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Jindal Steel & Power Ltd.

Notes to Accounts

NSE: JINDALSTELEQ BSE: 532286ISIN: INE749A01030INDUSTRY: Steel - Sponge Iron

BSE   Rs 927.45   Open: 904.45   Today's Range 885.85
931.70
 
NSE
Rs 927.25
+21.40 (+ 2.31 %)
+22.10 (+ 2.38 %) Prev Close: 905.35 52 Week Range 503.00
935.50
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 94587.67 Cr. P/BV 2.44 Book Value (Rs.) 379.46
52 Week High/Low (Rs.) 936/503 FV/ML 1/1 P/E(X) 29.80
Bookclosure 18/08/2023 EPS (Rs.) 31.11 Div Yield (%) 0.22
Year End :2023-03 

1) During the year the company has issued letter of comfort to the borrower for investment in equity shares of Jindal Steel Chhattisgarh Ltd, (wholly owned subsidiary) of amounting to H 100 Crores for an amount equivalent to the facility provided .

2) Pari Passu charges over pledge / non disposal undertaking (NDU) of shares of Jindal Steel Odisha Limited (JSOL) held by the Company (pledge of 30% of the shares and NDU for remaining 70% shares). As on 31st March 2023, Company has pledged 21,91,00,000 nos. of fully paid up equity shares and 22,03,92,000 nos. of fully paid up preference shares of JSOL (out of 26,09,82,000 nos. of preference shares) and pledge for balance 4,05,90,000 nos. of preference shares, is in process. Further Company has given undertaking/ commitment to the bank/lenders for investment in JSOL upto H 6,741 crore.

3) Partly paid up H 48.80 (Previous year H 48.80) per debenture.

4) During the earlier years, the Company has Invoked 2,00,00,000 share of H 10 each of Bharat NRE Coke Limited, pledge against advance given to a vendor @ Nil Value.

5) During the year company has made provision for diminution in Investment of Jindal Steel & Power (Mauritius) Limited and Ivy Cap Ventures Trust Fund amounting to H 575.73 crore and H 0.89 crore respectively; and reversal of provision of H 22.01 crore.

(f) (i) Employees Stock Option Scheme (JSPL ESOP Scheme-2017)

The Board of Directors in its meeting held on 8th August, 2017 approved the JSPL Employee Stock Option Plan 2017(JSPL ESOP Scheme-2017) and the same was approved by the shareholders in the Annual General Meeting held on 22nd September 2017, in accordance with SEBI (Share Based Employee Benefits) Regulations 2014.

Pursuant to the JSPL ESOP Scheme-2017 , the Company may grant upto 4,50,00,000 options convertible into equal number of equity shares of H 1 each.

The Nomination and Remuneration Committee of the Board in its meeting held on 5th January, 2018 granted 51,21,735 options convertible into equal number of equity shares of the Company, to the eligible employees of the Company and its subsidiaries, at an exercise price of H 244.55 per option. As per JSPL ESOP Scheme-2017 the vesting period shall not be less than one year and maximum period will be three years. The employee shall exercise his options within a period of six months from respective vesting. 50,45,222 options have been surrendered/lapsed and balance outstanding as on 31st March 2021 was 76,513 options(vesting schedule is over and period of exercise is six month from respective vesting schedule). During the year ended 31st March 2022, the Company has allotted 72,126 equity shares at an exercise price of H 244.55 per share including premium of H 243.55 per share to the eligible employees of the Company and its subsidiaries, under JSPL ESOP Scheme - 2017 and balance outstanding is NIL option as on 31st March 2023.

(ii) Employee Stock Option Scheme/ Employee Share Purchase Scheme

The Board of Directors in its meeting held on 25th April, 2013 and 9th August, 2018 approved JSPL ESPS-2013 and JSPL ESPS-2018 respectively and the same were approved by the shareholders through Postal Ballot on June 21, 2013 and in the Annual General Meeting held on September 28, 2018 respectively, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits ) Regulations, 2014.

Equity Shares/ grants as per JSPL ESPS-2013 and JSPL ESPS-2018 will be allotted in upcoming financial years.

(c) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of H 1 per share. Each holder of equity share is entitled to one vote per share. The Company declares dividend in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company after payment of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

In accordance with Section 68 of the Companies Act,2013 and buy back regulations of SEBI, the Company has not buy back any equity shares during the five years immediately preceding 31st March, 2023.

