oswal spinning and weaving mills ltd Directors report
To the Members of
JSW STEEL LIMITED,
Your 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 | 21,126.60 |
| 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 | 1,167.58 | 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 | (2,467.66) |
| 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 | (8.91) | 21.71 | ||
| XI Share of profit from joint ventures (net) | 22.10 | (0.89) | ||
| 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 1st 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 1st April 2016 with the transition date of 1st April 2015 and the financial Statements for the year ended 31st March 2017 has been prepared in accordance with Ind AS. The financial statements for the year ended 31st 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 prepared 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 Finanical 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 Companys profitability improved.
(A) Standalone Results
Your Company delivered its highest ever production volumes, sales volume, EBITDA and Profit after tax during the FY 2016-2017.
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 demonetisation. However, sales of value added products grew by 17% YoY to 5.06 million tonnes for FY2016-17.
Revenue from operations for FY 2016-17 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 Companys net worth increased to Rs. 24098 crores as on March 31, 2017 as compared to Rs. 20410 crores as on March 31, 2016. The Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 pay out 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- -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 pre-treatment 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 Rs. 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.
Modernisation and capacity enhancement of Vasind and Tarapur downstream facilities. The modernisation 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, three 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 Companys 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 Companys 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 2016-17 was Rs. 630 crores as compared to the EBITDA of Rs. 348 crores in FY 2015-16. 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.
Modernisation 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 Companys 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 years 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 Companys wholly-owned subsidiary. Profit after tax for FY 2016-17 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 NATURAL RESOURCES INDIA LIMITED, JSW ENERGY (BENGAL) LIMITED (JSWEBL) AND JSW NATURAL RESOURCES (BENGAL) LIMITED (JSWNRBL)
As a part of the Companys overall growth strategy, JSW Bengal Steels 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 30th 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 is 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 31st 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 Companys 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 Companys 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 recognised 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 – WESTVIRGINIA, USA- BASED COAL MINING OPERATION
PLATE AND PIPE MILL OPERATION
During FY 2016-17, the US plate and pipe mills 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 utilisation 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) 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 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 18th 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 Carvo 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. JOINTVENTURE 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 Honble 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 Honble 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 Bengals Gourangdih, ABC thermal coal block. The Honble 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 ASTOSHIBA JSWTURBINE 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 Honble Supreme Courts 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 plants 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 utilisations, compared to loss after tax of Rs. 5 crores in FY 2015- 16.
9. JSWVALLABHTINPLATE 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 tax for FY 2016-17 was 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 Honble 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. 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 30th 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 7th 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 JFES technical help, the Company has been able to develop a wide range of Steels for Critical Auto End use applications such as Outer body panels, Bumper beams and other crash resistance parts with strength levels upto 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 JFEs 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 Companys 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 frame work is aimed at effectively mitigating the Companys 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 Companys 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 Steels 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 authorisation protocol.
• Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.
• De-risking the companys assets/ resources and protecting them from any loss.
• Ensuring the integrity of the accounting system; the 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, 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 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 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 organisation – this is largely facilitated by ERP implementation across the organisation.
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 Companys 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 Moodys 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/NCDs 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 sub-divided into 241,72,20,440 equity shares of face value of Rs. 1 each.
Change in Authorised 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 17th 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 Companys 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 Auditors 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 Companys 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-RobecoSAMs 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 Companys 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 Companys 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 23rd 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 23rd Annual General Meeting of the Company scheduled on 29th 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 Companys 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 Companys 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 8 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 Companys 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 AUDITORS 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 20th 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 23rd 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 Countrys 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 23rd Annual General Meeting until the conclusion of the 28th 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 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company, is placed for your approval.
EXPLANATIONTO AUDITORS 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 Companys 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 Companys 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 factors viz. estimates of cash flows, future price forecast of iron ore and coal, mineable resources, significant improvement in capacity utilisation, 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 23rd 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 reappointed M/s. Srinivasan & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2017-18.
23. RELATED PARTYTRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the financial year were on arms 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 17th 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 1st 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 Companys 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 Arms 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 Subdivision 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 17th May 2016 under the 1st Grant to the eligible employees of the Company and its Indian Subsidiaries, including the Wholetime 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 16th May 2017 under the 2nd 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 Companys 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 Companys 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 Steels 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 upscaled. 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 Companys 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 atVijayanagar 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 millscales 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 utilisation 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 utilisation 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 Upgradation 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 then 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 then 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,
Vijaynagar
Steelie Award 2016 in the Innovation category for development of advanced high strength automotive steels with speed and innovation at the 7th 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 3rd 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 2nd prize in the category of Integrated Steel Sector.
Golden Peacock Innovative Product/Service Award – 2016 awarded at the Institute of Directors 26th 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.
Dolvi
Conferred with Greentech 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 PMs Trophy 2014-15 & 2015-16 Assessment
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 judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2017 and of the Companys 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 COMPANYS 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 | |
| Place: Mumbai | Sajjan Jindal |
| Date:17th May 2017 | Chairman |
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- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
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- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
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Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
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This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.