing constraints, the steel companies could not get a regular supply of iron ore in adequate quantities.

The apex court, Central Empowered Committee (CEC), Monitoring Committee and State Government, took several steps to smoothen the process of E-Auction and ensure quick dispatch of auction material from time to time.

In September, 2012, the Hon''ble Supreme Court allowed resumption of mining operations in 18 Category ''A'' mining leases, subject to compliance with all the statutory requirements. This resumption also helped satisfy the Monitoring Committee on implementation of Reclamation and Rehabilitation (R&R) plan. According to the Category ''B'' mines requirements, such as compensatory payment, implementation of R&R Plans, payment of guarantee money based on estimates from each mines, reimbursement of 15% of the sale proceeds to fulfil the needs of the monitoring Committee and undertaking for payment of additional penalty are to be complied with prior to the resumption of mining in Category B mines.

Subsequently, on April 18, 2013, the Hon''ble Supreme Court of India allowed resumption of all mining operations in the remaining Category A mines. The apex court also allowed resumption of all mining operations in Category B mines, subject to compliance with the terms and conditions stipulated by CEC. While sale of sub-grade iron ore was allowed by the apex court, mining licences of all Category C mines were cancelled. A transparent bidding process for allotment of the said mines was ordered.

With this, the estimated quantity of iron ore that could be available for the industries from the fresh production reached around 20 MTPA for FY 2013- 14 vis-a-vis demand of more than 30 MTPA. The shortfall is likely to be met by the sub-grade of iron ore, as may be cleared by the Hon''ble Supreme Court. The Department of Mines Geology has identified around 7 MnT of sub-grade iron ore in Bellary, which is likely to be put for sale in the coming months.

13. SEARCH AND SEIZURE OPERATIONS BY INCOME TAX AUTHORITIES

Further to the search and seizure operations by the Income-tax Authorities in March 2011, the Department issued Notice u/s 153A (a) of the Income Tax Act, 1961, dated October 24, 2011 for submission of Income Tax Returns u/s 153A (a) from Assessment Year 2005-06 to 2010-11 in pursuance of the search conducted u/s 132 of the Income Tax Act, 1961. The Company has filed return in response to notices and furnished details and explanations as required by authorities. Assessments have been completed for Assessment Year 2005-06 to 2007-08 and is in progress for remaining years.

14. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)

During FY 2007-2008, your Company had issued 3,250 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of USD 100,000 each, due on June 28, 2012 (ISIN XSO302937031) to international investors to part-finance the capital expenditure programme of the Company. These coupons aggregated to USD 325 million. Each bond was convertible into equity shares of the face value of Rs. 10 each of the Company at a conversion price of Rs. 953.40 per share, at any time on or after August 7, 2007, unless previously redeemed, converted or purchased and cancelled. The principal amount of FCCBs outstanding after conversion of eight bonds and repurchase and cancellation of 15.36% of the remaining outstanding FCCBs aggregating to USD 49.80 million was USD 274.40 million.

As per the terms of issue of the Zero Coupon Convertible Bonds, your Company has redeemed the FCCBs at 142.801% of the outstanding principal amount of USD 274.40 million. The Company has, thus fully discharged its obligation towards the holders of these FCCBs, by making payment aggregating to USD 391.85 million (inclusive of redemption premium) to the Principal Paying Agent, Citibank N.A., London, on 28.06.2012.

As a result of the above redemption, there has been no dilution in the Company''s equity share capital, which would have otherwise occurred through the issue of 1,15,93,069 equity shares of Rs. 10 each, arising out of such conversion of the said FCCBs.

15. EXTERNAL COMMERCIAL BORROWING OF USD 275 MILLION (INCLUDING A GREEN SHOE OPTION OF USD 75 MILLION) WITH A CONVERTIBILITY OPTION

The Company had entered into an indicative, non-binding term sheet with an arranger for an external commercial borrowing (ECB) of USD 275 million, which included a green shoe option of USD 75 million.

The lenders of the ECB facility were to have an option to convert, in whole or in part, the outstanding ECB at a conversion price of Rs. 892.99 per share into fully paid equity shares of face value of Rs. 10 each, with full voting rights (Equity Shares) or into Global Depository Receipts (GDRs) with underlying Equity Shares subject to necessary approvals.

Since the necessary approval from the relevant regulatory authority was not received, your Company decided not to go ahead and the transaction stands withdrawn.

16. DIRECTORS

Mr. Anthony Paul Pedder, Mr. Uday M. Chitale and Dr. Vijay Kelkar, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mrs. Punita Kumar Sinha who was appointed by the Board of Directors of your Company in its meeting held on October 28, 2012 as an Additional Director w.e.f. October 28, 2012 pursuant to Section 260 of the Companies Act, 1956 and in terms of Article 123 of your Company''s Articles of Association holds office upto the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 257 of the Companies Act, 1956 from a shareholder of your Company, signifying his intention to propose the name of Mrs. Punita Kumar Sinha for appointment as a Director of your Company.

The proposals regarding the appointment/ re-appointment of the aforesaid Directors are placed for your approval.

Other changes in the Board of Directors of your Company, during the year under review, are as follows:

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) nominated Dr. Sandeep Dave, IAS, as its nominee on your Company''s Board in place of Dr. Rajneesh Goel, IAS, with effect from October 5, 2012. Subsequently, KSIIDC nominated Mr. P.B. Ramamurthy, IAS, as its nominee on your Company''s Board in place of Dr. Sandeep Dave, IAS with effect from December 5, 2012.

JFE Steel Corporation nominated Mr. Hiromu Oka as its nominee on the Board of the Company, in place of Mr. Yasushi Kurokawa, with effect from May 23, 2013.

Dr. Vinod Nowal, Director & CEO has been re- designated as Dy. Managing Director with effect from May 23, 2013.

Your Directors place on record their deep appreciation of the valuable services rendered by Dr. Rajneesh Goel, Dr. Sandeep Dave and Mr. Yasushi Kurokawa during their tenure as Directors of the Company.

17. AUDITORS AND AUDITOR''S REPORT

M/s. Deloitte Haskins & Sells, Chartered Accountants, auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to continue as auditors of the Company, if appointed. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Act.

Explanation to Auditor''s Comment

- Auditors have, in their report for the year, drawn attention to note no. 26 (4), relating to the Scheme of Amalgamation and Arrangement sanctioned by the Hon''ble High Court of Judicature at Bombay on May 3, 2013. The certified copy of the Court Order is awaited. On receipt of the certified copy, the Company will initiate requisite formalities to implement the Scheme. Accordingly, therefore, the accounting treatment laid out in the Scheme and consequential adjustments that would arise will be dealt with by the Company in the financial statements, once the Scheme is implemented.

The above note, forming a part of the Accounts referred to in Auditors'' Report of the Company, is self-explanatory and, therefore, does not call for any further explanation under Section 217 (3) of the Act.

- Auditors have, in their report, drawn attention to note no. 26(5) of accounts for the year, relating to the Company''s assessment that no provision against the carrying amounts of its long-term strategic investment and loans extended to its subsidiary, JSW Steel (USA) Inc. of Rs. 3,155.65 crores is presently necessary.

According to the Board of Directors, considering recent independent valuation of the underlying fixed assets, review and assessment of business plans and expected future cash flows of JSW Steel (USA) Inc., the decline in carrying amounts of investment and loans is temporary and no provision is required.

18. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed (Annexure "A") hereto and forming a part of the report.

19. EMPLOYEE STOCK OPTION PLANS (ESOP):

The Board of Directors of your Company at its meeting held on 26.07.2012 formulated the JSWSL Employees Stock Ownership Plan 2012 ("ESOP Plan") with an objective of achieving sustained growth of the Company and creation of shareholder value by aligning the interests of the employees with the long term interests of the Company.

The ESOP Plan involving acquisition of Shares from the Secondary market was being implemented through the JSW Steel Employees Welfare Trust ("Trust"). 49,97,493 equity shares of the Company were acquired from the secondary market for transfer by the Trust to the employees upon exercise of their options. Out of these, options in respect of 49,36,940 equity shares (including employees of Indian Subsidiaries/ Associate Entities) have already been granted pursuant to the ESOP Plan.

SEBI vide Circular No. CIR/CFD/DIL/3/2013 dated January 17, 2013 made amendments to Equity Listing Agreement and the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI (ESOS and ESPS) Guidelines, 1999") which inter alia prohibits ESOP/ ESPS Schemes acquiring securities of the Company from the secondary market. In order to comply with the provisions of the Circular, the Company has taken the following steps:

- The options which have been granted under the ESOP Plan i.e. 49,36,940 shares shall vest as per the vesting schedule and the Trust shall continue to hold these shares till the options are exercised or until 30.09.2017.

- The shares for which options are not exercised by 30.09.2017 shall be disposed off and the net proceeds after taxes, if any, shall be used by the Trust to repay the loans to the Company and the surplus, if any, will be used for the benefits of the employees in accordance with the terms of Trust Deed and the Plan.

- The ESOP Plan has been terminated and accordingly no further grants under the Plan will be made.

Information relating to the JSWSL Employees Stock Ownership Plan - 2012 is given in Annexure "B" to the Directors Report.

20. ENVIRONMENTAL INITIATIVES

The Company has undertaken various measures to address safety and environmental issues at its plant locations.

Vijayanagar

- Commissioned water recycle system at Gourd Pond-3 to reuse about 2,000 m3 of water per day.

- Commissioned coke dry quenching facilities in coke-3 to recover waste energy; the system also incorporates the modified coke bucket with cover to reduce coke emission during the coke quenching process.

- Commissioned five bag filters in the iron- making area to reduce fugitive dust during material transportation.

- Installed 12 bag filters in the lime calcinations area.

- Started water reuse from slime pond (approx 300m3/hr).

- Commissioned waste water treatment and recirculation scheme at Coke Oven.

- Recovers iron value in the iron ore slime by using a specially developed slime beneficiation technology..

- Installed 0.2 MTPA Mill Scale Briquetting plant and 0.6 MTPA Micro Pellet Plant for waste reuse.

- Commissioned waste heat recovery system at Blast Furnaces 3 and 4.

- Established environment control centre for environment data capture and information dissemination.

Salem

- Installed and commissioned fugitive dust collecting system of energy optimising furnace I and II and blast furnace - II of cast house to collect secondary emission and minimise atmospheric emission levels of suspended particulate matters (SPM) and respirable suspended particulate matters (RSPM).

- Provided windscreen around the plant periphery to control dusts.

- Recertified Environmental Management System (EMS) - ISO 14001: 2004 by the certification agency M/s Bureau Veritas Certification and valid till 22 July, 2016.

- Connected online ambient air quality monitoring station with air care centre of TNPCB.

- Tested the usage of EOF Slag in place of stones in dynamically loaded foundations.

- Minimised usage of and eliminated High TDS wastewater in CPP II by 100% utilisation of raw water as cooling water makeup.

- Incinerated used oil and oil chocked cotton waste in-house.

- Started and stabilised the use of EOF slag in place of iron ore as coolant at EOF.

- Utilised external waste, at 50 kgs / t in SP 1 and 20 kgs / t in SP 2 of iron oxide waste charging at Sinter plant.

- Used BF slag as ballast in the new railway siding.

Vasind and Tarapur

- Installed new ETP to cater to CCL effluents, along with existing effluent commissioned in February 2013; the quality of treated effluents is suitable for recycling them for CCL requirements.

- Installed multi-effect evaporator to achieve zero liquid discharge.

- Carried out rain water harvesting projects across the plant; collected rain water from all the sources and used to meet water requirement of the process (Saving of 5,000 KL water).

- Obtained consent to operate from Maharashtra Pollution Control Board (MPCB) for steel process and captive power generation, which were valid for three years; received consent to establish for the upcoming projects.

21. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out in the Annexure to the Directors Report. 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 for a copy.

22. CERTIFICATION AND RECOGNITION

Your Directors have pleasure in informing you that all the Company''s Vijayanagar townships, viz. Vidyanagar, Vijay Vittal Nagar and Shankargudda townships, have been accredited for quality, environment systems, safety and health systems in operations and maintenance of residential townships. The townships received the following certifications:

1) ISO 9001 : 2008

2) ISO 14001 : 2004 Cor.1:2009

3) BS OHSAS 18001 : 2007

23. AWARDS AND ACCOLADES

Your Company and its employees received the following awards during the year under review:

1. Conferred the Excellent Energy-efficient Unit award by CII at the 13th National Award for Excellence in Energy Management 2012 on August 22 and 23, 2012 at HICC, Hyderabad.

2. Awarded the CII-EXIM Bank Award for Business Excellence in the category, Commendation Certificate for Significant Achievement towards Business Excellence, for JSW Steel, Vijayanagar Works on November 5, 2012, at Bangalore.

3. Conferred the National Sustainability Award on November 16, 2012, when the Company emerged as first among India''s Integrated Steel Plants by Indian Institute of Metals.

4. Awarded in the Commendation Certificate in the Manufacturing Category of the IMC Ramkrishna Bajaj National Quality Award 2012 by Indian Merchant Chambers on March 13, 2013.

5. Ranked fourth among the best 34 operating steel plants globally according to the World Steel Dynamics, World Class Steelmakers Ranking, on January 2013.

6. Emerged first in the Best Fuel-efficient Boiler Category 2012 (JSW Steel, Captive Power Plant -2. Toranagallu, Bellary) at the State Level Safety Competition on March 4, 2013, on the eve of 42nd National Safety Day Celebrations.

7. Received the Businessworld - FICCI CSR recgonisation for 2011-12 for commendable work in CSR.

24. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors'' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexures to this report.

25. BUSINESS RESPONSIBILITY/ SUSTAINABILITY REPORTING

Your Company is fundamentally committed to sustainable business and to the nine principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, it has been pursuing in spirit. It has also been reporting on GRI framework assured by third party independently on International Standards for Assurance Engagements (ISAE) 3000. The policies in the context of these principles, given on the Company''s website, www.jsw.in, have been approved by the Board in its meeting held on 28.01.2013. A Committee of Board comprising of three Independent Directors and three Executive Directors are overseeing the same, quarterly. The Chief Sustainability Officer (CSO) structure implements the sustainability oversight reporting and Grievance Redressal Mechanism.

