JSW Steel Ltd
Directors Reports
To the Members of JSW Steel Limited,
The Board of Directors are pleased to present the Fifth Integrated report along with
the financial statements of the Company for the financial year ended March 31, 2022. A
brief summary of the Company's standalone and consolidated performance during the year
ended March 31, 2022 is given below
COMPANY PERFORMANCE
1) Financial Results
(Rs. in crores)
|
Standalone |
Consolidated |
|
FY 2021-22 |
FY 2020-21 |
FY 2021-22 |
FY 2020-21 |
| I Revenue from operations |
118,820 |
70,727 |
146,371 |
79,839 |
| II Other income |
1,929 |
669 |
1,531 |
592 |
| III Total income (I + II) |
120,749 |
71,396 |
147,902 |
80,431 |
| IV Expenses: |
|
|
|
|
| Cost of materials consumed |
51,457 |
28,743 |
62,337 |
32,623 |
| Purchases of stock-in-trade |
234 |
199 |
534 |
233 |
| Changes in inventories of finished goods, work and semi- finished goods-in-progress
and stock-in-trade |
(3,112) |
(872) |
(3,601) |
(348) |
| Mining premium and royalties |
13,894 |
6,972 |
13,894 |
6,972 |
| Employee benefits expense |
1,870 |
1,501 |
3,493 |
2,506 |
| Finance costs |
3,849 |
3,565 |
4,968 |
3,957 |
| Depreciation and amortisation expense |
4,511 |
3,781 |
6,001 |
4,679 |
| Other expenses |
22,609 |
14,925 |
30,707 |
17,712 |
| Total expenses |
95,312 |
58,814 |
118,333 |
68,334 |
| V Profit before share of profit / (losses) from joint ventures (net),
exceptional items and tax (III-IV) |
25,437 |
12,582 |
29,569 |
12,097 |
| VI Share of profit / (loss) from joint ventures (net) |
|
|
917 |
1 |
| VII Profit / (loss) before exceptional items and tax (V+VI) |
25,437 |
12,582 |
30,486 |
12,098 |
| VIII Exceptional items |
722 |
386 |
741 |
83 |
| IX Profit before tax (VII-VIII) |
24,715 |
12,196 |
29,745 |
12,015 |
| X Tax expenses / (credit): |
|
|
|
|
| Current tax |
4,411 |
2,162 |
4,974 |
2,467 |
| Deferred tax |
3,602 |
1,641 |
3,833 |
1,675 |
|
8,013 |
3,803 |
8,807 |
4,142 |
| XI Profit for the year (IX-X) |
16,702 |
8,393 |
20,938 |
7,873 |
| XII Other comprehensive income |
|
|
|
|
| A i) Items that will not be reclassified to profit or loss |
|
|
|
|
| a) Re-measurements of the defined benefit plans |
(75) |
27 |
(83) |
33 |
| b) Equity instruments through Other Comprehensive Income |
2,083 |
385 |
2,435 |
459 |
| ii) Income tax relating to items that will not be reclassified to profit or loss |
(246) |
(10) |
(284) |
(12) |
| Total(A) |
1,762 |
402 |
2,068 |
480 |
| B i) Items that will be reclassified to profit or loss |
|
|
|
|
| a) The effective portion of gains and loss on hedging instruments |
(22) |
369 |
(9) |
426 |
| b) Foreign currency translation reserve (FCTR) |
|
|
(148) |
25 |
| ii) Income tax relating to items that will be reclassified to profit or loss |
8 |
(129) |
5 |
(143) |
| Total(B) |
(14) |
240 |
(152) |
308 |
| Total Other comprehensive income / (loss) (A+B) |
1,748 |
642 |
1,916 |
788 |
| XIII Total comprehensive income / (loss) (XI+ XII) |
18,450 |
9,035 |
22,854 |
8,661 |
| Total Profit /(loss) for the year attributable to: |
|
|
|
|
| - Owners of the company |
|
|
20,665 |
7,911 |
| - Non-controlling interests |
|
|
273 |
(38) |
|
|
|
20,938 |
7,873 |
| Other comprehensive income/(loss) for the year attributable to: |
|
|
|
|
| - Owners of the company |
|
|
1,937 |
770 |
| - Non-controlling interests |
|
|
(21) |
18 |
|
|
|
1,916 |
788 |
| Total comprehensive income/(loss) for the year attributable to: |
|
|
|
|
| - Owners of the company |
|
|
22,602 |
8,681 |
| - Non-controlling interests |
|
|
252 |
(20) |
|
|
|
22,854 |
8,661 |
2) FY 2021-22: A Review
Global economic growth remains volatile
The financial year 2021-22 started with volatility owing to widespread lockdowns across
the globe induced by the second wave of COVID-19 infections and ended with rising
geopolitical tensions between Russia and Ukraine.
The FY 2021-22 began with the second wave hitting many parts of the world, which led to
the global recovery losing pace. Impacted by the Delta variant, India's growth was also
temporarily dented in Q1 FY 2021-22. The severity of the second wave resulted in the state
governments and central government diverting substantial funds towards healthcare. In the
second quarter, with reduction in caseload, easing of restrictions and steady vaccination
ramp up, there was a strong bounce back in economic activity. Similarly, Indian economy
also witnessed revival with moderate growth in consumption and stable macro- indicators
backed by steady investment push from the Indian Government.
In the third-quarter of FY 2021-22, with the Omicron variant outbreak and consequent
imposition of restrictions, economic activity was impacted. This combined with continuing
supply chain disruptions, rising commodity prices and inflationary pressures, dragged the
growth prospects of many economies. However, widening reach of vaccines, pent up demand
and timely policy measures helped the Indian economy to withstand the challenges. However,
with geopolitical tensions in February, global trade was impacted severely. Moreover, use
of sanctions by many developed economies has given rise to a medium-term downward risk to
global trade.
According to the International Monetary Fund's April World Economic Outlook (WEO)
global growth is expected to have grown at 6.1% in CY 2021, but going forward growth will
be restrained owing to volatility and rising inflationary pressures across major
economies.
On the domestic front, the Indian economy was on a steady footing despite global supply
chain disruptions and looming uncertainty with possible resurgence of COVID-19 infections.
Due to significant government investments, total consumption is estimated to have grown by
7% during the fiscal, and Gross Fixed Capital Formation has exceeded pre-pandemic levels
on the back of ramped up public expenditure on infrastructure. According to the Economic
Survey, India's GDP grew by 8.7% in FY 2021-22 after contracting by 6.6% in FY 2020-21.
Declining Chinese steel output drags global steel production
In CY 2021, the global steel industry witnessed volatile trends emanating from unsteady
raw material prices, supply chain disruptions and overall demand shifts.
The global steel industry began CY 2021 on positive note with improved demand following
accelerated pace of vaccination programmes in developed countries and gradual opening up
of economies. The industry witnessed continued support from uptick in economic activity
and improved business sentiment. Hence, in the first quarter, global steel production was
at 488 million tonnes (Source: worldsteel), 10% higher as compared to the same period in
CY 2020.
As the year progressed, China, the biggest steel market, started witnessing a gradual
slowdown. The progress of the economy was marked down slightly by a stronger than
anticipated fiscal tightening, uncertainties in the property sector, surging coal prices
and supply chain disruptions. In December, China's crude steel production dropped by 6.8%
y-o-y, dragging down global output by 3% (y-o-y). On the other hand, World-ex China
reported a 2% growth in steel production on a y-o-y basis. However, for CY 2021, global
steel production increased by 3.6%, y-o-y to reach 1911 MnT, mostly supported by enhanced
output from World-ex China, while China's production declined by 3% y-o-y and was at 1033
MnT.
Indian steel industry displayed its competiveness and resilience
The Indian steel industry also witnessed some volatility as at the start of FY 2021-22
as the domestic economic growth was temporarily dented in by the second wave of COVID-19.
However, in the second quarter, with easing of COVID-19 restrictions and steady
vaccination ramp-up, there was a strong bounce-back in economic activity. Hence, domestic
crude steel production was 31% higher in H1 FY 2021-22 compared to the same period in FY
2020-21.
Starting January 2022, even as the infections surged owing to new COVID-19 variant,
economic activity was stable. The automobile sales of passenger and commercial vehicles
were encouraging, and the construction and infrastructure sector witnessed steady
investments owing to the government's focus on public infrastructure. Hence, the domestic
steel industry recorded consistent demand trend with steel prices remaining stable.
During the year, the Indian steel industry witnessed a 16% (y-o-y) rise in crude steel
production. In FY 2021-22, finished steel consumption stood at 105.8 MnT, with an 11.5%
rise y-o-y. Total finished steel exports for the same period was at 13.49 MnT, a growth of
25.1% over previous year and imports were at 4.67 MnT, y-o-y decline of 1.7%.
Despite the overall volatility arising out of new variants of COVID-19, inflationary
pressures and geopolitical tensions, the Company improved its average capacity utilisation
and recorded growth in steel production, saleable steel sale volumes and sales
realisation. The Company's commendable performance was backed by an astute focus on
ensuring cost efficiency, robust capacity expansion and quality steel-making, grounded on
the strong footing of sustainable business practices and a focus on nurturing growth for
all stakeholders.
JSW Steel continued to grow in FY 2021-22 mostly supported by pent-up demand across the
globe and healthy steel prices through the year. In FY 2021- 22, the Company grew its
operations, imbibed digital process to improve efficiency, focused on resource
optimisation, ensured overall well-being of its stakeholders and maintained and improved
the financial health.
Some of the key highlights of the year were:
Robust performance
• Highest-ever annual consolidated crude steel production of 19.51 MnT a growth of
29% y-o-y, on the back of improved capacity utilisation and ramp-up of Dolvi expansion
• Record Sales volume of 18.18 MnT, improving by 21% y-o-y, driven by ramped up
production and increase in overall steel demand.
• The Company's consolidated revenue from operations increased by 83% to '146,371
crores due to better realisations and higher sales volume.
• Highest ever consolidated operating EBITDA of '39,007 crores, a growth of 94%
y-o-y.
Strong operational performance
• The Company achieved a capacity utilisation of 89% (93.6% excluding Dolvi Phase
2 expansion) on a standalone basis
• Ramp up of mining operations at Odisha and Karnataka, contributing to 43% of the
total iron ore requirements
Enriched Product mix
• Sales of value added and special products (VASP) accounted for 60% of total
sales volumes for the year.
• JSW Steel has established strong product brands over the years, and branded
products sales stood at 47% of total retail sales.
• The Company exported 4.57 million tonnes of steel in FY 2021-22, an increase of
8% y-o-y and exports accounted for 28% of total sales (figures excluding BPSL).
Completion of expansion projects
• Doubled its crude steel capacity in Dolvi to 10 million tonnes per annum (MTPA),
with the commencement of integrated steel operations at the 5 MTPA brownfield expansion
• On course to completing the capacity expansion at Vijayanagar's CRM-1 complex
with the commissioning of the 0.3 MTPA colour coating line.
• Modernisation and enhancement of downstream capacities at Vasind and Tarapur
have been completed.
• Continued progress on all capacity enhancements projects across downstream
facilities
Healthy Subsidiary and Joint Venture performance
• JSW Steel completed the acquisition process of Bhushan Power and Steel Ltd.
(BPSL) and turned around operations at BPSL recording an EBITDA of ' 6423 crores during
the year.
• The coated steel business generated an EBITDA of ' 3082 crores, a growth of 97%
y-o-y.
• Turnaround of the US operations at Ohio and Baytown, recording an operating
EBITDA of $ 200 million.
• JSW Steel Italy operations pruned its losses and reported steady growth during
the year. The operations are expected to perform better in the next fiscal
• JSW Ispat Special products Limited recorded a turnaround of the business
operations generating an operating EBITDA of ' 472 crores during the year.
Strong Balance Sheet
• The Company's consolidated Net gearing (Net Debt to Equity) stood at 0.83x at
the end of the year (vs. 1.27x at the end of FY 2020-21) and Net Debt to EBITDA stood at
1.45x (vs. 2.83x at the end of FY 2020-21).
• Strong liquidity of ' 17,390 crores as on March 31, 2022
• Improvement in the weighted average interest rate to 5.67% at the end of March
31, 2022 vs 5.83% at the end of March 31, 2021.
• Net Debt increase of only ' 4,035 crores post a capital expenditure spend of '
14.599 crores and BPSL acquisition debt of ' 10,278 crores
• Became the first-ever Company in the global steel sector to issue $500 million
Sustainability Linked Bond (SLB)
• Credit Rating upgrade to BB stable from BB negative by Fitch
• CARE Ratings Ltd. has upgraded the Company's rating for Long Term Bank
Facilities and Non-Convertible Debentures to "CARE AA"- Stable Outlook.
