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Directors Report of Jindal Steel & Power Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2016 is summarised below:

(Rs.in crore)

Particulars Standalone Consolidated

Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Sales & other income 12,852.46 13,686.79 18,632.26 19,626.27

Profit before finance cost and depreciation 2,481.31 4,018.63 3,633.03 5,707.52

Profit/(Loss) before tax (1,659.72) (639.41) (2,674.93) (1,542.75)

Less: Provision of Tax 640.84 (328.73) (676.30) (88.16)

Profit/(Loss) after tax (1,018.88) (310.68) (1,998.63) (1,454.59)

Balance brought forward from previous year 9,755.39 10,385.18 16,718.39 18,501.07

Profit available for Appropriations 8,736.51 10,074.50 14,816.38 17,222.95

Appropriations:

Debenture Redemption Reserve 237.54 212.54 237.54 337.54

General Reserve - - 0.70 32.68

Other Reserves - 106.57 590.54 134.34

Surplus carried to Balance Sheet 8,498.97 9,755.39 13,987.60 16,718.39

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

Your Board of Directors in its meeting held on May 03, 2016, subject to customary regulatory approval and other condition precedents had approved the Divestment of 1000MW power unit of the Subsidiary Company i.e. Jindal Power Limited located in Chhattisgarh to a related party i.e. JSW Energy Limited through a process of scheme or other mechanisms including transfer through special purpose vehicle ("SPV") and thereafter sale of entire share capital and other securities of the said SPV in terms of Share Purchase Agreement for an enterprise value of Rs.6,500 crore plus value of Net Current Assets as on the closing date. The valuation may vary based upon the achievement of Power Purchase Agreement(s), Fuel sourcing tie-ups as prescribed in the Agreement subject to the minimum of Rs.4,000 crore plus value of Net Current Assets as on the closing date.

FINANCIAL HIGHLIGHTS

On standalone basis the total revenue (net of excise) was Rs.12,852.46 crore as against Rs.13,686.79 crore in the previous year showing a decline of 6.1%.

Sale of Steel products in the domestic market was 27.36 Lakh MT as compared to 22.74 Lakh MT in the previous year showing an increase of 20.3% and total export was 2.41 Lakh MT as compared to 4.50 Lakh MT in the previous year showing a decrease of 46.4%.

Profit before tax (PBT) was Rs.(-) 1,659.72 crore as against Rs.(-) 639.41 crore in the previous year and profit after tax (PAT) stood at Rs. (-) 1,018.88 crore against Rs.(-) 310.68 crore in the previous year.

OPERATIONAL HIGHLIGHTS

Steel: Production of Finished Steel products during the year under review was 25.10 Lakh MT as against 23.19 Lakh MT in the previous year whereas production of semi steel products was 34.82 Lakh MT as against 30.82 Lakh MT in the previous year.

Power: During the year under review, 6,870 million Kwh of power was generated as against 7,340 million Kwh of power in the previous year.

Sponge Iron: Production of Sponge Iron during the year under review was 19.94 Lakh MT as against previous year production of 16.61 Lakh MT.

Pellet: 45.89 Lakh MT of pellets were produced during the year under review as against 32.19 Lakh MT in the previous year.

Machinery: Machinery division in Raipur unit produced 1,931 MT of castings and has done machining of 14,088 MT, as against 1,832 MT and 10,592 MT respectively in the previous year.

Mining: The mining of calibrated iron ore at captive mine at Tensa in Odisha was 6.22 Lakh MT as against previous year''s mining of 4.90 Lakh MT.

The detailed discussions on the operations have been given elsewhere in the report.

PROJECTS COMPLETED

Steel Plant at Angul, Odisha

Your Company has completed following operational facilities under Phase - I of 6 MTPA integrated Steel Plant at Angul in the State of Odisha:

a) Steel Melting Shop: Your Company has implemented 250 T Electric Arc Furnace which is one of the largest in India. This has doubled the Steel production in this Financial Year in comparison to the previous year.

b) Direct Reduced Iron Plant: 1.8 MTPA DRI Plant is a unique plant in the world which utilizes syngas (Produced from Coal) and improved its operational efficiency through various drives and hence doubled the production.

c) Plate Mill: Your Company has one of the widest plate mill (5mtrs. wide) plant with 1.2 MTPA capacity and is producing different types of value added plates for sectors such as Defence, Hydel Projects, Oil Exploration etc.

These plants are supported by 810 MW Captive Power Plant (6x135 MW), Air Separation Unit (2x1200 TPD), Lime Dolomite Plant (2x500 TPD), Coal Washery (6 MTPA) and Process Boilers (3x1800 TPH).

Steel Plant at Raigarh, Chhattisgarh

To enhance the plant''s productivity and output, your Company has completed the following new projects in Raigarh during the Financial Year under review:

1. Modification of EAF#01 of SMS-2 to NEOF which uses 85% HM and 15% DRI thus resulting in improved yield % and reduced conversion cost. The technology has been supplied by Tenova SPA, Italy.

2. Long Rail Welding facility at RUBM which is now welding 3 nos. of 87 Mtr Rails into 260 Mtr panels. The Company has now started dispatch of 260 Mtr long rails to DFCC.

3. Upgradation of Plate Mill for improvement in productivity and quality of plates and coils.

Pellet Plant at Barbil, Odisha

Your Company has completed Rapid Loading System and Fines Conveying System from wagon tippler to stock yard.

Machinery Division at Raipur, Chhattisgarh

Your Company has implemented following facilities during the Financial Year under review:

1. Installed CNC Oxyfuel Plate Cutting Machine in Fabrication shop to enhance fabrication capability.

2. Automated Annealing furnace through new Proportional Integral Derivate (PID) Controller to increase the efficiency of the furnace.

3. Enhanced capacity of Quality Lab by procuring equipment such as Extensometer for Universal Testing Machine, Brinell Hardness Tester, Notch Broching Machine and Profile Projector to meet NABL requirements.

Shadeed Iron & Steel, Oman

Shadeed Iron & Steel LLC, Oman, a Subsidiary Company has commissioned the world''s largest and most modern state-of-the-art 1.4 MTPA Rebar Mill on January 17, 2016 to supply finished steels, the first time in its five-year-history with the imminent production of Rebar''s for the construction industry to cater mainly to domestic and Middle East countries. The Steel-making and Rolling Complex was dedicated to the nation on March 20, 2016.

PROJECTS UNDER IMPLEMENTATION

Steel Plant at Raigarh, Chhattisgarh

Your Company has the following projects under implementation with a view to increase the efficiency of steel plants at Raigarh:

1. Head hardened rails for high speed applications and Metro rails and exports.

2. Installation of new reheating furnace in Rail and Universal Beam Mill to increase throughput.

3. Upgradation of Rail Finishing Facility at RUBM for Capacity and Dispatch Enhancement.

Steel Plant (Phase 1B) at Angul in the state of Odisha

Your Company is expanding the steel plant (Phase 1B) at Angul at brisk pace from the present 1.5 MTPA to 5 MTPA through the conventional integrated steel plant route i.e Coke Oven and By- Product Plant, Sinter Plant, Blast Furnace, Steel Melting Shop- II, Bar Mill and other allied units.

In Phase 1B units viz. Blast Furnace, Coke Oven and By-Product Plant, Sinter Plant, Steel Melting Shop - II; majority of civil work (~ 80%) has been completed. Structural Fabrication and Erection work is in progress and over 60% Fabrication and 50% Erection has been completed. Equipment erection has also commenced. Your Company is expecting to commission India''s biggest Blast Furnace (4554 cu.m) in the third quarter of Financial Year 2016-17.

The Bar Mill situated at Angul, Odisha has been commissioned in first quarter of the Financial Year 2016-17.

