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Directors Report of JSW Energy Ltd.

Mar 31, 2015

To the Shareholders,

The Directors are pleased to present the Twenty First Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2015 is summarized below:

(Rs.crore)

Particulars Standalone 2014-15 2013-14 Sales and Other Income 6,625.65 6,057.55

Profit before Interest, Depreciation, Tax and Exceptional items 2,396.38 2,267.57

Finance Costs 585.64 627.55 Depreciation and amortisation expense 420.83 452.85

Exceptional items 34.23 370.21

Profit before Tax 1,355.68 816.96

Provision for Tax 361.13 214.48

Profit for the year before Share of loss of Associates and Minority Interest 994.55 602.48

Share of Profit of Minority - -

Share of Loss of Associate Company - -

Profit for the year 994.55 602.48

Add: Profit brought forward from previous year 2,217.11 2,117.27 Add: Excess provision for Dividend 1.73 - Distribution Tax reversed

Less: Transitional Depreciation Adjustment - -

Less: Share of Loss of Associate up to - - previous year

Profit available for appropriation 3,213.39 2,719.75

Less: Transfer to Debenture Redemption 474.34 73.69

Reserve

Less: Transfer to Contingency Reserve - -

Less: Transfer to General Reserve - 45.19

Less: Proposed Dividend 328.01 328.01

Less: Dividend Distribution Tax 66.78 55.75

Balance at the end of the year 2,344.26 2,217.11



Particulars Consolidated 2014-15 2013-14

Sales and Other Income 9,610.27 8,907.63

Profit before Interest, Depreciation, Tax and Exceptional items 3,853.52 3,453.61

Finance Costs 1,137.46 1205.94

Depreciation and amortisation expense 789.76 809.95

Exceptional items 34.23 377.69

Profit before Tax 1.892.07 1060.03

Provision for Tax 514.99 283.60

Profit for the year before Share of loss of Associates and Minority Interest 1.377.08 776.43

Share of Profit of Minority 8.57 5.10

Share of Loss of Associate Company 19.00 16.59

Profit for the year 1,349.51 754.74

Add: Profit brought forward from previous year 1,816.30 1,569.34 Add: Excess provision for Dividend Distribution Tax reversed - -

Less: Transitional Depreciation Adjustmen 0.04 -

Less: Share of Loss of Associate up to previous year - 3.75

Profit available for appropriation 3,165.77 2,320.33

Less: Transfer to Debenture Redemption Reserve 474.34 73.69

Less: Transfer to Contingency Reserve 1.39 1.39

Less: Transfer to General Reserve - 45.19

Less: Proposed Dividend 328.01 328.01

Less: Dividend Distribution Tax 66.78 55.75

Balance at the end of the year 2,295.25 1,816.30



2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Standalone

- The total revenue of your Company for fiscal 2015 stood at Rs. 6,625.65 crore as against Rs. 6,057.55 crore for fiscal 2014 showing an increase of 9.38%

- The EBIDTA (before exceptional items) increased by 5.68% from Rs. 2,267.57 crore in fiscal 2014 to Rs. 2,396.38 crore in fiscal 2015.

- Profit for the year increased by 65.08% from Rs. 602.48 crore in fiscal 2014 to Rs. 994.55 crore in fiscal 2015.

- The net worth of your Company increased to Rs. 7,593.79 crore at the end of fiscal 2015 from Rs. 7,002.67 crore at the end of fiscal 2014.

- The net debt gearing of your Company was at 0.34 times as at the end of fiscal 2015 compared to 0.56 times at the end of fiscal 2014.

CONSOLIDATED

- The consolidated total revenue of your Company for the fiscal 2015 stood at

Rs. 9,610.27 crore as against Rs. 8907.63 crore for fiscal 2014 showing an increase of 7.89%.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 3453.61 crore in fiscal 2014 to Rs. 3,853.52 crore in fiscal 2015 showing an increase of 11.58%.

- The consolidated Profit for the year has also increased from Rs. 754.74 crore in fiscal 2014 to Rs. 1,349.51 crore in fiscal 2015 showing an increase of 78.80%.

- The consolidated Net Worth of your Company has increased from Rs. 6571.17 crore at the end of fiscal 2014 to Rs. 7,518.02 crore in fiscal 2015.

- The consolidated net debt gearing of the Company is at 1.01 times as at end of fiscal 2015 compared to 1.36 times in fiscal 2014.

Your Company is engaged in the activities pertaining to power business.

Your Company is an established energy company with 3,140 MW of operational generating capacity in the states of Karnataka, Maharashtra and Rajasthan. Your Company commissioned the Vijayanagar 260 MW plant in Karnataka in 2000, which was further expanded to reach 860 MW in fiscal 2010. Between fiscal 2011 and fiscal 2012, your Company expanded with commissioning of 4x300 MW units of the Ratnagiri 1,200 MW project in Maharashtra. Between fiscal 2010 and fiscal 2013, the 8x135 MW units of the Barmer 1,080 MW lignite project in Rajasthan became operational.

Your Company''s power plants are planned to be diverse in geographic location, fuel source and off- take arrangements.

For the 3,140 MW operational power portfolio, your Company sources fuel for approximately 34% of the operational capacity from lignite and approximately 66% from imported thermal coal. Your Company sells power through a combination of long-term and short-term power purchase arrangements and through the power exchanges in India to state- owned utilities and some industrial consumers. Your Company has long-term PPAs for 1853 MW, or 59% of the operational capacity, and the remaining 1287 MW, or 41% of the operational capacity, is on short- term PPAs, merchant sales or other arrangements.

As part of the growth strategy, your Company is continuously evaluating various organic (greenfield or brownfield) and inorganic opportunities with an aim to create a diversified and balanced portfolio, both in terms of fuel mix as also off-take arrangements.

3. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 474.34 crore to the Debenture Redemption Reserve. An amount of Rs. 2344.26 crore is proposed to be retained in the Surplus.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2/- per share (20%) on 1,64,00,54,795 Equity Shares of Face Value of Rs. 10/- each for FY 2014- 2015 [Rs. 2/- per share (20%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 394.79 crore [Rs. 383.76 crore in previous year].

5. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

Acquisition of Hydro assets of Jaiprakash Power Ventures Limited

Your Company has entered into a definitive agreement on 16th November 2014 to acquire (i) 300 MW Baspa II Hydro Electric Project (Baspa Project) located at Himachal Pradesh and (ii) the 1091 MW Karcham Wangtoo Hydro Electric Project (Karcham Project) located at Himachal Pradesh from Jaiprakash Power Ventures Limited (JPVL).

The acquisition of the Baspa Project and Karcham Project is proposed through Himachal Baspa Power Company Limited (HPBCL), a Special Purpose Vehicle for an enterprise value of Rs. 9,700 crore, subject to adjustments as provided in the definitive agreement.

Presently, the assets of Baspa Project and Karcham Project form part of JPVL and JPVL has initiated steps to slump transfer these assets into HPBCL under a Scheme of Arrangement. The approval for the Scheme was provided by the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and the Securities Exchange Board of India pursuant to which the Hon''ble High Court of Himachal Pradesh issued an order for a Court convened meeting of Shareholders and Creditors on 28th February 2015. The order of the Hon''ble High Court of Himachal Pradesh approving the aforesaid Scheme of Arrangement is awaited pursuant to

which the acquisition of the assets can be initiated for completion.

Merger of JSW Power Trading Company Limited (post demerger) with the Company

The Board of Directors at their meeting held on 2nd February 2015 had inter alia approved, subject to necessary consents and other approvals as may be required including that of shareholders of the Company, the proposed Scheme of Arrangement between JSW Power Trading Company Limited (''JSWPTC'') and JSW Green Energy Limited (''JSWGEL'') and your Company and their respective shareholders under Sections 391 to 394 of the Companies Act, 1956. JSWPTC and JSWGEL are wholly owned subsidiaries of your Company. The Scheme provides for:

- Demerger of the Power Trading Business of JSWPTC to JSWGEL;

- Merger of remaining JSWPTC into your Company

The aforesaid business restructuring is not expected to have any impact on the economic interests of the shareholders of the Company as the economic rights continue to be vested with the Shareholders.

The Scheme is subject to approval of the Hon''ble High Court of Judicature at Bombay, and regulators, the shareholders and creditors, if any, of JSWPTC and JSWGEL and any others, as may be directed by the Hon''ble High Court of Judicature at Bombay.

The Merger being of Wholly Owned Subsidiary Company into your Company, a specific dispensation is proposed to be sought by your Company from the Hon''ble High Court of Judicature at Bombay from filing the application / petition by your Company and accordingly, your Company may not be required to file a petition with Hon''ble High Court.

Your Company has filed an application with Bombay Stock Exchange Limited and National Stock Exchange of India Limited seeking approval in terms of the provisions of Clause 24(f) of the Listing agreement as also from the Securities Exchange Board of India which are awaited.

240 MW KUTEHR HYDRO PROJECT

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

The Ministry of Environment, Government of India, has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Consent to establish has been accorded by the HP State Pollution Control Board & project has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol.

Significant land required for the project has already been acquired and balance land acquisition through Land Acquisition Act, 1894 is in progress. Construction of 33/11 KV substation for tapping the Construction Power for the project is in progress. Enabling work such as construction of roads, dumping sites and four Adits have been awarded and work is in progress

Main work of the project is planned to be executed through a single EPC contract for which a notice for International Competitive Bidding (ICB) was floated and eight major construction companies participated in the bidding. The EPC contract is expected to be finalised in FY 2016.