During the five years immediately preceding 31st March, 2023, the Company has not allotted any equity shares as bonus shares and also not issued any share for consideration other than cash.

(iii) In March 2022, the Company instituted Jindal Steel & Power Employee Benefit Scheme - 2022 ("Scheme") to provide equity based remuneration to all its eligible employees of the Group Company(ies) including subsidiary company(ies) or its Associate company(ies), in India or outside India, of the Company. The Scheme is administered by the Nomination and Remuneration Committee of the Directors of the Company and is implemented through JSP Employee Benefit ("Trust"). A maximum of 5,10,00,798 options may be granted under the Scheme. Each option granted under the Scheme entitles the holder to one fully paid up equity share of the Company (JSP) at an exercise price, which will be decided by the Board of Directors.

Till 31st March 2023, the Trust has acquired 1,50,60,427 ( Previous year 93,51,748 ) nos. of equity shares of the Company were acquired through secondary acquisition by the JSP Employee Benefit Trust under Part A of Chapter III of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for grant of options to its eligible employees, by March 31, 2023.

The Nomination & Remuneration Committee, in its meeting held on March 28, 2023, accorded to appropriate the aforementioned equity shares beyond March 31, 2023, which shall not extend beyond the second subsequent financial year post their acquisition i.e. FY 2023-24.

(i) Securities Premium Reserve represents the amount received in excess of par value of securities issued by the company. This reserve is utilised/to be utilised in accordance with provisions of the Act.

(ii) Capital Redemption Reserve represents the statutory reserve created on buy back of shares. It is not available for distribution.

(iii) Share Option Outstanding Account relate to stock option granted by the company to employee under JSPL employee stock option plan, 2017 of H Nil (31st March-22 H Nil). This reserve is transferred to retained earning on cancellation of vested option. (Refer note 20(f)(i)).

(iv) Other Comprehensive income represents the balance in equity for items to be accounted in classified into i) Items that will not be reclassified to profit & loss ii) Items that will be reclassified to profit & loss including unbundling of certain convertible instruments and read with note no. 59.

Notes:

I Term Loans from Banks

(i) Term Loans of K 2,032.98 crore (March 31,2022 K 7,088.20 crore) are secured as under

- First pari-passu charge over the immovable fixed assets (except immovable properties at Tensa mines, leasehold land having aggregate area of 551.49 acres at Patratu, Jharkhand and leasehold land having aggregate area of 2,246.12 acres at Angul, Odisha), both present and future of the company and

- First pari-passu charge movable fixed assets of the company by way of hypothecation, both present and future and

- Second ranking pari-passu charge by way of hypothecation over all the current assets, both present and future, of the company; Repayment schedule of these loans is as follows:

Loans of H 399.36 crores is repayable in 5 quarterly instalments and the next instalment is due on 15th April, 2023.

Loan of H 474.64 crores is repayable in 9 quarterly instalments and the next instalment is due on 30th June, 2023.

Loans of H 230.84 crores is repayable in 8 quarterly instalments and the next instalment is due on 30th June, 2023.

Loans of H 263.16 crores is repayable in 5 quarterly instalments and the next instalment is due on 30th June, 2023.

Loans of H 664.98 crores has been prepaid in full subsequent to Balance sheet date on 17th April, 2023

(ii) Term Loans K 3,690.91 crores (March 31, 2022 K NIL) are secured (security created/to be created) by way of:

During Financial Year 2022-23, Company has refinanced the existing project loan of H 3,825 crore (with cut off date of 30th September 2022), Outstanding as on 31st March 2023 H 3,690.91 crore are secured as under

- First pari-passu charge over entire immovable fixed assets (except leasehold land having aggregate area of 2,246.12 acres at Angul, Odisha) of the company situated at Angul, Odisha, both present and future of the company and

- First pari-passu charge movable fixed assets of the company situated at Angul, Odisha by way of hypothecation, both present and future and

- Second ranking pari-passu charge by way of hypothecation over all the current assets, both present and future, of the company; Repayment schedule of these Refinanced Project Term loans are as follows:

Loans of H 3,690.91 crores is repayable in 26 quarterly instalments and the next instalment is due on 30th June, 2023.