Machinery Division at Raipur, Chhattisgarh

In order to enhance the capacity and productivity of the division, your Company has planned the following additional equipment facilities:

1. Plate Bending Machine for higher thickness bending of Plates upto 120 mm (Thk) and 4000 mm (Wid).

2. Plate shearing machine for cutting of CS plates upto 12 mm and SS Plates upto 6mm.

3. Upgradation of EOT Crane 25/08 MT in Machine shop (bay no 3).

4. Equipment for Machine shop and assembly shop like Milling Head for CNC floor type Boring Machine (PAMA), In-situ Machine, Induction heater for shrink fitting.

5. New Pit Furnace for Hardening facility.

DIVIDEND

In view of the losses incurred during the FY 2015-16, your Board of Directors has not recommended any Dividend.

During the year, the unclaimed dividend of Rs.25,84,017/- (Rupees Twenty Five Lakh Eighty Four Thousand and Seventeen Only) pertaining to interim dividend of Financial Year 2007-08 and Rs.42,65,953/- (Rupees Forty Two Lakh Sixty Five Thousand Nine Hundred and Fifty Three Only) pertaining to final dividend of the Financial Year 2007-08, have been transferred to the Investor Education and Protection Fund, (IEPF), Government of India. The details including last date of claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

CREDIT RATING

Your Company''s domestic credit rating is "D" (single D) for the long-term debt/facilities/NCDs rated by Credit Analysis & Research Ltd. (CARE), CRISIL and ICRA Limited. CARE, CRISIL Ratings as well as ICRA Limited rated the Company''s short term debt/facilities at the level of "D".

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2015-16, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.2,00,00,00,000/- (Rupees Two Hundred crore only) divided into 2,00,00,00,000 (Two Hundred crore) equity shares of Rs.1/- (Rupee One) each. The paid up equity share capital as on March 31, 2016 was Rs.91,49,03,800/- (Rupees Ninety One crore Forty Nine Lakh Three Thousand and Eight Hundred only) comprising 91,49,03,800 (Ninety One crore Forty Nine Lakh Three Thousand and Eight Hundred) equity shares of Rs.1/- (Rupee One) each.

Your Company has an Employee Share Purchase Scheme namely JSPL ESPS 2013. Relevant Disclosure pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 are given as Annexure - E to this report.

NON-CONVERTIBLE DEBENTURES

The aggregate outstanding amount of Non-Convertible Debentures (NCDs) of the Company as on March 31, 2016 was Rs.3,912 crore. Out of Rs.3,912 crore, the NCDs amounting to Rs.300 crore were redeemed on April 4, 2016.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements entered into by the Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2, is attached herewith as Annexure - A to this Report.

All the related party transactions that were entered and executed during the year under review were in the ordinary course of business and at arm''s length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had obtained the prior approval of the Audit Committee under omnibus approval route before entering into such transactions.

Moreover, on the recommendations of the Audit Committee, your Board had revised the Policy on Related Party Transactions in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the amended provisions of the Companies Act, 2013.

The policy is uploaded at the below web link:

http://www.jindalsteelpower.com/img/admin/report/pdf/RPT_ Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company follows its global ambition to build a premium brand name for its quality steel solutions, expertise and with a view of expansion and diversification, it has created multiple subsidiaries, domestic and abroad, associates and joint ventures for facilitating these operations in various countries. A separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Ventures of your Company forms part of Consolidated Financial Statements in terms of Section 129 of the Companies Act, 2013.

The names of companies which have become or ceased to be its Subsidiaries, Associate Companies or Joint Ventures are also disclosed in that statement.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required be attached to this Report have been uploaded on the website of your Company viz. www.jindalsteelpower.com

Your Company has framed a policy for determining "Material Subsidiary", in terms of Regulation 16(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015. Jindal Power Limited is a material subsidiary of the Company in terms of the said policy. The Policy on Material Subsidiary has been uploaded on the Company''s website at the following link: http://www.jindalsteelpower.com/img/admin/ report/pdf/Policy_on_determining_material_subsidiary.pdf

The details of business operations/performance of major subsidiaries are as below:

JINDAL POWER LIMITED

Jindal Power Limited, a subsidiary company (JPL) is operating 2,800 MW power plant at Tamnar, Chhattisgarh.

During the year under review, 1,000 MW (4x250 MW) power plant generated 5,169 million units of power representing 58.85% Plant Load Factor (PLF) as against 8,113 million units of power representing 92.61% PLF in the previous year.

Commercial operation of first and second unit of 600 MW each of the 2,400 MW (4x600 MW) thermal power project being set up in Tamnar, Raigarh, Chhattisgarh was declared in March 2014.

Commercial operation of third unit of 600 MW of the 2,400 MW (4x600 MW) thermal power project was declared on January 15, 2015. With this, the installed power generation capacity of JPL has increased to 2,800 MW. During Financial Year 2015-16, these units generated 4,372 million units of power.

Jindal Power Limited (JPL) 258 km, 400 kV double-circuit transmission line is being used as an interstate transmission line belonging to the Western Region Interstate Transmission System. The Central Electricity Regulatory Commission (CERC) has granted a transmission license to the Company for carrying on business activity and has fixed provisional tariff for its use. During the year under review, JPL has earned transmission income of Rs.45.44 crore from this line.

During the year under review, JPL has recorded total revenue of Rs.3,513.19 crore and the loss after tax was Rs.102.49 crore.

SHADEED IRON & STEEL LLC, OMAN

Shadeed Iron & Steel LLC, Oman, a subsidiary of Jindal Steel & Power Ltd., is operating 1.5 MTPA or Brigutted Iron plant and Steel melt shop. It has recorded sales of Rs.2,815.77 crore, in the Financial Year 2015-16 and earned a profit after tax of Rs.6.18 crore.

JINDAL MINING SA (PTY) LIMITED, SOUTH AFRICA

The operating coal mine, recorded sales of Rs.110.69 crore in Financial Year 2015-16 and incurred a loss of Rs.39.64 crore.

JSPL MOZAMBIQUE MINERALS LDA, MOZAMBIQUE

The operating coal mine, recorded sales of Rs.10.60 crore in Financial Year 2015-16 and incurred a loss of Rs.267.07 crore.

WOLLONGONG COAL LIMITED (FORMERLY GUJARAT NRE COKING COAL AUSTRALIA LIMITED)

The operating coal mine recorded sales of Rs.37.02 crore in Financial Year 2015-16 and incurred a loss of Rs.420.50 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration/ mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

During the period under review, Mr. Rajeev Rupendra Bhadauria was appointed as an Additional Director and Whole-time Director by the Board of Directors in its meeting held on May 27, 2015. Subsequently, the Shareholders of the Company in the Annual General Meeting held on September 18, 2015 approved the appointment of Mr. Rajeev Rupendra Bhadauria as Director and Whole-time Director of the Company.

Key Managerial Personnel

Mr. Naveen Jindal, Chairman, Mr. Ravi Kant Uppal, Managing Director & Group CEO, Mr. Rajeev Rupendra Bhadauria, Whole- time Director, Mr. Dinesh Kumar Saraogi, Whole-time Director, Mr. Kannabiran Rajagopal, Group Chief Financial Officer and Mr. Jagdish Patra, Vice President & Group Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Harish Dua was appointed as the Acting Chief Financial Officer of the Company from April 01, 2015 till November 30, 2015. Mr. Kannabiran Rajagopal has been appointed as Group Chief Financial Officer of the Company w.e.f. February 13, 2016.

Resignation

Mr. Harish Dua resigned from the position of Acting Chief Financial Officer w.e.f. November 30, 2015, Mr. Ratan Jindal resigned from the position of Non-Executive Director of the Company w.e.f. March 30, 2016 and Mr. Chandan Roy has resigned from the position of Independent Director of the Company w.e.f. June 07, 2016.

