To the Members,
Your Directors are pleased to present the 29th Annual Report and the audited
Financial Statements of the Company for the financial year ended 31st March,
2023.
1. Financial performance
The financial performance of the Company for the financial year ended 31st
March, 2023, is summarized as below:
(Rsin crore)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Total Income |
6,019.08 |
3,871.00 |
10,867.05 |
8,735.84 |
Profit before Interest, Depreciation, Tax and Exceptional Items |
1,486.83 |
1,272.77 |
3,817.08 |
4,137.69 |
Finance Cost |
259.80 |
127.00 |
844.30 |
776.91 |
Depreciation and Amortisation expense |
317.42 |
327.69 |
1,169.23 |
1,131.05 |
Share of Profit/(Loss) of an Associate/Joint venture |
- |
- |
19.29 |
8.54 |
Exceptional items |
120.00 |
- |
120.00 |
- |
Profit before Tax |
1,029.61 |
818.08 |
1,942.84 |
2,238.27 |
Tax expense |
(318.59) |
(248.25) |
(462.72) |
(494.79) |
Profit for the year attributable to: Owners of the Company |
711.02 |
569.82 |
1,477.76 |
1,728.62 |
Profit for the year attributable to: Non-controlling interest |
- |
- |
2.36 |
14.86 |
Other Comprehensive Income: Owners of the Company |
(276.12) |
1,691.10 |
31.78 |
1,576.99 |
Other Comprehensive Income: Non-controlling interest |
- |
- |
8.47 |
(4.08) |
Total Comprehensive Income (attributable to owners of the Company) |
434.90 |
2,260.92 |
1,509.54 |
3,305.61 |
Total Comprehensive Income (attributable to Non-controlling interest
of the Company) |
- |
- |
10.83 |
10.78 |
2. Result of operations and the state of affairs:
Standalone
Total revenue of the Company for the financial year 2022-23 stood at Rs6,019.08 crore
as against Rs3,871.00 crore for the financial year 2021-22, showing an increase of 55%.
EBITDA for the financial year 2022-23 stood at Rs1,486.83 crore as against Rs1,272.77
crore for the financial year 2022, showing an increase of 17%.
Profit after tax for the financial year 2022-23 stood at Rs711.02 crore as against
Rs569.82 crore for the financial year 2021-22 showing an increase of 25%.
Net worth increased to Rs13,609.41 crore at the end of the financial year 2022-23 from
^13,487.71 crore at the end of the financial year 2021-22. The increase in net worth is
primarily due to profit for the year.
Net debt gearing stood at 0.44 times as at the end of the financial year 2022-23
compared to 0.08 times as at the end of the financial year 2021-22.
Consolidated
Revenue for the financial year 2022-23 stood at Rs10,867.05 crore as against Rs8,735.84
crore for the financial year 2021-22, showing an increase of 24%.
EBITDA for the financial year 2022-23 stood at Rs3,817.08 crore as against Rs4,137.69
crore for the financial year 2021-22, showing a decrease of 8%.
Profit after tax for the financial year 2022-23 stood at Rs1,477.76 crore as against
Rs1,728.62 crore for the financial year 2021-22 showing a decrease of 15%.
Net worth increased to Rs18,628.81 crore in the financial year 2022-23 from Rs17,414.90
crore at the end of the financial year 2021-22. The increase in net worth is primarily due
to profit during the year.
Net debt gearing stood at 1.08 times as at end of the financial year 2022-23 compared
to 0.40 times as at the end of the financial year 2021-22.
Effects of external events on the business of the Company
Geopolitical tensions
Geopolitical tensions pursuant to the Russia- Ukraine conflict that started in
February, 2022 had a reeling impact on commodity prices and impacted businesses globally.
The impact was widespread across the European economies resulting in a spillover effect on
the Indian economy. Shortage of gas from Russia triggered an energy crisis in Europe which
resulted in a price disruption in the global coal prices and general inflation levels
which led to fears of global recession. In order to tame inflation, interest rate hike has
been a common phenomenon globally. This has resulted in increased cost of funding for
companies which are capital intensive and are on an expansion roadmap. In India, we have
seen 250 bps increase in repo rate during the year while the inflation rate increased from
4.0% to 6.5% by the end of the year.
COVID-19
During financial year 2022-23, India did not experience significant increase in
COVID-19 cases. Although the effects of COVID-19 have broadly faded, the risk of sporadic
surge in cases remains and therefore, our safety practices have evolved to tackle future
risks. The Company continues to focus on employee safety and has put in place measures to
detect and limit the spread of COVID-19 cases at all locations.
Our operations have been resilient through the Covid period as the majority of our
power generation capacity is tied-up under the longterm Power Purchase Agreements (PPA)
under a two-part tariff structure, where the Company in general receives the fixed
capacity charges based on plant availability. This largely insulates the Company's
earnings from volatility in fuel price and foreign exchange rate movements. The Plant Load
Factor (PLF) for the majority of
the plants remained at healthy levels during the year. Although the Company continued
to witness elevated coal prices during the year, this did not have any adverse impact as
the fuel cost is a pass-through in almost all PPAs. Further, through effective receivables
management, the Company ensured timely collection of receivables from its customers (State
Distribution Companies and Commercial S Industrial Consumers).
For further details on the Company's performance, operations and strategies for growth,
please refer to the Management Discussion and Analysis section which forms a part of this
Annual Report.
Organic and Inorganic Capacity Expansions
During the year, the Company increased its generation capacity from 4,559 MW to 6,564
MW driven by both organic and inorganic growth. The Company is ahead of its stated
time-line to achieve 10 GW of generation capacity by the financial year 2025. During the
year, the following generation capacity additions were completed:
Commissioned a 225 MW Solar Power Plant at Vijayanagar
Started Phase-wise commissioning of SECI X Wind project where COD was received
for 78 MW of capacity
Acguired 1,449 MW of Wind-Solar capacity from Mytrah Energy (India) Private
Limited
The Company strengthened its position in storage in financial year 2022-23 and is one
of the early movers in the energy storage business via Battery Energy Storage System
(BESS) and Hydro Pumped Storage Plant (PSP). Currently, the Company has been allocated 3.4
GWh of storage projects (BESS 1 GWh and PSP 2.4 GWh).
For further details on the Company's performance, operations and strategies for growth,
please refer to the Management Discussion and Analysis section which forms a part of this
Annual Report.
Re-organisation of the Company's Green and Grey Businesses
The Board of Directors (Board), at its meeting held on 25th November, 2021,
had approved the re-organisation of the Company's Green (Renewable) Business and Grey
(Thermal) Business for streamlining the renewable portfolio and setting up a holding
structure to potentially unlock and enhance shareholders' value going ahead. Pursuant to
the same, the following actions
to effectuate the re-organisation were completed during the year under review:
1) The Scheme of Amalgamation filed with the Hon'ble National Company Law Tribunal,
Mumbai (NCLT) for the merger of JSW Future Energy Limited (JSWFEL) with JSW Neo Energy
Limited (JSWNEL) along with their respective shareholders under Sections 230 - 232 of the
Companies Act, 2013 (Scheme) was approved and post the receipt of the necessary regulatory
approvals and on completion of the necessary regulatory filings, the above Scheme was made
effective and JSWFEL stands amalgamated with JSWNEL with effect from the appointed date of
1st April, 2022.
2) Conseguent to the above, all the assets and liabilities of JSWFEL were transferred
to JSWNEL including the investments in JSW Renew Energy Limited (JSWREL), JSW Renew Energy
Two Limited (JSWRETL), JSW Renewable Energy (Vijayanagar) Limited (JSWREVL) and JSW Renew
Energy (Raj) Limited (JSWRERL). Accordingly, these companies have become the subsidiaries
of JSWNEL.
3. Transfer to Reserves
The Company does not propose to transfer any amount (previous year NIL) to the reserves
from surplus. An amount of Rs4,830.92 crore (previous year Rs4,398.46 crore) is proposed
to be held as Retained Earnings.
4. Dividend
Your Directors have recommended a dividend of Rs2 (20%) per share for the financial
year 2022- 23 [previous year Rs2 (20%) per share], for the approval of the Members at the
forthcoming 29th Annual General Meeting.
The dividend payout is in accordance with the Company's Dividend Distribution Policy.
5. Financial Statement
The audited Standalone and Consolidated Financial Statements of the Company, which form
a part of this Annual Report, have been prepared in accordance with the provisions of the
Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations') and the Indian Accounting Standards.
6. Subsidiaries, Associates and Joint Ventures
The performance and financial position of each of the subsidiaries, associates and
joint venture companies for the financial year ended 31st March, 2023 in the
prescribed format A0C-1 is attached as Annexure A to the Consolidated Financial Statement
of the Company and forms a part of this Annual Report.
In accordance with Section 136 of the Companies Act, 2013, the audited Financial
Statements, including the Consolidated Financial Statement and the related information of
the Company and audited accounts of each of its subsidiaries, are available on the website
of the Company at www. jsw.in/investors/energy.
During the year, JSW Future Energy Limited, a wholly owned subsidiary of the Company
was amalgamated with JSW Neo Energy Limited, also a wholly owned subsidiary, pursuant to
the Scheme of Amalgamation approved by the Hon'ble National Company Law Tribunal, Mumbai.
Pursuant to the Resolution Plan for the acquisition of Ind-Barath Energy (Utkal) Limited
under the Corporate Insolvency Resolution Process, JSW Energy (Jharsuguda) Limited
amalgamated on 28th December, 2022 with Ind-Barath Energy (Utkal) Limited
during the year under review. Other than the above, no company has ceased to be a
subsidiary, associate or joint venture of the Company during the year under review.
The following subsidiaries were incorporated during the year:
JSW Renewable Energy (Coated) Limited
JSW Renewable Energy (Amba River) Limited
JSW Renewable Technologies Limited
During the period under review, the Company acguired:
Ind-Barath Energy (Utkal) Limited (IBEUL) under the Corporate Insolvency
Resolution Process, on 28th December, 2022. The Company holds 95% of the
capital while 5% is held by the lenders in accordance with the resolution plan approved by
the National Company Law Tribunal, Hyderabad Bench vide order dated 25th July,
2022. IBEUL is
setting up a 700 MW (2 x 350 MW) thermal power project located at Jharsuguda, Odisha.
