DIRECTORS' REPORT

TO

THE SHAREHOLDERS,

Your Directors are pleased to present the Twenty Second Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2016.

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

Standalone

• The total revenue of your Company for fiscal 2016 stood at Rs. 6,191.10 crore as against  Rs. 6,625.65 crore for fiscal 2015 showing a decrease of 6.56%.

• The EBIDTA (before exceptional items) increased by 2.53% from Rs. 2,396.38 crore in fiscal 2015 to Rs. 2,457.04 crore in fiscal 2016.

• Profit for the year decreased by 2.89% from  Rs. 994.55 crore in fiscal 2015 to Rs. 965.85 crore in fiscal 2016.

• The net worth of your Company increased to  Rs. 8,184.99 crore at the end of fiscal 2016 from Rs. 7,593.79 crore at the end of fiscal 2015.

• The net debt gearing of your Company was at 0.56 times as at the end of fiscal 2016 compared to 0.34 times at the end of fiscal 2015.

Consolidated

• The consolidated total revenue of your Company for the fiscal 2016 stood at Rs. 10,1 78.98 crore as against Rs. 9,610.27 crore for fiscal 2015 showing an increase of 5.92%.

• The consolidated EBIDTA (before exceptional items) increased from Rs. 3,853.52 crore in fiscal 2015 to Rs. 4,354.63 crore in fiscal 2016 showing an increase of 13%.

• The consolidated Profit for the year has also increased from Rs. 1,349.51 crore in fiscal 2015 to Rs. 1,395.51 crore in fiscal 2016 showing an increase of 3.41%.

• The consolidated Net Worth of your Company has increased from Rs. 7,518.02 crore at the end of fiscal 2015 to Rs. 8,535.83 crore in fiscal 2016.

• The consolidated net debt gearing of the Company is at 1.77 times as at end of fiscal 2016 compared to 1.01 times in fiscal 2015.

Your Company is engaged in the activities pertaining to power business.

Your Company is an established energy company with 4,531 MW (3,140 MW Thermal and 1,391 MW Hydro) of operational generating capacity in the states of Karnataka, Maharashtra, Rajasthan and Himachal Pradesh.

Your Company's power plants are planned to be diverse in geographic location, fuel source and off-take arrangements.

Your Company commissioned the Vijayanagar 260 MW plant in Karnataka in 2000, which was further expanded to reach 860 MW in fiscal 2010. Between fiscal 2011 and fiscal 2012, your Company established its presence in Maharashtra with commissioning of four units of the Ratnagiri 1,200 MW project.

Between fiscal 2010 and fiscal 2013, the 8X135 MW units of the Barmer 1,080 MW lignite project in Rajasthan became operational.

Himachal Baspa Power Company Limited, the Special Purpose Vehicle ('SPV') acquired by your Company for an enterprise value of Rs. 9,275 crore in September 2015 has an operational capacity comprising of 300 MW Baspa II Hydro Electric Project and 1,091 MW Karcham Wangtoo Hydro Electric Project, both located in Himachal Pradesh, aggregating to 1,391 MW of Hydro Power capacity.

For the 3,140 MW operational thermal based power portfolio, your Company sources fuel for approximately 34% of the operational capacity from lignite and approximately 66% from imported thermal coal.

Your Company sells power through a combination of long-term and short-term power purchase arrangements and through the power exchanges in India to state-owned utilities and some industrial  consumers. As on 31st March, 2016, your Company has long-term PPAs for 2,657 MW, or 59% of the operational capacity, and the remaining 1,874 MW, or 41% of the operational capacity is on short-term PPAs, merchant sales or other arrangements.

Your Company is in the process of developing power projects in Himachal Pradesh and Chhattisgarh. As part of the growth strategy, your Company is continuously evaluating various organic (greenfield or brownfield) and inorganic opportunities with an aim to create a diversified and balanced portfolio, both in terms of fuel mix as also off-take arrangements.

3. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 514.52 crore from the Debenture Redemption Reserve to Surplus. An amount of Rs. 3,435.73 crore is proposed to be retained in the Surplus.

4. DIVIDEND

Your Directors have recommended Dividend of Rs. 2/-per share (20%) on 1,64,00,54,795 Equity Shares of Face Value of Rs. 10/- each for FY 201 5-2016 [Rs. 2/- per share (20%) in previous year], subject to the approval of the Members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs. 388.90 crore [Rs. 394.79 crore in previous year].

5. CONSOLIDATED FINANCIAL STATEMENTS

The audited Standalone and Consolidated Financial Statements of your Company, which form part of the Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, the Accounting Standard (AS-21) on Consolidated Financial Statements, the Accounting Standard (AS-23) on Accounting for Investments in Associates and Accounting Standard (AS-27) on Financial Reporting of Interests in Joint Ventures, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)  Rules, 2014.

6. SUBSIDIARIES

The details of the main Subsidiary Companies as at 31st March, 2016 are as follows:

DOMESTIC SUBSIDIARIES

A. Raj West Power Limited (RWPL)

Raj WestPower Limited (RWPL), a wholly owned subsidiary of your Company, had commissioned 1,080 MW (8x135) power plant ("Project") base on lignite to be mined from Kapurdi & Jalipa mines in the District of Barmer in Rajasthan in FY 2012-13. Some of the allied project activities such as part of 33 KVA line, part of reservoir, HCSD System etc. were commissioned during FY  2014-15.