26. DIRECTORS'' RESpONSIBILITY Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

(ii) They have selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the Company''s state of affairs at the end of the financial year and of the Company''s profit or loss for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, to safeguard the Company''s assets and to prevent and detect fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

27. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Kenya, Mauritius, Mozambique, Mali, USA and the UK; the state Governments of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

May 23, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors take pleasure in presenting the eighteenth Annual Report of your Company, together with the Standalone and Consolidated Audited Statement of Financial Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in crores)

Particulars Standalone

F. Y. F.Y. 2011-12 2010-11

Gross Turnover 34,658.48 25,092.09

Less : Excise duty 2,598.01 1,967.52

Net Turnover 32,060.47 23,124.57

Add: Other Operating Revenues 62.19 242.54

Revenue from operations 32,122.66 23,367.11

Operating EBIDTA 5,630.80 4,776.90

Add: Other Income 179.30 234.51

Less: Finance costs 1,186.41 854.17

Less: Depreciation and amortization 1,708.17 1,378.71

Profit before Exceptional Items and Tax 2,915.52 2,778.53

Less: Exceptional Items 820.96 -

Profit before Tax (PBT) 2,094.56 2,778.53

Less: Tax expense 468.70 767.86

Profit after Taxation but before minority interests and share of 1,625.86 2,010.67 profits/loss of Associates

Less: Share of Profit / (Losses) of Minority

Add: Share of (Losses) / Profit from Associates (net)

Excluding exceptional items

Exceptional items

Profit for the year (PAT) 1,625.86 2,010.67

Add: Balance in profit and loss account 2,788.36 5,327.78

Amount available for Appropriation 4,414.22 7,338.45 Less: Appropriations:

Transfer from Debenture Redemption Reserve 125.00

Dividend on Preference Shares (27.90) (27.90)

Proposed Final Dividend on Equity Shares (167.34) (273.32)

Corporate Dividend Tax (31.68) (48.87)

Transfer to General Reserve (2,325.00) (4,200.00)

Closing balance 1,987.30 2,788.36

2. FINANCIAL HIGHLIGHTS

(A) Standalone Results

The year under review was challenging due to non-availability of Iron ore caused by imposition of ban on Iron ore mining by the Honourable Supreme Court of India in the State of Karnataka. Inspite of this constraint the Company achieved a volume growth over previous year of 16% in crude steel production during the current year. It had achieved crude steel production of 7.429 million tonnes and volume of sales of 7.815 million tonnes. The growth in volumes could be achieved due to commissioning of the 3.2 mtpa Crude Steel Expansion Project at Vijayanagar Works in Q2 of 2011-12 enhancing the Crude Steel manufacturing capacity to 10 mtpa. The overall steel manufacturing capacity of the Company Stood at 11 mtpa. With the completion of this expansion project, the Company has scaled new heights as a leading player in the steel industry in the country. The Expansion facilities stabilized quickly and achieved hot metal production of 1.135 million tonnes during the current year, which worked out to around 72% of the Installed capacity.

The Gross Turnover and Net Turnover for the year stood at Rs. 34,658 crores and Rs. 32,060 crores, respectively, showing a growth of 38% and 39% over the previous year mainly driven by growth in volumes.

The operating EBIDTA for the year was Rs. 5,631 crores and operating EBIDTA margin for the year was 17.53%. Your Company posted PAT of Rs. 1,626 crores after considering exceptional item (Foreign exchange loss) of Rs. 821 crores. Due to the unusual depreciation in the value of the Rupee against US Dollar during the previous fi scal, the net loss of Rs. 821 crores on restatement of foreign currency monetary items at close of the year has been considered by the Company to be exceptional in nature.

In view of the rulings viz permitting National Mineral Development Corporation (NMDC) to mine 1 million tonne per month to be supplied to steel industry and sale of around 25 million tonnes of Iron ore stock pile through E-Auction, the Company could operate the plant at about 80% capacity in the year under review. Had the constraints of Iron ore supply not been there, the performance could have been much higher.

(B) Consolidated Results

As per the Consolidated Financial Statements, the Gross Turnover, Net Turnover, operating EBIDTA and PAT of the Company are Rs. 36,720 crores, Rs. 34,124 crores, Rs. 6,102 crores and Rs. 538 crores, respectively.

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting of Investment in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs.1.00 per share on the 27,90,34,907, 10% Cumulative Redeemable Preference Shares of Rs.10 each of the Company, for the year ended March 31, 2012.

The Board has also, considering the Companys performance and financial position for the year under review, recommended a dividend of Rs. 7.50 (75%) per fully paid-up Equity Share of Rs.10 each of the Company, for the year ended March 31, 2012, subject to the approval of the Members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, the total outflow on account of equity dividend will be Rs. 194.49 crores, vis-à-vis Rs. 317.66 crores paid for fiscal 2010-11.

4. PROSPECTS

Indian GDP is estimated at 7.6% in FY 2012-13 as per Prime Ministers Economic Advisory Council (PMEAC). Indian steel demand is also expected to track GDP growth supported by easing interest rate cycle and resultant revival in infrastructure, construction, industrial and manufacturing sectors. Prediction of good monsoon in the current year, declining commodity prices globally, lower interest rates are positives to spur economic activity in the country. Notwithstanding, fragile recovery in US, Sovereign debt crisis in Europe and slow down in China, domestic demand/consumption is one of the primary drivers of Indian Economy, to be optimistic to show a GDP growth of above 7%. The Company expects opening of category A Iron ore mines in the near future followed by category B mines improving the availability of Iron ore and consequently improve performance of the company.

5. PROJECTS AND EXPANSION PLANS

The progress made on various projects were as follows:

Vijayanagar Works

(a) Projects commissioned during FY 2011-12

The 3.2 mtpa expansion project at Vijayanagar works was completed and commissioned during the last financial year.

Other projects completed during the year include:

- 4.2 mtpa - Pellet Plant 2.

- 300 MW - Captive Power Plant (CPP 4).

(b) Projects under progress

- 2.3 mtpa – Cold Rolling Mill Complex, being executed in two phases, the first phase is expected to be commissioned in FY 2013-14 and second phase in FY 2014-15.

- 2nd Phase (1.5 mtpa) of New Hot Strip Mill, taking the rolling capacity to 5 mtpa by September 2012.

- 2nd Phase of Beneficiation Plant 2, taking total capacity to 20 mtpa by FY 2012-13 in phased manner.

(c) Projects proposed

- The Company has assessed the existing facilities at Vijayanagar works and started working on increasing plant capacity from 10 mtpa to 12 mtpa. Total project cost is about Rs. 2,695 crores The project is expected to be commissioned in FY 2013-14.

Salem Works

(a) Projects commissioned during F.Y. 2011-12

- Blooming mill phase 2 commissioned in June 2011, taking the total capacity to 0.5 mtpa. Ramping up of production is under progress.

(b) Projects under progress

- Installation of reducing and sizing block for capacity and quality enhancement of bar and rod Mill. Expected to be commissioned in Mar 13.

- Automatic inspection for blooming mill products to cater to reputed customers. Expected to be commissioned in Feb 13.

Vasind Works

(a) Projects commissioned during FY 2011-12

- Natural Gas pipeline project (completed during Feb, 2012)

Gas pipe line of 7.6 km was laid down along the National Highway, replacing use of natural gas in lieu of LPG/Furnace oil.

(b) Projects under progress

- Colour Coating Line Project

Two colour coating line with an aggregate capacity of 0.225 mtpa are in progress and to be commissioned in FY 2012-13.

Tarapur Works

Upcoming Projects in 2012-13

- Upgradation of Cold Rolling Mill (TM1) to enhance production capacity from 0.05 mtpa to 0.225 mtpa.

- New Galvanizing Line (CSD5) with dual products of Galvanised and Galvalume Steel with an annual capacity of 0.2 mtpa.

- Upgradation of Cold Rolling Mill (TM2) to enhance production capacity from 0.06 mtpa to 0.1 mtpa.

- Upgradation of Colour Coating Lines (CCL-1 & CCL-2) to enhance production capacity from 0.180 mtpa to 0.276 mtpa.

6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

In the context of globalising Indian economy and the increase in the number of subsidiaries, the Ministry of Corporate Affairs, vide its General Circular No. 2/2011 dated 08.02.2011 has granted General Exemption to all companies from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company subject to fulfilment of certain standard conditions generally prescribed while giving specific approvals. The Company will make available these documents/details upon request by any member or investor of the Company/subsidiary companies. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the registered office of the Company and also that of the subsidiary companies.

Details of major Subsidiaries, Joint Venture and Associate Companies are given below:

A. Indian subsidiaries

1. JSW Bengal Steel Limited (JSW Bengal), its Subsidiaries Barbil Beneficiation Company Limited, JSW Natural Resources India Limited and JSW Energy (Bengal) Limited (JSWEBL)

JSW Bengal Steel Limited achieved good progress in connection with setting up an integrated steel plant in the State of West Bengal. While 33 Kms boundary wall work was completed over 4300 acres of land at Salboni, JSWBSL commenced construction of residential complex named "Ankur" for employees to be accommodated during plant construction and operation. All major survey work has already been completed at the site. Power as well as water for construction are available at the site. A reputed Canadian and Chinese joint venture company, M/s. HATCH-CISDI International is preparing basic design and plant layout for a 10 mtpa integrated steel plant along with a 1,620 mw power plant at Salboni. The Company already received 75 mgd water allocation letter for sourcing water from Rupnarayana river and the route for laying a water pipeline has also been fi nalised. The work of ROW for the proposed 68 Kms water pipeline is in progress.

The drilling as well as three dimensional High Resolution Seismic Survey (3 DHRSS) have been successfully completed at Kulti-Sitarampur coal block by JSW Natural Resources India Ltd. In line with the MoEF clearance that has already been received for the steel plant, it is proposed to implement the project in phases, subject to satisfactory tie up of iron ore, to enable financial closure and approval of MoEF for mining activities.

Target date for start of first phase of commercial production in Bengal projects is FY 2015-16.

2. JSW Jharkhand Steel Limited

JSW Jharkhand Steel Limited was incorporated to set up a steel plant in the State of Jharkhand. The Company is pursuing to obtain various approvals/clearances for raw material linkages, land acquisition, environmental clearances, among others, for this project.

3. JSW Steel Processing Centres Limited (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is a 100% subsidiary of the Company. JSWSPCL was set up as a Steel Service Centre comprising HR/CR Slitter and cut to length facility with an annual slitting capacity of 5,00,000 tonnes. The Company processed 4,99,218 tonnes of steel during the FY 2011-12, as compared to 4,97,112 tonnes in the previous year.

During the previous year, JSWSPCL purchased three Slitting Lines and one Multi Strand Blanking lines from its fellow subsidiary JSW Steel Service Centre (UK) Limited. Out of which, the Company is in the process of commissioning one slitting line and identifying a suitable location to commission the remaining equipment.

4. Amba River Coke Limited (ARCL)

The Company has acquired 100% holding in ARCL to set up a 1 mtpa Coke oven to be supplied to JSW Ispat Steel Ltd. (JISL) under long term take or pay contract with return on equity of 25% to the Company. These projects are expected to be commissioned by March 2014.

It is also proposed to set up a 4 mtpa pellet plant in ARCL at an estimated project cost of Rs. 835 crores on similar terms as that of coke oven project. These projects will be taken up for implementation on receipt of requisite clearance and commissioned in 30 months.

B. Overseas Subsidiaries

1. JSW Steel (Netherlands) B.V. (JSW Netherlands)

JSW Netherlands is a holding Company for USA, UK, Chile and Kanya based subsidiaries. It also has 49% equity holding of Georgia-based Geo Steel LLC, incorporated under the laws of Georgia. The Company also invested in the plate and pipe mill in the US, coal mining assets in the US, iron ore mining concessions in Chile and fixed assets at UK through the following step down subsidiaries.

(a) JSW Steel Holding (USA) Inc. and its subsidiaries viz. JSW Steel (USA) Inc – Plate and Pipe Mill Operation and Periama Holdings LLC and its subsidiaries – West Virginia, USA based Coal Mining Operation.

Plate and Pipe Mill operation

During FY 2011-12, the Plate and Pipe Mill performance in the US has improved significantly as compared to that during previous year, mainly due to improvement in economic scenario, resulting in better capacity utilisation. In 2011- 12, the 3,31,763 net tones of plates and 66,168 net tones of pipes were produced with capacity utilisation of 33% and 12% respectively.

The Subsidiary Company undertook various debottlenecking and corrective measures in the production process, due to which it is expected that US operations would show improved performance.

Coal mining operation

JSW Steel Holding (USA) Inc. has 100% equity interest in coal mining concessions and barge load out facility in USA.

While some of the mines are currently operational, statutory clearance/permits for other mines are in advanced stage of approval.

It is expected to produce around 0.50 million tonnes of coal in the next financial year subject to approvals.

(b) JSW Panama Holdings Corporation and Chilean subsidiaries namely Inversiones Eurosh Limitada (IEL), Santa Fe Mining (SFM) and Santa Fe Puerto S.A (SFP)

During FY 2011-12, contract mining activity with a capacity of 1mtpa through dry process route was undertaken. The Company shipped twelve shipments of iron ore concentrate aggregating to 0.6 million tonnes. It is expected to produce around 1 million tonnes of iron ore concentrate in the next financial year.

Work on establishing a wet beneficiation plant is currently being pursued and necessary statutory and environmental approvals are awaited.

SFP, a subsidiary of SFM received maritime concession in April 2011 to develop a cape size port in North Caldera. The environmental and other regulatory approvals have been applied for and are being pursued with Authorities Concerned.

(c) JSW Steel East Africa Limited (JSWSEAL)

JSWSEAL was formed with the object of exploring mineral resources (manganese, iron ore and coal) and developing them to export in value-added form.

JSW Steel Netherlands BV holds 99% stake in JSWSEAL and JSW Steel (UK) Ltd holds the balance stake of 1%.

JSWSEAL, signed MOU on January 11, 2012 for exploration of manganese ore with Government of Kenya. The agreement gives it the right to explore manganese ore in the Coastal Province of Kenya (around 22,000 sq. km.).

2. JSW Natural Resources Limited (JSWNRL) and its subsidiaries JSW Natural Resources Mozambique Lda (JSWNRML), JSW ADMS Carvao Lda

JSW Natural Resources Limited was incorporated in Mauritius to acquire coal assets/other assets relating to the steel business.

JSW Natural Resources Limited formed a wholly- owned subsidiary – JSW Natural Resources Mozambique Lda in Mozambique to acquire coal assets and engage in prospecting and exploring coal, iron ore and manganese.

JSW Natural Resources Mozambique Lda incorporated JSW ADMS Carvão Lda on October 8, 2010 wherein 85% stake is owned by JSWNRML. It has a mining licence in Zumbo District Tete Province. The Company initiated drilling exploration activities in this area.

