Dear Members,
The Board of Directors are pleased to present the Company's 46th
Annual Report and the Company's audited financial statements (Standalone &
Consolidated) for the Financial Year ended March 31, 2025.
Financial Results
The Company's financial results for the year ended March 31, 2025,
are summarized below:
(B in crore)
|
Standalone |
|
Consolidated |
|
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
48,932.41 |
49,766.17 |
49,932.48 |
50,183.36 |
EBITDA |
8,938.85 |
10,203.49 |
9,485.13 |
10,200.74 |
Depreciation & Amortisation Expenses |
2,272.49 |
2,216.47 |
2,767.55 |
2,821.75 |
Finance Costs (Net) |
620.02 |
920.79 |
1,312.08 |
1,294.23 |
Profit/ (Loss) before tax,
exceptional items and associate profit/loss from continuing operations |
6,160.72 |
7,150.70 |
5,582.07 |
6,241.37 |
Share in loss of associates (Net of Tax) |
- |
- |
(9.07) |
(0.10) |
Exceptional Items (Net) |
1,313.64 |
- |
(1,229.45) |
- |
Profit/ (Loss) before tax
after exceptional items and associate profit/loss from continuing operations |
4,847.08 |
7,150.70 |
4,343.55 |
6,241.27 |
Less: Provision of tax |
1,225.90 |
1,877.40 |
1,497.87 |
297.95 |
Profit/ (Loss) after tax and associate
profit/loss |
3,621.18 |
5,273.30 |
2,845.68 |
5,943.32 |
Change of the Name of the Company
The name of the Company was changed from Jindal Steel & Power
Limited to Jindal Steel Limited with effect from July 22, 2025.
Material Changes and Commitments Affecting Financial Position
There have been no material change(s) and commitment(s), affecting the
financial position the Company between the end of the financial of the Company i.e., March
31, 2025, and the date of this Report.
Change in the Nature of Business
There has been no change in the nature of business of the Company
during the financial year ended
March 31, 2025.
Operational Highlights
In FY25, the steel industry faced challenges due to geopolitical
tensions across various geographies globally and continued economic slowdown in China. The
domestic steel consumption in China declined at a faster pace than the production, thereby
elevated exports from China continued impacting the global and Indian steel prices.
Various countries implemented tariff/ non-tariff barriers to stem the inflow of surplus
steel from China in their economies. India also imposed
12% safeguard duty on import of certain steel products to counter the
flow of low cost steel.
The Company recorded highest ever production and sales volume during
the fiscal year on account of higher capacity utilization resulting from operational
efficiencies. Production stood at 8.12 MT up 2.5% from
7.92 MT in FY24 while sales at 7.97 MT was up 3.9% from
7.67 MT as against previous fiscal year.
Despite increase in sales volume, gross revenues remained flattish at
58,044 crore on YoY basis, primarily on account of lower steel realisation. Share of
domestic sales increased from 91% to 94% during FY25. The company achieved consolidated
EBITDA of 9,485 crore lower by 7% YoY attributed majorly due to reduction in steel
realization during the year.
Consolidated net profit for the year stood at 2,846 crore in FY25. This
was after recording exceptional provision of 1,229 crore.
Overall, despite the challenges in the steel industry and the global
market dynamics affecting prices and exports, the Company recorded highest ever production
and sales volumes through operational excellence.
Dividend
The Board of Directors of your Company is pleased to recommend a Final
Dividend of B 2/- per equity share of face value B 1/- each for the financial year ended
March 31, 2025.
The Company has framed Dividend Distribution Policy in accordance with
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 ("Listing Regulations"). The Policy may be accessed on the
website of the Company at: www.jindalsteel.com.
The objective of this policy is to establish the parameters to be
considered by the Board of Directors of your Company before declaring or recommending
dividend.
Transfer to Reserves
The Company has not transferred any amount to reserves for the
financial year ended March 31, 2025.
Deposits
The Company has not accepted/received any deposits during the year
under report, falling within the ambit of Section 73 of the Companies Act, 2013 ("the
Act") and the Companies (Acceptance of Deposits) Rules, 2014.
Credit Rating
Your Company's domestic credit ratings, as on March 31, 2025, are
as follows:
Rating Agencies |
Long term debt
facilities |
Short-term debt facilities |
Credit Analysis & |
AA, Stable |
A1(+) |
Research Ltd. ("CARE") |
|
|
ICRA Limited ("ICRA") |
AA, Stable |
A1(+) |
During FY25, Credit ratings of the Company were reaffirmed at AA,
Stable/A1(+) for its Long Term/Short Term debt facilities by CARE & ICRA both.
Further, the rating for Non-Convertible Debentures of B 5,000 crore was also reaffirmed at
AA, Stable from CARE ICRA both. However, there were no outstanding Non-Convertible
Debentures as on March 31, 2025.
Consolidated Financial Statements
In accordance with the provisions of the Act, the Listing Regulations
and Ind AS, the audited consolidated financial statements are provided in the Annual
Report.
Share Capital
The Company's Authorised Share capital during the financial year
ended March 31, 2025, remained at B 300,00,00,000/- (Rupees Three Hundred Crore
only) consisting of 200,00,00,000 (Two Hundred Crore) equity shares of B 1/- (Rupee One
only) each and 1,00,00,000 (One Crore) Preference Shares of B 100/- (Rupees One Hundred
only) each.
The Company's paid-up equity share capital remained at B
1,02,00,88,097/- (Rupees One Hundred Two Crore Eighty-Eight Thousand and Ninety Seven
only) comprising of 1,02,00,88,097 (One Hundred Two Crore Eighty Eight Thousand and Ninety
Seven) equity shares of B 1/- (Rupee One only) whereas the paid-up preference share
capital of the Company for the financial year ending March 31, 2025, was Nil.
Employee Stock Option Scheme/ Employee Share Purchase Scheme
In order to motivate, incentivize and reward employees, your Company
instituted Employee Share Purchase Schemes namely JSPL ESPS-2013, JSPL ESPS-2018 and
Employee Stock Option Scheme namely JSPL ESOP Scheme-2017 and Jindal Steel & Power
Employee
Benefit Scheme-2022.
The Nomination and Remuneration Committee ("NRC") monitors
the implementation of JSPL ESPS-2013, JSPL ESPS-2018 and Employee Stock Option Scheme
namely JSPL ESOP Scheme-2017 and Jindal Steel &
Power Employee Benefit Scheme-2022, which are in compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations"). Relevant
disclosures pursuant to SEBI SBEB Regulations, as on March 31, 2025, are available on the
website of the Company at www.jindalsteel.com.
Certificate from M/s RSMV & Co., Company Secretaries,
New Delhi (CP No. 11571), Secretarial Auditors, with respect to the
implementation of JSP ESPS-2013, JSP ESPS-2018, Employee Stock Option Scheme namely JSPL
ESOP Scheme-2017 and Jindal Steel & Power Employee
Benefit Scheme-2022 will be available on the website of the Company at
www.jindalsteel.com.
Non-Convertible Debentures
There were no outstanding Non-Convertible Debentures as on March 31,
2025.
Related Party Transactions
During the year under review, all Related Party Transactions
("RPTs") entered into by the Company, were approved by the Audit Committee and
were at arm's length and in the ordinary course of business. Prior omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in
the ordinary course of business and on an arm's length basis.
Regulation 23(4) of the Listing Regulations states that all RPTs with
an aggregate value exceeding B 1,000 crore or 10% of annual consolidated turnover
of the Company as per the last audited financial statements of the Company, whichever is
lower, shall be treated as Material Related Party Transaction ("MRPTs") and
shall require approval of shareholders by means of an ordinary resolution. The provisions
of Regulations 23(4) requiring approval of the shareholders are not applicable for the
RPTs entered into between a holding company and its wholly owned subsidiary and RPT
transactions entered into between two wholly owned subsidiaries of the listed holding
company, whose accounts are consolidated with such holding company and placed before the
shareholders at the general meeting for approval. The said limits are applicable, even if
the transactions are in the ordinary course of business of the concerned Company and at an
arm's length basis. The amended Regulation 2(1) (zc) of the Listing Regulations has
also expanded the definition of related party transactions which now includes a
transaction involving a transfer of resources, services or obligations between a listed
entity or any of its subsidiaries on one hand and a related party of the listed entity or
any of its subsidiaries on the other hand, regardless of whether a price is charged or
not. Further, any transaction between the Company or any of its subsidiaries on one hand,
and any other person or entity on the other hand, the purpose and effect of which is to
benefit a related party of the listed entity or any of its subsidiaries would be
considered as RPTs regardless of whether a price has been charged. During the year under
review, the Company has obtained the approval to enter into MRPTs with Nalwa Steel and
Power Limited, Vulcan Commodities DMCC, Jindal Saw Limited, Jindal Paradip Port Limited,
between Jindal Steel Odisha Limited and Jindal Saw Limited, and between Jindal Steel
Odisha Limited and Nalwa Special Steel Limited. All the above related party transactions
are in compliance with the provisions of
Listing Regulations, as applicable during the financial year ended
March 31, 2025.
The disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and hence
does not form part of this report.
The related party transaction policy of the company can be accessed on
the Company's website at the link: www.jindalsteel.com.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 and Listing Regulations have been disclosed in the notes to the
standalone/ consolidated financial statements forming part of this report.
Particulars of Loans, Guarantees, Securities and Investments
The particulars of loans, guarantees, securities and investments,
covered under the provisions of Section
186 of the Act, are furnished in the financial statements.
Subsidiaries, Associate and Joint Venture Companies
A separate statement containing performance and highlights of Financial
Statements of subsidiary, associate and joint venture companies is provided in the
prescribed form AOC-1, attached to the Consolidated Financial Statements and forms part of
this report.
The names of companies which have become or ceased to be subsidiary or
joint venture or associate companies, if any, during F.Y. 2024-25 have been mentioned in
the notes to the accounts.
The financial statements of subsidiary companies are kept open for
inspection by the shareholders at the registered office of the Company during business
hours on all days except on Saturdays, Sundays and on public holidays upto the date of the
Annual General Meeting ("AGM") as required under Section 136 of the Act. Any
member desirous of obtaining a copy of the said financial statements may write to the
Company at its Registered Office or Corporate Office.
The audited financial statements including the consolidated financial
statements and all other documents required to be attached thereto and financial
statements of each of the subsidiaries have been uploaded on the website of your Company
at www.jindalsteel.com.
