jsw projects limited annual report · dr. rakhi jain non-executive independent director chief...

JSW PROJECTS LIMITED

ANNUAL REPORT

Board of Directors Mr. S. P. Singh Executive, Whole-time Director Mr. Anil Kumar Singh Non-Executive Director Mr. Vineet Agrawal Non-Executive Director Mr. Ashok Kumar Jain Non-Executive Independent Director Dr. Rakhi Jain Non-Executive Independent Director Chief Financial Officer Mr. Bhushan Prasad Company Secretary Mr. Naveen Rawat Bankers State Bank of India ICICI Bank Limited Vijaya Bank

Registered Office Address JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India Tel. No. +91 22 4286 5000 Fax. No. +91 22 4286 3000 Statutory Auditor Shah Gupta & Co., Chartered Accountants 38, Bombay Mutual Building, 2nd Floor, Dr. D. N. Road, Fort, Mumbai – 400 001 Tel No. 022- 2262 3000 Fax No.: 022- 2262 2000 Website: www.shahgupta.com Cost Auditor Mr. B. V. Sreenivasa, Cost Accountant, No 1073, 7th Block, Janapriya Heavens, Allalasandra, G. K. V. K. Post, Bangalore-560065, Secretarial Auditor Mr. Mohammed Akram Company Secretaries 3A, Tak Wadi, 1st Floor, Near Bank of India, Kalbadevi, Marine Lines (East), Mumbai - 400002 Registrar and Share Agent

Sharepro Services (India) Private Limited 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai – 400 072 Tel No: 022 6772 0300 Fax No.: 022 2859 1568 Website: www.shareproservices.com

TABLE OF CONTENTS

Contents Information about the Company……………………………………………………………………………… Notice to Members……………………………………………………………………………………………. Proxy & Attendance Slip……………………………………………………………………………………… Directors’ Report ……………………………………………………………………………………………… Standalone Auditors’ Report …………………………………………………………………………………. Standalone Balance Sheet …………………………………………………………………………………….. Standalone Statement of Profit & Loss ……………………………………………………………………… Standalone Cash Flow Statement ……………………………………………………………………............ Standalone Notes forming part of the Financial Statements ……………………………………………….. Consolidated Auditors’ Report ………………………………………………………………………………. Consolidated Balance Sheet ……………………………………………………………………………………. Consolidated Statement of Profit & Loss ……………………………………………………………………. Consolidated Cash Flow Statement ……………………………………………………………………........ Consolidated `Notes forming part of the Financial Statements …………………………………………….


NOTICE

Notice is hereby given that Ninth Annual General Meeting of the Members of JSW Projects Limited will be held on September 10, 2015 at 11.00 a.m. at the Registered Office of the Company at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Financial Statements of the Company for the year ended March 3 1, 2015 and the Reports of the Board of Directors' and Auditors' thereon.

2. To appoint a Director in place of Mr. Vineet Agrawal (DIN 02027288), who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of M s . Shah Gupta & Co. (Registration Number: 109574W), Chartered Accountants, as Statutory Auditors and to fix their remuneration and in this regard, to consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an O r d i n a ~ y Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 read along with the Companies (Audit and Auditors) Rules, 2014 and other applicable rules, if any, (including any statutory tnodification(s), amendment(s) or re-enactment thereof, for the time being in force) the appointment of M s . Shah Gupta & Co., Chartered Accountants, Mumbai, registered with the Institute of Chartered Accountants of India vide Firm Registration No. 109574W, be and are hereby ratified as Auditors of the Company for the financial year 2015-16, on such re~nuneration as shall be decided by the Board of Directors or any Committee thereof."

SPECIAL BUSINESS:

4. Appointment of Mr. Ashok Kumar Jain, as at1 Independent Director.

To consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinaty Resolution:

"RESOLVED THAT pursuant to Sections 149, 152, 160, Schedule N and other applicable provisions, if any, of the Companies Act, 2013 read alongwith Cotnpanies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory tnodification(s), amendment(s) or re-enactment thereof, for the time being in force), Mr. Ashok Kumar Jain (DIN 02734338), who was appointed as an Additional Director on March 26, 2015, pursuant to the provisions of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a written notice fsom a Member of the Company alongwith deposit of Rs.1 Lakh, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director on the Board of the Company to hold office up to March 25,2020, not liable to retire by rotation."

-. JSW PROJECTS LIMITED

5. Appointment of Dr. Rakhi Jain, as an Independent Director.

To consider and if thought fit, to pass with or without modification(s), if any, the followitlg resolution as an O r d i n a ~ y Resolntio~~:

"RESOLVED THAT pursuant to Sections 149, 152, 160, Schedule N and other applicable provisions, if any, of the Companies Act, 2013 read alongwith Companies (Appointment atid Qualification of Directors) Rules, 2014 (including any statutoly modification(s), amendment(s) or re-enactment thereof, for tlie time being in force), Dr. Rakhi Jain (DIN 07138042), who was appointed as an Additional Director on March 26, 2015, pursuant to the provisions of Section 161 of tlie Companies Act, 2013 and in respect of whom the Company has received a written notice fsom a Member of the Company alongwith deposit of Rs.1 Lakh, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director on the Board of the Company to hold office up to March 25,2020, not liable to retire by rotatio11."

6. Appoint~lie~~t of Mr. Shankar Pratap Singh, as a Whole-time Director.

To consider and if thought fit, to pass with or without modification(s), if any, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Sections 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 read alongwitli Companies (Appointment and Qualification of Directors) Rules, 20 14 (including any statutory modification(s), amendment(s) or re-enactment thereof, for the time being in force), Mr. S. P. Singh (DIN 07053299), who was appointed as an Additional Director on December 24, 2014, pursuant to the provisions of Section 161 of the Cotnpanies Act, 2013 and in respect of whom the Company has received a written notice from a Member of the Company alongwitli deposit of Rs.1 Lakh, proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director on the Board of the Company.

"RESOLVED FURTHER THAT pursuant to the provisions of Section 2(94), 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 read along with the rules made thereunder and Schedule V to the Companies Act, 2013 (including any amendment(s), tnodification(s) or re-enactment thereof, for the time being in force), and the Articles of Association of the Cotnpany and subject to the approval of the Central Government or any other Government authority/ageticy/board, if any as applicable, the consent of the Members of the Company be and is hereby accorded to appoint Mr. S. P. Singh as Whole Titne Director of the Company for a period of three years effective from December 24, 2014 on terms and conditions as set out in the draft Memorandum and as set out in the explanato~y statement attached pursuant to section 102(1) of the Companies Act, 2013 to this Notice, and on a monthly remuneration of not exceeding Rs.25,00,000/- (Rupees Twenty Five Lakhs only), subject to the maximum of 5% of tlie Company's Net Profit computed under the provisions of Section 198 of the Companies Act, 2013, as Whole Time Director of the Company;

RESOLVED FURTHER THAT in case in any financial year the Company has no profits or inadequate profits then remuneration as decided above be paid in accordance with the provisions of


Schedule V of the Cotnpaoies Act, 2013 and / or with the prior approval of the Central Government, wherever required;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to do all s ~ ~ c h acts, deeds and things as in its absolute discretio~l it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the shareholders or govenunent depa~lments or authorities, as may be required in this regard."

7. Ratification of the Fees paid to the Cost Auditor for the F.Y. 2014-15

To consider, and if thought fit, to pass, with or without modification(s) the following resolution as an Ordina~y Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Co~npanies (Audit and Auditors) Rules, 2014 (including any statutoly modification(s) or re-enactment thereof, for the time being in force), the remuneration of Rs.1,15,000 (Rupees One Lakhs and Fifteen Thousand only) plus service tax as applicable and reimbursement of actual travel and out of pocket expenses, paid to Mr. B. V. Sreenivasa, Cost Auditors of the Company, for the financial year 2014-15, as approved by the Board of Directors of the Company, be and is hereby ratified."

Place: Mumbai Date: June 17, 2015

Registered Office: JSW Centre, Bandra Kurla Complex, Bandra (E), Mutnbai - 40005 1

By order of the Board of Directors For JSW Projects Limited

r\

Company Secreta~y (Membership No. 23256)

Note: 1. A Member entitled to attend and vote at the Annual General Meeting ("the Meeting") is

entitled to appoint one or more proxy to attend and vote on a poll, instead of himself / herself and the proxy need not be a member of the Company. A person can act as proxy on behalf of member's upto and not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Con~pany. Further, a Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. Proxies in order to be effective, should be duly completed, stamped and must be deposited at the Registered Office of the Company not less than forty-eight hours before the time for commencement of the Meeting


2. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Businesses to be transacted at the Meeting is annexed hereto.

3. Members/Proxies should fill the Attendance Slip for attending the Meeting and bring their Attendance Slip along with their copy of the Annual Report to the Meeting.

4. In case of Joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. Members who hold shares in dematerialised form are requested to write their DP ID and Client ID number(s) and those who hold share(s) in physical form are requested to write their Folio Number@) in the attendance slip for attending the Meeting to facilitate identification of membership at the Meeting.

6. Corporate Members are requested to send a duly certified copy of the Board Resolution authorising their representative(s) to attend and vote on their behalf at the Meeting.

7. Register of Director(s) /Key Managerial Personnel(s) and their shareholding, Register of Contracts in which Directors are interested will be available for inspection by the Members at the Meeting.

8. Every member entitled to vote at the Annual General Meeting of the Company can inspect the proxies lodged at the Company at any time during the business hours of the Company during the period beginning twenty four (24) hours before the time fixed for the commencement of the Annual General Meeting and ending on the conclusion of the meeting. However, a prior notice of not less than three (3) days in writing of the intension to inspect the proxies lodged shall be required to be provided to the Company.


ITEM NO. 4 & 5

In terms of the provisions of Sections 149, 152, 160, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read alongwith Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ashok Kumar Jain and Dr. Rakhi Jain, were appointed as Additional Directors on the Board of the Company effective from March 26, 2015. Mr. Ashok Kumar Jain and Dr. Rakhi Jain were also designated as Independent Director subject to the approval of Members, in accordance with the provisions of Section 149(6) of the Companies Act, 2013 for a period of 5 years, effective the said. Mr. Ashok Kumar Jain and Dr. Rakhi Jain, being Additional Director hold their office till the date of ensuing Annual General Meeting. The Company has received the notices from a Member of the Company proposing the candidature of Mr. Ashok Kumar Jain and Dr. Rakhi Jain as Independent Directors on the Board of the Company.

Mr. Ashok Kumar Jain, aged 65 years, holds a degree of B.E. (Electsonic & Communications) and has over 42 years of experience in the field of engineering. He has expertise in the field of civil engineering and has handled various projects at management level. Mr. Ashok Jain holds directorship in South-west Mining Limited, JSW Projects Limited and JSW Techno Projects Limited.

Dr. Rakhi Jain, aged 46 years, has done her post graduation from Delhi University and holda degree of Doctorate in Home Science from University of Delhi titled: 'Factors Affecting Sexual Risk - Taking Behaviour and Reproductive Health among adolescent girls'. She has vast field experience and has been associated with Water and Sanitation Project of UNICEF as project officer and Consultant and Resource Person for Indira Gandhi National Open University. Dr. Rakhi Jain holds directorship in JSW Projects L i t e d and JSW Techno Projects Limited.

The Board recommends the Resolution as set out at Item No. 4 & 5 of the Notice for your approval.

Mr. Ashok Kumar Jain and Dr. Rakhi Jain, deemed to be interested in the resolution of their respective appointment.

Item No. 6

The Board of Directors of the Company at their Meeting held on December 24, 2014 had appointed Mr. Shankar Pratap Singh, as Additional Director on the Board of the Cotnpany. Me was also appointed as Whole-time Director of the Coinpany, subject to the approval of the Members of the Cotnpany, effective said date for a period of 3 years. Mr. Shankar Pratap Singh being Additional Director liolds his office till the date of ensuing Annual General Meeting. The Coinpany has received a notice fsotu a


Member of the Company proposing his candidature. Further it is also proposed to appoint him as Whole-time Director of the Company for a period of 3 years effective Decetnber 24,2014.

Profile Mr. Shankar Pratap Singh, aged 51 years, holds a degree in B.E. (Mechanical) from Aligarli Muslim University, Uttar Pradesli. He has more than 25 years' experience in steel indust~y specifically in the area of cold rolling, galvanizing, color coating and metal forming process. He has been associated wit11 JSW group for over 20 years and sought tlle cotnpany at different capacities and has charis~natically headed various departtnents, projects successfi~lly. Mr. Sitigh has been socially associated with Lions Club, TMA (Tarapur Management Association) various others NGOs.

He had sewed as director to tit~~nber of cornpatlies of the group and has been rendering his expert sewices as a consoltant of the cotnpany till the date of his appointment as director. He has vast experience and kt~owledge in the field of project management.

Remuneration The remuneration of Mr. Sing11 is to be so fixed by the Board of Directors from tirne to time, such that - the salary and the aggregate value of all perquisites and allowances shall not exceed the overall ceiling on remuneration approved by the members in General Meeting. Your directors have reco~nlnended a ceiling of not exceeding Rs.25,00,000/- (Rupees Twenty Five Lakhs only), subject to the tnaximutn of 5% of the Company's Net Profit computed under the provisions of Section 198 of the Cornpallies Act,

Perquisites and Allowances: It1 addition to the salary payable, he will also be entitled to perquisites and allowances like Co~npany Maintained Car with Driver, Accident Insurance, Mediclaim for self & Spouse. The perquisites and allowances together with the Basic Salary will be subject to a maximum ceiling.

For the purposes of calculating the above ceiling, perquisites shall be evaluated as per Income-tax Rules, wherever applicable. 111 the absence of any such rules, perquisites shall be evaluated at actual cost.

Provision for use of the Company's car for official duties and telephone at residence and mobile (includitlg payment for local calls and long distance official calls) shall not be included in the compntation of perquisites for the purpose of calculating the said ceiling.

The Board recoin~iiends the Resolution as set out at Item No. 6 of the Notice for your approval.

None of tlle directors or Key Managerial Persotinel or their relatives otl~er that Mr. Shankar Pratap Singh, are in any way concerned or interested, financially or otherwise, in the resolution.

Itern No. 7

The Board of Directors of the Compatiy, or1 the recom~nendatioli of the Audit Committee, at its meeting held on June 17, 2015, has considered and approved the fees paid to Mr. B. V. Sreenivasa as the Cost


Auditor of the Company for the financial year 2014-15. Pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Colnpat~ies (Audit and Auditors) Rules, 2014, the remuneration, as approved by the Board of Directors of the Company on the recominendation of the Audit Committee, is required to be subseqnently ratified by the Members of the Company.

The Resolution as at Itetn No.7 of the Notice is therefore set out as an Ordina~y Resolution for approval and ratification by the Members.

None of the Directors andlor Key Managerial Personnel or their relatives are in any way concerned or interested in the resolution.

Your Directors recommend the resolution as at Item No.7 for your approval.

Place: Mumbai Date: June 17,2015

Registered Office: JSW Centre, Bandra Kurla Complex, Bandra (E), Mulnbai - 40005 1

By order of the Board of Directors For JSW Prqqcts Limited

colnpany Secretaty (Metnbership No. 23256)

JSW PROJECTS LIMITED CIN: U74999MH2006PLC163924

Regd. Off.: JSW Ce~itre, Bandra Kurla Complex, Ba~idra (East), Mumhai - 400051

ATTENDANCE SLIP

1 9"' ANNUAL GENERAL MEETING 1 --

Name of tlie Member / Proxy:

DP ID / Client ID l Folio No.: - No. of Share:__

I/We hereby record mylour presence at the 9"' Annual General Meeting of the Company held at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 on Tht~rsday, September 10, 2015 at 11.00 a.m.

Metnber'slProxy's Signature

Note:

1. Please complete the Folio / DP ID - Client ID No. and name, sign this Attendance Slip and handover at the entrance of the Meeting hall.

JSW PROJECTS LIMITED CJN: U74999MHZOObPLC163924

Regd. Off.: JSW Centre, Bandra Kurla Complex, Bandra (East), Mutnbai - 40005 1

Proxy Form [Pul.soant to Section 105(6) of the Companies Act, 2013 and Rule l9(3) of the Companies (Management and

Administration) Roles, 20141 9th ANNUAL GENERAL MEETING

Name of the Member: I Registered Address:

Email id:

DP ID / Client ID / Folio No.: No. of Share:- I I I

VWe, being the member(s) o f . . . . . . . . . . . .. shares of the above named company, hereby appoint

1. Name Address : Email id Signature failing him;

2. Name Address : Email id Signature failing him;

3. Name- Address : Email id - Signature failing him;

as mylour proxy to attend and vote (on a poll) for melus and on mylour behalf at the 4"' Annual General Meeting of the Company, to be held on the Thursday, September 10, 2015

11.00 a.m. at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 and at any adjournment thereof in respect of such resolutions as are indicated below:

Item No.

Description

1

Kumar Jaul, as 1

Consider and adopt the Audited Statement. Re~orts of the Board of Directors and

2

3

I Independent Director 5 1 Appointnlent of Dr. Rakhi Jain, as Independent I

. . Auditors for the year ended March 31,2015 - Appoint a Director in place of Mr. Vitieet Agrarval, wlio retires by rotation and being eligible, offers himself for re-appointment Ratification of Appointment of MIS. Shah Gupta & Co., Chartered Accountants, as Statutory Anditors

6 Director I Appointment of Mr. Shankar Pratap Singli, as a Whole-time Director

BOARD'S REPOlIT

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the 9Ih Annual Report together with Audited Standalone Pc Consolidated Financial Statements of the Company for the financial year ended March 31. 2015.

1. Financial Performance & highlights of operadons

Thepesfosmance of the Company as reflected by its Audited Accounts for the Financial Year ended March 31,2015 is summarized below:

(Rs. in Crores) Particulars

Turnover Operating EBIDTA

Standalone

15 490.48 356.48 -

Profit after Tax PAT) Add ProfiW(Loss) brought forward from nrevious Year

During the year under review your Company achieved a total income for the F.Y. 2014-15 of Rs.490.48 crores as compared to Rs.217.35 crores previous year, indicating a increase of 125% in the revenue. The Company total expenses for the current year were Rs.414.34 crores, as compared to Rs.132.35 crores last year. Your company's profit after tax for the current year increased to Rs.83.69 crores, as compared to Rs.67.79 crores previous year, an inciease of 24%

Consolidated

Add Other Income Less Finance costs Less Depreciation and amortization Profit before taxation PBT) Less Tax exnenses

I I I I

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in the Annual Report.

F.Y. 2014- I F.Y. 2013- I F.Y.2014- I F.Y. 2013- 14 217.35 135.97

24.21 17.83 33.14

109.21 41.42

52.95 11 1.63 168.70 129.09 45.40

24.21 17.83 33.14

109.2 1 41.42

83.69

74.65

Closing Balance

2. Dividend

The Board 'of Directors of your Company has not recommended any diviaend for the year under review.

52.95 111.63 168.70 129.09 45.40

190.79 ( 74.65 1 190.79 1 74.65

15 490.48 356.48

67.79

6.86

'previous year figures have been regrouped/rearranged wherever necessary.

14 217.35 135.97

83.69

74.65

67.79

6.86

3. Reserves

As tile company has not proposed any dividend, the entire amount is being transferred to Reserves and Surplus.

4. Revision of Financial Statement

There was no revision of the financial statements for the year under revie\$,.

5. Disclosures under section 134(3)(1) of the Companies Act, 2013

Except as disclosed elsewhere in this repor?, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date bf this repor?.

6. Project and Expansion Plans

During the year under review, your company achieved the commercial operation of 1.2 h4TPA Direct Reduced Ison @RI) successfully.