(iii) Loans ofH NIL (March 31, 2022 H 840.91 crores) was secured by Pooled Security i.e first pari-passu charge over the immovable fixed assets (except immovable properties at Tensa mines and immovable leasehold properties having aggregate area of 551.49 acres at Patratu, Jharkhand) & movable fixed assets and second pari-passu charge on the current assets, both present & future, of the Company in favour of the Term Loan Lenders with priority over cash flows under TRA agreement and security in case of liquidation.

II Term Loans of K 742.86 crores (March 31, 2022 K NIL) are secured (security created/to be created) by way of:

During Financial Year 2022-23, Company has refinanced the existing priority loan of H 800 crore, Outstanding as on 31st March 2023 H 742.86 crore are secured as under:

- First pari-passu charge over entire immovable fixed assets (except leasehold land having aggregate area of 2,246.12 acres at Angul, Odisha) of the company situated at Angul, Odisha , both present and future of the company and

- First pari-passu charge movable fixed assets of the company situated at Angul, Odisha by way of hypothecation, both present and future and

- Second ranking pari-passu charge by way of hypothecation over all the current assets, both present and future, of the company; Repayment schedule of this Refinanced Term loan are as follows:

Loans of H 742.86 crores is repayable in 16 quarterly instalments and the next instalment is due on 30th June, 2023.

III Loans of K 1,889.36 crores (March 31, 2022 K 2,108.44 crores ) are secured by way of:

- First pari-passu charge over the immovable fixed assets (except immovable properties at Tensa mines, leasehold land having aggregate area of 551.49 acres at Patratu, Jharkhand and leasehold properties having aggregate area of 2,246.12 acres at Angul, Odisha), both present and future of the company and

- First pari-passu charge movable fixed assets of the company by way of hypothecation, both present and future and

- First ranking pari-passu charge by way of hypothecation over all the current assets, both present and future, of the company;" Repayment schedule of these loans is as follows:

(i) Loans of H 658.73 crores is repayable in 19 quarterly instalments and the next instalment is due on 30th June, 2023.

(ii) Loans of H 409.97 crores has been prepaid in full subsequent to balance sheet date on 3rd April 2023

(iii) Loans of H 820.66 crores has been prepaid in full subsequent to balance sheet date on 17th April 2023

IV Loans of K 1,352.40 crores (March 31, 2022 K Nil) are secured (created/to be created) by way of:

- First pari-passu charge over entire immovable fixed assets (except leasehold land having aggregate area of 2,246.12 acres at Angul, Odisha) of the company situated at Angul, Odisha, both present and future of the company and

- First pari-passu charge movable fixed assets of the company situated at Angul, Odisha by way of hypothecation, both present and future and

- Second ranking pari-passu charge by way of hypothecation over all the current assets, both present and future, of the company;

- Additionally, term loan of H 217.35 crore is also secured over first pari-passu mortgage over the newly allocated coal mines

(i.e Utkal BI & B2 and Utkal C coal mines in Odisha and Gare Palma IV/6 coal mine in Chhattisgarh), etc.

Repayment schedule of this Term loans are as follows:

Loans of H 1,352.40 crores is repayable in 26 quarterly instalments and the next instalment is due on 30th June, 2023.

V Secured Term Loan Lenders mentioned in Note No 22(i) and Working Capital Lenders mentioned in Note No 26(i) & (ii) are further secured by way of pledge over 4.31 crore equity shares of Jindal Steel & Power Limited held by OPJ Trading Private Limited (The Promoter Company).

VI Opelina Sustainable Services Private Limited (Promoter Company) has created Non Disposal Undertaking (NDU) over 9.13 crore equity shares of Jindal Steel & Power Limited (JSPL) held by the promoter company in favour of State Bank of India, the Lead Bank for the benefit of all the Secured Term Loan Lenders mentioned in Note No 22(i) and Working Capital Lenders mentioned in Note No 26(i) & (ii).