OTHER PROJECTS

Your Company has proposed a 1x660 MW imported coal based expansion project at Vijayanagar for which it has obtained approval from Ministry of Environment, Forests and Climate Change (MoEFCC).

Similarly, your Company has obtained MoEFCC approval for setting up a 1,320 MW power plant at Chhattisgarh.

Both these projects would be taken up upon tying- up for fuel and making Power Offtake arrangements.

Toshiba JSW Power Systems Private Limited

(formerly Toshiba JSW Turbine and Generator Private Limited - "Toshiba JSW")

Toshiba JSW Power Systems Private Limited is a Joint Venture company with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by your Company and 2.48% by JSW Steel Limited. This Company is into design, manufacture, market and maintain services of mid to large-size Supercritical Steam Turbines and Generators of size 500 MW to 1,000 MW.

It has received orders from NTPC Ltd. for supply and erection of 5 units of 800 MW (Kudgi project

& Darlipalli project) and erection of 2 units of 660 MW (Mega Projects) Super critical Turbines and Generators.

The production activity for supply of 3 units of 800 MW Supercritical Turbine and Generator sets for NTPC''s Kudgi Power plant in Karnataka is progressing well and dispatches are in line with the milestones agreed. The erection of 2 units of 660 MW for NTPC mega power project in Uttar Pradesh is also progressing as per schedule. Your Company has invested Rs. 100.23 crore in Toshiba JSW.

MJSJ COAL LIMITED (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. Your Company has invested Rs. 10.46 crore towards its 11% stake as on 31st March, 2015.

The Hon''ble Supreme Court of India cancelled the allocation of Coal blocks by the Government of

India to state and private sectors. Consequently, allocation of coal blocks to MJSJ stood cancelled.

POWER EXCHANGE OF INDIA LIMITED (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities &

Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL

6. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 2013, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS- 23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

7. SUBSIDIARIES

The details of the main Subsidiary Companies as at

31st March, 2015 are as follows:

DOMESTIC SUBSIDIARIES

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL), a wholly owned subsidiary of your Company, had commissioned 1080 MW (8x135) power plant based on lignite to be mined from Jalipa & Kapurdi Lignite mines in the District of Barmer in Rajasthan in FY 2012-13. Some of the allied project activities such as part of 33 KVA line, part of Reservoir, HCSD System etc. were commissioned during FY 2014-15.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL.

BLMCL meets the entire fuel requirement of the Power Plant and the entire power is sold to the Rajasthan Discoms under a 30 year PPA.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by RERC. While RERC has yet to approve the final tariff which is under review, RERC has granted provisional tariff based on which RWPL has continued to raise its bills and recognise revenue in its books.

During the year, RWPL has achieved Plant

Load Factor (PLF) of 77.71% and generated 7351.74 million units (gross). Out of the gross

generation, it has sold 6555.64 million units to Rajasthan Distribution Companies (Discoms) and generated total revenue of Rs. 2,685.33 crore and earned profit after tax of Rs. 371.62 crore on standalone basis and total revenue of Rs. 2,666.33 crore and profit after tax of Rs. 360.28 crore on consolidated basis during the FY 2014-15.

The project cost of RWPL was initially funded on a debt equity ratio of 75:25, with consortium of lenders led by ICICI Bank Limited. The revised project cost including margin money is estimated to be Rs. 7,165 crore. The Company has drawn Rs. 5,217 crore under Rupee Term Loan Agreement. It has incurred Rs. 6,976 Crore for the project (excluding investment in BLMCL) as at 31st March, 2015.

Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 457.09 crore as loan as at 31st March, 2015. RWPL has invested equity of Rs. 9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs. 455.09 crore as on that date.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

BLMCL has the mining lease for Kapurdi and Jalipa Lignite reserves. Pursuant to approval from MoEF for enhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years in September, 2014, BLMCL achieved 7 MTPA mining in FY 2015 from Kapurdi mines. The mining opening of Jalipa is expected in FY 2016. BLMCL has incurred project cost of Rs. 1,804 crore till 31st March, 2015.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by RERC. While RERC has yet to approve the final tariff which is under review, RERC has granted provisional tariff based on which BLMCL has continued to raise its bills and recognise revenue in its books.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest category Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 8946 MUs thereby generated total revenue of Rs. 4404.78 crore with Profit after Tax of Rs. 11.17 crore. JSWPTC has also ventured into supplying power directly to the industry from the Company''s plant at Ratnagiri.

JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange Limited (IEX) and Power Exchange of India

Limited (PXIL) and actively trades on the exchange for sale and purchase of power. JSWPTC also trades Renewable Energy Certificates on the power exchanges to help meet the Renewable Purchase Obligation of the industry.

C. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL) for development of Transmission System as an integral part of Intra-state Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated

exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult hilly terrain.

The Transmission System is presently evacuating power from 1,200 MW Jaigad Power Plant as well as transmitting intra-state power of the State Utilities. JPTL has maintained a

very high availability of Transmission System at 99.78% for the FY 2014-15. Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2015 in JPTL. JPTL has generated total revenue of Rs. 102.57 crore and Net Profit after Tax of Rs. 32.96 crore during the FY 2014-15. JPTL during the year has declared 20% total dividend (interim paid at 10% plus proposed final dividend at 10% gross)

JPTL has submitted its Mid-term performance review to MERC under Multi Year Tariff Regulations on 28th November 2014 which includes true-up of Annual Revenue

Requirements (ARR) for FY 2012-2013 and FY 2013-2014 and revised ARR projections for FY 2014-2015 and FY 2015-2016 for MERC''s approval and the same is expected shortly.

D. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1,320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 840 acres, out of which 789 acres have been acquired either directly or indirectly through Chhattisgarh State Industrial Development Corporation Limited (CSIDC) for development of Project. About 540 acres of land has been handed over to CSIDC by Government of Chhattisgarh, out of which LOI for Leasing of about 351 acres of Land to JERL has been issued by CSIDC. Environment clearance has been obtained from Ministry of Environment, Forest and Climate Change. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be financed with a Debt Equity ratio of 75:25. Your Company has invested Rs. 109.63 crore as Equity contribution as at 31st March 2015.

E. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of your Company for taking up the

business pertaining to Renewable Energy. Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.07 crore as loan as at 31st March 2015.

F. JSW Energy (Kutehr) Limited (JEKL)

JEKL was incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project. Your Company has invested Rs. 3.72 crore as Equity contribution as at 31st March 2015.

DIRECT / MAIN OVERSEAS SUBSIDIARIES

G. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 37.55 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 334.07 crore as loan as on 31st March, 2015 for acquiring and developing Coal mining assets in South Africa. JEMML has also invested in equity share capital of Rs. 0.33 crore (including Share Application Money of Rs. 0.23 crore) in JSW Energy Natural Resources UK Limited (JENRUKL). Your Company has Equity investment of Rs. 42.11 crore in JEMML and advanced Rs. 321.84 crore as loan as on 31st March, 2015.

H. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets.

It has downstream investment of Rs. 37.30 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs. 333.70 crore as loan as on 31st March, 2015.

I. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 37.39 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 8.14 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 24.50 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 223.13 crore as loan to SACMH & its subsidiaries as on 31st March, 2015.

J. South African Coal Mining Holdings Limited (SACMH)

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area. The effective shareholding of your Company in SACMH as at 31st March, 2015 stands at 93.27%.

K. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.63 crore as Equity in JENRBL, which has been entirely provided for.

L. JSW Energy Natural Resources UK Limited (JENRUKL)

JENRUKL was incorporated on 12th September 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for achieving the objective of overseas acquisition of coal assets. JEMML had invested Rs. 0.10 crore in its equity shares and Rs. 0.23 crore is given as share application money pending allocation.

8. REPORT ON PERFORMANCE OF

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No Company has become or ceased as subsidiary, associate or joint venture during the year under review. Your Company has incorporated a new Company JSW Energy (Toranagallu) Limited for the purpose of taking up the implementation of the 660 MW power project at Vijayanagar, Karnataka on 20th April 2015.

The performance and financial position of each of the subsidiaries, associates and joint venture company for the year ended 31st March 2015 is attached as Annexure B to the Consolidated Financial statements of the Company in the

prescribed format AOC-1 and forms part of the Board''s report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website www.jsw.in. These documents will also be available for inspection during business hours at the registered office of your Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/ energy/policy-for-determining-material-subsidiaries

9. DEPOSITS

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

10. MATERIAL CHANGES AND COMMITMENTS

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

11. significant and material orders

PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

12. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 13, 18 and 25(i) to the Standalone Financial Statement).

14. PARTICULARS OF CONTRACTS OR arrangement WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and hence provisions of Section 188 of the Companies Act, 2013 are not applicable.

During the year, being considered material in terms of Clause 49 of the Listing agreement, approval of the shareholders was obtained at the 20th Annual General Meeting of the Company held on 23rd July 2014 for related party transactions with JSW International Tradecorp Pte Limited (upto Rs. 9,000 crore over a period of 36 months),

JSW Steel Limited (upto Rs. 7,500 crore over a period of 36 months) and JSW Power Trading Company Limited (upto Rs. 15,000 crore over a period of 36 months).

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/energy/policy-on- related-party-transactions.

All related party transactions which are in the ordinary course of business and on arm''s length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee and the Board for prior approval at the commencement of the financial year. A statement giving details of all related party transactions as approved is placed before the Audit Committee for review on a quarterly basis.

