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நிறுவன பெயரின் முதல் சில எழுத்துக்களை நிரப்பி 'கோ' பட்டனை கிளிக் செய்யவும்

Jindal Steel & Power Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2017

Dear Members,

The Board of Directors are pleased to present the Company''s 38th Annual Report along with the Audited Financial Statements, both standalone and consolidated, for the Financial Year ended March 31, 2017.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2017 is summarized below:

_(Rs,in crore)

Particulars

Standalone

Consolidated

2015-16

2015-16

Total Income

15,502.49

14,716.81

22,706.23

20,524.82

EBITDA

2,441.08

1,552.05

4,658.03

3,436.87

Profit/(Loss) before tax after exceptional items

(1,456.98)

(2,330.07)

(3,042.90)

(3,963.71)

Less: Provision of Tax

470.53

911.54

502.68

877.46

Profit/(Loss) after tax

(986.45)

(1,418.53)

(2,540.22)

(3,086.25)

Balance brought forward from previous year

20,112.44

21,768.51

28,254.16

32,049.18

Surplus carried to Balance Sheet

(983.76)

(1,407.69)

(2,662.42)

(3,831.54)

INDIAN ACCOUNTING STANDARDS

Ministry of Corporate Affairs (MCA) has vide its notification dated February 16, 2015, notified the applicability of Indian Accounting Standards ("Ind AS") to be applicable on listed companies and certain class of companies, for the Accounting period beginning from April 1, 2016, with comparatives to be provided for the period ended on March 31, 2016.

The Company has adopted Indian Accounting Standard (''Ind AS'') with effect from April 1, 2016 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

OPERATIONAL HIGHLIGHTS

Your Company has always aspired to enhance its participation in the socio- economic development of the nation and will continue to dream bigger with continuously working towards building a nation of our dreams. In May 2017, your Company dedicates to the nation 6 MTPA Integrated Steel Plant at Angul, Odisha.

Sale of Steel Product in the domestic market was 28.41 Lakhs MT as compared to 30.59 Lakhs MT in the previous year showing a decrease of 7% and total export was 5.09 Lakhs MT as compared to 2.35 Lakhs MT in the previous year showing an increase of 117%.

The Company completed all major iron and steel making installations at the 6 MTPA Integrated Steel Plant at Angul, Odisha.

It comprises :

- India''s largest 4 MTPA Sinter Plant, 4554 cum Blast Furnace and

0.9 MTPA Coke Oven.

- World''s first 1.8 MTPA Direct Reduced Iron (DRI) Plant based on Coal Gasification Process (CGP).

- World'' largest 225,000 Nm3/ Hr Coal Gasification Plant for Steel making.

- Steel Melting Shop (SMS) with 250 T EAF.

- A 1.4 MTPA Bar Mill.

- India''s most advanced 1.2 MTPA Plate Mill, capable of producing plates unto 5 Meter width.

- World''s fastest 2.3 MTPA Billet Castor, (capacity speed 3.6 Meters/ Minute).

- A 810 MW Captive Power Plant.

- Air Separation Unit (2x1200 TPD)

- Lime Dolomite Plant (2x500 TPD)

- Coal Washery (6 MTPA) and

- Process Boilers (3x1800 TPH)

The completion of the 4554 cum Blast Furnace was done at a significantly lower capital investment as compared to projects of similar scale. The capacity addition would further enhance the cost efficiencies of steel making. The economies of scale imparted by the capacity additions and their optimum utilization would effectuate Company''s debt reduction roadmap.

PRODUCTION HIGHLIGHTS

Steel: Production of finished Steel products during the year under review was 29.71 Lakh MT, as against 29.48 Lakh MT in the previous year whereas production of semi steel products was 34.75 Lakh MT as against 34.65 Lakh MT in the previous year.

Power: During the year under review, 5465 million Kwh of Power was generated, as against 5882 million Kwh of power in the previous year.

Sponge Iron: Production of Sponge Iron during the year under review was 17.66 Lakh MT, as against previous year''s production of 19.94 Lakh MT.

Pellet: 64.63 Lakh MT of Pellets were produced during the year under review, as against 45.89 Lakh MT in the previous year

Machinery: Machinery division in Raipur unit produced 998 MT of castings and has done production of 11317 MT, as against 1931 MT and 13966 MT respectively in the previous year

Mining: The Mining of sized ore and fines at Tensa in Odisha was 5.96 Lakh Ton and 21.27 Lakh Ton respectively as against previous year mining of 6.22 Lakh Ton and 23.01 Lakh Ton respectively.

Detailed discussion on the operations have been given elsewhere in the report.

PROJECTS COMPLETED

Steel Plant at Angul, Odisha- Phase- l

Your Company has completed following operational facilities under Phase - l of 6 MTPA integrated Steel plant at Angul in the state of Odisha:

a) Steel Melting Shop: Your Company has 250 T capacity Electric Arc Furnace, is one of the largest in India. This art of technology Steel melt shop is equipped with Laddle furnace, RH, VD, Billet Caster and Slab Caster facility which can produce most of the grades available in the world.

b) Direct Reduced Iron Plant (DRI) and Coal Gasification Plant:

The 1.8 MTPA DRI Plant is unique one in the world which utilizes Syngas (Gas produced from Non coking coal through Coal Gasification Plant) for reduction process and has facilities for discharging Hot DRI as well as Cold DRI.

c) Plate Mill: Your Company has one of the widest plate mill (5mtrs. wide) plants with 1.2 MTPA capacity. This plate mill has various certification for different grades of Plates for sectors such as Defense, Wind Mill, Ship Building, Sour Application Pipe Lines, Yellow Goods etc. Plate mill has successfully developed number of different special grade plates. There are very few manufacturers available in the world who can produce similar kind of grade plates.

These plants are supported by 810MW Captive Power Plant (6x135 MW), Air Separation Unit (2x1200 TPD), Lime Dolomite

Plant (2x500 TPD), Coal Washery (6 MTPA) and Process Boilers (3x1800 TPH).

Steel Plant at Angul, Odisha -Phase lB

Your Company is expanding the steel plant (Phase IB) at Angul at brisk pace from the present 1.5 MTPA to 6 MTPA through the conventional integrated steel plant route i.e Coke Oven and by product plant, sinter plant, blast furnace, steel melting shop - II, bar mill and other allied units.

Following operational facilities under Phase - IB were commissioned during the FY 2016-17:

a) Bar Mill: State of the art 1.4 Million Ton per annum Bar Mill with Integrated Hot Charging Billet arrangement which can produce Rebar''s from 8mm to 40 mm. It was commissioned on July 9, 2016.

b) Coke Oven: 1st Battery of 2 MTPA Coke Oven was commissioned on February 16, 2017 and being set up with latest technology supplied by Sinosteel Equipment & Engineering Co. Ltd., China. The technology is suitable of handling Coal blend VM up-to 2930% and maximum Sulphur of 1.2%. This will help in reducing the cost of Blend and provide us with wider options for coal sourcing.

Also, India''s biggest Blast Furnace (4554 M3) along with Sinter Plant and 2nd Coke Oven Battery Plant have been commissioned in May, 2017.

Your Company is in advance stage of completion for our BOF Plant and expected to be completed in September, 2018.

Steel Plant at Raigarh, Chhattisgarh

To enhance the plant''s productivity and output, your Company has completed the following new project in Raigarh during the financial year under review:

Rail Head Hardening project for producing rail of high speed application and metro rails and for export market . The technology has been supplied by SMS Meer of Germany.

Machinery Division at Raipur, Chhattisgarh

Your Company has implemented following facilities during the financial year under review:

1. Installed shield (steel door) to safeguard the welding process at time of production in Process Equipment Division .

2. Installed new 90 degree attachment for Sanco Machine in Machine Shop to cater to burgeoning requirements of Machinery Equipment Division customers.

3. Sewage Treatment plant (of capacity 500 KLD) has been installed at Machinery Division, Raipur. The treated water is utilized for Green belt development in and around the unit.

4. Enhanced capability of Quality Lab by procuring equipment such as 360 degree Laser Machine.

5. Enhanced capability of Paint Shop by procuring equipment to carry out Salt contamination test and Dolly test.

Shadeed Iron & Steel, Oman Rolling Mill:

Jindal Shadeed Iron & Steel LLC, Oman, a Subsidiary Company, has started commercial production of the world''s largest and most modern state-of-the-art 1.4 MTPA Rebar Mill from May 1, 2016 to supply finished steels, the first time in its five-year-history with the imminent production of Rebar''s for the construction industry to cater mainly to domestic and middle east countries.

Highlights:

- Total production of Steel Melting Shop (SMS) increased from 10.54 lakh tons in FY 2015-16 to 13.26 lakh tons in FY 2016-17;

- Production of value added grade rounds increased from 0.83 lakh tons in FY 2015-16 to 1.43 lakh in FY 2016-17;

- Highest monthly production in SMS was recorded in March 2017 at 143,831 tons whereas highest monthly production till end of FY 2015-16 was 126,311 tons;

- Rejection in SMS reduced from 0.93% in FY 2015-16 to 0.54% in FY 2016-17;

- Rebar mill started commercial production in April 2016 and total production was 4.54 lakh tons in FY 2016-17;

- Rebar mill has received product certification from Cares U.K., Dubai Commercial Laboratories (DCL), SASO and BIS which enables rebar product to qualify for prestigious projects and command premium in the market;

- Highest monthly production in Rebar mill was recorded in March, 17 at 71,302 ton. Jindal Shadeed has established itself as Oman''s largest rebar producer and seller in Q4 FY 2016-17;

- DRI Production decreased slightly from 15.09 lakh tons in FY 2015-16 to 14.39 lakh tons in FY 2016-17. This was due to sharing of allocated natural gas quota with Rebar mill;

- Cut & Bend Plant of 3,000 tons per month capacity commissioned in February 2017.

Patratu, Jharkhand

- Successfully completed "Railway Overhead Electrification Project" from Bhurkunda to Plant premises resulting in reduction by 8 Hours during inward rake movement;

- PGP plant fully completed (automation and balance erection jobs). All the 10 asifiers successfully commissioned and both mill furnaces are successfully fed by Producer Gas.

- WRM furnace maintenance carried out in 28 days against a plan of 35 days with in-house fabrication of skids and posts. Modification of burners for feeding producer gas also completed during the same period.

- Coil straightening and cutting machine installed in rebar service centre which resulted in increase in production by 200%.

PROJECTS UNDER IMPLEMENTATION

Steel Plant at Raigarh, Chhattisgarh

Your Company has the following projects under implementation with a view to increase the efficiency of steel plants at Raigarh:

1. Installation of new reheating furnace in Rail and Universal Beam Mill to increase the output. The furnace shall be using Blast Furnace gas to reduce the fuel cost.

2. Up gradation of Rail Finishing Facility at RUBM for Capacity and dispatch Enhancement.

Machinery Division at Raipur, Chhattisgarh

In order to enhance the capacity and productivity of the division, your Company has planned the following additional equipment/ facilities:

- Plate Bending Machine for Higher Thickness bending of plates up to 90 mm (Thk) & 3100 mm (Wid)

DIVIDEND

The Board of Directors of your Company had approved the Dividend Distribution Policy in line with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company''s website at http:// www.jindalsteelpower.com.

The Board of Directors of your Company has not recommended any Dividend during the year in view of losses.

The unclaimed dividend of '' 93,57,733/- (Rupees Ninety Three Lakh Fifty Seven Thousand Seven Hundred and Thirty Three Only) pertaining to the Financial Year 2008-09, has been transferred to the Investor Education and Protection Fund, (IEPF), Government of India. The details including last date for claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

CREDIT RATING

Your Company''s domestic credit rating is "D" for the long-term debt/facilities/non-convertible debentures, short term debt/ facilities including working capital facilities rated by Credit Analysis & Research Ltd. (CARE), CRISIL and ICRA Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2016-17, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and SEBI (LODR) Regulations, 2015.

SHARE CAPITAL

The Authorized Share Capital of the Company is '' 200,00,00,000/-(Rupees Two Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crore) equity shares of '' 1/- (Rupee One) each.

As the Company is exploring various possibilities of raising funds including issuance of capital through various means and modes, the Board of Directors of your Company has recommended to increase the Authorized Share Capital from Rs, 200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crore) equity shares of Rs, 1/-(Rupee One) each to Rs, 300,00,00,000 (Rupees Three Hundred Crore only) comprising 200,00,00,000 (Two Hundred Crore) equity shares of Rs, 1/-(Rupee One) each and 1,00,00,000 (One Crore) Preference Shares of Rs, 100/- (Rupees One Hundred) each.

Necessary resolutions in this regard have been included in the notice convening the ensuing Annual General Meeting of the Company.

During the year the paid up share capital of the Company has increased from Rs, 91,49,03,800/- (Rupees Ninety One Crore Forty Nine Lakh Three Thousand and Eight Hundred only) comprising of 91,49,03,800 (Ninety One Crore Forty Nine Lakh Three Thousand and Eight Hundred) equity shares of Rs, 1/- (Rupee One) each to Rs, 91,50,24,234/- (Rupees Ninety One Crore Fifty Lakh Twenty Four Thousand Two Hundred and Thirty Four only) comprising of 91,50,24,234 (Ninety One Crore Fifty Lakh Twenty Four Thousand Two Hundred and Thirty Four) equity shares of Rs, 1/- (Rupee One) each.

Your Company has an Employee Share purchase Scheme namely JSPL ESPS 2013. Relevant disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 are given as Annexure - A to this report.

NON-CONVERTIBLE DEBENTURES

The aggregate outstanding amount of Non-Convertible Debentures (NCDs) of the Company as on March 31, 2017 was Rs, 3612 crore.

During the year under review, NCDs amounting to Rs, 300 crore have been redeemed and paid on due date. There are delays in servicing the interest on NCDs The Company had paid all the dues including interest on the NCDs during the financial year 2016-17. Necessary disclosures in this connection under SEBI (LODR) Regulations, 2015 have been made to the Stock Exchanges where the shares of the Company are listed.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Companies Act, 2013 read with rules framed thereunder and Regulation 23 of SEBI (LODR) Regulations,

2015 your Company has a Related Party Policy in dealing with related party transactions. The policy may be accessed under corporate governance section on the website at the following link:

http://www.jindalsteelpower.com/img/admin/report/pdf/RPT_

Policy.pdf

Particulars of Contracts or arrangements entered into by the Company with the related parties referred to in Section 188(1) of the Companies Act, 2013 read with Regulation 23 of SEBI (LODR) Regulations, 2015, in prescribed Form AOC - 2 is attached herewith as Annexure - B.

All the related party transactions that were entered and executed during the year under review were on arm''s length basis and in the ordinary course of business and within the permissible framework of Section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company follows its global ambition to build a premium brand name for its quality steel solutions, expertise and with a view of expansion and diversification; it has created multiple subsidiaries, domestic and abroad, associates and joint ventures for facilitating these operations in various countries.

A separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Ventures of your Company forms part of the Consolidated Financial Statements in terms of Section 129 of the Companies Act, 2013.

Name of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies have been mentioned in the notes to the accounts.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office or Corporate Office. The Financial statements including the consolidated Financial statements and all other documents required to be attached to this report have been uploaded on the website of your Company viz. www.jindalsteelpower.com

Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on Material Subsidiary has been uploaded on the Company''s website at the following link:

http://www.jindalsteelpower.com/img/admin/report/pdf/Policy_

on_determining_material_subsidiary.pdf

The details of business operations / performance of major subsidiaries are as below:

JINDAL POWER LIMITED

Jindal Power Limited, a subsidiary company (JPL) is operating 3,400 MW power plant at Tamnar, Chhattisgarh.

During the year under review :

- 1000 MW (4x250 MW) power plant generated 4,483 million units of power representing 51.17% Plant Load Factor (PLF) as against 5,169 million units of power representing 58.85% PLF in the previous year.

- 600 MW of the 2,400 MW (4X600 MW) thermal power plant generated 4694 million units of power in FY 2016-17.

Jindal Power Limited (JPL) 258 km, 400 kV double-circuit transmission line is being used as an interstate transmission line belonging to the Western Region Interstate Transmission System. The Central Electricity Regulatory Commission (CERC) has granted a transmission license to the Company for carrying on business activity and has fixed provisional tariff for its use. During the year under review, JPL has earned transmission income of Rs, 45.44 crore from this line.

