Private & Confidential – For Private Circulation Only (This … · 2013-02-15 · 1 Private & Confidential – For Private Circulation Only (This Information Memorandum is neither

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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus)

Registered Office: Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai 400 026.

Tel: (91 22) 2351 3000 Fax: (91 22) 2352 6400 Website: www.jsw.in

Contact Person: Lancy Varghese, Company Secretary Email: [email protected]

PRIVATE PLACEMENT OF 10,000 SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (NCDS) OF RS. 10,00,000/- EACH FOR CASH AT PAR AGGREGATING TO RUPEES 1000 CRORES

GENERAL RISKS

For taking an investment decision, investors must rely on their own examination of the Issue and the Information Memorandum including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

CREDIT RATING

“AA” by CARE for Rs.1000crores long term secured redeemable non-convertible debentures indicating “high safety for timely servicing of debt obligations and low credit risk”. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc

LISTING

The Secured Redeemable Non-Convertible Debentures (NCDs) are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE Limited (BSE)

REGISTRAR TO THE ISSUE

TRUSTSEE TO THE ISSUE

Karvy Computershare Private Limited Plot No. 17-24, Vittal Rao Nagar Madhapur Hyderabad 500 081 Tel: (91 40) 2342 0815/ 2342 0816 Fax: (91 40) 2342 0859 Contact Person: Mr. Murali Krishna Email: [email protected]

IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17 R. KamaniMarg, Ballard Estate, Mumbai 400 001 Tel: +91 22 4080 7004; Fax: +91 22 6631 1776 Email: [email protected]

mailto:[email protected]

http://images.google.co.in/imgres?imgurl=http://www.vrlgroup.in/imag/karvy.jpg&imgrefurl=http://www.vrlgroup.in/fd.html&usg=__RWjBuXxKAQJEwAEwPbUg6jf7mCE=&h=113&w=295&sz=13&hl=en&start=12&itbs=1&tbnid=H0jO1ide8VYGlM:&tbnh=44&tbnw=115&prev=/images?q=Karvy+Computershare+Private+Limited&hl=en&safe=active&gbv=2&tbs=isch



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Issue Time Table Issue Open Date January 18, 2013

Issue Closing Date January 18, 2013

Pay-in Date January 18, 2013

Deemed Date of Allotment January 18, 2013

The Company reserves the right to change the issue closing date and in such an event, the Deemed Date of Allotment for the Debentures may also be revised by the Company at its sole and absolute discretion. In the event of any change in the above issue programme, the investors will be intimated about the revised issue programme by the Company This schedule is issued underSEBI (Issue and Listing of Debt Securities) Regulations, 2008and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 for private placement and is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer.

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DISCLAIMER GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by JSW Steel Limited (the “Issuer”/ the “Company”). The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies). The Company certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue.ThisDisclosure Document should not be construed to be a prospectus or a statement in lieu of prospectusunder the Companies Act. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s)who have been addressed directly and specifically through a communication by the Company andonly such recipients are eligible to apply for the Debentures. All investors are required to comply withthe relevant regulations/guidelines applicable to them for investing in this Issue. The contents of thisDisclosure Document are intended to be used only by those investors to whom it is distributed. It isnot intended for distribution to any other person and should not be reproduced by the recipient. The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regardingthe contents of this Information Memorandum and shall not reproduce or distribute in whole or part ormake any announcement in public or to a third party regarding the contents without the consent of theIssuer. Each person receiving this Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additionalinformation considered by it to be necessary to verify the accuracy of or to supplement the informationherein; and such person has not relied on any intermediary that may be associated with issuance ofDebentures in connection with its investigation of the accuracy of such information or its investmentdecision.The Issuer does not undertake to update the Disclosure Document to reflect subsequent events afterthe date of the Disclosure Document and thus it should not be relied upon with respect to suchsubsequent events without first confirming its accuracy with the Issuer.Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall,under any circumstances, constitute a representation or create any implication that there has been nochange in the affairs of the Issuer since the date hereof.This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer orsolicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to anyperson to whom it is unlawful to make such an offer or solicitation. No action is being taken to permitan offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction wheresuch action is required. The distribution of this Disclosure Document and the offering and sale of theDebentures may be restricted by law in certain jurisdictions. Persons into whose possession thisDisclosure Document comes are required to inform themselves about and to observe any suchrestrictions. The Disclosure Document is made available to investors in the Issue on the strictunderstanding that the contents hereof are strictly confidential. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this document. DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of

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investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the BSE Limited (hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. DISCLAIMER OF THE ARRANGER It is advised that the Company has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms in this Disclosure Document. The role of the Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Disclosure Document as prepared by the Company. The Arranger has neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Disclosure Document. The Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors in the Debentures to be issued by the Company on private placement basis. It is to be distinctly understood that the aforesaid use of this document by the Arranger should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Arranger; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. The Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

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TABLE OF CONTENTS

SUMMARY INFORMATION OF THE COMPANY .................................................................................................. 8

BRIEF SUMMARY OF THEBUSINESS / ACTIVITIES OF ISSUER ........................................................................... 10

BRIEFHISTORY OF ISSUER SINCE ITS INCORPORATION .................................................................................... 15

SECURITIES TO BE ISSUED AND LISTED UNDER CURRENT DOCUMENT ............................................................ 43

MATERIAL DEVELOPMENT .............................................................................................................................. 44

DEBT SECURITIES ISSUED FOR CONSIDERATION OTHERWISE THAN IN CASH .................................................. 44

UNDERTAKING TO USE A COMMON FORM OF TRANSFER .............................................................................. 44

REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION ...................................................... 44

TERMS OF OFFER ............................................................................................................................................ 44

DISCOUNT ON THE OFFER PRICE ..................................................................................................................... 51

SERVICING BEHAVIOUR OF THE EXISTING DEBTS ............................................................................................ 51

PERMISSION AND CONSENT FROM THE CREDITORS. ...................................................................................... 51

RATING RATIONALE ADOPTED BY RATING AGENCIES. .................................................................................... 52

LISTING OF DEBENTURES ................................................................................................................................ 52

UNDERTAKING BY THE COMPANY .................................................................................................................. 52

ANNEXURE 1 – RATING LETTER ANNEXURE 2 – CONSENT LETTER FROM DEBENTURE TRUSTEE

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ABBREVIATIONS & TECHNICAL TERMS In this Information Memorandum, the terms “we”, “us”, “our”, “the Company” or “JSWSL”, unless the context otherwise implies, refer to JSW Steel Limited. All references to “Rs.”or “INR” refer to Rupees, the lawful currency of India, “USD” or “US$” refer to the United States Dollar, the lawful currency of the United States of America, references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lac” mean “100 thousand” and the word “million” means “10 lakh” and the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or “100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. General Terms and Abbreviations “JSW Steel Limited ” / “Company” / “Issuer”

JSW Steel Limited a Company Registered under the Companies Act, 1956 and having its Registered Office at ‘Jindal Mansion’, 5A Dr. G DeshmukhMarg, Mumbai - 400026

Articles Articles of Association of the Company Board Board of Directors of the Company or a Committee thereof CDSL Central Depository Services Limited Debentureholder The holder of the Debentures Debentures Secured, Redeemable, Non-Convertible Debentures Depository/ ies NSDL and/or CDSL DP Depository Participant DRR Debenture Redemption Reserve FY Financial Year I.T. Act The Income-tax Act, 1961 as amended from time to time Issue Private Placement of 10,000 Debentures of Rs. 10,00,000/- each for cash at

par aggregating to Rs.1000 crores Memorandum Memorandum of Association of the Company NSDL National Securities Depository Limited Offer Document/ Document This Offer Document through which the Debentures are being offered for

private placement RBI The Reserve Bank of India Registrar Karvy Computershare Private Limited SEBI Securities and Exchange Board of India constituted under the Securities and

Exchange Board of India Act, 1992 (as amended from time to time) SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt

Securities)Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878dated June 06, 2008 and Securities and Exchange Board of India (Issue andListing of Debt Securities) (Amendment) Regulations, 2012 issued videnotification No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012) asamended from time to time.

The Act The Companies Act, 1956 (as amended from time to time) Trustees Trustees for the Debentureholders

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Company and Industry Terms and Abbreviations CRCA Cold Rolled Close Annealed

Downstream Shall collectively refer to the manufacturing facilities of the Company located at Tarapur, Maharashtra and Vasind, Maharashtra

Euro Coke Euro Coke & Energy Private Limited Euro Ikon Euro Ikon Iron & Steel Private Limited HR Hot Rolled JPL JSW Power Limited JPOCL Jindal Praxair Oxygen Company Private Limited, a company incorporated

under the Companies Act and having its registered office at Vidyanagar, Bellary, Karnataka

MTPA Million Tonnes per Annum MW Mega Watt SAIL Steel Authority of India Limited Upstream Shall mean the manufacturing facility of the Company located at Toranagallu,

Bellary, Karnataka

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SUMMARY INFORMATION OF THE COMPANY Name and Address of the Registered Office of the Company Name: JSW Steel Limited Registered Office: Jindal Mansion, 5A, Dr. G. DeshmukhMarg, Mumbai 400 026 Corporate Office: Jindal Mansion, 5A, Dr. G. DeshmukhMarg, Mumbai 400 026 Compliance Officer & Company Secretary of the Company Mr. Lancy Varghese Add: The Enclave, Behind Marathe Udyog Bhavan New Prabhadevi Road, Prabhadevi Mumbai-400 025 Ph:+91 22 67838000 Fax:+91 22 67848651 Email id:[email protected] Chief Financial Officer Mr. Rajeev Pai Chief financial Officer JSW Steel Ltd Jindal Mansion, 5A Dr G DeshmukhMarg Mumbai 400026 Trustees IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17 R. KamaniMarg, Ballard Estate, Mumbai 400 001 Tel: +91 22 4080 7004; Fax: +91 22 6631 1776 Email: [email protected] Registrar

Karvy Computershare Private Limited Plot No. 17 to 24, VittalraoNagar,Madhapur Hyderabad 500 081 Tel: (91 40) 2342 0815/ 2342 0816 Fax: (91 40) 2342 0859 Contact Person: Mr. Murali Krishna Email: [email protected]




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Credit Rating Agency CREDIT ANALYSIS & RESEARCH LTD 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022. Tel: +91-022- 6754 3456 Fax: +91-022- 6754 3457 e-mail: [email protected] Statutory Auditors of the Company: M/s. Deloitte Haskins & Sells Add: Indiabulls Finance Centre, 32nd Floor, Tower 3, SenapatiBapatMarg, Elphinstone Mill Compound, Elphinstone (W), Mumbai - 400 013, India. Email id: [email protected]



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BRIEF SUMMARY OF THEBUSINESS / ACTIVITIES OF ISSUER Brief Overview

JSW Steel Ltd., belonging to JSW group, part of the O P Jindal Group, is one of the lowest cost steel producers in the world. The group has diversified interest in mining, carbon steel, power, industrial gases, port facilities, Aluminium, Cement and Information Technology. JSW Steel Limited is engaged in manufacture of flat and long products viz. H R Coils, C R Coils, Galvanised products, Galvalume products, auto grade / white goods grade CRCA Steel, Bars and Rods. Incorporated in 1994, it has grown to US $ 10billion in little over fifteen years. JSW Steel Limited is one of the largest producers and exporters of coated flat products in the country with presence in over 100 countries across five continents.

JSW Steel offers the entire gamut of steel products – Hot Rolled, Cold Rolled, Galvanized, Galvalume, Pre-painted Galvanised, Pre-painted Galvalume, TMT Rebars, Wire Rods & Special Steel Bars, Rounds& Blooms. The Company has manufacturing facilities at Toranagallu in Karnataka, Vasind & Tarapur in Maharashtra and Salem in Tamil Nadu. During FY10-11 JSW Steel under a 50:50 Joint Venture with UK Based Severfield Reeve Structures set up a speciality steel plant for building structures at Vijaynagar. It has established a strong presence in the global value-added steel segment with the acquisition of steel mill in US. JSW Steel has also formed a joint venture for setting up a steel plant in Georgia. The company has also acuquired iron ore mines in Chile and coal mines in US with an aim to increase backward integration.JFE Steel Corporation, Japan (JFE) acquired a 14.78% equity stake in JSW Steel in July 2010 and 1.38% by way of GDR holding for an aggregate of Rs 5,400 crores. The two companies entered into general technical assistance agreements whereby JFE would share its manufacturing technology and operational best practices. The collaboration helps the Company to achieve operational excellence and also move up in the value chain with access to cutting-edge technology.