The following 29 entities in the renewable energy space were acguired through JSW
Neo Energy Limited, a wholly owned subsidiary of the Company:
Acguired on 29th March, 2023:
1. Mytrah Vayu (Pennar) Private Limited
2. Bindu Vayu Urja Private Limited
3. Mytrah Vayu (Krishna) Private Limited
4. Mytrah Vayu (Manjira) Private Limited
5. Mytrah Vayu Urja Private Limited
6. Mytrah Vayu (Godavari) Private Limited
7. Mytrah Vayu (Som) Private Limited
8. Mytrah Vayu (Sabarmati) Private Limited
9. Mytrah Aadhya Power Private Limited
10. Mytrah Aakash Power Private Limited
11. Mytrah Abhinav Power Private Limited
12. Mytrah Adarsh Power Private Limited
13. Mytrah Agriya Power Private Limited
14. Mytrah Advaith Power Private Limited
15. Mytrah Akshaya Energy Private Limited
16. Nidhi Wind Farms Private Limited
17. Mytrah Ainesh Power Private Limited
18. Mytrah Vayu (Bhavani) Private Limited
19. Mytrah Vayu (Chitravati) Private Limited
20. Mytrah Vayu (Hemavati) Private Limited
21. Mytrah Vayu (Kaveri) Private Limited
22. Mytrah Vayu (Maansi) Private Limited
23. Mytrah Vayu (Palar) Private Limited
24. Mytrah Vayu (Parbati) Private Limited
25. Mytrah Vayu (Sharavati) Private Limited
26. Mytrah Vayu (Tapti) Private Limited
27. Mytrah Tejas Power Private Limited
28. Mytrah Vayu (Adyar) Private Limited
Acguired on 6th April, 2023:
29. Mytrah Vayu (Indravati) Private Limited
The brief details of the subsidiaries, joint ventures and associates are given below.
Domestic Subsidiaries
A. JSW Energy (Barmer) Limited (JSWEBL)
1SWEBL is a wholly owned subsidiary of the Company. The share capital of ISWEBL stood
at Rs2,987.73 crore as at 31st March, 2023. The power plant was commissioned in
the financial year 2012-13 and comprises of eight lignite-based units of 135 MW each,
aggregating to 1,080 MW.
ISWEBL sources lignite from Barmer Lignite Mining Company Limited, and sells the entire
power generated to the Rajasthan Distribution Companies ('Discoms') under a 30-year
Power Purchase Agreement.
During the year, ISWEBL achieved a Deemed Plant Load Factor of 80.11% (previous year
80.81%) and a Plant Load Factor of 77.01% (previous year 75.86%) with a gross generation
of 7,286 million units (previous year 7,177 million units). Its net generation, after
auxiliary consumption, of 6,544 million units (previous year 6,515 million units) was sold
to Discoms.
The tariff charged by ISWEBL is governed by Section 62 of the Electricity Act, 2003 and
determined as per the regulation laid down by the Rajasthan Electricity Regulatory
Commission ('RERC'). RERC has granted an Interim Tariff based on which ISWEBL has
continued to raise bills and recognise revenue in its books.
ISWEBL recorded a total revenue including other income of Rs3,127.16 crore (previous
year Rs2,740.46 crore) and a profit after tax of Rs333.43 crore (previous year Rs444.15
crore) on a standalone basis and a profit after tax of Rs352.72 crore (previous year
Rs452.69 crore) on a consolidated basis during the financial year 2022-23.
During the year under review, ISWEBL issued and allotted 99,59,09,996 equity shares by
way of a bonus issue by capitalizing Rs995.91 crore standing to the credit of its capital
redemption reserve, resulting in an increase in its paid-up capital from Rs1,991.82 crore
to Rs2,987.73 crore.
Barmer Lignite Mining Company Limited (BLMCL)
BLMCL is a 51:49 joint venture between Rajasthan State Mines and Minerals Limited
(RSMML), a Government of Rajasthan enterprise and 1SW Energy (Barmer) Limited (ISWEBL).
BLMCL was set up to develop lignite mines in two contiguous blocks viz., Kapurdi and
lalipa in District Barmer in Rajasthan.
ISWEBL has invested equity of Rs9.80 crore in BLMCL besides providing an unsecured
subordinate debt of Rs567.64 crore, as on 31st March, 2023. BLMCL has incurred
a project cost of Rs2,298.54 crore as at 31st March, 2023, which is subject to
audit.
BLMCL achieved production of 4.64 million tonnes of lignite from Kapurdi Mines and 1.48
million tonnes of lignite from lalipa Mines in the financial year 2022-23. BLMCL supplied
its entire lignite
production to meet the total fuel requirement of JSWEBL's power plant.
The transfer price of lignite is determined by Rajasthan Electricity Regulatory
Commission (RERC). While the final transfer price is yet to be approved, RERC has granted
an Interim transfer price based on which BLMCL has continued to raise bills and recognise
revenue in its books.
B. Jaigad PowerTransco Limited (JPTL)
JPTL is a 74:26 joint venture between the Company and Maharashtra State Electricity
Transmission Company Limited, a Government of Maharashtra enterprise. JPTL has been set up
under the Public Private Partnership (PPP) model for development of the transmission
system as an integral part of the Intra-State Transmission System aimed at evacuation of
power generated from the Company's 1,200 MW Ratnagiri power plant and also from other
proposed projects in the region. The Company has invested Rs101.75 crore as equity in 1PTL
as at 31st March, 2023.
1PTL has been granted transmission license to establish, maintain and operate the
transmission system for 25 years by Maharashtra Electricity Regulatory Commission (MERC)
and has complied with all regulatory requirements under the same during the financial year
2022-23.
1PTL maintained a high availability of the transmission system at 99.62% (previous year
99.63%) during the financial year 2022-23, generating a total revenue of Rs76.93 crore
(previous year Rs72.84 crore) and a net profit after tax of Rs32.81 crore (previous year
Rs28.64 crore). The Board of 1PTL has recommended a dividend of Rs5 (50%) per share for
the financial year 2022-23 [previous year Rs Nil (0%) per share], for the approval of its
members at the ensuing 15th Annual General Meeting.
C. JSW Power Trading Company Limited (JSWPTC)
1SWPTC is a wholly owned subsidiary of the Company. ISWPTC has been facilitating the
Group companies by supplying power from their plants directly to the utilities / industry
under spot / term agreements. The Company has invested Rs83.25 crore in aggregate in
ISWPTC as at 31st March, 2023 comprising of equity shares of Rs70.05 crore and
preference shares of Rs13.20 crore.
ISWPTC achieved a total trading volume of 1,926 million units (previous year 967
million units) generating a total revenue of Rs23.45 crore
(previous year Rs9.71 crore) with a profit after tax of Rs15.30 crore (previous year
Rs6.74 crore).
ISWPTC is a member of all the 3 energy exchanges operating in India namely Power
Exchange of India Limited, Indian Energy Exchange Limited and Hindustan Power Exchange
Limited.
D. JSW Energy (Raigarh) Limited (JSWERL)
1SWERL is a wholly owned subsidiary of the Company. ISWERL was incorporated for setting
up a coal based 1,320 MW power plant in Raigarh District, Chhattisgarh. A part of the land
required for the project has already been acguired as also the environment clearance from
the Ministry of Environment, Forest and Climate Change. ISWERL is yet to commence project
construction activities. The Company has invested ^115.37 crore as equity in ISWERL as at
31st March, 2023.
E. JSW Neo Energy Limited (JSWNEL)
1SWNEL is a wholly owned subsidiary of the Company incorporated on 6th July,
2021. The Company has invested Rs2,328.68 crore as equity in JSWNEL as at 31st
March, 2023.
ISWNEL was incorporated to grow the Company's footprint in the renewable energy space
as a measured step towards portfolio enhancement and diversification over the next few
years. ISWNEL, through its wholly owned subsidiaries, is developing various renewable
projects. Details of the same are as below.
During the year under review:
1. Pursuant to the approval of the Scheme of Amalgamation by the Hon'ble National
Company Law Tribunal, Mumbai (NCLT) vide order dated 25th August, 2022 for the
merger of 1SW Future Energy Limited (1SWFEL) with ISWNEL and post the receipt of the
necessary regulatory approvals and on completion of the necessary regulatory filings, the
following companies became subsidiaries of ISWNEL:
1SW Renew Energy (Vijayanagar) Limited
1SW Renew Energy Limited
1SW Renew Energy Two Limited
1SW Renewable Energy (Dolvi) Limited
2. ISWNEL has entered into agreements to acguire a portfolio of 30 entities holding
1,753 MW of Renewable Energy generation assets (solar and wind power plants, and
ancillary energy assets) from Mytrah Energy (India) Private Limited (MEIPL). Out of
which, during the financial year 2022-23,28 entities having a total installed capacity of
1,449 MW have been acguired from MEIPL.
JSW Hydro Energy Limited (JSWHEL)
1SWHEL is a wholly owned subsidiary of JSWNEL and a step down subsidiary of the
Company. JSWHEL owns two hydro-electric power plants in the state of Himachal Pradesh at
Karcham Wangtoo and Baspa. The paid up capital of JSWHEL is Rs 1,250.05 crore as at 31st
March, 2023.
Karcham Wangtoo Plant
The Karcham Wangtoo plant is a 1,000 MW (4X250 MW) run of the river hydro-electric
power plant located on river Sutlej in district Kinnaur of Himachal Pradesh. It has an
in-built capacity of 1,091 MW with 10% overload and design energy of 4,131 million units
for 1,000 MW capacity.
In April 2021, the Central Electricity Authority gave approval to uprate the capacity
of the Karcham Wangtoo plant from 1,000 MW to 1,091 MW in two stages i.e. 1,000 MW to
1,045 MW (with 10% continuous overload) in the first stage for two monsoon seasons and to
1,091 MW (with 10% continuous overload) thereafter. 45 MW of capacity was added during the
year and the additional power generated is being sold through short term arrangements.
This capacity uprating by 9% to 1,091 MW entails no additional capital expenditure.
Further, necessary approvals required from other authorities for the capacity uprating
have since been received.
ISWHEL has a Power Purchase Agreement through PTC India Limited for the 880 MW saleable
capacity of the Karcham plant, net of 12% free power to Government of Himachal Pradesh
(GoHP) for the initial 12 years with various distribution utilities like Haryana, Uttar
Pradesh, Punjab and Rajasthan on long term basis valid till 13th September,
2046.
During the year ended 31st March, 2023, the Karcham Wangtoo plant achieved a
Plant Load Factor of 46.81% with gross generation of 4,284.84 million units and net
generation of 3,744.23 million units after adjusting auxiliary consumption and 12% free
power supply to GoHP.
The plant generated a total revenue of Rs1,108.87 crore (previous year Rs1.637.49
crore) during the financial year 2022-23.
Baspa Plant
The Baspa plant is a 300 MW (3X100 MW) run of the river hydro-electric power plant
located on the river Baspa, a tributary of river Sutlej in district Kinnaur, Himachal
Pradesh with a design energy of 1,213 million units.
ISWHEL has a Power Purchase Agreement with Himachal Pradesh State Electricity Board
Limited valid till 7th lune, 2043 for the entire 264 MW saleable capacity of
the Baspa plant, net of 12% free power to GoHP.
During the year ended 31st March, 2023, the Baspa plant achieved a Plant
Load Factor of 51.44% with gross generation of 1,351.91 million units and net generation
of 1,177.50 million units after adjusting auxiliary consumption and 12% free power supply
to GoHP.
