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Directors Report

To the Members of JSW STEEL LIMITED,

Your Directors take pleasure in presenting the Second Integrated Report alongwith financial statements on the business and operational performance of the Company for the Financial year ended 31 March, 2019.


( in crores)



FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
I Revenue from operations 76,727 67,723 84,757 73,211
II Other income 519 213 204 167
III Total income (I+II) 77,246 67,936 84,961 73,378
IV Expenses:
Cost of materials consumed 39,589 35,995 43,476 38,779
Purchases of stock-in-trade 498 1,063 320 2
Changes in inventories of finished goods, work-in- progress and stock-in-trade (188) 412 (590) 244
Employee benefits expense 1,400 1,260 2,489 1,843
Finance costs 3,708 3,591 3,917 3,701
Depreciation and amortization expense 3,397 3,054 4,041 3,387
Excise duty expense - 1,259 - 1,278
Other expenses 17,025 13,993 20,110 16,271
Total expenses 65,429 60,627 73,763 65,505
V Profit before share of profit/(loss) of joint ventures 11,817 7,309 11,198 7,873
(net) and exceptional items (III-IV)
VI Share of profit/(loss) of joint ventures (net) - - (30) 42
VII Profit before exceptional items and tax (V+VI) 11,817 7,309 11,168 7,915
VIII Exceptional items - 234 - 264
IX Profit before tax (VII-VIII) 11,817 7,075 11,168 7,651
X Tax expense/(benefit):
Current tax 2,348 1,578 2,473 1,826
Deferred tax 1,210 872 1,171 (288)
3,558 2,450 3,644 1,538
XI Net Profit for the year (IX- X) 8,259 4,625 7,524 6,113
XII Other comprehensive income
A i) Items that will not be reclassified to profit or loss
a) Re-measurements of the defined benefit plans (15) (3) (19) (5)
b) Equity instruments through Other 4 82 (2) 92
Comprehensive Income
ii) Income tax relating to items that will not be reclassified to profit or loss 5 1 7 2
Total (A) (6) 80 (14) 89
B i) Items that will be reclassified to profit or loss
a) The effective portion of gains and loss on hedging instruments 31 (341) 85 (401)
b) Changes in Foreign Currency Monetary Item (49) (33) (49) (33)
Translation Difference account (FCMITDA)
c) Foreign currency translation reserve (FCTR) - - (60) 9
ii) Income tax relating to items that will be reclassified to profit or loss 6 130 (12) 150
Total (B) (12) (244) (36) (275)
Total Other comprehensive income / (loss) (A+B) (18) (164) (50) (186)
XIII Total comprehensive income (XI+ XII) 8,241 4,461 7,474 5,927
Total Profit /(loss) for the year attributable to:
- Owners of the company 7,639 6,214
- Non-controlling interests (115) (101)
7,524 6,113


FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Other comprehensive income/(loss) for the year attributable to:
- Owners of the company (24) (184)
- Non-controlling interests (26) (2)
(50) (186)
Total comprehensive income/(loss) for the year attributable to:
- Owners of the company 7,615 6,030
- Non-controlling interests (141) (103)
7,474 5,927

The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS') with effect from

1 April, 2016 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("Act") read with the relevant Rules framed thereunder and the other accounting principles generally accepted in India.


The year 2018 started on an optimistic note driven by strong economic activity and policy level interventions. In the first half of the year, economic growth remained robust backed by fiscal stimulus and resilient Emerging Markets. However, the second half of the year was marked by volatility, weakening demand caused by trade tensions, China's slowdown and tightening financial conditions.

In 2018, global crude steel production reached 1,808.60 million tonnes, up 4.6% from 2017 levels. The upsurge in production was majorly driven by China, with its share in global crude steel production increasing from 50.3% in 2017 to 51.3% in 2018.

For the Steel industry, the year began with a strong underlying demand and rising international prices, which resulted in higher spreads and improved profitability. However, towards the second half, ongoing trade disputes between US and China and slowdown across some of the developed economies, led to softening of the prices and demand for steel globally. Despite the headwinds, global steel demand grew by 2.1% in CY18, largely driven by China, coupled with an investment-led recovery in the advanced economies.

Cash flows and profitability in FY 2018-19 was driven by stronger steel spreads, as the increase in finished steel products prices was higher than the increased price of principal raw materials like Iron ore and Coking Coal.

On the domestic front, India became the world's second largest steel producer with a crude steel production of 106.5 million tonnes. In the first half of FY 2018-19, the demand for steel remained positive owing to continued government spending on infrastructure. Towards the last two quarters, activities surrounding the national election led to restrained investment activity. However, the demand for steel during FY 2018-19 sustained a growth of 7.5%. Steel imports increased by 4.7% specifically in coated products. However, steel exports from India reduced by 26.4% due to subdued international demand and various trade measures. In this competitive environment, the Company continued to increase the market share in the domestic market by strategically focusing on increasing domestic sales volume, which witnessed a growth of 11% YoY mainly driven by OEM segment. Sales of value added and special products (VASP) accounted for 53% of total sales volumes.

This robust domestic demand, strong operational performance focused cost reduction, backward integration and healthy mix of value added portfolio helped the Company deliver strong operational and profitable performance and consequently the Company's profitability improved during FY 2018-19.


The Company delivered its highest ever production volumes, sales volume, EBITDA and profit after tax during the FY 2018-19.

The Company achieved highest ever crude steel production for the year at 16.69 million tonnes, a growth of 3% YoY as the capacity utilisation levels improved to 93%. Saleable steel sales volume for the year grew by 1% YoY to 15.76 million tonnes, driven by domestic sales.

Revenue from operations for FY 2018-19 stood at Rs 76,727 crores, up 13% YoY. This revenue was mainly driven by higher average realisations on the back of improved price realisations. The Company continued to improve its market share as domestic sales surged to 13.9 million tonnes in FY 2018-19, an increase of 10% YoY compared to 7.5% YoY increase in Indian steel demand.

In the last fiscal, the Company strategically focused on reducing costs by working on the following areas as a part of its continuous improvement journey:

- Commissioning of Coke oven battery at Dolvi to eliminate procurement of coke

- Increase PCI injection to reduce fuel consumption

- Operationalised three iron ore mines and use of captive iron ore, thereby reducing dependency on imported iron ore

- Diversifying the coal procurement basket and optimising coal cost by dynamic coal blends

- Reducing logistics cost by port optimisation and usage of Cape vessels to reduce freight costs The Company progressed well on these performance improvement initiatives and the operating EBITDA for the year grew by 34% YoY to Rs18,403 crores. Consequently, the Company registered a net profit growth of 79% YoY at Rs 8,259 crores for FY 2018-19 as compared to the net profit of Rs 4,625 crores for FY 2017-18.

The Company's net worth increased to Rs35,162 crores as on 31 March, 2019 as compared to Rs 27,907 crores as on 31 March, 2018. The Company's gearing (Net Debt to Equity) at the end of the year stood at 1.03x (as against 1.27x as on 31 March, 2018) and Net Debt to EBITDA stood at 1.97x (as against 2.59x as on 31 March, 2018).


Revenue from operations on a consolidated basis for FY 2018-19 stood at Rs 84,757 crores. The operating EBITDA stood at Rs 18,952 crores, registering an increase of 28% YoY. The Company reported a net profit growth of 23% YoY at 7,524 crores for FY 2018-19 as compared to the net profit of Rs 6,113 crores for FY 2017-18.

The performance and financial position of the subsidiary companies and joint arrangements are included in the consolidated financial statement of the Company. The consolidated performance for the year includes the acquired assets of Acero Junction Holdings, Inc. along with its wholly owned subsidiary JSW Steel USA Ohio Inc. and Aferpi S.p.A, Piombino Logistics S.p.A and GSI Lucchini S.p.A from the respective date of their acquisition.

The Company's net worth increased to Rs34,345 crores as on 31 March, 2019 as compared to Rs 27,534 crores as on 31 March, 2018. The Company's gearing (Net Debt to Equity) at the end of the year stood at 1.20x (as against 1.38x as on 31 March, 2018) and Net Debt to EBITDA stood at 2.17x (as against 2.57x as on 31 March, 2018).

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.


The Board of Directors has decided to retain the entire amount of profits in the profit and loss account, except for an amount of Rs 144 Crores, which has been transferred to the Debenture Redemption Reserve as required under the Companies Act 2013.