Your Company has framed a policy for determining "Material
Subsidiary" in terms of Regulation 16(c) of Listing Regulations. The policy may be
accessed on the website of the Company at: www.jindalsteel.com.
Directors and Key Managerial Personnel
Board Diversity
Your Company recognises the benefits of having a diverse Board, and
increasing diversity at the Board level is viewed as an essential element in maintaining a
competitive advantage. Your Company believes that a diverse Board will leverage
differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical backgrounds, which will ensure that the Company retains its
competitive advantage.
Your Company believes that a diverse Board contributes towards driving
business results, make corporate governance more effective, enhance quality and
responsible decision-making capability, ensure sustainable development and enhance the
reputation of the Company. The Policy to Promote Diversity on the Board of Directors
(Diversity Policy) adopted by the Board, in compliance with Regulation 19(4) read with
Part D of the Schedule II of the Listing Regulations, sets out its approach to diversity.
The Diversity Policy is available on the website of the Company at
www.jindalsteel.com .
Directors:
Mr. Sunjay Kapur, Independent Director of the Company ceased to be
Independent Director due to sudden and untimely demise on June 12, 2025. The Company
places on record its deep appreciation for the invaluable contributions made by Mr. Sunjay
Kapur as a valued member of the Company's Board. Dr. Bhaskar Chatterjee, Independent
Director ceased to be Independent Director w.e.f. July 28, 2025, due to completion of his
tenure as Independent Director. The Board of Directors and the management of the Company
place on record their sincere appreciation for the valuable guidance and contributions
made by Dr. Chatterjee during his tenure as an Independent Director.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act and in
terms of the Articles of Association of the Company, Mr. Sabyasachi Bandyopadhyay,
Director of the Company, is retiring by rotation at the ensuing AGM of the Company and is
eligible for re-appointment. Your Board recommends the re-appointment of Mr. Sabyasachi
Bandyopadhyay, as Director of the Company.
The particulars in respect of Mr. Sabyasachi Bandyopadhyay, as required
under Regulation 36(3) of Listing Regulations and Secretarial Standard -2, are mentioned
in the Notice of AGM.
Key Managerial Personnel:
During the year under review, Mr. Sunil Agrawal, was appointed as Chief
Financial Officer of the Company w.e.f. April 27, 2024. Subsequently, Mr. Mayank Gupta was
appointed as the Chief Financial Officer and
Key Managerial Personnel of the Company with effect from January 30,
2025. Consequently, Mr. Sunil Agrawal, who was holding this position, stepped down as
Chief Financial Officer but continued to oversee his responsibilities within the Finance
function of the Company. Mr. Mayank Gupta, Chief Financial Officer resigned with effect
from July 15, 2025.
Mr. Anoop Singh Juneja, Company Secretary and Compliance Officer of the
Company, ceased to be Company Secretary and Compliance officer of the Company due to
unfortunate and untimely demise on June 23, 2025. Mr. Juneja had been unwell for some
time. The Board and management of the Company place on record their sincere appreciation
for the valuable services and significant contributions made by him during his tenure.
Board Evaluation
The Board carried out an annual performance evaluation of its own
performance, the performance of the Directors individually as well as the evaluation of
the various Committees of the Board. Details of the same are given in the Corporate
Governance Report which forms part of this report.
Declaration by Independent Directors
The Company has received declarations from each of the Independent
Directors that they, respectively, meet the criteria of independence prescribed under
Section 149 read with Schedule IV of the Act and rules made thereunder, as well as
Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received,
the Board considered the independence of each of the Independent Directors in terms of
above provisions and is of the view that they fulfil the criteria of independence and are
independent from the management.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency,
in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent Directors on
the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.
Meetings of the Board and Committees
The Board of Directors met 7 (Seven) times during the period under
review. The details of number of meetings of the Board and various Committees of the Board
of your Company are set out in the Corporate Governance Report, which forms part of this
report.
Secretarial Standards
The Directors state that applicable secretarial standards i.e., SS-1
and SS-2, relating to meetings of the Board of Directors and General Meetings have been
duly followed by the Company.
Remuneration Policy
In accordance with the provisions of Section 178 of the Act and Part D
of Schedule II of the Listing Regulations, the policy on Nomination and Remuneration of
Directors, KMPs and Senior Management of your Company is uploaded on the website of the
Company and may be accessed at: www.jindalsteel.com. During the year under review, there
has been no change to the Policy.
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Act read with
Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, a statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules and the disclosures
relating to remuneration and other details, is annexed as Annexure A to this
report.
Statutory Auditors
Lodha & Co. LLP, Chartered Accountants (Firm Registration No.
301051E/E300284), New Delhi, were appointed as the Statutory Auditors for a period of 5
years from the conclusion of 42nd AGM till the conclusion of 47th
AGM of the Company.
The Statutory Auditors have confirmed that they are not disqualified
from continuing as the auditors of the Company.
The Statutory Auditors have issued an unmodified opinion on the
Company's Financial Statements for the financial year ended March 31, 2025 and the
Auditor's
Report for the year under review does not contain any qualification,
reservation, adverse remark or disclaimer. The notes on financial statements referred to
in the
Auditor's Report are self-explanatory and do not call for any
further comments.
There are no instances of any fraud reported by the Statutory Auditors
to the Audit Committee or the Board pursuant to section 143(12) of the Act.
Secretarial Auditors
M/s RSMV & Co., Company Secretaries, New Delhi (CP No. 11571) were
appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25.
In terms of Regulation 24A of the Listing Regulations, M/s RSMV & Co., Company
Secretaries were also appointed as Secretarial Auditors of Jindal Steel Odisha Limited, a
material unlisted subsidiary of the Company.
Secretarial Audit Report issued by M/s RSMV & Co., Company
Secretaries, New Delhi of the Company as well as Jindal Steel Odisha Limited are annexed
herewith as Annexure - B to the Report.
The Board of Directors at its meeting held on August 6, 2025, based on
the recommendations of the Audit Committee and subject to approval of members at the
ensuing 46th AGM, approved the appointment of M/s RSMV & Co., Company
Secretaries, New Delhi, for a first term of 5 (five) consecutive years beginning from
Financial Year 2025-26. Accordingly, an appropriate resolution for appointment of M/s RSMV
& Co., Company Secretaries, New Delhi, is included in the Notice convening the 46th
AGM of the Company.
Cost Auditors
In terms of sub-section (1) of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is required to maintain the cost records. Accordingly, such accounts and records have been
maintained by the Company.
M/s Shome & Banerjee, Cost Accountants, were appointed as the Cost
Auditors of the Company for auditing the cost records of the Company for the financial
year 2025-26, subject to ratification of their remuneration by the Shareholders of the
Company in the 46th AGM of the Company. Accordingly, an appropriate resolution
seeking ratification of the remuneration for the financial year 2025-26 of M/s Shome &
Banerjee, Cost Auditors, is included in the Notice convening the 46th AGM of
the Company.
Risk Management
The Company has in place a robust risk management framework which
identifies and evaluates business risks and opportunities. The Company recognises that the
applicable risks need to be managed and mitigated to protect the interests of the
shareholders and stakeholders, to achieve business objectives and enable sustainable
growth. The risk management framework is aimed at effectively mitigating the
Company's various business and operational risks, through strategic and tactical
actions. Risk management is embedded in our critical business activities, functions and
processes. The risks are reviewed for the change in the nature and extent of the major
risks identified since the last assessment. It also provides control measures for risks
and future action plans.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements and such internal financial controls are operating
effectively.
Your Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures.
Corporate Social Responsibility
The Company strongly believes that sustainable community development is
essential for harmony between the community and the industry. The Company endeavours to
make a positive contribution especially to the underprivileged communities by supporting a
wide range of socio-economic, educational and health initiatives.
The Health, Safety, CSR, Sustainability and Environment Committee
("HSCSE Committee") of the Board of Directors of the Company oversees the
implementation of CSR Policy of the Company.
In line with the provisions of the Act and on the recommendations of
the HSCSE Committee, the Board of Directors has approved the CSR Policy of the Company.
Detailed CSR Policy of the Company has been uploaded on the website of the Company at www.jindalsteel.com.
The Annual Report on the CSR activities for the financial year 2024-25
is annexed herewith as Annexure C to this report.
Significant and Material Orders Passed by the
Regulators Or Courts
No significant material order(s) passed by the regulators/ courts which
would impact the going concern status of the Company and its future operations during the
year under review.
Directors' Responsibility Statement
Pursuant to Section 134(3) (c) of the Act, your Directors state that:
(a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards and Schedule III to the Act, have been followed and there
are no material departures from the same; (b) the Directors have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of your
Company as at March
31, 2025 and of the profit of the Company for the year ended on that
date;
(c) the Directors have taken proper and sufficient care for the
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 fraud and
other irregularities; (d) The Directors have prepared the annual accounts on a going
concern basis;
(e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and (f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
Other Disclosures / Reporting
Business Responsibility and Sustainability Report
As stipulated under Listing Regulations, a separate section titled
"Business Responsibility and Sustainability Report" forms part of this Annual
Report which offers more detailed information on your Company's actions and
initiatives related to environmental, social, and governance matters.
Management Discussion and Analysis Report
As stipulated under Listing Regulations, a separate section titled
"Management Discussion and Analysis Report", forms part of this Annual Report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars related to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required to be disclosed under
Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure D to this Report.
Annual Return
In accordance with the provisions of Sections 92 and 134(3)(a) of the
Act read with the Companies (Management and Administration) Rules, 2014, the
Annual Return in e-form MGT-7 for the financial year ended March 31,
2025 has been uploaded on the website of the Company i.e. www.jindalsteel.com.
Corporate Governance
Your Company is committed to achieve the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India. Your Company has also implemented several best Corporate
Governance practices as prevalent globally.
The report on Corporate Governance as stipulated under the Listing
Regulations for the Financial Year 2024-25 and a certificate issued by Navneet K. Arora
& Co. LLP, Company Secretaries in Practice confirming compliance with the conditions
of Corporate Governance is annexed herewith as Annexure E to this report.
Whistle Blower Policy/Vigil Mechanism
Your Company has formulated a robust vigil mechanism to deal with
instances of unethical behaviour, actual or suspected fraud or violation of Company's
code of conduct or ethics policy. The details of policy are explained in the Corporate
Governance Report and also uploaded on website of the Company at: www.jindalsteel.com.
Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your
Company has constituted an Internal Complaints Committee having designated independent
member(s) to redress complaints regarding sexual harassment. The details pertaining to
complaints received on matters pertaining to sexual harassment during the Financial Year
2024-25, are as below: (a) number of complaints of sexual harassment received in the year:
10 (b) number of complaints disposed off during the year: 10 (c) number of complaints
pending for more than ninety days: NA
Disclosure Under the Insolvency and Bankruptcy Code, 2016
There was no application made by the Company initiating insolvency
proceedings against any another entity nor are any proceedings pending against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
Difference in Valuation in the Case of one time Settlement of Loan from
Bank or Financial Institution
There was no one time settlement of loan from banks or financial
institutions by the Company during the year under review. Accordingly, there are no
details regarding difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions.
Compliance of Maternity Benefit Act, 1961
The Company has complied with provisions relating to the Maternity
Benefit Act, 1961
Cautionary Statement
Statements in the Board's Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts may be
forward looking within the meaning of applicable Securities Laws and Regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Company's operations include global and domestic demand and
supply conditions affecting selling prices of finished goods, input availability and
prices, changes in Government Regulations, Tax Laws, Economic Developments within the
country and other factors such as litigation and industrial relations.
Acknowledgements
The Directors wish to place on record their appreciation for the
sincere services rendered by Company's staff and workers at all levels. Your
Directors also wish to place on record their appreciation for the valuable cooperation and
support received from the Government of India, various State Governments, the Banks/
Financial Institutions and other stakeholders such as shareholders, customers and
suppliers, among others. The Directors also commend the continuing commitment and
dedication of the employees at all levels, which has been critical for the Company's
success. The Directors look forward to their continued support in future.
Statement Of Information to Be Furnished Pursuant to Section 197(12) of
the Companies Act, 2013 ("The Act") Read With Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2025
(i) Ratio of the remuneration of each Executive Director to the median
remuneration of the employees of the Company for the Financial Year 2024-25, the
percentage increase in remuneration of each Executive Director during the Financial Year
2024-25:
Sr. No. Name and
Designation |
Percentage increase in
Remuneration over previous year |
Ratio of Remuneration of
each Executive Director to median Remuneration of employees |
1. Mr. Damodar Mittal, Wholetime Director |
40.19 |
24.94 |
2. Mr. Sabyasachi Bandyopadhyay, Wholetime
Director |
41.33 |
35.12 |
(ii) The percentage increase in remuneration of Chief Executive
Officer,
Secretary during the Financial Year 2024-25:
Sr. No. Name and
Designation |
Percentage increase in
Remuneration |
1. Mr. Sunil Agrawal, CFO |
^ |
2. Mr. Mayank Gupta, CFO |
^ |
3. Mr. Anoop Singh Juneja, Company Secretary |
20.90 |
^Since the remuneration paid to Mr. Sunil Agrawal and Mr. Mayank Gupta,
in the previous year was for the part of the year, the percentage increase in remuneration
is not comparable and, therefore, has not been stated.
Note: the percentage increase in Remuneration and Ratio of Remuneration
of each Director to median remuneration of the employees as above is calculated on actual
payment basis.
(iii) The number of permanent employees on the rolls of the Company as
on March 31, 2025, was 5,918 and the median remuneration was B 9.15 lakh.
(iv) Median remuneration of employees has increased by 14.66%.
(v) Average percentiles increase already made in the salaries of the
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Particulars |
March 31, 2025 |
March 31, 2024 |
Difference (%) |
Average salary of employees |
13.03 |
12.37 |
5.33 |
Average Salary of Key Managerial Personnel
(KMPs) |
160.30 |
1689.68 |
(90.51) |
(vi) The remuneration of Directors, KMPs and other employees is in
accordance with the Remuneration Policy of the Company.
Statement Containing The Particulars of Employees Under Section 197(12)
of the Act Read With Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as on March 31, 2025
A. Top Ten Employees in terms of remuneration draw:
Sr. No. Name |
Age (in years) |
Designation |
Remuneration (in K) |
Qualification |
Date of commencement of
employment |
Experience (in years) |
Last employment held |
Designation |
1. Mr. Pankaj Malhan |
53 |
Executive Director |
2,78,71,271 |
B.Tech, MBA |
06.11.2023 |
26 |
VA Tech Wabag Limited |
Group CEO and Deputy MD |
2. Mr. Anirban Basu |
49 |
President |
1,98,44,139 |
PGD/PGDBM/PGDM |
16.04.2024 |
26 |
Dalmia Bharat Cement Limited |
Executive Director |
3. Mr. Vivek Kumar Mittal |
55 |
President |
1,95,08,857 |
BA, Diploma |
01.05.2004 |
34 |
Expo Machinery Ltd. |
PA to Mnfg Director |
4. Mr. Dinesh Daga |
43 |
Executive Vice President |
1,85,10,861 |
B.Com, PG Diploma in
Management |
17.05.2023 |
18 |
Hindustan Zinc Ltd |
Tax Head |
5. Mr. Gaurav Khurana |
46 |
Executive Vice President |
1,67,23,111 |
B.Com, C.A. |
28.12.2020 |
23 |
Reina Legal + Moore Stephens
Bahrain |
Partner / Tax Head |
6. Mr. Naveen Kumar Ahlawat |
45 |
Executive Vice President |
1,55,33,896 |
BE, PG Diploma in Management |
01.09.2008 |
20 |
Reliance Industries Ltd. |
Manager |
7. Mr. Sushil Pradhan |
51 |
Executive Vice President |
1,52,43,607 |
BE, MBA |
31.07.2012 |
30 |
Steel Authority of India Ltd. |
Sr. Manager |
8. Mr. Atul Dubey |
57 |
President |
1,52,22,577 |
BE |
21.01.1998 |
31 |
Kedia Distilleries Ltd |
Sr. Engineer |
9. Mr. Rajesh Nair |
56 |
Executive Vice President |
1,52,01,064 |
MMS |
01.07.2024 |
33 |
Polycab India |
Executive President &
CHRO |
10. Mr. Hanuman Kumar Sharma |
51 |
President |
1,41,66,413 |
C.A., C.S. ,ICWA, MBA |
15.11.2021 |
29 |
MYaun Capital |
Director |
B. Employed throughout the financial year and were in receipt of
remuneration of not less than L 1,02,00,000 (Rupees One Crore Two Lakh only) per
annum:
Sr. No. Name |
Age (in years) |
Designation |
Remuneration (in K) |
Qualification |
Date of commencement of
employment |
Experience (in years) |
Last employment held |
Designation |
1. Mr. Pankaj Malhan |
53 |
Executive Director |
2,78,71,271 |
B.Tech, MBA |
06.11.2023 |
26 |
VA Tech Wabag Limited |
Group CEO and Deputy MD |
2. Mr. Vivek Kumar Mittal |
55 |
President |
1,95,08,857 |
BA, Diploma |
01.05.2004 |
34 |
Expo Machinery Ltd. |
PA to Mnfg Director |
3. Mr. Dinesh Daga |
43 |
Executive Vice President |
1,85,10,861 |
B.Com, PG Diploma in
Management |
17.05.2023 |
18 |
Hindustan Zinc Ltd |
Tax Head |
4. Mr. Gaurav Khurana |
46 |
Executive Vice President |
1,67,23,111 |
B.Com, C.A. |
28.12.2020 |
23 |
Reina Legal + Moore Stephens
Bahrain |
Partner / Tax Head |
5. Mr. Naveen Kumar Ahlawat |
45 |
Executive Vice President |
1,55,33,896 |
BE, PG Diploma in Management |
01.09.2008 |
20 |
Reliance Industries Ltd. |
Manager |
6. Mr. Sushil Pradhan |
51 |
Executive Vice President |
1,52,43,607 |
BE, MBA |
31.07.2012 |
30 |
Steel Authority of India Ltd. |
Sr. Manager |
7. Mr. Atul Dubey |
57 |
President |
1,52,22,577 |
BE |
21.01.1998 |
31 |
Kedia Distilleries Ltd |
Sr. Engineer |
8. Mr. Hanuman Kumar Sharma |
51 |
President |
1,41,66,413 |
C.A., C.S. ,ICWA, MBA |
15.11.2021 |
29 |
MYaun Capital |
Director |
9. Mr. Vinit Mohan |
56 |
Vice President |
1,37,07,873 |
B.Tech |
28.08.2023 |
34 |
Ask Enterprises FZCO Dubai |
Vice President |
10. Mr. Subrat Panda |
53 |
Vice President |
1,35,64,324 |
ICSE, B.Tech, MBA |
07.08.2012 |
32 |
Steel Authority of India Ltd. |
Branch Manager |
11. Mr. Sunil Agrawal |
55 |
Executive Vice President |
1,28,88,808 |
C.A. |
01.01.2020 |
32 |
Jindal Power Limited |
VP-F&A |
12. Mr. Ashok Mahunta |
50 |
Executive Vice President |
1,27,37,494 |
ICSE,BE,PG Diploma in
Management |
27.01.2011 |
28 |
Reliance Infra |
Sr. Manager |
13. Mr. Amit Khokhar |
57 |
Executive Vice President |
1,26,86,696 |
BE |
20.12.2007 |
35 |
GSHL Ispat Industries Ltd.