The plant generated a total revenue of Rs219.35 crore (previous year Rs218.82 crore)
during the financial year 2022-23.
G. JSW Energy (Kutehr) Limited (JSWEKL)
1SWEKL is a wholly owned subsidiary of 1SWNEL and a step down subsidiary of the
Company. The paid up capital of ISWEKL as at 31st March, 2023 is Rs872.71
crore.
ISWEKL resumed construction activities at the 240 MW Kutehr Hydro Electric Project
(HEP) during the financial year 2019-20. All the six major contracts (2 civil packages, 1
hydro-mechanical, 1 electro-mechanical, 1 agueduct works and 1 design S engineering) have
been awarded.
Status of works as of 31st March, 2023 is as furnished below:
Barrage: Excavation at the left bank completed to the extent of 1,46,631
cubic meters out of total 1,58,696 cubic meters and the right bank completed to the tune
of 47,835 cubic meters out of total 52,101 cubic meters. Concreting of the left half of
the Barrage completed to the tune of 68,427.85 cubic meters out of 69,646 cubic meters and
concreting of the right half completed to the tune of 30,884.25 cubic meters out of 90,079
cubic meters. Concreting of power intake completed to the tune of 3,033.25 cubic meters
out of 6,050 cubic meters.
Intakes Cut-n-cover: Excavation completed.
Feeder Tunnel #1: Excavation completed, concrete lining completed to the
tune of 42 meters out of 593 meters.
Feeder Tunnel #2: Excavation completed, concrete lining completed to the
tune of
213.5 meters out of 639 meters.
Silt Flushing Tunnel: Excavation completed
472.6 meters out of 532.13 meters and concreting completed 429.0 meters out of 532.13
meters.
Head Race Tunnel: All six construction adits to HRT completed. Excavation
completed to the tune of 13,105.65 meters out of 14,566.79 meters.
Surge shaft: Pilot excavation completed to the tune of 66 meters out of 90
meters.
Pressure shaft: Pilot excavation completed, widening completed to the tune
of 14 meters out of 243 meters.
Power house: Excavation completed in lanuary, 2023. Concreting upto MIV
Floor completed for unit 1,2 S 3.
Transformer hall: Excavation completed in April, 2022. Concreting of 5
firewalls completed out of 11 firewalls.
1SWEKL has signed a long term Power Purchase Agreement (PPA) on 5th March,
2022 with Haryana Power Purchase Centre for purchase of power on behalf of Uttar Haryana
Bijli Vitran Nigam (UHBVN) and Dakshin Haryana Bijli Vitran Nigam (DHBVN) from the 240 MW
Kutehr HEP. The PPA is valid for a period of 35 years. With the signing of this PPA, the
entire 240 MW capacity of Kutehr HEP has been tied up on a long term basis.
1SWEKL recorded a total revenue including other income of Rs1.92 crore (previous year
Rs NIL) and a profit after tax of Rs1.16 crore (previous year loss of Rs0.55 crore) during
the financial year 2022-23.
JSW Renewable Energy (Dolvi) Limited (JSWREDL)
1SWREDL was incorporated on 3rcl September, 2020 for the purpose of setting
up renewable energy projects for 1SW Group companies under the group captive scheme in the
state of Maharashtra. 1SWREDL is a wholly owned subsidiary of 1SWNEL and a step down
subsidiary of the Company.
1SWREDL is setting up a 95 MW wind power plant for 1SW Group companies in the state of
Maharashtra. The Power Purchase Agreement dated 29th July, 2021 has been signed
with 1SW Steel Limited and project development activities are progressing well.
I. JSW Renewable Energy (Amba River) Limited (JSWREARL)
1SW Renewable Energy (Amba River) Limited was incorporated on 5th August,
2022 for the purpose of setting up future renewable energy projects for 1SW Steel Group
companies under the group captive scheme. JSWREARL is a wholly owned subsidiary of 1SWNEL
and a step down subsidiary of the Company.
1SWNEL has invested Rs0.01 crore as equity in JSWREARL as at 31st March,
2023.
J. JSW Renewable Energy (Vijayanagar)
Limited (JSWREVL)
1SWREVL was incorporated on 14th lanuary, 2020 for setting up renewable
energy projects for 1SW Group companies under the group captive scheme in the states of
Karnataka and Tamil Nadu. JSWREVL is a subsidiary of 1SWNEL and step down subsidiary of
the Company.
1SWFEL and JSW Steel Limited (JSWSL) have entered into a 74:26 Joint Venture Agreement
on 23rcl March, 2022, pursuant to which 1SWSL has acguired 26% stake in JSWREVL
to gualify as a captive user under the rules of the Electricity Act, 2003.
JSWREVL has set up a 225 MW solar project and is in the process of setting up a 600 MW
wind project in the state of Karnataka and a 38 MW wind project in the state of Tamil Nadu
for 1SW Group companies under the Group Captive scheme. A Power Purchase Agreement for 25
years has been signed with 1SWSL on 29th July, 2021 and project development
activities are progressing well. Also, to support current and future renewable capacity
development for 1SW Steel, Vijayanagar, JSWREVL is in the process of developing a 130 MW
hydro pumped storage project in Karnataka.
JSWREVL has already commenced operations at the 225 MW solar plant at Vijayanagar,
Karnataka on 6th April, 2022. This solar project commenced operations in a
record time of less than 12 months despite several headwinds like Covid-19 related
disruptions, elevated commodity prices, and global supply chain outages.
Pursuant to the approval of the Scheme of Amalgamation by the Hon'ble National Company
Law Tribunal, Mumbai for the merger of JSWFEL with JSWNELand postthe receipt of the
necessary regulatory approvals and on completion of the necessary regulatory filings,
JSWREVL became a subsidiary of JSWNEL during the financial year 2022-23.
JSWNEL has invested Rs219.15 crore as equity in JSWREVL as at 31st March,
2023.
JSWREVL recorded a total revenue including other income of Rs168.37 crore (previous
year Rs56.33 crore) and a profit after tax of Rs31.74 crore (previous year loss of Rs2.84
crore) during the financial year 2022-23.
K. JSW Renew Energy Limited (JSWREL)
JSWREL was incorporated on 5th March, 2020 for the purpose of setting up
projects in the renewable energy space in the state of Tamil Nadu. JSWREL is a wholly
owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWREL has signed Power Purchase Agreement with Solar Energy Corporation of India
Limited ('SECI') for 810 MW Blended Wind Capacity under the Tranche-IX tender. The project
is expected to be commissioned within 24 months from signing of the Power Purchase
Agreements. The power will be procured by Madhya Pradesh, Chhattisgarh and West Bengal
Discom.
Pursuant to the approval of Scheme of Amalgamation by the Hon'ble National Company Law
Tribunal, Mumbai for the merger of JSWFEL with JSWNELand postthe receipt of the necessary
regulatory approvals and on completion of the necessary regulatory filings, JSWREL became
a subsidiary of JSWNEL during the financial year 2022-23.
JSWNEL has invested Rs711.63 crore in aggregate in JSWREL as at 31st March,
2023 consisting of equity of Rs435.48 crores and Optionally Convertible Debentures of
Rs276.15 crore. All the major contracts have been awarded and project development
activities are progressing well.
JSWREL recorded a total revenue including other income of Rs1.82 crore (previous year
Rs12.84 crore) and a profit after tax of Rs0.31 crore (previous year Rs0.20 crore) during
the financial year 2022-23.
L. JSW Renew Energy Two Limited (JSWRETL)
JSWRETL was incorporated on 26th March, 2021 for the purpose of setting up
projects in the renewable energy space in the state of Tamil Nadu. JSWRETL is a wholly
owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWRETL has signed Power Purchase Agreement with Solar Energy Corporation of India
Limited (SECI) on 15th September, 2021 for 450 MW Wind Capacity under the
Tranche-X tender. The power will be procured by Rajasthan Discoms.
Pursuant to the approval of Scheme of Amalgamation by the Hon'ble National Company Law
Tribunal, Mumbai for the merger of JSWFEL with JSWNELand postthe receipt of the necessary
regulatory approvals and on completion of the necessary regulatory filings, JSWRETL became
a subsidiary of JSWNEL during the financial year 2022-23.
JSWRETL has commissioned 27 MW on 5th December, 2022 and 51.3 MW on 21st
April, 2023 out of total 450 MW capacity.
JSWNEL has invested Rs319.80 crore as equity in JSWRETL as at 31st March,
2023.
JSWRETL recorded a total revenue including other income of Rs6.66 crore (previous year
Rs NIL) and a profit after tax of Rs1.98 crore (previous year loss of Rs2.47 crore) during
the financial year 2022-23.
M. JSW Renew Energy (Raj) Limited (JSWRERL)
JSWRERL was incorporated on 20th May, 2021 for the purpose of setting up
projects in the renewable energy space. JSWRERL is a wholly owned subsidiary of JSWNEL and
a step down subsidiary of the Company.
Pursuant to the approval of the Scheme of Amalgamation by the Hon'ble National Company
Law Tribunal, Mumbai for the merger of JSWFEL with JSWNELand postthe receipt of the
necessary regulatory approvals and on completion of the necessary regulatory filings,
JSWRERL became a subsidiary of JSWNEL during the financial year 2022-23.
JSWNEL has invested Rs2.45 crore as equity in JSWRERL as at 31st March,
2023.
N. JSW Renew Energy (Kar) Limited (JSWREKL)
JSWREKL was incorporated on 22ncl May, 2021 for the purpose of setting up
projects in the
renewable energy space in the state of Karnataka. JSWREKL is a wholly owned subsidiary
of JSWNEL and a step down subsidiary of the Company.
JSWNEL has invested Rs0.78 crore as equity in JSWREKL as at 31st March,
2023.
O. JSW Renew Energy Three Limited (JSWREThL)
JSW Renew Energy Three Limited was incorporated on 8th October, 2021 for the
purpose of setting up projects in the renewable energy space in the state of Maharashtra.
JSWREThL is a wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWREThL has received a Letter of Award from Solar Energy Corporation of India Limited
(SECI) for 300 MW Wind Capacity under the Tranche-XII tender. The power would be procured
by Uttar Pradesh Discoms. The project is expected to be commissioned within 24 months from
the effective date under the Power Purchase Agreement.
JSWNEL has invested Rs49.21 crore as equity in JSWREThL as at 31st March,
2023.
P. JSW Renew Energy Four Limited (JSWREFL) (earlier JSW Energy PSP Four Limited)
JSW Renew Energy Four Limited was incorporated on 8th October, 2021 as a
wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company for the
purpose of setting up future renewable energy projects in the state of Karnataka.
JSWREFL is presently taking up pre-development activities including acquisition of land
for the future renewable energy projects.
JSWNEL has invested Rs0.01 crore as equity in JSWREFL as at 31st March,
2023.
Q. JSW Renew Energy Five Limited (JSWREFL)
JSW Renew Energy Five Limited was incorporated on 10th March, 2022 as a
wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company for the
purpose of setting up projects in the energy storage space.