7. Share Capital

During the year under review, the Authorised Share Capital of the Cotnpany was increased from Rs.450,00,00,000 divided into 45,00,00,000 Equity Shares of Rs.10 each to Rs.550,00,00,000 divided into 55,00,00,000 Equity Shares of Rs.10 each. Your Company also issued and allotted 4,13,00,000 equity shares of Rs.10 each to the kxisting members of the Company on rights basis. As on ~ i r c h 31, 2015, the Authorised Share Capital of your Company stood at Rs.550,00,00,000 divided into 55,00,00,000 Equity Shares ofRs.10 each, rvhereas the Issued, subscribed and paid-up share capital of the Company stood at Rs.4,77,30,00,000 divided into 47,73,00,000 Equity Shares ofRs.10 each.

a) Disclosure under Section 43(a)(ii) of the Companies Act, 2013

The Cotnpany has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure under Section 54(l)(d) of the Companies Act, 2013

The Company has not is'sued any slveat equity shares during the year under review 'and hence no information as per proVisions of Section 54(l)(d) of the Act read with Rule S(13) bf the Companies (Share Capital and Debenture) Rules, 2014 is ftunished.

c) Disclosure under Section 6Z(l)(b) of the Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the'year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) Disclosure under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 isfi~rnished.

8~ Board of Directors

a) omp position & ~onst ih~iion of Board of Directors:-

During the year under review, Mr. Anil Kumar Singh was appointed as Whole-time Director of the Company w.e.f. January 9, 2014. He however, stepped down from the post of Wliole-time Director of the Company and was re-designated as Director on the Board of the Company 1v.e.f. December 24, 2014. Mr. Shankar Pratap Singh was appointed as Additional Director on the Board of the Company effective the said date i.e. December 24, 2014 and was also appointed as Whole-time Director of the Company for a period of 3 years effective from that date. Mr. Sriram K. S. N. also stepped down from the Director of the Company effective March 18, 2015, due to his other pre- occupations. Further, during the said year, pursuant to provisions of Section 161 of the Companies Act, 2013 Mr. Ashok Kumar Jain and Dr. Rakhi Jain, was appointed as Additional Director on the Board of the Company effective from March 26, 2015. Mr. Ashok Kumar Jain and Dr. Rakhi Jain were also designated as Independent Directors subject to the approval of Members, in accordance with the provisions of Section 149(6) of the Companies Act, 2013 for a period of 5 years, effective the said date. Mr. Shankar Pratap Singh, A&. Ashok Kumar Jain and Dr. Rakhi Jain, being Additional Directors hold their offices till the date of ensuing Annual General Meeting. The Company has received the notices from the Members of the Company proposing the candidature of Mr. Ashok Ku~nar Jain and Dr. Rakhi Jain as Independent Directors on the Board ofthe Company.

Further, according to the provisions of Section 152(6) the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vineet Agrawal, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment. The necessary resolution proposing the appointment of aforesaid Directors have been incorporated in the Notice of the ensuing Annual General Meeting for your approval.

As on March 31, 2015 the Board of your Company comprises of following 5 Directors out of whicl~ two are Independent Directors. ,

0 Mr. Shankar Pratap Singh, Whole-time Director e Mr. Vineet Agrawal, Director

8 Mr. Anil Kumar Singh, Director Mr. Ashok Kumar Jain, Independent Director

D Dr. Rakhi Jain, Independent Director

b) Board meet in^ & Attendance:

c) Declaration by Independent Directors

During the year under review, the Board of your company met Fifteen (15) times. The details of Board Meeting held and participation of Directors thereat is enumerated as below:-

Based on the declarations 1 disclosures received from Mr. Ashok Kumar Jain and Dr Rakhi Jain, Non-Executive Directors on the Board of the Company and on the basis of evaluation of the relationships disclosed, the said Directors are Independent in terms of Section i49(6) of the Companies Act, 2013.

12

13

14

15

9. Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key .areas:

i. Attendance of Board Meetings and Board Committee Meetings

24-12-2014

30-12-2014

13-02-2015

26-03-2015

4

4

4 pppp

5

4

4

4

5

100.00

100.00

100.00

100.00

. . 11. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Pfoviding perspectives and feedback going beyond information pyovided by the management v. Commitment to shareholder and other stakeholder interests

The Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The Directors expressed their satisfaction with the evaluation process.

10.Key Managerial Personnel

During the year, Mr. Anil Kumar Singh, Whole-time Director of the Company, stepped down from his post of Whole-time Director of the Company and was re-designated as Director of the Company effective December 24, 2014. Mr. Shankar Pratap Singh was appointed as Whole-time Director of the Company for a of 3 years effective said date i.e. December 24, 2015. Mr. Bhushan Prasad and Mr. Naveen Rawat were appointed as Chief Financial Officer and Company Secretary of the Company, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; effective September 24, 2014.

11.Committees of Board

In accordaiice with the provisiolls of the Companies Act, 2013 read alongwith the rules fiamed thereunder, during the year under review, the Board constituted following committees:-

a) Audit Committee b) Nomination 8: Remuneration Committee c). Corporate Social Responsibility Committee

The details of all the Committee along with their charters, composition and meetings held during the year are provided as below:-

a) Audit Committee:-

Composition & Meeting

During the year under review, the Board of your company on March 26,2015, re-constituted the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013. The Committee currently comprises of the following members:

* Mr. VineetAgrawal - Chai~man * Mr. Ashok Kumar Jain - Member

Dr. Rakhi Jain - Member

The roles and responsibilities of the'Audit Committee are as enumerated in the terms of reference approved by the Board and as stated in the Companies Act, 2013. The Committee apart from other things is inter-alia responsible for the internal control system and vigil mechanism system of the Company and the policy framed thereunder.

During the year under review, the,Committee met only once on August 14,2014.

Internal Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company have appointed Mr. Vananil Tiwari as Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 read alongwith the rules framed thereunder and reports to the Audit Committee of the Company. The Internal Auditor and the Audit Committee are responsible for monitoring and evaluating the efficacy and adequacy of internal control system5n the Company, its compliance with operating systems, accounting procedures and policies and its subsidiaries. Based on the evaluation and the reports submitted by the Intelnal Auditor, corrective actions in the respective areas are taken thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Risk and areas of Concern

The Company has laid down a well-defined risk management mechanism to mitigate the risks and has also adopted a policy in this regard in line with the requirement of the Companies Act, 2013. The said policy inter-alia covers identification and access to the key risks areas and monitors the areas in order to take colsective measure at appropriate time. The overall objective of the policy is to improve awareness of the Company's risk exposure and appropriately manage it.

Vigil hlechanism'l Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has adopted a Policy for establishing a vigil mechanism for directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's

. policy. The said mechanism also provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee.

b) Nomination & Remuneration Committee

During the year under review, on December 20, 2014, the Board of Directors of the Company constituted the Nomination & Remuneration Committee, in accordance with the provisions of Section 178 of the Companies Act, 2013: The Committee currently comprises of following members: '

e Mr. Vineet Agrawal - Chailman d Mr. Ashok Kurnar Jain - Member

' Dr. Rakhi Jain - Member

The roles and responsibilities of the Nomination & Remuneration Committee are as enumerated in the terms of reference approved by the Board and as stated in the Companies Act, 2013. As required under the Act, the Committee has formulated two policies i.e. (i) Nomination Policy and (ii) Remuneration Policy. The same areattached as Annenure 1 & 2 to this Board Report.

During the year under review, the Committee met only once on December 24,2014.

c) Corporate Social Responsibility (CSR) Committee

As per the provisions of Section 135 of the Compal!ies Act, 2013, read along nith the Companies (Corporate Social Responsibility Policy) Rules, 2014, t h e Company on November 14, 2014, constituted the Corporate Social Responsibility Committee. The Committee currently comprises of following members: * h4r. Vineet Agra\val - Chairman s Mr. Shankar Pratap Singh - Member * Dr. Rakhi Jain - Member

The roles and responsibilities of the Corporate Social Responsibility Committee are as enumerated in the terms of reference approved by the Board and as stated in the Companies Act, 2013. The Corporate Social Responsibility Policy of the Company and the details of the development of the CSR Policy and initiatives taken by the Company on Corporate Social Respoiisibility during the year are appended separately as Annexure 3'& 4 to this Board Report

During the year under review, the Committee met only once.onNovember 10,2014.

l2.Auditors

a) Statutory Audifors

The Members of the Company at their Annual General Meeting held on September 10, 2014, had appointed M s . Shah Gupta and Co., Chartered Accountants, as Statutorj Auditors of the Company for a period of three years, till Financial Years 2016-17, subject to ratification of the Members at every Annual General Meeting held thereafter.

The Company has received a letter from LUs. Shah Gupta & Co., Chartered Accountants, expressing their eligibility and confirming that their appointment if ratified would be in conformity with the provisions of Section 139 & 141 of Companies Act 2013 read with Companies (Audit and Auditors)

Rules, 2014. The Board recommends the ratification of their appointment at the ensuing Anni~al General Meeting.

The report of the Auditors along with notes to Schedules forms part of this Annual Report. The observations made by the Auditors in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditors

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandate the .Company to obtain a Secretarial Audit Report Cram a Practicing Company Secretary. Accordingly Mr. Mohd Akram, Practicing Company Secretary, have been appointed to issue Secretarial Audit Report for the financial year 2014-15. The Secretarial Audit Report issued by Mr. Mohd. Akram, Practising Company Secretaries, in Form MR-3 for the financial year 2014-15 is attached as Anuexure 5 to this report.

The said report does not contain any observation or qualification requiring explanation or comments from the ~ o a r d under Section 134(3) ofthe Co~npanies Act, 2013.

c) Cost Auditors

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. B. V. Sreenivasa, Cost Accountants, \$,as appointed as Cost Auditors of the Company for the Financial Year 2014-15. As required under the Act, the Board of Director have approved the remuneration payable to Cost Auditor of the Company and resolution seeking ratification of the same is incorporated in the notice of the ensuing Annual General I\?eeting.

13.Related party iransactions

The details of transactions entered into with the Related Pasties are in ordinary course of business and on arm's length. However, the details of contracts or arrangement as prescribed in Form AOC-2 is attached as Annexure 6

14.HoIding aud Subsidiary Company

Your Company continues to be subsidiary of JSW Investment PrivateLimited. As on March 3 1,2015; the Company has only one Indian Subsidiary i.e. JSW Organics Private Limited (Formerly known as JSW Water Resources Private Limited). During the year under review, your Company disposed-off its investment in equity shares of Dolvi Coke Projects Limited,

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of Annual Repolf. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

15.Particulars of loans, guarantees or investments under section 186:

As required the details of the loans, guarantees or investment made under the provisions of Section 186 of the Companies Act, 2013 is attached as Annexure 4.

16.Extract of Annual Return

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and ~dministration)' Rules, 2014, extract of annual return is Annexed as Annerure 8.

14.Significant and material orders passed by the regulators

During the year under review, no orders were passed by the regulators or coults or tribunals impacting the going concern status and company's operations.

18.Fixed Deposits

Your Company has not accepted any deposits from public in terms of Section 73, 74, 75, 76 of the Companies Act, 2013.

19. Patticulars 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 attached as A~inexure 9

20,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 stipulated under Sectipn 134(3)(m) of the Companies Act, 2013 read with Ru!e, 8 of The Con~panies (Accounts) Rules, 2014, is annexed herewith as Annexare 10.

2l.Directors' Responsibility S fa t e~ne t~ t

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in tetms of Section 134(3)(c) of the Companies Act, 2013: a) in the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures, if any;

b) 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other il-segularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable l a w and that such systems were adequate and operating effectively.

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

For nd on behalf of the Bo 4 d of Directors of JSW Projects Limited

Vineet Agralval Whole-time Director Director DIN:- 07053299 DIN:- 02027288

Date : June 17,2015 Place : Mumbai

Annesure 1

Noinination Policy

NOMINATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT

i. reviewing the structure, size and composition (including tlle skills, knonlledge and experience) of the Board at least a~nlilally and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy;

ii. setting a formal and transparent procedure for selecting new Directors for appointment to the Bo,ard;

iii, fonnulate criteria for determining qualifications and identify individuals suitably qualified to become Board members i n t e r m s o f skills, hio~vledge, positive attributes, experience, independence of director and other fac tors a s pe r t h e p r o v i s i o n s o f a p p l i c a b l e l a w and selecting or making recommendations to the Board on the selection of individuals nominated for directorship;

iv. enstiring that on appointment to the Board, Independent Directors receive a formal letter of appointment, as required under the applicable law;

v. assessing the independence of independent non-executive directors;

vi. monitoring the annual checks and assessmetit on the members of the Board, including the suitability and the suffidiency of time commitment of non-executive directors; and

vii. Any other matter that is specifically delegated to the Committee by the Board

3. Selection

Recruitment shall be done annually or as necessary to fill vacancies in JSTVPL Board, lCMP and Senior Management positions.

The Nomination and Remuneration Committee shall first solicit nomination of persons to be appointed as Directors from the existing members of the Board. The Nomination and Remuneration Committee may also solicit recommendations for appointment of persons as Directors, KMP and Senior management personnel from any or all of the following sources: the Chief Executive Officer, Senior Management, other executive officers, third-party search f m s , or any other source it deems appropriate.

The nomination shall be sent to the Chairman of the Nomination and Remuneration Committee via ' letter or e-mail. The nomination should include a brief description of the person's qualifications &

experience, and a description of any previous relationships. between the person and JSW Group and other relevant details.

In case of independent Directors, the Committee may commence a search process across a diverse candidate pool. The candidate may he selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any Body, institilte or association, as may be notified by the Central Government, having expertise in creation and maintenance of such data bank and put on their website for use by the company making the appointment of such directors. 'Provided that responsibility of exercising due diligence before selecting a person from the data bank referred to above, as an independent director shall lie with the Nomination

their appointment. The explanato~y statement annexed to the notice of tlie General Meeting called to consider tlie said appoint~ner~t shall indicate the justification for choosing the appointee for appointment as director.

6.. Resignation of Director

The resignation of a director I KMP/ Senior Management shall take effect from the date on which the notice of resigiation is received by the Company or tlie date, if any, specified by the director 1 KMPI Senior Management in the notice, whichever is later.

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any ot!ier applicable Act, rules and regulations, the Cornmitt~e may recommend, to the Board with reasons recorded in writing, removal of a Director I KMPI Senior Management subject to the internal HR policy and provisions and compliance of the Act and other applicable, rules and regulations.

The Committee can also recommend to the Board, the removal of any Director1 KMI'I Senior Management for non-compliance or violation of any rules laid dowu in tlie Code of Conduct and Ethics applicable to senior management personnel and Board of Directors or Guidelines for Professional Conduct in accordance with Clause 5.

(I. Familiarization P~ogrnmnte for I~tdeperlcfent I)irectors

The company shall familiarize the Independent Directors with the cornpan)., their roles, rights, responsibilities iri tlie company, nature of the ind~rstr)? in \vliich tlie company operates, business model of the company, etc., through various programmes.

5. Guidelines for Professional Conduct

All Directors, KMP, Senior Management shall:

i. uphold ethical standards of integrity and probity; ii. act objectively and constructively while exercising his duties;

iii. exercise his ;esponsibilities in a bonafide manner in the interest of the cdmpany; iv. devote sufficient time atid attention to his professional obligations for informed and balanced

decision making; v. not abuse his position to tlie detriment of tlie company or its shareholders or for the of

gaining direct or indirect personal advantage or advantage for any associated person; vi. assist the Company in implementing the best corporate governance practices.

vii. follow the Code of Conduct for Board Members and Senior Management.

In addition:

i. An independent director shall not allow any extraneous coilsiderations that will vitiate his

iii. To disclose his interest in pai-ticular discussion and llot to be present during such discussion in committee I board meetings

iv. To read the agenda and draft minutes carefi~lly and provide inputs, if any v. To abide by the rules, policies code of conduct ofthe company as may be applicable

vi. To safeguard the interests of all stakeholders

4. Subjugation

This policy shall be subject to the provisions contained in the Articles of Association of the Company, the Companies Act, 2013, any guidelines1 directives issued by The Ministry of Corporate Affairs, froin time to time.

8. Review

This policy is subject to periodic review by the Board and may only be amended by a resolution of the Board.

Allnexure 2

Remuneration P O ~ ~ C Y

R E M U N E M T I O N POLICY

REMUNERATIONPOLICY

PREFACE:

The Company places highest impoltauce to its 'employees (as its strategic resource) and seeks to ensure a ' high perfonnance \vork culture tluough compensation, which is linked to Company and individual performance. At JSIV Projects Litiited (JSIWL), the compensation is linked to the nature of job, skill and knowledge required to perform tlie given job in order to achieve Company's overall directive.

In termsof Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, the Nomination arid Remuneration committee shall recommend to the Board a policy relating to the remuneration of Directors, Key Atanagerial Personnel and other Employees and accorditlgly this policy has been forlnulated by tlie Nomination and Remuneration Committee of the Company and approved by the Board of Directors.

I. OBJECTIVES OF REMONERAT.TOh' POLECY

The remuneration for Directors, Key Alatiagerial Persollrlel &Alp) and other employees of the Company is framed with the following broad objectives:

i. Ensure that the level and compositio~~ of remuneration is reasonable and sufficient to attsact, retain and motivate directors of the quality required to run the company successfi~lly;

ii. Motivate Kh4P and other employees and to stimulate excellence in their performance; . . . 111. Relationship of ~.emuneration to performance is clear and meets appropriate performance

benchmarks. iv. Ensuring that the remuneration to Directors, KMP and other employees involves a balance

between components of fixed & variable pay reflecting short and long telm performance objectives appropriate to the working of the Company and its goals.

v. Retain, motivate and promote talent and to ensure long tern sustainability of talented persons.

11. APPLICABILITY

The Policy is applicable to e Directors (Executive and Non-Executive)

Key Managerial Personnel * Other employees

a) "Board" means Board of Directors of the Company. b) "Directors" mean Directors of the Company c) "Committee" means Nomination and Remui~eration Committee of the Company as constituted or

reconstituted by the Board.

d) "Con~pany" means JSW Projects Limited e) "Independent Director" means a director r e f e ~ ~ e d to in Section 149 (6) of the Companies Act,

2013. f) "Key Managerial Personl~el @CbfP)" means-

* the Chief Executive Officer or the managing director or the manager 0 the Company 'Secretary

tlie Whole-Time Director the Chief Financial Officer Such other officer as may be prescribed under the applicable statutory provisions 1 regulations.

g) "Remuneration" means remuneration as defined under section 2(4S) of tlie Companies Act, 2013 including any amendment thereof.

Unless the context otheswise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended &om tune to time sliall have the meaning respectively assigned to them therein.

IV. REMUNERATION COMPONENTS Ah9

The remuneration includes fixed and variable pay and retire~ient benefits. Efforts are made to~vards rewarding behaviors that align strategic goals of the organization through objective performance management system and merit based rewardslrecognition practices. The compensation level is linked to factors such as Company's perfonnance, individual performance and such other factors considered relevant from time to time. Compensation system provides for evaluation & revision of reinuneration each year. The quantum of revision will depend upon individual performance and Company's overall perfonnance. The promotions, if an): are given to employees on the basis of their capability and ability to take on higher responsibilities.

The re~nuneration to Executive Directors is linked to the individual's performance as well as the Company's perfoilnance and ~vould be dete~mined based on their experience, abilities, skill sets and knowledge base. The achievements in respect of these parameters are measured in comparison to the targets approved for the Company by the Board in the beginning of the year.

Eligible employees of the Company as permitted by applicable laws may be granted Stock Options.

v. POLICY

a) General:

1. The remuneration I compelisation 1 commission etc. to the \$"hole-time Director, Managing Director, KMP and other employees \\rill be determined by the Committee and recommended to the Board for .approval. The remuneration 1 cotnpensation / commission etc. shall be subject to the priorlpost approval of the shareholders of the Company and Central Goveminent, \\,herever required.

2. Tlie remuneration and co~nnlission to be paid to the Managing Director/LVhole-time Director/Esecutive Director shall be in accordance with the overall limits as percentage I slabs I conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the Schedule V and other applicable rules made thereunder.

3. Revision to the existing remuneration / colnpensation structure may be recommended by the Committee to the Board subject to approval of the Shareholders when necessaty, in the case of Managing DirectorNhole- time DirectorlExecutive Director and would be based on the individual's performance as well as the Company's overall performance.

4. JVhere any insurance is take11 by the Company on behalf of its Managing DirectorlWhole-time DirectoriExecotive Director, Chief Executive Officer, Chief Financial Officer, the Company Skcretary and any other elnployees for indemnifying tlrem against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved lo be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

b) Remuneration to Whole-time / Executive / Managinn Director

1. Fixed uav:

The Managing DirectorfWhole-time DirectorExecutive Director shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale (fixed) atid quantum of perquisites including, employer's contribution to P.F, pension scheme, Gratuity medical expenses, LTA, club fees etc. shall be decided and approved by the Board on the recoin~ne~ldation of the Committee. The remuneration paid shall be approved by the sl~areholders and Central Government, wherever required.

