29 Apr 2017 | Livemint.com

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JSW ISPAT Steel Ltd.(Amalgamation)

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  • Vol: 1075827
  • BSE Code: 500305
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  • Vol: 12940583
  • NSE Code: JSWISPAT
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JSW ISPAT Steel Ltd.(Amalgamation) Accounting Policy

Corporate Governance Report: 

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company believes that Corporate Governance is closely linked to its core values and is associated with best practices, a fine blend of law, regulation and voluntary practices with the overall objective of protecting the interests of its stakeholders. The Company continues to focus on best practices in the area of Corporate Governance with specific emphasis on ensuring accountability and transparency.

The Company believes in Corporate Governance that is dynamic and continuously evolving. The Company has sought to institutionalize best governance practices to fulfill its corporate responsibilities. The Company is committed to a high level of transparency, accountability, integrity, ethical conduct and fairness and contributing towards the social and environmental growth of the surroundings in which it operates.

2. GOVERNANCE PRACTICES

The Company's Corporate Governance practices are driven by the ideology of transparency, integrity, ethical conduct, openness and fair reporting. The Company has adopted various measures with a view to ensure that its Corporate Governance philosophy is fully sustained.

The following policies and codes have been formulated:

a. Code of Conduct

The Company's Code of Conduct, which is required to be followed by the Board members and members of Senior Management (upto level of General Managers), is based on the principle that business should be conducted ethically, honestly and with integrity, to the exclusion of personal gains. The document also requires conduct of business in a professional manner directed towards maintaining and enhancing the reputation of the Company.

b. Code of Business Ethics

The Company's Code of Business Ethics, which applies to all its employees, encompasses responsibilities and obligations to customers, ensuring free competition, adopting fair methods in transactions with customers, vendors etc. and responsibilities to the society and country at large.

c. Business Policies

The Company's Business Policies ensure transparency of operations and accountability to its stakeholders.

The policies encourage and support professional development of employees, fair market practices and high level of integrity in financial reporting. The policies also seek to promote health, safety and quality of environment.

d. Prohibition of Insider Trading

The Company's Code of Conduct for prevention of Insider Trading, which applies to the Board Members and all officers and employees, seeks to prohibit trading in the securities of the Company based on insider or privileged information.

e. Risk Management

As a part of Enterprise Risk Management (ERM) process, a comprehensive Risk Management Policy has been framed and activated. The Risk Management Process involves setting risk management objectives, identifying, prioritizing and reporting risk events, scenario planning and analysis, identifying risk mitigation strategies and risk monitoring and reporting. The Company has formulated a comprehensive risk identification, assessment and minimization plan, which is subjected to periodic review and changes, if any. The risk management procedures involve, apart from identification of risks, defining risk ownership, integration of risks to avoid overlaps and a clearly defined risk oversight process. The procedures are clearly defined and subjected to periodic review by Internal Risk Management Committees. The Risk Management Committee of the Board of Directors also reviews implementation of mitigation plans, identification of new risk areas etc. The risk management procedures are also reviewed by the Board of Directors.

f. Safety, Health and Environment Policy 

 The Company firmly believes that health and safety is one of its prime concerns. The Company's Safety, Health and Environment Policy is aimed towards ensuring safety and health of its employees, customers, contractors and other stakeholders, by continuously enhancing safety and health standards in its activities, products and services. The Policy also seeks to achieve continuous improvement of environment by strengthening pollution prevention and control measures. With a view to fulfill its commitment to environmental protection, the Company periodically reviews challenging objectives and targets.

g. Equal Employment Opportunity

The Company is committed to a policy of equal employment opportunity and ensures no discrimination on grounds of race, colour, religion, sex, age or marital status.

h. Policy against Sexual Harassment

The Company is committed to provide a work environment in which every employee is treated with dignity, free from discrimination on grounds of sex. A comprehensive policy against sexual harassment has been formulated to deter sexually determined behavior. The Policy seeks all employees to reinforce maintenance of a work environment, free of sexual harassment.

