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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


Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report and the Audited accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2012 is summarized below:

(Rs. Crore)

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Sales and Other Income 5,130.44 3,981.15 6,265.44 4,427.54

Profit before Interest, 1,328.24 1,641.98 1,594.39 1,697.23

Depreciation, Tax and Exceptional items

Interest and Finance 508.16 341.00 717.24 432.53 Charges

Depreciation 377.22 211.61 503.34 266.80

Exceptional items 151.61 - 161.27 -

Profit before Tax 291.25 1,089.37 212.54 997.90

Provision for Tax 56.61 203.76 41.91 156.15

Profit after Tax before 234.64 885.61 170.63 841.75

Minority interest

Share of Profit / (Loss) of - - 0.58 (0.07) Minority

Profit after Tax 234.64 885.61 170.05 841.82

Add: Profit brought 1,717.85 1,204.43 1,338.12 869.39 forward from previous year

Profit available for 1,952.49 2,090.04 1,508.17 1,711.21 appropriation

Debenture Redemption 139.48 181.57 139.48 181.57 Reserve

Contingency Reserve - - 0.96 0.90

Dividend 82.00 164.01 82.00 164.01

Dividend Distribution Tax 13.30 26.61 13.30 26.61

Balance Carried to Balance 1,717.71 1,717.85 1,272.43 1,338.12 Sheet

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of the Company for fiscal 2012 stood at Rs. 5,130.44 Crore as against Rs. 3,981.15 Crore for fiscal 2011 showing an increase of 29%.

- The EBIDTA (before exceptional items) decreased by 19% from Rs. 1,641.98 Crore in fiscal 2011 to Rs. 1,328.24 Crore in fiscal 2012.

- Profit after Tax declined by 74% from Rs. 885.61 Crore in fiscal 2011 to Rs. 234.64 Crore in fiscal 2012.

- The net worth of the Company increased to Rs. 6,158.72 Crore at the end of fiscal 2012 from Rs. 6,025.39 Crore at the end of fiscal 2011.

- The debt gearing of the Company was at 0.87 times as at the end of fiscal 2012 compared to 0.91 times at the end of fiscal 2011.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2012 stood at Rs. 6,265.44 Crore as against Rs. 4,427.54 Crore for fiscal 2011 showing an increase of 42%.

- The consolidated EBIDTA (before exceptional items) declined from Rs. 1,697.23 Crore in fiscal 2011 to Rs. 1,594.39 Crore in fiscal 2012 showing a decrease of 6%.

- The consolidated Profit after tax has also declined from Rs. 841.82 Crore in fiscal 2011 to Rs. 170.05 Crore in fiscal 2012 showing a decrease of 80%.

- The consolidated Net Worth of the Company has increased from Rs. 5,676.48 Crore at the end of fiscal 2011 to Rs. 5,700.07 Crore in fiscal 2012.

- The consolidated debt gearing of the Company is at 1.75 times as at end of fiscal 2012 compared to 1.70 times in fiscal 2011.

3. CONSOLIDATED FINANCIAL STATEMENTS

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

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 0.50/- per share (5%) on 164,00,54,795 Equity Shares of Face Value of Rs.10 each for FY 2011-2012 [Rs. 1/- per share (10%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 95.30 Crore [Rs. 190.62 Crore in previous year].

5. UTILISATION OF IPO PROCEEDS

The Company had come out with an Initial Public Offering (IPO) of Equity Shares aggregating to Rs. 2,700 Crore and the same were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. On 28th December, 2010, the Shareholders of the Company had interalia approved by way of Postal Ballot the utilization of IPO proceeds for the purposes other than that stated in the Prospectus dated 17th December, 2009. The IPO proceeds have been fully utilised as on 31st March, 2012 as under:

6. DIVESTMENT

JSW Energy (Bengal) Limited (JSWEBL)

During the year, your Company divested its entire holding of 74% held in JSW Energy (Bengal) Limited (JSWEBL) (which was incorporated on 8th February, 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and your Company with 26% of shareholding held by JSWBSL and 74% by your Company) to JSWBSL. Thus, JSWEBL ceased to be the subsidiary of the Company.

7. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

a) Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of the Company, is implementing the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 6,865 Crore.

During the year, RWPL commenced commercial operation of its 3rd Unit of 135 MW on 7th November, 2011 and 4th Unit of 135 MW on 4th December, 2011, thereby increasing its installed capacity to 540 MW. Further, Unit 5 also achieved Synchronization on oil on 30th March, 2012. The project is now expected to be fully commissioned in fiscal 2013 in phases.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan on 29th May, 2006 for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan.

In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated on 19th January, 2007 as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa in the district of Barmer for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant. Mining lease of Kapurdi mining block was transferred in favor of BLMCL in October 2011, subsequent to which BLMCL commenced supply of lignite to RWPL. BLMCL is in the process of taking possession of the land for the Jalipa Lignite block. BLMCL has also initiated steps for enhancing the capacity of the Kapurdi Mine to enable it to supply the lignite required for operating all eight units of the Power Plant. BLMCL has incurred Rs. 1,223.46 Crore till 31st March, 2012. RWPL has invested equity of Rs. 9.80 Crore in BLMCL besides providing it unsecured subordinate debt of Rs. 361.63 Crore as at 31st March, 2012.

During the year, pending fixation of the power tariff & transfer price of Lignite and due to non availability of tariff based on imported coal, the Units 1 and 2, which had commenced Commercial operation in November 2009 and October 2010 respectively on imported coal, temporarily suspended production w.e.f. 23rd April, 2011 and 21st April, 2011 respectively. Subsequently, after RERC declared the adhoc interim tariff, Units 1 and 2 re-started operations w.e.f 11th October, 2011 using Lignite as fuel.

RWPL achieved Plant Load Factor (PLF) of 77.72% based on operational period of the plant and has generated 1,641 million units (gross) during the year. Out of the gross generation, RWPL has sold 1,430 million units to Rajasthan Distribution Companies (Discoms) and generated revenues of Rs. 534.59 Crore and loss after tax of Rs. 26.78 Crore on standalone basis and revenues of Rs. 487.36 Crore and loss after tax of Rs. 70.38 Crore on consolidated basis during the FY 2011-2012.

RWPL has incurred Rs. 6,394.38 Crore for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2012. Your Company has invested Rs. 1,726.05 Crore in RWPL (including equity for BLMCL) till 31st March, 2012. Your Company has advanced Rs. 1,139.28 Crore as loan as at 31st March, 2012.

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

RWPL and BLMCL had filed a tariff petition with RERC and RERC has issued the order interalia determining the adhoc interim tariff for all the four units and lignite transfer price on ad-hoc basis for FY 2012-13.

b) JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of the Company, is engaged in power trading activities with a category "I" license, which is the highest Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India.

During FY 2011-2012, JSWPTC has procured power from the Company and its associates as well as other suppliers. The Company has achieved total trading volume of 8,247.30 MUs as against 6,227.10 MUs during the previous financial year thereby generated total sales turnover of Rs. 3,706.41Crore with Profit after Tax of Rs. 11.60 Crore. JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange (IEX) and Power Exchange of India Limited (PXIL).

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies in India. It has been one of the active members in various Power Committees for discussing and resolving issues with key regulatory authorities, both at the Central and State level (such as CEA, CERC, Ministry of Power, RLDC's, etc.) on behalf of the industry players. Also JSWPTC represents in the Central Advisory Committee of Honorable CERC.

c) Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL), where your company has shareholding of 74% and MSETCL has balance 26% equity for development of Transmission System as an integral part of Intra-state Transmission System aimed at evacuation of power generated from 1200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC).

JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult terrain.

The 400kV Double Circuit Quad Jaigad - New Koyna Transmission Line of about 55 route km was commissioned on 7th July, 2010 and the 400kV Double Circuit Quad Jaigad - Karad Transmission Line of about 110 route km was commissioned on 2nd December, 2011. With this the entire Transmission Project has become fully operational. The Transmission Project consisting of 400kV Double Circuit Quad Jaigad – New Koyna Transmission Line was completed in a record duration of less than 24 months against the Nation benchmark of 39 months and 400kV Double Circuit Quad Jaigad – Karad Transmission Line undertaken by JPTL was completed in less than 39 months against Nation benchmark of 40 months.

JPTL has incurred Rs. 546.13 Crore on the Project till 31st March, 2012. Your Company has invested Rs. 101.75 Crore as Equity contribution till 31st March, 2012. JPTL has generated revenues of Rs. 94.28 Crore and Profit after tax of Rs. 30.87 Crore during the FY 2011-2012.

The petition for Annual Revenue Requirement (ARR) for the FY 2010-2011 was approved by Hon'ble MERC on 25th May, 2011. However as MERC had already issued the tariff order for FY 2010-2011 for other transmission companies before approval of ARR of JPTL, the cashflows to JPTL will accrue in the Transmission tariff order for FY 2011-12. The petition for true up of ARR of FY 2010-2011 and petition for approval of ARR for FY 2011-2012 was filed with MERC.

This Transmission System is presently evacuating power from 1200 MW Ratnagiri Power Plant as well as transmitting intra-state power of State Utilities. JPTL has maintained the availability of Transmission System as high as 98.11% for the FY 2011-12.

d) JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of the Company, was incorporated on 31st August, 2009 for setting up 1320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required for the Project is approximately 795 acres and major acquisition process is completed. Environment clearance has been obtained from Ministry of Environment & Forest. The total Project Cost is estimated at Rs. 6,500 Crore and is proposed to be financed with a debt equity ratio of 75:25. Your Company has invested Rs. 93.20 Crore as Equity contribution till 31st March, 2012.

e) JSW Green Energy Limited (JSWGEL)

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

Your Company has invested Rs. 0.05 Crore as Equity contribution till 31st March, 2012 and has advanced Rs. 4.78 Crore as a loan as at 31st March, 2012.