2. Performance Based Remuneration

In addition to fixed remuneration, the Company may implement a system of perfo~mance linked incentives designed to create a strong relationship between perfo~mance and remuneration.

The Company may conduct annual performance appraisals for ManagingAVhole Time DirectorIExecutive Director and recommend to the Board for any variation in the sala~y within the limits approved by the shareholders.

3. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing DirectorAVhole-time DirectoriExecuti\~e Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the central Government.

4. Provisions for excess re~nuneration:

If any Managing DirectorAVhole-time Director/Esecuti\~e Director draws or receives, directly or indirectly by way of remuneratiot~ any such sums in excess of the limits prescribed under the Coinpanies Act, 2013 or without the prior sanction of the Central Govermnent, where required, he / she sllall refund such sums to the Co~npany and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Govenlment.

C) Remuneratio~~ to Non- Executive / Ir~depettdent Directors:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees:

The Non- Executive / Independent Director may receive re~nuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the amount approved by the Board of Directors subject to the provisiolls of the Companies Act, 2013

3. Commission:

Commission may be paid within the monetaty litnit approved by shareholders, subject to the limits computed as per the applicable provisions of the Companies Act, 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

d) Remuneration to KMP and other emplovees:

The KMP, Senior Management Persollnel and other e~nployees of the Company shall be paid remuneration as per the Company's policies and / or as may be approved by the Committee.

VI. ARZEhTMENTS TO TKE POLICY

The Nomination & Remuneration Committee is responsible for monitoring, implementation and review of this policy. The Nomination $ Remuneratiorl Committee shall provide recommendations as a1;d when it deems necessaly to the Board as to how to effectively structure and make changes as

' and when required to facilitate a remuneration strategy, wt~ich x~,ill meet the needs of the Company.

In case of any amendme~~ts I clarifications etc. issued by the relevant authorities, not being

consistent with the provisions laid down ~inder this Policy, then this Policy shall stand amended accordingly froin the effective date as laid down thereunder.

The compe~isation for KMP & other employees will be governed by policies implemented by the Company from time to tune and such policies may be approved by the committee.

m T A L REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES [Pursuant to Section 135 of the Act & the Companies (Corporate Social Responsibility Policy) Rules, 20141

1. A brief outline of the Company's CSR policy, including overview of the projects or programs proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programs:-

Kindly refer the Corporate Social Responsibility Policy, for~ning part of this Annual Report.

2. The composition of the CSR Committee:-

The Corporate Social Responsibility Committee of the Company currently constitutes of the follo\~ring Members:-

e Mr. Shankar Pratap Singh (Whole-time Director) * Mr. T'ineet kgranral (Director)

Dr. Rakhi Jain @dependent Director)

3. Average Net Profit of the company for last 3 financial years:- Rs.38,41,24,016/- (Rupees Thirty Eight Crores Forty One Lakhs Twenty Four Tltonsaad and Sixteen only)

4. Prescribed CSR expenditure (2% of amocint):- &.76,82,48Oi- (Rupees Seventy Six Lakhs Eighty Two Thousaud Four Hundred and Eighty only)

5. Details of CSR activities/projects undertaken during the year:

a) total amount to be spent for the financial year:- Refer Point c

b) amount un-spent, if any:

c) manner in which the amount spent during financial year, is detailed below:

6. In case the company has failed to spend the 2% of the average net profit of the last, 3 financial years or any part thereof, reasons for not spending the amount in its Board Report: NA

7. A responsibility statement by the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

8 -

Amount spent:

Direct or throuih

implementing agency*

implementing agency

For nd on behalf of the Boa 1 d of Directors of JSW Projects Limited

Vineet Agra~val

5 Amount ootla)~

(budget) project or programs

wise

76,52,480

4 Projects I Programs

1. ~ 6 c a l area or others-

2. specify the state and district where projects or proga ms was underta ken

Local area

Agency.

1 Sr

1.

*Give

- Whole-time Director , Director DIN:- 07053299 DIN:- 02027288

Dale : June 17,2015 Place : nlumbai

6 Amount spent on the project or programs

Sub-heads: 1. Direct

expenditur e on project or programs.

2. Overheads '

81,01,386

2 CSR

project1 activity

identified

Reducing Child

Mortality and

Improving Maternal Health details of

7 Cumulative spend upto

to the reporting

period

81,01,386

3 Sector

in which

the Project

is covered

Medical &

Health

ir?iplen~eizting

Annexwe 4

Corporate Social RespoasibiIitv Policy

CORPORATE SOCIAL RESPONSIBILITY POLICY

JSW PROJECTS LIMITED ('JSWPL') is pal-t of a $1 1 billion conglomerate, the JSW Group ('The Group') which is a part of the O.P. Jindal Group. The Group has set up business facilities in various core sectors of India. The Group is exploring innovative and s~rstair~able avenues in steel, energy, infrastructure and cement for growth. The Group is paving the way for India's development.

Expansions, up-gradations and teclmological irmovations are a way of life at the Group and is committed to develop vibrant communities along the way.

The JSW Group is committed to creating more smiles at every step of the journey. JSW Foundation, the Group's social development arm is in constant pursuit of making life better for communities with its various initiatives in the fields of health, education, livelihood and sports along with art and culture.

The Group's zero effluent plants, green townships and happy employees are changing the course of the nation with their spirited growth. The Group is proud to be charting a course to excellence that creates opportunities for evely Indian and leads to the creation of a dynamic and developed nation.

Tlte Grorip believes irt irtclrrsive growflz to facilitate crenfiort of n vcdrlc-bnsed nrrii eiffpowered society tltrotrglt corrtirtarorrs crrtdyrtrposefnl ertgcrgerilertf of society nrorrrzcl.

The Group finnly believes in strengthening the social capital. It has adopted a Corporate Social Responsibility Policy where it strives to address the issues related from antenatal staxe of life up to the reproductive age of 45 years in theme 'Janam se Janani Tak, JSW Aap ke Saath' through a process of social ir~clusion.

The Company is an investment arm of the $ 11 billion JSW Group, a part of 0. P. Jindal Group. The Company plans to focus on making long- term strategic investments in various new ventures promoted by the JSW Group, besides consolidating the exiGing investments through further investments in the existing

'

companies.

JSWPL is committed to: Allocate 2 % of its average Net Profits made during the three immediately preceding financial years tomards Corporate Social Responsibility as per the categories mentioned in tlie Schedule VII of the Companies Act 2013

0 Transparent and accou~itable system for social development and conducting periodic assessmezits Concentrate on community needs and perceptions through social processes and related infrastructure development Provide special thrust tomards empowerment of women llrrough a process of social inclusion

* Spread the culture of volunteerisni through the process of social engagement.

FOCUS: JSW Projects Limited has decided to focus on the cornplete life cycle approach where women shall be empowered in such a way that they become strong positive force of change. Specific interventions are recommended as below:

e Efficient maternal and child health care services e Enhance access to improved nutrition services e Early childhood education1 pre-prima~y education

Completion of primary and secondary education c Access to adolesce~t reproductive and sexual health and rights e Enhancing the output of present occupation o Employability and vocational education e Responsible parenthood

STRATEGY: JSW Projects Limited allocate atleast 2% of its average Net Profits made during the three immediately preceding financial years for the planning and implementation of CSR. All the CSR initiatives are approved by the committee and the same are reviewed periodically. Taking a note of the importance of synergy and interdependence at various levels, JSW Projects Limited would adopt a strategy for working directly or in partnership, wherever appropriate.

* Priority to be given to the areas in the immediate vicinity of the registered office and corporate office of the Company.

* A11 the interventions would be formulated based on need assessment using different quantitative and qualitative methods All the interventions would he adopted based on concurrent evaluation and knowledge management through process documentation

a Social Mobilization, advocacy at various levels, andior appropriate policy changes would form part of the interventions in each sector

INTERVENTIONS.: In line with the approach and strategy, JSWPL plans interventions in the field of health, education, livelihood, vocational' education, women empowennent, environment sustainability and responsible citizenship. The key thematic interventions as per the Schedule VII of the Companies Act 2013 include:

I. IMPROVING L M N G CONDITIONS (ERADICATING HUNGER, POVERTY, MALNUTRITION, ETC.): JSW Projects Limited is a JSW Group Company, a part of O.P. Jindal Group. JSW Group as per its colnmitment to the local development and nation building has initiated various projects. Major projects planned under this theme over next three years include:

a) Soil and water conservation

b) Enhancement of crop productivity and crop diversification c) Livestock manacement - d) Complimenting govenunent schemes such as ICDS- ktegrated Child Development Scheme and

NRHM -National Rural Health Mission(ANC,PNC, Ltnmunization) e) Entitlements- Facilitating access to government schemes f ) Linkages with the existing government schemes1 programs such as MNRAREGA, PURA Model

- Providing Urban Amenities in Rural Area model

g) Tracking of pregnancy and child birth h) Screening of women for disease such as cancer, hypothyroidism, bone density, etc. i) Improvement of the infrastructure of Primary Health Centre j) Awareness generation at the'community level k) Establishment of Voluntary Counseling and Testing Centre (VCTC ) I) Drop-in centre (Targeted intervention) m) Sexually Transmitted Infections(STI)/Reproductive Tract Infection(RT1) n) Trauma care services o) Preventive' measure to reduce the incidences of disease p) Reduction of incidences of breast cancer among women in the neighborhood areas. q) Building a cadre of para-medical \vorkers r) Emergency preparedness for vector-borne disease

2. PROhlOTING SOCIAL DEVELOPMENT (PROMOTING EDUCATION, SIXILL DETT,LOPRIENT, LIVELIHOOD ENHANCEhXENT,ETC.): Education is the basis for improving the quality of life of people. Taking a note of this, JS\V Projects I JSW Group both independently and; in pastnership wit11 local government and civil societies has undertaken various programs. Along with this, enhancing the productivity of available workforce thsougJ1 engaging the youth with appropriate employability skills and assuring sustainable livelihoods continues as one of the top priority. The activities planned under this theme include:

a) Improving the infsastmcture of local schools b) Training of'teachers c) Establish computer aided learning centre( CALC) d) Complimenting Mid-day meal program e) Remedial classes for children with slow learning f ) Life skill education, leadership and motivation of children g) Institution based education program for children with different abilities h) Create opportunities for access t'o higher education i) Plant operation &Maintenance j) Technical knowhow and do-how k) Rural BPO I) Adoption of ITIs' ( Industrial Training Institutes) m) Market driven enterprises

3. ADDRESSING SOCIAL INEQUALITIES (PROMOTING GENDER EQUALITY, FT'GMEN EMPOWEREMENT, ETC.): Women are the pritna~y focus for development of the comnunities and the nation. JSWPLI JSW '

Group strongly believe in this philosophy and has planned and spearheaded various programs to strengthen partnership of women in the process of development. Major projects planned to substantiate this include:

a) Skill building (vocational skills and employment) b) Economic empowerment ( SHGs and entrepreneurship) c) Social Business (BPO, textile, enterprises) d) ~acilitati;~ linkages for destitute and widow

4. ENSURING ERVIRONMENTAL SUSTAINABILITY: Nurturing the nature and adopting processes to enhance its sustainability remains a major goal of the JSW Projects Limited I JSW Group. As vigilant and responsible corporate, the major interventions include:

a) Solid waste management b) Sanitation and personal hygiene c) Aforestation d) Rainwater harvesting e) Harnessing science and technology f ) Fostering Local innovations

5. PRESERVING NATIONAL HERITAGE: Preservation and promotion of art, craft, culture, heritage, and lnonulnents is one of the strong focuses of JSW Projects Limited / JSW Group key activities under this theme include:

a) Preservation of art, crafts, culture, and monuments b) Promotion of traditional art and culture

6. SPORTS TRAmING: Promotion and strengthening of the sports in India has always remained as a key interest area for JSW Projects Limited I JSW Group. Some of the sports faculties1 training that are contributing to the national spolts include:

a) Squash b) Football c) Volleyball d) Swimming e) Athletics

I. SUPPORTING TECHNOLOGY INCUBATORS IN CENTRAL GOVERNRIENT APPROVED ACADEMIC INSTITUTES: Fellowvships/ grants to academic institutions for technology innovations

8, RURAL DEVELOPMENT PROJECTS: Infrastructure development in rural area including road, toilets, lighting, community centre, etc.

IRWLERIENTATION:

A. Implementing agency:

The CSR activities would be implemented by:

i. JSW Projects Limited / JSW Group when the activities are related to civil works involving construction of buildings, roads, and other infrastructure related projects.

ii. JSW Foundation in all other projects either by itself or in partnership with Government, Foundations or any other institution with relevant expeltise and experience in the sector

B. Annual plan would be prepared with clear milestones indicating on a quarterly basis.

MONITORING MECKANISM:

A combination of various mechanisms \vould be adopted for the monitoring of the CSR programs:

i. Monitoring meeting on a monthly basis by the respective CSR location In-Charge ii. Quarterly monitoring by the Location Head

iii. Half-yearly monitoring by Apes Committee of the Foundation and by the Committee of the Board

iv: Yearly monitoring by the Board

Anuexore 5

Secretarial Audit Report

fi8 Moharnmad Akram -

PRACTISING COMPANY SECRETARY

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 3 lSt March, 20 15

The Members,

JSW PROJECTS LIMITED.

I liave conducted tlie secretarial audit of the compliance of applicable statutory provisions atid

( the adherence to good corporate practices by JSW PROJJ3CTS LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner tliat provided lnelus a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the JSW PROJECTS LIMITED'S books, papers, minute books, forms and returns filed and other records mailltailled by the company and also the irifor~nation provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report tliat in mylour opinion, the company lias, during the audit period covering the financial year ended on 3IS' Marcli, 2015 complied with the statutory provisions listed hereunder and also that the Company lias proper Board-processes and complia~ice-mechanism in place to the extent, in the manner arid subject to the reporting made hereinafter:

Ilwe liave examined the books, papers, minute books, forms and returns filed and other records

( maintained by "JSW PROJECTS LIMITED" for the financial year ended on 3 1" March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made theseurider; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made tliere~~ntler; (iii) The Depositories Act, 1996 and the Reg~~latioris and Bye-laws framed tliereundel; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Com~nercial Borrowings; I/we have also examined compliance with tlle applicable c la~~ses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India,

. .

3A, Tak Wadi, 1st Floor, Near Bank of India, Kalbadevi Road, Marine Lines (East), Mumbai - 400 002. Mob.: 9702890396 . E-mail : [email protected] I [email protected]

88 Mohammad Akram P R A C T I S I N G C O M P A N Y S E C R E T A R Y

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc, mentioned above subject to the following observations:

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company com~nensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, roles, regulations and guidelines.

( Place: Mumbai

Date: 02.05.2015

Signature:

Name of Company

ACS NO. : 22589

C. P. No. : 941 1

Annerure 6

FORM NO. AOC-2 (Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules, 2014)

Form for disclosuie of particulars of coutracts 1 arrangements entered into by the conipany with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or.arrangements or transactions not at arm's length basis:-

party and

relationsh

Duration of the

contracts / asrangernen

ts / transaction

S

piF I terns of

the contracts or arrangemen

ts or transaction s including the value, if

any

rKzGz I n for

entering into such

contracts or asrangemen

ts or transaction

S

date(s) Amount Date on 7JLJL- approv a1 by the

Board

advance s, if any

the special

resolutic n was passed

in general meeting

as required

under first

proviso

2. Details of material contracts or arrangement or transactjons at arm's length basis:-

No.

nature of relationship

Name(s) of the related party and

I 6

transactions

Nature of contracts /

arrangements /

(el . 1 (0 (a)

transactions

During the year, the Company has entered into any fresh transaction with related parties, which required

Duration of the contracts 1

arrangements /

(b)

transactions including the value,

if any

Salient terms of the contracts or

arrangements or

( 4

Board

(dl

date(s) of approval by the

if any

Amount paid as

advances,

prior approval.

There was no material transaction during the year with related palties refel~ed to in Section 1SS (1) of the Companies Act, 2013. However, details of transactions with related parties, during the year, is given in Note 29(m) of the Standalone Financial Statements

For and on behalf of the Boa d of Directors of JSW projects Limited l'

S. P. Sitlgh Vineet Agrawal Whole-time Director Director DIN:- 04053299 DIN:- 020272~8

Date : June 17,2015 Place : Mumbai

Details of the loans, guarantees or inl'estment made under the provisions of Section 186 of the Com~an ies Act, 2013

/ No. I Name of the entity Particular of loans,

I / Management Limited I I I

Relation 1 Amount

1.

2.

JSW Aluminum Limited

JSW Techno Projects

guarantees or investment Investment

Investment

Company under same management Shareholder .

5,00,00,000

27,50,00,000

FORhT NO. MGT-9

EXTRACT O F AhTNUAL RETURN as on the financial year ended on March 3 1,201 5

of JSW PROJECTS LIMITED

[P~~rstrailt to Section 92(3) ofthe Coinpanies Act, 2013 and rlrle 12(1) ofthe Col~~panies (Maitagement and Ad~?~i~tistrafioit) Rules, 20141

I. REGISTRATION AND OTEER DETAILS:

Mr. Rajesh Jadhav Telephone : 022-67720300 Fax Number : 022-28591 568 Email Address : raieshi(ii)share~rose~vices.com

II. PIUhrCIPAZ, BUSINESS ACTMTIES O F THE COhIPAM!

.

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

U74999MH2006PLC163924 21-08-2006 JSW Projects Limited Public Company Limited by Shares

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 No

Sharepro Services (India) Private Limited

13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (East), Mumbai-400 072, Maharashtra

i) ii) iii) iv)

v)

vi)

vii)

I S1. No. I Name and Description of main 1 NIC Code of the I % to total turnover of the /

CW:- Registration Date Name of the Company Category / Sub-category of the Company Address of the Registered Office and contact details Whether listed company (Yes1 No) Name, Address and contact details of Registrar & Transfer Agents (RTA), if any

/ Development

1.

In. PARTICULARS OF H O L D ~ G , SUBSIDIARI' AND ASSOCUTE CORIPAN~ES

products 1 services Business Consulting Sentices concerning Industrial

Product/ senice 8479

Sr.No

1

company 90.26%

Name and Address of the Company JSW Infrastructure Private Limited

C W G L N

U65993MH2005PTC152325

% of shares held 87.10%

Hqldingl Snbsidiary 1 Associate Holding Company

Applicable Section

Section

2(46)

IV. SHARE HOLDWG PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

2

Category-wise Share Holding

JSW Centre, Bandra Korla Complex, Bandra (East), Mumbai - 400051 JSW Organics Private Limited (Folmerly JSW Water Resources Private Limited)

Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai - 400 026

Total Shareholding of Pro~noter (A)= (A)(l)+(A)(Z)

Subsidiary Company

.