Your Directors would like to record their deep sense of appreciation for the enormous contributions made by them during their respective tenures.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Shallu Jindal, Non-Executive Director and Mr. Dinesh Kumar Saraogi, Whole-time Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment. Your Board of Directors recommends their re- appointment.

BOARD EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and Individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of performance of Directors individually, Board as a whole and following Committees of the Board of Directors.

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Health, Safety, CSR and Environment Committee

iv) Stakeholders'' Relationship Committee

v) Risk Management Committee and

vi) Investment Committee

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Board approved the evaluation made by the Nomination and Remuneration Committee.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In term of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 25, 2016 for the Financial Year 2015-16.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

c. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MEETINGS OF THE BOARD AND COMMITTEES

The details of the number of meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from each Independent Director that he/she meets the criteria of independence as laid down under the Companies Act, 2013 read with Schedule IV and Rules made thereunder, as well as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfil/meet the criteria of independence.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on website of the Company: http://www.jindalsteelpower.com/img/admin/report/ pdf/Remuneration_Policy.pdf.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board''s 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 being sent to the members and others entitled thereto both electronically, who have registered their email address with the Company and physically to those, who have not registered their email address with the Company.

Members and other entitled persons who have not registered their e-mail address 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 or Corporate office of the Company on all working days of the Company, between 10.00 am and 1.00 pm or by requesting a physical copy by writing to the Company Secretary. The aforesaid disclosure is also set out in Annexure-B to this report.

STATUTORY AUDITORS

M/S S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Regn. No. 301003E), Statutory Auditors of the Company, have shown their inability for their re-appointment as the Auditors of the Company and therefore resigned upon the conclusion of the ensuing Annual General Meeting.

The Company has received a Special Notice under Section 140 (4) read with Section 115 of the Companies Act, 2013 from M/s Opelina Finance and Investment Limited in the capacity of a member of the Company proposing a resolution at the ensuing Annual General Meeting for appointment of M/s Lodha & Co., Chartered Accountants (ICAI Firm Registration No. 301051E) as Statutory Auditors in place of M/s S. R. Batliboi & Co. LLP, Chartered Accountants. M/s Lodha & Co., Chartered Accountants, have agreed to and given their consent for their appointment as the Statutory Auditors of the Company. M/s S. R. Batliboi & Co. LLP, Chartered Accountants have maintained the highest level of governance and substantially contributed in to the efforts of the Company towards strengthening the internal controls, processes and procedures in line with expanding size of operations. The Board places on record its deep sense of appreciation for the services rendered and guidance given by them as the Statutory Auditors of the Company. In terms of Section 139(2) of the Companies Act, 2013, the Board has recommended the appointment of M/s Lodha & Co., Chartered Accountants as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the Thirty Seventh Annual General Meeting up to the conclusion of the Forty Second Annual General Meeting, subject to ratification at each Annual General Meeting, at a remuneration that may be decided by the shareholders.

Comments/Qualifications of the Auditors in their report and the notes forming part of the Accounts are self-explanatory. Management representations to these qualifications/comments are as follows:

A. During the previous year, the Hon''ble Supreme Court vide its judgement dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Supreme Court also directed the Coal block allottees to pay an additional levy of Rs.295 per MT on the coal extracted from the operational mines. The review petition filed by the Company and its subsidiary company JPL before the Hon''ble Supreme Court of India against the order challenging cancellation of coal blocks and imposing additional levy of Rs.295 per MT on coal extracted with retrospective effect, is still pending.

In the meanwhile, the Company has paid Rs.3,267.43 crore (including Rs.1,185.20 crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines from the commencement of coal mining in the year 1993 to September 30, 2014. Out of the said amount, on the basis of the legal advice obtained by the Company that additional levy of Rs.295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs.1,911.64 crore (including Rs.1,103.87 crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middling has been shown an exceptional item in the Statement of Profit and Loss. The balance amount of Rs.1,355.79 crore (including Rs.81.33 crore related to its subsidiary company JPL) being additional levy of Rs.295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable. On the same principle, the Company has accrued additional levy of Rs.178.18 crore (including Rs.85.78 crore payable by its subsidiary company JPL) based on coal extracted excluding shale, rejects and ungraded middling from October 1, 2014 to June 30, 2015.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

B. The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the Company and difference, if any shall be accounted for when the matter is finally settled.

COST AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, for auditing the cost records of the Company for the Financial Year 2016-17.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, is included in the Notice convening the 37th AGM of the Company.

SECRETARIAL AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company for the Financial Year 2015-16. The Secretarial Audit Report is annexed herewith as Annexure- C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Your Board of Directors has appointed M/s RSMV & Co. Company Secretaries for the Financial Year 2016-17 to conduct the Secretarial Audit of the Company.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognises that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management 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 change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation planning. More details about this Committee and its role and responsibilities are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by M/s S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company in view of the provisions under the Companies Act, 2013 is given elsewhere in this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on the Corporate Social Responsibility (CSR) activities for the Financial Year 2015-16 as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure - D.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation during the year under review except the following significant orders passed by the Regulators/courts in the previous year.

De-Allocation of Coal Blocks

Following the petition by M L Sharma vs The Principal Secretary & Ors and subsequent other Writs, the Hon''ble Supreme Court of India vide its judgement dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of Coal Blocks those were allotted from 1993 onwards through Screening Committee. Following the order of the Hon''ble Supreme Court, the Central Government had promulgated The Coal Mines (Special Provisions) Ordinance, 2014 [now an Act], conferring power upon the Government to auction the Coal Blocks falling into Schedule-I consisting of 204 Coal Blocks as mentioned in the said Act.

Subsequently, the Government proceeded with the auction of Coal Blocks falling under Schedule II consisting of total 42 Coal Blocks and as notified through circular of Ministry of Coal. The sale of tender document took place from December 27, 2014 and Company and its subsidiary Jindal Power Limited (JPL) participated in the said auction process where the Electronic Bidding commenced from February 14, 2015 and ended on February 22, 2015 in which JPL won Gare Palma IV/2 & IV/3 Coal Block. Likewise after going through all procedural formalities as mentioned in the Tender Document and as prescribed in The Coal Mines (Special Provision) Ordinance, JPL made the winning bid for Tara Coal Block and the result was declared via MSTC web-site (the Coal Block Auction Platform).

Similarly the tender document sale of Schedule-III Coal Blocks, consisting of total 59 Coal Blocks started on January 7, 2015 and the Electronic Auction took place from March 4, 2015 to March 9, 2015 consisting of only 13 coal blocks in the 1st phase. The Company and JPL participated in the said auction process.

However, on March 20, 2015, JPL received a letter via E-mail from the office of Nominated Authority wherein it was conveyed that JPL was not declared successful bidder for Gare IV/2 and IV/3 and Tara Coal Block on the ground that the highest bidder does not reflect fair value, which has been challenged in Hon''ble High Court of Delhi and the matter is sub-judice.

Despite the aforesaid challenges faced by the Company during the previous year, your Company is fully geared to cater to the coal requirement of its entire planned generation through Coal Linkage and e-auction etc. The Board of the Company is sanguine about winning more Coal Blocks, which are planned to be auctioned in the subsequent rounds.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state:

(a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that the Directors has 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 your Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Business Responsibility Report

As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as a part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure-F to this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - G to this Report.

Certificate on Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from M/s RSMV & Co., Company Secretaries in practice confirming compliance with the conditions of Corporate Governance is annexed herewith as Annexure-I to this Report.

Whistle Blower and Vigil Mechanism

Your Company has formulated a vigil mechanism in place namely, Group Whistle Blower Policy (GWB) to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company''s code of conduct or ethics policy. The details of policy is explained in Corporate Governance Report and also uploaded on Company''s website under the web link: http://www.jindalsteelpower.com/img/ admin/report/pdf/whistle.pdf

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted Internal Complaints Committee having designated independent member(s) to redress complaints regarding sexual harassments. During the year, no complaint regarding sexual harassment has been reported.