OVERSEAS SUBSIDIARIES

f) PT Param Utama Jaya (PTPUJ)

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

g) JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream equity investment of Rs. 30.69 Crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced of Rs. 212.73 Crore as loan as on 31st March, 2012 for acquiring and developing Coal mining assets in South Africa.

Your Company has equity investment of Rs. 35.55 Crore in JEMML and advanced Rs. 202.68 Crore as loan as on 31st March, 2012.

h) JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 30.48 Crore in equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL) and advanced Rs. 212.76 Crore as loan as on 31st March, 2012.

i) JSW Energy Natural Resources South Africa (PTY) Limited (JSWNRSAL):

JSWNRSAL has invested an amount of Rs. 48.12 Crore in Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and has also given an advance of Rs. 6.66 Crore to RBC. Further JSWNRSAL has invested an amount of Rs. 31.52 Crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 128.78 Crore as loan to SACMH & its subsidiaries. JSWNRSAL has invested Rs. 10.47 Crore in Mainsail Trading 55 Proprietary Limited (Mainsail), an wholly owned subsidiary, as on 31st March, 2012.

j) JSW Energy Natural Resources (BVI) Limited (JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.53 Crore as equity in JENRBL, which has been entirely provided for during the year, as the acquisition of CIC Energy Corp did not materialise.

k) South African Coal Mining Holdings Limited (SACMH)

Your Company through JSWNRSAL had acquired 49.80% shareholding of Royal Bafokeng Capital (Proprietary) Limited (RBC), a majority shareholder of SACMH with 54.06% shareholding. JSWNRSAL has acquired an additional 34.79% stake in SACMH under the open offer for acquiring the shares of SACMH.

During the year, your Company through JSWNRSAL has acquired the balance 50.20% stake in RBC, upon exercise of the put option by Royal Bafokeng Ventures Proprietary Limited. It has also acquired through JSWNRSAL the entire share capital of Mainsail Trading 55 Proprietary Limited (Mainsail) upon exercise of the put option by RBH Resources Holdings Proprietary Limited, a subsidiary of Royal Bafokeng Holdings Limited.

Pursuant to the acquisition, the effective shareholding of your Company in SACMH as at 31st March, 2012 stands at 93.27%.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

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

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

9. NEW PROJECTS, INITIATIVES AND JOINT VENTURES240 MW Kutehr Hydro Project

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

Environment clearance to the project has been accorded by the Ministry of Environment and Forest (MoEF) on 5th July, 2011 after Forest Stage-I clearance for diversion of 61.4083 hectares of Forest Land for implementation of the project on 22nd June, 2011.

Under Section 4 of the Land Acquisition Act, 1894, HP Government has issued Notification on 16th June, 2011 for acquisition of private land required for the implementation of the project and the acquisition process is at an advanced stage.

Reputed construction entities, for the construction of the project have been shortlisted, through International Competitive Bidding (ICB).

The Project is progressing well and your Company has invested Rs. 138 Crore into the Project upto 31st March, 2012.

660 MW Power Plant at Vijayanagar

Your Company proposes to expand the capacity at Vijayanagar by setting up one unit of 660 MW based on super critical technology. Term of Reference (ToR) has been cleared by Expert Appraisal Committee of Ministry of Environment and Forest on 4th April, 2011 and soil investigation has been completed. Further steps have been initiated to obtain necessary consents to set up and operate the Power Plant. The project is now estimated to cost Rs. 3,300 Crore and proposed to be financed with a debt equity ratio of 75:25.

3200 MW Power Plant at Ratnagiri

Your Company is also considering the development of the 3200 (4X800) MW super-critical coal-based power plant at Ratnagiri, Maharashtra. The Environment Clearance for this project is pending on account of the review being undertaken by Western Ghat Expert Ecology Panel constituted by Ministry of Environment and Forests.

Your Company has acquired certain portion of the land and also proposes to acquire/lease further land for this project as may be required / necessary. The estimated project cost is approximately Rs. 15,000 Crore. Your Company has invested approximately Rs. 79 Crore on this project as on 31st March, 2012 primarily towards land acquisition.

1620 MW - Coal based Thermal Power Plant at Jharkhand

Your Company has plans to develop a 1620 MW Power Plant near Baranda, Jharkhand. The Company is still in the process of finalizing the location for the Power Plant and initiating steps to secure the fuel linkage for the proposed power project.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated with a shareholding of 75% by Toshiba Corporation Limited, Japan (Toshiba) and 25% by JSW Group to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba and Toshiba JSW for transferring supercritical turbine manufacturing technology.

Your Company has invested Rs. 64 Crore equivalent to 21.33% of the paid up equity in Toshiba JSW, the Joint Venture Company (JVC) to carry on the business of design, manufacture, marketing and maintenance services of mid to large sized Supercritical Steam Turbines and Generators with JSW Steel Limited holding 3.67% and Toshiba holding 75%. The JV with Toshiba would provide the Company with an advantage of being a preferred client for sourcing of power project equipment.

The construction activities of Turbine-Generator Manufacturing Facility have been completed and the Factory near Ennore Port, Chennai was inaugurated on 12th February, 2012 by the Hon'ble Chief Minister of Tamilnadu.

Toshiba JSW has already secured orders from National Thermal Power Corporation for Engineering, Manufacturing and Supply of 2x660 MW and 3x800 MW supercritical Turbine Generator sets. Trial production of different Turbine-Generator components and manufacturing of different types of Turbine Blades are under progress.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% equity of MJSJ, Odisha along with four other partners. The Government of India decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfields Limited, a public sector Company holds 60% of the equity. Land acquisition is under progress. Your Company has invested Rs. 7.71 Crore in MJSJ for 11% stake as on 31st March, 2012.

Power Exchange of India Limited (PXIL)

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

10. CREDIT RATING

CARE has reaffirmed 'CARE AA-' (Double AA minus) rating to the long-term bank facilities of your Company aggregating to Rs. 3,466.61 Crore. Non Convertible Debentures of your Company aggregating to Rs. 1,200 Crore and Rs. 2,400 Crore also are rated 'CARE AA-' (Double AA minus). The rating reaffirmed to the short-term bank facilities of your Company aggregating to Rs. 5,188.50 Crore is 'A1 ' (A One Plus).

11. FIXED DEPOSITS

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

12. AWARDS

During the year, your Company received the following awards:

1. The Ministry of Power, Government of India has conferred Bronze Shield for 2009-2010 and Silver Shield for 2010-2011 to our Toranagallu Thermal Power Stations (860 MW) in the category of "Performance of Thermal Power Stations" for meritorious performance in the Power Sector.

2. At the World HRD Congress - for HR Team of the year 2012, Global HR Excellence Award 2012 for Organization with Innovative HR Practices, for Institution Building, for HR Leadership, for Leader with HR Orientation and for Young HR Professional of the year.

3. 2nd Prize for Safe Power Boiler Award in SHE Confluence 2012 organized by Karnataka State Safety Institute.

13. BOARD OF DIRECTORS

1. Composition

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

2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company, Mr. P. Abraham and Mr. D. J. Balaji Rao, retire by rotation and being eligible, offer themselves for reappointment.

3. Changes in the Composition of Directors

- Mr. Lalit Kumar Gupta resigned as a Director and also ceased to be the Joint Managing Director & Chief Executive Officer of the Company with effect from the close of 30th November, 2011. The Board placed on record the valuable contributions made by Mr. Lalit Kumar Gupta during his tenure.

- Mr. R. R. Pillai was appointed as an Additional Director and Whole-time Director designated as Director (Technical & Projects) with effect from 30th April, 2012. The Company has received a notice in writing from a Member proposing the candidature of Mr. R. R. Pillai for the office of Director.

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

4. Board Meetings

The Board met four times during the year on 28th April, 2011, 21st July, 2011, 9th November, 2011 and 21st January, 2012.

14. CORPORATE GOVERNANCE

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

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

15. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

16. AUDITORS

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

In accordance with the Order dated 2nd May, 2011 issued by Ministry of Corporate Affairs (MCA) pursuant to Section 233B of the Companies Act, 1956, your Company is required to get its cost accounting records in respect of each of its financial year commencing from 1st April, 2011 audited by a Cost Auditor and had appointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2011-2012. The Cost Audit Report which is required to be filed within 180 days from the end of FY 2011-2012 is under preparation and will be filed within the prescribed time limit.

Subject to the approval of the Central Government, your Company has reappointed M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for FY 2012-2013.

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

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

A. ENERGY CONSERVATION

a) Measures taken for Conservation of Energy:

Vijayanagar

i) 3 Nos. 100 KVA & 1 No. 75 KVA lighting transformers winding was modified to reduce the secondary voltage from 255Volts to 208Volts.

ii) 4 Nos. Solar lights installed.

iii) 2 Nos. partially loaded lighting transformers switched off.

iv) Optimised ESP ash Compressor operation for energy conservation.