JSWREFL has received a Letter of Award (L0A) for 500 MW/1000 MWh standalone battery
energy storage system project from Solar Energy Corporation of India Limited and is
currently in the process of setting up the project in the state of Rajasthan.
JSWNEL has invested Rs0.01 crore as equity in JSWREFL as at 31st March,
2023.
JSWREFL recorded a total revenue including other income of Rs1.51 crore (previous year
Rs NIL) and a loss after tax of Rs1.64 crore (previous year Rs NIL) during the financial
year 2022-23.
R. JSW Renew Energy Six Limited (JSWRESL)
JSW Renew Energy Six Limited was incorporated on 11th March, 2022 for the
purpose of setting up future renewable energy projects. JSWRESL is a wholly owned
subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWNEL has invested Rs0.01 crore as equity in JSWRESL as at 31st March,
2023.
JSWRESL recorded a total revenue including other income of Rs1.07 crore (previous year
Rs NIL) and a profit after tax of Rs0.33 crore (previous year Rs NIL) during the financial
year 2022-23.
S. JSW Renew Energy Seven Limited (JSWRESeL)
JSW Renew Energy Seven Limited was incorporated on 14th March, 2022 for the
purpose of participation in future bids for renewable energy projects. JSWRESeL is as a
wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWNEL has invested Rs0.01 crore as equity in JSWRESeL as at 31st March,
2023.
T. JSW Energy PSP One Limited (JSWEPSPOL)
JSW Energy PSP One Limited was incorporated on 8th October, 2021 for the
purpose of development of future hydro pumped storage projects in Rajasthan. JSWEPSPOL is
as a wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWEPSPOL is currently in process of developing a hydro pump storage project in the
Sirohi district of Rajasthan.
JSWNEL has invested Rs0.01 crore as equity in JSWEPSPOL as at 31st March,
2023.
U. JSW Energy PSP Two Limited (JSWEPSPTL)
JSW Energy PSP Two Limited was incorporated on 7th September, 2021 for the
purpose of development of future hydro pumped storage projects in the state of
Maharashtra. JSWEPSPTL is as a wholly owned subsidiary of JSWNEL and a step down
subsidiary of the Company.
JSWEPSPTL is currently in process of developing a 1,500 MW hydro pumped storage project
in the Igatpuri district in the state of Maharashtra.
1SWNEL has invested Rs0.01 crore as equity in JSWEPSPTL as at 31st March,
2023.
V. JSW Energy PSP Three Limited (JSWEPSPThL)
1SW Energy PSP Three Limited was incorporated on 21st October, 2021 for the
purpose of development of future hydro pumped storage projects in Karnataka. JSWEPSPThL is
a wholly owned subsidiary of 1SWNEL and a step down subsidiary of the Company.
JSWEPSPThL is currently in process of developing a 300 MW hydro pumped storage project
in the state of Karnataka. The project has been awarded by Power Company of Karnataka
Limited through competitive bidding process.
JSWNEL has invested Rs0.01 crore as equity in JSWEPSPThL as at 31st March,
2023.
W. JSW Green Hydrogen Limited (JSWGHL) (earlier JSW Energy PSP Five Limited)
JSW Green Hydrogen Limited was incorporated on 7th September, 2021 for the
purpose of development of projects related to green hydrogen and its derivatives. JSWGHL
is a wholly owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWGHL is presently taking up pre-development activities including acquisition of land
for the future green hydrogen projects.
JSWNEL has invested Rs0.01 crore as equity in JSWGHL as at 31st March, 2023.
X. JSW Renewable Energy (Coated) Limited (JSWRECL)
JSW Renewable Energy (Coated) Limited was incorporated on 23rcl May, 2022
for the purpose of setting up future renewable energy projects for JSW Steel Coated
Products Limited, a JSW group company, under the group captive scheme. JSWRECL is a wholly
owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWNEL has invested Rs0.01 crore as equity in JSWRECL as at 31st March,
2023.
Y. JSW Renewable Energy (Cement) Limited (JSWRECeL)
JSW Renewable Energy (Cement) Limited was incorporated on 24th June, 2022
for the purpose of setting up renewable energy projects for JSW Cement Limited (JSWCL), a
JSW group company, under the group captive scheme. JSWRECeL is a wholly owned subsidiary
of JSWNEL and a step down subsidiary of the Company.
JSWRECeL is setting up a 10 MW solar power plant in Nandyal, Andhra Pradesh and 8 MW
solar power plant in Vijayanagar, Karnataka for JSWCL. The Term Sheet has been signed with
JSWCL and project development activities are progressing well.
JSWNEL has invested Rs0.01 crore as equity in JSWRECeL as at 31st March,
2023.
Z. JSW Renewable Technologies Limited (JSWReTL)
JSW Renewable Technologies Limited was incorporated on 8th September, 2022
for the purpose of setting up solar modules manufacturing facility. JSWReTL is a wholly
owned subsidiary of JSWNEL and a step down subsidiary of the Company.
JSWReTL has received Letter of Award from Solar Energy Corporation of India Limited for
Performance Linked Incentive ('PLI') for the guoted manufacturing capacity of 1 GW (Wafer
+ Cell + Module) under the 'National Programme on High Efficiency Solar PV Modules' to
promote manufacturing of high efficiency solar PV modules in India.
JSWNEL has invested Rs0.01 crore as equity in JSWReTL as at 31st March,
2023.
AA. Ind-Barath Energy (Utkal) Limited (IBEUL)
The National Company Law Tribunal, Hyderabad Bench vide order dated 25th
July, 2022 (NCLT Approval Order) had approved Company's resolution plan dated 3rcl
October, 2019 (Resolution Plan) in the Corporate Insolvency Resolution Process (CIRP) of
Ind-Barath Energy (Utkal) Limited (IBEUL), which is settting up a 700 MW (2 x 350 MW)
Thermal Power project located at Jharsuguda district of Odisha.
Pursuant to the NCLT approval, the Resolution Plan was implemented by the Company. The
Resolution Amount of Rs1,048.84 crore has been paid. The Company has signed necessary
agreements
with the lenders of IBEUL to make effective the above acquisition. Additionally,
secured financial creditors have been issued shares representing 5% of the equity share
capital of IBEUL. Accordingly, the Company holds 95% equity shares of IBEUL.
Unit-1 of the 700 MW (2 x 350 MW) thermal power plant at lharsuguda, Odisha had been
commissioned in 2016 while Unit-2 is yet to be commissioned. The refurbishment of Unit-1
and balance works of Unit-2 will be completed and both the Units will be commissioned
within the financial year 2023-24.
The Company has invested Rs0.01 crore as equity and Rs164.03 crore as optionally
convertible debentures in IBEUL as at 31st March, 2023.
Overseas Subsidiaries
A. JSW Energy Natural Resources Mauritius Limited (JSWENRML)
1SWENRML is a wholly owned subsidiary of the Company incorporated in April, 2010 in
Mauritius, for overseas acquisition of coal assets. It has downstream investment of
Rs48.99 crore in 100% equity of 1SW Energy Natural Resources South Africa (PTY) Limited
and has advanced Rs401.46 crore as a loan as on 31st March, 2023.
1SW Energy Natural Resources South Africa (PTY) Limited (JSWENRSAL)
1SWENRSAL is a wholly owned subsidiary of 1SWENRML. As on 31st March, 2023,
1SWENRSAL has invested Rs23.65 crore in acquiring 100% equity of Royal Bafokeng Capital
(Proprietary) Limited and Rs7.24 crore in acquiring 100% equity of Mainsail Trading 55
Proprietary Limited.
Further, 1SWENRSAL has invested an amount of Rs5.98 crore in 10.97% equity of South
African Coal Mining Holdings Limited (SACMH) and advanced Rs391.20 crore as loan to SACMH
and its subsidiaries as on 31st March, 2023.
B. South African Coal Mining Holdings Limited (SACMH)
The Company has an effective shareholding of 69.44% in SACMH as at 31st
March, 2023. SACMH, together with its subsidiaries, owns a coal mine with more than 32
million tonnes of resources, along with supporting infrastructure like coal washery,
railway siding and equity investment
based capacity allocation of 0.5 mtpa at Richards Bay Coal Terminal. While the mine is
presently under care and maintenance pending receipt of requisite licences, SACMH uses its
logistical and infrastructural assets to generate rental income to defray the costs
incurred. 1SWNRSAL is under negotiations with various parties for divestment of SACMH.
7. Joint Ventures and Other Investments
Toshiba JSW Power Systems Private Limited (Toshiba JSW)
Toshiba 1SW is a joint venture company with the Toshiba Group, Japan, engaged in the
business of designing, manufacturing, marketing and maintenance services of mid to
large-size (500 MW to 1,000 MW) Supercritical Steam Turbines and Generators. As on 31st
March, 2023, Toshiba Group, Japan holds 95.25% and 1SW Group holds 4.75% in Toshiba JSW.
The Company has invested Rs100.23 crore in Toshiba 1SW. The Company has been providing
for its share of the losses of Toshiba 1SW in its consolidated books of account. The
cumulative share of losses of the Company has exceeded the value of its investment in
Toshiba 1SW. Toshiba 1SW plans to continue its business by expanding the service
businesses and increasing collaboration jobs for various projects of Toshiba, Japan.
Power Exchange of India Limited (PXIL)
The Company had invested Rs1.25 crore in PXIL, a company promoted by National Stock
Exchange of India Limited and National Commodities S Derivatives Exchange Limited. PXIL
provides the platform for trading in electricity and Renewable Energy Certificates. 1SWPTC
is also a member of PXIL.
Jaiprakash Power Ventures Limited (JPVL) - Debt Resolution
During the financial year 2019-20, the Company entered into Debt Resolution Agreement
with 1PVL to restructure the principal outstanding amount of Rs751.77 crore owed by 1PVL.
In terms of the Agreement, the Company was allotted 35,17,69,546 shares of 1PVL which the
Company has sold in open market for partial realization of its outstanding dues and the
balance outstanding debt of Rs120 crore was repaid by 1PVL in July, 2022.
8. Share Capital
The paid up equity share capital of the Company as at 31st March, 2023 is
Rs1,644.68 crore.
During the year under review, the Company has not issued any:
a) shares with differential rights
b) sweat equity shares.
During the financial year 2022-23, in aggregate 6,44,012 equity shares were issued and
allotted under the 1SW Employees Stock Ownership Plan - 2016 to the '1SW Energy Employees
ESOP Trust' on 17th October, 2022 at the grant price of Rs51.96 per share.
9. Deposits
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
of providing details relating to deposits as also of deposits which are not in compliance
with Chapter V of the Act, is not applicable.
10. Non-Convertible Debentures
During the year ended 31st March, 2023, the Company has redeemed / repaid
Non-Convertible Debentures (NCD) amounting to Rs200 crore in accordance with the terms of
the respective issues. During the year under review, NCDs amounting to Rs500 crore were
issued. The NCDs are listed on BSE Limited.