Listing

The Securities and Exchange Board of India (SEBI), vide their notification dated September 02, 2015 issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of Capital Markets to ensure better enforceability. The said regulations were effective from December 01, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited in the month of January.

Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2016-17 to the BSE Ltd. and the National Stock Exchange of India Ltd.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - H to this Report.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Company''s organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company''s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Naveen Jindal

Place: New Delhi Chairman

Dated : June 21, 2016 DIN : 00001523


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report and Audited Financial Statements for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2015 is summarized below: (Rs. in Crore)

Particulars Standalone

Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Sales & other income 13,686.79 14,001.79

Profit before finance cost and 4,002.12 3,905.71

depreciation

Profit/(Loss) before tax (639.41) 1,600.64

Less: Provision of Tax (328.73) 308.69

Profit/(Loss) after tax (310.68) 1,291.95

Balance brought forward from 10,385.18 9,884.71

previous year

Profit available for Appropriations 10,074.50 11,176.66

Appropriations:

Interim Equity dividend - -

Proposed Final Equity dividend - 137.23

Corporate Tax on dividend - 1.22

debenture Redemption Reserve 212.54 146.00

General Reserve - 129.19

Other Reserves 106.57 377.84

Surplus carried to Balance Sheet 9,755.39 10,385.18

Particulars Consolidated

Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Sales & other income 19,626.27 1,9351.94

Profit before finance cost and 5,685.42 5,522.46

depreciation

Profit/(Loss) before tax 368.89 2,512.01

Less: Provision of Tax (88.16) (618.21)

Profit/(Loss) after tax (1,454.59) 1,893.80

Balance brought forward from 18,501.07 17,735.07

previous year

Profit available for Appropriations 17,222.95 19,645.43

Appropriations:

Interim Equity dividend - 4.82

Proposed Final Equity dividend - 137.23

Corporate Tax on dividend - 24.14

debenture Redemption Reserve 337.54 33.50

General Reserve 32.68 156.83

Other Reserves 134.34 787.84

Surplus carried to Balance Sheet 16,718.39 18,501.07

There are no material changes and commitments affecting the financial position which have occurred between the end of the Financial Year 2014 -15 and the date of this report.

RESULTS OF OPERATIONS

Steel : Production of finished steel

products during the year under review was 23,18,830 MT, as against 21,53,613 MT in the previous year, whereas production of semi steel products was 30,82,302 MT, as against 28,85,779 MT in the previous year.

Power : during the year under review, 7,339.82 million Kwh of power was generated, as against 5,643.95 million Kwh of power in the previous year.

Sponge Iron : Production of Sponge Iron during the year under review was 16,60,913 MT, as against previous year''s production of 13,19,985 MT.

Pellets : 32,18,677 MT of pellets were produced during the year under review, as against 41,48,974 MT in the previous year.

Machinery : Machinery division in Raipur unit produced 1,832 MT of castings and has done machining of 11,564 MT, as against 1,791 MT and 14,033 MT, respectively in the previous year.

Mining : The mining of calibrated iron ore at captive mine at Tensa in Odisha was 4.90 Lakhs MT as against previous year''s mining of 5.41 Lakhs MT. Coal mining at captive mine was 122.37 Lakhs MT as against previous year''s mining of 122.25 Lakhs MT.

PROJECTS COMPLETED

Steel plant at Angul, Odisha

1. Your Company has following operational facilities under phase-I of 6 MTPA integrated steel plant at Angul in the state of Odisha:

a) 810 MW Power Plant (6x135MW), Plate mill (1.2 MTPA) and plate leveller, Steel Melting Shop (1.5 MTPA) including 1x250 T EAF and ladle furnace, RH Degasser and other associated facilities, along with 2300 MM wide Slab Caster, Oxygen Plant (2x1200 Tonnes/day), Lime & dolomite Plant (2x500 Tonnes/day), Coal Washery (6 MTPA ROM), process boiler (I & II) (3x180TPH), material handling system and housing colony.

b) direct Reduced Iron (DRI) Plant (1.8 MTPA) along with Coal Gasification Plant 225,000 Nm3/HrBF (CGP). CGP is a unique facility which converts indigenous high ash coal to syngas and used for steel production in DRI Plant, which is first-of-its-kind technology used in the world.

c) 29.4 Km cross country pipeline was commissioned in May 2014 which supplies water from Samal barrage at Brahmani river to Angul Plant.

Steel plant at Raigarh, Chhattisgarh

1. Coal Washery with the annual capacity of 1.2 MTPA has been modernized with an objective to upgrade it with the latest technology in Coal Washeries and Energy conservation. This project was completed in April 2014.

2. SMS-II and SMS-III has commissioned the most advanced technology of EAF slag processing Slag Atomization Plant (SAP) in month of May 2014 and April 2015, respectively. The technology has been supplied by M/s Ecomaister Co. Ltd.

3. The work towards the upgradation of Blast Furnace-I is being expedited. various new facilities have been added to the system for enhancing the performance. The technology for the modernization project has been provided by M/s SDM, China and Mecon Limited.

4. Blast Pressure Recovery Turbine (BPRT) system has been installed for utilizing the kinetic energy of top gas of blast furnace for minimizing the energy consumption required for producing per ton of hot metal. dry gas cleaning plant has been installed in place of the wet system.

5. Slab Caster Project with maximum 3000mm wide has been commissioned in the month of September, 2014 and has many state-of-the-art features.

Pellet plant at Barbil, Odisha

Pellet Plant - II having capacity of 4. 5 MTPA has been completed and commissioned with wet grinding circuit.

Machinery division at Raipur, Chhattisgarh

Centrifugal casting machine has been commissioned which is capable of casting pipe from ID 100 to 860 mm and Length 3000 to 6600 mm, EOT Crane (10 MT) with 23 meter span in Foundry shop and Shell core shooter machine for making mould for small object in Foundry Shop have also been commissioned. CNC oxyfuel gas cutting machine for site work at Angul, Bevelling machine, Embossing machine, UT machine for Quality laboratory have also been installed for enhancing production capacity.

Shadeed Iron & Steel, Oman

Shadeed Iron & Steel LLC, Oman, a subsidiary company has commissioned a 2 MTPA steel melting shop, which includes a 200T capacity EAF, Ladle Furnace, Vacuum Degassing and 1x8 strand Billet-cum-round caster.

PROJECTS Under IMPLEMENTATION

Steel plant at Raigarh, Chhattisgarh

With a view to increase the efficiency of the steel plant at Raigarh, the following facilities are under implementation viz. head hardened rails will be produced for high speed applications and Metro rails as well as for exports; upgradation of plate mill for improvement in plate and coil quality; and installation of new reheating furnace in Rail and Universal Beam Mill.

Pellet plant at Barbil, Odisha

Rapid loading system and Fines conveying system from wagon tippler to stock yard are under implementation.

Machinery Division at Raipur, Chhattisgarh

To enhance the capacity and productivity of unit following additional equipment/ facilities are planned:

1. Upgradation of EOT crane-25/08 MT in bay no.-03

2. Load testing facility for EOT cranes

3. Reconditioning/up gradation of old equipment of sub-station and control room

4. Plate bending machine for higher thickness bending of plate up to 120 mm thick

5. CNC Lathe machine for machining of higher diameter rope drum for EOT Cranes

6. Equipment for QA laboratory for NABL accreditation of laboratory

7. Plate shearing machine

8. New pit furnace for hardening

9. Equipment for machine shop & assembly shop like Milling Head for CNC floor type boring machine (PAMA), Milling head for CNC Sanko machine, In-situ machine, Induction heater for shrink fitting

Shadeed Iron & Steel, Oman

Bar Mill of 1.4 MTPA capacity will be setup to make the Oman works as fully integrated steel plant and the mill will be commissioned by the year-end. The order has been placed with M/s Danieli.