Ratnagiri

i) Optimised the Instrument air compressor operation for all units.

ii) Interconnection provided for LDO pumps and one pump kept in service.

iii) Equipment efficiencies evaluated and optimised

iv) Optimize the ESP ash conveying cycles to ensure dense phase operation.

v) Energy saver for lighting installed at different locations.

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

Ratnagiri

Installing mechanical seals for ACW water pumps to reduce friction loss & water leakage.

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

Vijayanagar

The energy conservation measures have reduced energy consumption by 57KW per hour.

Ratnagiri

The energy conservation measures have reduced energy consumption by 515KW.

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

e) Your Company is one of the best in the industry in terms of ash utilisation.

B. TECHNOLOGY ABSORPTION AND INNOVATION

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

b) The Company has carried out 29 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance.

c) The Company has carried out 43 numbers of logic/structural modifications in plants located at Jaigad, which has resulted in enhanced plant performance.

18. PARTICULARS OF EMPLOYEES

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

However, having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office / Corporate Office of the Company.

19. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai Sajjan Jindal

30th April, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report and the Audited accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rs. in crores)

Particulars Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Sales and Other Income 3,981.15 2,441.03 4,427.54 2,429.26

Profit before Interest, Depreciation 1,642.07 1,356.03 1,697.35 1,287.65 & Tax

Interest and Finance Charges 340.98 262.30 432.53 283.70

Depreciation 211.61 124.32 266.80 136.10

Profit before Tax 1089.48 969.41 998.02 867.85

Provision for Tax 203.87 122.74 156.27 122.36

Profit after Tax before Minority 885.61 846.67 841.75 745.49 interest

Share of Profit / (Loss) of Minority - - (0.07) -

Profit after Tax 885.61 846.67 841.82 745.49

Add: Profit brought forward from 1,204.43 1,228.02 869.39 742.82 previous year

Profit available for appropriation 2,090.04 2,074.69 1,711.21 1,488.31

Debenture Redemption Reserve 181.57 - 181.57 -

Dividend 164.01 123.00 164.01 123.00

Dividend Distribution Tax 26.61 20.43 26.61 20.43

Utilised for Issue of Bonus Shares - 726.83 - 726.83

Balance Carried to Balance Sheet 1,717.85 1,204.43 1,339.02 618.05

2. FINANCIAL PERFORMANCE

Standalone

- The total revenue of the Company for fiscal 2011 stood at Rs. 3,981.15 crores as against Rs. 2,441.03 crores for fiscal 2010 showing an increase of 63.09%.

- The EBIDTA increased by 21.09% from Rs. 1,356.03 crores in fiscal 2010 to Rs. 1,642.07 crores in fiscal 2011.

- Profit After Tax witnessed a growth of 4.60% from Rs. 846.67 crores in fiscal 2010 to Rs. 885.61 crores in fiscal 2011.

- The net worth of the Company increased to Rs. 6,025.39 crores at the end of fiscal 2011 from Rs. 5,366.62 crores at the end of fiscal 2010.

- The debt gearing of the Company was at 0.91 times as at the end of fiscal 2011 compared to 0.39 times at the end of fiscal 2010.

Consolidated

- The consolidated total revenue of the Company for the fiscal 2011 stood at Rs. 4,427.54 crores as against Rs. 2,429.26 crores for fiscal 2010 showing an increase of 82.26%

- The consolidated EBIDTA increased from Rs. 1,287.65 crores in fiscal 2010 to Rs. 1,697.35 crores in fiscal 2011 showing an increase of 31.82%.

- The consolidated Profit after tax has also increased from Rs. 745.49 crores in fiscal 2010 to Rs. 841.82 crores in fiscal 2011 showing an increase of 12.92%.

- The consolidated Net Worth of the Company has increased from Rs. 4,780.19 crores at the end of fiscal 2010 to Rs. 5,676.48 crores in fiscal 2011.

- The consolidated debt gearing of the Company is at 1.70 times as at end of fiscal 2011 compared to 1.65 times in fiscal 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS

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

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 1 per share (10%) on 164,00,54,795 Equity Shares of Face Value of Rs. 10 each for financial year 2010-11 (Rs. 0.75 per share (7.5%) in previous year), subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 190.62 crores.

6. AMALGAMATION

The Honble High Court of Bombay vide its Order dated 24th September, 2010 approved the Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited (JSWERL), the Companys wholly owned subsidiary, with the Company with effect from the appointed date viz. 1st April, 2010. The Scheme became effective on 2nd November, 2010. In accordance with the Scheme, the assets and liabilities of JSWERL were transferred to and vested with the Company with effect from the appointed date - 1st April, 2010.

7. SUBSIDIARIES

The details of the Subsidiary Companies are as follows:

a) Raj WestPower Limited (RWPL)

RWPL, a wholly owned subsidiary of the Company, is implementing the 8X135 MW Lignite based Thermal Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total estimated cost of Rs. 6,085 crores. During the year, RWPL commenced commercial operation of its Second Unit of 135 MW on 4th October, 2010, thereby increasing the installed capacity to 270 MW. RWPL has achieved Plant Load Factor (PLF) of 53.28% and has generated 938.45 million units (gross) during the year from this project. Out of the gross generation, RWPL has sold 794.95 million units to Rajasthan Distribution Companies (Discoms). The project is expected to be fully commissioned in fiscal 2012 in phases.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan on 29th May, 2006 for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant with associated facilities of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the Barmer District of Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated on 19th January, 2007 as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz. Kapurdi and Jalipa in the district of Barmer for supplying lignite to the mine-head located 1080 MW (8x135 MW) capacity Thermal Power Plant of RWPL. BLMCL will meet the entire fuel requirement of the Power Plant. BLMCL has acquired land and mine development activity has commenced at Kapurdi block while the land acquisition is being completed for Jalipa block. The transfer of mining lease of Kapurdi Mining Block in favour of BLMCL is under process. The lignite mining is expected to commence in fiscal 2012 for Kapurdi block and in fiscal 2013 for Jalipa block. Fuel Supply Agreement (FSA) has been entered between RWPL and BLMCL on 16th February, 2008 to provide lignite to RWPL by BLMCL for a period of 30 years. BLMCL has incurred a cost of Rs. 799.27 crores till 31st March, 2011. RWPL has invested equity of Rs. 9.80 crores besides providing subordinate unsecured debt of Rs. 311.10 crores.

RWPL also plans to expand capacity by setting up another 2X135 MW Power Plant at the same location for which necessary regulatory consents are awaited. The cost of this Project was estimated at Rs. 1,350 crores and was proposed to be fnanced with a Debt to Equity ratio of 75:25. RWPL has incurred a cost of Rs. 61.25 crores towards the expansion project and the entire amount has been fnanced out of the investment by your Company in RWPL.

RWPL has incurred Rs. 5,088.07 crores for the project (excluding investment in BLMCL & towards expansion project) as on 31st March, 2011. Your Company has invested Rs. 2,148.73 crores in RWPL (including equity for expansion project & BLMCL) till 31st March, 2011.

RWPL and BLMCL have fled petition with Rajasthan Electricity Regulatory Commission for grant of provisional tariff and transfer price of lignite respectively which will enable the units to operate on the pit-head based Power Plant.

b) JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of the Company, is engaged in power trading activities with a category "I" license, the highest Power Trading license issued by Central Electricity Regulatory Commission to trade in power in India.

During financial year 2010-11, JSWPTC has procured power from the Company and its associates as well as other suppliers. It has traded 6,227.10 MUs as against 3,774.94 MUs during the previous financial year and generated total sales turnover of Rs. 3,095 crores with Profit after Tax of Rs. 10.17 crores. JSWPTC is a member in both the Power Exchanges namely, IEX-India Energy Exchange and PXIL-Power Exchange of India Limited. With the already commissioned Terminals of these Power Exchanges, it has traded 381.28 MUs in financial year 2010-11.

JSWPTC has, through its efforts over a period of time, emerged as one of the leading Power Trading Companies and is today amongst the top six power trading Companies in India, by volume. It has been one of the active members of the prestigious Northern Regional Power Committee which is at the forefront of discussing and resolving issues with key regulatory authorities, both at the Central and State level (CEA, CERC, Ministry of Power, etc.) on behalf of the industry players.

c) Jaigad PowerTransco Limited (JPTL)

Your Company entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited [("MSETCL") (74% held by your Company and 26% held by MSETCL)] for development of Transmission System as part of Intra-state transmission system aimed at evacuation of power generated from the Ratnagiri region.

JPTL is one of the few private players to have entered into transmission system under the Public Private Partnership (PPP) model and your Company has demonstrated exceptional capabilities in terms of executing amidst diffcult and challenging environmental terrain.

The Transmission System is being developed by JPTL consisting of 400kV Double Circuit Quad Transmission Lines of about 55 km between Jaigad - New Koyna and of about 111 km between Jaigad to Karad and is being developed at a project cost of Rs. 576 crores. JPTL was granted Transmission License for 25 years from Maharashtra Electricity Regulatory Commission (MERC).

Jaigad-New Koyna transmission line achieved Commercial Operation Date (COD) on 7th July, 2010. This Transmission Line segment is presently evacuating the power generated from power station at Ratnagiri. The second segment of the Transmission Project, 400kV Double Circuit Quad Jaigad –

Karad Transmission Line is under advanced stage of construction and is expected to be ready in the frst quarter of financial year 2011-12.