JSW Steel has acquired a 49.30% stake in Ispat Industries Ltd (now renamed as JSW Ispat Steel Limited) at a total investment of Rs 2,357 crores.The Boards of Directors of JSW Steel and JSW Ispat, in their respective meetings held on September 1, 2012, approved the merger proposal. The exchange ratio recommended by the Valuers and approved by both the boards is 1 (one) equity share of JSW Steel to be issued for every 72 [seventy two] equity shares of JSW Ispat.The two companies have cemented their alliance by announcing the merger of JSW Ispat with JSW Steel. The merger completes the integration of the two businesses and enables the full realization of strategic benefits resulting from the combination. Company has received requisite approvals from the Stock Exchanges and Competition Commission of India. Court Convened meeting of equity and preference shareholders shall take place on January 30, 2013.

Existing Production Facilities JSW Steel (Upstream) Vijayanagar(Karnataka): Integrated steel plant with existing steel making installed capacity of 10.0 MTPA (crude steel) Salem (Tamil Nadu): Integrated steel plant with installed crude steel capacity of 1.0 MTPA. Specializes in the manufacture of high grade, value-added rolled long products with critical applications in the automobile and heavy engineering sectors JSW Steel (Downstream) Vasind and Tarapur (Maharashtra): Includes 1.0 MTPA of cold-rolling capacity, 0.9 MTPA of galvanized / galvalume products, 0.23 MTPA of color coating lines and 0.32 MTPA of hot rolled plates. These units provide a wide product range (HR plates, Galvanized plain and corrugated products and color-coated products) for multi-sectoral applications

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Pipes and Plates Baytown (USA): Installed capacity of 1.2 mio Net Tons of slab feed capacity and 0.55 mio Net Tons of pipes JSW Ispat

- JSW Ispat is involved in the production of galvanized/galvalume sheets, cold and hot rolled coils, pipes and tubes etc.

- JSW Ispat has two plants, integrated steel plant located at Dolvi (3.3 MTPA steel plant) and value added facility located Kalmeshwar (0.33 MTPA cold rolling) in the state of Maharashtra. The Dolvi facility includes a blast furnace of 2 mtpa, a sponge iron plant of 1.6 mtpacapacity and sinter plant of 2.8 mtpa capacity.

- JSW Ispat also has an in-house jetty with a cargo handling capacity of 12 MTPA.

Key Credit Highlights

- Amongst the largest steel manufacturers in India - JSW Steel has a steel manufacturing capacity of 11 MTPA and JSW Ispat has a capacity of 3.3 MT

wherein JSW Steel holds 49.3%. - JSW Steel’s Over All market share in domestic market increased to 9%. (Source FY 12 Annual report

Page 2) - Marketed 4.27 million tonnes of HR products against 3.06 million tonnes in 2010-11 a growth of

40%.(Source FY12 Annual report Page 68) - Marketed 1.68 million tonnes of CR products against 1.64 million tonnes in 2010-11 a growth of

2%(Source FY 12 Annual report Page 68) - Sales volume of long products increased 38% from 1.06 million tonnes in 2010-11 to 1.46 million

tonnes in 2011-12 & that of coated products increased 13% from 0.86 million tonnes in 2010-11 to 0.97 million tonnes in 2011-12(Source FY 12 Annual report Page 68& 69)

Capacity benchmarking (MTPA)

Note: JSW capacity also includes 3.3 MTPA capacity under JSW Ispat (JSW Steel holding 49.3%) Capacity for Tata Steel and Essar steel includes only domestic capacity. International capacity is not included Source: Annual report FY2012 for Tata Steel (page 28) and SAIL (page 27). Essar steel press release dated Jan 18, 2012. Efficient operations JSW Steel was also ranked as the 6th ‘World Class Steelmaker’ out of 35 companies globally by World Steel Dynamics in June 2012. It achieved the topmost ranking amongst Indian Steelmakers ahead of competitors such as SAIL, Tata Steel, Essar Steel and Vizag Steel. The ranking was assigned on account of various parameters including conversion costs and yields, expanding capacity, location in high-growth markets, labour cost etc.

11.0 13.8

10.0

6.8

3.3

JSW Steel + Ispat SAIL Essar Tata Steel

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Strong execution track record

- JSW Steel has a strong track record of commissioning its projects in record time at a low cost and also ensures that these assets produce at rated capacity as quickly as possible.

- The Company has grown from 3.8 MTPA in capacity and Rs 8,554.36 cr in net revenue in FY 2007 to 11 MTPA in capacity and Rs32,060.47 cr in net revenue in FY 2012

- Cost efficiencies have led to reduced specific investment cost per ton of capacity expansion over the years

- Completed 3.2 MTPA capacity addition at low specific investment cost per ton - All projects are implemented by in-house experienced management team, which facilitates lower

cost and faster implementation - Team comprises of cross-functional members from different departments to bring diverse skills and

capabilities to supplement the core project management team - JSW has maintained its focus on the use of latest technology for all its projects. JSW sources

technology for its projects from world renowned companies such as Bao Steel (China), SMS Siemag (Germany), Metso Minerals (Germany), Shanghai Electric (China) and Cimprogetti (Italy)

- In addition, the collaboration between JSW and JFE involves a general technology assistance agreement which encompasses all facets of steel making and processing from raw material handling to rolling mills including energy control and savings, a technical assistance agreement to set up a cold rolling mill and a foreign collaboration agreement focusing on the manufacture of high-end auto-grade steel

Lowest conversion cost amongst Indian peers Conversion costs for JSW Steel are amongst the lowest in the world and are driven primarily by:

- Improving labor productivity over the years with the employee costs of JSW Steel being amongst the lowest in the industry (employee cost as a % of revenue being ~1.95% for JSW Steel on standalone basis (page 105 of Annual report 2012) vs. ~9% for Tata Steel on standalone basis (page 143 of Annual report 2012) and ~17% for SAIL on standalone basis (page 37 of Annual report 2012) in FY2012

- Low stores and other maintenance costs led by relatively newer and efficient plants - Lower energy costs on account of captive power - Unique blend of Corex and Blast Furnace technology resulting in high waste utilization of over 85% - With sustainably-low conversion costs, the Company is able to retain meaningful competitive

advantage versus its Indian peers. Dynamic response to market conditions

- Flexibility in shifting focus from Export to Domestic Market and OEM to Retail depending on market conditions

- Optimization of coal mix resulting in partial replacement of high cost coking coal - Setting up of Beneficiation plant to process low Fe content iron ore available at low cost - Strategically located manufacturing facilities in South and West India with easy access to ports on

both west and east coast

Diversified product profile

- Complete suite of carbon steel products comprising of Slabs, HR Coils, HR plates, cold rolled products, galvalume / galvanised products and colour coated products in flat segment and Billets / Blooms, wire rods and bar rods in long segment.

- Range of products offered has increased in the last two years with the addition of CRCA – auto grade products, long products such as wire rods, bars and HR products of varied dimensions and high quality

- Increased diversification with a range of value added products including medium / high carbon steels, high tensile and HSLA grades for Auto sector, API grade steels for Oil & Gas sector and forging quality steels for Auto application

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- Diverse product profile enables the company to withstand the vagaries of steel price fluctuations resulting in more stable cash flows

Strong market position

- JSW is amongst the leading steel producers in the domestic market with a strong position in South India

- Widespread geographical reach in domestic and international markets - Increasing market share in the strong rural and semi-urban segment through increased retail

presence via JSW Shoppe - JSW plans to expand its retail footprint by establishing 600 exclusive JSW Shoppes in the country by

2015 to ensure easy availability of quality and branded steel in all its markets Experienced management

- Operating track record of successfully managing the business through business cycles - Management team with extensive industry experience - Sound corporate governance in line with best industry practices

Competition: The Indian steel industry is highly competitive. As an integrated steel manufacturer in India,the Company competes to varying degrees with other Indian integrated steel manufacturers, including Steel Authority of India Limited, Tata Steel Limited, Essar Steel Limited and Ispat Industries Limited(Now JSW Ispat Steel ltd). These major integrated producers produce most of the flat steel products in India including hot rolled coils, cold rolled coils, pre-painted galvanised products and galvanised steel and account for most of the steel production in India. These major integrated producers also produce a small proportion of long products and other kinds of niche steel products. In addition to these major integrated producers, the Company also competes with certain non-integrated steel producers, which manufacture value-added steel products. The Company also expects increasing competition from international steel producers due to the increasing consolidation in the steel industry worldwide. A number of the Company’s international competitors may have greater financial and other resources and some have announced plans to establish manufacturing operations in India. The Company may also face competition from new companies that are emerging which may attempt to obtain a share in its existing markets, including imports from international players. Recent Update on iron ore situation in Karnataka

• The Supreme Court has accepted the CEC recommendations regarding Category A mines and permitted 13 mines in the Category A, to resume mining operations, subject to having all statutory clearances. Upon approval of R&R plans by CEC, 4 mines (capacity 2 mtpa) have restarted production. 8 mines (capacity 3.5 mtpa) are in various stages of obtaining approval and expected to commence production during January 2013.

• Going forward, the iron ore availability is expected to further improve if Category B mines are permitted to operate. R & R plans for 3 mines in Category B are already approved. However, the Supreme Court has stipulated certain conditions for category B mines to consider recommencement of mining. Further hearing on Category B mines is scheduled during January 2013.

• Apart from e-auctions, the company has also been sourcing small quantities from nearby states such as Orissa and Jharkhand.

• The company is on track to meet its production target of 8.50 million tonnes for FY 2013 through the existing inventory, further procurement of low grade iron ore lying in the stock pile, iron ore continued to be mined by NMDC, the category A mines expected to be operational soon and procurement from the nearby states. The company already produced 4.31 million tonnes of crude steel from April 2012 to September 2012.

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Key operational and financial parameters for the last 2 audited years on standalone basis:

(Rs. in Crores) Parameters

31-03-2012 (Audited) 31-03-2011 (Audited)

For Non-Financial Entities Networth 18,497.49 17,225.27

Total Debt 15,930.02 11,951.34 of which – Non Current Maturities of Long Term Borrowing 11,528.09 8,867.90 – Short Term Borrowing 774.13 1,879.43 – Current Maturities of Long Term Borrowing

3,627.80 1,204.01 Net Fixed Assets 29,594.39 26,810.21 Non Current Assets (Excluding Net Fixed Assets) 6,650.11 5,813.90 Cash and Cash Equivalents 2,956.02 1,886.80 Current Investments 201.22 267.00 Current Assets (Excluding Cash and Cash Equivalents and Current Investment) 11,189.37 6,780.47 Current Liabilities (Excluding Short Term Borrowing and Current Maturities of Long Term Borrowing and including other long term liabilities and long term provision ) 13,151.51 10,064.73 Net sales 32,060.47 23,124.57 EBITDA (Before Exceptional Item) 5,810.10 5,021.41 EBIT (Before Exceptinal Item) 4,101.93 3,642.70 Interest 1,186.41 854.17 PAT 1,625.86 2,010.67 Dividend amounts (Including preference dividend and Dividend Tax) 226.92 350.09 Current ratio 1.09 0.89 Interest coverage ratio 3.46 4.25 Gross debt/equity ratio 0.86 0.69 Debt Service Coverage Ratios 3.46 2.39 GROSS – DEBT EQUITY RATIO Ass on 30th September 2012 Before the issue of debt securities 0.87 After the issue of debt securities 0.92 Debt Equity Ratio is on Standalone Basis. • Debt means aggregate of Long term and Short Term Borrowings as per published financials. • Equity means Share Capital of company plus Reserves and Surplus.

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BRIEFHISTORY OF ISSUER SINCE ITS INCORPORATION

(i) Details of Share Capital as on Last Quarter end i.e. September 30, 2012:

Rs in crores As on 30.09.2012 Amount 1. SHARE CAPITAL A. Authorised Share Capital: Equity Shares - 200 Crore shares of Rs. 10 each 2000.00 Preference Shares - 100 Crore shares of Rs. 10 each 1000.00 B. Issued, Subscribed & Paid up: 22,31,17,200 Equity Shares of Rs. 10 each fully paid up 223.12 Equity Shares Forfeited (Amount originally paid up) 61.03

27,90,34,907 10% Cumulative Redeemable Preference Shares of Rs. 10 each fully paid up 279.03

Total 563.18 (ii) Details of changes in capital structure as on last quarter end i.e. September 30, 2012, for the last five years: There has been no change in the Authorised Share Capital of the Company during the last five years.