C. Joint Venture Companies

1. Geo Steel LLC

Georgia-based Joint Venture Geo Steel LLC, in which your Company holds 49% equity through JSW Steel (Netherlands) B.V. set up a steel rolling mill in Georgia with a production capacity of 175,000 tonnes in Georgia. Geo Steel produced 113453 tonnes of rebars and 117818 tonnes of billets during 2011-12. The net turnover was USD 79.43 million.

2. Rohne Coal Company Private Limited

Your Company holds 49% equity in Rohne Coal Company Pvt. Ltd. (JSW Group holds 69.01%, including that of the Company), which is a joint venture with three other partners (two partners from outside the Group). Forest clearance and mining lease proposal are being pursued with government authorities.

3. MJSJ Coal Limited

In terms of the Joint Venture Agreement to develop Utkal – A Gopal Prasad (West) thermal coal block in Odisha, your Company agreed to participate in the 11% equity of MJSJ Coal Limited, Odisha along with four other partners. The Government of India has allotted 1,520 acres of Gopal Prasad west area to MJSJ Coal Limited. Mahanadi Coalfi elds Ltd, a public sector company holds 60% of the equity.

4. Gourangdih Coal Limited

Gourangdih Coal Ltd (GCL) is a 50:50 Joint venture between JSW Steel Limited and Himachal EMTA Power Corporation Ltd (HEPL) incorporated to develop and mine coal from Gourangdih, ABC thermal coal block in West Bengal. It is currently working on pre-mining activities. A mining plan was submitted to government authorities and is under consideration.

5. Toshiba JSW Turbine and Generator Private Limited

Toshiba JSW Turbine & Generator Pvt. Ltd is a Joint Venture with a shareholding of 75% by Toshiba Corporation Ltd., Japan, 21.33% by JSW Energy Ltd. and 3.67% by the Company, to design, manufacture, market and maintain services of mid to large-size supercritical steam turbines and generators of size 500 MW to 1000 MW.

The main plan was inaugurated for operation in February 2012.

6. Vijayanagar Minerals Private Limited (VMPL)

During 2011-12, VMPL supplied 0.66 million tonnes of iron ore from Thimmappanagudi Iron Ore Mines (TIOM), vis-à-vis 2.2 million tonnes in the last FY 2010-11.

As per the Honourable Supreme Courts directive to stop all iron ore mining operations in Karnataka, mining activity of TIOM mines operated by VMPL has been stopped since July 29, 2011. VMPLs operations and financial results were affected due to the above reasons.

7. JSW Severfield Structures Limited and its subsidiary JSW Structural Metal Decking Limited

JSW Severfield Structures Ltd (JSSL) set up a Greenfield project to design, fabricate and erect structural steelwork and ancillaries, including decking for construction projects with a total plant capacity of 35,000 tpa at Bellary in Karnataka. The Company produced a total of 20,384 tonnes during the year. The Companys order book stood at Rs. 178 crores (33,916 tonnes) as on March 31, 2012.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in the business of designing, roll forming and installation of structural metal decking and ancillaries, including shear connectors, for construction projects with a total plant capacity of 10,000 tpa at Bellary in Karnataka. It started its commercial production in October 2010. The Company has orders of around 1,33,914 square meters.

8. JSW MI Steel Service Center Private Limited (MISI JV)

JSW Steel and Marubeni-Itochu Steel signed a Joint Venture Agreement on September 23, 2011 to set up Steel Service Centers in India.

The JV Company, JSW MI Steel Service Center Pvt Ltd, proposes to set-up its first Steel Service Center in North India (NCR) with an initial installed capacity of 180,000 tpa (Phase-I) which will subsequently be enhanced to 500,000 tpa. The estimated project cost for Phase-I is pegged at Rs. 122 crores and the estimated completion time is 12 months from date of completion of land acquisition.

The service centre will be equiped to process fl at products such as hot rolled and coated products with a view to offer just in time solutions to the automative, white goods, construction and other value added segments.

D. Associate Companies

1. Jindal Praxair Oxygen Company Private Limited (JPOCPL)

The oxygen plants of JPOCPL have been working satisfactorily primarily to meet the requirements of steel plant operations at Vijayanagar Works. During 2011-12, the combined production of the oxygen plant module #1 and module # 2 of JPOCPL was: gaseous oxygen – 836 million Nm3; gaseous nitrogen – 275 million Nm3; Liquid oxygen – 25 million Nm3; Liquid nitrogen – 23 million Nm3 and Argon – 10 million Nm3.

2. JSW Ispat Steel Limited (JISL)

As approved by its members, the name of the Company was changed from Ispat Industries Limited to JSW Ispat Steel Limited w.e.f. 28.06.2011.

During the year under review, the Company produced 2.39 million tonnes of HR coils and capacity utilisation achieved was 73%. The sales volume was 2.75 million tonnes with EBITDA of Rs. 1,126 crores. The Net Loss for the corresponding periods after considering Exceptional items was Rs. 1,930 crores.

The Board of Directors has taken note of the matters to which the Auditors of JISL has drawn attention in their report, regarding overdue trade receivables amounting to Rs. 255.61 crores. The Board of Directors have also taken note that the management of JISL is confident of recovery and relying on this, no provisioning has been considered necessary by the Board in respect of this item.

7. CREDIT RATING

The credit rating for the long-term debt/ facilities / NCDs of your Company continues to be "AA" by credit rating agency Credit Analysis & Research Ltd. (CARE). The short-term debt/ facilities continue to be rated at the highest level of "A1+" by CARE.

The long-term rating was placed under "credit watch" in view of the ban imposed on iron ore mining in Karnataka by the Honourable Supreme Court.

The rating continues to derive strength from your Companys significant presence in the steel sector, management capability and well- diversified mix of value-added products.

"AA" rating by CARE indicates a high safety for timely servicing of debt obligations and lowest credit risk.

"A1+" rating is the highest rating in the category and indicates a strong capacity for timely payment of short-term debt obligations and lowest credit risk.

8. 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 Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

9. SHARE CAPITAL

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

At the end of 2011-12, your Companys paid up equity share capital remained at Rs. 2,23,11,72,000 (comprising of 22,31,17,200 equity shares of Rs. 10 each).

10. WARRANTS ISSUED ON A PREFERENTIAL BASIS

Pursuant to the decisions taken in the Board meeting held on May 03, 2010 and the Extra Ordinary General Meeting held on June 02, 2010, the Share Allotment Committee of Directors of the Company, in its meeting held on June 16, 2010, had allotted 1,75,00,000 (One crore seventy five lakhs) Warrants on a preferential basis, to a Promoter Group Entity.

As per the terms of issue of these warrants, upon payment of Exercise Price of Rs.1,210 per warrant, as reduced by the 25% upfront money paid at the time of allotment of warrants, the warrant holder was entitled to apply for and obtain allotment of one equity share of Rs.10 each against each warrant held. The last date for the exercise of the conversion right of the Warrant holder was December 15, 2011 (within 18 months from the date of their allotment).

As the Warrant Holder (Promoter Group Entity) did not exercise its option to convert the aforesaid 1,75,00,000 warrants allotted to it into equity shares of the Company, the amount of Rs.529,37,50,000 being the initial 25% of the total consideration of Rs.2117,50,00,000 received by the Company has been forfeited.

11. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN

Pursuant to the execution of several definitive technical collaboration agreements on July 27, 2010 between the Company and JFE Steel Corporation ("JFE"), one of the largest integrated steel manufacturers in Japan, for the supply of certain technology and the provision of certain technical assistance to the Company, including foreign collaboration agreements, technical assistance agreement for automotive steel and general technical assistance agreement for plant performance improvement, JFE continues to be a foreign collaborator of the Company.

The collaboration helps the Company to achieve operational excellence and also move up in the value chain with access to cutting-edge technology.

The Company plans to set up an electrical steel manufacturing facility of 0.6 mtpa capacity at its integrated steel works at Vijayanagar. Initially, this facility will produce 0.4-0.5 mtpa of Cold Rolled Non-grain Oriented (CRNO) grade electrical steel.

The Company will also produce Cold Rolled Grain Oriented (CRGO) grade in the future. Implemented in a phased manner, your Company envisages becoming the largest electrical steel producer in the country. This will be taken up on finalisation of terms of technical collaboration arrangement.

12. IRON ORE STATUS

In 2011, the Honourable Supreme Court banned iron ore mining in Bellary, Chitradurga and Tumkur districts of Karnataka citing environmental violations, and asked the Central Empowered Committee (CEC) to carry out an environmental impact assessment.

Following the ban, the Honourable Supreme Court of India on 29th July 2011, based on the representation made by the Steel Industry in Karnataka, gave the following relief:

i. By permitting the National Mineral Development Corporation (NMDC) to mine 1 million tonne Iron Ore per month to be made available to the Steel Companies through E.auction.

ii. By permitting to E.auction 1.5 million tonnes of Iron Ore per month from the total stock pile of 25 million tonnes lying with various mining companies.

Eventhough the E.auction commenced on 14th September 2011, there were several procedural, logistics and pricing constraints due to which the Steel Companies could not get supply of Iron Ore in adequate quantities.

The Honourable Supreme court, Central Empowered Committee (CEC), Monitoring Committee and State Government took several steps to smoothen the process of E-Auction and quick dispatch of auction material.

After taking into account the Iron Ore auctioned and yet to be received, balance Iron Ore to be auctioned from stock piles & supplies from NMDC, Vijayanagar units requirement can be met for 2 to 3 months. It is therefore essential that the Honble Supreme Court lifts the ban on Iron Ore Mines in the Karnataka region to ensure additional supplies of Iron Ore for continuation of steel production in the region.

Subsequently, in April 2012 on recommendation of CEC, the Supreme Court allowed the resumption of mining in Category A mines subject to certain conditions. It is expected that some of the category A mines may resume mining operations in the month of Jul / Aug 2012.

It is expected that category B mines will also be permitted to resume mining in line with CEC recommendations during the course of current financial year.

The CEC has further recommended cancellation of Category C mines and auction them based on a scheme to be presented by State Government and to be approved by Apex Court. The Company will have an opportunity to participate in the bidding to get some of these mines.

13. SEARCH & SEIZURE OPERATIONS BY INCOME TAX AUTHORITIES

Further to the Search & Seizure operations by the Income-tax Authorities in March 2011, the Department issued Notice u/s 153A (a) of the Income Tax Act, 1961 dated October 24, 2011 for submission of Income Tax Returns u/s 153A (a) from Assessment Year 2005-06 to 2010- 11 in pursuance of the search conducted u/s 132 of the Income Tax Act, 1961. Accordingly, the Company filed Income Tax Returns for the above assessment years and the assessments are in progress.

14. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During FY 2007-2008, your Company issued 3,250 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of US$ 100,000 each due 2012 (ISIN XS0302937031), aggregating to US$ 325 million to international investors to part finance the capital expenditure programme of the Company. Each bond is convertible into equity shares of the face value of Rs.10 each of the Company at a conversion price of Rs. 953.40 per share, at any time on or after August 7, 2007 until the close of business on June 21, 2012, unless previously redeemed, converted or purchased and cancelled. The bonds, which are not redeemed, converted or purchased and cancelled, are redeemable on June 28, 2012 at an amount equal to the principal amount of the bonds multiplied by 142.801 per cent.

The principal amount of FCCBs outstanding after conversion of 8 bonds and repurchase and cancellation of 15.36% of the remaining outstanding FCCBs aggregating to US$ 49.80 million, is US$ 274.40 million.

15. EXTERNAL COMMERCIAL BORROWING OF US$ 275 MILLION (INCLUDING A GREEN SHOE OPTION OF US$75 MILLION) WITH A CONVERTIBILITY OPTION

The Finance Committee, a duly authorised sub- committee of the Board of Directors of the Company, has at its meeting held on February 20, 2012, approved to avail an external commercial borrowing (ECB) of US $ 275 million which includes a green shoe option of US $ 75 million. The Company has entered into an indicative, non-binding term sheet with an arranger for the ECB. The term of the ECB is 5 years plus 1 day from the date of drawdown.

Financial closure is subject to each party receiving all necessary approvals and compliance by the Company with certain conditions, including (without limitation) the execution of satisfactory documentation.

The ECB will be utilised for one or more of the following: (a) Buyback of outstanding Foreign Currency Convertible Bonds, (b) Redemption of outstanding Foreign Currency Convertible Bonds and (c) Capital expenditure.

The lenders of the ECB facility shall have an option to convert in whole or in part the outstanding ECB into fully paid equity shares of face value of Rs. 10 each, with full voting rights ("Equity Shares") or GDRs with underlying Equity Shares.

16. DIRECTORS

Mr. Sajjan Jindal, Dr. Vinod Nowal and Dr. S K Gupta, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors have in their meeting held on January 20, 2012 reappointed Dr. Vinod Nowal as a Whole time Director of your Company designated as Director & CEO for a period of five years with effect from April 30, 2012, subject to your approval. Your Directors have also in their meeting held on May 14, 2012, reappointed Mr. Sajjan Jindal as the Managing Director the Company for a period of five years with effect from July 7, 2012, subject to your approval.

The proposals regarding the re-appointment of the aforesaid Whole Time Director and Managing Director are placed for your approval.

Other changes in the Board of Directors of your Company during the year under review are as follows:

Smt. Savitri Devi Jindal has, on account of her pre-occupation, stepped down from the Board with effect from October 21, 2011 as Chairperson and as Director.

Subsequent to her cessation as Chairperson and Director, she continues to be associated with the Company as Chairperson Emeritus with effect from October 21, 2011.

Mr. Sajjan Jindal was appointed by the Board as its Chairman with effect from October 21, 2011.

JFE Steel Corporation nominated Mr. Yasushi Kurokawa as its nominee on the Board of the Company, in place of Mr. Shigeru Ogura with effect from May 16, 2011.

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) nominated Mr. Raj Kumar Khatri, IAS as its nominee on the Board of your Company in place of Mr. M Maheshwar Rao, IAS with effect from June 17, 2011. Subsequently, KSIIDC nominated Dr. Rajneesh Goel, IAS as its nominee on the Board of your Company in place of Mr. Raj

Kumar Khatri, IAS with effect from November 17, 2011.

Your Directors place on record their deep appreciation of the valuable services rendered by Smt. Savitri Devi Jindal, Mr. Shigeru Ogura, Mr. M Maheshwar Rao and Mr. Raj Kumar Khatri during their tenure as Directors of the Company.

17. AUDITORS AND AUDITORS REPORT

M/s. Deloitte Haskins & Sells, Chartered Accountants, auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Act.

