Dharamtar Port

Contents

Management Reports Financial Statements 4 Notice 24 Independent Auditors' report 8 Directors' Report 34 Standalone Balance Sheet 35 Standalone Statement of Profit and Loss 36 Standalone Statement of Changes in Equity 37 Standalone Statement of Cash Flow 39 Notes

Forward-looking statement In this Annual Report, we have disclosed forward looking information to enable the investors to comprehend our prospects and take informed investment decisions. This report and other statements – written and oral – that we periodically make, contain forward- looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe, we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, our actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. FY20 Performance highlights Standalone

J 19,385.78 LAKHS J 16,428.62 LAKHS GROSS TURNOVER NET TURNOVER

J 10,521.61 LAKHS J5,572.28 LAKHS EBITDA PBT

J7,800.97 LAKHS J4,976.19 LAKHS CASH PROFIT PAT CORPORATE INFORMATION

Board of Directors MR. LALIT SINGHVI Non-Executive Director

MR. RASHMI RANJAN PATRA Whole-Time Director

MR. SUDIP MISHRA Non-Executive Director

Chief Financial Officer MR. VIKRAM AGARWAL Company Secretary MS. VAIDEHI SAIL Statutory Auditors M/s. Shah Gupta & Co. Chartered Accountants

Bankers Axis Bank Limited Yes Bank Limited Canara Bank RBL Bank Limited ICICI Bank Limited State Bank of India Registered Office JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Tel: +91 22 4286 1000 Fax : +91 22 4286 3000 E-mail: [email protected] www.jsw.in CIN: U93030MH2012PTC236083

Works Dharamtar Port Post: Dolvi Tal: Pen, Raigad - 402107 Maharashtra, India. MANAGEMENT REPORTS NOTICE

Notice is hereby given that the Eighth Annual General No. 137533W, be and are hereby appointed as Meeting of the Shareholders of JSW Dharamtar Port the Statutory Auditors of the Company, to hold Private Limited will be held on Wednesday, 5th office from the conclusion of this 8th Annual August, 2020 at 10 a.m. at JSW Centre, Bandra Kurla General Meeting till the conclusion of the 13th Complex, Bandra (East), Mumbai - 400 051 to transact Annual General Meeting of the Company on such the following businesses: remuneration as shall be fixed by the Board of Directors of the Company.” Ordinary Business 1. To receive, consider and adopt the Audited Special Business Standalone Balance Sheet as at 31st March, 4. To consider and, if thought fit, to pass, with or 2020 and Standalone Statement of Profit and without modification(s), the following resolution Loss for the year ended on that date together as Ordinary Resolution: with the reports of the Board of Directors and “RESOLVED THAT pursuant to the provisions Auditors thereon. of Sections 196, 197, 198 and 203 read with 2. To appoint the Director in place of Mr. Sudip Schedule V of the Companies Act, 2013 and the Mishra (holding DIN: 03428213), who retires by Companies (Appointment and Remuneration of rotation and being eligible, offers himself for Managerial Personnel) Rules, 2014 (including re-appointment. any statutory modification(s) or re-enactment thereof, for the time being in force) consent of 3. To consider and, if thought fit, to pass the the members be and is hereby accorded for following Resolution as an Ordinary Resolution: the re-appointment of Mr. Rashmi Ranjan Patra “RESOLVED THAT pursuant to the provisions (DIN: 03014938) as a Whole-time Director of the of Sections 139, 140 and other applicable Company, not liable to retire by rotation, for a provisions, if any, of the Companies Act, 2013, period of five years with effect from 30th March and the Companies (Audit and Auditors) Rules, 2020 without remuneration and upon such 2014, including any statutory modification(s) or terms & conditions as agreed between Board of re-enactment thereof, M/s. HPVS & Associates, Directors and the Director.” Chartered Accountants, Mumbai, Firm Registration