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Equity Share Capital History of the Company as on Last Quarter End (i.e. September 30, 2012), since incorporation

Date of Allotment

No of Equity Shares

Face

Value

(Rs)

Issue Price (Rs)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative Remarks No of

equity shares

Equity Share Capital (Rs)

Equity Share Premium (in

Rs)

09.08.1994 1980700 10 10 Cash Pre-

Public Issue Allotments

1980700 19807000 - -

07.10.1994 3354450 10 10 5335150 53351500

- -

01.02.1995

260000000 10 10 Cash

Public Issue Allotment

265335150

2653351500

- -

07.02.1995

50000000 10 10 31533515

0 315335150

0 - -

08.02.1995

89664850 10 10 40500000

0 405000000

0 - -

01.02.1995

48276000 10 10 45327600

0 453276000

0 - -

08.02.1995

41724000 10 10 49500000

0 495000000

0 - -

15.03.1995

205220000 10 10 70022000

0 700220000

0 - -

15.04.1995

474780000 10 10 11750000

00 117500000

00 - -

07.12.1999 8601900 10 10 Cash Preferen

tial 11836019

00 118360190

00 - -

16

16.12.1999 6514860 10 10 Allotmen

t 11901167

60 119011676

00 - -

27.12.1999

11551100 10 10 12016678

60 120166786

00 - -

30.10.2000

126000000 10 10 13276678

60 132766786

00 - -

16.11.2000

170450000 10 10 14981178

60 149811786

00 - -

Less: Equity Shares forfeited on 30.11.2000 for non payment of Call Money = 206978250

1291139610

12911396100

- -

18.05.2001 51400 10 10 Cash Add:

Forfeited Shares( for non payment of call money) Annulled

1291191010

12911910100

- -

27.10.2001 62800 10 10 12912538

10 129125381

00 - -

18.01.2002 29900 10 10

1291283710

12912837100

- -

27.03.2002 353410 10 10

Less: Shares forfeited for non payment of Allotment Money

1290930300 12909303000

-

30.05.2002 9900 10 10 Cash Add:

Forfeited Shares Annulled

1290940200

12909402000

- -

23.08.2002 3000 10 10 12909432

00 129094320

00 - -

29.10.2002 24300 10 10 12909675

00 129096750

00 - -

11.03.2003 30500 10 10 12909980

00 129099800

00 - -

22.10.2003 17500 10 10 12910155

00 129101550

00 - -

27.07.2004 73200 10 10 12910887

00 129108870

00 - -

31.01.2005 8425 10 10 12910971

25 129109712

50 - -

A 56485500

Equity Capital after Re- Organisation (28.02.20 56485500 56485500

-

17

05)

B 28555142

Add: Equity shares issued upon conversion of debt into Equity 85040642 85040642

-

C 43998500

Add: Equity shares issued to JISCO Shareholders

129039142 129039142

-

22.07.2005 394 10 10 Cash Annulmen

t 12903953

6 129039536

- -

20.10.2005 101 10 10 Cash Annulmen

t 12903963

7 129039637

- -

30.11.2005

17992837 10 - -

Merger of JPL, EURO

COKE, EURO IKON

147032474 147032474

- -

16.01.2006 9943043 10 160 Cash

Conversion of

warrants into equity

156975517 156975517 1491456450

-

20.04.2006 2096 10 10 Cash Annulmen

t 15697761

3 156977613 - -

24.07.2006 402 10 160 Cash

Annulment on

24.07.06 - Conversio

n of warrants of 2096 shares

156978015 156978015 60300

-

19.10.2006 132 10 10 Cash Annulmen

t 15697814

7 156978147 - -

22.01.2007 661 10 10 Cash Annulmen

t 15697880

8 156978808 - -

20.03.2007 5 10 160 Cash

ANNULLMENT ON

20.03.07 - Conversio

n of warrants

of 132 shares

156978813 156978813 750

-

18

20.03.2007 7000000 10 272 Cash

CONVERSION OF WARRANTS SERIES-A INTO EQUITY

163978813 163978813

1834000000 -

04.01.2008 33799 10 953.40 Cash

Conversion of FCCB

164012612 164012612

31885977 -

28.01.2008 311 10 10 Cash ANNULL

MENT 16401292

3 164012923 - -

28.03.2008 8000000 10 272 Cash

CONVERSION OF WARRANTS SERIES-B INTO EQUITY

172012923 172012923 2096000000

-

28.03.2008

15035712 10 10 Cash

MERGER OF SISCOL (EQUITY SHARES TO SISCOL SHAREHOLDERS)

187048635 187048635 -

-

31.07.2008 47 10 10 Cash

ANNULLMENT ON 31.07.2008 - Conversion of warrants of 47 shares

187048682 187048682 7050

-

08.10.2010

32004798 10 1500 Cash

Conversion of FCDs of JFE Steel Corporation

219053480 219053480

47687149020

-

14.12.2010 977906 10 1500 Cash

Equity Shares to JFE Steel Corporation

220031386 220031386

1457079940

-

14.12.2010 3085814 10 1500 Cash

GDRs to JFE Steel Corporation

223117200 223117200

459786286

0

-

Total 223117200

19

iv Details of any Acquisition or Amalgamation in the last 1 year i.e. w.e.f. 01-04-2011 to 31-03-12

There has been no acquisition or amalgamation in the last 1 year i.e. w.e.f. 01-04-2011 to 31-03-12

v Details of any Reorganization or Reconstruction in the last 1 year:

Type of Event Date of Announcement

Date of Completion Details

Nil

vi Details of the Shareholding of the Company as on the latest quarter end i.e. September 30, 2012:

i. Shareholding Pattern of the Company as on September 30, 2012

Sr.No

Particulars Total No of Equity shares

No of Share in Demat Form

Total Shareholding as % of total no of

equity share

1. Promoter 8,48,93,126 8,48,93,126 38.05

2. Institutions 5,78,14,988 5,77,51,172 25.91

3. Non-Institutions 8,04,09,086 7,60,36,692 36.04

Total: 22,31,17,200 21,86,80,990 100.00

Note: 4,20,60,673 (18.85%) Shares are pledged or encumbered by the promoters.

ii. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. on Sept. 30, 2012:

Sr.No Name of the Shareholders Total No of Equity Shares

No of shares in demat form

Total Shareholding as % of total no of

equity share 1 JFE Steel International Europe B.V. 3,60,68,518 3,60,68,518 16.17 2 Jindal South West Holdings Ltd. 1,72,84,923 1,72,84,923 7.75 3 JSW Energy Investments Pvt.Ltd. 1,37,64,364 1,37,64,364 6.17 4 JSW Investments Pvt.Ltd. 85,83,061 85,83,061 3.85 5 JSW Power Trading Company Ltd. 70,03,835 70,03,835 3.14 6 Duferco Coke Investments Ltd. 50,35,241 50,35,241 2.26 7. Nalwa Sons Investments Ltd. 45,48,637 45,48,637 2.04 8. Mavi Investment Fund Ltd. 44,17,000 44,17,000 1.98 9. Life Insurance Corporation of India 41,75,363 41,75,363 1.87 10. Lotus Global Investments Ltd. 41,70,965 41,70,965 1.87

20

Following are the details regarding Directors of the Company as on September 30, 2012:

i. Details of the current directors the Company

Name Designation and DIN

Age (Years)

Address Director of the

Company Since

Details of other directorship

Mr. Sajjan Jindal Chairman & Managing Director [DIN No.00011138]

53 Jindal House, 32 Walkeshwar Road, Mumbai 400 006

15/03/1994 • JSW Energy Limited • Jindal South West Holdings

Limited • JSW Ispat Steel Limited • JSW Bengal Steel Limited • TCPL Packaging Limited • JSW Steel (UK) Limited • JSOFT Solutions Limited • VrindavanFintrade Limited • JSW Steel (Netherlands) B.V

Mr. Seshagiri Rao M.V.S. Jt. Managing Director & Group CFO [DIN No.00029136]

54 B/1603, Valencia Hiranandani Gardens, Powai, Mumbai 400 076

06/04/1994 • JSW Steel (UK) Limited • JSW Natural Resources

(Mauritius) • JSW Steel (Netherlands) B.V • JSW Panama Holding Corpn. • Santa Fe Mining • JSW Ispat Steel Limited • Association of Finance

Professionals of India Dr. Vinod K Nowal Director & CEO [DIN No.00046144]

57 Bunglow No 11B, JVSL Township, PO:Vidyanagar, Bellary, Karnataka -583275

30/04/2007 • Jindal Steel & Alloys Ltd • Jindal Coated Steel Pvt Ltd • Jindal Nandanvana Kendra Pvt

Ltd • South West Port Limited

Mr. JayantAcharya Director (Commercial & Marketing) [DIN No.00106543]

49 F-303, Great Eastern Gardens, L.B.S. Marg, KanjurMarg (West), Mumbai 400078

07/05/2009 • JSW Steel Processing Centres Limited

• JSW Building Systems Limited • JSW Steel (USA) Inc • JSW Severfield Structures

Limited • Argent Independent Holdings

Ltd., UK • JSW Steel Service Centre UK

Limited • JSW Structural Metal Decking

Limited Mr. Anthony Paul Pedder Director [DIN No.00153706]

63 87 Dore Road, Sheffield S17 3ND, England, U.K.

18/04/2005 • Sheffield Foremasters • HCF International Advisers

Limited • Y & H IDB Ltd., • EEF Limited • Metalysis Limited • Sheffield University • Whirlow Hall Farm Trust • Sheffield Theatres Trust • Sheffield Teaching Hospitals

Foundation Trust

21

Mr. Sudipto Sarkar Director [DIN No.00048279]

66 31 Broad Street, Kolkata 700 019.

09/05/2005 • Vesuvius India Ltd • McNally Bharat Engineering

Company Ltd. • Descon Limited • EIH Associated Hotels Limited • B & A Limited, Assam • Eveready Industries India

Limited • B&A Packaging India Ltd. • Island Hotel Maharaj Ltd. • Turf Properties Pvt. Ltd. • Indivar Commercial Private

Limited Mr. Uday M. Chitale Director [DIN No.00043268]

63 167-C, Poonawadi, Dr. Ambedkar Road, Dadar (East), Mumbai 400 014.

20/10/2005 • Axis Mutual Fund Trustee Limited

• DelVal Flow Controls Pvt. Ltd • DFK Consulting Services (India)

Pvt Ltd., • Electronica Plastic Machines

Ltd. • Electronica Mechatronic

Systmes (India) Pvt Ltd., • GMR Infrastructure Ltd • GMR Vemagiri Power

Generation Ltd • ICICI Securities Primary

Dealership Ltd • ICICI Securities Ltd • Indian Council for Dispute

Resolution • Janalakshmi Financial Services

Pvt. Ltd. • M.P.Chitale& Co. • Harkan Management

Consultancy Services P. Ltd • GMR Infrastructure Ltd

Dr. S. K. Gupta Director [DIN No. 00011138]

74 14, Singapore Gardens, P.O. Doddakallasandra, Kanakapura Road, Bangalore 560062.

25/04/1994 • Jindal Saw Ltd • Vesuvius India Ltd • Sobha Developers Ltd • Jindal South West Holdings Ltd • Surana Industries Ltd • BMM Ispat Ltd

Mr. KananVijayaraghavan Director [DIN No. 00544730]

53 Plot No.15, Hindi Nagar, Behind Saibaba Temple, Punjagutta, Hyderabad 500034.

16/06/2008 • Sathguru Management Consultants Pvt Ltd.,

• Cornell - Sathguru Foundation for development

• Clinical Development Services Agency

• Ganges Global Allliance INC • Sathguru Foundation for

International Development Dr. Vijay Kelkar Director [DIN No. 00011991]

70 A - 701, Blossom Boulevard, Plot No. 421, South Main Road, Koregaon Park,

20/01/2010 • Britannia Industries Limited • CSIR-Tech Private Limited • Go Airlines Limited • Green Infra Limited • Indian Institute of Human

22

Pune 411001 Settlements • JM Financial Limited • Lupin Limited • Roche Products (India) Pvt. Ltd • Tata Chemicals Limited • Tata Consultancy Services

Limited • Roche Products (India) Pvt. Ltd

Mrs. ZarinDaruwala Nominee of ICICI Bank Ltd (lender) [DIN No. 00034655]

47 54A Vikas Finlay Towers, Parel Tank Road, Mumbai 400 033

13/12/2005 • ICICI Lombard General Insurance Company Ltd

• ICICI Securities Ltd

Mr. Rajneesh Goel Nominee of KSIIDC [DIN No.02019133]

48 Managing Director, Karnataka State Industrial and Infrastructure Development Corporation (KSIIDC)KhanijaBhavan 49, 4th Floor, East Wing, Race Course Road, Bangalore 560001

17/11/2011 • Karnataka Asset Management Co. Pvt Ltd

• Karnataka Trustee Co. Pvt Ltd • Food Karnataka Ltd • KSIIDC - IL&FS Project

Development Co. Ltd • Karnataka State Industrial and

Infrastructure Development Corp. Ltd

• Vijayanagar Steel Ltd. • Mysore Sales International

Limited • Karnataka Antibiotics &

Pharmaceuticals Limited • Bangalore Airport Rail Link Ltd.