• ICRA Limited has upgraded the Company's rating for Long Term Bank Facilities and
Non-Convertible Debentures to "[ICRA] AA"; Stable Outlook.
Responsible business
• Obtained Environmental Product Declarations (EPD)- Type III eco-labelling for
all finished products from three integrated steel plants
• Received an A-band from CDP for the number of best practices the Company is
implementing under climate change
• Flagged off first-ever Electric Vehicle (EV) for material transfer in line with
Company's objective reduce carbon emissions at coated business.
• Digitalisation and Industry 4.0 nearing completion, resulting in benefits across
operations
• Focused on transition to renewable power usage with the commissioning of the 225
MW of solar capacity in Vijayanagar in collaboration with JSW Energy Limited
• Focused on optimal use of resources via initiatives like setting up of
beneficiation plant to upgrade the iron ore fines and using slurry pipeline to efficiently
transport the concentrate for pellet manufacturing.
3) Continued Strategic Growth
The Indian government has set an ambitious target of reaching 300 MnT steel production
by 2030. As a leading steel manufacturing in the country, JSW Steel has embarked on
extensive capacity expansion across its facilities. In FY 2021-22, the Company spent
around '14,599 crores on capital expansion from the earmarked '18,240 crores. JSW Steel
has made extensive progress in expanding its domestic crude steel capacity and is on track
to reach a total production capacity of 37 MTPA in India by FY 2024-25.
In FY 2021-22, with the operationalisation of Dolvi Works' Phase II, the Company's
standalone crude steel capacity increased to 23 MTPA from 18 MTPA. With the long-term
growth potential for steel consumption in the domestic market and also export
opportunities, the Company continues to focus on additional capital expenditure to expand
current capacities and also to modernise and expand capacities of its downstream business.
Additionally, JSW Steel has from time-to-time entered into strategic joint ventures and
acquired equity interests in various entities which have enabled it to add more
value-added products and improve its market share. In FY 2021-22, newly acquired entities,
Asian Colour Coated Ispat Ltd, Vallabh Tinplate Pvt. Ltd., Bhushan Power & Steel Ltd.
and Plate and Coil Mill Division of Welspun Corp Ltd. helped the Company consolidate its
position as a value added steel manufacturer.
Below are the details of the growth trajectory of the Company:
(A) Augmenting crude steel capacity at Vijayanagar, Dolvi and BPSL
• Crude steel capacity in Dolvi increased from 5 MTPA to 10 MTPA. The expanded
Integrated Steel operations commenced in November 2021. The 5 MTPA steel-making expansion
includes an 8 MTPA Pellet plant, two Phases of Coke Oven battery totaling to 3 MTPA
capacity, Blast Furnace, Steel Melt Shop and 5 MTPA Hot Strip Mill.
• Expansion of Hot Metal facilities in Vijayanagar by improving operational
practices such as increased Pellet usage, slag rate reduction, additional oxygen from
Vaccum Pressure Swing Absorption (VPSA) and creating additional stock house with other
initiatives to increase the capacity from 12 MTPA to 13 MTPA
• Setting up 5 MTPA integrated Steel Plant with Blast Furnace, Steel Melting Shop,
Hot Strip Mill along with auxiliaries by JSW Vijayanagar Metallics Limited, a wholly owned
subsidiary of the Company to increase the capacity from 13 MTPA to 18 MTPA. The project is
expected to be completed by FY 2023-24.
• The expansion at BPSL to 3.5 MTPA is progressing well and is expected to be
completed in FY 2022-23. Long lead-time items have been ordered for the Phase-II expansion
from 3.5 MTPA to 5 MTPA and the project is expected to be completed by FY 2023-24.
(B) Enriching product mix
• As part of the capacity expansion of CRM- 1 complex at Vijayanagar to 1.8 MTPA,
the second Continuous Galvanising Line (CGL) was commissioned in the fourth quarter of FY
2021-22. The Colour-coating line of 0.3 MTPA was commissioned in the month of March 22.
• All expansions as a part of Vasind and Tarapur's modernisation and capacity
enhancement project have been commissioned with the commissioning of 0.45 MTPA GI/GL line
at Vasind in October 2021 and commissioning of 0.25 MTPA Color Coating Line in May 2021
• The 0.5 MTPA of new Continuous Annealing Line (CAL) at Vasind is expected to be
commissioned by first quarter of FY 2022-23.
• Additional Tin Plate Line (through BAF route) of 0.25 MTPA at Tarapur is
expected to be commissioned in the first quarter of FY 2022-23
• Installation of 0.25 MTPA new Color Coated Line at Rajpura in the state of
Punjab is expected to be commissioned in second half of FY 2022-23
• Setting up a 0.12 MTPA Colour Coating line in Jammu & Kashmir is progressing
well for completion by the first quarter of FY 2023-24.
(C) Mergers & Acquisitions
FY 2021-22 was a year of consolidation from a mergers and acquisitions perspective. JSW
Steel had undertaken strong inorganic growth in FY 2020 - 21 through acquisitions such as
Bhushan Power and Steel Limited (BPSL), Asian Colour Coated Ispat Limited (ACCIL), JSW
Vallabh Tinplate Private Limited (JVTPL), and Plate and Coil Mill Division (PCMD) of
Welspun Corp Limited. The acquisitions concluded in the last financial year have been
successfully turned around and integrated with the operations of JSW Steel.
In light of the strong operational and financial performance of BPSL, JSW Steel
exercised the option of conversion of the OFCDs, pursuant to which JSW Steel now holds
83.28% equity in PSL, and PSL has become a subsidiary of JSW Steel. JSW Steel controls and
manages BPSL through PSL.
Company's other acquisitions like ACCIL and VTPL reported strong performance and the
Company achieved operationalisation of the Plate and Coil Mill division at Anjar.
The domestic steel industry has gone through a period of consolidation in the past few
years, with successful resolution of most of the large distressed companies. This has been
a positive for the steel industry as a whole. In order to pursue its strategic growth
aspirations, JSW Steel continues to evaluate various acquisition opportunities which are
value accretive, while retaining the focus on financial discipline.
4) Ensuring Raw Material Security
The Company is a leading integrated steel manufacturer with one of the lowest
conversion costs in the industry, primarily due to efficient operations, high people
productivity, strategic location of its facilities and its state-of-the-art manufacturing
facilities. The Company's integrated operations span mining, raw material processing units
such as beneficiation plants, pelletisation and sinter plants, steel manufacturing, to
downstream value addition capabilities such as production of cold rolled, galvanised and
galvalume, colour-coated and tin plate products.
The Company had successfully bid for thirteen iron ore mines located in Karnataka (nine
mines) and Orissa (four mines) at various auctions conducted in October 2016, October 2018
and FY 2019-20. These mines have an aggregate resource base of 1.3 billion tonnes. All the
mines were operationalised in a phased manner in FY 2020-21
The Company has a planned a capital expenditure outlay of '3,450 crores for its iron
ore mines in Odisha. The plan focuses on enhancing mining capabilities and efficiencies.
The initiatives will enhance mining infrastructure and reduce reliance on outsourced
mining. The Company will also implement digitalisation, and set up grinding and washing
facilities to improve the quality of the ore.
The captive iron ore mines contributed to around 43% of the total iron ore requirement
in FY 2021-22, compared to 35% in the previous fiscal.
5) Focus on Resource Optimisation
In FY 2021-22, the working environment was troubled with challenges owing to rising
commodity prices. Hence, it was imperative that the Company undertakes medium-term and
long-term process improvements to drive cost benefits. JSW Steel continued to focus on
elevating the efficiency curve in order to protect margins. The Company also utilised
technology and digitalisation to manage resource allocation adequately.
A) Cost reduction projects and manufacturing integration
• Setting up of 8 MTPA pellet plant and
1.5 MTPA coke oven plant at Vijayanagar:
In order to decrease the requirement of expensive lump iron ore, JSW Steel has set up a
pellet plant. The 8 MTPA pellet plant was commissioned in FY 2020-21 and was made
operational during the year leading to reduction in procurement of lump ore and thereby
reducing the overall cost of production.
The construction of Coke Oven Battery of
1.5 MTPA at Vijayanagar is currently under progress and is expected to be commissioned
in phases in FY 2022-23. The Company has also decided to expand the coke oven capacity by
another 1.5 MTPA at Vijayanagar, which is expected to be commissioned in phases from Q4 of
FY 2022-23. The projects, cumulatively, will contribute to substantial cost savings.
• Setting up 175 MW and 60 MW power plants at Dolvi:
The Company is setting up 175 MW Waste Heat Recovery Boilers (WHRB) and a 60 MW captive
power plant to harness flue gases and steam from the Coke Dry Quenching (CDQ). These power
plants are expected to be commissioned in the first half of FY 2022-23.
B) innovation and technology
With the growing scale of the business, the Company is continuously focusing on
innovation, to enhance its operational efficiency, resource optimisation and achieve
important business goals. In FY 2021-22, JSW Steel continued its innovation journey with
focus on digitally transforming and nurturing JSW Steel's ecosystem and creating
sustainable value.
During the year, the Company implemented predictive and rule-based AI systems across
multiple shops, with the intent to automate decision making on process parameters and
remove operator discretion, limitations and estimation errors. The year also saw
successful deployment of key projects to enable optimisation of logistics cost, end-to-end
finance digital transformation across all locations and
optimisation of in-bound as well as out-bound mines logistic operation.
JSW Steel also focused on upskilling the workforce and equip them with necessary tools
to adopt and sustain the digital initiatives implemented during the year. The Company
achieved a savings of '171 crores during the year as a result of the initiatives.
C) Technical Collaboration with JFE Steel Corporation, Japan (JFE)
The strategic collaboration agreement that was signed between JFE and the Company in
the year 2010, was one of the largest FDIs in India in the Metals and Mining space.
The strategic technical collaboration with JFE has added significant value to the
Company, both in terms of products and services, thereby enriching the product mix of the
Company. The Company has developed a wide range of steel for critical auto end- use
applications such as outer body panels, bumper beams and other crash resistant components
with strength levels up to 980 MPa. The continuous support received from JFE in the form
of technical assistance has resulted in expeditious resolution of issues observed during
the commercial production/ approval of stipulated licensed grades.
The Company and JFE have also signed a Memorandum of Understanding to conduct a
feasibility study for setting up a manufacturing and sales JV in India for Cold Rolled
Grain Oriented (CRGO) Electrical Steel Products. The demand for CRGO in India is met
presently by imports. With this facility, the Company is likely to have a first mover
advantage to service customers in India with local steel. This would also strengthen the
Company's position as India's leading manufacturer of advanced steel products that lead to
reduced CO2 emissions and producing sustainable steel products.
6) Prudent Financial Management
(A) Standalone Results
In FY 2021-22, crude steel production was at 17.62 MnT, with an average capacity
utilisation level of 89%. The Company achieved ~95% of its revised crude steel production
volume guidance of 18.5 MnT for FY 2021-22. Steel sales volume stood at 16.52 MnT, which
grew by 11% y-o-y. The Company exported 3.6 MnT of steel, lower by 4.6% y-o-y, and
accounting for 22% of the total sales, as against 25% in FY 2020-21. The Company also
achieved 95% of its standalone sales volume guidance of 17.40 MnT for FY 2021- 22. Revenue
from operations grew 68% y-o-y to '118,820 crores, primarily due to an increase in volumes
and net sales realisations in the export and domestic market.
Owing to increase in sales volume, better sales realisation, , cost saving initiatives
and favourable product mix, the Company achieved an annual Operating EBITDA of '31,868
crores, up by 65% y-o-y with an EBITDA margin of 26.8%. However, this was partly offset by
increase in prices of coking coal and higher iron ore prices, which almost doubled in view
of the shortage of iron ore in the domestic market due to lower production and higher
volume of exports. The depreciation and amortisation charge for the year was ' 4,511
crores, registering a 19% increase over the previous year due to depreciation charged on
asset capitalisation for projects and sustaining capex. The finance costs for the year was
' 3,849 crores, an increase of 8% over the previous year.
The profit after tax increased by 99% to ' 16,702 crores as compared to the previous
year. The Company's net worth stood at ' 63,501 crores as on March 31, 2022 vis-a-vis '
46,977 crores as on March 31, 2021. Gearing (net debt-to-equity) was at 0.63x (as against
0.98x) and net debt to EBITDA stood at 1.25x (as against 2.40x).
Subsequent to the year end, a subsidiary company in USA received a final arbitration
order on its dispute with the lessors of coking coal mining lease and plant lease and a
consequential notice of termination of lease. Accordingly, an impairment provision of '
722 crores is recorded towards the value of the loans given to overseas subsidiary.