The details of transactions / contracts / arrangements entered by the Company with related parties are set out in the Notes to the Financial Statements. Other than the material related party transactions for which shareholders approval

was taken on 23rd July 2014, your Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance Clause 49 of the Listing agreement read with the policy of the Company on materiality of related party transactions. The disclosure in Form AOC-2 is attached as Annexure A.

15. SHARE CAPITAL

The paid up Equity Share capital as at 31st March 2015 is Rs. 1640.05 crore. During the year under review your Company has not issued any:

a. shares with differential rights

b. sweat equity shares

c. equity shares under Employees Stock Option Scheme

16. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

17. CREDIT RATING

CARE has reaffirmed "CARE AA- ''Under credit watch''" (Double AA minus ''Credit Watch'') rating to the long-term bank facilities of your Company. Non-Convertible Debentures are also rated "CARE AA- ''Under credit watch''" (Double AA minus ''Credit Watch''). The rating reaffirmed to the short-term bank facilities and CP / Short Term NCDs of your Company is " CARE A1 ''Under credit watch'' " (A One Plus ''Credit Watch'')

18. AWARDS

During the year, your Company received the following awards:

1. Innovation Award for Utilization of surplus BFG in Power Boiler at Vijayanagar by IPPAI (Independent Power Producers Association of India).

2. Energy Efficient Unit to Vijayanagar Plant at 15th National Award for Excellence in Energy Management 2014 by Confederation of Indian

Industries (CII) at Hyderabad.

3. 8th ENERTIA Awards 2014 for "Best Performance & Operation in the Private Sector" in Thermal Power by ENERTIA Foundation at

New Delhi.

4. CII-ITC Sustainability Awards 2014 "Commendation Certificate for Significant Achievement" in Category-F to Vijayanagar Plant by CII-ITC Sustainability Awards at New Delhi.

5. Green Rating Project Award for Coal based Thermal Power Plants of India to Vijayanagar Plant by Centre for Science and Environment, New Delhi.

6. Green Rating Project Award for Coal based Thermal Power Plants of India to Ratnagiri Plant by Centre for Science and Environment, New Delhi.

7. Srishti Good Green Governance Award in the utility sector awarded Vijayanagar Plant (Rank 1st) for Environmental protection by Srishti Publications Pvt Ltd.

8. Srishti Good Green Governance Award in the utility sector awarded to Ratnagiri Plant (Rank 3rd) for Environmental protection Srishti Publications Pvt Ltd.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. D. J. Balaji Rao, Independent Director ceased to be Director on account of retirement with effect from 23rd July 2014.

IDBI Bank Limited withdrew the nomination of Mr.

B. Ravindranath as its Nominee on the Company''s Board with effect from 16th September 2014 and nominated Mr. A. K. Motwani as its Nominee Director with effect from the same date. IDBI Bank Limited subsequently withdrew the nomination of Mr. A. K. Motwani with effect from 26th December 2014.

Mr. P. Abraham, Independent Director resigned as Director with effect from 27th March 2015 due to his inability to attend the meetings.

The Board placed on record its appreciation for the valuable services rendered by Mr. D. J. Balaji Rao,

Mr. B. Ravindranath, Mr. A. K. Motwani and Mr. P. Abraham during their tenure with the Company.

On the recommendation received from the Nomination and Remuneration Committee, the

Board had appointed Ms. Shailaja Chandra as an Independent Director of the Company with effect from 18th June 2014. The members approved appointment of Ms. Chandra as an Independent Director of the Company at the 20th Annual General Meeting held on 23rd July 2014.

The Board based on the recommendation received from the Nomination and Remuneration Committee had appointed Ms. Sheila Sangwan as an Independent Director of the Company with effect from 1st October 2014. The members approved appointment of Ms. Sangwan as an Independent Director of the Company at the Extraordinary General Meeting held on 3rd March 2015.

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement confirming that they meet the criteria of independence as prescribed.

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

The company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc and related matters are put up on the website of the Company at the link: http:Zwww.jsw.in/investors/energy/familiarisation- programme

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Sagar retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

There was no change in the Key Managerial Personnel of the Company during the year.

The Board met seven times during the year on 30th April 2014, 23rd July 2014, 31st October 2014, 16th November 2014, 22nd January 2015,

2nd February 2015 and 27th March 2015.

20. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under

Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

The Management Discussion and Analysis section, which forms part of the Annual Report, provides details on your Company''s strategies for growth and the performance review of the businesses / operations in depth is given as Annexure to this report.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

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

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

(d) that the directors had prepared the annual accounts for the year under review, on a ''going concern'' basis and

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

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

22. DISCLOSURES RELATED TO COMMITTEES AND POLICIES

a. AUDIT COMMITTEE

The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013.

The composition of the Audit Committee

is in conformity with the provisions of the said section / listing agreement. The Audit Committee comprises of:

1. Mr. Chandan Bhattacharya, Chairman,

2. Ms. Shailaja Chandra, Independent Director

3. Ms. Sheila Sangwan, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

b. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee

(NRC) of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Chandan Bhattacharya, Independent Director

2. Ms. Sheila Sangwan, Independent Director and

3. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

Your Company has devised the Nomination Policy for the appointment of persons to serve as Directors on the Board of your Company and for the appointment of Key Managerial

Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

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

- Mix of Qualification, skills and experience;

- Mix of Executive, Non-Executive and

Independent Directors;

- Minimum four number of Directors as per Articles, maximum number of Directors as may be permitted by its Articles, Listing Agreements and by law;

- Atleast One Woman Director.

The NRC interalia is responsible for:

i. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations on any proposed changes to the Board;

ii. setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

iii. formulate criteria for determining qualifications and identify individuals suitably qualified to become Board members in terms of skills, knowledge, positive attributes, experience, independence of Director and other factors as per the provisions of applicable law and selecting or making recommendations to the Board on the selection of individuals nominated for Directorship;

iv. assessing the independence of Independent Non-Executive Directors;

v. monitoring the annual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of Non- Executive Directors;

While recommending a candidate for appointment, the NRC shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships,

diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

Your Company has also devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Your Company regards its employees across the organisational hierarchy as a most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Company''s overall directive.

Your Company has devised a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees with following broad objectives.

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

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed & Variable Pay and reflects short & long term performance objectives.

The Remuneration policy of the Company is

attached herewith marked as Annexure B.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following Directors:

1. Mr. Chandan Bhattacharya, Independent Director

2. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

D. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Board has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Whistle Blower Policy and Vigil Mechanism" ("the Policy").

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

This Policy has been framed with a view to inter alia provide a mechanism interalia enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

Mr. Sanjay Sagar, Jt. Managing Director and CEO, is designated as the Ethics Counsellor.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at the link: http:Zwww.jsw.in/investors/energy/ whistle-blower-policy

E. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed a Risk Management Policy.

The policy aims to ensure for Resilience for sustainable growth & sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement.

Your Company had constituted a Risk Management Committee which comprises of following Directors:

1. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director.

2. Mr. Chandan Bhattacharya, Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

4. Mr. Pramod Menon, Director (Finance)

Your Company follows the Committee of Sponsoring Organisations (COSO) framework of Enterprise Risk Management (ERM) to identify, classify, communicate, respond to risks & opportunities based on probability, frequency, impact, exposure & resultant vulnerability & ensure Resilience such that -

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments & remain resilient.

b) Unintended risks related to performance, operations, compliances & systems are managed through direction setting vision/ mission, prudent capital structuring, funds allocation commensurate with risks & opportunities, code of conduct, competency building, policies, processes, supervisory controls, audit reviews etc.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex & Ambiguous

(VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Overall risk exposure of present & future risks remains within Risk capacity as may be perceived by the management.

f) Creation of Risk Management Committee

The Risk Management Committee reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

F. CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Sanjay Sagar, Jt. Managing Director & CEO

2. Mr. Pramod Menon, Director (Finance)

3. Mr. Chandan Bhattacharya, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non Independent Director

5. Ms. Shailaja Chandra, Independent Director

6. Ms. Sheila Sangwan, Independent Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy.

The CSR Policy of the Company is available on the Company''s web-site and can be accessed at link http:Zwww.jsw.in/corpcitizenship/csr- policies

During the year, the Company has spent Rs. 15.83 crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure C.

G. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board had carried out the evaluation of every Director''s Performance based on specified criteria. Furthermore, the Board had carried out an Annual performance

evaluation of its own performance, the Independent Directors as well as the evaluation of the working of the Committees.

H. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

23. AUDITORS AND AUDITORS REPORTS

a. Statutory Auditors

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

b. Secretarial Auditor

The Board had appointed M/s. S. Srinivasan and Co., Company Secretaries to issue Secretarial Audit Report for the financial year 2014- 15. Secretarial Audit Report issued by M/s

S. Srinivasan and Co., Company Secretaries, in Form MR-3 for the financial year 2014- 15 forms part of this report and marked as Annexure D. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Cost Auditor

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 20th Annual General Meeting, M/s. S. R. Bhargave & Co., Cost Accountants, to conduct the audit of the cost accounting records for financial year 2014-15.

The Cost Audit Report for financial year 2013- 2014 for audit of Cost accounting records by the Cost Auditor, M/s S. R. Bhargave & Co.,

Cost Accountants, was filed on 22nd September 2014.

Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors to conduct the cost audit of the Company for the financial year 2015-16.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual

Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure E which forms part of this Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND foreign exchange earnings AND OUTGO

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

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy;

Vijayanagar

- Reduce power consumption of ID fan motors (2 nos.) in SBU-2, Unit-1, by installing variable frequency drives (VFD), resulted in recurring saving of 425 kWh.