Mr. Yasushi Kurokawa Nominee Director of JFE Steel Corporation, Japan (Equity Investor) [DIN No. 03477588]

59 1-13-10, Onaridai, Wakaba - Ku, Chiba-Shi, Japan

16/05/2011 • Guangzhou JFE Steel Sheet Co. Ltd.

Note: None of the current directors are appearing in the RBI defaulter list and/or ECGC default list

ii. Details of change in directors since last three years i.e. w.e.f. 01/10/2009: Name and Designation and DIN

Date of Appointment/

Resignation

Director of the Company since (in case of

resignation)

Remarks

Mrs. Savitri Devi Jindal Chairperson [DIN No.00153657]

Ceased w.e.f. 21/10/2011

18/04/2005 Appointed as Chairperson Emeritus w.e.f 21/10/2011

Mr. N.C. Muniyappa Nominee Director of KSIIDC [DIN No.02695916]

Ceased w.e.f. 19/11/2009

16/06/2009 Withdrawal of nomination by KSIIDC

Ms. Vandita Sharma Nominee Director of KSIIDC [DIN No.0285497]

Appointed w.e.f. 19/11/2009

- -

Ms. Vandita Sharma Nominee Director of KSIIDC [DIN No.0285497]

Ceased w.e.f. 04/02/2011


Mr. M. Maheshwar Rao Nominee Director of KSIIDC [DIN No. 00324069]


- -

23

Mr. M. Maheshwar Rao Nominee Director of KSIIDC [DIN No. 00324069]

Ceased w.e.f. 17/06/2011


Mr. Raj Kumar Khatri Nominee Director of KSIIDC [DIN No.01787188]


- -

Mr. Raj Kumar Khatri Nominee Director of KSIIDC [DIN No.01787188]

Ceased w.e.f. 17/11/2011


Dr. Rajneesh Goel Nominee Director of KSIIDC [DIN No.02019133]


- -

Mr. B. Babu Rao Nominee Director of UTI Asset Management Company Limited [DIN No.00425793]

Ceased w.e.f 01/02/2010

11/05/2009 -

Mr. Shigeru Ogura Nominee Director of JFE Steel Corporation, Japan [DIN No.03169860]


- -

Mr. Shigeru Ogura Nominee Director of JFE Steel Corporation, Japan [DIN No.03169860]

Ceased w.e.f. 16/05/2011

08/09/2010 JFE Steel Corporation, Japan

Mr. Yasushi Kurokawa Nominee Director of JFE Steel Corporation, Japan [DIN No. 03477588]

Appointed w.e.f 16/05/2011

- -

Mr. Vijay Kelkar Director [DIN No. 00011991]

Appointed w.e.f 20/01/2010

- -

Following details regarding the Auditors of the Company: i. Details of the Auditors of the Company

Name Address Auditor Since M/s. Deloitte Haskins & Sells Indiabulls Finance Centre,

32nd Floor, Tower 3, SenapatiBapatMarg, Elphinstone Mill Compound, Elphinstone (W), Mumbai - 400 013, India

25/07/2006

ii Details of change in Auditor since last three years Not Applicable

24

Details of borrowings of the Company as on September 30, 2012:

i. Details of Secured Long Term Loan Facilities(excluding NCD’s) : (Rs in Crs)

Lender’s Name

Type of

Facility

Amount Sanctio

ned

Princi

pal amou

nt Outstandin

g

Repaymen

t Date/ Schedule

End date Security

RsCrore RsCrore

Bank of Baroda RTL

33.00

26.40 Quaterly Jan-2016

first charge by way of equitable mortgage in respect of all movable and immovable properties both present and future of 2.8

mtpa expansion project at Toranagallu village, in the State of Karnataka.

Allahabad Bank RTL

222.00

213.6

8 Quaterly

Dec-2017

first charge/Assignment of all the assets and first charge on all the Bank Accounts of 3.2 mtpa expansion project at Toranagallu

village in the State of Karnataka.

Canara Bank RTL 444.00

427.3

5 Quaterly

Corporation Bank

RTL 178.00

171.3

3 Quaterly

Oriental Bank of Commerce

RTL 267.00

256.9

9 Quaterly

Punjab National Bank

RTL 444.00

427.3

5 Quaterly

State Bank of Bikaner & Jaipur

RTL 133.00 128.01 Quaterly

State Bank of Hyderabad

RTL 178.00

171.3

3 Quaterly

State Bank of India RTL

500.00

481.2

5 Quaterly

State Bank of Indore (now SBI)

RTL 111.00

106.8

4 Quaterly

State Bank of Mysore RTL

89.00

85.66 Quaterly

State Bank of Travancore

RTL 89.00

85.66 Quaterly

Syndicate Bank RTL

178.00

171.3

3 Quaterly

Union Bank of India RTL

178.00

171.3

3 Quaterly

25

IDBI RTL 400.00

384.8

8 Quaterly Oct-

2017

Bank of Baroda RTL

355.00

355.0

0 Quaterly

Mar-2019

Bank of India RTL

215.00

215.0

0 Quaterly

Central Bank of India

RTL 285.00

285.0

0 Quaterly

Dena Bank RTL 145.00

145.0

0 Quaterly

State Bank of India RTL

250.00

250.0

0 Quaterly

Andhra Bank RTL

87.00

87.00 Quaterly

Oct-2019

a first charge by way of hypothecation of all movable properties both present and future of the Beneficiation Plant (6 x 500

tph) and Pellet Plant (4.2 mtpa) at Toranagallu village in the State of

Karnataka.

Canara Bank RTL 174.00

174.0

0 Quaterly

IDBI RTL 262.00

262.0

0 Quaterly

Punjab National Bank

RTL 261.00

261.0

0 Quaterly

State Bank of Hyderabad

RTL 116.00

116.0

0 Quaterly

Bank of Baroda RTL

21.97

6.65 Quaterly

Mar-2014

first charge supported by an equitable/ registered Mortgage of movable and

immovable properties and assets situated at Salem Works in the state of Tamilnadu

and a second paripassu charge on the current assets at Salem Works.

Bank of Baroda RTL

11.45

3.44 Quaterly

IDBI RTL 300.00

96.00 Monthly Mar-

2013

irst charge by way of equitable mortgage in respect of all movable and immovable

properties of Cold Rolling Mill Complex at Toranagallu village in the State of

Karnataka.

IDBI RTL 550.00

550.0

0 Quaterly Jan-

2016

first charge on the Bank Accounts of the 300 MW Power Plant - CPP IV at Toranagallu village in the State of

Karnataka.

GE Capital Services India

RTL 78.40

31.06 Monthly Jul-

2015

first charge by way of hypothecation of Bombardier Challenger 300 aircraft.

Lender’s Name

Type of

Facility

Amount Sanction

ed

Princi

pal amou

nt Outst

Repayment Date/

Schedule

End Date

Security

26

anding

USD Mio

RsCrore

first charge by way of equitable mortgage in respect of all movable and immovable properties both present and future of 2.8

mtpaexpansion project at Toranagallu village, in the State of Karnataka.

Bank of India FCL

10.00

26.35 Half yearly

Apr-2015

Canara Bank FCL 5.00

13.17 Half yearly

ICICI Bank FCL 12.50

32.94 Half yearly

Indian Bank FCL 7.50

19.76 Half yearly

Indian Overseas Bank

FCL 5.00 13.17 Half yearly

State Bank of India FCL

25.00

65.87 Half yearly

Syndicate Bank FCL

10.00

26.35 Half yearly

State Bank of India FCL

3.56

12.50 Half yearly Sep-2013


52.70 Half yearly June-

2013 first charge supported by an equitable/

registered Mortgage of movable and immovable properties and assets situated at Salem Works in the state of Tamilnadu

and a second paripassu charge on the current assets at Salem Works.


61.26 Half yearly Mar-

2016


55.33 Half yearly Jun-

2015 First charge by way of equitable mortgage in respect of all movable and immovable properties of Cold Rolling Mill Complex

atToranagallu village in the State of Karnataka.


203.7

1 Half yearly Oct-

2015

RBS FCL 5.00

21.08 Half yearly

May-2014

first charge by way of equitable mortgage in respect of all movable and immovable

properties of Hot Strips Mill at Toranagallu village in the State of Karnataka.

BNP Paribas FCL

15.00

63.24 Half yearly

Citibank NA FCL 17.00

71.67 Half yearly

DBS Bank Ltd. FCL

15.00

63.24 Half yearly

Mizuho Corporate Bank ,Ltd.

FCL 15.00

63.24 Half yearly

State Bank Of India FCL

15.00

63.24 Half yearly

Bank Of Taiwan,Hong Kong Branch

FCL 15.00

63.24 Half yearly

Bank Sinopac,Offshore Banking Branch

FCL 10.00

42.16 Half yearly

Emirates FCL Half yearly

27

Bank International PJSC

10.00 42.16

SBI International (Mauritius) Ltd.

FCL 10.00

42.16 Half yearly

Bank Of Baroda,Offshore Branch

FCL 5.00

21.08 Half yearly

Bank of Muscat International B.S.C

FCL 5.00

21.08 Half yearly

The Arab Investment Company S.A.A.

FCL 5.00

21.08 Half yearly

The Sumitomo Trust & Banking Co.Ltd,

FCL 5.00

21.08 Half yearly

Hua Nan Commercial Bank Ltd

FCL 3.00

12.65 Half yearly

PT Mandiri FCL 5.00

21.08 Half yearly

Doha Bank FCL 5.00

21.08 Half yearly

The Bank of East Asia Limited

FCL 5.00

21.08 Half yearly

Banque Des Mascareignes

FCL 10.00

42.16 Half yearly


26.35 Half yearly Feb-

2013

first charge by way of equitable mortgage in respect of immovable properties of Upstream Division situated at Vaddu,

Kurekuppe and Toranagallu villages in the State of Karnataka

ii. Details of Unsecured Long Term Loan Facility:

Lender's Name Type of Facility

Amount Sanctioned

Principal Amount Outstanding

Repayment Date/ Schedule

End Date

Rscrore RsCrore

Axis Bank RTL 1,200.00

600.00 Monthly Jan-2013

Sales Tax Deferral RTL 111.65

111.65 Quaterly Aug-2021


Amount Sanctioned



28

USD Mio RsCrore

APSSA US$ 150 mio - Duferco FCL 150.00

247.39 Monthly Sep-2013

ANZ FCL 50.00

263.49 Annualy

Aug-2017

Bank of Taiwan FCL 5.00

26.35 Annualy

Bank of Tokyo Mitsubishi FCL 50.00

263.49 Annualy

BNP Paribas FCL

45.00 237.14 Annualy

CréditAgricole Corporate and Investment Bank

FCL 50.00

263.49 Annualy

Mizuho FCL

50.00 263.49 Annualy

DBS FCL 30.00 158.09 Annualy KfW IPEX-Bank GmBH - Tranche A

FCL 166.34

788.88 Half Yearly Mar-2021

KfW IPEX-Bank GmBH - Tranche B

FCL 107.10

232.18 Half Yearly *

JBIC FCL

38.23 14.18 Half Yearly *

Mizuho FCL

30.50 9.45 Half Yearly *

Credit Suisse FCL

75.00 395.23 Bullet payment

Jun-2017 IDBI

FCL 75.00

395.23 Bullet payment

Axis Bank FCL


Westpac Banking Corporation FCL



Amount Sanctioned



JPY Mio RsCrore

JBIC FCL

3,102.03 4.69 Half Yearly *

Mizuho FCL

2,068.02 3.12 Half Yearly *

Mizuho FCL

4,130.00 280.84 Half Yearly July-2018

*The final repayment date will be decided depending on average drawdown date iii. Details of NCD’s:

Debenture Series

Tenor/ Period

of Maturit

y

Coupon Amount Date of Allotment

Redemption on Date/ Schedule

Credit Rating

Secured/ Unsecure

d

Security

8 years 11.82%

680000000 11/06/2007

Quarterly installments ending in January 2015

CARE “AA”

Secured • PariPassu first charge by way of

29

12 years

11.82%

100000000 24/06/2004

Quarterly installments ending in October 2016

CARE “AA”

Secured legal mortgage on a flat situated at Mumbai, in the State of Maharashtra

• Paripassu first charge by way of equitable mortgage of the Company’s immovable properties relating to the 100 MV and 130 MV Power Plants at Toranagallu village in the State of Karnataka

10 years

10.60%

1750000000 02/02/2010

Semi Annual installments ending in February 2020

CARE “AA”

Secured • PariPassu first charge by way of legal mortgage on land situated in the State of Gujarat.