i. Quality Policy

The Company is committed to achieving total customer satisfaction through the supply of quality products and services on time, as per mutually agreed specifications and terms. The Company achieves this goal through the team effort of its committed employees and by continuously elevating quality consciousness and concern for environment in all spheres of activity, in its prevailing responsive working atmosphere. 

j. Human Resource Development Policy

The Company's Human Resource Development Policy seek to enhance competitiveness and skills of employees, with a view to harness full potential of human capital. The policy also seeks to foster a culture of continuous learning and knowledge enhancement of employees at all levels through training, competency mapping and career development planning. The policy also seeks to ensure healthy work environment for all employees.

3. BOARD OF DIRECTORS

The composition of the Board of Directors is in total conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board presently comprises eleven Directors. Out of them, six are Independent Non-Executive Directors. The Chairman of the Board is a Non-Executive Director.

During the financial year ended 30th June, 2012 (financial year 2011-12), five Board meetings were held on the following dates:

22nd July, 2011, 27th August, 2011, 10th November, 2011, 8th February, 2012 and 12th May, 2012.

None of the Directors on the Board is a Member on more than ten Committees and Chairman of more than five Committees, as specified in the Clause 49 of the Listing Agreement, across all the Companies in which he is a Director.

During the financial year 2011-12, the Company did not have any material pecuniary relationship or transactions with its Non-Executive Directors apart from paying fees for attending meetings legal issues, significant labour matters, quarterly/annual financial results, reports and observations of Auditors, financial results of subsidiaries, significant transactions/ arrangements entered into by subsidiaries, as well as minutes of deliberations at the respective Committees of the Board. Minutes of the meetings of Board of Directors of the unlisted Indian Subsidiary Companies are also reviewed by the Board. Information as required under ~Annexure-lA to Clause 49 of the Listing Agreement is made available to the Board, every quarter. Secretarial Audit and Compliance Reports are also reviewed by the Board on a quarterly   of the Board and/or its Committee(s). None of the Independent Non-Executive Directors: 

a) are related to the promoters or persons occupying management positions at Board level or at one level below the Board;

b) has been an executive of the Company in the immediately preceding three financial years;

c) is a partner or an executive or was a partner or an executive during the preceding three years of the statutory auditors or internal auditors or legal/consulting firms having a material association with the Company;

d) is a material supplier, service provider or customer or lessor or lessee of the Company;

e) is a substantial shareholder of the Company i.e., owning 2% or more of the block of voting shares in the Company.

None of the Non-Executive Directors is holding any share in the Company as at 30'" June, 2012, except Mr. Vinod Mittal holding 6439076 Equity Shares (0.26%) and 523154 0.01% Cumulative Redeemable Preference Shares (0.11 %), Mr. Pramod Mittal holding 677576 Equity Shares (0.03%) and 281684 0.01% Cumulative Redeemable Preference Shares (0.06%), Mr. U Mahesh Rao holding 1000 Equity Shares (Nil%) and Mr Seshagiri Rao MVS holding 150 Equity Shares (Nil %).

None of the Directors of the Company are related to each other, except Mr Pramod Mittal and Mr Vinod Mittal, who are related to each other.

4. BOARD PROCEDURE

The Board of Directors decides management policies, approves strategies, oversees performances and corporate governance practices. The Board seeks to ensure that the corporate goals are met and seeks accountability with a view to ensure that the corporate mission is accomplished.

The Board reviews the Company's Business Plans, annual capital and operating budgets, strategies, performance of operations, schedule for implementation of capital projects, purchase/disposal of assets, risk assessment procedures and minimization plans, compliance of applicable statutory/regulatory requirements, major legal issues, significant labour matters, quarterly/annual financial results, reports and observations of Auditors, financial results of subsidiaries, significant transactions/ arrangements entered into by subsidiaries, as well as minutes of deliberations at the respective Committees of the Board. Minutes of the meetings of Board of Directors of the unlisted Indian Subsidiary Companies are also reviewed by the Board. Information as required under Annexure-lA to Clause 49 of the Listing Agreement is made available to the Board, every quarter. Secretarial Audit and Compliance Reports are also reviewed by the Board on a quarterly basis.