Explanation to Auditors Comment:

Auditors have in their report, drawn attention to note no. 26(4) of accounts for the year, relating to the Companys assessment that no provision against the carrying amounts of its long term strategic investment and loans extended to its subsidiary, JSW Steel (USA) Inc. of Rs. 1,948.41 crores is presently necessary.

In the opinion of the Board of Directors, considering an independent valuation of a significant portion of the underlying tangible assets, review and assessment of business plans and expected future cash flows of JSW Steel (USA) Inc., the decline in carrying amounts of investment and loans is temporary and no provision is required.

18. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure "A") hereto forming part of the report.

19. ENVIRONMENTAL INITIATIVES

The Company has undertaken various measures to address safety and environmental issues at its plant locations:

Vijayanagar

- Installed a fume exhaust system at the finishing stand in HSM 1 to capture dust generated.

- Installed a waste heat recovery mechanism in the sinter cooling areas of sinter plants 1, 2 and 3, to generate steam for use in the blast furnace and other shop-floor processes.

- Commissioned a 0.2 mtpa mill-scale briquetting facility, which will be used as a coolant in steelmaking.

Salem

- Reduced raw water consumption for coke quenching to 0.55 m3/tonnes from 0.64 m3/tonnes by increasing recycled water usage and modifying the quenching technique.

- Increased EOF/steelmaking slag recycling to 22 kg/tonne of steel from 12 kg/tonnes of steel at salem.

- Converted EOF steelmaking slag to useful products (15,000 tonnes/month) namely road making, cement making flux, sinter feed and recovery of metal values.

- Established 100% disposal of fl y ash from CPP to reduce environmental concerns.

- Initiated co-processing of external wastes in the sinter plant sourced from Kerala Metals & Minerals Ltd after receiving CPCB approval on the in-house designed innovative process to utilise hazardous waste.

Vasind & Tarapur

- Celebrated World Environment Day on June 5, 2011 and 360 saplings were planted in garden areas of the Vasind plant and colony.

- Bio-digester plant of capacity 1 T per day was commissioned in colony no. 2 and 30 households were supplied with bio-gas. The organic waste from households is treated through this plant.

20. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is set out in the Annexure to the Directors Report. 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 for a copy.

21. CERTIFICATION & RECOGNITION

Your Directors have pleasure in informing you that all the Companys Vijayanagar townships viz. Vidyanagar, Vijay Vittal Nagar and Shankargudda Colony townships have been accredited for quality, environment systems, safety and health systems in operations and maintenance of residential townships. The townships received the following certifications:

1) ISO 9001 – 2008

2) ISO 1401 2004+cor.1:2008

3) BSOHSAS 18001 - 2007

22. AWARDS AND ACCOLADES

Your Company and its employees received the following awards during the year:

1. EEPC National Award for Export Excellence awarded by EEPC Kolkata: Gold Trophy for top Exporter for the year 2009-10, received on November 03, 2011.

2. EEPC National Award for Export Excellence awarded by EEPC Kolkata: Star Performer for the year 2010-11 received on March 24, 2012.

3. FKCCI Export Excellence Awards awarded by FKCCI Karnataka: Best District Exporter Award for the year 2010-11, awarded on June 15, 2011.

4. Visvesvaraya Industrial Trade Centre State Award awarded by VITC Karnataka for the year 2009-10 & 2010-11 Gold Trophy for Best Exporter, received on March 23, 2012.

5. SPJIMR Marketing Impact Awards (SMIA) 2012 awarded by SP Jain Institute of Management and Research: Second Prize for Best Practices & Current Thinking in Marketing, awarded on January 14, 2012.

6. Dun & Bradstreet Information Services: Best Company in Steel sector based on Total Income, Net Profit, Net Worth, Export, Market Capitalisation, Net Profit Margin, Return on Net Worth, received on April 26, 2011.

7. Ashok Leyland: Outstanding Performance Award for the year 2010-11 received on April 20, 2011.

8. Whirlpool: Certificate of Appreciation for the year 2010-11, received in November 2011.

9. Brakes India: Certificate of Performance for the year 2010-11 received on November 11, 2011.

10. Hyundai: Appreciation Award for the year 2011- 12 received on March 22, 2012.

11. National Sustainability Award awarded by Indian Institute of Metals: 2nd prize in Integrated Steel Plants category for the year 2010-11 received on November 14, 2011.

12. CII-EXIM award 2011 awarded by Confederation of Indian Industries (CII): Commendation certificate for significant achievement, received on December 01, 2011.

13. International Convention on Quality Circle Chapters (ICQCC): Distinguished Category Award to "Genius Quality Circle" from SMS-1 received on September 14, 2011.

14. Spot Light Awards (Global Communication Competition) awarded by League of American Communication Professionals for its 2010-11 Annual Report- Bronze Award for excellence within its Competition Class.

15. EXIM Achievement Awards in the Category of Top 3 Exporter awarded by the Tamil Chamber of Commerce.

Individual and Team Recognitions:

16. 1st Prize to Ms. Anita Dunga for Oral Presentation in Iron & Steel Category for Study on Ladle Nozzle Choking during Liquid Steel Pouring from Ladle to Tundish at Continuous Casting at 65th Annual Technical Meeting, on November 16, 2011, at Hyderabad.

17. 3rd Prize to Mr. Pranav Kumar Tripathi for Poster Presentation in Iron & Steel Category for Optimisation of Submerged Entry Nozzle Design through Mathematical Modelling at the 65th Annual Technical Meeting, on November 16, 2011 at Hyderabad.

23. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

(ii) they 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 or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

25. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Central Government of Kenya, Mauritius, Mozambique, USA and UK; the State Government of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Sajjan Jindal

Date : May 14, 2012 Chairman

---

Mar 31, 2011

The Directors take pleasure in presenting the Seventeenth Annual Report of your Company, together with the Standalone and Consolidated Audited Statement of Financial Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

(Rs. in crores) Particulars Standalone Consolidated F.Y. F.Y. F.Y. F.Y. 2010-11 2009-10 2010-11 2009-10

Gross Turnover 25,130.76 19,456.64 25,867.80 20,211.33

Less: Excise duty 1,967.52 1,254.16 1,967.56 1,254.16

Net Turnover 23,163.24 18,202.48 23,900.24 18,957.17

Other Income 282.64 529.08 284.03 532.16

Total Revenue 23,445.88 18,731.56 24,184.27 19,489.33

Profit before Interest, Depreciation, & Taxation (EBIDTA) 4,856.17 4,801.98 4,946.77 4,602.83

Net Finance Charges 695.18 858.92 945.41 1,104.17

Depreciation and amortisation 1,378.71 1,123.41 1,559.71 1,298.66

Profit before Taxation (PBT) 2,782.28 2,819.65 2,441.65 2,200.00

Tax including Deferred Tax 771.61 796.91 782.27 646.71

Profit after Taxation but before minority interest and share of profit of Associates 2,010.67 2,022.74 1,659.38 1,553.29

Share of Losses of Minority - - (23.87) (33.21)

Share of Profit of Associates (Net) - - 70.73 11.05

Profit after Taxation (PAT) 2,010.67 2,022.74 1,753.98 1,597.55

Profit brought forward from previous year 5,327.78 3,883.15 4,695.46 3,676.02

Amount available for Appropriation 7,338.45 5,905.89 6,449.44 5,273.57

Appropriations Transfer to Debenture Redemption Reserve - (125.00) - (125.00)

Transfer to Capital Redemption Reserve - (9.90) - (9.90)

Dividend on Preference Shares (27.90) (28.92) (27.90) (28.92)

Proposed Final Dividend on Equity Shares (273.32) (177.70) (273.32) (177.70)

Corporate Dividend Tax (48.87) (34.31) (48.87) (34.31)

Transfer to General Reserve (4,200.00) (202.28) (4,200.00) (202.28)

Total (4,550.09) (578.11) (4,550.09) (578.11)

Balance carried to Balance Sheet 2,788.36 5,327.78 1,899.35 4,695.46

The Company achieved a favourable product mix during the year, mainly due to increase in rolled products, with the rolling of most of the available cast products. This helped in reducing the sale of semis (cast products) in the overall product mix to around 6% (vis-à-vis 22% in last year) which in turn helped in improvement in blended sales realization compared to that of with previous year.

The Company achieved a volume growth over previous year of 7% in crude steel production during the current year. It had achieved crude steel production of 6.427 Million tonnes (the overall production was 6.506 Million tonnes, considering trial run production from the expansion project) and volume of sales of 6.099 million tonnes.

The interest cost has come down due to prepayment and repayment of high cost debt out of proceeds of equity investment by strategic investor JFE Corporation, Japan.

The Gross Turnover and Net Turnover for the year stood at Rs. 25,130.76 crores and Rs. 23,163.24 crores, respectively, showing a growth of 29% and 27% over the previous year mainly driven by growth in volumes and improved product mix and increase in blended sales realizations.

The EBIDTA for the year was Rs. 4,856.17 crores and EBIDTA margin for the year was 20.8%. Your Company posted PAT of Rs. 2,010.67 crores.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include financial information of its subsidiaries. In the context of globalising Indian economy and the increase in the number of subsidiaries, the Ministry of Corporate Affairs, vide its General Circular No. 2/2011 dated 08.02.2011 has granted General Exemption to all companies from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company subject to fulfilment of certain standard conditions generally prescribed while giving specific approvals. The Company will make available these documents/details upon request by any member or investor of the Company/subsidiary companies. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the registered office of the Company and also that of the subsidiary companies.

Consolidated Financial Statements also reflect minority interest in associates as per Accounting Standard (AS) - 23 on "Accounting for Investments in Associates in Consolidated Financial Statements" and proportionate share of interest in Joint Venture as per Accounting Standard (AS) - 27 on "Financial Reporting of Interests in Joint Ventures".

As per the Consolidated Financial Statements, the Gross Turnover, Net Turnover, EBIDTA and PAT of the Company are Rs. 25,867.80 crores, Rs. 23,900.24 crores, Rs. 4,946.77 crores and Rs. 1,753.98 crores, respectively. The PAT on consolidated basis was lower than the standalone net profit, due to losses in overseas subsidiaries attributable to slow recovery from global meltdown.

2. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 1.00 per Share on the 27,90,34,907, 10% Cumulative Redeemable Preference Shares of Rs. 10 each of the Company, for the year ended March 31, 2011.

The Board has also, considering the Companys performance and financial position for the year under review, recommended a dividend of Rs. 12.25 per Equity Share (122.5%) on the 22,31,17,200 Equity Shares of Rs. 10/- each of the Company, for the year ended March 31, 2011, subject to the approval of the Members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, the total outflow on account of Equity dividend will be Rs. 317.66 crores, vis-à-vis Rs. 207.21 crores paid for fiscal 2009-10.

3. PROSPECTS

2010 reflected recovery and revival across most of the economies after witnessing the pain and panic of the 2008 financial crisis. Advanced Market Economies (AMEs) showed a mix of higher volatility and moderate recovery while Unemployment, Debt and Deficit continued to remain as challenges. On the other count, Chinese Economic growth remained robust @ 10.3% in 2010 fuelled by rising investments (+23.8%). Global Steel Production grew by 15% at 1,414 MnT, while Chinas steel production was up by 9.3% to 627 MnT.

Economic recovery is expected to continue its positive momentum across most of the economies. China, with its 12th Five Year Plan to commence from 2011 onwards, is slated to shift focus from growth to income distribution while encouraging Energy Efficiency, Emission Reduction, Resource Conservation and Social aspects. China is also expected to intensify its focus on exploring domestic demand and restructuring of steel industry coupled with elimination of inefficient and marginal capacities. Rest of the world is also expected to witness improved growth led by expanding Investments and consumption with an improving global trade, even though inflation is a challenge that most of emerging economies needs to address while keeping the growth momentum intact. Overall the Steel sector is expected to see a good demand and higher price realization driven mainly by restocking and surging input cost.

4. PROJECTS AND EXPANSION PLANS

The status of progress made on various Projects of the Company was as follows:

Vijayanagar Works

(a) Projects commissioned during FY 2010-11

(i) The implementation of the state-of-the art new Hot Strip Mill with a capacity of 5 mtpa was taken up in two phases. Phase-I with a capacity of 3.5 mtpa was successfully commissioned on March 28, 2010. After successful trial runs, the Mill commenced commercial operations on April 10, 2010. Phase II implementation is progressing well.

(ii) The 3.2 mtpa expansion project at Vijayanagar Works is progressing in full swing. The overall crude steel capacity of the Company will go upto 11 mtpa on completion of this project. The following facilities were commissioned / part commissioned during the year:

- Ladle Heating Furnace-3&4, Converter-3&4 and Caster-3&4 were commissioned in phases by March 2011.

- Sinter plant 3 (5.75 mtpa capacity) was commissioned in February 2011 - the largest such facility in India.

- 300MW captive power plant (CPP 3) was commissioned in September 2010.

- Two of the four batteries (Battery A&B) of coke oven 4 (1.95 mtpa capacity) were commissioned in December 2010. Battery C was commissioned in the month of April 2011 while heating of Battery D is underway.

(iii) First phase of the 20 mtpa beneficiation plant was commissioned in phases in April 2011.

(b) Projects under Progress

Following projects are under different stages of implementation:

- The balance units of 3.2 mtpa expansion project viz, Blast Furnace 4, Lime plant, Water pipeline will be commissioned by June 2011.

- Second phase (capacity of 1.5 mtpa) of the new HSM, taking the rolling capacity of this facility to 5 mtpa by September 2012.

- Pellet plant 2 (capacity 4.2 mtpa) expected to be commenced by June 2011.

- Second phase of the Beneficiation plant by November 2011, taking the total capacity of beneficiation to 20 mtpa.

- 300 MW Captive Power Plant (CPP4) at Vijayanagar, to be commissioned by December 2011.

(c) Projects proposed

New Cold Rolling Mill Complex:

The Company has decided to set-up a new Cold Rolling Mill Complex of 2.3 mtpa in two phases at its Vijayanagar Works, considering the growing demand from consumer durable and automobile segment for CRCA products. The proposed complex will have 2.3 mtpa of Pickling cum coupled tandem Cold Rolling Mill, 1.9 mtpa (two lines of 0.95 mtpa each) of State of the art Continuous Annealing lines and 0.4 mtpa of Galvanising cum Galvannealing line.

Total investment is about Rs. 4,025 crores, and is proposed to be funded by a debt equity ratio of 2:1. The target date of completion is Q1 2013-14 for Phase-I and Q1 2014-15 for Phase-II.