JPTL has incurred Rs. 491 crores on the Project till 31st March, 2011. Your Company has invested Rs. 106.90 crores as Equity contribution (including share application money) till 31st March 2011.

d) JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of the Company, was incorporated on 31st August, 2009 for setting up a 1,320 MW power plant at Raigarh, Raipur District, Chhattisgarh based on coal. Total land required for the Project is approximately 795 acres and acquisition process is in progress. Public Hearing was successfully done on 7th August, 2010 and fnal clearance from Ministry of Environment and Forests is awaited. The total Project Cost is estimated at Rs. 6,500 crores and is proposed to be fnanced with a debt equity ratio of 75:25. Your Company has invested Rs. 54.04 crores as Equity contribution (including share application money) till 31st March, 2011.

e) JSW Energy (Bengal) Limited (JSWEBL)

JSWEBL was incorporated on 8th February, 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and your Company with 26% of share holding held by JSWBSL and 74% by your Company. JSWEBL proposes to set up a 300 MW power plant in the 1st phase and 1,320 MW captive power plant in the subsequent phases to meet the power requirement of JSWBSLs projects as a Captive Power Plant (CPP). A part of the surplus power is proposed to be sold to West Bengal State Electricity and Distribution Company Limited (WBSEDCL) for which JSWEBL has entered in to a Power Purchase Agreement with WBSEDCL on 29th December, 2010 subject to the approval of West Bengal Electricity Regulatory Commission and balance power is proposed to be sold on merchant basis.

JSWEBL has entered into long-term Coal Supply Agreement in March 2010 with West Bengal Mineral Development Corporation Limited (WBMDCL) for supply of coal from the Ichhapur coal block.

Your Company has invested Rs. 56.49 crores as Equity contribution (including share application money) till 31st March, 2011.

f) JSW Green Energy Limited (JSWGEL)

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

Your Company has invested Rs. 0.05 crores as Equity contribution till 31st March, 2011.

OVERSEAS SUBSIDIARIES

g) PT Param Utama Jaya (PTPUJ)

The Company had acquired controlling interest in financial year 2007 in PTPUJ, an Indonesian Company. The Company is actively evaluating the opportunities to acquire Coal mining assets in Indonesia besides rendering services.

h) JSW Energy Minerals Mauritius Limited (JSWEMML)

JSWEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of your Company for achieving the

objective of overseas acquisition of coal assets. It has made downstream equity investment of Rs. 26.79 Crores in JSW Energy Natural Resources Mauritius Limited (JSWENRML) and advance of Rs. 124 crores as loan as on 31st March, 2011 for acquiring and developing Coal mining assets in South Africa.

Your Company has made equity investment of Rs. 35.55 crores in JSWEMML and advance of Rs. 115.20 crores as loan as on 31st March, 2011.

i) JSW Energy Natural Resources Mauritius Limited (JSWENRML)

JSWENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JSWEMML for achieving the objective of overseas acquisition of coal assets. It has made downstream investment of Rs. 26.61 crores in equity of JSW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL) and advanced Rs. 124.08 crores as loan as on 31st March, 2011.

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

JSWENRML has acquired 100% shareholding of JSWENRSAL, a South African Company amounting to Rs. 26.61 crores. JSWENRSAL has invested an amount of Rs. 21.91 crores in Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and has given an advance of Rs. 10.45 crores to RBC. Further JSWENRSAL has invested an amount of Rs. 26.99 crores in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 45.73 crores as loan as on 31st March, 2011 and balance amount advanced to SACM Breyton (PTY) Limited, subsidiary of SACMH.

k) JSW Energy Natural Resources (BVI) Limited (JSWENRBL)

JSWENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

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

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any member/investor at the Companys Registered Offce and at the Corporate Offce and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same.

9. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

Kuther Hydro Project

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

Central Electricity Authority (CEA) has granted consent for the project on 31st August, 2010 and has approved the estimated project cost at Rs. 1,798.13 crores. The Company intends to fnance the Project with a Debt Equity ratio of 75:25.

In terms of IA, the Company will be required to sell certain quantum of power to the Government of Himachal Pradesh with the balance power being available for sale by way of short-term power purchase agreements through JSWPTC.

The Project is progressing well and your Company has invested Rs. 119.42 crores into the Project upto 31st March, 2011.

660 MW Power Plant at Vijayanagar

Your Company proposes to expand the capacity at Vijayanagar by setting up one unit of 660MW based on super critical technology. Steps have been initiated to obtain necessary consents to set up and operate the Power Plant. Total project cost is estimated at Rs. 3,630 crores and is proposed to be fnanced with a debt equity ratio of 75:25.

3200 MW Power Plant at Ratnagiri

Your Company is also considering the development of the 4 X 800 (3200) MW super-critical coal-based power plant at Ratnagiri, Maharashtra. The Environment Clearance for this project is pending on account of the review being undertaken by Western Ghat Expert Ecology Panel constituted by Ministry of Environment and Forests.

Your Company has acquired certain portion of the land and also proposes to acquire/lease further land for this project as may be required / necessary. The estimated project cost is approximately Rs. 15,000 crores. Your Company has invested Rs. 61 crores on this project as on 31st March, 2011.

1620 MW - Coal based Thermal Power Plant at Jharkhand

Your Company has plans to develop a 1,620 MW Power Plant near Baranda, Jharkhand. The Company is still in the process of fnalizing the location for the Power Plant and initiating steps to secure the fuel linkage for the proposed power project.

Toshiba JSW Turbine & Generator Private Limited (Toshiba JSW)

Toshiba JSW has been incorporated with a shareholding of 75% by Toshiba Corporation Limited, Japan, 20% by your Company and 5% by JSW Steel Limited to design, manufacture, marketing and maintenance services of large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW. Technology transfer agreement was signed between Toshiba Corporation, Japan and Toshiba JSW for transferring supercritical turbine manufacturing technology.

The land development, civil work, engineering and procurement of equipment have been completed and Toshiba JSW has achieved 86 % progress on construction of manufacturing facility on land leased from Government of Tamil Nadu near Ennore Port, Chennai. The Blade shop is ready and trial manufacturing of blades have commenced. The manufacturing of complete Steam Turbine Generator is expected to commence from July

2012. The JV with Toshiba is expected to provide the Company with advantage while enhancing its generation capacity in terms of being its preferred client.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Orissa, your Company has participated in the 11% equity of MJSJ, Orissa along with four other partners. The Government of India has decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfelds Limited, a Public sector Company holds 60% of the equity. Land acquisition is currently under progress. Your Company has invested Rs. 4.41 crores in MJSJ for 11% stake as on 31st March, 2011.

Power Exchange of India Limited (PXIL)

Your Company has acquired 3.64% stake by investing Rs. 1.25 crores in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited.

CIC Energy Corp (CIC)

Your Company has entered into a binding Agreement with CIC, a Company incorporated in the British Virgin Islands and listed on the Toronto and Botswana Stock Exchanges and having Coal reserves of 2.7 billion tons in Botswana, to acquire all of the shares of CIC at a price of CAD 7.42 per share, amounting to a total consideration of approximately CAD 422 million. The acquisition is to be effected by a subsidiary of the Company which is subject to regulatory approvals and completion of confrmatory due diligence while CIC has to comply with certain conditions precedent to the offer.

Acquisition of South African Coal Mining Holdings Limited (SACMH)

Your Company through JSWENRSAL has acquired 49.80% shareholding of Royal Bafokeng Capital (Proprietary) Limited (RBC), a majority shareholder of SACMH with 58.47% shareholding.

JSWENRSAL has acquired an additional 30.37% stake in SACMH under the open offer for acquiring the shares of SACMH. Thus, your Company now has an aggregate holding of 59.49% in SACMH as on 31st March, 2011.

10. CREDIT RATING

CARE has assigned CARE AA- (Double AA minus) rating to the long-term bank facilities of your Company, aggregating to Rs. 1,386.01 crores. Non Convertible Debentures of your Company aggregating to Rs. 1,200 crores and Rs. 2,400 crores also have rating CARE AA- (Double AA minus). The rating assigned to the short- term bank facilities of your Company, aggregating to Rs. 1,151 crores is PR 1+ (PR One Plus). The rating assigned to the Non Convertible Debentures of your Company aggregating to Rs. 100 crores is PR 1+ (PR One Plus).

11. FIXED DEPOSITS

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

12. AWARDS

Your Company was awarded the NDTV Profit Business Leadership Awards 2010 under the Power Industry vertical.

13. BOARD OF DIRECTORS

1. Composition

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

2. Retirement by Rotation

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

3. Changes in the Composition of Directors

- Mr. Lalit Kumar Gupta was appointed as an Additional Director and as a Whole-time Director designated as Joint Managing Director & Chief Executive Offcer w.e.f. 1st June, 2010.

- With effect from 1st June, 2010, Mr. S.S. Rao ceased to be Joint Managing Director and Chief Executive Offcer but continues as a Whole-time Director. Your Company has appointed Mr. S. S. Rao afresh as Whole-time Director w.e.f 1st July, 2010 for a period of 5 years.

- Mr. J.K. Tandon resigned as Director with effect from 1st June, 2010. The Board placed on record its appreciation for the valuable contribution made by Mr. J.K. Tandon during his tenure with the Company.

4. Board Meetings

The Board met ten times during the year.

14. CORPORATE GOVERNANCE

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

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

15. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

16. AUDITORS

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

17. ENERGY CONSERVATION

a) Measures taken for conservation of energy:

i) Optimised the Instrument air compressor operation for all units.

ii) Stopped ash water booster pump, Chlorination booster pump and side stream filter back wash pump by providing bypass.

iii) ACW pump casing grid blasting and glide coating done.

iv) Optimize the ESP ash conveying cycles to ensure dense phase operation.

v) Energy saver for lighting installed at different locations.

