To the Members of ]SW Steel Limited,
The Board of Directors of JSW Steel Limited (']SW Steel' or 'Company') is
pleased to present the Seventh Integrated Annual Report, along with the financial
statements of the Company, for the financial year ended March 31, 2024. A brief summary of
the Company's standalone and consolidated performance is given below:
COMPANY PERFORMANCE
Financial Results
(Rs. in crore)
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
1 Revenue from operations |
135,180 |
131,687 |
175,006 |
165,960 |
II Other income |
1,704 |
1,572 |
1,004 |
1,030 |
III Total income (1 + II) |
136,884 |
133,259 |
176,010 |
166,990 |
IV Expenses: |
|
|
|
|
Cost of materials consumed |
72,337 |
75,321 |
93,590 |
94,456 |
Purchases of stock-in-trade |
363 |
963 |
1,164 |
1,514 |
Changes in inventories of finished goods, work-in-progress and stock-in-trade |
(1,736) |
(590) |
(3,087) |
(2,636) |
Mining premium and royalties |
10,011 |
7,457 |
10,011 |
7,457 |
Employee benefits expense |
2,357 |
1,975 |
4,591 |
3,915 |
Finance costs |
6,108 |
5,023 |
8,105 |
6,902 |
Depreciation and amortisation expense |
5,435 |
4,952 |
8,172 |
7,474 |
Other expenses |
29,868 |
31,190 |
40,501 |
42,707 |
Total expenses |
124,743 |
126,291 |
163,047 |
161,789 |
V Profit before share of profit / (losses) from joint ventures, exceptional items
and tax (lll-IV) |
12,141 |
6,968 |
12,963 |
5,201 |
VI Share of profit / (loss) from joint ventures (net) |
|
|
(172) |
(137) |
VII Profit / (loss) before exceptional items and tax (V+VI) |
12,141 |
6,968 |
12,791 |
5,064 |
VIII Exceptional items |
39 |
- |
(589) |
(591) |
IX Profit before tax (VII-VIII) |
12,102 |
6,968 |
13,380 |
5,655 |
X Tax expenses / (credit): |
|
|
|
|
Current tax |
2,422 |
1,218 |
2,643 |
1,499 |
Deferred tax |
608 |
813 |
733 |
17 |
Tax impact to earlier years |
1,031 |
- |
1,031 |
- |
Total Tax expenses |
4,061 |
2,031 |
4,407 |
1,516 |
XI Profit for the year (IX-X) |
8,041 |
4,937 |
8,973 |
4,139 |
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) |
4 |
(19) |
b) Eguity instruments through other comprehensive income |
2460 |
(534) |
2,929 |
(634) |
ii) Income tax relating to items that will not be reclassified to profit or loss |
(286) |
72 |
(344) |
84 |
Total (A) |
2,174 |
(477) |
2,589 |
(569) |
B i) Items that will be reclassified to profit or loss |
|
|
|
|
a) Effective portion of gains and loss on hedging instruments |
(248) |
(619) |
(427) |
(458) |
b) Foreign currency translation reserve (FCTR) |
- |
|
(122) |
(1,031) |
ii) Income tax relating to items that will be reclassified to profit or loss |
(29) |
216 |
37 |
154 |
Total (B) |
(277) |
(403) |
(512) |
(1,335) |
Total other comprehensive income / (loss) (A+B) |
1,897 |
(880) |
2,077 |
(1,904) |
XIII Total comprehensive income / (loss) (XI+ XII) |
9,938 |
4,057 |
11,050 |
2,235 |
Total profit /(loss) for the year attributable to: |
|
|
|
|
Owners of the Company |
|
|
8,812 |
4,144 |
Non-controlling interests |
|
|
161 |
(5) |
|
|
|
8,973 |
4,139 |
Other comprehensive income/(loss) for the year attributable to: |
|
|
|
|
Owners of the Company |
|
|
2,086 |
(1,846) |
Non-controlling interests |
|
|
(9) |
(58) |
|
|
|
2,077 |
(1,904) |
Total comprehensive income/(loss) for the year attributable to: |
|
|
|
|
Owners of the Company |
|
|
10,898 |
2,298 |
Non-controlling interests |
|
|
152 |
(63) |
|
|
|
11,050 |
2,235 |
? less than Rs. 0.50 crore
Financial Management
(A) Standalone Results
In FY 2023-24, the Company reported its highest ever annual crude steel production at
22.26 MnT, with an average capacity utilisation level of 92% as against capacity
utilisation of 91% in FY 2022-23. Crude steel production increased by 6.7% y-o-y primarily
due to the ramp-up of the Dolvi Phase II expansion of 5 MTPA, which was commissioned in FY
2021-22, and additional production volumes from Raigarh unit pursuant to merger of JSW
Ispat Special Products Limited ('JISPL') from July 31, 2023.
During the year, the Company reported its highest ever annual steel sales volume at
21.22 MnT, which grew by 7.9% y-o-y. The Company exported 2.25 MnT of steel, up 27.14%
y-o-y and accounting for 10.6% of the total sales, as against 9.0% in FY 2022-23. Domestic
sales stood at 18.97 MnT, an increase of 6.0% y-o-y. The domestic steel demand grew by
13.6% y-o-y to 136.25 MnT primarily due to the government's thrust on infrastructure,
housing construction, the increasing share of manufacturing in GDP and increased demand
from the auto sector. Sales of Value Added and Special Products (VASP) accounted for 61.2%
of the total sales volume for the year.
Revenue from operations grew 2.7% y-o-y to ^135,180 crore, primarily due to an increase
in volumes, which grew by 7.9%, partly offset by lower sales realisations, down 4.8% y-o-y
on account of the decline in steel prices attributed to lower international steel prices
and increased imports at predatory pricing.
The Company achieved an annual operating EBITDA of ^21,980 crore, an increase of 43.0%
y-o-y with an EBITDA margin of 16.3%. EBITDA per tonne was at ^10,357 during FY 2023-24,
higher by 32.5% y-o-y primarily on account of lower coking coal prices, which were
elevated in the previous year, lower power and fuel costs partially offset by decline in
sales realisations and higher iron ore prices. The domestic iron ore prices were higher
due to elevated international iron ore prices leading to increase in exports of iron ore
/pellets, resulting in pressure on domestic supply. The depreciation and amortisation
charge for the year was ^5,435 crore, up 9.8% y-o-y due to depreciation charged on asset
capitalisation for capital projects and sustaining capital expenditure. The finance costs
for the year were ^6,108 crore, an increase of 21.6% y-o-y primarily on account of higher
borrowings and an increase in benchmark rates of domestic and foreign currency borrowings
as the central banks across the world increased interest rates to contain inflation.
Profit after tax increased by 62.9% y-o-y to ^8,041 crore. The Company's net worth
stood at ^67,903 crore, as on March 31, 2024, vis-a-vis ^58,031 crore, as on March 31,
2023. Gearing (net debt-to-eguity) was at 0.67x (as against 0.57x) and net debt to EBITDA
stood at 2.31x (as against 2.37x).
Exceptional items for the year ended March 31, 2024, comprised of the following:
i) Impairment provision of ^1,279 crore towards investments and loans provided to a
subsidiary in US and a reversal of impairment provision of ^1,039 crore for loans given
and financial guarantees provided to a subsidiary in Netherlands mainly on account of
significant improvement in the business of its Italian subsidiaries (refer note no. 53 of
the standalone financial statements).
ii) Pursuant to the merger of Creixent Special Steels Limited ('CSSL') and JSW Ispat
Special Products Limited ('JISPL') becoming effective on July 24, 2023 and July 31, 2023
respectively, (refer note no. 49 of the standalone financial statements) the existing
investments of the Company in CSSL as on July 31, 2023, have been fair valued as reguired
by IND AS - 103 Business Combinations and a resultant gain of ^590 crore has been
recognised as an exceptional gain.
iii) The State of Goa enacted the Goa Cess on Products and Substances Causing Pollution
('Green Cess') Act, 2013 ('Green Cess Act') and thereby levied a cess on the handling or
utilisation or consumption or combustion or movement or transportation etc, of certain
products / substances (including coal and coke) causing pollution in the State of Goa
(Green Cess) at the rate of 0.5% of the sale value. In the present case, the Company
imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at
berths operated by South West Port Limited ('SWPL') and SWPL has in turn challenged the
legislative competence of the State of Goa to enact the Green Cess Act by way of a writ
petition before the Hon'ble High Court of Bombay, Goa Bench. The Hon'ble High Court of
Bombay, Goa Bench, vide its judgement dated September 14, 2023 ('Writ Judgement'),
dismissed the writ petition and upheld the constitutional validity of the Green Cess Act
and held that the State of Goa had competence to legislate the Green Cess Act and levy the
Green Cess. In the light of the aforesaid development, the Company has recognised a
provision towards Green Cess amounting to ^389 crore for the period from 2013 till
September 2023. SWPL and the Company have filed a special leave petition before the
Hon'ble Supreme Court challenging the Writ Judgement, in which the Hon'ble Supreme Court,
vide its order dated December 7, 2023 ('Interim Order'), issued notice on the Special
leave petitions and directed the State of Goa to carry out assessments and issue demand
notices to petitioners, upon which the petitioners would be liable to deposit 50% of the
assessed demand. The Company has complied with the Interim Order passed by the Hon'ble
Supreme Court and paid the necessary deposit in accordance with the demand raised by the
authorities. The matter is pending for hearing before the Hon'ble Supreme Court.
(B) Consolidated Results
In FY 2023-24, the Company reported its highest ever annual consolidated crude steel
production of 26.43 MnT, with an average capacity utilisation of 92% at Indian operations.
Crude steel production increased by 9.4% y-o-y primarily due to the ramp-up of the Oolvi
Phase II expansion of 5 MTPA which was commissioned in FY 2021-22, additional production
volumes from Raigarh unit and Raipur unit pursuant to merger of JISPL from July 31, 2023,
increased production from Bhushan Power and Steel Limited ('BPSL') pursuant to ramp up of
capacity post commissioning of the Phase 1 expansion to 3.5 MTPA and improvement in
capacity utilisation at JSW Ohio due to improved steel demand in the US.
During the year under review, the Company reported its highest ever annual steel sales
volume of 24.78 MnT, up 10.7 % y-o-y. The consolidated India operations export of steel
products stood at 3.4 MnT, up by 22.9% y-o-y and accounting for 14.2% of the total sales,
as against 12.6% in FY 2022-23. The exports of steel products were higher in FY 2023-24 as
there was no export duty levy during the year as compared to export duty levy of 15%
between May 2022 and November 2022. The consolidated India operations domestic sales stood
at 20.57 MnT, an increase of 7.7% y-o-y, driven by domestic demand for steel. The Company
achieved its highest year Value- Added Special Products ('VASP') sales at 14.65 MnT, an
increase of 18.6% y-o-y and accounted for 61.2% of the total sales volume for the year.
The EAF-based steel manufacturing facility in Ohio, USA, produced 9,62,697 net tonnes
of slabs during the FY 2023-24. Capacity utilization was 66% during the year. Sales
volumes for the FY 2023-24 stood at 2,58,492 net tonnes of Hot-rolled Coil ('HRC') and
6,47,371 net tonnes of slabs.
In FY 2023-24, the Company's consolidated revenue from operations grew by 5.5% y-o-y to
^1,75,006 crore, primarily on account of the increase in dispatches by 10.7%, partly
offset by lower sales realisations due to decline in international steel prices.
Consolidated operating EBITDA was ^28,236 crore, an increase of 52.2% y-o-y with an
EBITDA margin of 16.1%. EBITDA per tonne was Rs. 11,394 during FY 2023-24, higher by 37.5%
y-o-y, primarily on account of the decline in coking coal prices, lower power and fuel
costs, partially offset by lower sales realisations and increase in iron ore prices.
The domestic subsidiaries posted an operating EBITDA of ^5,025 crore, as against an
operating EBITDA of ^2,791 crore during the previous year, primarily due to higher EBITDA
from JSW Steel Coated Products Limited and BPSL. The overseas subsidiaries posted an
operating EBITDA of ^1,203 crore, as against an operating EBITDA of ^554 crore during the
previous year, on account of higher profitability from US Baytown operations and JSW Italy
operations, and lower losses from the US Ohio operations.
The depreciation and amortisation charge for FY 2023-24 was ^8,172 crore, registering a
9.3% y-o-y increase due to depreciation charged on asset capitalisation for projects and
sustaining capex. Finance costs were ^8,105 crore, an increase of 17.4% y-o-y,
primarilydueto higherborrowings increase in benchmark rates of domestic and foreign
currency borrowings as the central banks across the world increased interest rates to
contain inflation and asset capitalisation.
The Company's net profit stood at ^8,973 crore for FY 2023-24, vis-a-vis ^4,139 crore
in FY 2022-23. The performance and financial position of the subsidiary companies and
joint arrangements are included in the consolidated financial statement of the Company.
The Company's net worth, as on March 31, 2024, was ^69,669 crore compared to ^59,588
crore, as on March 31, 2023. The Company's spending on capex expenditure/acguisitions
aggregated to ^16,752 crore in FY 2023-24 versus Rs 14.214 crore in FY 2022-23. The
Company's consolidated net gearing (net debt-to-eguity) as on March 31,2024, stood at
0.93x (versus 0.89x as on March 31, 2023) and net debt-to-EBlTDA stood at 2.62x (versus
3.20x, as on March 31, 2023).
Exceptional items for the year ended March 31, 2024, comprised of the following:
Pursuant to the merger of Creixent Special Steels Limited ('CSSL') and JSW Ispat
Special Products Limited ('JISPL') becoming effective on July 24, 2023 and July 31, 2023
respectively (refer note no. 55 of consolidated financial statements), the existing
investments of the Group in CSSL as on July 31, 2023, have been fair valued as reguired by
IND AS 103 Business Combinations and a resultant gain of ^780 crore has been recognised as
an exceptional gain.
Net gain amounting to ^198 crore pursuant to sale of property, plant and
eguipment and mineral rights held by the wholly owned subsidiary of the Company in West
Virginia.