Libra |
Sr. Engineer |
14. Mr. Tarun Kumar Aahi |
47 |
Vice President |
1,25,66,946 |
C.A. |
28.09.2023 |
26 |
Nouryon Chemicals |
Director and Head Share
Services Centre |
15. Mr. Ashish Pandey |
51 |
Executive Vice President |
1,24,79,008 |
BE |
21.11.2002 |
27 |
Bhilai Engg. Co. Ltd. |
Engineer |
16. Mr. Nilesh Thakorlal Shah |
57 |
Vice President |
1,20,82,717 |
Diploma |
03.03.2021 |
39 |
Larsen & Toubro Limited,
Heavy Engineering |
Sr. Deputy General Manager -
Head |
17. Mr. Azad Kumar Bhura |
45 |
Associate Vice President |
1,20,31,600 |
C.A. |
01.08.2007 |
21 |
Jumbo Electronics |
Dy. Manager |
18. Mr. Indradyumna Datta |
47 |
Executive Vice President |
1,19,88,993 |
Btech,MBA |
18.01.2022 |
24 |
Cairn Oil and Gas, Vedanta
Limited |
Dy. Chief Digital Officer |
19. Mr. Vishal Chandak |
50 |
Vice President |
1,15,38,136 |
C.A. |
17.01.2023 |
24 |
Motilal Oswal Financial
Services |
SVP |
20. Mr. Nadeem Khan |
56 |
Executive Vice President |
1,12,31,635 |
BSc |
28.06.2016 |
31 |
Essar steel india ltd |
Deputy General Manager |
21. Mr. Rajiv Ranjan Singh |
57 |
Vice President |
1,09,54,668 |
MSc |
11.02.2010 |
33 |
Tata Ryeson Ltd. |
Sr. Manager |
22. Mr. Pramod Kumar Patra |
55 |
Executive Vice President |
1,07,82,924 |
MBA |
18.04.2005 |
34 |
O.M.D. Co Ltd |
Manager |
23. Mr. Piyus Srivastava |
44 |
Vice President |
1,05,76,032 |
Diploma |
01.07.2022 |
25 |
Martrade shipping |
Consultant |
C. Employed for part of the financial year and were in receipt of
remuneration of not less than L 8,50,000 (Rupees Eight Lakh Fifty Thousand only)
per month:
Sr. No. Name |
Age (in years) |
Designation |
Remuneration (in L) |
Qualification |
Date of commencement of
employment |
Experience (in years) |
Last employment held |
Designation |
1. Mr. Anirban Basu |
49 |
President |
1,98,44,139 |
PGD/PGDBM/PGDM |
16.04.2024 |
26 |
Dalmia Bharat Cement Ltd |
Executive Director |
2. Mr. Rajesh Nair |
56 |
Executive Vice President |
1,52,01,064 |
MMS |
01.07.2024 |
33 |
Polycab India |
Executive President &
CHRO |
3. Mr. Arvind Kumar Bhagat |
56 |
Executive Vice President |
1,35,87,630 |
BE |
21.12.2004 |
34 |
Jsr Sinter Pvt. Ltd. |
Sr. Manager |
4. Mr. Biju Palavathu Krishnan
Nair |
58 |
Executive Director |
1,31,55,270 |
BTech |
16.04.2024 |
35 |
ARCELORMITTAL |
CEO |
5. Mr. Shivkumar Sundaresan |
60 |
Executive Vice President |
1,13,56,216 |
Bcom,Mcom |
31.12.2010 |
38 |
Essar Steel |
Head - Flat Products |
6. Mr. Khirod Kumar Barik |
47 |
Vice President |
1,12,44,595 |
MBA |
15.04.2024 |
23 |
ESL Steel Limited |
General Manager |
7. Mr. M Karthikeyan |
57 |
Executive Vice President |
1,08,11,091 |
MSc |
30.09.2023 |
37 |
G4S India |
Director Operations |
8. Mr. Arup Pal |
60 |
Executive Vice President |
92,40,769 |
BE |
01.12.2019 |
38 |
Jindal Power Limited |
Vice president |
9. Mr. Anil Mittal |
56 |
Executive Vice President |
90,57,488 |
AMIE |
01.09.2024 |
22 |
Jindal Steel Odisha Limited |
EVP |
10. Mr. Sanjeev Kumar |
61 |
Executive Vice President |
84,66,185 |
MA |
20.10.1990 |
35 |
NA |
NA |
11. Mr. V Srikanth |
59 |
President |
77,38,518 |
B.Sc.(Engineering) |
23.05.2024 |
35 |
Vedanta Limited |
Chief Executive Officer |
12. Mr. Sanjay Kumar Sinha |
57 |
Executive Vice President |
74,46,133 |
ICSE,BSc,BE |
14.06.2007 |
33 |
Sunflag Iron & Steel
Company |
A.G.M |
13. Mr. Vipin Sharma |
56 |
Vice President |
71,86,690 |
MBA |
05.02.1993 |
32 |
NA |
NA |
14. Mr. Satyendra Singh |
61 |
Executive Vice President |
62,48,031 |
MSc |
27.01.2003 |
30 |
Hospet Steel Ltd. |
Manager |
15. Mr. Dilip Kumar Sinha |
56 |
President |
59,22,061 |
MBA |
18.11.2024 |
28 |
Vedanta |
CHRO |
16. Mr. Subhadeep Khan |
43 |
Vice President |
49,16,503 |
PGD/PGDBM/PGDM |
14.10.2023 |
21 |
Bharat Aluminium Company Ltd
(Vedanta Ltd.) |
GM - CHRO |
17. Mr. Samir Mahendra Matani |
52 |
Executive Vice President |
42,90,890 |
B.com,ICAI |
14.06.2022 |
28 |
Moment Consultancy |
Director |
18. Mr. Shyam Sunder
Maheshwari |
52 |
Vice President |
32,93,772 |
B.com,Corporate Law,Diploma |
09.03.2022 |
28 |
RASHMI GROUP |
Group CFO |
19. Mr. Minesh Chandra Dwivedi |
52 |
Vice President |
30,90,463 |
BE,PG Diploma in Management |
15.05.2007 |
21 |
Ispat Industries Ltd |
Manager |
20. Mr. Ritesh Mohan Srivastava |
38 |
Vice President |
19,55,643 |
BTech |
04.02.2025 |
12 |
BharatPe |
Chief Data Scientist |
Notes:
1. Remuneration includes basic salary, allowances, leave travel
allowances, company's contribution to provident fund and superannuation fund, leave
encashment, reimbursements, monetary value of perquisites, target variable pay etc.
2. None of the employees holds by himself/herself or along with his/her
spouse and dependent children, 2% or more of equity shares of the Company.
3. All appointments are/were contractual in accordance with terms &
conditions as per company rules.
4. None of the employee(s) is a relative of any Director of the
Company.
5. Details of Remuneration of Wholetime Directors are given elsewhere
in the Corporate Governance Report.
Form No. Mr 3
Secretarial Audit Report
For The Financial Year Ended 31st March, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members of
Jindal Steel & Power Limited
CIN: L27105HR1979PLC009913
O.P. Jindal Marg, Hisar 125 005, Haryana
We have conducted the secretarial audit of compliance with the
applicable statutory provisions and adherence to good corporate practices by
JINDAL STEEL & POWER LIMITED (hereinafter called
"the Company") for the financial year ended 31st
March, 2025. Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information, details and explanation provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that
in our opinion, the Company has, during the audit period covering the financial year ended
31st March, 2025 complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter: We have examined the
books and papers, minute books, forms and returns filed and other records maintained by
the Company for the Financial Year ended 31st March, 2025 according to the
provisions of: i. The Companies Act, 2013 ("the Act") and the rules made
thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the
rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulation
made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial borrowings; v. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, 1992 (SEBI Act'): - a)
The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 as amended from time to time; c) The Securities and
Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client; - Not applicable as the
Company is not registered as Registrar to an Issue and Share Transfer Agent during the
year under review; d) The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation, 2015; e) The Securities and Exchange Board of
India (Issue of Capital and disclosure Requirements) Regulation, 2018; f) The Securities
and Exchange Board of India
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021; g) The Securities and Exchange Board of
India (Delisting of Equity Shares) Regulation, 2021; - Not applicable as there was no
reportable event during the period under review; h) The Securities and Exchange Board
of India (Buyback of Securities) Regulations, 2018; - Not applicable as there was no
reportable event during the period under review; i) The Securities and Exchange Board
of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 Not
applicable as the Company has not issued and listed Non-convertible securities during the
financial year under review;
We have also examined compliance with the applicable clauses of the
following: (i) Secretarial Standards with respect to Meetings of Board of Directors
(SS-1), General Meetings (SS-2) and Dividend (SS-3) issued by the Institute of Company
Secretaries of India; (ii) The Listing Agreements entered into by the Company with BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE) read with the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and amendments made thereunder (Listing Regulations') During the period
under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. as mentioned above.
As far as the compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, we report that all events which were due to be classified as UPSI has
been captured in the SDD data base maintained by the Company as prescribed under
Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulation, 2015.
We further report that the Company has, in our opinion, complied with
the provisions of the Act and the rules made under and the Memorandum of Association and
Articles of Association of the Company, with regard to: a. Maintenance of various
Statutory registers and documents making necessary entries therein; b. Closure of the
register of member's / record date; c. forms, returns, documents and resolutions
required to be filed with the Ministry of
Corporate Affairs, Registrar of Companies and the Central Government;
d. service of documents by the Company on its Members, Auditors and the Registrar of
Companies; e. Notice / Agenda of Board Meetings and Committee Meetings of directors and
the Shareholders; f. Minutes of proceedings of General Meetings and of the Board and its
Committee meetings; g. Approvals of the Members, the Board of Directors, the Committees of
Directors and the government authorities, wherever required; h. The Company has obtained
necessary disclosures from all the Directors, confirmation towards their eligibility to
become the director of the company, qualification to become an Independent Director of the
Company, nomination of Directors in various committee(s) are within the limits prescribed
under the Act and compliances under the Code of Conduct from Directors; i. Constitution of
the Board of Directors / Committee(s) of Directors, appointment, retirement and
re-appointment of Directors including the Managing Director and Whole-time Director; j.
Payment of remuneration to Directors including the Whole-time Directors and Managing
Director; k. Appointment and remuneration of Auditors; l. Transfers and transmissions of
the Company's shares, and issue and dispatch of duplicate certificates of shares; m.
Borrowings and registration, modification and satisfaction of charges wherever applicable;
n. Financial Statements comprising the balance sheet as prescribed under Part I, statement
of profit and loss as prescribed under Part II and
General Instructions for preparation of the same as prescribed in
Schedule III to the Act; o. Board's Report; p. Contracts, common seal, registered
office and publication of name of the Company; and q. All other applicable provisions of
the Act and the Rules made under the Act.
The 45th Annual General Meeting of the Company was held on
30th August, 2024.
We further report that: vi. The following are various laws applicable
to the Company. According to the information/details/ explanation provided to us, the
Company has complied with the provisions of the following Acts and the rules made
thereunder, and the Company has a mechanism to monitor the compliances of the said laws,
to the extent applicable.
The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder;
The Factories Act,1948
The Payment of Wages Act,1936
The Minimum Wages Act,1948
Employees Provident Fund and Misc. Provisions Act,1952
Employees State InsuranceAct,1948
The Payment of Bonus Act,1965
The Environment (Protection) Act,1986
The Explosives Act, 1884
The Mines Act, 1952
The Mines & Minerals (Regulation & Development) Act,
1956
The Hazardous Waste (Management, Handling Transboundary
Movements) Rules, 2008
Income Tax Act 1961, Goods and Services Tax Act, 2016 and rules
made thereof.