While reviewing compliance reports of applicable laws, the Board also takes suitable steps to rectify non-compliance, if any.

The agenda for Board meetings are sent in advance to all the Directors, accompanied by comprehensive notes and copies of related documents. Presentations are periodically made on global economic conditions, steel scenario/outlook, operational performance, financial results, status of projects under implementation, risk management procedures, corporate governance mandates etc.

The Company has an effective post-meetings follow-up mechanism in place. Action Taken Report on decisions taken at previous meetings of the Board / Committees are reviewed at the succeeding meetings of the Board/Committees.

5. AUDIT COMMITTEE

The Company has an independent Audit Committee constituted in terms of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

The terms of reference of the Audit Committee are, broadly, as under:-

i) Review of accounting policies, financial reporting processes and disclosure of financial information.

ii) Recommend to the Board appointment/re-appointment of Statutory Auditors, fixation of audit fees as well as fees for other services being rendered by them.

iii) Review quarterly/annual financial results and recommend the same to the Board.

iv) Review reports of internal auditors, concurrent auditors, special/branch auditors and management response thereto.

v) Review adequacy of internal control systems of the Company.

vi) Review annual plans of internal audit department, performance of statutory and internal auditors and adequacy of internal audit function, including structure of internal audit department etc.

vii) Review statutory compliances. 

The Audit Committee also undertakes review of such other matters as may be delegated by the Board from time to time.

Besides having access to all the required information from within the Company, the Committee can obtain external legal or professional advice, wherever required. The Committee can investigate any activity within its reference terms, seek information from any employee and also seek attendance of outsiders with relevant experience, if it so considers necessary. The Committee is empowered to review the appointment/re-appointment of Internal Auditors as well as remuneration payable to them and recommend the same to the Board.

The reports of Internal Audit Department, which carries out internal audit functions as well as reports of Branch Auditors and Management Auditors are reviewed by the Audit Committee. The Committee reviews adequacy of internal control systems with the Auditors as well as the Company. The Committee reviews with the Statutory Auditors their observations on accounts and accounting policies. The Committee engages in post-audit discussions with Statutory Auditors to ascertain areas of concern, if any.

The Committee also undertakes review of:-

i. Adequacy of internal audit functions including structure of Internal Audit Department;  

ii. Annual Audit Plans as well as comparison of actual performance with approved plans;

iii. Performance of Statutory Auditors as well as Internal Audit Department;

iv. Significant findings, if any, of Statutory Auditors, Internal Audit Department, Management Auditors as well as Branch Auditors;

v. Related party transactions, if any;

vi. Changes in accounting policies, if any;

vii. Major accounting entries involving estimates based on exercise of judgment by the management as well as significant adjustments, if any, made in financial statements arising out of audit findings;

viii. Audit Reports and Limited Review Reports of Statutory Auditors;

ix. Management discussion and analysis of financial condition and results of operation;

x. Reasons for substantial defaults, if any, in payments to lenders.

The Audit Committee reviews the quarterly and annual financial statements with the management before submission to the Board. The minutes of the Audit Committee Meetings are circulated to the Board, discussed and taken note of. Follow-up actions taken by the Company on the directions of the Audit Committee are also subject to subsequent review.

The Audit Committee presently comprises four members, all of whom are Independent Non-Executive Directors. The members of the Audit Committee possess relevant expertise in accounting/ financial management. Chairman of the meetings of the Audit Committee is an Independent Director.

The President and Company Secretary acts as the Secretary to the Committee.