The State of Goa enacted the Goa Cess on Products and Substances Causing
Pollution ('Green Cess') Act, 2013 ('Green Cess Act') and thereby levied a cess on the
handling or utilisation or consumption or combustion or movement or transportation etc, of
certain products / substances (including coal and coke) causing pollution in the state of
Goa ('Green Cess') at the rate of 0.5% of the sale value. In the present case, the Company
imports certain varieties of coal / coke into Mormugao Port, Goa, which are handled at
berths operated by South
West Port Limited ('SWPL') and SWPL has in turn challenged the legislative competence
of the State of Goa to enact the Green Cess Act by way of a writ petition before the
Hon'ble High Court of Bombay, Goa Bench. The Hon'ble High Court of Bombay, Goa Bench, vide
itsjudgement dated Septemberl4,2023 ('Writ Judgement'), dismissed the writ petition and
upheld the constitutional validity of the Green Cess Act and held that the State of Goa
had competence to legislate the Green Cess Act and levy the Green Cess. In the light of
the aforesaid development, the Company has recognised a provision towards Green Cess
amounting to ^389 crore for the period from 2013 till September 2023. SWPL and the Company
have filed a special leave petition before the Hon'ble Supreme Court challenging the Writ
Judgement, in which the Hon'ble Supreme Court, vide its order December 7, 2023 ('Interim
Order'), issued notice on the Special leave petitions and directed the State of Goa to
carry out assessments and issue demand notices to petitioners, upon which the petitioners
would be liable to deposit 50% of the assessed demand. The Company has complied with the
Interim Order passed by the Hon'ble Supreme Court and paid the necessary deposit in
accordance with the demand raised by the authorities. The matter is pending for hearing
before the Hon'ble Supreme Court.
(C) Performance of Subsidiaries and Joint Ventures
CJVs')
The Company had 46 direct and indirect subsidiaries, 14 JVs and 2 associates, as on
March 31, 2024, which includes certain domestic subsidiaries acguired or incorporated
during FY 2023-24. As per the provisions of Section 129(3) of the Companies Act, 2013
("Act"), a statement containing the salient features of the financial statements
of the Company's subsidiaries, associates and JVs in Form A0C-1 is attached to the
financial statements of the Company. In accordance with provisions of Section 136 of the
Act, the standalone and consolidated financial statements of the Company, along with
relevant documents and separate audited accounts in respect of the subsidiaries, are
available on the website of the Company at https://www.iswsteel.in/investors/
isw-steel-disclosure-46Rs. section=financial-subsidiaries- india. The Company shall
provide the annual accounts of the subsidiaries and the related detailed information to
the shareholders of the Company on specific reguest made to it in this regard by the
shareholders.
The details of the major subsidiaries and JVs are given below:
(I) Indian Subsidiaries
1) JSW Steel Coated Products Limited ('JSW Steel Coated' / 'JSCPL' ) along with its
subsidiary National Steel SAgro Industries Limited
JSW Steel Coated is the Company's wholly owned subsidiary and caters to both domestic
and international markets. It manufactures value- added flat steel products comprising tin
plates, galvanised and galvalume coils/sheets and colour- coated coils/sheets. JSCPL has
four manufacturing facilities at Vasind, Tarapur, Kalmeshwar and Khopoli in Maharashtra,
one manufacturing facility in Bawal, Haryana and two manufacturing facilities in Rajpura,
Punjab.
Pursuant to the Corporate Insolvency Resolution Process under the Insolvency Bankruptcy
Code, 2016, the Resolution Plan submitted by JSW Steel Coated for acguiring National Steel
and Agro Industries Limited ('NSAIL') was approved by the Hon'ble NCLT, Mumbai on May 19,
2023. JSCPL has completed the acguisition of NSAIL on May 23,2023 by infusing ^621 crore
as per approved Resolution Plan. NSAIL has a downstream facility with a 0.35 MTPA capacity
to produce a variety of downstream products.
In FY 2023-24, JSW Steel Coated reported a production of 4.16 MnT
(Galvanising/Galvalume Tinplate products), an increase by 27.2% y-o-y. Its sales volume
increased by 20.2% y-o-y to 4.11 MnT. Operating EBITDA increased to ^1,525 crore from ^293
crore in FY 2022-23, primarily on account of the decline in raw material prices like HR
Coils, Zinc and Aluminium prices, paint costs and lower conversion cost which was
partially offset by lower sales realisation. The EBITDA also improved as there were no
one-off items such as inventory losses and payment of export duty, which impacted EBIDTA
in the FY 2022-23. The operating EBITDA per ton was Rs. 3,710 per ton and margin improved
to 4.5% from 1.0% in FY 2022-23. Revenue from operations and net profit was ^34,137 crore
and ^337 crore for FY 2023-24 vis-a-vis ^29,807 crore and ^261 crore for FY 2022-23,
respectively.
Amalgamation of JSW Vallabh Tinplate Private Limited (JVTPL) and Vardhman Industries
Limited (VIL) with JSW Steel Coated
The Board of Directors of JSCPL at its meeting held on April 29, 2022, considered and
approved the Scheme of Amalgamation pursuant to Sections 230-232 of the Act and other
applicable provisions of the Act, providing for the merger of VIL and JVTPL, wholly owned
subsidiaries of JSW Steel with JSW Steel Coated by issuing shares of JSW Steel Coated to
JSW Steel. The said scheme was filed with the NCLT and the final hearing was held on May
3, 2023. The Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench passed an order
sanctioning the Scheme on May 19, 2023, with 'Appointed Date' of April 01, 2022. JVTPL,
VIL and JSCPL filed the aforesaid Order with the Registrar of Companies in the prescribed
Form INC-28 and the Scheme became effective from June 26, 2023 ('the Effective Date') and
accordingly, JVTPL and VIL merged with JSCPL and ceased to exist from the Effective Date.
In terms of the Scheme, JSW Steel Coated has issued 615 shares for every 1,000 shares held
by JSW Steel in JVTPL, and 290 shares for every 1,000 shares held by JSW Steel in VIL.
Amalgamation of National Steel and Agro Industries Limited ('NSAIL' or'Transferor
Company') with JSW Steel Coated
The Board of Directors of JSW Steel Coated Products Limited ('JSCPL' or 'Transferee
Company'), a wholly owned subsidiary of the Company and the Board of Directors of National
Steel and Agro Industries Limited ('NSAIL' or 'Transferor Company') a wholly owned
subsidiary of JSCPL, at its meetings held on October 13, 2023 and October 9, 2023,
respectively, approved a Scheme of Amalgamation of NSAIL with JSCPL and their respective
shareholders ('the Scheme') subject to reguisite approvals, consents, sanctions and
permissions of the shareholders, creditors, National Company Law Tribunal ('NCLT'), the
Central Government and other concerned regulatory authorities, as may be necessary. Upon
application of the Transferor and Transferee companies to the Hon'ble NCLT seeking
directions to convene or dispense the shareholders'/ creditors' meetings, the Mumbai Bench
of Hon'ble NCLT vide its order dated March 21, 2024, has admitted the application and
dispensed meetings of shareholders, debenture holders and creditors. Further, as per the
directions of the Hon'ble NCLT, the Transferor and Transferee companies have served
notices upon regulatory authorities and a petition has been filed with Hon'ble NCLT for
sanction of the Scheme. The appointed date for the said Scheme is October 1, 2023.
2) Amba River Coke Limited ('ARCL')
Amba River Coke Limited ('ARCL') is a wholly owned subsidiary of the Company and has a
1 MTPA coke oven plant and a 4 MTPA pellet plant. In FY 2023-24, ARCL produced 0.68 MnT of
coke and 4.03MnT of pellets. The coke and pellets produced are primarily supplied to the
Dolvi Plant of the Company.
Operating EBITDA for the year under review was at ^519 crore as against ^653 crore in
the previous year. Its profit after tax decreased to ^225 crore from Rs. 429 crore in FY
2022-23 primarily due to one-time exceptional gain of ^241 crore on the discontinuation of
lease accounting as per Ind AS 116 in FY 2022-23.
3) Bhushan Power and Steel Limited ('BPSL')
On March 26, 2021, the Company completed the acguisition of BPSL by implementing the
resolution plan approved under the IBC Code, basis an agreement entered with the erstwhile
committee of creditors. The Company had entered a subscription and shareholder agreement
with JSW Shipping a Logistics Private Limited ('JSLPL') through which the Company and
JSLPL held eguity of Piombino Steel Limited ('PSL') in the ratio of 49% and 51%,
respectively. Further, JSW Steel held optionally fully convertible debentures ('OFCDs') of
PSL with a right to convert them into eguity. In accordance with the approved resolution
plan, BPSL was acguired as a wholly owned subsidiary of PSL.
In FY 2021-22, following BPSL's robust operational and financial performance, JSW Steel
on October 1, 2021, exercised the option of conversion of the OFCDs, pursuant to which JSW
Steel now holds 83.28% eguity in PSL, and PSL became a subsidiary of JSW Steel with effect
from October 1, 2021.
Conseguent to the aforesaid conversion, the Company is controlling and managing BPSL
through PSL and the financials have been consolidated with the Company.
BPSL operates a 3.50 MTPA integrated steel plant at Jharsuguda, Odisha and also has
downstream manufacturing facilities at Kolkata, West Bengal and Chandigarh, Punjab.
For FY 2023-24, BPSL reported its highest ever annual crude steel production at 3.18
MnT. The crude steel production increased by 15.4% y-o-y primarily due to the ramp-up of
the Phase I expansion to 3.5 MTPA which was commissioned in FY 2022-23. BPSL also produced
pig iron of 0.52 MnT during FY 2023-24.
BPSL reported its highest ever annual steel sales of 2.96 MnT, up 17.5 % y-o-y. The
total revenue from operations was at ^21,893 crore as compared to ^20,077 crore in the
previous year. EBITDA increased from ^1,805 crore in FY 2022-23 to ^2,765 crore in FY
2023-24, primarily due to decline in coking coal prices, lower power and fuel costs and
lower conversion costs partially offset by lower sales realisations. Profit after tax
stood at ^674 crore vis- a-vis ^160 crore in FY 2022-23.
4) JSW Industrial Gases Private Limited ('JIGPL')
JSW Industrial Gases Private Limited ('JIGPL') is a wholly owned subsidiary of the
Company. The Company sources oxygen, nitrogen and argon from JIGPL for its Vijayanagar
plant. Operating EBITDA for the year under review was at Rs. 40 crore as against Rs. 33
crore in the previous year. Profit after tax was at Rs. 19 crore compared to Rs. 18 crore
in the Previous year.
5) Neotrex Steel Limited ('NSL')
Neotrex Steel Limited is setting up a low relaxation pre-stressed concrete strand
('LRPC') facility with state-of-the-art line and a capacity of 1.44 lacs tons per annum
('LTPA') at Vijayanagar unit. JSW Steel had planned to enter into the business of
manufacture of LRPC as the product offers higher margins and widens the basket of
value-added products compared to direct sale of wire rods, which is an input for
manufacture of LRPC. JSW Steel holds 80% eguity stake in NSL and the balance 20% is held
by individual shareholders. NSL is currently operating 0.72 lacs ton per annum LRPC
facility and the second phase of 0.72 lacs ton is expected to be commissioned in FY
2024-25. NSL manufactured 48,959 tons of LRPC during the FY 2023-24.
Operating EBITDA for the year under review was at ^23 crore as against ^9 crore in the
previous year. Its profit after tax was ^3 crore in FY 2023-24 as against ^3 crore in FY
2022-23.
6) ]SW Vijayanagar Metallics Limited ('JVML')
JVML, a wholly owned subsidiary of the Company is setting up a 5 MTPA Steel
manufacturing facility at Vijayanagar in the State of Karnataka which includes Blast
Furnace ('BF'), Steel Melting Shop ('SMS'), Hot Strip Mill ('HSM1) (including Plate Mill)
and other auxiliary units (together 'the facility') to manufacture steel products across
the supply chain.
On March 17, 2024, JVML started the commissioning of the reheating furnaces a roughing
mills of the FISM facility relating to plate manufacture and reached desired level of
output and capacity utilization by March 29, 2024.
JVML successfully commissioned its FISM at its integrated steel plant at Vijayanagar
with a capacity of 5 MTPA and has made its first dispatch. The FISM facility has
capability of manufacturing plates, coils and is eguipped with advanced features such as
Digital Reheating Furnaces, Evaporative Cooling System, Waste Fleat Recovery System,
Attached Edger in Finishing mills for accurate width control, Auto Steering Control,
uniform mechanical properties and production of superior value-added grades.
The entire 5 MTPA integrated facility of JVML is expected to be commissioned by Q2 of
FY 2024-25 and the ramp-up of the integrated facility is expected by end of Q3 of FY
2024-25.
7) NSL Green Steel Recycling Limited ('NGSRL')
The Company has embarked on the journey of reducing its carbon footprint by setting a
target of 1.95 TC02/Ton of steel from 2.52 TC02 by 2030. One of the steps the Company
identified for achieving targeted C02 emission is an increase in the consumption of steel
scrap. The Company sought for renowned shredder operators as a joint venture partner to
primarily focus on shredding steel scrap in the vicinity of its manufacturing locations
wherein scrap generated from industries such as automotive, consumer durables, railways,
and ship breaking can be collected, shredded inhouse and then consumed by JSW Steel as
coolant in its facilities viz. steel convertors, Electric Arc Furnaces (EAFs) and CONARC
furnaces. Accordingly, the Company in the previous year entered into a joint venture
agreement with National Steel Holding Limited ('NSHL') to establish scrap shredding
facilities in India using the state-of-the-art machinery, technical know-how and relevant
processes. In furtherance of which, a company was incorporated under the name of NSL Green
Steel Recycling Limited ('NGSRL') and entered in to a joint venture arrangement with NSHL.
NSHL terminated the joint venture agreement during the current year under review to pursue
some other business prospects. During the year, the Company acguired the eguity share
capital held by NSHL and NGSRL became wholly owned subsidiary of the Company. NGSRL is
setting up a shredding facility near Dolvi Plant of 4,00,000 tons per annum capacity.
During the year, NGSRL acguired land, tied up with the banker for its funding reguirement
and the eguipment ordering is in progress. The project is under progress and expected to
be commissioned in FY 2025-26.
8) Other Major Projects being undertaken by domestic subsidiaries
The Company, as a part of its long-term growth strategy, has initiated a few greenfield
projects in the states of Odisha, West Bengal and Jharkhand.
JSW Utkal Steel Limited ('JUSL') was formed for setting up an integrated 13.2
MTPA steel plant and a 900 MW captive power plant in Odisha.