DIVIDEND

In view of the losses during the Financial Year 2014-15, your Directors have not recommended any dividend.

During the year, the unclaimed dividend of Rs. 36,33,996 pertaining to the Financial Year 2006-07 has been transferred to the Investor Education and Protection Fund, Government of India. The details including last date of claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

CREDIT RATING

Your Company''s domestic credit rating is ''AA'' (Under Watch) for the long-term debt/ facilities/NCDs by Credit Analysis & Research Ltd. (CARE). Your Company is also rated as ''AA-/Negative Outlook'' by CRISIL Ratings and ''AA-'' Ratings watch with negative implications) by ICRA Limited. CARE, CRISIL Ratings as well as ICRA Limited rated the Company''s short term debt/facilities at the highest level of ''A1 ''

The ratings derive strength from the operational track record of the group, cost competitiveness, flexibility derived from diversified product portfolio and the Company''s efforts to reduce its dependence on thermal coal, improve cost efficiency and de-leverage its balance sheet.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the Financial Year 2014- 15, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI).

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 91.49 crore. During the year under report, your Company has, on July 21, 2014, allotted 17,816 equity shares of Rs.1/- each in terms of Company''s Employees Share Purchase Scheme - 2013. Relevant disclosures in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 are given as Annexure - A to this report.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued on private placement basis 20,500 Listed Rated Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- (Rupees Ten Lakh only) each in 3(three) tranches aggregating to Rs. 2,050 Crore. The said debentures have been listed on BSE Limited under WDM segment.

The aggregate outstanding amount of NCDs of the Company as on March 31, 2015 was at Rs. 3,912 crore.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were in the ordinary course of business and at an arm''s length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the provisions of the Listing Agreement. Your Directors draw attention of the members to Note 41 to the financial statement which sets out related party disclosures.

Based on the recommendations of the Audit Committee, your Board of Directors had approved the Policy on Related Party Transactions in accordance with Clause 49 of the Listing Agreement and as per the provisions of the Companies Act, 2013. The policy is uploaded at the below weblink: http://www.jindalsteelpower.com/img/admin/report/pdf/ RPTpolicyJSPL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INvESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

A separate statement containing the salient features of Financial Statements of Subsidiaries, Associates and Joint Ventures of your Company forms a part of consolidated financial statement in terms of Section 129 of the Companies Act, 2013. The names of companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies are also disclosed in that statement.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office. The financial statement including the consolidated financial statement and all other documents required be attached to this report have been uploaded in the website of your Company viz. www. jindalsteelpower.com

Your Company does not have any material subsidiary companies as defined under Clause 49 (V) (E) of the Listing Agreement. However, your Company has framed a policy for determining ''material subsidiary'' and the same is uploaded in the Company''s website at the following link: http://www.jindalsteelpower.com/img/ admin/report/pdf/policy_on_material_ subsidiary.pdf

The details of major subsidiary companies are given below:

Jindal Power Limited

Jindal Power Limited, a subsidiary company (JPL) is operating 2,800 MW power plant at Tamnar, Chhattisgarh.

1,000 MW (4x250MW) power plant generated 8,113 million units of power representing 92.6% Plant Load Factor (PLF) as against 8,225.58 million units of power representing 93.9% PLF in the previous year. This plant has been ranked as fourth best performing power station among 25 major operating stations in the country by Central Electricity Authority (CEA) on PLF during the Financial Year 2014-15.

Commercial operation of first and second unit of 600 MW each of the 2400 MW (4X600 MW) thermal power project being set up in Tamnar, Raigarh, Chhattisgarh was declared in March 2014. During Financial Year 2014-15, these units generated 2,523 million units of power.

Commercial operation of third unit of 600 MW of the 2400 MW (4X600 MW) thermal power project was declared on January 15, 2015. With this, the installed power generation capacity of JPL has increased to 2800 MW. Test synchronization of fourth unit of 600 MW was achieved on March 26, 2015 and the unit achieved full load on March 28, 2015.

JPL''s 258 km, 400 kv double-circuit transmission line is being used as an inter state transmission line belonging to the Western Region Inter-state Transmission System. The Central Electricity Regulatory Commission (CERC) has granted a transmission license to the Company for carrying on business activity and has fixed provisional tariff for its use. During the year under review, JPL has earned transmission income of Rs. 45.44 crore from this line.

during the year under review, JPL has recorded total revenue of Rs. 3,610.55 crore and the loss after tax was Rs. 170.83 crore.

Shadeed Iron & Steel LLC, Oman

Shadeed Iron & Steel LLC, Oman is operating 1.5 MTPA Hot Briquette Iron plant and 2 MTPA Steel Melt Shop. It has recorded sales of Rs. 3,132.87 crore in the Financial Year 2014-15 and earned a profit after tax of Rs. 316.57 crore.

Jindal Mining SA (Pty) Limited, South Africa

The Company, operating coal mine, recorded sales of Rs. 217.32 crore in Financial Year 2014-15 and incurred a loss of Rs. 37.37 crore.

JSPL Mozambique Minerals LDA, Mozambique

The Company, operating coal mine, recorded sales of Rs. 232.39 crore in Financial Year 2014-15 and incurred a loss of Rs. 191.72 crore.

Wollongong Coal Limited (formerly Gujarat NRE Coking Coal Australia Limited)

The Company, operating the coal mine recorded sales of Rs. 46.31 crore in Financial Year 2014-15 and incurred a loss of Rs. 761.82 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

During the period under review, the Board of Directors of your Company appointed four additional directors viz. Mr. Chandan Roy (Independent Director), Mr. Rajiv Sharma and Mr. Shalil Mukund Awale (Nominee Directors appointed by IDBI) and Mr. Rajeev Rupendra Bhadauria as Additional and Wholetime Director. Mr. Ajit M. Ingle was appointed as Nominee Director by IDBI Bank Ltd. w.e.f. May 3, 2014.

Your Directors recommend the appointment of Mr. Chandan Roy as an Independent Director for a period of five years w.e.f December 19, 2014, Mr. Shalil Mukund Awale as a Non-Executive Director/ Nominee Director and Mr. Rajeev Rupendra Bhadauria as a Director and Wholetime Director for a period of three years w.e.f May 27, 2015 at the ensuing AGM.

Key Managerial Personnel

Mr. Naveen Jindal, Chairman, Mr. Ravi Kant Uppal, Managing Director & Group CEO, Mr. Rajeev Rupendra Bhadauria, Wholetime Director, Mr. Dinesh Kumar Saraogi, Wholetime Director, Mr. Harish Dua, Acting CFO and Mr. Jagdish Patra, Vice President & Group Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Jagdish Patra was appointed as Vice President & Group Company Secretary of your Company w.e.f August 1, 2014 and Mr. Rajeev Rupendra Bhadauria was appointed as an Additional Director and Wholetime Director w.e.f May 27, 2015.

The details of the remuneration paid to the Key Managerial Personnel appointed by your Company in accordance with the provisions of Section 203 of the Companies Act, 2013 are set out in this Report.

Resignations/Retirement

Mr. Rajiv Sharma and Mr. Ajit M. Ingle ceased to be the Nominee Directors consequent to withdrawal of their Nomination by the IDBI Bank Limited w.e.f. March 04, 2015 and October 20, 2014 respectively. Mr. K. Rajagopal resigned from the position of Group CFO & Director of the Company from the close of business hours of March 31, 2015.

Mr. T.K. Sadhu, Company Secretary superannuated from the services of the Company w.e.f. July 31, 2014.

Your Directors would like to record their appreciation for the services rendered by them.