• PariPassu first charge by way of equitable mortgage on fixed assets of the new 5 mtpa Hot Strip Mill at Toranagal

10 years

10.60%

1750000000 02/07/2009

Semi Annual installments ending in July 2019

CARE “AA”

Secured

30

lu village in the State of Karnataka

8 years 10.10%

5000000000 04/11/2009

November 2017

CARE “AA”

Secured • Paripassu first charge by way of legal mortgage on all immovable properties both present and future located at Tarapur Works and Vasind Works in the State of Maharashtra

• PariPassu first charge on all immovable properties and movable assets both present and future located at Salem Works in the State of Tamil Nadu.

8 years 10.10%

5000000000 15/03/2010

March 2018 CARE “AA”

Secured

11 years

11.00%

10000000000

16/03/2012

Yearly installments ending in March 2023

CARE “AA”

Secured First paripassu charge on fixed assets related to 2.8 mtpa expansion project located at Upstream division and a flat at Vasind situated in

31

the state of Maharashtra

10 years

10.25%

5000000000 3500 – 18/02/2008 1500 – 20/06/2008

Yearly installments ending on February 2018

CARE “AA”

Secured Mortgage in respect of all immovable and movable properties both present and future located at Tarapur Works and Vasind Works in the State of Maharashtra

iv. List of Top 10 Debenture Holder (as on September 30, 2012)

Sr. No. Name of Debenture Holders & Address Amount (Rs. in Crores)

1 Life Insurance Corporation of India 1000 2 Life Insurance Corporation of India 500 3 Life Insurance Corporation of India 500 4 Life Insurance Corporation of India 500 5 Life Insurance Corporation of India 175 6 Life Insurance Corporation of India 175 7 Axis Bank Ltd. 18.84 8 Axis Bank Ltd. 29.25

Note: Top 10 Holder’s (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.

v. The amount of corporate guarantee issued by the issuer alongwith name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc) on behalf of whom it has been issued. As on September30, 2012

Party Name Amount (Rs Crore.)

JSW Steel (Netherlands) B.V. 868

JSW Steel Holding (USA) Inc. 665

vi. Details of Commercial Paper: The total face value of commercial Papers Outstanding as on the latest

quarter end (i.e. September 30, 2012) to be provided and its breakup in following table:

Name Maturity Date Amount Outstanding (Rs. in Crores)

NIL - - NIL - -

32

vii. Details of Rest of borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/

Preference Shares) as on Sept. 30, 2012:

Party Name (in case of Facility)/

Instrument Name

Type of Facility/

Instrument

Amount Sanctioned/

Issued

Principal Amount

Outstanding

Repayment Date/

Schedule

Credit Rating

Secured/ Unsecured

Security

10% Cumulative Redeemabl

e Preference

shares

Preference shares

279.03 279.03 Redeemable at par in four equal quarterly

installments

commencing from

15/12/2017

- Unsecured -

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans,

debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years.

NIL

ix. Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option; NIL

h. Details of Promoters Holding in the Company as on Sept. 30, 2012:

Sr. No.

Name of the Shareholders Total No. of Equity Shares

No of Shares in

Demat

Total Shareholding as % of total no of equity

shares

No of Shares Pledged

% of Shares pledged with

respect to shares owned

1 JINDAL SOUTH WEST HOLDINGS LIMITED 17284923 17284923 7.75 4774692 2.14

2 JSW ENERGY INVESTMENTS PRIVATE LIMITED 13764364 13764364 6.17 12842038 5.76

3 JSW INVESTMENTS PRIVATE LIMITED 7284261 7284261 3.26 6000665 2.69

4 JSW POWER TRADING COMPANY LIMITED 7003835 7003835 3.14 850000 0.38

5 NALWA SONS INVESTMENTS LTD 4548637 4548637 2.04 4548637 2.04

6 SUN INVESTMENTS PRIVATE LIMITED 3332042 3332042 1.49 3332042 1.49

7 JINDAL HOLDINGS LIMITED 3077704 3077704 1.38 2300000 1.03

8 GAGAN TRADING COMPANY LIMITED 2239085 2239085 1.00 1776500 0.80

9 BEAUFIELD HOLDINGS LIMITED 1922797 1922797 0.86 0 0.00

10 VRINDAVAN SERVICES PRIVATE LIMITED 1869581 1869581 0.84 945500 0.42

33

11 JINDAL STEEL AND ALLOYS LIMITED 1656758 1656758 0.74 1237258 0.55

12 SAJJAN JINDAL 1654336 1654336 0.74 0 0.00

13 JINDAL EQUIPMENT LEASING & CONSULTANCY SERVICES LT 1594571 1594571 0.71 0 0.00

14 HEXA SECURITIES & FINANCE CO LTD 1455098 1455098 0.65 0 0.00

15 JSW INVESTMENTS PRIVATE LIMITED 1298800 1298800 0.58 0 0.00

16 NALWA INVESTMENTS LTD 1231475 1231475 0.55 820000 0.37

17 REYNOLD TRADERS PRIVATE LIMITED 1222006 1222006 0.55 1222006 0.55

18 MANSAROVER INVESTMENTS LIMITED 1180122 1180122 0.53 1180122 0.53

19 STAINLESS INVESTMENTS LIMITED 946228 946228 0.42 0 0.00

20 COLORADO TRADING COMPANY LIMITED 908318 908318 0.41 0 0.00

21 KARNATAKA STATE INDUSTRIAL AND INFRASTRUCTURE DEVE 907952 907952 0.41 0 0.00

22 ABHINANDAN INVESTMENTS LIMITED 692113 692113 0.31 0 0.00

23 SAJJAN JINDAL 674744 674744 0.30 0 0.00

24 EVER PLUS SECURITIES & FINANCE LIMITED 526785 526785 0.24 0 0.00

25 HESTON SECURITIES LIMITED 425239 425239 0.19 0 0.00

26 JARGO INVESTMENTS LIMITED 425000 425000 0.19 0 0.00

27 SARMENTO HOLDINGS LIMITED 421957 421957 0.19 0 0.00

28 MENDEZA HOLDINGS LIMITED 421809 421809 0.19 0 0.00

29 NACHO INVESTMENTS LIMITED 420738 420738 0.19 0 0.00

30 TEMPLAR INVESTMENTS LIMITED 420652 420652 0.19 0 0.00

31 PENTEL HOLDING LIMITED 416657 416657 0.19 0 0.00

32 ESTRELA INVESTMENT COMPANY LIMITED 416007 416007 0.19 0 0.00

33 VAVASA INVESTMENTS LIMITED 413756 413756 0.19 0 0.00

34 HEXA SECURITIES AND FINANCE CO LTD 376859 376859 0.17 0 0.00

35 TARINI JINDAL 350000 350000 0.16 0 0.00

36 TANVI JINDAL 350000 350000 0.16 0 0.00

37 PARTH JINDAL 350000 350000 0.16 0 0.00

38 HEXA SECURITIES AND FINANCE CO LTD 296958 296958 0.13 0 0.00

34

39 SANGITA JINDAL 204813 204813 0.09 204813 0.09

40 RENUKA FINANCIAL SERVICES LIMITED 197807 197807 0.09 0 0.00

41 MANJULA FINANCE LIMITED 195964 195964 0.09 0 0.00

42 TARINI JINDAL 141389 141389 0.06 0 0.00

43 TANVI JINDAL 138363 138363 0.06 0 0.00

44 GOSWAMIS CREDITS & INVESTMENT LIMITED 61888 61888 0.03 0 0.00

45 URMILA BHUWALKA 25227 25227 0.01 25000 0.01

46 NIRMALA GOYAL 23491 23491 0.01 0 0.00

47 RATAN JINDAL 14865 14865 0.01 0 0.00

48 MEREDITH TRADERS PRIVATE LIMITED 12305 12305 0.01 0 0.00

49 PRITHVI RAJ JINDAL 8458 8458 0.00 0 0.00

50 SAVITRI DEVI JINDAL 7530 7530 0.00 0 0.00

51 WACHOVIA INVESTMENTS LIMITED 6196 6196 0.00 0 0.00

52 RATAN JINDAL 6021 6021 0.00 0 0.00

53 RISHIKESH FINLEASE INVESTMENTS PVT. LTD. 6004 6004 0.00 0 0.00

54 SMINU JINDAL 5597 5597 0.00 0 0.00

55 DEEPIKA JINDAL 5462 5462 0.00 0 0.00

56 URVI JINDAL 5082 5082 0.00 0 0.00

57 ABHYUDAY JINDAL 5078 5078 0.00 0 0.00

58 TRIPTI JINDAL 5066 5066 0.00 0 0.00

59 PRITHVI RAJ JINDAL 4555 4555 0.00 0 0.00

60 KAMSHET INVESTMENTS PRIVATE LIMITED 4177 4177 0.00 0 0.00

61 BALTIMORE TRADING PRIVATE LIMITED 3666 3666 0.00 0 0.00

62 ARAS OVERSEAS LIMITED 2890 2890 0.00 0 0.00

63 NAVEEN JINDAL 2779 2779 0.00 0 0.00

64 NAVEEN JINDAL 2720 2720 0.00 0 0.00

65 MUSUKO TRADING PRIVATE LIMITED 2714 2714 0.00 0 0.00

66 GIRISH JHUNJHNUWALA 2187 2187 0.00 0 0.00

35

67 PARTH JINDAL 2000 2000 0.00 0 0.00

68 GIRISH JHUNJHNUWALA 1813 1813 0.00 0 0.00

69 AIYUSH BHUWALKA 1400 1400 0.00 1400 0.00

70 HEXA TRADEX LIMITED 1362 1362 0.00 0 0.00

71 ARTI JINDAL 1108 1108 0.00 0 0.00

72 S K JINDAL AND SONS HUF . 776 776 0.00 0 0.00

73 SAROJ BHARTIA 139 139 0.00 0 0.00

74 NIRMALA GOEL 51 51 0.00 0 0.00

75 JINDAL EQUIPMENT LEASING AND CONSULTANCY SERVICES 8 8 0.00 0 0.00

76 DEEPIKA JINDAL 4 4 0.00 0 0.00

77 JINDAL COATED STEEL PRIVATE LIMITED 4 4 0.00 0 0.00

84893126

84893126

38.05 42060673 18.85

36

i. Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) for last three years Consolidated Financial Performance Profit and Loss statement (Rs Crore)

FY ended March 31, 2010 2011 2012 Revenue from Operations 20,211 26,073 36,964 Excise Duty 1,254 1,968 2,596 Net Sales 18,957 24,106 34,368 Other Income 532 190 77 Total Income 19,489 24,296 34,445 Expenditure Raw Materials 11,184 15,163 22,245 Purchase of Traded goods 30 224 78 Increase/decrease in stock 18 (633) (444) Employee cost 480 641 846 Other expenses 3,176 3,844 5,541 Total Expenses 14,887 19,238 28,266 EBITDA 4,603 5,058 6,179 Depreciation 1,299 1,560 1,933 Interest and Finance Expense 1,104 1,060 1,427 Exceptional Items - - (825) PBT 2,200 2,438 1,993 Current Tax 488 585 411 Deferred Tax 418 397 773 MAT Credit Entitlement (260) (204) (684) PAT 1,553 1,659 1,493 MI, Share of Associates & Exceptional Item 44 95 (956)

Balance Sheet

(Rs Crore) FY ended March 31, 2010 2011 2012

Equity & Liabilities Shareholders' Funds 9,476 16,751 16,967

Equity Share Capital 248 284 284 Preference Share Capital 279 279 279 Share Warrants - 529 - Reserves & Surplus 8,730 15,437 16,186 Minority Interest 219 222 218

Non-Current Liabilities 17,858 14,180 16,121 Long Term Borrowings 16,173 11,335 12,889 Deferred Tax Liabilities 1,685 2,049 2,725 Other Long Term Liabilities - 773 472 Long Term Provisions - 23 35

Current Liabilities 8,073 14,957 20,825 Short Term Borrowings - 2,394 1,376 Trade Payables 5,050 6,045 9,705 Other Current Liabilities 2,758 6,158 9,513