Augmenting crude steel capacity from 10 mtpa to 12 mtpa at Vijayanagar works:

The Company has made assessment of the existing facilities at Vijayanagar Works and based on the findings, it has been decided to increase the capacity by an additional 2 mtpa.

The proposed project cost is about Rs. 2,695 crores and is to be financed out of cash accruals of Rs. 945 crores and the balance by debt and is expected to be commissioned by June 2013.

Salem Works

(a) Projects commissioned during FY 2010-11

Phase I of the Blooming Mill (capacity 0.25 mtpa) was commissioned in September 2010.

(b) Projects under progress

Phase II of the Blooming Mill (capacity 0.25 mtpa) is in progress and the same is expected to be commissioned by September 2011. On completion of phase II the Company will have matching rolling capacity for cast product at Salem unit.

Vasind Works

Projects under progress

- Railway siding project is in an advanced stage of completion.

- Project RLNG to replace expensive fuel usage, is expected to be completed by June 2011.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

A. Indian Subsidiaries

1. JSW Bengal Steel Limited (JSW Bengal), its Subsidiaries Barbil Beneficiation Company Limited, JSW Natural Resources India Limited and its Associate JSW Energy (Bengal) Limited (JSWEBL)

JSW Bengal Steel Limited was incorporated for setting up an Integrated Steel Plant in the State of West Bengal. The Company has already acquired and is in possession of Land required for this project. Boundary wall work at Salboni site has been completed to a major extent. The Company has also started construction of a residential complex by the name "Ankur" for the employees stay during construction of the plant. All the major survey work has already been completed at site. Power as well as water for construction is already tied up. Drilling and 3 Dimensional High Resolution Seismic Survey (3 DHRSS) are in progress at Kulti-Sitarampur Coal block by JSW Natural Resources India Ltd.

JSW Bengal is planning to invest Rs. 16,000 crores in phase I of this project. The Company is drawing up plans for achieving financial closure.

2. JSW Jharkhand Steel Limited

JSW Jharkhand Steel Limited was incorporated for setting up a steel plant in the State of Jharkhand. Approvals for setting up the project are being pursued.

3. JSW Steel Processing Centres Limited (JSWSPCL)

JSWSPCL is a 100% subsidiary of the Company. The subsidiary company was set up as Steel Service Centre consisting of HR/ CR Slitter and cut to length facility with annual slitting capacity of 5,00,000 tonnes. The Company processed 4,97,112 tonnes of steel during the FY 2010-11, as compared to 3,04,718 tonnes in the previous year.

During the previous year, JSWSPCL purchased 3 Slitting Lines and 1 Multi Strand Blanking lines from its fellow subsidiary JSW Steel Service Centre (UK) Limited.

4. JSW Building Systems Limited (JSWBSL)

JSWBSL, a 100% subsidiary, was incorporated with its main object as to design, make, prepare, develop, create, alter, replace, repair pre-fabricated building systems and technologies.

B. Overseas Subsidiaries

1. JSW Steel (Netherlands) B.V. (JSW Netherlands)

JSW Netherlands is a holding Company for USA, UK and Chile based subsidiaries. It has participation in 49% equity of Georgia based Geo Steel LLC, incorporated under the laws of Georgia. The Company has also invested in plate and pipe mill in USA, Coal mining assets in USA, iron ore mining concessions in Chile and Service Centres (since shutdown) at UK through the following step down subsidiaries.

(a) JSW Steel Holding (USA) Inc. and its subsidiaries viz. JSW Steel (USA) Inc - Plate and Pipe Mill Operation and Periama Holdings LLC and its subsidiaries - West Virginia, USA based Coal Mining Operation.

Plate and Pipe Mill operation

For the year 2010-11, the Subsidiary Company produced 119,887 net tonnes of Plates and 42,148 net tonnes of Pipes and achieved capacity utilization of 11% and 8% respectively. Considering the signs of improvement in US economy, it is expected that plate and pipe mills performance should improve during FY 2011-12.

Coal Mining operation

During the previous year, JSW Steel Holding (USA) Inc. acquired 100% equity interest in West virginia, USA based coal mining concessions along with barge load out facility.

Out of the total seven mines acquired, one mine is currently operational. For other mines, process of getting statutory clearance/permits is at an advanced stage of approval.

It is expected to produce approximately 0.50 million tonnes of Coal in the FY 2011-12 subject to receipt of requisite permits, which is planned to be ramped up to 3 million tonnes in over 3 years.

(b) JSW Steel (UK) Limited and its Subsidiaries namely Argent Independent Steel (Holdings) Limited and JSW Steel Service Centre (UK) Limited While the European economy is still struggling to come out of recessionary condition, there is growth of Auto and Consumer Durables Industry in India and there is a logical growth of Steel Stockholding and Service Centre Industry in India. In these circumstances, Plant & Machinery of UK Service Centre consisting of 3 Slitting Lines and 1 Multi Strand Blanking lines was sold to JSW Steel Processing Centres Limited, a subsidiary of the Company for relocation and use in India.

(c) JSW Panama Holdings Corporation and its Chilean subsidiaries namely Inversiones Eurosh Limitada (IEL), Santa Fe Mining (SFM) and Santa Fe Puerto S.A (SFP)

During the financial year 2010-11, SFM commenced the contract mining activity through dry process route with a capacity of 1 mtpa. The first shipment of Iron ore concentrate was made in April 2011.

Work on putting up a wet beneficiation plant of 2.5 mtpa is currently being examined and necessary statutory and environmental approvals are being applied for.

SFP, a subsidiary of SFM received maritime concession in April 2011 for developing a cape size port in North Caldera. The environmental and other regulatory approvals are applied for and are in progress.

2. JSW Natural Resources Limited (JSWNRL) and its Subsidiaries JSW Natural Resources Mozambique Lda (JSWNRML), JSW ADMS Carvão Lda

JSW Natural Resources Limited was incorporated in Mauritius to pursue acquiring coal assets/other assets relating to steel business.

JSW Natural Resources Limited formed a wholly owned subsidiary - JSW Natural Resources Mozambique Lda in Mozambique to acquire Coal assets and engaging in the business of prospecting and exploration of Coal, Iron Ore and Manganese.

In one of the mining concession where coal is found, Company has started with detailed drilling activities to establish JORC compliant reserve estimates.

JSW Natural Resources Mozambique Lda incorporated JSW ADMS Carvão Lda on October 8, 2010 wherein 85% stake is owned by JSWNRML and remaining 15% stake is with minority shareholder. It has a mining concession in Zumbo District Tete Province. The Company has initiated drilling activities to prove and confirm the quality and quantity of coal reserve.

C. Joint Venture Companies

1. Geo Steel LLC

Georgia based Joint Venture Geo Steel LLC in which your Company holds 49% equity through JSW Steel (Netherlands) B.V, has set up a steel rolling mill in Georgia with annual production capacity of 175,000 tonnes across 13.50 hectares

in the industrial area of Rustavi in Georgia. The plant became operational during year 2009-10. It is designed to produce rebar through hot rolling process by using steel billets produced through the Electric Arc Furnace Route.

Geo Steel produced 85,449 tonnes of Rebar and 95,901 tonnes of Billets during the FY 2010-11.

2. Rohne Coal Company Private Limited

Your Company holds 49% equity in Rohne Coal Company Pvt. Ltd. (JSW group is holding 69.01%, including that of the Company), which is a Joint Venture with three other partners (two partners from outside the Group). Forest clearance and Mining lease proposal is being pursued with Government authorities.

3. MJSJ Coal Limited

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 Coal Limited. Mahanadi Coalfields Ltd, a Public sector company holds 60% of the equity. Land acquisition process is under progress.

4. Gourangdih Coal Limited

Gourangdih Coal Ltd (GCL) is a 50:50 Joint Venture between JSW Steel Limited and Himachal EMTA Power Corporation Ltd (HEPL) incorporated for development and mining of coal from Gourangdih ABC Thermal coal block in the state of West Bengal. It is currently progressing on pre mining activities.

5. Toshiba JSW Turbine and Generator Private Limited

Toshiba JSW Turbine and Generator Pvt. Ltd. has been incorporated with a shareholding of 75% by Toshiba Corporation Ltd., Japan, 20% by JSW Energy Ltd. and 5% by the Company, to design, manufacture, marketing and maintenance services of mid to large sized Supercritical Steam Turbines & Generators of size 500 MW to 1,000 MW.

Trial production of blades started on March 2011. The construction and erection of main plant equipment erection is progressing well.

6. Vijayanagar Minerals Private Limited (VMPL)

During the financial year 2010-11, VMPL supplied 2.20 million tonnes of Iron Ore from Thimmappanagudi Iron Ore Mines, vis-à-vis 1.76 million tonnes in the last FY 2009-10. VMPL has planned to supply 3.00 million tonnes during the next FY 2011-12.

7. JSW Severfield Structures Limited and its Subsidiary JSW Structural Metal Decking Limited

JSW Severfield Structures Ltd (JSSL) has set up a Greenfield project for design, fabrication and erection of structural steelwork and ancillaries, including decking for construction projects with a total plant Capacity of 35,000 tonnes per annum at Bellary in Karnataka. The commercial production of the first fabrication line commenced in November 2010 and the second fabrication line was commissioned in March 2011. The Company has produced a total of 3425 tonnes during the year. The order book of the Company stood at X 120 crores (8370 tonnes) as on March 31, 2011.

JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL is engaged in business of the design, roll forming and installation of structural metal decking and ancillaries, including shear connectors, for construction projects with a total plant capacity of 10,000 tonnes per annum at Bellary in the

State of Karnataka and started its commercial production in October 2010.

D. Associate Companies

(a) Jindal Praxair Oxygen Company Private Limited (JPOCPL)

The oxygen plants of JPOCPL have been working satisfactorily primarily to meet the requirement of the steel plant operations at Vijayanagar Works. During the financial year 2010-11, the combined production of the oxygen plant module #1 and module # 2 of JPOCPL was: Gaseous oxygen - 1003.17 million Nm3; Gaseous nitrogen - 361.26 million Nm3; Liquid oxygen - 23.06 million Nm3; Liquid nitrogen - 30.25 million Nm3 and Argon - 11.01 million Nm3.

(b) Ispat Industries Limited (IIL)

IIL re-started its operations in December 2010. It produced 0.729 million tonnes of HR Coils during the Quarter January to March 2011, and capacity utilization achieved was 88%. The volume of sales including downstream products improved to 0.712 million tonnes with an EBIDTA of Rs. 407 crores. Reflecting the synergies of acquisition, ML turned into a profit making Company reporting a net profit of Rs. 70 crores.

The Board of Directors have taken note of the matters to which the Auditors of IIL have drawn attention in their report, regarding overdue sundry debtors amounting to Rs. 571.60 crores, non-reconciliation of credit balances of Rs. 118.69 crores and raw material in-transit amounting to Rs. 104.83 crores.

The Board of Directors have also taken note of the confidence expressed by the management of ML confirming that these matters will not have any material impact on the financial statements of ML and relying on this, no provisioning has been considered necessary by the Board in respect of these items.

6. CREDIT RATING

The credit rating of your Company for the Long Term Debt/Facilities/ Non Convertible Debentures has been upgraded to "AA" (Double A) from AA- (Double A minus) by credit rating agency Credit Analysis & Research Ltd. (CARE). The Short Term Debt /Facilities continue to be rated at the highest rating of "PR1+" (PR one plus).

The revision in the long term rating takes into account the improved capacity utilization, profitability margins and reduced leverage on account of improved cashflows besides equity infusion by JFE Corporation, Japan and the promoters.

The rating continues to derive strength from your Companys significant presence in the steel sector, management capability and well diversified mix of value added products.

"AA" rating by CARE indicates a high safety for timely servicing of debt obligations and very low credit risk.

"PR1+" rating is the highest rating in the category and indicates a strong capacity for timely payment of short term debt obligations and lowest credit risk.

7. 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 Non Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

8. SHARE CAPITAL

Pursuant to the decisions taken in the Board meeting held on July 27, 2010 and the Extra Ordinary General Meeting held on August 26, 2010, and in terms of the Subscription Agreement entered into by the Company with JFE Steel Corporation, Japan (JFE) on July 27, 2010, the Share Allotment Committee of the Board of Directors in its meeting held on September 08, 2010 had allotted 1 (one) Fully and Compulsorily Convertible Debenture of face value of Rs. 48,007,197,458 (FCD) to JFE.

Upon the mandatory and automatic conversion on October 07, 2010 of the aforesaid FCD held by JFE, the Share Allotment Committee of Directors of the Company in its meeting held on October 08, 2010 allotted 32,004,798 (thirty two million four thousand seven hundred ninety eight) Equity Shares of the Company, of face value of Rs. 10/- each, fully paid up, to JFE, in accordance with the terms and conditions of the FCD.

Further, pursuant to the decisions taken by the Board of Directors in its meeting held on October 26,2010 and by the Members by way of a Postal Ballot, and in terms of the Subscription Agreement entered into by the Company with JFE, on July 27, 2010, the Share Allotment Committee of Directors of the Company in its meeting held on December 14, 2010 allotted:

a) 9,77,906 (Nine lakhs seventy seven thousand nine hundred and six) Equity Shares of the Company, of face value of Rs. 10/- each, fully paid up, to JFE, on a preferential basis at a price of Rs. 1,500/- per Equity Share; and

b) 3,085,814 (Thirty lakhs eighty five thousand eight hundred and fourteen) Equity Shares of Rs. 10 each, in favour of the local custodian of the Depository i.e. Citibank N.A., underlying equivalent number of non-voting, non-transferable Global Depository Receipts (GDRs) issued to JFE Steel Corporation, Japan.

Accordingly, during the year under review, your Companys paid up equity share capital has increased from Rs.187,04,86,820 (comprising 18,70,48,682 equity shares of Rs. 10 each) to Rs. 223,11,72,000 (comprising 22,31,17,200 equity shares of Rs.10 each).

9. WARRANTS ISSUED TO SAPPHIRE TECHNOLOGIES LIMITED, A PROMOTER GROUP ENTITY ON A PREFERENTIAL BASIS

Pursuant to the decisions taken in the Board meeting held on May 03, 2010 and the Extra Ordinary General Meeting held on June 02, 2010, the Share Allotment Committee of Directors of the Company in its meeting held on June 16, 2010 allotted 1,75,00,000 (One crore seventy five lakhs) Warrants to Sapphire Technologies Limited, a Promoter Group Company, on a preferential basis.

Each warrant entitles the holder to apply for and be allotted one equity share of the Company of par value of Rs. 10/- each, at a price of Rs. 1,210/- per equity share, at any time within 18 months from the date of allotment of the warrants, i.e. within December 15, 2011.