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

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

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: The energy conservation measures have reduced energy consumption by 468KWh.

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

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

18. TECHNOLOGY ABSORPTION AND INNOVATION

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

b) The Company has carried out 41 numbers of logic/structural modifications in plants located at Toranagallu, which has resulted in enhanced plant performance and has achieved remarkable PLF of 95.93%.

20. PARTICULARS OF EMPLOYEES

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

However, having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offce / Corporate Offce of the Company.

21. SEARCH AND SEIZURE OPERATIONS BY INCOME-TAX AUTHORITIES

The Income-Tax Authorities carried out a search and seizure operations at certain locations of the Company and some of its Subsidiary Companies in March 2011. The Company co-operated with the authorities and various statements were recorded during the course of these operations. The Company informed the stock exchanges about the search and seizure operations by the Income-Tax Authorities.

The Company has not received any communication from the Income-Tax Authorities till date regarding documents seized during the search proceedings having any potential financial or tax implications on the Company. No notice has been received from the Income-Tax authorities till date. The Income-Tax Authorities are yet to conclude the search and seizure proceedings on the Company.

22. GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP)

Persons constituting "group" as defned under the MRTP for the purpose of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time, include, those given in Annexure B which is attached herewith and forms part of this Annual Report.

23. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 28th April, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report and the Audited accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL RESULTS

The performance of the Company for the fi nancial year ended 31st March 2010 is summarised below:

(Rs. in crores)

Standalone Consolidated

Particulars 2009-10 2008-09 2009-10 2008-09

Sales and Other Income 2,441.03 1,593.98 2,429.26 1,852.16

Profit before Depreciation 1,093.73 726.81 1,003.95 428.05 & Tax

Depreciation 124.32 59.63 136.10 60.21

Profi t before Tax 969.41 667.18 867.85 367.84

Provision for Tax 122.74 89.10 122.36 91.15

Profi t after Tax 846.67 578.08 745.49 276.69

Add: Profit brought forward 1,228.02 649.94 742.82 466.13 from previous year

Profit available for 2,074.69 1,228.02 1,488.31 742.82 appropriation

Dividend 123.00 - 123.00 -

Dividend Distribution Tax 20.43 - 20.43 -

Balance Carried to Balance 1,931.26 1,228.02 1,344.88 742.82 Sheet

2. RESULTS OF OPERATIONS

Standalone

During the year, the Company commenced commercial operations of the 1st unit of 300MW on 1st July 2009 and the 2nd unit of 300MW on 1st September 2009 at Vijayanagar, apart from operating the existing 260 MW units, thus taking the installed capacity of the Company to 860 MW at Vijayanagar.

The Company has achieved Plant Load Factor (PLF) of 100.03% as against 97.88 % in the previous year for its 260MW power plants and 89.97% for its 600MW power plants commissioned during the year resulting in aggregate generation of 5,426 million units as against 2,229 million units in the previous year.

The average sales realisation from sale of power during the year declined to Rs. 4.44 per unit compared to Rs.6.00 per unit during the previous year. The decrease is primarily due to lower tariff realisation on sale of merchant power.

Besides the revenue from sale of Power, the Company has received the Project Management revenue of Rs.120.83 crores for power plants being set-up by JSW Energy (Ratnagiri) Limited (JSWERL) and Raj WestPower Limited (RWPL).

The income from operations during the year was Rs. 2,372.87 crores, which is an increase of 49.14 % over Rs. 1,591.04 crores achieved in the previous year.

The Company has achieved a net profi t of Rs. 846.67 crores for the year ended 31st March 2010 as compared to Rs. 578.08 crores in the previous year.

Consolidated

The consolidated total revenues of the Company for fi scal 2010 stood at Rs. 2,429.26 crores as against Rs. 1,852.16 crores for fiscal 2009 showing an increase of 31.16%. The consolidated EBIDTA increased from Rs. 548.99 crores in fiscal 2009 to Rs. 1,293.09 crores in fi scal 2010 showing an increase of 135.54%.

The Profi t after Tax also witnessed a quantum growth of 169.43% from Rs. 276.69 crores in fi scal 2009 to Rs. 745.49 crores in fi scal 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Standalone and Consolidated Financial Statements of the Company which form part of the annual report have been prepared in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 0.75 per share (7.5%) on the 164,00,54,795 Equity Shares of Rs.10 each for fi nancial year 2009-10, subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Corporate Tax on dividend, the total outfl ow on account of Equity dividend will be Rs. 143.43 crores.

5. CHANGES IN THE CAPITAL STRUCTURE

5.1 Increase in Authorised Capital

During the year, the Authorised Capital of Company was increased from Rs.1,501 crores to Rs.5,000 crores divided into 500,00,00,000 Equity Shares of Rs.10 each .

5.2 Bonus Issue

The Company had, on 28th July 2009, allotted 81,98,56,914 Equity Shares towards Bonus issue in the ratio of 3 fully paid up Equity Shares of Rs.10 each for every 2 fully paid up Equity Shares held in the Company as on the record date fi xed for the purpose. Consequently, the paid-up capital of Company increased from Rs.546.57 crores to Rs.1,366.42 crores.

5.3 Pre IPO Placement

The Company had on 16th November 2009 allotted 63,00,000 Equity Shares of Rs.10 each at a premium of Rs.90 per Share to the Trustees of JSW Group Welfare Trust. The benefi ciaries of the said Trust are the employees of the Companies constituting the JSW Group and business associates of the JSW Group as may be determined by the Trustees from time to time. Thus, the paid-up capital of the Company increased to Rs.1,372.72 crores.

5.4 Initial Public Offering (IPO)

The Company, with a view to raising funds interalia for fi nancing construction and development of Identifi ed projects, came out with an Initial Public Offering of Equity Shares aggregating Rs.2,700 crores. The said issue, which was made after receiving clearance from the Securities and Exchange Board of India and from the Registrar of Companies, Mumbai, opened on 7th December 2009 and closed on 9th December 2009. The issue was oversubscribed by about 1.56 times. The allotment under the IPO was made as under:

Price at which No. of Shares Category of Investors allotted (incl. of Rs.10 each Premium) (Rs.)

Anchor 4,22,60,820 110

Other Qualifi ed 19,26,18,684 100 Institutional Bidders(QIB)

Retail 3,10,53,720 95

Non Institutional 13,93,380 100

Total 26,73,26,604 -

Consequent to the allotment of 26,73,26,604 Shares in the IPO as above, the paid-up capital of the Company has increased to Rs.1,640.05 crores divided into 164,00,54,795 Equity Shares of Rs.10 each. Post allotment, the Company had approximately 89,000 Shareholders.

The Equity shares, offered through this IPO, are listed at the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and are traded from January 4, 2010.

6. USAGE OF IPO PROCEEDS

Out of the total IPO proceeds of Rs.2,700 crores, an amount of Rs.1,431.79 crores was utilised as at 31st March 2010 as shown below:

Amount in Rs. crores

To be Utilisation Financed Particulars upto 31st through Issue March 2010 Proceeds

Identifi ed project as per Object of the Issue

JSW Energy (Ratnagiri) Ltd 418.93 412.50

Raj WestPower Ltd.(Phase-I) 287.66 287.50

Raj WestPower Ltd.(Phase-II) 275.74 -

Kutehr Hydro Electrical Project 822.84 1.24

Jaigad PowerTransco Ltd. 49.60 -

Barmer Lignite Mining Company Ltd. 287.76 223.00

Repayment of Corporate Debt 470.00 470.00

Share Issue Expenses 75.98 37.55

General Corporate Purpose 11.49 -

Total amount Utilised as per the Object of the Issue 1,431.79

Break up of unutilised amount

Investment in Mutual Fund - 738.00

Bank Fixed Deposit - 469.00

Utilisation for reduction of overdraft - 57.00

Bank Balance - 4.21

Total Temporary Investments - 1,268.21

2,700.00 2,700.00

7. SUBSIDIARIES

The details of the subsidiary Companies are as follows:

Indian Subsidiaries

7.1 JSW Energy (Ratnagiri) Limited (JSWERL)

JSWERL, a Wholly Owned Subsidiary Company is implementing 4X300 MW imported coal based Power Plant at Jaigad District in Ratnagiri, Maharashtra at a total cost of Rs.4,500 crores. JSWERL had achieved fi nancial closure for the project. JSWERL has incurred Rs.4,021 crores for the project as on 31st March 2010. Your Company has invested Rs.1,119 crores till 31st March 2010 towards Equity investment. The commissioning activity for the fi rst unit of 300 MW is underway pursuant to charging of the power evacuation line connecting Jaigad to New Koyna. All the other 3 units are expected to be commissioned in the gap of one to three months of each other with the entire plant to be fully commissioned in fi scal 2011.

7.2 Raj WestPower Limited (RWPL)

RWPL, another Wholly Owned Subsidiary Company is implementing 1080 MW (8X135 MW each) lignite based Power Plant in Village Bhadresh, Barmer District, Rajasthan at a total cost of Rs.5,000 crores. Financial closure for the project has been achieved. The 1st unit of 135 MW commenced Commercial operation in November 2009. The Company has achieved Plant Load Factor (PLF) of 45.87 % and achieved gross generation of 185.86 million units during the year. The entire Project is expected to be commissioned by fi scal 2011. RWPL has incurred cost of Rs.4,933 crores for the project as on 31st March 2010. Your Company has invested Rs.1,626 crores (including for Expansion & Mining Project) as Equity contribution till 31st March 2010.