(B) Consolidated Results
In FY 2021-22, the Company's consolidated revenue from operations increased by 83% and
was at '146,371 crores. Operating EBITDA was recorded at '39,007 crores. The operating
EBITDA increased to '39,007 crores primarily due to better standalone performance,
improved performance from the overseas business and better operating margins from the
downstream business.
The overseas subsidiaries posted an operating EBITDA of '1,389 crores as against an
operating EBITDA loss of '829 crores during the previous year. The Company's net profit
improved to '20,938 crores for FY 2021-22 vis-a-vis '7,873 crores in the last financial
year. The performance and financial position of the subsidiary companies and joint
arrangements are included in the consolidated financial statement of the Company. The
Company's net worth on March 31, 2022 was '68,535 crores compared to '44,991 crores on
March 31, 2021. The Company's spending on capex expenditure/ acquisitions aggregated to
around '14,599 crores for the year. The Company's consolidated Net gearing (net
debt-to-equity) at the end of the year stood at 0.83x (as against 1.27x as on March 31,
2021) and net debt to EBITDA stood at 1.45x(as against 2.83x as on March 31, 2021).
Subsequent to the year end, a subsidiary in USA received a final arbitration order on
its dispute with the lessors of coking coal mining lease and plant lease and a
consequential notice of termination of lease. Accordingly, an impairment provision of '710
crores is recorded towards the value of property, plant & equipment, goodwill, other
assets and accrual of resultant liabilities. The Company has also recognised a provision
of '31 crores towards impairment of Capital Work In Progress at Ranchi, Jharkhand based on
assessment of the recoverable value. The same is disclosed as an exceptional item.
(C) Performance of Subsidiaries and Joint Venture companies
The Company has 45 direct and indirect subsidiaries and 11 JVs as on March 31, 2022 and
acquired or incorporated certain domestic subsidiaries during the year. As per the
provisions of Section 129(3) of the Act, a statement containing the salient features of
the financial statements of the Company's subsidiaries and JVs in Form AOC-1 is attached
to the financial statements of the Company. In accordance with provisions of Section 136
of the Act, the standalone and consolidated financial statements of the Company, along
with relevant documents and separate audited accounts in respect of the subsidiaries, are
available on the website of the Company. The Company will provide the annual accounts of
the subsidiaries and the related detailed information to the shareholders of the Company
on specific request made to it in this regard by the shareholders.
The details of the major subsidiaries and JVs are given below:
(i) Indian Subsidiaries
1) JSW Steel Coated Products Limited (JSW Steel Coated)
JSW Steel Coated Products Limited is the Company's wholly-owned subsidiary and caters
to both domestic and international markets. The Company manufactures value- added flat
steel products comprising of tin plates, galvanised and galvalume coils/ sheets and
colour-coated coils/sheets. The Company has three manufacturing facilities at Vasind,
Tarapur and Kalmeshwar in the state of Maharashtra. In FY 2021-22, JSW Steel Coated
reported a production (Galvanising/ Galvalume products/Tin Product/CRCA) of 2.40 MnT, an
increase by 30% y-o-y this year. Its sales volume increased by 22% y-o-y to 2.65 MnT
during FY 2021-22. The operating EBITDA for the year increased to '2,294 crores compared
to '1,231 crores in FY 2020- 21. The operating EBITDA margin improved to 9% as against 8%
in FY 2020-21, primarily due to higher realisations and enhanced sales mix which was
partially offset by the increase in the input costs like Hot rolled coils, Aluminium &
Zinc costs, paints and fuel. The revenue from operations and the net profit for the year
under review was '26,497 crores and '1,366 crores respectively as against the revenue from
operations of ' 14,963 crores and net profit of ' 733 crores for the year ended March 31,
2021.
2) JSW Vallabh Tinplate Private limited (JSWVTPL)
JSW Vallabh Tinplate Private Limited (JSW VTPL) is a wholly-owned subsidiary of the
Company. It produces tin plates and has a capacity of 1.2 lakh tonnes. With a production
of 0.99 lakh tonnes during FY 2021-22, its EBITDA for the year was at '170 crores compared
to '47 crores the previous year. Its net profit after tax improved from '14 crores in FY
2020-21 to '108 crores in FY 2021-22.
3) Vardhman industries limited (VH)
VIL manufactures colour-coating products with a capacity to produce 60,000 tonnes per
annum and a service centre to cater to white goods customers in North India. The Company
has a manufacturing unit at Rajpura, Patiala in Punjab. VIL produced 42,807 tonnes in the
year, but EBITDA was dragged down slightly owing to higher input costs. For the year,
EBITDA stood at '13 crores compared to '30 crores in FY 2020-21. In FY 2021-22, its net
profit after tax was '11 crores compared to '25 crores in the previous year.
4) Asian Colour Coated ispat limited (ACCH) ACCIL is a manufacturer of downstream steel
products and has two manufacturing units located at Bawal, Haryana and Khopoli,
Maharashtra. ACCIL has a capacity of 1 MTPA, with 3.2 lakh tonnes of cold-rolled steel and
colour-coated steel. In FY 2021-22, the EBIDTA improved to '606 crores from '250 crores*
in the previous year. The increase is primarily due to the 12 months full operations for
the FY 2021-22 as compared to the 5 months operations in FY 2020-21 as ACCIL was acquired
on October 26, 2020. From the date of acquisition to March 31, 2021. The total production
was at 2.55 lakh tonnes, which increased to 5.8 lakh tonne in FY 2021-22. ACCIL profit
after tax improved to '45 crores versus '16 crores in FY 2020-21.
*from the date of acquisition to March 31, 2021
5) Amba River Coke limited (ARd)
Amba River Coke Limited (ARCL) is a wholly- owned subsidiary of the Company and has a 1
MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2021-22, ARCL produced 0.9 MnT of
coke and 3.44 MnT of pellet. The coke and pellets produced are primarily supplied to the
Dolvi unit of the Company.
The operating EBITDA for the year under review was at '518 crores as against '467
crores in the previous year. Its profit after tax improved to '174 crores versus '168
crores in FY 2020-21.
6) Bhushan Power and Steel Limited (BPSL)
On March 26, 2021 the Company completed the acquisition of BPSL by implementing the
resolution plan approved under IBC Code, basis an agreement entered with the erstwhile
committee of creditors. The Company had entered a subscription and Shareholders agreement
with JSW Shipping & Logistics Private Limited (JSLPL) through which the Company and
JSLPL held equity of Piombino Steel Limited (PSL) in the ratio of 49% and 51%
respectively. Further, JSW Steel also held optionally fully convertible debentures
("OFCDs") of PSL with a right to convert them into equity. In accordance with
the approved Resolution Plan, BPSL was acquired as wholly-owned subsidiary of PSL.
In FY 2021-22, following BPSL's robust operational and financial performance, JSW Steel
on October 1, 2021 exercised the option of conversion of the OFCDs, pursuant to which JSW
Steel now holds 83.28% equity in PSL, and PSL has become a subsidiary of JSW Steel with
effect from October 1, 2021.
Consequent to the aforesaid conversion, the Company is controlling and managing BPSL
through PSL and the financials have consolidated with the Company.
BPSL operates a 2.75 MTPA integrated steel plant located at Jharsuguda, Odisha and also
has downstream manufacturing facilities at Kolkata, West Bengal and Chandigarh, Punjab.
For FY 2021-22, BPSL produced 2.72 MnT of crude steel and the total revenue from
operations was at '21,409 crores as compared to '11,402 crores in the previous year. The
EBITDA improved from '2,243 crores in FY 2020-21 to '6,423 crores in FY 2021-22. The
overall profit after tax improved to '4,259 crores in FY 2021-22 vis-a- vis '974 crores in
FY 2020-21. Further, Revenue from operations and Profit after tax pertaining to BPSL post
acquisition adjustments included in these consolidated results for the year ended 31 March
2022 amount to '11,768 crores and '1,670 crores respectively. The net profit attributable
to Non-Controlling Interests is '279 crores for the period April 21 to September 21.
7) JSW Industrial Gases Private Limited (JIGPL)
JSW Industrial Gases Private Limited (JIGPL) is a wholly-owned subsidiary of the
Company. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar
plant. The operating EBITDA for the year under review was at '57 crores as against '55
crores in the previous year. The profit after tax for the year has remained stable at '37
crores.
8) Other Projects Being Undertaken by Domestic Subsidiaries
The Company as part of its long term growth strategy had initiated a few greenfield
projects in the states of West Bengal, Jharkhand and Odisha.
• JSW Bengal Steel Limited (JSW Bengal Steel) - As a part of its overall growth
strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases
through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the
availability of key raw materials such as iron ore and coal, after the cancellation of the
allotted coal blocks, the Salboni project has been put on hold.
• JSW Jharkhand Steel Limited (JJSL) -
JJSL was incorporated in relation to the setting up of a 10 MnT steel plant in
Jharkhand. The Company is currently in the process of obtaining approvals and clearances
necessary for the project.
• JSW Utkal Steel Limited (JUSL) was formed for setting up an integrated steel
plant of 13.2 MTPA steel capacity and a 900 MW captive power plant in Odisha.
In April 2022, JUSL, a wholly-owned subsidiary of JSW Steel has received the
environmental clearance (EC) for setting up of a greenfield Integrated Steel Plant (ISP)
of 13.2 million tonnes per annum (MTPA) crude steel from the Union Ministry of Environment
& Forest and Climate Change (MoEF&CC). The mega project is expected to generate
huge employment opportunities in the region, which in turn will boost the economy of
Odisha state. The capital expenditure for the modern, green and environment- friendly
integrated steel plant (ISP) project is expected to be approx. ' 65,000 crores including
associated facilities. The phase-wise work for the project is expected to start once the
land is handed over to the company by the Government of Odisha. The project is one of the
largest in the manufacturing sector in the country and MoEF&CC accorded the EC after
successful public hearings. JUSL has earmarked budgets for social interventions under
public health, education, skill development, social infrastructure, waste management,
environment, drinking water, women empowerment and other interventions. Additionally,
based on the environment impact assessment (EIA), the company has plans to incur
expenditure for the environment protection and mitigation measures.
JIUSL is in the process of obtaining the necessary approvals and licences for the
project.
(ii) Overseas Subsidiaries
1) Periama Holdings LLC and its Subsidiaries
Viz. JSW Steel (uSA) inc - Plate and Pipe
Mill Operation and its Subsidiaries - West
Virginia, USA-Based Coal Mining Operation
a) The Baytown facility has a 1.2 million net tonnes per annum (MNTPA) plate mill and a
0.55 MNTPA pipe mill. The facility is located near a port and in close proximity to key
customers in the oil and gas industry. JSW Steel (USA) plate and pipe mill is in the
process of modernising the existing facilities at Baytown, Texas. The first phase of
modernisation was completed and commissioned in the last fiscal year. The second phase of
the modernisation of the plate mill is on-track and expected to be completed in FY
2023-24. The unit produced 0.29 MNTPA of plates and 0.012 MNTPA of pipes with capacity
utilisation of 31% and 2%, respectively. JSW Steel (USA) witnessed a turnaround during the
year as the demand for the plate market picked up and realisations improved in the US. JSW
Steel (USA) reported an EBITDA of US$ 80 million ('600 crores) compared to the previous
year's negative EBITDA of US$ 9.2 million ('73 crores). In FY 2021-22, loss after tax was
US$ 10.6 million ('72 crores) compared to net loss after tax of US$75.63 million ('605
crores) in FY 2020-21.
b) Coal mining operation-Periama Holdings LLC has 100% equity interest in coal mining
concessions in West Virginia, US along with permits for coal mining and owns a 500 TPH
coal-handling and preparation plant. During the year, total production stood at 83877 NT
as against 77,928 NT during FY 2020-21. Its coal mining operations reported EBITDA of
US$ 1 million ('8 crores) for the year, compared to EBITDA loss of US$ 5.52 million
('43 crores) in the previous year. Loss after tax stood at US$ 104.78 million ('780
crores) vis-a vis Loss after tax of US$ 19.64 million ('146 crores) in FY 2020-21.
During the year, as a part of the overall exercise and to consolidate its operations
and holding structure the following subsidiaries has been merged with their immediate
parent companies.
| Name of Entity merged |
Parent Entity |
| Keenan Minerals LLC |
Purest Energy LLC |
| R.C. Minerals LLC |
|
| Peace Leasing LLC |
|
| Rolling S Augering LLC |
Planck Holdings LLC |
| Periama Handling LLC |
|
| Prime Coal LLC |
Periama Holdings LLC |
The merger has been accounted for under the pooling of interest method wherein,
investments and share capital of respective entities has been eliminated and all assets
and liabilities of the subsidiaries have been transferred at book values as on December 2,
2021.