The Board of Directors of the Company has approved a Dividend Distribution Policy on 31 January, 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: investors/investor-relations-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 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 has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of 0.01% per share on the 48,54,14,604; 0.01% Cumulative Redeemable Preference Shares (proportionately considering four instalments of redemption) ( 0.000790411 per share) for the year ended 31 March, 2019.

The Board had also, in its meeting held on 25 October, 2018 approved the payment of dividend due on the Company's 10% Cumulative Redeemable Preference Shares of Rs 10 each, for the FY 2018 – 19 upto the date of its redemption on 15 September, 2018.

The Board considering the Company's performance and the financial position for the year under review, also recommended payment of dividend at Rs 4.10 per equity share on the 241,72,20,440 equity shares of

Rs 1 each for the year ended 31 March, 2019, subject to the approval of the Members at the ensuing Annual General Meeting. Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs 1,195 crores, vis--vis 933 crores paid for FY 2017–18.


A report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report.


The Securities and Exchange Board of India (SEBI), in their circular dated 6 February, 2017, has advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

The Company believes in sustainable value creation while balancing utilisation of natural resources and social development in its business decisions. We had prepared our 1st Integrated Report for the period ended 31 March, 2018. The Company has been recognised with the Highly Commended award for Asia's Best Integrated Report category at the 4th Asia Sustainability Reporting Awards (ASRA) concluded in Singapore. ASRA is the highest recognition for corporate reporting in the region. In continuation with this commitment the Company is delighted to present the second Integrated Report for the period ended 31 March, 2019. The IR framework of the Company has been developed on the Guiding Principles and Content Elements as defined by the International Integrated Reporting Council (IIRC).

IR is a concept that better articulates the broader range of measures that contribute to an organisation's long-term value creation. Central to this concept is the proposition that value is increasingly shaped by factors additional to financial performance, such as reliance on the environment, social reputation, human capital, innovation and others. This value creation concept is the backbone of IR and is the direction for future of corporate reporting. In addition to the financial capital, this format of reporting examines five additional capitals that should guide an organisation's decision-making and long-term value creation.

This report articulates the Company's unique approach to long term value creation which is a paradigm shift from the traditional financial reporting to governance based value creation model.


As per JPC data, India produced around 107 MTPA of crude steel in FY 2018-19 and the cumulative steel consumption was about 97.5 MTPA. As India's GDP is expected to grow by 7 to 8 %, steel consumption is expected to remain strong. The current high capacity utilisation, consolidation of players in flat segment and expected robust domestic demand augurs well for the steel industry. Government of India has declared a New Steel Policy to increase steel production capacity to about 300 MTPA steel by 2030, considering the per capita consumption increasing to 160 kgs and elasticity of steel demand at 1.14 upto 2020 and thereafter at 1.

In light of the above, there is an opportunity for the Company to participate in the strong India growth story by exploring various organic and inorganic opportunity.

With a strategic objective of augmenting the incremental capacity creation at a low specific investment cost so that they remain returns accretive, the Board of Directors of the Company has approved certain key projects.

The major projects cumulatively approved are:

(a) Upstream Projects – Augmenting crude steel capacity at Vijayanagar & Dolvi

1) In Vijayanagar, the capacity upgradation project of Blast Furnace-3 from 3.0 MTPA to 4.5 MTPA, along with the associated auxiliary units is under implementation.

With a view to leverage the additional capacity being built, a new 160T Zero Power Furnace and 1 x 1.4 MTPA Billet Caster along with associated facilities will be installed at SMS-3 to enhance steelmaking capacity. Further, installation of a new Wire Rod Mill No.2 of 1.2 MTPA capacity to enhance overall plant capacity is under implementation. The above facilities would augment the steelmaking capacity to 13 MTPA.

2) The expansion project at Dolvi from 5 MTPA to 10 MTPA is currently under implementation. The major facilities included in the project are 4.5 MTPA Blast furnace with a 5 MTPA Steel Melt Shop, a 5 MTPA Hot Strip Mill, a 5.75 MTPA sinter plant, 4 MTPA pellet plant and 4 kilns of 600 TPD LCPs.

Post completion of both these projects, the Company's overall crude steel making capacity is expected to increase from 18 MTPA to 24 MTPA by March 2020

(b) Enriching product mix

With a strategic focus on enriching its product mix, the Company has decided to increase the volume and share of value added and special products in its portfolio. Considering the growth potential in these value added segments, the Company has decided to set up the following downstream facilities:

1) Setting up 0.3 MTPA colour coated line at CRM1 complex at Vijayanagar

2) Modernisation and Capacity Enhancement at Vasind & Tarapur by 1.5 MTPA by setting up PLTCM

3) Capacity expansion of CRM-1 complex from 0.85 MTPA to 1.80 MTPA at Vijayanagar

4) Addition of a new 1.2 MTPA Continuous Pickling Line for HRPO products, two new lines of 0.45 MTPA each for Construction grade galvanised products

5) Installation of an additional Tin Plate line with capacity of 0.25 MTPA at Tarapur, the first line with a capacity of 0.25 MTPA has commenced commercial production in March 2019

6) Capacity enhancement of Pre-Painted Galvalume Line (PPGL) at Kalmeshwar by 0.22 MTPA

7) Setting up 0.5 MTPA new Continuous Annealing Line at Vasind

8) Installation of 0.25 MTPA new Color Coated Line at Rajpura in the state of Punjab

This capex pipeline will help the Company enrich the product mix with 3.95 MTPA additional downstream capacity. These projects are expected to be commissioned between FY 2019-20 and FY 2020-21.

(c) Cost reduction projects and manufacturing integration

1) Setting up of 8 MTPA pellet plant and 1.5 MTPA coke oven plant at Vijayanagar:

With a view to reduce its dependency on the expensive lump iron ore, the Company has decided to set up an 8 MTPA pellet plant at Vijayanagar. The Company has also decided to set up a 1.5 MTPA coke oven plant at Vijayanagar to bridge the current and expected gaps in the coke availability. Both these projects are expected to provide significant cost savings and are likely to be commissioned by March 2020.

2) Phase-2 coke oven plant of 1.5 MTPA under Dolvi Coke Projects Limited (DCPL):

The Company through DCPL will be setting up a second line of 1.5 MTPA coke oven plant along with CDQ facilities to cater to the additional coke requirement for the crude steel capacity expansion to 10 MTPA at Dolvi. This project is expected to be commissioned by June 2020.

3) Setting up 175 MW and 60 MW power plants at Dolvi:

The Company will set up 175 MW Waste Heat Recovery Boilers (WHRB) and 60 MW captive power plant to harness flue gases and steam from Coke Dry Quencher (CDQ). These power plants are expected to be commissioned in March 2020.

The Board has approved certain new capex proposals entailing a spend of Rs 5,700 crores. With this the Company is now implementing a cumulative capex spend of Rs 48,715 crores over FY 2018-2021. In the last two years, the cumulative cash outflow has been Rs14,371 crores. The strategic plan is to spend about Rs 34,300 crores over the next two years with some spill-over in FY2021-22. The projects are planned to be funded by a mix of debt and internal accruals.

Most importantly, after taking into consideration strong demand conditions, and with a strategic intent of ensuring no volume loss for FY 2019-20, the Company has decided to defer the shutdown of Blast Furnace -3 at Vijayanagar for upgradation (as part of Vijayanagar 12 MTPA to 13 MTPA expansion) to a later period after the new Blast Furnace at Dolvi gets commissioned by March 2020 and starts ramping up.


I. Projects commissioned during FY 2018–19

The following projects were commissioned to improve operational efficiencies and strengthen capabilities:

• A new Water Reservoir of 1.3 TMC storage capacity ensures adequate supply of water for uninterrupted operations of the plant. Therefore, substantially mitigating an operational risk considering Vijayanagar is a water-scarce region.

• Pipe conveyor project at Vijayanagar for iron ore transportation which would reduce transportation costs of iron ore to the Vijayanagar plant, in a phased manner.

• A Tailing Beneficiation plant which helps reduce tailing losses and improves iron content in the feed to Pellet and Sinter plants.

• Additional Coal Injection system and relining of Stove #4 part of Blast Furnace-3 has helped reduce fuel consumption substantially.