U27203MH2005PLC154612

-

43,59,50, 100

100% Section

2(87)(ii)

49,900 43,60,00, 000

100 47,72,50, 100

49,900 47,73,00 ,000

100

ii) Shareholding of Promoter-

iii) Change in Promoters' Sl~areholdin$ (please specify, if there is no change)

Promoters Shareholding during the - - year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

Shares)

I Shareholdinn at the beginning of the pear No. of shares I % of total

shares of I the

I Cu~nulative Shareholding ] during the year No. of shares

iv) Sllareholding Patter11 of top ten Sliareliolders: (other than Directors, Prolnoters and Holders of GDRs and ADRs):

shares shares of

SN Cumulative Shareholding during

of % oftotal shares shares of

For Each of tlie Top 10 . Shareholding at the Shareholders beginning

of the year

Promoters Shareholding during the year 'specifying the reasons for increase 1 decrease (e.g. allotment / transfer / bonus1 sweat equity etc.): At tlie end of the year

At the beginning of the year Date wise Increase 1 Decrease in

v) Shareholding of ~i rec tors and Key Managerial Personnel:

company company

V. INDEBTEDNESS

All Shares are held by the Promoter Group

Cumulative Shareholding during the

At the beginning of the year Date wise Increase 1 Decrease in Promoters Shareholding during the year specifying the reasons fos increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): At the end of the year

Indebtedness of the Company including interest outstandinglaccrued but not due for payment

Shareholding at the beginning of the year

SN Shareholding of each Directors and each Key Managerial Personnel

- I deposits Indebtedness at the beginning

No. of shares

Secured Loans excluding

None of the Directors / Key Managerial Personnel holds any shares in the Company

% of total shales of the company

year

Unsecured Loans

iii) Interest accrued butnot due 1 4,95,93,713 1 NIL Total (i+iitiii) 1 17,S2,18,36,008 1 NIL

No. of shares

- - of the financial year i) Principal Amount i i Interest due but not oaid

Change in Indebtedness during I I

% of total shares of the cornpany

1,77,72,42,295 NIL

Indebtedness

NIL NIL

the financial year Addition

NIL 1,77,72,42,295 NIL NLL

NIL 1 1,75,30,59,429 1,75,30,59,429 NIL

Reduction Net Change Indebtedness at the end of the financial year i) Princip?l Amount ii) Interest due but not paid

19,52,53,01,724 1 NlL I , NIL / 19,52,53,01,724 NIL NIL NIL NlL

NIL 1,75,30,59,429

iii) Interest accrued but not due I 2,36,14,543 1 2,36,14,543 Total (i+ii+iii) ( 19,54,89,16,26S 1 NIL 1 NIL ( 19,54,S9,16,26S

VI. RXRfUhTERATION OF DIRECTORS Ah?) KEY hIANAGERlAL PERSOhWEL

NIL NtL

I I I

NIL / NIL 1 NIL NIL 1 NIL 1 NIL

NIL NIL

A. Remuneration to Managing Director, \&'hole-time Directors andlor Manager:

NIL 1,75,30,59,429

SN.

1

5 ( Others, please specify I Total (A)

NIL 37.18.032 / 46.75.584 I 83.93.61 6

Particulars of Rernuneratior~

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

4

6 *adjusted on the no. of days served as Whole-time Director

NIL Co~nmission as % of profit

- others. svecifv

Total Amount

83,93,616

NIL

NIL

- Name of MDAVTDI Manager

NIL

B. Remuneration to other directors:

Mr. Anil Kumar Singh IWiole-time Director (w.e.f. 24-12-2014)

,

37,18,032

NIL

NIL

NIL

SN.

1

Mr. Shankar Pratap Singh Wllole-time Director (upto 24-12- 2014)

46,75,584

NIL

NIL

Particulars of Remuneration

Indepehder~t Directors * Fee for attending board

colnrnittee meetings

Total Amount

20,000

Name of Directors

Mr. Vineet Agsawal

NA

Mr. Sriram K. S. N. (uptolS-03- 2015)

NA

k , Anil Kumar Singh (w.e.f. 24- 12-2014)

NA

Mr. Ashok Kumar Jain (1v.e.f. 26-03- 2015)

10,000

Dr. Rakhi Jain (w.e.f. 26-03- 2015)

10,000

t I I I I I I I 1 Total (B)=(1+2) - - . 1 10.000 1 10.000 / 20.000

t I . , . , I I

1 Total Managerial 1 20,000 I ' I ' I '

C. REIiRJNERATION TO KEY WAGERIAL PERSONNEE OTKER T W MIf / NIANAGER~TD

- Remuneration Overall Ceiling as per the Act

Rs. 14,20,01,437 (being 11% of the net profits of the Company for that financial year)

S1. No.

/ ) (b) Value of perquisites d s 17(2) Incomne-tax Act, 1961 1 NIL I NIL I NIL I

. 1

I 1 (c) Profits in lieu of salary under section 17(3) Income-tax / NIL 1 NIL I NIL /

Particulars of Reinuneration

Key Managerial Personnel

Gross sala~y (a) Salaly as per provisions contained in section 17(1) of the income-tax Act, 1961

2 3 4

\a. PENALTIES I PUMSH1\IENTI COMPOUhQWG O F OFFENCES:

5

Total

72,93,990

Company Secretary

19,03,443

Act, 1961 Stock Option Sweat Equity Commission - as % of profit

CFO

53,90,547

- others, specify.. . Others; please specify Total

Type

NIL NIL NIL

Penalty

Punishment

Compounding

NIL . 19,03,443

Section of the companies act

NONE

NIL NIL NIL

NIL NIL NIL

NIL 53,90,547

Brief description

NIL 72,93,990

Details of penalty 1 punishment/ compounding fees imposed

Authority [RD I NCLTI Court]

Appeal made, if any (give

B. DIRECTORS Penalty

Punishment

C o ~ n ~ o b n d i n ~

NONE

C. OTHER OFFICERS N DEFAULT Penalty I NONE

Annexure 9

List of Employees

Name of the Employees

Employed Mr. Sunil D. Kathariya Mr. Shankar Pratap Sing11 Employed for Mr. Anil Kumar Sing11

Mr. Ravi . Kumar S.

Fesignation

throughout the Sr. Vice President

Whole time Director

the part of the Director

Vice President

Age (in Years)

year and 55

51

year and 50

55

Qualification

were in receipt of BE (Mechanical) 1 PGDBM

BE (Mechanical)

were in receipt of IIT, Delhi in M.Tech (Management and Systems) BE(Mecl1anicai)

Date of Commencement of employment

remuneration of not 01-06-201 1

01-0s-2014

remuneration 01 -06-201 1

01-06-201 1

Remuneration (in Amount)

less than Rs.60,00,000 79,40,564

46,53,584

aggregating to not less 37,15,032

18,17,563

Total Experience

per annum 10

2s

than Rs.5,00,000 27

32

East Employment (Designation)

Lecturer (Engg. College). JSW Steel Limited Asst. Vice President

per month Resident Engineer

JSW Steel Limited Vice President

%of

equity shares held

NIL

NIL

NIL

NIL

. Whether Relative of any Director / Manager

NA

NA

NA

NA

Annesure, 10

Particulars regarding consenration of energy, technoiogy absorption, foreign exchange earnings and outgo

A. 1 Conse~~ration of Energy:- / (i) the steps taken or impact on 1 The Company has always been frontrunner in continual

conservation of energy I ' '

improvement of its operational performance.

Through focused efforts, during the year the ~ o m ~ a n y achieved soine significant achievements i.e.

1) Cooling To~ver; The Company from the period August to March, in cuirent financial year reduced the cooling tower fan blade angle during winter season without affecting the overall thermal efficiency.

This resulted in reduction in auxiliary power consuinption in the range of 1.5 lakh units per year.

2) Station Lighting The Company has replaced all the HPSV lamps with LED lamps in TG hall and TG enclosure, which resulted in power reduction of station building in the range of 50 thousand units per year.

3) Coke Dry Quenching (CDQ) The Company has fully commissioned Coke Dry Quenching (CDQ) which apart froin producing, dry coke also utilises hot coke sensible heat to produce Max 228.6 Vh (257.5t~'h with BFG) bf steam at 9.5 *0.2 MPA pressure, 540+ 5°C temperature from power generation.

4) DRI The process tail gas generated from pressure swing adsoiption units, enriched with carbon dioxide is effectively utilized by generating electric power, instead of releasing to atmosphere. The flue gas generated from process gas heater is effectively utilized by cooling and cornpressing it. After drying this gas is used as seal gas to reduce the nitrogen load for the plant. The furnace exit gas after cooling and cleaning is recycled back (75%) to reuse the un-reacted hydrogen and carbon dioxide after

.mixing with fresh feed of Corex gas. Whenever the demand, of DRI is low the export gas compressors and recycle gas comvressors would be stopped so as to optimise electrical vower

consumption. Basic philosophy of 'zero discharge' is followed by recycling the waste1 blow down water. To do so, a combination of RO and DM plant is installed in DRI Plant. No cold flare is installed to prevent pollution of atmosphere during plant trips and process upsets. LPG is replaced by COG to hot flare and further process requirements to reduce conversion cost of DRI. Wet and dry de-dusting units are installed to prevent pollution of atmosphere.

/ (ii) the steps taken by the / NA I 1 company for utilising alternate 1

1 sources of energy I (iii) the capital investment on I NIL

/ 1 enerw conservation eauioment 1 1

Technology absorption:- (i) the effoi-ts made towards 1) Turbine Bypass system technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

technology (imported during the last three years reckoned from the beginning df the financial

During the year, the Company commissioned the Turbine Bypass system

Impact; With the commissioning of Turbine Bypass system a saving of around 80-90 Ton per hour steam, in the event of turbine unplanned outage at least for two hour, was achieved.

I 2) APRDS System Further, the Company also lowered the set-point for APRDS (Auxiliaty Steam) pressure from 13 kgIcm2 to 11.5 kg/cm2 without impacting the . efficiency . of thermal cycle.

1 pear)- (a) the details of technology I imported; (b) the year of import; (c) whether the teclmology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Research and Development.,

I C. Foreign exchange earnings and

Outgo-

terms of actual inflows during the pear and the Foreign Exchange outgo during the year in tenns of

Earning - NIL Expenditure - Rs. 23,52,51,857/-

38, no~nbay Mutual Building, Tel. : +91(22) 2262 3000 2d Floor, Dr. D. N. Road, Fort, Emaii: [email protected] Mumbai - 400 001. Web : www.shahgupta.com

Shah Gupta & Co. C h a r t e r e d i c c o u n t a r l t s

INDEPENDENT AUDITORS' REPORT

To the Members of JSW PROJECTS LIMITED We have audited the accompanying standalone financial statements of ISW Projects Limited ('the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Fiow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's responsibility for the standalone financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act") with respect to the preparation of these standaione financial statements that give a true and fair view of the financiai position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financiai controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these standaione financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financiai statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financiai statements, whether due to fraud or error. I n making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financiai statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Page 1 of 4

Opinion I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standaione financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) The aforesaid standaione financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Ruies, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Ruies, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have pending litigations having impacts on its financial position; ii. The Company did not have any outstanding long-term contracts including derivative contracts as

at March 31, 2015 for which there were any material foreseeable losses; and iii. The Company Is not required to transfer any amount to the Investor Education and Protection

Fund.

For SHAH GUPTA & CO., Chartered Accountants Firm Registration No.: 109574W

/

"Vipui K Choksi Partner M. No.37606

Place: Mumbai Date : June 17,2015

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification

(ii) (a) The inventories have been physically verified during the year by the management. I n our opinion, the frequency of verification is reasonable.

(b) I n our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records were not material.

(iii) (a) The company has granted loans to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013. The borrower has been regular in the payment of the interest as stipulated. As explained to us loans are repayable on demand. Therefore question of our commenting on receipt of the principal amount on regular basis does not arise.

(b) There are no overdue amounts of more than Rs. one lakh in respect of the loan granted to the bodies corporate listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) I n our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased are of special nature and suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, the purchase of inventory and the sale of services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facle, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues with appropriate authorities applicable to it. According to the information and explanations given to us, no undisputed amounts payable were outstanding, as at the year end, for a period of more than six months from the date they become payable.

(b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

(c) The Company is not required to transfer any amount to the Investor Educat Fund.

Page 3 of 4

(viii) The Company does not have any accumulated losses as at the end of the financiai year. The Company has not incurred any cash loss during the year and in the immediately preceding financial year.

(ix) Based on our audit procedure and on the basis of the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financiai institutions, banks or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financiai institutions.

(xi) On the basis of review of utilization of funds, the related information and explanations made available to us, term loans raised by the Company have been utilized for the purpose for which the same were obtained.

(xii) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financiai statements and as per the information and explanations given to us by the Management, we report that no material fraud on or by the Company has been noticed or reported during the course of audit.

For SHAH GUPTA & CO., Chartered Accountants Firm pegistratio; No.: 109574W

' d p u l K. Choksi Partner M. No.37606 Place: Mumbai Date : June 17, 2015

Page 4 of 4

JSW PROJECTS LIMITED BALANCE SHEET AS AT MARCH 31.2015

Amount in t As a t As a t

Particulars Note No. 31.03.2015 31.03.2014

(I) EQUITY AND LIABILITIES I I I I (1) Shareholders' funds

(a) Share capital (b) Reserves and surplus

(2) Non-current liabllltles (a) Long-term borrowings (b) Deferred tax llabllltles (Net) (c) Other long-term liabllltles (d) Long-term provlslons

(3) Current l iabil it ies (a) Short term borrowlngs (b) Trade payables (c) Other current liabllltles (d) Short-term provlslons

(11) ASSETS

(1) Non-current assets (a) Flxed assets

(I) Tangible assets (11) Intanglble assets (Ill) Capltal work-In-progress (Iv) Intangible assets under development

(b) Non-current lnvestments (c) Long-term loans and advances (d) Other non current assets

(2) Current assets (a) Current Investments (b) Inventories '(c) Trade recelvabies (d) Cash and bank balances (e) Short-term loans and advances (f) Other current assets

TOTAL

TOTAL

Slgnlflcant accounting pollcles and other notes 1 & 29

The accompanylng notes are an Integral part o f the financial statements I As per our attached report of even Date For Shah Gupta & Co. Chartered Accountants Firm Registration No. 109574V

M. No. 37606

For and on behalf o f the Boar

Vlneet Agrawal Shankar Pratap Slngh Director Director DIN: 02027288 DIN: 07053299

Company Secretary Ch ef Financial Officer M. No. 23256

Place: Mumbal Place: Mumbal

I Date: 17/06/2015 Date: 17/06/2015

JSW PROJECTS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31,2015

A. CASH FLOWS FROM OPERATING ACTIVITIES: NET PROFIT BEFORE TAX Adjustment for: Depreciation and amortization Dividend income Interest income Interest exDenses

Amount in ?

Unrealised forex (gain)/ioss Share issue expenses Operating pro f i t before work ing capi ta l changes

Particulars

Movements in work ing capital: (Increase)/ Decrease in inventories (Increase) 1 Decrease in loans and advances* (Increase)/ Decrease in other assets* Increase / (Decrease) in liabilities* Increase / (Decrease) in provisions* I

I I

For t he Year ended 31.03.2015

Cash f l ow before taxat ion Direct taxes paid (net of refund) NET CASH GENERATED I N OPERATING ACTIVITIES

For t h e Year ended 31.03.2014

8. CASH FLOW FROM INVESTING ACTIVITIES: Caplta expenu t-re on ftxea asset, inciuo ng cap tal advances Investment in subsidiaries Investment In flxed deposit Divldend income Interest received NET CASH USED I N INVESTING ACTIVITIES

Ic. CASH FLOW FROM FINANCING ACTIVITIES: Praceeos from issue of share caplta (net of snare ssue expenses) Repayment of short-term borrowings Proceeds from long-term borrowings Interest pald Advance received from related party NET CASH GENERATED FROM FINANCING ACTIVITIES

NET INCREASE/(DECREASE) I N CASH AND CASH EQUIVALENTS ( A t B+C) (23,86,70,085) 18,49,66,234 CASH AND CASH EQUIVALENTS AT THE BEGINNING OFTHE YEAR CASH A N 0 CASH EQUIVALENTS AT END OF THE YEAR (Refer No te 19)

* Includes Current and non-current Note The Cash Flow Statement is prepared by the indirect method set out in Accounting Standard 3 on Cash Flow Statements and presents the cash flows by operating, investing and financing activities of the Company

Cash and Cash equivalents presented In the cash flow statement consist of cash on hand unencumbered, highly liquid bank balances.

AS per our attached report of even Date For Shah Gupta & Co. Chartered Accountants

tration No. 109574W

Partner M. No. 37606

For a n d on behalf o f t h e Board of Directors E

Vlneet Agrawal Director DIN: 02027288

@ e n Rawat Company Secretary

Shankar Pratap Singh Director DIN: 07053299

Filtartclal Officer M. No. 23256 I

Place: Mumbai Place: Mumbai Date: 17 /06/2015 Date: 17 /06/2015


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31'' MARCH, 2015

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of Accounting

The financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the Accounting Standards notified under section 133 of the Companies Act, 2013 ("the 2013 Act) read together with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of Companies Act, 2013, as applicable. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in previous years unless stated othenvise.

1.2 Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates and difference between actual results and estimates are recognized in the periods in which the results are known/ materialized.

1.3 Inventories

Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined by the weighted average cost method.

1.4 Tangible Assets

Fixed Assets are stated at their cost of acquisition less accumulated depreciation and impairment losses. Cost comprises of all costs incurred to bring the assets to their location and working condition up to the date the assets are put to use.

Expenditure incurred during construction period: Apart from costs related directly to the construction of an asset, indirect expenses incurred up to the date o f commencement of commercial production which are incidental and related to construction are capitalized as part of the construction cost. Income, if any, earned during the construction period is deducted from the indirect costs.

1.5 Intangible Assets

Intangible assets are recognised only when i t is probable that the future economic benefits that are attributable to the assets will flow to the Company and the cost of the assets can be measured reliably. Intangible assets are stated at cost less accumulated amortisation and impairment loss, i f any.

1.6 Depreciation and Amortization

i) Depreciation on Fixed Assets has been provided on straight line basis at the rates and in the manner laid down in Schedule I1 of the Companies Act, 2013, except for the fixed assets which are capitalized as per the BOOT agreement will be amortized over the BOOT period or over useful life determined on the basis of technical assessment, whichever is less.

ii) I n respect of additions/extensions forming an integral part of existing assets and adjustment to Fixed Assets on account of exchange differences, depreciation has been provided over residual life of the respective fixed assets.

1.7 Impairment of assets

An asset is treated as impaired when the carrying cost o f the asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed i f there has been a change in the estimate of recoverable amount.

1.8 Revenue Recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection. Revenue from service rendered is recognized at the time of completion of the services rendered, when all significant contractual obligations have been satisfied and the service is duly completed. Revenue from operation includes income from services, service tax and is net of Value Added Tax and sales tax recovered. Interest income is recognised on a time proportion basis. Dividend is considered when the right to receive is established

1.9 Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction.

Monetary foreign currency assets and liabilities (monetary items) are reported at the exchange rate prevailing on the balance sheet date. Exchange differences relating to long-term monetary items, arising during the year, in so far as they relate to the acquisition of a depreciable capital asset are added toldeducted from the cost of the asset and depreciated over the balance life o f the asset.

All other exchange differences are dealt with in the statement of profit and loss.

Non-monetary items such as investments are carried at historical cost using the exchange rates on the date of the transaction- also refer note l(11).

1.10 Financial Hedging Transactions

I n respect of forward contracts, gains / losses on settlement and losses on restatements are recognized in statement of profit and loss except in case where they relate to the acquisition or construction of fixed assets, in which case they are adjusted to the carrying cost of such assets

1.11 Investments

Investments are classified as current or long-term in accordance with Accounting Standard - 13 on 'Accounting for Investments". Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments.

Investments are stated at cost. Provision is made for diminution other than temporary iue of such investments.

Current investments are carried at lower of cost or fair value. The comparison of cost and fair value is done separately in respect of each category of investment. I n case of investments in mutual funds, the net asset value of units declared by the mutual funds is considered as the fair value. Any reduction in the carrying amount and any reversals of such reductions are charged or credited in the statement of profit and loss.

1.12 Employee Benefits

Employee benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined contribution plans such as provident and other funds, which fall due for payment within a period of twelve months after rendering service, are charged as expense to the statement of profit and loss In the period in which the service is rendered or as and when they are incurred.

Employee benefits under defined benefit plans, such as compensated absences and gratuity which fail due for payment after a period of twelve months from rendering service or after completion of employment, are measured by the projected unit cost method, on the basis o f actuarial valuations carried out by third party actuaries a t each balance sheet date. The Company's obligations recognized in the balance sheet represent the present value of obligations as reduced by the fair value of plan assets, wherever applicable.

Actuarial gains and losses are recognized Immediately in the statement of profit and loss.

1.13 Borrowing Costs

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost, Borrowing costs that are attributable to the acquisition or constructionof qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Profit and Loss Statement in the period In which they are incurred.

1.14 Leases

Operating Leases: Rentals are expensed on a straight line basis with reference to the lease terms and other considerations.

1.15 Earnings Per Share

The Company reports basic and diluted earnings per share ("EPS") in accordance with Accounting Standard 20 on "Earnings per Share". Basic EPS is computed by dividing the net profit or loss after tax for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where the results are anti-diiutive.

1.16 Income taxes

Tax expenses comprises of current and deferred tax.