2) Acero Junction Holdings inc (ACERO) and its Wholly-Owned Subsidiary JSW Steel USA
OHIO inc (JSWSuO)
JSWSUO has steelmaking assets consisting of 1.5 MNTPA electric arc furnace (EAF), 2.8
MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo Junction, Ohio in
USA. In order to improve yields, enhance production, reduce operating costs, the Ohio unit
revamped and modernised its facility at a cost of U.S.$40 million. The unit has since
restarted operations in March 2021 and contributed to volumes and profitablity.
JSWSUO operated at a capacity utilisation of 42% during FY 2021-22 compared to the
capacity utilisation of 6% in FY 2020-21 due to improved demand for slabs and Hot Rolled
Coils in the US. JSWSUO collaborated with third-party mills for manufacturing HRC in FY
2021-22 and reported an EBITDA of US$ 119.86 million ('895 crores) compared to EBITDA loss
of US$ 68.51 million ('510 crores) last financial year. Profit after tax for FY 2021-22
was US$ 72.11 million ('540 crores) compared to Loss after tax of US$ 116.09 million ('863
crores). JSWSUO operations turnaround during the year due to better capacity utilisation
and increase in realisations for slabs and Hot Rolled Coils offset by the higher scrap
prices, increase in fuel costs and other inputs.
3) JSW Steel Italy Piombino S.P.A. (JSW Piombino) (Formerly known as Aferpi S.P.A),
Piombino Logistics S.P.A. (PL) and GSi Lucchini S.P.A
JSW Piombino produces and distributes special long steel products. The Company has a
plant at Piombino in Italy, comprising a Rail Mill (0.32 MTPA), Bar Mill (0.4 MTPA), Wire
Rod Mill (0.6 MTPA) and a captive industrial port concession.
PL manages the logistics infrastructure of Piombino's port area. The port managed by PL
has the capacity to handle ships up to 60,000 tonnes. During FY 2021-22, operations
generated an EBITDA loss of €6.42 million ('69 crores) compared to EBITDA loss of
€22.65 million ('191 crores) last year. Loss after tax for the year amounted to
€ 11.7 million ('106 crores) against loss after tax of €30.1 million ('247
crores) in FY 2020-21.
Liquidation of overseas subsidiaries
During the year, as part of the Company's overall efforts of simplifying the group
structure, three overseas wholly owned subsidiaries of the Company domiciled in the
Republic of Mauritius which were acquired in the earlier years have undergone winding up
and have been liquidated w.e.f 15 March, 2022
• Arima Holdings Limited
• Erebus Limited
• Lakeland Securities Limited
(III) Joint Venture Companies
1) JSW ispat Special Steel Products limited (JISPL) (Formerly known as Monnet iSPAT
& Energy limited (MIEL))
In August 2018, Monnet Ispat & Energy Limited (MIEL), was acquired jointly by a
consortium of Aion Investments Private Limited (AION) and the Company. Currently, JSW
Steel directly and indirectly holds 23.1% of the equity shares of JISPL.
JISPL owns a 1 MnT integrated steel plant with the ability to scale up to 1.5 MnT,
along with a 0.8 MnT sponge iron plant, 2.20 MnT pellet plant, a 0.96 MnT sinter plant and
a 230 MW captive power plant in Chhattisgarh.
JISPL since its acquisition have taken the following steps to revive and turnaround
business operations
• Restarted the pellet plant and incurred capex to increase capacity to 2.2 MTPA
and revamping of the pellet plant by introduction of two filter presses, mixer and
evacuation system
• Increased the DRI productivity by usage of own manufactured pellets and process
improvement
• Revamped the oxygen plant for consistent and reliable operations
• Restarted the Blast Furnace and carried out process improvement to operate at
rated capacity and improved efficiencies
• Restart of the steel melt shop and upgradation to special steel by modification
of caster and commissioning of vacuum de-gasifier and commissioning of slab caster and
bloom caster to cater to the requirements of rail mills
• Modernisation of the rolling mill to produce special bar rods and flat rolling
These initiatives resulted in turnaround of JISPL's business operations and JISPL
recorded a consolidated operating EBITDA of '472 crores for FY 2021-22 as compared to
EBIDTA of '384 crores in the previous year. JISPL recorded a profit before tax of ' 1
crore for FY 2021-22 as compared to loss before tax and exceptional items of '105 crores
in FY 2020-21.
The Board of Directors of JSW Steel Limited at its meeting held on May 27, 2022, on the
recommendations of the audit committee and the Independent Directors, has considered and
approved a composite scheme of arrangement amongst JSW Steel Limited("JSWSL"),
Creixent Special Steels Limited ("CSSL") and JSW Ispat Special Products Limited
("JISPL") and their respective shareholders and creditors ("Scheme")
under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
("Act"). The Appointed Date of the Scheme is April 1, 2022
The Scheme provides, inter alia, for the amalgamation of CSSL and JISPL with and into
JSWSL; dissolution without winding up of CSSL and JISPL; issuance and allotment of equity
shares of JSW Steel Limited to the eligible equity shareholders of CSSL and JISPL in the
manner and in the share exchange ratio specified in the Scheme, i.e., JSWSL will issue 3
(three) fully paid up equity shares of ' 1 each to the eligible equity shareholders of
CSSL as on the record date for every 2 (two) fully paid up equity shares of ' 10 each held
by such equity shareholders of CSSL; and 1 (one) fully paid up equity share of ' 1 each of
JSWSL for every 21 (twenty-one) fully paid up equity shares of ' 10 each held by eligible
equity shareholders of JISPL; and 1 (one) fully paid up equity share of ' 1 each of JSWSL
for every 21 (twenty-one) compulsorily convertible preference shares of ' 10 each held by
such holders of compulsorily convertible preference shares of JISPL
The Scheme is subject to the necessary statutory and regulatory approvals of (i) the
shareholders / the creditors of the Transferee Company and other parties to the Scheme, as
may be directed by the National Company Law Tribunal, Mumbai Bench, (ii) the BSE Limited
and the National Stock Exchange of India Limited (iii) Securities and Exchange Board of
India (iv) Competition Commission of India and (v) any other regulatory approvals,
permissions, consents, sanctions, exemption as may be required under applicable laws,
regulations, guidelines in relation to the Scheme.
2) JSW Severfield Structures Limited and its Subsidiary JSW Structural Metal Decking
Limited (JSSL)
JSW Severfield Structures Limited (JSSL) is operating a facility to design, fabricate
and erect structural steel work and ancillaries for construction projects. These projects
have a total capacity of 55,000 TPA at Bellary, Karnataka. JSSL produced 58244 tonnes
(including job work) during FY 2021-22. JSSL's EBITDA increased to '65 crores from '41
crores crores in FY 2020-21. The profit after tax for the year also improved to '11 crores
versus a loss after tax of '16 crores in FY 2020-21.
JSW Structural Metal Decking Limited (JSWSMD), a subsidiary company of JSSL, is engaged
in the business of designing and roll forming of structural metal decking and accessories
such as edge trims and shear studs. The plant's total capacity is 10,000 TPA. In FY
2021-22, JSWSMD's EBITDA improved to '17 crores from '6 crores in FY 2020-21. The profit
after tax for the year was at '9 crores compared to '2 crores in FY 2020-21.
3) JSW Mi Steel Service Centre Private limited (MISI JV)
The Company and Marubeni-Itochu Steel signed a JV agreement on September 23, 2011 to
set up steel service centres in India. The JV Company had started the commercial operation
of its steel service centre in western India (near Pune), with 0.18 MTPA initial installed
capacity in March 2015. MISI JV has also commissioned its steel service centre in Palwal,
Haryana, with MISI JV 0.18 MTPA initial capacity. On May 24 2021, MISI
JV acquired JSW MI Chennai Steel Service Center Private Limited (formerly known as MI
Steel Processing India Private Limited) from Marubeni Itochu Inc. with processing capacity
of 0.10 MTPA
The service centre is equipped to process flat steel products, such as hot-rolled, cold
rolled and coated products. Such products offer just-in time solutions to automotive,
white goods, construction and other value added segments. In FY 2021-22, EBITDA was '51
crores as compared to '41 crores in FY 2020-21. MISI JV earned a profit after tax of '25
crores during the year as compared to '18 crores during FY 2020-21.
(D) Dividend
The Board of Directors of the Company had approved a Dividend Distribution Policy on
January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on
the Company's website: www.jsw.in/investors/investorrelations-steel.
In terms of the Policy, Equity Shareholders of the Company may expect dividend if the
Company has surplus funds and after taking into consideration the relevant internal and
external factors enumerated in the policy for declaration of dividend.
The policy also enumerates that efforts will be made to maintain a dividend payout
(including dividend distribution tax and dividend on preference shares, if any) in the
range of 15% to 20% of the consolidated net profits of the Company after tax, in any
financial year, subject to compliance of covenants with Lenders / Bond holders.
In line with the said policy, the Board of Directors has recommended dividend at '17.35
per equity share on the 241,72,20,440 equity shares of '1 each of the Company, for the
year ended March 31, 2022, subject to the approval of the Members at the ensuing Annual
General Meeting. This dividend payout ratio works out to 20% of the consolidated net
profit of the year ended March 31, 2022. The total outflow on account of equity dividend
will be '4,194 crores, vis a vis '1,571 crores paid for FY 2020-21.
Mainstreaming Sustainability in Business Imperatives
1) Sustainability Governance
Maintaining and preserving the environment is a key business objective for the Company.
The Company is aligned with the global steel industry's focus on reducing its
environmental impact and contributions toward climate change. Over the years, JSW Steel
has fortified its commitment to conserve natural resources, reduce emissions by
undertaking long-term measures like harnessing innovation, technology adoption and process
change. The Company has developed a sustainability framework based on 17 key areas which
embody the long-term Environmental, Social and Governance goals of the enterprise. The
focus areas have been identified through an extensive process of studying the impact and
the level of contribution required to be made. Furthermore, the Company has set targets
and goals that will aid the creation of long- term value for all stakeholders.
JSW Steel has also established a Board-level Business Responsibility / Sustainability
Reporting Committee which reviews the sustainability parameters every six months. In light
of the rapid developments related to climate change viz. technology, regulations,
taxation, investors' growing expectations, disclosures and so on, the Company has
constituted a Climate Action Group (CAG) with cross-functional expertise, encompassing
R&D, strategy, operations, communications etc. Facilitated by the Corporate
Sustainability Team, the CAG operates as a central think-tank, to formulate and drive the
climate change mitigation strategy and actions for the Company towards a low carbon road
ahead. With a seamless mechanism in place to review stakeholder issues periodically, the
Company has been undertaking extensive planning, process optimisation and investments in
technology and innovation to limit environmental risks.
Key areas of sustainability
• Climate Change
• Energy
• Resources
• Water resources
• Waste
• Water waste
• Air Emissions
• Biodiversity
• Local considerations
• Human rights
• Indigenous people
• Cultural heritage
• Business ethics
• Employee wellbeing
• Supply chain sustainability
• Sustainable mining
• Social sustainability
During the year, the Company raised $1 billion through the issuance of bonds in the US
bond markets through a Reg S/144A issuance. The issuance comprised two tranches of 5.5
years and 10.5 years, each for an amount of $500 million. The 10.5-year tranche was issued
as a Sustainability Linked Bond (SLB) where the company has committed to a target of
achieving <1.95 tonnes of CO2 per tonne of crude steel produced, by March
2030, representing a 23% reduction from its 2020 levels.
2) Tackling Climate Change
As an industry leader, JSW Steel understands its responsibility to contribute towards
creating a cleaner and sustainable planet for the future. The Company has developed a
climate action plan to improve its carbon emission intensity beyond India's Nationally
Determined Contributions (NDC) and achieve more than 42% reduction by 2030 from the base
year of 2005. JSW Steel aims to achieve this through:
• Improvement of input raw material quality through beneficiation
• Increased use of renewable energy and scrap
• Reducing coke in Blast Furnaces (BFs), increased Pulverised Coal Injection (PCI)
and Natural Gas (NG) use in BFs
• Energy efficiency and process efficiency improvements through best available
technologies
• Continue efforts and collaborations towards development of deep decarbonisation
technologies
The Company has an operating Carbon Capture Utilisation (CCU) plant at Salav facility,
which is capturing carbon from the exhaust gases generated by sponge iron operations,
treating and converting it to approximately 100 TPD CO2 (99.5% purity) and
which is being used in the food and beverage industry for use.
The Company has earmarked '10,000 crore over the next few years to decarbonise, the
initiatives include shifting to solar power for energy and increase the usage of scrap in
the steel making operations.
