jsw techno projects management limited annual … · board of directors mr. anunay kumar executive,...

JSW TECHNO PROJECTS MANAGEMENT LIMITED

ANNUAL REPORT

Board of Directors Mr. Anunay Kumar Executive, Whole-time Director Mr. Sanjeev Doshi Non-Executive Director Mr. Ashok Kumar Jain Non-Executive Independent Director Dr. Rakhi Jain Non-Executive Independent Director Chief Financial Officer Mr. Praveen Goyal Company Secretary Mr. Sanjay Gupta

Registered Office Address JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India Tel. No. +91 22 4286 5000 Fax. No. +91 22 4286 3000 Statutory Auditor Shah Gupta & Co., Chartered Accountants 38, Bombay Mutual Building, 2nd Floor, Dr. D. N. Road, Fort, Mumbai – 400 001 Tel No. 022- 2262 3000 Fax No.: 022- 2262 2000 Website: www.shahgupta.com Secretarial Auditor V Sundaram & Co., Company Secretaries #19, Neptune, EMP - 29, Near Gundecha School, Thakur Village, Kandivali East, Mumbai - 400101 Ph No. : 022-28850220 Registrar and Share Agent

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

Debenture Trustee Details

IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Mumbai – 400001. Tel No. 022 – 40807000 Fax: 022 – 66311776 Website: www.idbitrustee.com

Axis Trustee Services Limited Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400 025 Tel No. 022 – 24255215 Fax: 022 – 2425 4200 Website: www.axistrustee.com

SBICAP Trustee Company Limited Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020 Tel No. 022 – 43025555 Fax: 022 – 22040465 Website: www.sbicaptrustee.com

TABLE OF CONTENTS

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


NOTICE

Notice is hereby give11 that Fifth Annual Gene~al Meeting of tlie Melnben of JSW Tecl~no Projects Ma~lagelnent Limited will be held on September 16, 2015 at 5.00 p.m. at the Registered Office of the Colnpauy at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400 05 1 to transact the following business:

- -- ORDINARY BUSINESS:

1. To consider and adopt the Financial Statements of the Company for the year ended March 31,2015 and the Reports of the Board of Directors' and Auditors' thereon.

2. To appoint a Director in place of Mr. Sanjeev Doshi (DIN 06675966), who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint M/s. Shah Gupta & Co. (Regishation Number: 109574W), Chartered Accountants, as Statutory Auditors and to fix their remuneration and in this regard, to consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139,141 and other applicable provisions, if any, of the Companies Act, 2013 read along with the Companies (Audit and Auditors) Rules, 2014 and other applicable rules, if any, (including any statutory modification(s), amendment(s) or re-enactment thereof, for the time being in force) M/s. Shah Gupta & Co., Chartered Accountants, Mumbai, registered with the Institute of Chartered Accountants of India vide Firm Registration No. 109574W, retiring Auditors of the Company, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as shall be decided by the Board of Directors or any Committee thereof."

SPECIAL BUSINESS:

4. Appointment of Mr. Ashok Kumar Jaitl, as an Independent Director.

To consider and if thought fit, to pass with or without modification(s), if any, the followu~g resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 149, 152, 160, Schedule N and other applicable provisions, if any, of the Companies Act, 2013 read alongwith Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory ~nodification(s), amendment(s) or re-enactnlent thereof, for the time being in force), Mr. Ashok Kumar Jain (DIN 02734338), who was appointed as an Additional Director on March 26, 2015, pursuant to the provisions of Section 161 of the Companies Act, 2013

JSW TECHNO PROJl3CTS MANAGEMENT LIMITED

and in respect of whom tlie Company has received a written notice from a Member of the Company alongwith deposit of Rs.1 Lakh, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director on tlie Board of the Company to hold office up to Marcli 25, 2020, not liable to retire by rotation."

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

To consider and if tl~ougl~t fit, to pass wit11 or without modification(s), if any, tlie following resolutiot~ as an Ordinary Resolution:

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

Place: Mumbai By order of the Board of Directors

Date: May 14, 2015 For JSW Techno Projects Management Limited

Re~istered Office: JSW Centre, Sanjay Gupta Bandra Kwla Cotnplex, Co~npatty Secretary Bandra (E), Murnbai - 40005 1 (Membership No. A24641)

1) A Member entitled to attend and vote at the Annual General Meeting ("the Meeting") is entitled to appoint one or more proxy to attend and vote on a poll, instead of himself / herself and the proxy need not be a member of the Company. A person can act as proxy on behalf of member's upto and not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. Further, a Member holding more than 10°/o of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or sliareholder. Proxies in order to be effective, should be duly completed, stamped and nltzst be deposited at the Registered Office of


the Company not less than forty-eight hours before the time for comtnencement of the Meeting

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

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

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

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

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

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

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

JSW TECHNO PROJJ3CTS MANAGEMENT LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 4 & 5

In terms of the provisions of Sections 149, 152, 160, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read alongwit11 Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ashok Kumar Jain and Dr. Rakhi Jaiu, were appointed as Additional Directors on the Board of the Company effective from March 26, 2015. Mr. Ashok Kumar Jain and Dr. Rakl~i Jain were also designated as Independent Director subject to the approval of Members, in accordance wit11 the provisioils of Section 149(6) of the Companies Act, 2013 for a period of 5 years, effective the said. Mr. Asl~ok Kumar Jain and Dr. Raklli Jain, being Additional Director hold their office till the date of ensuing Annual General Meeting. The Company has received the notices from a Member of the Company proposing the candidature of Mr. Ashok Kumar Jain and Dr. Rakhi Jain as Independent Directors on the Board of the Company.

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

Dr. Rakhi Jain, aged 46 years, has done her post-graduation from Delhi University and holda degree of Doctorate in Home Science from University of Dell~i titled: 'Factors Affecting Sexual Risk - Taking Behaviour and Reproductive Health among adolescent girls'. She has vast field experience and has been associated with Water and Sanitation Project of UNICEF as project officer and Consultant and Resource Person for Indira Gandhi National Open University. Dr. Rakhi Jain holds directorship in JSW Projects Limited and JSW Techno Projects Limited.

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

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

Place: Mutnbai Date: May 14, 2015

Registered Office: JSW Centre, Bar~dla Kurla Cornplex, Bandra (E), Mumbai - 400051

By order of the Board of Directors For JSW Techno Proiects Management Lirnited

Sarijay Gupta Company Secretaly

(Membership No. A24641)

JSW TECHNO PROJECTS MANAGEMENT LIMITED CIN: U74900MH2010PLC202725

Regd. Off.: JSW Centre, Bandra Kurla Cotnplex, Bandra (East), Mumbai - 40005 1

ATTENDANCE SLIP 5Ih ANNUAL GENERAL MEETlNG

Name of the Metnber 1 Proxy: I DP ID / Client ID /Folio No.: No. of Sltare:

I/We tiereby record my/our presence at the 5'h Annual General Meeting of the Company held at JSW Centre, Bandra Kurla Complex, Bandra (East), Mu~nbai 400051 on Wednesday, September 16, 2015 at 5.00 p.m.

Metnber'sIProxy's Signature

Note:

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

JSW TECHNO PROJECTS MANAGEMENT LIMITED CIN: U7490OMH201OPLC202725

Regd. Off.: JSW Centre, Bandra Kurla Complex, Baodra (East), Mumbai - 400051

Proxy Form [Pursoant to Section 105(6) of the Cotnpanies Act, 2013 and Rule 19(3) of the Companies (Management and

Administration) Rifles, 20141 5 t h ANNUAL GENERAL MEETING

Name of the Member:

-- I Registered Address:

Email id:

I DP ID / Client ID / Folio No.: No. of Sliare: I I I

W e , being the mernber(s) o f . . . . . . . . . . . .. shares of the above named company, hereby appoint

1. Name Address : Email id Signature failing him;

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

3. Name Address : Email id Signature failing him;

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

11 .OO a.m. at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 40005 1 and at any adjournment thereof in respect of such resolutions as are indicated below:

.. - hinisclf for rr-npyoinlt~fet~t . .- -

3 Ik~tificalion of rlpl~ointtnent of hl/s. Sl~all Gupt'l & I

I/We dissent to the resolution

1

- 2

I Co., Chartered ~ccountants, as Statutory Auditors I

I/We assent to the resolution

Consider and adopt the Audited Financial Statement, Reports of the Board of Directors and Auditors for the year ended March 31,2015 Appoint a Director in place of Mr. Sanjeev Doshi, rvho retires bv rotation and being eligible, offers

and fix their remuneration. 4 I Appointment of Mr. Ashok Kumar Jain, as 1

No, of Equity Shares

Item No.

Description

Signature of Shareholder: Signature of Proxy holder(s):

5

Notc:'I'his form of proxy in ordcr to be eflectiye sl~ould be duly eonlptefed and deposited at the ilegistered Oflice of the Conrpasy, 1101 less illan 48 itours bcfore ti)? comn~esrcmcnt of the Xlccting. The Proxy nced not be a hlember of the Cotnpa~lg.

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

Signed this ...... day of ......... 2015

BOARD'S REPORT

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the 5" Annual Report together with Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2015.

1. Financial Performance & highlights of operations

The performance of the Company as reflected by its Audited Standalone & Consolidated Accounts for the Financial Year ended March 31, 2015 is summarized below:

(Rs. in Lakhs)

a) Standalone Resnlts

Consolidated Particulars

Total Expenditure Tax Expense Net Profit(+)/Loss (-) after Tax but before minority interest Shares of losses / profit of minority Net Profit(+)/Loss (-) for the period

During the year under review your Company had completed the major O&M contracts, in view of the foregoing, the a total income for the F.Y. 2014-15 was Rs.13,334.20 lakhs as compared ro Rs.21,710.92 lakhs previous year, indicating a decline of 38%. The Company total expenses for the current year were Rs.31,081.70 lakhs, as compared to Rs.25,392.79 lakhs last year, indicating an increase of 22%. Your company's loss after tax for the current year increased to Rs.18,139.83 lakhs, as compared to Rs.3,681.87 lakhs previous year.

I F.Y. 2014- 1 F.Y. 2013- ( F.Y. 2014- 1 F.Y. 2013- Standalone

31,470.09 394.93

(18,126.34)

25,586.61 18.47

3,539.87

31,081.70 392.34

(18,139.83)

*previous year figures have been regrouped/rearranged wherever necessary. (18,139.83)

25,392.79

(3,681.87)

- (3,681.87)

(12.33) (18114.01)

(1 1.70) (3,528.17)

b) Consolidated Results

The consolidated gross total income and expenses for the year under review was Rs.13,738.67 Lakhs and Rs.22,065.20 Lakhs, respectively. The Company's consolidated loss for the year 2014-15 was Rs.18.114.01 Lakhs as compared to Rs.3,528.17 Lakhs, denoting a considerable increase in Company's loses.

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

2. Dividend

In view of inadequacy of profit, the Board of Directors of your Company has not recommended any dividend for the year under review.

3. Reserves

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

4. Revision of Financial Statement

There was no revision of the financial statements for the year under review.

5. Disclosures under sectio1l134(3)(1) 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 tinancial year of the Company and date of this report.

6. Projects

The Company has entered into an Agreement with Hangzhou Hangyang Co. Limited to set up 1000 TPD (tonne per day) Oxygen Plant at Dovli, Maharashtra. The Company is in the process of entering into an agreement with JSW Steel Limited, whereby JSW Steel Limited would undertake to purchase the entire oxygen generation for their captive unit on job work basis. Plant is likely to comn~issioned by March 31, 2016

7. Share Capital

During the year under review, the Autliorised Share Capital of the Cotnpany was increased from Rs.5,00,000 divided into 50,000 Equity Shares of Rs. I0 each to Rs.80,05,00,000 divided into 50,000 Equity Shares of Rs.10 each and 8,00,00,000 Preference Shares of Rs.10 each. During the year your Company also issued 6,00,00,000 preference shares of Rs.10 each to the existing members of the Company on rights basis, which was allotted on April 13, 2015.

a) Disclos~tre under Section 43(a)(ii) of the Companies Act, 2013

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

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

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure under Section 62(l)(b) of the Companies Act, 2013

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

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

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

8. Board of Directors

a) Composition & Constitution of Board of Directow-

During the year under review, Mr. Deepak Bhat and Ms. Nagarani Ganapathy resigned as Directors of the Cotnpany effective May 9, 2014 and March 26, 2015, respectively, due to their personal reasons. During the said year, Mr. Anunay Kumar was re-appointed as Whole-time Director of the Cotnpany for a further period of 2 years w.e.f. Novetnber 1, 2014. Further, pursuant to provisiotis of Section 161 of the Companies Act, 2013 Mr. Ashok Kumar Jain and Dr. Rakhi Jain, was appointed as Additional Director on the Board of the Company effective from March 26, 2015. Mr. Ashok Kumar Jain and Dr. Rakhi Jain were also designated as Independent Directors subject to the

approval of Members, in accordance with the provisions of Section 149(6) of the Companies Act, 2013 for a period of 5 years, effective the said date. Mr. Ashok Kumar Jaiu and Dr. Rakhi Jain, being Additional Director hold their office till the date of ensuing Annual General Meeting. The Company has received the notices from a Member of the Company proposing the candidature of Mr. Ashok Kumar Jain and Dr. Rakhi Jain as Independent Directors on the Board of the Company.

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

As on March 31, 2015 the Board of your Company comprises of following 4 Directors out of which two are Independent Directors.

e MI.. Anunay Kumar, Whole-time Director 0 Mr. Sanjeev Doshi, Director e Mr. Ashok Kumar Jain, Independent Director

Dr. Rakhi Jain, Independent Director

b) Board Meeting & Attendance:

During the year under review, the Board of your company met Sixteen (16) times. The details of Board Meeting held and participation of Directors thereat is enumerated as below:-

c) Declaration bv Indeoendent Directors

Based on the declarations 1 disclosures received from Mr. Ashok Kumar Jain and Dr Rakhi Jain, Non-Executive Directors on the Board of the Company and on the basis of evaluation of the relationships disclosed, the said Directors are Independent in terms of Section 149(6) of the Co~npanies Act, 2013.

9. Evaluation of the Board

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

i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations . . .

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

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

10.Key Managerial Personnel

During the year, Mr. Anunay Kumar, Whole-time Director of the Company, was re-appointed for further period of 2 years effective from November 1, 2014. He was also designated as Chief Financial Officer of the Company w.e.f. March 26, 2015 in accordance with the provision of Section 203 of the Companies Act, 2013. Mr. Sanjay Gupta, an Associate Member of the Institute of Company Secretaries of India, was appointed as Company Secretaly of the Company w.e.f. November 14, 2014.

11.Committees of Board

In accordance with the provisions of the Companies Act, 2013 read alongwith the rules framed thereunder, during the year under review, the Board constituted following committees:-

a) Audit Committee b) Nominatiorl & Remuneration Committee c) Corporate Social Respo~lsibility Cornmittee

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

a) Audit Committee:-

Comoosition & Meeting

The Board of your company, constituted an Audit Committee on March 26, 2015 in accordance with the provisions of Section 177 of the Companies Act, 2013 comprising of following tnenibers:

* Mr. Anunay Kutnar - Cllairman Mr. Ashok Kumar Jain - Member Dr. Rakhi Jain - Member

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

As the Audit Committee was constituted on March 26, 2015, no meeting of the Audit Committee was held during the financial year 2014-15.

Internal Control System

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

Risk and areas of Cor~cern

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

Vigil Mechanism /Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has adopted a Policy for establishing a vigil mechanism for directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's policy. The said mechanism also provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We af i rm that no employee of the Company was denied access to the Audit Committee.

b) Nominatio~i & Remuneration Committee

During the year under review, the Remuneration Committee of the Board was re-named as Nomination & Remuneration Committee, in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee was re-constituted on March 26, 2015 and currently comprises of following members: * Mr. Sanjeev Doshi - Chairman

Mr. Ashok Kumar Jain - Member * Dr. Rakhi Jain - Member

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

During the year under review, the Committee met t h e e times on May 29, 2014; November 14, 2014 and March 26, 2015.

c) Corporate Social Responsibility (CSR) Comlnittec

As per the provisions of Section 135 of the Companies Act, 2013, read along with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company on November 14, 2014, constituted the Corporate Social Responsibility Committee. The Committee currently comprises of following members:

Mr. Anunay Kumar - Chairman Mr. Sanjeev Doshi - Member Dr. Rakhi Jain - Member

The roles and responsibilities of the Corporate Social Responsibility Committee are as enumerated in the terms of reference approved by the Board and as stated in the Companies Act, 2013. The Corporate Social Responsibility Policy of the Company and the details of the development of the CSR Policy and

initiatives taken by the Company on Corporate Social Responsibility during the year are appended separately as Annexure 3 & 4 to this Board Report

During the year under review, the Committee met only once onNovember 26,2014.

a) Statutory Auditors

The Members of the Corrlpariy at their Annual General Meeting held on September 30, 2014, had appointed M s . Shah Gupta and Co., Chattered Accountants, as Statutory Auditors of the Conipany to hold the ofice upto the conclusion of this Annual General Meeting and being eligible, have expressed their willingness for being appointed as Statutoly Auditors for the financial year 2015-16.