II. Projects under implementation

• Downhill conveyors from newly acquired mines up to the Ore yard and remaining segments of pipe conveyor system, to ensure improved connectivity and seamless transport of raw material.

• Coke drying unit at Blast Furnace-1 to reduce coke moisture utilising waste heat from Sinter Plant-1.

• A new Cut to Length (CTL) line to meet demand of sized steel products.

• Revamping and capacity upgradation of HSM-1 to 3.8 MTPA.

III. Efficiency, productivity improvement and cost-reduction initiatives

• Edge and BAR heater at HSM-2, to achieve uniform temperature across the width & length before rolling at finishing mill to improve quality .

• Replacement of primary gas coolers (PGC) in Coke Oven - 4 by product plant to improve process efficiency.

• Waste heat recovery boiler for reheating furnace for HSM-2, to recover heat from Flue gases.

• Debottlenecking of BP-2 to enable handling of 50,000 tpd of low grade Iron Ore.


I. Projects commissioned during FY 2017-18

• 1.5 MTPA coke oven plant at Dolvi by Dolvi Coke Projects Limited eliminating the procurement of high cost coke.

• Commissioning of LCP Fuel Conversion resulting in considerable reduction of emission level and cost savings.

• Digitalisation initiatives to reduce set up time for processes and thus improve productivity at SMS.

II. Projects under implementation

The steelmaking capacity at Dolvi Works will be increased from existing 5 MTPA to 10 MTPA.


I. Projects commissioned during FY 2018-19

• Third Billet grinding machine to improve surface finish of billets for Cold head quality and free cutting steels.

• BF 1 Stove upgradation to improve Hot Blast Temperature to reduce fuel consumption.

• Sinter Plant II capacity augmentation to increase agglomerated burden in blast furnace to reduce dependency on lump iron ore.

II. Projects Under Implementation

• Conveyor system for handling of raw materials from Wagon tippler.

• Advanced MPI Inspection facilities with Grinding station at Line 04.

• Liquid Oxygen Backup system for emergency supply of oxygen to SMS and oxygen facility for increasing oxygen enrichment in Blast furnace.


The Company had fifty direct and indirect subsidiaries and ten JVs as on 31 March, 2019. The Company has acquired certain overseas subsidiaries and domestic joint ventures during the year. Further, JSW Retail Limited was incorporated as a wholly owned subsidiary by the Company during the year with an objective to achieve retail focus and increase the retail steel sales to improve profitability. Other than these, there has been no material change in the nature of the business of the subsidiaries.

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 (which include associate companies and JVs) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders. The details of major subsidiaries and JVs are given below:



JSW Steel Coated Products Limited is the Company's wholly-owned subsidiary. It has three manufacturing facilities in the State of Maharashtra at Vasind, Tarapur and Kalmeshwar. It is engaged in the manufacture of value-added flat steel products comprising of Galvanised and Galvalume Coils/Sheets and Colour-Coated Coils/Sheets. This Company caters to both domestic and international markets. JSW Steel Coated reported a production (Galvanising/Galvalume products) of 1.74 million tonnes, an increase by 3% YoY. The sales volume decreased by 13% YoY to 1.79 million tonnes during FY 2018-19.

The revenue from operations for the year under review was Rs 12,324 crores. The operating EBITDA during FY 2018-19 was

393 crores as compared to the EBITDA of

Rs 638 crores in FY 2017-18. The operating EBITDA margin during FY 2018-19 was 3% as compared to 5% in FY 2017-18 primarily due to increase in raw material cost and conversion costs. The net profit after tax stood at Rs 80 crores, compared to net profit after tax of Rs 275 crores in FY 2017-18.


During the year, JSW Steel Coated has installed and commissioned a Tin Plate Mill of 0.25 MTPA and related facilities at its Tarapur Work to cater to the increasing demand for the tin plate. The total project cost incurred is Rs 575 crores.

Considering the potential growth in demand, it is decided to set up another Tin Plate Mill with capacity of 0.25 MTPA at an estimated cost of Rs 419 crores.

Modernisation and Capacity Enhancement at Vasind & Tarapur by 1.5 MTPA by setting up PLTCM

Additions/modifications will be carried out at Vasind and Tarapur for net capacity enhancement of cold rolling by 1 MTPA and other downstream facilities. The project cost is estimated at Rs 1,729 crores and is expected to be commissioned in FY 2019-20.

Colour coated products capacity expansion

Considering the market trends and broad demand outlook, the Company has strategically decided to increase the capacity of its colour coated products with an investment of around Rs 1,180 crores in Rajpura, Kalmeshwar and Vasind.

New CRCA capacity

JSW Steel Coated has also decided to set up a 0.5 MTPA Cold Rolled Close Annealed (CRCA) capacity at Vasind. This will strengthen the Company offering to the automotive and white goods sector.


Amba River Coke Limited (ARCL) is a wholly-owned subsidiary of the Company. ARCL has set up a 1 MTPA coke oven plant and a 4 MTPA pellet plant. ARCL has produced 1.05 million tonnes of coke and 4.02 million tonnes of pellet during FY 2018-19. The coke and pellets produced are primarily supplied to the Dolvi unit of the Company. The operating EBITDA during FY 2018-19 was

434 crores as compared to the EBITDA of

Rs 431 crores in FY 2017-18. The profit after tax increased to Rs 176 crores in FY 2018-19 as compared to Rs 169 crores in FY 2017-18.


JSW Salav is a wholly-owned subsidiary of the Company. JSW Salav has a DRI plant with a capacity of 0.9 MTPA, along with a captive jetty and railway sliding.

During FY 2018-19, the unit has produced 0.68 MnT, an increase of 2% as compared to FY 2017-18. The profit after tax for FY 2018-19 was 38 crores as compared to 35 crores in FY 2017-18.


JSW Steel Processing Centres Limited (JSWSPCL) is the Company's wholly-owned subsidiary. JSWSPCL was set up as a steel service centre, comprising HR/ CR slitter and cut-to-length facility, with an annual slitting capacity of 6.5 lakh tonnes. The Company processed 5.64 lakh tonnes of steel during FY 2018-19, compared to previous year's 5.68 lakh tonnes. JSWSPCL registered a profit after tax for FY 2018-19 of Rs 23 crores as compared to Rs 21 crores in FY 2017-18.


JSW Industrial Gases Private Limited (JIGPL) is a wholly owned subsidiary of the Company. The Company sources oxygen, nitrogen and argon gases from JIGPL for its Vijayanagar plant. The profit after tax was

Rs 28 crores in FY 2018-19 as compared to profit after tax of 33 crores in FY 2017-18.

JIGPL's Board has recommended a dividend of Rs 2.4 per share (at 24 %) for every share of Rs 10 each to its equity shareholders for FY 2018-19.


The Company was holding 39.996% stake in Dolvi Minerals & Metals Private Limited (DMMPL). On 23 October, 2018, the Company acquired the shareholding of other shareholders of DMMPL aggregating to 60.004% for a consideration of Rs 109 crores to make DMMPL a wholly owned subsidiary of the Company. Dolvi Coke Projects Limited (DCPL) is a wholly-owned subsidiary of DMMPL.

DCPL has set up a 1.5 million tonnes per annum Coke Oven Plant (Phase-1) at Dolvi. The coke produced is being supplied to the Dolvi unit and Vijayanagar unit of the Company.

DCPL has also commenced setting up of Phase II comprising of a 1.5 MTPA coke oven plant and 2x190 TPH Coke Dry Quenching (CDQ) unit at an estimated cost of 2,133 crores and is expected to be commissioned during FY 2019-20.


The Company had announced a few greenfield projects in the states of West Bengal, Jharkhand and Odisha. The Company is not certain when they will become fully operational:

JSW Bengal Steel Limited ("JSW Bengal Steel") - As a part of the Company's 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 implementation of the JSW Bengal Steel Salboni project is currently put on hold.

JSW Jharkhand Steel Limited (JJSL)-

JJSL was incorporated in relation to the setting up of a 10 million tonnes steel plant in Jharkhand. The Company is currently in the process of obtaining the various approvals and clearances for the project.

JSW Utkal Steel Limited (JUSL) – JUSL was formed for setting up an integrated steel plant of 12 MTPA steel capacity and a 900 MW captive power plant in Odisha. The Group is in the process of obtaining necessary approvals and licenses for the project.