Registered Office By order of the Board of Directors JSW Centre, Bandra Kurla Complex, JSW Dharamtar Port Pvt. Ltd Bandra East, Mumbai 400 051 CIN: U93030MH2012PTC236083 Vaidehi Sail Place: Mumbai Company Secretary Dated: 13th July, 2020 (M No: 55899)

NOTES: 1. The relative Explanatory Statement pursuant 2. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE to Section 102 of the Companies Act, 2013 in AT THE MEETING AND IS ENTITLED TO APPOINT A respect of special business under item no. 4 set PROXY TO ATTEND AND, ON A POLL, VOTE INSTEAD out above and the details under Clause 1.2.5 of OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT Secretarial Standard on General Meeting (SS-2) BE A SHAREHOLDER OF THE COMPANY. issued by the Institute of Company Secretaries 3. Shareholders / Proxies should bring of India, in respect of the person(s) seeking their attendance slip duly filled in for appointment/re- appointment as Director at the attending the meeting. Annual General Meeting, is annexed hereto.

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4. Copies of Annual Report will not be distributed Company at the 3rd Annual General Meeting for at the Annual General Meeting. Shareholders are a tenure of five years. At the ensuing Annual requested to bring their copies to the meeting. General Meeting (AGM) M/s. Shah Gupta and Co., Chartered Accountants will retire as the 5. Corporate members are requested to send a duly Company’s Auditor. certified copy of the resolution authorizing their representatives to attend and vote at the meeting. The Board of Directors of the Company at its meeting held on 28th May, 2020 have 6. In case of joint holders attending the meeting, recommended to the Members the appointment only such joint holder who is higher in the order of of M/s. HPVS & Associates, Chartered names will be entitled to vote. Accountants, Mumbai, as the Statutory Auditors 7. Members who hold Shares in physical form of the Company for a period of 5 years from the are requested to write their Folio number in conclusion of this 8th Annual General Meeting the attendance slip for attending the meeting till the conclusion of the 13th Annual General to facilitate identification of membership Meeting. The Company has received a certificate at the meeting. under Section 141(3) of the Act read with Rule 10 of the Companies (Audit and Auditors) Rules, 8. The instrument(s) appointing the Proxy, if any, 2014 from M/s. HPVS & Associates, Chartered shall be deposited at the Registered Office of Accountants, Mumbai, confirming their eligibility the Company not less than forty eight (48) hours to be appointed as the Auditors of the Company before the commencement of the Meeting and in and that they are free from any disqualifications default, the instrument of Proxy shall be treated and that they do not violate the limits as as invalid. Proxies shall not have any right to specified under the Act. speak at the Meeting. Proxies submitted on behalf of limited companies, societies, partnership Consent of the Members is sought for the firms, etc. must be supported by appropriate appointment of M/s. HPVS & Associates, resolution/authority, as applicable, be issued by Chartered Accountants, as the Statutory Auditors the Shareholder organization. of the Company for a period of 5 years, from the conclusion of this 8th Annual General Meeting 9. Shareholders are requested to intimate the till the conclusion of the 13th Annual General Company at its registered office, immediately Meeting at remuneration to be determined by the of any change in their mailing address or email Board of Directors. address in respect of equity shares held. None of the Director and Key Managerial 10. Shareholders desirous of having any information Personnel of the Company and their relatives are regarding Accounts are requested to address concerned or interested, financially or otherwise their queries to the Accounts Officer at the in the resolution set out at Item no. 3 Registered Office of the Company at least seven days before the date of the Annual General Your Directors recommend the resolution set out Meeting, so that the requisite information can be in Item no. 3 for your approval. made available at the Annual General Meeting. EXPLANATORY STATEMENT IN RESPECT OF THE 11. All documents referred to in the accompanying SPECIAL BUSINESS PURSUANT TO SECTION 102(1) Notice are open for inspection at the Registered OF THE COMPANIES ACT, 2013 Office of the Company on all working days if the ITEM NO. 4 Company, during office hours, upto the date of Mr. Rashmi Ranjan Patra (DIN: 03014938) was the Annual General Meeting. appointed as the Whole-time Director of the Company by the shareholders for a term of five years with effect 12. Item No. 3 of the Notice – Appointment of from 30th March, 2015. Statutory Auditor Mr. Patra has completed his education as a Civil and Your Company had appointed M/s. Shah Gupta Coastal Engineer from IIT, Kharagpur and did his Masters & Co., Chartered Accountants (Firm Registration from University of Florida, Gainesville, U.S.A. He has No.:109574W), as Statutory Auditors of the more than 27 years of qualitative expertise (including

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 5 MANAGEMENT REPORTS NOTICE (CONTD.)