The Company has received a letter from M s . Shah Gupta & Co., Chattered Accountants, confirming that their appointment if made would be in conformity with the provisions of Section 139 & 141 of Companies Act 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board recommends the ratification of their appointment at the ensuing Annual General Meeting.

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

b) Secretarial Auditors

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandate the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary. Accordingly, MIS. V. Sundaram & Co., Practicing Company Secretaries, had been appointed to issue Secretarial Audit Report for the financial year 2014-15. The Secretarial Audit Report issued by Ws. V. Sundaram & Co., Practising Company Secretaries, in Form MR-3 for the financial year 2014-15 is attached as Annexure 5 to 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.

13.Related party transactions

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

14.Holdiag and Subsidiary Company

Your Company continues to be owned by Mrs. Sangita Jindal. As on March 31, 2015, the Company has two Indian Subsidiaries i.e. JSW Logistics Infrastructure Private Limited and JSW Alutninum Limited. During the year under review, your Company, in June 2014, acquired equity shares of Dolvi Coke Projects Limited, thereby making it a subsidiary of the Company. The Company disinvested the said shares in December 2014.

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

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

As required the details of the loans, guarantees or investment made under the provisions of Section 186 of the Companies Act, 2013 is attached as Annexclre 7.

16.Extract of Annual Return

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 ('the Act') and iule 12(1) of the Cotnpanies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexnre 8.

17.Significnnt and material orders passed by the regulators

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

18.Fixed Deposits

Your Company has not accepted any deposits from public in terms of Section 73, 74, 75, 76 of the Companies Act, 201 3.

19. Partic~llars of Employees

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company follows an Anti- Sexual Harassment JSW Group Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors stated 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 related to the Company.

20.Conservatiou of energy, technology absorption and Foreign exchange earnings and Outgo

The operations of your Company are not energy intensive; however, the Management of your company is highly conscious of the criticality of the conservation of energy at all operation level. The particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. There are no foreign exchange earnings or outgo during the year under review.

The pro-forma, as stated in the Companies (Accounts) Rules, 2014 is attached as Annexure 9.

21,Directors' Responsibility Statement

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

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

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

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

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

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

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

For and on behalf of the Board of Directors of JSW Techno Projects Management Limited

Anunay Kumar S p7 njeev Dosbi Whole-time Director Director DIN:- 01647407 DIN:- 06675966

Date : May 14,2015 Place : Mumbai

Annexure 1

Nomination Policy

Techno Projects Management Limited

NOMINATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT

Teclmo Projwts Management Limited

NOMINATION POLICY

1. Purpose

The prima~y objective of the Policy is to provide a frame work and set standards that is consistent with the provisions of sections 149, 178 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, for the appointment of persons to serve as Directors on the Board of JSW Techno Projects Management Limited ("JSWTPML" / "the Company") and for appointment of the Key Managerial Personnel (KMP) and Senior Management of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

Nothing contained in this policy shall apply to the appointment of Directors who are appointed as the Nominees on the Board by the Lenders /other agencies in tertns of contractual agreements except as required under the Co~npanies Act, 2013.

Senior Management for the purpose of the policy shall mean "Senior Management" as defined under applicable provisions of the Companies Act as may be in force from time to time.

This policy shall be read in conjunction with the Company's Policy on appointment and re-appointment of Independent Directors, adopted by the Board of Directors of the Company.

2. Size and Composition of the Board

The Board shall be structured in a way that its membership provides the mix of qualification, skills and experience to enable it to effectively discl~arge its responsibilities and that its size facilitates effective discussion and efficient decision tnaking. It sl~ould have a balaltced mix of Executive, Non-Executive and Independent Directors to have a proper understanding and cotnpetence to deal wit11 the current and emerging issues of the business and to encourage enhanced performance of the Company. The Company's size and operations as they evolve from time to time shall also be borne in mind while deciding an optimal structure of the Board.

The Company shall have a maximum of such number of directors as may be permitted by its articles and by law. The Company shall have at least one woman director. The Company sliall have such minimum number of independent directors as required under the Companies Act, 2013.

Independent Directors for the purpose of the policy sliall mean, "Independent Directors" as defined under applicable provisions of the Companies Act as may be in force frotn time to time.

All Independent Directors shall be persons of eminence who could bring a wide range of expertise and experience to the Board.

The Nomination and Remuneration Committee (Committee) established by the Board shall assist it in fulfilling its responsibilities relating to the size and cotnposition of the Board.

Techno Projwls Management Limited

In relation to above, the Nomination arid Remuneration Committee is responsible for:

i, reviewing the st~xrcture, size atid composition (including the skills, knowledge and experience) of the Board at least annually and making recotnmendatiotts on any proposed changes to the Board to complement the Company's corporate strategy;

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

iii, formulate criteria for determining qualifications and identify individuals suitably qualified to become Board members in t e r m s o f skills, knowledge, positive attributes, experience, independence of director and other factors a s pe r the p rov i s ions of app l icab le l a w and selecting or making recommendations to the Board on the selection of individuals nominated for directorship;

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

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

vi, monitoring the attnual checks and assessment on the members of the Board, including the suitability and the sufficiency of time commitment of non-executive directors; and

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

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

The Nomination and Remuneration Committee shall first solicit nomination of persons to be appointed as Directors from the existing members of the Board. The Nominatiotr and Remuneration Comtnittee may also solicit recommendations for appointment of persons as Directors, KMP and Senior manageme~tt personnel from any or all of the following sources: the Chief Executive Off~cer, Senior Management, other executive officers, third-party search firms, or any other source it deems appropriate.

The nomination shall be sent to the Chairman of the Nomination and Remuneration Committee via letter or e-mail. The nomination should include a brief description of the person's qualifications & experience, and a description of any previous relationships between the person and JSW Group and other relevant details.

In case of independent Directors, the Committee may commence a search process across a diverse candidate pool. The candidate may be selected from a data bank contairlirrg names, addresses and

3

Techno Projects Management Linuted

qualifications of persons who are eligible and willing to act as independent directors, tnaintained by any Body, institute or association, as may be notified by the Cerltral Governtnent, having expertise in creation and maintenance of such data bank and put on their website for use by the conlpaliy making the appointment of such directors. Provided that responsibility of exercising due diligence before selecting a person from the data bank referred to above, as an independent director shall lie wit11 the Nomination and Remuneration Committee and Board making such appointment.

The Committee may also select a candidate for appointment as Independent Director from any other sonrce it deems appropriate apart from the above.

The Nomination and Remuneration Committee shall review and evaluate the candidate including his 1 her qualifications, and conduct inquiries it deems appropriate with no regard to the source of the initial recommendation of such proposed candidate.

After reviewing the profile of the nominated candidate & holdings a meeting with the proposed candidate, if it so desires, the Nomination and Remuneration Committee may nomitiate the candidate for appointment as Director, KMP or Senior Management, as the case may be, to the Board, as required.

The final decision to appoint a candidate as a Director1 KMPI Senior Managetnent of JSWTPML shall be taken by the Board of directors by passing an appropriate resolution.

The recomtnendation of the No~niaation and Remuneration Cotnmittee shall be considered at the Board meeting immediately following the meeting of the Nomination and Remuneration committee at which the candidature was recommended.

Selection Criterin

Matching the needs of the Company and enhancing its competericies shall be tlie basis for the Nomination and Remuneration Committee to select a candidate for appointment. When recomtnending a candidate for appointmelit, the Nominatio~i and Remuneration Committee:

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 concenied position;

All candidates shall be assessed on tlie basis of merit, related skills and competencies. There should be no discrimination on the basis of religion, caste, creed or sex.

4. PROVISIONS RELATING TO APPOINTMENT 1 RESIGNATION I REMOVAL

n. Election, re-electio~t nnd retirement

The Directors I KMP 1 Senior Managetnent of the Company shall be appointed and shall retire as

4

Techno P r o j ~ t s Management Limited

per the provisions of the Companies Act, 2013, where applicable, and the prevailing HR policies of the Company. The Board will have the discretion to retain the Director I KMP 1 Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, in the interest and for the bellefit of the Company and subject to compliance with the provisions of the Companies Act, 2013, where applicable.

All new Director appointees to the Board are subject to election at the General Meeting following their appointment. The explanatory statement annexed to the notice of the General Meeting called to consider the said appoiutment shall indicate the justification for choosing the appointee for appointment as director.

b. Resigllatiol~ of Director

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

c. Removal

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, mles and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director / KMP/ Senior Management subject to the internal HR policy and provisions and compliance of the Act and other applicable, rules and regulations.

The Committee can also recommend to the Board, the removal of any Director1 KMP/ Senior Managetneut for non-compliance or violation of any mles laid down in the Code of Conduct and Ethics applicable to senior management personnel and Board of Directors or Guidelines for Professiot~al Conduct in accordance with Clause 5.

(1. Familiarization Progrnntttie for Inrlepenrlettt Directors

The company shall familiarize the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the indust~y in which the company operates, business model of the company, etc., through various programmes.

5. Guidelil~es for Professional Conduct

All Directors, KMP, Senior Management shall:

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

iii, exercise his responsibilities in a bot~mfio'e manner in the interest of the company; iv. devote sufficient time and attention to his professional obligations for informed and balanced

decision making;

Tedmo Projects Management Linuted

v. not abuse his position to the detriment of the company or its shareholders or for tlie purpose of gaining direct or indirect personal advantage or advantage for any associated person;

vi. assist the Company in impletnenting the best corporate governance practices. vii, follow the Code of Conduct for Board Members and Senior Management.

In addition:

i. An independent director shall not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the couipany as a whole, while concurring in or dissenting frorn the collective judgment of the Board in its decision making;

ii. An independent director sliall refrain from any action that would lead to loss of liis independence;

iii. Where circutnstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;

Every individual intending to be appointed as director of the Company shall make an application for allotment of Director Identification Number to the Central Government in such form and manner and along with such fees as may be prescribed. Eve~y person proposed to be appointed as a director by the Company in General Meeting or otlienvise, shall furnish his Director Identification Number and a declaration that helshe is not disqualified to become a director under this Act.

The person appointed as a director shall not act as a director unless Ilelshe gives hisher consent to hold the office as director and such consent has been filed with the Registrar within thirty days of hisfher appointment in such manner as may be prescribed.

The person appointed as a director shall not hold office as a director, including any alternate directorship, in more than twenty companies at the same time: Provided that the maximum number of public companies in whicli helshe hold office as a director shall not exceed ten.

At1 Independent Director shall not serve as an Independent Director in more than such number of companies and a Whole-time Director cannot act as an Itidependent Director in more than such number of companies as provided under the applicable law.

6. Duties of Directors

The persons appointed as a director of the Company sliall act in accordance with the articles of the Company and the provisior~s of applicable law. Helshe sliall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareliolders, the community and for tlie protection of environment.

The persons appointed as a director of the Company sliall exercise hisllier duties with due and reasonable care, skill and diligence and shall exercise independent judgment. Helshe shall not involve in a situation in wliicli helshe may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest ofthe Cornpany.

h-'

Techno Projwts Management Limited

The persons appointed as directors shotild not achieve or attempt to achieve any undue gain 01.

advantage either to hiniself or to his relatives, partners, or associates. The director should not assign his office. Any assignment, if made shall be void.

The persons appointed as Directors also have the following duties:

i. To actively participate in the Board and Committee meetings ii. To seek information from the management wherever required

iii. To disclose his interest in patticular discussion and not to be present during such discussion in committee I board meetings

iv. To read the agenda and draft minutes careftilly and provide inputs, if any v. To abide by the rules, policies code of conduct of the company as tnay be applicable

vi. To safeguard the interests of all stakeholders

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

8. Review

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

Annexl~re 2

Remeneration Policy

Techno Projects Management Limited

REMUNERATION POLICY

REMUNERATIONPOLICY

PREFACE:

The Company places highest importance to its employees (as its strategic resource) and seeks to ensure a high performance work culture through compensation, which is linked to Company and individual performance. At JSW Techno Projects Management Limited (JSWTPML), 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.

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

I. OBJECTIVES OF REMUNERATION POLICY

The remuneration for Directors, Key Managerial Persomiel (KMP) and other employees of the Company is framed with the following broad objectives:

i. Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

ii. Motivate KMP and other employees and to stimulate excellence in their performance; iii. Relationship of remuneration to performance is clear and meets appropriate performance

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

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

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

11. APPLICABILITY

The Policy is applicable to Directors (Executive and Non-Executive) Key Managerial Personnel Other employees

111. KEY DEFINITIONS

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

reconstitltted by the Board.

Page 2

d) "Company" means JSW Tecltno Projects Management Limited e) "Independent Director" tneans a director referred to in Section 149 (6) of the Companies Act,

2013. f) "Key Managerial Personnel (KMP)" meatis-

the Chief Executive Officer or tlie managing director or tlte manager e the Cotnpany Secretary e the Whole-Time Director e tlie Chief Financial Officer r Such other officer as may be prescribed under the applicable statutory provisions /

regulations. g) "Realuneration" means remuneration as defined under section 2(78) of the Companies Act, 2013

including any amendment thereof.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Cotnpanies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

IV. REMUNERATION COMPONENTS AND INCREMENTS

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

The retnuneration to Executive Directors is linked to tlte individual's performance as well as the Company's perfor~nnnce and would be determined based on their experience, abilities, skill sets and knowledge base. The achievements in respect of these parameters are measured in cotnparison to the targets approved for the Cotnpany by the Board in the beginning of the year.

Eligible etnployees of the Company as permitted by applicable laws may be granted Stock Options,

v. POLICY

a) General:

1. Tlte remuneration I co~npettsation I commission etc. to the Whole-time Director, Managing Directol; KMP and other elnployees will be determined by tlie Committee and recolnmended to the Board for approval. The setnuneration / compensation / commission etc. shall be subject to the priorfpost approval of the sharellolders of the Company and Central Governtnent, wherever required.

2. The remuneration and comtnission to be paid to the Managing Director/Wltole-titne

Page 3

DirectorExecutive Director shall be in accordance with the overall limits as percentage / slabs / conditions laid down in the Articles o f Association o f the Company and as per the provisions o f the Companies Act, 2013, and the Schedule V and other applicable rc~les made thereunder.

3. Revision to the existing remutieration / compensation structure may be recommended by the Committee to the Board subject to approval of the Shareholders when necessary, in the case o f Managing DirectorNhole- time Director/Executive Director and would be based on the individual's performance as well as the Company's overall performance.

4. Where any insurance is taken by the Company on behalf o f its Managing DirectorlWhole-time DirectorExecutive Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part o f the remuneration payable to any such personnel. Provided that i f such persort is proved to be guilty, the premium paid on such insurance shall be treated as part o f the remutieration.

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

I . Fixed pay:

The Managing DirectorYWhole-time Director/Executive Director shall be eligible for a tnontlily remuneration as may be approved by the Board on the recommendation of the Committee. The break-up o f the pay scale (fixed) and quantum o f perquisites including, employer's contribution to P.F, pension scheme, Gratt~ity medical expenses, LTA, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee. The remuneration paid shall be approved by the shareholders and Central Govert~tnent, wherever required.

2. Performance Based Remuneration

In addition to fixed remuneration, the Company may implement a system o f performance linked incentives designed to create a strong relationship between performance and remuneration.

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

3. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing DirectorlWhole-time DirectorExecotive Director in accordance with the provisions of Schedule V o f the Companies Act, 2013 and i f it is not able to comply with such provisions, with the previous approval o f the Central Government.

Page 4

4. Provisions for excess remuneration:

If any Managing Director/Whole-time Director/Executive Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refi~tid such sums to the Company and until such strm is refiinded, hold it in t~ust for the Company. The Compat~y shall not waive recovery of such sum refhndable to it unless permitted by the Central Government.

c) Remtineration to Non- Executive / Independent Directors:

1. Remuneration / Commission:

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

2. Sitting Fees:

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

3. Commission:

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

4. Stock Options:

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

d) Remuneration to KMP and other etnplovees:

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

VI. AMENDMENTS TO THE POLICY

The Nomination & Remuneration Committee is responsible for monitoring, implementation and review of this policy. The Nomination & Remuneration Committee shall provide recommendations as and when it deems necessaly to the Board as to how to effectively structure and make changes as and when required to facilitate a remuneration strategy, which will meet the needs of the Company.