RWPL had executed Implementation Agreement (IA) with the Government of Rajasthan for the implementation, operation and maintenance of Lignite Mining cum Thermal Power Plant, with associated facilities, of 8X135 MW Power Plant based on Lignite mined from the Jalipa and Kapurdi Mines in the District of Barmer in Rajasthan. In accordance with the IA, Barmer Lignite Mining Company Limited (BLMCL) was incorporated as a Joint Venture Company between Rajasthan State Mines & Minerals Limited (RSMML), a Government of Rajasthan enterprise & RWPL, with Equity participation of 51% and 49% respectively to develop lignite mines in two contiguous blocks viz., Kapurdi and Jalipa for supplying lignite to the mine head located 1,080 MW (8X135 MW) capacity Thermal  Power Plant of RWPL.

BLMCL meets the entire fuel requirement of the Power Plant and the entire power is sold to the Rajasthan Distribution Companies ('Discoms') under a 30 year PPA.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission ('RERC'). RERC has granted provisional tariff/ Final Tariff based on which RWPL has continued to raise its bills and recognise revenue in its books.

During the year, RWPL has achieved Plant Load Factor (PLF) of 76.02% with a gross generation of 7,211.53 million units. Its net generation (after auxiliary consumption) of 6,396.43 million units has been sold to Rajasthan Discoms generating total revenue of Rs. 2,615.75 crore and profit after tax of Rs. 387.34 crore on standalone basis and total revenue of Rs. 2,594.57 crore and profit after tax of Rs. 370.57 crore on consolidated basis during the FY 2015-16.

The estimated project cost of RWPL of Rs. 7,165 crore has been funded on a debt equity ratio of 75:25. RWPL has drawn down Rs. 5,226 crore under Term Loan Agreements. It has incurred  Rs. 6,987 crore for the project (excluding investment in BLMCL) as at 31st March, 2016.

Your Company has invested Rs. 1,726.05 crore in RWPL (including Equity for BLMCL) and advanced Rs. 490.94 crore as loan as at 31st March, 2016. RWPL has invested equity of Rs. 9.80 crore in BLMCL besides providing it unsecured subordinate debt of Rs. 490.94 crore as on that date.

Barmer Lignite Mining Company Limited (BLMCL)

During the year, BLMCL supplied its entire lignite production from its Kapurdi Mines to meet the requirements of RWPL's power plant.

BLMCL has the mining lease for Kapurdi and Jalipa Lignite mines. Pending development of Jalipa mining block, MoEFCC has approved enhanced mining of lignite from Kapurdi mines to 7 MTPA for a period of 4 years in September, 2014. BLMCL has achieved production of 6.68 million tonnes of lignite in FY 2016 from Kapurdi mines. The Jalipa mine is expected to be developed by FY 2018. BLMCL has incurred project cost of Rs. 1,938.28 crores as at 31st March, 2016, which is subject to audit.

The tariff for this project is governed by Section 62 of the Electricity Act, 2003 and is to be determined as per the regulation laid down by Rajasthan Electricity Regulatory Commission ('RERC'). While RERC has yet to approve the final tariff which is under review, RERC has granted Adhoc Interim tariff based on which BLMCL has continued to raise its bills and recognise revenue in its books. The same is subject to the final tariff determined by RERC.

B. JSW Power Trading Company Limited (JSWPTC)

JSWPTC, a wholly owned subsidiary of your Company, is engaged in power trading activities with a category "I" license, which is the highest category Power Trading license issued by Central Electricity Regulatory Commission (CERC) to trade in power in whole of India. JSWPTC trades in power procured from your Company and its associates as well as third party suppliers/ generators. JSWPTC has achieved total trading volume of 8,706 million units generating total revenue of Rs. 4,295.84 crore with Profit after tax of Rs. 12.47 crore. JSWPTC has also ventured into supplying power directly to the industry from your Company's plants.

JSWPTC is a member in both the Power Exchanges namely, India Energy Exchange Limited (IEX) and Power Exchange of India Limited (PXIL) and actively trades on the exchange for sale and purchase of power. JSWPTC also trades Renewable Energy Certificates on the power exchanges to help meet the Renewable Purchase Obligation of the industry.

C. Jaigad PowerTransco Limited (JPTL)

Your Company had entered into a Joint Venture Agreement with Maharashtra State Electricity Transmission Company Limited (MSETCL) for development of Transmission System as an integral part of Intra-state Transmission System aimed at evacuation of power generated from 1,200 MW Ratnagiri Power Plant and also from other proposed projects in the region.

JPTL, the Joint Venture Company incorporated for the said purpose, where your Company has shareholding of 74% and MSETCL has balance 26% Equity, was granted Transmission License to establish, maintain and operate the Transmission System for 25 years by Maharashtra Electricity Regulatory Commission (MERC). JPTL is one of the few private players to have entered into development of Transmission System in the State of Maharashtra under the Public Private Partnership (PPP) model and has demonstrated exceptional capabilities in terms of successfully executing and commissioning the Transmission Project passing through difficult hilly terrain.

The Transmission System is presently evacuating power from 1,200 MW Jaigad Power Plant as well as transmitting intra-state power of the State Utilities. JPTL has maintained a very high availability of Transmission System at 99.78% for the FY 2015-16. Your Company has invested Rs. 101.75 crore as Equity contribution as at 31st March, 2016 in JPTL. JPTL has generated total revenue of Rs. 131.36 crore and Net Profit after Tax of Rs. 51.32 crore during the FY 2015-16. JPTL during the year has declared 35% total dividend (interim dividends paid at 25% plus proposed final dividend  at 10%).

JPTL has submitted its Petition for approval of True up of Annual Revenue Requirement for FY 2014-15, Annual Performance Review of FY 2015-16 and Multi Year Tariff for the Control Period FY 2016-17 to FY 2019-20. A Technical validity session (TVS) was successfully held in February, 2016 and clarifications/ additional information as required were submitted. Public Hearing on the Petition was also held by MERC in  April, 2016. MERC order is awaited.