A Fuel Supply Agreement has been entered into with Barmer Lignite Mining Company Limited (BLMCL), the Joint Venture Company formed with Rajasthan State Mines and Minerals Limited, for supply of lignite for 30 years. BLMCL has completed the land acquisition process for the Kapurdi mine and the same is in progress for the Jalipa mine. BLMCL has appointed South West Mining Limited as the Mining Development Operator for lignite extraction from the Kapurdi and Jalipa mines. In the interim period, RWPL has primarily been using imported coal to operate its fi rst unit which achieved commercial operations in November 2009. The Ministry of Coal has sanctioned tapering coal linkage for 50% of coal requirements and the balance requirements will be met either through imported coal or through lignite mines for period of 2 years.

RWPL also has plans to expand capacity by 270MW by setting up 2 units of 135 MW each at the same location for which necessary regulatory consents are awaited. The cost of this Project is estimated at Rs.1,350 crores.

7.3 JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a Wholly Owned Subsidiary Company, is engaged in power trading activities and has a “I” category license, the highest Power Trading license category to trade in power in India.

During FY 2009-10, JSWPTC has procured power from the Company and its associates. It has, during the year, traded 3,774.94 MUs against 2,052.75 MUs during the previous year, and made total sales turnover of Rs.1,852 crores with a Profi t After Tax of Rs.2.65 crores.

JSWPTC is one of the top fi ve power trading companies in India, by volume and has continuously stepped upwards to position itself amongst top Power Trading Companies during the year ended 31st March 2010. During the F.Y. 2009-10, the JSWPTC was also nominated as power trading member of Northern Regional Power Committee.

During the year, your Company had subscribed to 70,00,000, 10% Non-Cumulative Redeemable Preference shares of Rs.10 each aggregating to Rs.7 crores issued by JSWPTC.

7.4 Jaigad PowerTransco Limited (JPTL)

Your Company had entered into Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL) for transmission system / network. JPTL is 74:26 Joint Venture between the Company and MSETCL.

JPTL is implementing two transmission lines from Jaigad to New Koyna and Jaigad to Karad for evacuation of power from JSWERL’s 1200MW power plant at Jaigad at a total project cost of Rs.580 crores. JPTL has been granted Transmission License from Maharashtra Electricity Regulatory Commission (MERC). Financial closure for the Project has been achieved.

Jaigad – New Koyna transmission line was charged successfully during April 2010 from the New Koyna end and the transmission line is transmitting the startup power required for commissioning activities of 1st unit of 300MW of 1200MW JSWERL Power Project through Phase I since April 2010 onwards.

JPTL has incurred Rs.401.04 crores on the Project till 31st March 2010. Your Company has invested Rs.43.31 crores as Equity contribution till 31st March 2010.

7.5 JSW Energy (R aigarh) Limited (JERL)

JSW Energy (Raigarh) Limited was incorporated on 31st August 2009 for setting up a 1320 MW power plant at Raigarh, Raipur District, Chattisgarh, based on domestic coal. The total Project Cost is estimated at Rs.6,500 crores and is proposed to be fi nanced with a debt equity ratio of approximately 75:25. Land acquisition for the project is in progress. Your Company has invested Rs.19.49 crores as Equity contribution till 31st March 2010.

7.6 JSW Energy (Bengal) Limited (JSWEBL)

JSW Energy (Bengal) Limited was incorporated on 8th February 2010 as a SPV between JSW Bengal Steel Limited (JSWBSL) and Company. The power plant will be set up at Salboni where an integrated steel plant is being set up by JSWBSL.

JSWBSL has 26% shareholding in JSWEBL entitling them to 51% of the power to be generated by JSWEBL as a captive consumer, with the remaining 74% shares being held by the Company. The power plant is proposed to be set up as 2 units of 800 MWs each with an investment of about Rs.7,680 crores for the Power Plant and about Rs. 2,000 crores for mines. The total investment is expected to be about Rs.9,680 crores.

The Project Cost is proposed to be funded on a debt equity ratio of 3:1. The total Equity and debt is expected to be Rs.2,420 crores and Rs.7,260 crores respectively. The expected date for completion is 31st March 2014 for the fi rst unit and 30th September 2014 for the second unit.

To the extent of 51% of power generated, the SPV will sell power to JSWBSL and West Bengal State Electricity Distribution Company Limited. Balance 49% is proposed to be sold on merchant basis.

JSWEBL has entered into sole and exclusive long term Coal Supply Agreement with West Bengal Mineral Development Corporation Limited (WBMDTC) on 31st March 2010 for supply of thermal coal from Ichhapur mine to its proposed power plant.

Overseas Subsidiaries

7.7 PT Param Utama Jaya (PTPU)

The Company had acquired controlling interest in FY 2007 in PT Param Utama Jaya (PTPU), an Indonesian Company. PTPU is allowed to carry on the business related to consultancy related services. It has earned revenues of Rs.2.25 crores in fi scal 2010 and made a net loss of Rs.0.06 crores.

7.8 JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April 2010 in Mauritius as Wholly Owned Subsidiary of your company for achieving the objective of overseas acquisition of coal assets.

7.9 JSW Energy Natural Resources Mauritius Limited (JENRML)

JENRML was also incorporated on 19th April 2010 in Mauritius as a Wholly Owned Subsidiary of JEMML for facilitating the objective of overseas acquisition of coal assets

7.10 JSW Energy Natural Resources South Africa (JENRSA)

JENRML had acquired the entire shareholding of Chlorospan (Pty) Limited, a South African Company in April 2010 which has become subsidiary to JENRML. The name of the Company has been subsequently changed to JSW Energy Natural Resources South Africa (JENRSA).

JENRSA has acquired 49.80% stake in Royal Bafokeng Capital (Proprietary) Limited (RBC) from Strider Holding (Proprietary) Limited and has option to acquire balance 50.20% stake from Royal Bafokeng Ventures Proprietary Limited. In addition, JENRSA has option to acquire entire 100% stake from RBH Resources (Proprietary) Limited in Mainsail Trading 55 (Proprietary) Limited (Mainsail). RBC and Mainsail together hold majority stake in South African Coal Mining Holdings Limited which has certain coal concessions in South Africa.

8. EXEMPTION U/S 212 FOR SUBSIDIARIES

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors’ Report, Balance Sheet, and Profi t and Loss account of our subsidiaries. The Company had applied to the Central Government of India for an exemption from such attachment as the Company presents the audited consolidated fi nancial statements in the Annual Report. The Central Government has granted the Company exemption from complying with Section 212 of the Companies Act, 1956. Accordingly, this Annual Report does not contain the fi nancial statements of these subsidiaries. A gist of the fi nancial performance of the subsidiary Companies is contained in the report. The Annual Accounts of the subsidiary Companies are open for inspection by any member / investor at the Company’s Registered Offi ce and the Corporate Offi ce and also at Registered offi ce of the subsidiary Companies concerned. The Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its subsidiary Companies who may be interested in obtaining the same. The Company shall furnish to any shareholder on demand the hard copy of details of accounts of subsidiaries.

9. NEW PROJECTS, INITIATIVES & JOINT VENTURES

9.1 Kuther Hydro Project

Your Company is implementing a 240MW (3X80 MW), run of the river Hydro Electric Project on the upper reaches of river Ravi in the district of Chamba, Himachal Pradesh. A Pre-Implementation Agreement is signed with Himachal Pradesh Government subsequent to part payment of upfront premium of about Rs.68 crores as required in terms of the award.

Detailed Project report has been prepared. Requisite approval from Central Electricity Authority is awaited. The project is scheduled to be commissioned by December 2015. Majority of the power produced is intended for sale on short term basis (after providing the free power to Government of Himachal Pradesh in accordance with the terms of the award). The project cost is estimated at Rs.1,915.20 crores. The Company intends to fi nance the Project cost by way of Equity contribution of Rs.835.20 crores with balance by way of debt of Rs.1,080 crores.

9.2 Toshiba JSW Turbine & Generator Pvt. Ltd. (Toshiba JSW)

Toshiba JSW Turbine & Generator Pvt. Ltd. has been incorporated as Joint Venture Company with a shareholding of 75% by Toshiba Corporation Ltd., Japan, 20% by the Company and 5% by JSW Steel Ltd. to design, manufacture, marketing and maintenance services of mid to large sized Supercritical Steam Turbines & Generators of size 500 MW to 1000 MW.

Land lease agreement has been signed with Government of Tamilnadu for leasing 89 acres land for setting up of manufacturing facility of JV Company near Ennore port, Chennai. Technology transfer agreement has been signed between Toshiba Corporation, Japan and Toshiba JSW Turbine & Generator Pvt. Ltd. for transferring supercritical turbine manufacturing technology. The land development, civil work, engineering and procurement of equipment have commenced. The phased manufacturing of different components of Steam Turbine Generator is expected to commence from early 2011 and entire facility is expected to be fully commissioned by 2014.

The JV with Toshiba is expected to provide advantage in sourcing critical equipments for enhancing the generation capacity besides acting as a catalyst in boosting the power plant equipments manufacturing capacity in the country. Your Company has invested Rs.44 crores towards Equity as at 31st March 2010.