11. Particulars of Loans, Guarantees, Investments and Securities
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose are provided in the Notes to the Standalone Financial Statement.
12. Internal Financial Controls over Financial Statement
The details in respect of internal controls and internal financial controls and their
adeduacy are included in the Management Discussion and Analysis, which forms a part of
this Report.
13. Particulars of Contracts or Arrangements with Related Parties
During the year under review, the Company revised its Policy on Materiality of Related
Party Transactions as also Dealing with Related Party Transactions, in accordance with the
amendments to applicable provisions of law / Listing Regulations.
The Company's Policy on Materiality of Related Party Transactions as also Dealing with
Related Party Transactions, as approved by the Board, is available on the website of the
Company at the link: www.jsw. in/investors/energy.
During the year under review, all other contracts / arrangements / transactions entered
into during the financial year 2022-23 by the Company with Related Parties were in the
ordinary course of business and on an arm's length basis. Related Party Transactions which
are in the ordinary course of business and on an arm's length basis, of repetitive nature
and proposed to be entered into during the financial year are placed before the Audit
Committee for prior omnibus approval. A statement giving details of all Related Party
Transactions, as approved, is placed before the Audit Committee for review on a guarterly
basis.
The Company has developed a framework for the purpose of identification and monitoring
of such Related Party Transactions. The details of transactions / contracts / arrangements
entered into by the Company with Related Parties during the financial year under review
are set out in the Notes to the Financial Statement. The disclosure in Form AOC-2 is
attached as Annexure A to this Report.
14. Disclosure under the Employees Stock Option Plans and Schemes
JSWEL Employees Stock Ownership Plan - 2016 (Plan 2016)
The Board of Directors of the Company, at its meeting held on 20th lanuary,
2016, formulated the 1SWEL Employees Stock Ownership Plan - 2016 (Plan 2016), which is
implemented through the 1SW Energy Employees ESOP Trust (Trust).
A total of 60,00,000 options were available for grant to the eligible employees of the
Company and its Indian Subsidiaries, including Whole-time Directors. The Compensation
Committee at its meeting held on 3rcl May, 2016 granted 24,47,355
options, being the first grant under Plan 2016, to the eligible employees of the
Company and its Indian Subsidiaries, including Whole-time Directors. 24,94,660 options,
being the second grant under Plan 2016, were granted by the Compensation and Nomination S
Remuneration Committee (CNRC) at its meeting held on 20th May, 2017 under Plan
2016 to the eligible employees of the Company and its Indian Subsidiaries, including
Whole-time Directors. The third and final grant of 23,23,883 options was approved by the
CNRC at its meeting held on 1st November, 2018 under Plan 2016 to the eligible
employees of the Company and its Indian Subsidiaries, including Wholetime Directors. Out
of the said options granted, Mr. Prashant lain, It. Managing Director and CEO and Ms.
Monica Chopra were granted 3,73,897 and 37,398 options respectively.
As per Plan 2016, 50% of the granted options will vest at the end of the third year
from the date of grant and the balance 50% at the end of the fourth year. Accordingly,
2,65,390 options, being the balance 50% of the options granted on 3rcl May,
2016 and subsisting, vested on 3rcl May, 2020 and 5,07,344 options being 50% of
the options granted on 20th May, 2017 and subsisting, vested on 20th
May, 2020. However, after appropriation of shares which lapsed due to non-exercise of
options during the prescribed time limit, against the total requirement of 7,72,734 equity
shares, the Company was required to issue 4,26,504 equity shares to fulfill the above
requirement.
Further, 3,99,364 options being the balance 50% of the options granted on 20th
May, 2017 and subsisting, vested on 20th May, 2021 and further 120,490 options
also vested upon superannuation of an employee. Accordingly, the Company was required to
allot 5,19,854 equity shares. However, after appropriation of shares which lapsed due to
non-exercise within the prescribed time limit, the Company allotted 4,99,120 equity shares
to the eligible employees on 24th May, 2021 to fulfill the above requirement.
Further, 6,75,388 options being 50% of the options granted on 1st November,
2018 and subsisting, vested on 1st November, 2021 and 70,679 options also
vested upon superannuation of an employee. Accordingly, the Company allotted 7,46,067
equity shares to the eligible employees.
Thereafter, 6,44,012 options being 50% of the options granted on 1st
November, 2018 and
subsisting, vested on 1st November, 2022. Accordingly, 6,44,012 equity
shares were allotted to the eligible employees during the period under review.
JSW Energy Employees Stock Ownership Scheme - 2021 (JSWEL ESOP 2021)
Based on the recommendation of the CNRC, the Board of Directors of the Company, at its
meeting held on 25th lune, 2021, formulated the 1SW Energy Employees Stock
Ownership Scheme - 2021 (ES0S 2021) consisting of the following Plans for the employees of
the Company and its Subsidiaries, including Whole-time Directors, in India in terms of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ('the SEBI Regulations'), as amended:
1) Shri. 0. P. lindal Employees Stock Ownership Plan (JSWEL) - 2021 (JSWEL 0PJ ESOP
Plan 2021)
2) Shri. 0. P. lindal Samruddhi Plan - 2021 (JSWEL 0PJ Samruddhi Plan 2021)
The trust will implement the same by acquiring shares of the Company through secondary
route and / or in any other manner not exceeding in aggregate 50,00,000 equity shares for
the purpose of the ES0S 2021.
The Members of the Company at the 27th Annual General Meeting held on 4th
August, 2021 had, inter-alia, approved the JSWEL 0P1 ESOP Plan 2021 and the JSWEL 0PJ
Samruddhi Plan 2021.
The grant of share options also included the Whole-time Directors of the Company, other
than Promoter Director, the Key Managerial Personnel and Senior Managerial Personnel of
the Company.
Based on the approval of the Members of the Company, the CNRC Committee approved the 1st
Grant of Options under the 1SW Energy Employees Stock Ownership Scheme - 2021 (JSWEL ESOP
2021) as per the following details:
a) Aggregating to 4,72,574 shares at an Exercise Price of Rs10 per share to the
Eligible Employees of the Company including Subsidiaries under the JSWEL 0P1 ESOP Plan
2021. This includes grant of options of 55,100 shares to Mr. Prashant lain, Joint Managing
Director S CEO and 19,375 to Mr. Pritesh Vinay, Director (Finance) and 12,000 to
Ms. Monica Chopra, Company Secretary of the Company.
b) Aggregating to 22,40,650 shares at an Exercise Price of Rs10 per share to the
Eligible Employees of the Company including Subsidiaries under the JSWEL OP] Samruddhi
Plan 2021.
The CNRC Committee approved the 2ncl Grant of Options under the ]SW Energy
Employees Stock Ownership Scheme - 2021 (JSWEL ESOP 2021) as per the following details:
Aggregating to 4,91,300 shares at an Exercise Price of Rs10 per share to the Eligible
Employees of the Company including Subsidiaries under the JSWEL OP] ESOP Plan 2021. This
includes grant of options of 50,400 shares to Mr. Prashant Jain, Joint Managing Director S
CEO and 18,700 to Mr. Pritesh Vinay, Director (Finance) and 8,500 to Ms. Monica Chopra,
Company Secretary of the Company.
The applicable disclosures as stipulated under the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 ('SEBI
Regulations') for the year ended 31st March, 2023, with regard to ESOP 2016 and
ES0S 2021 are provided on the website of the Company at the link: www.jsw.in/investors/
energy and form a part of this Report.
Voting rights on the shares, if any, as may be issued to employees under the Plans are
to be exercised by them directly or through their appointed proxy, hence, the disclosure
stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.
There is no material change in the ES0S 2021 and the same is in compliance with the
SEBI Regulations, as amended from time to time. The certificate from the Secretarial
Auditor of the Company, that the aforesaid Schemes have been implemented in accordance
with the SEBI Regulations along with the Resolution passed by the Members, would be
available for electronic inspection by the Members at the forthcoming 29th
Annual General Meeting.
15. Credit Rating
During financial year 2022-23:
1) India Ratings and Research has reaffirmed long-term rating as 'IND AA/Stable' on the
long-term bank facilities S Non-Convertible Debentures of the Company, and also
reaffirmed a short-term rating of 'IND A1+' on the Short Term Bank facilities and
Commercial Papers of the Company.
2) ICRA Limited has assigned long-term rating as TCRA AA/Stable' on the long-term bank
facilities S Non-Convertible Debentures of the Company, and also assigned a shortterm
rating of 'ICRA A1+' on the Short Term Bank facilities and Commercial Papers of the
Company.
3) Brickwork Ratings has withdrawn its rating for the Non-Convertible Debentures and
Commercial Papers of the Company.
16. Awards
A keen focus on optimum utilisation of resources, efficient operations, occupational
safety and minimising environmental impact provide the Company with due recognition each
year.
During the year, the Company also received the following awards:
CORPORATE
1. Honored for its exemplary performance in the CDP Climate Program 2022, by
maintaining a Leadership (A-) level. The award was presented to Mr. Prashant Jain, the
Joint Managing Director S CEO, at a glittering ceremony in Mumbai, during CDP India's
Annual Event. JSW Energy is the only thermal power company in India to have achieved the
prestigious CDP Leadership Band status, which reflects the Company's transparency in
carbon disclosure and its commitment to prioritizing action on climate change and ESG
initiatives.
2. Honoured for its exemplary performance in the CDP Supplier Engagement by achieving
Leadership (A) level.
3. Emerged as the winner in the ESG Leadership Awards and has been conferred the Best
Air Pollution Management Award in the Environment category based on the 2020-21
disclosures.
4. Received the prestigious Golden Peacock Award for the year 2021 which demonstrates
the excellence in Human Resource Management Practices. It signifies our commitment to
creating a work environment
that fosters employee engagement and talent development.
The award was presented by Mr. Arjun Meghwal (Hon'ble Union Minister of State for
Parliamentary Affairs S Culture, Govt, of India). It was received by Mr. Rakesh Mehta
(Executive Vice President - Human Resources, JSW Energy).
5. Participated in the prestigious CAP 2.0 Awards (Climate Action Program) -and won the
'Oriented' Award'. This was organized by CM.
BARMER PLANT
JSW Energy (Barmer) Limited won the following
prestigious recognitions:
1. Quality Systems Award in the 9th FICCI 9th Quality System
Excellence Award program.
2. "Excellence in Energy Efficiency Award - 2022" for Improving Net Heat Rate
(Category - IPP Lignite 125-250 MW) organised by Council of Enviro Excellence (CEE).
3. "Best Energy Efficient Plant - Lignite 2022" for reduction of Net Heat
rate organised by Mission Energy Foundation.
4. Received "Prashansha Patra-2022" for Safety organised by National Safety
Council of India.
5. "Best Power Generator of the Year - 2023" Award, organised by Council of
Enviro Excellence (CEE).