D. Himachal Baspa Power Company Limited  (HBPCL)

Your Company had entered into a definitive agreement on 16th November, 2014 to acquire (i) 300 MW Baspa II Hydro Electric Project (Baspa Project) and (ii) the 1,091 MW Karcham Wangtoo Hydro Electric Project (Karcham Project), both located at Himachal Pradesh from Jaiprakash Power Ventures Limited (JPVL).

The Baspa Project and Karcham Project were transferred by JPVL to Himachal Baspa Power Company Limited (HBPCL) by way of slump exchange under a Scheme of Arrangement approved by the Hon'ble High Court of Himachal Pradesh.

Your Company acquired the entire equity share capital of HBPCL of Rs. 1,250.05 crore in September 2015 as also the Non-Convertible Debentures of Rs. 2,500 crore. The acquisition was made for an enterprise value of Rs. 9,275 crore, subject to adjustments as provided in the definitive agreement.

The acquisition of HBPCL marked the foray of your Company in the Hydro Power generation business, besides making it the largest private sector Hydro Power generator in the Country.

Karcham Project

The Karcham Project is a 1,000 MW (4X250 MW) run of the river hydro power plant in Kinnaur district of Himachal Pradesh. The project is located on river Satluj, immediately after its confluence with river Baspa. The project commenced full commercial operations on 13th September, 2011. The Karcham Project has in-built capacity of 1,091 MW. The current approved capacity of Karcham Project from Central Electricity Regulatory Authority is 1,000 MW, however it can run at 10% overload  i.e. 1,091 MW.

The design energy of Karcham project is 3,577 MUs for 1,000 MW capacity.

During the period 1st September, 2015 to 31st March, 2016, the Karcham Project has  achieved Plant Load Factor (PLF) of 26.88% and  generated 1,374 million units (gross). Out of the gross generation, it has sold 1,201 million units to Power Trading Company Limited under long-term power purchase agreement and Indian Energy Exchange (IEX) and other buyers under short term agreements and generated total revenue of Rs. 534.28 crore during the FY  2015-16.

Baspa Project

The 300 MW (3X100 MW) Baspa Project is located on the river Baspa, a tributary of river Satluj in district Kinnaur, Himachal Pradesh. The project commenced operations in June 2003.

The design energy of Baspa Project is 1,050 MUs for 300 MW capacity.

During the period 1st September, 2015 to  31st March, 2016, the Baspa Project has achieved Plant Load Factor (PLF) of 26.26% and  generated 403 million units (gross). Out of the gross generation, it has sold 350 million units to Himachal Pradesh State Electricity Board Limited and generated total revenue of Rs. 96.64 crore during the FY 2015-16.

E. JSW Energy (Raigarh) Limited (JERL)

JERL, a wholly owned subsidiary of your Company, was incorporated for setting up 1,320 MW Power Plant in Raigarh District, Chhattisgarh based on coal. Total land required is approximately 840 acres, out of which 789 acres have been acquired either directly or indirectly through Chhattisgarh State Industrial Development Corporation Limited (CSIDC) for development of the Project. About 540 acres of land has been handed over to CSIDC by Government of Chhattisgarh, out of which LOI for Leasing of about 351 acres of Land to JERL has been issued by CSIDC. Environment clearance has been obtained from Ministry of Environment, Forest and Climate Change. The Project Cost is estimated at Rs. 6,500 crore and is proposed to be financed with a Debt Equity ratio of 75:25.

Your Company has invested Rs. 113.43 crore as Equity contribution(including advance against Equity) as at 31st March, 2016.

F. JSW Green Energy Limited (JSWGEL)

JSWGEL was incorporated as a wholly owned subsidiary of your Company for taking up the business pertaining to Renewable Energy. Your Company has invested Rs. 0.05 crore as Equity contribution and advanced Rs. 4.07 crore as loan as at 31st March, 2016.

G. JSW Energy (Kutehr) Limited (JEKL)

JEKL was incorporated as a wholly owned subsidiary of your Company as a SPV for the purpose of pursuing the Kutehr Hydro Project. Your Company has invested Rs. 23.02 crore as Equity contribution as at 31st March, 2016.

DIRECT / MAIN OVERSEAS SuBSIDIARIES

H. JSW Energy Minerals Mauritius Limited (JEMML)

JEMML was incorporated on 19th April, 2010 in Mauritius as wholly owned subsidiary of the Company for overseas acquisition of coal assets. It has downstream Equity investment of Rs. 39.80 crore in JSW Energy Natural Resources Mauritius Limited (JENRML) and advanced Rs. 356.37 crore as loan as on 31st March, 2016 for acquiring and developing Coal mining assets in South Africa. JEMML has also invested in equity share capital of Rs. 0.35 crore (including Share Application Money of Rs. 0.24 crore) in JSW Energy Natural Resources UK Limited (JENRUKL). Your Company has Equity investment of Rs. 42.11 crore in JEMML and advanced Rs. 341.08 crore as loan as on  31st March, 2016.

I. JSW Energy Natural Resources Mauritius  Limited (JENRML)

JENRML was incorporated on 19th April, 2010 in Mauritius as a wholly owned subsidiary of JEMML for overseas acquisition of coal assets. It has downstream investment of Rs. 39.53 crore in Equity of JSW Energy Natural Resources South Africa (PTY) Limited and advanced Rs. 355.86 crore  as loan as on 31st March, 2016.