Eight meetings of the Audit Committee were held during the financial year 2011 -12. The dates of the meetings are:

22nd July, 2011, 27th August, 2011, 10th November, 2011, (2 Meetings), 7th February, 2012 (2 Meetings), 11th May, 2012 and 12th May, 2012.

6. SHARE TRANSFER AND INVESTORS GRIEVANCE COMMITTEE

The Share Transfer and Investors Grievance Committee approves transfer of shares, consolidation / sub-division of shares, issue of duplicate shares and other allied matters. The Committee also looks into the investors' grievances pertaining to share transfers, dematerialization of shares, issue of duplicate shares and all other matters concerning shareholders/investors and gives direction from time to time for effective settlement of investors' grievances.

Four meetings of the Committee were held during the financial year 2011-2012. The dates of the meetings are:

21st July, 2011, 27th August, 2011, 10th November, 2011 and 7th February, 2012.

The Chairman of the Committee is an Independent Non-Executive Director. The Chairman of the Committee was present at the Annual General Meeting held on 2131 December, 2011.

Name and Designation of Compliance Officer:

Mr. T P Subramanian, President & Company Secretary is the Compliance Officer.

The minutes of the Share Transfer and Investors Grievance Committee Meetings are circulated to the Board, discussed and taken note of. During the year under review, 285 complaints were received from shareholders. All complaints were appropriately replied / resolved and there was no complaint pending to be resolved as at 30th June, 2012. No request for transfer of Equity Shares and 0.01% Cumulative Redeemable Preference Shares was pending as on 30th June, 2012. No request for dematerialization of Equity Shares and 0.01% Cumulative Redeemable Preference Shares was pending as on 30th June, 2012.

7. REMUNERATION COMMITTEE

The broad terms of reference of the Remuneration Committee are -as under:-

i) Review of Remuneration Policy in relation to Whole-time Directors.

ii) Recommend to the Board remuneration including salary, perquisites and commission to be paid to Whole-time Directors.

While reviewing the remuneration policy, the Committee takes into consideration the prevailing trend of executive compensation, across all sectors, Company's business activities and plans, background of concerned managerial personnel etc.

The Committee comprises two members, both being Independent Non-Executive Directors.

One meeting of the Remuneration Committee was held during the financial year 2011-2012 on 21st July, 2011.

Vacancy in the Committee shall be appropriately filled-up.

The Chairman of the Remuneration Committee was present at the Annual General Meeting held on 21st December, 2011. 

8. REMUNERATION POLICY

Non-Executive Directors of the Company are paid sitting fees of Rs. 20,000/- for attending each meeting of Board of Directors and Audit Committee of Directors and Rs 12,000/- for attending each meeting of other Committees of Directors. Besides sitting fees, the Non-Executive Directors are not paid any other remuneration or commission.

The Company pays remuneration to its Whole-time Directors in the form of a fixed component, comprising of salary, perquisites and allowances. No other benefits, bonuses or performance linked incentives are being paid to Whole-time Directors.

Payment of salary to Whole-time Directors is within the range approved by the Shareholders of the Company. Perquisites and allowances are paid as a percentage of salary, within the ceiling approved by the Shareholders. Commission (variable component), as calculated with reference to net profits of the Company in any financial year, is determined by the Board of Directors, based on the recommendation of the Remuneration Committee, subject to overall ceilings prescribed under Sections 198 and 309 of the Companies Act, 1956. Payment of commission is also subject to the overall limits as may be approved by the Shareholders.

Increase in salary is considered and approved by the Board, based on the recommendation of the Remuneration Committee. Approval of appropriate authorities, wherever required, is obtained.

While deciding the remuneration package of the Whole-time Directors, the following factors are considered:

a) Employment scenario, in general.

b) Company's business activities and expansion plans.

c) Size of Company's operations and its overall ranking in terms of assets employed, sales turnover, exports undertaken etc.

d) Prevailing trend of executive compensation across all sectors.

e) Background, experience etc., of the concerned managerial personnel.