111 case of any amendments / clarifications etc. issued by the relevant authorities, not being

Page 5

consistent with the provisions laid down under this Policy, then this Policy shall stand amended accordingly from the effective date as laid down thereunder.

The compensation for KMP & other employees will be governed by policies implemented by the Company from time to time and such policies may be approved by the cotnn~ittee.

Page 6

ANNEXURE 3

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTMTIES [Pursuant to Section 135 of the Act & the Cotnpanies (Co~porate Social Responsibility Policy) Rules,

20141

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

Kindly refer the Corporate Social Responsibility Policy, forming part of this Annual Report

2. The cotnposition of the CSR Committee:-

The Corporate Social Respotlsibility Committee of the Company currently constitutes of the following Members:-

Mr. Anunay Kumar (Whole-time Director & CFO) * Mr. Sanjeev Doshi (Director)

Dr. Rakhi Jain (Independent Director)

3. Average Net Profit / (Loss) of the company for last 3 financial years:- (Rs.16,19,90,216)

4. Prescribed CSR expenditure (2% of amount):- NIL

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

a) total amoutlt to be spent for the financial year:- NIL

b) amount un-spent, if any: Refer Note No. 6

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

p Sector 4

Projects / Programs

1. Local area or others-

2. specify the

project1 activity

identified

5 Amount outlay

(budget) project or programs

wise

in which the

Project is

covered

6 Amount spent on the project or programs

Sub-heads: 1. Direct

expenditur e on project or

7 Cu~nulative spend upto

to the repolting

period

Amount spent:

Direct or through

implementing agency*

6. In case the company has failed to spend the 2% of the average net profit of the last 3 financial years or any part thereof, reasons for not spending the amount in its Board Report:- The Company has incurred loss during the financial year 2013-14 and 2012-13. The Company llas earned minirual profit of %.12,71,02,554 during the financial year 2011-12 calculated in accordance with the provisions of Section 198 of the Companies Act, 2013. In view of the foregoing the average net profit of the Company based on the last 3 financial year was uegative, hence the company was not required to spend any amount to~vards CSR activity on account of inadequate average profit.

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

Anunay Kumar Chairman of CSR Committee DIN:- 01647407

'~anjeev Doslri Director DIN:- 06675966

Annexure 4

Cor~orate Social Responsibilitv Policy

TECHNO PROJECTS MANAGEMENT LIMITED

CORPORATE SOCIAL RESPONSIBILITY POLICY

JSW TECHNO PROJECTS MANAGEMENT LIMITED ('JSWTPML') is part of a $11 billion conglomerate, the JSW Group ('The Group') which is a part of the O.P. Jindal Group. The Group has set up business facilities in various core sectors of India. The Group is exploring innovative and sustainable avenues in steel, energy, infrastructure and cement for growth. The Group is paving the way for India's development.

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

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

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

TIie Grorry believes irr irrclrrsive growtlr to fncilitnte crentiorr of rc vnlire-bused nrrrl errrpowered society tliroirglr contirirrorrs nrrdpurposefil errgngenrerrt of society nrorirrrl.

The Group firmly believes in strengthening the social capital. It has adopted a Corporate Social Responsibility Policy where it strives to address the issues related from antenatal stage of life up to the reproductive age of 45 years in theme 'Jauam se Janani Tak, JSW Aap ke SaatL' through a process of social inclusion.

The Company is an investment arm of the $ I1 billion JSW Group, a part of 0. P. Jindal Group. The Company plans to focus on making long- term strategic investments in various new ventures promoted by the JSW Group, besides consolidating the existing investments through further investments in the existing companies.

JSWTPML is comn~itted to: Allocate 2 % of its average Net Profits made during the three immediately preceding financial years towards Corporate Social Responsibility as per the categories mentioned in the Schedule VII of the Companies Act 2013 Transparent and accountable systenl for social developnlent and conducting periodic assessments Concentrate on community needs and perceptions through social processes and related infrastructure development Provide special thrust towards empowerment of wonlen through a process of social iuclusion Spread the culture of vol~u~teerism through the process of social engagement.


FOCUS:

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

e Efficient maternal and child health care services * Enhance access to improved nutrition services 0 Early childhood education1 pre-primary education

Completion of primary and secondary education Access to adolescent reproductive and sexual health and rights Enhancing the output of present occupation

* Employability and vocational education a Responsible parenthood

STRATEGY:

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

Priority to be given to the areas in the immediate vicinity of the registered office and corporate office of the Company. All the interventions would be formulated based on need assessment using different quantitative and qualitative methods All the interventions would be adopted based on concurrent evaluation and knowledge management through process documentation Social Mobilization, advocacy at various levels, and/or appropriate policy changes would form part of the interventions in each sector

INTERVENTIONS:

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

1. IMPROVING LIVING CONDITIONS (ERADICATING HUNGER, POVERTY, MALNUTRITION, ETC.):

JSW Techno Projects Management Limited is a JSW Group Company, a part of O.P. Jindal Group. JSW Group as per its commitment to the local development and nation building has initiated various projects. Major projects planned under this theme over next three years include:


a) Soil and water conservation b) Enhancement ofcrop productivity and crop diversification c) Livestock management d) Complimenting government schemes such as ICDS- Integrated Child Developtnent

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

PURA Model - Providing Urban Amenities in Rural Area model g) Tracking of pregnancy and child bilth h) Screening of wornen fordisease such as cancer, hypothyroidism, bone density, etc. i) Improvement of the infrast~ucture of Primary Health Centre j) Awareness generation at the community level k) Establishment of Voluntary Counseling and Testing Centre (VCTC ) I) Drop-in centre (Targeted intervention) m) Sexually Transmitted Infections(STI)Reproductive Tract Infection(RT1) n) Trauma care services o) Preventive measure to reduce the incidences of disease p) Reduction of incidences of breast cancer among women in the neighborhood areas. q) Building a cadre of para-medical workers r) Emergency preparedness for vector-borne disease

2. PROMOTING SOCIAL DEVELOPMENT (PROMOTING EDUCATION, SKILL DEVELOPMENT, LIVELIHOOD ENHANCEMENT,ETC.):

Education is the basis for improving the quality of life of people. Taking a note of this, JSWTPML I JSW Group both independently and; in partnership with local government and civil societies has undertaken various programs. Along with this, enhancing the productivity of available workforce through engaging the youth with appropriate employability skills and assuring sustainable livelihoods continues as one of the top priority. The activities planned under this theme include:

a) Improving the infrastructure of local schools b) Training of teachers c) Establish computer aided learning centre( CALC) d) Complimenting Mid-day meal program e) Remedial classes for children with slow learning f ) Life skill education, leadership and motivation of children g) Institution based education program for children with different abilities h) Create opportunities for access to higher education i) Plant operation & Maintenance j) Technical knowhow and do-how k) Rural BPO


I) Adoption of ITIs' ( Industrial Training Institutes) m) Market driven enterprises

3. ADDRESSING SOCIAL INEQUALITIES (PROMOTING GENDER EQUALITY, WOMEN EMPOWEREMENT, ETC.):

Women are the primary focus for development of the communities and the nation. JSWTPMLI JSW Group strongly believe in this philosophy and has planned and spearheaded various programs to strengthen partnership of women in the process of development. Major projects planned to substantiate this include:

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

4. ENSURING ENVIRONMENTAL SUSTAINABILITY:

Nurturing the nature and adopting processes to enhance its sustainability remains a major goal of the JSW Techno Projects Management Limited / JSW Group. As vigilant and responsible corporate, the major interventions include:

a) Solid waste management b) Sanitation and personal hygiene c) Aforestation d) Rainwater harvesting e) Harnessing science and technology 0 Fostering Local innovations

5. PRESERVING NATIONAL HERITAGE:

Preservation and promotion of art, craft, culture, heritage, and monuments is one of the strong focuses of JSW Techno Projects Management Limited I JSW Group key activities under this theme include:

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


6. SPORTS TRAINING:

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

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

7. SUPPORTING TECHNOLOGY INCUBATORS IN CENTRAL GOVERNMENT APPROVED ACADEMIC INSTITUTES:

Fellowships/ grants to academic institutions for technology innovations

8. RURAL DEVELOPMENT PROJECTS:

Infrastructure development in rural area including road, toilets, lighting, community centre, etc.

IMPLEMENTATION:

A. Implementing agency:

The CSR activities would be implemented by:

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

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

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

MONITORING MECHANISM:

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

i. Monitoring meeting on a monthly basis by the respective CSR location In-Charge


ii. Quarterly monitoring by the Location Head iii. Half-yearly monitoring by Apex Committee of the Foundation and by the Com~nittee of

the Board iv. Yearly monitoring by the Board

A~~nexure 5

Secretarial Audit Report

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

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts 1 arrangements entered into by the colnpaliy wit11 related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's leiigtb transactions under third proviso thereto

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

Name(s) of the related

party and nature of relationsh

ip

Nature of contracts /

arrangemen ts /

transaction S

terms of contracts /

arrangemen transaction ts or

transaction s including the value, if

Justificatio n for

entering into such

contracts or arrangemen

ts or transaction

S

date(s) of

approv a1 by the

Board

Amount paid as advance s, if any

Date on which

special resolutio

n was passed

general meeting

as required

under first

proviso to

section

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

Name(s) of the related party and nature of

relationship

(a)

contracts / contracts /

transactions transactions

I

(b) (c) NIL

contracts or arrangements or

transactions Board if any including the value,

if any

( 4 (e) (fl

Annexure 7

Details of the loans, guarantees o r investment made under the provisions of Section 186 of the Comnanies Act, 2013

- No.

management *The aforesaid investment was disposed-off by the Company on December 2014

Nanie of the entity

Dolvi Coke Projects Limited* JSW Aluminum Limited JSW Logistics Infrastructure Private Limited JSW Projects Limited

JSW Steel Limited

. .

** The Company has pledged its entire investment in JSW' Projects Limited to Axis Trustee Services Limited for the loan availed by JSW Projects Limited

Particular of loans, guarantees or investment

lnvest~nent

Investment Investment

Investment Security** Investment

Relation

Subsidiary

Subsidiary Subsidiary

Company under same management Company under same

Amount (Rupees in

crores) 2,00,20,000

12,22,00,000 50,00,00,000

30,00,20,000 30,00,20,000

2,43,61,97,492

Aunexure 8

FORM NO. MGT-9

EXTRACT O F ANNUAL RETURN

as on the financial year ended on March 3 1,2015 of


[Pursuant to Section 92(3) of the Conpanies Act, 2013 andrule 12(1) of the Companies (Management and Administration) Rules, 20141

I. REGISTRATION AND OTHER DETAILS:

i) ii) iii) iv)

v)

vi)

Mr. Rajesh Jadhav Telephone : 022-67720300 Fax Number : 022-28591568 Email Address : [email protected]

vii)

11. PRINCIPAL BUSINESS ACTMTIES O F THE COMPANY

CIN:- Registration Date Name of the Company Category / Sub-category of the Company Address of the Registered Office and contact details Whether listed company

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

U749OOMH201OPLC202725 04-05-2010 JSW Techno Projects Management Limited Public Company Limited by Shares

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 Yes - .

(Yes/ No) Name, Address and contact details of Registrar & Transfer Agents (RTA), if any

Debentures Listed Sharepro Services (India) Private Limited

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

SI. No. 1.

2.

Sr. No

1

Name and Description of main products / services Business Consulting Services concerning Industrial Development Investments / Interest & Dividend

Name and Address of the Company JSW Logistics

NIC Code of the Product1 service

7414

6599

% to total turnover of the company

78.20

21.80

CINJGLN

U45400MH2010PTC206308

Holding1 Subsidiary l Associate Subsidiary

% of shares held 100%

Applicable Sec t io~~

Section

Infrastructure Private Limited

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 40005 1

JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 40005 1 JSW Aluminum Limited

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

Compatiy

i) Category-wise Share Holding I Categotyof Shareholders 1 No. of Shares held a t the I No. of Sliares held a t the end of I %

2(87)(ii)

U27203MH2005PLC154612

B. PUBLIC SHAREHOLDING

I I

Subsidiary Company

olding nominal share apital in excess of Rs. 1

C. Shares held by Custodian for GDRS & AD% Grand Total (A+BtC)

ii) Shareholding of Promoter-

-

Sr . No.

50,000

% chang e in shareh olding during the year

Shareholder's Name

Shareholding at the end of the year

No. of Shares

50,000

Shareholding at the beginning of the year

No. of Shares

% of total Shares of the cotnpan Y

100

%of Shares Pledged / encumbere d to total shares

% of total Shares of the cotnpan Y

-

%of Shares Pledge d 1 encum bered to total

-

50,000 50,000 100 -

iii) Change in Promoters' Shareholding (please specify, if there is no change)

SN Cumulative Shareholding during the year

At the beginning of the year Date wise Increase 1 Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer I bonus1 sweat equity etc.): At the end of the year

No, of shares

50,000 Nil

50,000


% oftotal shares of the company

100 Nil

100

No. of shares

50,000 Nil

50,000

% oftotal shares of the company

100 Nil

100

iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Top 10 Shareholders

At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease ( e . ~ . allotment / transfer / bonus/


shares the

Cumulative Shareliolding during

shares shares of

. - 1 sweat equity etc.): I At the end of the year

company

v) Shareholding of Directors and Key Managerial Personnel:

I company All Shares are held by the Promoter Group

shares shares of

SN

Promoters Shareholding during the year specifying the reasons for increase / decrease (ex. allotment / transfer / bonus/


Shareholding of each Directors and each Key Managerial Personnel

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

. - I sweat equity etc.): I At the end of the year

Cumulative Shareholding during the

V. INDEBTEDNESS

company

Indebtedness of the Company including interest outstanding/accrued but not due for payment

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

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (itiitiii) Change in Indebtedness during the financial year . Addition

Reduction

Secured Loans excluding deposits

16,93,00,00,000 NIL

2,82,30,03,802 19,75,30,03,802

2000000000 7260000000

Unsecured Loans

65,25,00,000 1,21,16,712

57,91,315 67,04,08,027

10500000000 295000000

Deposits

NIL NIL N L NIL

NIL NIL 1

Total Indebtedness

17,58,25,00,000 1,21,16,712

2,82,87,95,117 20,42,34,11,829

12,50,00,00,000 7,55,50,00,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii)

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

9,26,00,00,000

11,67,00,00,000 NIL

1,89,23,82,918 13,56,23,82,918

I - SN.

Ceiling as per the Act

I ~ c m u ~ ~ c r a t i o ~ ~ to other director Particulars of Rclnul~eration

10,79,50,00,000

10,85,75,00,000 2,43,00,000

58,96,06,334 11,47,14,06,334

Independent Directors Fee for attending board committee meetings Cotnmission

60,00,000

Others, please specify Total (I) Other Non-Executive

NIL

NIL NIL NIL NIL

60,00,000

Directors Fee for attending board

20,05,50,00,000

22,52,75,00,000 2,43,00,000

2,48,19,89,252 25,03,37,89,252

committee meetings

Name of Directors I Total Amount

Mr. Deepak Mr. Sanjeev Nagarani Ashok Rakhi Doshi Ganapathy Kumar Jain

Jain

C. REhTUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGEWWTD

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

SI. No.

(b) Value of perquisites u/s 17(2) Income-tax Act, 196 1

(c) Profits in lieu of salaty under section 17(3) Income-tax Act, 1961 Stock Option

Particulars of Remuneratioti

Key Managerial Personnel

I

I I 3 1 Sweat Equity

NIL

Total

9,62,583

I Company Secretary

9,62,583

NIL NIL

CFO

The Whole-time Director of the Company is also the Chief Financial Officer.

The salary break-up of the same has been provided above

4

NIL

Commission - as % of profit - others, specify.. .

I I

I Total ( 9,62,583

I I

W. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

5.

Punishtnent

Others, please specify

Type

NIL

Section of the Companies Act

A. COMPANY

Brief Description

Penalty NONE

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD 1 NCLTI COURT]

Appeal made, if any (give Details)

B. DIRECTORS

Penalty NONE

Compounding

C. OTHER OFFICERS IN DEFAULT Penalty

Punislunent

Compounding

NONE

Annexure 9

Particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo

A. 1 Conservation of Energy:- I (i) the steps taken or impact on conservation of energy I The operations of your

(ii) the steps taken by the company for utilising alternate sources of energy (iii) the capital investment on energy conservation equipment

1 Company are not energy- intensive.

NIL

product dcvclop~~ient or ilnport substitution; . - .. . . .

(iii) ill case of ilnportcd t c c ~ i ~ l ~ ~ ~ (i11iportc.d during the last tliree

B.

Foreign exchange earnings and Outgo- The Foreign Exchange earned in terms of actual inflows during

Technology absorption:- (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction,

place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

- - - the year and the Foreign Exchange outgo during the year in terms of actual outflo$vs.