RATNAGIRI PLANT
1. Excellence in Occupational Health S Safety: JSW Energy, Ratnagiri received the
'Sword of Honor', the most prestigious award for Excellence in Occupational Health, Safety
S Wellbeing at a glittering award ceremony held in London by the British Safety Council on
9th December, 2022. The Award was presented by the CEO of British Safety
Council, Mr. Mike Robinson to JSW Energy Team.
2. International Safety Award-2022, on demonstration of organization's commitment to
health, safety, and wellbeing throughout 2022.
3. Certificate of Appreciation received from National Safety Council of India for
commitment and continuous efforts to improve OSH performance.
4. Received "Excellent" rating in "Eat Right Campus" organized by
Ministry of Health S Family Welfare, Government of India. The audit for this was done by
FSSA. This recognition shows our efforts in transforming the food system in order to
ensure safe, healthy and sustainable food.
The 'Eat Right India' movement with foundation as 'Sahi Bhojan, Behtar Jeevan' is
aligned to the National Health Policy 2017 with its focus on preventive and promotive
healthcare and flagship programmes like Ayushman Bharat, P0SHAN Abhiyaan, Anemia Mukt
Bharat and Swacch Bharat Mission.
5. Received first prize in "Energy Conservation and Management, 2022" Fourth
MEDA award in a row. MEDA (Maharashtra Energy Development Agency) under the aegis of MNRE
(Ministry of New and Renewable Energy), Government of India S was facilitated by Energy
Minister.
6. Received "Platinum" award in National Energy Management Award, 2022
organized by SEEM (Society of Energy Engineers and Managers) - the National Professional
body of Certified Energy Managers and Certified Energy Auditors in India.
7. Received "Energy Efficient Unit" in "Energy Conservation and
Management 2022" award for showcasing our outstanding contributions in the area of
energy efficiency through our efforts and achievements by Cll (Confederation of Indian
Industry).
8. Participated in the 4th edition of water optimization 2022 and was
awarded for Best practices S initiatives for optimization and conservation of water by
Mission Energy Foundation Delhi
9. Received Outstanding Achievement in Environmental Protection and awarded for
demonstrating the highest level of commitment to Environmental Protection Practices S
Management in the year 2022. The award was presented by Greentech Foundation.
VIJAYANAGAR PLANT:
1. Bagged GMF Pinnacle Energy Conservation Awards-2022 under the topmost Diamond
category for the outstanding achievements in the area of Energy Conservation by GMF
Pinnacle Energy Conservations Awards.
2. Conferred with the Best Thermal Power Plant Performer - 2022 in the Private sector
Coal less than 500 MW by Mission Energy.
3. Awarded Best Water Efficient Plant by Council of Enviro Excellence.
4. Awarded Best Water Efficient Plant less than 500 MW category by Mission Energy, New
Delhi.
5. Awarded with the National Energy
Management Award 2021 by Society of Energy Engineers and Managers at India Islamic
Cultural Center, New Delhi.
6. Awarded Energy Efficient Unit by the
Confederation of Indian Industry.
7. Conferred with Green Crest Energy Conservation Award 2022 in the top most Diamond
Category by Green Maple Foundation for the Energy Conservation.
8. Declared Winner by Council of Enviro
Excellence for Energy Efficiency Award 2022 as the Best Energy Efficient Unit in IPP
below 250 MW.
9. Declared Winner by Council of Enviro
Excellence for Energy Efficiency Awards 2022 as the Best Energy Efficient Unit in CPP
above 135 MW.
10. Conferred with the Best Energy Efficient Plant - Coal (CPP) by Mission Energy, New
Delhi.
11. Received TQM Excellence Awards in the month of November 2022, 5 Gold Awards
received at 47th International Convention on Quality Control Circles Indonesia.
12. Conferred with prestigious Innovative
Project and lury Choice Awards during 11th Green Energy Summit S 3rcl
Green Urja and Energy Efficiency Awards by Indian Chamber of Commerce.
13. Awarded Winner as Best Power Boiler by Government of Karnataka during 52ncl National
Safety Day 2023 celebrations.
14. Awarded as Winner as Best performing Unit by Council of Enviro Excellence in the
category of CPP Coal above 135 MW for excellent unit performance, efficiency and
reliability.
HYDRO PLANT:
1SW Hydro Energy Limited:
1. Karcham Wangtoo HEP, the largest private hydro power station was honoured with the
CPIB award 2022 "Best Performing Hydro Power Project" presented by the Hon'ble
Union Minister of Power.
2. Received the Gold Award for outstanding achievement in Occupational Health S Safety
Management in Hydro Power Generation sector by Grow Care India.
3. Received a Memento by the Head Safety S Dam Safety Officer at Sub Division Level by
SDM Nichar at Bhabanagar on Independence day 15th August, 2022 on account of
the support provided during natural calamities in the community area.
17. Disclosures related to Policies
A. Nomination Policy
The Company has adopted a Nomination Policy to identify persons who are gualified to
become Directors on the Board of the Company and who may be appointed in senior management
positions in accordance with the criteria laid down, and recommend their appointment and
removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who
have the capacity and ability to lead the Company towards achieving sustainable
development.
In terms thereof, the size and composition of the Board should have:
an optimum mix of gualifications, skills, gender and experience as identified by
the Board from time to time;
an optimum mix of Executive, Non-Executive and Independent Directors;
minimum six number of Directors or such minimum number as may be required by
Listing Regulations and / or by the Act or as per Articles;
*
maximum number of Directors as may be permitted by the Listing Regulations
and / or by the Act or as per Articles; and
at least one Independent Woman Director.
While recommending a candidate for appointment, the Compensation and Nomination S
Remuneration Committee shall assess the appointee against a range of criteria including
gualifications, age, experience, positive attributes, independence, relationships, gender
diversity, background, professional skills and personal gualities required to operate
successfully in the position and has discretion to decide adeduacy of such criteria for
the concerned position. All candidates shall be assessed on the basis of merit, skills and
competencies without any discrimination on the basis of religion, caste, creed or sex.
During the period under review, the Nomination Policy was reviewed and revised by the
Board to ensure its continued relevance and to align it with changes in applicable laws
and regulations.
B. Remuneration Policy
The Company regards its employees as the most valuable and strategic resource and seeks
to ensure a high performance work culture through a fair compensation structure, which is
linked to Company and individual performance. The compensation is therefore based on the
nature of job, as well as skill and knowledge required to perform the given job in order
to achieve the Company's overall objectives.
The Company has devised a policy relating to the remuneration of Directors, KMPs and
senior management employees with the following broad objectives.
i. Remuneration is reasonable and sufficient to attract, retain and motivate Directors;
ii. Remuneration is reasonable and sufficient to motivate senior management, KMPs and
other employees and to stimulate excellence in their performance;
iii. Remuneration is linked to performance.
Remuneration Policy balances fixed and variable pay and short and long-term performance
objectives.
The Remuneration Policy of the Company is available on the website of the Company at
the link: https://www.jsw.in/investors/energy/
jsw-energy-corporate-governance-policies.
During the period under review, the Remuneration Policy was reviewed and revised by the
Board to ensure its continued relevance and to align it with the changes in applicable
laws and regulations.
C. Corporate Social Responsibility Policy
The Board of Directors of the Company has adopted a Corporate Social Responsibility
(CSR) Policy on the recommendation of the CSR Committee and the CSR Policy has been
amended from time to time to ensure its continued relevance and to align it with the
amendments to applicable provisions of law. The Company undertakes / will undertake CSR
activities in accordance with the said Policy.
The Company undertakes CSR activities either directly or through JSW Foundation, as
deemed appropriate, and is committed to allocating at least 2% of average net
profit of the last 3 years. The Company gives preference to the local areas in which it
operates for the CSR spend.
In line with the Company's CSR Policy and strategy, the Company plans interventions,
inter alia, in the field of health and nutrition, education, water, environment S
sanitation, agri-livelihoods, livelihoods and other initiatives.
The CSR Policy of the Company is available on the website of the Company at the link:
https://www. jsw.in/investors/energy/jsw-energy-corporate- governance-policies.
During the year under review, the Company has spent the entire mandated amount of
Rs9.58 crore (Rs27.91 crore on a consolidated basis) on CSR activities. The unspent amount
of Rs1.82 crore of JSWEBL for the financial year 2021-22 in respect of an on going
project, has been spent during the financial year 2022-23.
Please refer to the Management Discussion and Analysis section of this Report for
further details. The Annual Report on CSR activities is annexed as Annexure B and forms a
part of this Report.
D. Whistle Blower Policy and Vigil Mechanism
The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,
2015 framed a 'Whistle Blower Policy and Vigil Mechanism'.
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behaviour.
The Policy has been framed with a view to provide a mechanism, inter alia, enabling
stakeholders including Directors, individual employees of the Company and their
representative bodies, to freely communicate their concerns about illegal or unethical
practices and to report genuine concerns or grievances as also to report to the management
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct.
The Whistle Blower Policy and Vigil Mechanism is available on the website of the
Company at the link: https://www.jsw.in/investors/energy/
jsw-energy-corporate-governance-policies.
Risk Management Policy
The Company has adopted a Risk Management Policy aimed to ensure resilience for
sustainable growth and sound corporate governance by having a process of risk
identification and management in compliance with the provisions of the Companies Act, 2013
and the Listing Regulations.
The Company recognises that all emerging and identified risks need to be managed and
mitigated to -
Protect its shareholder's and other stakeholder's interests;
Achieve its business objectives; and
Enable sustainable growth.
The Company follows the Committee of Sponsoring Organisations (COSO) framework of
Enterprise Risk Management (ERM) to identify, classify, communicate, respond to risks and
opportunities based on probability, freguency, impact, exposure and resultant
vulnerability.
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted a sub-committee of Directors called the Risk Management Committee to oversee
the Enterprise Risk Management framework. The Risk Management Committee periodically
reviews the
framework including cyber security, high risks items and opportunities which are
emerging or where the impact is substantially changing.
There are no risks which, in the opinion of the Board, threaten the existence of the
Company. Key risks and response strategies are set out in the Management Discussion and
Analysis Section which forms a part of this Annual Report.
F. Policy for Annual Performance Evaluation of Directors, Committees and Board
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has framed a Policy for Performance Evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for performance
evaluation of the Non - Executive Directors and Executive Directors. On the basis of the
criteria specified in this Policy, evaluation of performance of the Individual Directors,
Independent Directors, its own performance and that of the working of its Committees
during the financial year 2022-23 was carried out by the Board.
During the year under review, the Board Evaluation Policy was reviewed by the Board to
ensure its continued relevance.
G. Material Subsidiary Policy
Pursuant to the provisions of Regulation 16(1)
(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a Policy for determining Material
Subsidiaries laying down the criteria for identifying material subsidiaries of the
Company.