Total revenue of JPL during the year under review was Rs, 3,516.27 crore and the loss after tax was Rs, 667.84 crore.

SHADEED IRON & STEEL LLC, OMAN

Shadeed, Iron & Steel LLC, Oman, a subsidiary of Jindal Steel & Power Ltd., is operating 1.5 MTPA Brigutted Iron plant and Steel Melt Shop. It has recorded sales of Rs, 3,487.50 crore in the Financial Year 201617 and earned a profit after tax of Rs, 191.57 crore.

JINDAL MINING SA (PTY) LIMITED, SOUTH AFRICA

The operating coal mine, recorded sales of Rs, 202.75 crore in Financial Year 2016-17 and incurred a loss of Rs, 13.75 crore.

JSPL MOZAMBIQUE MINERALS LDA, MOZAMBIQUE

The operating coal mine, recorded sales of Rs, 129.84 crore in Financial Year 2016-17 and incurred a loss of Rs, 2.45 crore.

WOLLONGONG COAL LIMITED (FORMERLY GUJARAT NRE COKING COAL AUSTRALIA LIMITED)

The operating coal mine recorded sales of Rs, 181.44 crore in Financial Year 2016-17 and incurred a loss of Rs, 290.46 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT/RE- APPOINTMENT

Directors

The Board of Directors of your Company co-opted:

i. Mr. Deepak Sood (DIN: 02331191) as Nominee Director of IDBI Bank Limited w.e.f. December 8, 2016.

ii. Mr. Anjan Barua, (DIN: 01191502) as a Nominee Director of State Bank of India w.e.f. February 14, 2017

iii. Dr. Amar Singh (DIN: 07800513) as an Additional Director in the category of Independent Director w.e.f. April 25, 2017

iv. Mr. Kuldip Chander Sood (DIN: 01148992) as an Additional Director in the category of Independent Director w.e.f. April 25, 2017

Wholetime Directors

On the recommendation of the Nomination & Remuneration Committee and in terms of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company recommends the re-appointment of :

i. Mr. Naveen Jindal (DIN: 0001523) as Wholetime Director, designated as Chairman of the Company, for a period of 3 (three) years w.e.f. October 1, 2017.

ii. Mr. Rajeev Rupendra Bhadauria (DIN 00376562) as Wholetime Director of the Company for a period of 3 (three) years w.e.f., May 27, 2018.

iii. Mr. Dinesh Kumar Saraogi (DIN 06426609) as Wholetime Director of the Company for a period of 3 (three) years w.e.f., November 9, 2017.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Naveen Jindal and Mr. Rajeev Rupendra Bhadauria are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment.

Necessary Resolutions in respect of the appointment of Directors mentioned above are included in the Notice convening the ensuing Annual General Meeting. Your Board recommends the appointment/ re-appointment of Mr. Naveen Jindal, Mr. Rajeev Rupendra Bhadauria, Mr. Dinesh Kumar Saraogi, Mr. Kuldip Chander Sood, Dr. Amar Singh, Mr. Deepak sood and Mr. Anjan Barua. The particulars in respect of these Directors as required under Regulations 36(3) of SEBI (LODR) Regulations 2015, are mentioned elsewhere in the Notice of Annual General Meeting.

RESIGNATIONS

Directors

i. Mr. Chandan Roy and Mr. Haigreve Khaitan resigned from the position of Independent Directors of the Company w.e.f. June, 7, 2016 and December 7, 2016 respectively.

ii. Mr. Shalil Mukund Awale, Nominee Director of IDBI Bank Ltd., resigned from the Board of the Company w.e.f December 8,

2016 consequent to withdrawal of his nomination from IDBI Bank Limited.

Key Managerial Personnel

During the period under review:

i. Mr. Murli Manohar Purohit was appointed as Company Secretary & Compliance Officer of the Company w.e.f. October

10, 2016 to fill the vacancy caused by the resignation of the Company Secretary appointed earlier. He subsequently resigned from the Company w.e.f. May 31, 2017.

ii. Mr. Kannabiran Rajagopal, resigned from the position of Group Chief Financial Officer of the Company w.e.f. November 21,

2016. Mr. Rajesh Bhatia, who was appointed in his place as the Chief Financial Officer of the Company resigned from the Company w.e.f. June 27, 2017.

Your Directors would like to record their deep sense of appreciation for the contributions made by the above Directors and Key Managerial Personnels during their respective tenures.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 10 (ten) times during the period under review. The details of number of Meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Meeting of the Board of Directors as issued by The Institute of Company Secretaries of India.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations,

2015, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website at the following link:

http://www.jindalsteelpower.com/img/admin/report/pdf/

Remuneration_Policy.pdf

PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

Details as required under Section 197(2) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement showing the name of the employees drawing remuneration in excess of the limits set out in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-C.

Members and other entitled persons who have not registered their email address with the Company may access the full version of the Annual Report of the Company or by physically inspecting the full version of the Annual Report at the Registered office and at the Corporate office of the Company on all working days of the Company between 10.00 a.m. to 1.00 p.m. or by requesting a physical copy by writing to the Company Secretary.

STATUTORY AUDITORS

M/s Lodha & Co., Chartered Accountants (ICAI Firm Registration No. 301051E), New Delhi, were appointed as the Statutory Auditors at previous Annual General Meeting (AGM) for a period of 5 years from the conclusion of 37th Annual General Meeting till 42nd Annual General Meeting of the Company, subject to ratification at each Annual General Meeting by the shareholders of the Company.

In terms of the first proviso to Section 139 of the Companies Act, 2013, appointment of M/s Lodha & Co., Chartered Accountants, as the Statutory Auditors of the Company, is recommended for ratification at the ensuing AGM.

Explanations on qualification, reservation or adverse remark by Statutory Auditors

A) During the financial year 2014-15, the Hon'' ble Supreme Court vide its judgment dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Supreme Court also directed the Coal block allottees to pay an additional levy of Rs, 295 per MT on the coal extracted from the operational mines. The review petition filed by the Company and its subsidiary company JPL before the Hon''ble Supreme Court of India against the order challenging cancellation of coal blocks and imposing additional levy of Rs, 295 per MT on coal extracted with retrospective effect, is still pending.

I n the meanwhile, the Company has paid Rs, 3,267.43 crore (including Rs, 1,185.20 crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines from the commencement of coal mining in the year 1993 to September 30, 2014. Out of the said amount, on the basis of the legal advice obtained by the Company that additional levy of Rs, 295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs, 1,911.64 crore (including Rs, 1,103.87 crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middling has been shown as an exceptional item in the Statement of Profit and Loss. The balance amount of Rs, 1,355.79 crore (including Rs, 81.33 crore related to its subsidiary company JPL) being additional levy of Rs, 295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable. On the same principle, the Company has accrued additional levy of Rs, 178.18 crore (including Rs, 85.78 crore payable by its subsidiary company JPL) based on coal extracted excluding shale, rejects and ungraded middling from October 1, 2014 to June 30, 2015.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

B) The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the company and difference, if any shall be accounted for when the matter is finally settled.

SECRETARIAL AUDITORS

M/s RSMV & Co., Company Secretaries, New Delhi (CP No. 11571) were appointed to conduct the Secretarial Audit of the Company as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report i.e. MR-3 forms part of the Annual Report as Annexure-D to the Board''s Report.

Observation of Secretarial Auditors on composition of Board is explained elsewhere in the report.

COST AUDITORS

M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, were appointed as Cost Auditors of the Company for auditing the cost records of the Company for the Financial Year 2017-18.

The Cost Audit Report for the Financial Year ended March 31, 2016 of the Company was filed on September 7, 2016.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking ratification of the remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, approved by the Board, is included in the Notice convening the 38th AGM of the Company.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

The Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation planning. More details about this Committee and its role and responsibilities are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, the Company has constituted a committee to formulate, implement and monitor the CSR Policy of the Company.

The Annual Report on the Corporate Social Responsibility (CSR) activities for the Financial Year 2016-17 as required under Section 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure-E.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation during the year under review except the following:

De-Allocation of Coal Blocks:

Following the petition in M L Sharma vs The Principal Secretary & Ors and subsequent other Writs, the Hon''ble Supreme Court vide its judgment dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of Coal Blocks allotted from 1993 onwards through Screening Committee Route.

Subsequently, the Company''s subsidiary, Jindal Power Limited (JPL), despite having made winning bids during the auction of Gare Palma IV/2 and IV/3 Coal Mine in February, 2015, was not declared a successful bidder by the office of Nominated Authority. This was challenged by JPL before Hon''ble Delhi High Court, which decided the matter on March 9, 2017 and the proceedings arising from the same are presently sub-judice before the Hon''ble Supreme Court.

However, since de-allocation of Coal Blocks, the Company is fully geared and catering to its coal requirements through coal linkage, e-auctions etc. Further, the Company also intends to participate in future Coal Block Auctions.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state:

(a) that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31,

2017 and of the loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Business Responsibility Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure - F to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - G to this Report.

Certificate on Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate issued by M/s RSMV & Co., Company Secretaries in Practice confirming compliance with the conditions of Corporate Governance (Annexure - I) is annexed with Corporate Governance Report.

Whistle Blower and Vigil Mechanism

Your Company has formulated a vigil mechanism to deal with instances of unethical behavior, actual or suspected, fraud or violation of Company''s code of conduct or ethics policy. The details of policy is explained in Corporate Governance Report and also uploaded on Company''s website at the following link: http://www.jindalsteelpower.com/img/admin/report/pdf/whistle.pdf

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, your Company has constituted Internal Complaints Committee having designated independent member(s) to redress complaints regarding sexual harassment. During the year, no complaint regarding Sexual Harassment has been reported.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure-H to this Report.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Naveen Jindal

Place: New Delhi Chairman

Dated: August 8, 2017 DIN: 00001523


Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2016 is summarised below:

(Rs.in crore)

Particulars Standalone Consolidated

Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Sales & other income 12,852.46 13,686.79 18,632.26 19,626.27

Profit before finance cost and depreciation 2,481.31 4,018.63 3,633.03 5,707.52

Profit/(Loss) before tax (1,659.72) (639.41) (2,674.93) (1,542.75)

Less: Provision of Tax 640.84 (328.73) (676.30) (88.16)

Profit/(Loss) after tax (1,018.88) (310.68) (1,998.63) (1,454.59)

Balance brought forward from previous year 9,755.39 10,385.18 16,718.39 18,501.07

Profit available for Appropriations 8,736.51 10,074.50 14,816.38 17,222.95

Appropriations:

Debenture Redemption Reserve 237.54 212.54 237.54 337.54

General Reserve - - 0.70 32.68

Other Reserves - 106.57 590.54 134.34

Surplus carried to Balance Sheet 8,498.97 9,755.39 13,987.60 16,718.39

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

Your Board of Directors in its meeting held on May 03, 2016, subject to customary regulatory approval and other condition precedents had approved the Divestment of 1000MW power unit of the Subsidiary Company i.e. Jindal Power Limited located in Chhattisgarh to a related party i.e. JSW Energy Limited through a process of scheme or other mechanisms including transfer through special purpose vehicle ("SPV") and thereafter sale of entire share capital and other securities of the said SPV in terms of Share Purchase Agreement for an enterprise value of Rs.6,500 crore plus value of Net Current Assets as on the closing date. The valuation may vary based upon the achievement of Power Purchase Agreement(s), Fuel sourcing tie-ups as prescribed in the Agreement subject to the minimum of Rs.4,000 crore plus value of Net Current Assets as on the closing date.

FINANCIAL HIGHLIGHTS

On standalone basis the total revenue (net of excise) was Rs.12,852.46 crore as against Rs.13,686.79 crore in the previous year showing a decline of 6.1%.

Sale of Steel products in the domestic market was 27.36 Lakh MT as compared to 22.74 Lakh MT in the previous year showing an increase of 20.3% and total export was 2.41 Lakh MT as compared to 4.50 Lakh MT in the previous year showing a decrease of 46.4%.

Profit before tax (PBT) was Rs.(-) 1,659.72 crore as against Rs.(-) 639.41 crore in the previous year and profit after tax (PAT) stood at Rs. (-) 1,018.88 crore against Rs.(-) 310.68 crore in the previous year.

OPERATIONAL HIGHLIGHTS

Steel: Production of Finished Steel products during the year under review was 25.10 Lakh MT as against 23.19 Lakh MT in the previous year whereas production of semi steel products was 34.82 Lakh MT as against 30.82 Lakh MT in the previous year.

Power: During the year under review, 6,870 million Kwh of power was generated as against 7,340 million Kwh of power in the previous year.

Sponge Iron: Production of Sponge Iron during the year under review was 19.94 Lakh MT as against previous year production of 16.61 Lakh MT.

Pellet: 45.89 Lakh MT of pellets were produced during the year under review as against 32.19 Lakh MT in the previous year.

Machinery: Machinery division in Raipur unit produced 1,931 MT of castings and has done machining of 14,088 MT, as against 1,832 MT and 10,592 MT respectively in the previous year.

Mining: The mining of calibrated iron ore at captive mine at Tensa in Odisha was 6.22 Lakh MT as against previous year''s mining of 4.90 Lakh MT.

The detailed discussions on the operations have been given elsewhere in the report.

PROJECTS COMPLETED

Steel Plant at Angul, Odisha

Your Company has completed following operational facilities under Phase - I of 6 MTPA integrated Steel Plant at Angul in the State of Odisha:

a) Steel Melting Shop: Your Company has implemented 250 T Electric Arc Furnace which is one of the largest in India. This has doubled the Steel production in this Financial Year in comparison to the previous year.

b) Direct Reduced Iron Plant: 1.8 MTPA DRI Plant is a unique plant in the world which utilizes syngas (Produced from Coal) and improved its operational efficiency through various drives and hence doubled the production.

c) Plate Mill: Your Company has one of the widest plate mill (5mtrs. wide) plant with 1.2 MTPA capacity and is producing different types of value added plates for sectors such as Defence, Hydel Projects, Oil Exploration etc.

These plants are supported by 810 MW Captive Power Plant (6x135 MW), Air Separation Unit (2x1200 TPD), Lime Dolomite Plant (2x500 TPD), Coal Washery (6 MTPA) and Process Boilers (3x1800 TPH).

Steel Plant at Raigarh, Chhattisgarh

To enhance the plant''s productivity and output, your Company has completed the following new projects in Raigarh during the Financial Year under review:

1. Modification of EAF#01 of SMS-2 to NEOF which uses 85% HM and 15% DRI thus resulting in improved yield % and reduced conversion cost. The technology has been supplied by Tenova SPA, Italy.

2. Long Rail Welding facility at RUBM which is now welding 3 nos. of 87 Mtr Rails into 260 Mtr panels. The Company has now started dispatch of 260 Mtr long rails to DFCC.

3. Upgradation of Plate Mill for improvement in productivity and quality of plates and coils.

Pellet Plant at Barbil, Odisha

Your Company has completed Rapid Loading System and Fines Conveying System from wagon tippler to stock yard.

Machinery Division at Raipur, Chhattisgarh

Your Company has implemented following facilities during the Financial Year under review:

1. Installed CNC Oxyfuel Plate Cutting Machine in Fabrication shop to enhance fabrication capability.

2. Automated Annealing furnace through new Proportional Integral Derivate (PID) Controller to increase the efficiency of the furnace.

3. Enhanced capacity of Quality Lab by procuring equipment such as Extensometer for Universal Testing Machine, Brinell Hardness Tester, Notch Broching Machine and Profile Projector to meet NABL requirements.

Shadeed Iron & Steel, Oman

Shadeed Iron & Steel LLC, Oman, a Subsidiary Company has commissioned the world''s largest and most modern state-of-the-art 1.4 MTPA Rebar Mill on January 17, 2016 to supply finished steels, the first time in its five-year-history with the imminent production of Rebar''s for the construction industry to cater mainly to domestic and Middle East countries. The Steel-making and Rolling Complex was dedicated to the nation on March 20, 2016.