N A NA

NIL

exchange earnings / outgo during the year.

.38, Bombay Mutual Building, Tel. : +91(22) 2262 3000 2"' Floor, Dr. D. N. Road, Fort, Email : contact@shal~gupta.com Mumbai - 400 001. Web : www.shai~gupta.com

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

INDEPENDENT AUDITORS' REPORT

T o t h e Members o f JSW Techno Pro jec ts Management L i m i t e d

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

Management's responsibi l i ty f o r t h e standalone financial s tatements

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

Auditor's responsibi l i ty

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

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

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

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

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

Opinion

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

Emphasis of Matter

We draw attention to Note 2 8 (e) (a) to the financial statements which indicate that during the year the Company has incurred loss of Rs. 1,81,39,83,912 and as of the date, the Company's accumulated loss amount to Rs. 2,63,04,17,227 resulting in erosion of entire new worth of the Company. These conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. The financial statements of the group have been prepared on a going concern basis for the reasons stated in the Notes 26 (e) (b). The validity of the going concern assumption would depend upon the performance of the Company as per its future business plan and also securing prominent and high value consultancy / 0 & M Contracts. (These financial statements do not include any adjustments that will result i f the company was unable to continue as a going concern). Our opinion is not qualified in respect of this matter.

Report o n o ther legal and regulatory requirements

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

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

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

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

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

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

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

(f) The going concern matter described under the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

i. The Company does not have pending litigations having impacts on its financial positi

Page 2 of 5

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

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

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

'bip4 K Choksi Partner M. No.37606 Place: Mumbai Date : May 14, 201

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

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

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

(ii) As the Company does not have inventory, the Clauses (ii) (a) to (ii) (c) of paragraph 3 of the Order are not applicable to the Company.

(iil) (a) The company has granted interest free loan to a body corporate covered in the register maintained under section 189 of the Companies Act, 2013. As explained to us loans are repayable on demand. Therefore question of our commenting on receipt of the principal and interest on regular basis does not arise.

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

(iv) I n our opinion and according to the information and explanations given t o us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, no major weakness was noticed in the internal control system.

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

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act.

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

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

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

(viii) The Company has been registered for a period of less than 5 years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it had incurred cash loss during the year and in the immediately preceding financial year.

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

Page 4 of 5

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

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

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

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

Partner M. No.37606

EQUITY AND LIABILITIES

JSW TECHNO PROJECTS MANAGEMENT LIMITED BALANCE SHEET AS AT MARCH 31, 2015

Amount in S

Shareholders' funds Share capltai Reserves and surplus Share application money pending allotment

Non-current l iabi i i t ies Long-term borrowings Other long-term liabiiities Long-term provisions

Part icl l lars

Current l iabi i i t ies Short-term borrowings Trade payables Other current liabilities Short-term provisions

I I I

AS a t 31.03.2015

Note NO.

TOTAL

AS a t 31.03.2014

ASSETS

Non-current assets Fixed assets

Tangible assets Intangible assets Capital work-in-progress

Non-current investments Long-term loans and advances

Current assets Trade receivables Cash and bank balances Short-term loans and advances Other current assets

TOTAL

Significant Accounting Policies &Othe r Notes

Notes referred to herein form an integral part of the financial statements

For Shah Gupta & Co. Chartered Accountants Flrm Resistration No. 109574W

Partner

M. No. 37606

For and o n behalf of t h e Board o f Directors

Anunay Kumar Sanjeev Doshi who le i t ime Director & Director Chief Financlal Off icer DIN:- 01647407 DIN:-06675966

Sanjay Gupta Place : Mumbai Company Secretary Date : 14/05/2015 Membership No. A24641

JSW TECHNO PROJECTS MANAGEMENT LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015

Particulars

Income Revenue from Operations Other Income

Total Income

Expenses Operating expenses Employee benefits expense Finance costs Depreciation and amortisation expense Other expenses

Total expenses

Profit/(Loss) before tax

TaxExpense Current Tax Tax related to prior period

Profit/(Loss) after tax

Earnings Per Equity Share:

Basic & diluted

Significant Accounting Policies &Other Notes

Notes referred to herein form an integral part of the financial Statements

For Shah Gupta & Co. For and on behalf o f the Board of Directors

Chartered Accountants Firm Registration No. 109574W

A Sanjeev P~ Doshi Partner Whole-time Director & Director

Chief Financial Officer M. NO. 37606 DIN:- 01647407 DIN:-06675966

Sanjay Gupta

Place : Mumbai Company Secretary Date : 14/05/2015 Membership No. A24641

For the Year Ended 31.03.2015

1,29,14,89,273 4,19,31,602

1,33,34,20,875

44,32,550 20,54,22,956

2,76,90,01,885 1,91,689

12,91,20,794 3,10,81,69,874

(1,77,47,48,999)

3,92,34,913 (1,81,39,83,912)

(36,279.68)

Note No.

19 20

2 1 22 23 24 25

26 (j)

1 & 26

Amount i n 7


2,16,15,38,271 95,54,303

2,17,10,92,574

1,74,90,998 26,43,57,359

2,20,59,51,243 4,35,100

5,10,44,820 2,53,92,79,520

(36,81,86,946)

(36,81,86,946)

(7,363.74)

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

A. CASH FLOWS FROM OPERATING ACTIVITIES: PROFIT (+)/LOSS (-) BEFORE TAX

Adjustment for: Depreciation Interest income on Debentures Income from Current Investments Profit on sale of fixed assets Debenture issue expenses Provisions for Premium payable and Interest accrued on borrowings Interest & Finance Charges

Operating prof i t before work ing capital changes

Movements in Working Capltal: (Increase) / Decrease in Trade recelvabies (Increase) / Decrease In Loan and advances (Increase) / Decrease in Other current assets lncrease / (Decrease) in Trade payables and provisions Increase / (Decrease) in Other current liabilities

Interest income on Debentures Income from Current investments

Cash f low f rom operations Direct taxes refund / (Paid)

NET CASH GENERATED I N OPERATING ACTIVITIES

B. CASH FLOW FROM INVESTING ACTIVITIES: (Purchase)/Sale of Shares Capital expenditure on fixed assets including capital advances (Purchase) /Sale of fixed assets (Net) Loan given to subsidiary Investment in fixed deposit Release from Margln money deposit

NET CASH USED I N INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Long-term borrowings Proceeds from Short-term borrowings Debenture issue expenses Interest and Finance charges Share application money received

NET CASH GENERATED FROM FINANCING ACTIVITIES

NET INCREASE/(DECREASE) I N CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Refer Note 16)

For Shah Gupta & Co. Chartered Accountants

M. No. 37606

For and o n behalf o f t h e Board of Directors

Anunay Kumar Sanjeev Doshi Whole-t ime Director & Director Chlef Financial Officer DIN:- 01647407 DIN:-06675966 - S a n j F ~ u p t a '

>lace : Mumbai Company Secretary Date : 14/05/2015 Membership No. A24641


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

Note - 1 SIGNIFICANT ACCOUNTING POLICIES:

a) Corporate Information JSW TECHNO PROJECTS MANAGEMENT LIMITED (the 'Company') is a public company domiciled in India. The company is primarily engaged in technical consultancy and financial activities. The Company currently operates in domestic market only.

b) Basis of Accounting The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principies in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies Act, 1956 ("the 1956 Act"), as applicable. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year unless stated otherwise.

c) Use of Estimates The preparation of financial statements is in conformity with Generally Accepted Accounting Principies require estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and differences between actual results and estimates are recognized in the periods in which the results are known/ materialize.

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

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

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

f) Intangible Assets Intangible assets are recognised only when it is probable that the future economic benefits that are attributable to the assets will flow to the Company and the cost of the assets can be measured

assets are stated at cost less accumi~lated amortisation and impairment loss, i f

g) Depreciation and Amort isat ion a. Depreciation on Fixed Assets has been provided on straight line basis at the rates and in the

manner laid down in Schedule I1 of the Companies Act, 2013. b. I n respect of additions/extensions forming an integral part of existing assets and adjustment

to Fixed Assets on account of exchange differences, depreciation has been provided over residual life of the respective fixed assets.

h) Borrowing Cost Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on Borrowing Costs, are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed in the period in which they are incurred.

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

j) Inves tments Investments are classified as current or long-term in accordance with Accounting Standard - 13 on "Accounting for Investments". Investments that are readily realizable and intended to be held for not more than a year from the date they are acquired are classified as current investments. All other investments are classified as long-term investments.

Long term Investments are stated at cost. Provision is made for diminution other than temporary in the value of such investments.

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

k) Retirement and Other Employee Benefits i. Retirement benefits in the form of Provident and Pension Funds are defined contribution

schemes and these contributions are charged to the statement of profit and loss in the year when these become due. The Company has no obligation, other than the contribution payable to these funds.

ii. Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation, as per projected unit credit method made at the balance sheet date.

iii. The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end.

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

m) Income Tax Income tax expenses comprise current tax (i.e. amount of tax for the period determined in accordance with the income tax law) and deferred tax charges or credit (reflecting the tax effects of timing differences between accounting income and taxable income and reversal of timing differences of earlier years of the year)

Current income tax is determined as the amount of tax payable in respect of taxable income for the year in accordance with the Income Act, 1961. The deferred income tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realised in future; however where there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty, supported by convincing evidence of realization of such assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain as the case may be to be realized.

MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax within the specified period. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit to the extent there is no longer convincing evidence that the Company will pay normal Income Tax during the specified period.

n) Cash Flow Statement The Cash Fiow Statement is prepared by the indirect method set out in Accounting Standard - 3 on "Cash Fiow Statements" and presents the cash flows by operating, investing and financing activities of the Company. Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand, bank balances and Cheques in Hand.

o) Provisions and Contingent Liabilities Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if a. The Company has a present obligation as a result of a past event. b. A wrobable outflow of resources is expected to settle the obliciation and

Where some or all the expenditure required to settle a provision is expected to be reimbursed by another party, such reimbursement is recognized to the extent of provision or contingent liability as the case may be, only when i t is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in the case of a. A present obligation arising from a past event, when it is not probable that an outflow of

recourses will be required to settle the obligation. b. A possible obligation, unless the probability of outflow of resources is remote.

I Share Capital AUtllorlred Share capital

50.000 (?revlour year 50,0001 Equity sharer of t 10 each

Amount In t ~ a r t l r ~ l a r s

8.00.00.000 (Previous year nil1 preference sharer o f t 10 each

Issued & Subscribed Share Capltal 50,000 (Prevlo~s year 50.000) Equltq shares of t 10 each hllly pald

6.00.00.000 (Prevlaur year nil) preference sharer a f t 10 each

Fully Pald Up Share Capltal 50,000 (Previous year 50.000) Equity shares of t 10 each fully paid

Total:

~ d d : issue2 during th; yea; Less' Sharer bouqht back dunnq the year sharer ostrtandlng at the end o f tine year I 50,000 1 s,oo,ooo 1 50,000 1 5.oo.000

Note 2 I

AS at 31.03.2015

2.1 ~econcl l lat lon o f the share. outstanding at the beglnnlnq and at the end of year

2.2 Terms 1 Rlohtr attached to equity shares The Company has only one darr of Equltq rhares havlng par value of f 10 per share. Each holder of equltq rhares lr entitled to one vote per share. I n the event of Liquidation of the company, the holders of equltq sharer will be entltled to receive the remaining arretr of the Company, after dlrtrlbutlon of all preferential hmountr. The dlrtnbutlan will be In orowition to the number of ~ a u l h rharer held bv the shareholder.

AS a t 31.03.2014

80.00.00.000 80.05.00.000

5.00.000

60.00.00.000 60,05,00,000

5.00.000 5.00.000

Partltulan

I 2.3 Terns I Rlohts attached to preference shares he Preference Sharer carrq Zero Coupon dividend, they are non-participatory, non-convettible and are redeemable aRer a period of 10 years an a redemption premlum of 40%. In the event of Llquldation of the Company, the holders of preference rharer will be entitled to receive thelr dues in prloritq to the equity

5.00.000

5.00.000

5.00.000

5.00.000 5.00.000

nr at 31.03.2015 I AS at 31.03.2014 No. of shares I Amount I No. of shares I Amount

2.4 Dlrclorure of Shareholderr holdlng more than 5% of the as rega te rhares In the con,Pany ~ar t icu lars AS s t 31.03.2015 I As s t 31.03.2014

% o f Holding

Equity$harer: I I I Outrtandlno at the bealnnlno ofthe year 50.000 1 5.00.000 1 50.000 1 5.00.000

I I~lrr , sangita llndal (Including nominees) I 49.500 1 99.00% I 50,000 1 100.00 1

ReIBrYEl alld SllrpIus ~ ~ ~ r p l u r / ( ~ e l ~ a t ) 18, the statement of prol l t and loss:

n 3 a r ~ e JI oef l x r f,nour r r~stemr.>lr

AS a t 31.03.2014

~a r t i cu la r r

4.1 Oetalle of Secsrity: Zero Coupan Ilon-Convertible Debentures are recured by nrst charge by way of legal ilortgage an flats no. 13 and 23 amounting t o t 48.54.780 situated at khativall vlllage, In the state of rlahararhtra and by way of pledge of 1.01.30,000 (prevlour year 3.91.80.685) equity rharer of 1SW Steel Limited and 23.15.23.000 l p i e v i o ~ ~ year 62.96.31.2'38) equlty rharer of ISbV Energy Umlted held by follovilng companies :-

I As a t I As at

Note 3 I As s t

31.03.2015

W Lvestment~ Ptlvate Umlted Holdlnge Limited Sonr Investments umited

Partlcularr

Note 4 Long-term borr9wlngr

Debentures (secured) Zero Coupon 760 (Prevlour year 1,466) Iton-Canvenlble Debentures of t 1.00.00.000 each

Debenturer (Unrecaredl zem Coupon 450 (?revlour year nil) Ilon-Convertible Debentures of t 1.00.00.000 each

Zero Coupon 6000 (Prevlaur year nil 1 Non-Convertible Debentures of t 10.00.000 each

Total:

Amount m f As at

31.03.2014

Non-current ~ o r t l o n

7.60.00.00.000

7,60,00,00,000

As at 31.03.2015

Current Maturities

7.26.00.00.000

7,26,00,00,000

NOD-current ~ o r t l o n

3.50.00.00.000

4.50.00.00.000

6.00.00.00.000

14.00.00.00.000

current Matorltler

4.10.00.00.000

4,10,00,00,000

JSW TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

4.2 Terms of uepayment: mount In Nature o f Debentures I Ternle of Redenlptlon I Tenure I ~ n l o u n t

Secured:

30 Month from the Zero Coupon 110"-Convertible Redeemable Debentures Serler 3 of 12% per annum payable on the date of deemed date of ? 1.00.00.000 each redemption 1.e.lOth Dec 2015 allotment 1.e.. 11th

1.50.00.00.000

-~~ ~~~

I 24 1.lOoth from the Zero Coupon Ilon-Convertible Redeemable Debenturer Series 2 of 12% per annum payable on tlle date of deemed date of t 1,00.00,000 each redemption 1.e.lOth lune 2015 allotment 1.e.. 11th 1.50.00.00.000

Zero Coupon Ilan-Conuertlble Redeemable Debentures Series 4 of t 1.00.00.000 each

Total: 7,6a,oO,ao,ooo

12% per annum payable on the date of redemotion 1.e.lOth June 2016

Unrecured:

36 Elonth from the deemed date of allotment 1.e.. 11th

Zero Coupon Ilon-Convertible Redeemable Debenturer Tranche 2 -Series B of 7 10.00.000 each

~~ ~

Zero Coupan Ilon-Convertible Redeemable Debentures Tranche 2 -Series A of7 10.00.000 each

zero Coupon Ilon-Canvertlble Redeemable Debenturer Serler B of 7 1.00.00.000 each

zero Coupon Ilon-Convertible Redeemable Debentures Tranche 1 -serle6 0 of? 10.00.000 each

lo ther long term llabllltfer I I

3.50.00.00.000

Zero Coupon Ilao-Convertible Redeemable Debentures Tranche I -Series A o f ? 10,00.000 each

zero coupon NO"-convertible Redeemable Debentures o f t 10.00.000 each

Zero Coupon Ilan-Convertible Redeemable Debentures Serler A of t 1.00.00.000 each

I Aoldnce ,e:c..etl fmr#l O . I ~ O ~ C ~ S ,3679 1 20,6!,la9. ............. .......... .... - -. - - - - ........... . ........... 33!21,66,719 . - Total: 20.67.77.1165