9.3 MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Orissa, your Company agreed to participate in the 11% Equity of newly formed MJSJ Coal Limited, Orissa along with four other partners. The Government of India has decided to allot 1,522 acres of Gopal Prasad west area to MJSJ. Mahanadi Coalfi elds Ltd., a Public Sector Company holds 60% of the Equity. Land acquisition is under progress. Your Company has invested Rs.4.41 crores in MJSJ as on 31st March 2010.

9.4 Power Exchange of India Limited (PXIL)

Your Company has acquired 3.64% stake by investing Rs.1.25 crores in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited. This investment is aimed at nurturing a dynamic and matured power exchange platform for effi cient utilization of scarce power resource.

9.5 Acquisition of South African Coal Mining Holding Limited (SACMH)

RBC & Mainsail collectively hold majority shareholding in South African Coal Mining Holdings Ltd. (SACMH). The acquisition of RBC & Mainsail is expected to enhance the fuel security for the Company with the commissioning of imported coal based power plants.

10. CREDIT RATING

The rating to the long-term bank facilities of your company, aggregating Rs.3,134.66 crores has been upgraded and assigned ‘CARE A+’ (Single A Plus). This rating is applicable to facilities having tenure of more than one year. Facilities with this rating are considered to offer adequate safety for timely servicing debt obligations and such facilities carry low credit risk.

The rating to the short-term bank facilities of your company, aggregating Rs.1,051.00 crores has been upgraded and assigned ‘PR 1+’ (PR One Plus). This rating is applicable to facilities having a tenure upto one year. Facilities with this rating indicate strong capacity for timely payment of short-term debt obligations and carry lowest credit risk.

11. FIXED DEPOSITS

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

12. MEMORANDUM OF UNDERSTANDING (MOU)

Your Company has, from time to time, signed MOUs with State Governments as follows:

MOU Date State Govt. Purpose Location of

12th January Gujarat Establishing 2400 Gujarat 2007 & 2009 MW Power Plant

17th March Madhya Establishing 1320 Madhya 2008 Pradesh MW Power Plant. Pradesh

1st February Chattisgarh Establishing 1100 Chattisgarh 2008 MW Power Project

22nd October, Jharkhand Establishing 2000 Jharkhand 2007 MW Power Project

13. AWARDS / RECOGNITION

a) Your company secured National Award to Power Utilities for Meritorious Performance 2008-09 by Ministry of Power, Government of India for Third consecutive year.

b) Your company also secured fi rst prize in State level for “Safety and health innovation project 2009” constituted by Karnataka Safety Council, a chapter of National Safety Council, Mumbai.

14. BOARD OF DIRECTORS

14.1. Composition

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

14.2. Retirement by Rotation

In accordance with the requirements of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company,

Mr. P.Abraham and Mr. D.J. Balaji Rao, retire by rotation and being eligible, offer themselves for re-appointment.

14.3. Changes in the Composition of Directors

Mr. Prashant R. Deshpande resigned as Director with effect from 5th May 2009. Mr. Shailesh Shah resigned as Director with effect from 21st January 2010. Mr. J. K. Tandon resigns as Director with effect from 1st June 2010. The Board places on record the valuable contributions made by all of them.

Mr. Nirmal Kumar Jain was appointed as an Additional Director and Whole-time Director and designated as ‘Vice-Chairman’ with effect from 21st January 2010. The Company has received notice in writing from a member proposing the candidature of Mr.Nirmal Kumar Jain for the offi ce of Director.

With effect from 1st June 2010, Mr. S.S. Rao ceases to be Joint Managing Director and Chief Executive Offi cer but will continue as Whole-time Director. Your Company has appointed Mr. Rao afresh as Whole-time Director w.e.f 1st July 2010 for a period of 5 years.

Mr. Lalit Kumar Gupta was appointed as an Additional Director and as Whole-time Director designated as Joint Managing Director & Chief Executive Offi cer w.e.f. 1st June 2010. The Company has received notice in writing from a member proposing the candidature of Mr.Lalit Kumar Gupta for the offi ce of Director.

15. CORPORATE GOVERNANCE

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

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

16. 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 had been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for the year under review;

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

4. that the Directors had prepared the annual accounts for the year under review, on a ‘going concern’ basis.

17. AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

18. ENERGY CONSERVATION AND ENVIRONMENT PROTECTION

Your company was able to achieve heat rate of 2319Kcal/kwh for FY 09-10 against 2321Kcal/kwh in FY 08-09 for 2X130MW units

(SBU-I) at Vijayanagar. The 2X300MW units (SBU-II) at Vijayanagar have achieved commendable heat rate of 2235Kcal/Kwh in fi rst year of operation itself. The plant has carried out 70 and 78 Nos of Logic / Structural modifi cations in SBU-I and SBU-II respectively, which has resulted in enhanced plant performance and achieved remarkable PLF of 100.03% at SBU-I and 89.97% at SBU-II.

19. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

b) Your Company has achieved lesser on burnt carbon in bottom ash at SBU-I with in house devised optimization of controls.

c) Your Company has completed upgrading of Cooling tower gear boxes with better factor of safety to ensure enhanced availability of equipment at SBU-I.

d) Your company has developed expertise in maintenance techniques for online changing of IPCV actuator seals without taking unit shutdown at SBU-I

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

FY 2009-10 FY 2008-09 Rs. in crores Rs. in crores

Import of Coal 489.20 13.35

Traveling Expenses 0.27 0.24

Legal & Professional - 27.32

Plant & Machinery & Spares 0.34 960.58

Interest & Finance charges 1.98 -

Total 491.79 1001.49

21. PARTICULARS OF EMPLOYEES

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

22. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 27th May 2010 Chairman & Managing Director


Mar 31, 2009

The Directors take pleasure in presenting the 15th Annual Report and the audited accounts of the Company for the year ended 31st March 2009.

FINANCIAL RESULTS

The performance of the Company for the fnancial year ended 31st March 2009 is summarised below:

(Rs. in crores)

Particulars 2008-09 2007-08

Sales and Other Income 1,593.98 1,604.71

Proft before Depreciation 726.81 1,049.85

& Tax

Depreciation 59.63 58.56

Proft before Tax 667.18 991.29

Provision for Tax 89.10 135.32

Proft after Tax 578.08 855.97

Add: Proft brought forward 649.94 449.88 from previous year

Proft available for 1,228.02 1,305.85 appropriation

Dividend - 102.95

Dividend Distribution Tax - 17.50

Transfer to General Reserve - 85.60

Balance Carried to Balance 1,228.02 1,099.80

Sheet

RESULTS OF OPERATIONS

The Company has achieved Plant Load Factor (PLF) of 97.88% as against 97.67% in the previous year and has generated 2,229 million units as against 2,231 million units in the previous year. Out of the net generation, the Company sold 1,259 million units to JSW Power Trading Co. Ltd. (JSWPTC), 215 million units to JSW Steel Limited and 582 million units to Jindal Praxair Oxygen Company Private Limited. JSWPTC has sold the power mainly to State of Karnataka.

The average sales realisation from sale of power during the year improved to Rs.6.00 per unit compared to Rs.4.48 per unit during the previous year. The increase is primarily due to improved realisation on sale of power through JSWPTC.

Besides the revenue from sale of Power, the Company has received the Project Management revenue of Rs.339.50 crores for power plants being set-up by JSW Energy (Ratnagiri) Limited (JSWERL) and Raj WestPower Limited (RWPL).

The income from operations during the year was Rs.1,591.04 crores, which is an increase of 1.09 % over Rs.1,573.95 crores (including income from sale of CER-Rs.327 crores) achieved in the previous year.

The Company has achieved a net proft of Rs.578.08 crores as compared to Rs. 855.97 crores (which include proft from sale of CER) in the previous year.

Consolidated Financial Statements

The Audited Standalone and Consolidated Financial Statements of the Company which form part of the annual report have been prepared in accordance with the provisions of the Companies Act, 1956, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and the Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures.

DIVIDEND

To conserve the resources of the Company for fnancing the Projects undertaken by the Company, it is not proposed to declare any dividend for the year.

SCHEME OF AMALGAMATION AND CHANGES IN THE CAPITAL STRUCTURE

During the year, Hon’ble High Court of Judicature of Bombay vide order dated 10th October 2008 had sanctioned the Scheme of Amalgamation of JSW PowerTransco Limited (JSWPTL) and JSW Energy (Vijayanagar) Limited (JSWEVL) with the Company. The Scheme became effective on 11th December 2008, the Appointed Date of Scheme being 1st April 2008. Accordingly, JSWPTL and JSWEVL are merged with the Company and in terms of the scheme, the business along with all assets and liabilities of erstwhile JSWEVL and erstwhile JSWPTL stood transferred and vested with the Company as on the Appointed Date viz. 1st April 2008 and the Authorised Capital of Company has increased from Rs.1000 crores to Rs.1501 crores. The Company has on 17th December 2008, allotted 31,816,044 Equity Shares to the eligible shareholders of JSWEVL (with shareholding of the Company in JSWEVL and JSWPTL being cancelled) in ratio of 258 Equity Shares of Rs.10 each for every 1000 Equity Shares of Rs.10 each held in the JSWEVL as on record date. Consequently, the paid-up capital of Company has increased to Rs.5,465,712,770.

FINANCING

Towards meeting its funding requirements, the Company had fled Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India for Initial Public Offering of 63,225,000 Equity Shares of Rs.10 each. The Company had withdrawn the DRHP on 28th July 2008 considering that the market was not conducive for capital raising through IPO route.