PROJECTS UNDER IMPLEMENTATION

Steel Plant at Raigarh, Chhattisgarh

Your Company has the following projects under implementation with a view to increase the efficiency of steel plants at Raigarh:

1. Head hardened rails for high speed applications and Metro rails and exports.

2. Installation of new reheating furnace in Rail and Universal Beam Mill to increase throughput.

3. Upgradation of Rail Finishing Facility at RUBM for Capacity and Dispatch Enhancement.

Steel Plant (Phase 1B) at Angul in the state of Odisha

Your Company is expanding the steel plant (Phase 1B) at Angul at brisk pace from the present 1.5 MTPA to 5 MTPA through the conventional integrated steel plant route i.e Coke Oven and By- Product Plant, Sinter Plant, Blast Furnace, Steel Melting Shop- II, Bar Mill and other allied units.

In Phase 1B units viz. Blast Furnace, Coke Oven and By-Product Plant, Sinter Plant, Steel Melting Shop - II; majority of civil work (~ 80%) has been completed. Structural Fabrication and Erection work is in progress and over 60% Fabrication and 50% Erection has been completed. Equipment erection has also commenced. Your Company is expecting to commission India''s biggest Blast Furnace (4554 cu.m) in the third quarter of Financial Year 2016-17.

The Bar Mill situated at Angul, Odisha has been commissioned in first quarter of the Financial Year 2016-17.

Machinery Division at Raipur, Chhattisgarh

In order to enhance the capacity and productivity of the division, your Company has planned the following additional equipment facilities:

1. Plate Bending Machine for higher thickness bending of Plates upto 120 mm (Thk) and 4000 mm (Wid).

2. Plate shearing machine for cutting of CS plates upto 12 mm and SS Plates upto 6mm.

3. Upgradation of EOT Crane 25/08 MT in Machine shop (bay no 3).

4. Equipment for Machine shop and assembly shop like Milling Head for CNC floor type Boring Machine (PAMA), In-situ Machine, Induction heater for shrink fitting.

5. New Pit Furnace for Hardening facility.

DIVIDEND

In view of the losses incurred during the FY 2015-16, your Board of Directors has not recommended any Dividend.

During the year, the unclaimed dividend of Rs.25,84,017/- (Rupees Twenty Five Lakh Eighty Four Thousand and Seventeen Only) pertaining to interim dividend of Financial Year 2007-08 and Rs.42,65,953/- (Rupees Forty Two Lakh Sixty Five Thousand Nine Hundred and Fifty Three Only) pertaining to final dividend of the Financial Year 2007-08, have been transferred to the Investor Education and Protection Fund, (IEPF), Government of India. The details including last date of claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

CREDIT RATING

Your Company''s domestic credit rating is "D" (single D) for the long-term debt/facilities/NCDs rated by Credit Analysis & Research Ltd. (CARE), CRISIL and ICRA Limited. CARE, CRISIL Ratings as well as ICRA Limited rated the Company''s short term debt/facilities at the level of "D".

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2015-16, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.2,00,00,00,000/- (Rupees Two Hundred crore only) divided into 2,00,00,00,000 (Two Hundred crore) equity shares of Rs.1/- (Rupee One) each. The paid up equity share capital as on March 31, 2016 was Rs.91,49,03,800/- (Rupees Ninety One crore Forty Nine Lakh Three Thousand and Eight Hundred only) comprising 91,49,03,800 (Ninety One crore Forty Nine Lakh Three Thousand and Eight Hundred) equity shares of Rs.1/- (Rupee One) each.

Your Company has an Employee Share Purchase Scheme namely JSPL ESPS 2013. Relevant Disclosure pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 are given as Annexure - E to this report.

NON-CONVERTIBLE DEBENTURES

The aggregate outstanding amount of Non-Convertible Debentures (NCDs) of the Company as on March 31, 2016 was Rs.3,912 crore. Out of Rs.3,912 crore, the NCDs amounting to Rs.300 crore were redeemed on April 4, 2016.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements entered into by the Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2, is attached herewith as Annexure - A to this Report.

All the related party transactions that were entered and executed during the year under review were in the ordinary course of business and at arm''s length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had obtained the prior approval of the Audit Committee under omnibus approval route before entering into such transactions.

Moreover, on the recommendations of the Audit Committee, your Board had revised the Policy on Related Party Transactions in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the amended provisions of the Companies Act, 2013.

The policy is uploaded at the below web link:

http://www.jindalsteelpower.com/img/admin/report/pdf/RPT_ Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company follows its global ambition to build a premium brand name for its quality steel solutions, expertise and with a view of expansion and diversification, it has created multiple subsidiaries, domestic and abroad, associates and joint ventures for facilitating these operations in various countries. A separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Ventures of your Company forms part of Consolidated Financial Statements in terms of Section 129 of the Companies Act, 2013.

The names of companies which have become or ceased to be its Subsidiaries, Associate Companies or Joint Ventures are also disclosed in that statement.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required be attached to this Report have been uploaded on the website of your Company viz. www.jindalsteelpower.com

Your Company has framed a policy for determining "Material Subsidiary", in terms of Regulation 16(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015. Jindal Power Limited is a material subsidiary of the Company in terms of the said policy. The Policy on Material Subsidiary has been uploaded on the Company''s website at the following link: http://www.jindalsteelpower.com/img/admin/ report/pdf/Policy_on_determining_material_subsidiary.pdf

The details of business operations/performance of major subsidiaries are as below:

JINDAL POWER LIMITED

Jindal Power Limited, a subsidiary company (JPL) is operating 2,800 MW power plant at Tamnar, Chhattisgarh.

During the year under review, 1,000 MW (4x250 MW) power plant generated 5,169 million units of power representing 58.85% Plant Load Factor (PLF) as against 8,113 million units of power representing 92.61% PLF in the previous year.

Commercial operation of first and second unit of 600 MW each of the 2,400 MW (4x600 MW) thermal power project being set up in Tamnar, Raigarh, Chhattisgarh was declared in March 2014.

Commercial operation of third unit of 600 MW of the 2,400 MW (4x600 MW) thermal power project was declared on January 15, 2015. With this, the installed power generation capacity of JPL has increased to 2,800 MW. During Financial Year 2015-16, these units generated 4,372 million units of power.

Jindal Power Limited (JPL) 258 km, 400 kV double-circuit transmission line is being used as an interstate transmission line belonging to the Western Region Interstate Transmission System. The Central Electricity Regulatory Commission (CERC) has granted a transmission license to the Company for carrying on business activity and has fixed provisional tariff for its use. During the year under review, JPL has earned transmission income of Rs.45.44 crore from this line.

During the year under review, JPL has recorded total revenue of Rs.3,513.19 crore and the loss after tax was Rs.102.49 crore.

SHADEED IRON & STEEL LLC, OMAN

Shadeed Iron & Steel LLC, Oman, a subsidiary of Jindal Steel & Power Ltd., is operating 1.5 MTPA or Brigutted Iron plant and Steel melt shop. It has recorded sales of Rs.2,815.77 crore, in the Financial Year 2015-16 and earned a profit after tax of Rs.6.18 crore.

JINDAL MINING SA (PTY) LIMITED, SOUTH AFRICA

The operating coal mine, recorded sales of Rs.110.69 crore in Financial Year 2015-16 and incurred a loss of Rs.39.64 crore.

JSPL MOZAMBIQUE MINERALS LDA, MOZAMBIQUE

The operating coal mine, recorded sales of Rs.10.60 crore in Financial Year 2015-16 and incurred a loss of Rs.267.07 crore.

WOLLONGONG COAL LIMITED (FORMERLY GUJARAT NRE COKING COAL AUSTRALIA LIMITED)

The operating coal mine recorded sales of Rs.37.02 crore in Financial Year 2015-16 and incurred a loss of Rs.420.50 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration/ mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

During the period under review, Mr. Rajeev Rupendra Bhadauria was appointed as an Additional Director and Whole-time Director by the Board of Directors in its meeting held on May 27, 2015. Subsequently, the Shareholders of the Company in the Annual General Meeting held on September 18, 2015 approved the appointment of Mr. Rajeev Rupendra Bhadauria as Director and Whole-time Director of the Company.

Key Managerial Personnel

Mr. Naveen Jindal, Chairman, Mr. Ravi Kant Uppal, Managing Director & Group CEO, Mr. Rajeev Rupendra Bhadauria, Whole- time Director, Mr. Dinesh Kumar Saraogi, Whole-time Director, Mr. Kannabiran Rajagopal, Group Chief Financial Officer and Mr. Jagdish Patra, Vice President & Group Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Harish Dua was appointed as the Acting Chief Financial Officer of the Company from April 01, 2015 till November 30, 2015. Mr. Kannabiran Rajagopal has been appointed as Group Chief Financial Officer of the Company w.e.f. February 13, 2016.

Resignation

Mr. Harish Dua resigned from the position of Acting Chief Financial Officer w.e.f. November 30, 2015, Mr. Ratan Jindal resigned from the position of Non-Executive Director of the Company w.e.f. March 30, 2016 and Mr. Chandan Roy has resigned from the position of Independent Director of the Company w.e.f. June 07, 2016.

Your Directors would like to record their deep sense of appreciation for the enormous contributions made by them during their respective tenures.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Shallu Jindal, Non-Executive Director and Mr. Dinesh Kumar Saraogi, Whole-time Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment. Your Board of Directors recommends their re- appointment.

BOARD EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and Individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of performance of Directors individually, Board as a whole and following Committees of the Board of Directors.

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Health, Safety, CSR and Environment Committee

iv) Stakeholders'' Relationship Committee

v) Risk Management Committee and

vi) Investment Committee

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. The Board approved the evaluation made by the Nomination and Remuneration Committee.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In term of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 25, 2016 for the Financial Year 2015-16.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

c. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MEETINGS OF THE BOARD AND COMMITTEES

The details of the number of meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from each Independent Director that he/she meets the criteria of independence as laid down under the Companies Act, 2013 read with Schedule IV and Rules made thereunder, as well as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfil/meet the criteria of independence.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on website of the Company: http://www.jindalsteelpower.com/img/admin/report/ pdf/Remuneration_Policy.pdf.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the members and others entitled thereto both electronically, who have registered their email address with the Company and physically to those, who have not registered their email address with the Company.

Members and other entitled persons who have not registered their e-mail address with the Company may access the full version of the Annual Report on the website of the Company or by physically inspecting the full version of the Annual Report at the Registered office or Corporate office of the Company on all working days of the Company, between 10.00 am and 1.00 pm or by requesting a physical copy by writing to the Company Secretary. The aforesaid disclosure is also set out in Annexure-B to this report.

STATUTORY AUDITORS

M/S S.R.Batliboi & Co. LLP, Chartered Accountants (Firm Regn. No. 301003E), Statutory Auditors of the Company, have shown their inability for their re-appointment as the Auditors of the Company and therefore resigned upon the conclusion of the ensuing Annual General Meeting.

The Company has received a Special Notice under Section 140 (4) read with Section 115 of the Companies Act, 2013 from M/s Opelina Finance and Investment Limited in the capacity of a member of the Company proposing a resolution at the ensuing Annual General Meeting for appointment of M/s Lodha & Co., Chartered Accountants (ICAI Firm Registration No. 301051E) as Statutory Auditors in place of M/s S. R. Batliboi & Co. LLP, Chartered Accountants. M/s Lodha & Co., Chartered Accountants, have agreed to and given their consent for their appointment as the Statutory Auditors of the Company. M/s S. R. Batliboi & Co. LLP, Chartered Accountants have maintained the highest level of governance and substantially contributed in to the efforts of the Company towards strengthening the internal controls, processes and procedures in line with expanding size of operations. The Board places on record its deep sense of appreciation for the services rendered and guidance given by them as the Statutory Auditors of the Company. In terms of Section 139(2) of the Companies Act, 2013, the Board has recommended the appointment of M/s Lodha & Co., Chartered Accountants as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the Thirty Seventh Annual General Meeting up to the conclusion of the Forty Second Annual General Meeting, subject to ratification at each Annual General Meeting, at a remuneration that may be decided by the shareholders.

Comments/Qualifications of the Auditors in their report and the notes forming part of the Accounts are self-explanatory. Management representations to these qualifications/comments are as follows:

A. During the previous year, the Hon''ble Supreme Court vide its judgement dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Supreme Court also directed the Coal block allottees to pay an additional levy of Rs.295 per MT on the coal extracted from the operational mines. The review petition filed by the Company and its subsidiary company JPL before the Hon''ble Supreme Court of India against the order challenging cancellation of coal blocks and imposing additional levy of Rs.295 per MT on coal extracted with retrospective effect, is still pending.

In the meanwhile, the Company has paid Rs.3,267.43 crore (including Rs.1,185.20 crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines from the commencement of coal mining in the year 1993 to September 30, 2014. Out of the said amount, on the basis of the legal advice obtained by the Company that additional levy of Rs.295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs.1,911.64 crore (including Rs.1,103.87 crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middling has been shown an exceptional item in the Statement of Profit and Loss. The balance amount of Rs.1,355.79 crore (including Rs.81.33 crore related to its subsidiary company JPL) being additional levy of Rs.295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable. On the same principle, the Company has accrued additional levy of Rs.178.18 crore (including Rs.85.78 crore payable by its subsidiary company JPL) based on coal extracted excluding shale, rejects and ungraded middling from October 1, 2014 to June 30, 2015.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

B. The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the Company and difference, if any shall be accounted for when the matter is finally settled.

COST AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, for auditing the cost records of the Company for the Financial Year 2016-17.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, is included in the Notice convening the 37th AGM of the Company.

SECRETARIAL AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company for the Financial Year 2015-16. The Secretarial Audit Report is annexed herewith as Annexure- C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Your Board of Directors has appointed M/s RSMV & Co. Company Secretaries for the Financial Year 2016-17 to conduct the Secretarial Audit of the Company.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognises that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation planning. More details about this Committee and its role and responsibilities are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by M/s S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company in view of the provisions under the Companies Act, 2013 is given elsewhere in this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on the Corporate Social Responsibility (CSR) activities for the Financial Year 2015-16 as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure - D.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation during the year under review except the following significant orders passed by the Regulators/courts in the previous year.

De-Allocation of Coal Blocks

Following the petition by M L Sharma vs The Principal Secretary & Ors and subsequent other Writs, the Hon''ble Supreme Court of India vide its judgement dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of Coal Blocks those were allotted from 1993 onwards through Screening Committee. Following the order of the Hon''ble Supreme Court, the Central Government had promulgated The Coal Mines (Special Provisions) Ordinance, 2014 [now an Act], conferring power upon the Government to auction the Coal Blocks falling into Schedule-I consisting of 204 Coal Blocks as mentioned in the said Act.

Subsequently, the Government proceeded with the auction of Coal Blocks falling under Schedule II consisting of total 42 Coal Blocks and as notified through circular of Ministry of Coal. The sale of tender document took place from December 27, 2014 and Company and its subsidiary Jindal Power Limited (JPL) participated in the said auction process where the Electronic Bidding commenced from February 14, 2015 and ended on February 22, 2015 in which JPL won Gare Palma IV/2 & IV/3 Coal Block. Likewise after going through all procedural formalities as mentioned in the Tender Document and as prescribed in The Coal Mines (Special Provision) Ordinance, JPL made the winning bid for Tara Coal Block and the result was declared via MSTC web-site (the Coal Block Auction Platform).

Similarly the tender document sale of Schedule-III Coal Blocks, consisting of total 59 Coal Blocks started on January 7, 2015 and the Electronic Auction took place from March 4, 2015 to March 9, 2015 consisting of only 13 coal blocks in the 1st phase. The Company and JPL participated in the said auction process.

However, on March 20, 2015, JPL received a letter via E-mail from the office of Nominated Authority wherein it was conveyed that JPL was not declared successful bidder for Gare IV/2 and IV/3 and Tara Coal Block on the ground that the highest bidder does not reflect fair value, which has been challenged in Hon''ble High Court of Delhi and the matter is sub-judice.

Despite the aforesaid challenges faced by the Company during the previous year, your Company is fully geared to cater to the coal requirement of its entire planned generation through Coal Linkage and e-auction etc. The Board of the Company is sanguine about winning more Coal Blocks, which are planned to be auctioned in the subsequent rounds.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state:

(a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that the Directors has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper Internal Financial Controls laid down by the Directors were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Business Responsibility Report

As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as a part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure-F to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - G to this Report.