Current Maturities - 2,747 5,644 Short Term Provisions 265 360 231

Total Equity & Liabilities 35,406 45,888 53,913 Assets

37

FY ended March 31, 2010 2011 2012 Non-Current Assets 29,936 37,036 41,147

Net Fixed Assets 21,453 25,811 32,568 Net Tangible Assets 21,198 25,791 32,529 Net Intangible Assets 254 20 39

CWIP 6,956 6,023 2,832 Net Tangible CWIP - 5,983 2,802 Net Intangible CWIP - 41 30

Goodwill on Consolidation 899 1,093 1,244 Non-Current Investments 628 2,644 1,886 Long Term Loans and Advances - 1,455 2,603 Other Non-Current Assets - 11 14

Current Assets 5,470 8,852 12,767 Current Investments - 270 204 Inventory 2,867 4,410 5,789 Trade Receivables 696 933 1,539 Cash & Cash Equivalents 303 2,036 3,047 Short Term Loans and Advances 1,604 1,203 2,187

Total Assets 35,406 45,888 53,913 Cash Flow Statement

(Rs Crore) FY ended March 31, 2010 2011 2012 Cash From Operating Activities Net Profit before Tax & Extraordinary Items 2,200.00 2,437.90 1,993.35 Adjustment For: Depreciation 1,298.66 1,559.71 1,933.15 Interest (Net) 829.21 656.48 942.77 Dividend Income (0.03) (5.88) (7.85) Sales of Assets (3.76) 1.21 (0.08) Sale of Investments (3.84) (32.29) (15.00) Amortisation of Employee Share Payments 4.02 7.62 10.35 Provision for diminution in value of investments - - - Unrealised Exchange (Gain)/Loss (47.81) (54.43) 125.00 Adjustment for Working Capital changes (470.96) (1,313.67) (1,062.17) Direct Taxes paid (459.35) (426.42) (407.12) Net Cash from Operating Activities 3,346.14 2,830.23 3,512.40 Cash From Investing Activities Purchase of Fixed Assets & capital advances (2,753.66) (5,314.39) (4,079.46) Investment in Subsidiaries, Associates, JVs (9.53) (2,156.03) (178.21) Purchase of Other Investments - (2.50) (0.30) Proceeds from sale of fixed assets 11.90 15.02 13.45 Purchase/sale of current investments (207.18) (24.08) 81.14 Realisation of other current assets 17.24 - - Acquisition of subsidiaries - (203.73) (0.75) Interest Received 8.93 46.69 55.72 Dividend Received 0.03 5.88 7.85 Net Cash from Investing Activities (2,932.27) (7,633.14) (4,100.56) Cash From Financing Activities Issue of Shares - 5,935.62 - Repayment of Preference Share Capital (9.90) - - Proceeds from Long Term Borrowings 1,931.46 4,498.30 6,024.44 Repayments of Long Term Borrowings (809.20) (5,140.65) (2,707.28) Short Term Borrowings (Net) (483.03) 1,043.19 (1,126.27) Interest Paid (1,133.34) (1,000.65) (1,143.03) Dividend Paid (57.00) (239.74) (350.09)

38

FY ended March 31, 2010 2011 2012 Net Cash from Financing Activities (561.01) 5,096.07 697.77 Increase/ (Decrease) in Cash Equivalent (147.14) 293.16 109.61 Cash & Cash Equivalent (Opening Balance) 426.87 279.73 572.89 Cash & Cash Equivalent (Closing Balance) 279.73 572.89 682.50 Add: Margin Money/Fixed Deposit Balance 5.72 1,447.89 2,329.52 Add: Balance in dividend, instalments,etc. payment account 17.59 18.07 20.84 Add: Translation adjustment in cash and cash equivalent - (2.73) 14.11 Cash & Cash Equivalent (As per Balance Sheet) 303.04 2,036.12 3,046.97

*The Financial Statements for FY2011 & FY2012 have been presented as per the revised Schedule VI of the Companies Act, 1956. Hence few items of FY2010 may not directly be comparable with the items of FY2011 and FY2012.

Standalone Financial Performance Profit and Loss Statement

(Rs crores) FY ended March 31, 2010 2011 2012 Revenue from Operations 19,457 25,335 34,721 Excise Duty 1,254 1,968 2,598 Net Sales 18,202 23,367 32,123 Other Income 529 235 179 Total Income 18,732 23,602 32,302 Expenditure Raw Materials 10,461 14,803 20,960 Purchase of Traded goods 30 182 78 Increase/decrease in stock (30) (683) (298) Employee cost 365 534 626 Other expenses 3,104 3,753 5,126 Total Expenses 13,930 18,590 26,492 EBITDA 4,802 5,011 5,810 Depreciation 1,123 1,379 1,708 Interest and Finance Expense 859 854 1,186 Exceptional Items - - (821) PBT 2,820 2,779 2,095 Current Tax 487 578 402 Deferred Tax 569 388 754 MAT Credit Entitlement (259) (198) (687) Profit/(Loss) for the Year 2,023 2,011 1,626

Balance Sheet (Rs crores)

FY ended March 31, 2010 2011 2012 Equity & Liabilities

Shareholders' Funds 9,706 17,225 18,497 Equity Share Capital 248 284 284 Preference Share Capital 279 279 279 Share Warrants - 529 - Reserves & Surplus 9,179 16,133 17,934

Non-Current Liabilities 13,550 11,657 14,656 Long Term Borrowings 11,585 8,868 11,528 Deferred Tax Liabilities 1,965 2,317 3,012 Other Long Term Liabilities - 450 83 Long Term Provisions - 22 33

Current Liabilities 7,622 12,676 17,438 Short Term Borrowings - 1,879 774

39

FY ended March 31, 2010 2011 2012 Trade Payables 5,048 6,010 9,254 Other Current Liabilities 2,310 4,428 7,183 - Current Maturities - 1,204 3,628 Short Term Provisions 264 359 227

Total Equity & Liabilities 30,878 41,558 50,591 Assets

Non-Current Assets 25,319 32,624 36,245 Net Fixed Assets 16,866 21,102 27,091 - Net Tangible Assets 16,851 21,089 27,072 - Net Intangible Assets 15 13 19 CWIP 6,684 5,708 2,504 - Net Tangible CWIP - 5,690 2,477 - Net Intangible CWIP - 18 27 Non-Current Investments 1,768 3,832 4,212 Long Term Loans and Advances - 1,982 2,436 Other Non-Current Assets - 0 2

Current Assets 5,560 8,934 14,347 Current Investments - 267 201 Inventory 2,586 4,138 5,179 Trade Receivables 563 839 1,362 Cash & Cash Equivalents 287 1,887 2,956 Short Term Loans and Advances 2,123 1,803 4,648

Total Assets 30,878 41,558 50,591 Cash Flow Statement (Rs crores)

FY ended March 31, 2010 2011 2012 Cash Flow from Operating Activities Net Profit before Tax & Extraordinary Items 2,820 2,779 2,095 Adjustment For: Depreciation 1,123 1,379 1,708 Interest (Net) 641 453 662 Dividend Income (1) (10) (9) Sales of Assets 1 1 (0) Sale of Investments (4) (32) (31) Amortisation of Employee Share Payments 4 8 10 Provision for dimunition in value of investments - 62 1 Unrealised Exchange (Gain)/Loss (85) (96) 254 Adjustment for Working Capital changes (735) (2,080) (2,154) Direct Taxes paid (482) (420) (397) Net Cash from Operating Activities (A) 3,283 2,043 2,139 Cash Flow From Investing Activities: Purchase of Fixed Assets & capital advances (2,677) (4,912) (3,774) Investment in Subsidiaries, Associates, JVs (314) (2,331) (365) Purchase of Other Investments (201) (30) 80 Proceeds from sale of fixed assets 7 3 5 Realisation of other current assets 17 - - Interest Received 19 99 117 Dividend Received 1 10 9 Net Cash Used in Investing Activities (B) (3,148) (7,160) (3,928) Cash Flow From Financing Activities : Issue of Shares - 5,936 - Repayment of Preference Share Capital (10) - - Proceeds from Long Term Borrowings 1,874 3,010 5,872 Repayments of Long Term Borrowings (988) (3,405) (1,432)

40

FY ended March 31, 2010 2011 2012 Short Term Borrowings (Net) (139) 816 (1,139) Interest Paid (927) (838) (983) Dividend Paid (57) (240) (350) Net Cash Generated from Financing Activities (C) (247) 5,279 1,968 Net Increase in Cash & Cash Equivalents (A+B+C) (112) 162 179 Cash & Cash Equivalents (Opening) 377 265 427 Cash & Cash Equivalents (Closing) 265 427 606 Add: Margin Money/Fixed Deposit Balance 5 1,442 2,330 Add: Balance in Bank account for dividend, instalments, etc. 18 18 21 Cash & Cash Equivalent (As per Balance Sheet) 287 1,887 2,956

*The Financial Statements for FY2011 & FY2012 have been presented as per the revised Schedule VI of the Companies Act, 1956. Hence few items of FY2010 may not directly be comparable with the items of FY2011 and FY2012.

j. Abridged version of Latest Audited / Limited Review Half Yearly Standalone Financial Information (like

Profit & Loss statement, and Balance Sheet) and auditor’s qualifications, if any.

Standalone Rs Crore Profit and Loss Statement As on 30.09.12 Domestic Turnover 7,537.79 Export Turnover 2,119.46 Gross Sales 9,657.25 Less : Excise Duty 823.52 Net Sales 8,833.73 Other Operating Income 37.17 Total Income from operations 8,870.90 - Cost of Material Consumed 6,189.38

Change in Inventories of Finished Goods , workin progress and stocke in trade -534.86 Employee Benefit Expenses 175.85 Depreciation and Amortization Expenses 481.17 Power and Fuel 495.91 Others 1,019.47 Total Expenses 7,826.92

Profit from Operations before finance Cost , other Income and Exceptional 1,043.98 - Other Income 78.26 1,122.24 Finance Cost 420.75

Profit After Finance Cost but before Exceptional Item 701.49 Execptional Item 422.38 Profit Before Tax 1,123.87 tax Expense 301.61 Net Profit 822.26

41

Standalone Rs Crore Balance Sheet As on 30.09.2012 Share Capital 563.18 Reserves and Surplus 18,992.64 Share Holders Fund 19,555.82 - Non Current Liability - Long term Borrowings 13,300.43 Differed Tax liability 3,133.34 Other Long Term liability 143.93 Long Term provisions 37.67 Noncurrent Liabilities 16,615.37 - Current Liability - Short term borrowings 1,578.26 Trade payables 10,090.37 Other Current Liabilities 5,275.13 Short Term Provisions 68.04 Current Liabilities 17,011.80 - Total 53,182.99 - Noncurrent assets - Fixed Assets 30,529.16 Non Current Investments 4,373.78 Deferred Tax assets - Long Term loan and Advances 3,116.94 other noncurrent assets 1.58 Noncurrent Assets 38,021.46 - Current assets - current Investments 177.89 Inventories 6,046.57 Trade receivables 1,674.06 Cash and Cash equivalents 2,158.23 short term loans & adv 5,104.78 Current Assets 15,161.53 - Total 53,182.99 k) Trustees for the Debentureholders The Company has appointed IDBI Trusteeship Services Ltd. to act as Trustees for the Debentureholders (hereinafter referred to as “Trustees”). A copy of letter from IDBI Trusteeship Services Ltd. conveying their consent to act as Trustees for the Debentureholders is enclosed elsewhere in this Information Memorandum. 1. The Company and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers,

authorities and obligations of the Company and the Trustees in respect of the Debentures. 2. The Debentureholder(s) shall, by signing the Application Form and without any further act or deed, be

deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Information Memorandum.

3. All the rights and remedies of the Debentureholder(s) shall vest in and shall be exercised by the said Trustees without having it referred to the Debentureholder(s).

4. No Debentureholder shall be entitled to proceed directly against the Company unless the Trustees, having

42

become so bound to proceed, fail to do so. 5. Any payment made by the Company to the Trustees on behalf of the Debentureholders shall discharge the

Company pro-tanto to the Debentureholder(s). 6. The Trustees will protect the interest of the Debentureholder(s) in the event of ‘Default’ by the Company in

regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company.