9. OTHER COMMITTEES

In addition to the Committees mentioned hereinabove, the Board has constituted the following Committees:-

a) Project Management Committee

b) Risk Management Committee

c) Securities Issue Committee

d) Finance Committee

e) Negotiating Committee

a) Project Management Committee

The broad terms of reference of the Project Management Committee are as under:-

i) Overview implementation of various capital projects, including status of progress, critical areas affecting project implementation schedules etc.

ii) Overview financing of projects, capital expenditure budgets, project costs incurred etc.

Apart from the Committee Members, the meetings of Project Management Committee are also attended by Heads of respective projects, representatives of key contractors, project consultants etc.

Since the major projects, identified earlier, were completed, no meeting of the Project Management Committee was held during the financial year 2011 -2012.

b) Risk Management Committee

The broad terms of reference of the Risk Management Committee are as under:-

i) Review, periodically, all risk management and mitigation procedures adopted by the Company.

ii) Review, periodically:

• Adequacy of risk mitigation plans.

• Identification of root causes.

• Adequacy of coverage of risk indicators in mitigation plans.

• Status of risk mitigation plans. 

iii) Consider such other related matters as may be referred to by the Board.

Two meetings of the Risk Management Committee were held during the financial year 2011-12. The dates of the meetings are:

10th November, 2011 and 21st June, 2012. 

c) Securities Issue Committee 

The broad terms of reference of the Securities Issue Committee are as under:-

i) Decide on matters relating to creation, offer, issue and allotment of equity shares of the Company.

ii) Issue and allotment of Equity shares of the Company, from time to time.

iii) Resolve and settle all questions and difficulties in relation to creation, offer, issue and allotment of equity shares of the Company.

iv) Listing of Equity Shares of the Company with the Stock Exchanges.

v) Such other matters in connection with or incidental to the issue and allotment of equity shares of the Company.

vi) Fixed Deposits with Scheduled Commercial Banks.

vii) Fixed / Public Deposits with Companies accepting such Fixed/ Public Deposits under the provisions contained in Section 58A of Companies Act, 1956 and other relevant Acts/ Statutes.

viii) Mutual Fund Scheme(s)/ offering(s), including Units.

ix) Money Market Instruments including, but not restricted to, rated Commercial Paper(s), Certificate(s) of Deposits etc.

One meeting of Securities Issue Committee was held during the financial year 2011-12 on 18th May, 2012. 

d) Finance Committee

The broad terms of reference of the Finance Committee are as under:-

i) Avail credit/financial facilities of any description from Banks / Financial Institutions/Bodies Corporate upto an amount not exceeding Rs 1000 Crores, in the aggregate.

ii) Avail Credit/Financial facilities of any description from Banks/Financial Institutions for the purpose of re-financing the existing Credit/Financial facilities sanctioned to the Company. Credit/Financial facilities availed pursuant to this authority shall be to the extent of existing Credit/Financial facilities being re-financed.

iii) Invest and deal with any monies of the Company upon such security or without security in such manner as the Committee may deem fit and vary the terms of such investment and/or realize such investment(s), within the guidelines laid down by the Board of Directors.

iv) Make loans to Individuals/Bodies Corporate and/or to place deposits with other Companies/Firms upon such security or without security in such manner as the Committee may deem fit within the limits approved by the Board of Directors.

v) Open Current Account(s), Collection Account(s), Operation Account(s), or any other Account(s) with Banks and also to close any such accounts as the Committee may consider necessary and expedient.

vi) Review, periodically, the Business Plan and Financial Projections of the Company and modifications, if any, therein.

vii) Review, periodically, actual performance/achievement against Business Plan and Financial Projections. 

viii) Consider sale of any Fixed Asset subject to the condition that the book-value of the item of sale does not exceed Rs 1000 Lacs in value.

ix) Appointing attorneys/representatives to represent the Company before various authorities.

x) Fixing Record Date(s)/Book Closure Date(s).

xi) Review significant changes in statute(s) governing Corporate Governance policies/practices.