The Indian Contract Act, 1872
The Negotiable Instrument Act,1881
The Maternity Benefits Act 1961
The Payment of GratuityAct,1972
The Industrial Disputes Act,1947
The Child Labor (Regulation and Abolition) Act,1970
The Indian Registration Act, 1808
The Industrial Health & Safety Act, 1972
The Indian Evidence Act, 1872
The Consumer Protection Act, 1886
The Chattisgarh Labour Welfare Fund Act, 1982
The Odisha Labour Welfare Fund Act, 1996
The Jharkhand Labour Welfare Fund Act
The Weekly Holidays Act,1942
The Electricity Act, 2003
The Sexual Harassment of Women at Work Place (Prevention,
Prohibition, and Redressal) Act, 2013
The Water (Prevention & Control of Pollution) Act 1974 and
rules thereunder
The Air (Prevention & Control of Pollution) Act 1981 and
rules thereunder We further report that:
The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non- Executive Directors, Independent Directors
including Women 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 the Directors to schedule the
Board Meetings, agenda and detailed notes on agenda were also sent within the prescribed
timeline, 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.
All the decisions of the Board and Committees thereof were
carried through with requisite majority.
The Company has obtained all the necessary approvals under the various
provisions of the Act, as and when required.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations, and guidelines.
During the period under review, the Company has taken the approvals of
shareholders for the following matters:
Postal Ballot
1) To approve the related party transaction(s) with Nalwa Steel and
Power Limited
2) To approve the related party transaction(s) with Vulcan Commodities
DMCC
3) To approve the related party transaction(s) with Jindal Saw Limited
4) To approve the related party transaction(s) with respect to
corporate guarantee to be issued on behalf of Jindal Paradip Port Limited
5) To approve the related party transaction(s) between Jindal Steel
Odisha Limited and Jindal Saw Limited
6) To approve the related party transaction(s) between Jindal Steel
Odisha Limited and Nalwa Special Steel Limited
Annual General Meeting
1) To consider and adopt (a) Audited Standalone Financial Statements of
the Company for the financial year ended March 31, 2024 and the reports of Board of
Directors and Auditors thereon; (b) Audited Consolidated Financial Statements of the
Company for the Financial Year ended March 31, 2024, and the report of Auditors thereon;
2) To declare final dividend for the financial year
2023-24
3) To appoint Mr. Damodar Mittal (DIN: 00171650), who retires by
rotation and being eligible, offers himself for reappointment as a Director
4) To ratify the remuneration of Cost Auditors for the Financial Year
ending March 31, 2025 vii. There are 58 cases filed by/ against the company having
financial implication of Rupees 50 crore or more, under various statutes, which are at
different stages. For the sake of brevity, the title, forum and the status are not given
in this report. Details of the same were provided to us for our verification and records.
Form No. Mr-3
Secretarial Audit Report
For The Financial Year Ended 31st March, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]
To
The Members
Jindal Steel Odisha Limited
(Formerly Known as JSP Odisha Limited) GA PL No 3 Rev Pl No 1163N1164
Forest Park Bhubaneswar Odisha 751009
We have conducted the secretarial audit of the compliance records and
Books of Accounts of applicable statutory provisions and the adherence to good corporate
practices by Jindal Steel Odisha Limited (Formerly known as JSP Odisha Limited)
(hereinafter called the "Company"). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on our papers, minute books, forms and returns filed and other
records maintained by the company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit,
We hereby report that in our opinion, the company has, during the audit period covering
the financial year ended on 31 st March, 2025 complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter: We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31 st
March, 2025 according to the provisions of: i. The Companies Act, 2013 (the Act) and the
rules made thereunder; ii. The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under; iii. The Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial borrowings.
(The Company did not have any Foreign Direct Investment during the
financial year); iv. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act') are not applicable
on the Company, as the Company is not listed on the reorganized stock exchange of India: -
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations,2015; c) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client; d) The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as Listing Regulations'). of the Company books, e) The Securities and
Exchange Board of India (Depositories and Participant) Regulations, 2018.
We have also examined compliance with the applicable clauses of
Secretarial Standards with respect to Meetings of Board of Directors (SS-1), General
Meetings (SS-2) and Dividend (SS-3) issued by the Institute of Company Secretaries of
India v. It is further reported that the Company has, in our opinion, complied with the
provisions of Companies Act, 2013 and the rules made under the Act and the Memorandum and
Articles of Association of the Company, with regard to: a) Maintenance of the various
Statutory registers and documents making necessary entries therein; b) Closure of the
register of members/ record date; c) forms, returns, documents and resolutions required to
be filed with the Registrar of
Companies and the Central Government; d) service of documents by the
Company on its Members, Auditors and the Registrar of Companies; e) Notice of Board
Meetings and Committee Meetings of directors; f) The 3rd Annual General Meeting
held on 30.09.2024. g) Minutes of proceedings of General Meetings and of the Board and its
Committee meetings; h) Approvals of the Members, the Board of Directors, the Committees of
Directors and the government authorities, wherever required; i) Constitution of the Board
of Directors / Committee(s) of Directors, appointment, retirement and re-appointment of
Directors including the Managing Director and Whole-time Director; j) Payment of
remuneration to Directors (only payment of sitting fees in respect of directors, as no
other remuneration is paid to the directors) including the KMP; k) Appointment and
remuneration of Auditors; l) Transfers and transmissions of the Company's shares and issue
and dispatch of duplicate certificates of shares; m) Form of balance sheet as prescribed
under
Part I, form of statement of profit and loss as prescribed under Part
II and General Instructions for preparation of the same as prescribed in Schedule III to
the Act; n) Director's report; o) Contracts, common seal, registered office and
publication of name of the Company; and p) All other applicable provisions of the Act and
the Rules made under the Act.
We further report that:
The following are the various laws applicable to the Company. According
to the information/ details/explanation provided to us, the Company has complied with the
provisions of the said Acts and the Company has a mechanism to monitor the compliances of
the said laws, to the extent applicable.
The Factories Act,1948
The Payment of Wages Act,1936
The Minimum Wages Act,1948
Employees Provident Fund and Misc. Provisions Act,1952
Employees State InsuranceAct,1948
The Payment of Bonus Act,1965
The Environment (Protection) Act,1986
Income Tax Act 1961, Goods and Services Tax Act, 2016 and rules
made thereof.
Negotiable Instrument Act,1881
Maternity Benefits Act 1961
Payment of GratuityAct,1972
The Industrial Disputes Act,1947
The Child Labor (Regulation and Abolition) Act,1970
The Weekly Holidays Act,1942
Water (Prevention & Control of Pollution) Act 1974 and rules
thereunder
Air (Prevention & Control of Pollution) Act 1981 and rules
thereunder During the period under review the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors and Non- Executive 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. However, following the
resignation of Ms. Suhana Bibi as a Woman Director effective from December 20, 2024, the
Company has appointed Mrs. Shruti Agrawal (DIN: 11138183) as Women Director w.e.f.
June 04,
2025 of the company to fulfill the requirements of Section 149(1) of
the Act. The following changes took place during the audit period:
Mr. Kashish (PAN: ETTPK2884J) has been appointed as a
company Secretary of the Company w.e.f. May 11, 2024.
Mr. Hanuman Kumar Sharma (PAN: AMCPS0963N) has been appointed as a
Chief Financial Officer of the Company w.e.f. May 11, 2024.
Ms. Suhana Bibi (DIN: 10197434) has ceased to be Director of the
Company with effect from the close of business hours on December 20, 2024 due to her prior
engagement.
Mr. Venkata Sridhar Revinipati (DIN: 10072538) has ceased to be
Director of the Company with effect from the close of business hours on February 28, 2025
due to his prior engagement.
However after the financial year ended on March
31, 2025, the following changes took place in the directorship of the
company: Mr. Dinesh Kumar Tripathi (DIN: 11096894) has been appointed as a
Whole-Time Director of the Company w.e.f. May 28, 2025.
Mrs. Shruti Agrawal (DIN: 11138183) has been appointed as a
Women Director of the Company w.e.f. June 04, 2025.
Adequate notices were given to all the Directors for the Board
Meetings, agenda and detailed notes on agenda were also sent within the prescribed
timelines, 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.
All the decisions of the Board of Directors were carried through with
requisite majority.
The Company has obtained all the necessary approvals under the various
provisions of the Act, as and when required.
We further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations, and guidelines.
During the period under review, the Company has taken the approval of
shareholders for the following matters:
Extra-Ordinary General Meeting (June 12, 2024)
Approval of conversion of Loan into Equity in case of an event of
default' in terms of the Facility Agreement, the whole or part of the Secured
Obligations due to the lenders (as defined in the Facility Agreement) in relation to the
working capital facilities for an aggregate amount of B 2,000,00,00,000 (Rupees Two
Thousand Crore only).
Extra-Ordinary General Meeting (July 29, 2024)
Amendment to Clause iii (A) of the Memorandum of Association of the
Company.
Extra-Ordinary General Meeting (September 19, 2024)
Increase in the Authorised Share Capital of the Company from B
674,00,00,000/- (Rupees Six Hundred and Seventy Four Crore only) to B
905,31,00,000/- (Rupees Nine Hundred Five Crore and Thirty One Lakh only) pursuant to the
approval of the members of the Company.
Extra-Ordinary General Meeting (January 29, 2025)
Increased in the Authorized Share capital of the Company from B
905,31,00,000/- (Rupees Nine Hundred Five Crore and Thirty One Lakh only) divided into
45,74,70,000 (Forty Five Crore Seventy Four Lakh and Seventy Thousand) equity shares of
B 10/- (Rupees Ten only) each and 44,78,40,000 (Forty Four Crore Seventy Eight Lakh
and Forty Thousand) preference shares of B 10/- (Rupees Ten only) each to B
14,00,00,00,000/- (Rupees Fourteen Hundred Crore only) divided into 60,00,00,000 (Sixty
Crore) equity shares of B 10/- (Rupees Ten only) each and 80,00,00,000 (Eighty Crore)
preference shares of B 10/- (Rupees Ten only) each
Extra-Ordinary General Meeting (January 30, 2025)
The approval of the members has been granted to the Board of Directors
invite, offer, issue, and allot of Compulsorily Convertible Preference shares upto
80,00,00,000 (Eighty Crore Only) Compulsorily Convertible Preference Shares
("CCPS") of B 10/- (Rupees Ten only) each at a premium of B 90/-
(Rupees Ninety only) each, aggregating to B 800,00,00,000 (Rupees Eight Hundred
Crore only), in one or more tranche(s), for cash from time to time.