I Cash Credit from Banks and Buyer's Credit

The working capital facility mentioned in 26 (i) & 26 (ii) of H 1,454.82 crores (March 31, 2022 H 1,754.34 crores) are secured through following

- second pari-passu charge over the immovable fixed assets (except immovable properties at Tensa mines, immovable leasehold properties having aggregate area of 551.49 acres at Patratu, Jharkhand and immovable leasehold properties having aggregate area of 2,246.12 acres at Angul, Odisha), both present and future of the company, and

- second pari-passu charge over the movable fixed assets of the company situated at Angul, Odisha, by way of hypothecation, both present and future of the company and

- first pari-passu charge on the current assets, both present & future, of the Company

40 (a) Contingent liabilities and claims against the company

(to the extent not provided for & certified by the management)

(I in crores)

Particulars

As at 31.03.2023

As at 31.03.2022

Contingent Liabilities

i) GUARANTEES AND UNDERTAKINGS:

a) Guar.inlees issued by the ( ompany's Bankers on behalf of the ( ompany *

i,6i/.(M

2,889.29

b) C orporate guarantees,/undertakings issued on behalf of third parties

7 76.81

895.78

ii) DEMAND/LITIGATIONS:

a) Disputed Statutory and Other demands,;,'

1,6)9.94

2,926.76

(Ixcise Duty, C entral Sales tax, C ustoms Duty, Inergy Development C ess,

Electricity Duty, Entry Tax, Service Tax, Value Added Tax, Royalty)

b) Income Tax demands where the cases are pending at various stages of appeal with the appellate authorities

1,135.91

1,135.91

c) Claims by suppliers, other parties and Government

289.44

324.97

iii) Bonds executed for machinery imports under EPCG Scheme

50.04

53.12

9,529.18

8,225.83

It is not possible to predict the outcome of the pending litigations with accuracy, the Company believes, based on legal opinions received and/or internal assessment, that it has meritorious defences to the claims. The management believe the pending actions will not require outflow of resources embodying economic benefits and will not have a material adverse effect upon the results of the operations, cash flows or financial condition of the Company.

OTHERS

@ (i) During the year, the Company has received show cause notices followed by Demand notices from Joint Director of Mines, in relation to its mining operations at Kasia Iron & Dolomite Block, Odisha, alleging loss of royalty and other levies aggregating to H 442.65 crores inter-alia alleging shortfall in despatch for the period from November 11, 2021 to February 19, 2022, visa a vis minimum dispatch required as per Mine Development and Production Agreement (MDPA). The Company has contested the said demand by filing revision applications before Revisional Authority, Ministry of Mines, Government of India, since the Company couldn't commence mining activities as a group of people approached the subject Mine and illegally and unlawfully obstructed the entry of employees and machinery, demanding unreasonable rates for transportation. Also in this regard, the Company had approached Hon'ble High Court of Odisha in December 2021 praying for their direction to concerned parties to take necessary steps to remove illegal blockade from and around the Mining area and shift the assessment date under the MDPA for the above stated period and Hon'ble High Court was pleased to issue notice on the matter. The Company has evaluated the matter and concluded that the outflow of resources is remote and accordingly, no provision is made in this regard.

@ (ii) The Directorate of Enforcement had passed a Provisional Attachment order in earlier year to attach fixed deposits of H 60 Crore. [to the extent of H 58.01 Crore with interest accrued as on date of taking possession after confirmation of this order] in relation to the alleged excess mining from Gare Palma IV/1 which was granted to Jindal Steel & Power (the Company). The Company has filed a Writ Petition challenging the said Provisional Attachment order and the Hon'ble High Court of Delhi had stayed the proceedings before the Adjudicating Authority. Further the Company had paid the royalty amount as per the applicable rates, in terms of the lease agreement and had also filed returns with the authorities in time. Further, in the opinion of the company also the attachment is bad in law as attachment pertains to alleged unauthorized mining which is not a Scheduled Offence under the PMLA. Based on above and as per the advise of an expert the management believes that it has a creditable case in its favour.

@ (iii) During the year, the Company has received Order of Seizure dated March 24, 2023 from Assistant Director, Directorate of Enforcement, (Prevention of Money Laundering Act 2002 & Foreign Exchange Management Act, 1999) alleging contravention of provisions of FEMA on account of non-repatriation of foreign exchange (held outside India) to India and subsequent to the Balance Sheet date, the authority has attached Bank fixed deposits of H 109.55 crores. The Company believes that it has a creditable case in its favour and there will be no material impact of this on standalone financial statement.

Due to the restrictions in the type of investment that can be held by the gratuity and the pension fund regulation, it's not possible to explicitly follow on assets-liability matching strategy to manage risk actively.

The estimate of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotions and other relevant factors. The above information has been certified by the actuary and has been relied upon by the auditors.