During the year under review, the Warrant holder did not exercise the option to convert any of the warrants held by it into equity shares of the Company.

10. TECHNICAL COLLABORATION WITH JFE STEEL CORPORATION, JAPAN

In continuation of the Strategic Collaboration Agreement entered into on November 19, 2009, between the Company and JFE Steel Corporation ("JFE"), the execution of several definitive agreements, which represent the next phase of the multi-faceted collaboration plan consistent with the long-term vision of both the parties for future growth were concluded on July 27, 2010.

Pursuant to the execution of the aforesaid agreements on July 27, 2010 between the Company and JFE for the supply of certain technology and the provision of certain technical assistance to the Company, including foreign collaboration agreements, technical assistance agreement for automotive steel and general technical assistance agreement for plant performance improvement, JFE has become a foreign collaborator of the Company.

This collaboration would help the Company to achieve operational excellence and also move up in the value chain with access to cutting edge technology.

Through this unique collaboration, your Company gains:

- Access to cutting edge technologies.

- Access to fast-growing automotive market.

- Lower cost of production through operational excellence; and

- Deleveraged balance sheet to fuel next phase of growth.

11. ACQUISITION OF MAJORITY STAKE IN ISPAT INDUSTRIES LIMITED

Ispat Industries Limited (IIL), with a production capacity of 3.3 mtpa, is inherently seen as a pioneering company that brought new technologies into India like the Twin Shell ConArc furnace and Thin Slab Casting facility. The Twin Shell ConArc furnace provides the steel making facility with a great amount of flexibility. Along with the state-of-the-art Compact Strip Mill, Ispat also has an in-house jetty, with a cargo handling capacity of 12 mtpa, which gives it an added advantage.

IIL has been incurring losses constrained by inadequate working capital, lack of integration and expensive debt and has been looking for a strategic investor to carry forward the business and growth of the Company. The Company in turn has been looking at growth opportunities/expansions to reach 34 mtpa by 2020 and has plans to further expand steelmaking capacity in West Bengal and Jharkhand with 10 mtpa capacity each. Any greenfield project has a gestation period of about 3-4 years. While many greenfield projects have been announced and MOUs executed, however due to challenges towards land acquisition, environmental and various other Government clearances, not many greenfield projects are expected to get into operations in the near future.

Considering the synergies and strategic fit, the Company initiated dialogue with the management of IIL for strategic collaboration and arrived at a proposal whereby the Company would acquire a majority stake in IIL.

Accordingly, in accordance with the Subscription cum Shareholders Agreement dated December 20, 2010, the Company has acquired 1,08,66,49,874 equity shares of Ispat Industries Ltd. (IIL) on January 24, 2011 (aggregating to 45.53% of the equity share capital of IIL as on date).

In view of the above, the Company also made a mandatory open offer for the shares of IIL ("Open Offer") under Regulations 10 and 12 of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 ("Takeover Regulations"). The Open Offer was made to the shareholders of IIL to acquire 64,72,38,458 Equity Shares of IIL of face value of Rs. 10 each representing in the aggregate 20% of the Fully Diluted Equity Share Capital of IIL at a price of Rs. 20.54 (Rupees twenty and paise fifty four only) per fully paid up equity share, which was further revised to Rs. 22.25 (Rupees twenty two and paise twenty five only) per fully paid up equity share on March 24, 2011.

The Offer was open from March 17, 2011 to April 05, 2011 during which time the Company received valid applications for sale of 8,99,40,890 equity shares from the shareholders of IIL. The Company has accepted all such valid applications and transferred the full amount of the purchase consideration to the Special Account opened for payment to the successful applicants on April 8, 2011.

Post the above acquisition, the Company holds 1,17,65,90,764 shares representing 49.30% of the total paid-up capital of Ispat Industries Limited as on that date.

Your Company has also put in a systematic plan to turnaround Ispat Industries by developing synergies in the competitive steel market. The Company will also facilitate sourcing of key inputs like coke, pellet and power which will bring down the cost of production substantially. The Companys extensive Pan India Network will provide IIL with better market penetration. By improving the levels of efficiency and by rationalizing the sou rcing of Iron ore lumps and fines, the Company will reduce the cost of production.

12. 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 in March 2011. The Company co-operated with the authorities and various statements were recorded during the course of these operations. The Company has also 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.

13. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the F.Y 2007-2008, your Company had issued 3250 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of US$ 1,00,000 each due 2012 (ISIN XS0302937031), aggregating to US$ 325 million to international investors to part finance the capital expenditure programme of the Company. Each Bond is convertible into equity shares of the face value of Rs. 10 each of the Company at a conversion price of Rs. 953.40 per share, at any time on or after August 7, 2007 until the close of business on June 21, 2012, unless previously redeemed, converted or purchased and cancelled. The Bonds, which are not redeemed, converted or purchased and cancelled, are redeemable on June 28, 2012 at an amount equal to the principal amount of the Bonds multiplied by 142.801 per cent.

Out of the aforesaid 3,250 Bonds issued, 8 bonds were converted into 33,799 equity shares which were allotted on 4 January 2008.

The Company repurchased and cancelled 15.36% of its remaining outstanding Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each, aggregating to US$ 49.80 million (US$ 47.80 million in March 2009 and US$ 2 million in April 2009) in accordance with the A.P. (DIR Series) Circular No. 39 dated December 8, 2008 issued by the Reserve Bank of India.

The principal amount of Bonds outstanding after this repurchase and cancellation is US$ 274.40 million.

14. DIRECTORS

Mr. Seshagiri Rao M.V.S, Mr. Sudipto Sarkar, Mr. Jayant Acharya and Mr. Kannan Vijayaraghavan, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The proposals regarding the re-appointment of the aforesaid Directors are placed for your approval.

Other changes in the Board of Directors of your Company during the year under review are as follows:

JFE Steel Corporation nominated Mr. Shigeru Ogura as its nominee on the Board of your Company w.e.f. September 08, 2010. Subsequently, JFE nominated Mr. Yasushi Kurokawa as its nominee on the Board of the Company, in place of Mr. Ogura w.e.f. May 16, 2011.

Karnataka State Industrial Investment and Development Corporation Limited (KSIIDC) nominated Mr. M. Maheshwar Rao, IAS as its nominee on the Board of your Company in place of Mrs. Vandita Sharma, IAS w.e.f. February 04, 2011.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Shigeru Ogura and Mrs. Vandita Sharma, IAS during their tenure as Directors of the Company.

15. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Act.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure "A") hereto forming part of the report.

17. ENVIRONMENTAL INITIATIVES

The Company has undertaken various measures to address environmental issues at its Plant Locations:

- Environment Control Laboratories have been developed for carrying out monitoring of water, waste-water and air pollutants. The monitoring carried out includes ambient air, stack and in- plant sampling, drinking water, and effluents.

- Every effort is made to prevent pollution by recycling solid wastes and liquid treated waste-water for reuse in the premises.

18. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is set out in the Annexure to the Directors Report. 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 for a copy.

19. AWARDS AND ACCOLADES

Your Company and its employees received the following awards during the year:

1. PMs Trophy Award: (Runners-up Trophy known as Steel Ministers Trophy) for the best performing integrated Steel Plant in the country for the year 2007-08, awarded on July 31, 2010.

2. National Award for Excellence in Energy Management 2010: Excellent Energy Efficient Unit Award 2010 at National Award for Excellence in Energy Management 2010 conducted by CII - Godrej GBC on September 1 & 2, 2010 at Chennai Trade Centre, Chennai.

3. National Sustainability Award 2010: First Prize amongst the Integrated Steel Plants Category. The award was presented at 48th National Metallurgists Day Celebrations and 64th Annual Technical Meeting of Indian Institute of Metals, on November 14, 2010 at Bangalore.

4. CII-EXIM Award 2010: "Commendation Certificate for Significant Achievement" for Business Excellence by Confederation of Indian Industries, on November 14, 2010 at Bangalore.

5. National Award for Excellence in Water Management 2010:

Excellent Water Efficient Unit Award 2010 at National Award for Excellence in Water Management 2010 conducted by CII, on December 10 & 11, 2010 at Hyderabad.

6. IMC Ramkrishna Bajaj National Quality Award 2010:

Commendation Certificate in the manufacturing category on March 16, 2011 at Mumbai.

7. Global HR Excellence Award 2010 for Innovative HR Practices at Asia Pacific HRM Congress held on September 3, 2010 at Bangalore.

8. Best Practices in Talent Management Award at Talent 2010 hosted by Osney Media Ltd on November 10 & 11, 2010 at London.

9. "Institution Building Award" at Global HR Excellence Awards World HR hosted by World HR Congress on February 11, 2011 at Taj Lands End, Mumbai.

Individual and Team Recognitions:

1. Mr. Seshagiri Rao M.V.S, Jt. Managing Director & Group CFO was awarded the Best Performing CFO in Metals & Commodities Sector by CNBC TV18 at a glittering ceremony in Mumbai on October 27, 2010.

2. Ms. Sharmila Bannerjee, Vice President- Corporate Communication, was awarded WILLS Womens Choice Award in Mumbai on October 28, 2010.

3. Mr Prachethan Kumar, Manager (R&D and SS), was conferred with Young Metallurgist of the Year Award - 2010 at the 48th National Metallurgists Day Celebrations held on November 14, 2010 at Bangalore.

20. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

(ii) they 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 or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

22. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Republic of Chile, Central Government of Mozambique, USA and UK; the Government of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Savitri Devi Jindal

Date: May 16, 2011 Chairperson

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Mar 31, 2010

The Directors present the Sixteenth Annual Report of your Company together with the Standalone and Consolidated Audited Statement of Financial Accounts for the year ended 31 March 2010.

1. FINANCIAL RESULTS

Rupees in crores

Standalone Consolidated

F.Y. F.Y. F.Y. F.Y.

Particulars 2009-10 2008-09 2009-10 2008-09

Net Turnover 18,202.48 14,001.25 18,957.17 15,934.84

Other Income 532.84 259.56 536.00 271.66

Total Revenue 18,735.32 14,260.81 19,493.17 16,206.50

Profit before Interest, Depreciation, & Taxation (EBIDTA) 4,805.74 3,092.67 4,606.67 3,253.50

Interest 862.68 797.25 1,108.01 1,155.62

Depreciation 1,123.41 827.66 1,298.66 987.77

Profit before Taxation & Exceptional Items 2,819.65 1,467.76 2,200-00 1,110.11

Exceptional Items - 790.13 - 794.78

Profit before Taxation (PBT) 2,819.65 677.63 2,200.00 315.33

Tax including Deferred Tax 796.91 219.13 646.71 72.60

Profit after Taxation but before minority interest and share of profit of Associates 2,022.74 458.50 1,553.29 242.73

Share of Losses of Minority - - (33.21) (20.53)

Share of Profit of Associates (Net) - - 11.05 11.65

Profit after Taxation (PAT) 2,022.74 458.50 1,597.55 274.91

Profit brought forward from earlier year 3,883.15 3,505.86 3,676.02 3,482.32

Amount available for Appropriation 5,905.89 3,964.36 5,273.57 3,757.23

Appropriations

Transferred (to) / from Debenture Redemption Reserve (125.00) 20.45 (125.00) 20.45

Transferred to Capital Redemption Reserve (9.90) - (9.90) -

Dividend on Preference Shares (28.92) (28.99) (28.92) (28.99)

Proposed Final Dividend on Equity Shares (177.70) (18.71) (177.70) (18.71)

Corporate Dividend Tax (34.31) (8.11) (34.31) (8.11)

Transfer to General Reserve (202.28) (45.85) (202.28) (45.85)

Total (578.11) (81.21) (578.11) (81.21)

Balance carried to Balance Sheet 5,327.78 3,883.15 4,695.46 3,676.02

The fiscal year under review would be marked as an important year for the domestic steel industry. When the year began, the Indian economy, invalidating the theory of coupling, started showing signs of growth, amidst the global slowdown that was still prevailing, however, during the course of FY 2009-10, the export dependency on the advanced world declined substantially, driven by stimulated domestic demand.

During the current financial year, your Company took various strategic initiatives to improve its volumes and profitability, which helped the Company to post an impressive performance for the year.

The 2.8 MTPA Crude Steel Expansion Project at Vijayanagar Works commenced commercial production on 10th April 2009 enhancing the Crude Steel manufacturing capacity to 6.8 MTPA and scaling up the overall steel manufacturing capacity of the Company to 7.8 MTPA. With the completion of this expansion project, the Company has scaled new heights as a leading player in the steel industry in the country. The Expansion facilities stabilized quickly and achieved hot metal production of 2.2 Million tonnes during the current year, which worked out to around 78% of the Installed capacity.

Consequently, the Company achieved a significant volume growth of 61 % in crude steel production and 67% in saleable steel during the current year, compared to that of last year, despite disruptions in the plant operations at Vijayanagar Works due to unprecedented and incessant rains followed by floods in southern part of India in October 2009. The Company achieved normal operations by December 2009 and during the current Financial Year 2009-10, it had achieved crude steel production of 5.987 Million tonnes (the overall production was 6.02 Million tonnes, considering trial run production from the expansion project) and saleable steel of 5.720 Million tonnes (the overall sales was 5.74 Million tonnes, considering trial run sales), which works out to around 94% of volume guidance of 6.4 Million tonnes and 6.1 Million tonnes, respectively for the fiscal year under review. The operational performance could have been much better if the normalcy was there during October and November 2009.

During the year, the production of Rolled Products, both Long and Flat (including Value Added Flat), went up significantly compared to last fiscal. HR Coil production has reached highest levels at 3.399 Million tonnes during the year, which is around 106% of enhanced rated capacity of 3.2 Million tonnes. The HR Coil production is expected to go up further, on stabilization of the state-of-the-art new Hot Strip Mill, commissioned at Vijayanagar Works in March 2010.

The domestic sales volume continued to show rising trend, constituting 84% of the total sales for current year as against 72% in the last year, in line with Companys strategy of increased focus in the domestic markets. The number of JSW Shoppe outlets went up to 174 and the Retail sales for the current fiscal, through JSW Shoppe, accounted for 16% of domestic sales, excluding semis.

The various cost reduction initiatives taken by the Company, such as, increased coal injection in blast furnace, tower usage of fluxes, higher captive power generation, increase in utilization of Corex Gas, usage of Coke Oven Gas from Recovery Type Coke Ovens, etc., along with lower input costs led to reduction in cost of production.

The Gross Turnover and Net Turnover for the year stood at Rs. 19,456.64 crores and Rs. 18,202.48 crores, respectively, showing a growth of 28% and 30% over the previous year mainly driven by growth in volumes, in spite of drop in blended sales realizations by 21 %, relative to that of previous fiscal year.