11% per annum payable on the date of redem~tian l.e.13th lune 2018

11% per annum payable on the date of redemption I.e.13th Feb 2018

12.25% per annum payable on the dale of redemption i.e.17th Aug 2017

11% per annum payable on the date of redemption l.e.13th lune 2018


10.75% per annum payable on the date of redemption 1.e. 6th 1,lay 2018

12.25% per annum payable on the date of redemption i.e.17th Aug 2016

40 Plonth from the deemed date of allotment 1.e.. 13th

36 Month from the deemed date of allotment 1.e.. 13th Feb 2015 40 llonth from the

deemed date of allotment 1.e.. 17th Aprll 2014 40 Elanth from the

deemed date of allotment 1.e.. 13th

Total:

A"lO",lt in 1

1.15.00.00.000

1.20.00.00.000

3.00.00.00.000

1.20.00.00.000

10,50,00,00,000

feb 2015 36 EIonth from the

deemed date of allotment 1.e.. 13th Feb 2015 39 Elonth from the

deemed date of allotment 1.e.. 6th Feb 2015 28 Month hom the

deemed date of allotment 1.e.. 17th April 2014

PartlCular~

Note 6 Long-term provlslonr

PTOYISIOIIS for employee benefits

1.20.00.00.000

1.25.00.00.000

1.50.00.00.000

Asat 31.03.2015

Non-current Portion

A9 at 31.03.2014

Current Mattmritler

Won-current Portion

current Maturltler

2.29.86.781 19.15.490 2.91.50.485 21.63.531

Short-term borrowings Secured Debentures f rom related parties [Refer note 26 (h)]

207 (Previous year 207) 9% Secured Redeemable Non-Convertible Debentures of 7 1.00.00.000 each

Term loans from financial insti tut ion Indian Rupee Loan from Financial Institutions

Amount i n

Particulars

Tne 9?; rlon-Convc,l r le ~ ~ b ~ l r t l u r ~ , ( h C U i ) ,>re iec .~(ct l II , 111s~ m a q e by \ .ay o f lcgal EI~rlqdg(: t.31 no. i I an>o.~ta,lq t o t I>,09,09O (P~CYIUL! year < 12.99.Il90) s8tudrecl ar rl#al.ua i v a9e, n the stale of 1lar~arasftlr.l. Ioe a.uow are also rec. re0 I., v.dy of I) C C I ~ C of 2J.700 ( ~ ' r ~ v i o t , ~ yea, t /U,7lJO) P'J secu<do Co!lvertoble <lellPl#l8.re uf t 1 00.000 1!<1:i1 101,5\'1 II IY~III I IPII I~ PYI IICI lleld 11, L I e (11111,,3rt(

Unsecured Loans and advance from related parties [Refer note 26 (h)] Other loans

Total:

Note 7 I I

AS a t 31.03.2015

A5 a t 31.03.2014

7.1 Details of Securltv:

20.00.00.000 15,75,00,000

4,42,75,00,000

Term loan from flnanclal institution are secured by way af pledge of 17,82,000 (Previous year nil) equity shares of JSW Steel Llmited and 2.71.00.000 (Previous year nil) equity sharer ofJSW Energy Limited held by follo~ving companies :-

I . .

Sahyog ~radcorb Private ~ h i t e d 1.95.00,OOO 1 1 ~ a t a l : l 17,82,000 1 2,71,00,000 1

27.50.00.00~ 37,75,00,00(

2,72,25,00,000

Partlculals

Name of companies

JSW Investments Private Limited Vividh Consultancy & Advisory Services Private Ltd. JSW Techno Pralects Elanaoement Limited

As a t 31.03.2015

Amount i n

As at 31.03.2014

NO. of shares

Part lcuiar~

Trade payables Due to Mlcro small and medium Enterprises [Refer note 26 (I)] Others

Total:

I Interest accrued but not due an borrowlnss I I

ISW steel Llmited

No. of shares

Amount i n .

Interest payable on unsecured loan Interest payable an 9% Nan-Convertible Debentures

ISW Energy Limited ISW Steel Limited

Note 8 I I

As a t 31.03.2015

10,81,28,095 10,81,28,095

Particulars

Note 9 Other current llabllities

Current maturities of long-term debt [Refer note I ] Current maturities of long-term pravlslans [Refer note 61

I S W Energy Limited

As a t 31.03.2014

10.54.56.434 10,54,56,434

Statutory Dues Other Payabies

11.50.000 6.32.000

AS at 31.03.2015

4,10,00,00,000 90,77,20,652

5,00,77,20,652

Interest accrued and due on Borrowings

Total: I 5,14,26,85,230 1 9,34,51,23,520

76.00.000

As a t 31.03.2014

7,26,00,00,000 2,00,68,95,471

9,26,68,95,471

2,43,00,000 1.21.16.712 2,43,00,000 1 1,21,16,712

I

3SW TECHNO PROJECTS MANAGEMENT LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 11 Fixed Assets

/office Equiprnents / 83,390 1 - 1 83,390 1 31,937 / 30,156 1 - 1 62,093 / 21,297 1 51,453 / - I

Amount in ?

Particulars

Tangible Assets

-- Total Previous year

Total / 83,99,320 / 15,75,000 1 - 99,74,320 1 6,24,258 / 1,91,689 1 - 1 8,15 947 / 91,58,373 / 77 75,063 Previous Year 67,01,190 ( 24,33,900 / 7,35,770 1 83,99,320 1 3,04,323 1 4,35,100 1 1.15,166 1 6,24,257 1 77,75,063 1

Intangible Assets

Total 18,000 - - Previous Year 18,000

Gross Block (at cost)

As a t 01.04.2014

83,81,320 67,01.190

18,000 --- 18,000 18,000

Depreciation I Amortisation

99,56,320 83.81.320

As a t 01.04.2014

Net Block

15,75,000 24,15,900

5,227 5,227 4,258 -

5,227

As a t 31.03.2015

Additions As a t 31.03.2015

6,19,031 3.04.323

- 7.35.770

9,485 8.515 12,773 9,485 8,515 12,773 5,227 12,773

Deductions For the period

AS a t 31.03.2014

As a t 31.03.2015

1,87 431 4,29,873

~-~~~~~ - 1.15,166

8 06,462 6,19,030

91,49 858 7762,290

77,62,290 -

I S W TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 13 Non-current Investments

Amount i n t

o t h e r than trade investments: (Long-Term - Fully paid up &valued a t cost) Quoted EO* W

ha!mS; ISW steel Ltd 22.17.303 (Previous year nil) Equity sllarer o f t 10 each fully pald up

m u o t e d E m s h a r e s : l!lsuwdmrr;

JSW Logistics Infrastructure Pvt. Ltd. 5,00,10,000 (Previous year 10.000) equity shares of t 10 each fully pald up

As a t 31.03.2014

Particulars

Note 1 2 Capital work-in-progress pre-operative expenses (Pending allocation)

Legal and professional charges Other borra\'ring costs

Total:

lL&k& JSW Pcolect~ Ltd. 3.00.02.000 (Previous year nil) equity shares of t 10 each fully paid up

As a t 31.03.2015

2.37.500 4.50.84.694

4,53,22,194

JSW Aluminium Ltd. 1,22,20,000 (Previous year nil) equity shares of t 10 each fully paid UP

o t h e r than trade investments: (Long-Term - Fully paid u p & valued a t cost) m u o t e d Debentllres : lL&k&

JSW Investment Pvt. Ltd.

67,500 (Previous year 67,500) Secured Fully Convertible Debentures of t 1,00,000 each

711 (Previous year 711) Secured Fully Convertible Debentures of t 1,00,00,000 each

Amount i r

31.03.2015 31.03.2014 'T

Total:

Aggregate amount of quoted investments (At cost)

Aggregate amount of quoted investments (At Market value)

Debentures. 3,00,02,000 shares of JSW Projects Ltd have been pledged wlth Axis Trustee Services Limited an behalf of ISW Projects Limited. 6,32,000 shares of JSW Steel Ltd are pledged against tern1 loan.

Aggregate amount of unquoted investments (At cast)

17,21,85,21,490

2,43,61,97,490

2,01,00,96,035

Unsecured, considered good: Capital advances Loan to subsidiary [Refer note 26 (h)] Advance tax and tax deducted at source (net)

13,86,01,00,000

Note:- 20,700 (Previous year 20,700) 2% Secured Convertible Debenture of t 1,00,000 each are pledged agalnst 9% Non-Convertible

14,78,23,24,000

Amount i n 8

13,86,01,00,000

AS a t 31.03.2014

P a r t i ~ u l a r s

Note 1 4 Long-term loansandadvances

AS a t 31.03.2015

1SW TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

I I Total: [ 10,53,12,554 1 6,59,53,693

Anlount I n 5

Part iculars

No te 15 Trade receivables Unsecured, considered good:

Outstanding for a period exceeding slx months Others dues from related parties [Refer note 26 (h)] Others

Amoun t i n ?

As a t 31.03.2015

10.53.12.554

Part iculars

No te 16 Caslt and bank balancer Cash & cash equivalent

Balances with Banks In Current accounts Cash on hand

Other bank balances Deposits w i t h original ma tu r i t y of less t l l an twe lve mon ths

Fixed Deposit with Bank Margin money deposit

Total:

Amot ln t i n 1

A5 a t 31.03.2014

6,08,97,493 50,56,200

Part iculars

Note 17 Shor t - term loans and advancer Unsecured, considered good:

Security deposits Cenvat receivable Advance glveo to vendors Other advances

Total:

Other current assets Interest accrued an Fixed Deposit Other assets

A5 a t 31.03.2015

8.11.83.678 1.91.583

8,13,75,261

75,00,00,000

83,13,75,261

Amo~nnt I n <

A5 a t 31.03.2014

6,73,34,733 1.22,155

6,74,56,888

55,00,17,904 61,74,74,792

As a t 31.03.2015

1.20,OOO 4,35,18,868

33.32.250 1,11,56,742

5,81,27,860

Particulars

As a t 31.03.2014

2.11.556 5,50,46,492

6.41.750 3,21,175

5,62,20,973

Note 18 I I

AS a t 31.03.2015

As a t 31.03.2014

JSW TECtlNO PROJECTS MANAGEMENT LIMITED NOTES FORMING PART OF Tl lE FINANCIAL STATEMENTS

Particulars

Note 20 Other i ncome

Amoun t in I

Interest an fixed deposits (from current Investments) Dlvldend Income on mutual funds (from current investments)

Part iculars

No te 19 Revenue f rom operat ions

Cansultancy income

o t h e r operat ing income Interest on Debentures (from long-term investments) Dividend Income

Profit an sale of fixed assets interest on income tax refund Other interest income

For t h e Year Ended 31.03.2015

1.00.99.90.781

27,72,00,000 42,98,492


1,88,43,38,271

27.72.00,OOO

A m ~ u n t i n t

Particttlars

No te 2 1 Operat ing expenses Professional fees

Total:

Employee benef l ts expense Salaries and wages Contribution to provident and others funds Staff welfare expenses

Total:

I Finance costs Interest expenses

Amoun t I n 7


44.32.550

44,32,550

16.40.93.547 87,45,483

3,25,83,926

20,54,22,956

Part ict l lars

Oepreclat lon and amort lsat lon expense Depreciation on tanglble assets Depreciation on iotanglbie assets

For t i l e Year Ended 31.03.2014

1,74,90,998

1,74,90,998

20,36,62,585 1.03.74.113 5,03,20,661

26,43,57,359

Debenture issue expenses Others

Total:

I Total: I I

1,91,689 1 4,35,100

Note 23 I I For t h e Year Ended

31.03.2015

[Refer note 26 (i)l


22.96.51.794 3,965

2,76,90,01,885

9,99,62,574 7,29.792

2,20,59,51,243

Note - 26 OTHER NOTES

a. Contingent liabilities not provided for in respect of : Estimated amount of contracts remaining to be executed on capital account ? 87,69,34.662/- (Previous year nil).

b. I n the opinion of the Management, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet. Provision for all known liabilities is adequate and not in excess of what is required

c. The group is yet to receive balance confirmations in respect of certain trade payable, other payable, trade receivable, other receivable and loan and advances. The Management does not expect any material difference affecting the current year's financiai statements due to the same.

d. Due to inadequacy of profits, the company is unable to create the Debenture Redemption Reserve required in terms of Section 71 of the Companies Act, 2013.

e. Going (Concern) : (i) The Company has incurred loss of 4 18,139.84 lacs for the year ended 31.03.2015 and as of

the date, the Company's accumulated loss amount to 4 26,304.17 lacs resulting in erosion of entire new worth of the Company. The management is optimistic of improving the cash flows through equity infusion, exploring avenues of enhancing revenues etc. These measures are expected to result in suitable cash flows and accordingly the financiai statement continues to be presented on going concern basis.

(ii) During the year the company has been awarded from JSW Steel Limited, to set up following plant of Air Separation Unit; a) One unit of 1,000 tonne per day plant, and b) Two units of 2,200 tonne per day plant, with a total investment of 4 800 Crores. With this investment the company expects significant increase in operating income. Accordingly the statement of the financial results continues to be presented on a going concern basis, which contemplates realization of assets and settlement of liabilities in the normal course of business.

f. Employee Benefits (i) Defined contribution plans:

Company contribution to provident fund o f ? 59,54,554/- and pension fund ? 27,90,929/-

I I I. Present Value of Obligation

(ii) Defined benefit plans: Details of Gratuity Plan (Unfunded) as per actuarial valuations are as follows:

Amount in 4

Particulars

2) Liability recognized in the balance Sheet

As a t 31.03.2015

As at 31.03.2014

Less: 11. Fair Value o f Plan Assets

a. Opening Fair Value of plan assets b. Actual Company Contributions c. Expected return on plan assets d. Actuarial Gain /(loss) e. Benefits paid

Amount in f

f . Closing air Value of plan assets Amount recognized in Balance Sheet 1,46,59,023 1 1,87,61,274

I I

Particulars As a t

31.03.2015

2 ) Expense recognized in t h e per iod 1 1

g. Segment Reporting : The Company has identified two primary segments, namely Consultancy Services & ~nv'estments, which in the context of Accounting Standard 17 on "Segment Reporting" constitute reportable segments. The company's operating businesses are organized and managed separately according to the services provided with each segment representing a strategic business unit that offers different services and serves different markets. The Information about Primary Business segments are as under:

As a t 31.03.2014

a. Current service cost b. Interest cost c. Expected return on plan assets d. Actuarial @ain)/loss

Total 3)Assumptions

a. Rate of Discounting b. Rate of Escalation in salaries c. Attrition Rate

22,34,149 1 24,06,815

Consultancy Services Investments Others

17,46,675 .

(71,77,484) (31,96,660)

8.08% 6.00% 2.00%

Amount in f

Seament Results rPro f i t / [loss) before Tax1

Consuitancy Services Investments Others

Total Seament Assets

14,92,288 .

(29,57,500) 9,41,603

9.31% 6.00% 2.00%

Sr. no. 1

Consultancy Services Investments

Year Ended 31.03.2015

Particulars

Seament Revenue

Total


4;19;31;602 133,34,20,875

95,54;303 2,17,10,92,574

Amount in f Particulars Year Ended Year Ended

31.03.2015 31.03.2014 Seament Liabilities Consultancy Services 48,44,71,659 34,68,42,951 Investments 24,69,95,64,779 19,80,94,78,764 Un-allocated 43,04,19,952 69,24,07,800

Total 25,61,44,56,390 20,84,87,29,515

h. Related Party Disclosures, as required by Accounting Standard - 18 : 1. List of Related Parties

i. Subsidiary Company JSW Logistics Infrastructure Private Limited Dolvi Coke Projects Limited (up to 24th December 2014) JSW Aluminum Limited

ii. Individual exercising control: Mrs. Sangita Jindai

iii. Other related parties wi th whom the company has entered into transactions during the year: JSW Investments Private Limited JSW Energy Investments Private Limited JSW Projects Limited JSW Steel Limited JSW Steel Coated Products Limited JSW Cement Limited Sun Investments Private Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Tradecorp Private Limited

ent of Loans

2. Related party Transactions: Amount in f


7,50,00,000 -

42,00,00,000

Particulars of Transactions

Loans taken JSW Investments Private Limited JSW Cement Limited Mrs. Sanaita Jindal


- - -

Amnunt in 7

Purchases of shares Purchases of shares of Dolvi Coke Projects Limited JSW Projects Limited Purchases of shares of JSW Projects Limited JSW Logistics Infrastructure Private Limited Purchases of shares of JSW Aluminium Limited JSW Logistics Infrastructure Private Limited Investments made JSW Logistics Infrastructure Private Limited Dolvi Coke Projects Limited JSW Proiects Limited

I Preference Shares I I I

JSW Aluminium Limited 12;20)00;000 1 .