J. JSW Energy Natural Resources South Africa

(PTY) Limited (JSWNRSAL)

JSWNRSAL has invested an amount of Rs. 32.28 crore in acquiring Equity of Royal Bafokeng Capital (Proprietary) Limited (RBC) and Rs. 7.03 crore in acquiring Equity of Mainsail Trading 55 Proprietary Limited (Mainsail), wholly owned subsidiaries of JSWNRSAL. Further JSWNRSAL has invested an amount of Rs. 5.34 crore in Equity of South African Coal Mining Holdings Limited (SACMH) and advanced Rs. 239.80 crore as loan to SACMH & its subsidiaries as on 31st March, 2016.

During the year, JSWNRSAL has disposed off 26% stake in its subsidiary, SACMH. The disposal was to comply with the black economic empowerment requirements mandated by the Department of Mineral Resources, requiring the issued Shares in the Company to be owned by historically disadvantaged South Africans. Post completion of the transaction, your Company's effective shareholding in SACMH stands reduced  to about 67.27%.

K. South African Coal Mining Holdings Limited (SACMH)

The mines are presently under care and maintenance pending receipt of requisite licences in the new Mining area. The effective shareholding of your Company in SACMH as at 31st March, 2016 stands at 67.27%

L. JSW Energy Natural Resources (BVI) Limited

(JENRBL)

JENRBL was incorporated on 3rd December, 2010 in British Virgin Islands as a wholly owned subsidiary of your Company for achieving the objective of overseas acquisition of coal assets in Botswana. Your Company had invested Rs. 3.63 crore as Equity in JENRBL, which has been entirely provided for.

M. JSW Energy Natural Resources UK Limited  (JENRUKL)

JENRUKL was incorporated on 12th September, 2013 in England, United Kingdom as a wholly owned subsidiary of JEMML for achieving the objective of overseas acquisition of coal assets. JEMML had invested Rs. 0.11 crore in its equity shares and Rs. 0.24 crore is given as share application money pending allocation.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

No Company has ceased to be subsidiary, associate or joint venture during the year under review. However, JSW Energy (Toranagallu) Limited incorporated as a wholly owned subsidiary of the Company on 20th April, 2015 has applied for striking off its name to the Registrar of Companies. This is expected to be completed soon.

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2016 is attached as Annexure B to the Consolidated Financial Statements of the Company in the prescribed format AOC-1 and forms part of the Board's report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website <http://www.jsw.in/investors/investor-relations->  energy. These documents will also be available for inspection during business hours at the registered office of your Company.

The Policy for determining material subsidiaries may be accessed on the Company's website at the link: <http://www.jsw.in/investors/investor-relations-energy>.

8. NEW PROJECTS, INITIATIVES AND JOINT VENTURES

Acquisition of the 1,000 MW thermal power project from Jindal Steel & Power Limited

Your Company has entered into a definitive agreement on 3rd May, 2016 to acquire the 1,000 MW (4X250 MW) thermal power plant located at Village Tamnar, District Raigarh in the State of Chhattisgarh from Jindal Steel & Power Limited (JSPL) and other shareholders.

The 1,000 MW power plant is proposed to be transferred into a SPV as a going concern through a scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956 / the provisions of Companies Act, 2013.

The acquisition of the aforesaid 1,000 MW power plant is proposed through Everbest Steel and Mining Holdings Limited, the Special Purpose Vehicle (SPV), for an enterprise value of Rs. 4,000 crore plus net current assets, which would be increased to up to Rs. 6,500 crore, if the 1,000 MW power plant is completely secured for fuel and enters into a long term Power Purchase Agreement (PPA) providing certain minimum return threshold. The transaction also contemplates payment of an interest bearing advance of Rs. 500 crore pursuant to the receipt of approvals from the shareholders of the Company and the Competition Commission of India ('CCI').

Subsequent to the receipt of shareholders and other statutory approvals (including approval from the CCI), the scheme of arrangement being made effective and subject to other terms and conditions agreed between your Company and JSPL, your Company proposes to acquire 100% (one hundred percent) of the securities of the SPV held by JSPL and other shareholders.

The closing is subject to fulfillment of conditions precedent by the parties within the long stop date of  30th June, 2018.

Merger of JSW Power Trading Company Limited (post demerger) with the Company

The Board of Directors at their meeting held on 2nd February, 2015 had inter alia approved, subject to necessary consents and other approvals, the proposed Scheme of Arrangement between JSW Power Trading Company Limited ('JSWPTC') and JSW Green Energy Limited ('JSWGEL') and your Company and their respective shareholders under Sections 391 to 394 of the Companies Act, 1956 ('Scheme'). JSWPTC and JSWGEL are wholly owned subsidiaries of your Company. The Scheme provides for:

• Demerger of the Power Trading Business of JSWPTC to JSWGEL;

• Merger of Remaining JSWPTC into your Company

The aforesaid business restructuring is not expected to have any impact on the economic interests of the shareholders of the Company as the economic rights continue to be vested with the Shareholders.

Subsequent to the receipt of approvals from Bombay Stock Exchange Limited and National Stock Exchange of India Limited in terms of the provisions of erstwhile Clause 24(f) of the Listing Agreement, your Company, JSWPTC and JSWGEL filed the petition with the Hon'ble High Court of Judicature at Bombay ('Hon'ble High Court'). The Petition is fixed for hearing and final disposal on 24th June, 2016.

240 MW Kutehr Hydro Project

Your Company is implementing the 240 MW (3X80 MW) run of the river Hydro Electric Project (HEP) on the upper reaches of river Ravi in district Chamba of Himachal Pradesh ('HP'). An Implementation Agreement (IA) was signed with the HP Government  on 4th March, 2011.