- Installation of additional baskets in air preheater (APH) - Unit - 2 to yield a reduction of 2°C in the temperature of exit flue gas resulting in improved boiler efficiency by 0.1%.

- Reduce power consumption of CEP in SBU-2, Unit-2, by installing variable frequency drives (VFD), resulted in recurring saving of 215 Kwh.

- Reduction in power consumption of 2 nos. of CT fans in SBU-2 saving of 40kwh and SBU-I: 2 Nos of CT Fans by installing energy efficient fan blades saving of 14kwh.

- Reduction of energy consumption in

CHP by installing a bypass chute to transfer coal from conveyor CJ 9C1 to 10C1 eliminating operation of Coal conveyor CJ 9RC1 saving of 8.44 Kwh.

- 20 Nos. Main road lights replaced with LED lamps.

- Remote monitoring of High energy drains temperature for early detection of passing of valves in SBU1.

Ratnagiri

- The installation of Air Drier in Ash conveying system to reduce moisture in conveying air.

- Optimization of coal mill operation during partial loading.

- Auto operation of Seal Air fan, Inlet IGV.

- Installation of Intelligent flow controller in Main plant compressed air system.

- Installation of condenser ball cleaning system in Unit 2, 3 and 4 to improve the Condenser vacuum.

- Installation of LED lights

- Installation of Energy efficient fan in

cooling tower for two cells.

- Interconnection of VAM steam supply line form Unit 1 & 2 to Unit 3 & 4

(ii) The steps taken by the company for

utilizing alternate sources of energy;

Vijayanagar

- Utilisation of Waste gas from JSW steel in SBU-II Unit-2 boiler by converting 100% coal fired to 90% coal fired and 10% waste gas fired. This will reduce GHG emissions of 0.07 kg/ Kwh.

Ratnagiri

- Rainwater harvesting and alternate water supply arrangement to JSW Township.

(iii) The capital investment on energy

conservation equipments;

Vijayanagar

- Capital investment of Rs. 2.77 crore

Ratnagiri

- Capital investment of Rs. 1.26 crore

Total: Rs. 4.03 crore

(B) Technology absorption -

(i) The efforts made towards technology

absorption;

Vijayanagar

a) SBU-1 Unit 1 - During capital overhauling of Unit, all four UPS replacement done because of Obsolescence of technology.

b) SBU-I Unit-1 Existing I.F.M Igniter

system in boiler is replaced with "High Energy Arc ignitor (HEA)"

c) Absorption of better technology for EHTC and GAMP, Turbine Stress Evaluator systems for SBU-1 Unit #1.

d) CHP HMI shifting from main ESP control room to main control room to optimise and effective operation.

e) Mechanised cleaning and coal handling plant.

Ratnagiri

a) Engineering Stations (ES) of all 4 Units are made available at single location.

b) Teflon coating for CW pump shaft.

c) Corrosion resistance coating on sea water intake pump shaft.

d) Installation of Debris filter in FGD sea water inlet pipe line.

e) Shifting of Silo Dry Ash Unloading System Control Panel at nearest location.

f) Installation of Online Purging system for Mill Bowl DP Transmitter.

The Company has carried out 13 nos. of logic/structural modifications in Plant which has resulted in enhanced plant performance and safety.

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

Vijayanagar

a) Reduction in outage time, combating

obsolescence

b) The HIGH ENERGY ARC {HEA}

provides Consistent and Reliable ignition of fuel. Eliminates safety hazard

Ratnagiri

a) Monitoring, Forcing / Simulation of all

4 Units can be done by one I & C Shift Engineer from single location.

b) Reduction in failure of shaft and maintenance cost and reduction of lube water consumption.

c) Reduction in maintenance down time and improved availability

d) Better monitoring & control to avoid spillage of Ash.

e) Reduction in down time of FGD

f) Reduction in inventory cost and improvement in availability of equipment.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); Not Applicable

(iv) The expenditure incurred on Research and Development. Ratnagiri

As such the Company did not carry ou any basic R&D work during the year 2014-2015 but for new technology absorption expenditure incurred was Rs. 0.48 crore.

26. EMPLOYEE STOCK OPTION PLAN AND SCHEME

The ESOP Committee of the Board of Directors of the Company, inter alia, administers and monitors the JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega Stock Option Scheme 2012 (ESOS 2012) of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March 2015 with regard to the ESOP 2010 and ESOS 2012 are provided in Annexure F to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant.

Voting rights on the shares, if any, issued to employees under the ESOP 2010 and ESOS 2012 are to be exercised by them directly or through their appointed proxy.

The certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members would be placed at the Annual General Meeting for inspection by members.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure G to this Report.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Sajjan Jindal Mumbai Chairman & Managing Director 27th April 2015 [DIN: 00017762]


Mar 31, 2014

To the Shareholders,

The Directors are pleased to present the Twentieth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2014.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2014 is summarized below:

(Rs. crore)

Particulars Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Sales and Other Income 6,057.55 6,701.23 8,907.63 9,147.73

Profit before Interest, Depreciation, Tax and Exceptional 2,267.57 2,410.52 3,453.61 3,006.62 items

Finance Costs 627.55 571.80 1205.94 962.79

Depreciation and amortisation expense 452.85 424.94 809.95 661.53

Exceptional items 370.21 169.95 377.69 196.59

Profit before Tax 816.96 1,243.83 1060.03 1,185.71

Provision for Tax 214.48 250.80 283.60 273.31

Profit for the year before Share of loss of Associates and 602.48 993.03 776.43 912.40 Minority Interest

Share of Profit / (Loss) of Minority - - 5.10 (2.93)

Share of Loss of Associate Company - - 16.59 11.68

Profit for the year 602.48 993.03 754.74 903.65

Add: Profit brought forward from previous year 2,117.27 1,717.71 1,569.34 1,272.43

Less: Share of Loss of Associate up to previous year - - 3.75 11.88

Profit available for appropriation 2,719.75 2,710.74 2,320.33 2,164.20

Less: Transfer to Debenture Redemption Reserve 73.69 135.23 73.69 135.23

Less: Transfer to Contingency Reserve - - 1.39 1.39

Less: Transfer to General Reserve 45.19 74.48 45.19 74.48

Less: Proposed Dividend 328.01 328.01 328.01 328.01

Less: Dividend Distribution Tax 55.75 55.75 55.75 55.75

Balance Carried to Balance Sheet 2,217.11 2,117.27 1,816.30 1,569.34

2. FINANCIAL PERFORMANCE Standalone

- The total revenue of your Company for fi scal 2014 stood at Rs. 6,057.55 crore as against Rs. 6,701.23 crore for fi scal 2013 showing a decrease of 9.61%.

- The EBIDTA (before exceptional items) decreased by 5.93% from Rs. 2,410.52 crore in fi scal 2013 to Rs. 2,267.57 crore in fi scal 2014.

- Profit for the year decreased by 39.33% from Rs. 993.03 crore in fi scal 2013 to Rs. 602.48 crore in fi scal 2014.

- The net worth of your Company increased to Rs. 7,002.67 crore at the end of fi scal 2014 from Rs. 6,773.24 crore at the end of fi scal 2013.

- The debt gearing of your Company was at 0.71 times as at the end of fi scal 2014 compared to 0.80 times at the end of fi scal 2013.

Consolidated

- The consolidated total revenue of your Company for the fi scal 2014 stood at Rs. 8,907.63 crore as against Rs. 9,147.73 crore for fi scal 2013 showing a decrease of 2.62 %.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 3,006.62 crore in fi scal 2013 to Rs. 3,453.61 crore in fi scal 2014 showing an increase of 14.87 %.

- The consolidated Profit for the year has decreased from Rs. 903.65 crore in fi scal 2013 to Rs. 754.74 crore in fi scal 2014 showing a decrease of 16.48 %.

- The consolidated Net Worth of your Company has increased from Rs. 6,203.76 crore at the end of fi scal 2013 to Rs. 6,571.17 crore in fi scal 2014.

- The consolidated debt gearing of the Company is at 1.54 times as at end of fi scal 2014 compared to 1.67 times in fi scal 2013.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2 per share (20%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for FY 2013-2014 [Rs. 2 per share (20%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outfl ow on account of Equity dividend will be Rs. 383.76 crore [Rs. 383.76 crore in previous year].

5. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

A. Raj WestPower Limited (RWPL)

Raj WestPower Limited (RWPL), a wholly owned subsidiary of your Company, had commissioned 1080 MW (8 X 135) power plant based on lignite to be mined from Jalipa & Kapurdi Lignite mines in the District of Barmer in Rajasthan in FY 2012-13. Some of the allied project activities such as part of Lignite handling system, Lime handling system and colony were commissioned during the current year. The balance part of Project like part of reservoir, 33 KV line etc., is expected to be completed during the year.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine- head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL meets the entire fuel requirement of the Power Plant.

During the year, RWPL has achieved Plant Load Factor (PLF) of 44.32% and generated 4,193.30 million units (gross). Out of the gross generation, it has sold 3,697.34 million units to Rajasthan Distribution Companies (Discoms) and generated revenue of Rs. 1,860.01 crore and earned profit after tax of Rs. 157.29 crore on standalone basis and revenue of Rs. 1,843.29 crore and profit after tax of Rs. 140.09 crore on consolidated basis during the FY 2013-14.