Current tax is measured at the amount expected to be paid to / recovered from the revenue authorities, using the applicable tax rates and tax laws. Minimum Alternate Tax (MAT) credit entitlement available under the provisions of Section 115 JAA of the Income Tax Act, 1961 is

o the extent that the credit will be available for discharge of future normal tax

of the timing differences that result between taxable income and accounting re capable of reversal in one or more subsequent periods are recorded as a

deferred tax asset or a deferred tax liability. They are measured using the substantively enacted tax rates and tax laws as on the balance sheet date, Deferred tax assets are recognised only when there is a reasonable certainty that sufficient future taxable income will be available against which they will be realised. Where there is a carry forward of losses or unabsorbed depreciation, deferred tax assets are recognised only if there is a virtual certainty supported by convincing evidence of availability of taxable income against which such deferred tax assets can be reaiised in future.

The carrying amount of MAT credit and deferred tax assets at each balance sheet date is reduced to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which the assets can be realized.

1.17 Provision, Contingent liabilities, Contingent Assets and Commitments

A provision is recognised when there is a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Contingent liabilities are not recognised; but disclosed unless the probability of an outflow of resources is remote. Contingent Assets are neither recognised nor disclosed.

Amount in1

Partlc~lars

2. Share capltal Authorbed apl ta l 55.W.00.000 (Piedour year 45.00.00.000) equity sham o f t LO each

Issued, sublcrlbed and fully pald up capltal 47.73.00.0W (Previous Year 43.6O.W.040) equity sharer Q t 10 each

2.2 Terms1 r l h t r attached toe dIt rharcr . -. . -. rre compa7;n:r onrfoneni ir a&.: mar<ni;ng par v , . ec7 10pe.rnare ~ a i n hscrr orm. iy in i rer ; e . ~ i c d l o o ~ l e \otamcrhan.. ln inc e.ent or q,aato? of 11" mrpanl, me raloerr of e9: ry rnarer .. tx en, I RI to rwe.\e rema n nq aaetr or me Cornprnl, aner d i t r o.ton of a prc'erent 3!arn!mtr mec ~ ~ ~ ~ C ? ~ K ~ C P I W tome n.ma,qreq. ty ~ n n n n n . n i d O, meshare node! . C 7

2.1 ~econdllatlon or the number of rharen outrtandlng at the beglnnlng and at the end or theyear

Ar at 31.03.2015

5.50.00.00.000

4.77.30.00.000 1 4,36,00,00,000

4.77.30.00.004

AS at 31.03.2014

4,50.00,00,000

4.36.W.W.000

E%I,"B"e'

sharer Outstanding at the beglnnlng of the year AM: leeued during the year Outrtandlng s t the end of the year

2.3 Share, held by holdlng company

AS at 31.03.2014 NO. of Sharer I Amount

PartlcYlars

2.4 ~ lsc lorvre of shareholders holdlng more than 5% or the aggregate sharer In the Company

PartlcYIaN As at 31.03.2015 A3 at 31.03.2014

NO. or shares I %of Holdlng 1 No. orsharer 1 % o f Holdlng

I I Outrtandlng at the end of the year I 1,58,34,67,123 I 74,65,07,183

30.42,W.OW 13.18.00.0W

AS at 31.03.2015 NO. of Shares I Amount

As at 31.03.2015 1 AS a t 31.03.2014 NO. orsharer I Amount I No.ofshares I mount

Amount in t

3.04.20.W.WO 1,31,80,W,WO

43.60.W.040 4.13.W.OW

JSW lnvestments private umited I 41.57.50.0001 4,15,75.00.W0~ 40.84,50.000 1 4.08.45.W.OW

93.68% 6.319'0

~ a r t b u l a r ~

3. Rerener and rurplur surplurl(0endt) In the statement of prallt and lorr salance at the beginning orthe year Ad* Proet for the year

4.1 ~ e ~ ~ l l ? o f r e c r ~ l t y : - . .. . . . . -. . .. me ,elm a n r , m a ertelna comner?,~ rnlriA mi are ,wurw 0 , r n l mo$tqace an3 cnarqe; on a mrnoao e prcrelrter m . 0 nq Ilnd tauel on lease from IS:, sleel ~ t d , b;tn prerenr a.af.f.re. I r -I

43.60.00.000 1 4,36,00,00,000

4.36.00.00,WO 41.3O.W.WO

40.84.50.000 2.75.00.000

lSVI Inve$tments private Umited 1SW Lmistb I n r r a i m r e Prlvate Umlted

Amwnt I" 7

I 1 23.86.50.000 equity sharer (previous year 13.o8.oo.wo shares) or lsw Project3 are pledged in favouroflender5. I

47,73,00,000 1 4.77.30.00.000

1siv ~echno ~ralectr Manaaement ~ t d

A* at 31.03.2015

74.65.07.183 83.69.59.940

4.2 rerm9 or ~~~~~~~~~k

(A) Rupee term loans from bank*

Ill t 2W.W vors term loan facility 1s repayable In 4 equal qusrterty lnrtalmentr ofl5O.W corer f r m 30.06.2015 to 31.03.2016.

(11) t 160.00 cmter term loan fatility 1s repayable in 4 equal quarterty lnrtalmentr ort40.W croier r r m 30.06.2016 to 31.03.2017.

(Ill) l 110.00 crores term 1wn fatility Is repayable In 4 equal quarterty lnrtalmentsof 727.50 morel h m 30.06.2017 to 31.03.2018.

(Ivl t 140.04 uors term loan facility 15 repayable lo 4 equal quarterly lnrtdlments of735.W e w e s f r m 30.06.2018 to 31.03.2019.

("1 t 180.W cmrer term loan fatility Is repayable In 4 equal quarterly lnrtalments oft45.W Crorer from 30.06.2019 to 31.03.2020.

(vl) t 300.00 crorer term loan ratility lr repayme In 4 equal quarterly lnrtalments or775.00 cmrer f r m 30.06.2020 to 31.03.2021.

(vlll 1340.00 wares term loan ratility 1s repayable In 4 equal quarterly lnrtalmentr dt85.04 crws from 30.06.2021 to 31.03.2022.

lvllll 7 76.00 -s term laan ratil8ty 1 repayable In 20 equal quarterly lnstalments of73.80 uwes frwn 15.07.2016 to 15.07.2021.

41.57.50.000 3.14.98.WO

AS at 31.03.2014

6.85.57.721 67.79.49.462

A r a t 31.03.2014

Current maturltles

1.20.28.35.040 39,79.26,684

5.50,46.08,823

7,10,53,70,547

(8) External commercial borrowlngr

(I) t 57.58 cnxer 1s repayablein 3 half yearty lnrtalmentr o i l 19.19 <rote3 each from 20.09.2015 to 20.09.2016.

(I!) 7153.97 croter b repayable In 6 hall yearly lnrtalments of7 25.66 owes each from 20.03.2017 to 20.09.2019.

it] t 14.38 crwes li repayable In 6 quarterty lnrtalmentr or t 2.40 crorer each from 01.07.2015 to 01.10.2016.

nv] r 19.17 cmres isrepayable on 1.1.2017.

87.10% 6.60%

AS at 31.03.2014

Non-current portlon

5.73.33.47.295 4.93.35.24.453

10.66.68.71.748

Partlculsro

4, Long-term borrowlngr Secured [Refer note 91 Rupee term loans from bank5 external commerdal boimwlngr BUY~O' Credit -

O.W% 3.0092.000 6.29%

Ar a t 31.01.2015

~ o n - ~ u r r e n t portion

13.06.00.16.018 3.98.55.30.782

-- 17.04,55,46,800

AO at 31.03.2015

Current maturltler

2,00,00,W,WO 47.97.54.925

2.47.97.54.925

1SW PROIECTS LIMITED NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2015

Amount ir

Particulars As at AD at 31.03.2015 31.03.2014

i. Other long-term liabilities I I Advance against BOOT agreement [Refer note 29(rn)(C)] 5.00.00.00.000 3,30.00,00.00~

Total I

Amount In As at Ar a t A* a t A$ at

Particulars 31.03.2015 31.03.2015 31.03.2014 91.03.2014

Non-current portion Current maturities Non-current portion Current maturities i. Long-term pmvidons

Provi$ion for employee benefits [Refer note 91 1.33.83.990 6.95.329 1.11.26.593 6,37,281

I I I I Total 1 1.33.83.990 1 6.95.329 1 1,11,26.593 I 6,37.286

Amount In

Partlc"l.rO As at As at 31.03.2015 31.03.2014

S h o r t term borrowlngo -

Secured Buyers' credit 2,43.54,81,90:

Amount in

Part lcular~ AS at AP at 31.03.2015 31.03.2014

.Trade payabler I I ~ l ic r i , & ? a l l and Medium Enterprises [Refer note 29(u)J I - I Others 10.18.93.630 2,13,58,555

I I Total 1 10,18,93,630 1 2,13,58,555

Amount in

PartlcularO As at As at 31.03.2015 31.03.2014

O t h e r current liabilities I I Current maturities of long-term debt [Refer Note 41 2,47,97,54,925 7,10,53,70.547 Current duer of Long.term Employee benefits [Refer Note 61 6.95.329 6.37,288 Credi to~ for capital expenditure 37.75.51.415 1,50,30,10,3Q5 [Refer note 2%") for dues to Micro, small and Medium Enterprirerl Interest accrued but not due on botrawlngr 2.36.14.543 4.95.93.713 Advance fcom curtomerr 1,44,99,14,399 Statutory llabllitier 26,22,03,513 4,64,28,477 Other payables 9,15,173 8.47.061

Tota l , 3,14,47,34,898 10,15,58,01,793

PartiCularl As at As at 31.03.2015 31.03.2014

). Short-term provblons Pr~vltlon for employee benefits 1,27,83,271 1.36.87.377 Pmvlrlon for tax [Net) I - I 9,37,06,154

he company has commenced Dlrect educe Iron (DRI) Plant dudng the year. 1.2 MTPA DRI Plant, 3.42 MTPA Coke Dry Quenching (CDQ) and 76 MW Csptlve Power Plant (CPP)wlll be Dansfened to ISW Steel Ltd, at the end of the term of the agreement, at a value of 25% of qross bmk value of all contracted arretr.

/ A S S ~ ~ S include GWS ~ i o c r of7 27.77.16.75.5761- (prev~our year t 7,76,g8,05,61~-) mnsbucted on teared land under lease agreements wtth ISW steel ~td., for 39.81 ames d land rltvated at Toranagallv v~t~age, ~ i s t r ~ a ~ei~ary , ~ a m a t a b at an annual rent o f t 100 per

/ 7 3 M PRO3ECTS LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE Y€AR ENDED MARCH 31,2015

11. Fixed assets

ildlng - other than factory Buildlnq - factory Plant and machinery 15.22.13.50.40 1.54.59.88.710 ElecMcal Insellation s Equipment F ~ m i t ~ r e and flxtures

Intangible aace Sothvaie

rota1 (6) Previo~s year

31.26.426 31.26426 31.26.426

8,59,18,04.088 ~ i e v l o u ~ year 4,09,74.12,514 4.49.43.91.574

31,26426 31,26,426 31,26.426

33,91,28,000 8.59.18.04.088 77,16373 33.14.11.028

31.26.426 31,24426 12.38.685

2,016539,794 33.91.28.001 8.25.26.76.087

18.87.741

31.26.426 31,26,426 31.26.426

PartlCU1a.L

12. Capital work-in-progress Openina balance - (A)

Plant and machinev and civil works - (8)

Pre-operative expenses (Pending aiiocation)- (C) Employee benefits expenre Insurance Charger Rent, rater and taxer Legal and praferrlonal charges Travelling expenses (Gal") I Loss on lorelgn exchange nuctuatbo Add: Loss1 (Gain) from trial run activity [Refer note 12.11

Interest and finance charger Interest on long-term banowingr Other bwroning costs Mircelianwur exDenrer

Amount in t A5 at

31.03.2015

~ e s s : o ther incbme Interest received on fixed deposit Profit on sale o f ~ r r e n t investment Total - (C)

Total [A+s+C) Lerr: m o u n t transferred to Rxed arrets Less Intangible arretr under development

)

conve~rloo charger from CDQ I I C~nver lbn charges from DR1

AS at 31.03.2014

Amount In 7

I I Sale of powel

I

(28.09.6801 (5,02.221)

46,08,28.392 20.57.01.67.652 (20,28,75,26,492)

(50.00.000~ 27,76,41,161

Particulars

(1,62,78,104) (14.18.311)

2,94,31.75,396 22,33,50,64,634

(4.35.19.95.809) (50.00.0W~

17.97.80.68.825

Amwnt in?

Pa,tlc"Ia.S A9 a t As at

31.03.2015 31.03.2014

13. Non-current investments (Long-term - fully paid up and valued at cost)

12.1 Revenue oenerated from trial-run activitv 1 1

Ad at 31.03.2015

Less: Steam consumption and operatlon and maintenance expenses Gain I (LOSS) from trial run actlvlty Addl(Ler9) Amount tranrferred to CVllP

Balance carried fonvard

Trade investments Quoted equity sharer:

A$ a t 31.03.2014

I n Others 1SW Steel Ltd.

l o0 shares (Prevlaur Year 100) o f t 10 each

23.15.64.258 1 (38.01.96.208)

Non-trade investments Unquoted equity shares I n Subsidiary

Dolvi Coke Project5 Ltd NIi Sharer (Prevlour Year 50,WO) of t 10 each

(8,18,86,758) 8.18.86.758

1S\V Oiganlcr Private ~ t d 10.000 sharer (prevlour year Nil) o f t 10 each

(1,08,97,823) 1.08.97.823

I n Others ISVI Aluminium Ltd

50.00.000 Sharer (previous year Nil) o f t 10 each

I

Js\V Techno Projects Management Ltd 50 Sharer (previour year Nil) o f t 10 each

JSW PROIECTS LIMITED NOTES TO FINANCIAL STATEMENTS FORTHE YEAR ENDED MARCH 31,2015

I I Total [ 57.07.12.971 1 1.58.89.53.787

Amount In 7

PartI~"1.r.

14. Long-term loans and advancer Unsecured and conrldered good Capital advancer Secuntydeporltr [Refer note 29(d)l Mlnimum alternate tax credit entitlement

Amaunt In t

AS at 31.03.2015

3,37,20,901 2,16,17,566

51.53.74.504

Unsecured and considered good Bank balancer [Refer Note 191

Quoted Investments In mutual fund Reliance 11quld fund - treasury plan - dally dividend option

26,174.659 (Prevlour year nil) units of7 1528.74 each

As at 31.03.2014

1.32.06.08.152 2.16.67.566

24.66.78.069

AS at 31.03.2014

PartiCularO

13.12.00.001

Amount 1"

I HDFC Uquld Fund - Dlvldend - Dally Relnvert 39.23.491.521 (Prevlour year nil) units of 7 10.1982 each

15. Other non current assets 1 I

AD at 31.03.2015

Total L 13.12.00.001 1

Particulars

16. Current lnvertmentr

As a t 31.03.2015

Unquoted InYeStment. In debentures ISw Techno Projects Management Ltd.

207 (Previous year 207) 9% Non-Convertible Debentures of 7 1.00,00,000 each

As at 31.03.2014

Lerr: Transferred to cash and cash equivalents [Refer Note 191 Total

Aggregate amount of Debeoturer (at cost) Aggregate amount of Elutual fund (at repurchase price)

2.07.00.00.000

Amount In ?.

2.07.00.00.000

2,15,00,26,798 (8.00.26.798)

2,07,00,00,000 2,07,00,00,000

8.00,26,798

Amount In 7

Cash and carh equiva1ent.l Balancer wi th banks

In current accounts In term deposits with matunty less than three months since Inception

2,07,00,00,000

2,07,00,00,000 2,07,00,00,000

As a t 31.03.2014

19.94.77.180

19,94,77,180

Particulars

17. I nven to r le~ starer and sparer [Refer note 1 (1.3) for mode ofvaluatlon]

Total

Particulars

Short-term highly liquid lnvertmentr [Refer note 161 Cash m hand

Ao a t 31.03.2015

27,41,03,189

27,41,03,189

As a t 31.03.2014

Part1c"l.r~

18. Trade receivables Outrtanding for a period exceedlog six months from the date they are due for payment Others [Refer note no 29 (m)(C))

AS a t 31.03.2015

1 Other bank balances I

AS a t 31.03.2015

76.53.85.861

19. Cash and bank balances

tn term deparitr with matudty more than bielve months rioce inception Lerr: Transferred to Other non N r r m t arretr [Refer Mote 151

ISW PROJECTS LIMITED

e l h e loaor and advancer have been given to Real Cam Reality Private Umited for burinerr purposes and it$ repayable within a year, bearing interest rate @ 12.5094 p.a.

Amo~ot in t

Particulars

20. Short-term loans and advances Unsecured and considered good Loan to a related party [Refer note 29(m)(C)1' Sublcription made in preference sharer [Refer note 29(m)(C)1 Advance to vendors Advance tax (Ilet) lndlred tax balancer/recoverable~/cceditr Prepayments and others

Amount in t

As at 31.03.2015

38,OO.OO.OW 27.50.00.000 37.60.60.327 19,42,22.757 38,00.23,734

1,64.13.189

Particulsrs

21. Other current assets Interest receivable [Refer note 29(m)J Other arretr

As at 31.03.2014

38,00,00,WO

17.38.03.097

1.12.55.68.329 49.80,860

Total 1.62.17.20.007 1.68.43.52.286

As at 31.03.2015

5.22.73.659 1,70,424

As at 31.03.2014

4.92.63.256 1,70,424


29. OTHER NOTES

a) Contingent liabilities not provided for in respect of : Current year: Nil (Previous year: Nil)

b) Capital commitments: Estimated amount o f contracts remaining to be executed on capital account and not provided for (net of advances) 3 57,35,86,608 (Previous year T 143,68,30,118)

c) During the year the company has commissioned 1.2 MTPA Direct Reduce Iron (DRI) Plant for JSW Steel Ltd (JSWSL) at Vijayanagar. The CPP, CDQ (commissioned last year) and DRI plants are on Built Own Operate and Transfer (BOOT) basis. Pursuant to terms of BOOT Agreement, during the year, the company has received an advance of T 1,70,00,00,000 (previous year T 85,00,00,000) from JSW Steel Ltd, against transfer of assets (facility) upon expiry of term or premature termination of agreement. The advance will be adjusted against transfer value of the facility.

d) The Company has entered into lease agreement with ISW Steel Ltd., for 39.81 acres (Previous year 39.81 acres) of land situated at Kurekupaa Village. As per the term of lease deed, the Company has paid refundable security deposit of f 5,00,000 per acre (Total amount f 1,99,05,000). An annual lease rental o f f 100 per acre of land is payable in advance on the first day of April each year. [Refer note 29 (m)(C)]

e) The fixed assets consisting of 1.2 MTPA Direct Reduce Iron (DRI) Plant, 3.42 MTPA Coke Dry Quenching (CDQ) Plant and 76 MW Captive Power Plant has been constructed as per BOOT agreement with JSW Steel Limited, Which is due to expire on March 31, 2023,

f) Pursuant to the Companies act 2013(the Act) being effective from April 01, 2014, the Company has revised the depreciation rates on certain assets as per the useful life specified in "Part C" o f schedule I1 of the Act. Had the company continued to follow earlier useful life's, depreciation would have been lesser by 3 70,37,44,677. Consequently, profits would have been higher by the respective amount.

g) During the year, the company has entered into a put option agreement with the Trustees of Debenture Holders and call and put option agreement with the equity investors of Dolvi Minerals and Metals Private Limited (DMMPL), a Company mainly engaged in the business of trading of metallic and non-metallic minerals. I n case put option is exercised either by Debenture Trustee or by Equity investors, ISW projects will have to invest the amount in DMMPL as under on due date:

f 700 crores plus 12.50% interest compounded annually towards investments in secured Debentures on October 2019 and 3 60 crores plus 16.00% interest compounded annually towards investments in Equity on February 2019. The Equity investors have the option to extend the put option for further period of 24 months.

h) The Company is yet to receive balance confirmations In respect of certain trade payable, other payable, trade receivable, other receivable and loan and advances. The Management does not expect any material difference affecting the current year's financial statements due to the same.