JSW Steel (USA) is presently modernizing and backward integrating its existing facilities at Baytown, Texas at a cost of upto USD 500 million. The project will be undertaken in a phased manner and is expected to be operational during fiscal year 2021. It includes revamping of the existing plate mill in the first phase and setting up a melt and manufacture steel making facility in the second phase.

During FY 2018-19, the US plate and pipe mill's operating performance improved as compared to FY 2017-18 with better capacity utilisation. This unit produced 0.33 million net tonnes of plates and 0.07 million net tonnes of pipes with capacity utilisation of 35 % and 13 %, respectively.

During FY 2018-19, JSW Steel (USA) generated EBITDA of USD 26.09 million compared to EBITDA of USD 13.22 million in FY 2017-18. The increase was mainly attributable to higher sales volume of plate product.

Net loss after tax for FY 2018-19 was 363 crores compared to net profit after tax of

Rs 652 crores in FY 2017-18. During FY 2017-18, tax expenses was lower primarily due to a reversal of deferred tax liabilities pursuant to the enactment of Tax Cuts and Jobs Act by the United States on 22 December, 2017, as the corporate income tax rate for entities of the Group based in the United States was reduced to 21 per cent and recognition of deferred tax asset on the unused tax losses to the extent the components had sufficient taxable temporary differences in the view of improved operational performance of components based in the United States.

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; Periama also owns a 500 TPH coal-handling and preparation plant.

During the year, the coal-mining operations ramped up and the total production stood at 84,743 NT.

During FY 2018-19, the coal mining operations generated EBITDA of USD 5.44 million compared to negative EBITDA of USD 0.02 million in FY 2017-18.

Loss after tax of coal mining operations for FY 2018-19 was Rs 116 crores, compared to net profit after tax of Rs 81 crores in FY 2017-18.



Geo Steel LLC (Geo Steel) is a Georgia-based JV, in which the Company holds 49% equity through JSW Steel (Netherlands) B.V. Geo Steel has set up a steel rolling mill in Georgia, with 1.75 lakh tonnes production capacity. Geo Steel produced 1.16 lakh tonnes of rebars and 1.13 lakh tonnes of billets during FY 2018-19.

EBITDA in FY 2018-19 decreased by 23% to USD 12.83 million from USD 16.65 million in FY 2017-18 primarily due to decrease in sales volume by 24%.

Profit after tax for FY 2018-19 was Rs 61 crores, compared to 76 crores in FY 2017-18.


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 67,886 tonnes (including job work) during FY 2018-19. Its order book stood at Rs 1,338 crores (119,310 tonnes), as on 31 March, 2019 and EBITDA in FY 2018-19 increased to Rs 63 crores from Rs 51 crores in FY 2017-18. The profit after tax for FY 2018-19 was Rs 28 crores, as compared to Rs 11 crores in FY 2017-18.

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. EBITDA in FY 2018-19 increased to Rs 5 crores from Rs 2 crores in FY 2017-18. The profit after tax for FY 2018-19 was Rs 2 crores, compared to 0.1 crore in FY 2017-18.


JSW Steel Limited and Marubeni-Itochu Steel signed a JV agreement on 23 September, 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. During the year, MISI JV has also commissioned its steel service centre in Palwal, Haryana, with 0.18 MTPA initial capacity. 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. EBITDA in FY 2018-19 increased to Rs 24 crores from Rs 15 crores in FY 2017-18. MISI JV earned a profit after tax of Rs 12 crores during FY 2018-19, similar to profit of Rs 12 Crores and FY 2017-18.


The Company holds 50% stake in JSWVTPL, which is into tin plate business and has a capacity of 1.0 lakh tonnes. JSWVTPL produced 0.90 lakh tonnes during FY 2018- 19. EBITDA in FY 2018-19 was Rs 23 crores as compared to Rs 26 crores in FY 2017-18. Net loss after tax for FY 2018-19 was Rs 4 crores against a net loss of Rs 2 crores in FY 2017-18.


The Board of Directors of the Company at its meeting held on 25 October, 2018 considered and approved the Scheme of Amalgamation pursuant to sections 230 - 232 and other applicable provisions of the Companies Act,

2013, providing for the merger of its wholly owned subsidiaries, Dolvi Minerals and Metals Private Limited (DMMPL), Dolvi Coke Projects Limited (DCPL), JSW Steel Processing Centres Limited (JSWSPCL), and JSW Steel (Salav) Limited (JSW Salav) with the Company. The merger is subject to regulatory approvals.

The application for the merger filed with the National Company Law Tribunal (NCLT) by the Company, DMMPL, DCPL and JSWSPCL has been admitted by NCLT. The next date of hearing at NCLT, Mumbai is scheduled on 6th June, 2019. The application for merger filed with NCLT, Ahmedabad in relation to JSW Salav is yet to come up for hearing.



In July, 2018, the National Company Law Tribunal, Mumbai Bench approved the resolution plan submitted by the consortium of the Company and AION Investments Private II Limited (a wholly-owned subsidiary of AION Capital Partners Limited) ("AION", and together with the Company, the "Consortium") for MIEL. The acquisition of MIEL was completed by the Consortium on 31 August, 2018.

The Consortium members and its affiliates directly or indirectly hold equity shares amounting to approximately 74.33% of the paid-up equity share capital of MIEL. The effective holding of the Company in equity shares of MIEL is ~23.10%. In addition, Consortium also holds Compulsorily Convertible Preference Shares aggregating to

Rs 526 crores in MIEL. In addition to the above investments, the Company has provided Rs 125 crores as a working capital advance to MIEL. MIEL has steel plants in the state of Chhattisgarh with Blast furnace and DRI facility of 1.5 MTPA.

Post-acquisition of management control, operations of Raigarh Pellet plant was started in October 2018 and production was ramped up to around 90% of installed capacity. In the month of February 2019, MIEL started the integrated steel production through blast furnace (for iron making), electric arc furnace (steel making), ladle refining, continuous casting and bar mill rolling. The iron making and steel making operations are under stabilisation. Further MIEL is investing in equipment upgradations with the objective of producing value added steel (long) products for applications in automobile sector, energy, railways and general engineering. With this MIEL is expected to enter into the value added market by the end of current financial year.


On 28 March, 2018, the Company entered into a stock purchase agreement with JSM International Limited, Acero Junction Holdings Inc. and Acero Junction Inc. for acquisition of 100% shares of Delaware-based steel manufacturer, Acero Junction Holdings Inc. for a cash consideration of USD 80.85 million.

On 15 June 2018, the Company completed the acquisition of Acero along with its wholly owned subsidiary JSWSUO. JSWSUO has steelmaking assets consisting of 1.5 MTPA electric arc furnace (EAF), 2.8 MTPA continuous slab caster and a 3.0 MTPA hot strip mill at Mingo Junction, Ohio in USA. The Company expects that the acquisition will allow it to gain increased access to the North American steel market.

The Company is proposing a two-phased expansion and modernization plan for JSWSUO. The first phase of revamping and restarting the existing EAF was completed in December 2018. On completion of this capital expenditure, JSWSUO has become a 1.5 MTPA fully integrated steel making facility, with HSM rolling capacity upto 3 MTPA. In the second phase and subject to economic viability, prevailing economic conditions and subject to necessary approvals, the possibility of adding another EAF as well as additional manufacturing equipment at the hot strip mill to make the Ohio facility a fully integrated unit with 3.0 MTPA capacity will be considered at an expected cost of USD 250 million.

From the date of acquisition, Acero has posted a negative EBITDA of USD 41.62 million and net loss after tax of USD 45.74 million.


TheCompanythroughitswhollyownedsubsidiary in Italy, JSW Steel Italy S.r.l., on 24 July, 2018, completed the acquisition of 100% shares each of Aferpi, S.p.A. (Aferpi) and Piombino Logistics S.p.A. (PL) and 69.27% shares of GSI Lucchini

S.p.A (GSI), (jointly referred to as Targets) from Cevitaly S.r.l ("Cevitaly"), a company organized under the laws of Italy, for a cash consideration of Euro 55 Million on a cash free, debt free basis and additional consideration on account of net working capital of the respective Targets on the date of closing the transaction.

Aferpi produces and distributes special long steel products, viz. rails, wire rods and bars. They have 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 upto 60,000 tonnes.