3) Energy
With a view to relook at the energy minimisation and ensure energy efficient business
processes, JSW Steel has been steadily transitioning to cleaner energy. The Company had
set a target of consuming around ~1,000 MW of renewable energy by 2030, and it has
progressed steadily towards achieving the same. JSW Steel has entered into a solar and
wind power purchase agreement through SPVs set up by JSW Energy Limited. JSW Steel will
acquire 26% stake in such SPVs, which will set up renewable power facilities with an
aggregate capacity of 958 MW, of which 225 MW was commissioned in April 2022.
4) Product Sustainability
JSW Steel obtained Environmental Product Declarations (EPD's) - Type III eco-labelling
for all finished products of its three integrated steel plants. EPDs will enable and
support the organisation to clearly communicate the quantified environmental information
to customers on the life cycle of products in a credible, comparable, and understandable
way.
5) Water Management
JSW Steel has set a target of achieving specific water consumption (in steel
production) of 2.21m3/ tcs by 2030. Currently, all the facilities follow Zero Liquid
Discharge principles. The major steel producing facilities of the JSW Steel operate in
water-stressed regions, and thus the Company consistently introduces process improvements
to ensure better water conservation and harvesting. The plants have extensive water
management plans in place which accelerate water conservation.
6) Air Emissions
The Company continues to upgrade and implement better pollution control systems while
seeking expansion and improvement in its plans. JSW Steel commissioned a dedusting system
of capacity 1,00,000 m3/h commissioned at RMHS in Vjayanagar, which covers
around 11 dust sources effectively and reduces work zone emissions. Similarly, dedusting
systems of capacity 1,20,000 m3/h and 90,000 m3/h were commissioned
at Pellet Plant -3 Product Storage Building and at Pellet Plant -3 HLS Building
respectively.
7) Biodiversity
With an aim to protect the biodiversity where it operates, JSW Steel aims to practice
prudent land use management. The Company also engages local environmental organisations
and societies to study the biodiversity impact and improve local flora and fauna.
Till date, JSW Steel Vijayanagar has planted around 18 lakh trees in an area of 2250
acres and plans to enhance the plantation to 24 lakh. The facility has also developed
greenery in an expansive stretch of 432 acre of degraded forest land adjacent to JSW Steel
Complex in association with Karnataka State Forest Department.
The Company has carried out study to determine the impact on flora and fauna of core
area. JSW Steel is planning to develop a Jubilee Park spread across 242 acres in
Vijayanagar to enhance biodiversity.
8) Corporate Social Responsibility
In line with the Group's philosophy of 'Better Everyday', JSW Steel has strived to
deliver on its responsibilities towards its communities, people and society at large. The
Company carries out its social and out of fence environmental initiatives through JSW
Foundation. The aim is to drive meaningful and sustainable change among communities
(Direct Influence Zones & Indirect Influence Zones) across eight cause areas.
JSW Foundation's interventions are oriented towards achieving better outcomes in the
local context by adopting SAMMS approach- Strategic, Aligned, Multi- stakeholder,
Measurable, Sustainable. The interventions aim to leverage the long-standing trust and
engagement with the communities to enable a self-sustaining ecosystem of well-being.
The interventions range from strengthening educational institutions to provisioning of
secondary & tertiary healthcare and strengthening of public health system, helping
communities to access basic sanitation & promoting hygiene, contributing towards water
and environment conservation, facilitating women-centric livelihoods and, promoting
agribusiness approach.
In the last four financial years, the Company has consistently increased the share of
CSR expenditure.
The CSR spend has increased every year from '53 crores in FY 2017-18 to '176.73 crores
in FY 2020-21. During the current financial year, the Company has spent an amount of
'200.34 crores towards CSR expenditure.
Envisioning and achieving progress across intervention areas
Education
The education programmes and initiatives focus on a spectrum of aspects, including the
construction and maintenance school infrastructure, interventions in early childhood
education, e-learning, scholarships, teacher training, remedial classes, additional
teacher support, career guidance, exposure to science and math activities, the provision
of science labs and libraries, and mid-day meals.
Health and nutrition
The efforts under this focus area aim to enhance health and nutrition services at all
levels of the healthcare systems by increasing awareness, contributing to infrastructure
development, and encouraging community engagement to support the nation's efforts.
Skills and livelihoods
The Company focuses on ground realities to increase the employability of graduates and
women in rural areas with innovative solutions and vocational trainings.
Water, environment and sanitation
The Company undertakes an integrated approach towards water, environment and sanitation
by ensuring access to safe drinking water, implementing long-term plans for sustainable
water resource management and enabling water security for domestic and agriculture usage
in communities.
Waste Management
JSW Foundation is aligned to the government's Swachh Bharat Mission and focuses on
reducing and eliminating the practice of mixed waste from its townships and Direct Impact
Zones (DIZ) villages.
Art, Culture & Heritage
The Company has focused on developing a long-term preservation and restoration strategy
to protect the country's heritage for future generations. Through active collaborations
with organisations and initiatives that preserve and promote the art, culture, and
heritage of India, JSW Foundation is involved in establishing art precincts, restoring
heritage structures, and preserving history.
Promoting Sports
JSW Steel has pioneered the success of rural sporting talent in India with focus on
providing holistic and integrated solutions ranging from infrastructure, equipment,
training of trainers to partnering with government bodies and other associations for
growth.
Pursuant to the of the Companies (Corporate Social Responsibilities Policy) Amendment
Rules, 2021, Company has adopted a revised CSR policy in line with the above amendment.
The policy has been approved by the Company's Board of Directors and the same is available
on the website of the Company at https://www.
jswsteel.in/investors/jsw-steel-investor-information-
corporate-social-responsibility-policy.
In view of the solid foundation laid for the long-term projects in this fiscal and the
envisioned scaling up of the on-going CSR projects, the Company will continue to create
value for its as well for a wider range of stakeholders. The disclosure as per Rule 9 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is annexed
to this Report as Annexure C.
9) Health and Safety
JSW Steel is committed to providing a healthy and safe working environment for the
employees, contractors, business associates and visitors on premises and community
impacted by its operations.
The Company aims to be compliant with all applicable health and safety legal
requirements and the world-class Occupational Health and Safety (OHS) management systems
are being implemented and maintained across the locations. JSW Steel has consistently
focused on safeguarding the lives of people, with an aim to create a zero harm working
environment.
JSW steel has launched ten JSW critical safety rules, which were developed based on the
criticality and past history of incidents. In order to create awareness on these rules, a
3D animated video was developed and was cascaded to all the sites for inclusion in the
Safety Induction process.
In the year FY 2021-22, JSW Steel launched 'Safety Hero Programme' to recognise the
employee and contract workers. The Safety Hero encourages safety behavoiur and compliances
with the set safety rules and procedures. Further, to strengthen the knowledge and
exposure of safety team towards international requirements and best practices, JSW Steel
has organised NEBOSH International General Certification training through British Safety
Council for safety professionals. First batch comprising of 20 employees were selected
from JSW Steel. The participants underwent training and appeared for exams.
As a part of ensuring contractor safety, a six-step contractor safety management
programme (CSM) has been established across all plants. In order to periodically assess
and improve the contractor's safety performance, a post assessment of contractor's safety
performance is carried out periodically (at least every 6 months) and rated for their
safety performance.
JSW Steel has developed a robust set of online safety training modules which
familiarise the employees with health and safety requirements. Using the reach and
convenience of digital tools, the Company has launched a Safety App and portal, which is
being used extensively across all sites. All safety processes have been digitised like
near miss and incident reporting, audit and inspection, safety observation, contractor
safety management and road safety.
10) Human Resources
JSW Steel takes immense pride in its organisational culture, one which has endured the
uncertainty of the last two years and utilised it as a competitive advantage to enable
continuous progress.
Safety, diversity, inclusion, and overall employee growth are the important values of
the organisational culture. In the last year, the Company focused on stringent adherence
to safety norms and Covid regulations across all its facilities. In FY 2021-22, JSW Steel
streamlined organisational structure, and introduced an initiative to revisiting the
grades in line with the current employment market, following which the grades were
redistributed and re-designated to bring parity between JSW Steel and market peers.
At JSW Steel, all employees have a variable component in their salary structure. The
nature (in terms of payout frequency, business parameters, weightage of business result vs
individual contribution, etc.) of the variable component may differ depending on business
category, department & employee's grade. For some employees, this component is called
PIB (production incentive bonus), for some it is Variable Pay & for few employees it
is categorised as Sales Incentive.
Keeping in line with the focus to encourage diversity in the workforce, JSW Steel aims
to enhance its gender diversity mix to 15% by FY 2024-25. In FY 2021-22, the Company has
successfully established two units exclusively operated and managed by women employees.
One of the coated products unit established at JSW Steel Vasind Works and finishing unit
at JSW Vijayanagar Works are end-to-end managed by women employees.
JSW Steel has been on a phenomenal growth journey and plans to grow manifold in the
coming decade.
With the strong belief in employee growth and well- being, the Company launched the
Shri OP Jindal ESOP Plan 2021 and Shri OP Jindal Samruddhi Plan 2021. The initiative has
provided Stock Options to all employees of JSW Steel right from the frontline workers to
the top management. This is one of the largest ESOP Schemes launched by an Indian company
and will contribute significantly to building long-term wealth for employees.
JSW Steel continued to focus on building, nurturing and retaining a talented workforce
during the year. The Company believes in developing the skills of workforce by providing
educational and on-the-job training, in addition to safety and organisational policies'
training.
Aligning with the JSW Steel's business strategy on Digitalisation, to improve
productivity and process efficiency, the HR function embarked on an exhaustive HR
Transformation journey. The aim is to transition seamlessly to a new age and data-driven
HR organisation powered by digital tools and processes. HR processes were updated through
cloud based SaaS HR platform, Darwinbox which ties in a mobile first employee experience
and increases technology penetration across the organisation. The platform provides a
well-rounded employee experience that consolidates employee data, approvals, and hire to
retire transactions at one place.
Awards
• Recognised as worldsteel Sustainability Champion for four years in a row for
implementing significant sustainable measures.
• JSW Steel received the Steelie Award in Excellence in Life Cycle Assessment
category for the project 'Using LCA to evaluate the environmental performance of new
product development and promotion' .
• Certified as Great Place to Work, and recognised as an employee-first
organization, continually evolving with innovative work culture practices.
• Recognised as Best Brand in 2021 by The Economic Times for commanding
popularity, recall success and mind awareness and the benefit of instant association.
• Won Gold for Occupational Health & Safety Award'21 with 4.5 star for overall
Occupational Health & Safety Management system.
• Became a member of worldsteel Sustainability Charter.
• JSW Steel joined the World Business Council for Sustainable Development.
• Maintained its Leadership level 'A-' in CDP Climate Change Ranking 2021 for
implementing a number of best practices under climate change.
Other Awards
Vijayanagar
• Won IIM National Sustainability Award for best quality, registering highest
product development, profit making, human resources management and environmental
performances during the year.
• Received IIM - TSL New Millennium Iron Award for outstanding and original
contribution in the area of blast furnace based iron making.
• Received Ispat Suraksha Puraskar - 2021 for no Fatal incidents during Calendar
Year 2019 & 2020 at Steel Melting Shops and continuous cast plants.
• Received the National Energy Efficiency Innovation Award 2021 for the project
Plastic Injection in Electric Arc Furnace.
Dolvi
• Bestowed with the coveted CII-EXIM Bank Award for Business Excellence 2021.
• Declared the winner of Golden Peacock Business Excellence Award for the year
2021 for business excellence & innovation.
• Bestowed with the Commendation for Significant Achievement in Environment
Management in the Steel plant category at the 16th CII-ITC Sustainability
Awards 2021.
• Received the 21st Annual Greentech Environment Award 2021 for
outstanding achievements in environment protection.
• Honoured with Golden Bird Platinum Award 2020 towards Excellence in Environment
Protection.
• Received Gold Occupational Health & Safety Award 2021 from OHSSAI
Foundation.
• Received Effective Safety Culture Award 2021 from Greentech Foundation for
outstanding and exemplary initiatives and practices in the areas of developing effective
safety culture
• Honoured with Platinum Award at the Third Occupational Health and Safety Award
by Indian Chamber of Commerce as a recognition of the organisation's best practices in the
sphere of health & safety.
• Won two Gold Awards from Grow Care India, one for Occupational Health &
Safety and the other for Fire Safety.
• Received Gold Award from Apex India Foundation, under Apex India Occupational
Health & Safety Award-2021.
Salem
• 9 teams won par Excellence awards and 1 team won Excellence award in the 46th
International Convention on Quality Control Circles (ICQCC)
• 13 teams won Par Excellence awards in the 35th National Convention on
Quality Concepts (NCQC).
• Won 1st Runner Up Award in IMC Ramkrishna Bajaj National Quality -MQH
Best Practice, as a recognition of the unit's achievements in the field of quality.
• Won the Par Excellence Award in 7th National Conclave on 5S conducted
by Quality Circle Forum of India (QCFI).