Certificate on Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from M/s RSMV & Co., Company Secretaries in practice confirming compliance with the conditions of Corporate Governance is annexed herewith as Annexure-I to this Report.

Whistle Blower and Vigil Mechanism

Your Company has formulated a vigil mechanism in place namely, Group Whistle Blower Policy (GWB) to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company''s code of conduct or ethics policy. The details of policy is explained in Corporate Governance Report and also uploaded on Company''s website under the web link: http://www.jindalsteelpower.com/img/ admin/report/pdf/whistle.pdf

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted Internal Complaints Committee having designated independent member(s) to redress complaints regarding sexual harassments. During the year, no complaint regarding sexual harassment has been reported.

Listing

The Securities and Exchange Board of India (SEBI), vide their notification dated September 02, 2015 issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of Capital Markets to ensure better enforceability. The said regulations were effective from December 01, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited in the month of January.

Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the Financial Year 2016-17 to the BSE Ltd. and the National Stock Exchange of India Ltd.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - H to this Report.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Company''s organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company''s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Naveen Jindal

Place: New Delhi Chairman

Dated : June 21, 2016 DIN : 00001523


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report and Audited Financial Statements for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2015 is summarized below: (Rs. in Crore)

Particulars Standalone

Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Sales & other income 13,686.79 14,001.79

Profit before finance cost and 4,002.12 3,905.71

depreciation

Profit/(Loss) before tax (639.41) 1,600.64

Less: Provision of Tax (328.73) 308.69

Profit/(Loss) after tax (310.68) 1,291.95

Balance brought forward from 10,385.18 9,884.71

previous year

Profit available for Appropriations 10,074.50 11,176.66

Appropriations:

Interim Equity dividend - -

Proposed Final Equity dividend - 137.23

Corporate Tax on dividend - 1.22

debenture Redemption Reserve 212.54 146.00

General Reserve - 129.19

Other Reserves 106.57 377.84

Surplus carried to Balance Sheet 9,755.39 10,385.18

Particulars Consolidated

Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Sales & other income 19,626.27 1,9351.94

Profit before finance cost and 5,685.42 5,522.46

depreciation

Profit/(Loss) before tax 368.89 2,512.01

Less: Provision of Tax (88.16) (618.21)

Profit/(Loss) after tax (1,454.59) 1,893.80

Balance brought forward from 18,501.07 17,735.07

previous year

Profit available for Appropriations 17,222.95 19,645.43

Appropriations:

Interim Equity dividend - 4.82

Proposed Final Equity dividend - 137.23

Corporate Tax on dividend - 24.14

debenture Redemption Reserve 337.54 33.50

General Reserve 32.68 156.83

Other Reserves 134.34 787.84

Surplus carried to Balance Sheet 16,718.39 18,501.07

There are no material changes and commitments affecting the financial position which have occurred between the end of the Financial Year 2014 -15 and the date of this report.

RESULTS OF OPERATIONS

Steel : Production of finished steel

products during the year under review was 23,18,830 MT, as against 21,53,613 MT in the previous year, whereas production of semi steel products was 30,82,302 MT, as against 28,85,779 MT in the previous year.

Power : during the year under review, 7,339.82 million Kwh of power was generated, as against 5,643.95 million Kwh of power in the previous year.

Sponge Iron : Production of Sponge Iron during the year under review was 16,60,913 MT, as against previous year''s production of 13,19,985 MT.

Pellets : 32,18,677 MT of pellets were produced during the year under review, as against 41,48,974 MT in the previous year.

Machinery : Machinery division in Raipur unit produced 1,832 MT of castings and has done machining of 11,564 MT, as against 1,791 MT and 14,033 MT, respectively in the previous year.

Mining : The mining of calibrated iron ore at captive mine at Tensa in Odisha was 4.90 Lakhs MT as against previous year''s mining of 5.41 Lakhs MT. Coal mining at captive mine was 122.37 Lakhs MT as against previous year''s mining of 122.25 Lakhs MT.

PROJECTS COMPLETED

Steel plant at Angul, Odisha

1. Your Company has following operational facilities under phase-I of 6 MTPA integrated steel plant at Angul in the state of Odisha:

a) 810 MW Power Plant (6x135MW), Plate mill (1.2 MTPA) and plate leveller, Steel Melting Shop (1.5 MTPA) including 1x250 T EAF and ladle furnace, RH Degasser and other associated facilities, along with 2300 MM wide Slab Caster, Oxygen Plant (2x1200 Tonnes/day), Lime & dolomite Plant (2x500 Tonnes/day), Coal Washery (6 MTPA ROM), process boiler (I & II) (3x180TPH), material handling system and housing colony.

b) direct Reduced Iron (DRI) Plant (1.8 MTPA) along with Coal Gasification Plant 225,000 Nm3/HrBF (CGP). CGP is a unique facility which converts indigenous high ash coal to syngas and used for steel production in DRI Plant, which is first-of-its-kind technology used in the world.

c) 29.4 Km cross country pipeline was commissioned in May 2014 which supplies water from Samal barrage at Brahmani river to Angul Plant.

Steel plant at Raigarh, Chhattisgarh

1. Coal Washery with the annual capacity of 1.2 MTPA has been modernized with an objective to upgrade it with the latest technology in Coal Washeries and Energy conservation. This project was completed in April 2014.

2. SMS-II and SMS-III has commissioned the most advanced technology of EAF slag processing Slag Atomization Plant (SAP) in month of May 2014 and April 2015, respectively. The technology has been supplied by M/s Ecomaister Co. Ltd.

3. The work towards the upgradation of Blast Furnace-I is being expedited. various new facilities have been added to the system for enhancing the performance. The technology for the modernization project has been provided by M/s SDM, China and Mecon Limited.

4. Blast Pressure Recovery Turbine (BPRT) system has been installed for utilizing the kinetic energy of top gas of blast furnace for minimizing the energy consumption required for producing per ton of hot metal. dry gas cleaning plant has been installed in place of the wet system.

5. Slab Caster Project with maximum 3000mm wide has been commissioned in the month of September, 2014 and has many state-of-the-art features.

Pellet plant at Barbil, Odisha

Pellet Plant - II having capacity of 4. 5 MTPA has been completed and commissioned with wet grinding circuit.

Machinery division at Raipur, Chhattisgarh

Centrifugal casting machine has been commissioned which is capable of casting pipe from ID 100 to 860 mm and Length 3000 to 6600 mm, EOT Crane (10 MT) with 23 meter span in Foundry shop and Shell core shooter machine for making mould for small object in Foundry Shop have also been commissioned. CNC oxyfuel gas cutting machine for site work at Angul, Bevelling machine, Embossing machine, UT machine for Quality laboratory have also been installed for enhancing production capacity.

Shadeed Iron & Steel, Oman

Shadeed Iron & Steel LLC, Oman, a subsidiary company has commissioned a 2 MTPA steel melting shop, which includes a 200T capacity EAF, Ladle Furnace, Vacuum Degassing and 1x8 strand Billet-cum-round caster.

PROJECTS Under IMPLEMENTATION

Steel plant at Raigarh, Chhattisgarh

With a view to increase the efficiency of the steel plant at Raigarh, the following facilities are under implementation viz. head hardened rails will be produced for high speed applications and Metro rails as well as for exports; upgradation of plate mill for improvement in plate and coil quality; and installation of new reheating furnace in Rail and Universal Beam Mill.

Pellet plant at Barbil, Odisha

Rapid loading system and Fines conveying system from wagon tippler to stock yard are under implementation.

Machinery Division at Raipur, Chhattisgarh

To enhance the capacity and productivity of unit following additional equipment/ facilities are planned:

1. Upgradation of EOT crane-25/08 MT in bay no.-03

2. Load testing facility for EOT cranes

3. Reconditioning/up gradation of old equipment of sub-station and control room

4. Plate bending machine for higher thickness bending of plate up to 120 mm thick

5. CNC Lathe machine for machining of higher diameter rope drum for EOT Cranes

6. Equipment for QA laboratory for NABL accreditation of laboratory

7. Plate shearing machine

8. New pit furnace for hardening

9. Equipment for machine shop & assembly shop like Milling Head for CNC floor type boring machine (PAMA), Milling head for CNC Sanko machine, In-situ machine, Induction heater for shrink fitting

Shadeed Iron & Steel, Oman

Bar Mill of 1.4 MTPA capacity will be setup to make the Oman works as fully integrated steel plant and the mill will be commissioned by the year-end. The order has been placed with M/s Danieli.

DIVIDEND

In view of the losses during the Financial Year 2014-15, your Directors have not recommended any dividend.

During the year, the unclaimed dividend of Rs. 36,33,996 pertaining to the Financial Year 2006-07 has been transferred to the Investor Education and Protection Fund, Government of India. The details including last date of claiming of unclaimed / unpaid dividend amount are given at the end of the Notice of the Annual General Meeting.

CREDIT RATING

Your Company''s domestic credit rating is ''AA'' (Under Watch) for the long-term debt/ facilities/NCDs by Credit Analysis & Research Ltd. (CARE). Your Company is also rated as ''AA-/Negative Outlook'' by CRISIL Ratings and ''AA-'' Ratings watch with negative implications) by ICRA Limited. CARE, CRISIL Ratings as well as ICRA Limited rated the Company''s short term debt/facilities at the highest level of ''A1 ''

The ratings derive strength from the operational track record of the group, cost competitiveness, flexibility derived from diversified product portfolio and the Company''s efforts to reduce its dependence on thermal coal, improve cost efficiency and de-leverage its balance sheet.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the Financial Year 2014- 15, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI).

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 91.49 crore. During the year under report, your Company has, on July 21, 2014, allotted 17,816 equity shares of Rs.1/- each in terms of Company''s Employees Share Purchase Scheme - 2013. Relevant disclosures in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 are given as Annexure - A to this report.

NON-CONVERTIBLE DEBENTURES

During the year under review, your Company has issued on private placement basis 20,500 Listed Rated Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- (Rupees Ten Lakh only) each in 3(three) tranches aggregating to Rs. 2,050 Crore. The said debentures have been listed on BSE Limited under WDM segment.

The aggregate outstanding amount of NCDs of the Company as on March 31, 2015 was at Rs. 3,912 crore.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were in the ordinary course of business and at an arm''s length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the provisions of the Listing Agreement. Your Directors draw attention of the members to Note 41 to the financial statement which sets out related party disclosures.

Based on the recommendations of the Audit Committee, your Board of Directors had approved the Policy on Related Party Transactions in accordance with Clause 49 of the Listing Agreement and as per the provisions of the Companies Act, 2013. The policy is uploaded at the below weblink: http://www.jindalsteelpower.com/img/admin/report/pdf/ RPTpolicyJSPL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INvESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

A separate statement containing the salient features of Financial Statements of Subsidiaries, Associates and Joint Ventures of your Company forms a part of consolidated financial statement in terms of Section 129 of the Companies Act, 2013. The names of companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies are also disclosed in that statement.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office. The financial statement including the consolidated financial statement and all other documents required be attached to this report have been uploaded in the website of your Company viz. www. jindalsteelpower.com

Your Company does not have any material subsidiary companies as defined under Clause 49 (V) (E) of the Listing Agreement. However, your Company has framed a policy for determining ''material subsidiary'' and the same is uploaded in the Company''s website at the following link: http://www.jindalsteelpower.com/img/ admin/report/pdf/policy_on_material_ subsidiary.pdf

The details of major subsidiary companies are given below:

Jindal Power Limited

Jindal Power Limited, a subsidiary company (JPL) is operating 2,800 MW power plant at Tamnar, Chhattisgarh.

1,000 MW (4x250MW) power plant generated 8,113 million units of power representing 92.6% Plant Load Factor (PLF) as against 8,225.58 million units of power representing 93.9% PLF in the previous year. This plant has been ranked as fourth best performing power station among 25 major operating stations in the country by Central Electricity Authority (CEA) on PLF during the Financial Year 2014-15.

Commercial operation of first and second unit of 600 MW each of the 2400 MW (4X600 MW) thermal power project being set up in Tamnar, Raigarh, Chhattisgarh was declared in March 2014. During Financial Year 2014-15, these units generated 2,523 million units of power.

Commercial operation of third unit of 600 MW of the 2400 MW (4X600 MW) thermal power project was declared on January 15, 2015. With this, the installed power generation capacity of JPL has increased to 2800 MW. Test synchronization of fourth unit of 600 MW was achieved on March 26, 2015 and the unit achieved full load on March 28, 2015.

JPL''s 258 km, 400 kv double-circuit transmission line is being used as an inter state transmission line belonging to the Western Region Inter-state Transmission System. The Central Electricity Regulatory Commission (CERC) has granted a transmission license to the Company for carrying on business activity and has fixed provisional tariff for its use. During the year under review, JPL has earned transmission income of Rs. 45.44 crore from this line.

during the year under review, JPL has recorded total revenue of Rs. 3,610.55 crore and the loss after tax was Rs. 170.83 crore.

Shadeed Iron & Steel LLC, Oman

Shadeed Iron & Steel LLC, Oman is operating 1.5 MTPA Hot Briquette Iron plant and 2 MTPA Steel Melt Shop. It has recorded sales of Rs. 3,132.87 crore in the Financial Year 2014-15 and earned a profit after tax of Rs. 316.57 crore.

Jindal Mining SA (Pty) Limited, South Africa

The Company, operating coal mine, recorded sales of Rs. 217.32 crore in Financial Year 2014-15 and incurred a loss of Rs. 37.37 crore.

JSPL Mozambique Minerals LDA, Mozambique

The Company, operating coal mine, recorded sales of Rs. 232.39 crore in Financial Year 2014-15 and incurred a loss of Rs. 191.72 crore.

Wollongong Coal Limited (formerly Gujarat NRE Coking Coal Australia Limited)

The Company, operating the coal mine recorded sales of Rs. 46.31 crore in Financial Year 2014-15 and incurred a loss of Rs. 761.82 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

During the period under review, the Board of Directors of your Company appointed four additional directors viz. Mr. Chandan Roy (Independent Director), Mr. Rajiv Sharma and Mr. Shalil Mukund Awale (Nominee Directors appointed by IDBI) and Mr. Rajeev Rupendra Bhadauria as Additional and Wholetime Director. Mr. Ajit M. Ingle was appointed as Nominee Director by IDBI Bank Ltd. w.e.f. May 3, 2014.

Your Directors recommend the appointment of Mr. Chandan Roy as an Independent Director for a period of five years w.e.f December 19, 2014, Mr. Shalil Mukund Awale as a Non-Executive Director/ Nominee Director and Mr. Rajeev Rupendra Bhadauria as a Director and Wholetime Director for a period of three years w.e.f May 27, 2015 at the ensuing AGM.

Key Managerial Personnel

Mr. Naveen Jindal, Chairman, Mr. Ravi Kant Uppal, Managing Director & Group CEO, Mr. Rajeev Rupendra Bhadauria, Wholetime Director, Mr. Dinesh Kumar Saraogi, Wholetime Director, Mr. Harish Dua, Acting CFO and Mr. Jagdish Patra, Vice President & Group Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Jagdish Patra was appointed as Vice President & Group Company Secretary of your Company w.e.f August 1, 2014 and Mr. Rajeev Rupendra Bhadauria was appointed as an Additional Director and Wholetime Director w.e.f May 27, 2015.

The details of the remuneration paid to the Key Managerial Personnel appointed by your Company in accordance with the provisions of Section 203 of the Companies Act, 2013 are set out in this Report.

Resignations/Retirement

Mr. Rajiv Sharma and Mr. Ajit M. Ingle ceased to be the Nominee Directors consequent to withdrawal of their Nomination by the IDBI Bank Limited w.e.f. March 04, 2015 and October 20, 2014 respectively. Mr. K. Rajagopal resigned from the position of Group CFO & Director of the Company from the close of business hours of March 31, 2015.

Mr. T.K. Sadhu, Company Secretary superannuated from the services of the Company w.e.f. July 31, 2014.