In April 2022, JUSL, a wholly owned subsidiary of JSW Steel, received the environmental
clearance ('EC') for setting up a 13.2 MTPA greenfield Integrated Steel Plant ('ISP') from
the Union Ministry of Environment a Forest and Climate Change ('MoEFSCC'). The project is
expected to generate employment opportunities in the region, which in turn will boost the
economy of Odisha. Capital expenditure for the modern and environment- friendly ISP is
expected to be approx. ^65,000 crore including associated facilities. Total land reguired
for the project is 2,950.31 acres, of which 2,677.80 acres was forest land, for which the
Divisional Forest Officer, Mangrove Forest Division ('WL'), Rajnagar a the Collector on
January 4, 2024 delivered documents pertaining to the handing over of possession for the
total forest land admeasuring 2677.80 acres to JUSL. The non-forest land of 272.51 acres
has already been leased in favour of JUSL by the State Government of Odisha.
Pursuant to the National Green Tribunal ('NGT') order dated March 20, 2023, the EC
granted to JUSL with respect to two interconnected projects - an integrated steel plant
and a captive jetty project in Odisha - was suspended, and after detailed review by EAC,
the EC for steel plant and captive jetty was reinstated in September 2023 and January 2024
respectively, along with additional compliances. The project is one of the largest in the
manufacturing sector in India and the MoEF&CC accorded the EC after successful public
hearings.
JUSL has earmarked budgets for social interventions under public health, education,
skill development, social infrastructure, waste management, environment, drinking water,
women empowerment, etc. Additionally, based on the environment impact assessment ('EIA'),
JUSL has plans to incur expenditure for the environment protection and mitigation
measures. JUSL has received consent from Odisha State Control Pollution Board, to
establish the first phase of crude steel at 4.15 MTPA and captive jetty at 52 MTPA.
JUSL is setting up 30 MTPA, 302 kms Slurry pipeline from the mines to Jatadhar Port.
The slurry pipeline will enable seamless logistics for large volumes of iron ores and
avoid constraints in rail transportation viz. inadeguate supply of rakes, congestion
points in the railway routes, etc. and substantial reduction in transportation cost
vis-a-vis rail transportation. The project is under progress and expected to be completed
in FY 2026-27. JUSL is also setting up 8 MTPA pellet plant at Jatadhar including land
acguisition, land development, power, water and other infrastructure for the proposed
integrated steel plant. The Pellet plant is expected to be commissioned in FY 2026-27.
JUSL is in the process of obtaining the necessary approvals and licences for the project.
JSW Bengal Steel Limited ('JSW Bengal Steel') - As part of its overall growth
strategy, the Company had planned to set up a 10 MTPA capacity steel plant in phases
through its subsidiary, JSW Bengal Steel. However, due to uncertainties in the
availability of key raw materials such as iron ore and coal, after the cancellation of the
allotted coal blocks, the JSW Bengal Steel Salboni project has been put on hold.
JSW Jharkhand Steel Limited ('JJSL') - JJSL was incorporated up of a 10 MTPA
steel plant in Jharkhand. The Company is currently in the process of obtaining approvals
and clearances necessary for the project.
(II) Overseas Subsidiaries
1) Periama Holdings LLC and its subsidiaries viz. JSW Steel (USA) Inc (Plate and
Pipe Mill Operation) and its subsidiary (West Virginia, USA-based coal mining
operation)
a) The Baytown facility has a 1.2 MNTPA plate mill and a 0.55 MNTPA pipe mill. The
facility is located near a port and is close to key customers in the oil and gas industry.
JSW Steel (USA) plate and pipe mill is in the process of modernising the existing
facilities at Baytown, Texas. The first phase of modernisation was completed and
commissioned in FY 2021-22. The second phase of the modernisation is expected to be
completed in FY 2025-26. The unit produced 0.42 MNTPA of plates and 0.031 MNTPA of pipes
with capacity utilisation of 44% and 6%, respectively. JSW Steel (USA) reported an EBITDA
of $113.3 million (^940 crore), compared to $100.7 million (^832 crore) in FY 2022-23.
EBITDA increased primarily on account of higher dispatches of plates and pipes, partially
offset by lower EBITDA pertonne. The EBIDTA perton was lower as compared to the previous
year due to a decline in plate and pipe realisations, which was partially offset by lower
input costs. In FY 2023-24, profit after tax was $28.1 million (^237 crore), compared to a
profit after tax of $10.5 million (^110 crore) in FY 2022-23.
b) Coal mining operation Periama Holdings LLC has a 100% eguity interest in coal mining
concessions in West Virginia, US, along with permits for coal mining, and owns a 500 TPH
coal-handling and preparation plant. During FY 2023-24, the Company sold its property,
plant and eguipment, and mineral rights for a consideration of $24 million (Rs. 198 crore)
as operating the mines were not economically viable in absence of coal mining lease and
plant lease which were terminated by the lessor in FY 2021-22.
2) Acero Junction Holdings, Inc (ACERO) and its wholly-owned subsidiary JSW Steel USA
OHIO Inc (JSWSUO)
JSWSUO has steelmaking assets consisting of a 1.5 MNTPA electric arc furnace ('EAF'), a
2.8 MNTPA continuous slab caster and a 3.0 MNTPA hot strip mill at Mingo Junction, Ohio in
USA.
JSWSUO operated at a capacity utilisation of 66% during FY 2023-24 compared to 40% in
FY 2022-23. JSWSUO reported an EBITDA loss of $38.4 million (^315 crore) compared to
EBITDA loss of $74.0 million (^579 crore) in FY 2022-23. Loss after tax was at $104.8
million (^858 crore), compared to loss after tax of $126.5 million (^1,000 crore) in FY
2022-23. JSWSUO incurred EBITDA loss during the year on account of decline in HRC sales
realisation which was not fully offset by the lower input scrap prices, increase in fuel
costs and inventory losses due to a sudden decline in sales realisations.
JSWSUO has undertaken capex project of installation of Vacuum Tank Degassing ('VTD')
and Caster Dynamic Soft Reduction ('DSR') on one strand. The Implementation of a VTD and
further upgrades to Mingo Junction's Caster eguipment will allow JSWSUO to compete with
existing/under development modern facilities in serving the target market applications of
HRC, API Pipe and Tube, and to supply to the Baytown facility with the majority of its
slab substrate material.
In addition to improving the guality of existing product offerings, the VTD and DSR
projects will allow JSWSUO access to the growing markets of HRC to support API
applications, off shore wind plate, and others as well as positioning JSWSUO as a player
in USA's renewable energy supply chain / market.
The project is expected to be commissioned in FY 2025-26.
3) JSW Steel Italy Piombino S.P.A. ('JSW Piombino') (formerly known as Aferpi S.P.A),
Piombino Logistics S.P.A. ('PL') and GSI Lucchini S.P.A
JSW Piombino produces and distributes special long steel products. The Company has a
plant at Piombino in Italy, comprising a rail mill (0.32 MTPA), bar mill (0.4 MTPA), wire
rod mill (0.6 MTPA) and a captive industrial port concession. PL manages the logistics
infrastructure of Piombino's port area. The port managed by PL has the capacity to handle
ships up to 60,000 tonnes.
During FY 2023-24, rail mill production was 276,435 tonnes, up 36% y-o-y, with capacity
utilisation at 77%, as against 56% in the previous year. Operating EBITDA was at 651.6
million (^446 crore) compared to an Operating EBITDA of 626.4 million (^202 crore). Profit
after tax amounted to 635.3 million (^319 crore) as against profit after tax of 614.9
million (Rs. 139 crore) in FY 2022-23.
During FY 2022-23, JSW Piombino entered into two long term contracts for ~300,000
tonnes with Rete Ferroviaria Italiana ('RFI'), a private law company which operates under
a public concession and is responsible for the national infrastructure for railway network
in Italy.
A Memorandum of Understanding ('MOU') was signed between the Ministry of Industry and
Made in Italy, the Tuscany region, the Municipality of Piombino and JSW Steel Italy SRL
('JSW SRL'). This MOU is intended to commence and relaunch the Steelworks site of
Piombino.The MOU sets the conditions for efficient and sustainable state support for the
production of rails. It is part of broader project to kickstart economic development of
the region. The MOU provides for four months of collaboration for execution of a programme
agreement i.e. Accordo di Programma ('ADP').
JSW Piombino has currently embarked on modernisation of the rail mill and is increasing
the rail making capacity from 320,000 tonnes to 600,000 tonnes per annum. The investments
at
JSW Piombino are aimed at making the rail mill more efficient, most modern,
technologically advanced and best in class. The project envisages setting up of Tandem
Mill, Head Hardening facility, and increase the length of rails from 108 to 120 meters
resulting into increase in productivity, lower conversion cost, increase in range of
products and guality improvement.
The project is expected to be commissioned in FY 2026-27.
(Ill) Joint Venture Companies
Strategic acquisitions and joint ventures
1) JSW JFE Electrical Steel Private Limited (Formerly known as JSW Electrical Steel
Private Limited) ('JESPL')
The Oompany has formed a 50:50 joint venture - JSW JFE Electrical Steel Private Limited
with JFE Steel Oorporation, Japan ('JFE') on February 8, 2024, for the manufacture and
sale of cold rolled grain oriented electrical steel products ('ORGO')using industry
leading machinery, technical know-how, and JFE's energy efficient production technology
developed through extensive R&D. The JV will manufacture the entire range of 6RG0
products at its proposed facilities at Vijayanagar, Karnataka, India and will be the first
company to produce GRGO products with its entire chain of manufacturing processes in
India.
JESPL is setting up the GRGO manufacturing facility in Karnataka with a planned
investment of ^5,500 crore and expected to be commissioned within a period of three years.
2) JSW Severfield Structures Limited ('JSSL') and its subsidiary JSW Structural Metal
Decking Limited ('JSWSMD')
JSSL operates a facility to design, fabricate and erect structural steel work and
ancillaries for construction projects. The facility has a total capacity of 1,00,000 TPA
at Bellary, Karnataka. JSSL produced 1,00,117 tonnes (including job work) during FY
2023-24. JSSL's EBITDA increased to Rs. 113 crore from Rs. 106 crore in FY 2022-23 while
profit after tax increased to ^30 crore from ^27 crore.
JSW Structural Metal Decking Limited ('JSWSMD'), a subsidiary of JSSL, is engaged in
the business of designing and roll forming of structural metal decking and accessories
such as edge trims and shear studs. The plant's total capacity is 10,000 TPA. In FY
2023-24, JSWSMD's EBITDA was at Tl crore compared to^11 crore in FY 2022-23. Profit
aftertax was at ^3 crore versus ^4 crore in FY 2022-23.
3) JSW Ml Steel Service Center Private Limited ('MISI JV')
The Gompany and Marubeni-ltochu Steel Inc entered into a 50:50 JV agreement on the
September 23,2011 to set-up Steel Service Gentres in India.
Since then JSW Ml Steel Service Genter Private Limited has established a mark in the
Industry for providing
World-class processed steel products and allied services. It is not just a
collaboration of business ideas but also a confluence of philosophies and synergies of two
Large conglomerates from India and Japan.
MISI JV presently has 4 major steel service centres across India in the locations of
Pune, Palwal, Chennai and Ahmedabad with a total installed capacity of 1.15 MTPA.The key
services offered are slitting, cut- to-length, blanking, inventory control and JIT steel
solutions for the discerning customers from all Industry segments.
With increased production capacities and enhanced product mix envisaged by the Company
in the future, the need for customized and ready to use steel solutions would be
imperative from customers. The Indian steel demand is on a robust growth path and this
offers tremendous opportunity for MISI JV to supply of high end processed steel to
customers at large.
The move to set up these steel service centres is to leverage the expertise of service
center operations of Marubeni worldwide and to utilise JSW Steel's sales network , pan
india for sales of its world class technology products manufactured at its various plants.
Going forward MISI JV will continue to play a vital role of an intermediary between JSW
Steel and its end Customers with respect to processing, inventory management and
distribution of steel products.
The service centre is eguipped to process flat steel products, such as hot-rolled, cold
rolled and coated products. Such products offer just-in time solutions to automotive,
white goods, construction and other value-added segments. In FY 2023-24, EBITDA was at ^81
crore as against ^50 crore in FY 2022-23. Profit after tax was at ^35 crore versus ^21
crore during FY 2022-23.
(D) Dividend
The Board of Directors of the Company had approved a Dividend Distribution Policy on
January 31, 2017, in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Reguirements) Regulations, 2015 and amendments thereof ('SEBI
LODR Regulations'). The Policy is available on the Company's website:
https://www.iswsteel.in/investors/isw-steel-
aovernance-and-reaulatorv-information-policies-0.
In terms of the policy, eguity shareholders of the Company may expect dividend if the
Company has surplus funds and after taking into consideration the relevant internal and
external factors enumerated in the policy for declaration of dividend.
The policy also enumerates that efforts will be made to maintain a dividend payout
(including dividend distribution tax and dividend on preference shares, if any) in the
range of 15% to 20% of the consolidated net profit of the Com pany, in any financial year,
subject to compliance of covenants with lenders/bondholders.
In line with the said policy, the Board of Directors have recommended a dividend of
^7.30 per eguity share on 2,44,54,53,966 eguity shares (^3.40 last financial year per
eguity share on 2,41,72,20,440 eguity shares) of Rs. 1 each of the Company, for the year
ended March 31, 2024, subject to the approval of the members at the ensuing Annual General
Meeting. This dividend payout ratio works out to 19.89% of the consolidated net profit for
FY 2023- 24. The total outflow on account of eguity dividend will be ^1,785 crore, vis a
vis ^822 crore paid out for FY 2022- 23.
MAINSTREAMING SUSTAINABILITY IN BUSINESS IMPERATIVES
1) Sustainability Governance
JSW Steel prioritises sustainable development as a key business objective. The
Company's sustainability vision is driven by a desire to demonstrably contribute in a
socially, ethically, and environmentally responsible way to the development of a
sustainable society, and to ensure that the needs of future generations aren't compromised
while doing the same thereby truly committing to sustainable development.
To make this vision a reality, a comprehensive strategy has been developed which is
backed by a robust sustainability framework. This framework underpins and sets the tone
for JSW Steel's 17 key focus areas across Environment, Social, and Governance ('ESQ'); and
consists of management standards, technical standards, policies, and guidance notes, as
appropriate. JSW Steel's sustainability framework is aligned to numerous national and
international standards like ISO, IFC, UNGC, OECD, UNSDGs, UNGP-BHR, and the NGRBC. The
focus areas embody the long-term sustainability goals of the organisation addressing three
core sustainability issues around climate action, nature action and tackling inegualities.
The identification of these focus areas has been done through extensive study to
understand their impact and the level of contribution reguired. To create long-term value
for all stakeholders, the Company has set specific targets and goals.