• 24 teams won Gold award and 2 teams won Silver award in the Chapter Convention
on Quality Concepts (CCQC) under the theme "Involving People through Quality concepts
to Make India Global Leader".
• Two teams won 1st category award Rhodium and one team won second
category award Platinum at 4th Poka -Yoke competition conducted by ABK- AOTS
DOSOKAI for implementing innovative Quality Control techniques.
• Steel Melt Shop won Gold award for Kaizen and Bar Rod Mill won the Silver award
for Kaizen in QCFI 5th Kaizen competition for implementing continuous
improvement in the manufacturing process.
• Received 5-star rating from British Safety Council for Excellence in Safety, for
successfully benchmarking the safety management standards of the Salem Plant with British
Safety Council 5-star audit criteria.
• Bagged Award of honour for implementing best practices in the field of Health
Safety and Environment from the National Safety Council.
• Received Green Tech Safety Award 2021 for the outstanding achievement in
OH&S practices and implementation.
• Won Platinum Award from Grow Care India Business Conclave Safety Awards 2021 for
best safety systems and procedures.
• Bagged the IIM sustainability Award 2020-21 under Secondary Steel / Alloy steel
category
• Won Platinum Award from Grow care India for Environmental Excellence and Gold in
Sustainability initiatives.
• Won Environmental Excellence Award in 15th Indian Chamber of Commerce
for displaying an excellent commitment towards environment management.
Corporate governance
1) Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit in the profit
and loss account. Accordingly, the Company has not transferred any amount to the
'Reserves' for the year ended March 31, 2022.
2) Prospects
Management Discussion and Analysis, covering prospects, is provided as a separate
section in the Annual Report.
3) Management Discussion and Analysis
Management Discussion and Analysis is provided as a separate section in the Annual
Report
4) Integrated Report
The Securities and Exchange Board of India (SEBI), in its circular dated February 6,
2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily
adopt Integrated Reporting (IR) from FY 2017-18.
The Company published its first Integrated Report the same year in line with the
International Integrated Reporting Framework laid down by the International Integrated
Reporting Council (IIRC). The framework pivots the Company's reporting approach around the
paradigm of value creation and its various drivers.
It also reflects the Company's belief in sustainable value creation while integrating a
balanced utilisation of natural resources and social development in its business
decisions. An Integrated Report intends to give a holistic picture of an organisation's
performance and prospects to the providers of financial capital and other stakeholders. It
is thus widely regarded as the future of corporate reporting.
The previous Integrated Reports of the Company have been well-received by various
stakeholders and have been recognised internationally for its disclosures. Over the past
four years, the reporting approach of the Company has further evolved. Together with the
integrated reporting framework, its disclosures have been mapped with other leading
frameworks and guidelines.
These include:
• Global Reporting Initiative (GRI) Standards
• United Nations Sustainable Development Goals (UN SDGs)
• Carbon Disclosure Project (CDP)
• Principles under United Nations Global Compact (UNGC)
• National Guidelines on Responsible Business Conduct (NGRBC)
The necessary disclosures under these guidelines, together with the articulation of
Company's approach to long-term value creation, has improved the Company's corporate
reporting practices.
5) Corporate Governance Report
JSW Steel has complied with the requirements of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding
corporate governance. A report on the Company's Corporate Governance practices and the
Auditors' Certificate on compliance of mandatory requirements thereof are given as an
annexure to this Report and the same is also available on the website of the Company at
https://www.jswsteel.in/investors/ jsw-steel-governance.
6) Business Responsibility/Sustainability Report
The Company is committed to pursuing its business objectives ethically, transparently
and with accountability to all its stakeholders. It believes in demonstrating responsible
behaviour while adding value to the society and the community, as well as ensuring
environmental well-being from a long-term perspective.
The Business Responsibility Report (BRR) of the Company was being presented to the
stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 describing
the environmental, social and governance initiatives taken by the Company. In its circular
dated February 6, 2017, SEBI has further advised the top 500 listed companies (by market
capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.
Subsequently SEBI vide its Notification dated December 26, 2019 and consequent amendments
carried out to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, has made the Business Responsibility and
Sustainability Report (BRSR) applicable to the top 1,000 listed entities (by market
capitalisation) for reporting on a voluntary basis for FY 2021-22 and on a mandatory basis
from FY 2022-23. The Company will be presenting the BRSR to the stakeholders of the
Company as part of this Annual Report.
As stated earlier in the Report, the current financial year marks the fifth year of the
Company's transition towards Integrated Reporting, focusing on the 'capitals approach' of
value creation.
The fifth Integrated Report includes the Company's performance as per the IR framework
for the period April 1, 2021 to March 31, 2022. The Company has also provided the
requisite mapping of principles of the National Guidelines on Responsible Business Conduct
to fulfil the requirements of the BRSR as per SEBI's directive. The Report which forms a
part of the Annual Report, can along with all the related policies, be also viewed on the
Company's website https://www. jswsteel.in/investors/steel.
7) Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mr. Jayant Acharya (DIN 00106543),
retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers
himself for re- appointment.
Ms. Fiona Jane Mary Paulus (DIN 09618098), who was appointed as an Additional Director
of the Company, in the category of Independent Director, by the Board of Directors with
effect from May 27, 2022, in terms of Section 161 of the Companies Act, 2013 and Article
123 of the Company's Articles of Association, holds office until the date of this Annual
General Meeting. The Company has received a notice under Section 160 of the Companies Act,
2013 from a member proposing her candidature for the office of Director, in the category
of Independent Director, for a term up to 26th May 2027. A brief profile of Ms.
Fiona Jane Mary Paulus is given in the notice convening the 28th Annual General
Meeting, for the perusal of the shareholders.
Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 27th May, 2022, has subject to the approval of
the members at the forthcoming 28th Annual General Meeting of the Company
scheduled on 20 July, 2022, approved the re- appointment of Mr. Sajjan Jindal. (DIN
00017762) as the Managing Director of the Company, for a period of five years, with effect
from 07.07.2022.
The proposals regarding the re-appointment of the aforesaid Directors are placed for
approval by the Shareholders.
Dr. Vinod Nowal, Dy. Managing Director (DIN No. 00046144), after close to four decades
with the Group, superannuated at the age of 66 years from the services of the Company with
effect from the close of business hours of 29th April 2022, upon completion of
his tenure on the same day as a Whole-time Director, designated as Dy. Managing Director.
Consequently, he has also stepped down from the Board as a Director.
Following the superannuation of Dr. Vinod Nowal, Mr. Jayant Acharya, who was appointed
as a Whole time Director of the Company, designated as Director (Commercial &
Marketing) of the Company, for a period of five years, i.e., from 07th May,
2019 to 06th May 2024, has been re-designated as Deputy Managing Director w.e.f
May, 27 2022, on account of change in his role and responsibilities, based on the
recommendations of the Nomination and Remuneration Committee.
Mr. Seturaman Mahalingam has been appointed as the Lead Independent Director in place
of Late Mr. Malay Mukherjee w.e.f May 27, 2022.
Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC)
had nominated Mr. K P Mohanraj, IAS (DIN 06965604) as its nominee on the Company's Board
with effect from 21st October, 2021 in place of Dr. V Ram Prasath Manohar, IAS
(DIN 08079851) whose nomination was withdrawn w.e.f. 16th October, 2021. KSIIDC
subsequently withdrew the nomination of Mr. K P Mohanraj and nominated in his place Dr. M.
R. Ravi, IAS (DIN 08254276) as its nominee on the Company's Board with effect from 21st
January, 2022.
The Directors place on record their deep appreciation of the valuable services rendered
by Dr. Vinod Nowal, Dr. V Ram Prasath Manohar, IAS and Mr. K P Mohanraj, IAS during their
tenure on the Board of the Company.
DEMISE OF DIRECTOR:
With profound sadness and grief, the Directors report the sad demise of Mr. Malay
Mukherjee, Independent Director, aged 74 years, on Saturday, January 29, 2022. Mr.
Mukherjee who was appointed on the Board of the Company on 29th July 2015 as an
Independent Director and later as the Lead Independent Director had over 40 years of
experience in a range of technical, commercial, and managerial roles in the mining and
steel industry. The Company immensely benefitted from his vision and leadership during his
tenure both as a Member of the Board of Directors and as a Member of Various Board
Committees especially as Chairman of the Project Review Committee. His mentorship to
senior colleagues in the organisation is irreplaceable and remains a source of inspiration
for ever. Mr. Mukherjee's passing away will be an irreparable loss to the Company and the
entire steel fraternity. The Board conveys its deep sympathy, sorrow and condolences to
his family and places on record. Its deep appreciation of the valuable services rendered
by Mr. Malay Mukherjee during his tenure on the Board of the Company.
In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors of the Company have enrolled themselves on the Independent
Directors' Databank as on the date of this Report and will undergo the online proficiency
self- assessment test within the specified timeline unless exempted under the aforesaid
Rules.
There were no changes in the Key Managerial Personnel of the Company during the year
under review.
8) Particulars of Employees
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
(i) The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2021-22, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2021-22 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are as under:
| Sr. No. Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for financial year 2021-22 (' in crores) |
% Increase/ (Decrease) in Remuneration in the Financial Year 2021-22 |
Ratio of remuneration of each Director/ to median remuneration of
employees |
Comparison of the Remuneration of the KMP against the performance of the Company |
| 1. Sajjan Jindal Chairman a Managing Director |
134.80 |
0% |
1859:1 |
Profit before tax (before exceptional items) increased by 102% in financial year
2021-22 |
| 2. Seshagiri Rao MVS Joint Managing Director a Group CFO |
6.28 |
0% |
87:1 |
|
| 3. Dr. Vinod Nowal Dy. Managing Director |
4.87 |
0% |
67:1 |
|
| 4. Jayant Acharya Director ( Commercial & Marketing ) |
4.53 |
8.5% |
62:1 |
|
| 5. Rajeev Pai Chief Financial Officer |
2.40 |
7% |
N.A. |
|
| 6. Lancy Varghese Company Secretary |
0.91 |
16.4% |
N.A. |
|
(ii) The median remuneration of employees of the Company during the financial year was
'7.25 lakhs.
(iii) In the Financial year, there was an increase of 4.26% in the median remuneration
of employees;
(iv) There were 13,483 permanent employees on the rolls of Company as on March 31,
2022;
(v) Relation between average increased in remuneration and company performance: - The
Profit before Tax (before exceptional items) for the financial year ended March 31, 2022
increased by 102% whereas the increase in median remuneration was 4.26%. The average
increase in median remuneration was in line with the market trends.
(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the
performance of the Company:
The total remuneration of Key Managerial Personnel increased by 72.31% from '89.25
crores to '153.79 crores which includes the profit linked commission to Chairman &
Managing Director of '121.70 crores (Previous Year '60.42 crores)
Key Managerial Personnel remuneration excluding the profit linked commission to
Chairman & Managing Director increased by 11.30%(From '28.83 crores in FY 2020-21 to
'32.09 crores in FY 2021-22) increase of 11.30% is mainly on account of yearly salary
increment, restoration of previous year salary moderation and one-time Chairman Bonus
during the year. Profit before Tax before exceptional items increased by 102% to '25,437
crores in FY 2021-22 ('12,582 crores in FY 2020-21).
Remuneration of the Key Managerial Personnel as % of Profit before tax (before
exceptional items) is 0.60 %. a) Market capitalisation of the Company & Price Earnings
ratio:
| Date |
Market Price ' |
Face value of Share ' |
EPS in ' |
P/E Ratio |
Market Capitalisation ' |
% Change |
| March 31,2021 |
468.45 |
1 |
34.92 |
13.41 |
112,698 |
|
| March 31,2022 |
732.65 |
1 |
69.48 |
10.54 |
175,873 |
56.06% |
The Company has made initial public offer in the year 1995 for '10/- per share at par.
Subsequent to sub-division of equity shares on 06/01/2017, the face value of share of the
Company was reduced from '10/- to '1/- .The market price of the Company share as on March
31, 2022 is '732.65.
(vii) Average percentage increase made in the salaries of employees other than the
managerial personnel in FY 2021-22 was 8.29%.
(viii) The key parameter for the variable component of remuneration in case of the
Chairman and Managing Director is linked with Company performance. In case of other key
managerial personnel(s) the same is linked with Company performance and Individual
performance.
(ix) The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year - Not Applicable.
(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given in Annexure E to this Report. Further, the report and the accounts
are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of
the Act, the said annexure is open for inspection and any Member interested in obtaining a
copy of the same may write to the Company Secretary.
9) Policy on Directors' Appointment and Remuneration
Matching the needs of the Company and enhancing the competencies of the Board are the
basis for the Nomination and Remuneration Committee to select a candidate for appointment
to the Board.