I ) I n the opinion of the Management, ail the assets other than Fixed Assets and Non-Current Investments have a value on realization in the ordinary course of business, a t least equal to the amount at which they are stated in the Balance Sheet. Provision for depreciation and all known liabilities is adequate and not in excess of what Is required.

j) Derivatives:- The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations for highly probable forecast transactions. The use of foreign currency

tracts is governed by the company strategy approved by the Board of Directors, which ciples on the use of such forward contracts consistent with the Company's Risk

The forward Exchange contracts entered into by the company and outstanding are as under:

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

INR equivalent (Crores)

Nil

US$ equivalent (Million)

Nil

Particulars

a. Creditors for capital

Type As a t

31.03.2015

expenditure b. External commercial

borrowings for capital

commercial borrowings I I rl Rttverl< rredit I Nil I Nil I Nil I Nil

* - -. 32

No. of Contracts

Nil

expenditure I I I I

-. --,-' - I I I I

e. Interest accrued but I Nil I Nil I Nil I Nil

A 4 A 7 0

Buy

Amount in f INR

equivalent

Nil

Foreign currency Equivalent

3,47,90,000

1 not due on buyer's I I I I I

31.03.2014

30,15,892

J PY

Nil

EURO

Nil

3,38,00,001

Nil

USD

Nil

44,605 c. Interest accrued but not due on external

credit

Nil

3,317

I I I

Particulars

a. Creditors for capital

4,46,52,85,706

As at 31.03.2014

expenditure I I I I

expenditcre c. Interest accrued but

not due on external

not due on buyer's credit

Amount in 4 INR

equivalent

1,11,07,89,998


5,33,14,51,137

commercial borrowings d. Buyer's credit e, Interest accrued but

k) Employee benefits

Nil

3,31,318

i) Defined contribution plans:

JPY

55,634

EURO

1,11,20,812

3,99,33,334 b. External commercial borrowings for capital

5,96,62,897 1,63,042

Company's contribution to provident fund f 20,63,933 (Previous year f 26,67,134) Company's contribution to pension fund f 78,709 (Previous year f 3,20,032)

USD

54,78;982

3,55,00,000

51,700

2,29,18,999 71,508

Nil 3,04,66,262

2,78,07,41,500 23,22,724

7,94,00,90,726 1,91,27,451

ii) Defined benefit plans - Gratuity (Non-funded):

Amount i n

Particulars

a) Liability recognized i n the balance sheet: i) Present value of obligation:

Opening balance Service cost Interest cost Actuarial (gain)/loss on obligation Liability transferred in Benefits paid Closing balance

i Fair value o f plan assets: - Opening balance

Expected return on plan assets less loss on investments Actuarial gain / (loss) on plan assets Employers' contribution Benefits paid Closing balance

Amount recognized i n the balance sheet (i-ii)

b) Expenses during the year ( included in note 25 employee benefits expense) Service cost Interest cost Ex~ected return on plan assets

c) Principal actuarial assumptions: Rate of discounting Rate of increase in salaries Attrition rate

- -

- -

90,19,201

Actuarial (gain)/loss Total

I n assessing the Company's post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the Indian Assured Lives Mortality (2006-08) Ultimate.

- -

- -

- 71,75,033

7,03,690 6,67,996

I) Segment reporting:

6,59,180 4,68,722

- 5,63,382

19,35,068

The company is primarily engaged in manufacture/job work of coke and direct reduced iron (intermediate inputs for production of Iron & Steel). CPP is primarily set up for generating captive power for DRI and not for commercial sale. Considering this fact, there is no separate reportable segments (business and/ or geographical) in accordance with the requirements of Accounting Standard 17 - 'Segment Reporting' is identified.

20,47,660 31,75,562

m) Related parties disclosure as per Accounting Standard 18

A) List o f related parties

2. Subsidiary company JSW Organics Private Ltd. (From January 27, 2015) Dolvi Coke Projects Ltd. (Up to May 31, 2014)

3. Fellow subsidiary JSW Cement Ltd. South West Mining Ltd.

4. Key management personnel Mr. Anil Kumar Singh (Whole time director) (Up to December 24, 2014) Mr. S.P. Singh (Whole time director) (From December 24, 2014) Mr. Bhushan Prasad (Chief Financial Officer) Mr. ~ a v e e n Rawat (Company Secretary)

5. Enterprises where significant influence exists: JSW Steel Ltd. JSW Techno Projects Management Ltd. ]Soft Solutions Ltd. Real Com Reality Private Ltd.

Amount in 4

Particulars

1,04,30,00,000

Scrap sales JSW Steel Ltd, Remuneration to key management personnel S.P.Singh (with effect from Aug 1, 2014) Anil Kumar Singh (up to May 31, 2014) Bhushan Prasad

39,03,174

46,75,584 37,18,032 54,08,547

40,24,680

- 25,62,232 47,04,052

Amount i n 7 Pledge fees payable JSW Investments Private Ltd. Reimbursement of expenses incurred on our behalf by ISW Investments Private Ltd. JSW Steel Ltd. SHIS license fees JSW Steel Ltd. CENVAT credit transferred JSW Steel Ltd,

Amount in 7

18,59,614

Interest income JSW Techno Projects Management Ltd. Real Com Reality Private Ltd. Lease rent paid JSW Steel Ltd.

12,31,321

- 3,93,55,089

53,09,699

6,69,655

1,81,507 3,08,14,501

15,98,78,995

46,65,832

18,63,00,000 4,75,00,000

2,983

C) Closing balances

18,63,00,000 4,75,00,000

3,980

Particulars

Creditors for capital expenditure JSW Steel Ltd. Cenvat recoverable from JSW Steel Ltd. JSW Cements Ltd. South West Mining Ltd. JSW Techno Projects Management Ltd. Capital advance given JSW Techno Projects Management Ltd. Revenue advance given JSW Techno Projects Management Ltd. JSW Steel Ltd. Revenue advance received JSW Steel Ltd. Trade receivable(Net) JSW Steel Ltd. Advance received against BOOT agreement

debentures JSW Techno Projects Management Ltd.

AS a t 31.03.2015

- -

-

34,49,12,201 10,53,08,718

-

76,53,85,861

Loan given Real Com Reality Private Ltd. Interest receivable on loan and debentures JSW Techno Project Management Ltd. Real Com Reality Private Ltd. Security deposit for lease hold land JSW Steel Ltd. Subscription in Preference Shares JSW Techno Projects Management Ltd.

As a t 31.03.2014

24,56,91,360 -

78,57,170 2,13,24,948 -

10,30,56,745

17,38,03,097 -

1,41,51,93,563

-

JSW Steel Ltd.

2,07,00,00,000

Trade/other payables JSW Techno Projects Management Ltd. JSW Investments Private Ltd. JSW Steel Ltd. Investments in 9% Non-Convertible

2,07,00,00,000

38,00,00,000

62,77,291 4,27,50,000

1,99,05,000

27,50,00,000

38,00,00,000

62,77,291 4,27,50,000

1,99,05,000

-

- - -

12,45,161 -

n) Operating lease:

Lease rentals charged t o statement of prof i t and loss for r ight t o use following asset are:

Amount i n t

Particulars 1 end':d':1:!g:;15 1 ended Forthe 11.03.2014 year 1

Future minimum rentals payable under non-cancellable operating leases are as follows:-

I I Leasehold land

o) Earnings per share (EPS):

2,983 1 87,03,980

Amount i n ?

Particulars

Particulars

Within one year After one year but not more than five years More than five years

Fbr the year For the year ended 31.03.2015 ended 31.03.2014

Total 2,983 1 87,03,980

For the year ended 31.03.2015

3,980 15,920 15,920

Remuneration t o the auditors:


3,980 15,920 15,920

Net Profit attributable to equity shareholders (f)

Weighted average number of equity shares (Nos.) Face value per share ( t ) Earnings per share - Basic & Diluted (7)

q) Provision for taxation and deferred tax

83,69,59,940

46,96,27,945 10

1.78

Amount in 7

fi) provision for taxation includes:

67,79,49,462

23,89,96,746 10

2.84

Particulars

Statutory audit fee Tax audit fee Other services (certification fees) Out of pocket expenses Total

. , Amount in 7


6,25,000 75,000 15,000 52,372

7,67,372

For the year ended

31.03.2014 6,00,000

50,000 40,000 43,036

7,33,036

(ii) Deferred tax:

The Company has carried forward tax losses. Deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. During the year, the Company based on take or pay agreement for CDQ and job work agreement for DRI with JSW Steel Ltd has recognized deferred tax assets on account of carried forward tax losses amounting to 9 2,33,67,09,620 (previous year f 89,25,50,741). The net deferred tax lliability recognized in books is f 85,77,16,451 (previous year? 40,37,54,228).

The comDonents o f deferred tax are given hereunder: -

Particulars

Amount i n 7

r) Corporate Social Responsibility expenditure

As at - 4 A- ..-.a F I JI .UJ.LULJ

Deferred tax liabil ity comprises o f t iming differences on account o f Difference between book balance and tax balance of fixed assets Deferred tax asset comprises o f t iming differences on account o f Expenses allowable on payment basis u/s 438

Business loss / unabsorbed deoreciation

I n terms of provisions of Section 135 of the Companies Act, 2013, the company has incurred expenditure towards Corporate Social Responsibility as under:

As at 31.03.2014

i. Gross amount of f 76,82,480/- required to be spent by the company during the financial year 2014-15.

(3,19,92,98,642)

48,72,571

2,33,67,09,620

(1,30,03,03,512)

39,98,543

89,25,50,741

I i n cash I Special newborn care unit (SNCU) I 81,01,386 1 - 81,01,386

ii. Amount spent during the year on: Amount in 3

s) C.I.F. value and expenditure i n foreign currency

1 Particulars

(i) C.I.F. value o f imoorts:

I n cash 1 Yet t o b e paid 1 Total

I Total 1 121,97,44,503 1 5,66,78,11,234 1

. , ~ ~

Amount in 7

(ii) Expenditure in foreign currency: Amount in ?

Particulars

Particulars

Capital goods Stores and spares

For the Year ended

31.03.2015 11,417,12,841

7,80,31,662


5,54,50,62,394 12,27,48,840

t) Value of consumption of directly imported and indigenously obtained stores and spares (revenue)

u) Disclosure pertaining t o micro, small and medium enterprises:

Amount in t

Disclosure of pertaining to micro, small and medium enterprises is based on the Information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". This information has been relied upon by the auditors.

Particulars

Imported Indigenous Total

Amount overdue as on 31st March, 2015 to micro, small and medium enterprises is on account of principal amount together with interest.

The previous year figures have been re-classifiedlre-grouped to conform to current year's classification.

For the Year ended

31.03.2015 4,95,46,054

19,44,10,784 24,39,56,838

For and on behalf of the Bo r d o f Directors 7

For the year ended

31.03.2014 Nil

69,00,372 69,00,372

Vineet Agrawal Shankar Pratap Singh Director Director DIN: 02027288 DIN: 07053299

Company Secretary ~ h i d f Financial Officer M. NO. 23256 Place: Mumbai Date: 17/06/2015

Shah Gupta & Co.

38, Bombay Mutual Building, Tel. : +91(22) 2262 JOOO 2"1 Floor, Dr. D. N. Road, Fort, Email : [email protected] Mumbai - 400 001. Web : www.shahgupta.com

C h a r t e r e d A c c o u n t a n t s

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF JSW Projects Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of JSW Projects Limited (hereinafter referred to as "the Holding Company") and its subsidiary (the Holding Company and *its subsidiary together referred to as 'the Group"), which comprise the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements").

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated financial

performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of directors included in the group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for purpose of preparation of the consolidated financial statements by the Directors of the tlelding Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our

audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conduct our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error. I n making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. ,%

We believe that the audit evidence obtained by ua is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2015, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, the order is not

applicable to the Subsidiary Company, hence based on the comments in the Auditors' Report of the Holding Company, we give in the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order, t o the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

+. (a) We have sought and, obtained all the information and explanations whic'h to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) I n our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our

examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the

relevant books of account.

(d) I n our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of its subsidiary, none of the Directors of the Group companies is disqualified as on March 31, 2015 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

i) There were no pending litigations which would impact the consolidated financial position of

the Group,

ii) The Group did not have any outstanding long-term contracts including derivative contracts as at March 31, 2015 for which there were any material foreseeable losses;

iii) The Group is not required to transfer any amount to the Investor Education and Protection Fund.

For SHAH GUPTA & CO., Chartered Accountants Ftrm Realstratlon.No,: 109574W

Partner M. No.37606

Place: Mumbai Date : June 17, 2015

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Holding Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification ,.

(ii) (a) The inventories have been physically verified during the year dy the management of the Holding Company. I n oui- opinion, the frequency of verification is reasonable.

(b) I n our opinion and to the information and explanation given to us, the procedures of physical verification of inventories followed by the management of the Holding Company are reasonable and adequate in relation to the size and the nature of its business.

(c) The Holding Company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records were not material.

(iii) (a) The Holding Company has granted loans to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013. The borrower has been regular in the payment of the interest as stipulated. As explained to us loans are repayable on demand. Therefore question of our commenting on receipt of the principal amounton regular basis does not arise.

(b) There are no overdue amounts of more than Rs. one lakh in respect of the loan granted to the bodies corporate listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) I n our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased are of special nature and suitable alternative sources do not exist for obtaining comparative quotations there is an adequate internal control system commensurate with the size of the Holding Company and the nature of its business for the purchase of fixed assets, purchase of inventory and sale of goods. The activities of the Holding ~ o m E n y do not involve sale of services. During the course of our audit, no major continuing weakness was noticed in the internal control system.

(v) The Holding Company has not accepted any deposits from the public.

(vi) I n our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased are of special nature and suitable alternative sources do not exist for obtaining comparative quotations there is an adequate internal control system commensurate with the size of the Holding Company and the nature of its business for the purchase of fixed assets, purchase of inventory and the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(vii) (a) According to the information and explanations given to us, the Holding Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues with appropriate authorities applicable to it.

According to the information and explanations given to us, no undisputed amounts payable were outstanding, as at the year end, for a period of more than six months from the date they become payable.

(b) According to the records of the Holding Company, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

(c) There is no amount required to be transferred to investor education and protection fund,,

(viii) On a consolidated basis, the Holding company and its subsidiaries have no accumulated iosses as at the end of the financial year and have not incurred cash losses in the current year and in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Holding Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

(x) According to the information and explanations given to us, the Holding Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) On the basis of review of utilization of funds, the related information and explanation made available to us, term loans raised by the Holding Company have been utilized for the purpose for which the same were obtained.

(xii) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management the Holding company we report that no material fraud on or by each Company has been noticed or reported during the course of audit.

For SHAH GUPTA & CO., Chartered Accountants Firm Registration No.: 109574W

Partner M. No.37606 I

Place: Mumbai Date : June 17, 2015

JSW PROJECTS LIMITED CONSOLIDATED BALANCE SHEET AS AT MARCH 31,2015

(2) Non-current llabllltles (a) Long-term borrowlngs (b) Deferred tax llabillties (Net) (c) Other long-term llabllitles (d) Long-term provl5lons

Amount In t

(3) Current l labll lt les (a) Short term borrowings (b) Trade payables (c) Other current llablllties (d) Short-term provisions

(11) ASSETS

As a t 31.03.2014

4,36,00,00,000 74,65,07,183

5,10,65,07,183

(1) Non-current assets (a) Fixed assets

(I) Tangible assets (11) Intangible assets (Ill) Capital work-In-progress (lv) Intangible assets under development

AS a t 31.03.2015

4,77,30,00,000 1,58,34,51,693

6,35,64,51,693

Particulars

(I) EQUITY AND LIABILITIES

(1) Shareholders' funds (a) Share capital (b) Reserves and surplus

TOTAL

Note No.

2 3

(b) Goodwill on consolldatlon (c) Non-current Investments (d) Long-term loans and advances (e) Other non current assets

(2) Current assets (a) Current Investments (b) lnventorles (c) Trade recelvables (d) Cash and bank balances (e) Short-term loans and advances ( f ) Other current assets

TOTAL

Significant accounting pollcles and other notes

The accompanilng notes are an Integral part o f the financial statements

As per our attached report of even Date For Shah Gupta & Co. For and on behalf o f the Boa

Chartered Accountants

C o, .CJ-d

Vlneet Agrawal Shankar Pratap Slngh Director Director

M. No. 37606 DIN: 02027288 DIN: 07053299

Place: Mumbal Place: Mumbal

Date: 17/06/2015 Date: 17/06/2015

13 14 15

16 17 18 19 20 21

1 & 29

75,517 5,00,88,624 57,07,12,971 13,12,00,001

27,60,77,73,059

2,07,00,00,000 27,41,03,189 76,53,85,861 14,10,99,140

1,62,17,20,007 5.24,44,083

4,92,47,52,281

32,53,25,25,340

5,88,124 1,58,89,53,787

27,82,52,86,823

2,07,00,00,00C 19,94,77,18C

37,97,45,565 1,68,43,52,28€

4,94,33,68C 4,38,30,08,711

32,20,82,95,534

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31,2015

(1) Revenue from operations (11) Other income (111) Total Income ( I t I I )

(IV) Expenses: Operation and maintenance charges Employee benefits expense Finance costs Depreciation and amortisation expense Other expenses Total Expenses

(V) Profit before tax (111-IV) 1,29,09,06,733 1,09,21,60,911

(VI) Tax expense (i) Current tax (ii) Deferred tax (iii) MAT credit entitlement Total tax expenses

(VII) Profit for the year (V-VI)

Earning per Equity share: Basic &di luted

The accompanying notes are an integral part of the financial statements

AS per our attached reDort of even Date For and on behalf of the Board of Directors

Vineet Agrawal

DIN: 02027288 DIN: 07053299

M. No. 23256

CONSOLIDATED CASH F AR ENDED MARCH 31,2015

Particulars 31.03.2015 31.03.2014

A. CASH FLOWS FROM OPERATING ACTIVITIES: NET PROFIT BEFORE TAX 1,29,09,06,733 1,09,21,60,911 Adjustment for: Depreciation and amortization Dividend income Interest income (25,55,70,327) Interest expenses 1,11,63,49,551 Unreallsed forex (gain)/loss Share issue expenses Operating prof i t before working capital changes 3,39,03,69,236 1,32,00,96,512

Movements i n working capital: (Increase)/ Decrease in inventories (Increase) I Decrease in loans and advances* (Increase)/ Decrease in other assets* (76,53,85,861)

Increase / (Decrease) in liabilities* (1,83,98,97,657) (1.66.84.34.044) Increase I (Decrease) in provisions*

Cash f low before taxat ion Direct taxes paid (net of refund) (36,24,02,588)

NET CASH GENERATED I N OPERATING ACTIVITIES 41,21,50,731 (1,33,38,13,841)

8. CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditure on fixed assets including capital advances (1,02,00,75,577) (7,17,41,93,669) Investment in subsidiaries Goodwill on consolidation Investment in fixed deposit (13,12,00,001) Dividend income interest received 25,25,59,924 NET CASH USED I N INVESTING ACTIVITIES (93,86,32,961) (6,89,55,86,484)

C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of share capital (net of share issue expenses) Repayment of short-term borrowings Proceeds from long-term borrowings

Advance received from related party NET CASH GENERATED FROM FINANCING ACTIVITIES

NET INCREASE/(DECREASE) I N CASH AND CASH EQUIVALENTS (A+ B+C) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OFTHE YEAR (Refer Note 19)

The Cash Flow Statement is prepared by the indirect method set out in Accounting Standard 3 on Cash Flow Statements and presents the cash

AS per our attached report of even Date For Shah Gupta & Co.

Vineet Agrawal Shankar Pratap 5ingh

DIN: 02027288 DIN: 07053299

Company Secretary M. No. 23256 Place: Mumbai


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31'' MARCH, 2015

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 General Information

The financial statements o f the following subsidiaries have been consolidated as per Accounting Standards 21 "Consolidated Financial Statements" as notified by the Companies (Accounting Standards) Rules, 2006:

Name of Subsidiary Country of incorporati

on

Proportion of

Ownership Interest

(Previous year)

Proportion of

Ownershi p Interest (Current

vear) I I

Nature of operations

NA I Chemical business 100% JSW Organics Private

Limited

(FORMERLY KNOWN AS ISW WATER

RESOURCES PRIVATE LIMITED)

India

1.2 Basis of Accounting and preparation of consolidated financial statements

The consolidated financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the Accounting Standards notified under section 133 of the Companies Act, 2013 ("the 2013 Act) read together with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of Company Act, 2013, as applicable. The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in previous years unless stated otherwise.