SUBSIDIARIES

The details of the subsidiary Companies are as follows:

1. JSW Energy (ratnagiri) Limited (JSWErL)

JSWERL, a Wholly Owned Subsidiary Company is implementing 4X300 MW imported coal based Power Plant at Jaigad District in Ratnagiri, Maharahstra at a total cost of Rs. 4,500 crores. Your Company has invested Rs. 588 crores (Rupees Five Hundred Eighty Eight Crores) till 31st March 2009 towards Equity investment. JSWERL has achieved fnancial closure for entire amount of debt required in the month of August 2007. JSWERL has incurred Rs.2,018.76 crores for the project as on 31st March 2009. The frst unit is expected to be commissioned in Fourth quarter of FY 2009-10 and subsequent units with a gap of 3 months.

During the year JSWERL has tied up for supply of 600 MW of power to be generated from the project.

2. raj WestPower Limited (rWPL)

RWPL, a Wholly Owned Subsidiary Company is implementing 8X135 MW lignite based Power Plant in Kapurdi and Jalipa, Barmer District, Rajasthan at a total cost of Rs. 5,000 crores. Your Company has invested Rs.1069.00 crores as Equity contribution till 31st March 2009. Financial closure for entire debt requirement is achieved in October 2007. First unit synchronization is scheduled for first quarter of FY 2009-10 and subsequent units synchronization are scheduled with a gap of 2 months. RWPL has incurred Rs. 4,192.72 crores for the project as on 31st March 2009.

RWPL also has plans to expand capacity by setting up 2X135 MW Power Plant at the same location for which necessary regulatory consents are awaited. The cost of the Project is estimated at Rs.1,350 crores and sanction for debt amount have been received.

3. JSW Power trading Company Limited (JSWPtC)

JSWPTCL, a Wholly Owned Subsidiary of Company is engaged in power trading activities and has a “F” category license (recently termed as revised “Category I” by CERC), the highest license category, to trade in power in India.

During FY 2008-09, JSWPTC has procured power from the Company as well from market and it has traded 2052.75 MUs against 1478.58 MUs during

the previous year and made total sales turnover of Rs. 1467.78 crores with a Profit After Tax of Rs. 3.14 Crores. JSWPTCL also got membership and commissioned Terminals of both Power Exchanges (IEX-India Energy Exchange and PXIL-Power Exchange of India Ltd) and traded 55 MUs on them.

Also JSWPTCL is one of the top six power trading companies in India, by volume, for and during the year ended 31st March 2009.

During the year your Company has subscribed to 12,50,00,000 10% Non-Cumulative Redeemable Preference shares of Rs.10 each aggregating to Rs.125,00,00,000.

4. Jaigad Powertransco Limited (JPtL)

During the year, your Company acquired entire shareholding of JPTL from JSW PowerTransco Limited, the erstwhile wholly owned subsidiary of the Company which merged with the Company during the year. Subsequent to acquisition of shares, on 5th August 2008 your Company entered into Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL). MSETCL has invested in JPTL to the extent of 26% and with effect from 19th September 2008, JPTL became 74:26 Joint Venture between the Company and MSETCL.

JPTL is implementing two transmission lines from Jaigad-New Koyna and Jaigad-Karad for evacuation of power from JSWERL’s 1200MW power plant at Jaigad at a total project cost of Rs. 580 crores. Financial tie up for the Project has been achieved.

During the year, EPC contract has been awarded. JPTL has been granted Transmission License from Maharashtra Electricity Regulatory Commission (MERC).

JPTL has incurred Rs.210.94 crores on the Project till 31.3.2009. Your Company has invested Rs. 57.70 crores as equity contribution till 31st March 2009.

5. Pt Param Utama Jaya (PtPU)

The Company had acquired controlling interest in FY 2007 in PT Param Utama Jaya (PTPU), an Indonesian Company.

EXEmPtiOn U/S 212 FOr SUBSidiAriES

On an application made by the Company under Section 212(8) of the Companies Act, the Central Government, vide letter dated 16th March 2009, exempted the Company from attaching a copy of the Balance Sheet, Proft and Loss Account, Directors’ Report and Auditors’ Report of the subsidiary companies and other documents required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company.

Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the fnancial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any investor of the Company or any investor of its subsidiary companies who may be interested in obtaining the same. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Company’s Registered Offce and that of the subsidiary company concerned.

NEW PROJECTS, INTIATIVES & JOint VENTURES

2X300 mW Power Project of JSW (Vijayanagar) Limited (JSWEVL) JSWERL, implementing 2X300 MW imported coal based Power Plant in Vijayanagar, Karnataka, at a total cost of Rs.1,860 crores got merged with the Company during the year. The construction of erstwhile JSWEVL’s Power Plant is in advanced stage and the commercial operation date (COD) for the frst unit is expected in frst quarter of FY 2009-10 and COD of second unit is expected during second quarter of FY 2009-10.

Kuther Hydro Project

Your Company has been awarded 260MW Hydro Electric Project at Kuther, Himachal Pradesh. A Pre-Implementation Agreement is signed with Himachal Pradesh Government subsequent to part payment of upfront premium in terms of the award.

It is run of the river project located in District Chamba of Himachal Pradesh on river Ravi. Consultants have been appointed for preparation of detailed Project report and for conducting Environment Impact assessment.

toshiba JSW turbine & generator Pvt. Ltd. (toshiba)

Pursuant to the Joint Venture (JV) Agreement with Toshiba Corporation, Japan to manufacture and market super critical steam turbines and generators for thermal power plants in India, on 2nd September 2008, Toshiba JSW Turbine & Generator Pvt. Ltd. was incorporated with its registered offce in Chennai. Your Company has invested Rs.44,00,00,000 in the JV as on 31st March 2009. The JV with Toshiba is expected to provide Company with advantage while enhancing its generation capacity.

MJSJ COAL LIMITED (MJSJ)

The Company has been allocated Thermal Coal Block in Utkal in Orissa with a share of 11% to meet the captive requirements. Pursuant to the signing of Joint Venture Agreement on 13th October 2008, MJSJ Coal Limited was incorporated to develop the Thermal Coal Block at Utkal at Orissa. Your Company has invested Rs. 0.56 crore in MJSJ for 11% stake as on 31st March 2009.

Power Exchange of india Limited (PXiL)

Your Company is set to acquire 5% stake by investing upto Rs. 1 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Ltd. (NSE) & National Commodities & Derivatives Exchange Ltd. (NCDEX).

JSW Energy Centre of Excellence (JSWECE)

During the year, JSW Energy Centre of Excellence (JSWECE) has been established by Company, with the objective of training engineers in the entire gamut of Operation and Maintenance of thermal power plants, thereby providing skilled and competent man power to meet the ever growing demand for skilled engineers by Power Sector in the Country.

This Centre aims to serve as an advanced research and knowledge centre for development of Indian Power Sector. JSWECE has been recognised by the Central Electricity Authority (CEA) for imparting advanced power plant training in line with the power sector requirements.

JSWECE will also offer advanced simulator training programs to other power generating Companies. The Centre has already trained over 100 engineers in the frst year of its operation.

MEMORANDUM OF UNDERSTANDING (MOU)

The Company has on 12th January 2009 entered into Memorandum of Understanding (MOU) with the Government of Gujarat, which is in addition to the MOU signed with them on 12th January 2007. As per the MOU’s signed, the Company has expressed intention to establish 2400 MW Coal based Power Plant in the State of Gujarat.

The Company has also signed MOU’s with other Governments such as the following:

MOU date State of Purpose Location

17th March 2008 Madhya Pradesh Establishing 1320 MW Power Plant. Madhya Pradesh

1st February 2008 Chattisgarh Establishing 1100 MW Power Project Chattisgarh

22nd October 2007 Jharkhand Establishing 2000 MW Power Project Jharkhand

b) Your Company was able to achieve fy ash utilization of 116.31% for FY 2008-09 by having a tie up with Cement manufacturer and encouraged local brick manufacturers to use fy ash as a raw material.

TECHNOLOGY ABSORPTIOn AND INNOVATION

Various innovative measures were adopted to streamline the operations and improve reliability. Key amongst these are:

a) Your Company has upgraded Generator Relay panel (GRP) in both the units and it is replaced with ABB make Numerical relays to ensure better monitoring, quicker isolation and to avoid false tripping of units by utilizing latest technology.

b) Your Company has installed energy savers in plant lighting circuit results in saving of 12%.

c) Your Company has upgraded Cooling tower gear boxes with better factor of safety one to ensure enhanced availability of equipments.

d) Coal dust fring in Mill 1C is commissioned as a back up for mill.

CORPORATE SOCIAL RESPONSIBILIty

Your Company carries on social welfare activities through a trust namely, “JSW Foundation”.

FOREIgn EXCHANGE EARNINGS And OUTGO

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

rs. in crores

(a) Import of Coal 13.35

(b) Travelling Expenses 0.24

(c) Legal & Professional 27.32

(d) Plant & Machinery & Spares 960.58

total 1,001.49

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure A to the Directors’ Report.

ACKNOWLDGEMENTS

The Directors thank the Company’s customers, vendors, investors, business associates and bankers for the support to the Company.

The Directors also thank the Government of India, the concerned State Governments and all concerned statutory and regulatory authorities.

The Directors appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sajjan Jindal

Date: 4th May 2009 Chairman & Managing Director