The Business Responsibility and Sustainability Committee provides oversight and
governance through reviews of the progress on sustainability initiatives biannually. To
ensure that a seamless mechanism is in place to review stakeholder issues periodically,
JSW Steel has been undertaking extensive planning and process optimisation and investing
in technology and innovation to limit environmental risks, and is committed to build a
sustainable future for all.
Key sustainability focus areas:
Climate change
Energy
Resources
Water resources
Waste
Wastewater
Air emissions
Biodiversity
Local considerations
Human rights
Indigenous people
Cultural heritage
Business ethics
Employee wellbeing
Supply chain sustainability
Sustainable mining
Social sustainability
2) Tackling Climate Change
JSW Steel recognises its role as an industry leader and its responsibility towards
creating a cleaner and sustainable planet for the future. To this end, the Company has
developed a comprehensive climate action plan and has published its first "Climate
Action Report" publicly available at https://www.iswsteel.in/sites/default/files/
assets/industrv/steel/IR/CSR/Sustainabilitv%20Reports/
JSW-Climate-Action-Report-2024-23052024.pdf. The Company is taking a number of steps in
its journey towards decarbonisation:
The Company has set a target to reduce its C02 emission intensity by 42% by 2030
(from 2005 base year), and become Net Neutral in carbon emissions for all operations under
its direct control by 2050
The Company has earmarked USD 1.25 billion dollars towards initiatives to reduce
our C02 emissions to achieve its 2030 target
As the Company aims to increase its capacity, it aspires to power its entire
setup through 10 GW of renewable capacity by 2030
Another step initiated is to incorporate green hydrogen into our Direct Reduced
Iron ('DRI') plant at the Company's flagship unit Vijayanagar in the State of Karnataka -,
propelling the Company forward in the production of low-carbon-emission steel
The Company a specific programme called 'Sustainable Energy Environment and
Decarbonisation' ('SEED') at its operations to bring in changes at the grass root level to
remain both operational and C02 emission efficient
The Company is also exploring for setting up a dedicated factory to cater the
low carbon emission market
To stay up-to-date with rapid developments related to climate change, JSW Steel has
constituted a Climate Action Group ('CAG'). The CAG, facilitated by the corporate
sustainability team, operates as a central think-tank to formulate and drive the climate
change mitigation strategy and actions towards a low-carbon future.
Further details of JSW Steel's climate change actions and performance are detailed in
the integrated report.
3) Energy
The Company has been steadily shifting towards cleaner energy sources to optimise its
business processes and minimise energy consumption. The Company has set a target to
transition from thermal to renewable energy usage for which it has planned installation of
10 GW renewable energy capacities by 2030. At present, JSW Steel has achieved the
operationalisation of a 225 MW captive solar power plant that provides renewable energy
for consumption in steelmaking.
The Company had entered into Power Purchase Agreement for procurement of 958 MW of
renewable power (733 MW Wind and 225 MW Solar) earlier. Solar capacity of 225 MW was
commissioned at Vijayanagar in Q1 of FY 2022-23 and the balance capacity of 733 MW wind
power will be progressively commissioned by end of Q2 of FY 2024-25 across various plant
locations. Subseguently, the company contracted for 79 MW (Solar and Wind) capacities at
its Vijayanagar and Anjar locations, which will be commissioned by Q2 of FY 2025- 26.
The Board of Directors has now approved entering into contract for procuring a hybrid
renewable energy generation capacity of 600 MW (200 MW Solar and 400 MW Wind) along with
320 MWh battery storage at Vijayanagar for commissioning by Q3 of FY 2026-27. All the
above renewable capacities are being set up under the group captive norms prescribed under
the Electricity Act, 2023
In addition to this, the Company is continuously introducing and adopting
energy-efficient systems and practices to conserve energy and optimise input costs.
4) Product Sustainability
JSW Steel has achieved notable milestones, receiving GreenPro certification for JSW
Neosteel TMT bars, 14 categories of roofing sheets, and becoming the first manufacturer to
earn the prestigious GreenPro ecolabel for its automotive steel products. This recognition
reflects the Company's leadership and steadfast commitment to sustainable practices,
exemplified by its active involvement in developing the GreenPro Standard for automotive
steel in India.
The GreenPro ecolabel is a Type-1 ecolabel, and represents the pinnacle of
environmental sustainability and product performance in the Indian manufacturing sector.
The availability of the GreenPro ecolabel for the Company's automotive steel products
empowers automotive manufacturers to prioritise sustainability in their supply chains.
In addition, the Company has obtained Environmental Product Declarations ('EPDs') for
all its finished products from three of its integrated steel plants and three downstream
plants. EPDs enable the Company to transparently communicate environmental information to
customers, offering reliable and standardised insights into the products' lifecycle. The
Company's branded products, including Radiance, Colouron+, Silveron+,
Vishwas+, and Vishwas, are all GreenPro certified. JSW Steel firmly believes that
sustainable practices are not only essential for value creation but also offer significant
long-term benefits for all stakeholders.
5) Water Management
The Company has set a target of achieving specific water consumption (in steel
production) of 2.21 m3/ tcs by 2030. At present, all JSW Steel operational sites maintain
Zero Liguid Discharge. The Company continuously implements process enhancements to achieve
better water conservation. All the plants have robust water management strategies in place
to advance water stewardship goals. During the year, the Company has been recognised for
leadership in corporate transparency and performance in water security by global
environmental non-profit CDP, securing a place on CDP's annual 'A List' (the only steel
company in the world to achieve an A in Water Risk). This recognition underscores the
Company's unwavering commitment to sustainable water management practices.
6) Circular Economy
The Company has prioritised waste minimisation and embraced circular economy models
into its business operations and has achieved more than 99% of utilisation of all wastes
generated during FY24. To push towards a 100% utilisation and demonstrate usability of
steel slag in road and construction, the Company's Dolvi plant has constructed a steel
slag based road with the help of the Central Road a Research Institute ('CRRI').
JSW Steel is taking an active global advocacy in promoting resource efficiency and
circular economy being one of the founding member of the Resource Eff iciency a Circular
Economy Industry Coalition ('RECEIC'). The RECEIC was formulated to facilitate and foster
greater company-to-company collaboration among the G20 countries to build advanced
capabilities across sectors and value chains, bring learnings from diverse and global
experiences of the coalition members, and unlock on-ground private sector action to
enhance resource efficiency and accelerate circular economy transition.
7) Air Emissions
Air pollution has adverse effects on the environment and human health. Particulate
Matter ('PM'), nitrogen oxides ('NOx'), sulphur oxides ('SOx'), and other harmful gases
are among the primary contributors to air pollution. JSW Steel has adopted several
policies and measures to prevent, manage, and mitigate air emissions. The Company strategy
focuses on reducing both point-source (such as stack emissions) and non-point source (such
as fugitive emissions) pollution. JSW Steel has established stringent monitoring systems
and deployed advanced emission reduction technologies to ensure compliance with
environmental regulations.
JSW Steel persists in enhancing and executing advanced pollution control systems while
pursuing expansion and advancement in its strategies. The Maximised Emission Reduction of
Sintering ('MEROS') with Waste Gas
Recirculation ('WGR') System at Dolvi and Vijayanagar is designed as a special bag
filter based dry gas cleaning system for sinter plants and has capabilities to
significantly reduce dust emissions.
8) Biodiversity
JSW Steel pursues the biodiversity conservation for the protection and management of
biodiversity to obtain resources for sustainable development, having its target to achieve
a "No Net Loss" by 2030. The Company is conducting specific biodiversity
assessments and drawing up management plan for its operational site to align its efforts
in line with the Taskforce on Nature-related Financial Disclosures ('TNFD').
At Vijayanagar, a biodiversity initiative to develop a green belt at Sasan Vana
Biodiversity Park spanning 240 acres of land has been initiated. This initiative aims to
create a thriving ecosystem that supports a diverse range of flora and fauna, promoting
environmental sustainability and preserving the region's biodiversity.
At Salem, Mahavanam is an effort to grow 'Mini Urban Forests' in the Mecheri Union to
reduce the average temperature by 2?C. The purpose of these mini forests is to increase
green cover and offer a plethora of benefits such as lowering the temperature, reducing
air and noise pollution, and absorbing up to 30 times more carbon.
9) Corporate Social Responsibility
In line with the Group's philosophy of 'Better Everyday', the Company has strived to
deliver on its responsibilities towards its communities, people and society at large. The
Company carries out its social development through JSW Foundation. The aim is to drive
meaningful and sustainable change among communities (Direct Influence Zones and Indirect
Influence Zones) across eight cause areas.
JSW Foundation's interventions are oriented towards achieving better outcomes in the
local context by adopting SAMMS approach- Strategic, Aligned, Multi-stakeholder,
Measurable and Sustainable. The interventions aim to leverage the long-standing trust and
engagement with the communities to enable a self- sustaining ecosystem of well-being.
The interventions range from strengthening educational institutions to provisioning of
secondary and tertiary healthcare and strengthening of public health system, helping
communities access basic sanitation and promoting hygiene, contributing towards water and
environment conservation, facilitating women-centric livelihoods, and promoting
agri-livelihoods approach.
In the last seven financial years, the Company has consistently increased the share of
CSR expenditure.
The CSR spend done by the Company has increased every year, from ^63 crore in FY
2018-19 to ^235 crore in FY 2023-24.
During FY 2023-24, the Company's actual CSR obligation after set off was ^298 crore.
The Company has spent ^235 crore towards CSR expenditure and the balance of
^63 crore was deposited in an escrow account for CSR spending in specified projects.
Envisioning and achieving progress across intervention areas:
Education
JSW Foundation all-encompassing approach to education involves interventions at various
stages along a child's learning journey. The initiatives focus on a spectrum of aspects,
ranging from Anganwadi to graduation to make guality education accessible to children. The
initiatives cover a wide range of areas, such as, developing state-of-the-art
infrastructure, refurbishing dilapidated structures, holistic early childhood education
interventions, focusing on learning outcomes, building capacities of the ecosystem and
providing scholarships for higher education.
Health and nutrition
JSW Foundation is committed to enhance India's health and nutrition status with
improved health services and facilities. The efforts under this focus area aim to enhance
health and nutrition services at all levels of the healthcare systems by increasing
awareness, contributing to infrastructure development and encouraging community engagement
to support the nation's efforts.
Water, environment and sanitation
JSW Foundation undertakes an integrated approach towards water, environment and
sanitation by ensuring access to safe drinking water, implementing long-term plans for
sustainable water resource management and enabling water security for domestic and
agriculture usage in communities. JSW Foundation has designed need-specific solutions in
order to increase the availability of drinking water for the communities.
Waste management
JSW Foundation strives to improve existing waste management systems and generate
awareness to move towards a circular economy. JSW Foundation is aligned to the
government's Swachh Bharat Mission and focuses on reducing and eliminating the practice of
mixed waste from its Direct Impact Zones ('DIZ') villages and beyond.
Skills and livelihoods
JSW Foundation focuses on increasing the employability opportunity through skills
development of youth and women in rural areas with innovative solutions. JSW Foundation
partnered with National Skills Development Corporation ('NSDC') and supporting Skills
Impact Bond for employment linked skills development of youth.
Agri-livelihoods
JSW Foundation's efforts are aimed at sustainably enhancing incomes of individuals
dependent on agriculture and allied sectors. The interventions aim to contribute to
secure, inclusive and sustainable agricultural practices by working alongside farmers to
increase production and income, encouraging methods among farmers through a variety of
demonstration farms, trainings, and grassroots capacity development. JSW Foundation has
partnered with agriculture universities to get new and innovative approaches for
sustainable agricultural practices.
Promoting Sports
JSW Foundation is paving the way for the development of sports by focusing on offering
comprehensive and integrated solutions for communities from infrastructure support, to
ensuring adeguate nutrition and training to coaches, to partnering with government bodies
and otherorganisationsforgrowth. JSW Foundation promotes sports and provides a strong
support system for India's athletes to accomplish the vision of transforming India's
sports trajectory.
Art, culture and heritage
JSW Foundation has focused on developing a longterm preservation and restoration
strategy to protect the country's heritage for future generations. Through active
collaborations with organisations and initiatives that preserve and promote the art,
culture and heritage of India, JSW Foundation is involved in establishing art precincts,
restoring heritage structures, and preserving history.
The Company has a CSR policy in place that has been approved by the Company's Board of
Directors and the same is available on the website of the Company at
https://www.iswsteel.in/investors/isw-steel-
aovernance-and-reaulatorv-information-policies-0
In view of the solid foundation laid for the long-term projects in this fiscal and the
envisioned scaling up of the on-going CSR projects, the Company shall strive to create
value for all the stakeholders. The disclosure as per Rule 9 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended) is annexed to this Report as Annexure
A.
10) Health and Safety
The Company's organisational philosophy of "Better Everyday" continues to
inspire and guide the Company in its unwavering commitment to making workplaces safer and
healthier for all.
The Company is committed to provide a healthy and safe working environment for
employees, contractors, business associates and visitors on premises and communities
impacted by its operations. The Company aims to be compliant with all applicable health
and safety legal reguirements, and world-class Occupational Health and Safety ('OHS')
management systems are being implemented and maintained across locations.
Safety performance has significantly improved across all Company integrated steel
plants. During the financial year, the Company achieved notable improvements in key safety
metrics compared to the previous year. This progress is the result of initiatives such as
the skill assessment of all contractual workmen, stringent pre and post-gualification of
contractors, and implementation of incident reduction measures with strong leadership
support at the plant level.
Several other key initiatives were deployed during the year, including the
"Cluster of Excellence - Safety" programme, employee engagement programmes,
extensive skill assessments for new contract workers, hands-on safety training via Safety
Experience Centres and MySetu sessions, Process Safety Management ('PSM') initiatives,
digitisation of critical safety processes, robust contractor safety management under the
CARES programme, and structured safety leadership development programmes for senior
leaders.
The introduction of the Corrective and Preventive Actions ('CAPA') module on the MySetu
platform has been a significant step towards streamlining the horizontal deployment of
lessons learned from past incidents. This initiative aims to enhance safety practices and
prevent the recurrence of incidents across JSW Steel sites.
The safety experience centres at Vijayanagar and Dolvi have been great successes, and
the Company is now establishing similar centres at other integrated steel plants like
Salem, BPSL, and downstream units.
A comprehensive safety vision, 'Vision 2030 - Zero Harm,' has been formulated for the
future, setting ambitious targets for achieving zero fatalities, zero lost time injuries,
and zero harm over the next several years. JSW Steel has finalised the objectives and
targets for all the plants during the Annual Business Plan workshop. By 2030, JSW Steel
strives to be recognised as the world's safest organisation, where the implementation of
the highest standards of safety leads to the greatest levels of productivity.