Application money received for Zero Coupon

JSW Projects Limited South West Mining Limited

27,50,00,000 32,50,00,000

Loan Given JSW Logistics Infrastructure Private Limited Repayment of Loan JSW Logistics Infrastructure Private Limited

Reimbursement of Expenses JSW Energy Investments Private Limited JSW Investments Private Limited Sun Investments Private Limited Reynold Traders Private Limited

Interest/Premium Expenses JSW Cement Limited

7,18,81,349

5,93,19,125

JSW Investments Private Limited Purchase of Flat JSW Steel Coated Products Limited Sale of Investments Dolvi Coke Projects Limited Consultancy Fees Received JSW Projects Limited JSW Steel Limited JSW Steel Limited (Dolvi Plant) JSW Cement Limited Advance Received JSW Projects Limited

Interest Received JSW Investments Private Limited

. . . . . . JSW Projects Limited 25,52,68,508

1,27,96,211

1,31,07,37,776

Sale of Flat

15,00,000

2,00,20,000

79,41,90,781 21,33,00,000

25,00,000

90,94,00,978

27.72.00.000

23,00,000

1,68,46,48,271 18,22,90,000

1,29,00,000 -

20,67,77,965

27.72.00.000

3. Closing balances:

Particulars

Mrs. Sangita Jindal JSW Investments Private Limited JSW Cement Limited 9% NCD Issued: JSW Projects Limited Investments made JSW Investments Private Limited ISW Logistics Infrastructure Private Limited ISW Projects Limited JSW Aluminium Limited Trade receivables JSW Steel Limited JSW Projects Limited ISW Steel Limited (Dolvi Plant) JSW Cement Limited Interest/ Premium Payable JSW Cement Limited JSW Projects Limited Pledge fees payable JSW Investments Private Limited Sahyog Tradecorp Private Limited Loan Given JSW Logistics Infrastructure Private Limited Advance Received

ISW Energy Investments Private Limited Sun Investments Private Limited

JSW Projects Limited Collaterals provided on our behalf (pledge of shares of group companies)

JSW Investments Private Limited Sahyog Tradecorp Private Limited

2,07,00,00,000

13,86,00,00,000

50,01,00,000 30,00,24,000 12,22,00,000

1,10,23,001

9,14,09,752 70,800

28,09,000

2,43,00,000 16,86,91,715

8,43,404 26,08,567

4,89,80,00,000

i. Remuneration to the Auditors:

2,07,00,00,000

13,86,00,00,000

1,00,000

4,06,48,272

57,54,781 1,44,94,440

1,21,16,712 9,97,23,207

4,88,54,37,776

33,21,66,729

No. of Shares

Amount in T

20,67,77,965

No. of Shares

j. Earnings Per Share

Computat ion o f Basic and Di luted Earnings per share:

k. I n c o m e Tax

Particulars

Net Profit / (Loss) After Tax (As per Statement of profit and loss) Weighted Average Number of Equity Shares (Nos.) Basic & Diluted Earnings Per Equity Share (Face Value - f 10 per share)

a) Provision f o r Tax:


(181,39,83,912)

50,000

(36,279.68)


(36,81,86,946)

50,000

(7,363.74)

Amount in f

b) Deferred tax:

Particulars

Current Tax

Deferred Tax

The Company has incurred a loss in the current year and accordingly, no provision for current tax has been made. Deferred tax assets are recognized only i f there is virtuai certainty supported by convincing evidence that they can be realized against future taxable profits.

The components o f deferred tax a r e g iven hereunder:


- -

Particulars


.

- Total

Amount in f I Year Ended I Year Ended I

- -

Deferred Tax Assets on account of expenses on account of Preliminary Expenditure u/s 35D and Gratuity u/s 438 (A)

* Since the company has made taxable loss in the current year and there is no virtuai certainty that i t will make taxable profits in the future, deferred tax asset to the extent of deferred tax liability has been recognized and no net deferred tax assets has been created.

Deferred Tax Liability on account of Depreciation (6)

Deferred Tax Assets/(Liabil i ty) - Net

I. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disciosures, if any, relating to

aid as at the year-end together with interest paid/ payable as required under the said been given.

31.03.2015

.

31.03.2014

2,44,938

N i l

(61,631)

*Ni l

Disclosure pertaining to Micro, Small and Medium Enterprises (as per information available with the Company):

Amount in C

Sr. No. 1

2

m. Disclosure as per Clause 28 of the Debenture Listing Agreement, applicable on account of listed debentures:

3 4

5

6

7

Particulars

Principal amount due outstanding as at 3 lSt March

Interest due on (1) above and unpaid as at 3 lSt

n. The Company has charged depreciation based on the revised remaining useful life of the assets as per the requirements of Schedule I1 of the Companies Act, 2013. Due to above, depreciation charged for the year ended March 31, 2015 has decreased by 4 2,95,895.

. . March Interest paid to the supplier Payments made to the supplier beyond the appointed day during the year

Interest due and payable for the period of delay

Interest accrued and remaining unpaid as at 31" March Amount of further interest remaining due and payable in succeeding year

Sr.No. A. i ) ii) iii) iv)

B.

o. Previous year figures have been reclassified/ regrouped, wherever necessary to conform to current year's classification.

For and o n behalf of the Board of Directors

As a t 31.03.2015

-

-

-

Anunay Kumar ~a/n$?ev Doshi Whole-time Director & Director Chief Financial Officer DIN:-06675966 DIN:- 01647407

As at 31.03.2014 -

.

Particular Loans and Advance in the nature o f loan to :

Place: Mumbai Date: 14/05/2015

Amount in C

Sanjay Gupta Company Secretary Membership No. A24641

Subsidiaries Associates Firms/ Companies where Directors are interested Where there is no repayment schedule / repayment beyond 7 years / no interest / interest rate below as required under Section 372A of the Companies Act, 1956 (now Section 186 of the Companies Act, 2013) Investment by the Loanee i n the shares of parent company and subsidiary company, when the company has made loan o r advance in the nature of loan

-

.

Shah Gupta & Co.

33, I3ombay Mutual Building, 2"" Floor, Dr. D. N. Road, Fort, Mumbai - 400 00 1.

Tel. : +91(22) 2262 3 0 0 Email : [email protected] Web : www.shahgupta.com

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

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF JSW Techno Projects Management Limited

Report on the Consolidated Financial Statements

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

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as 'the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant t o the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. - Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required t o be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due t o fraud or error. I n making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial

the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

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

Emphasis of Matter

1. We draw attention to Note 26 (e) (i) to the financial statements which indicate that during the

year the Holding Company has incurred net loss of Rs. 1,81,39,83,912 and as of the date, the

Holding Company's accumulated loss amount to Rs. 2,63,04,17,227 resulting in erosion of entire new worth of the Holding Company. These conditions indicate the existence of material uncertainty that may cast significant doubt about the Holding Company's ability to continue as

going concern. The financial statements of the Holding Company have been prepared on a going concern basis for the reasons stated in the Notes 26 (e) (ii). The validity of the going concern assumption would depend upon the performance of the Holding Company as per its future business plan and also securing prominent and high value consultancy / 0 & M Contracts. These financial statements do not include any adjustments that will result if the company was unable to

continue as a going concern

2. We draw attention to Note - 26 (m) to the financial statements in respect of slowdown in project

implementation activities of the Subsidiary Company due to pending crucial regulatory approvals, which are not under the control of the Subsidiary Company. The going concern status of the

Subsidiary Company depends upon the availability of pending regulatory approvals and commissioning of project development activities. Our opinion is not qualified in respect of this

matter.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

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

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

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

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

(f) The matter prescribed in the Emphasis of Matter Paragraph 1 above may have an adverse effect on the functioning of the Holding Company and Emphasis of Matter Paragraph 2 above may have an adverse effect on the functioning of the Subsidiary Company, if the Subsidiary Company does not get the pending regulatory approvals for commissioning project development activities.

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

i. There were no pending litigations which would impact the consolidated financial position- of the Group.

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

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

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

r ' Vipul K Choksi . Partner M. No.37606

Place: Mumbai . .

Date : May 14, 2015

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

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

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

(ii) As the Group does not have inventory, the Clauses (ii) (a) to (ii) (c) of paragraph 3 of the Order are not applicable to the Company.

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

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

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

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

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act. -

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

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

(c) There is no amount required to be transferred to investor education and protection fund by the Holding company and its subsidiary as at March 31, 2015.

(viii) The Holding company has been registered for a period of less than five years; therefore the provisions of Clause (viii) of paragraph 3 of the CAR0 2015 are not applicable. I n case of Subsidiary company (JSW Logistics Infrastructure Private Limited), it does not have accumulated losses as at the end of the financial year and have not incurred cash losses in the current year and in the immediately preceding financial year. I n case of Subsidiary company (JSW Aluminium Limited), its accumulated losses at the end of the financial year are less than fifty per cent of its net worth. The Subsidiary Company has incurred cash loss during the year and in the immediately preceding financial year.

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

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

(xi) On the basis of review of utilization of funds, the related information and explanation made available to us, term loans raised by the Holding company have been utilized for the purpose for which the same were obtained. Subsidiary companies, have not taken any term loans during the year

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

For SHAH GUPTA & CO., Chartered Accountants

bipul K Choksi Partner M. No.37606

Place: Mumbai Date : May 14, 2015

Shareholders' funds Share capital Reserves and surplus Share application money pending allotment Minor i ty Interest

Amount In ?

Non-current l iabl l l t les Long-term borrowings Other long-term llabilities Long-term provisions

Particulars

EQUITY AND LIABILITIES

Current l labi l l t ies Short-term borrowings Trade payables Other current llabilities Silort-term provisions

TOTAL

ASSETS

Note No.

Non-current assets Fixed assets

Tangible assets Intangible assets Capital work-in-progress

Goodwill on consolidation Non-current Investments Long-term loans and advances

Current assets Trade receivables Cash and bank balances Short-term loans and advances Other current assets

AS a t 31.03.2015

TOTAL

Signlflcant Accounting Pollcles &Othe r Notes

AS a t 31.03.2014

Notes referred to herein form an integral part of the financial statements I For Shah Gupta & Co. For and o n behalf of t he Board of Directors Chartered Accountants

Anunay Kumar Sanjeev Doshl Whole-t ime Director & Director Chief Financial Officer

M. No. 37606 DIN:-06675966

Sanjay Gupta Place : Mumbai Company Secretary Date : 14/05/2015 Membership No. A24641

Revenue from Operations Other Income Total income

JSW TECHNO PROJECTS MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015

Amount in 7

Expenses Operatlng expenses Employee benefits expense Finance costs Depreciatlon and amortisatlon expense Other expenses Total expenses

Particulars

Profit/( loss) before tax

TaxExpense Current Tax Tax related to prior period Profit/( loss) for t he year before Minori ty interest

Note No.

Shares o f ( losses)/proflt of minor l ty

I ncome

Profit/(loss) for the year


I I

For t he Year Ended 31.03.2014

For Shah Gupta & Co. Chartered Accountants Firm Reqistratlon No. 109574W

Earnlngs Per Equity Share: Basic and diluted

Signif icant Accounting Policies & Other Notes

For and o n behalf o f t he Board o f Directors

Anunay Kumar Sanjeev Doshi par tner Whole-time Director & Director

Chief Financial Officer M. NO. 37606 DIN:- 01647407 DIN:-06675966

Place : Mumbai Company Secretary Date : 14/05/2015 Membership No. A24641

Notes referred to herein form an integral part of the flnanciai statements

26 (j)

1 & 2 6

(36,228.02) (7,056.35)

JSW TECHNO PROlECTS MANAGEMENT LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31,2015

A. CASH FLOWS FROM OPERATING ACTIVITIES: PROFIT (+)/LOSS (-) BEFORE TAX

Adjustment for: Depreciation Interest lncome on Debentures Dividend income Income from Current investments Profit on sale of fixed assets Debenture lssue expenses Provisions for Premlum payable and Interest accrued on borrowings Interest & Flnance Charges

Operating profit before working capital cllanges

Amount In

Movenlents i n Working Capltal: (Increase) / Decrease In Trade receivables (Increase) / Decrease in Loan and advances (Increase) I Decrease In Other current assets

Particulars

. . Increase I (Decrease) In Trade payables and provisions Increase / (Decrease) Other current llablllties

Interest lncome on Debentures Dividend lncome

Cash f l ow from operations Direct taxes refund / (Paid)

NET CASH GENERATED I N OPERATING ACTIVITIES

8. CASH FLOW FROM INVESTING ACTIVITIES: (Purchase)/Sale of Shares Capital expenditure on fixed assets Including capltal advances (Purchase) /Sale of fixed assets (Net) Investment In equity share lncome from Current investments Investment in fixed deposit Release from Margin money deposit

NET CASH USED I N INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Issue of shares Repayment of share capltal to mlnorlty Proceeds from Long-term borrowings Proceeds from Short-term borrowings Repayment of Loan Debenture Issue expenses


Interest and Flnance charges Share application money received

NET CASH GENERATED FROM FINANCING ACTIVITIES


NET INCREASE/(DECREASE) I N CASH AND CASH EQUIVALENTS (A+B+C) I 1,45,92,639 1 5,26,13,568

For Sllall Gupta & Co. Zhartered Accountants :irm Rqgistratlon No. 109574W

CASH AND CASH EQUIVALENTS AT THE BEGINNING OFTHE YEAR

Far and on behalf o f the Board o f Directors

...

Anunay Kumar Sanjeev Doshi Whole-time Director & Director

CASH AND CASH EQUIVALENTS AT END OFTHE YEAR (Refer Note 16) - .. . , -. . . . -

Chlef Financial Officer 0 7 DIN:-06675966

Sanjay Gupta

'lace : Mumbal Company Secretary late : 14/05/2015 Membership No. A24641


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

Note - 1 SIGNIFICANT ACCOUNTING POLICIES:

a) General Information

JSW TECHNO PROJECTS MANAGEMENT LIMITED (the 'Company') is a public Company domiciled in India. The company is primarily engaged in technical consultancy and financial activities. The Company currently operates in domestic market only.

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

Name of Subsidiary

Infrastructure Private Limited

Country of incorporation

India

Nature of operations I

JSW Aluminium Limited

Transportation and consultancy

Proportion of Ownership

Interest (Current year)

100%

Setting up Greenfield Alumina Refinery

Proportion of Ownership

Interest (Previous year)

100%

India

I Plant

b) Basis of Accounting and preparation of consolidated financial statements

88.55%

The consolidated financial statements of JSW Techno Projects Management Limited (the 'Company') and its subsidiary companies (together 'the Group') have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which are deemed to be applicable as per Section 133 of the Companies Act, 2013 ("the 2013 Act") read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of 2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except as stated otherwise.

81.79%

c) Principles of Consolidation

The subsidiaries are consolidated on line-by-line basis in accordance with Accounting Standard 2 1 on "Consolidated Financial Statements". Interest of the minority shareholders in the subsidiaries profits or losses and net worth is displayed separately in the consolidated financial statements. Inter-Company transactions and balances are eliminated on consolidation.

consolidation, the financial statements of the Subsidiaries are drawn upto 3 1 is the reporting period of the Company.

The excess of the cost of investment in Subsidiary Companies over the parent's' portion of equity is recognized in the financial statements as goodwill. When the cost to the parent of its investment in Subsidiary Companies is less than the parent's portion of equity, the difference is recognized in the financial statements as Capital Reserve. Minority interest in the net assets of consolidated subsidiaries consists of:

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

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

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

d) Uniform accounting policies

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

e) Use of Estimates

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

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

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

Expenditure incurred during construction period: Apart from costs related directly to the construction of an asset, indirect expenses incurred up to the date of commencement of commercial production which are incidental and related to construction are capitalized as part of

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

i) Depreciation and Amort isat ion a. Depreciation on Fixed Assets has been provided on straight line basis at the rates and in the

manner laid down in Schedule I1 of the Companies Act, 2013. b. I n respect of additionsfextensions forming an integral part of existing assets and adjustment

to Fixed Assets on account of exchange differences, depreciation has been provided over residual life of the respective fixed assets.

j) Borrowing Cost Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on Borrowing Costs, are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed in the period in which they are incurred.

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

1) Inves tments Investments are classified as current or long-term in accordance with Accounting Standard - 13 on "Accounting for Investments". Investments that are readily realizable and intended to be held for not more than a year from the date they are acquired are classified as current investments. All other investments are classified as long-term investments.

Long term Investments are stated at cost. Provision is made for diminution other than temporary in the value of such investments.

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

m) Retirement and Other Employee Benefits i. Retirement benefits in the form of Provident and Pension Funds are defined contribution

schemes and these contributions are charged to the statement of profit and loss in the year when these become due. The Company has no obligation, other than the contribution payable to these funds.

ii. Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation, as per projected unit credit method made at the balance sheet date.

iii. The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated

are provided for based on the actuarial valuation using the projected unit credit

iv. Actuarial gains/iosses are immediately taken to the statement of profit and loss immediately.