1.3 Principles of Consolidation

The subsidiaries are consolidated on line-by-line basis in accordance with Accounting Standard 21 on "Consolidated Financial Statements". Interest of the minority shareholders in the subsidiaries profits or losses and net worth is displayed separately in the consolidated financial statements. Inter-Company transactions and balances are eliminated on consolidation,

For the purpose of consolidation, the financial statements of the Subsidiaries are drawn upto 3 1 March, 2015 which is the reporting period of the Company.

The excess of the cost of investment in Subsidiary Companies over the parent's' portion of equity is recognized in the financial statements as goodwill. When the cost to the parent of its investment in Subsidiary Companies is less than th'e parent's portion of equity, the difference is

in the financial statements as Capital Reserve.

Minority interest in the net assets of consolidated subsidiaries consists of:

i. The amount of equity attributable to minorities at the date the parent-subsidiary relationship came into existence and

ii. The minorities share of movement in equity since the date the parent-subsidiary relationship came into existence.

Minority interest's share of net profit/loss of consolidated subsidiaries is identified and adjusted against the profit of the Group. Minority interest's share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet separately from liabilities and equity of the Parent Company's shareholders.

1.4 Uniform accounting policies

The Consolidated financial statement of JSW Projects and its subsidiary company has been prepared using uniform accounting policies for like transaction and other events in similar circumstances.

1.5 Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates and difference between actual results and estimates are recognized in the periods in which the results are known/ materialized.

1.6 Inventories

Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined by the weighted average cost method.

1.7 Tangible Assets

Fixed Assets are stated at their cost of acquisition less accumulated depreciation and impairment losses. Cost comprises of all costs incurred to bring the assets to their location and working condition up to the date the assets are put to use.

Expenditure incurred during construction period: Apart from costs related directly to the construction of an asset, indirect expenses incurred up to the date of commencement of commercial production which are incidental and related to construction are capitalized as part of the construction cost. Income, i f any, earned during the construction period is deducted from the indirect costs.

1.8 Intangible Assets

Intangible assets are recognised only when i t is probable that the future economic benefits that are attributable to the assets will flow to the Company and the cost of the assets can be measured reliably, Intangible assets are stated at cost less accumulated amortisation and

1.9 Depreciation and Amortization

i) Depreciation on Fixed Assets has been provided on straight line basis at the rates and in the manner laid down in Schedule I1 of the Companies Act, 2013, except for the fixed assets which are capitalized as per the BOOT agreement will be amortized over the BOOT period or over useful life determined on the basis of technical assessment, whichever is less.

ii) I n respect of additions/extensions forming an integral part of existing assets and adjustment to Fixed Assets on account of exchange differences, depreciation has been provided over residual life of the respective fixed assets.

1.10 Impairment of assets

An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

1.11 Revenue Recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection. Revenue from service rendered is recognized at the time of completion of the services rendered, when all significant contractual obligations have been satisfied and the service is duly completed. Revenue from operation includes income from services, service tax and is net of Value Added Tax and sales tax recovered. Interest income is recognised on a time proportion basis. Dividend is considered when the right to receive is established

1.12 Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction,

Monetary foreign currency assets and liabilities (monetary items) are reported at the exchange rate prevailing on the balance sheet date. Exchange differences relating to long-term monetary items, arising during the year, in so far as they relate to the acquisition of a depreciable capital asset are added toldeducted from the cost of the asset and depreciated over the balance life of the asset.

All other exchange differences are dealt with in the statement of profit and loss.

Non-monetary items such as investments are carried at historical cost using the exchange rates on the date of the transaction- also refer note l (14).

1.13 Financial Hedging Transactions

I n respect of forward contracts, gains / losses on settlement and losses on restatements are recognized in statement of profit and loss except in case where they relate to the acquisition or construction of fixed assets, in which case they are adjusted to the carrying cost of such assets

1.14 Investments

Investments are classified as current or long-term in accordance with Accounting Standard - 13 on "Accounting for Investments". Investments which are intended to be held for one year or more are classified as long term investments and investments which are intended to be held for

ear are classified as current investments.

estments are stated a t cost. Provision is made for diminution other than temporary such investments.

Current investments are carried at lower of cost or fair value. The comparison of cost and fair value is done separately in respect of each category of investment. I n case of investments in mutual funds, the net asset value of units declared by the mutual funds is considered as the fair value. Any reduction in the carrying amount and any reversals of such reductions are charged or credited in the statement of profit and loss.

1.15 Employee Benefits

Employee benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined contribution plans such as provident and other funds, which fall due for payment within a period of twelve months after rendering service, are charged as expense to the statement of profit and loss in the period in which the service is rendered or as and when they are incurred.

Employee benefits under defined benefit plans, such as compensated absences and gratuity which fall due for payment after a period of twelve months from rendering service or after completion of employment, are measured by the projected unit cost method, on the basis of actuarial valuations carried out by third party actuaries at each balance sheet date. The Company's obligations recognized in the balance sheet represent the present value of obligations as reduced by the fair value of plan assets, wherever applicable.

Actuarial gains and losses are recognized immediately in the statement of profit and loss.

1.16 Borrowing Costs

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Profit and Loss Statement in the period in which they are incurred.

1.17 Leases

Operating Leases: Rentals are expensed on a straight line basis with reference to the lease terms and other considerations.

1.18 Earnings Per Share

The Company reports basic and diluted earnings per share ("EPS") in accordance with Accounting Standard 20 on "Earnings per Share". Basic EPS is computed by dividing the net profit or loss after tax for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year by the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except where the results are anti-dilutive.

1.19 Income taxes

Tax expenses comprises of current and deferred tax.

Current tax is measured at the amount expected to be paid to / recovered from the revenue authorities, using the applicable tax rates and tax laws. Minimum Alternate Tax (MAT) credit entitlement avaiiable under the provisions of Section 115 JAA of the Income Tax Act, 1961 is recognized to the extent that the credit will be avaiiable for discharge of future normal tax

" liability.

effect of the timing differences that result between taxable income and accounting and are capable of reversal in one or more subsequent periods are recorded as a tax asset or a deferred tax liability. They are measured using the substantively enacted and tax laws as on the balance sheet date. Deferred tax assets are recognised only

when there is a reasonable certainty that sufficient future taxable income will be available against which they will be realised. Where there is a carry forward of losses or unabsorbed depreciation, deferred tax assets are recognised only i f there is a virtual certainty supported by convincing evidence of availability of taxable income against which such deferred tax assets can be realised in future.

The carrying amount of MAT credit and deferred tax assets a t each balance sheet date is reduced to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which the assets can be realized.

1.20 Provision, Contingent liabilities, Contingent Assets and Commitments

A provision is recognised when there is a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Contingent liabilities are not recognised; but disclosed unless the probability of an outflow of resources is remote. Contingent Assets are neither recognised nor disclosed.

I S W PROJECTS LIMITED NOTES TO CONSOLIDATE0 FINANCIALSTATEMENTS FORTHE YEAR ENDED MARCH 31.2015

Islued, subscribed and fully pald up capltal 47.73,W.WO (Prevlwr Year 43.M),W.000) equity sharer of t 10 each

Amwnt i n t

Partbulars

2. Share vp l ta l Authorlsed capital 55,oO.w,W (Prevbur year 45.0o.W.WO) equity sharer d 7 10 each

~ ; ~ - ~ I n G l n e ) e ~ ~ I ' 1 . I . . . . ; ~ < ~ ~ ~ ~ ~ ~ ~ J O~tslandlno at the end of tho year 47 73._00,000 4,7? 30 00 000 43L60,00,000 4 36 00 00 000

2.1 ~econdltatlon of the number of rharer outstanding at the beglnnlng and at the end of the year

A9 at 31.03.2015

s.50.00.00.000

Equltylhlrll

Ar at 31.03.2014

4.50.00.00.000

AS at31.03.2015 As at 31.03.2014 No. of Shares I Amount I No.ofSh8res I Amount

2.3 sharer held by holding company

-. . . . . . .

surp~,r/(oefldt) in tho rlatcment of prom and loss 83 3°C" dI in0 h+ r n ng of ine )ear

~hare rou l r l and i~ at the bealnnlna d the "ear I 43.w.w.WO I 4.36.W.00.000 I 30.42.00,WO I 3.04.20.W.0W

PartbYiar*

2.4 olrclorureof shareholders holdlng more than 5% ofthe aaregaterhares In the Company

As at 31.03.2015 1 As at 31.03.1014 NO. 01 Shares I Amount I No.ofShares I Amount

Partlculals

4.1 Oetallr of recuuity: I r - . , r e ream oar,. ana externa cominea.ai&,rol nqr aro r ~ l r e a b, rrrt m,tpaqe am charger 01 a I mma,ab e llOm IS.', Stee' LtO . Wth wesent and i.iure

JSLV lnvertmenb ~dvate ~imlted I 41.57.50.WO 1 4.15.75.00,OW 1 40.84.50.WO 1 4.08,45.W.000

Ar at31.03.2015 AS at 31.03.2014 NO. of rharer I % o f Hotdlng I No. of rharer I %o f Holdln9

h u n t in t

I 1 23.86.50.000 eqviry shares (previous year 13.08.W.OW sharer) ~(ISYI ~ m j m are pledged in favour N lenders I I 4.2 Terms of Repayment;

(A) Rupee term loans from banks

(I) 7 2w.m m e r term 1-0 facility ir repayable in 4 equal quarterly lnrtalmenll or r5O.W crorer from 30.06.2015 to 31.03.2016,

1111 7 160.00 tmer term loan facility is repayable in 4 equal quarterly lnrtalmentr of740.00 <corer from 30.06.2016 to 31.03.2017.

I1111 t l l0.W morer term loan radllty 1 repayable In 4 equal quarterly Instalmen8 of727.50 mores from 30.06.2017 to 31.03.2018.

IIYI 1140.00 crwer term mn fatility 1s repayable In 4 equal quartem. lnntalmenll 01735.00 motes from 30.06.2018 to 31.03.2019.

(Y) 1180.00 mmer term ! a n radiity 1 repayable in 4 equal quarterly lnrtatments of745.w more l r m 30.06.2019 to 31.03.2020.

(vll t 3w.oocrorer term loan facility b repayable I" 4 equal quarterly inrtalmen~ o f t 7 5 . ~ mmes l r m 30.06.2020 to 31.03.2021.

IvIII 7 340.04 morer term loan facility b repayable In 4 equal quarterly initalmenlloft85.00 crmes from 30.06.2021 to 31.03.2022.

lvliil 7 76.00 cmres term loan radlity Is recayable In 20 equal quartem lnrtalmentr M 73.80 crwer from 15.07.2016 to 15.07.2021.

~artlculars

4. Lonvterm borrowlngr secvred [Refernote91 Rupee term loans from banb Enemal commercial Mimwlngr ~werr' medtt

(8) External commer~lal borrowtngr

(I) t 57.58 C~MS 1s repayable In 3 half yeally lnitalmentr o f t 19.19 mmer each from 20.09.2015 to 20.09.2016.

(ti) 1153.97 mores ir repayable lo 6 half yearly lnrtalmentr of7 25.66 uorer each from 20.03.2017 to 20.09.2019.

(ill) 114.38 mores is repayable in 6 quarteriy lnrtalmentr o f t 2.40 uwer each from 01.07.2015 to 01.10.2016.

(N)? 19.17 croter is repayable on 1.1.2017.

93.68% 6.31% 0.00%

As at 31.03.2014

NO"-current portion

5.73.33.47.295 4.93.35.24.453

UZ15d22 uwer Is repayable in 6 lnrtalmentr of 79.59 crorer each dated 01.04.2017.01.10.2017. 01.04.2018.01.10.2018. 01.04.2019 and 01.10.2019.

15W lnvertmentr Private Umited J5W L ~ B U C C rnf rast r~~f~re Private Umlted 15W ~echrm ~ ro l& Mansoement ~ t d

A5 at 31.03.2014

current maturities

1.20.28.35.040 39,79,26.684

5.50.46.08.823

AS at 31.03.2015

NO"-current portion

13.06,W.16.018 3.98.55.30.782

87.10% 6.60% 6.29%

41.57.50.W 3.14.98.WO 3.00.02.WO

AP at 31.03.2015

current maturltles

2.00.00.00.000 47.97.54.925

, 40.84.50.WO 2.75.W.W

I 15W PROIECTS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FORTHE YEAR ENDED MARCH 31,2015

Amount In t

Panlcular*

5. Other long-term liabilities Advance against BOOT agreement [Refer note 29(m](C)]

Total

Amount In t

Particulars

6. Long-term prodrionr Provirion for employee benefit* [Refer note 91

Total

Amount in 7

As at 31.03.2015

5,00,00,00,W0

5,00,00,00,000

Panlcularo

7. Short term borrowings Secured Buyerr' credit

T d a i

Amount In 7

A9 at 31.03.2014

3,30,00,00,000

3,30,00,00,000

Ar a t 31.03.2015

Non-current ~ o r t l o n

1,33,83,990

1.33.83.990

PartiCUI.III

8. Tradepayablel Micro, Small and Medium Enterpriser [Refer note 29(u]l Others

Total

Amount in t

As at 31.03.2015

PaTticuiars

Current maturitler at 1ong.term debt [Refer Note 41 Current dues of Long-term Employee benelitr [Refer Note 61 Cceditors for capital expenditure [Refer Note 29(u] for dues to Mlcm, Small and Medium Enterprises] Interest accrued but not due on borrowings Advance from customers Statutory liabilities Other payabler

Total

As a t 31.03.2015

Current maturities

6.95.329

695,329

As a t 31.03.2014

2,43,54.81,903

2.43.54.81.903

As at 31.03.2015

10.18.93.630

-5

Aoat 31.03.2014

2.13.58.555

9. Other current ilabllltier I I

Aa at 31.03.2015

2.47.97.54.925 6.95.329

37,75.51.415

2,36,14,543

26.22.03.513 9.29.780

3.14.47.49.505

As at 31.03.2014

Non-current portion

1,11,26,593

1,11,26,593

As at 31.03.2014

7.10.53.70.547 6.37.288

1,50,30,10,305

4,95,93,713 1,44,99,14,399

4.64.28.477 8.47.064

10,15,58,01,793

Ar at 31.03.2014

Current maturities

6,37,288

6,37,288

25%' PROlECT5 U M m D NOTE5 TO CONSOUDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2015

G l o a B l a k (at ar*) I Depreciation I Amortization I Net Black Particulars

As at 01.04.2014 Additions Deductions As at 3143.2015 ill at Ol.M.2014 For theyear DedvcUonr ill at 31.03.2015 ill at 31.03.2015 As at 31.31014

." "--- Land 8ulidlng -other than faaory 8ulldinq -factory Plant and machinery Elearical inrtailauon & Egulpment ~umlfure and Rmrer Roads Motor Vehicles Computer & data pmcerrlng units OMce eqvlpments

Total (A) Prevlow year

The company ha5 commenced Direct Reduce Iron (DM) Plant during the year. 1.2 MTPA DRl Plant, 3.42 MTPA Coke Dry Quenching (COP) and 76 MW Captive Power Plant (CPP)wlll be transferred to ISW Steel Ud, at the end of the term of the agreement at a valve of 25% of q r o s b w k value of ail contraaed a m .

Arsets Include Gross Block of 7 27.77.16.75.5761- (previous year 7 7,76,98,05,612/-) constmaed on leased land under lease agreements wlth 3SW Steel Ltd., for 39.81 acres of land situated at Toianagallu village, District Beilary, Kamataka a t an annual rent o f? 100 ~ e r =-

~ntangibte a s m Software

Total (B) Prevlous year

[addition t o Gmsr block Includes ~ r r o w l n g cosf of? 1.68.82.92.3711- (previous year ? 25,24.62,190/-). I ~jqlock includes adjustment of 7 114.17.32.770 (net) on account of foreign exchange lmr (prwious year loss 7 17.37,80,552/-). This alw, Includes foreign exchange gal" of 7 28.01.35.998 (previous year 10% ? 3,13,84,786/-) transferred from capital

8.77.52.310 9.46.010

31.73.00.745 6.93.45.99.200 1.24.62.06.635

2.30.511

2.21,Wl 64,922

13.56,288 8,58,86,77,662

4,09,42.86,088

31.26.426 31,26,426 31.26.426

1,57,13,96.302 15.22.13.50.403 3.00.14.78.345

29.73.009 19.79.36.350

55.85.449 6.88.068

59,82,568 20,00,73,90,493

4.49.43.91.574

.

8.77.52.310 9.46.010

1.88.86.97.046 22.15.59.49.603 4.24.76.84.980

32.03.520 19.79.36.350

58.06.490 7.52.990

73.38.856 28,59,60,68,155

8.58.86.77.662

.

42,721 63.20.700

28,05,96,788 4.89.10.745

4,929

230 64,922 60,540

33,60,01,575 64.78.288

31.26.426 31.26.426 31.26.426

15,784 9.94.79.073

1.26.53.91.922 31.09.93.968

2.68.180 94.96.469

2,58,704 1,24,971 9.82.723

1,68,70,11.794 32,95.23,287

31.26.426 31,26,426 12.38.685

58,505 10.57.99.773

1.54.59.88.710 35.99.04.713

2.73.109 94.96.469

2.58.934 1.89.893

10.43.263 2,02,30,13,369

33.60.01.575

18.87.741

8.77.52.310 8.87.505

1.78.28.97.274 20,60,99.60,893 3.88.77.80.267

29.30.411 18.84.39.881

55.47.556 5.63.097

62.95.593 26,57.30,54786

8.25,26.76.087

31.26.426 31,26426 31.26.426

8,77,52,310 9,03,289

31.09.80.045 6.65.40.02.412 1,19,72,95,890

2.25.582

2.20.811

12.95.748 8,25,26,76,087

1SW PROlECTS LIMITED

Amount In 7

P.rtlC"larS As at AO at

31.03.2015 31.03.2014

12. Capital work-ln-progress O p e n l n ~ balance - (A) 17.97.80.68.825 13,71,47,66,246

Plant and machinery and civil works - (8) 2,13,12,70,436 5,67,71,22,992

Pre-operative expenses (Pending allocation)- (C) Employee benefits expenre 1.93.11.965 6.92.27.229 Insurance charger 46.29.018 54.12.470 Rent, rater and taxer 3.32,178 56.50.381 Legal and proferrlonal charger 3.25.000 73.35.134 Tra~elllng expenses 2,12,553 34.52.412 (Gain) / Lor$ on foreign exchange fluctuation (9,20.29,350) 1.92.96.93.667 Add: Les/ (Gain) from trial run activity [Refernote 12.11 8.18.86.758 1.08.97.823

1,46,68,123 2,03,16,69,116 Interest and finance charges Interest on long-term hrrowingr 41,10,95,125 70.32.66.695 Other Mrrowlng costs 3.80.58.307 22.55.02.145 Mlrcellaneour expenses 3.18.738 4.33.855 Lerr: Other lnconle Interest received on fixed deoorlt (28.09.680) (1.62.78.104)

I Converrion charges from DRI Sale of power

profit on sale of current Investment rota1 - (c)

rota1 (A+B+CI Lerr: Amount traorfened to fixed arretr Lerr lntanglble arretr under development

Balance carried forward

Lerr: Steam consumption and operation and malnteoance expenses (38.01.96.2081 Gain I (Loss) from trial run activity (8.18.86.758) (1,08,97,823) Add/(LesB) Amount transferred to CWlP 8.18.86.758 1,08,97,823

(5.02.2211 46,08,28,392

20,57,01,67,652 (20,28,75,26,492)

(50.00.000~. 27.76.41.161

~ r a d a Investmento Quoted equlty sharer: m Others

JSW Steel Ltd. l o o Sharer (Previour Year 100) o f t 10 each

(14.18.3111 2,94,31,75,396

22.33.50.64.634 (4.35.19.95.8091

i50,00,000) 17,97,80,68,825

Amount in t

Non-trade Invertmentr Unquoted equity shares I n Subrldiary

Oolvl Coke Prolear Ltd Nil Sharer (Previous Year 50,000) o f7 10 each

In Others JSW Aluminium Ltd

50.00,000 sharer (prevlour year IIiI) of t 10 each

As a t 31.03.2014 Particulars

Jsvr Techno Prolea$ Management Ltd 50 sharer (prevlour year Nil) of7 10 each

13. Non-current Investments (Long-term - fully paid up and valued at cost) I I AS at

31.03.2015

Total Aggregate amouot of Quoted lnvertmentr (at mr t ) Aggregate amount of Quoted lnvertmentr (market value) Agg~egateqmouot of Unquoted Investments (at cost)

A>- ;:: ,,,-:.-.\,

5.00.88.624 88,124 90,655

5.00.00.500

5,88,124 88.124

1.03,555 5.00.000

I 15W PROIECTS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FORTHE YEAR ENDED MARCH 31,2015

I I Total I 57,07,12,971 1 1,58,89,53,787

Amount In 7

Particulars

14. Long-term loans and advanees Unsecured and considered good Capital advancer Security deporitr [Refer liate 29(d)1 Minimum alternate tax credit entitlement

Amount In t

AD at 31.03.2015

3.37.20.901 2.16.17.566

51.53.74.504

P.rtl~"I.,.