Five meetings of the Finance Committee were held during the financial year; 2011-12. The dates of the meetings are:-

19th December. 2011, 2nd March, 2012, 24th March, 2012, 2nd May, 2012 and 2nd June, 2012.

e) Negotiating Committee

The broad terms of reference of the Negotiating Committee are to negotiate, finalise and approve the terms of investment in JSW Energy Limited and the terms of the Energy Wheeling Agreement and do all such acts, deeds, etc., in connection therewith or incidental thereto.

No meeting of the Negotiating Committee was held during the year.

10. POSTAL BALLOT

The following Special Resolution was passed on 16th June, 2012, through Postal Ballot:-

Substitution of Clause II of the Memorandum of Association of the Company so as to change the place of Registered Office of the Company from the State of West Bengal to the State of Maharashtra. 

The above resolution was passed with the requisite majority. Out of the total votes cast, 98.93% of votes were cast in favour of the resolution.

Ms. Mamta Binani, Practising Company Secretary was appointed as Scrutinizer for conducting the Postal Ballot.

The Company has complied with the applicable provisions of Companies (Passing of the Resolution by Postal Ballot) Rules, 2011.

11. DISCLOSURES

a. The particulars of transactions between the Company and its related parties, as defined in terms of Accounting Standard 18, are set out in page nos. 57 to 61 of the Annual Report. However, these transactions are not likely to have any potential conflict with the Company's interest.

b. The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange Board of India (SEBI) and other statutory authorities on matters relating to Capital Markets during the last three years.

No penalties/strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years except for the following:

An order was passed on 31st March, 2004 and issued on 5th April, 2004, by SEBI. whereby the Company was instructed to be more careful in future and ensure compliance with the SEBI Act, Rules and Regulations framed there under and more specifically with the Code of Corporate Disclosures, while disclosing any information which may be construed to be price sensitive in nature. However, subsequently, an order was issued by Adjudicating Officer, SEBI on 1st December, 2005, levying a penalty of Rs 1 lac on the Company in the same matter.

The Company preferred an appeal against the said Order to Securities Appellate Tribunal (SAT) which was admitted and recovery of penalty was stayed during the pendency of appeal. At the hearing held on 12th September, 2007, SAT allowed the Company's appeal and the impugned Order of SEBI dated 1st December, 2005 was set aside.

Against the SAT order, SEBI has filed Special Leave Petition in Honorable Supreme Court. The Company has entered into appearance and the Special Leave Petition is yet to be admitted. 

c. A certificate from the Chief Executive Officer and Chief Finance Officer with regard to the Annual Audited Accounts for the financial year ended 30th June, 2012 was submitted to the Board, in compliance with Clause 49 of the Listing Agreement. The Certificate is annexed to this Report.

d. The Company has adopted and complied with all mandatory requirements under Clause 49 of the Listing Agreement.

e. The Company has adopted non-mandatory requirement under Clause 49 of the Listing Agreement to the extent relating to setting-up of Remuneration Committee. Please refer details provided under Section "Remuneration Committee'' of this Report.

12. MEANS OF COMMUNICATION 

i. Half yearly report sent to each household of shareholders

Since unaudited quarterly/half-yearly results are published in the newspapers and displayed on the Company's website, the same were not sent to each household of shareholders. 

ii. Quarterly results - which Newspapers normally Published in

Financial Express (English)

Sangbad Pratidin (Bengali) 

iii. Web sites where quarterly results are displayed

www.jswispat.in 

iv. Whether it also displays official news releases and presentation made to institutional investors or to the analysts?

No presentation made. 

v. Whether Management Discussion & Analysis is part of Annual Report?

Yes 

13. COMPANY'S CORPORATE WEBSITE

The Company's website is a comprehensive reference on its management, vision, mission, policies, products and processes, social responsibility initiatives, investor relations, updates and news.