GSI is a producer of forged steel balls used in grinding mills with predominant application in mining processing. GSI facilities are located within the premises of Piombino plant, providing easy access to export markets through the port of Piombino.

The acquisition provides a unique opportunity for the Company to establish its presence in Italy and get access to the European speciality steel long products market. The acquisition will also provide a foothold for the Company for exploring future opportunities in the European markets.

From the date of acquisition, Aferpi, PL and GSI collectively posted a negative EBITDA of Euro 17.30 million and net loss after tax of Euro 15.32 million.



BPSL was referred to National Company Law Tribunal (NCLT) for commencement of Corporate Insolvency and Resolution Process (CIRP) on 26 July, 2017. The Company has submitted its resolution plan for BPSL under the CIRP under the Insolvency and Bankruptcy Code, 2016. The Company's ability to submit a revised resolution plan for BPSL was challenged before the National Company Law Appellate Tribunal (NCLAT). However, by its order dated 4 February, 2019, the NCLAT struck down the challenge. Further, on 13 February, 2019, the Company accepted a Letter of Intent issued by the Committee of Creditors of BPSL.

The completion of a potential acquisition of BPSL by the Company is subject to obtaining the necessary approval from the NCLT and satisfaction of conditions precedent under the resolution plan. As of the date of this report, hearings in respect of the NCLT's approval is completed and judgment on the same is reserved by NCLT.

The closure of the transaction is subject to obtaining necessary regulatory approvals which are currently in progress.

Founded in 1970 and based in New Delhi, India, BPSL is a fully integrated steel making company with an installed capacity of 3.5 MTPA. It manufactures and markets flat and long products and owns plants at Chandigarh, Kolkata and Odisha in India. These plants manufacture products covering entire steel value chain, from manufacturing pig iron, sponge iron, billets, hot rolled coils, cold rolled coils, galvanized sheets, precision tubes, black pipe, cable tapes, carbon and special alloy steel wire rods and rounds conforming to IS and international standards. BPSL serves agriculture and irrigation, fire-fighting/HVAC, construction, gas/oil pipe lines, cement/sugar/paper, automobiles, white goods, bicycles, steel/power projects, and general engineering industries.


VIL was referred to the NCLT, Delhi Bench under the corporate insolvency and resolution process of the Insolvency and Bankruptcy Code 2016. The Company had submitted its resolution plan which was approved by the committee of creditors of VIL on 10 August, 2018. The Hon'ble NCLT, Delhi finally approved the resolution plan vide its order dated 16 April, 2019. The Company filed an appeal challenging the said NCLT Order before NCLAT, in which an interim order was passed on 30 April, 2019 suggesting that the Resolution Plan as approved by the Committee of Creditors may be implemented. The Company has further filed an Appeal before the Hon'ble Supreme Court against the interim order of NCLAT in which the Hon'ble Supreme Court vide an order dated 10 May, 2019 has ordered status quo and also requested the Hon'ble NCLAT to take up the matter on 28 May, 2019 and dispose it off.

VIL is a listed company which manufactures colour coated products. VIL has its manufacturing unit at Rajpura District, Patiala in Punjab. VIL has a colour coating capacity of 40,000 tonnes per annum and a small service centre to cater to white goods customers in North India. VIL also own 23.5% of equity of JSW Vallabh Tinplate Private Limited.


The technical collaboration between JFE Steel Corporation, Japan (JFE) and JSW Steel Limited which commenced in 2010 entered its 9th successful year in FY 2018-19.

The strategic technical collaboration with JFE Steel 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 commercial production/ approval of stipulated licensed grades.

The collaboration with JFE has immensly helped your company in imbibing the technological best pratices. It has further created a culture of continous learning and process improvements, which ensure medium to long-term value creation.

Even in the auto and electrical steel sales, JFE's experience and understanding has been successfully leveraged to gain customer satisfaction. This has helped the Company to consolidate its leadership position in the supplies of value added products into the ever demanding segments of automotive and electrical steel.

Our strategic collaboration with JFE Steel has added significant value to the Company – in terms of products and customers and relationship shared between the two organisations at all levels has been exemplary.


The Company has developed and implemented a Risk Management Policy and 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 & to various stakeholders.

The Company recognises that the emerging and identified risks need to be managed and mitigated to:

• protect its shareholder's and other stakeholder's interests.

• 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, the Company has constituted a sub-committee of Directors to oversee the Enterprise Risk Management 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.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

Key risks and response strategies

• Competitive dynamics and industrial cyclicality – managed through widening and deepening customer reach and broadening product range, expanding market share and customer retention through developing strong customer relationship and gaining brand equity, focusing on new product development and value added special steel segments, increasing exports to various countries across various geographies, focusing on retail sales to widen customer base, leveraging channel financing for providing additional liquidity and focus on cost.

• Raw material availability and cost – Focusing on securing captive mines for the Company's requirements, broad-basing vendors from different geographies including overseas sources, creating downstream facilities, exploring various contract options such as long term / spot / indexing and monitoring government policies and its impact on raw material availability on a regular basis.

• Logistics and infrastructure – a centralised logistics cell to ensure end-to-end integration, optimisation of infrastructure spend and digitisation initiatives such as last mile connectivity tracking, procurement of higher capacity barges for transportation of inbound raw material and outbound finished goods, improving infrastructure facilities at Dharamtar jetty and additional storage yards for iron ore fines & coal are constructed to handle the enhanced volumes.

• Technology and operational disruptions – effective management of automation systems, spares management, maintenance scheduling, R & D infrastructure and insurance cover for plant interruptions and loss of profit.

• Environment, health and safety – compliance with norms through the right selection of equipment, technologies, processes, inputs and tracking emissions; additional capital expenditure allocation for advanced technologies like Electrostatic Precipitators (ESPs) in sinter to further reduce the dust emissions; developing sustainable products which are safe for consumers; preserving bio-diversity in eco-sensitive area; tracking changing technology and future norms for advance planning; rolling out international safety standards, safety training and providing medical facilities and Mediclaim policy cover for employees and their families.

• Manpower availability with desired skill-sets – manpower planning in line with growth strategy, on-the-job / online trainings to develop competencies and soft skills and leadership programmes to develop future fit leaders.

• Reputation – value-driven leadership; adhering to the highest standards of governance and code of conduct, extending even to business partners.

• Finance - proactive tracking of funding and covenants, regular review of hedging strategy, close monitoring of plant operations, cost optimisation, inventory, receivables and payables.

• Confidentiality, integrity and security of data and systems - security policies and procedures, antivirus / endpoint security deployment, conducting periodic audits of security systems and procedures, developing new capability, technologies and processes to combat cyber-threats, operationalisation of disaster recovery site and implementation of disaster recovery plan and regular training on IT security.



A robust system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies.


The Company has a proper and adequate system of internal control. Some significant features of the internal control systems are:

• Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the Company.

• Deployment of an ERP system that covers most of its operations and is supported by a defined on-line authorisation protocol.

• Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

• De-risking the Company's assets/ resources and protecting them from any loss.

• Ensuring the integrity of the accounting system and a proper and authorised recording and reporting of all transactions.

• Preparation and monitoring of annual budgets for all operating and service functions.

• Ensuring a reliability of all financial and operational information.

• Audit Committee of Board of Directors, comprises majority of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls and compliance with Accounting Standards, etc.

• A comprehensive Information Security Policy and continuous updation of IT systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.


The Company has an internal audit function that inculcates global best standards and practices of international majors into the Indian operations. The Company has a strong internal audit department reporting to the Audit Committee comprising majority of Independent Directors who are experts in their fields. The Company 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.


The Internal Audit function has prepared a risk-based audit plan. 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 audit committee also places reliance on internal customer feedback and other external events for inclusion into the audit plan.


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. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework, including proper delegation of authority, policies and procedures; effective IT systems aligned to business requirements; risk-based internal audits; risk management framework and a whistle blower mechanism.

The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

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 SOP for each of its processes such as procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations, etc.

During the year, controls were tested and no reportable material weakness in design and effectiveness was observed.


During the year, Moody's Investors Service has maintained the Corporate Family Rating and Senior Unsecured Bond Rating due in 2019, 2022 and 2024, respectively, to Ba2 while changing the outlook to positive from stable.

Also, Fitch Ratings retained the Company's long-term Issuer Default Rating (IDR) and Senior Unsecured Bond rating due in 2019, 2022 and 2024, respectively, to BB, maintaining the outlook at stable.