The project cost of RWPL was funded on a debt equity ratio of 75:25, with consortium of lenders led by ICICI Bank Limited. The revised project cost including margin money is estimated to be Rs. 7,165 crore. The Company has drawn Rs. 5,173 crore under Rupee Term Loan Agreement.

It has incurred Rs. 6,936 Crore for the project (excluding investment in BLMCL) as at 31st March, 2014.

Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 677.96 crore as loan as at 31st March, 2014. RWPL has invested equity of Rs. 9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs. 394.09 crore as on that date.

RWPL and BLMCL have fi led petition with Hon''ble Rajasthan Electricity Regulatory Commission (RERC) for determination of tariff

and lignite transfer price for FY 2014-15 which is under consideration. In the meanwhile, RERC has extended the last applicable provisional tariff and transfer price upto 30th June, 2014, which can be expected to be further extended.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

Land Acquisition officer (LAO) has passed the Order for acquisition of the Jalipa Lignite Mines and full consideration has been paid by BLMCL. Development activity of the Jalipa mine is expected to commence during FY 2014- 15. Mining lease for the Jalipa Lignite Mine has been granted by Government of Rajasthan (GoR) in favour of RSMML on 22nd February, 2013 and the lease has been transferred by GoR from RSMML in favour of BLMCL on 17th September, 2013. The execution of mining lease is expected to be done soon. Ministry of Coal has also granted post-facto prior approval to GoR for grant of lease to RSMML for Kapurdi and Jalipa Lignite Mines and transfer of mining lease to BLMCL.

BLMCL had applied for enhancement of mining capacity of Kapurdi Lignite Mines from 3MTPA to 7MTPA in March 2012 so that the lignite requirement for operating all eight units of the Power Plant can be met at normative PLF. Ministry of Coal had approved the increase in mining capacity upto 7 MTPA. The Environment Clearance approval for increase in mining capacity upto 7 MTPA is under consideration with Ministry of Environment & Forests (MoEF).

Meanwhile, BLMCL had also applied in January, 2013 for the one time enhancement in mining capacity by 25% to MoEF over the approved Environment Clearance (EC) of 3 MTPA, approval of which has been received by BLMCL.

During the year, BLMCL had also received fi nal clearance from MoEF for diversion of 9.794 hectares of protected forests land lying on both sides of NH-15 in Jalipa Lease area. PWD-NH division is also fi nalizing DPR for the diversion of NH-15 and is likely to complete the same soon.

Lignite Handling System has been installed and commissioned in March, 2014 and 3 MLD

Water Treatment Plant is under construction in Kapurdi Lignite Mines

BLMCL has incurred Rs. 1,527 crore till 31st March, 2014.

Both RWPL and BLMCL are presently operating on adhoc interim Tariff and adhoc transfer price of Lignite respectively, provided by the RERC till the fi nal determination of Tariff & transfer price of Lignite. Besides the determination of fi nal Tariff & transfer price of Lignite, there are other issues related to the project either pending before RERC or Hon''ble Appellate Tribunal for Electricity or Hon''ble Supreme Court, which will have an eventual bearing on the earnings of the Company. As a prudent & conservative practice, both RWPL & BLMCL have only adopted the Tariff approved by the RERC.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest category Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 10061 MUs as against 11328 MUs during the previous financial year thereby generating a total sales turnover of Rs. 5,020 Crore with Profit after Tax of Rs. 17.26 crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has emerged as one of the leading Power Trading Companies in India and achieved second position on all India basis as per the monthly reports of Market Monitoring Cell of Hon''ble CERC for period April 2013 to February 2014. JSWPTC is a representative in the Central Advisory Committee of Hon''ble CERC.

C. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), for development of Transmission System as an integral part of Intra-state Transmission

System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Hon''ble Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through diffi cult terrain.

The Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained a high availability of Transmission System at 99.19% for the FY 2013-14.

Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2014 in JPTL. JPTL has generated revenues of Rs. 121.08 crore and Net Profit of Rs. 19.61 crore during the FY 2013-14.

MERC has vide its order dated 16th August, 2013 approved the Annual Revenue Requirement (ARR) including carrying cost as per its Multi Year Tariff Regulations for the period FY 2012- 13 to FY 2015-16 as well as truing up of ARR for the FY 2011-12.

D. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 840 acres, out of which 789 acres have been acquired either directly or indirectly through CSIDC for development of Project. About 540 acres of land has been handed over to CSIDC by Government of Chhattisgarh. Environment clearance has been obtained from Ministry of Environment & Forests. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be fi nanced with a Debt Equity ratio of 75:25. Your Company has invested Rs. 108.57 crore as Equity contribution as at 31st March 2014.

E. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.15 crore as loan as at 31st March 2014.

F. JSW Energy (Kutehr) Limited (JEKL)

JEKL has been incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project.

Your Company has invested Rs. 2.36 crore as Equity contribution as at 31st March 2014.

OVERSEAS SUBSIDIARIES

G. PT Param Utama Jaya (PTPUJ)

The Company had acquired 100% equity of PTPUJ in the year 2007 for a total consideration of USD 4.1 Mn which was incorporated in Indonesia. PTPUJ was engaged in the business of providing management consultancy services to coal mining companies in Indonesia. The Company has entered into a share purchase agreement with Saiwai Boeki Shokai Pte Limited and sold its 100% equity for a consideration of USD 4.2 Mn. Accordingly, PTPUJ ceased to be the subsidiary of the Company wef 28th February, 2014.

H. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 36.06 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 320.63 crore as loan as on 31st March, 2014 for acquiring and developing Coal mining assets in South Africa. JEMML has also invested in equity share capital of Rs. 6.33 crore (including Share Application Money of Rs. 6.23 crore) in JSW Energy Natural Resources UK Limited.

Your Company has Equity investment of Rs. 42.11 crore in JEMML and advanced Rs. 309.03 crore as loan as on 31st March, 2014.

I. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 35.81 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs. 320.42 crore as loan as on 31st March, 2014.

J. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 41.07 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 8.94 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries, of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 26.91 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 214.15 crore as loan to SACMH & its subsidiaries.

K. South African Coal Mining Holdings Limited (SACMH)

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area.

The effective shareholding of your Company in SACMH as at 31st March, 2014 stands at 93.27%.

L. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.63 crore as Equity in JENRBL, which has been entirely provided for during the previous year.

M. JSW Energy Natural Resources UK Limited (JENRUKL).

JENRUKL was incorporated on 12th September 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for achieving the objective of overseas acquisition of coal assets. JEMML had invested Rs. 0.10 crore in its equity shares and Rs. 6.23 crore is given as share application money pending allocation.

6. EXEMPTION U/S 212 FOR SUBSIDIARIES

The Company has availed the exemption available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011 from attaching a copy of the Balance Sheet, Profit and Loss Statement, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any Shareholder at the Company''s Registered office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 and the Company will make available these documents and the related detailed information upon request by any Shareholder of the Company or any Shareholder of its subsidiary Companies who may be interested in obtaining the same.

7. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

Ministry of Environment and Forests (MoEF) has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Felling of trees coming in the alignment of project, is under progress. Consent to establish has been accorded by the HP State Pollution Control Board on 17th December, 2012.

Kutehr HEP has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol. The project is entitled to claim carbon credits from the date of commissioning.

80 Bighas of private land required for the implementation of the project has been acquired through direct negotiations and balance 16 Bighas to be acquired through Land Acquisition Act, 1894 is at the advance stage.

Efforts are being made for signing of power purchase agreement (PPA) with different state agencies. The Project is progressing well.

Toshiba JSW Power Systems Private Limited (formerly Toshiba JSW Turbine and Generator Private Limited – "Toshiba JSW")

Toshiba JSW is a Joint Venture with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by the Company and 2.48% by JSW Steel Limited to design, manufacture, market and maintain services of mid to large-size Supercritical Steam Turbines and Generators of size 500 MW to 1,000 MW. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of state of the art power plant equipment.

Your Company has invested Rs. 100.23 crore in Equity of Toshiba JSW.

The name of Toshiba JSW Turbine & Generator Private Limited has been changed to Toshiba JSW Power Systems Private Limited consequent to the demerger of Toshiba Thermal Power System division from Toshiba India Private Limited and its merger into Toshiba JSW. Toshiba JSW is now capable of providing comprehensive Engineering, Procurement and Construction services for the Power Plants.

During the year, Toshiba JSW has received order from NTPC Limited for 2 Units of 800 MW Super critical Turbines and Generators for Darlipalli Power Project in Orissa. This is in addition to the earlier orders received from NTPC for 3 Units of 800 MW Supercritical Turbine and Generator sets for Kudgi Power plant in Karnataka and 2 Units of 660 MW Supercritical Turbine Generator sets for Meja Power Project in Uttar Pradesh which are at an advanced stage of manufacturing and progressive dispatch to NTPC.

Toshiba JSW has decided to expand the annual production capacity of the Manufacturing facility from 3000 MW to 6000 MW of Supercritical Steam Turbine & Generators and construction work for the same is in progress and is expected to be completed shortly.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfi elds Limited, a Public Sector Company holds 60% of the Equity. Land acquisition by Government of India under Section 9(1) of Coal Bearing Areas (Acquisition and Development) Act, 1957 has been completed. Ministry of Coal, Government of India has been requested for vesting of land in favour of MJSJ under the provisions of Section 11 of the Act. Gopal Prasad OCP has 2 blocks; namely west of Gopal Prasad West and Utkal A Block. Earlier entire Gopal Prasad West total area 1022.85 ha (2527.47 acre) has been vested by Government of India with MCL for mining. Now, MJSJ has applied to the Government for change of vesting of rights for west portion of Gopal Prasad West having area of 615.78 ha (1521.59 ac) in the name of MJSJ instead of MCL. Ministry of Coal is awaiting approval of CMD, MCL to consider the proposal. Government of India has vested 409.03 ha (1010.714 acre) land with MJSJ for mining of Utkal A Block. Other pre-development activities like statutory clearances are in the process of completion. Your Company has invested Rs. 10.46 crore towards its 11% stake as on 31st March, 2014.