The current policy is to have a balanced mix of executive and non-executive Independent
Directors to maintain the independence of the Board and separate its functions of
governance and management. As at March 31, 2022 the Board of Directors comprised of 11
Directors, of which seven are non-executive, including two women directors and two Nominee
Directors. The number of Independent Directors is five.
The policy of the Company on Directors' appointment, including criteria for determining
qualifications, positive attributes, independence of a Director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by
the Nomination Policy. The remuneration paid to the directors is in accordance with the
remuneration policy of the Company.
More details on the Company's policy on director's appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms a part of this report.
10) Declaration of Independent Directors
The Company has received necessary declaration from each of the Independent Directors
under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
11) Board Evaluation
The Board carried out an annual performance evaluation of its own performance, the
performance of the Independent Directors individually as well as the evaluation of the
working of the Committees of the Board. The performance evaluation of all the Directors
was carried out by the Nomination and Remuneration Committee. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. Details of the same are given in the Report on Corporate Governance annexed
hereto.
12) Auditors and Auditor's Report
(A) STATUTORY AUDITOR'S AND AUDIT REPORT
At the Company's 23rd AGM held on June 29, 2017, M/s. S R B C & CO. LLP
(324982E / E300003), Chartered Accountants, were appointed as the Statutory Auditors of
the Company for a term of 5 years to hold office from the conclusion of the 23rd Annual
General Meeting until the conclusion of the 28th Annual General Meeting of the
Company.
The Board of Directors at its meeting held on 27th May, 2022 has recommended
the appointment of M/s. S R B C & CO. LLP Chartered Accountants, as the Statutory
Auditors of the Company for a second term of 5 years to hold office from the conclusion of
the ensuing 28th AGM until the conclusion of the 33rd AGM of the
Company to be held in the calendar year 2027.
M/s. S R B C & CO. LLP have expressed their willingness to be re-appointed as
Statutory Auditors of the Company. They have further confirmed that their appointment, if
made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act,
2013 and that they are not disqualified for appointment. Accordingly, the proposal for
their re-appointment as the Statutory Auditors of the Company, from the conclusion of the
ensuing 28th AGM until the conclusion of the 33rd AGM of the Company
to be held in the calendar year 2027, in terms of Section 139(1) of the Companies Act,
2013, is placed for Shareholders approval.
The Notes on financial statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditor's Report for the
year under review does not contain any qualification, reservation, adverse remark, or
disclaimer.
The Statutory Auditors have not reported any instance of fraud committed in the Company
by its Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this Report.
(B) COST RECORDS & COST AUDITOR
Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to
maintain cost records as specified by the Central Government and accordingly such accounts
and records are made and maintained.
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost
accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held
on 27th May, 2022 has on the recommendation of the Audit Committee,
re-appointed M/s. Shome & Banerjee, Cost Accountants to conduct the audit of the cost
accounting records of the Company for FY 2022- 23 on a remuneration of '18,50,000 plus
taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The
remuneration is subject to the ratification of the Members in terms of Section 148 read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed
before the Shareholders for ratification. The due date for filing the Cost Audit Report of
the Company for the financial year ended March 31, 2021 was September 30, 2021 and the
Cost Audit Report was filed in XBRL mode on August 17, 2021.
(C) SECRETARIAL AUDITOR & SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. S. Srinivasan & Co., a firm of Company Secretaries in Practice, to
undertake the Secretarial Audit of the Company for the FY 2021 - 22. The Report of the
Secretarial Audit is annexed herewith as Annexure B. The report does not contain any
observation or qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
The Board, at its meeting held on 27th May, 2022, has re-appointed M/s. S.
Srinivasan & Co., as Secretarial Auditor, for conducting Secretarial Audit of the
Company for FY 2022-23.
Secretarial Audit of Material Unlisted Indian Subsidiary
a) JSW Steel Coated Products Limited
M/s. Vanita Sawant & Associates, Practicing Company Secretaries, had undertaken
secretarial audit of the Company's material subsidiary i.e., JSW Steel Coated Products
Limited for the FY 2021 - 22. The Audit Report confirms that the material subsidiary has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there
were no deviations or non-compliances. As per the provisions of Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Report of the Secretarial Audit is annexed herewith as Annexure B
1.
Annual Secretarial Compliance Report
During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India. The
Company has also undertaken an audit for the FY 2021 - 22 pursuant to SEBI Circular No.
CIR/CFD/ CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and Circular/ Guidelines issued
thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the
Stock Exchanges on May 13, 2022 which is within 60 days of the end of the financial year
ended March 31, 2022.
13) Risk Management
The Company follows the globally recognised 'COSO' framework of Enterprise Risk
Management (ERM). ERM brings together the understanding of the potential upside and
downside of all those factors which can affect the organisation with an objective to add
maximum sustainable value to all the activities of the organisation and to various
stakeholders.
The Company recognises that the emerging and identified risks need to be managed and
mitigated to -
• Protect its shareholders and other stakeholders' interest
• Achieve its business objective
• Enable sustainable growth
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies
Act, 2013, the Company has a Risk Management Framework in place. It has constituted a
sub-committee of Directors to oversee the ERM framework to ensure resilience such that -
• Intended risks are taken prudently so as to plan for the best and be prepared
for the worst
• Execution of decided strategies and plan with focus on action
• Unintended risks like performance, incident, process and transaction risks are
avoided, mitigated, transferred (like in insurance) or shared (like through
sub-contracting). The probability or impact thereof is reduced through tactical and
executive management, policies, processes, inbuilt systems controls, MIS, internal audit
reviews etc.
14) Internal Controls, Audit And Internal Financial Controls
The Company has a robust system of internal control, commensurate with the size and
nature of its business and complexity of its operations.
Internal control: The system of internal control includes following significant
features.
• Preparation of annual budgets and its regular monitoring.
• Control over transaction processing and ensuring integrity of accounting system
by deployment of integrated ERP system.
• Well documented authorisation matrix, policies, procedures and guidelines
covering all important operations of the company.
• Deployment of compliance tool to ensure compliance with laws, regulations and
standards.
• Ensuring reliability of financial information by testing of internal financial
controls over reporting by internal auditors and statutory auditors.
• Adequate insurance of company's assets / resources to protect against any loss.
• A comprehensive Information Security Policy and continuous updation of IT
systems.
• Over sight by Board appointed Audit Committee which comprises of Independent
Directors who are experts in their field.
The Audit Committee regularly reviews audit plans, significant audit findings, adequacy
of internal controls and monitors implementation of audit recommendations.
Internal audit
The Company has a strong and independent internal audit function that inculcates global
best standards and practices of international majors into the Indian operations. Internal
Audit Department consists of professionally qualified accountants and engineers. The Chief
Internal Auditor reports directly to the Chairman of Audit Committee. The Department has
successfully integrated the COSO framework in its audit process to enhance the quality of
its financial reporting, compatible with business ethics, effective controls and
governance.
The Company extensively practices delegation of authority across its team, which
creates effective checks and balances within the system to arrest all possible gaps. The
internal audit team has access to all information in the organisation - this is largely
facilitated by ERP implementation across the organisation.
Audit plan and execution
At start of the year, Internal Audit Department prepares an Annual Audit Plan after
considering Business and Process Risks. The frequency of the audit is decided by risk
ratings of areas/functions. The audit plan is carried out by the internal team and
reviewed periodically to include areas that have assumed significant importance in line
with the emerging industry trend and the aggressive growth of the Company. In addition,
the company uses services of external expert firms including reputed accounting firms to
conduct audit of few critical areas.
Internal financial controls
As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall
responsibility for ensuring that the Company has implemented a robust system and framework
of internal financial controls.
The Company had already developed and implemented a framework for ensuring internal
controls over financial reporting. This framework includes entity-level policies,
processes controls, IT General Controls and Standard Operating Procedures (SOP) for each
of the processes.
The entity-level policies include antifraud policies (such as code of conduct, conflict
of interest, confidentiality and whistle blower policy) and other polices (such as
organisation structure, insider trading policy, HR policy, IT security policy, treasury
policy and business continuity and disaster recovery plan). The Company has also prepared
risk control matrix for each of its processes such as procure to pay, order to cash, hire
to retire, treasury, fixed assets, inventory, manufacturing operations, etc.
These internal controls are reviewed by Internal and Statutory Auditors every year. The
Company has carried out evaluation of design and effectiveness of these controls and noted
no significant material weaknesses or deficiencies which can impact financial reports.
15) Fixed Deposits
The Company has not accepted any fixed deposits from the public. Therefore, it is not
required to furnish information in respect of outstanding deposits under Non-banking,
Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules,
2014.
16) Share Capital
The Company's Authorised Share capital during the financial year ended March 31, 2022,
remained at '9015,00,00,000 (Rupees Nine Thousand Fifteen crores only) consisting of
6015,00,00,000 (Six Thousand Fifteen crores) shares of ' 1/- (Rupee One only) each and
300,00,00,000 (Three Hundred crores) preference shares of '10/- (Rupees Ten only) each.
The Company's paid-up equity share capital remained at '241,72,20,440 comprising of
241,72,20,440 equity shares of '1 each whereas the paid-up preference share capital of the
Company as at the financial year ended March 31, 2022 is Nil.
17) Foreign Currency Bonds
As on March 31, 2022, the outstanding Notes issued by the Company aggregate to US$ 2.40
billion and outstanding Notes issued by the Company's subsidiary aggregate to US$ 790
million. All the outstanding Notes issued in the international market are listed on the
Singapore Exchange Securities Trading Limited (the "SGX-ST").
18) Issuance of Non-Convertible Debentures
During the year under review, the Company issued and allotted 8.76% Rated, Listed,
Secured, Redeemable, Non-Convertible Debentures (NCDs) of '10 lacs each of the Company,
aggregating to '1,000 Crores (Rupees One Thousand crores) to Investors on private
placement basis.
As on March 31, 2022, the outstanding NCDs issued by the Company aggregate to '9,670
Crore and outstanding NCD's issued by the Company's subsidiary aggregate to '2,500 crores.
All the outstanding NCDs are listed on BSE Limited.
19) Credit Rating
In September 2021, Moody's Investors Service has revised the outlook on the Company's
and Periama Holdings LLC 's ratings to positive from stable. Moody's has also affirmed Ba2
Corporate Family Rating (CFR) and its Ba2 senior unsecured notes rating. At the same time,
Moody's has also affirmed the Ba2 guaranteed backed senior unsecured rating on Periama
Holdings LLC and the Ba2 rating on the $40 million guaranteed revenue bonds issued by
Jefferson County Port Authority.
In May 2022, Fitch Ratings has upgraded the Company's Issuer Default Rating (IDR) to
'BB' from 'BB-'. The Outlook is Stable. The agency has also upgraded the rating on the
outstanding bonds of the Company and its subsidiary Periama Holdings, LLC, to 'BB' from
'BB-'.
In July 2021, CARE Ratings Ltd. has upgraded the Company's Issuer Rating and rating for
Long Term Bank Facilities and Non-Convertible Debentures to "CARE AA"; Stable
Outlook from "CARE AA-"; Stable Outlook and has reaffirmed the ratings for the
Short Term Bank facilities and Commercial Paper at "CARE A1+".
In August 2021, ICRA Limited Ltd. has upgraded the Company's rating for Long Term Bank
Facilities and Non-Convertible Debentures to "[ICRA] AA"; Stable Outlook, from
"[ICRA] AA- "; Positive Outlook and has reaffirmed the ratings for the Short
Term Bank facilities and Commercial Paper at "[ICRA] A1+".
In March 2022, India Ratings and Research has affirmed the Company's Long-Term Issuer
Rating at 'IND AA' with Stable Outlook.
20) Employee Stock Ownership Plan
The Board of Directors of the Company, at its meetings held on January 29, 2016 and May
21, 2021, formulated the JSWSL Employees Stock Ownership Plan - 2016 ("ESOP 2016
Plan") and the Shri. OP Jindal Employees Stock Ownership Plan (JSWSL) - 2021
("OPJ ESOP Plan") respectively, to be implemented through the JSW Steel
Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and
retain talented human resources by offering them the opportunity to acquire a continuing
equity interest in the Company, which will reflect their efforts in building the growth
and the profitability of the Company. These ESOP Plans involve acquisition of shares from
the secondary market.
ESOP 2016 Plan
A total of 2,86,87,000 (Two crores Eighty-Six Lakhs Eighty-Seven Thousand) options were
available for grant to the eligible employees of the Company and its Director(s),
excluding Independent Directors and promoter Directors, and a total of 31,63,000
(Thirty-One Lakh Sixty Three Thousand) options were available for grant to the eligible
employees of the Indian Subsidiaries of the Company and their Director(s), excluding
Independent Directors, under the ESOP 2016 Plan.