The domestic credit rating for long-term debt/ facilities/ Non-Convertible Debentures (NCDs) by Credit Analysis and Research Ltd (CARE) and ICRA were upgraded to AA from AA-, while the short-term debt/ facilities continues to be rated at the highest level of A1+. CARE and ICRA has assigned a stable outlook on the long-term rating. India Ratings has upgraded a long-term issuer rating and rating for the outstanding NCDs of the Company to AA from AA- while maintaining the outlook at stable.


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.


The Company's Authorised Share capital during the financial year ended 31 March, 2019 remained at

9015,00,00,000 (Rupees Nine Thousand Fifteen crores only) consisting of Rs 6015,00,00,000 (Rupees Six Thousand Fifteen crores only) equity shares of

Hundred crores) preference shares of Rs 10/- (Rupees Ten only) each.

The Company's paid-up equity share capital remained at Rs 241,72,20,440 comprising of 241,72,20,440 equity shares of Rs 1 each.

During the financial year, the Company has fully redeemed the balance amount of its 27,90,34,907, 10% cumulative redeemable preference shares of Rs 10 each fully paid up, in two equal instalments of Rs 2.5 per share on 15 June, 2018 and 15 September, 2018.

Further, the Company also partially redeemed its 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs 10 each fully paid up, in four equal instalments of Rs 1.25 per share on 15 June, 2018, 15 September, 2018, 15 December, 2018 and 15 March, 2019.

Thereby, the aggregate preference share capital as at the financial year ended 31 March, 2019 is Rs 242,70,73,020 comprising of 48,54,14,604, 0.01% cumulative redeemable preference shares of Rs 5 each fully paid up.


During FY 2014-15, the Company had allotted 2,500, 4.75% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2019, aggregating to USD 500 million, to eligible investors. In April 2017, the Company further allotted 2,500, 5.25% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company due 2022 aggregating to USD 500 million, to eligible investors. These Notes issued by the Company in the International Market are listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST"). Further, in April 2019, the Company has issued 5.95% Fixed Rate Senior Unsecured Notes of USD 2,00,000 each of the Company, aggregating to USD 500 million, due 2024. The Notes are listed on the Singapore Exchange Securities Trading Limited (SGX- ST).


The Company entered into a five-year Advance Payment and Supply Agreement (the "APSA") agreement on 27 February, 2019 with Duferco S.A. ("DSA") for the export of steel products. Under the terms of the APSA, DSA, as the purchaser, has provided an interest-bearing advance amount of USD 700 million. This unique financing structure provides the Company long term funding to complement its plans for future growth secured by committed exports of steel products to DSA.


In a meeting held on 25 July, 2018, the Board of Directors of the Company approved issue of secured and unsecured redeemable non-convertible debentures on private placement basis and/or public issue for an amount of up to Rs 10,000 crores in one or more tranches in the domestic market. The specified use of proceeds includes replacement of short-term loans, long-term working capital, normal/ approved capital expenditure, reimbursement of capital expenditure already incurred and/or general corporate purposes. The Board authorised the finance committee to finalise the terms of issue.


The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company's operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

Your Company 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 Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report and also available on the website of the company at


A detailed report on the Management Discussion

& Analysis is provided as a separate section in the Annual Report.


The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. The Company believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being with 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. Further, SEBI in their circular dated 6 February, 2017, has advised the top 500 listed companies (by market capitalisation) to voluntarily adopt Integrated Reporting (IR) from FY 2017-18.

As stated earlier in the report, the current financial year marks the second year of the Company transition towards Integrated Reporting, focussing on the ‘capitals approach' of value creation. The Company's second Integrated Report, includes the Company's performance as per the IR framework for the period 1 April, 2018 to 31 March, 2019.

The Company was awarded the "Highly Commended" award for its maiden IR FY 2017-18 in Asia Sustainability Reporting awards. The Company was ranked second globally at Steel Sustainability Champions Award 2018 by WorldSteel. JSW Steel Limited was the only steel company selected as one of ‘India's Super 50 Companies' (Forbes, Super50 Companies 2018). JSW Steel, Vijayanagar was awarded the coveted Deming Prize in 2018.

The Company has adopted an integrated approach towards addressing biological diversity at various sites. The Company was among the pioneers to sign up and commit to the Indian Business and Biodiversity Initiative (IBBI), an initiative by the Confederation of Indian Industry (CII) in partnership with India's Ministry of Environment, Forest & Climate Change. Million Tree Plantation Project has been initiated in nearby degraded forest areas at Dolvi and Karav in a vision to achieve 1 million Tree plantation, in collaboration with forest department.

The Company has also provided the requisite mapping of principles of the National Voluntary Guidelines to fulfill the requirements of the Business Responsibility Report as per directive of SEBI, as well as between the Integrated Report and the Global Reporting Initiative (‘GRI'). The Report, along with all the related policies, can be viewed on the Company's website (http://www.jsw. in/investors/investor-relations-steel).


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 reappointment.

Mr. Harsh Charandas Mariwala (DIN 00210342) and Mrs. Nirupama Rao (DIN 06954879) who were appointed as Additional Directors, in the category of Independent Director, by the Board of Directors with effect from 25 July, 2018, in terms of Section 161 of the Companies Act, 2013 and in terms of Article 123 of your Company's Articles of Association, hold office untill the date of the ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from two shareholders of your Company, proposing the names of Mr. Harsh Charandas Mariwala and Mrs. Nirupama Rao for appointment as Directors of your Company. A brief profile of Mr. Harsh Charandas Mariwala and Mrs. Nirupama Rao is given in the notice convening the 25th 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 24 May, 2019, has subject to the approval of the members at the forthcoming 25th Annual General Meeting of the Company scheduled on 25 July, 2019, approved the re-appointment of Mr. Jayant Acharya (DIN 00106543), as a Whole-time Director of the Company, designated as ‘Director (Commercial and Marketing)', for a period of five years, with effect from 7 May, 2019.

The proposals regarding the re-appointment of the aforesaid Directors are placed for your approval.

Changes in the Board of Directors of your Company, during the year under review, are as follows:

Karnataka State Industrial Infrastructure and Development Corporation Limited (KSIIDC) had nominated Mrs. Gunjan Kinnu, IAS (DIN 08184500) as its nominee on your Company's Board with effect from 25 July 2018 in place of Mr. Narasimhaiah Jayaram, IAS (DIN 03302626), whose nomination was withdrawn w.e.f. 19 July, 2018. KSIIDC subsequently withdrew the nomination of Mrs. Gunjan Kinnu, IAS w.e.f. 08 May, 2019 and nominated, Mr. Gangaram Baderiya, IAS. (DIN No.07507633) as its nominee on your Company's Board with effect from 24 May, 2019.

Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Narasimhaiah Jayaram, IAS and Mrs. Gunjan Kinnu, IAS during their tenure on the Board of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year under review.


Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As at

31 March, 2019 the Board of Directors comprises 12 Directors, of which eight are non-executive, including three women directors. The number of Independent Directors is six, which is one half of the total number of Directors.

The policy of the Company on directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy. 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.


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.


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.



At the Company's 23rd AGM held on 29 June, 2017, M/s S R B C & CO LLP (324982E/E300003), Chartered Accountants, has been appointed as the Statutory Auditor 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 Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer.

No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.


Pursuant to Section 148(1) of the Companies Act, 2013 your 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, your Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on 24 May, 2019 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 2019–20 on a remuneration of Rs 17 Lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the financial year ended 31 March, 2018 was 30 September, 2018 and the Cost Audit Report was filed in XBRL mode on 21 August, 2018.


Pursuant to the provisions of Section 204 of the CompaniesAct,2013andtheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Srinivasan

& Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ‘C'. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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 2018-19 pursuant to SEBI Circular No. CIR/CFD/ CMO/I/27/2019 dated 08th February 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 within 60 days of the end of the financial year ended 31 March, 2019.

As per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Vanita Sawant & Associates, Practicing Company Secretaries, had undertaken secretarial audit of the Company's material subsidiary i.e., JSW Steel Coated for the FY 2018–19. 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.

The Board, at its meeting held on 24 May 2019, has re-appointed M/s. S. Srinivasan & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2019–20.


All Related Party Transactions (RPT) that were entered into during the financial year were on an arm's length basis and in the ordinary course of business.