Your Directors would like to record their appreciation for the services rendered by them.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Naveen Jindal, Chairman and Mr. Ravi Kant Uppal, Managing Director & Group CEO will retire by rotation at the ensuing AGM of your Company and being eligible offer themselves for re- appointment as Directors of your Company. The Board of Directors of the Company has recommended their re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the following Committees of the Board of Directors:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Health, Safety, CSR and Environment Committee

iv) Stakeholders Relationship Committee and

v) Investment and Risk Management Committee.

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules made thereunder, as well as Clause 49 of the Listing Agreement. The Board considered the independence of each of the Independent directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement, the Board of directors have, on the recommendations of Nomination and Remuneration Committee, formulated the policies for Nomination and Remuneration of directors, KMP and Senior Management of your Company. Remuneration policy of your Company is forming part of the Corporate Governance Report.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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

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

STATUTORY AUDITORS

M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 301003E), the Statutory Auditors of the Company, hold office till the conclusion of the 40th Annual General Meeting. The Board in terms of Section 139 of the Companies Act, 2013, on the recommendation of the Audit Committee, has recommended for the ratification by the Members, the appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors from the conclusion of the ensuing AGM till the conclusion of 37th AGM.

Comments/Qualification of the Auditors in their report and the notes forming part of the Accounts are self-explanatory. Management representation to these qualifications/comments are as follows:

(A) during the previous year, the Hon''ble Supreme Court vide its judgement dated 25th August, 2014 read with its order dated 24th September, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Supreme Court also directed the Coal block allottees to pay an additional levy of Rs. 295 per MT on the coal extracted from the operational mines. The review petition filed by the Company and its subsidiary company JPL before the Hon''ble Supreme Court of India against the order challenging cancellation of coal blocks and imposing additional levy of Rs. 295 per MT on coal extracted with retrospective effect, is still pending.

In the meanwhile, the Company has paid Rs. 3,089.25 crore (including Rs. 1,099.42 crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines from the commencement of coal mining in the year 1993 to September 30, 2014. Out of the said amount, on the basis of the legal advise obtained by the Company that additional levy of Rs. 295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs. 1,793.63 crore (including Rs. 1,024.72 crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middling has been shown an exceptional item in the Statement of Profit and Loss. The balance amount of Rs. 1,295.62 crore (including Rs. 74.70 crore related to its subsidiary company JPL) being additional levy of Rs. 295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable. On the same principle, the Company has accrued additional levy of Rs. 118.01 crore (including Rs. 79.15 crore payable by its subsidiary company JPL) based on coal extracted excluding shale, rejects and ungraded middling from 1st October 2014 to 31st March 2015.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

(B) The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the company and difference, if any shall be accounted for when the matter is finally settled.

COST AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, for audit of cost records of the Company for the Financial Year 2015-16.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, is included in the Notice convening the 36th AGM of the Company.

SECRETARIAL AUDITORS

Your Board, on the recommendation of the Audit Committee, has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - C'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation planning. More details about this Committee and its role and responsibilities are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on the Corporate Social Responsibility (CSR) activities for the Financial Year 2014-15 as required under Section 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure-F''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no other significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operation except as follows:

De-Allocation of Coal Blocks

Following the petition by M L Sharma vs The Principal Secretary & Ors and subsequent other Writs, the Hon''ble Supreme Court vide its judgement dated 25th August, 2014 read with its order dated 24th September, 2014 had cancelled the allocation of Coal Blocks those were allotted from 1993 onwards through Screening Committee. Following the order of the Hon''ble Supreme Court, the Central Government had promulgated The Coal Mines (Special Provisions) Ordinance, 2014 [now an Act], conferring power upon the Government to auction the Coal Blocks falling into Schedule-1 consisting of 204 Coal Blocks as mentioned in the said Act.

Subsequently, the Government proceeded with the Auction of Coal Blocks falling under Schedule II consisting of total 42 Coal Blocks and as notified through circular of Ministry of Coal. The sale of tender document took place from 27th december 2014 and Company and its subsidiary Jindal Power Limited (JPL) participated in the said auction process where the Electronic Bidding commenced from 14th February 2015 and ended on 22nd February 2015 in which JPL won Gare Palma Iv/2 & Iv/3 Coal Block. Likewise after going through all procedural formalities as mentioned in the Tender document and as prescribed in The Coal Mines (Special Provision) Ordinance, JPL made the winning bid for Tara Coal Block and the result was declared via MSTC web-site (the Coal Block Auction Platform).

Similarly the tender document sale of Schedule-III Coal Blocks, consisting of total 59 Coal Blocks started on 07th January 2015 and the Electronic Auction took place from 04th March 2015 to 09th March 2015 consisting of only 13 coal blocks in the 1st phase. The Company and JPL participated in the said auction process.

However, on 20th March 2015, JPL received a letter via E-mail from the office of Nominated Authority wherein it was conveyed that JPL was not declared successful bidder for Gare Iv/2 & Iv/3 and Tara Coal Block on ground that the highest bidder does not reflect fair value, which has been challenged in Hon''ble High Court of delhi and the matter is sub-judice.

despite the aforesaid challenges faced by the Company during the previous year, your Company is fully geared to cater to the coal requirement of its entire planned generation though Coal Linkage and e-auction etc. The Board of the Company is sanguine about winning more Schedule- III Coal Blocks, which are planned to be auctioned in the subsequent rounds.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the directors state:-

(a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Business Responsibility Report

As stipulated under the Listing Agreement, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.

Compliance with Clause 49 of the Listing Agreement- Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from M/s MZ & Associates, Company Secretaries in practice confirming compliance with the conditions of corporate governance is annexed herewith as ''Annexure H'' to this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed herewith as ''Annexure G'' to this Report.

Audit Committee and other Committees

The Composition of Audit Committee and other Committees is provided in the Corporate Governance Report forming part of this Report.

Whistle Blower & vigil Mechanism

Your Company has a vigil mechanism in place namely, Group Whistle Blower Policy (GWB) to provide platform to Directors and Employees to raise concerns regarding any discrimination, victimisation, irregularity, misconduct, unethical matters and other unfair practices.

The Group Whistle Blower policy as approved by the Board of Directors is uploaded on the Company''s website under the weblink: http://www.jindalsteelpower. com/img/admin/governance/pdf/whistle. pdf

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ''Annexure D'' to this Report.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted Internal Complaints Committee having designated independent member to redress complaints regarding sexual harassments. During the year, one complaint was received by the ICC and the same was investigated and resolved as per the provisions of the Act.

Listing

The equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the financial year 2015-16 to the BSE & the NSE.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as ''Annexure-E'' to this Report.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India various State Governments, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The directors look forward to their continued support in future.

For and on behalf of the Board of directors

Naveen Jindal

Chairman

Place: New Delhi Dated: May 27, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 35th Annual Report together with the Statement of Accounts for the year ended on 31st March, 2014.

AUDITED FINANCIAL RESULTS

(Rs. in Crore)

Particulars Standalone Consolidated

Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Sales & other income 14,690.87 15,113.98 20,069.67 19,943.20

Profit before finance cost 3,905.71 4,097.73 5,522.46 6,130.83 and depreciation

Profit before tax 1,600.64 2,228.50 2,512.01 3,833.45

Profit afer tax 1,291.95 1,592.55 1,893.80 2,911.62

Appropriations:

Interim dividend - - 4.82 4.82

Final dividend 137.23 149.57 137.23 149.57

Corporate tax on dividend 1.22 3.32 24.14 25.20

General reserve 129.19 175.00 156.83 175.00

DIVIDEND

Your Directors recommend a dividend of Rs. 1.50/- per equity share of Rs. 1/- each i.e. 150% for the financial year 2013-14. The total dividend pay-out for the year will amount to Rs. 137.23 crore (excluding dividend tax).

BUYBACK OF SHARES

The Board of Directors of the Company had, in its meeting held on 30th August, 2013, approved the Buyback of its fully paid-up Equity Shares of the face value of Rs. 1/- each, from the open market through stock exchanges for a total consideration not exceeding Rs. 1,000 crore, and at a price not exceeding Rs. 261/- per Equity Share, payable in cash. The Company commenced its scheme of buy-back of Equity Shares from 16th September, 2013 and closed on 18th February, 2014. The Company has bought back a total of 1,99,59,584 Equity Shares (2.13%) from its shareholders at an average price of Rs. 250.91. All shares bought back under buyback were duly extnguished. The paid up capital of the Company afer buyback is Rs. 91,48,85,984.

ISSUING OF SHARES

The Company has, in terms of Company''s Employees Share Purchase Scheme-2013, alloted 11,750 equity shares of Rs. 1/- each on 31st July, 2013. Relevant disclosures in terms of Clause 19 of the Securites and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is given as annexure – I to this report

OPERATIONAL REVIEW

The Company has, on a consolidated basis, achieved an aggregate income of Rs. 20,069.67 crore compared to previous year''s Rs. 19,943.20 crore. Profit before tax is Rs. 2,512.01 crore in 2013-14 as compared to Rs. 3,833.45 crore in 2012-13. Profit afer tax is Rs. 1,893.80 crore in 2013-14 as compared to Rs. 2,911.62 crore in 2012-13. The Reserves and Surplus have touched Rs. 22,519.05 crore.

Sponge Iron

The Company produced 13,19,985 MT of Sponge Iron during the year under report as against previous year''s production of 13,19,976 MT and achieved a capacity utlisation of about 96.35%.

Pellet

The Company produced 41,48,974 MT of pellets during the year under report as against 40,42,025 MT in the previous year.

power

The Company generated 5,643.95 million Kwh of power during the year under report as against last year''s 6,027.82 million Kwh of power.

Raipur Unit

Raipur Unit produced 1,791 MT of castngs and has done machining of 14,033 MT as against 1,933 MT and 12,510 MT respectvely in the previous year.

Mining

The production of calibrated iron ore at captve mine at Tensa in Odisha was 5.41 lacs MT as against previous year''s production of 5.64 lacs MT. Coal production at captve mine was 59.99 lacs MT and was close to last year''s production.

PROJECTS COMPLETED

1. Steel Plant at Angul, Odisha

Your Company has completed the following facilites under phase–I of integrated steel plant being set up at Angul in the state of Odisha viz. 810 MW Power Plant (6x135MW),

Plate Mill (1.2 MTPA) and plate leveller, Steel Melting Shop including 1x250 T EAF and ladle furnace, RH Degasser and other associated facilites along with 2300 MM wide Slab Caster, Oxygen Plant (2x1200 Tones/day), Lime & Dolomite Plant (2x500 Tones/day), Coal Washery (6 MTPA ROM), process boiler (I & II) (3x180TPH), material handling system and housing colony. Plate mill is in operation since August, 2013 and its products are well accepted in the market.

All other facilites like normalising and quenching furnace & tempering furnace in the Plate Mill, intake pump house with 30 K.M. long cross country water pipeline from Samal Barrage to the plant and light weight aggregate plant will be commissioned by end of June, 2014 and the plant will be fully operational during the current year.

2. Steel Plant at Raigarh, Chhatisgarh

With a view to overhaul and upgrade the existng 3 MTPA steel plant at Raigarh, some facilites have been modernised / added, such as, normalising furnace (200 TPH) and Cold leveler in the Plate Mill, Sinter plant capacity enhancement from 204m2 to 224m2, modernisation of EAF-1 & FES system for increasing the capacity for beter operational efficiency and emission control, 1.2 MTPA coal washery (revamping) has also been commissioned. A major repair of Blast Furnace No. 2 was also undertaken successfully.

3. Pellet plant at Barbil, Odisha

4.5 MTPA pellet plant has been completed and trial run is being conducted. It will be fully operational by June, 2014.

4. Steel Melting shop at Oman

Shadeed Iron and Steel LLC, Oman, a subsidiary company, has completed the construction of 2 MTPA steel Melting shop which includes a 200 t capacity EAF, Ladle Furnace, Vacuum Degassing and 1x8 strand Billet-cum-round caster. This is now under commissioning and will be fully operational by June, 2014.

5. Machinery division at Raipur, Chhatisgarh

EOT crane 25x8 T(2 nos) have been commissioned, radial drill machine (7.5 KW, 50MM), tools and tackles / electric sprayer / Magnetc power drill for assembly, portable stress reliving machine for fabrication and universal tool and cuter grinding machine have been installed. This will further enhance the productvity of the division.

PROJECTS UNDER IMPLEMENTATION

1. Steel Plant at Angul, Odisha

As a part of current expansion to reach plant capacity of 6 MTPA, the following additional facilites have been planned at Angul, viz. Billet Caster (1x8 strand), Coke Making Plant (2.0 MTPA), Sinter Plant (4.0 MTPA), Blast Furnace (3.2 MTPA), DRI Plant based on coke oven gas & synthesis gas (2.0 MTPA), Steel Melting Shop-II, NSM-Combined, Thin Slab Castng and Rolling Plant, Lime & Dolomite Plant (1,800 tonnes/day) and Oxygen Plant (2x1,800 tonnes/day).

2. Steel plant, Raigarh, Chhatisgarh

With a view to increase the efficiency of the steel plant at Raigarh, the following facilites are planned viz. increase in inner volume of BF-1 from 446 Cub Mt to 686 Cub Mt, modernisation of slab caster, upgradation of plate mill to improve capacity from 1 MTPA to 1.2 MTPA and Coil rolling upto 3000 MM width, upgradation of rail head hardening and setng up of 100% BF gas based reheatng furnace with a capacity of 225 TPH which will result in eliminatng use of liquid fuel in Rail and Universal Beam Mill.

3. Machinery Division, Raipur

EOT crane of 10 Ton capacity for improving centrifugal castng productvity and centrifugal castng machine for increasing the capacity of manufacturing of centrifugally casted products will be commissioned during the current fnancia year.

4. Shadeed Iron & Steel, Oman

Shadeed Iron & Steel Co. LLC, Oman, a subsidiary company is operating 1.5 MTPA Hot Briquete Iron ore Plant at Sohar Oman. It has commissioned a 2 MTPA Steel Melting Shop a its existng works on 23rd April, 2014. Further, a Bar Mill o 1.4 MTPA capacity has been ordered on M/s Danieli in order to make the Oman works as fully integrated steel plant. The project is under implementation.

DE-ALLOCATION OF COAL BLOCKS

The Ministry of Coal, Government of India, (MoC) is making periodical review of the development of allocated coal blocks as well as that of associated end use projects. Recently Cabinet Commitee on Investments (CCI) also specified a certain tme line for obtaining statutory clearances and in case same were not obtained by any of the project proponents, the coal blocks were de-allocated by MoC. Accordingly, following coal blocks, alloted to the Company individually or jointly with other Companies, have been recommended for de-allocation and/or de-allocated:

SUBSIDIARY COMPANIES AND THEIR BUSINESS Jindal Power Limited:

The Company is operating 1,000 MW (4 X 250 MW) power plant in Raigarh (Chhatisgarh) and has closed the Financial Year 2013- 14 with a total revenue of Rs. 2,736.21 crore and earned a Profit afer tax of Rs. 1,106.72 crore. It is expanding its power Generation capacity by setng up 2,400 MW (4 X 600 MW) power plant adjacent to its existng 1000 MW Power Plant. Three units of 600 MW each have been completed. It is implementng hydro power projects in the State of Arunachal Pradesh in a Joint Venture with Hydro Power Development Corporation of Arunachal Pradesh Limited and exploring setng up thermal power plants in West Africa. JPL has also acquired 74% stake in Kineta Power Limited (formerly known as Kineta Power Private Ltd.) which has received EC for setng up a 1980 MW (3 units of 660 MW each) Thermal Power Plant in the State of Seemandhra.

Supply of coal for 1000 MW power plant is sourced from its captve coal mines which are located in close proximity to the power plant and which have geological reserves of approximately 246 million tons. The Gare Palma IV/2 and IV/3 mines have been leased to JPL for 30 years by the Ministry of Coal, Govt. of India from the date of the lease agreement, dated 7th October, 2005 and are operated by the Company. Coal is transported from these mines to the power plant over a distance of approx 6.9 Km through conveyor pipe.