Safety will continue to remain an area of highest importance for the Company. The
Company is committed to the goal of zero harm and will relentlessly work towards
establishing industry-leading safety standards and practices.
The three strategic focus areas for health and safety are "Effective Leadership,
Robust Systems, and Competent Workforce."
Key initiatives undertaken during FY 2023-24
1. Effective leadership
A safety culture survey, involving 71% (3,265) of the workforce including
contract workmen, was conducted at Raigarh.
Recognising the importance of leadership ownership in safety, JSW Steel has been
conducting the Felt Leadership Programme across the Company. During FY 2023-24, this
programme was organised at Salem and Raigarh, with a focus on nurturing a culture of
safety leadership and accountability. Through interactive sessions and practical
exercises, JSW Steel leaders are eguipped with the necessary skills to inspire and drive a
strong safety-first mindset within their teams.
Safety observations rounds: 5.2 lakh+ observation logged in FY 2023-24. Safety
observations enable in identification of unsafe acts/unsafe conditions and correction of
those improve the behavioural safety.
Gemba Walks: The Company's leadership team actively participates in Gemba
Walkdowns, a structured process of observing and engaging with employees at their
workplaces. These walkdowns provide valuable insights into the ground realities, enabling
JSW Steel leaders to identify potential safety concerns and foster open communication with
the workforce. By being present on the front lines, JSW Steel leaders demonstrate their
commitment to safety and lead by example.
2. Robust system
The Corrective and Preventive Actions ('CAPA') module, introduced in January
2024, aims to streamline the horizontal deployment of lessons learned from incidents over
the past five years.
The Cluster of Excellence: Safety ('CoE-Safety') initiative has been a driving
force in JSW Steel safety journey. Through this programme, the Company identifies and
implements best practices and actionable points across member sites, fostering a culture
of continuous improvement and knowledge sharing.
The Company has embraced digitisation as a means to streamline its safety
processes and enhance efficiency. At Dolvi Works, the Company successfully integrated the
Contractor Pregualification ('CPQ') scores with JSW Steel enterprise resource planing
('ERP') system, ensuring compliance with the Contractor Safety Management ('CSM') Standard
and promoting efficient safety practices. This initiative will be replicated across other
sites, further strengthening the Company's contractor management processes.
Recognising the criticality of process safety in the Company's operations, the
Company has implemented a comprehensive Process Safety Management ('PSM') programme.
To strengthen the knowledge and exposure of safety and Operations a Maintenance
team towards international reguirements and best practices, JSW Steel has organised
National Examination Board in Occupational Safety and Health
('NEBOSH') International Certification on process safety. 74 staff members were trained
during FY 2023-24.
Contractor safety management: The Company places utmost importance on the safety
of the Company's contractors and their workforce. In FY 2023-24, the Company conducted
validation audits through third party to evaluate the effectiveness of JSW Steel's
contractor safety management practices at various sites. Additionally, the Company has
implemented the Contractor Assessment and Rating for Excellence in Safety ('CARES')
programme, evaluating over 4,400 contractors during the fiscal year, ensuring rigorous
compliance with the Company's safety standards.
Group safety team of JSW Steel participated in Ministry of Steel meeting at
Delhi for standardisation of safety guidelines of steel industry along with other industry
peers. The Company led the development of five safety guidelines (CRM/Pellet/ Gas Based
DRI/Asset Management a CSM).
3. Competent Workforce
The Company skill assessment programme for all Integrated Steel Plants ('ISPs')
has been a resounding success.
Total Workmen Assessed |
Qualified |
Identified for Retraining |
Disqualified |
95,498 |
82,368 |
5,507 |
7,623 |
Simultaneously existing workmen are also being assessed for skills and identified
training needs.
Safety experience centre: To provide hands-on safety training and enhance
practical knowledge, the Company has established state-of-the-art Safety Experience
Centres. The facility at Vijayanagar and Dolvi Works is already operational and the
Company is extending similar centres to BPSL and Salem. These immersive training
environments simulate real-life scenarios, enabling our workforce to develop practical
skills and reinforce safe work practices.
Health and safety competency framework: The Company has developed a
comprehensive health and safety competency framework for its safety professionals. This
framework provides a structured approach to assess and enhance the competencies of our
safety personnel, ensuring they are eguipped with the necessary knowledge and skills to
drive safety excellence across our operations.
Employee engagement programme: The Company actively promotes employee engagement in
safety through various initiatives, such as incident reviews, audits, safety skits and
mass communications organised based on monthly safety themes. These programmes not only
raise awareness but also foster a culture of ownership and responsibility towards safety
among our workforce.
11) Human Resources
JSW Steel remains dedicated to nurture continuous learning and professional growth for
each and every member of JSW Steel team. The Company's vision is to elevate expertise and
eguip everyone with the latest tools and technigues essential to excel. Looking at the
future of business and changing priorities on the technology landscape for its industry,
techno -functional skill development is one of its key focus areas for the coming years.
In line with this, the Company recently launched the JSW Steel Technical Academy which is
a curated and self-paced e-learning platform. The Company has partnered with the World
Steel Association to ensure cutting-edge courses for every aspect of Steelmaking.
In addition to this, well-being, diversity, inclusion and overall employee growth
continues to be the important elements of the organisational culture. JSW Steel has always
been an egual opportunity employer, irrespective of gender, age, caste, religion or
colour. JSW Steel remains steadfast in its dedication to fostering diversity and inclusion
within the organizational fabric. The Company has an aim to enhance the gender diversity
mix to 15% in the next five years, efforts are channelled towards implementing policies
and recruitment initiatives across the organization. Approx. 22% of Graduate Engineer
Trainees and 36% of Management Trainees hired last year were women. Along with this, last
yearthe Company hired ex-servicewomen from Defense a Armed Forces in core technical
functions.
JSW Steel continues to be certified as the Great Place to Work? ('GPTW') with strong
overall levels of trust built through different policies and improvement in overall score.
The Company was recognized with 'India's Best Employers Among Nation Builders - 2023'
award by the Great Place to Work? Institute. Recently, JSW Steel has also been awarded by
GPTW for its Health and Wellness program.
JSW Steel continues in its efforts in attracting top-tier talent and nurturing a highly
skilled workforce to propel innovation and operational excellence. Through the
implementation of targeted recruitment strategies, the organization addressed critical
role vacancies while concurrently investing in comprehensive employee training and
development initiatives. Towards this, JSW Steel has partnered with premier institutions
like IIM A and ISB in India and Cornell and Brown University abroad.
Moreover, there is a high focus on succession planning and talent cultivation aimed to
identify and groom high- potential individuals for leadership positions, ensuring the
continuity of organizational prowess.
Furthermore, endeavours to promote ethical conduct and integrity among employees are
pursued through comprehensive training and awareness campaigns.
Awards
Recognised as Sustainability Champions six years in a row by World Steel
Association for implementing significant sustainable measures in all the projects
301
One of the only 3 steel companies globally to achieve CDP A Leadership rating
JSW Steel recognized as steel sustainability champion 2023 for the fifth
consecutive time in a row
Interbrand recognized JSW Steel as the fastest growing brand in India over the
last 10 years
Recognised as one of 100 best companies for Women in India byAvtar
Certified as Great Place to Work and recognised as India's Best Workplaces in
Health and Wellness 2023
Only steel company globally to secure "A" rating in Water Security
Leadership rating for fourth consecutive year in Climate Change CLIO 2023 Awards
Always Around Campaign won Bronze for Original Music at International Creative
Awards
Included in the Dow Jones World and Emerging Markets Sustainability Indices
Global Energy Transition Changemakers Award at C0P28 in Dubai for SEED Project
Recognized as Gold Winner worldwide by LACP for reporting by IR
Winner of Best Annual Report Awards FY 2023 by Free Press Journal a Care Ratings
Other awards received by respective Plants
Vijayanagar
Won the prestigious Gold award in the Waste Management Category at the 14th
Exceed Green Future Award a Conference 2023
Declared as a Gold Award winner in the International Research Institute for
Manufacturing (IRIM)'s India Green Manufacturing Challenge (IGMC) Awards 2023
Won the prestigious NAMC 2022-23 Award (An apex award) at the 9th edition of the
National Awards for Manufacturing Competitiveness
Joint winner of the IIM National Sustainability Award 2023
Won PeopleFirst HR Excellence Award 2023 for "Leading Practices in Learning
a Development"
Won the Oil DX 2023 Award for best practice in digital transformation for
innovative category
Dolvi
Won 3 international awards from British Safety Council a Greentech Foundation
and National Awards from FICCI (Federation of Indian Chambers of Commerce and Industry)
Won Platinum Award for Excellence in Safety Systems, ICC (Indian Chamber of
Commerce) Platinum OHS Award, OHSSAI (Occupational Health,
Safety a Sustainability Association of India) Gold Award with 4.5 Star rating
Five Star grading from Occupational Health and Safety Audit conducted by the
British Safety Council Awards and Recognition on Environment
Won Oil ITC Sustainability Award under the category of significant achievement
in Environment Management, highlighting key achievements in environment management
Won CAP 2.0 Award: Climate Action Programme Award under Oriented' category in
Energy, Mining a Heavy Manufacturing ('EMHM') sector by Oil (Confederation of Indian
Industry and Oil- ITC Centre of Excellence for sustainable development
Salem
Won the IIM National Sustainability award in alloy steel category
Won the "Golden Peacock Award for Occupational health a safety"
organised by Institute of Directors.
Received the "Best Innovative technology for recycling award"
organised by Cll - SR Industrial water waste management competition in August 2023
Won the "Gold Award" in the 5th ICC National OHS Awards 2023 for
excellence in the sphere of Occupational Health a Safety
Received "Platinum Award" at the 13th Exceed OHS award a Conference
2022 in the Steel category
Recognised with "Platinum award"for ECO innovative product by Grow
care India
Recognised with "Gold award" for Excellence in Energy Efficiency by
Grow care India
Recognised with "Gold award" for Excellence in Water Management by
Grow care India
16 teams participated and won 16 Gold (First category) awards in Chapter
Convention on Quality Concepts (CCQC)
Won 8 Par Excellence (First category) awards in National Convention on Quality
Concepts (NCQC) at Nagpur
3 teams participated and won 3 Gold (First category) awards in International
Convention on Quality Control Circles (ICQCC) in China
CFT project of MRSS a Safety "Improving the safety in circuit breaker
operation won the Gold award and declared as "Winners" under GOLD category in
Cll Winners competition organised by Cll
Safety, Information Technology (Cross Functional Team) and R&D team
participated in Idea Arabia International award competition conducted by Dubai Quality
Group and secured winning place in their respective categories
Raigarh
Received National Energy Efficiency Award from Center of Energy Excellence
Won Cll award for major Industries EHS rating 3 stars
State level recognition for EHS by Honourable Governor of Chhattisgarh
Won Greentech EHS award 1st prize
Won CEE National Environment Excellence Award
Winner for best practices and new initiatives under the category of Best
performing unit CPP Coal below 50 MW
BPSL
TPG accreditation for Heat treatment from PRI (USA) which is the first in India
for steel industry
5 teams participated in ICQCC 2023 Beijing, China and won 4 Gold and 1 Silver
Ministry of Power, Government of India has issued 51013 ESCerts to BPSL for
surpassing the prescribed target by BEE
Government of Odisha awarded BPSL for being the largest contributor for GST paid
in FY 2022-23
19 teams participated in CCQC and won 17 Gold and 2 Silver
17 teams participated in NCQC and won 6 Par Excellence and 11 Excellent awards
1 team participated in 46th Cll National Kaizen Competition and won Platinum
award (Highest Award of Cll)
5 teams participated in 47th Cll National Kaizen Competition and won Gold award
National Energy Conservation Awards ('NECA') 2023 by the Bureau of Energy
Efficiency (Government of India)
Operational Excellence and National Energy Efficient Team of the Year Award at
CEE 3rd National Energy Efficiency Award 2023, CPP-Coal (50-135 MW) category
2 teams won Cll-Odisha State Level Excellence Award-2023
Odisha State energy Conservation Award-2023
Winner in Technology Excellence ((500 MW CPP) by Mission Energy Foundation.
3 teams won Gold Awards in 0SPC-23
Meritorious performance award to BPSL in Odisha State Energy Conservation
Award-2023
Best ESG Initiative- Environmental Responsibility Award by Council of Enviro
Excellence
]SW Steel Coated
Won Jamnalal Bajaj award for Fair Business Practices (2022-23) for highest
ethical practices in business in Manufacturing Enterprises Large Category from Council for
Fair Business Practice
Won Silver Medal in India Green Manufacturing Challenge 2022-23 (Khopoli)
Won Gold Award (Kalmeshwar) in Cll National Energy Efficiency Circle Competition
Won International Safety Award 2023 from British Safety Council, UK (Bawal)
Won Silver Award in National Award for Manufacturing Competitiveness by M/s.
International Research Institute for Manufacturing (Tarapur)
CORPORATE GOVERNANCE
1) Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit in the profit
and loss account. Accordingly, the Company has not transferred any amount to the
'Reserves' for the year ended March 31, 2024.
2) Prospects
Management Discussion and Analysis, covering prospects, is provided as a separate
section in the Integrated Report.
3) Management Discussion and Analysis
Management Discussion and Analysis is provided as a separate section in the Integrated
Report.
4) Integrated Report
The Securities and Exchange Board of India ('SEBI'), in its circular dated February 6,
2017, had advised the top 500 listed companies (by market capitalisation) to voluntarily
adopt Integrated Reporting ('IR')from FY 2017-18.
The Company published its first Integrated Report the same year in line with the
International Integrated Reporting Framework laid down by the International Integrated
Reporting Council ('IIRC') (now consolidated into IFRS Foundation). The framework pivots
the Company's reporting approach around the paradigm of value creation and its various
drivers.
It also reflects the Company's belief in sustainable value creation while integrating a
balanced utilisation of natural resources and social development in its business
decisions. An Integrated Report intends to give a holistic picture of an organisation's
performance and prospects to the providers of financial capital and other stakeholders. It
is thus widely regarded as the future of corporate reporting.
The previous integrated reports of the Company have been well-received by various
stakeholders and have been recognised internationally for its disclosures. Over the past
six years, the reporting approach of the Company has further evolved. Together with the
integrated reporting framework laid down by IRFS Foundation, its disclosures have been
mapped with other leading frameworks and guidelines.