14. GENERAL SHAREHOLDERS' INFORMATION

1. Annual General Meeting 

Day: Friday

Date: 28th December, 2012

Time: at 10.30 A.M.

2. Book Closure Date

20th December, 2012 to 27th December, 2012 (both days inclusive) 

3. Dividend Payment Date

Not Applicable since dividend not recommended / declared. 

4 Financial Calendar:

Year Ending:

June 30

Annual General Meeting:

November/December

Board Meeting for considering Un-audited Quarterly Results for first three-quarters of the financial year ending 30th June, 2013:

Within 45 days from the end of each quarter.

Board Meeting for considering Audited Results of the Company for the Financial Year ending 30th June, 2013

Within 60 days from the end of the financial year  

5. Listing on Stock Exchanges 

Equity Shares

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 023

The Calcutta Stock Exchange Limited

7 Lyons Range, Kolkata 700 001

0.01% Cumulative Redeemable Preference Shares 

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 023

The Calcutta Stock Exchange Limited

7 Lyons Range, Kolkata 700 001

Note: Annual Listing Fees for the year 2012-2013 have been duly paid to all the above Stock Exchanges. Annual Custody fees for the year 2012-2013 have been duly paid to National Securities Depository Ltd. and Central Depository Services (India) Ltd.

6. (i) 155112156 - 10% Cumulative Redeemable Preference Shares have been fully redeemed on 20th September, 2011.

(ii) 43199500 - 12% Cumulative Redeemable Preference Shares have been fully redeemed on 24th September, 2011.

7. Stock Market information

(i) Stock Code:

National Stock Exchange of India Ltd. 

Equity Shares of Rs. 10/- each: ISPATIND (Series EQ)

0.01% Cumulative Redeemable Preference Shares of Rs. 10/-each: ISPATIND (Series P1)

Bombay Stock Exchange Ltd.

Equity Shares of Rs. 10/- each: 500305

0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each: 700109 

The Calcutta Stock Exchange Ltd.

Equity Shares of Rs. 10/- each: 10019278

0.01% Cumulative Redeemable Preference Shares of Rs. 10/-each: 10019279 

(ii) ISIN Nos. of Oematerialised Shares

Equity Shares of Rs. 10/- each: INE 136A01022

0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each : INE 136A04034

8. Registrars & Transfer Agents

M/s Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai-400 078. Ph. Nos. 91-22-25946970-78

Fax Nos. 91-22-25946969

E-mail: rnt.helpdesk@linkintime.co.in (Registered with SEBI as Share Transfer Agent - Category I)

9. Share Transfer System

The Company's Equity Shares and 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each (0.01% CRPS) are admitted for dealings with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), under the Depositories Act, 1996. As such, facilities for dematerialization of the Company's Equity Shares and 0.01% CRPS are available vide ISIN No INE136A01022 and INE136A04034, respectively, at both the depositories.

To expedite the process of transfer, the Company has authorized M/s. Link Intime India Private Limited, Registrar & Share Transfer Agents, to effect the transfer, who attend to share transfer formalities at least once in a fortnight. In terms of the Rules and Regulation prescribed by SEBI and provisions of the Listing Agreement entered into with the Stock Exchanges, Share transfers in physical form are carried out and returned to the shareholders within 15 days from the date of receipt, subject to the transfer documents being valid and complete in all respects. Those who are desirous of holding their shares in the Company in electronic form have to approach their Depository Participant for dematerialization of their shares.

The Share Transfer and Investors Grievance Committee looks into issues relating to share transfers and investor grievances. The total number of such meetings of the share transfer committee held during the year under review was four (previous year - eight). Total number of Equity Shares physically transferred during the year were 45,013 (Previous Year - 1,88,009) and total number of 0.01% CRPS physically transferred during the year were 25,072 (Previous Year - 48,644). No transfer request was received during the year in respect of 10% Cumulative Redeemable Preference Shares and 12% Cumulative Redeemable Preference Shares.