JPL from 1000 MW power plant has signed medium term Power Purchase Agreement (PPA) with The Tamil Nadu Generation and Distribution Corporation Limited for 200 MW. Balance power is sold through a mix of (medium-term and short-term PPAs), power exchanges, state-owned utlites and power Distribution and trading companies.

Coal linkage for coal requirements for two units of 600MW each of 2400 MW power plant has been received and fuel supply agreements have been signed with South Eastern Coalfields Ltd. and Mahanadi Coalfields Ltd for supply of 4.812 MTPA of coal. The company plans to meet the coal requirements of the remaining two units of 600MW each initally by importng the coal requirement tll domestc coal linkage from the Ministry of Coal is granted. The company''s coal linkage request for these two units is pending with Long Term Standing Linkage Commitee of the Ministry of Coal. Company has long term PPA with The Tamil Nadu Generation and Distribution Corporation Limited for 400 MW power. The balance power will be sold through bilateral contracts (both medium term and short term) and power exchanges and tll the tme company enters into long term PPAs.

Shadeed Iron & Steel LLC, Oman:

The Company, operating 1.5 MTPA Hot Briquete Iron ore plant achieved a sales of Rs. 3,200.41 crore in the financial year 2013-14 and earned a Profit afer tax of Rs. 274.38 crore.

Jindal Mining SA (Pty) Limited, South Africa:

The Company, operating coal mine, achieved sales of Rs. 351.11 crore in financial year 2013-14 and earned a Profit afer tax of Rs. 21.93 crore.

JSPL Mozambique Minerals LDA, Mozambique:

The Company, operating coal mine, achieved a sales of Rs. 244.54 crore in financial year 2013-14 and incurred a loss of Rs. 183.46 crore.

Wollongong Coal Limited (formerly Gujarat NRE Coking Coal Australia Limited):

The Company, operating coal mine, became subsidiary of the Company from 15th November, 2013. It achieved a sales of Rs. 277.36 crore during the period from 15th November, 2013 to 31st March, 2014 and incurred a loss of Rs. 175.64 crore.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia, Tanzania.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred unpaid / unclaimed fnal dividend for Financial Year 2005-06 and interim dividend for financial year 2006-07 amountng to Rs. 31,19,980/- (Rupees thirty one lac nineteen thousand nine hundred eighty only) and Rs. 19,76,856/- (Rupees nineteen lac seventy six thousand eight hundred ffy six only) respectvely to Investor Education and protection Fund of the Government of India. Company has also transferred Rs. 27,527/- (Rupees twenty seven thousand fve hundred twenty seven only) in respect of unclaimed repayment and interest on fixed deposit to the said fund. The details including last date of claiming of unclaimed / unpaid dividend amount is given at the end of the Notce of the Annual General meeting.

LISTING

The equity shares contnue to be listed on the BSE Limited (BSE) and the national Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listng fee for the financial year 2014- 15 to BSE & NSE.

FIXED DEPOSITS

The Company has not accepted/received any fresh deposits during the year under report. There was no amount outstanding in respect of fixed deposits as on 31st March, 2014.

DIRECTORS

Shri Ratan Jindal and Smt. Shallu Jindal, Directors of the Company will retre by rotation at the forthcoming Annual General meeting and being eligible have ofered themselves for re-appointment as Directors of the Company, liable to retre by rotation, in the said meeting. Shri K. Rajagopal was appointed as director in casual vacancy and holds office up to the ensuing Annual General meeting. The Company has received a notce under Section 160 the Companies Act, 2013 from a member signifying the candidature of Shri K. Rajagopal for appointment as director of the Company, liable to retre by rotation in the ensuing annual general meeting.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutve years and shall not be liable to retre by rotation. They may be appointed for a maximum of two consecutve terms of up to 5 years each. In terms of revised clause 49 of the listng agreement which will be applicable from 01st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per new Act, the Nominee Director is not considered to be an Independent Director. Presently, Shri R. V. Shahi, Shri A K Purwar, Shri Arun Kumar, Shri S K Garg, Shri Haigreve Khaitan and Shri Hardip Singh Wirk are the Independent Directors of the Company. As per their existng terms of appointment, all of them are liable to retre by rotation. However, under the new Act and Clause 49 of listng agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listng agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifcations, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketng, administration, technical operations and other disciplines related to Company''s business. Keeping in view, the Educational / professional qualifcations, working experience, expertse in line with Company''s business, positve atributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of fve consecutve years commencing from the date of 35th Annual General meeting of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Partculars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-II forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Partculars of Employees) Rules, 1975 as amended from tme to tme, the partculars of employees are set out in Annexure-III to this Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act read with Clause 32 of the Listng Agreement, the Annual Report excluding the aforesaid Information is being sent to all the members of the Company and others enttled thereto. Any member interested in obtaining such partculars may write to the Company.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listng agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this Annual Report as Annexure IV & V. In terms of Clause 55 of listng agreement, a Business Responsibility Report describing initatve taken by the Company from environmental, social and governance perspectve is also included elsewhere in this Annual Report as Annexure VI.

AUDITORS

M/s S. S. Kothari Mehta & Co., Chartered Accountants, (Firm registration No. 000756N) Statutory Auditors of the Company, will retre at the conclusion of ensuing Annual General meeting of the Company. They have been statutory auditors of the Company since 1998. They have informed the Board that with a view to uphold the highest standards of corporate governance and changes under the Companies Act, 2013, they would not like to ofer themselves to be re-appointed as auditors in the forthcoming Annual General meeting of the Company. The Company has received a Special Notce under Section 140 (4) read with Section 115 of the Companies Act, 2013 from M/s Gagan Infraenergy Limited in the capacity as a member of the Company proposing a resolution at the ensuing Annual General meeting for appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors in place of M/s S.S. Kothari Mehta & Co. Chartered Accountants, the retring statutory auditors. M/s. S. R. Batliboi & Co. LLP, have agreed to and given their consent for their appointment as statutory auditors of the Company.

M/s S. S. Kothari Mehta & Co. have maintained the highest level of governance and substantally contributed in to the efforts of the Company towards strengthening the internal controls, processes and procedures in line with expanding size of operations. The

Board places on record its deep sense of appreciation for the services rendered and guidance given by them as statutory auditors of the Company.

In terms of Section 139(2) of the Companies Act, 2013, the Board has recommended that M/s S. R. Batliboi & Co. LLP may be appointed as statutory auditors of the Company for a period of fve consecutve years from the conclusion of the Thirty fifth Annual General meeting up to the conclusion of the Forteth Annual General meeting, subject to ratfication at each Annual General meeting, at a remuneration that may be decided by the shareholders

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub Section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:-

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable accountng standards had been followed along with proper explanations relatng to material departures.

ii) that the Directors had selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the Profit of the Company for the year under report.

iii) that the Directors had taken proper and sufcient care for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventng and detectng fraud and other irregularites.

iv) that the Directors had prepared the accounts for the financial year ended on 31st March, 2014 on a ''going concern basis''.

APPRECIATION

Your Directors wish to place on record their grattitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the contnuing commitment and dedication of the employees at all levels, which has been critcal for the Company''s success. The Directors look forward to their contnued support in future.

For & on behalf of the Board

Naveen Jindal

Chairman Place: New Delhi Dated: 29th April, 2014


Mar 31, 2012

The Members,

The Directors are pleased to present the 33rd Annual Report together with the Statement of Accounts for the year ended on 31st March, 2012.

AUDITED FINANCIAL RESULTS

(Rs. in Crore)

Particulars Standalone Consolidated Financial financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Sales & other income 13,518.43 9,717.34 18,350.53 13,193.60

Profit before interest and depreciation 4,246.95 3,725.72 6,935.11 6,398.17

Profit before tax 2,843.01 2,753.36 5,188.60 4,988.02

Profit after tax 2,110.65 2,064.12 4,002.26 3,804.01 Appropriations:

Interim dividend - - 4.82 4.29

Final dividend 149.46 140.19 149.46 140.19

Corporate tax on dividend 3.15 3.75 25.03 23.44

General reserve 220.00 210.00 222.54 211.65

FURTHER ISSUE OF CAPITAL

During the period under report the Company has allotted 3,24,223 equity shares of Rs. 1/- each on 12th December, 2011 against options granted under the Company's Employee Stock Option Scheme- 2005.

DIVIDEND

Your Directors recommend a dividend of Rs. 1.60 per equity share of Rs. 1/- each i.e. 160% for the financial year 2011-12. The total dividend pay-out for the year will amount to Rs. 149.46 crore (excluding dividend tax).

OPERATIONAL REVIEW

The Company has, on a consolidated basis, achieved an aggregate income of Rs. 18,350.53 crore compared to previous year's Rs. 13,193.60 crore. Profit before tax has increased to Rs. 5,188.60 crore in 2011-12 from Rs. 4,988.02 crore in 2010-11. Profit after tax has also grown to Rs. 4,002.26 crore in the year under report from Rs. 3,804.01 crore in the previous year. The Reserves and Surplus have touched Rs. 18,017.63 crore.

Sponge Iron

The Company produced 13,19,940 MT of Sponge Iron during the year under report as against previous year's production of 13,19,840 MT and achieved a capacity utilisation of 96.35%.

Steel

The production of steel products during the year under report, compared to previous year is given below:

SI. No. Product Production in MT (2011-12) (2010-11)

1. Finished steel products 19,44,434 15,85,327

2. Semi steel products 27,56,881 22,72,692

Pellet

The Company produced 37,36,915 MT of pellets during the year under report as against 27,87,285 MT in the previous year.

Power

The Company generated 4,634 million Kwh of power during the year under report as against last year's 3,420 million Kwh of power.

Raipur Unit

Raipur Unit produced 1,778 metric tons of castings and has done machining of 9,060 metric tons during the year under report as against 1,569 metric tons and 8,613 metric tons respectively in the previous year.

Mining

The production of calibrated iron ore at captive mine at Tensa in Odisha was 5.06 lacs MT as against previous year's production of 6.69 lacs MT. The Company has exported 2.45 lacs MT of iron ore fines as against 8.42 lacs MT in the previous year. Coal production at captive mine was 59.98 lacs MT as against previous year's production of 59.99 lacs MT.

PROJECTS COMPLETED

Following projects were completed during the year under report:

1. Power Plants

(i) 540 MW (4X135 MW) power plant at Dongamahua, Raigarh Chhattisgarh: Under Phase—II, Unit I and II of 135 MW each power generation capacity were commissioned in January, 2012. Both the Units have stabilised their operations. With this, all the four Units of 135 MW each power generation capacity set up at Dongamahua, Raigarh, Chhattisgarh are operational and generating power.

(ii) 810 MW (6x135 MW) power plant at Angul, Odisha: The Company is setting up 810 MW (6x135 MW) captive power plant at Angul, Odisha for meeting power requirement of its upcoming 6 MTPA integrated steel plant. Second Unit of 135 MW power generation capacity was commissioned in February, 2012. With this, two units of 135 MW each are operational and generating power. Third Unit of 135 MW power generation capacity is expected to be commissioned in July, 2012.

2. Machinery Division, Raipur, Chhattisgarh

The production capacity of Machinery Division of Raipur Unit has been enhanced from 5,100 metric tons per annum to 10,000 metric tons per annum by making investment in machine tools, expansion of covered area and material handling equipment. The Company has received IBR Certification as manufacturer of headers of Boilers and foundry items. This Division is envisaging further expansion of its capacity by inclusion of more covered area and material handling facility and has planned to install Alfa Set Sand System in foundry for further improvement in product quality. The Pressure Vessel Division with a capacity of 2,500 metric tons per annum has started commercial operations.

PROJECTS UNDER IMPLEMENTATION 1. Steel Plant at Angul, Odisha

The Company is setting up 6 MTPA steel plant at Angul in the state of Odisha. The following facilities are, at present, under installation:

1.1) Coal Washery(2x 600 TPH)

1.2) Sponge Iron Plant based on Coal Gasification (1.8 MTPA)

1.3) Steel Melting Shop (1.64 MTPA)

1.4) Plate Mill (1.5 MTPA)

1.5) Captive Power Plant (6x135 MW)

Out of the above facilities under implementation, the construction of Plate Mill has been completed and is expected to be commissioned in financial year 2012-13. Apart from this, work on raw material handling plant, beam welding plant, cross country pipeline, raw water reservoir, in-take pump house and a housing colony is at an advanced stage of implementation.

The following facilities are also being set up at Angul:

1.1) Coke Oven Plant (2.0 MTPA)

1.2) Sinter Plant (4.0 MTPA)

1.3) Pellet Plant (4.0 MTPA)

1.4) Blast Furnace (3.2 MTPA)

1.5) Sponge Iron Plant (2.0 MTPA)

1.6) Steel Melting Shop (4.36 MTPA)

1.7) Hot Strip Mill (4.5 MTPA)

Department of Water Resources, Government of Odisha has given permission for drawing of 95.16 cusecs of water from river Bramhani for the plant. Ministry of Environment & Forests, Government of India has issued environmental clearance and Odisha State Pollution Control Board has issued consent to establish for setting up of said steel plant. Technology suppliers for Sinter Plant (4.0 MTPA), Blast Furnace (3.2 MTPA) and Sponge Iron Plant (2.0 MTPA) have been finalised and discussions are under progress for finalising technology suppliers for remaining facilities.

2) Steel Plant at Patratu, Jharkhand

The Company envisages setting up of 6 MTPA integrated steel plant at Patratu in the state of Jharkhand and in its first phase, is implementing 3 MTPA steel plant.

Agreement has been signed with Government of Jharkhand for supply of 66.54 mem of water from Damodar Basin for

the plant and an agreement with Jharkhand State Electricity Board is under process of renewal for supply of 20 cusecs of water. Ministry of Environment & Forests, Government of India has issued environmental clearance and State Pollution Control Board, Jharkhand has issued consent to establish for setting up of said steel plant. The Company has already acquired 1,039 acres of land and process is on for acquiring balance 2,205 acres of land.

3) Steel plant, Raigarh, Chhattisgarh

The existing steelmaking capacity at Raigarh Works is 3 MTPA. Considering the increasing demand for steel in coming years, the Company plans to enhance steelmaking capacity at Raigarh Works to 11 MTPA and is in the process of seeking various approvals. The Company has entered into memoranda of understanding with the State Government of Chhattisgarh in terms of which the State Government of Chhattisgarh will extend necessary assistance to the Company in expeditiously obtaining various approvals, coal and iron ore linkages, environmental clearances, acquisition of land etc. for implementing the said expansion plan. Ministry of Environment and Forests, Government of India has issued Terms of Reference (TOR) for the proposed expansion in terms of which the Company has submitted draft Environment Impact Assessment and Environment Management Plan to the Chhattisgarh Environment Conservation Board, Raipur, Chhattisgarh.

In order to further improve and strengthen the present operations, the following facilities are being added:-

3.1) Additional mill for pulverised coal injection is being set up which will help in increasing the coal injection in Blast Furnace thereby reducing the consumption of coal as well as improving the productivity.

3.2) Third Turbo-blower is being installed which will act as standby to the existing two turbo blowers and ensure continuity of hot blast air to Blast Furnace in case of shut down of any turbo.

3.3) Slab Caster upgradation is being done to increase the width of the slabs. This will help in rolling the increased width plates from the Plate Mill.

3.4) Additional 6 Silos are being set up to blend different kinds of coal. Low cost coal is blended with high grade coking coal to reduce the cost of blended coal and thus reduces the cost of coke. This will reduce the cost of conversion of hot metal in Blast Furnace.

3.5) Second Ladle Refining Furnace is being installed in Steel Melting Shop - III which will increase steel- making capacity by increasing the capacity of secondary steel making.

4. Pellet Plant at Barbil, Odisha

The Company is setting up one more 4.5 MTPA Iron Ore Pellet Plant with wet grinding process at Barbil for which basic engineering and proprietary equipment have been ordered. Water approval, environmental clearance and consent to establish for setting up 10 MTPA Pellet plant at Barbil have already been received. Detailed engineering agency has been finalised and critical packages ordering is in progress. The pelletisation will be a value added process of iron ore fines and better utilisation of powdery ore available in the mines.