Extra-Ordinary General Meeting (March 06, 2025)
The approval of the members has been granted to cancel the un-issued
Authorised Equity Share Capital amounting to B 2,60,00,00,000/- (Rupees Two Hundred and
Sixty Crore only) divided into 26,00,00,000 (Twenty Six Crore) Equity Shares of B
10/- (Rupees Ten only) each out of total Authorised Equity Share Capital of B
6,00,00,00,000/- (Rupees Six Hundred Crore only) and un-issued Authorised Preference Share
Capital of B 3,40,00,00,000/- (Rupees Three Hundred and Forty Crore only) divided into
34,00,00,000 (Thirty Four Crore) Preference Shares of B 10/- (Rupees Ten only) out of
total Authorised Preference Share Capital of B 8,00,00,00,000/- (Rupees Eight
Hundred Crore only) and in lieu of the cancelled Authorised Equity Share Capital and
Authorised Preference Share Capital, increase the Authorised Preference Share Capital of B
6,00,00,00,000 (Rupees Six Hundred Crore only) divided into 6,00,00,000 (Six Crore)
Preference Shares of B 100/- (Rupees One Hundred only).
Extra-Ordinary General Meeting (March 10, 2025)
The approval of the members has been granted to invite, offer, issue,
and allot 0.001% Optionally Convertible Redeemable Preference Shares ("OCRPS" or
"Preference Shares") up to 6,00,00,000 (Six Crore) with a face value of B 100/-
(Rupees One Hundred Only) per OCRPS, for an aggregate value not exceeding B 6,00,00,00,000
(Rupees Six
Hundred Crore only), in one or more tranches, from time to time.
We further report that during the audit period, the Company has issued
and allotted:
Allotment of 75,06,000 Equity Shares of B 10/- each at a premium
of B 90/- on the 18th day of April 2024 to the existing shareholders of the
company.
Allotment of 39,81,000 Equity Shares of B 10/- each at a premium
of B 90/- on the 16th day of May 2024 to the existing shareholders of the
Company.
Allotment of 65,50,729 of B 10/- each at a premium of B 90/- on
the 05th day of July 2024 to the existing shareholders of the Company.
Allotment of 38,90,000 Equity Shares of B 10/- each at a premium
of B 90/- on the 12th day of August 2024 to the existing shareholders of the
Company.
Allotment of 55,00,000 Equity Shares of B 10/- each at a premium
of B 90/- on the 16th day of September 2024 to the existing shareholders of the
Company.
Allotment of 1,29,00,000 Equity Shares of B 10/- each at a
premium of B 90/- on the 17th day of October 2024 to the existing shareholders
of the Company.
Allotment of 74,00,000 Compulsorily Convertible Preference
Shares ("CCPS") of B 10/- each at a premium of B 90/- on the 04th day
of December 2024 to the existing shareholders of the Company.
Allotment of 74,06,000 Compulsorily Convertible Preference
Shares ("CCPS") of B 10/- each at a premium of B 90/- on the 13th day
of January 2025 to the existing shareholders of the Company.
Allotment of 81,00,000 Compulsorily Convertible Preference
Shares ("CCPS") of B 10/- each at a premium of B 90/- on the 07th day
of February 2025 to the existing shareholders of the Company.
Allotment of 6,08,15,000 Compulsorily Convertible Preference
Shares ("CCPS") of B 10/- each at a premium of B 90/- on the 03rd day
of March 2025 to the existing shareholders of the Company.
Annual Report on CSR Activites
1. Brief Outline on CSR Policy of the Company:
The Company strongly believes that sustainable community development is
essential for harmony between the community and the industry. The Company endeavours to
make a positive contribution, especially to the underprivileged communities by supporting
a wide range of socio economic, educational and health initiatives.
The Health, Safety, CSR, Sustainability and Environment Committee
("HSCSE Committee") of the Board of Directors of the Company oversees the
implementation of CSR Policy of the Company.
In the line with the provisions of the Act and on the recommendations
of the HSCSE Committee the Board of Directors has approved the CSR Policy of the Company.
Details CSR Policy of the Company has been uploaded on the website of the Company at
www.jindalsteel.com.
2. Composition of CSR Committee as at March 31, 2025:
Sl. No. Name of the
Director |
Designation/ Nature of
Directorship |
Number of meetings of the
CSR Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Dr. Bhaskar Chatterjee |
Chairman/ Independent Director |
1 |
1 |
2. Mrs. Shivani Wazir Pasrich |
Member/ Independent Director |
1 |
1 |
3. Mr. Sabyasachi Bandopadhyay |
Member/ Executive Director |
1 |
1 |
3. Provide the web-link
where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company |
: The details of
the composition of the Company's HSCSE Committee, CSR Policy, and CSR Projects are
disclosed on the website of the company at www.jindalsteel.com. |
4. Provide the details of
the Impact Assessment of CSR projects carried out in pursuance of sub- rule (3) of rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014 if applicable
(attach report) |
N.A. |
|
|
5. Details of the amount available for set off in pursuance of
sub-rule (3) of the rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount
required for set off for the financial year, if any.:
Sl. No. Financial
Year |
Amount available for
set-off from preceding financial years (in L) |
Amount required to be
set-off for the financial (in L) |
1. 2023-24 |
N.A. |
NA |
2. 2022-23 |
N.A. |
NA |
3. 2021-22 |
N.A. |
N.A. |
6. Average net profit of the company as per section 135(5): B
8,351.62 crore
7. (a) Two percent of average net profit of the company as per section
135 (5): B 167.03 crore (b) Surplus arising out of CSR projects or programmes or
activities of the previous financial year: NIL (c) Amount required to be set-off
for the financial year if any: NIL
(d) Total CSR obligation for the financial year (7a+7b-7c): B
167.03 crore
8. (a) CSR amount spent or unspent for the financial year:
|
|
Amount Unspent (in L) |
|
|
Total Amount spent for the
Financial Year (in L) |
Total amount
transferred to unspent CSR Account as per section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section 135
(5) |
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of Transfer |
267.42 crore |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(b) Details of CSR amount spent against ongoing projects for the
financial year:
1 2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
11 |
Sl. No. Name of the
Project |
Item form the list of
activities in Schedule VII to the |
Local Area (Yes/No) |
Location of
the Project |
Project Duration |
Amount Allocated for the
Project |
Amount Spent in the
Current Financial Year |
Amount Transferred to
Unspent CSR Account for the Project as per Section 135 (6) |
Mode of Implemen- tation |
Mode of
Implementation through Implementing Agency |
|
Act. |
|
State |
District |
|
(K in crore) |
(K in crore) |
(K in crore) |
Direct (Yes/No)* |
Name |
CSR Registration Number |
1. Health & Nutrition |
(i) |
Yes + One Aspirational |
Chhattisgarh, Jharkhand, |
Puri, Khordha, Angul,
Keonjhar, |
1 Year |
85.95 |
52.76 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
District |
Odisha and |
Sundergarh, |
|
|
|
|
|
LEPRA |
CSR00004850 |
|
|
|
Haryana |
Raigarh, Ramgarh, Nuh, Yamuna
Nagar, |
|
|
|
|
|
LV Prasad Eye Institute |
CSR00001698 |
|
|
|
|
Kaithal, Cuttack, Kurukshetra |
|
|
|
|
|
Goutam Budh Medical Foundation |
CSR00031566 |
|
|
|
|
|
|
|
|
|
|
Om Prakash Jindal Gramin Jan
Kalyan Sansthan |
CSR00009251 |
|
|
|
|
|
|
|
|
|
|
Swami Vivekanda National
Institute Of Rehabilitation Training And Research |
CSR0049532 |
2. Drinking Water &
Sanitation |
(i) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Puri, Khordha |
1 Year |
7.36 |
3.95 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand, Haryana |
Angul, Keonjhar, Sundergarh,
Ramgarh, Raigarh, Kurukshetra, Yamunanagar, Kaithal |
|
|
|
|
|
Om Prakash Jindal Gramin Jan
Kalyan Sansthan |
CSR00009251 |
3. Education |
(ii) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Angul, Ganjam, |
1 Year |
131.49 |
149.83 |
0 |
Yes + Partner |
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand, |
Raigarh, |
|
|
|
|
|
OPJGU |
CSR00005012 |
|
|
|
Andhra Pradesh and |
Keonjhar Khordha |
|
|
|
|
|
OPJU |
CSR00006471 |
|
|
|
Haryana |
Sundergarh, Kurnool, |
|
|
|
|
|
JEWS- Barbil |
CSR00004050 |
|
|
|
|
Ramgarh, |
|
|
|
|
|
JEWS- Raigarh |
CSR00005521 |
|
|
|
|
Kurukshetra, Yamunanagar, |
|
|
|
|
|
JEWS, Patratu |
CSR00036873 |
|
|
|
|
Kaithal |
|
|
|
|
|
Om Prakash Jindal |
CSR00009251 |
|
|
|
|
|
|
|
|
|
|
Gramin Jan Kalyan Sansthan
Gurukul Foundation |
CSR00018697 |
|
|
|
|
|
|
|
|
|
|
Army Wives Welfare Association |
CSR00001826 |
|
|
|
|
|
|
|
|
|
|
Global Happiness |
CSR00035683 |
|
|
|
|
|
|
|
|
|
|
Foundation Himveer |
CSR00073225 |
|
|
|
|
|
|
|
|
|
|
Wives Welfare Association We
4 You Charitable Trust |
CSR00020855 |
|
|
|
|
|
|
|
|
|
|
ISKCON |
CSR00005241 |
|
|
|
|
|
|
|
|
|
|
Pratishtha |
CSR00014945 |
|
|
|
|
|
|
|
|
|
|
Aayush Siksha Samiti |
CSR00024969 |
|
|
|
|
|
|
|
|
|
|
Sekh Allaudin |
CSR00054371 |
|
|
|
|
|
|
|
|
|
|
Memorial Trust Times Employ
India Foundation |
CSR00003866 |
|
|
|
|
|
|
|
|
|
|
Pantiss Foundation |
CSR00022598 |
|
|
|
|
|
|
|
|
|
|
Shri Viswamitra Shikshan
Samiti |
CSR00021072 |
|
|
|
|
|
|
|
|
|
|
Mahendra Nath Ghosh
Educational & Welfare Trust |
CSR00006860 |
|
|
|
|
|
|
|
|
|
|
Seva Education Trust |
CSR00034145 |
|
|
|
|
|
|
|
|
|
|
Wockhardt Foundation |
CSR00000161 |
|
|
|
|
|
|
|
|
|
|
Aryabhatta |
CSR00027515 |
|
|
|
|
|
|
|
|