Retirement by Rotation

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. Naveen Jindal, Chairman and Mr. Ravi Kant Uppal, Managing Director & Group CEO will retire by rotation at the ensuing AGM of your Company and being eligible offer themselves for re- appointment as Directors of your Company. The Board of Directors of the Company has recommended their re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the following Committees of the Board of Directors:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Health, Safety, CSR and Environment Committee

iv) Stakeholders Relationship Committee and

v) Investment and Risk Management Committee.

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules made thereunder, as well as Clause 49 of the Listing Agreement. The Board considered the independence of each of the Independent directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement, the Board of directors have, on the recommendations of Nomination and Remuneration Committee, formulated the policies for Nomination and Remuneration of directors, KMP and Senior Management of your Company. Remuneration policy of your Company is forming part of the Corporate Governance Report.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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 in as an Annexure-B 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 email 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 email addresses with the Company may access the full version of the Annual Report upto 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 am and 1.00 pm or by requesting a physical copy by writing to the Company Secretary.

STATUTORY AUDITORS

M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E), the Statutory Auditors of the Company, hold office till the conclusion of the 40th Annual General Meeting. The Board in terms of Section 139 of the Companies Act, 2013, on the recommendation of the Audit Committee, has recommended for the ratification by the Members, the appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors from the conclusion of the ensuing AGM till the conclusion of 37th AGM.

Comments/Qualification of the Auditors in their report and the notes forming part of the Accounts are self-explanatory. Management representation to these qualifications/comments are as follows:

(A) during the previous year, the Hon''ble Supreme Court vide its judgement dated 25th August, 2014 read with its order dated 24th September, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Supreme Court also directed the Coal block allottees to pay an additional levy of Rs. 295 per MT on the coal extracted from the operational mines. The review petition filed by the Company and its subsidiary company JPL before the Hon''ble Supreme Court of India against the order challenging cancellation of coal blocks and imposing additional levy of Rs. 295 per MT on coal extracted with retrospective effect, is still pending.

In the meanwhile, the Company has paid Rs. 3,089.25 crore (including Rs. 1,099.42 crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines from the commencement of coal mining in the year 1993 to September 30, 2014. Out of the said amount, on the basis of the legal advise obtained by the Company that additional levy of Rs. 295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs. 1,793.63 crore (including Rs. 1,024.72 crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middling has been shown an exceptional item in the Statement of Profit and Loss. The balance amount of Rs. 1,295.62 crore (including Rs. 74.70 crore related to its subsidiary company JPL) being additional levy of Rs. 295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable. On the same principle, the Company has accrued additional levy of Rs. 118.01 crore (including Rs. 79.15 crore payable by its subsidiary company JPL) based on coal extracted excluding shale, rejects and ungraded middling from 1st October 2014 to 31st March 2015.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

(B) The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the company and difference, if any shall be accounted for when the matter is finally settled.

COST AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, for audit of cost records of the Company for the Financial Year 2015-16.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, is included in the Notice convening the 36th AGM of the Company.

SECRETARIAL AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - C'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management 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 risk and future action plans.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation planning. More details about this Committee and its role and responsibilities are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on the Corporate Social Responsibility (CSR) activities for the Financial Year 2014-15 as required under Section 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure-F''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no other significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operation except as follows:

De-Allocation of Coal Blocks

Following the petition by M L Sharma vs The Principal Secretary & Ors and subsequent other Writs, the Hon''ble Supreme Court vide its judgement dated 25th August, 2014 read with its order dated 24th September, 2014 had cancelled the allocation of Coal Blocks those were allotted from 1993 onwards through Screening Committee. Following the order of the Hon''ble Supreme Court, the Central Government had promulgated The Coal Mines (Special Provisions) Ordinance, 2014 [now an Act], conferring power upon the Government to auction the Coal Blocks falling into Schedule-1 consisting of 204 Coal Blocks as mentioned in the said Act.

Subsequently, the Government proceeded with the Auction of Coal Blocks falling under Schedule II consisting of total 42 Coal Blocks and as notified through circular of Ministry of Coal. The sale of tender document took place from 27th december 2014 and Company and its subsidiary Jindal Power Limited (JPL) participated in the said auction process where the Electronic Bidding commenced from 14th February 2015 and ended on 22nd February 2015 in which JPL won Gare Palma Iv/2 & Iv/3 Coal Block. Likewise after going through all procedural formalities as mentioned in the Tender document and as prescribed in The Coal Mines (Special Provision) Ordinance, JPL made the winning bid for Tara Coal Block and the result was declared via MSTC web-site (the Coal Block Auction Platform).

Similarly the tender document sale of Schedule-III Coal Blocks, consisting of total 59 Coal Blocks started on 07th January 2015 and the Electronic Auction took place from 04th March 2015 to 09th March 2015 consisting of only 13 coal blocks in the 1st phase. The Company and JPL participated in the said auction process.

However, on 20th March 2015, JPL received a letter via E-mail from the office of Nominated Authority wherein it was conveyed that JPL was not declared successful bidder for Gare Iv/2 & Iv/3 and Tara Coal Block on ground that the highest bidder does not reflect fair value, which has been challenged in Hon''ble High Court of delhi and the matter is sub-judice.

despite the aforesaid challenges faced by the Company during the previous year, your Company is fully geared to cater to the coal requirement of its entire planned generation though Coal Linkage and e-auction etc. The Board of the Company is sanguine about winning more Schedule- III Coal Blocks, which are planned to be auctioned in the subsequent rounds.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the directors state:-

(a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.

Compliance with Clause 49 of the Listing Agreement- Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from M/s MZ & Associates, Company Secretaries in practice confirming compliance with the conditions of corporate governance is annexed herewith as ''Annexure H'' to this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed herewith as ''Annexure G'' to this Report.

Audit Committee and other Committees

The Composition of Audit Committee and other Committees is provided in the Corporate Governance Report forming part of this Report.

Whistle Blower & vigil Mechanism

Your Company has a vigil mechanism in place namely, Group Whistle Blower Policy (GWB) to provide platform to Directors and Employees to raise concerns regarding any discrimination, victimisation, irregularity, misconduct, unethical matters and other unfair practices.

The Group Whistle Blower policy as approved by the Board of Directors is uploaded on the Company''s website under the weblink: http://www.jindalsteelpower. com/img/admin/governance/pdf/whistle. pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ''Annexure D'' to this Report.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted Internal Complaints Committee having designated independent member to redress complaints regarding sexual harassments. During the year, one complaint was received by the ICC and the same was investigated and resolved as per the provisions of the Act.

Listing

The equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the financial year 2015-16 to the BSE & the NSE.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ''Annexure-E'' to this Report.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India various State Governments, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The directors look forward to their continued support in future.

For and on behalf of the Board of directors

Naveen Jindal

Chairman

Place: New Delhi Dated: May 27, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 35th Annual Report together with the Statement of Accounts for the year ended on 31st March, 2014.

AUDITED FINANCIAL RESULTS

(Rs. in Crore)

Particulars Standalone Consolidated

Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Sales & other income 14,690.87 15,113.98 20,069.67 19,943.20

Profit before finance cost 3,905.71 4,097.73 5,522.46 6,130.83 and depreciation

Profit before tax 1,600.64 2,228.50 2,512.01 3,833.45

Profit afer tax 1,291.95 1,592.55 1,893.80 2,911.62

Appropriations:

Interim dividend - - 4.82 4.82

Final dividend 137.23 149.57 137.23 149.57

Corporate tax on dividend 1.22 3.32 24.14 25.20

General reserve 129.19 175.00 156.83 175.00

DIVIDEND

Your Directors recommend a dividend of Rs. 1.50/- per equity share of Rs. 1/- each i.e. 150% for the financial year 2013-14. The total dividend pay-out for the year will amount to Rs. 137.23 crore (excluding dividend tax).