10. Undelivered / Unclaimed Shares

18,450 Share Certificates in respect of 18,65,248 Equity Shares pertaining to 18,450 Equity Shareholders and 18,523 Share Certificates in respect of 12,52,935 - 0.01% Cumulative Redeemable Preference Shares (CRPS) pertaining to 18,523 CRPS holders are lying undelivered with the Company's Registrar & Share Transfer Agent, M/s. Link Intime India Pvt. Ltd. as at 30th June, 2012. The Company, after sending three reminders to the registered address of the shareholders, requesting for correct particulars to dispatch the undelivered share certificates, will be crediting the unclaimed shares to a Unclaimed Suspense Account to be opened by the Company for this purpose with one of the Depository Participants, if no response is received. Any corporate benefit in terms of securities accruing on such shares viz bonus shares, split etc. shall be credited to the said Unclaimed Suspense Account. The voting rights on these shares shall also remain frozen till the rightful owner of such shares claims the shares.

As and when the rightful owner of such shares approaches the Company at later date, the Company shall, after proper verification, either credit the shares lying in the Unclaimed Suspense Account to the demat account of the owner to the extent of the owner's entitlement, or deliver the physical certificates after rematerializing the same, depending on what has been opted by the owner.

11. Investor Grievance Redressal System

M/s. Link Intime India Private Limited, Registrars and Share Transfer Agents, in consultation with the Secretarial Department of the Company, handle all Investors' grievances. The Registrars have adequate skilled staff with professional qualifications and advanced computer systems for speedy redressal of investors' grievances. It is ensured that the total process of settlement of a complaint right from its receipt to disposal does not exceed 15 days.

Periodical Review meetings are held, at least once in a fortnight, between the officials of the Registrars & Share Transfer Agents and the Company to discuss the various issues relating to share transfer and other allied matters, dematerialization of shares, investors complaints etc.

The following e-mail ID of the Compliance Officer has been designated exclusively for registering complaints of the investors:

investorgrievance_cell@ispatind.com

The investors may send their grievance to the said e-mail address. The investors may also send their grievance to the e-mail address of the Company's Registrars and Share Transfer Agents, M/s Link Intime India Private Ltd., as under:-

rnt.helpdesk@linkintime.co.in   

12. Dematerialization of Shares and Liquidity 

 Approximately 99.34% of the Equity Shares has been dematerialized up to 30" June, 2012.

Trading in Equity Shares of the Company is permitted only in dematerialized form with effect from 08.05.2000 as per notification issued by the Securities and Exchange Board of India.

13. Plant Locations

1) Cold Rolling Mill & Coating Complex:

A-10/1 MIDC Industrial Area, Kalmeshwar441 501, Dist. Nagpur, Maharashtra.

2) Sponge Iron Plant:

Geetapuram, Dolvi 402 107, Taluka Pen, Dist. Raigad, Maharashtra.

3) Hot Strip Mill Plant:

Geetapuram, Dolvi 402 107, Taluka Pen, Dist. Raigad, Maharashtra. 

4) Blast Furnace Plant:

Geetapuram. Dolvi 402 107, Taluka Pen, Dist. Raigad, Maharashtra.

14. Address for Correspondence by Investors

JSW ISPAT Steel Limited

Tower A, 3rd Floor, DLF IT Park, 08 Major Arterial Road, Block AF, New Town, Kolkata-700 156.

Ph. No: 91-33-4000 2020

Fax No.: 91-33-4000 2021

E-mail: investorgrievance_cell@ispatind.com  

Unit-in-Charge

Unit: JSW ISPAT Steel Limited

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, LBS Marg. Bhandup (West), Mumbai 400 078.

Ph. Nos. 91-22-2594 6970-78 

Fax No 91-22-2594 6969

E-mail: mt.helpdesk@linkintime.co.in

Note: Shareholders holding shares in electronic mode should address all correspondence to their respective depository participants.