45. The Company is primarily engaged in the business of manufacture steel products. In accordance with Ind AS 108 "Operating Segments", the Company has presented segment information on the basis of its consolidated financial statements

46. a) Pursuant to the Judgment dated 25.08.2014 read with Order dated 24.09.2014 passed by the Hon'ble Supreme Court the allocation

of the coal blocks, Gare Palma IV/1 (operational); Utkal B-1, Amarkonda Murgadangal, Gare Palma IV/6, Ramchandi, Urtan North and Jitpur (non-operational) to the Company/its joint ventures stand de-allocated. Prior to the said de-allocation by the Hon'ble Supreme Court, the Government had invoked bank guarantees provided by the Company to the extent of H 155 crore with respect to Ramchandi, Amarkonda Murhadangal, Urtan north and Jitpur Coal Blocks. These matters were contested by the Company at various levels and the invocation of the said bank guarantees had been stayed by the respective Hon'ble High Courts. Bank guarantees amounting to H 155 crore were earlier provided by the Company for the above mentioned four non- operational coal blocks. During the previous year, Office of Coal Controller has returned the bank guarantee amounting to H 16.59 crore related to the Jitpur coal block.

Pursuant to the said de-allocation by the Hon'ble Supreme Court and pending the decision/s of the Hon'ble High Courts on the challenge to the show cause notices issued by the Ministry of Coal, calling upon the Company to show cause as to why the delay in the development of the non-operational coal blocks should not be held as violation of the terms and conditions of the allocation letters of the said stated coal blocks, the respective Hon'ble High Courts have required the Company to keep the said Bank Guarantees alive. In the meantime, the invocation of the bank guarantees has been stayed by the Hon'ble High Courts.

The final adjudication of the subsequent show cause notices on the issue is pending before the Ministry of Coal and the Company believes that it has good case in its favour in respect to this matter and hence no provision is considered necessary.

b) During previous year, the Company has also won in the auction held, for the coal blocks at Utkal C, Utkal B1 and Utkal B2 in State of Odisha; and the Gare Palma IV/6 mine in Chattisgarh State. Execution of lease deeds in respect of these mines are pending.

d) Securities given

i) Fixed Deposits of H Nil (previous year H 1158.56 crore ) was under lien with banks against issue of letter of credit to Jindal Steel Odisha Limited (JSO), Wholly Owned Subsidiary.

ii) Capex LC facility of H4,000 crores sanctioned to JSO and amount outstanding as on 31st March, 2023 is H 3397 crores, is secured by way of:

1. Pledge/NDU over 100% shares of JSO held by the Company.

2. Pari passu charge over the cash flows with working capital lenders of the Company under TRA arrangement.

The above capex LC limit has been availed by the subsidiary Company for its project which is under implementation (wholly owned subsidiary Jindal Steel Odisha Limited)

iii) Rupee Term Loan facility of H 15,727 Crores availed/to be availed by JSO is secured by way of Corporate Guarantee from JSP, (Yet to be created as at 31st March 2023). The same is also be secured by way of Pledge of 51% of Equity shares and 100% of CCPS (Not yet created as at 31 March 2023).

iv) Capex LC facility of H 2,150 crores availed/to be availed by JSO is secured by way of Corporate Guarantee from JSP, amount outstanding as on 31st March 2023 is H 489.40 crores.

49. (i) Company has investment in its wholly owned subsidiary, Jindal Steel & Power (Mauritius) Limited ("JSPML") of H 575.73 crores in the form of equity shares and also in the form of loans amounting to H 13,022.02 crores as on March 31, 2023, JSPML in turn has investments in stepdown subsidiaries (incorporated in various countries) which are operating in the activities of coal mining (including subsidiaries in Australia which is engaged in coal mining), mining of iron ore and also some of the stepdown subsidiaries are holding mining assets which are under development stage. JSPML has been incurring losses and recorded loss of H 7,890.92 crores for the year ended March 31, 2023. The net worth of the Company JSPML has become negative by H 9,729.06 crores as on March 31, 2023 and auditors of JSPML have drawn attention in their audit report on "Going Concern Basis" issue.