The Ministry of Environment, Government of India, has accorded the Environment Clearance to the project on 5th July, 2011 and Forest Stage-II clearance has been given on 19th February, 2013. Consent to establish has been accorded by the HP State Pollution Control Board & project has been registered as carbon credit project by UNFCCC under CDM mechanism of Kyoto protocol.

All the private land required for the project has been acquired and registered in the Company's name. Construction of 33/11 KV substation for tapping the Construction Power for the project is near completion. Enabling work such as construction of roads, dumping sites and four Adits have been awarded and work is in progress.

Main work of the project is planned to be executed through a single EPC contract for which a notice for International Competitive Bidding (ICB) was floated  and eight major construction companies participated in the bidding. After the evaluation of technical and financial bids, Letter of Intent (LoI) for construction of Main EPC work of the project, has been issued to Jaiprakash Associates Limited. Work is expected to begin in FY 2016-17.

Toshiba JSW Power Systems Private Limited ("Toshiba JSW") (formerly Toshiba JSW Turbine and Generator Private Limited)

Toshiba JSW Power Systems Private Limited is a Joint Venture company with a shareholding of 75% by Toshiba Corporation Limited, Japan, 22.52% by your Company and 2.48% by JSW Steel Limited. Toshiba JSW is into design, manufacture, market and maintain services of mid to large-size Supercritical Steam Turbines and Generators of size 500 MW to 1,000 MW.

It has been awarded a full EPC Contract by Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited for its Harduaganj Ultra-supercritical Thermal Power Project.

During November and December 2015, there were massive floods in Chennai and some parts of Tamil Nadu. Due to this, the production activity at Toshiba JSW was disrupted leading to production stoppage for about 3 - 4 months. The adverse impact of the flood has been about Rs. 128 crore after considering insurance claims.

In order to improve the networth and reduce the non-operating cost, Toshiba JSW has proposed to infuse additional share capital by issue of Non-Cumulative Compulsory Convertible Preference shares aggregating to around Rs. 2,200 crore.

Your Company has invested Rs. 100.23 crore in Toshiba JSW. Your Company has been providing for its share of the losses of Toshiba JSW in its consolidated books of account. The cumulative share of losses of the Company has exceeded the value of its investment in Toshiba JSW.

MJSJ Coal Limited (MJSJ)

In terms of the Joint Venture Agreement to develop Utkal-A and Gopal Prasad (West) Thermal coal block in Odisha, your Company has participated in the 11% Equity of MJSJ, Odisha along with four other partners. Your Company has invested Rs. 10.46 crore towards its 11% stake as on 31st March, 2016.

The Hon'ble Supreme Court of India cancelled the allocation of Coal blocks by the Government of India to state and private sectors. Consequently, allocation of coal blocks to MJSJ stood cancelled

Power Exchange of India Limited (PXIL)

Your Company has invested Rs. 1.25 crore in PXIL which provides the platform for trading in electricity. PXIL is promoted by National Stock Exchange of India Limited and National Commodities & Derivatives Exchange Limited. PXIL provides the platform for trading in electricity and Renewable Energy Certificates (REC). JSWPTC is also a member of PXIL.

Other Projects

Your Company has proposed 1X660 MW imported coal based expansion project at Vijayanagar for which it has obtained approval from Ministry of Environment and Forest and Climate Change (MoEFCC).

Similarly, your Company has obtained MoEFCC approval for setting up 1,320 MW power plant at Chhattisgarh.

Both these Projects would be taken up upon tying-up for fuel and Power off-take arrangements.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, 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 of this report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

12. INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company

has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity level policies, process and operating level standard operating procedures.

The entity level policies includes anti-fraud policies (like code of conduct, conflict of interest, confidentiality and whistle blower policy) and other polices (like organization structure, insider trading policy, HR policy, IT security policy, treasury policy and business continuity and disaster recovery plan). The company has also prepared Standard Operating Procedures (SOP) for each of its processes like procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations etc.

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

13. PARTICULARS OF LOANS, GUARANTEES,  INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statements  (Please refer to Note 12,13,18 and 25(i) to the  Standalone Financial Statements).

14. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and hence provisions of Section 188 of the Companies Act, 2013 are not applicable.

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.jsw.in/> investors/investor-relations-energy.

All related party transactions which are in the ordinary course of business and on arm's length basis, of repetitive nature and proposed to be entered during the financial year are placed before the Audit Committee and the Board for prior approval at the commencement of the financial year. A statement giving details of all related party transactions as approved is placed before the Audit Committee for review on a quarterly basis.

The details of transactions/ contracts/ arrangements entered by the Company with related parties during the financial year are set out in the Notes to the Financial Statements. Other than the related party transactions for which shareholders' approval was taken on 23rd July, 2014, your Company has not entered into any contract/ arrangement/ transaction with related parties during the financial year which could be considered material in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the policy of the Company on materiality of related party transactions. The disclosure in Form AOC-2 during FY 2015-16 is attached as Annexure A.

15. disclosure under employee stock option plan and scheme

The Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the JSWEL Employees Stock Option Plan 2010 (ESOP 2010) and JSWEL Employees Mega Stock Option Scheme 2012 (ESOS 2012) of the Company in accordance with the applicable SEBI Guidelines / Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 (the "SEBI  SBEB Regulations").

The applicable disclosures as stipulated under the SEBI SBEB Regulations as on 31st March, 2016 with  regard to the ESOP 2010 and ESOS 2012 are provided  in the link below: <http://www.jsw.in/investors/investor->relations-energy and forms part of this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant.