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

o) Income Tax Income tax expenses comprise current tax (i.e. amount of tax for the period determined in accordance with the income tax law) and deferred tax charges or credit (reflecting the tax effects of timing differences between accounting income and taxabie income and reversal of timing differences of earlier years of the year)

Current income tax is determined as the amount of tax payable in respect of taxabie income for the year in accordance with the Income Act, 1961. The deferred income tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be reaiised in future; however where there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty, supported by convincing evidence of realization of such assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain as the case may be to be realized.

MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax within the specified period. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit to the extent there is no longer convincing evidence that the Company will pay normal Income Tax during the specified period.

p) Cash Flow Statement The Cash Fiow Statement is prepared by the indirect method set out in Accounting Standard - 3 on "Cash Flow Statements" and presents the cash flows by operating, investing and financing activities of the Company. Cash and Cash equivalents presented in the Cash Fiow Statement consist of cash on hand, bank balances and Cheques in Hand.

q) Provisions and Contingent Liabilities Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if a. The Company has a present obligation as a result of a past event. b. A probable outflow of resources is expected to settle the obligation and

Where some or all the expenditure required to settle a provision is expected to be reimbursed by another party, such reimbursement is recognized to the extent of provision or contingent liability as the case may be, only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in the case of a. A present obligation arising from a past event, when it is not probable that an outflow of

recourses will be reauired to settle the obliqation.

I S W TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Share Capital A ~ t l l o l l s e d Share Capital

50,000 (Previour year 50.000) Equlw rharer of t 10 each 8.00.00.000 revlo lour year nll) preference rharer o f t 10 each

Amount i n

Issued &Subscribed Share Capital 50.000 (Prevlour year 50.000) Equity sharer of t 10 each fully paid

Partlctl lars

s,oo,ooo

Fully Pald Up Share Capital 5o.000 (prevlour year 50.000) Equlty sharer of t 10 each fully pald 5.00.000 5.00.000

Tntal: S,OO,OOO 1 S.00.000

Note 2 I I AS a t

31.03.2015

p-~~ ~

2.2 Terms I ~ l g h t r attached t o equity sharer he Company ha$ only one clarr of Equity rharer having par value of t 10 per share. Each holder of equity rharer Is entitled to one vote per share. I n the eve0 of ~lquidatlon of the Company, the holders of equity rharer wlll be entitled to receive the remaining arretr of the Company, aner dlrtnbution of ail preferentli ~moun t r . The dlrtribution wlll be in proportion to the number of Equity rharer held by the Share holder.

As a t 31.03.2014

2.1 ~econc l l la t lon o f the shares outstanding a t the b e ~ i n n l n g and a t the end of year

2.3 Tcrll l6 / Rlgl>l9 a t la<hrd l o vrcierenco shares ~ , ~ f e r ~ l , ( e 5rnaler cduy 7 r u i :d . ,~un ufr.lano, tne, arc i l r t -~~act <:palolv, non-coniw1.11. agl.1 urr rccl?rinal o aftel 2 ~ 4 8 8 ~ 1 of 10 ) rats on a rc~itl l l l l l ,.1

p l r s n ~ r n 01 40.5 I l l k i t , t of . .q l ld3110~l ol 111. <Zl<lpan{, l l lc ho'drlr of fpr..f*tr, ru L l l r l l e l ,.,I ba Enid Cd 10 ietc .e (I11 :r cl > e l If. i r l o r~ l y LO I I B e0L 1

Partlculao

E~~l fy lhore l : Outrtandlng a t the beginning of the year Add: Issued dunnq the year Sharer outr tandlnq a t the end of the year

Ar a t 31.03.2014 NO. of shares I Anlount

I

~ a r t i c u l a r s

As a t 31.03.2015 NO. o f shares I Anlount

I 50.000

. . ~ ~ - -

Reserves and Surplus su rp i u r / (~e f i c l t ) in the statement of pro f i t and loss:

Balance ar per last flnanclal statements Add: Net Pralit 1 (Loss) far the year

~ a l a n c e as a t the end o f the year Total:

50.000 5,OO.OOO

Mote 3 I I n o a t

31.03.2015

Amount i n

5.00.000

50,000 1 5.00.000

AS a t 31.03.2014

(80,13,40.351) (1.81.14.00.949)

(2.61.27.41.3001

Note 4 Long-tern, borrowings

Debentures (Secured] zero Coupon 760 (Previous year 1.486) Non-Convertible oebenturer of t 1.00.00.000 each

e Debentures are secured by nrrt charge by way of legal llortgage on flats no. 13 and 23 amounting t o t 48.54.780 situated a e of Nahararhtra and by way of pledge of 1.01.30.000 (prevlour year 3.91.80.685) equity shares of JSVI Steel Umited an, 62.96.31.2981 muitv rharer ofJ5W Enerav Llmited held bv folioiulnq comDanler :-

50.000 1 5 . 0 ~ 0 0 0

(44.85.22.862 (35,28,17,489

~80.13.40.351

As a t 31.03.2014

Partlcuiars

Debentures (Unsecured) zero Coupon 450 (Prevlour year nil) tionZonve,tlbie Debentures of t 1,00.00,000 each

zero Coupon 6000 (Prevlour year nll) tlon-Convertible Debentures of t 10.00.000 each

Total:

A r a t 31.03.1015 - - ~ ~ ~ ~ ~ ~ ~

4.50.00.00.000

6.00.00.00.000

14.00.00.00.000

AS a t 31.03.2015

Non-current ort ti an

7.60.00.00.000

Non-current port ion

3.50.00.00.000

A* a t 31.03.2014

Current Matur i t ler

7.26.00.00.000

cur rent Maturities

4.10.00.00.000

4,10.00,00.000

Name o f companies

7,60,00,00,000

NO. o f shares I NO. of shales ISW steel Llmlted I 1sW Energy Limited I 1sW Steel Llnrlted I 1SW Energy Llmited

7,26,00,00,000

1SW TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF CONSOLlOATED FINANCIAL STATEMENTS

4.2 Terms of Repayment; Amount In t Nature of Debentures I Tern~r of Redennptlon I Tenure I Anlount

Securedi

I 1 36 Month from the I

I C".* I 1 30 Elonth lrom the I

zero coupon 110"-convertible ~edeemable Debenturer Serles 4 of t 1,00.00.000 each

Zero Coupon Ilan~Convertible Redeemable Debentures of t 1.00.00.000 each

12% per annum payable on the date of redemption 1.e.lOth lune 2016

10.75% per annum payable on the date of redemption 1.e. 27th Harch 2016

zero Coupon Ilon-Convertible Redeemable ~ebentures Serler 3 of t 1.00.00.000 eath

zero Coupon Ilon-Convertible Redeemable Debentures Serles 2 of t 1.00,00,000 each

deemed date of allotment 1.e.. 11th lune 2013 3 years after Issue date 1.e.. 28th March ?n,?

12% per annum payable on the date of redemption 1.e.lOth Dec 2015

12% per annum payable on the date of redemption 1.e.lOth lune 2015

Unsecured:

Zero Coupon 1lon.Convertible Redeemable Debenturer Tranche 2 - Series 8 o f t 10.00.000 earh

zero Coupon Itan-Convertible Redeemable Debenturer Tranche 2 - Serler A o f t 10.00.000 each

zero Coupon Ilon-Convertible Redeemable Debentures Serler 8 of t 1.00.00.000 each

Zero Coupon Non-Convertible Redeemable oebenturer Tranche I - Series B of t 10.00.000 earh

zero coupon llon-convertible ~edeemable ~ebenturer Tranche 1 - Series A o f t 10.00.000 each .

zero Coupon Ilan-Convertible Redeemable Debentures o l t 10.00.000 eath

zero coupon llon-Convertible ~edeemable Debenturer Series A of t 1,00.00,000 eath

Pr~v ls l~ns for employee benelitr

3.50.00.00.000

1.t0.00.00.000

Total:

40 Month from the deemed date of allotment 1.e.. 13th Feb 2015 36 Month from the

deemed date of allotment 1.e.. 13th Feb 2015 40 Month tom the

deemed date o l allotment 1.e.. 17th A001 2014 40 !.lanth from thc

deemed date of allotment i.e., 13th

11% per annum payable on the date of redemption I.e.13th lune 2018


12.25% per anoum payable on the date of redemption l.e.17th Aug 2017

11% per annum payable on the date of redemption I.e.13th lune 2018

Arnotlnt I n 7

7,60,00,00,000

deemed date of allotment 1.e.. 11th June 2013 24 !.lonth from the

deemed date of allotment l.e., 11th lune 2013

1,15,00.00.000

1.20.00.00.000

3.00.00.00.000

1.20,00,00.000

11% per annum payable on the date of redemption i.e.13th Feb 2018

10.75% per annum payable on the date of redemption he. 6th !.lay 2018

12.25% per annum payable on the date of redemption I.e.17th Aug 2016

1.50.00.00.000

1.50.00.00.000

Total:

A* a t 31.03.2014

20.67,77.965 20.67,77,965

~ar t icu lars

Note 5 Other long tern, llabllltler

Advance received from curtomerr Total:

10,50,00,00,000

Feh 2015 36 1.lonth from the

deemed date of allotment 1.e.. 13th Feb 2015 39 ltonth from the

deemed date of allotment 1.e.. 6th Feb 2015 28 Month from the

deemed date of allotment 1.e.. 17th Aorll U

As at 3 L Q L a l E

33.21.56.729 33.21.66.729

1.20.00.00.000

1.25.00.00.000

1.~0.00.00.000

15W TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

I Particutars I Note 7 Short-term borrowings Secured Debentures f rom related parties [Refer note 26 (h)l

207 (previous year 207) 9% secured ~edeemable on-convertible Debentures o f t 1.00.00.000 each

Tern? loans f rom flnanclal lnr t l tu t lon Indian Ruoee Loan born Flnanclal Instltutlons

Unsecured Loans and advance from related parties [Refer note 26 (h)l Other loans

Total:

Term loan from nnanclal Inrtltutlon are secured by way of pledge of 17.82.000 (preulous year nil) equlty rharer of JSVI Steel Llmited an 2.71.00.000 [Prevlaus year nll) equlty shares af I S V I Energy Llmlted held by follov,lng companies :-

20.00.00.000 15,75.00,000

4.42.75.00.000

As at

~ a n l e o f companies

JSW Investments Private Llmlted Vlvldh Cansultancy & Advlsary Servlcer Private Ltd.

37.50.00.00C 27,75,00,00C

2,72,25,00,000

As a t

JSW Techno Prolects Management Limited Sallyog Tradcorp Private Limited

W 2 0 1 S 31.03.2014 NO. o f shares No. of rharer

JSW Steel Llmlted 1SW Steel Llmlted

~ o t a l i l 17,82,000 1 2.71.00.000

6.32.000

Anlount In

1SW Energy Limited 1SW Energy Llmlted

1.95.00.000

Parttcularr

Trade payables Due to l.licro small and medium Enterpriser [Refer note 26 (I)] Others

In te res t accrued but no t due on borrowings Interest payable on unsecured loan Interest payable on 9% Nan-Convertible Debentures

Amount In

Interest accrued and due an Borrowings

11,50,000

Note 8 I I AS at

31.03.2015

Total: I 10,83,19,508 1 11.80.42.200 10.83.19.508

Partlculars

Note 9 Other current llabllit ler

Current maturltler of long-term debt [Refer note 41 Current maturltles of long-term provlslons [Refer note 61

Statutory Dues Other Payabler

76.00.000

A5 a t 31.03.2014

11.80.42.200

I I Total: I 5.14.65.88.521 1 9,50,54,44,146

As a t 31.03.2015

4.10.00.00.000 90,77,20,652

5,00,77,20,652

As a t 31.03.2014

7.26.00.00.000 2.15.75.41.189

9,41,75,41,189

Amount I n : AS a t

31.03.2014 Particulars

Note 1 0 Short-term orovlr lons

AS a t 31.03.2015

JSW TECHNO PROJECTS MANAGEMENT LIMITED NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

Note 11 Fixed Assets

Amount in 7

I I I I I I I I I I Total 1 52,23,84,633 1 15,75,000 1 - 1 52,39,59,633 1 45,92,569 1 15,78,007 / - 61,70,576 1 51,77,89,058 1 51,77,92,065 Previous year 1 52,07,04,503 1 24,15.900 / 7,35,770 1 52,23,84.633 / 37,48,200 / 9,59,535 / 1,15,166 1 45,92,568 1 51,77,92,065 1

I I I I I I I I 1 I

Particulars

Tangible Assets

Freehold Land Buildings (Fiats)* Piant and Machinery:: Furnitu~e & RMures OMce Equlpments

I , I I I I I I I i Total 1 52,24,02,633 1 15,75,000 1 - / 52,39,77,633 1 45,97,796 1 15,82,265 1 - 61,80,061 1 51,77,97.573 / 51,78,04,838 Previous Year 1 52,07,04,503 1 24,33,900 1 7,35,770 / 52,24,02,633 1 37,48,200 1 9,64,762 1 1,15,166 / 45,97,795 1 51,78,04,838 /

49,31,85,440 2,44,44,561

18,85,883 19,39,926 9,28,823

Intangible Assets Tally License Total Previous Year

I * Zero Coupon Non-Convertible Debentures are secured by first charge by way of legai Mortgage on f lab no. 13 and 23 amounting to t 48,54,780 situated at khativali village, In the state of Maharashtra. I

Gross Block (at cost)

15.75,OOO

h he 9% Nan-Convertible debentures (NCDs) are secured by flrst charge by way of legai Mortgage Flat no. 11 amounting t o t 12,99,090 (Previous year? 12,99,090) situated at khativali village, in the state of Maharashtra. I

AS at 01.04.2014

18,000 18,000

Depreciation / Amortisation

Additions As at 01.04.2014

Net Block

18,000

AS a t 31.03.2015

As at 31.03.2015

For the period As at 31.03.2014

18,000 18,000 18.000

Deductions

5,227 5,227

AS at 31.03.2015

4,258 4,258 5,227

- 9,485 9,485 5,227

8,515 8,515 12,773

12,773 12,773

JSW TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Anlount I n

Partlcularr AS a t As a t 31.03.2015 31.03.2014

Note 1 2 Capltal Work I n Progress 24.41.59.447 23.75.37.03s

Total (A) 24,41,59,447 23,75,37,039 Pre-operative EXPE

Dpenlng Balance Rates and Taxes Insurance Travelling and Conveyance Legal, Proferslonal and Corporate Expenses Site Development Expenses Depreciation Finance Corts

Total (8

Total ( A t B )

Amount In

PartlCUlarS As a t As a t

31.03.2015 31.03.2014 Note 13 NO"-current Investments

Other than trade investments: (Long-Tern, - Fully paid u p & valued at cost)

QwakL€u- IiuIkm

JSW Steel Ltd 39.29.880 (Prevlouz year 17.12.577) Equity sharer o f t 10 each fully paid up

kQtkm ISW Projects Ltd. [Refer note 26 (h)] 6.15.00.000 (Previous year 2.75.00.000) eqoltq sharer of t 10 each fully paid up 61.50.00,000 I I 27.50.00.000

JSW Cement Ltd. [Refer note 26 (h)] 5.65.50.000 (Previous year 2.65.50.000) equity sharer o f t 10 each

lo ther than trade lnvertmentr; (Long-Term - Fully paid up &valued a t cost) I I ~ - ~ ~

7 l W

1SW Steel Ltd. 33.85.86.951 (Prevlour year 33.85.86.951) 0.01% preference sharer o f t 10 each 1,43,51,11,747 1,43,54,11,747

Vnaaoted: !u!llw%

ISW investment P Y ~ . Ltd.