The Company has put up a proposal for your approval by way of an ordinary resolution at the ensuing Annual General Meeting to be held on 25 July, 2019 for RPT with JSW International Tradecorp Pte Limited (JITPL) aggregating to USD 9,265 million over a period of 36 months starting from 1 April, 2019, being considered material RPT in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, for procuring iron ore, coking coal, coke and other raw materials. The total value of raw materials purchased from JITPL during FY 2018-19 was Rs 16,038 crores.

The policy on dealing with RPT as approved by the Board is uploaded on the Company's website ( 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 RPT, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPT are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPT 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. Accordingly, RPTs that individually or taken together with previous transactions during a financial year, that exceed 10% of the annual consolidated turnover as per the last audited financial statements, which were entered into during the year by your Company, is given in Annexure E to this Report. Your Directors draw your attention to Note No 8 to the Abridged Standalone financial statements and Note No 44 to the Standalone financial statements, which set out related party disclosures.


The Board of Directors of the Company, at its meeting held on 29 January, 2016, formulated the JSWSL Employees Stock Ownership Plan – 2016 (ESOP Plan), to be implemented through the JSW Steel Employees Welfare Trust (Trust), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of shares from the secondary market. A total of 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 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 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. The details of the ESOPs granted to Mr. Seshagiri Rao M.V.S, Dr. Vinod Nowal and Mr. Jayant Acharya, 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.

JSWSL ESOP Committee Meeting Total options granted

Options Granted to Whole-time Directors of the Company

Mr. Seshagiri Rao M.V.S Dr. Vinod Nowal Mr. Jayant Acharya
17 May 2016 7,436,850 192,680 179,830 179,830
(1st Grant)
16 May 2017 5,118,977 127,968 127,968 119,436
(2nd Grant)
15 May 2018 3,388,444 87,841 87,841 81,985
(3rd Grant)
Total : 15,944,271 408,489 395,639 381,251

As per the ESOP Plan, 50% of these options will vest at the end of the third year and the balance 50% at the end of the fourth year.

The applicable disclosures relating to ESOP plan of 2016, as stipulated under the ESOP Regulations, pertaining to the year ended 31 March, 2019, is posted on the Company's website at 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 placed at the AGM for inspection by Members.


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 17 May, 2019. The Plan will be effective from 1 April, 2019. The scheme is 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 have a similar scheme to cover its 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, will implement the Plan wherein the Eligible Employee will be eligible to acquire the Equity Shares of face value

Rs 1 each directly from the open market. The Eligible Employee will be able to purchase the Equity Shares 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 Equity Shares bought by the Eligible Employee will be subject to a lien in favour of the Lending Agency for a period of two years. After expiry of the said period of two years, the Eligible Employee can either repay the entire loan amount after which the Equity Shares will become free of the lien, or the Lending Agency will recover the principal amount by selling the Equity Shares and will transfer 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. The interest on the loan will be serviced by the Company and the Eligible Employee in the ratio of 3:1 (the Company will bear 75% of the total interest liability owed to the Lending Agency and the balance 25% will be borne by the Eligible Employee). The Plan will be administered through the existing JSW Steel Employee Welfare Trust in accordance with Applicable Laws.

The number of Equity Shares that are the subject matter of the Plan shall not be more than 1,24,97,000 representing 0.517% of the issued equity share capital of the Company.



Established in 1989, JSW Foundation is the social development arm of JSW group of companies with an ideology that every life is important and must be given fair opportunities to make best out of it. The Foundation takes conscious steps to support and empower communities, primarily located around its plants. The Foundation is working relentlessly to tackle the issue of malnutrition, facilitating to make learning more effective and meaningful, empowering the youth through employable skill programs, ensuring water security through long-term watershed development programs, providing access to sanitation facilities in rural areas to make them open defecation free, preserve and conserve national heritage and promotion of sports.

The Company committed to not only continue to allocate resources towards special corpus for Corporate Social Responsibility (CSR) Initiatives as per the categories of the Companies Act, 2013 but also to:

• Assess the programs and their impact through external agencies for culling out learning and also continually evolve its own monitoring processes.

• Continue its stakeholder's engagements in a mutually respectful manner and through social processes that help identify essential needs of the community for its overall growth.

• Spread the culture of volunteerism through the process of social engagement.

• Align its action to achieve not only the desired results at the grassroots level but to also contribute towards the attainment of sustainable development goals (SDGs).


• The JSW Foundation administers the planning and implementation of all the CSR interventions. It is guided by the CSR committee appointed by the Board, which reviews the progress from time to time and provides guidance as necessary.

• The CSR programmes are carried out directly as well as through strategic partnerships and in close coordination with the concerned state governments.

• While priority is given to the villages in the immediate vicinity of the plant locations defined as Direct Influence Zone (DIZ). In order to get maximum effectiveness, at times activities are also taken up in related villages too. This context is defined as Indirect Influence Zone (IIZ).

• Convergence with government schemes and programmes and regular dialogue with the functionaries is the cornerstone of the CSR activities of the company.

• The programmes are collated under various themes for bringing in best practices and thematic heads at the head office of the Foundation regularly and closely work with the location – specific teams to achieve more focused results.


The Company has aligned its CSR programmes under Education, Health & Nutrition, Agriculture, Environment & Water, Skill Enhancement, Livelihoods, Sports and Art & Culture. This helps the Company cover the following thematic interventions as per schedule VII of the Companies Act, 2013:

• Improving living conditions (eradication of hunger, poverty, malnutrition, etc.)

• Promoting social development (education, skill development, livelihood enhancements, etc.)

• Addressing social inequalities (gender equality, women empowerment, etc.)

• Ensuring environmental sustainability

• Promotion of sports

• Swachh Bharat Mission

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure D.


Our Company continued with its commitment to conserve natural resources, reduce emissions and hazardous discharges to the environment and preserve the biodiversity across operations. The Company has undertaken extensive planning and investments with a long-term view to reduce impact from environmental risks. The business has proactively harnessed innovation, technology adoption and process changes keeping in view the social and environmental concerns. This has further

26 been reinforced through set targets and goals, which will ultimately aid in creation of lasting value for all stakeholders.

The approach has resulted in several environmental initiatives to reduce carbon emissions, conserve resources like water, energy and input materials, minimise waste and increase in recirculation, recycling and enhance local biodiversity.

The following actions were undertaken in FY 2018-19 to improve environment:-


Efficient operations and effective monitoring of pollution control equipment have aided efficient utilisation of input materials. In the last fiscal, Vijayanagar plant saw extensive instrumentation in water flow measurement to monitor water use on an hourly basis.

Further, CCTV cameras, additional flowmeters, pH meters and conductivity meters were installed for effective monitoring of water discharge.

In Dolvi, Continuous Online Stack Emission Monitoring System (CSEMS) was installed at New Stock house stack and cast house DES stack.

Increase in hot blast temperature after installation of high temperature hot-blast stoves has resulted in reduced fuel rate in Blast Furnace-1 in Salem. Two new chimneys were also constructed for 48 ovens which improved waste heat recovery substantially.


Water plays an important role in steel manufacturing operations. Your Company has introduced several water management initiatives to responsibly use water and find improvements both in conservation and reuse. Vijayanagar plant is located in water scarce area and the unit has implemented numerous measures to secure adequate water for uninterrupted operations.

The following initiatives were carried out during the year:

• Treatment of sewage and recovering quality water through reverse osmosis plants.

• Installation of a 500 m3/day Sewage Treatment Plant-Membrane Bio Reactor (STP-MBR) and bio digester for treatment of sludge from STP and Canteen waste in Vijayanagar. The plant reuses 100% of industrial as well as domestic wastewater after proper treatment.

• Adoption of rainwater harvesting as a measure to conserve around 16898 m3/year in Dolvi.

• Installation of CO2 injection system in Steel Melting Shop-1 (SMS) has improved thickener water quality in Vijayanagar further reducing fresh water consumption.


Solid waste materials such as sludge and collected dust are generated during the operation of air and water pollution control system. During the year, Vijayanagar recycled 89% of the solid waste generated in the system. Moreover, the utilisation of blast furnace slag, dust from bag filter and Electrostatic precipitator (ESP), sludge from effluent treatment plants (ETP) during the year was 100%. The plant also commissioned a 1 tonnes/day Biogas plant based on the food waste as feed, this generates about 70-80 cubic-metre of Biogas per day which is equivalent to 35-40 kg of LPG.