Unsecured and considered good Bank balances [Refer Note 191

Quoted Investments I? mutual fund Reliance liquid fund - treasury plan -daily divldend option

26,174.659 (Previous year "11) unltr d 7 1528.74 each

AD at 31.03.2014

1.32.06.08.152 2.16.67.566

24,66,78,069

13.12.00.001

m o u n t I" 7

1 HDFC Uquid Fund - Dlvldend - Daily Relnvest 39.23.491.521 (Previous year nil) units of ? 10.1982 each

15. Other non current ansets I I

A l a t 31.03.2015

Total [ 13,12,00.001 1

Par t ic~ lars

Unquoted Inua$tmento In debentures JSVI Techno Profectr Management Ltd.

207 (Previous year 207) 9% Nan-Convertible Debentures of ? 1,00,00.000 each

As at 31.03.2014

16. Current Investments

As at 31.03.2015

A5 at 31.03.2014

Lerr: Trsnrferred to cash and cash equivalents [Refer note 191 Total

Aggregate amount o f Debenture9 (at cost) Aggregate smount of Mutual fund (at repurchase price)

I I stores and sparer [Refer note 1 (1.6) for mode of valuation] I 27,41.03,189 1 19,94,77,180 1 I

Amount In 7

Total ( 27,41,03,189 1 19,94,77,180

2,15,00,26,798 ~8.00.26.798)

2,07,00,00,000 2.07.00.00.000

8.00.26.798

Par t ic~ lars

2,07,00,00,000

2.07.00.00.000 2,07,00,M),000

17. ~nventorieo I I

A* a t 31.03.2015

I m o u n t in7

I I Shalt-term hlghly liquid Investments [Refer note 161 Carh on hand

AS at 31.03.2014

Partlc"1.1.

18. Trade receivables Outstanding far a period exceeding rlx monthr from the date they are due for payment Others lnefer note no 29 (m)Ic)l

Amount In t

I I Other bank balances In term deporitr with maturity more than twelve monthr since Inception Lerr: Transferred to Other "on current arretr [Refer Note 151

P.rtl~"i.~*

19. Carh and bank balances

Carh and carh equlvalenb Balances w i th banks m current accounts In term deposits with maturity lerr than three months since inception

As a t 31.03.2015

76.53.85,861

AS at 31.03.2014

AS at 31.03.2015

6.09.61.442

AS a t 31.03.2014

9.93.88.903 28,03,41,154

JSW PROIECTS LIMITED

P.rtlCUlar0 AS at A* at 31.03.2015 31.03.2014

10. Short-term loans and advances I I Unsecured and considered good Loan to a related party [Refer note 29(m)(C)I' Subscription made lo preference sharer [Refer note 29(m)(C)1 Advance to vendors Advance tax (Net) lndlred tax balance$/rec(lverable~/~~edlt~ Prepayment9 and others

:The loans and advancer have been given to Real Com Realltq Private Umited for burinerr purposes and itr repayable withln a year, bearing Interest rate @ 2.50% p.3.

-. +.c:Lz&-. I I 2; cIJ~T~-;.>.- Total I 5.24.44.083 1 4,94,33,680 ;>: ,

i_ '


29. OTHER NOTES

a) Contingent liabilities not provided for in respect of : Current year: Nil (Previous year: Nil)

b) Capital commitments: Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 9 57,35,86,608 (Previous year T 143,68,30,118)

c) During the year the company has commissioned 1.2 MTPA Direct Reduce Iron (DRI) Plant for JSW Steel Ltd (JSWSL) a t Vijayanagar, The CPP, CDQ (commissioned last year) and DRI plants are on Built Own Operate and Transfer (BOOT) basis. Pursuant to terms of BOOT Agreement, during the year, the company has received an advance o f f 1,70,00,00,000 (previous year 7 85,00,00,000) from JSW Steel Ltd. against transfer of assets (facility) upon expiry of term or premature termination of agreement. The advance will be adjusted against transfer value of the facility.

d) The Company has entered into lease agreement with JSW Steel Ltd., for 39.81 acres (Previous year 39.81 acres) of land situated at Kurekupaa Village. As per the term of lease deed, the Company has paid refundable security deposit of 7 5,00,000 per acre (Total amount T 1,99,05,000). An annual lease rental of 7 100 per acre of land is payable in advance on the first day of April each year. [Refer note 29 (m) (C)]

e) The fixed assets consisting of 1.2 MTPA Direct Reduce Iron (DRI) Plant, 3.42 MTPA Coke Dry Quenching (CDQ) Plant and 76 MW Captive Power Plant has been constructed as per BOOT agreement with JSW Steel Limited, Which is due to expire on March 31, 2023.

f) Pursuant to the Companies act 2013(the Act) being effective from April 01, 2014, the Company has revised the depreciation rates on certain assets as per the useful life specified in "Part C" of schedule I1 of the Act. Had the company continued to follow earlier useful life's, depreciation would have been lesser by f 70,37,44,677. Consequently, profits would have been higher by the respective amount.

g) During the year, the company has entered into a put option agreement with the Trustees of Debenture Holders and call and put option agreement with the equity investors of Dolvi Minerals and Metals Private Limited (DMMPL), a Company mainly engaged in the business of trading of metallic and non-metallic minerals. I n case put option is exercised either by Debenture Trustee or by Equity investors, JSW projects will have to invest the amount in DMMPL as under on due date:

f 700 crores plus 12.50% interest compounded annually towards Investments in secured Debentures on October 2019 and 7 60 crores plus 16.00% interest compounded annually towards investments in Equity on February 2019. The Equity investors have the option to extend the put option for further period of 24 months.

h) The Company is yet to receive balance confirmations in respect of certain trade payable, other payable, trade receivable, other receivable and loan and advances. The Management does not expect any material difference affecting the current year's financial statements due to the same.

i) I n the opinion of the Management, all the assets other than Fixed Assets and Non-Current Investments have a value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet. Provision for depreciation and all known liabilities is adequate and not in excess of what is required.

j) Derivatives:- The company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations for highly probable forecast transactions. The use of foreign currency forward contracts is governed by the company strategy approved by the Board of Directors, which

,,s-"--... . - ; - - z E ~ t ~ y i d e principles on the use of such forward contracts consistent with the Company's Risk ,<*. +:,t.., . : . L? &.@$..

3 .r ment Policy. . < ?. ><I,

The forward Exchange contracts entered into by the company and outstanding are as under:

I AS a t ( No. o f Contracts I Type I US$ equivalent I INR equivalent I

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

31.03.2015 31.03.2014

Nil 3 2

I Particulars

a. Creditors for capital expenditure

b. External commercial borrowings for capital expenditure

c. Interest accrued but not due on external

I not due on buver's I 1 I I I

- BUY


I I

commercial borrowings d. Buyer's credit

e. Interest accrued but

credit As a t 31.03.2014

Amount in 7 INR

EURO

Nil

3,47,90,000

3,317

(Million) Nil 65.34

Nil

Nil

Amount in-;] INR

(crores) Nil

419.78

USD

Nil

3,38,00,001

44,605

I Particulars

Nil

Nil


I I

expenditure c. Interest accrued but I 3,31,318 1 51,700 1 Nil I 3,04,66,262

JPY

Nil

Nil

Nil

a. Creditors for capital expenditure

b. External commercial borrowings for capital

I not due on external 1 I I 1 I

equivalent

Nil

4,46,52,85,706

30,15,892

Nil

Nil

Nil

Nil

EURO

1,11,20,812

3,55,00,000

k) Employee benefits

commercial borrowings d. Buyer's credit e. Interest accrued but

not due on buyer's

i) Defined contribution plans:

USD

54,78,982

3,99,33,334

Company's contribution to provident fund 9 20,63,933 (Previous year f 26,67,134) Company's contribution to pension fund f 78,709 (Previous year f 3,20,032)

5,96,62,897 1,63,042

J PY

55,634

Nil

equivalent

1,11,07,89,998

5,33,14,51,137

2,29,18,999 71,508

2,78,07,41,500 23,22,724

7,94,00,90,726 1,91,27,451

ii) Defined benefit plans - Gratuity (Non-funded):

Amount in f

Particulars

a) Liability recognized i n the balance sheet: i) Present value o f obligation:

Opening balance Service cost Interest cost Actuarial (gain)/loss on obligation .- ~

Liabilitv transferred in I - I ~ene f i t s paid Closing balance

iil Fair value of olan assets: Opening balance Expected return on plan assets less loss on investments Actuarial gain / (loss) on plan assets Employers' contribution Benefits paid Closing balance

Amount recognized i n the balance sheet (i-ii)

c) Principal actuarial assumptions: Rate of discounting Rate of increase in salaries Attrition rate

(90,900) 90,19,201

b) Expenses during the year ( included i n note 25 employee benefits expense) Service cost Interest cost Expected return on plan assets Actuarial (gain)/loss Total

I n assessing the Company's post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the Indian Assured Lives Mortality (2006-08) Ultimate.

(16,82,002) 71,75,033

- -

- - - -

90,19,201

I) Segment reporting:

- -

-

- 71,75,033

7,03,690 6,67,996

- 5,63,382

19,35,068

The company is primarily engaged in manufacture/job work of coke and direct reduced iron (intermediate inputs for production of Iron & Steel). CPP is primarily set up for generating captive power for DRI and not for commercial sale. Considering this fact, there is no separate reportable segments (business and/ or geographical) in accordance with the requirements of Accounting Standard 17 - 'Segment Reporting' is identified.

6,59,180 4,68,722

- 20,47,660 31,75,562

m) Related parties disclosure as per Accounting Standard 18

A) List of related parties

olding company JSW Investments Private Ltd.

2. Subsidiary company Doivi Coke Projects Ltd. (Up to May 31, 2014)

3. Fellow subsidiary JSW Cement Ltd. South West Mining Ltd.

4. Key management personnel Mr. Anil Kumar Singh (Whole time director) (Up to December 24, 2014) Mr. S.P. Singh (Whole t ime director) (From December 24, 2014) Mr. Bhushan Prasad (Chief Financial Officer) Mr. Naveen Rawat (Company Secretary)

5. Enterprises where significant influence exists: JSW Steel Ltd. JSW Techno Projects Management Ltd. JSoft Solutions Ltd. Real Com Reality Private Ltd.

Amount in T

Consultancy fees paid JSW Techno Projects Management Ltd. . Conversion charges JSW Steel Ltd. Sales of power JSW Steel Ltd. Sales of Steam JSW Steel Ltd. Scrap sales ISW Steel Ltd. Remuneration to key management personnel S.P.Sinah (with effect from Aua 1. 2014)

79,00,90,781 1,68,46,48,271

3,72,17,35,727

109,51,24,391

39,03,174

46,75,584

67,54,35,248

1,35,21,49,771

6,85,47,600

40,24,680

-

Amount i n 3

JSW Steel Ltd. CENVAT credit transferred JSW Steel Ltd. Interest income

I JSW steel ~ t b . 2,983 ( 3,980 1

12,31,321

1,81,507 3,08,14,501

Pledge fees payable JSW Investments Private Ltd. Reimbursement of expenses incurred on our behalf by JSW Investments Private Ltd. JSW Steel Ltd. SHIS license fees

JSW Techno Projects Management Ltd. Real Corn Reality Private Ltd. Lease rent oaid

Amount in 3

18,59,614

- 3,93,55,089

53,09,699

6,69,655

15,98,78,995

46,65,832

18,63,00,000 4,75,00,000

Cenvat recoverable from ISW Steel Ltd. JSW Cements Ltd.

18,63,00,000 4,75,00,000

--

Particulars

Creditors for capital expenditure JSW Steel Ltd.

As a t 31.03.2015

-

debentures JSW Techno Projects Management Ltd.

As a t 31.03.2014

24,56,91,360

Loan given Real Corn Reality Private Ltd. Interest receivable on loan and debentures JSW Techno Project Management Ltd. Real Corn Reality Private Ltd. Security deposit for lease hold land JSW Steel Ltd.

r ipt ion in Preference Shares echno Projects Management Ltd.

2,07,00,00,000 2,07,00,00,000

38,00,00,000

62,77,291 4,27,50,000

1,99,05,000

27,50,00,000

38,00,00,000

62,77,291 4,27,50,000

1,99,05,000

-

n) Operating lease:

Lease rentals charged to statement of profit and loss for right to use following asset are:

Amount in 4

Particulars For the year 1 end':d':?2%15 I ended 31.03.2014 1

Future minimum rentals payable under non-cancellable operating leases are as follows:-

I I

Leasehold land

o) Earnings per share (EPS)

2,983 1 87,03,980

Amount in t

Particulars

Particulars

Within one year After one year but not more than five years More than five years

For the year 1 ended 31.03.2015 I ended 31.03.2014 theyear /

Total 2,983 1 87,03,980


3,980 15,920 15,920

D\ Remuneration to the auditors:


3,980 15,920 15,920

Net Profit attributable to equity shareholders (7)

Weighted average number of equity shares (Nos.) Face value per share (7) Earnings per share - Basic &Diluted (7)

83,69,44,510

46,96,27,945 10

1.78

. , Amount in 7

q) Provision for taxation and deferred tax

67,79,49,462

23,89,96,746 10

2.84

Tax audit fee Other services (certification fees) Out of pocket expenses Total

(i) Provision for taxation includes:

For the year ended

31.03.2014 6,00,000

Particulars

Statutory audit fee

Amount in B


6,36,236 75,000 15,000 52,372

7,78,608

50,000 40,000 43,036

7,33,036

(ii) Deferred tax:

The Company has carried forward tax losses. Deferred tax assets are recognized only i f there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. During the year, the Company based on take or pay agreement for CDQ and job work agreement for DRI with JSW Steel Ltd has recognized deferred tax assets on account of carried forward tax losses amounting to f 2,33,67,09,620 (previous year f 89,25,50,741). The net deferred tax lliability recognized in books is f 85,77,16,451 (previous year f 40,37,54,228),

The components of deferred tax are given hereunder: Amount in 7

Particulars

differences on account o f Expenses allowable on pavment basis u ls 438

- differences on accoint of ' Difference between book balance and tax balance of fixed assets Deferred tax asset comprises of t iming

Deferred tax liabil itv comorises of t imina I I

As a t 31.03.2015

- -. . . . . . . . . . . . . . . . . . . . . . . . . .

[ i e t d e f e r k d . . . . . tax assets/( l i ibi l i ty) ...... (85,77,16,451) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (40,37,54,228) 1

As a t 31.03.2014

(3,19,92,98,642)

. .

r) Corporate Social Responsibility expenditure

(1,30,03,03,512)

Business loss / unabsorbed depreciation

I n terms of provisions of Section 135 of the Companies Act, 2013, the company has incurred expenditure towards Corporate Social Responsibility as under:

2,33,67,09,620 1 89,25,50,741

i. Gross amount o f f 76,82,480/- required to be spent by the company during the financial year 2014-15.

s) C.I.F. value and expenditure i n foreign currency

ii. Amount spent during the year on: Amount in f

Particulars

Special newborn care unit (SNCU)

I Total 1 121,97,44,503 1 5,66,78,11,234 1

(i) C.I.F. value of imports: Amount i n 7

(ii) Expenditure i n foreign currency: Amount in f

I n cash

81,01,386


5,54,50,62,394 12,27,48,840

Particulars

Capital goods Stores and spares


Yet t o be paid i n cash

-

For the Year ended

31.03.2015 11,417,12,841

7,80,31,662

Particulars

~ --. est charges

m i q y i s i o n charges . . . . . . . . )" T& 9 :: . . . . . . . . . . . . . .

Total

81,01,386

For the Year ended

31.03.2015 23,22,79,440 1

29,72,417 1 23,52,51,85;

u) Disclosure pertaining t o micro, small and medium enterprises:

t) Value of consumption of directly imported and indigenously obtained stores and spares (revenue)

Amount in t

Disclosure of pertaining to micro, small and medium enterprises is based on the information available with the Company regarding the status of the suppliers as defined under the 'Micro, Small and Medium Enterprises Development Act, 2006". This information has been relied upon by the auditors.

Particulars

Imported Indigenous Total

Amount overdue as on 31st March, 2015 to micro, small and medium enterprises is on account of principal amount together with interest.

Amount in 7

For the Year ended

31.03.2015 4,95,46,054

19,44,10,784 24,39,56,838

For the year ended

31.03.2014 Nil

69,00,372 69,00,372

Particulars

Principal amount due outstanding as at end of year Interest due on above and u n ~ a i d as at end of vear

I in succeeding year

Interest paid to the supplier Payments made to the supplier beyond the appointed day during the period Interest due and payable for the period of delay Interest accrued and remaining unpaid as at end of year Amount of further interest remaining due and payable

v) Additional Information, as required under Schedule I11 t o the Companies Act, 2013, of entit ies consolidated as Subsidiaries and Associate

As a t 31.03.2015

56,300 26.567

Net Assets, Le., total assets minus to ta l liabilities

Share in prof i t o r loss

As a t 31.03.2014

1,15,42,233 10.22.957

- -

26,567 26,567

- -

10,22,957 10,22,957

Name o f the entit ies

Parent

JSW Projects Limited 100.OOOh 1 6,35,64,67,123 1 100.00% 1 83,69,59,940

Subsidiaries (Indian) nics Private Limited

As 010 of consolidated

net assets

I I I I

Amount in 9

As O/o of consolidated

prof i t o r loss

...

0.00%

Amount in

9,053 (0.00%) (24,388)

w) The JSW Organics Private Limited has become subsidiary on January 27, 2015, hence previous year figures are not comparable with current year figures.

x) The previous year figures have been re-classifiedlre-grouped to conform to current year's classification.

For and on behalf of the Board of Directors

Vineet Agrawal Shankar Pratap Singh Director Director DIN: 02027288 DIN: 07053299

Company Secretary M. No. 23256 Place: Mumbai Date: 17/06/2015

For111 AOC - I (Pursannt to lirsf proviso to sub-section (3) of sretio~l 129 read wilh rule 5 of Compn~~icr (Aceoa~~ts) Ilules, 2014)

State~ne~lt co~ltaining salient feahlrcs of tlte fil~anciai statement of subsidiariedassocinte coa~paniedjoint ventures

I A l~epor t ing period for the subsidiary concerned, if diflereot from the holdinel Aoril I - March 31

Par t "A": S~~bsid iar ies

Par t "B": Associates and Joint Ventures Stntc~lle~it pursuant to Seeti011 129 (3) of the Companics Act, 2013 related to Associale Conlpanics and Joint

Yent~tres

Sr. No. Name of the Subsidiary

For and on bel~nlf of the Board ofDireetors /

I JSW Organics I'rivate Limited (formerly JS\V Water Resources Private Limited)

\'ineel Agrarrnl Director DIN: 02027288

S l ~ n ~ ~ k a r Pratap Singh Director DIN: 07053299

C l ~ i F~na~lcfn l Officer f ' '

I' Conlpa~ly Sccrefary hL No. 23256

Place: Mu~nbai Date: June 17, 2015

jsw projects limited annual report · dr. rakhi jain non-executive independent director chief...

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