The EBIDTA for the year was Rs. 4,805.74 crores inclusive of forex gains of Rs. 412.95 crores. The EBIDTA margin for the year was 26.2% as against 21.8% in the previous year.

Your Company posted a highest ever Profit after Tax of Rs. 2,022.74 crores, up 341% over the last year.

Pursuant to the Accounting Standard (AS) - 21 on "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include financial information of its subsidiaries. The Company has made an application to the Government of India seeking exemption under Section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies to the Balance Sheet of the Company. The Company will make available these documents/details upon request by any member or investor of the

Company/subsidiary companies. Further, the Annual Accounts oftfie subsidiary companies will be kept open for inspection by any investor at the registered office of the Company and also that of the subsidiary companies.

Consolidated Financial Statements also reflect minority interest in associates as per Accounting Standard (AS) - 23 on "Accounting for Investments in Associates in Consolidated Financial Statements" and proportionate share of interest in joint Venture as per Accounting Standard (AS) - 27 on "Financial Reporting of Interests in Joint Ventures".

As per the Consolidated Financial Statements, the Gross Turnover, Net Turnover, EBIDTA and PAT of the Company were Rs. 20,211.33 crores, Rs. 18,957.17 crores, Rs. 4,606.67 crores and Rs.1,597.55 crores, respectively. The PAT on consolidated basis was lower than the standalone Net Profit; mainly due to global slow down adversely impacting the overseas operations in USA and UK.

2. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated fate of Re. 1.00 per Share on the 27,90,34,907, 10% Cumulative Redeemable Preference Shares of Rs.10 each of the Company for the year ended 31 March 2010.

The Board had also vide a Circular Resolution passed by it on 17 February 2010, approved the Redemption ofithe Companys 99,00,000 11% Cumulative Redeemable Preference Shares of Rs.10 each o« 8 March 2010, along with dividend due thereon for the Financial year 2009-10 upto the date of redemption, at the stipulated rate of 11% per annum.

The Board considering the Companys performance and financial position for the year under review, also recommended payment of dividend of Rs. 9.50 per Equity Share on the 18,70,48,682 Equity Shares of Rs. 10 each of the Company, for the year ended 31 March 2010, subject to the approval of the Members at the ensuing Annual General Meeting.

Together with Corporate Tax on dividend, the total outflow on account of Equity dividend will be Rs. 207.21 crores, vis-a-vis Rs. 21.89 crores paid for fiscal 2008-09.

3. PROSPECTS

Having witnessed faster recovery in World Economy in 2009., IMF estimates a positive economic rebounp: in 2010. World GDP growth is estimated at the rate of 4.2% in 2010 while Advanced World and Emerging World is estimated to grow 2.3% and 6.3%, respectively. Further WTO projects World Trade to expand by 9.5% with Advanced World increasing by 7.5% and Emerging World by 11%. Nonetheless, with the timely stimulated economic efforts, the depth, span and intensity of the economic catastrophic spread of 2008, seems to1 be partially taken care of albeit caution continues with certain probable sovereign defaults to continue to haunt the world in near term.

In these "Trying and Managing Times" India has proved its mettle reflecting a strong note of positive Economic Growth of 7.2% stimulated by timely Economic measures, both towards Investment and Consumption expenditure. Capitalizing the high degree of domestic consumption, low credit leverage and debt exposure with expanding focus towards immense opportunities for Investment and Consumption, prospects for Indian Economy look far better and premising in 2010-11 and ahead. Preliminary guidance by various agencies for the economic growth in 2010-11 is in the range of 8%-8.5%, coupled with 9% in 2011-12 and double-digit growth projections in times ahead.

Steel Facts and Estimates

The global steel production and consumption in 2009 declined by 8% and 6.7%, respectively, inspite of rebound in the second half of calendar year 2009. The impact of economic crisis in Advanced Countries continued to depress the steel demand. China and India showed resilience due to strong domestic demand cushioning the slow recovery in Advanced Economies. India, posted a growth of 8.1 % and 4.2% in steel consumption and production, respectively in FY 2009-10. As the demand outpaced the production, the import of steel products grew by 23%. India is expected to continue to be the net importer of steel considering the strong demand from infrastructure, construction, real estate, Automobiles and white goods industry and tardy progress in creating new capacities.

Your Company will be in an advantageous position to derive the full benefit from the growing domestic demand, with the increase in capacity utilization from its 7.8 MTPA steel plant operations. The newly commissioned Hot Strip Mill at Vijayanagar Works and blooming mill at Salem Works to be commissioned in July 2010 will enhance the proportion .: of value added rolled steel products with better sales realizations.

Your Company has worked out a business plan for the fiscal year 2010-11 to produce and sell 7.0 Million tonnes and 6.75 Million tonnes, respecfively of various steel products showing a growth of 17% and 18%, respectively, over fiscal year 2009-10 under review. The increase in bench mark prices for key inputs viz., Iron ore and Coal is likely to push up the cost of production in FY 2010-11. As the raw material suppliers insisted for quarterly pricing in lieu of traditional yearly pricing methodology, uncertainties in the pricing of key inputs beyond Q1 in FY 2010-11 will prevail. However, the Company expects that the steel product prices will fluctuate in sympathy with the change in raw material prices with lead and lag effect. The increase in cost is likely to be neutralized by anticipated rise in sales realizations and possible improvement due to change in product mix.

The Company is planning to start some of its new facilities, which are part of 10 MTPA expansion project, during FY 2010-11, to have better cost advantage at Vijayanagar Works.

4. PROJECTS AND EXPANSION PLANS

Vijayanagar Works

(a) Projects commissioned during FY 2009-10

- The implementation of the Crude Steel capacity expansion project by 2.8 MTPA to reach 6.8 MTPA at Vijayanagar Works was completed, with the commissioning of Pulverized Coal Injection Unit and Top Gas Recovery Turbine in Blast Furnace#3 and RH Degasser unit and LHF#2 in Steel Melt Shop#2, during first quarter of FY 2009-10.

- All major facilities such as Blast Furnace#3, SMS#2 comprising of Converters, Slab Caster and Billet Caster, Long Product Mills comprising of Wire Rod Mill and Bar Rod Mill along with the other support facilities such as Coke Oven#3, Sinter Plant#2, Raw Material Handling systems, Utilities and other infrastructural facilities forming part of this expansion project, which were commissioned during last fiscal 2008-09, achieved its full capacity production levels during the current year.

- The state-of-the-art new Hot Strip Mill with a capacity of 5 MTPA is being implemented in two phases. The Phase-I with a capacity of 3.5 MTPA has been successfully commissioned on March 28, 2010. After successful trial runs, the Mill commenced commercial operations on 10 April 2010. Phase-ll is under implementation.

(b) Projects under Progress

- Further expansion of crude Steel capacity by 3.2 MTPA to reach . 10 MTPA at Vijayanagar Works along with associated facilities is under implementation and targeted for completion by March 2011.

(c) Other Projects

Beneficiation plant of 20 MTPA is being executed in two phases. One of the three units of first phase came in operation in December 2009. 2nd & 3rd units will be completed by July 2010 & December 2010, respectively. Phase II is planned for completion in FY 2011-12.

- To enhance productivity levels in the Blast Furnaces, one more Pellet Plant of 4.2 MTPA capacity is being added and is planned for commissioning by March 2011.

- The new captive power plant of 300 MW is also expected to be commissioned in FY 2011-12 to achieve self sufficiency in power at 10 MTPA stage.

Salem Works

(a) Major modifications undertaken during FY 2009-10

The following modifications/improvements were made during FY 2009-10:

Adapted tuyere gas control and a "Jugad" slag-splash technique for improving the refractory life of EOF.

- Introduced Economizer in captive power plant (CPP) to enhance fuel efficiency.

- Islanding scheme was implemented in the electrical power system.

- Imposed loop-control rolling mill giving enhanced productivity for special steel.

(b) Projects under progress

Blooming Mill Phase I and Phase ll,300TPD lime kiln, third railway line and Wagon Tippler will be commissioned during FY 2010-11. With the commissioning of Blooming Mill in FY 2010-11, Salem Works will complete expansion of rolling capacity, matching with the existing cast steel production capacity.

Vasind and Tarapur Works

(a) Projects commissioned during FY 2009-10

30 MW Power Plant has been commissioned at Tarapur in December 2009, equipped with latest ESP system and designed tor zero affluent discharge. This has not only helped the Company in reducing the cost of production vis-a-vis procuring costly power from the state electricity grid for the manufacturing operations but the Company has also entered into an agreement with Maharashtra State Eiectricity Distribution Co. Ltd. (MSEDCL) for sale of the surplus power. Since December 2009, the Company has been selling the surplus power to MSEDCL.

(b) Projects under progress

- Railway Siding at Vasind - expected to be commissioned in January 2011.

- RLNG Project at Vasind to replace costly fuels being used (Furnace Oil in HRM & LPG in Galvanizing Lines) - expected to be commissioned in January 2011.

- Galvalume Project - For conversion of existing CGL 1 & CSD II Galvanizing lines, equipment procurement in progress.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

A. Indian Subsidiaries

1. JSW Bengal Steel Limited (JSW Bengal), its Subsidiary Barbil Beneficiation Company Limited and Associate JSW Energy (Bengal) Limited (JSWEBL)

JSW Bengal Steel Limited was incorporated for setting up a Steei Plant in the State of West Bengal. The Company is in possession of Land required for this project. Boundary wall work at Salboni site is in progress. It is proposed to implement the project in phases.

The first phase will be 4 MTPA Integrated Steel Plant with an estimated project cost of Rs. 15,000 crores. The Company is drawing up plans to take up implementation of the project in FY 2010-11 on achieving financial closure.

JSW Bengal has entered into sole and exclusive long term Coal Supply Agreement in March 2010, with West Bengal Mineral Development Corporation Limited (WBMDTC), for supply of coal from the Kulti and Sitarampur coal blocks.

A new SPV namely JSW Energy (Bengal) Limited (JSWEBL) has been incorporated on 8th February 2010, with 26% of share holding by JSW Bengal and 74% by JSW Energy Limited. JSWEBL proposes to set up a 2X800 MW captive power plant to meet the power requirement of JSW Bengal and sell excess power to WBEPCLV JSW Power Trading Co. Limited, at an estimated project cost of Rs. 9,680 crores, including investment for Coal Mine development of Rs. 2,000 crores, which is proposed to be funded by way of Debt and Equity in the ratio of 3:1. Target date for completion is FY 2014-15.

2. JSW Jharkhand Steel Limited

JSW Jharkhand Steel Limited was incorporated for setting up a steel plant in the State of Jharkhand. The Company is pursuing for various approvals/clearances viz., raw material linkages, land acquisition, environmental clearances, etc., for this project.

3. JSW Steel Processing Centres Limited (JSWSPCL)

JSW Steel Processing Centres Limited (JSWSPCL) is a 100% subsidiary of the Company. The subsidiary company was set up as Steel Service Centre consisting of HR/CR Slitter and cut to length facility with annual slitting capacity of 500,000 tonnes. The Company processed 3,04,718 tonnes of steel during the FY 2009-10, as compared to 1,04,110 tonnes in the previous year.

4. JSW Building Systems Limited (JSWBSL)

JSWBSL, a 100% subsidiary, was incorporated on 28 March, 2008 with its main objects as to design, make, prepare, develop, create, alter, replace, repair pre-fabricated building systems and technologies. It was envisaged that JSWBSL will be participating in the 50% equity capital of JSW Severfield Structures Limited, a JV Company incorporated in March 2009 with 50:50 Equity participation by JSWBSL and Severfield-Rowen Mauritius Limited. During the year, the Company has directly invested 50% Equity in the JV Company, instead of through JSWBSL.

B. Overseas Subsidiaries

1. JSW Steel (Netherlands) B.V. (JSW Netherlands)

JSW Netherlands is a holding Company for USA, UK and Chile Operations. It has 49% participation in the Equity of Georgia based Geo Steei LLC, incorporated under the laws of Georgia. The Company invested in the plate and pipe mill in USA and iron ore mining concessions in Chile and service centre in UK through the following step down subsidiaries.

(a) JSW Steel Holding (USA) Inc. and its Subsidiary JSW Steel (USA) Inc.

During the financial year 2009-10, the performance of Plate and Pipe Mill in USA continued to be impacted due to high cost Raw material inventory and lower capacity utilization. For the year 2009-10, the Subsidiary Company produced 195,275 net tonnes of Plates and 73,969 net tonnes of Pipes, and achieved capacity utilization of 19% and 13%, respectively.

There has been improvement in US operations during the last quarter i.e. Q4 FY 2009-10, with increase in capacity utilization at the back of improved market demand and lower costs. The US Subsidiary achieved positive EB1DTA of US$ 2.08 Million during Q4 FY 2009-10.

It is expected that during the next fiscal FY 2010-11, US operations will show progress in terms of operational

performance with improved capacity utilization and also improved financial performance with better realizations,

(b) JSW Steel (UK) Limited and its Subsidiaries namely Argent Independent Steel (Holdings) Limited and JSW Steel Service Centre (UK) Limited

JSW Steel Service Centre (UK) Limited has slitting and blanking facilities to cater to specific customer requirements.

The latest demand forecasts indicate massive processing overcapacity, in the industry as a whole, reduced consumer demand and poor margins in the first half of FY 2010. Given this situation, the Company has to respond to these market pressures and at the same time generate revenues from the lowest possible cost base. It has been decided that until the market improves significantly, the Company will explore alternate Markets and opportunities.

During the year under review, JSW Steel Service Centre (UK) Limited processed 11,143 tbnnes of steel.

(c) JSW Panama Holdings Corporation and Chilean subsidiaries namely Inversiones Eurosh Limitada, Santa Fe. Mining and Santa Fe Puerto S.A

During the financial year 2009-10, the feasibility studies were carried out by the Subsidiary Company for starting beneficiation operations using wet process. Preparation of Feasibility report for beneficiation operations Is in progress.

Considering rebound in commodity market leading to increase in long-term Annual Price for FY 2010-11, the Subsfdiary Company has decided to commence mining under the dry method by contractual mining route.

Parallelly, the Subsidiary Company contemplates to commence work on putting up wet beneficiation plant of 2.5 to 3 MTPA beneficiated ore to be operational In FY 2011-12. i 2. JSW Natural Resources Limited (JSWNRL) and its Subsidiary

JSW Natural Resources Mozambique Lda (JSWNRML)

JSW Natural Resources Limited was incorporated in Mauritius to pursue acquiring coal assets/otheriassets relating to steel business.