The exercise of vested options under the ESOP 2010 and ESOS 2012 so far has been entirely by way of sale of shares by the Trust on behalf of the respective employee under the cashless scheme through the Stock Exchanges. Voting rights on the shares, if any, as may be issued to employees under the ESOP 2010 and ESOS 2012 are to be exercised by them directly or through their appointed proxy. Hence, the  disclosure as is required under Section 67(3) of the Companies Act, 2013 is not applicable.

The certificate from the Auditors of the Company that the Scheme has been implemented in accordance  with the SEBI Guidelines / SEBI SBEB Regulations  and the resolution passed by the members would be placed at the Annual General Meeting for inspection by members.

During the year under review, a special resolution was passed on 23rd March, 2016 through postal ballot pursuant to the provisions of Section 67(3) of the Companies Act, 2013 inter alia approving provision of money by the Company for purchase of its own shares by the Trust/Trustees for the benefit of eligible employees under the new "JSWEL Employees Stock Ownership Plan - 2016" which is in compliance with the SEBI SBEB Regulations. Pursuant thereto, the Compensation Committee has granted 24,47,355 options on 3rd May, 2016 to the eligible employees. However, the disclosure, if any required, pursuant to the said Section is not applicable and required for the financial year under review.

16. share capital:

The paid up Equity Share capital as at 31st March 2016 is Rs. 1,640.05 crore. During the year under review, your Company has not issued any:

a) shares with differential rights

b) sweat equity shares

c) equity shares under Employees Stock Option Scheme

Pursuant to the resolution passed by way of postal ballot on 23rd March, 2016, your Company has inter alia approved issue of up to 60,00,000 (Sixty Lakhs) fully paid-up equity shares of the Company to be allotted upon exercise of ESOPs to be granted under the "JSWEL Employees Stock Ownership Plan -2016". The equity share capital could increase to the extent of allotment of shares as may be made up to the said limit.

17. credit rating

CARE has reaffirmed "CARE AA-" (Double A minus) rating to the long-term bank facilities and Non-Convertible Debentures of your Company. The rating for the short-term bank facilities and Commercial Papers has been reaffirmed at "CARE A1+" (A One Plus).

18. AWARDS

During the year, your Company received the following awards:

1. Srishti Good Green Governance Award in the utility sector awarded to Vijayanagar Plant (Rank 1st) for Environmental protection by Srishti

Publications Pvt. Ltd.

2. Srishti Good Green Governance Award in the utility sector awarded to Ratnagiri Plant (Rank 3rd) for Environmental protection Srishti  Publications Pvt. Ltd.

3. National Awards to Power utilities for Meritorious Performance In- recognition of Outstanding  Performance for SBU-II (2X300MV) Vijayanagar Plant during 2013-2014 by Ministry of Power  Government of India.

4. Excellent Energy Efficient Unit to Vijayanagar Plant at 16th National Award for Excellence in Energy Management 2015 by Confederation of Indian Industries (CII) at Hyderabad.

5. Innovation Award for Utilization of surplus BFG in Power Boiler to Vijayanagar Plant by IPPAI (Independent Power Producers Association of India)

6. Best ESG Power Producer India 2015 to JSW  Energy Limited for Environment, Social and Governance by Capital Finance International, UK.

7. CII-ITC Sustainability Awards 2015 "Commendation Certificate for Significant Achievement" in Category-F to Vijayanagar Plant by CII-ITC Sustainability Awards at New Delhi.

8. Best CEO Award in Power Sector awarded to Mr. Sanjay Sagar, JMD & CEO by Business Today - India at New Delhi.

9. CBIP Award 2016 for Best Performing Utility in Thermal Power Sector to JSW Energy Limited by Central Board of Irrigation and Power, New Delhi.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, on the recommendation received from the Nomination and Remuneration Committee, the Board had appointed Mr. Rakesh Nath (DIN:00045986) as an Additional Director with effect from 25th June, 2015. However, in terms of the provisions of Section 161 of the Companies Act, 2013, an Additional Director appointed by the Board would hold office up to the date of the next Annual General

Meeting (AGM). As the Notice for the 21st AGM was despatched before the appointment of Mr. Rakesh Nath, his appointment could not be placed before the shareholders at the 21st AGM for their approval. Consequently, Mr. Rakesh Nath had relinquished his office as a Director after 22nd July, 2015 i.e. the date of  21st AGM.

Mr. Rakesh Nath was again appointed as an Additional Director and as an Independent Director by the Board with effect from 23rd July, 2015 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Rakesh Nath would hold office up to the date of the ensuing Annual General Meeting. A notice had been received along with deposit of requisite amount from a member proposing Mr. Rakesh Nath as a candidate for the office of Director of the Company. The members approved appointment of Mr. Nath as an Independent Director of the Company by way of Postal Ballot on 23rd March, 2016.

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed there under as well as Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

None of the managerial personnel i.e. Managing Director and Whole-time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the Company, etc. and related matters are put up on the website of the Company at the link: <http://www>. jsw.in/investors/investor-relations-energy.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pramod Menon retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

There was no change in the Key Managerial Personnel of the Company during the year.

The Board met six times during the year on 27th April, 201 5, 28th May, 201 5, 22nd July, 2015, 7th September,  2015, 28th October, 2015 and 20th January, 2016

20. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under the various Regulations of the Listing Regulations and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from M/s. Lodha & Co., the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34 is annexed to this Report.