BUYBACK OF SHARES

The Board of Directors of the Company had, in its meeting held on 30th August, 2013, approved the Buyback of its fully paid-up Equity Shares of the face value of Rs. 1/- each, from the open market through stock exchanges for a total consideration not exceeding Rs. 1,000 crore, and at a price not exceeding Rs. 261/- per Equity Share, payable in cash. The Company commenced its scheme of buy-back of Equity Shares from 16th September, 2013 and closed on 18th February, 2014. The Company has bought back a total of 1,99,59,584 Equity Shares (2.13%) from its shareholders at an average price of Rs. 250.91. All shares bought back under buyback were duly extnguished. The paid up capital of the Company afer buyback is Rs. 91,48,85,984.

ISSUING OF SHARES

The Company has, in terms of Company''s Employees Share Purchase Scheme-2013, alloted 11,750 equity shares of Rs. 1/- each on 31st July, 2013. Relevant disclosures in terms of Clause 19 of the Securites and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is given as annexure – I to this report

OPERATIONAL REVIEW

The Company has, on a consolidated basis, achieved an aggregate income of Rs. 20,069.67 crore compared to previous year''s Rs. 19,943.20 crore. Profit before tax is Rs. 2,512.01 crore in 2013-14 as compared to Rs. 3,833.45 crore in 2012-13. Profit afer tax is Rs. 1,893.80 crore in 2013-14 as compared to Rs. 2,911.62 crore in 2012-13. The Reserves and Surplus have touched Rs. 22,519.05 crore.

Sponge Iron

The Company produced 13,19,985 MT of Sponge Iron during the year under report as against previous year''s production of 13,19,976 MT and achieved a capacity utlisation of about 96.35%.

Pellet

The Company produced 41,48,974 MT of pellets during the year under report as against 40,42,025 MT in the previous year.

power

The Company generated 5,643.95 million Kwh of power during the year under report as against last year''s 6,027.82 million Kwh of power.

Raipur Unit

Raipur Unit produced 1,791 MT of castngs and has done machining of 14,033 MT as against 1,933 MT and 12,510 MT respectvely in the previous year.

Mining

The production of calibrated iron ore at captve mine at Tensa in Odisha was 5.41 lacs MT as against previous year''s production of 5.64 lacs MT. Coal production at captve mine was 59.99 lacs MT and was close to last year''s production.

PROJECTS COMPLETED

1. Steel Plant at Angul, Odisha

Your Company has completed the following facilites under phase–I of integrated steel plant being set up at Angul in the state of Odisha viz. 810 MW Power Plant (6x135MW),

Plate Mill (1.2 MTPA) and plate leveller, Steel Melting Shop including 1x250 T EAF and ladle furnace, RH Degasser and other associated facilites along with 2300 MM wide Slab Caster, Oxygen Plant (2x1200 Tones/day), Lime & Dolomite Plant (2x500 Tones/day), Coal Washery (6 MTPA ROM), process boiler (I & II) (3x180TPH), material handling system and housing colony. Plate mill is in operation since August, 2013 and its products are well accepted in the market.

All other facilites like normalising and quenching furnace & tempering furnace in the Plate Mill, intake pump house with 30 K.M. long cross country water pipeline from Samal Barrage to the plant and light weight aggregate plant will be commissioned by end of June, 2014 and the plant will be fully operational during the current year.

2. Steel Plant at Raigarh, Chhatisgarh

With a view to overhaul and upgrade the existng 3 MTPA steel plant at Raigarh, some facilites have been modernised / added, such as, normalising furnace (200 TPH) and Cold leveler in the Plate Mill, Sinter plant capacity enhancement from 204m2 to 224m2, modernisation of EAF-1 & FES system for increasing the capacity for beter operational efficiency and emission control, 1.2 MTPA coal washery (revamping) has also been commissioned. A major repair of Blast Furnace No. 2 was also undertaken successfully.

3. Pellet plant at Barbil, Odisha

4.5 MTPA pellet plant has been completed and trial run is being conducted. It will be fully operational by June, 2014.

4. Steel Melting shop at Oman

Shadeed Iron and Steel LLC, Oman, a subsidiary company, has completed the construction of 2 MTPA steel Melting shop which includes a 200 t capacity EAF, Ladle Furnace, Vacuum Degassing and 1x8 strand Billet-cum-round caster. This is now under commissioning and will be fully operational by June, 2014.

5. Machinery division at Raipur, Chhatisgarh

EOT crane 25x8 T(2 nos) have been commissioned, radial drill machine (7.5 KW, 50MM), tools and tackles / electric sprayer / Magnetc power drill for assembly, portable stress reliving machine for fabrication and universal tool and cuter grinding machine have been installed. This will further enhance the productvity of the division.

PROJECTS UNDER IMPLEMENTATION

1. Steel Plant at Angul, Odisha

As a part of current expansion to reach plant capacity of 6 MTPA, the following additional facilites have been planned at Angul, viz. Billet Caster (1x8 strand), Coke Making Plant (2.0 MTPA), Sinter Plant (4.0 MTPA), Blast Furnace (3.2 MTPA), DRI Plant based on coke oven gas & synthesis gas (2.0 MTPA), Steel Melting Shop-II, NSM-Combined, Thin Slab Castng and Rolling Plant, Lime & Dolomite Plant (1,800 tonnes/day) and Oxygen Plant (2x1,800 tonnes/day).

2. Steel plant, Raigarh, Chhatisgarh

With a view to increase the efficiency of the steel plant at Raigarh, the following facilites are planned viz. increase in inner volume of BF-1 from 446 Cub Mt to 686 Cub Mt, modernisation of slab caster, upgradation of plate mill to improve capacity from 1 MTPA to 1.2 MTPA and Coil rolling upto 3000 MM width, upgradation of rail head hardening and setng up of 100% BF gas based reheatng furnace with a capacity of 225 TPH which will result in eliminatng use of liquid fuel in Rail and Universal Beam Mill.

3. Machinery Division, Raipur

EOT crane of 10 Ton capacity for improving centrifugal castng productvity and centrifugal castng machine for increasing the capacity of manufacturing of centrifugally casted products will be commissioned during the current fnancia year.

4. Shadeed Iron & Steel, Oman

Shadeed Iron & Steel Co. LLC, Oman, a subsidiary company is operating 1.5 MTPA Hot Briquete Iron ore Plant at Sohar Oman. It has commissioned a 2 MTPA Steel Melting Shop a its existng works on 23rd April, 2014. Further, a Bar Mill o 1.4 MTPA capacity has been ordered on M/s Danieli in order to make the Oman works as fully integrated steel plant. The project is under implementation.

DE-ALLOCATION OF COAL BLOCKS

The Ministry of Coal, Government of India, (MoC) is making periodical review of the development of allocated coal blocks as well as that of associated end use projects. Recently Cabinet Commitee on Investments (CCI) also specified a certain tme line for obtaining statutory clearances and in case same were not obtained by any of the project proponents, the coal blocks were de-allocated by MoC. Accordingly, following coal blocks, alloted to the Company individually or jointly with other Companies, have been recommended for de-allocation and/or de-allocated:

SUBSIDIARY COMPANIES AND THEIR BUSINESS Jindal Power Limited:

The Company is operating 1,000 MW (4 X 250 MW) power plant in Raigarh (Chhatisgarh) and has closed the Financial Year 2013- 14 with a total revenue of Rs. 2,736.21 crore and earned a Profit afer tax of Rs. 1,106.72 crore. It is expanding its power Generation capacity by setng up 2,400 MW (4 X 600 MW) power plant adjacent to its existng 1000 MW Power Plant. Three units of 600 MW each have been completed. It is implementng hydro power projects in the State of Arunachal Pradesh in a Joint Venture with Hydro Power Development Corporation of Arunachal Pradesh Limited and exploring setng up thermal power plants in West Africa. JPL has also acquired 74% stake in Kineta Power Limited (formerly known as Kineta Power Private Ltd.) which has received EC for setng up a 1980 MW (3 units of 660 MW each) Thermal Power Plant in the State of Seemandhra.