7 years in USA, Denmark, Singapore) in design, In view of his rich, varied, vast experience and planning, execution, supervision & management of distinguished career, the re-appointment of Mr. Rashmi infrastructure projects. Ranjan Patra as a Whole-time Director of the Company would be in the best interest of the Company. The Board of Directors at its meeting held on 19th March, 2020, re-appointed Mr. Patra as the Whole-time Except Mr. Rashmi Ranjan Patra, being an appointee, Director of the Company, not liable to retire by rotation, none of the Director and Key Managerial Personnel to hold office for a term of five years with effect from of the Company and their relatives are concerned or 30th March, 2020 subject to the approval of the interested, financially or otherwise in the resolution members of the Company. set out at Item no. 4. As required under Clause 1.2.5 of the Secretarial Your Directors recommend the resolution as at item no. Standard -2, Mr. Patra’s brief resume and other requisite 4 for your approval. information is annexed to and forms a part of notice.

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Pursuant to Clause 1.2.5 of the Secretarial Standards-2, the details for the Directors proposed to be re-appointed/appointed at the ensuing Annual General Meeting are given below:

Name of Director Mr. Rashmi Ranjan Patra Mr. Sudip Mishra Category/Designation Whole-time Director Non-Executive Director DIN 03014938 03428213 Age 58 years 45 years Date of Birth 08/07/1961 07/11/1974 Date of Original Appointment 24-09-2012 30-03-2015 Qualification Mr. Patra has completed his education as a Mr. Sudip Mishra is a Bachelor of Science Civil and Coastal Engineer from IIT, Kharagpur (B.Sc), MBA (Finance). and did his Masters from University of Florida, Gainesville, U.S.A. Expertise in specific functional areas Mr. Patra has more than 27 years of Mr. Sudip Mishra has over 15 years of vide qualitative expertise (including 7 years experience in the areas of finance and in USA, Denmark, Singapore) in design, capital restructuring. planning, execution, supervision & management of infrastructure projects.

Directorship in other Indian Public Limited • Jaigarh Digni Rail Limited • JSW Shipyard Private Limited Company# • JSW Mangalore Container Terminal • Paradip East Quay Coal Terminal Private Limited Private Limited • JSW Salav Port Private Limited • West Waves Maritime & Allied • South West Port Limited Services Private Limited • Masad Marine Service Private Limited • Sustainable Consulting Solutions Private Limited Chairmanship/Membership of Committees* Nil Nil in other Indian Public Limited Company (C=Chairman) (M=Member) No. of Equity Shares Nil Nil Relationship between Directors inter-se None None with other Directors and Key Managerial Personnel of the Company Terms & Conditions of appointment or re- To be re-appointed as the Whole-time Tenure as director is subject to retirement appointment Director for a term of 5 years not liable to of Directors by rotation in terms of Section retire by rotation. 152 of the Companies Act, 2013. Remuneration last drawn Nil Nil Remuneration proposed to be paid Nil Nil Number of Meeting of the Board attended 8/9 9/9 during the year

# As per disclosure received from the Directors. *Only three committees mainly Audit, Corporate Social Responsibility and Nomination & Remuneration Committee have been considered.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 7 MANAGEMENT REPORTS DIRECTORS’ REPORT

To the Members of JSW DHARAMTAR PORT PRIVATE LIMITED, Your Directors take pleasure in presenting the Eighth Annual Report of the Company, together with the Audited Standalone Financial Statement for the year ended 31st March, 2020.