Accordingly, 1SW Hydro Energy Limited and 1SW Energy (Barmer) Limited are the material
subsidiaries of the Company during the Financial Year 2022-23. During the period under
review, the Material Subsidiary Policy was reviewed by the Board to ensure its continued
relevance and to align it with changes in applicable laws and regulations.
The Policy may be accessed on the website of the Company at the link:
www.jsw.in/investors/ energy/jsw-energy-corporate- governance- policies.
H. Dividend Distribution Policy
Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and
adopted a Dividend Distribution Policy. The same is available on the website of the
Company at the link: https://www.jsw.in/investors/energy/
jsw-energy-corporate-governance-policies.
a. the circumstances under which shareholders may or may not expect dividend;
b. the financial parameters that shall be considered while declaring dividend;
c. internal and external factors that shall be considered for declaration of dividend;
d. policy as to how the retained earnings shall be utilized.
18. Corporate Governance Report
The Company has complied with the requirements of Corporate Governance as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and accordingly, the Corporate Governance Report and the
reguisite Certificate from Deloitte Haskins S Sells LLP, the Statutory Auditors of the
Company, regarding compliance with the conditions of Corporate Governance forms a part of
this Report.
19. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the
Listing Regulations, the Company voluntarily published the Business Responsibility and
Sustainability Report for the financial year ended 31st March, 2022. The
Business Responsibility and Sustainability Report for the financial year ended 31st
March, 2023 forms a part of this Report and is available on the website of the Company at
the link: www.jsw.in/investors/energy.
20. Directors and Key Managerial Personnel
The Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations
confirming that they meet the criteria of independence as prescribed thereunder.
The Independent Directors have complied with the Code for Independent Directors
prescribed under Schedule IV of the Companies Act, 2013 and the
Listing Regulations. The Board is of the opinion that the Independent Directors of the
Company possess reguisite gualifications, experience and expertise and they hold highest
standards of integrity.
During the year under review, none of the managerial personnel i.e. the Managing
Director and Whole-time Directors of the Company were in receipt of remuneration /
commission from the subsidiary companies.
The Company familiarises the Independent Directors of the Company with their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model and related risks of the Company, etc. Monthly updates on
performance/ developments are sent to the Directors. The brief details of the
familiarisation programme are put up on the website of the Company at the link:
https://www. jsw.in/investors/energy/jsw-energy-corporate- governance-policies.
There were no changes in Key Managerial Personnel during the financial year 2022-23.
Resignation / Cessation
During the year under review, no Independent Director has resigned before the expiry of
his / her tenure.
Re-appointment / Appointment
Based on the recommendation of the Compensation and Nomination S Remuneration Committee
(CNRC), the Board of Directors, taking into account his integrity, expertise and
experience, appointed Mr. Desh Deepak Verma (DIN: 09393549) as an Additional and
Independent Director of the Company for a term of 3 consecutive years from 21st
July, 2022 to 20th July, 2025, subject to the approval of the Members of the
Company. Members approved the above appointment through a Resolution passed by Postal
Ballot with reguisite majority on 1st September, 2022.
Based on the recommendation of the
CNRC, the Board of Directors, taking into account his integrity, expertise and
experience, appointed Mr. Parth lindal (DIN: 06404506) as an Additional and Non-Executive
Director of the Company, subject to the approval of the Members of the Company. Members
approved the above appointment through a Resolution
passed by Postal Ballot with requisite majority on 22ncl December, 2022.
Based on the recommendation of the CNRC and subject to the approval of the Members, the
Board of Directors at its meeting held on 23rcl May, 2023, approved the
re-appointment of Mr. Sajjan Jindal (DIN: 00017762) as the Chairman and Managing Director
for a period of 5 years with effect from 1st January, 2024 and also recommended
for the approval by the Members at the forthcoming 29th Annual General Meeting,
a partial modification by way of an increase in the ceiling on remuneration of Mr. Sajjan
Jindal with effect from 1st July, 2023 till the remainder of his current term.
Based on the recommendation of the CNRC, the Board has recommended for the approval by
the Members at the forthcoming 29th Annual General Meeting, an increase in the
ceiling on remuneration payable to Mr. Prashant lain (DIN: 01281621) as a Wholetime
Director of the Company with effect from 1st April, 2024 for the remainder of
his term.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Pritesh Vinay (DIN: 08868022) retires as a Director by
rotation at the forthcoming 29th Annual General Meeting and, being eligible,
has offered himself for reappointment.
Necessary resolutions for approval of the re-appointment and remuneration of the
aforesaid Directors have been included in the Notice of the forthcoming 29th
Annual General Meeting of the Company. The Directors recommend the same for approval by
the Members.
Profiles of the aforesaid Directors and as required under Regulation 36(3) of the
Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, are given in the
Notice of the 29th Annual General Meeting.
21. Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is
hereby confirmed that:
(a) in preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the year under review;
(c) the Directors have taken proper and sufficient care for the maintenance of adeguate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts for the year under review, on a
'going concern' basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adeguate and were operating
effectively, and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adeguate and operating effectively.
22. Committees of the Board
The Company has constituted various Committees of the Board as required under the
Companies Act, 2013 and the Listing Regulations. For details like composition, number of
meetings held, attendance of members, etc. of such Committees, please refer to the
Corporate Governance Report which forms a part of this Annual Report.
23. Meetings of the Board
During the year under review, the Board of Directors met 7 times. For details of the
meetings of the Board, please refer to the Corporate Governance Report which forms a part
of this Annual Report.
24. Auditors and Reports
a. Statutory Auditor
As recommended by the Audit Committee and the Board of Directors of the Company and in
accordance with Section 139 of the Companies Act, 2013 and the Rules made thereunder,
Deloitte Haskins S Sells LLP, Chartered Accountants,
Mumbai, were re-appointed as the Statutory Auditor of the Company by the Members of the
Company at the last Annual General Meeting held on 14th June, 2022, from the
conclusion of the 28th Annual General Meeting till the conclusion of the 33rcl
Annual General Meeting.
The Statutory Auditor has issued Audit Reports with unmodified opinion on the
Standalone and Consolidated Financial Statements of the Company for the financial year
ended 31st March, 2023. The Notes on the Financials Statement referred to in
the Audit Report are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) (f) of the Companies Act,
2013.
b. Cost Auditor
The Company has made and maintained cost accounts and records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013. For the financial year
2022- 23, Kishore Bhatia S Associates, Cost Accountants have conducted the audit of the
cost records of the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time,
the Board appointed Kishore Bhatia S Associates, Cost Accountants, to audit the cost
records of the Company for the financial year 2023-24.
The remuneration payable to the Cost Auditor is subject to ratification by the Members
at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of
the remuneration payable to Kishore Bhatia S Associates, Cost Accountants, for the audit
of cost records of the Company for the financial year
2023- 24, has been included in the Notice of the forthcoming 29th Annual
General Meeting of the Company. The Directors recommend the same for approval by the
Members.
c. Secretarial Auditor
The Board appointed Ashish Bhatt S Associates, Company Secretaries, to carry out
secretarial audit for the financial year 2022-23.
The Secretarial Audit Report issued by Ashish Bhatt S Associates, Company Secretaries,
for the financial year 2022-23 confirms that the Company has complied with the provisions
of
the applicable laws and does not contain any observation or gualification reguiring
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The report in Form MR-3 is annexed as Annexure C and forms a part of this Report.
As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the
Company are required to undertake secretarial audit. 1SW Energy (Barmer) Limited (1SWEBL)
and 1SW Hydro Energy Limited (1SWHEL) were material subsidiaries of the Company for the
financial year 2022-23 pursuant to the Regulation 16(l)(c) of the Listing Regulations.
Accordingly, Ashish Bhatt S Associates, Company Secretaries, carried out the
secretarial audit for 1SWEBL and 1SWHEL for the financial year 2022-23. These Secretarial
Audit Reports do not contain any observation or gualification. The respective reports in
Form MR-3 are annexed as Annexure Cl and C2 respectively and form a part of this Report.
25. Compliance with Secretarial Standards
During the year under review, the Company has complied with Secretarial Standards 1 and
2, issued by the Institute of Company Secretaries of India.
26. Material Changes and Commitments
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere
in this Report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and
date of this Report.
27. Significant and Material Orders passed by Regulators or Courts or Tribunal
No orders have been passed by any Regulator or Court or Tribunal which can have
significant impact on the going concern status and the Company's operations in future.
28. Annual Return
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013,
the Annual Return for the financial year ended 31st March, 2023, is available
on the website of the Company at the link: https://www.jsw.in/investors/energy/
annual-return.
29. Environmental Norms
The Ministry of Environment, Forest and Climate Change had, in December 2015, revised
environment emission norms prescribing more stringent emission limits for operating as
well as under development power plants in the country with respect to particulate matter,
sulphur dioxide (S02) S nitrogen dioxide (N02).
As a responsible corporate and to maintain the best environmental operating standards,
the Company has deployed state of the art technology to prevent / minimize pollution
levels at all its power plants. The Company's Ratnagiri Units 1 to 4 of 300 MW capacity,
are in compliance with all revised emission norms prescribed by MoEF S CC. High efficiency
ESP S Low NOX burners have been installed since inception. Also Flue Gas Desulphurization
units have been installed as per directives from MoEF S CC.
1SW Energy (Barmer) Limited's Units 1 to 8 of 135 MW capacity, are CFBC based and are
in compliance with S02 emission norms prescribed by MoEF S CC. In order to comply with
Suspended Particulate Matter norms, modifications in the Electrostatic Precipitator have
been done in 1 to 7 Units and modification works are left only in Unit 8 which shall be
completed as per the maintenance shut down schedule well within the stipulated time frame.
The Company's Toranagallu Units 2 X 130 MW, are already in compliance with all revised
emission norms. Work is in progress to bring the other operating units within the
compliance limits in the stipulated time frame.
30. Reporting of frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of
the Act and Rules framed thereunder.
31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The particulars, as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo are as
under:
(A) Conservation of Energy -
(i) The steps taken for energy conservation are
as below:
Vijayanagar Plant
1. Modifying the SBU1 and U2 recirculation valve logic during part load resulted in a
significant saving of 311kW at a load of 90 MW.
2. In SBU1, the implementation of the algorithm for dynamic setpoint control of PA fan
pressure, based on coal flow simulation, has resulted in a significant energy saving of 15
kW.
3. The replacement of 6 SBU1 cooling tower blades with coolflo energy- efficient blades
resulted in a total power savings of 44 kW and a heat rate reduction of 6.9 kcal/kW.
4. By opening the bypass MOV at the deaerator control station and reducing the speed
from 700 to 600 rpm, an average power saving of 29 KW was achieved in SBU2U1 CEP.
5. When operating the SBU2 U1 PA fan at part load with a single fan and a header
pressure below 7.5 KPa, the reduction of header pressure to 5.5 KPa resulted in an average
energy savings of 518 KW.
6. SBU2 U1 BFP power optimization by removing one stage in BFP-1B d, a saving of 326 kW
was achieved.