Accordingly, 1,59,44,271 options have been granted over a period of three years under
this plan by the JSWSL ESOP Committee to the eligible employees of the Company and its
Indian subsidiaries, including the Whole-time Directors of the Company.
OPJ ESOP Plan
A total of 47,00,000 (Forty Seven lakhs only) options were available for grant to the
eligible employees of the Company and its Director(s), excluding Independent Directors and
promoter Directors, and a total of 3,00,000 (Three lakhs only) options were available for
grant to the eligible employees of the Indian Subsidiaries of the Company and their
Director(s), excluding Independent Directors, under the OPJ ESOP Plan.
Accordingly, 13,35,285 options have been granted during FY 2021-22 under this plan by
the JSWSL ESOP Committee to the eligible employees of the Company and its Indian
Subsidiaries, including the Whole-time Directors of the Company.
The details of the ESOPs granted to Whole-time Directors of the Company is as given in
the table below. The grant of ESOPs to the Whole-time Directors of the Company has been
approved by the Nomination and Remuneration Committee and the Board.
|
|
No. of Options Granted to Whole-time Directors of the
Company |
| JSWSL ESOP Committee Meeting |
Total No. of options granted |
Mr. Seshagiri Rao M.V.S |
Dr. Vinod Nowal |
Mr. Jayant Acharya |
|
|
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
| May17, 2016 (1st Grant) |
7,436,850 |
1,92,680 |
- |
1,79,830 |
- |
1,79,830 |
- |
| May 16, 2017 (2nd Grant) |
5,118,977 |
1,27,968 |
- |
1,27,968 |
- |
1,19,436 |
- |
| May 15, 2018 (3rd Grant) |
3,388,444 |
87,841 |
- |
87,841 |
- |
81,985 |
- |
| Total |
1,59,44,271 * |
4,08,489 |
- |
3,95,639 |
- |
3,81,251 |
- |
| August 7, 2021 (1st Grant) |
13,03,401 |
|
11,667 |
- |
11,667 |
- |
11,667 |
| January 31, 2022 (1st Supplementary grant) |
8,900 |
- |
- |
- |
- |
- |
- |
| March 31, 2022 (2nd Supplementary grant) |
22,984 |
- |
- |
- |
- |
- |
- |
| Total |
13,35,285** |
- |
11,667 |
- |
11,667 |
- |
11,667 |
* ESOP 2016 Plan ** OPJ ESOP Plan.
The applicable disclosures relating to ESOP plan of 2021, as stipulated under the ESOP
Regulations, pertaining to the year ended 31 March, 2022, is posted on the Company's
website at http://www.jsw.in/investors/ investor-relations-steel and forms a part of this
Report.
Voting rights on the shares, if any, as may be issued to employees under the aforesaid
ESOP Plans are to be exercised by them directly or through their appointed proxy, hence,
the disclosure stipulated under Section 67(3) of the Companies Act, 2013 is not
applicable.
There is no material change in the aforesaid ESOP Plans and the same are in compliance
with the ESOP Regulations.
The Certificate from the Statutory Auditors of the Company certifying that the
Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations
and the resolution passed by the Members, would be available for inspection during the
meeting in electronic mode and the same may be accessed upon login to
https://evoting.kfintech.com.
21) JSWSL Employees Samruddhi Plan 2019
The JSWSL Employees Samruddhi Plan 2019 ("Plan") was approved by a special
resolution passed by the shareholders of the Company by way of a postal ballot on May 17,
2019. The Plan which was effective from April 1, 2019 was a one-time scheme applicable
only for permanent employees of the Company, working in India (excluding an employee who
is a promoter or a person belonging to the promoter group, a probationer and a trainee) in
the grade L01 to L15 ("Eligible Employee"), who were not covered under the
earlier JSWSL Employees Stock Ownership Plan - 2016.
The Indian subsidiary companies had a similar scheme to cover their employees. The
Company, in terms of the applicable provisions of the Companies Act, 2013
("Act"), the rules framed thereunder and all other applicable rules and
regulations, including those issued by the SEBI, to the extent applicable, had implemented
the Plan, wherein the Eligible Employee was eligible to acquire equity shares of face
value '1 each directly from the open market by availing a loan provided by a bank /
non-banking financial institution ("Lending Agency") and a broker identified by
the Company to facilitate acquisition of equity shares by the Eligible Employees under the
Plan. The interest on the loan was serviced by the Company and the Eligible Employee in
the ratio of 3:1 (the Company serviced 75% of the total interest liability owed to the
Lending Agency and the balance 25% was serviced by the Eligible Employee).
The Plan was being administered through the existing JSW Steel Employee Welfare Trust
in accordance with applicable laws. The number of equity shares that were the subject
matter of the Plan in terms of the approval accorded by the Members by way of a postal
ballot on May 17, 2019, was 1,24,97,000 representing 0.517% of the issued equity share
capital of the Company.
As on March 31, 2021, the outstanding number of shares under the Plan stood at
66,98,000 shares subscribed by 5,638 employees.
The period of two years expired in FY 2021-22 and the Plan stands closed as on
31.03.2022. After expiry of the said period of two years and in terms of the Plan, the
Eligible Employees who had participated in the Plan, have either repaid the entire loan
amount, after which the equity shares have become free of the lien, or the Lending Agency
has recovered the principal amount by selling the equity shares and transferred the
difference, if any, between the principal amount and the sale value (i.e. market price as
on the date of the sale x. no. of equity shares sold) to the Eligible Employee.
22) Shri. OP Jindal Samruddhi Plan - 2021
JSWSL Shri. O.P.JINDAL SAMRUDDHI PLAN 2021 ("JSWSL OPJ Samruddhi Plan 2021 /
Plan") was approved by a special resolution passed by the shareholders of the
Company on July 21, 2021. The Plan is a one-time scheme applicable only for permanent
employees of the Company and its Indian Subsidiaries, working in India (excluding a
probationer and a trainee) in the grade L01 to L15 ("Eligible Employee"), who
are not covered under the Shri. OP Jindal Employees Stock Ownership Plan (JSWSL) - 2021.
Grant of stock options under the Plan shall be as per the terms and conditions as may
be decided by the ESOP Committee from time to time in accordance with the provisions of
Companies Act, 2013, the rules made thereunder and the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 ("ESOP Regulations").
The Plan implemented through the JSW Steel Employees Welfare Trust ("ESOP Trust")
involves acquisition of equity shares of the Company from the secondary market for this
purpose.
A total of 67,00,000 options would be available for grant to the eligible employees of
the Company and a total of 13,00,000 options would be available for grant to the eligible
employees of the Indian Subsidiaries of the Company, under the Plan.
Accordingly, 79,09,150 options have been granted during FY 2021-22 under this plan by
the JSWSL ESOP Committee to the eligible employees of the Company and its Indian
Subsidiaries.
23) Directors' Responsibility Statement
Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of
the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, state and confirm that:
a) In the preparation of the annual accounts, the applicable Accounting Standards have
been followed, along with proper explanation relating to material departures.
b) Such accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent to give a true and fair view
of the Company's state of affairs as on March 31, 2022 and of the Company's profit or loss
for the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual financial statements have been prepared on a Going Concern Basis.
e) Internal financial controls were laid down to be followed and that such internal
financial controls were adequate and operating effectively.
f) Proper systems were devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
24) Related Party Transactions
All Related Party Transactions (RPT) that were entered into during the financial year
were at arm's length basis and predominantly in the ordinary course of business. Specific
approvals as required under the Companies Act 2013 has been obtained for transactions that
are not in the ordinary course of business.
The policy on dealing with RPT as approved by the Board is uploaded on the Company's
website (https://www. jsw.in/investors/investor-relations-steel).
SEBI carried out amendments to the SEBI (LODR) Regulations, 2015 (SEBI Listing
Regulations) vide the SEBI (Listing Obligations and Disclosure Requirements) (Sixth
Amendment) Regulations, 2021 wherein certain amendments into force from April 1, 2022
while remaining would come into force from April 1, 2023.
Regulation 23(4) states that all RPTs with an aggregate value exceeding '1,000 crores
or 10% of annual consolidated turnover of the Company as per the last audited financial
statements of the Company, whichever is lower, shall be treated as Material Related Party
Transaction (MRPTs) and shall require approval of shareholders by means of an ordinary
resolution. The provisions of Regulations 23(4) requiring approval of the shareholders are
not applicable for the RPTs entered into between a holding company and its wholly owned
subsidiary and RPT transactions entered into between two wholly-owned subsidiaries of the
listed holding company, whose accounts are consolidated with such holding company and
placed before the shareholders at the general meeting for approval
The said limits are applicable, even if the transactions are in the ordinary course of
business of the concerned company and at an arm's length basis. The amended Regulation
2(1)(zc) of the SEBI Listing Regulations has also enhanced the definition of related party
transactions which now includes a transaction involving a transfer of resources, services
or obligations between a listed entity or any of its subsidiaries on one hand and a
related party of the listed entity or any of its subsidiaries on the other hand,
regardless of whether a price is charged or not.
Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the
threshold of '1,000 crores shall require approval of the Shareholders of the Company with
effect from April 1, 2022.
The Board of Directors in its meeting held on May 27, 2022 approved a revised Related
Party Transaction policy to incorporate the regulatory amendments to the SEBI Listing
Regulations. The updated Policy can be accessed on the Company's website as mentioned
above.
The policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and Related Parties. This policy
specifically deals with the review and approval of RPTs, keeping in mind the potential or
actual conflicts of interest that may arise because of entering into these transactions.
All RPTs are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for RPTs that are of repetitive nature and / or entered in the
ordinary course of business and are at arm's length. All RPT are subjected to independent
review by a reputed accounting firm to establish compliance with the requirements of RPT
under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The disclosure of Material RPT is required to be made under Section 134(3)(h) read with
Section 188(2) of the Companies Act, 2013 in Form AOC 2. The details of the material RPT,
entered into during the year by the Company as per the policy on RPTs approved by the
Board, is given in Annexure D to this Report.
Please refer to Note No 39 to the Standalone financial statements, which sets out
related party disclosures.
The Company is seeking Shareholders approval for Material Related Party transactions
(MRPTs) to be entered by the Company as set out in the accompanying Notice to the
shareholders for approval. The Audit Committee of the Company has approved these MRPTs and
further noted that these MRPTs transactions are at an arms' length basis and in the
ordinary course of business of the Company. Accordingly, basis the approval of the Audit
Committee, the Board of Directors recommend the resolutions contained in the Notice for
approval of the shareholders.
25) Disclosures
(A) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, five Board Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013 and Regulations 17 of the
Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements)
Regulation, 2015.
(B) AUDIT COMMITTEE
Pursuant to the reconstitution of the Audit Committee by the Board in its meeting held
on 27.05.2022, the Audit Committee comprises of three Non-Executive Independent Directors.
Mr. Seturaman Mahalingam is the Chairman of the Audit Committee. The Members possess
adequate knowledge of Accounts, Audit, Finance, etc. The composition of the Audit
Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation
18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015. There are no recommendations of the Audit Committee that
have not been accepted by the Board.
(C) COPY OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are
placed on the website of the Company and is accessible at the web-link:
http://www.jsw.in/investors/investor- relations-steel.
(D) whistle blower policy / vigil mechanism
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal
with instances of fraud and mismanagement, if any. Details of the same are given in the
Corporate Governance Report.
(E) particulars of loans, guarantees or INVESTMENTS UNDER SEC. 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
(F) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
tribunals IMPACTING THE GOING CONCERN status AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunals
that could impact the going concern status of the Company and its future operations.
However, Members' attention is drawn to the statement on contingent liabilities,
commitments in the notes forming part of the Financial Statements.
(G) particulars regarding conservation of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation
of energy, technology absorption and foreign exchange earnings and outgo, is given in the
statement annexed (Annexure A) hereto and forms a part of this Report.
(H) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAD ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered
under this policy. The Company has also complied with the provisions related to
constitution of Internal Complaints Committee (ICC) under the said Act to redress
complaints received regarding sexual harassment. The Company received no complaints
pertaining to sexual harassment during FY 2021-22.
(I) other disclosures / REPORTING
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to these items during the year
under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole- time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
26) Acknowledgment
The Directors take this opportunity to express their appreciation for the cooperation
and assistance received from the Government of India, Republic of Chile, Mauritius,
Mozambique, Italy, the US and the UK, the State Governments of Karnataka, Maharashtra,
Tamil Nadu, Odisha, Gujarat, West Bengal and Jharkhand and the financial institutions,
banks as well as the shareholders and debenture holders during the year under review. The
Directors also wish to place on record their appreciation of the devoted and dedicated
services rendered by all employees of the Company.
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