Supply of coal for 1000 MW power plant is sourced from its captve coal mines which are located in close proximity to the power plant and which have geological reserves of approximately 246 million tons. The Gare Palma IV/2 and IV/3 mines have been leased to JPL for 30 years by the Ministry of Coal, Govt. of India from the date of the lease agreement, dated 7th October, 2005 and are operated by the Company. Coal is transported from these mines to the power plant over a distance of approx 6.9 Km through conveyor pipe.

JPL from 1000 MW power plant has signed medium term Power Purchase Agreement (PPA) with The Tamil Nadu Generation and Distribution Corporation Limited for 200 MW. Balance power is sold through a mix of (medium-term and short-term PPAs), power exchanges, state-owned utlites and power Distribution and trading companies.

Coal linkage for coal requirements for two units of 600MW each of 2400 MW power plant has been received and fuel supply agreements have been signed with South Eastern Coalfields Ltd. and Mahanadi Coalfields Ltd for supply of 4.812 MTPA of coal. The company plans to meet the coal requirements of the remaining two units of 600MW each initally by importng the coal requirement tll domestc coal linkage from the Ministry of Coal is granted. The company''s coal linkage request for these two units is pending with Long Term Standing Linkage Commitee of the Ministry of Coal. Company has long term PPA with The Tamil Nadu Generation and Distribution Corporation Limited for 400 MW power. The balance power will be sold through bilateral contracts (both medium term and short term) and power exchanges and tll the tme company enters into long term PPAs.

Shadeed Iron & Steel LLC, Oman:

The Company, operating 1.5 MTPA Hot Briquete Iron ore plant achieved a sales of Rs. 3,200.41 crore in the financial year 2013-14 and earned a Profit afer tax of Rs. 274.38 crore.

Jindal Mining SA (Pty) Limited, South Africa:

The Company, operating coal mine, achieved sales of Rs. 351.11 crore in financial year 2013-14 and earned a Profit afer tax of Rs. 21.93 crore.

JSPL Mozambique Minerals LDA, Mozambique:

The Company, operating coal mine, achieved a sales of Rs. 244.54 crore in financial year 2013-14 and incurred a loss of Rs. 183.46 crore.

Wollongong Coal Limited (formerly Gujarat NRE Coking Coal Australia Limited):

The Company, operating coal mine, became subsidiary of the Company from 15th November, 2013. It achieved a sales of Rs. 277.36 crore during the period from 15th November, 2013 to 31st March, 2014 and incurred a loss of Rs. 175.64 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia, Tanzania.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred unpaid / unclaimed fnal dividend for Financial Year 2005-06 and interim dividend for financial year 2006-07 amountng to Rs. 31,19,980/- (Rupees thirty one lac nineteen thousand nine hundred eighty only) and Rs. 19,76,856/- (Rupees nineteen lac seventy six thousand eight hundred ffy six only) respectvely to Investor Education and protection Fund of the Government of India. Company has also transferred Rs. 27,527/- (Rupees twenty seven thousand fve hundred twenty seven only) in respect of unclaimed repayment and interest on fixed deposit to the said fund. The details including last date of claiming of unclaimed / unpaid dividend amount is given at the end of the Notce of the Annual General meeting.

LISTING

The equity shares contnue to be listed on the BSE Limited (BSE) and the national Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listng fee for the financial year 2014- 15 to BSE & NSE.

FIXED DEPOSITS

The Company has not accepted/received any fresh deposits during the year under report. There was no amount outstanding in respect of fixed deposits as on 31st March, 2014.

DIRECTORS

Shri Ratan Jindal and Smt. Shallu Jindal, Directors of the Company will retre by rotation at the forthcoming Annual General meeting and being eligible have ofered themselves for re-appointment as Directors of the Company, liable to retre by rotation, in the said meeting. Shri K. Rajagopal was appointed as director in casual vacancy and holds office up to the ensuing Annual General meeting. The Company has received a notce under Section 160 the Companies Act, 2013 from a member signifying the candidature of Shri K. Rajagopal for appointment as director of the Company, liable to retre by rotation in the ensuing annual general meeting.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutve years and shall not be liable to retre by rotation. They may be appointed for a maximum of two consecutve terms of up to 5 years each. In terms of revised clause 49 of the listng agreement which will be applicable from 01st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per new Act, the Nominee Director is not considered to be an Independent Director. Presently, Shri R. V. Shahi, Shri A K Purwar, Shri Arun Kumar, Shri S K Garg, Shri Haigreve Khaitan and Shri Hardip Singh Wirk are the Independent Directors of the Company. As per their existng terms of appointment, all of them are liable to retre by rotation. However, under the new Act and Clause 49 of listng agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listng agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifcations, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketng, administration, technical operations and other disciplines related to Company''s business. Keeping in view, the Educational / professional qualifcations, working experience, expertse in line with Company''s business, positve atributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of fve consecutve years commencing from the date of 35th Annual General meeting of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Partculars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-II forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Partculars of Employees) Rules, 1975 as amended from tme to tme, the partculars of employees are set out in Annexure-III to this Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act read with Clause 32 of the Listng Agreement, the Annual Report excluding the aforesaid Information is being sent to all the members of the Company and others enttled thereto. Any member interested in obtaining such partculars may write to the Company.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listng agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this Annual Report as Annexure IV & V. In terms of Clause 55 of listng agreement, a Business Responsibility Report describing initatve taken by the Company from environmental, social and governance perspectve is also included elsewhere in this Annual Report as Annexure VI.

AUDITORS

M/s S. S. Kothari Mehta & Co., Chartered Accountants, (Firm registration No. 000756N) Statutory Auditors of the Company, will retre at the conclusion of ensuing Annual General meeting of the Company. They have been statutory auditors of the Company since 1998. They have informed the Board that with a view to uphold the highest standards of corporate governance and changes under the Companies Act, 2013, they would not like to ofer themselves to be re-appointed as auditors in the forthcoming Annual General meeting of the Company. The Company has received a Special Notce under Section 140 (4) read with Section 115 of the Companies Act, 2013 from M/s Gagan Infraenergy Limited in the capacity as a member of the Company proposing a resolution at the ensuing Annual General meeting for appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors in place of M/s S.S. Kothari Mehta & Co. Chartered Accountants, the retring statutory auditors. M/s. S. R. Batliboi & Co. LLP, have agreed to and given their consent for their appointment as statutory auditors of the Company.

M/s S. S. Kothari Mehta & Co. have maintained the highest level of governance and substantally contributed in to the efforts of the Company towards strengthening the internal controls, processes and procedures in line with expanding size of operations. The

Board places on record its deep sense of appreciation for the services rendered and guidance given by them as statutory auditors of the Company.

In terms of Section 139(2) of the Companies Act, 2013, the Board has recommended that M/s S. R. Batliboi & Co. LLP may be appointed as statutory auditors of the Company for a period of fve consecutve years from the conclusion of the Thirty fifth Annual General meeting up to the conclusion of the Forteth Annual General meeting, subject to ratfication at each Annual General meeting, at a remuneration that may be decided by the shareholders

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub Section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:-

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accountng standards had been followed along with proper explanations relatng to material departures.

ii) that the Directors had selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the Profit of the Company for the year under report.

iii) that the Directors had taken proper and sufcient care for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventng and detectng fraud and other irregularites.

iv) that the Directors had prepared the accounts for the financial year ended on 31st March, 2014 on a ''going concern basis''.

APPRECIATION

Your Directors wish to place on record their grattitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the contnuing commitment and dedication of the employees at all levels, which has been critcal for the Company''s success. The Directors look forward to their contnued support in future.

For & on behalf of the Board

Naveen Jindal

Chairman Place: New Delhi Dated: 29th April, 2014

 
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