(ii) During the year, the management of the Company has decided on prudent basis not to recognise interest w.e.f. July 1, 2022, and also made provision against outstanding interest of H 765.45 crores recoverable from JSPML. Further, considering the assessment carried out by an independent valuer and based on the report of a valuer, the Company had made provision for diminution in value against investment of H 444 crores (net of Deferred tax assets of H 131.73 crores) and also made provision against loan of H 4,904.48 crores (net of Deferred tax assets of H 1,772.39 crores (excluding provision made against foreign exchange fluctuation (net) of H 898.48 crores. In the opinion of the management the balance amount considered good is recoverable.

52. FINANCIAL RISK MANAGEMENT

The Company's principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to manage finances for the Company's operations. The Company's financial assets comprise investments, loan and other receivables, trade and other receivables, cash, and deposits that arise directly from its operations.

The Company's activities are exposed to market risk, credit risk and liquidity risk. In order to minimise adverse effects on the financial performance of the Company, derivative financial instruments such as forward contracts are entered into to hedge foreign currency risk exposure. Derivatives are used exclusively for hedging purposes and not as trading and speculative purpose. Further, this to be read with note 50a.

I. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at 31st March 2023 and 31st March 2022.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. The Company uses derivative financial instruments such as foreign exchange forward contracts of varying maturity depending upon the underlying contract and risk management strategy to manage its exposures to foreign exchange fluctuations.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regard to interest income and interest expenses and to manage the interest rate risk, the Company performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

Fair valuation of financial guarantees

Financial guarantees issued by the company on behalf of its overseas subsidiary have been measured at fair value through profit and loss

account. Fair value of said guarantees as at March 31, 2023 is Nil (March 31, 2022 H Nil) have been considered by the management on the basis

of valuation carried out by an independent professional.

Fair valuation techniques

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

1) Fair value of cash and deposits, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

2) Long-term fixed-rate and variable-rate receivables / borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values. For fixed interest rate borrowing fair value is determined by using the discounted cash flow (DCF) method using discount rate that reflects the issuer's borrowings rate. Risk of non-performance of the Company is considered to be insignificant in valuation.

3) The fair values of derivatives are estimated by using pricing models, where the inputs to those models are based on readily observable market parameters basis contractual terms, period to maturity, and market parameters such as interest rates, foreign exchange rates, and volatility. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement, and inputs thereto are readily observable from actively quoted market prices. Management has evaluated the credit and non-performance risks associated with its derivative counterparties and believe them to be insignificant and not warranting a credit adjustment.

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company transacts business primarily in Indian Rupees and US dollars. The Company has obtained foreign currency loans and has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk. Certain transactions of the Company act as a natural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies. For the remaining exposure to foreign exchange risk the Company adopts a policy of selective hedging based on risk perception of the management. Foreign exchange contracts are carried at fair value.

The Company hedges its exposure to fluctuations by using foreign currency forwards contracts on the basis of risk perception of the management.


(c) Commodity Price Risk

Commodity Price Risk is the risk that future cash flow of the Company will fluctuate on account of changes in market price of key raw materials.

The Company is exposed to the movement in price of key raw materials in domestic and international markets. The Company has in place policies to manage exposure to fluctuations in the prices of the key raw materials used in operations. The Company enters into contracts for procurement of materials, most of the transactions are short term fixed price contract and a few transactions are long term fixed price contracts.

II. Credit risk

Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.

The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is significant increase in credit risk, it considers reasonable and supportive forward looking information such as:

III. Liquidity Risk

Liquidity risk refers to risk of financial distress or extra ordinary high financing cost arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and require financing. The Company's objective is to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. Processes and policies related to such risk are overseen by senior management and management monitors the Company's net liquidity position through rolling forecast on the basis of expected cash flows.

55. IMPAIRMENT REVIEW

Assets are tested for impairment whenever there are any internal or external indicators of impairment.

Impairment test is performed at the level of each Cash Generating Unit ('CGU') or groups of CGUs within the Company at which the goodwill or other assets are monitored for internal management purposes, within an operating segment.

The impairment assessment is based on higher of value in use and value from sale calculations.

During the year, the testing did not result in any impairment in the carrying amount of assets except as disclosed in exceptional item (Refer Note 57).

The measurement of the cash generating units' value in use is determined based on financial plans that have been used by management for internal purposes. The planning horizon reflects the assumptions for short to- mid term market conditions.