5. Shadeed Sponge Iron Plant

Asa part of expansion, Shadeed Iron & Steel Co. LLC, Oman, a subsidiary company, is setting up a 2 MTPA Steel Melting Shop. M/sDanieli, Italy has been finalised as the technology and core equipment supplier and M/s Idom, Spain has been finalised as the Engineering Consultant.

SUBSIDIARY COMPANIES AND THEIR

BUSINESS

Jindal Power Limited (JPL), operating 1,000 MW (4 X 250 MW) power plant in Raigarh (Chhattisgarh) has closed financial year 2011-12 with a total sales of Rs. 3,040.35 crore and earned a profit after tax of Rs. 1,764.99 crore. JPL is expanding its power generation capacity by setting up 2,400 MW (4 X 600 MW)

power plant adjacent to its existing works. JPL envisages setting up hydro projects in the State of Arunachal Pradesh in Joint Venture with Hydro Power Development Corporation of Arunachal Pradesh Limited and thermal power projects in the states of Jharkhand and Odisha. Shadeed Iron & Steel LLC, Oman, operating 1.5 MTPA Hot Briquette Iron plant achieved sales of Rs. 2,794.30 crore in the financial year 2011-12 and earned a profit after tax of Rs. 244.17 crore. Jindal Mining SA (Pty) Limited, South Africa, operating coal mines achieved a sales of Rs. 451.02 crore in the financial year 2011-12 and earned a profit after tax of Rs. 38.18 crore.

Africa continent and Australia are rich in mineral resources and your Company, through its subsidiary companies, is expanding its business activities by acquiring, exploring and operating iron, coal, limestone and base metals. The operations in Kiepersol Colliery in South Africa stabilised over the last year enabling a ramp up of production in the coming years. The Company also continues to pursue more opportunities in mining of coal, iron ore and manganese in this country. In Mozambique, the coking coal project is in the final stages of development. The sale is likely to start in financial year 2012-13.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred unpaid / unclaimed final dividend for financial year 2003-04 and interim dividend for financial year 2004-05 amounting to Rs. 20,03,753/- (Rupees twenty lacs three thousand seven hundred and fifty three only) and Rs. 16,77,124/- (Rupees sixteen lacs seventy seven thousand one hundred twenty four only) respectively to Investor Education and

Protection Fund of Government of India. The details including last date for claiming of unclaimed / unpaid dividend amount is given at the end of the Notice of the Annual General Meeting.

EMPLOYEES STOCK OPTION

Details of allotment of shares made pursuant to Employees Stock Option Scheme-2005 to the employees of the Company and its subsidiary, Jindal Power Limited during the period under report is given below:

S.No. Series No. of Equity Date of Shares Allotted Allotment

1 Series III (Part III) 3,24,223 12th December 2011

As required by clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31st March, 2012 is given in a separate statement as Annexure-I forming part of this Report.

LISTING

The equity shares continue to be listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for the financial year 2012- 13 to BSE & NSE and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited. Shares issued against stock options have been listed and trading permission has been granted by these stock exchanges.

FIXED DEPOSITS

The Company has not received any fresh deposits during the year under report. The aggregate amount outstanding in respect of fixed deposits as on 31st March, 2012 was Rs. 37.22 crore against 6,938 fixed deposit holders. Amount of deposits that have matured but were unclaimed as on 31st March, 2012 was Rs. 1.11 crore representing 384 deposit holders. Since then 39 deposits totaling Rs. 16.28 lacs have been paid.

DIRECTORS

IDBI Bank Limited has withdrawn nomination of Shri S. Ananthakrishnan from the Directorship from the close of business hours on 27th February, 2012 and nominated Shri Inderpal Singh Kalra as Director w.e.f. 28th February, 2012. Smt. Savitri Jindal and Shri Naushad Akhter Ansari have resigned from the Directorship of the Company w.e.f. 26th April, 2012 and 01st May, 2012 respectively. Shri Haigreve Khaitan, Shri Hardip Singh Wirk, Shri Rahul Mehra and Shri Sushil Maroo, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment as Directors of the Company, liable to retire by rotation, in the said meeting.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure II forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the particulars of employees are set out in Annexure-lll to this Report. However, as per provisions of Section 219(l)(b)(iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this Annual Report as Annexure IV & V.

BUSINESS RESPONSIBILITY REPORT

Ministry of Corporate Affairs (MCA), Government of India has, in July 2011, issued National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (Guidelines). The Guidelines list out nine principles and core elements on ethics, transparency and accountability, sustainability, employee well being, responsiveness towards stakeholders, promotion of human rights, environment protection, influencing public policy, inclusive growth and equitable development, value to customers and consumers.

The Companies in India are adviced to follow these Guidelines for reporting their initiatives and activities relating to corporate social responsibilities (CSR). The Company's vision, mission and core values enshrine these principles which are integral to the business of the Company. The Company engages in elaborate CSR initiatives, conducts business with transparency and accountability, looks after well being and protection of the employees with a human face, is responsive to the needs of all its stakeholders and takes care of quality of the products manufactured by it, gives priority to preservation and protection of environment and prevention of pollution and believes that business is also a medium to contribute to the social development. Initiatives undertaken during the year under report in respect of corporate social responsibility, environment protection, industrial relations and human resource management etc. are mentioned in detail in the Management Discussion and Analysis Report which forms a part of this report as Annexure V.

AUDITORS

M/s S.S.Kothari Mehta & Co. (Firm Registration Number - 0000756N), Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They are proposed to be appointed as Auditors of the Company for the financial year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) that in preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable accounting standards had been followed along with proper explanations relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the accounts for the financial year ended on 31st March, 2012 on a 'going concern basis'.

APPRECIATION

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

For and on behalf of the Board

Place: New Delhi NaveenJindal

Dated: 27th April, 2012 Chairman and Managing Director


Mar 31, 2011

To

The members,

The Directors are pleased to present the 32nd Annual Report together with the Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Crores)

Particulars Standalone Consolidated

Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2011 31.03.2010 31.03.2011 31.03.2010

Sales & other income 9,717.34 7,484.90 13,193.60 11,151.82

Profit before interest and depreciation 3,726.14 2,612.13 6,398.59 5,907.99

Profit before tax 2,753.36 1,907.50 4,988.02 4,553.45

Profit after tax 2,064.12 1,479.68 3,804.01 3,634.56

Appropriations:

Interim dividend - - 4.29 3.38

Final dividend 140.19 116.52 140.19 116.52

Corporate tax on dividend 3.75 4.28 23.44 19.96

General reserve 210.00 150.00 211.65 150.00

FURTHER ISSUE OF CAPITAL

The Company has allotted 30,23,507 equity shares of Re.1/- each on various dates against options granted under the Company's Employee Stock Option Scheme- 2005 during the period under report.

DIVIDEND

Your Directors recommend a dividend of 150% i.e. Rs. 1.50 per equity share of Re. 1/- each. Stock Options under Series III (Part III) will vest in the employees on 27th April, 2011 and shares will be allotted against these Options in due course. These shares will rank pari-passu with the existing shares in all respects. Accordingly, provision for payment of dividend for the financial year 2010-11 has also been made in respect of 7,40,625 equity shares being the maximum number of shares that may be allotted on exercise of these Options.

OPERATIONAL REVIEW

The Company has, on a consolidated basis, achieved an aggregate income of Rs. 13,193.60 crores, compared to previous year's Rs. 11,151.82 crores. Profit before tax has increased to Rs. 4,988.02 crores in 2010-11 from Rs. 4,553.45 crores in 2009-10. Profit after tax has also grown to Rs. 3,804.01 crores in the year under review, from Rs. 3,634.56 crores in the previous year. The Reserves and Surplus have touched Rs. 14,015.08 crores.

Sponge Iron

The Company produced 13,19,840 MT of Sponge Iron in the year under report as against previous year's production of 13,09,408 MT and achieved a capacity utilisation of 96.3%.

Steel

The production of steel products during the year under report, compared to previous year is given below:

Sl No. Product Production in MTs (2010-11) (2009-10)

1 Finished steel products 15,85,327 12,14,583

2 Semi steel products 22,72,692 19,64,032

Ferro Chrome

The Company produced 17,149 MT of HC Ferro Chrome/ silico manganese during the year as against 540 MT in the previous year.

Power

The Company generated 2,942 million Kwh of power during the year under report as against last year's 2,976 million Kwh of power.

Raipur Unit

Raipur Unit produced 1,579 MT of casting and has done machining of 8,613 MT as against 1,665 MT and 8,885 MT respectively of previous year.

Mining

The production of calibrated iron ore at captive mine at Tensa in Orissa was 29.09 lacs MT as against previous year's production of 12.34 lacs MT. The Company has exported 8.42 lacs MT of iron ore fines as against 6.09 lacs MT in the previous year. Coal production at captive mine was 59.99 lacs MT, as against previous year's production of 59.98 lacs MT.

PROJECTS COMPLETED

Following projects were completed during the year under report:

1. Steel Melting Shop: With the modifcation in mini blast furnace and by commissioning of steel melting shop (SMS - III) in May 2010, the production capacity of Hot Metal / Pig Iron has increased from 1.5 MTPA to 1.67 MTPA and of Mild Steel from 2.4 MTPA to 3.0 MTPA.

2. Captive Power Plant: Out of the four captive power generating units of 135 MW each to be set up in two phases at Dongamahua, Raigarh, two units of 135 MW each under Phase – I were synchronised in May and September 2010 respectively and are generating power. Both the units have stabilised their operations and power generated is utilised for Raigarh works.

810 MW (6x135 MW) captive power plant is a part of steel plant proposed to be set up at Angul, Orissa. The first unit of 135 MW has been commissioned in March 2011.

The Company's total power generation capacity has increased to 782 MW which includes 24 MW of windmill power plant at Satara, Maharashtra.

3. Cement Plant: A 0.5 MTPA capacity slag grinding unit at Raigarh, Chhattisgarh has been completed and is operating since May 2010. This plant is utilising the slag produced by blast furnace I and II and clinker, purchased from outside, is mixed with slag to produce cement. A part of the production is used in-house for various civil works and balance is sold in the market.

4. Medium and Light Section Mill: A 0.6 MTPA medium and light section mill at Raigarh, Chhattisgarh has been completed and commenced production from January 2011. This mill has the capacity to produce 400 mm beams, 300 mm channels and 200 mm channels which are in great demand. This mill will complement the product range of rail and universal beam mill (RUBM) which produces 100 mm beams and 400 mm columns and rails. The capacity to produce a range of products has provided the Company a strong market edge.

5. 6 Strand Billet caster: This unit is a part of SMS- III and started commercial production from March 2011. The billets are used as raw material for the production of medium sections, beams, channels, wire rods used by construction sector and angels used for construction of transmission towers.

6. Wire Rod Mill and Bar Mill: A 0.6 MTPA capacity wire rod mill and 1.0 MTPA capacity bar mill, at Patratu, Jharkhand has commenced production on 29th March, 2010 and 30th March, 2011 respectively. Wire rod mill produces wire rods of 5.2 mm to 22 mm and rebars of 6, 8 10 & 12 mm, which are used in the manufacture of springs, high tension fasteners, electrodes, nails, concrete wires. Bar mill produces rebars of 8 mm to 40 mm size, angels of 50x50x5 mm to 90x90x9 mm and rounds of 20-63 mm diameter and RCS of 40-63 mm diameter. These products are used in civil construction, fabrication and structural work and for the production of fasteners and bolts, among others.

7. Shadeed Sponge Iron Plant: The Company through its 100% subsidiary Jindal Steel & Power (Mauritius) Limited, Mauritius (JSPLM), has acquired Shadeed Iron & Steel Co. LLC (SISCO), a Company incorporated under the laws of the Sultanate of Oman, in June 2010. SISCO has a 1.5 MTPA gas-based Hot Briquetted Iron (HBI) plant at the industrial port area of Sohar, Oman. The plant has been commissioned in record time and commercial operations started in December 2010, three months ahead of its schedule. The plant has a 600 meter long quay with 19 meter draught capable to handle cape size vessels. The Company proposes to set up a 1X200 T/hr EAF and a billet caster and the orders for the same will be placed in the current financial year.

8. Producer Gas Plant: 2x48500 Nm3/hr producer gas plant has been set up at Barbil, Orissa and is operating since March 2010. The gas produced by this plant is a substitute for furnace oil, which is used in the pellet plant.

PROJECTS UNDER IMPLEMENTATION

1. Captive Power Plant in Raigarh, Chhattisgarh: Under Phase – II, 270 MW (2 x 135 MW) captive power plant, is being set up at Dongamahua, Raigarh. Environment clearance and consent to establish have been obtained. Complete BOP packages like CHP, AHP and Water Treatment Plant, Switchyard, C&I Packages etc. have been awarded to different vendors. Target date for the synchronisation of the Unit I of Phase II is September 2011 and for Unit II is December 2011.

2. Steel Plant in Angul, Orissa: The Company is at an advanced stage of implementation of this project. All major orders for engineering, equipment supply and construction works have been placed. Out of 4,331 acres of land required for the project, 4,067 acres of land have already been acquired. The following facilities are being set up viz., plate mill (1.5 MTPA), coal Gasification plant (225,000Nm3/hr), sponge iron plant (1.8 MTPA), steel melting shop (1.64 MTPA), slab caster (1.62 MTPA), oxygen plant (2x1200 TPD), lime and dollime plant

(2x500 TPD), coal washery (2x600 TPH) and captive power plant (6x135 MW). Target date of commissioning of the steel plant is March 2012.

3. Steel plant in Patratu, Jharkhand: The Company is setting up an integrated steel plant in Patratu in the state of Jharkhand with the following key facilities viz. Blast Furnace (10,000 TPD), Sinter Plant (5.04 MTPA), Coke Ovens (1.70 MTPA), billet caster (2 X 8 strands), Oxygen Plant (2 X 1300 TPD), Lime & Dollime Plant (3 X 600 TPD), BOF Shop (2 X 180/200 Tons). Orders for major technological packages have been fnalised/are in the advanced stages of finalisation. The steel plant is expected to be commissioned in second half of 2013.

4. Machinery Division, Raipur, Chhattisgarh: The Company is expanding production capacity of this division from 5,100 to 10,000 metric tons per annum. During the year under report, two sheds were completed and the CNC machines have been commissioned enhancing the production capacity to 9,000 metric tons per annum. During the current financial year, two more sheds will be constructed in which cranes will be installed thereby increasing the production capacity to 10,000 metric tons per annum. This division is capable of manufacturing equipment for steel melting shop, blast furnace, sponge iron plant, sinter plant etc. The production capacity of foundry division has been increased to 4,600 metric tons. Work for setting up of Pressure Vessel Division with production capacity of 2,500 metric tons per annum is going ahead and sheds have been completed.

5. El-Mutun Iron Ore Mine, Bolivia: Jindal Steel Bolivia S.A (JSB), a subsidiary of the Company, has been allotted land for setting up of an integrated 1.7 MTPA steel plant, a 6 MTPA sponge iron plant, a 10 MTPA iron ore pellet plant and a 450 MW power plant. EIA clearance for mining and beneficiation plant has been obtained and the mining activity is progressing smoothly. Engineering consultant for the project has been appointed. All major packages for the project are in the process of finalisation. The dispatch of the ore being produced is expected to start by June 2011.

SUBSIDIARY COMPANIES AND THEIR BUSINESS

Jindal Power Limited (JPL) is operating 1,000 MW (4 X 250 MW) power plant in Raigarh (Chhattisgarh). JPL has closed financial year 2010-11 with a total income of Rs. 3,564.35 crores and earned a Profit after tax of Rs. 2,001.60 crores. The Company is expanding its power generation capacity by setting up 2,400 MW (4 X 600 MW) power plant adjacent to the existing site at Tamnar, Raigarh. JPL envisages setting up of 1,320 MW thermal power plant in Dumka, Jharkhand and 1,320 MW thermal power plant in Godda, Jharkhand and Hydro Electric Power Plants of 6,100 MW power generation capacity in the state of Arunachal Pradesh in Joint Venture with Hydro Power Development Corporation of Arunachal Pradesh Limited.