67,500 (Previous year 67,500) Secured Fully Canvertlble Debentures of t 1.00.000 each

711 (PreviouB year 711) Secured Fully Convertible Debentures of t 1,00,00,000 each

Total: 20,17,17,14,797 1 17,09,55,17,307

Aggregate amount of quoted investments (At cost) 5.10.46.64.797 2.66.84.67.307

Aggregate amount of quoted Investments (At Market value) 5.72.95.89.200 3.59.50.56.909

Aqgregace anlol.nL at ..nq..oced ilvc,ll~lullts (At cost) . . . . . . . . . . - ] L5.06.10.50.003 1 ~.61,/0.50.000

. .. tqucv- 2 o . / o o ~ ~ K ; l o i r ;car 20.7n0)2.., se.~reu Co!lvcrr~b e ~ e ~ > e n t . . r c or t l.oo,noo eacil arc plralged dgd 115t .J<O u DUUCII IYI~~ C

~3.00.02.000 rharer of ISW Projects Ltd lhave been pledged with Axis Trustee Services Llmited on behalf of ISW Prolectr Llmited

1SW TECHNO PROIECTS MANAGEMENT LIMITED NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Amount In

Particulars

Long-term loans and advancer Unsecured, conrldered good:

Capital advancer Advance tax and tax deducted at source (net)

Total:

Anlotlnt I n

Carh and bank balancer Carh &cash equivalent

Balances with banks in current accounts Cash an hand

Note 14 I I

As a t 31.03.2015

17.91.18.159 36,75,92,717

54,67,10,876

Particulars

Note 15 Trade receivables Unsecured, considered good:

Outstanding for a period exceeding slx months Others dues from related parties [Refer note 26 (h)] Others

Total:

Amoont In :

As at 31.03.2014

13,33,08,444 53.89.77.351

67.22.85.795

Particulars

As at 31.03.2015

10.53.12.554

10,53,12,554

Other bank balancer DeDosits with orl9lnal matl lr l ty of less than twelve months

Fixed deposit with bank Margln money deposit

Totali

As a t 31.03.2014

6,65,27,293 1.76.70.106

8,41,97,399

Note 16 I I

AS a t 31.03.2015

Amount i n i

As a t 31.03.2014

75.20.00.000

84,05,82,836

Particulars

Short-term loans and advances Unsecured, considered good:

Security deporltr Cenvat receivable Advance given to vendors Advance agalnst sharer Other advances

Total:

55.00.17.904 62,40,08,101

Anlount In T

Note 17 I I

As a t 31.03.2015

1.20.000 8.38.90.275

33,32,250 19.00.00.000 1,11,56,742

28,84,99,267

As a t 31.03.2014

1.20,OOO 9.51.37.347

6.41.750 15,65,00,000

4.06.551 25,28.05,648

As at 31.03.2014

Particulars

Note 18 I I

AS a t 31.03.2015

Consultancy income logistic^ services

Interest on nxed deposits (from current Investments) Dlvldend Income an mutual funds (from current investments)

Particulars

Note 21 Operating expenrer Profesrlonal fees Vchlcle hiring charger Operation and maintenance expenses

Total:

Pa r t l cu la r~

Nete 22 Employee benefits expenre Salaries and wager Cantributlon to provident and others funds Staff welfare expenses

Total:

Amount i n 7


77,50,578 2.07.38.698

11.92,73,176 14,77,62,452


16,45,28,547 87,45,483

3,25,83,926 20,58,57,956

Particulars

Note 23 Finance car ts Interest expenses Debenture Issue expenses Others

Total:

Amount In

Amount i n For t h e y e a r Ended

31.03.2014

1,78,37,128 1.22.32.942 4,42,76.517

7,43,46,587

Amount In For the Year Ended

31.03.2014

20,36,62,585 1.03.74.113 4,91,64,590

26,32,01,288

Particulars

Depreciation and amort irat ion expense Depreclatlon on tanglble assets Depreclatlon on Intangible assets

Total:


2,54,63,94,363 23.06.92.626

3,965 2,77,70,90,954

For t h e y e a r Ended 31.03.2014

2.10.52.58.877 10.21.86.909

8.73.109 2,20,83,18.895

Note 24 1 I


15.78.007 4,258

15,82,265


4.29.873 5,227

4,35,100

Note - 26 OTHER NOTES

a. Contingent l iabil i t ies n o t provided fo r in respect o f : Capital Commitment for current year f 87,69,34,662/-(Previous year nil).

b. I n the opinion of the management, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet. Provision for all known liabilities is adequate and not in excess of what is required

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

d. Due to inadequacy of profits, the company has been unable to create the Debenture Redemption Reserve required in terms of Section 71 of the Companies Act, 2013.

e. Going Concern :

(i) The Company has incurred loss o f t 18,139.84 lacs for the year ended 31.03.2015 and as of the date, the Company's accumulated loss amount to t 26,304.17 lacs resulting in erosion of entire new worth of the Company. The management is optimistic of improving the cash flows through equity infusion, exploring avenues of enhancing revenues etc. These measures are expected to result in suitable cash flows and accordingly the financial statement continues to be presented on going concern basis.

(ii) During the year the company has been awarded from JSW Steel Limited, to set up following plant of Air Separation Unit; a) One unit of 1,000 tonne per day plant, and b) Two units of 2,200 tonne per day plant, with a total investment of 7 800 Crores. With this investment the company expects significant increase in operating income. Accordingly the statement of the financial results continues to be presented on a going concern basis, which contemplates realization of assets and settlement of liabilities in the normal course of business.

f. Employee Benefi ts

(i) Defined contr ibut ion plans: Company contribution to provident fund of t 59,54,554/- and pension fund t 27,90,929/-

(ii) Defined benef i t plans: Details of Gratuity Plan (Unfunded) as per actuarial valuations are as follows:

c. Interest Cost

Amount i n f

Particulars

2)Liabi l i ty recognized in t h e balance Sheet I. Present Value o f Obligation

As a t 31.03.2015

As a t 31.03.2014

Particulars

Less: 11. Fair Value of Plan Assets

a. Ooenina Fair Value of ~ l a n assets b. ~ i t u a l Company ~ontr'ibutions c. Expected return on plan assets d, Actuarial Gain /(loss) e. Benefits paid f. Closing Fair Value of plan assets Amount recognized in Balance Sheet

Amount i n 7 As at

31.03.2015

I I

2) Expense recognized in the period

g. Segment Reporting : The Group has identified two primary segments, namely Consultancy Services & Investments, which in the context of Accounting Standard 17 on "Segment Reporting" constitute reportable segments. The group operating businesses are organized and managed separately according to the services provided with each segment representing a strategic business unit that offers different services and serves different markets. The Information about Primary Business segments are as under:

As at 31.03.2014

a. Current service cost b. Interest cost c. Expected return on plan assets d. Actuarial (qain)/loss

Total 3)Assumptions

a. Rate of Discounting b. Rate of Escalation in salaries c. Attrition Rate

Sr. Particulars no. 1 Seament Revenue

I

22.34.149 1 24.06.815


17;46;675

(71,77,484) (31,96,660)

8.08% 6.00% 2.00%

Total

14)92;288

(29,57,500) 9,41,603

9.31% 6.00% 2.00%

2 1 Seament Results rProfit / (loss) before Tax]


Total 3 Seament Assets

Consultancy Services Investments Unailocated

Amount in f 1 Year Ended 1 Year Ended 1

h. Related Party Disclosures, as required by Accounting Standard - 18 :

Amount in 7

1. List of Related Parties

i. Subsidiary Company Dolvi Coke Projects Limited (up to 24th December 2014)

Sr. no. 4

ii. Individual exercising control: Mrs. Sangita lindai


48,43,67,098 24,70,41,17,229

43,06,01,772

25,61,90,86,099

Particulars

Seament Liabilities Consuitancy Services Investments Unallocated

Total

iii. Other related parties wi th whom the group has entered into transactions during the year: JSW Investments Private Limited JSW Energy Investments Private Limited JSW Projects Limited 1SW Steel Limited 1SW Steel Coated Products Limited 1SW Cement Limited Sun Investments Private Limited JSW Energy Limited South West Mining Limited Reynold Traders Private Limited Sahyog Tradecorp Private Limited


37,83,30,750 19,92,69,02,156

71,17,80,652

21,01,70,13,558

2. Related party Transactions:

JSW Investments Private Limited JSW Cement Limited

Amount in 7

Particulars of Transactions

Loans taken



Purchases of shares Purchases of shares of Dolvi Coke Projects Ltd I

Amount in 7 m - ISW Projects Limited 20,000

- JSW Investments Private Limited Advance received for sale of shares JSW Projects Limited Investments made Dolvi Coke Projects Limited JSW Projects Limited ISW Cement Limited Share application money given (Pending allotment)

JSW Cement Limited Application money received for Zero Coupon Preference Shares JSW Projects Limited South West Mining Limited Sale of Flat

JSW Steel Coated Products Limited Sale of Investments Dolvi Coke Projects limited Consultancy Fees Received JSW Projects Limited JSW Steel Limited JSW Steel Limited (Dolvi Piant)

Advance given for purchase of shares I 1

ISW Investments Private Limited

. . . JSW Cement Limited 25,00,000

Advance Received

5,02,00,000

2,00,00,000 34,00,00,000 30,00,00,000

19,00,00,000

27,50,00,000 32,50,00,000

23,00,000

ISW Proiects Limited I

41,35,50,000

.

27,50,00,000 29,20,50,000

Purchase of Flat

Interest Received

JSW Investments Private Limited

Reimbursement of expenses JSW Energy Investments Private Limited JSW Investments Private Limited Sun Investments Private Limited Revnold Traders Private Limited

Interest/Premium Expenses JSW Cement Limited JSW Projects Limited JSW Investments Private Limited Pledge fees given (Inclusive of Service Tax) JSW Investments Private Limited I 1,12,72,315 1 1,27,96,211

3. Closing balances: Amount in f

Particulars

Mrs. Sangita Jindai

JSW Investments Private Limited

JSW Cement Limited Advance given for purchase of shares

JSW Projects Limited Investments made

- JSW Investments Private Limited 15,65,00,000 9% NCD Issued:

JSW Investments Private Limited JSW Projects Limited JSW Cement Limited Share application money given (Pending

JSW Cement Limited Interest/ Premium Payable

allotment) JSW Cement Limited Trade receivables JSW Steel Limited JSW Projects Limited JSW Steel Ltd (Dolvi Plant)

JSW Cement Limited JSW Projects Limited Pledge fees payable JSW Investments Private Limited Sahyog Tradecorp Private Limited Advance Received

13,86,00,00,000

61,50,00,000 , 59,20,50,000

JSW Projects Limited Collaterals provided on our behalf (pledge of shares of group companies) JSW Energy Investments Private Limited Sun Investments Private Limited JSW Investments Private Limited Sahyog Tradecorp Private Limited

13,86,00,00,000

27,50,00,000 29,20,50,000

19,00,00,000

1,10,23,001

9,14,09,752 70,800

I No. o f Shares No. o f Shares

-

4,06,48,272

1,13,84,581 1,44,94,440

i. Remuneration to the Auditors (Exclusive of service tax):

( Audit Fee (Including Limited Review Fee) I 3,95,000 1 3,90,000 1

Amount in 7

Particulars Year Ended 31.03.2015


j. Earnings Per Share

Computation of Basic and Diluted Earnings per share:

D ~ ~ C : ~ , , I ~ . . . . Particulars

Net Profit / (Loss) After Tax (As per Statement of profit and loss) Weighted Average Number of Equity Shares (Nos.) Basic & Diluted Earnings Per Equity Share (Face Value - 3 10 per share)

k. Income Tax

Net Profit / (Loss: (As per Statemen Weighted Average Number of Equity Shares (Nos.) Basic & Diluted E?rninnc Dnr F n t t i t \ , Ch-rn

(Face Value - 3 11

Year Ended Year Ended 31.03.2015

(181,14,00,949)

50,000

(36,228.02)

I Deferred Tax 1 - I - I


(35,28,17,489)

50,000

(7,056.35)

50,000 1 I I

I Year Ended

a) Provision for Tax: Amount in T

I

Total 2,57,938 1 18,46,985

50,000

I

Particulars

Current Tax

b) Deferred tax:

The group has incurred a loss in the current year and accordingly, no provision for current tax has been made. Deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.


2.57.938


18.46.985

The components of deferred tax are given hereunder: Amount in f

Particulars

Deferred Tax Assets on account of expenses on account of Preliminary Expenditure u/s 350 and Gratuity u/s 43B (A)

Deferred Tax Liability on account of Depreciation (B)

* Since there is no virtual certainty that the Company will make taxable profits in the future years, deferred tax asset to the extent of deferred tax liability has been recognized and no net deferred tax assets has been created.

8 I

I. The group has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, i f any, relating to amounts unpaid as at the year-end together with interest paid/ payable as required under the said act have not been given. Disclosure pertaining to Micro, Small and Medium Enterprises (as per information available with the Company):


.

Deferred Tax Assets/(Liability) - Net


2,44,938

(61,631)

Nil I *Nil

Amount in 7

. ~~~< ~ - -~. . - . ... ~ I

1 2 I Interest due on (1) above and unuaid as at 31St 1 I

-

Sr. NO. 1

m. I n case of JSW Aluminum Limited (JSWAL), the execution of Bauxite Supply Agreement with The Andhra Pradesh Mineral Development Corporation Limited (APMDC) is pending and MOEF approval for mines in favour of Andhra Pradesh Mineral Deveiopment Corporation Limited is awaited. Pending these two important milestones, which are not under the control of the JSWAL, Project implementation activities are at slow pace. The Project activities will accelerate at full swing upon execution of Bauxite Supply Agreement and receipt of MOEF approval for mines as these are discretion under State Government of Andhra Pradesh and Government of India respectively.

n. JSWAL has agreed to give free Equity Shares of JSWAL to the extent of about 9 25 crores, equivalent to the amount o f f 2 lacs per acre for acquisition of private and assigned land by way of goodwill gesture, so as to compensate the land losers for their loss of livelihood and ensuring their whole hearted co-operation to the successful implementation of the proposed Alumina Refinery Project. Accordingly, JSWAL will be issuing warrants to a Trust which shall be converted to Equity Shares of JSWAL at the time of commencement of Commercial Operation or Initial Public Offer, whichever is earlier.

Particulars

o. The CENVAT Credit of JSWAL is based on the assumption that the Company would be entitled to tax benefit applicable to Special Economic Zone (SEZ). JSWAL has received formal approval from Ministry of Commerce & Industry, Government of India on February 27, 2009 under a sector specific SEZ for Alumina Sector.

p. JSWAL is to recover in cash or kind of 7 38,983,848 (previous year f 38,983,848) towards mining development activities, to be adjusted against future supply of Bauxite.

Principal amount due autstandina as at 3lSt March I - - As at

31.03.2015

q. The Group has charged depreciation based on the revised remaining useful life of the assets as per the reauirements of Schedule I1 of the Companies Act, 2013. Due to above, depreciation charged

As at 31.03.2014

r. Additional Information, as required under Schedule I11 t o the Companies Act, 2013, of entities consolidated as Subsidiaries and Associate

Net Assets, i.e., total assets minus total liabilities Share i n profi t o r loss

Name of the 1 I entities

Parent JSW Techno

Amount in f

Projects management

I 113.71% / (2.02.99.17.227) I

I

consolidated Amount i n f profi t or loss

AsO/oof 1

s. Previous year figures have been reclassified1 regrouped, wherever necessary to conform to current year's classification.

As O/o of

Limited Subsidiaries (Indian) JSW Logistics Infrastructure Private Limited ISW Aluminium Limited Minority Interest

For and on behalf o f the Board o f Directors

Anunay Kumar ~ a n j d e v Doshi Whole-time Director & Director Chief Financial Officer DIN:-06675966 DIN:- 01647407

(29.83%)

(110.76%)

(12.72%)

Place: Mumbai Date: 14/05/2015

Sanjay Gupta Company Secretary Membership No. A24641

--

53;25,74,473

197,71,72,010

22,71,14,835

--

(0.67%)

0.59%

0.07%

1,21,25,906

(1,07,72,219)

(12,33,277)

F o r ~ u rtOC - t (Pursuant to firs1 1,roviso lo sub-section (3) ofseetioll 129 rcait rritl rule 5 olColspanies (Arrounls) Ralrs, 2014)

Statement contaiaiug salie~lt featores of the linanciai statement of subsidiarieslassociatc companies/joint ventures

Part "A": Subsidiaries

mpany's reporting period

Notes: Additional inforntation 1 disclosure I 1 Names ofsubsidiaries whicl~ are yet to conlmenee oprations I None 21 Names of subsidiaries which have beeu liquidated or sold duriag the year. Doivi Coke Projects Limited

Part "B": ~\sroeiates and Joillt Ventures Statement p ~ ~ r s ~ l a n t to Section 129 (3) of the Cornpallies Act, 2013 related to Associate Conlpanies and Joint Ventures

. . - . -. -. - l ~ n l o u ~ l t of 111vesl1nent in AssociatesIJoint Venture ( ~ n t e n d of llolding %

3 l~escr ip t io~l ofhow there is significant influence

idered in Consolidation

For nnd a)! bellstf of the Board of Directors

Anuna) I<anlar Whale-time Director & Chief Finnnrial Oflieer DIN:- 01647407

Sari @ eev Dosl~i Director DIN:-(16675966

Sanjny Gupta Conipany Secretary &le",bership No. r\24641

Plnre: h l sn~ba i Date: hlay 14,2015

jsw techno projects management limited annual … · board of directors mr. anunay kumar executive,...

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