During the year, the Company sold 3.48 lakhs tonnes of slag sand for use as fine aggregates in construction replacing natural river sand, thereby helping conserve the river beds. Granulated slag sold during the year was 72.36 lakhs tonnes.


The Company has developed an innovative technology which can convert the steel slag as a useful product as construction aggregated, especially in roads and pavements. The Salem plant has commissioned a paver block manufacturing unit from Waste Energy Optimising Furnace (EOF) steel slag as part of waste utilisation. During the year, 470 MT of EOF steel slag was used and 1.5 lakh paver blocks were manufactured.


Air emissions

Given that integrated iron and steel plants handle large volume of solid materials, emissions of dust remain a major area of concern. During the year, several initiatives were taken to introduce process changes that reduce emissions and strengthen the function of Dust Extraction systems.

• 13 new dedusting systems were commissioned to reduce 150 dust sources/transfer point emissions at Vijayanagar plant.

• Pipe conveyor phase 1 is commissioned. This has reduced truck movements significantly and a reduction of 3.86 kg CO2/t of ore transport is expected.

• Rotating sprinklers are installed at 10mt basemix internal roads, thereby reducing road emissions.

• Procured new road sweeping machine for road cleaning purpose to control the fugitive emissions generation.

• Reduced dust generation due to truck movement inside the plant by installation of Tyre washing unit.

• Installation of Dry Fog system in Blast Furnace and wagon tippler reduced the fugitive dust emission which leads to improvement in ambient air quality.

• In Dolvi, dust emissions during the material handling has reduced after the replacement and modification of the ducts of Dust Extraction (DE) System in Sinter Plant Proportionating House.

• Installation of separate DE system for battery emission to reduce fugitive emission and established trash chutes with collection boxes for accumulating spillage and scrap.

• Established pneumatic dust conveying and auto bagging for cyclone dust collection to reduce the dust emission during loading and handling.


All the units of Company have installed necessary facilities to maximise the utilisation of water. These include reducing water use, recycling in less critical applications and reusing for greenery development etc. These actions have facilitated in ensuring zero liquid discharge from all the steel plants. The following projects were commissioned to reduce water discharge:-

• Rapid clarifier is commissioned at SMS-1 of Vijayanagar, saving 1400 m3/day fresh water.

• CO2 injection system is commissioned at SMS-2 of Vijayanagar. This not only saves 150m3/day water but also reduces the downtime of GCP scrubber and its ID fan.


In compliance with India Business and Biodiversity Initiative (IBBI) declaration, your Company has mapped the biodiversity interfaces with business operation designated as biodiversity champion, and has implemented schemes for enhancing awareness on biodiversity within the organisation. Bombay Natural History Society (BNHS) experts visit regularly for awareness creation among employees and school children.

The Company has signed two MOUs with BNHS, Mumbai and People For Environment ("PFE"), New Delhi for biodiversity assessment in JSW Steel Complex. Four season studies within 5 km by PFE and two season study in 10 Km outside JSW Steel Complex by BNHS are complete and reports have been duly published. Further, recommendation of these studies are being implemented.

During the year, measures were also undertaken to develop greenery in 432 acres of degraded forest land adjacent to JSW Steel Complex in association with Karnataka State Forest Department. Several species have been planted in the area to improve the overall biodiversity of region.


The Company's Million Trees Plantation Mission has continued in nearby degraded forest areas at Dolvi and Karav. With a vision to achieve 1 million tree plantation, in collaboration with the Forest Department by FY 2021-22, around 26,555 saplings have been planted in the last fiscal.

In Dolvi, the Company has planted large number of saplings in the plant premises and has undertaken focused efforts to develop a green belt by maintaining the full-fledged nursery. During the year, total number of big trees and shrubs/small trees is over 2 lakhs and 5 lakhs respectively.


The Company has initiated a voluntary measure, Mangroves Restoration Project, for strengthening of the embankment and avoiding saline water ingression into the farm lands. Since 2016, a total of 7,12,377 mangrove saplings have been planted. In the last fiscal alone around 3,06,942 saplings were planted.


During the year, the Company has been awarded the Deming Prize for its Vijayanagar Works manufacturing unit. The JSW Vijayanagar Works is the largest single location integrated steel plant in the world to be awarded the prestigious Deming Prize for excellence in Total Quality Management (TQM).

The Deming Application Prize is a world-renowned annual quality award presented by the Union of Japanese Scientists and Engineers (JUSE) to companies that have achieved distinctive performance benchmarks through the application of TQM.

This prestigious award signifies an unflinching commitment to the TQM benchmarks, the Company has set for itself over the last several years.


1) Ranked eighth among the best operating steel plant in the world by World Steel Dynamics in June 2018.

2) In recognition of distinct performance improvements, JSW Steel's Vijayanagar Works won the prestigious 2018 Deming Prize held in Tokyo (14-11-2018) for an unflinching commitment to TQM benchmarks.

3) Vijayanagar Works has been recognised as the second best integrated steel plant in the country for the performance year. It was awarded the Steel Minister's Trophy for the years 2016-17.

4) Vijayanagar Works has been awarded the prestigious Ispat Suraksha Puraskar - 2018 by the Joint Committee on Safety, Health & Environment in the steel industry organized by Sail Safety Organization at Ranchi for zero fatalities during the calendar years 2017 and 2018 in the following zones: (Award received on 12 February, 2019) Blast furnaces, slag granulation plant, sinter plants and the raw material department

Coal, Coke & Chemical Zones

Rolling Mill Zones


5) Vijayanagar Works has been awarded State Export Excellence Award for the year 2016-17 in the Platinum Category by Govt. of Karnataka on 29 February, 2018.


1) Platinum level recognition in CII Exim Bank Award for Business Excellence 2018.

2) PM's Trophy 2016-17: Maximum Incremental Improvement award for Integrated Steel Plant.

3) In "Frost & Sullivan – PERP 2018" Digitalisation team was Winner & Six Sigma Project team from CSP Mill were 2nd runner up.

4) 2 QCC teams from Bar Mill & Coke Oven won Gold award in ICQC, Singapore.

5) Out of 12 Teams, 8 teams won "Par Excellence" award in NCQC, Gwalior.

6) Six Sigma team from CSP Mill won second position in 12th CII National Level Competition at Bangalore.


1) State Level Health and Safety Award 2016: Won Commendation Certification from National Safety Council.

2) IIM Sustainability Award: Won the first prize in the alloy steel category by the Indian Institute of Metals.

3) Swachh Bharat initiatives: Won Commendation Certificate from Salem District Collector.

4) Customer Awards

a. FAG Schaeffler has awarded JSW Salem for "Best Development Support".

b. TIMKEN has awarded JSW Salem for "Strategic Partner 2018" & "Excellence in Corporate Citizenship and Sustainability".

c. JTEKT has awarded JSW Salem for "Supplier Performance".

d. Automotive Axles Ltd has awarded JSW Salem for class performance in "Best in Agility" for Rolled Bar supplies in 2017-18.


Pursuant to the requirements under Section 134, subsection 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 judgements 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 31 March, 2019 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 LIMITED 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 ANNUAL REPORT 2018-19 compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.



During the year, four 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.


The Audit Committee comprises of one Executive Director and 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.


The extract of annual return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure B hereto and forms a part of this Report. The same is also available on the Company's website at http://www.jsw. in/investors/investor-relations-steel.


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.


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.


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.


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.


The information required to be disclosed in the Directors' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure F to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, an abridged version of the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. For those persons who have registered their e-mail addresses with the Company, the full version of the Annual Report containing the aforesaid information is being sent to them electronically. Members and other entitled persons who have not registered their e-mail addresses with the Company may access the full version of the Annual Report on the website of the Company or by physically inspecting the full version of the Annual Report at the Registered Office of the Company on all working days of the Company, between 10.00 a.m. and 1.00 p.m.; or by requesting a physical copy by writing to the Company Secretary.


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 costitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The details of complaints pertaining to sexual harassment received during FY 2018-19 are given in the Corporate Governance Report.


Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the 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.


Your 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, West Bengal, Jharkhand and Odisha 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.

For and on behalf of the Board of Directors
Place: Mumbai Sajjan Jindal
Date : 24May, 2019 Chairman


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