The Management Discussion and Analysis Section, which forms part of the Annual Report, provides details on your Company's strategies for growth and the performance review of the businesses/operations in depth is given as Annexure to this report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) that the directors had prepared the annual accounts for the year under review, on a 'going concern' basis; and

(e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

22. DISCLOSURES RELATED TO COMMITTEES AND POLICIES

a. AUDIT COMMITTEE

The Audit Committee comprises of:

1. Mr. Chandan Bhattacharya, Chairman and Independent Director

2. Ms. Shailaja Chandra, Independent Director

3. Ms. Sheila Sangwan, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non-Independent Director

5. Mr. Rakesh Nath, Independent Director

The scope and terms of reference of the Audit Committee are in accordance with the Companies Act, 2013 and the Listing Regulations.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The Company Secretary acts as the Secretary of the Audit Committee.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors comprises of:

1. Mr. Chandan Bhattacharya, Chairman and Independent Director

2. Ms. Sheila Sangwan, Independent Director

3. Mr. Nirmal Kumar Jain, Non-Executive Non-Independent Director

4. Mr. Rakesh Nath, Independent Director

Your Company has devised the Nomination Policy for the appointment of persons to serve as Directors on the Board of your Company and for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

In terms thereof, the size and composition of the Board should have:

• Mix of Qualification, skills and experience;

• Mix of Executive, Non-Executive and Independent Directors;

• Minimum four number of Directors as per Articles, maximum number of Directors as may be permitted by its Articles, Listing Agreements and by law;

• Atleast One Woman Director. The NRC inter alia is responsible for:

i. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations on any proposed changes to the Board;

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

iii. formulating criteria for determining qualifications and identifying individuals suitably qualified to become Board members in terms of skills, knowledge, positive attributes, experience, independence of Director and other factors as per the provisions of applicable law and selecting or making recommendations  to the Board on the selection of individuals nominated for Directorship;

iv. assessing the independence of Independent Non-Executive Directors;

v. monitoring the annual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of Non-Executive Directors;

While recommending a candidate for appointment, the NRC shall assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on the basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

Your Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for Performance Evaluation of the Non-Executive

Directors and Executive Directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Your Company regards its employees across the organisational hierarchy as a most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Company's overall directive.

Your Company has devised a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees with following broad objectives.

i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;

ii. Motivate KMP and other employees and to stimulate excellence in their performance;

iii. Remuneration is linked to performance;

iv. Remuneration Policy balances Fixed & Variable Pay and reflects short & long-term performance objectives.

The Remuneration policy of the Company is attached herewith marked as Annexure B.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprises of:

1. Mr. Chandan Bhattacharya, Chairman and Independent Director

2. Mr. Nirmal Kumar Jain, Non-Executive Non-Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

d. CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Sanjay Sagar, Jt. Managing Director &  CEO

2. Mr. Pramod Menon, Director-Finance

3. Mr. Chandan Bhattacharya, Independent Director

4. Mr. Nirmal Kumar Jain, Non-Executive Non-Independent Director

5. Ms. Shailaja Chandra, Independent Director

6. Ms. Sheila Sangwan, Independent Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy.

The CSR Policy of the Company is available on the Company's web-site and can be accessed at link <http://www.jsw.in/investors/investor->relations-energy.

During the year, the Company has spent Rs. 22.79 crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure C.

e. WHISTLE BLOWER POLICY AND VIGIL  MECHANISM

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Agreements framed "Whistle Blower Policy and Vigil Mechanism" ("the Policy").

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

This Policy has been framed with a view to inter alia provide a mechanism inter alia enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy

Mr. Sanjay Sagar, Jt. Managing Director and CEO is designated as the Ethics Counsellor.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website at the link: <http://www.jsw.in/investors/investor->relations-energy.

f. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed a Risk Management Policy.

The policy aims to ensure Resilience for sustainable growth & sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

Your Company had constituted a Risk Management Committee which comprises of following Directors:

1. Mr. Nirmal Kumar Jain, Non-Executive Non-Independent Director

2. Mr. Chandan Bhattacharya, Independent Director

3. Mr. Sanjay Sagar, Jt. Managing Director & CEO

4. Mr. Pramod Menon, Director - Finance

Your Company follows the Committee of Sponsoring Organisations (COSO) framework of Enterprise Risk Management (ERM) to identify, classify, communicate, respond to risks & opportunities based on probability, frequency, impact, exposure & resultant vulnerability & ensure Resilience such that -

a) Intended risks, like for investments, are taken prudently so as to manage exposure which can withstand risks affecting investments & remain resilient.

b) Unintended risks related to performance, operations, compliances & systems are managed through direction setting vision/ mission, prudent capital structuring, funds allocation commensurate with risks & opportunities, code of conduct, competency building, policies, processes, supervisory controls, audit reviews etc.

c) Knowable unknown risks in fast changing Volatile, Uncertain, Complex & Ambiguous (VUCA) conditions are managed through timely sensitisation of market trends.

d) Adequate provision is made for not knowable unknown risks.

e) Overall risk exposure of present & future risks remains within risk capacity as may be perceived by the management.

f) Creation of Risk Management Committee.

The Risk Management Committee reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and various provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board had carried out the evaluation of every Director's Performance based on specified criteria. Furthermore, the Board had carried out an Annual performance evaluation of its own performance, the Independent Directors as well as the evaluation of the working of the Committees.

h. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place which have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

23. AUDITORS AND AUDITORS REPORTS

a. Statutory Auditors

The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

b. Secretarial Auditor

The Board had appointed M/s. S. Srinivasan and Co., Company Secretaries to issue Secretarial Audit Report for the financial year 2015-16. Secretarial Audit Report issued by M/s S. Srinivasan and Co., Company Secretaries in Form MR-3 as Annexure D for the financial year 2015-16 forms part of this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Cost Auditor

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 21st Annual General Meeting, M/s. S. R. Bhargave & Co., Cost Accountants to conduct the audit of the cost accounting records for financial year 2015-16.