The Company has deepened and expanded its roots in the African continent and has its presence in Mozambique, South Africa, Congo, Madagascar, Zimbabwe, Tanzania and Zambia through subsidiary companies for undertaking the mining activities related to coal, limestone, base metals and precious metals.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred unclaimed matured fixed deposit amounting to Rs. 1,07,296/- (Rupees one lac seven thousand two hundred ninety six only) and unpaid / unclaimed fnal dividend for financial year 2002-03 and interim dividend for financial year 2003-04 amounting to Rs. 22,82,910/- (Rupees twenty two lacs eighty two thousand nine hundred ten only) and Rs. 14,00,114/- (Rupees fourteen lacs one hundred fourteen only) respectively to Investor Education and Protection Fund of Government of India. The details including last date of claiming unclaimed / unpaid dividend amount is given at the end of the Notice of the Annual General Meeting.

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31st March, 2011 is given in a separate statement as Annexure-I forming part of this Report.

LISTING

The equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these stock exchanges have nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the Country. The Company has paid annual listing fee for the financial year 2011-12 to BSE & NSE and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited. Shares issued against stock options have been listed and trading permission has been granted by these stock exchanges.

FIXED DEPOSITS

The Company has received Rs. 11.01 crores as fresh deposits from 2,099 applicants during the year under report. The aggregate amount outstanding in respect of fixed deposits as on 31st March, 2011 was Rs. 59.67 crores against 11,522 fixed deposit holders. Amount of deposits that have matured but were unclaimed as on 31st March, 2011 was Rs.1.28 crores representing 441 deposit holders. Since then 71 deposits totalling Rs. 23.02 lacs have been paid.

DIRECTORS

Shri Arun Kumar Mukherji, resigned from the Directorship and Wholetime Directorship of the Company from close of business hours of 23rd November, 2010. Shri Naushad Akhter Ansari was appointed as an Additional Director and Wholetime Director of the Company w.e.f 1st December, 2010. Smt. Savitri Jindal, Shri Ratan Jindal, Shri Arun Kumar Purwar and Shri Anand Goel, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure II forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the particulars of employees are set out in Annexure-III to this Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this Annual Report as Annexure IV & V.

AUDITORS

M/s S.S.Kothari Mehta & Co. (Firm Registration Number - 0000756N), Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received communication from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They are proposed to be appointed as Auditors of the Company for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sub Section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:- i) that in preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable accounting standards had been followed along with proper explanations relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the accounts for the financial year ended on 31st March, 2011 on a 'going concern basis'.

APPRECIATION

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

For and on behalf of the Board

Place: New Delhi Savitri Jindal

Date: 21st April, 2011 Chairperson


Mar 31, 2010

The Directors are pleased to present the 31st Annual Report together with the Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Crores)

Standalone Consolidated

Financial Financial Financial Financial

Particulars Year ended Year ended Year ended Year ended

31.03.2010 31.03.2009 31.03.2010 31.03.2009

Sales & other income 7,484.90 7,799.43 11,151.82 10,913.37

Profit before interest 2,612.13 2,603.82 5,907.99 5,231.81 and depreciation

Profit before tax 1,907.50 2,001.88 4,553.45 3,811.10

Profit after tax 1,479.68 1,536.48 3,634.56 3,007.15

Appropriations:

Interim dividend - - 3.38 -

Final dividend 116.52 85.33 116.52 85.28

Corporate tax on 4.28 - 19.96 14.75

dividend

General reserve 150.00 155.00 150.00 155.00



FURTHER ISSUE OF CAPITAL

Company has allotted 77,56,51,530 Bonus shares of Re.1/- each on 19th September, 2009 in the ratio of 5 bonus shares for each existing equity share of Re. 1/- 11,81,875 equity shares of Re. 1/- each were also allotted on various dates against options granted under the Companys Employee Stock Option Scheme - 2005.

DIVIDEND

Your Directors recommend a dividend of 125% i.e. Rs. 1.25 per equity share of Re. 1/- each. Stock Options under Series I (Part III) and Series III (Part II) have vested in the employees and shares will be allotted against these Options in due course. These shares will rank pari - passu with the existing shares in all respects. Accordingly, provision for payment of dividend for 2009-10 has also been made in respect of 32,29,029 equity shares being the number of shares that may be allotted on exercise of these Options.

OPERATIONAL REVIEW

The Company, on a consolidated basis, has achieved an aggregate income of Rs. 11,151.82 Crores as compared to previous years Rs. 10,913.37 Crores. Profit before tax has increased to Rs. 4,553.45 Crores from previous years Rs. 3,811.10 Crores. Profit after tax has increased to Rs. 3,634.56 Crores from previous years Rs. 3,007.15 Crores. Reserves and Surplus have increased to Rs.10,301.32 Crores.

Sponge Iron

The Company has produced 13,09,408 MT of Sponge Iron in the year under report as against previous years production of 12,48,511 MT and achieved capacity utilisation of 95.6%.

Steel

The production of steel products during the year under report as compared to previous year is given below:

Sl. No. Product Production in MTs

(2009-10) (2008-09)

1 Finished steel products 12,14,583 9,98,205

2 Semi steel products 19,64,032 15,78,790

Ferro Chrome

The Company has produced 540 MT of HC Ferro Chrome during the year as against 16,143 MT in the previous year.

Power

The Company generated 2,976 million Kwh during the year as against 2,831 million Kwh of the previous year.

Raipur Unit

Raipur Unit produced 973 MT of MS ingots, 1,665 MT of casting and has done machining of 8,885 MT as against previous years figures of 937 MT, 1,964 MT and 4,210 MT respectively.

Mining

The production of calibrated iron ore at captive mine at Tensa in Odisha was 12.34 lac MT as against previous years production of 10.41 lacs MT. The Company has exported 6.09 lacs MT of iron ore fines as against previous years 9.08 lacs MT. The production of coal at captive mine was 59.98 lac MT registering a marginal increase over previous years production.

PROJECTS UNDER IMPLEMENTATION

a) Projects at Raigarh, Chhattisgarh

1. 4 x 135 MW Captive Power Plant

The Company is setting up 540 MW (4 x 135 MW) captive power plant at its coal mine at Tamnar, Raigarh in two phases which will cater to the increasing power requirement of the steel complex at Raigarh. Environment clearance has been obtained for 2x150 MW (1st phase) Power Plant and Company has applied for environment clearance for 2x150 MW (2nd phase) Power Plant. The estimated project cost of Phase I (2x135 MW) is Rs. 1,179 Crores and Phase II (2x135 MW) is Rs.1,080 Crores. The entire land required for the project has been acquired. The order for Boiler Turbine Generator (BTG) Package has been placed on M/S Shanghai Electric Company, China. Complete BOP packages like CHP, AHP and Water Treatment Plant System, Electrical System like HT/LT Switchgears, Bus Ducts, Transformers, Switchyard, C&I Packages etc. have also been awarded. The first unit (135 MW) has been synchonised on May 03, 2010 and is expected to be commissioned in June 2010. The second unit (135 MW) of 1st phase will be commissioned by the end of 2010.

2. 2.0 MTPA Cement Plant

The Company is setting up 2.0 MTPA cement plant at Raigarh in two phases. Slag Grinding Unit of 0.5 MTPA has been set up in first phase at a cost of Rs.125 Crores and will utilise the slag generated by steel plant which will help in solid waste management. The Company has acquired most of the required land and balance is under acquisition. Prospecting license of Banipather Mines, Kharsia, Raigarh has been

obtained for Gudeli C & Gudeli A block. Letter of intent for mining lease for Godadih Block of Chilhati mines has been received and mining plan of the same is under progress.

3. 0.6 MTPA Medium and Light Section Mill

A Medium and Light Section Mill is being set up at Raigarh for rolling 100 to 300 MM Beams & Channels with a provision to extend up to 400 MM in future at an estimated cost of Rs. 500 Crores. This Mill along with Rail and Universal Beam Mill will be able to roll 100-900 MM wide Structurals at Raigarh works. It would also have the capability to roll 100 to 200 MM Angles, Rails (small) and Flats of various sizes. The critical equipment and technology has been supplied by M/s Danieli Morgard Shammer of Italy. Korus Engineering Solutions, New Delhi has been working as the Engineering Consultant for this project. M/s Gannon Dunkerley & Co. Limited is the main civil & structural contractor. The project is expected to be commissioned in 2010.

b) Steel Plant in Angul, Odisha

The Company has taken steps for implementation of this project. Orders have been placed for equipment and civil structure. Out of 4,331 acres of land required for the project, 4,000 acres of land has already been acquired. The integrated steel plant is expected to be commissioned by 2012.

c) Steel plant in Patratu, Jharkhand

The Company is setting up 6.0 MTPA integrated steel plant at Patratu in the state of Jharkhand. The facility envisaged, in first phase, is 2 Rebar Mills of 1.0 MTPA each, Wire Rod Mill of 0.6 MTPA, Coke Oven of 1.5 MTPA, Sinter Plant of 4.27 MTPA and Blast furnace of 3.0 MTPA. Major orders for various equipments have been finalised. Wire Road Mill of 0.6 MTPA has been commissioned on 29th March 2010. The integrated steel plant is expected to be commissioned by 2012.

d) Projects at Barbil, Odisha

As a part of mineral conservation, the Company is setting up iron ore washing plant (Phase - II) with 9.6 MTPA capacity with an investment of Rs. 289 Crores. This plant is expected to be commissioned by the end of 2010. Management is considering enhancing the production capacity of existing Pellet plant from 4.5 MTPA to 10.5 MTPA.

e) Raipur Machinery Division, Chhattisgarh

Raipur Machinery Division has successfully commissioned following facilities during the year under report, viz, two new 6 ton induction furnace, three CNC lathe machines, two new horizontal machining centers, one new CNC horizontal boring machine, two new CNC plano miller. Three horizontal boring machines and two HMT conventional boring machines will be installed by September, 2010. After completion of expnasion, the production capacity of the workshop will increase to 8,200 MTPA and foundary to 4,200 MTPA.

Raipur Machinery Division is also setting up facilities for manufacturing pressure vessels. The estimated cost of this project is Rs. 31.70 Crores. Required land has been acquired and environment clearance has also been obtained. The Unit will be commissioned in 2011.

f) Wind Mill Power, Maharashtra

The Company had decided to establish 16 wind mills each having power generation capacity of 1.5 MW, in technical collaboration with Vensys of Germany at a cost of Rs. 163 Crores in village Bhud and Amberi in District Satara in the state of Maharashtra. Ten wind mills have started generating power from March 2009. Remaining six mills have become operational in the year under report. Power generated by these wind mills is supplied to Maharashtra State Electricity Transmission Company Limited.

g) El-Mutun Iron Ore Mine, Bolivia

A Joint Venture Contract has been executed between Jindal Steel Bolivia S. A.(JSB), a subsidiary of the Company and the entities of Government of Republic of Bolivia subsequent to the awarding of exploitation rights by the Government of Republic of Bolivia over an area of El Mutun Mine. This contract has also been approved by the Bolivian parliament. The Company proposes to invest US$ 2.10 billion in next 8 years for development of the mine in the granted concession and setting up mining facilities, steel making facilities and the requisite infrastructure through JSB.

SUBSIDIARY COMPANIES AND THEIR BUSINESS

Jindal Power Limited (JPL) is operating 1000 MW (4 X 250 MW) power plant in Raigarh (Chhattisgarh). JPL has closed financial year 2009-10 with a total income of Rs. 4,054.93 Crores (Previous year Rs. 3,314.27 Crores) and earned profit after tax of 2,318.76 Crores (Previous year Rs. 1,581.93 Crores). JPL is expanding its power generation capacity by setting up 2,400 MW (4 X 600 MW) power plant at the existing site at Tamnar, Raigarh. JPL also envisages setting up 4,000 MW Etalin hydro electric power plant, 500 MW Attunli hydro electric power plant and 1600 MW middle Subhansiri hydro electric power plant in the state of Arunachal Pradesh in Joint Venture with Hydro Power Corporation of Arunchal Pradesh Limited. JPL is a member of Indian Energy Exchange Limited and its subsidiary, Jindal Power Trading Company Limited has obtained ‘C category power trading license and is a member of Power Exchange of India Limited and both are trading in power on their respective power exchanges.

Company is working actively in African Continent to explore different business opportunities to be undertaken through subsidiaries. Presently, it is active in four countries in Africa. Kasai Sud Diamant SPRL, Congo, possessed mining rights for diamond and has till end of April 2010 produced 12,000 carats of diamonds. Drilling has been started at Banalia Site to prove Diamond kimberlite. In sourth Africa, Jindal Mining SA (Pty) Limited is operating a coal mine namely Keipersol Collinery in Piet Retief. TiIl April 2010 end, total coal produced was about 2,25,000 tonnes and presently this mine is producing 70,000 tonnes per month. The Coal is being sold in local market as well as being exported. The Company is targeting to produce one million tonne coal in the year 2010-11. In Mozambique, JSPL Mozambique Minerais LDA has applied for mining concession for coal block after completing first phase drilling. The second phase drilling to convert the reserve into the category of measured reserves has been started. Efforts are being made to get more mining concessions in Mozambique. In Madagascar, the Company is operating through two subsidiaries, namely Osha Madgascar SARL and Jindal Madgascar SARL which has acquired three Limestone blocks and is currently exploring these blocks. The Company is stepping up its efforts to expand its business activities in Africa and substantially increase the investment.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred unpaid / unclaimed dividend for 2001-02 amounting to Rs. 13,94,928/- to Investor Education and Protection Fund of Government of India. The details including dates with respect to transfer of unclaimed / unpaid dividend amounts to Investor Education and Protection Fund of Central Government is given at the end of the Notice of the Annual General Meeting.

EMPLOYEES STOCK OPTION

Details of allotment of shares made pursuant to Employees Stock Option Scheme-2005 to the employees of the Company and its subsidiary, Jindal Power Limited is given below:

S.No.Series No.of equity Date of allotment Shares allotted

1 Series II (Part I) 57,136 13th April,2009

2 Series I (Part II) 4,20,487 21st July 2009

3 Series III (Part - I) 4,52,246 30th January 2010

4 Series II (Part II) 2,52,006 13th April 2010

Options under Series I (Part-III) and Series III (Part II) have vested in the employees on 26th November, 2009 and 27th April, 2010 respectively and employees are entitled to exercise their options during their respective exercise periods of six months from the date of vesting.

As required by Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 information with respect to active Stock Options as on 31st March, 2010 is given in a separate statement as Annexure-I forming part of this Report.

LISTING

The equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Both these stock exchanges have nation wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid annual listing fee for 2010-11 to The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited. Shares issued against stock options and bonus shares have been listed and trading permission have been granted by these stock exchanges.

FIXED DEPOSITS

The Company has received Rs. 41.63 Crores as fresh deposits from 7,055 applicants during the year under report. The aggregate amount outstanding in respect of fixed deposits as on 31st March, 2010 was Rs. 70.58 Crores representing 14,689 fixed deposit holders. Amount of deposits that have matured but were unclaimed as on 31st March, 2010 was Rs. 73.06 lacs representing 315 deposit holders. Since then 65 deposits totaling Rs. 17.20 lacs have been paid / renewed.

DIRECTORS

Shri Arun Kumar, Additional Director will cease to be a director on the date of forthcoming Annual General Meeting. A member has given notice under section 257 of the Companies Act, 1956 for his appointment as director of the Company. Shri Asok K. Mohapatra and Shri Ashok Alladi resigned from the directorship of the Company from 26th June, 2009 and 31st August, 2009 respectively. Shri Naveen Jindal, Shri Vikrant Gujral, Shri R.V. Shahi and Shri Arun Kumar Mukherji, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure II forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees are set out in Annexure-III to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in clause 49 of listing agreement. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this report as Annexures IV & V and form a part of this report.

AUDITORS

M/s S.S.Kothari Mehta & Co., Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received communication from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They are proposed to be re-appointed as Auditors of the Company for the financial year 2010-11.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sub Section 2AA of Section 217 of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:- i) that in preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanations relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

APPRECIATION

Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, various State Government departments, Financial Institutions, Banks, and various stake holders, such as, shareholders, customers, suppliers etc. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Companys growth. The Directors look forward to their continued support in future.

For & on behalf of the Board

Savitri Jindal

Chairperson

Place : New Delhi Date : 4th May, 2010

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