Trustee for the Issue IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17, R.KamaniMarg, Ballard Estate, Mumbai – 400 001. Phone No.: 022 40807000 Fax No.: 022 66311776 Website: www.idbitrustee.co.in l) CREDIT RATING: “AA“by CARE limited for Rs.1,000 crores indicating “high degree of safety with regard to timely payment of interest and principal on the instrument and low risk credit risk”. The rating indicates high degree of safety with regard to timely payment of interest and principal on the instrument The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc. The rating obtained by the Company during the last three financial years is as follows: 2011-12* AA by CARE for long term debt facilities / NCD

A1+ by CARE for short term debt / facilities 2010-11 AA by CARE for long term debt facilities / NCD

PR1+ by CARE for short term debt / facilities 2009-2010 AA(-) by CARE for long term debt facilities / NCD issue

PR1+ by CARE for short term debt/facilities * The long term rating was placed under “credit watch” in view of the ban imposed on iron ore mining in Karnataka by the Honourable Supreme Court m. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Nil o. Consent from the Debenture Trustee Attached as per the Annexure II n. Stock Exchange The Company shall get the debentures listed on the WDM segment of the BSE Limited. The Company has initiated the process to obtain in-principle approval from BSE Limited to list the Debentures issued under this Information Memorandum.

http://www.idbitrustee.co.in/

43

o. Other Details (i) Debenture Redemption Reserve (DRR) Adequate Debenture Redemption Reserve shall be created by the Company as per the applicable statutory provisions. SECURITIES TO BE ISSUED AND LISTED UNDER CURRENT DOCUMENT Under the purview of current document, the Company intends to raise an amount of Rs. 1,000 crores by private placement of Secured Redeemable Non Convertible Debentures. The Company has a valid rating of AA (Double A) as per the details given below and the rating letter from the rating agency is enclosed at the end of this document. DETAILS OF THE ISSUE SIZE The Company proposes to mobilise through private placement of Secured Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs.10,00,000/- each at par aggregating Rs. 1000 crores. DETAILS OF UTILISATION OF PROCEEDS The issue proceeds will be utilised to replace short term loans, to meet long term loan working capital requirements, to meet requirement for Normal Capital Expenditure and and for general corporate purpose. The main object clause of the Memorandum of Association of the Company enables it to undertake the activities for which the funds are being raised through the present issue and also the activities which the Company has been carrying on till date. The Issue proceeds are not being raised for the purpose of any specific or identified project. Thus, there has been no appraisal. MATERIAL CONTRACTS By very nature of its business, the Issuer is involved in number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. The following contracts not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this document which are or may be deemed material have been entered or to be entered into by the Company. These material contracts and material documents referred to hereunder, may be inspected at the Registered Office of our Company between 10.00 am to 4.00 pm on working days. Material Contracts Letter from IDBI Trusteeship Services Ltd. conveying their consent to act as Trustees for the Debenture holders Material Documents 1) Certified true copies of the Memorandum and Articles of Association of the Company, as amended from

time to time. 2) Copy of the Certificate of Incorporation of the Company dated March 15, 1994 and fresh issued

consequent to name change dated June 16, 2005 3) Certified true copy of the Resolution(s) of the Company passed at the General Meeting held on June 29,

2010 for increase in borrowing limits.

44

4) Certified true copy of the Resolution of the Board of Directors 26th July 2012 for issuance of debentures and empowering for other related matters.

5) Copies of Annual Reports of the Company for the last five financial years. 6) Certified true copy of the Resolution of the Members of the Company passed at the 18thAnnual General

Meeting held on July 25, appointing Deloitte Haskins & Sells as statutory auditors of the Company. 7) Copy of tripartite agreement between the Company,Karvy Computershare Private Limited and National

Securities Depository Limited. 8) Copy of tripartite agreement between the Company, Karvy Computershare Private Limited and Central

Depository Services (India) Limited. MATERIAL DEVELOPMENT

There are no material events/developments or change at the time of issuance of this document which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities.

DEBT SECURITIES ISSUED FOR CONSIDERATION OTHERWISE THAN IN CASH

The Company has not issued any debt securities for consideration other than cash, at premium, or at discount.

UNDERTAKING TO USE A COMMON FORM OF TRANSFER The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION

Instrument Secured ReedemableNon Convertible Debentures Issue Size Rs.1000 Crores Number of Debentures 10,000 Face Value Rs.10,00,000 each Issue Price Rs.10,00,000 each Rating “AA” by CARE Limited Tenor 11years Redemption Three equal annual instalments commencing from the end of 9th

year from the date of allotment (i.e. at the end of 9th, 10th and 11th year i.e. in the proportion of 33% in 9th year, 33% in 10th year and 34% in 11th year)

Coupon Rate* 10.34% P.a. payable Quarterly

* Subject to TDS at applicable rate. TERMS OF OFFER Terms of Offer are provided under para XXIII Other Offer details: Market Lot The market lot will be one Debenture (“Market Lot”). Since the debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures.

45

Letter(s) of Allotment/ Debenture Certificate(s)/ Refund Order(s) The beneficiary account of the investor(s) with Depository Participants of National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL) will be given initial credit within 15 days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate. Issue of Debenture Certificate(s) Subject to the completion of all legal formalities within 3 months from the Deemed Date of Allotment, or such extended period as may be approved by the Appropriate Authorities, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Debentures allotted. The Debentures issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL from time to time and other applicable laws and rules notified in respect thereof. Despatch of Refund Orders The Company shall ensure dispatch of Refund Order(s) by Registered Post only. Who Can Apply The following categories of investors may apply for the debentures, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents along with the application form.

1. Scheduled Commercial Banks; 2. Regional Rural Banks; 3. Financial Institutions; 4. Insurance Companies; 5. Primary / State / District / Central Cooperative Banks (subject to permission from RBI) 6. Mutual Funds; 7. Companies, Bodies Corporate authorised to invest in debentures. 8. Provident Funds , Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines 9. Trusts 10. Individuals 11. Any other Investor authorized to invest in these Debentures.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures. Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication. Application by Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. Joint-Holders Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles. Right to Accept or Reject Applications The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be

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intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of debentures applied for is less than the minimum application size; b. Applications exceeding the issue size; c. Bank account details not given; d. Details for issue of debentures in electronic/ dematerialised form not given; e. PAN/GIR and IT Circle/Ward/District not given; f. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.

relevant documents not submitted; g. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of

such Debentures will be refunded, as may be permitted. How to Apply Only eligible investors as given hereinabove may apply for debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for a minimum of 1 Debentures and in multiples of 1 Debenture thereafter. Applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with the Company at its Registered Offic. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants. The applicant or in the case of an application in joint names, each of the applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A(5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein. Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of “JSW Steel Limited” and crossed ‘Account Payee Only’. Cash, outstation cheques, money orders, postal orders and stockinvest shall not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail.

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Terms of Payment The full face value of the Debentures applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the full face value of the Debentures applied for

Face Value Per Debenture

Minimum Application for Amount Payable on Application per Debenture

Rs. 10,00,000/- 1 Debenture & in multiples of 1 Debenture thereafter

Rs.10,00,000/-

Payment of Interest The interest will be payable to the Debentureholder (s) whose names appear in the List of Beneficial Owners given by the Depository to the Bank on the Record Date/ Book Closure Date. Payment of interest will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system/ electronic mode. In case of cheque/demand draft the same will be dispatched to the sole/ first applicant, 7 days before the due date(s) by registered post at the sole risk of the applicant. Tax Deduction at Source (TDS) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at least 15 days before the payment of interest becoming due with the Company Secretary, or to such other person(s) at such other address(es) as the Company may specify from time to time through suitable communication. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Company shall send to the Debentureholder(s) a Certificate of Tax Deduction at Source. Tax Benefits Under the existing provisions of the Income Tax Act, 1961 for the time being in force, the following tax benefits and deductions will be available to the Debentureholder(s) of the Company subject to the fulfilment of the requirements of the relevant provisions. The tax benefits are given as per the prevailing tax laws and may vary from time to time in accordance with the amendments or enactment thereto. As alternate views are also possible, the Debentureholder(s) are advised to consult their own tax advisers on the tax implications of the acquisition, ownership and sale of Debentures, and income arising thereon I. To Resident Debentureholders No Income Tax will be deducted at source from interest payable on Debentures in the following cases: a) In case of payment of interest to a Debentureholder, who is an individual and resident in India, where the

interest payment in the aggregate during the financial year does not exceeds Rs. 5,000/-; b) In case of payment of interest in respect security (viz debenture) issued by a Company, where such

debenture is in dematerialized form and is listed on any recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules made thereunder

c) Tax will be deducted at a lower rate where the Assessing Officer, on an application of any Debentureholder, issues a certificate for deduction of tax at such lower rate as per provisions of the Section 197(1) of the Income Tax Act.

In all other situations, tax would be deducted at source on each payment as per prevailing provisions of the Income Tax Act. Details on deduction of tax at source are given under para ‘Tax Deduction at Source (TDS)’ mentioned elsewhere in this Information Memorandum. No Wealth Tax is payable in respect of investments in Debentures of the Company.

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II. To other Eligible Institutions a) Mutual Funds registered under the SEBI Act or regulations made thereunder or such other mutual fund

sets up by public sector bank or public financial institution or authorised by Reserve Bank of India and notified by the Central Government will, subject to the provisions of Chapter XII-E, be exempted from income tax on all their income, including from investment in Bonds/ Debentures under the provisions of Section 10(23D) of Income Tax Act.

b) No Wealth Tax is payable in respect of investments in Debentures of the Company. Notes: 1. All the above benefits are as per the current tax law as amended by the Finance Act, 2011 2. The stated benefits will be available only to the sole/ first named holder in case the Debentures are held by joint holders. Redemption The face value of the Debentures will be redeemed at par. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Mumbai), then the payment due shall be made on the next Business Day. Payment on Redemption Payment on redemption will be made by cheque(s)/ warrants(s) in the name of the Debentureholder whose name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the Company dispatching the redemption warrants to such Beneficiary(ies) by registered post/ courier, the liability of the Company shall stand extinguished. The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL. Such payment will be a legal discharge of the liability of the Company towards the Debentureholders. On such payment being made, the Company will inform NSDL/ CDSL and accordingly the account of the Debentureholders with NSDL/ CDSL will be adjusted. The Company’s liability to the Debentureholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. Effect of Holidays Should any of dates defined above or elsewhere in the Information Memorandum, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). List of Beneficial Owners The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Debenture Redemption Reserve (DRR) Adequate Debenture Redemption Reserve shall be created by the Company as per theapplicablestatutory provisions. Notices All notices to the Debentureholder(s) required to be given by the Company or the Trustees will be sent by post/ courier/facsimile/ hand delivery to the sole/ first allottee or sole/ first Beneficial Owner of the Debentures, as the case may be from time to time. All notice(s) to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

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Sharing of Information The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debentureholders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. Undertaking by the Issuer The Issuer Company undertakes that: a) the complaints received in respect of the Issue shall be attended to by the issuer company expeditiously

and satisfactorily; b) it shall take all steps for completion of formalities for listing and commencement of trading at all the

concerned stock exchange(s) where securities are to be listed and taken within 70 working days from the date of closure of issue.

c) the funds required for dispatch of refund orders by registered post shall be made available by the Issuer Company;

d) no further issue of securities shall be made till the securities offered through this Information Memorandum are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc;

e) necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

Depository Arrangements The Company has made arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of the Debentures in dematerialised form. The Debentures issued by the Company may be held in a dematerialised form i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through electronic mode. In this context: The Company signed a tripartite agreement with National Securities Depository Limited (NSDL) and Registrar on February 26, 1997 which enables the Investors to hold and trade in securities in a dematerialised form, instead of holding the securities in the form of physical certificates. The Company has also signed a tripartite agreement with Central Depository Services (India) Limited (CDSL) and Registrar on June 24, 2000 which enables the Investors to hold and trade in securities in a dematerialised form, instead of holding the securities in the form of physical certificates. Procedure for applying for Demat Facility 1. The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of

NSDL or CDSL prior to making the application. 2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository

Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’.

3. Debentures allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

4. For subscribing the debentures, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue.

6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Company.

7. For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

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8. It may be noted that Debentures being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. BSE Limited, where the Debentures of the Company are proposed to be listed has connectivity with NSDL and CDSL.

9. Interest or other benefits would be paid to those Debentureholders whose names appear on the list of beneficial owners given by the Depositories to the Company as on Record Date. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

Trustees for the Debentureholders The Company has appointed IDBI Trusteeship Services Ltd. to act as Trustees for the Debentureholders (hereinafter referred to as “Trustees”). A copy of letter from IDBI Trusteeship Services Ltd. conveying their consent to act as Trustees for the Debentureholders is enclosed elsewhere in this Information Memorandum. 7. The Company and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers,

authorities and obligations of the Company and the Trustees in respect of the Debentures. 8. The Debentureholder(s) shall, by signing the Application Form and without any further act or deed, be

deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Information Memorandum.