Key assumptions used in value-in-use calculations:

• Operating margins (Earnings before interest and taxes)

• Discount Rate

• Growth Rates

• Capital expenditures

Operating margins: Operating margins have been estimated based on past experience after considering incremental revenue arising out of adoption of valued added and data services from the existing and new customers, though these benefits are partially offset by decline in tariffs in a hyper competitive scenario. Margins will be positively impacted from the efficiencies and initiatives driven by the Company; at the same time, factors like higher churn, increased cost of operations may impact the margins negatively.

Discount rate: Discount rate reflects the current market assessment of the risks specific to a CGU or group of CGUs. The discount rate is estimated based on the weighted average cost of capital for respective CGU or group of CGUs.

Growth rates: The growth rates used are in line with the long term average growth rates of the respective industry and country in which the Company operates and are consistent with the forecasts included in the industry reports.

Capital expenditures: The cash flow forecasts of capital expenditure are based on past experience coupled with additional capital expenditure required.

57. EXCEPTIONAL ITEMS INCLUDES :-

Exceptional items for the year ended 31st March 2023 of H 3,258.26 crores (Previous Year H 323.71 Crore) represents :

a) Gain of H 5,804.69 crores, against sale of stake (equity capital and preference investment) of the Company in Jindal Power Limited. Accordingly, fair value gain recognized earlier, on preference bonus shares of H 2,363.03 crores has been de-recognised under 'Other Comprehensive Income (Refer Note No.59);

b) In respect of JSPML (Refer Note No. 49): (i) provision against diminution in value against investment of H 575.73 crores and against loan of H 6,676.87 crores [excluding provision made against foreign exchange fluctuation (net) of H 898.48 crores]; (ii) provision against interest of H 765.45 crores; and (iii) provision made against exchange fluctuation (net) of H 898.48 crores.

c) Write off Capital work-in-progress/ project advances of H 146.42 crores.

58. The Company has filed legal suits /notices or in the process of filing legal case /sending legal notices / making efforts for recovery of debit balances of H 178.00 crore (PY. 2021-22 H 178.68 crore) plus interest, wherever applicable,which are being carried as long term /short term advances, trade receivables and other recoverable. Pending outcome of legal proceedings/Company 's efforts for recovery and based on legal advise in certain cases , the Company has considered aforesaid amounts as fully recoverable. Hence, no provision has been made in respect of these balances.

59. The shareholders of the Company had approved the sale of Company's entire 96.42% stake in equity capital and preference investment in Jindal Power Limited ('JPL' or 'Target Company') for a total consideration of H 7,401.29 crores, out of which (i) H 3,015 crores payable in cash, and (ii) the balance of H 4386.29 crores by inter corporate deposit and capital advance of H 1532.29 cores and H 2854 crores respectively extended by JPL to the company. On receipt of full cash consideration of H 3015 crore, the transaction has been concluded during the year and gain (exceptional item) on the above transaction is H 5,804.69 crores has been accounted for. Accordingly, fair value gain recognized earlier, on preference bonus shares of H 2,363.03 crores is de-recognized under 'Other Comprehensive Income'.

61. The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette in September 2020 which could impact the contribution by the Company towards certain employment benefits. The effective date from which the changes and rules would become applicable is yet to be notified. Impact of the changes will be assessed and accounted in the relevant period of notification of relevant provisions.

62. Balances of certain advances, creditors (including MSME) and receivables are in process of confirmation/reconciliation. Management believe that on reconciliation/ confirmation there will not be any material impact on statement of financial statements.

63. INFORMATION RELATED TO CONSOLIDATED FINANCIAL

The company is listed on stock exchanges in India, the Company has prepared consolidated financial as required under IND AS 110, Sections 129 of Companies Act, 2013 and as per the listing requirements. The consolidated financial statement is available on company's web site for public use.

64. OTHER STATUTORY INFORMATION

a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.

c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

d) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

66. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year's classification. Figures less than 50000 have been shown as absolute number.

67. Notes 1 to 67 are annexed to and form an integral part of financial statements.

e) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

f) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017

g) The Company is not declared wilful defaulter by and bank or financial institution or lender during the year.

h) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period except the charges yet to be created as stated in footnotes to note no. 22

i) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

j) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.

k) The title deeds of all the immovable properties, (other than immovable properties where the Company as the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date except as stated in footnote no 2 of note no. 5.

l) The Company does not have any transactions with companies which are struck off.

 
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SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail: varaprasad.challa@rlpsec.com
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