The Cost Audit Report for financial year 2014­15 for audit of Cost accounting records by the Cost Auditor, M/s S. R. Bhargave & Co., Cost Accountants was filed on 24th September, 2015.

Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s S. R. Bhargave & Co., Cost Accountants as the Cost Auditors to conduct the cost audit of the Company for the financial year 2016-17

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure E which forms part of this Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(A) Conservation of energy -

(i) The steps taken or impact on conservation of energy:

Vijayanagar

• Reduction of power consumption of ID fan motors (2 Nos.) in SBU-2, Unit-1 replacing Voith hydraulic coupling with Spacer Coupling shaft between motor and fan, resulted in recurring saving of 200 Kwh.

• Reduction of power consumption of ID fan motors (2 Nos.) in SBU-1, Unit-1, by installing variable frequency drives (VFD), resulted in recurring saving of 155 Kwh.

• Instrument air compressors power consumption reduced by 104 Kwh by changing Load and Unload Set Point in SBU2.

• SBU-2 Unit-1 BFP RC valves passing arresting by replacing of trim set, saving achieved 177 Kwh.

• Reduction in power consumption of 18 Nos. of cooling tower fans in SBU-1 by installation of energy efficient blades resulted in saving of 70.55 Kwh.

• SBU-1 BFP-2B RC valve passing arrested by replacing trim set, resulted saving of 41.67 Kwh.

• Introducing ESP hopper heater temperature control from independent temp sensors from PLC at SBU2 U-1 resulted in saving of 25 Kwh.

• Up gradation of 220 KV Switchyard Air conditioning systems with energy efficient AC system resulted in saving of 16.84 Kwh.

• Installation of Energy Efficient pump in potable water system resulted in saving of 1.7 Kwh.

• Replacement of Existing Sodium vapour lamps (440 numbers) with LED lights, resulted in saving of 10 Kwh.

• As per the PAT Cycle-I, 1 7,440 No. of Escerts (Energy saving certificates) earned by improved Net Heat Rate.

Ratnagiri

• Installed Energy efficient fan in cooling tower for two cells to conserve Energy and improve cooling tower performance.

• Lowered one side hot water duct of Unit-3 cooling tower to improve the cooling tower performance.

• Installed & commissioned High Energy Boiler Drain line Temperature Monitoring System for timely detection of passing valves to improve heat rate.

• Installed & commissioned Magnetic flow meter at Nivali Pump house discharge line to comply water audit requirement.

• Replaced around 350 Nos. of 70W HPSV lamps with 35W LED light fixture.

• Replaced around 250 Nos. of 40W tube lights with 18W LED tube lights.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Vijayanagar

Utilisation of Waste gas from JSW steel in SBU-II unit-1 boiler by converting 100% coal fired to 90% coal fired and 10% waste gas fired. This will reduce GHG emissions of 0.07 kg/Kwh.

(iii) The capital investment on energy conservation equipments:

Vijayanagar

Capital investment of Rs. 2.01 crore

Ratnagiri

Capital investment of Rs. 1.26 crore

(B) Technology absorption

(i) The efforts made towards technology absorption;

Vijayanagar

a) Installation and commissioning of SBU2 Unit-1 Mill reject pneumatic conveying system.

b) SBU-I Unit-2 Existing I.F.M Igniter system in boiler is replaced with "High Energy Arc ignitor (HEA).

c) Installations of Oil Cooler in Heavy fuel oil return line to storage tank for maintaining FO tank temperature.

d) Energy management System installation for better monitoring and tracking of energy consumption.

e) SBU2 ESP electrodes replaced with spiral electrodes.

Ratnagiri

a) Upgradation of Large Video Screen (LVS) in Unit-1 from UHP lamp to latest technology based on Laser lit engine.

b) Installation & Commissioning of Effluent Monitoring system for Sea water discharge line & connectivity of online data to MPCB & CPCB server.

c) Self-Contained Breathing Apparatus for safety: Capacity - 9 Litres.

d) The Company has carried out 25 numbers of logic/structural modifications in plant which has resulted in enhanced plant performance and safety.

(ii) The benefits derived like product  improvement, cost reduction, product development or import substitution;

Vijayanagar

a) Reduction of environmental pollution and avoid manual handling of mill rejects.

b) The High Energy Arc {HEA} provides Consistent and Reliable ignition of fuel and eliminates safety hazard

c) Reduction of safety Hazard.

d) Better monitoring and analysis of energy consumption.

e) Improved ESP reliability.

Ratnagiri

a) Longer life time of light source, less power consumption, less heat dissipation & better brightness adjustment.

b) Complied statutory requirement directed by MPCB.

c) Increase the time span of work in confine space.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); Nil/Not Applicable.

(iv) The expenditure incurred on Research and Development

Vijayanagar

As such the company did not carry out any basic R & D work during the year 2015-16 but for new technology absorption expenditure incurred was Rs. 0.90 crore

Ratnagiri

As such the Company did not carry out any basic R & D work during the year 2015-16 but for new technology absorption expenditure incurred was Rs. 0.3 crore.

(v) Future Plan

Ratnagiri

1. Installation of VFD for CEP motor and ID fan motor in all four units to reduce aux. power consumption.

2. Hot water duct lowering of unit#3 one side and for other units both side of cooling tower to improve the performance of cooling tower

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report and is provided as Annexure F(I) in this report

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure F(II) to this report.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sajjan Jindal

Chairman & Managing Director

Date : 3rd May, 2016  

Place : Mumbai