9. All the rights and remedies of the Debentureholder(s) shall vest in and shall be exercised by the said Trustees without having it referred to the Debentureholder(s).

10. No Debentureholder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so.

11. Any payment made by the Company to the Trustees on behalf of the Debentureholders shall discharge the Company pro-tanto to the Debentureholder(s).

12. The Trustees will protect the interest of the Debentureholder(s) in the event of ‘Default’ by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company.

Trustee for the Issue IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17, R.KamaniMarg, Ballard Estate, Mumbai – 400 001. Phone No.: 022 40807000 Fax No.: 022 66311776 Website: www.idbitrustee.co.in Purchase/ Sale of Debentures The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all the Debentures at any time prior to the specified date(s) of redemption, at discount, at par or at premium from the open market in accordance with the applicable laws. Such Debentures, at the option of the Company, may be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. Right to Re-Issue In the event of the Debentures being so purchased and/ or redeemed before maturity in any circumstances whatsoever, the Company shall have the right to re-issue the Debentures under section 121 of the Companies Act, 1956 or any other relevant statute(s), as applicable. Debentureholder not a Shareholder The Debentureholders will not be entitled to any of the rights and privileges available to the Shareholders.


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Rights of Debentureholders • The Debentures shall not, except as provided in the Companies Act, 1956 confer upon the holders thereof

any rights or privileges available to the members of the Company including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debentureholders for their consideration. In terms of Section 219(2) of the Act, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the Company.

• The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the Company.

• The registered Debentureholder or in case of joint-holders, the one whose name stands first in the Register of Debentureholders shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debentureholders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her on every resolution placed before such meeting of the Debentureholders.

• The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this prospectus and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Debentures.

• Save as otherwise provided in this Information Memorandum, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debentureholders, in relation to matters not otherwise provided for in terms of the Issue of the Debentures.

• A register of Debentureholders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debentureholders.

• The Debentureholders will be entitled to their Debentures free from equities and/or cross claims by the Company against the original or any intermediate holders thereof.

Future Borrowings The Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debentureholder(s) in this connection.Further, the Company shall not be required to obtain debenture holders/debenture trustee consent for creating pari passu charge on the assetsgiven as a security for its future borrowings till the time stipulated security cover/Asset cover is maintained. However consent of the Debentureholders shall be obtained for cedeing pari passu charge if fresh borrowings are raised /availed on the assets offered as security for the said NCD’s DISCOUNT ON THE OFFER PRICE The debentures are being issued at the face value and not at discount to offer price. SERVICING BEHAVIOUR OF THE EXISTING DEBTS The Company is discharging all its liabilities in time and would continue doing so in future as well. The Company has been paying regular interest and on redemption repaying its lenders. PERMISSION AND CONSENT FROM THE CREDITORS. The Company shall procure consent from the existing charge holders for creation of security for the Debentures on paripassu basis. The Trustee shall in future provide consent to create pari-passu charge subject to the Company complying with the requisite terms of the Debentures issued.

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RATING RATIONALE ADOPTED BY RATING AGENCIES. “AA“ pronounced as “Double A” by CARE Limited for Rs.1000 crores long term secured redeemable non-convertible debentures indicating “high safety for timely servicing of debt obligations and low credit risk”. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc. LISTING OF DEBENTURES The Company shall get the debentures listed on the WDM segment of the BSE Limited. The Company has initiated the process to obtain in-principle approval from BSE Limited to list the Debentures issued under this Information Memorandum. Trustee for the Issue IDBI Trusteeship Services Ltd. Asian Building, GroundFloor, 17, R.KamaniMarg, Ballard Estate, Mumbai – 400 001. Phone No.: 022 40807000 Fax No.: 022 66311776 Website: www.idbitrustee.co.in UNDERTAKING BY THE COMPANY The Company undertakes that: In the event the Debentures are issued in physicalform, the Companyshall use acommonform of transfer. Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange. Any change in rating shall be promptly disseminated to Debentureholders and prospective investors in such manner as stock exchange may determine from time to time. All information and reports on the Debentures, including compliance reports filed by the Company and the Debenture Trustee, shall be disseminated to the Debentureholders and the general public by placing them on the website of the Company and request the Debenture Trustee to place the same on the website The aboveDisclosure Document iscompliantwith all disclosuresrequired to be made for listing of Non-Convertible Debentures on a private placement basis on a recognized stock exchange, as specified in Schedule I under Point 2 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 Security Creation (where applicable): In case of delay in execution of Trust Deed and Charge documents, the Company will pay penal interest of 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor. ii. Default in Payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor


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The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other.

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XXIII. TERM SHEET

Security Name 10.34% JSW Steel Ltd Jan 2023 Issuer JSW Steel ltd Investor Life Insurance Corporation of India Type of Instrument Secured Redeemable Non-Convertible Debentures Nature of Instrument Secured Seniority Senior Mode of Issue Private placement basis to all eligible investors Eligible Investors The following categories of investors may apply for the debentures,

subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents along with the application form.

1. Scheduled Commercial Banks; 2. Regional Rural Banks; 3. Financial Institutions; 4. Insurance Companies; 5. Primary / State / District / Central Cooperative Banks (subject to

permission from RBI) 6. Mutual Funds; 7. Companies, Bodies Corporate authorised to invest in debentures. 8. Provident Funds , Gratuity, Superannuation & Pension Funds,

subject to their Investment guidelines 9. Trusts 10. Individuals 11. Any other Investor authorized to invest in these Debentures.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures. Application not to be made by

1. Hindu Undivided Family (neither by the name of the Karta); 2. Partnership Firms or their nominees; 3. Overseas Corporate Bodies (OCBs); 4. Foreign Institutional Investors (FIIs); 5. Non Resident Indians(NRIs)

ALL THE APPLICANTS SHOULD CHECK ABOUT THEIR ELIGIBILITY OF INVESTMENT IN THESE DEBENTURES IN TERM OF THEIR RESPECTIVE STATUTE / REGULATIONS / GUIDELINES GOVERNING THEM OR ANY REGULATORY ORDER APPLICABLE TO THEM. Hosting of Disclosure Document on the website of the Stock Exchange should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Photocopy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

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Documents to be provided by investors Investors need to submit the following documentation, along with the application form, as applicable:

1. Memorandum and Articles of Association/ Documents Governing

Constitution;

2. Resolution authorizing investment;

3. Certified True Copy of the Power of Attorney;

4. Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the application money;

5. Specimen signatures of the authorised signatories duly certified by an appropriate authority;

6. SEBI Registration Certificate (for Mutual Funds);

7. PAN to be submitted.

Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

Listing The Debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Ltd. Company will endeavour to list the securities within 30 days from the deemed date of allotment.

Rating of the Instrument Care “AA” Issue Size Rs 1,000 Cr Details of the utilization of the Proceeds

The issue proceeds will be utilised to replace short term loans, to meet long term loan working capital requirements, to meet requirement for Normal Capital Expenditure and for general corporate purpose.

Coupon Rate 10.34% p.a. Coupon Payment Frequency Quarterly Coupon payment dates First Interest Payment Date shall be April 18, 2013 and thereafter each

quarter

Coupon Type Fixed Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

Not Applicable

Day Count Basis Actual/ Actual. Interest for each of the interest periods shall be calculated, on 'actual/ 365 (366 in case of a leap year) days' basis, on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee.

Interest on Application Money Interest on application money (Subject to TDS at applicable rate ) will be paid to investors at coupon from the date of realization of subscription money up-to one day prior to the Deemed Date of Allotment.

Default Interest Rate In case of default in payment of Interest and/or principal redemption on

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the due dates, additional interest @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period. In case of delay in execution of Trust Deed and Charge documents within 3 months from disbursement, the Company will pay penal interest of 2% p.a. over the coupon rate till these conditions are complied with In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor

Tenor 11 years from Deemed Date of Allotment Redemption Date Three equal annual instalments commencing from the end of 9th year

from the date of allotment (i.e. at the end of 9th, 10th and 11th year i.e. in the proportion of 33% in 9th year, 33% in 10th year and 34% in 11th year)

Redemption Amount At Par Redemption Premium /Discount Nil Issue Price At Par Discount at which security is issued and the effective yield as a result of such discount.

Not Applicable

Face Value Rs 10 lakhs per instrument for all the issues Minimum Application and in multiples of Debt securities thereafter

1 Debentures and in multiple of 1 Debenture thereafter

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment

Janaury 18, 2013 January 18, 2013 January 18, 2013 January 18, 2013 (The company reserves the right to change the issue programme and also accept or reject any application in part or in full without assigning any reason.)

Issuance mode of the Instrument Demat only Trading mode of the Instrument Demat only Settlement mode of the Instrument Payment of Interest and Principal will be made cheque(s)/ interest

warrant(s)/ demand draft(s)/credit through RTGS system / electronic mode

Depository NSDL & CDSL Business Day Convention Should any of dates defined above or elsewhere in the Information

Memorandum, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s).

Record Date 15 days prior to each Coupon Payment / Put Option Date / Call Option Date / Redemption date.(Both days exclusive)

Security The Debentures shall be Secured by way of First PariPassu charge on 2.8 mtpa Fixed assets located at Vijaynagar works Karnataka, and a flat situated at Vasind in the state of Maharashtra having a minimum asset cover of 1.25 times on book value basis to be maintained during the currency of the NCDs. Security will be created in favour of the Trustees. The actual form, mode and method of security creation shall be decided in mutual consultation with the Trustees. The Company shall at all times in consultation of the trustees maintain a minimum security cover of 1.25 times of the value of

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the Principal Amounts and Interest amounts outstanding under the current disclosure document. The Company shall create security, as mentioned above for the said debentures , within a period of 3 months from the date of disbursement , failing which an additional interest @ 2% p.a. on the outstanding amount of Debentures shall be payable by the company from the date of disbursement till such creation of security to the satisfaction of investors.

Such additional interest, if any , on account of non creation of security within the time limit, will become due on the date of creation of security or due date of interest payment, whichever falls earlier. If however the such dues are not paid on the due date, the amount will be treated in default and further additional interest @ 2% p.a will be payable.

In case the security is not created within the abovementioned time of 3 months from the date of disbursement, the investors shall reserve the right to recall its outstanding principal amounts on the debentures along with all other monies /accrued interest due in respect thereof including compensation for all real/notional losses calculated on the basis as the investor(s) may deem fit.

Transaction Documents • Letter from the Trustee dated January 9, 2013 consenting to act as Trustee to the Issue.

• Credit Rating Letter & Rational from CARE Ratings • Resolution of the Board of Directors dated 26th July 2012 for issuance

of debentures and empowering for other related matters. • Tripartite agreement between the Company, dated 26th February

1997 and National Securities Depository Limited/ Central Depository Services (India) Limited.

Events of Default Each of the following events shall be an Event of Default:

1. Default is made in any payment of any interest or principal in respect of the NCDs or any of them when due the Issuer shall be liable to pay additional interest at 2% over and above the yield to maturity rate per annum.

2. The Issuer fails to create the security as identified in the Debenture Trust Deed within a period of 3 months from disbursement or within the extended time, if any given by the investors for creation of the security. In case of default in creation of security, the Issuer shall be liable to pay penal interest at the rate of 2% p.a. from the date of allotment till the date of creation of the security. In case the security is not created within the three months from the date of disbursement , the investor(s) shall reserve the right to recall its outstanding principal amounts on the aforesaid debentures along with all other monies /accrued interest due in respect thereof including compensation for all real/notional losses calculated on the basis as the investor(s) may deem fit.

Rating Migration clause If the long term rating “AA” of NCDs issued by the company is downgraded at any point of time during the currency of NCDs : (i) The investor(s) reserves the right to reset the interest rate based

on the downgraded rating with effect from the date of downgrading.

(ii) If the rating falls below the investible grade as per the guidelines applicable to LIC, the corporation shall reserve the right to recall its outstanding principal amount on the aforesaid debentures along with all other monies /accrued interest due in respect

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thereof including compensation for all real/notional losses calculated on the basis as the corporation may deem fit.

Provisions related to Cross Default Clause

Not Applicable

Role and Responsibilities of Debenture Trustee

The Company has received the consent of IDBI Trusteeship Limited to act as the trustees on behalf of the Debenture holders. The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s).

Governing Law and Jurisdiction The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Mumbai

For JSW Steel Limited Rajeev Pai CFO Place: Mumbai Date: January 15, 2013

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Annexure 1 Rating Letter

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Annexure 2

Consent Letter from the Trustee