These include:
Global Reporting Initiative ('GRI') standards
United Nations Sustainable Development Goals ('UN SDGs')
Carbon Disclosure Project ('CDP')
Principles under United Nations Global Compact ('UNGC')
National Guidelines on Responsible Business Conduct ('NGRBC')
The necessary disclosures under these guidelines, together with the articulation of
Company's approach to long-term value creation, have improved the Company's corporate
reporting practices.
5) Corporate Governance Report
The Company has complied with the reguirements of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 and amendments
thereof ('SEBILODR Regulations') regarding corporate governance. A report on the Company's
Corporate Governance practices and the Auditors' Certificate on compliance of mandatory
reguirements thereof are given as an annexure to this Report and the same is also
available on the website of the Company at https://www.iswsteel.in.
6) Business Responsibility and Sustainability Report ('BRSR')
The Company is committed to pursuing its business objectives ethically, transparently
and with accountability to all its stakeholders. It believes in demonstrating responsible
behaviour while adding value to the society and the community, as well as ensuring
environmental well-being from a long-term perspective.
In accordance with Regulation 34(2)(f) of the SEBI LODR Regulations, the Company is
presenting the BRSR along with assurance of the BRSR Core from Auditors, to the
stakeholders of the Company as part of this Integrated Report. The Report on assurance is
also available on the website along with the BRSR report.
As stated earlier in this Report, the current financial year marks the seventh year of
the Company's transition towards Integrated Reporting, focusing on the 'capitals approach'
of value creation.
The seventh IR includes the Company's performance as per the IR framework for the
period April 1,2023, to March 31, 2024. The Company has also provided the reguisite
mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil
the reguirements of the BRSR as per SEBI's directive as well as guidelines for integrated
reporting and the GRI. The Report which forms a part of the Annual Report, can along with
all the related policies, be also viewed on the Company's website: https://www.
iswsteel.in.
7) Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the Act and in terms of the
Articles of Association of the Company, Mr. Jayant Acharya (DIN 00106543), retires by
rotation at the ensuing Annual General Meeting ('AGM') and, being eligible, offers himself
for re-appointment. The proposal regarding his re-appointment is placed for approval by
the shareholders.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board
of Directors of the Company (Board) at its meeting held on January 25, 2024, had subject
to the approval of the members at the ensuing AGM of the Company, approved the
re-appointment of Mr. Jayant Acharya as a Whole-time Director of the Company, designated
as Jt. Managing Director and CEO, for a further period of five years w.e.f May 7, 2024.
The proposal regarding his re-appointment as a Whole-time Director of the Company is
placed for approval by the shareholders.
In terms of the amendment in SEBI LODR Regulations which has come to effect from July
15, 2023, the continuation of the director serving on the Board of Directors of a listed
entity as on March 31, 2024, without the approval of the shareholders for the last five
years or more is subject to the approval of shareholders in the first general meeting to
be held after March 31, 2024. In pursuance of Article 120 of the Articles of Association
of the Company and in terms of the Subscription Agreement entered into by the Company with
JFE Steel Corporation, Japan ('JFE') on July 27,2010, as approved by the Board, JFE, is
entitled to nominate for appointment, one (1) individual, who is acceptable to the Board
as a non-retiring director on the Board of the Company. JFE Steel Corporation vide its
letter dated May 5, 2017, nominated Mr. Hiroyuki Ogawa (DIN 07803839) as its Nominee
Director w.e.f May 17, 2017, on the Board of the Company. As Mr. Hiroyuki Ogawa has been
on the Board from May 17, 2017, his continuation on the Board has been recommended to be
approved by the shareholders in the ensuing AGM.
As reported in last report, during the FY 2023-24, Mr. Seshagiri Rao M.V.S, Jt.
Managing Director and Group CFO (DIN 00029136) after an illustrious stint of over 25 years
with the Company, superannuated from the services of the Company upon completion of his
tenure on April 5, 2023 as a Whole-time Director, designated as Jt. Managing Director and
Group CFO. Conseguently, he also stepped down from the Board as a Director with effect
from April 6, 2023. Fie will however continue to be associated with the group as 'Group
CFO'.
Following the superannuation of Mr. Seshagiri Rao M.V.S, and the change in his role and
responsibilities, Mr. Jayant Acharya, Whole-time Director of the Company, who was
designated as the Dy. Managing Director and CEO, was elevated and redesignated as the Jt.
Managing Director and CEO of the Company w.e.f. May 19, 2023, by the Board of Directors at
its meeting held on
May 19, 2023, based on the recommendations of the Nomination and Remuneration
Committee.
Mr. Gajraj Singh Rathore (DIN 01042232), was appointed as an Additional Director, by
the Board of Directors with effect from May 19, 2023, in terms of Section 161 of the Act
and in terms of Article 123 of the Company's Articles of Association. Pursuant to the
recommendation of Nomination and Remuneration Committee and the Board of Directors at its
meeting held on May 19,2023, members of Company by way of Postal Ballot also approved his
appointment, as a Whole-time Director of the Company, designated as 'Chief Operating
Officer', for a period of five years, with effect from May 19, 2023.
Dr (Mrs.) Punita Kumar Sinha (DIN 05229262), who completed her second term of 5 years
as an Independent Director of the Company on July 23, 2023, ceased to be an Independent
Directorof the Company with effect from July 24, 2023.
Mr. Harsh Charandas Mariwala (DIN 00210342) whose first term of appointment as
Independent Director was upto July 24,2023, or upto the conclusion of the 29th AGM of the
Company in the calendar year 2023, whichever is earlier ("first term" in terms
of Section 149(10) of the Act) did not seek re-appointment as an Independent Director of
the Company for a second term on account of his pre-occupation, time commitments and other
priorities. Accordingly, he ceased to be an Independent Director on the Board of the
Company and as Chairman of the Nomination and Remuneration Committee with effect from July
25, 2023.
Mrs. Nirupama Rao (DIN 06954879), whose first term of appointment as Independent
Director was upto
July 24, 2023, or upto the conclusion of the 29th AGM of the Company in the calendar
year 2023, whichever is earlier ("first term" in terms of Section 149(10) of the
Act) was appointed as an Independent Director for second term of five years upto July 24,
2028, by the members by way of postal ballot upon the recommendations of the Nomination
and Remuneration Committee and Board.
Dr. Sateesha B.C., IAS (DIN 08379733) has been appointed on the Board of the Company
with effect from January 8, 2024, in place of Dr. M.R. Ravi, IAS (DIN 08254276), as the
Nominee Director of Karnataka State Industrial and Infrastructure Development Corporation
Limited (KSIIDC), pursuant to the change in nomination made by KSIIDC.
The Board places on record its deep appreciation of the valuable services rendered by
Mr. Seshagiri Rao M.V.S, Dr (Mrs.) Punita Kumar Sinha, Mr. Harsh Charandas Mariwala and
Dr. M.R. Ravi, IAS during their tenure on the Board of the Company.
The Board at its meeting held on May 17, 2024, appointed Mr. Swayam Saurabh as the
Chief Financial Officer w.e.f. June 1, 2024, as Mr. Rajeev Pai, Chief Financial Officer,
would be moving to a new role within the organisation and would step down from the
position of Chief Financial Officer of the Company w.e.f. June 1, 2024. The Board places
on record its appreciation for the services rendered by Mr. Rajeev Pai during his tenure
as the Chief Financial Officer.
Apart from the changes as mentioned above, there were no changes in the composition of
the Board and the key managerial personnel of the Company during the year under review.
8) Particulars of Employees
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
(i) The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2023-24, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2023-24 are as under:
Sr. Name of Director/KMP and Designation No. |
% Increase / (Decrease) in remuneration in the Financial Year2023-24A |
Ratio of remuneration of each Director to median remuneration of
employees |
Independent Directors* |
|
|
1 Mr. Haigreve Khaitan |
83.69% |
12:1 |
Independent Director |
|
|
2 Mr. Seturaman Mahalingam |
73.97% |
13:1 |
Independent Director |
|
|
3 Mrs. Nirupama Rao |
79.96% |
10:1 |
Independent Director |
|
|
4 Ms. Fiona Jane Mary Paulus |
N.A. |
N.A. |
Independent Director * |
|
|
5 Mr. Marcel Fasswald |
N.A. |
N.A. |
Independent Director * |
|
|
6 Dr. (Mrs) Punita Kumar Sinha |
N.A. |
N.A. |
Independent Director (till July 23, 2023) * |
|
|
7 Mr. Harsh C. Mariwala |
N.A. |
N.A. |
Independent Director(till July 24,2023) * |
|
|
Nominee Directors* |
|
|
8 Mr. Hiroyuki Ogawa |
7.46% |
7:1 |
Nominee of JFE Steel Corporation, Japan (Equity Investor a Foreign Collaborator) |
|
|
9 Dr. Sateesha B C |
N.A. |
N.A. |
Nominee of KSIIDC (Equity Investor) (w.e.f. January 8, 2024) * |
|
|
10 Dr. M.R.Ravi |
N.A. |
N.A. |
Nominee of KSIIDC (Equity Investor) (till January 7, 2024) |
|
|
Executive Directors/KMP** |
|
|
11 Mr. Sajjan Jindal*** |
0% |
875:1 |
Chairman a Managing Director |
|
|
12 Mr. Jayant Acharya |
12.90% |
194:1 |
Joint Managing Director a CEO |
|
|
13 Mr. Gajraj Singh Rathore |
N.A. |
N.A. |
Whole time Director a Chief Operating Officer (w.e.f May 19, 2023) * |
|
|
14 Mr. Seshagiri Rao MVS |
N.A. |
N.A. |
Joint Managing Director a Group CFO (till April 5, 2023) * |
|
|
15 Mr. Rajeev Pai |
11.50% |
N.A. |
Chief Financial Officer |
|
|
16 Mr. Lancy Varghese |
11.30% |
N.A. |
Company Secretary |
|
|
#Since the remuneration of these Directors is only for part of the year or part of the
previous year, percentage increase/decrease in remuneration over previous year as well as
the ratio of their remuneration to median remuneration is not comparable and hence not
disclosed.
^Remuneration to Independent and Nominee directors include Commission and Sitting Fee.
**Executive Directors Remuneration includes taxable perguisite from Employee Stock
Option Scheme.
*** Chairman and Managing Director's remuneration includes Commission.
A% Increase in Remuneration in the Financial Year 2023-24 for Independent Directors is
in view of increased Commission payable to Independent Directors as determined by the
Board.
(ii) The median remuneration of employees of the Company during the financial year was
^8.39 lakh.
(iii) In the financial year, there was an increase of 2.75% in the median remuneration
of employees.
(iv) There were 15,493 permanent employees on the rolls of Company as on March 31,
2024.
(v) Average percentage increase made in the salaries of employees other than the
managerial personnel in FY 2023-24 and its comparison with the percentile increase in
managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration -
Average percentage increase in the managerial remuneration |
13.11% |
Average percentage increase already made in the salaries of employees other than the
managerial personnel in the last financial year |
10.94% |
(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as reguired under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given in Annexure E forming part to this Report. Further, the Report and
the accounts are being sent to the Members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open for inspection and any Member interested
in obtaining a copy of the same may write to the Company Secretary.
9) Policy on Directors' Appointment and Remuneration
Matching the needs of the Company and enhancing the competencies of the Board are the
basis for the Nomination and Remuneration Committee to select a candidate for appointment
to the Board.
The current policy is to have a balanced mix of executive and non-executive Independent
Directors to maintain the independence of the Board and separate its functions of
governance and management. As on March 31, 2024, the Board of Directors comprised of 10
Directors, of which 7 are non-executive, including 2 Nominee Directors. The number of
Independent Directors is 5 including 2 women directors.
The policy of the Company on Directors' appointment, including criteria for determining
gualifications, positive attributes, independence of a Director and other matters, as
reguired under sub-section (3) of Section 178 of the Act, 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 part of this report.
10) Declaration of Independence of Directors
The Company has received necessary declaration from each of the Independent Directors
under Section 149(7) of the Act that he/she meets the criteria of independence laid down
in Section 149(6) of the Act and Regulation 25 of the SEBILODR Regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board. In
terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors of the Company have enrolled themselves on the Independent
Directors' Databank as on the date of this Report.
11) Board Evaluation
The Board carried out an annual performance evaluation of its own performance, the
performance of the Independent Directors individually as well as the evaluation of the
working of the Committees of the Board. The performance evaluation of all the Directors
was carried out by the Nomination and Remuneration Committee. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. Details of the same are given in the Report on Corporate Governance annexed
hereto.
12) Auditors and Auditors' Report
(A) STATUTORY AUDITORS AND AUDIT REPORT
At the Company's 28th AGM held on July 20, 2022, M/s. S R B C & CO. LLP (324982E /
E300003), Chartered Accountants, were appointed as the Statutory Auditor of the Company
for a term of 5 years to hold office from the conclusion of the 28th AGM until the
conclusion of the 33rd AGM of the Company.
The Statutory Auditors have issued an unmodified opinion on the financial statements of
the Company for the year ended March 31, 2024 and the Auditor's Report for the year under
review does not contain any gualification, reservation, adverse remark or disclaimer.
The notes on financial statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
The Statutory Auditors have not reported any instance of fraud committed in the Company
by its officers or employees to the Audit Committee under Section 143(12) of the Act,
details of which needs to be mentioned in this Report.
(B) COST RECORDS & COST AUDITOR
Pursuant to Section 148(1) of the Act, the Company is reguired 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 Act, read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company is also reguired to get its cost accounting records
audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 17, 2024,
has on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee,
Cost Accountants (Firm Registration Number: 000001) to conduct the audit of the cost
accounting records of the Company for FY 2024-25 on a remuneration of ^23,00,000 plus
taxes as applicable and reimbursement of actual travel and out-of-pocket expenses. The
remuneration is subject to the ratification of the members in terms of Section 148 read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed
before the members for ratification at the ensuing AGM . The due date for filing the Cost
Audit Report of the Company for the financial year ended March 31, 2023, was September 30,
2023 and the Cost Audit Report was filed in XBRL mode on August 19, 2023.
(C) SECRETARIAL AUDITOR & SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S.
Srinivasan & Co., (CP:748) a firm of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company for the FY 2023-24. The Report of the Secretarial Audit
is annexed herewith as Annexure B. The report does not contain any observation or
gualification reguiring explanation or comments from the Board under Section 134(3) of the
Act.
The Board, at its meeting held on May 17, 2024, has re-appointed M/s. S. Srinivasan
& Co., as Secretarial Auditor, for conducting the Secretarial Audit of the Company for
FY 2024-25.