JSW Natural Resources Limited fdrmed a wholly owned subsidiary in Mozambique to acquire Coal assets and engaging in the business of prospecting and exploration of Coking/Thermal Coal.

While thermal coal was found on drilling and on receipt of test report, in one of the Mining concessions held in Mozambique, the drilling of second concession did not yield any positive result. Efforts are in progress to explore and evaluate other alternatives to acquire and develop coal mines.

C. Joint Venture Companies

1. Geo Steel LLC

Georgia based Joint Venture Geo Slteel LLC in which your Company holds 49% equity through JSW Steel (Netherlands) B.V, has set up a steel rolling mill in Georgia with annual production capacity of 175000 tonnes in the industrial area of Rustavi in Georgia. The plant became operational during cuitrent year 2009-10. It is designed to produce rebar through hot rolling process by using steel billets produced through the Electric Arc Furnace Route.

Geo Steel had started commercial production with effect from January 2010 and has produced 16260 tonnes of Billets and 7435 tonnes of Rebar during the quarter January - March 2010. The Gross Turnover was USD 7.3 Million.

2. Rohne Coal Company Private Limited

Your Company holds 49% equity in Rohne Coal Company Pvt. Ltd. (JSW group is holding 69%, including that of the Company), which is a joint Venture with three other partners (two partners from outside the Group). This JV Company received the final allotment letter from the Government of India for development of Rohne Coal Block. Mining plan has been approved by Ministry of Coal. The application for Mining Lease is under consideration. In-principle approval for railway siding for Coal Mine has been obtained from East Central Railway. Environmental clearance has been recommended by the Expert Appraisal Committee and the final clearance from Ministry of Environment and Forests (MoEF) is awaited. Forest clearance is under process.

3. MJSJ Coal Limited

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 Coal Limited. Mahanadi Coalfields Ltd., a Public Sector Company holds 60% of the equity. Land acquisition is under progress.

4. Gourangdih Coal Limited

Ministry of Coal (MoC), Government of India has allocated Gourangdih ABC Thermal coal block in the State of West Bengal having a geological reserve of 131.7 million tonnes of thermal coal for captive mining jointly by the Company and Himachal EMTA Power Corporation Ltd. (HEPL) by working through a 50:50 Joint Venture Company for meeting their proportionate share of requirement of coal. To pursue this objective, a JV Company, Gourangdih Coal Ltd. (GCL), has been incorporated on 26th October 2009 with its Registered Office inKolkata.

5. Toshiba JSW Turbine and Generator Private Limited

Toshiba JSW Turbine & Generator Pvt. Ltd. was incorporated with a shareholding of 75% by Toshiba Corporation Ltd., Japan, 20% by JSW Energy Ltd. and 5 % by the Company, 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 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.

6. Vijayanagar Minerals Private Limited (VMPL)

During the financial year 2009-10, VMPL supplied 1.76 million tonnes of iron Ore from Thimmappanagudi Iron Ore Mines, vis-a-vis 1.50 million tonnes in the last financial year 2008-09. VMPL has planed to supply 2.5 million tonnes during the next FY 2010-11. VMPL is set to enhance the production capacity to 4 million tonnes in TIOM subject to Forest and Environment clearance.

7. JSW Severfield Structures Limited (JSSL) and its Subsidiary JSW Structural Metal Decking Limited (JSWSMD)

JSSL a Joint Venture Company was incorporated on 19 March 2009, with 50:50 Equity participation by the Company and Severfield- Rowen Mauritius Limited.

The Project having a capacity of 35000 tonnes per annum of Structural Steelwork facility is being set up at Vijayanagar Works and is under implementation.

JSSL will be engaged in design, fabrication and erection of structural steelwork and ancillaries, including decking for construction projects in India, Pakistan, Bangladesh, Nepal, Sri Lanka and Bhutan. The Company is expected to start commercial production during FY 2010-11.

JSWSMD a downstream subsidiary company of JSSL being 67:33 joint venture with SMD Asia LLP, UK was incorporated on 18 December, 2009. JSWSMD will be engaged in the business of the design, roll forming and installation of structural metal decking and ancillaries, including shear connectors, for construction projects primarily In India but also covering Pakistan, Bangladesh, Nepal, Sri Lanka and Bhutan (Jointly the "Core Markets"). The Company is expected to start commercial production during FY 2010-11.

O. Associate Companies

Jindal Praxair Oxygen Company Private Limited (JPOCL)

The oxygen plants of JPOCL have been working satisfactorily primarily to meet the requirement of the steel plant operations at Vijayanagar Works. During the financial year 2009-10, the combined production of the oxygen plant module #1 and module # 2 of JPOCL was: gaseous oxygen - 1,009 million Nm3; gaseous nitrogen - 309 million Nm3; Liquid oxygen - 8.8 million Nm3; Liquid nitrogen - 14.8 million Nm3 and Argon - 12.5 million Nm3.

6. MOU WITH JFE

Your Company has signed a Strategic Collaboration Agreement with JFE Steel Corporation, the world renowned Japanese steel company on 19 November 2009 at Mumbai. This collaboration agreement provides an ideal platform for both the steel companies to come together and leverage each others strength to their mutual benefit.

The parties have in principle agreed, subject to (i) obtaining all regulatory approvals, (ii) entering into definitive agreements, and (iii) fulfilling all conditions precedent as may be agreed to between the parties in the definitive agreements, to collaborate with each other in India in the area of automotive steel including production technologies and supply of substrate materials for hot rolled, cold rolled and galvanized products. The scope also covers joint service activities including application engineering and product development for automotive customers. Separate detailed agreements which shall spell out the scope and time-frames will be executed between the two companies area by area.

JFE and the Company have also arrived at a broad consensus on the areas where possible mutual collaboration can be explored in India in the near future in accordance with applicable laws. The areas include:

1) Production of steel products other than automotive steel

2) Energy reduction programmes

3) Environmental programmes

4) Quality and yield improvement programmes

5) Performance audit of JSW facilities

6) Benchmarking of techno-economic parameters between the parties

7) Procurement of raw materials both in and outside of India

8) Project for building and operating an integrated steel production facility in JSWs West Bengal Steel Project

9) Mutual Stockholding

10) Other items which may come in the mutual interest of the parties.

Dedicated teams from both the Companies are working on certain areas identified in the Strategic Collaboration Agreement.

7. ACQUISITION OF COKING COAL MINES IN USA

The Company identified certain Coking Coal Assets in USA along with Railway Load out and Barge facility. Following the due diligence, the Board has approved the acquisition of these Assets. As per Companys estimates, these mines have resources aggregating to 123 million tonnes. The Company is in the process of formalising the acquisition. While one of these mines is operating, balance mines can be made operational over 24 Months. The business plan envisages commencing production of Coking Coal of 1 million tonnes in the first year to be ramped up to 3 million tonnes in 3rd year.

8. CREDIT RATING

Various long-term debt, medium term debt and bank facilities sanctioned and/or availed by the Company has been rated by Credit Analysis & Research Limited (CARE) as "CARE AA-" (Double AA minus).

The long term Non Convertible Debentures (NCDs) of the Company has also been assigned "CARE AA-" rating. "CARE AA-" indicates high safety for timely servicing of debt obligations and very low credit risk.

The short term debt/facilities sanctioned and/or availed by the Company has been assigned "PR1 +" rating by CARE. Short term NCDs have been assigned "PR1 +" rating. "PR1+" rating is the highest rating in the category and indicates a strong capacity for timely payment of short-term debt obligations and lowest credit risk.

9. FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. SHARE CAPITAL

The Companys 99,00,000 11% Cumulative Redeemable Preference Shares of Rs. 10 each (11% CRPS) were redeemed at a premium of Re. 1 per share on 8 March 2010, along with dividend due thereon for the Financial year 2009-10 up to the date of redemption, at the stipulated rate of 11% per annum, in terms of the Circular Resolution passed by the Board on 17 February 2010. There were no other changes in the Share Capital of the Company during the Financial Year under review.

11. ISSUE OF WARRANTS TO SAPPHIRE TECHNOLOGIES LIMITED, A PROMOTER GROUP ENTITY ON A PREFERENTIAL BASIS

An issuance of 1,75,00,000 warrants convertible into equity shares, to Sapphire Technologies Limited, a Promoter Group Entity has been approved by the Board, subject to necessary approvals, including that of the Members in an Extra Ordinary General Meeting to be convened on 2 June 2010 for the purpose. Each of these warrants will be convertible into 1 (one) Equity Share of par value of Rs.10 each at the option of the Warrant holder within 18 months from the date of their allotment. The Warrants will be issued at a price not less than the minimum price determined as per the provisions of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The shareholding of 45% held by the promoters as on 31 March 2010 will increase to 49.71 % of the post issue share capital on conversion of the aforesaid 1,75,00,000 warrants without considering the equity shares that may be issued upon conversion, if any, of the Companys outstanding Foreign Currency Convertible Bonds (FCCBs).

12. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the F.Y 2007-2008, your Company had issued 3250 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of US$ 100,000 each due 2012 (ISIN XS0302937031), aggregating to USS 325 Million to international investors to part finance the capital expenditure programme of the Company. Each Bond is convertible into equity shares of the face value of Rs.10 each of the Company at a conversion price of Rs. 953.40 per share, at any time on or after 7 August 2007 until the close of business on 21 June 2012, unless previously redeemed, converted or purchased and cancelled. The Bonds, which are not redeemed, converted or purchased and cancelled, are redeemable on 28 June 2012 at an amount equal to the principal amount of the Bonds multiplied by 142.801 percent.

Out of the aforesaid 3,250 Bonds issued, 8 bonds were converted into 33,799 equity shares which were allotted on 4 January 2008.

The Company repurchased and cancelled 15.36% of its remaining outstanding Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each, aggregating to US$ 49.80 million (USS 47.80 million in March 2009 & USS 2 million in April 2009) in accordance with the A.P. (DIR Series) Circular No. 39 dated 8 December 2008 issued by the Reserve Bank of India.

The principal amount of Bonds outstanding after this repurchase and cancellation is USS 274.40 million.

13. DIRECTORS

Mrs. Savitri Devi Jindal, Mr. Anthony Paul Pedderand Mr. Uday M. Chitate, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Dr. Vijay Kelkar who was appointed by the Board of Directors of your Company in its meeting held on 20 January 2010 as an Additional Director w.e.f. 20 January 2010 in terms of Article 123 of the Articles of Association of your Company, holds office upto the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 257 of the Companies Act, 1956 from a shareholder of your Company, signifying his intention to propose the name of Dr. Vijay Kelkar for appointment as a Director of your Company.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

Other changes in the Board of Directors of your Company during the year under review are as follows:

Karnataka State Industrial Investment and Development Corporation Limited (KSIIDC) nominated Mr. N. C. Muniyappa, IAS as its nominee on the Board of your Company in place of Mr. V. Madhu, IAS w.e.f. 16 June 2009. Subsequently KSIIDC nominated Mrs. Vandita Sharma, IAS, as its nominee on the Board of your Company, in place of Mr. N. C. Muniyappa, IAS w.e.f. 19 November 2009.

UTI Asset Management Company Ltd. withdrew the nomination of Mr. G. R. Sundaravadivel as a Director of your Company w.e.f. 11 May 2009 and appointed Mr. B. Babu Rao in his place. Subsequently UTI Asset Management Company Ltd. withdrew the nomination of Mr. B Babu Rao as a Director of the Company w.e.f. 1 February 2010 since the Company paid the entire outstanding and there were no dues to UTI as on date.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. V. Madhu, IAS, Mr. N. C. Muniyappa, IAS, Mr. G. R. Sundaravadivel & Mr. B. Babu Rao during their tenure as Directors of the Company.

14. AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Act.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure "A") hereto forming part of the report.

16. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the statement annexed (Annexure "B") hereto forming part of the report.

17. AWARDS AND ACCOLADES

Your Company and its employees received the following awards during the year:

i. Karnataka Chapter Safety Award 2009: Unnatha Suraksha Puraskara, a trophy and certificate was presented for outstanding safety performance and management systems in Metals category of industries during 2006-08, by National Safety Council, Karnataka Chapter, on 09 September 2009 at Bengaluru.

ii. Greentech Environment Excellence Award 2009: Gold award in metal and mining sector for outstanding achievement in Environment Management (10 October 2009, Kovalam).

iii. ISO-14001:2004 Certification: Vidyanagar Township was recommended for certification of ISO-14001:2004 for environmental management practices, on 23 September 2009, by TUV Rheinland Group.

iv. National Award for Excellence in Energy Management 2009:

Excellent Energy Efficient Unit Award 2009 for Best Energy Management Practices (19,20 November 2009, Chennai), by CII- Godrej Green Business Centre.

v. PMs Trophy 2007-08: Runner-Up of the best performing Integrated Steel Plant in the country, known as Steel Ministers Trophy (declared on 13 November 2009).

vi. CII-EXIM Award 2009: "Commendation Certificate for Significant Achievement" for Business Excellence by Confederation of Indian - Industries, on 17 December 2009 at Delhi.

vii. IMC Ramkrishna Bajaj National Quality Award: "Performance Excellence Trophy in the Manufacturing Category* by Indian Merchant Chambers Quality Cell, on 19 March 2010 at Mumbai.

Individual and Team Recognitions:

1. Dr. Madhu Ranjan, VP (R & D and SS), has been conferred with Metallurgist of the Year Award - 2009 instituted by the Ministry of Steel, Govt, of India, at the 47th National Metallurgists Day Celebrations held on the 14 November 09 at Kolkata.

2. Oral Presentation Category at 63rd Annua! Technical Meet, Kolkata a. Second Prize was won by -

1. Mr. Pranav Tripathi

2. Mr. Sujay P. Patil

3. Mr. D. Satish Kumar

4. Mr. Abhijit Sarkar

5. Mr. P. C. Mahapatra

b. Third Prize was won by -

1. Mr G.S. Rathore

2. Mr Mukul Verma.

3. National Award for Excellence in Energy Management 2009

Most Useful Presentation Award was won by JSW Steel team for making excellent presentation, on 20 November 2009 at Cll-Godrej Green Business Centre, Chennai.

18. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

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

(ii) they 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 or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

20. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Central Government of India, Republic of Chile, Central Government of Mozambique, USA and UK; the State Government of Karnataka, Maharashtra, Tamil Nadu, West Bengal and Jharkhand; the financial institutions, banks as well as the shareholders and debenture holders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors

Savitri Devi Jindal

Date: 3 May 2010 Chairperson