|
|
Institute Of Education and
Technology Trust |
|
4 Skill Development |
(ii) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Angul, Raigarh, Ramgarh, |
1 year |
34.06 |
2.97 |
0 |
|
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand, Haryana |
Keonjhar, Kurukshetra,
Yamunanagar, |
|
|
|
|
|
Lighthouse Communities
Foundation |
CSR00001116 |
|
|
|
|
Sundargarh |
|
|
|
|
|
JEWS- Raigarh |
CSR00005521 |
|
|
|
|
|
|
|
|
|
|
Om Prakash Jindal Gramin Jan
Kalyan Sansthan |
CSR00009251 |
|
|
|
|
|
|
|
|
|
|
JEWS, Patratu |
CSR00036873 |
5 Environment &
Agriculture |
(iv) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Angul, Raigarh, |
1 Year |
10.03 |
4.78 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand |
Keonjhar, Sundergarh, Ramgarh |
|
|
|
|
|
HDFcDAR |
CSR00056048 |
6. Sustainable Livelihood |
(iii) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Angul, Raigarh, |
1 Year |
65.01 |
2.61 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
& Women Empowerment |
|
District |
Jharkhand |
Keonjhar, Sundergarh, Ramgarh |
|
|
|
|
|
BCKIC |
CSR00033930 |
7. Sports |
(vii) |
Yes + One Aspirational |
Odisha, Chhattisgarh, |
Angul, Raigarh, |
1 Year |
6.77 |
3.33 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand, Haryana |
Keonjhar, Sundergarh,
Ramgarh, |
|
|
|
|
|
Om Prakash Jindal Gramin Jan
Kalyan Sansthan |
CSR00009251 |
|
|
|
|
Kurukshetra, Yamunanagar,
Kaithal |
|
|
|
|
|
Aadim Sanskriti |
CSR00017083 |
8 Art & Culture |
(v) |
Yes +One Aspirational |
Odisha, Chhattisgarh, |
Angul, Raigarh, |
1 Year |
7.54 |
5.14 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
District |
Jharkhand |
Khordha, Keonjhar,
Sundergarh, Ramgarh |
|
|
|
|
|
Flag Foundation of India |
CSR00009258 |
9. Rural Infrastructure |
(x) |
Yes +One Aspirational
District |
Odisha, Chhattisgarh,
Jharkhand, AndraPradesh & Rajasthan |
Angul, Raigarh, Keonjhar,
Sundergarh, Ramgarh, Bikaner, Kurnool |
1 Year |
32.35 |
15.96 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
10. Social Inclusion |
(ii) & (iii) |
Yes |
Odisha, Chhattisgarh, |
Angul, Dhenkanal, |
1 Year |
71.12 |
23.32 |
0 |
Yes +Partners |
Jindal Foundation |
CSR00004925 |
|
|
|
Jharkhand, Delhi, Uttar |
Puri, Khordha |
|
|
|
|
|
Ideal Development Agency |
CSR00001925 |
|
|
|
Pradesh, Bihar and Delhi |
Jaipur Keonjhar Sundergarh
Hapur |
|
|
|
|
|
Ramadevi Village Development
Organisation |
CSR00017665 |
|
|
|
|
Raigarh |
|
|
|
|
|
Om Prakash Jindal |
CSR00009251 |
|
|
|
|
Ramgarh, Kaithal,
Kurukshetra, Yamuna Nagar and Danapur |
|
|
|
|
|
Gramin Jan Kalyan Sansthan
Adivasi Vikash Samity |
CSR00020164 |
|
|
|
|
|
|
|
|
|
|
Missionaries of Charity |
CSR00016527 |
|
|
|
|
|
|
|
|
|
|
Rawa Academy |
CSR00002778 |
|
|
|
|
|
|
|
|
|
|
Shivashakti |
CSR00069411 |
|
|
|
|
|
|
|
|
|
|
Organization Child And Women
Development Society |
CSR00053283 |
|
|
|
|
|
|
|
|
|
|
RAHI |
CSR00013666 |
|
|
|
|
|
|
|
|
|
|
PRAYAS Juvenile Aid Centre |
CSR00001803 |
|
|
|
|
|
|
|
|
|
|
SHEOWS |
CSR00000665 |
TOTAL |
|
|
|
|
|
451.68 |
264.65 |
0 |
|
|
|
Note: * A part of the CSR activities was implemented by implementing
agencies.
(c) Details of CSR Amount spent against other than ongoing projects for
the financial year: N.A.
1 2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sl. No. Name of the
Project |
Items from the list of
activities in schedule VII |
Local Area (Yes/No) |
Location of
the Project |
Amount Spent for the
Project |
Mode of Implementation
Direct (Yes/No) |
Mode of Implementation
Through implementing agency CSR |
|
to the Act |
|
State |
District |
(in K) |
|
Name Obligation No. |
|
|
|
|
Not Applicable |
|
|
(d) Amount spent in Administrative Overheads: B 2.77 crore
(e) Amount spent in Impact Assessment, if applicable: Not
Applicable (f) Total amount spent for the Financial Year (8b+8c+8d+8e): B 267.42
crore (g) Excess amount for set off, if any:
Sl. No. Particulars |
Amount (in crore) |
(i) Two percent of the average net profit of
the company as per section 135(5) |
167.03 |
(ii) Total amount spent for the financial
year |
267.42 |
(iii) Excess amount spent for the financial
year (ii-i) |
100.39 |
(iv) Surplus amount of the CSR
projects or programmes or activities of the previous financial years, if any |
Nil |
(v) Amount available for set-off in
succeeding financial years (iii-iv) |
100.39 |
9. (a) Details of the Unspent CSR amount for the preceding three
financial years:
Sl. No. Preceding
Financial Year |
Amount transferred to
Unspent CSR Account under |
Amount spent in the
reporting financial year |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any |
Amount remaining to be
spent in succeeding |
|
Section 135(6) (in K) |
(in K) |
Name of the Fund |
Amount (in K) |
Date of Transfer |
financial years (in K) |
|
|
Not Applicable |
|
|
|
(b) Details of CSR amount spent in the Financial Year for ongoing
projects of the preceding financial year(s):
1 2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
Sl. No. Project
ID |
Name of the Project |
Financial Year in which
the project was commenced |
Project Duration |
Total Amount allocated
for the project (in K) |
Amount spent on the
project in the reporting Financial Year (in K) |
Cumulative amount spent
at the end of reporting financial year (in K) |
Status of the project
Completed / Ongoing |
|
|
|
Not Applicable |
|
|
|
10. In case of the creation or acquisition of the capital asset,
furnish the details relating to the asset so created or acquired through CSR spent in the
financial year(asset-wise details): Not Applicable
(a) Date of creation or acquisition of the capital asset(s): N.A.
(b) Amount of CSR spent for creation or acquisition of the capital
asset(s): N.A.
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc. : N.A.
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset): N.A.
11. Specify the reason(s), if the company has failed to spend two
percent of the average net per section 135(5): Not Applicable
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo Required Under The Companies (Accounts) Rules, 2014
A. Conservation of Energy
(i) Steps taken or impact on conservation of energy: Raigarh:
1. Installation of 800 KW rooftop solar in Rail Forging plant [approx. 11,91,360
kWh saving]
2. Installation of 250 TPH coal dryer in Coke Oven plant [approx. 1,124
tons of coal saving]
3. Installation of LED lights in DCPP coal bunker area [approx. 57,857
kWh saving]
4. Replacement of damaged APH tubes in DCPP [approx. 26,932,060 kWh and
24,236 tons of coal saving]
5. LED lights installed at Coke Oven Plant area [approx. 78,490 kWh
saving]
Angul:
1. A 205 TPH Gas Fired Boiler has been Installed to Improve the
utilization of BF Gas
2. Fuel Rate (Coke + PCI) has been reduced by 10 kg/Ton of Hot Metal by
the Process Improvements in Blast furnace Plant
3. VFD have been Installed in Secondary Air Fan 1 & 2 (2 x
800 kW Motor) in Power Plant Unit 2
4. Production of Byproducts (Tar & Crude Benzol) have been Improved
by 2% by the Process Improvements in Coke Oven Plant
5. 2 Nos of Cooling Tower Fan Blades have been replaced with Energy
Efficient Blades
6. Specific Power Consumption has been reduced by 6% by the Process
Improvements in Sinter Plant and Coal Gasification Plant
7. 2200 Nos of Conventional Lighting has been replaced with LED
Lighting in DRI Plant
8. Specific Fuel Consumption of Reheating Furnaces has been reduced by
3% in Plate Mill and Bar Mill by the Process Optimization.
Barbil:
A Producer Gas Plant successfully commissioned this is designed to
generate an impressive 83,700Nm?/hr of producer gas, the plant features
18 advanced Gasifiers, each with a diameter of 4.2 metersa
landmark initiative aimed at significantly reducing reliance on conventional furnace oil
in pellet production. Producer Gas is a mixture of Gases that contain carbon monoxide,
carbon dioxide, nitrogen, and Hydrogen.
Principle chemical reactions in producer gas plant using coal as fuel
and moist blast (air + steam) for gasification.
The object of the New Technology is to produce a clean consistent
quality Producer Gas of high
Calorific Value from majority of grades of Indian
Coal from A' to F/G' grade and with faster rate
of gasification or more coal through-put per unit grate area. With this objective in view,
a deep coal bed has been introduced with extension of shaft over the conventional
generator proper of the single stage design and the product gas has been fully diverted to
the top to come out from the top of the Gasifiers.
FY-24-25:
Gas Generation: 161025319.5 NM3 FO Replacement: 17897 KL.
Punjipathra:
Installation of 1 MWp Solar Power Plant:
A rooftop solar power system has been successfully installed,
generating approximately 1,429 MWh annually (~1,20,000 KWh per month), resulting in
significant grid power savings and reduced dependency on non-renewable energy sources. Patratu:
Replacing conventional lights with LED lights resulted in an energy
saving of approximately 1080107 KWH
Raipur:
From rooftop solar plants, total 22,89,192 units of power were used.
Gare Palma IV/6:
1. Solar is being used for weighbridge operation.
2. Wheel washing system with automatic vehicle sense technology has
been installed for effective fleet cleaning and energy conservation.
3. Fog cannon with firefighting are being used for effective dust
suppressions.
4. Mist cannon (fixed) installed for effective dust suppression.
5. Installation of 5 KLD STP for treatment and recycling of domestic
waste water.