Secretarial Audit of Material Unlisted Indian Subsidiary
a) JSW Steel Coated Products Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (CP:748), had undertaken
secretarial audit of the Company's material subsidiary i.e., JSW Steel Coated Products
Limited for FY 2023-24. The Audit Report confirms that the material subsidiary has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there
were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI
LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure
B1.
b) Bhushan Power & Steel Limited
M/s. S. Srinivasan & Co., Practicing Company Secretaries (CP:748), had undertaken
secretarial audit of the Company's material subsidiary i.e., Bhushan Power & Steel
Limited (BPSL) for FY 2023-24. The Audit Report confirms that the material subsidiary has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there
were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI
LODR Regulations, the Report of the Secretarial Audit is annexed herewith as Annexure
B2.
Annual Secretarial Compliance Report
During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India. The
Company has also undertaken an audit for FY 2023-24 pursuant to Regulation 24A of the SEBI
LODR Regulations. The Annual Secretarial Compliance Report has been submitted to the Stock
Exchanges on May 6, 2024, which is within 60 days of the end of the financial year ended
March 31, 2024.
13) Risk Management
The Company follows the globally recognised 'COSO' framework of Enterprise Risk
Management (ERM). ERM brings togetherthe understanding ofthe potential upside and downside
of all those factors which can affect the organisation with an objective to add maximum
sustainable value to all the activities of the organisation and to various stakeholders.
The Company recognises that the emerging and identified risks need to be managed and
mitigated to-
protect its shareholders and other stakeholder's interest,
achieve its business objective and
enable sustainable growth.
Pursuant to the reguirement of Regulation 21 of the SEBI LODR Regulations and the Act,
the Company has risk management framework in place. It has constituted a sub-committee of
Directors to oversee 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 Committee has framed the risk management policy of the Company that is approved by
the Board.
14) Internal Controls, Audit and Internal Financial Controls
The Company has a robust system of internal controls, commensurate with the size and
nature of its business and complexity of its operations.
Internal control: The system of internal control includes following significant
features.
Preparation of annual budgets and its regular monitoring.
Control over transaction processing and ensuring integrity of accounting system
by deployment of integrated ERP system.
Well documented authorisation matrix, policies, procedures and guidelines
covering all important operations of the Company.
Deployment of compliance tool to ensure compliance with laws, regulations and
standards.
Ensuring reliability of financial information by testing of internal financial
controls over reporting by internal auditors and statutory auditors.
Adeguate insurance of the Company's assets / resources to protect against any
loss.
A comprehensive Information Security Policy and continuous updation of IT
systems.
Oversight by Board appointed Audit Committee which comprises Independent
Directors who are experts in their field.
The Audit Committee regularly reviews audit plans, significant audit findings, adeguacy
of internal controls and monitors implementation of audit recommendations.
Internal audit
The Company has a strong and an independent internal audit function that inculcates
global best standards and practices of international majors into the Indian operations.
Internal Audit Department consists of professionally gualified accountants and engineers.
The Chief Internal Auditor reports directly to Chairman of Audit Committee. Internal Audit
Department has successfully integrated the COSO framework in its audit process to enhance
the guality 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 Company has implemented an internal audit software to record, track and close
internal audit observations.
Audit plan and execution
At the start of the year, Internal Audit function prepares an Annual Audit Plan
afterconsidering businessand process risks. The freguency of the audit is decided by risk
ratings of areas/functions. The audit plan is carried out by the internal team and
reviewed periodically to include areas that have assumed significant importance in line
with the emerging industry trend and the aggressive growth of the Company. In addition,
the Company uses services of external expert firms including reputed accounting firms to
conduct audit of critical areas.
Internal financial controls
As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for
ensuring that the Company has implemented a robust system and framework of internal
financial controls.
The Company had already developed and implemented a framework for ensuring internal
controls over financial reporting. This framework includes entity-level policies,
processes controls, IT General Controls and Standard Operating Procedures ('SOP').
The entity-level policies include antifraud policies (such as code of conduct, conflict
of interest, confidentiality and whistle blower policy) and other polices (such as
organisation structure, insider trading policy, HR policy, IT security policy, treasury
policy and business continuity and disaster recovery plan). The Company has also prepared
risk control matrix for each of its processes such as procure to pay, order to cash, hire
to retire, treasury, fixed assets, inventory, manufacturing operations, etc.
These internal controls are reviewed by internal and statutory auditors every year. The
Company has carried out evaluation of design and effectiveness of these controls and noted
no significant material weaknesses or deficiencies which can impact financial reporting.
15) Scheme of Arrangement
The Composite Scheme of Arrangement amongst Creixent Special Steels Limited
('Transferor Company T), JSW Ispat Special Products Limited ('Transferor Company 2') and
JSW Steel Limited ('Transferee Company'/ 'Company') and their respective shareholders and
creditors ('Scheme') for amalgamation of Transferor Company 1 and Transferor Company 2
with the Transferee Company was sanctioned by the Hon'ble National Company Law Tribunal,
Mumbai Bench ('Tribunal'/ 'NCLT') at its hearing held on June 22, 2023.
The said Scheme became effective (with effect from the Appointed Date of April 1, 2022)
conseguent to the filing of the certified copy of the aforesaid Order passed
by the Tribunal sanctioning the Scheme in Form INC-28 (with respect to Amalgamation)
with the Registrar of Companies, Mumbai on July 24, 2023 for amalgamation of Transferor
Company 1 with and into the Company and for amalgamation of Transferor Company 2 with and
into the Company on July 31, 2023 respectively.
16) Share Capital
Upon the Composite Scheme of Arrangement amongst Creixent Special Steels Limited
('Transferor Company T), JSW Ispat Special Products Limited ('Transferor Company 2') and
JSW Steel Limited ('Transferee Company') and their respective shareholders and creditors
('Scheme') for amalgamation of Transferor Company 1 and Transferor Company 2 with the
Transferee Company pursuant to Sections 230 to 232 and other applicable provisions of the
Act sanctioned by Hon'ble National Company Law Tribunal, Mumbai Bench, vide Order dated
June 22, 2023 becoming effective, the authorised share capital of Transferor Company 1 and
Transferor Company 2 were transferred to the Transferee Company and 2,82,33,526 eguity
shares of ^1/- each fully paid up were issued and allotted to eligible shareholders of
Transferor Company 1 and Transferor Company 2.
Accordingly, the Company's authorised share capital during the financial year ended
March 31,2024, increased from ^90,15,00,00,000 (Rupees Nine Thousand Fifteen crore only)
consisting of 60,15,00,00,000 ( Six Thousand Fifteen Crore only) eguity shares of Rs. 1/-
(Rupee One only) each and 3,00,00,00,000 (Three Hundred Crore) preference shares of ^10/-
(Rupees Ten only) each to ^1,09,80,00,00,000 (Rupees Ten Thousand Nine Hundred and Eighty
Crore only) divided into 70,30,00,00,000 (Seven Thousand and Thirty Crore only) eguity
shares of face value of ^1 (Rupee One only) each and 3,95,00,00,000 (Three Hundred and
Ninety Five Crore) preference shares of face value of Rs. 10 (Rupees Ten only).
The Company's paid-up eguity share capital increased from ^241,72,20,440 (Rupees Two
Hundred and Forty One Crore Seventy Two Lakhs Twenty Thousand Four Hundred and Forty only)
comprising of 241,72,20,440 (Two Hundred and Forty One Crore Seventy Two Lakhs Twenty
Thousand Four Hundred and Forty ) eguity shares of Rs. 1 each to ^2,44,54,53,966 (Rupees
Two Hundred and Forty Four Crore Fifty Four Lakhs Fifty Three Thousand Nine Hundred and
Sixty Six only) comprising 2,44,54,53,966 (Two Hundred and Forty Four Crore Fifty Four
Lakhs Fifty Three Thousand Nine Hundred and Sixty Six) eguity shares of Rs. 1 each whereas
the paid-up preference share capital of the Company for the financial year ending March
31, 2024, was Nil.
17) Fixed Deposits
The Company has not accepted any fixed deposits from the public. Therefore, it is not
reguired to furnish information in respect of outstanding deposits under Non-banking,
Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules,
2014.
18) Foreign Currency Bonds
As on March 31, 2024, the outstanding Notes issued by the Company are aggregating to
$1.90 billion and outstanding Notes issued by the Company's subsidiary are aggregating to
$935 million. All theoutstanding Notes issued by the Company and $750 million of the notes
issued by a subsidiary, in the international market are listed on the Singapore Exchange
Securities Trading Limited (the "SGX-ST"). The balance $185 million bonds have
been issued by Jefferson County Port Authority, (a port authority which is a body
corporate, politic and organised and existing under the laws of the State of Ohio, USA),
the proceeds of which were utilised for extending a loan to JSW Steel USA Ohio, Inc., a
wholly owned indirect subsidiary of the Company.
19) Issuance of Non-Convertible Debentures
During the year under review, the Company issued and allotted 8.39% Rated, Listed,
Unsecured, Redeemable, Non-Convertible Debentures ('NCDs') of ^1 lakh each of the Company,
aggregating to ^500 crore (Rupees Five Hundred crore only) to investors on private
placement basis.
As on March 31, 2024, the outstanding NCDs issued by the Company aggregate to ^10,875
crore. All the outstanding NCDs are listed on BSE Limited.
SEBI vide its circular no. SEBI/H0/DDHS/CIR/P/2018/144 dated November 26, 2018 had
stipulated that Large Corporates ('LCs') have to raise at least 25% of their incremental
borrowings w.e.f. April 1, 2019 by way of issuance of debt securities with the objective
to reduce reliance of LCs on bank finance and also to develop a liguid and vibrant
corporate bond market. The Company was identified as a Large Corporate ('LC') in terms of
the said circular.
In the spirit of the said circular, the Company raised resources by way of issuance of
debt securities in the form of NCD from time to time and during the period April 1, 2019
to March 31, 2024, made 8 NCD issuances aggregating to Rs. 11,875 crore, which is ~141% of
the cumulative reguirement during the period.
The 2018 SEBI circular, however, reguired testing of the incremental borrowings by way
of debt securities to be done on an annual basis, without any provision for carry forward
of higher debt securities raised in a year to the subseguent financial year. The issuance
of debt securities to the extent of 25% of domestic borrowing in a year is reguired to be
met in the same Financial Year and/or the succeeding two financial years. Based on this
methodology, the Company was reguired, as at March 31, 2024, to issue debt securities
amounting to ^229 crore by FY 2024-25 and ^1,413 crore by FY 2025-26. Based on its track
record of issuance of debt securities on regular basis, JSW Steel is confident of being
able to make such issuances within the permitted timelines as per the circular.
Further, SEBI has revised its framework vide circular no
SEBI/H0/DDHS/DDHS-RACP0D1/P/CIR/2023/172 dated
October 19, 2023 and the changes are applicable for the periods effective from April
1,2024. As per the new circular, companies were advised to endeavour to complete the
commitment for issuance of debt securities by March 31,2024 (i.e. ahead of reguirement as
per erstwhile criteria) or provide a one-time explanation in the Annual Report of FY
2023-24, in case of any outstanding commitment for issuance of debt securities as per the
earlier SEBI circular.
The Company has been regular issuer of debt securities in the bond market and confident
of continuing to make such issuances within the permitted timelines in the future as well.
20) Credit Rating
In December 2023, Moody's Investors Service has affirmed JSW's Corporate Family Rating
('CFR') and its senior unsecured notes rating at 'BaT with Stable Outlook. At the same
time, Moody's has also affirmed senior unsecured rating on Periama Holdings LLC, a wholly
owned subsidiary of the Company and the rating on the $40 million guaranteed revenue bonds
issued by Jefferson County Port Authority at 'BaT with Stable Outlook. During the year,
Moody's has further assigned a Bal rating to the $145 million guaranteed revenue bonds
issued by Jefferson County Port Authority at 'BaT with Stable outlook.
In May 2023, Fitch Ratings affirmed the Company's Issuer Default Rating (IDR1) at 'BB'
with Stable outlook. The agency has also affirmed the rating on the outstanding bonds of
the Company and its subsidiary Periama Holdings LLC at 'BB' Stable.
In December 2023, CARE Ratings Ltd has reaffirmed the Company's Issuer Rating and
rating for Long Term Bank Facilities and Non-Convertible Debentures to 'CARE AA'; with
Stable Outlook and has reaffirmed the ratings for the Short-Term Bank facilities and
Commercial Paper at 'CARE A1+'.
In November 2023, ICRA Limited has reaffirmed the Company's rating for Long Term Bank
Facilities and Non-Convertible Debentures to '[ICRA] AA'; Stable Outlook and has
reaffirmed the ratings for the Short-Term Bank facilities and Commercial Paper at '[ICRA]
A1+'.
In March 2024, India Ratings and Research has affirmed the Company's Long-Term Issuer
Rating at 'IND AA' with Stable Outlook.
21) Employee Stock Ownership Plans ('ESOP Plans')
The Board of Directors of the Company, at its meeting held on January 29, 2016
formulated the JSWSL Employees Stock Ownership Plan - 2016 ('ESOP 2016 Plan') and at its
meeting held on May 21. 2021 formulated the Shri. OP Jindal Employees Stock Ownership Plan
-2021 ('OPJ ESOP Plan') and JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 ('JSWSL OPJ
Samruddhi Plan 202T), to be implemented through the JSW Steel Employees Welfare Trust
('Trust'), with an objective of enabling the Company to attract and retain talented human
resources by offering them the opportunity to acquire a continuing equity interest in the
Company, which will reflect their efforts in building the growth and the profitability of
the Company. These ESOP Plans involve acquisition of shares from the secondary market.
ESOP 2016 Plan:
A total of 2,86,87,000 options were available for grant to the eligible employees of
the Company and its Director(s), excluding Independent Directors and promoter Directors,
and a total of 31,63,000 options were available for grant to the eligible employees of the
Indian Subsidiaries of the Company and their Director(s), excluding Independent Directors,
under the ESOP 2016 Plan.
As against this, 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.
0P1 ESOP Plan:
A total of 47,00,000 options were available for grant to the eligible employees of the
Company and its Director(s), excluding Independent Directors and promoter Directors, and a
total of 3,00,000 options were available for grant to the eligible employees of the Indian
Subsidiaries of the Company and their Director(s), excluding Independent Directors, under
the OPJ ESOP Plan.
As against this 13,35,285, 16,10,800 and 12,16,672 options have been granted during FY
2021-22, FY 2022- 23 and FY 2023-24, respectively, under this plan by the JSWSL ESOP
Committee to the eligible employees of the Company and its Indian Subsidiaries, including
the Whole-time Directors of the Company.