7. SBU2 U1 When two coal mills are operated at a load less than 120 MW and a coal flow
of less than 58 TPH, the reduced header pressure can reach up to 5.5 Kpa, while with three
coal mills in operation, the reduced header pressure can reach up to 7.0 Kpa, resulting in
a savings of 493 kW at part load.
8. In SBU2 U1 reconfiguration of the FD fan blade pitch mechanism has resulted in the
optimization of secondary airflow, leading to significant energy savings of 29 KW.
9. Reconstructing the algorithm in SBU2 U1 of secondary and primary airflow to suit the
operation of two coal mills, a saving of 133 KW was achieved.
10. SBU2 Ul optimizing the ash handling compressor run hours based on ash generation at
part load, a saving of 32 KW was achieved.
Ratnagiri Plant
1. Destaging of two boiler feed pumps has resulted in saving of 320 kW per hour aux
power consumption at full load.
2. Seguential mode of turbine governing system has resulted in heat rate reduction by 7
kcal/kWh per unit and estimated savings of coal 12,000 MT/ year for all units.
3. During part load operations, three
CW pumps operated for 2 Units has resulted in the saving of 1860 kW per hour of aux
power consumption.
4. Optimisation of compressed air
pressure and attending leakages in air system through audits has resulted saving of aux
power consumption by 8 kW per hour.
5. Optimisation of ash handling system running hours as per ash generation has resulted
in saving of 125 kW per hour.
6. During non-availability of load schedules, stopping of closed cooling water pump of
non-running units has resulted in saving of aux power by 210 kW per hour.
7. Optimisation of PA header pressure
with high GCV coal from 7.5 kPa to 6.5 kPa of running units has resulted in savings of
275 kW per hour per unit.
The steps taken by the Company for utilizing alternate sources of energy:
Vijayanagar Plant
In both SBU-1 (2 X 130 MW) and SBU-2 (2 X 300 MW) units, waste gases from blast furnace
and other steel process plants of 1SW Steel are being utilized as fuel which has led to
1.77 Lakh MT displacement of coal.
The implementation of flexibilization has allowed the accommodation of 225 MW solar
power for the production of steel, resulting in a significant reduction of 3,51,951 tC02e
in emissions.
Ratnagiri Plant
The Company has built a number of check dams to conserve the rain water. It has
resulted in saving of 3.50 Lakh M3 of surface water which is the highest till
date (previous highest was 2.39 Lakh M3 in the financial year 2021-22) and also
resulted in savings of pumping power of approximately 150 KW per hour.
(iii) The capital investment on energy conservation equipment:
Vijayanagar Plant
1. Rs21.69 lacs was utilized for the destaging of the boiler feed pump
cartridge in SBU2 Ul.
2. Rs25.67 lacs of capital investment
utilized for SBU1 CT fills replacement with trickle grid fills.
3. Rs28 lacs was utilized in the replacement of energy-efficient SBU1 CT Fan blades.
Ratnagiri Plant
1. De-staging of BFP in two unit to save the auxiliary power consumption, 1.10 crores.
Technology absorption
(i) The efforts made towards technology absorption are provided below -
Vijayanagar Plant
1. Investing in digitization is a key step towards technology absorption, as it helped
organizations to improve heat rate, APC, efficiency, productivity, and competitiveness by
leveraging the latest technologies.
0SI PI digital dashboards for monitoring and reduction of controllable losses
and improvement in heat rate S APC.
Heat rate improvement by smart soot blowing by adopting Al technology.
IIOT-based fault detection system for critical equipment in the plant.
2. Cooling Tower- SBU-1 - Cooling Tower's existing GRP (Glass Reinforced Plastic)
fan blades were replaced with energy efficient high airflow Aerodynamic FRP (Fiber
Reinforced Plastic) blades which resulted in recurring power saving of 7.3 KW. No. of
blades increased from 3 to 6 which has enabled us to operate the Fan at a lower Blade
Angle.
3. Improvisation in coal pulverisers to suit various kinds of imported coal has
resulted in significant reductions in mill rejects and coal spillage, while also improving
overall mill performance and safety. The modification has also led to substantial cost
savings through the elimination of excess rejects handling and transportation with a
potential savings of Rs27 Lacs/Annum. This innovative solution enabled better mill
performance and contribute to a more efficient and sustainable energy production.
4. Developed latest innovative in-house solution for conducting boiler tube surveys in
hard-to-reach areas using a mobile camera. This solution reduces the need for manual
intervention and enhances the safety of our employees while improving the accuracy of our
inspections.
5. Upgradation of SBU2 ash handling plant S DM plant PLC's for enhance the cyber
security features.
6. Upgradation of maxDNA distributed control system workstations for ensuring increased
reliability S availability.
7. Daylight sensors have been installed to control plant lighting without human
intervention.
Ratnagiri Plant
1. Installation of onlinealkalisertomaintain desired water guality in generator stator
water cooling system to improve the reliability of the generator.
2. Implementation of H2 guad operation for generator cooling system by eliminating the
usage of loose cylinders to mitigate safety hazards.
3. Reutilisation of mill reject coal as well as bottom ash in boiler by installation of
feeding and conveying system.
4. To minimise the turbine heat rate loss by installing modified designed reheater
spray control valves to avoid the damages to the valve internals.
5. Installation of programmable logic controllers with latest technology
6. Implementation of pilot project of pneumatic conveying of bottom ash instead of
metal conveyors.
(ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution:
Vijayanagar Plant
1. By carrying out in-house repairs on the recirculation valve, a reduction in power
consumption of the SBU2 Boiler Feed Pumps 1A, IB, and 1C was achieved, leading to a total
savings of 209 kW.
2. Introduction of trickle grid fill in the air washer system which enhanced water
atomization and led to a recurring power savings of 3.95 KWHr.
3. Reduced NAS value of the
electrohydraulic system oil
by implementing a 3-step innovative strategy.
4. Reliability of turbine valves is enhanced
by the use of improvised filter elements for the electrohydraulic oil system
of turbine.
5. In house pneumatic test fixture was designed and fabricated for SBU2 U2 hydrogen
cooler, to check leakages.
6. A 360-degree coupling guard has
been provided in order to eliminate any hazards associated with it.
7. Refurbishment of R0 S UF system
thereby reducing water consumption.
8. The SBU2 U1 GV2's OEM supplied Viton rubber 0-ring was modified to a PTFE 0-ring
with the same circular cross- section. This modification was done because freguent
operation of the GV, causing damage to Viton 0-ring. This
led to fire hazards and oil loss. The PTFE 0-ring is more durable and can withstand
such conditions.
9. Enhancing reliability by changing material selection of boiler feed pump system,
turbine governing valves S ACW pump.
10. To prevent steam loss caused by passing, the three main steam drain 2,500 Class
globe valves in SBU2 U1 were replaced with 3,200 ball valves operated by pneumatic
systems.
11. Replaced existing cooling tower fills with highly efficienthybridanti clogging
Trickle grid fills to sustain cooling tower performance over long period of time up to 5
years in SBU-1.
12. SBU1 U1 main steam line strainer drain manual valve converted to motorised valve,
which resulted in reduced spares consumption.
13. SBU-1 CT fore bay mesh modified to avoid CW trash screen blockage by providing an
arrange to collect foreign materials at bottom while lifting CT mesh for cleaning.
14. SBU-1 Control room chiller system performance improved by replacing evaporator
cooling coils and cleaning the cleaning the cooler
15. SBU-1 U-2 Booster pump mechanical seal cooler ACW inlet line modified to eliminate
blockage and to facilitate cleaning of seal cooler.
16. Installation S commissioning of 4x300MW UPS battery banks, for increasing the
reliability of critical power system
17. Installation of online transformer oil moisture removal system for improvement of
dielectric strength of transformer insulation, thereby enhancing life.
Ratnagiri Plant
1. Installation of alkaliser will improve the reliability of the generator
2. Safe operation by mitigating the safety hazard
3. Reutilisation of waste through
conveying system
4. Improvement in heat rate by avoiding the losses due to non-required flow of spray
water.
5. Technology obsolesces of control system
6. To avoid freguent breakdown of metallic conveyor system.
7. Following modifications are carried out in system for improvement in reliability and
safety:
a) Placing additional filters over VFD Panel louvers to ease cleaning and replacement
of filters
b) Usage of long barrel bimetallic lugs and terminal connectors in ESP recti formers to
avoid heating and cable damages
c) Remote (DCS) operation of 6.6 kV Incomers S Tie Feeders which helps in guick boards
changeover in case of emergencies.
d) Load shedding/tripping of non- critical loads during unit tripping to avoid excess
import energy charges and MD charges
e) Preparing low current logic in Motor Feeder relay to identify and generate signal
for CW Shaft shear conditions
f) Improvement in Power Factor at Nivali PH through auto start of capacitor banks along
with Motors
g) Implementation of new ABT system for better accuracy and monitoring with auto
scheduling facilities to minimisation of error in data handling.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the Financial Year): Nil.
(iv) The expenditure incurred on Research and Development: The Company did not carry
out any core R S D work during the financial year 2022-23.
(v) Future Plans:
Vijayanagar Plant
1. Replacement of APH baskets in SBU-2 Unit-1 for Boiler efficiency improvement S APC
reduction
2. Reduction of controllable losses by installation of PID controller through
digitization.
3. Installation of advance AI/ML based digital technology for improving plant
performance.
Ratnagiri Plant
1. De-staging of boiler feed pumps (BFPs)
2. Replacement of cooling tower fan blades with energy efficient design.
3. RH spray control valve installation with new design
4. Turbine HP exhaust dump valve assembly
5. Boiler AHP Post cooler conveying system
6. Super Heater spray line modification
(C) Foreign exchange earnings and outgo
The Foreign Exchange earnings of the Company for year under review amounted to Nil. The
foreign exchange outflow of the Company for year under review amounted to Rs2,224.28
crore.
32. Particulars of Employees and Related Disclosures
The disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure D and forms a part of this
Report.
The disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as
per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3)
of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the
Report and Financial Statements are being sent to the Members of the Company excluding the
said statement. Any Member interested in obtaining a copy of the said statement may write
to the Company Secretary at the Registered Office of the Company.
33. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
Pursuant to the requirements under the Prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a
Policy and duly constituted Internal Complaints Committees across locations. To build
awareness in this area, the Company has been conducting induction / refresher programmes
in the organisation on a continuous basis. During the year under review, no complaint was
filed.
34. IBC Code S One-time Settlement
There is no proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the
Company with any Bank or Financial Institution.
35. Acknowledgements
Your Directors would like to express their appreciation for the co-operation and
assistance received from the Government authorities, banks and other financial
institutions, vendors, suppliers, customers, debenture holders, shareholders and all other
stakeholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
committed services of all the employees.
For and on behalf of the Board of Directors
Sajjan lindal
Chairman and Managing Director
Place: Mumbai
Date: 23rd May, 2023
|