6. Staff are using bus facilities for traveling to the office from
residence.
7. Surface mines are also being used for coal production.
8. Installation of Roof Top Rain water harvesting structure.
(ii) Steps taken for utilizing alternate source of energy: Gare Palma
IV/6:
1. Solar based Digital water level recorder is being used for water
level data.
2. Solar is being used for lightening of magazine areas.
3. All mine and office lighting arrangements are fully LED which is
energy efficient.
Patratu:
Commissioning of a 4 MW rooftop solar plant at the officer's
hostel, WRM & BRM Sheds resulted energy savings of 1679378 KWh.
Raigarh:
Adoption of non-conventional energy via installation of 800
KW rooftop solar in the Rail Forging plant, replacing grid electricity and reducing
carbon footprint.
(iii) The capital investment on energy conservation equipment: Raigarh:
Initiative Description |
Investment (in K
Lakhs) |
Rooftop Solar Installation (800 KW) |
200 |
Coal Dryer in Coke Oven Plant |
21.3 |
LED Light Installation in DCPP |
1.2 |
(Coal Bunker Area) |
|
Replacement of APH Module |
1,000 |
Tubes in DCPP |
|
LED Installation at Coke Oven Plant Area |
5.9 |
Total Investment |
1,228.4 |
Gare Palma IV/6:
1. Solar based Digital water level recorder- 194000/-.
Patratu:
The capital Investment for conversion of conventional light to LED
lights is B 5667863/-
B. Technology Absorption: i) Major efforts made towards technology
absorption: Raipur a. Robotic Welding Station b. Table Top Welding Cobot c. AI based
Safety Violation Detection System
Punjipathra:
1. Zeman SBA Line Installation (for Welding Automation)
Installed advanced robotic SBA (Steel Beam Assembler) line
integrated with Fronius TPSi power sources.
Introduction of robotic welding ensures high-speed, uniform
welds with better repeatability.
2. Profile Cutting Automation (Plasma XPR300 and 20kW Laser
Cutting):
Commissioning of 20kW laser/plasma-based robotic cutting system
with 6-axis motion control and integrated nesting software for precision profile
cutting (H-beam,
U-beam, angles, etc.). ii) The benefits derived like product
improvement, cost reduction, product development or import substitution: Raigarh:
Product Development:
1. Jindal steel Raigarh has received approval from RDSO for
manufacturing the End-forged TWA (Thick Web Asymmetrical) rails. This enables us to
supplying end-forged TWA rails in the ZU-1-
60/60E1A1 profile, specifically for use in thick web switches and
switch expansion joints
2. Development of SA213 T12 Grade steel in round section for high
temperature (boiler) application for Seamless Pipes manufacturing.
3. Jindal Steel Raigarh has obtained BIS licenses to produce Structural
Weather-Resistant Steel (IS 11587) in the long products segment
4. Jindal steel Raigarh has obtained BIS licenses to produce Seismic
Resistance Grade (IS 15962) steels in flat and structural segment.
5. Developed Fire-Resistant Grade steel (IS 15103) in the flat product
segment and secured the corresponding BIS licenses
6. Jindal steel Raigarh has obtained Bureau Veritas and IRS
certifications for DH36, a high-strength structural steel grade widely used in
shipbuilding for hull construction.
7. Jindal steel Raigarh has obtained commercial production approvals
for track shoes from leading OEMs, including Caterpillar and Tata Hitachi.
Angul:
Product Development: Plate Mill
Oil & Gas (API Grade) Segment
1. API 5L Grade X65 MS / L450 MS / L450 MO PSL2 plate,
specifically for offshore sour service applications, has been developed in 19.05, 28.6
& 40 mm thickness in collaboration with Jindal Saw Limited.
Structural Steel & Ship building Segment
1. New grade plate developed in EN 10025-3 S460 NL in furnace
normalized condition for thickness 70 mm.
2. Developed a new grade plate design in EN10025-2 S355 J2+N in
normalizing rolling condition for thicknesses range 8 to 50 mm with restricted %C.
3. New grade plate developed for E 350 C in normalizing rolling
condition for thicknesses range 10 to 40 mm for Yellow Goods segment to improve surface
quality.
4. New grade plate developed in DNV GRADE NV E36 in TMCP
condition for thicknesses range 8 to 40 mm.
5. New grade plate developed for AH36/DH36 in TMCP condition for
thicknesses range 8 to 40 mm.
6. New grade plate developed for ASTM A690 in As Rolled rolling
condition for thicknesses up to 20mm.
7. New grade plate developed in ABS Grade B in As Rolled
condition for thickness 100 mm.
Boiler and Pressure Vessel Segment
1. Developed new products for the SA516 Gr 70 grade
incorporating extended stress relieving simulation cycles up to 20 Hrs for Gasifier
Project in thickness range 12 to 90 mm.
2. Developed new products for the IS2041 R220/ ASME SA516 GR60 grade
with HIC Resistant for Thickness range up to 95 mm.
3. Developed new products for the ASME SA 516 GRADE 70 grade
with Longer Simulation cycle N1 (2 times) +SR (660 minutes) for Thickness 64 and 88mm.
4. Developed new products for the IS2041 R355/ ASME SA537 CL-1 grade
with lower simulation cycle in Thickness range 20 to 56mm.
5. Developed new products for the IS2002 Grade3/ ASME SA515 GR70 grade
in thickness range up to 80 mm in Furnace Normalized condition.
6. Developed new products for the ASME SA 516 GRADE 70 grade
with Longer Simulation cycle N1+SR (660 minutes) with critical toughness at -46 deg. C for
thickness 106 mm.
Quenched & Tempered Segment
1. Developed high yield strength steel EN 10025-6 S890QL in
thick range 8-50 mm with guaranteed toughness @ -40 ?C.
2. Developed high yield strength steel EN 10025-
6 S960QL for thicknesses 40-80 mm with guaranteed
toughness @ -40 ?C.
3. A new grade has been developed for CAT 4187 in thicknesses 15
to 60 mm to improve bending and Hardness properties.
Hot Strip Mill (HSM)
Hot Strip Mill (HSM) commenced production and successfully developed a
wide range of grades catering to diverse end-use applications across multiple industry
sectors:
Sr. No. Application |
External Grade |
Thickness (mm) |
1 Agricultural Disc |
28MnB5(customised) |
3 to 5.85 |
2 Automobile Segment |
16MnCr5 |
6.5 |
|
EN 10149-2 S500MC (Low Si) |
1.9 to 6 |
|
IS 5986 ISH500LA/BSK 46 |
3 to 7.8 |
|
IS 5986 ISH410 LA |
2 to 4 |
|
JIS G3113 SAPH440 (Low Si) |
2 to 2.6 |
|
JIS G3134 SPFH590 |
3.3 |
3 Cold Roll Grade |
AISI/SAE 1006 |
1.2 to 5 |
|
AISI/SAE 1010 |
3.6 |
|
AISI/SAE 1035 |
2 to 3 |
|
AISI/SAE 1040 |
2.2 to 5 |
|
AISI/SAE 1045 |
2.5 to 11 |
|
AISI/SAE 1050 |
2.3 to 3 |
|
AISI/SAE 1055 |
2.3 to 6.5 |
|
AISI/SAE 1065 |
2.5 to 4.5 |
|
AISI/SAE 1070 |
2.4 to 5.5 |
|
AISI/SAE 1075 |
2.5 to 3.2 |
|
AISI/SAE 1080 |
2.5 to 6 |
|
E34 |
2, 2.5, 3, 4 |
|
IS 11513 CR3 |
2.2 to 5.8 |
|
JCUST_C30 |
2 to 3.5 |
4 Corrosive Resistant Structural Steel |
IS 2062 E250 A Cu |
5 to 12 |
5 ERW Pipe |
YST 38 |
12 |
6 General Pipe Grade Steel |
IS 2062 E250 BR |
1.6 to 17.65 |
|
IS 2062 E300 BR |
7.6 |
|
IS 2062 E350 |
2.35 to 12.15 |
|
IS 1079 HR2 |
1.55 to 6.05 |
7 High Si Structural Steel |
IS 2062 E350 |
3 to 6.1 |
8 Oil and Gas Segment |
API 5L X52M PSL2 |
6.52 |
|
API 5L X70M PSL2 |
16.2 |
9 Railway Grade |
ISRM:41 |
4 to 10 |
10 Structural Steel |
ASTM A871 Gr 65 type IV |
5, 6.6 |
|
IS 2062 E250 A/BR (Low %Si) |
2.8 |
|
IS 2062 E250 BR |
1.4 to 17.2 |
|
IS 2062 E300 BR |
4 to 11.5 |
|
IS 2062 E350 |
2 to 16 |
11 Tractor Wheel Grade |
IS 5986 ISH360S (customised) |
3.9 |
12 Welded Gas Cylinder |
IS 6240 |
2.9 |
|
JIS G 3116 SG295 |
2.2 to 3 |
13 Welded Tube and Pipes for General
Engineering |
IS 10748 GR 2 |
1.2 to 6 |
|
IS 10748 GR1 |
1.2 to 4 |
|
IS10748 GRADE 2 (Low Si) |
1.6 to 6 |
14 Wheel Rim and Disc |
KWL RIM |
10.5 |
Patratu:
Six new grades developed to cater and fulfil the need in different
segments
Grade |
Diameter (mm) |
Applications |
10B35S3 |
17.3,18.5,20,22.3,23,24 |
Fasteners |
HC42BX |
7,5.5 |
Ropes |
HC58BX |
9,7,5.5,10 |
Ropes |
HC66AX |
5.5 |
Ropes |
HC78ACRX |
8,9,10 |
Ropes |
HC68BX-A |
5.5 |
Ropes |
Punjipathra
Cost Reduction: Significant drop in rework due to uniform welding
and accurate profile cutting.
Productivity Enhancement: High-throughput fabrication enabled for
larger built-up sections. Quality Improvement: Superior weld quality and cut
precision through CNC-based systems. iii) In case of imported technology (imported
during the last three years reckoned from the beginning of the financial year): Nil
iv) Expenditure on Research and Development (R&D) for the Financial
Year ended March 31, 2025
Particulars |
March 31, 2025 |
a. Capital |
0.01 |
b. Recurring |
6.23 |
Total |
6.24 |
C) Foreign Exchange Earnings & Outgo:
Particulars |
2024-25 |
2023-24 |
Foreign Exchange earnings |
2,629.35 |
4,312.76 |
Foreign Exchange outgo |
9,594.43 |
11,870.01 |