The details of the ESOPs granted to Whole-time Directors of the Company is as given in
the table below. The grant of ESOPs to the Whole-time Directors of the Company has been
approved by the Nomination and Remuneration Committee and the Board.
JSWSL ESOP Committee Meeting |
Total No. of options granted |
No. of Options Granted to Whole-time Directors (WTD) of
the Company |
|
|
Mr. Seshagiri Rao M.V.S # |
Mr. Jayant Acharya |
Mr. Gajraj Singh Rathore$ |
|
|
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
ESOP 2016 Plan |
OPJ ESOP Plan |
May 17, 2016 (1st Grant) |
74,36,850 |
1,92,680 |
- |
1,79,830 |
- |
1,41,300 |
- |
May 16, 2017 (2ntl Grant) |
51,18,977 |
1,27,968 |
- |
1,19,436 |
- |
1,02,374 |
- |
May 15, 2018 (3rtl Grant) |
33,88,444 |
87,841 |
- |
81,985 |
- |
76,129 |
- |
Total |
1,59,44,271 * |
4,08,489 |
- |
3,81,251 |
- |
3,19,803 |
|
August 7, 2021 (1st Grant) |
13,03,401 |
- |
11,667 |
- |
11,667 |
|
11,667 |
January 31, 2022 (1st Supplementary grant) |
8,900 |
- |
- |
- |
- |
|
|
March 31, 2022 (2ntl Supplementary grant) |
22,984 |
- |
- |
- |
- |
|
|
Total FY 2021-22 |
13,35,285** |
|
11,667 |
|
11,667 |
|
11,667 |
August 7th, 2022 (2ntl Grant) |
16,03,300 |
|
12,700 |
|
12,700 |
|
12,700 |
March 27, 2023 (Supplementary Grant) |
7,500 |
- |
- |
- |
- |
|
|
Total FY 2022-23 |
16,10,800** |
- |
12,700 |
- |
12,700 |
|
12,700 |
August 7, 2023 |
11,83,788 |
- |
- |
- |
28,514 |
- |
19,028 |
October 1, 2023 (Supplementary Grant) |
2,300 |
- |
- |
- |
- |
- |
- |
October 11, 2023 (Supplementary Grant) |
24,184 |
- |
- |
- |
- |
- |
- |
January 1, 2024 (Supplementary Grant) |
6400 |
- |
- |
- |
- |
- |
- |
Total FY 2023-24 |
12,16,672** |
- |
- |
- |
28,514 |
|
19,028 |
* ESOP 2016 Plan ** OP] ESOP Plan, # ceased to be Whole-time Director w.e.f April 6,
2023.
s Mr. Gajraj Singh Rathore was appointed as Whole-time Director w.e.f. May 19, 2023.
Any options granted under ESOP 2016 Plan or OP] ESOP Plan appearing prior to his
appointment as Whole-time Director were allotted to him in capacity of an employee of the
Company.
JSWSL Shri. OP Jindal Samruddhi Plan - 2021
JSWSL Shri. O.P. Jindal Samruddhi Plan 2021 ('JSWSL OPJ Samruddhi Plan 20217 'Plan')
was approved by a special resolution passed by the shareholders of the Company on July
21,2021.The Plan is a one-time scheme applicable only for permanent employees of the
Company and its Indian subsidiaries, working in India (excluding a probationer and a
trainee) in the grade L01 to L15 ('Eligible Employee'), who are not covered under the OPJ
ESOP Plan.
Grant of stock options under the Plan shall be as per the terms and conditions as may
be decided by the ESOP Committee from time to time in accordance with the provisions of
Companies Act, 2013, the rules made thereunder and ESOP Regulations. The Plan implemented
through the JSW Steel Employees Welfare Trust ('ESOP Trust') involves acguisition of
eguity shares of the Company from the secondary market for this purpose.
A total of 67,00,000 options were available for grant to the eligible employees of the
Company and a total of 13,00,000 options were available for grant to the eligible
employees of the Indian subsidiaries of the Company, under the Plan.
As against this, 79,09,150, 15,700 and 11,94,200 options have been granted during FY
2021-22 and FY 2022-23 and FY 2023-24 under this plan by the JSWSL ESOP Committee to the
eligible employees of the Company and its Indian subsidiaries, respectively.
There were no material changes in the aforesaid ESOP Plans during the year and the same
are in compliance with the ESOP Regulations.
The applicable disclosures relating to ESOP Plans, as stipulated under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and
amendments thereof ('ESOP Regulations'), pertaining to the year ended March 31, 2024, is
posted on the Company's website at https://www.iswsteel.
in/investors/isw-steel-aovernance-and-reaulatorv- information-policies-0 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 Act is not applicable.
The Certificate from the Statutory Auditors of the Company certifying that the
Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations
and the resolution passed by the Members, would be available for inspection and the same
may be accessed upon login to https://evoting. kfintech.com
22) Directors' Responsibility Statement
Pursuant to the reguirements under Section 134, subsection 3(c) and sub-section 5 of
the Act, 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 March 31, 2024, and of the Company's profit for
the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of adeguate accounting
records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual financial statements have been prepared on a going concern basis.
e) Internal financial controls were laid down to be followed and that such internal
financial controls were adeguate and operating effectively.
f) Proper systems were devised to ensure compliance with the provisions of all
applicable laws and that such systems were adeguate and operating effectively.
23) Related Party Transactions
Related Party Transactions (RPT) that were entered into during the financial year were
at arm's length basis and predominantly in the ordinary course of business. Specific
approvals as reguired under the Act have been obtained for transactions that are not in
the ordinary course of business except as stated in A0C-2 (Annexure C) forming part
of this report.
The policy on dealing with RPT as approved by the Board is uploaded on the Company's
website ( https:// www.iswsteel.in/investors/isw-steel-aovernance-and-
reaulatorv-information-policies-0).
Regulation 23(4) of SEBILODR Regulations states that all RPTs with an aggregate value
exceeding ^1,000 crore or 10% of annual consolidated turnover of the Company as perthe
last audited financial statements of the Company, whichever is lower, shall be treated as
Material Related Party Transaction (MRPTs) and shall reguire approval of shareholders by
means of an ordinary resolution. The provisions of Regulation 23(4) of SEBI LODR
Regulations reguiring approval of the shareholders are not applicable for the RPTs entered
into between a holding company and its wholly owned subsidiary and RPT transactions
entered into between two wholly owned subsidiaries of the listed holding company, whose
accounts are consolidated with such holding company and placed before the shareholders at
the general meeting for approval.
The said limits are applicable, even if the transactions are in the ordinary course of
business of the concerned company and at an arm's length basis. The amended Regulation
2(1) (zc) of the SEBILODR Regulations has also enhanced the definition of related party
transactions which now includes a transaction involving a transfer of resources, services
or obligations between a listed entity or any of its subsidiaries on one hand and a
related party of the listed entity or any of its subsidiaries on the other hand,
regardless of whether a price is charged or not. Further, any transaction between the
Company or any of its subsidiaries on one hand, and any other person or entity on the
other hand, the purpose and effect of which is to benefit a related party of the listed
entity or any of its subsidiaries would be considered as RPTs regardless of whether a
price has been charged.
Accordingly, RPTs of the Company and RPTs of the subsidiary entities exceeding the
threshold of ^1,000 crore reguire approval of the shareholders of the Company with effect
from April 1, 2022.
The Related PartyTransactions policy of the Company can be accessed on the Company's
website as mentioned above.
The policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and Related Parties. This policy
specifically deals with the review and approval of RPT, keeping in mind the potential or
actual conflicts of interest that may arise because of entering into these transactions.
All RPTs are placed before the Audit Committee which comprises of only Independent
Directors 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 RPTs are subjected to Independent review by a reputed accounting firm to
establish compliance with the reguirements of RPT under the Act and Regulation 23 of the
SEBI LODR Regulations.
The details of the RPTs, reguired to be disclosed under Section 134(3)(h) read with
Section 188(2) of the Act entered into during the year by the Company as per the policy on
RPTs, is given in prescribed Form AOC 2 as Annexure C to this Report.
Please refer to Note No. 44 of the standalone financial statements, which sets out
related party disclosures.
24) Subsidiaries, Joint Ventures and Associates
The Company has 46 subsidiary companies, 14 joint venture companies and 2 associate
companies as on March 31, 2024. During the year under review, the Board of Directors
reviewed the affairs of material subsidiaries. There has been no material change in the
nature of the business of the subsidiaries.
The Company has, in accordance with Section 129(3) of the Act, prepared consolidated
financial statements of the Company and all its subsidiaries, associates and joint
ventures form part of the integrated report. Further, the report on the performance and
financial position of each subsidiary, associate and joint venture and salient features of
their financial statements is forming part of the consolidated financial statements in the
prescribed Form AOC-1.
In accordance with the provisions of Section 136 of the Act and the amendments thereto,
read with the SEBI LODR Regulations, the audited financial statements, including the
consolidated financial statements and related information of the Company and financial
statements of the subsidiary companies are available on the website of the Company at
www.isw.in.
The names of companies that have become or ceased to be subsidiaries, joint ventures
and associates during the year under review are as follows:
The names of companies which have become subsidiaries or joint ventures or associate
companies during FY 2023-24:
S. No. Name of the company
Subsidiaries
1. JSW AP Steel Limited (with effect from May 19, 2023)
2. National Steel S Agro Industries Limited (with effect from May 19, 2023)
3. NSL Green Steel Recycling Limited (with effect from September 27, 2023)
4. Monnet Cement Limited (with effect from July 31, 2023)*
5. Mivaan Steels Limited (with effect from July 31, 2023)*
6. JSW JFE Electrical Steel Private Limited (with effect from November 2, 2023, and
upto February 7, 2024)
7. JSW Green Steel Limited (with effect from February 27, 2024)
Joint ventures
1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)
2. MP Monnet Mining Company Limited (with effect from July 31, 2023)*
3. Urtan North Mining Company Limited (with effect from
July 31, 2023)*
Associates
1. JSW Paints Private Limited (with effect from August 21, 2023)
The names of companies which have ceased to be subsidiaries or joint ventures or
associate companies during the FY 2023-24:
S. No. Name of the company
Subsidiaries
1. JSW JFE Electrical Steel Private Limited (with effect from February 8, 2024)
Joint ventures
1. Creixent Special Steels Limited (with effect from July 24, 2023)**
2. JSW Ispat Special Products Limited (with effect from July 31,2023)**
3. NSL Green Steel Recycling Limited (with effect from September 27, 2023)
* During FY 2023-24, Mivaan Steels Limited ('MSL') and Monnet Cement Limited ('MCL')
became wholly-owned subsidiaries and MP Monnet Mining Company Limited and Urtan North
Mining Company Limited became joint ventures of JSW Steel Limited pursuant to amalgamation
of JSW Ispat Special Products Limited with and into JSW Steel Limited pursuant to the
Order dated June 22, 2023, issued by the Hon'ble National Company Law Tribunal, Mumbai
bench, sanctioning the Composite Scheme of Amalgamation of Creixent Special Steels
Limited, JSW Ispat Special Products Limited with and into JSW Steel Limited.
** Pursuant to Hon'ble National Company Law Tribunal, Mumbai bench, sanctioning the
Composite Scheme of Amalgamation of Creixent Special Steels Limited, JSW Ispat Special
Products Limited with and into JSW Steel Limited vide Order dated June 22, 2023, and
filing of Form INC- 28 by respective companies with Registrar of Companies.
25) Disclosures
(A) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, six (6) 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 Act and Regulation 17 of the SEBI LODR Regulations.
(B) AUDIT COMMITTEE
The Audit Committee comprises of three Non- Executive Independent Directors. Mr.
Seturaman Mahalingam is the Chairman of the Audit Committee. The members possess adeguate
knowledge of accounts, audit, finance, etc. The composition of the Audit Committee meets
the reguirements of Section 177 of the Act and Regulation 18 of the SEBI LODR Regulations.
There are no recommendations of the Audit Committee that have not been accepted by the
Board.
(C) COPY OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, copy of the Annual
Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule
11 of the Companies (Management and Administration) Rules, 2014 for FY 2023-24 is placed
on the website of the Company and is accessible at the web-link: https://
www.iswsteel.in/investors/isw-steel-disclosure- 46Rs. section=investor.
(D) WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal
with instances of fraud and mismanagement, if any. Details of the same are given in the
Corporate Governance report. The Whistle Blower Policy placed on the website of the
Company (https:// www.iswsteel.in/investors/isw-steel-aovernance-
and-reaulatorv-information-policies-O).
(E) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act are given in the notes to the financial statements.
(F) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the regulators/courts/tribunals
that could impact the going concern status of the Company and its future operations.
However, members' attention is drawn to the statement on contingent liabilities,
commitments in the notes forming part of the financial statements.
(G) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Act 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 D) hereto and forms a part of this Report.
(H) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the reguirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered
under this policy. The Company has also complied with the provisions related to
constitution of Internal Complaints Committee ('ICC') under the said Act to redress
complaints received regarding sexual harassment. The Company received 1 complaint
pertaining to sexual harassment during FY 2023-24 which stands resolved as on March 31,
2024.
(I) OTHER DISCLOSURES / REPORTING
There has been no change in the nature of business of the Company as on the date of
this Report. The Board of Directors state that no disclosure or reporting is reguired 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 Act.
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) Receipt of secured/unsecured loans from its directors.
5) Buy back of the equity shares.
6) Receipt of remuneration or commission by Managing Director or the Whole-time
Directors of the Company from any of its subsidiary companies of the Company.
7) Details regarding the difference in valuation between a one-time settlement and
valuation for obtaining loans from banks or financial institutions.
8) Details of any application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial
year.
26) Acknowledgment
The Directors take this opportunity to express their appreciation for the cooperation
and their continued support received from the Government of India, the State Governments
of Karnataka, Maharashtra, Tamil Nadu, Odisha, Goa, Andhra Pradesh, Gujarat, West Bengal,
Chhattisgarh and Jharkhand, Government of Republic of Chile, Mauritius, Mozambique, Italy,
the United States of America and the United Kingdom, regulatory authorities and stock
exchanges and the financial institutions, banks as well as the shareholders and debenture
holders and debenture trustees and all other stakeholders of the Company during the year
under review. The Directors also wish to place on record their appreciation for the
dedicated services rendered by all employees of the Company.
|
For and on behalf of the Board |
|
Sd/- |
|
SAJJAN JINDAL |
Date : May 17, 2024 |
Chairman a Managing Director |
Place: Mumbai |
DIN: 00017762 |