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

Other New projects, Initiatives etc

Your Company has plans to expand the capacity and foot print in the generation space with locations identifi ed in Chattisgarh, Jharkand, Vijayanagar and Ratnagiri. While the Company has acquired / is acquiring land in these locations besides taking various consents, these projects are proposed to be taken up on getting reasonable clarity on the fuel and power off-take arrangements which are awaited. Besides, as part of the strategy to be a fully integrated player in the power sector, the Company is keenly evaluating the opportunities in the distribution space.

8. CREDIT RATING

CARE has reaffi rmed ''CARE AA-'' (Double AA minus) rating to the long-term bank facilities of your Company. Non Convertible Debentures are also rated ''CARE AA-'' (Double AA minus). The rating reaffi rmed to the short-term bank facilities of your Company (including CP / Short Term NCDs) is ''A1 '' (A One Plus)

9. FIXED DEPOSITS

Your Company has not accepted any fi xed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. AWARDS

During the year, your Company received the following awards:

1. Best Thermal Power Plant, 2013 organised by IPPAI (Independent Power Producers Association of India)

2. National Award (Gold Shield) to Power Utilities for Meritorious Performance- In Recognition of Outstanding Performance during 2011- 12 (SBU-I) (Vijayanagar Plant) organised by Ministry of Power, Government of India

3. National Award (Gold Shield) to Power Utilities for Meritorious Performance - In Recognition of Outstanding Performance during 2012- 13 (SBU-I) (Vijayanagar Plant) organised by Ministry of Power, Government of India

4. National Award (Bronze Shield) to Power Utilities for Meritorious Performance- In Recognition of Outstanding Performance during 2012-13 (SBU-II) (Vijayanagar Plant) organised by Ministry of Power, Government of India

5. Shristi Good Green Governance Award in the utility sector awarded to Ratnagiri Plant for Environmental protection organised by Shristi Publications Pvt Ltd

11. BOARD OF DIRECTORS

1. The Board comprises of Eight Directors, of which three are Independent Directors and one Nominee Director.

2. Mr. Nirmal Kumar Jain ceased to be the Whole-time Director designated as ''Vice Chairman'' of the Company with effect from the close of 31st August 2013 but continues to be a Director on the Board. The Board placed on record the significant contributions made by Mr. Nirmal Kumar Jain during his tenure as Vice Chairman.

3. The Board of Directors at their meeting held on 30th January, 2014, subject to shareholders approval, reappointed M r. Sajjan Jindal as the Managing Director designated as Chairman and Managing Director with effect from 1st January 2014 for a period of 5 years.

Mr. Nirmal Kumar Jain, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. B. Ravindranath is the Nominee Director of IDBI Bank Limited on the Board of the Company with effect from 30th January, 2013. To comply with the requirement of Section 152 of the Companies Act, 2013 that not less than two-thirds of the total number of Directors shall be persons whose period of office shall be liable to determination by retirement of Directors by rotation and as Nominee Director are not considered as Independent, it is proposed that Mr. Ravindranath, nominated by IDBI Bank Limited as Director, be appointed as Director whose period of offi ce shall be liable to determination by retirement of Directors by rotation so long as Mr. Ravindranath continues to be Nominee Director of IDBI Bank Limited.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. P. Abraham and Mr. Chandan Bhattacharya as Independent Directors for fi ve consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. Abraham and Mr. Bhattacharya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

Mr. D. J. Balaji Rao, Independent Director whose term of office expires at the ensuing Annual General Meeting is not seeking reappointment. Mr. Balaji Rao will cease to be Director of the Company from the conclusion of the ensuing Annual General Meeting.

4. The Board met four times during the year on 3rd May, 2013, 26th July, 2013, 26th October, 2013 and 30th January, 2014.

12. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certifi cate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confi rmed:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

3. That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the annual accounts for the year under review, on a ''going concern'' basis.

14. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act,

1956, your Company was required to get its cost accounting records audited by a Cost Auditor and had accordingly appointed M/s. S. R. Bhargave & Co., Cost Accountants for this purpose for FY 2013-14. The Cost Audit Report for FY 2012-13 received from M/s S. R. Bhargave & Co., Cost Accountants has been fi led on 21st September 2013.

Your Company has appointed, subject to ratifi cation of the remuneration payable to the cost auditor by the shareholders in the ensuing Annual General Meeting, M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2014-15 in case the audit of cost records is directed by the Central Government.

15. DISCLOSURES AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Disclosure as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i. Installation of VFD drives for CEPs in one unit of SBU-2.

ii. Installation of LED lighting in SBU- 1 & SBU-2 Control rooms, VFD room and Training hall for energy conservation.

iii. Replacement of passing BFP recirculation control valves (4 Nos.) in SBU-2 units.

iv. Optimised ESP Rapping motors operation for energy conservation in SBU-2.

v. Optimised ESP hopper heaters run time and number of hopper heaters in SBU-2

vi. Operation of ESP fi elds in "Energy saver mode" during fi ring of Low ash coal in SBU-2.

vii. PA header pressure optimisation in SBU-1 resulting in reduction of auxiliary power consumption.

viii. Reduction of Specifi c DM water consumption in SBU-1 resulting in Energy saving.

Ratnagiri

i. Arresting of leakages in Ash Conveying system and optimization of Ash conveying cycle to reduce loading of Ash handling Compressors.

ii. Optimization of operation of BA conveying System.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Vijayanagar

Installation of VFD for ID fans in one unit of 300MW.

Ratnagiri

Rs. 17 Lac for Intelligent Flow Control (IFC) System for Main Plant Compressor.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Vijayanagar

The energy conservation measures have reduced energy consumption by 624KW/hr (SBU-2- 322 KW/hr and SBU-1-302KW/hr)

Ratnagiri

The energy conservation measures have reduced energy consumption by 169.83 KW/Hr.

d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries Specified in the Schedule thereto: Not Applicable.

e) Your Company follows the ash utilisation norms stipulated in environmental clearances issued by the respective State Pollution Control Board / Ministry of Environment and Forests: Yes.

B. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form ''B'' is attached as Annexure "A" to this report.

b) The Company has carried out 19 numbers of logic/structural modifi cations in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 24 numbers of logic/structural modifi cations in plants located at Jaigad, which has resulted in enhanced plant performance.

16. EMPLOYEE STOCK OPTION PLANS (ESOP)

In terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to JSWEL Employees Stock Option Plan 2010 and JSWEL Employees Mega Stock Option Scheme 2012 is given in Annexure "B" to the Directors Report.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 ("Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

18. CORPORATE SOCIAL RESPONSIBILITY

JSW Group strongly believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders and is committed towards improving the quality of life of communities around its area of operations.

The Company has its current domestic operations across different locations such as Vijayanagar in Karnataka, Ratnagiri in Maharashtra and Barmer in Rajasthan and new projects coming up in other locations such as Hydro Project at Kutehr in Himachal Pradesh, thermal project at Raigarh, Chattisgarh etc.

The CSR initiatives of the Company are mainly conducted under the aegis of JSW Foundation, an integral part of the JSW Group, which is the social development division of the Group. It is an independent institution and is governed by the Board of Trustees who are drawn from the senior management of the Group headed by Mrs. Sangita Jindal, Chairperson.

The Primary stakeholder in the Company''s CSR activities is the local populace in and around its area of operations. Some of the notable CSR activities covered include Community development initiatives in the fi eld of Education such as establishing of Schools and running them, running a de- centralised Mid-Day meal Programme for students thereby enhancing attendance in Schools, operating primary healthcare and conduct of special camps for health check-ups, upgradation of government run health centres, employment generation, Water conservation project, organising self-help groups for local women to start individual and group enterprises, Sanitation drive in collaboration with Government''s Total Sanitation Campaign and Promotion of Arts.

The Board of Directors at their meeting held on 3rd May 2013, in terms of requirements of Section

135 of the Companies Act, 2013, had already constituted the Corporate Social Responsibility (CSR) Committee which presently comprises of Mr. Sanjay Sagar, Mr. Pramod Menon, Mr. Chandan Bhattacharya and Mr. Nirmal Kumar Jain as members of the said Committee. The amount expended by the Company towards CSR during 2013-14 was Rs. 6.31 crore.

The Board of Directors at their meeting held on 30th April, 2014 has, after considering the recommendation of the CSR Committee, approved the CSR Policy of the Company which is placed on the Company''s website. Your Company is committed to spend towards CSR, minimum 2% of the average net profits of the Company for the preceding three financial years pursuant to Section 135 of the Companies Act, 2013.

19. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

30th April 2014 Chairman & Managing Director


Mar 31, 2013

To the Shareholders,

The Directors are pleased to present the Nineteenth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2013 is summarized below:

(Rs. crore)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Sales and Other Income 6,701.23 5,130.44 9,147.73 6,265.44

Profit before Interest, Depreciation, Tax and Exceptional items 2,410.52 1,328.24 3,006.62 1,594.39

Finance Costs 571.80 508.16 962.79 717.24

Depreciation and amortisation expense 424.94 377.22 661.53 503.34

Exceptional items 169.95 151.61 196.59 161.27

Profit before Tax 1,243.83 291.25 1,185.71 212.54

Provision for Tax 250.80 56.61 273.31 41.91

Profit for the year before Share of loss of Associates and Minority 993.03 234.64 912.40 170.63 Interest

Share of Profit / (Loss) of Minority - - (2.93) 0.58

Share of Loss of Associate Company - - 11.68 -

Profit for the year 993.03 234.64 903.65 170.05

Add: Profit brought forward from previous year 1,717.71 1,717.85 1,272.43 1,338.12

Less : Share of Loss of Associate up to previous year - - 11.88 -

Profit available for appropriation 2,710.74 1,952.49 2,164.20 1,508.17

Less: Transfer to Debenture Redemption Reserve 135.23 139.48 135.23 139.48

Less: Transfer to Contingency Reserve - - 1.39 0.96

Less: Transfer to General Reserve 74.48 - 74.48 -

Less: Proposed Dividend 328.01 82.00 328.01 82.00

Less: Dividend Distribution Tax 55.75 13.30 55.75 13.30

Balance Carried to Balance Sheet 2,117.27 1,717.71 1,569.34 1,272.43

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of your Company for fiscal 2013 stood at Rs. 6,701.23 crore as against Rs. 5,130.44 crore for fiscal 2012 showing an increase of 31%.

- The EBIDTA (before exceptional items) increased by 81% from Rs. 1,328.24 crore in fiscal 2012 to Rs. 2,410.52 crore in fiscal 2013.

- Profit for the year increased by 323% from Rs. 234.64 crore in fiscal 2012 to Rs. 993.03 crore in fiscal 2013.

- The net worth of your Company increased to Rs. 6,773.24 crore at the end of fiscal 2013 from Rs. 6,158.72 crore at the end of fiscal 2012.

- The debt gearing of your Company was at 0.80 times as at the end of fiscal 2013 compared to 0.87 times at the end of fiscal 2012.

Consolidated

- The consolidated total revenue of your Company for the fiscal 2013 stood at Rs. 9,147.73 crore as against Rs. 6,265.44 crore for fiscal 2012 showing an increase of 46 %.

- The consolidated EBIDTA (before exceptional items) increased from Rs. 1,594.39 crore in fiscal 2012 to Rs. 3,006.62 crore in fiscal 2013 showing an increase of 89%.

- The consolidated Profit for the year has also increased from Rs. 170.05 crore in fiscal 2012 to Rs. 903.65 crore in fiscal 2013 showing an increase of 431%.

- The consolidated Net Worth of your Company has increased from Rs. 5,700.07 crore at the end of fiscal 2012 to Rs. 6,203.76 crore in fiscal 2013.

- The consolidated debt gearing of the Company is at 1.67 times as at end of fiscal 2013 compared to 1.75 times in fiscal 2012.

3. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges, in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2 per share (20%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for FY 2012 - 2013 [Rs.0.50 per share (5%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 383.76 crore [Rs. 95.30 crore in previous year].

5. subsidiaries

The details of the Subsidiary Companies are as follows:

a. Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of your Company, has implemented the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 7,165 crore.

During the year, RWPL commenced commercial operations of its 5th unit on 5th February, 2013, 8th Unit on 28th February, 2013, 6th Unit on 3rd March, 2013, and 7th Unit on 16th March, 2013, thereby increasing its operating capacity to 1080 MW.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant.

RWPL achieved Plant Load Factor (PLF) of 73.36% during operational period of the plant and has generated 3,780.20 million units (gross) during the year. Out of the gross generation, RWPL has sold 3,310.31 million units to Rajasthan Distribution Companies (Discoms) and generated revenues of Rs. 1,232.14 crore and profit after tax of Rs. 19.79 crore on standalone basis and revenues of Rs. 1,214.64 crore and profit after tax of Rs. 8.52 crore on consolidated basis during the FY 2012-2013.

RWPL has incurred Rs. 6,844 crore for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2013. Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 1,167.28 crore as loan as at 31st March, 2013.

RWPL has received in-principle consent for the proposed expansion for setting up another 2X135 MW Power Plant at the same location. The cost of this Project was estimated at Rs. 1,350 crore and was proposed to be financed with a Debt to Equity ratio of 75:25. RWPL has incurred a cost of Rs. 61.25 crore towards the expansion project and the entire amount has been funded by your Company.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL had supplied entire lignite to meet the requirements of RWPL power plant from Kapurdi Lignite Mines.

The land acquisition of the Jalipa Lignite Mines is under progress and the mine development activity of the same would take approximately 18 months for the extraction of lignite and more than 24 months to achieve its full capacity. Mining lease for the Jalipa Lignite Mine has been granted by Government of Rajasthan in favour of RSMML on 22nd February, 2013 and the execution of mining lease is expected to be done soon.

BLMCL had also applied for enhancement of mining capacity of Kapurdi Lignite Mines from 3MTPA to 7MTPA in March 2012 so that the lignite requirement for operating all eight units of the Power Plant can be met at normative PLF. This application for statutory approvals for the revised Mining Plan is under advanced consideration.

Meanwhile, BLMCL had also applied in January, 2013 for the one time enhancement in mining capacity by 25% to Ministry of Environment & Forest (MOEF) over the approved Environment Clearance (EC) of 3 MTPA, subject to meeting certain criteria as per MoEF Office Memorandum dated 19th December, 2012. The approval for the same is under consideration of MoEF.

During the year, BLMCL had also received final clearance from MoEF for diversion of 9.794 hectares of protected forests land lying on both sides of NH-15 in Jalipa Lease area. PWD-NH division is also finalizing DPR for the diversion of NH-15 and is likely to complete the same soon.

BLMCL has incurred Rs. 1,371.58 crore till 31st March, 2013. RWPL has invested Equity of Rs. 9.80 crore in BLMCL besides providing unsecured subordinate debt of Rs. 368.59 crore as at 31st March, 2013.

Both RWPL and BLMCL are presently operating on adhoc interim Tariff and transfer price of Lignite respectively provided by the Hon''ble Rajasthan Electricity Regulatory Commission (RERC) till the final determination of Tariff & transfer price of Lignite by the Regulator. Besides the determination of final Tariff & transfer price of Lignite, there are other issues related to the project either pending before RERC or Hon''ble Appellate Tribunal for Electricity or Hon''ble Supreme Court, which will have an eventual bearing on the earnings of the company. As a prudent & conservative practice, both RWPL & BLMCL have only adopted the Tariff approved by the RERC.

b. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/generators. JSWPTC has achieved total trading volume of 11,327.83 MUs as against 8,247.30 MUs during the previous financial year thereby generating a total sales turnover of Rs. 5,298.67 crore with Profit after Tax of Rs. 18.76 crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies in India and achieved second position on all India basis as per the monthly report of Market Monitoring Cell of Hon''ble CERC for month of October, November and December 2012. It has been one of the active members in Power Committees for southern region and western region for presenting its views on different issues related with power sector. JSWPTC is a representative in the Central Advisory Committee of Hon''ble CERC.

c. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), for development of Transmission System as an integral part of Intra-State Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult terrain.

The entire Transmission Project was constructed in record time and became fully operational since 2nd December, 2011. The Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained a high availability of Transmission System at 98.43% for the FY 2012-2013.

Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2013. JPTL has generated revenues of Rs. 92.02 crore and Net Loss of Rs. 0.03 crore during the FY 2012-2013.

The petition for truing up of Annual Revenue Requirement (ARR) for the FY 2010-2011 and ARR for FY 2011-2012 was approved by MERC on 16th May, 2012. MERC has also approved Multi Year Tariff (MYT) Business plan of JPTL for the control period FY 2012-2013 to FY 2015-2016 vide order dated 20th December, 2012.

d. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 795 acres and a significant portion of the land has been acquired either directly or indirectly through CSIDC for development of Project. Environment clearance has been obtained from Ministry of Environment & Forests. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be financed with a Debt Equity ratio of 75:25. Your Company has invested Rs. 107.38 crore as Equity contribution as at 31st March, 2013.

e. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated on 12th January, 2011 as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy.

Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.41 crore as loan as at 31st March, 2013.

f. JSW Energy (Kutehr) Limited (JEKL)

JEKL has been incorporated on 20th February, 2013 as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project.

overseas subsidiaries

g. PT Param Utama Jaya (PTPUJ)

Your Company had acquired controlling interest in FY 2007 in PTPUJ, an Indonesian Company. PTPUJ is rendering management and technical consultancy services to Coal Mining Companies in Indonesia.

h. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 32.63 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 270.58 crore as loan as on 31st March, 2013 for acquiring and developing Coal mining assets in South Africa.

Your Company has Equity investment of Rs. 35.55 crore in JEMML and advanced Rs. 260.09 crore as loan as on 31st March, 2013.

i. JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 32.41 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL) and advanced Rs. 270.40 crore as loan as on 31st March, 2013.

j. JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 42.59 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 9.27 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries, of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 27.90 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 176.98 crore as loan to SACMH & its subsidiaries.

k. South African Coal Mining Holdings Limited (SACMH)

During the year, SACMH mined 209,388 MT of raw coal from the existing mines. The total sale of coal during the year was 179,332 MT.

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area.

The effective shareholding of your Company in SACMH as at 31st March, 2013 stands at 93.27%.

l. JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.53 crore as Equity in JENRBL, which has been entirely provided for during the previous year.

6. exemption U/S 212 For SUBSIDIARIES

The Company has availed the exemption available vide circular issued by Ministry of Corporate Affairs dated 8th February, 2011 from attaching a copy of the Balance Sheet, Profit and Loss Statement, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any Shareholder at the Company''s Registered Office as also at the Company''s Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 and the Company will make available these documents and the related detailed information upon request by any Shareholder of the Company or any Shareholder of its subsidiary Companies who may be interested in obtaining the same.

7. NEW PROJECTS, INITIATIVES AND JOINT VENTURES 240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh. An Implementation Agreement (IA) was signed with Himachal Pradesh (HP) Government on 4th March, 2011.

Ministry of Environment and Forests (MoEF) has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Consent to establish has been accorded by the HP State Pollution Control Board on 17th December, 2012.

Kutehr HEP has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol. The project is entitled to claim carbon credits from the date of commissioning.

57 Bighas of private land required for the implementation of the project has been acquired through direct negotiations and balance is being acquired through Land Acquisition Act, 1894. The Project is progressing well.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated as a Joint Venture (JV) with a shareholding of 75% by Toshiba Corporation Limited, Japan (Toshiba) and 25% by JSW Group (your Company and JSW Steel Limited) to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba and Toshiba JSW for transferring supercritical turbine manufacturing technology. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of state of the art power plant equipment.

Your Company has invested Rs. 97.25 crore equivalent to 22.46% of the paid up Equity in Toshiba JSW, with JSW Steel Limited holding 2.54% and Toshiba holding 75%.

The Manufacturing facility of Toshiba JSW has been established and production activity commenced for supply of 3 X 800 MW Supercritical Turbine and Generators sets for Kudgi Power plant, Karnataka and 2 X 660 MW Supercritical Turbine and Generator sets for Meja Power Project, Uttar Pradesh under the orders bagged from NTPC Limited.

It is also decided to expand the Manufacturing facility to enhance annual production capacity from 3000 MW to 6000 MW and construction work for the same is in progress.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfields Limited, a Public Sector Company holds 60% of the Equity. Land acquisition by Government of India under Section 9(1) of Coal Bearing Areas (Acquisition and Development) Act, 1957 has been completed. Ministry of Coal, Government of India has been requested for vesting of land in favour of MJSJ under the provisions of Section 11 of the Act. Other pre-development activities like statutory clearances are in the process of completion. Your Company has invested Rs.10.46 crore towards its 11% stake as on 31st March, 2013.

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

other New projects, Initiatives etc

Your Company has plans to expand the capacity and foot print in the generation space with locations identified in Chattisgarh, Jharkand, Vijayanagar and Ratnagiri. While the Company has acquired / acquiring land in these locations besides taking various consents, these projects are proposed to be taken up on getting reasonable clarity on the fuel and power off-take arrangements which are awaited. Besides, as part of the strategy to be a fully integrated player in the power sector, the Company is keenly evaluating the opportunities in the distribution space. However, given the prevailing challenging economic environment and slow paced action on policy fronts, your Company is treading carefully in making fresh investments.

8. credit rating

CARE has reaffirmed ''CARE AA-'' (Double AA minus) rating to the long-term bank facilities of your Company aggregating to Rs. 3,248.02 crore. Non Convertible Debentures of your Company aggregating to Rs. 3,600 crore are also rated ''CARE AA-'' (Double AA minus). The rating reaffirmed to the short-term bank facilities of your Company aggregating to Rs. 5,050 crore is ''A1 '' (A One Plus)

9. FIXED DEpoSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

10. AWARDS

During the year, your Company received the following awards:

1. "Best Thermal Power Generation Company Award" at Power Line Awards, 2012 function organized by Power Line Magazine in New Delhi.

2. Best Fuel Efficient Boiler Award-2012, awarded to CPP- 2 at the Award function on 42nd National Safety Day Celebrations 2013.

11. BOARD OF DIRECTORS

1. Composition

The Board comprises of Eight Directors, of which four are Independent Directors with one of them being a Nominee Director.

2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. Nirmal Kumar Jain and Mr. Chandan Bhattacharya, retire by rotation and being eligible, offer themselves for reappointment.

3. Changes in the Composition of Directors

- Mr. Sanjay Sagar was appointed as an Additional Director and Whole-time Director designated as Joint Managing Director & Chief Executive Officer with effect from 21st July, 2012. The Company has received a notice in writing from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Sanjay Sagar for the office of Director.

- Mr. Pramod Menon is appointed as an Additional Director and Whole-time Director designated as Director - Finance with effect from 3rd May, 2013. The Company has received a notice in writing from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Pramod Menon for the office of Director.

- Mr. B. Ravindranath was nominated by IDBI Bank Limited as its Nominee Director on the Board of the Company with effect from 30th January, 2013.

- Mr. S. S. Rao had resigned as a Director and ceased to be the Whole-time Director of the Company with effect from the close of 30th April, 2012. The Board placed on record the significant contributions made by Mr. S.S. Rao during his tenure.

- Mr. R. R. Pillai, consequent upon attaining the age of superannuation, ceased to be Director and Director (Technical & Projects) of the Company with effect from the close of 31st January, 2013. The Board placed on record the valuable contributions made by Mr. R. R. Pillai during his long and illustrious career with the Company.

- Mr. T. R. Bajalia, consequent upon withdrawal of his nomination by IDBI Bank Limited, ceased to be Director of the Company with effect from 10th January, 2013. The Board placed on record the significant contributions made by Mr. T. R. Bajalia during his tenure.

4. Board Meetings

The Board met four times during the year on 30th April, 2012, 20th July, 2012, 1st November, 2012 and 23rd January, 2013.

12. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. LODHA & CO., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report as also the Management Discussion and Analysis which is given as Annexure to this report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

3.That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4.That the Directors have prepared the annual accounts for the year under review, on a ''going concern'' basis.

14. AUDITORS

M/s. LODHA & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has 4 units of 300 MW each operational at Jaigad, Ratnagiri. It is proposed to appoint M/s. Shah Gupta & Co., Chartered Accountants as Branch Auditors for the said plant for the FY 2013-2014. The Shareholders'' approval is therefore sought for the appointment of M/s. Shah Gupta & Co, Chartered Accountants as Branch Auditors of the Plant situated at Jaigad, Ratnagiri for the financial year 2013-2014 and to authorize the Board of Directors to determine the remuneration payable in consultation with them.

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act, 1956, your Company is required to get its cost accounting records audited by a Cost Auditor and had accordingly appointed M/s. S. R. Bhargave & Co., Cost Accountants for this purpose for FY 2012- 2013. The Cost Audit Report for FY 2011-2012 has been filed on 30th January, 2013.

Subject to the approval of the Central Government, your Company has reappointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2013-2014.

15. DISCLOSURES AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Disclosure as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i. Replacement of passing CEP recirculation control valve.

ii. ACW pumps (4 nos) casing internal surface were applied with ceramic type antifriction coat to reduce the frictional losses.

iii. Optimised equipment running hours to achieve gain in auxiliary power consumption.

iv.Optimised ESP ash Compressor operation for energy conservation.

v. Equipment efficiencies were evaluated and optimized on a continuous basis.

Ratnagiri

i. Optimised the coal belt running hours by effective planning of coal consumption.

ii. Arresting of leakages in flue gas and air ducts and optimization of Flue gas O2 %.

iii. Optimization of CT fan and vacuum Pump Operation.

iv.Seawater intake pump running optimization.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Vijayanagar

i. Installed mechanical seals for DM water pumps to reduce friction loss & DM water leakage.

ii. ACW Pumps: Recommissioned with modified impellers thus reducing the power consumption

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Vijayanagar

The energy conservation measures have reduced energy consumption by 63KW/hr.

Ratnagiri

The energy conservation measures have reduced energy consumption by 969 KW/hr and Avg station Aux power reduced to 8.67 % for FY 2012- 2013 from 9.34% of FY 2011-2012.

d) Total energy consumption and energy consumption per unit of production as per Form A in Respect of industries specified in the Schedule thereto: Not Applicable

e) Your Company follows the ash utilisation norms stipulated in environmental clearances issued by the respective State Pollution Control Board / Ministry of Environment and Forests.

B. TECHNOLOGY ABSORPTION AND INNOVATION

a) The form for disclosure of particulars with respect to Technology Absorption in Form ''B'' is attached as Annexure "A" to this report.

b) The Company has carried out 144 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 20 numbers of logic/structural modifications in plants located at Jaigad, which has resulted in enhanced plant performance.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings of the Company for year under review amounted to Nil. The foreign exchange outflow is as under:

Sr No Particulars Rs. Crore

a) Import of Coal 3,047.32

b) Plant, Machinery and Spares 8.30

c) Furniture and Fixtures 5.01

d) Travelling Expenses 0.76

e) Legal and Professional 2.05

f) Interest and Finance charges 39.42

g) License and Membership Fee 1.25

h) Dividend 5.55

Total 3,109.66

16. EMPLOYEE STOCK OPTION PLANS (ESOP)

In terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to JSWEL Employees Stock Option Plan 2010 and JSWEL Employees Mega Stock Option Scheme 2012 is given in Annexure "B" to the Directors Report.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 ("Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office or Company''s Office at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

18. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers, debenture holders and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

3rd May, 2013 Chairman & Managing Director

 
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