1. Financial summary or highlights/performance of the Company A) FINANCIAL RESULTS

(B In Lakhs) Particulars 2019-20 2018-19 Revenue from Operations 16,428.62 16,353.95 Other Income 1,238.56 429.17 Total Revenue 17,667.18 16,783.12 Profit before Interest, Depreciation and Tax Expenses (EBIDTA) 10,521.61 9,683.95 Finance costs 3,033.01 2,807.58 Depreciation and amortisation expenses 1,916.32 1,684.70 Profit before Tax (PBT) 5,572.28 5,191.67 Provision for Tax 596.09 126.17 Profit after Tax (PAT) 4,976.19 5,065.50 Other comprehensive income / (loss) for the year (8.14) (17.63) Total Comprehensive Income / (loss) for the year 4,968.05 5,047.87 Add: Profit brought forward from previous year 16,494.97 11,447.10 Amount available for Appropriation 21,463.02 16,494.97 Balance Carried to Standalone Balance Sheet 21,463.02 16,494.97

B) PERFORMANCE HIGHLIGHTS the Registrar which are in compliance with Standalone the applicable Accounting Standards. As › The operating revenue and other JSW Infrastructure Limited, holding company income of your Company for fiscal of the Company, files consolidated financial 2020 is H 17,667.18 Lakhs as against statements with the Registrar, the Company H 16,783.12 Lakhs for fiscal 2019 showing is not required to prepare consolidated an increase of 5.27 %. financial statements as per the said Rules.

› The EBIDTA increased by 8.65 % from 2. COVID-19 H 9,683.95 Lakhs in fiscal 2019 to Your Company has continued its operations H 10,521.61 Lakhs in fiscal 2020. during lockdown due to outbreak of COVID-19 › Profit for the year 2020 was H 4,968.05 as the port service is considered as one of the Lakhs as against H 5,047.87 Lakhs in essential services by the Government. Based on fiscal 2019. initial assessment, the management does not expect any medium to long-term impact on the › The net worth of your Company increased business of the Company. Your Company has to H 23,527.10 Lakhs at the end of fiscal evaluated the possible effects on the carrying 2020 from H 18,286.48 Lakhs at the end amounts of property, plant and equipment, of fiscal 2019. inventory, loans, receivables and debt covenants The Ministry of Corporate Affairs vide basis the internal and external sources of Notification No. G.S.R. 742(E) dated 27th July, information, exercising reasonable estimates and 2016 notified the Companies (Accounts) judgements, that the carrying amounts of these Amendment Rules, 2016 (“Rules”) as per assets are recoverable. Having regard to above, which it has been provided that a company and the Company’s liquidity position, there is no is not required to prepare consolidated uncertainty in meeting financial obligations over financial statements if its holding company the foreseeable future. files consolidated financial statements with

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3. Operations and Expansion Plan c. sweat equity shares JSW Dharamtar Port is located in the vicinity of d. preference shares South East of Mumbai harbour in Dharamtar Creek in the estuary of Amba river extending to about 7. Finance 12 nautical miles upstream of the river. The port Your Company had outstanding long term debt is being used to load /unload cargo from barges of H 10,266.65 lakhs and short term debt of varying from 2500 to 8000 DWT with fleet size H 11,615.98 lakhs at the end of the year. of 48 (Barges and MBCs) involved in Lighterage operation at Mumbai Harbour and transshipment 8. Report on Performance of from JSW Jaigarh Port. The major cargo handled Subsidiaries, Associates and Joint are Iron Ore Fines, Iron Ore Lumps, Iron Ore Pellets, Venture Companies Coke, Coal, Coke Breeze, Lime stone, Dolomite, The performance and financial position of each HBI, TMT Bar, HR Coil, Cement Clinker etc. of the subsidiaries, associates and joint venture During the fiscal, the port handled 12.84 MMT as companies for the year ended 31st March, 2020 against 12.69 MMT cargo in the previous fiscal. is attached as Annexure A to the standalone financial statement of the Company in the To meet higher cargo requirement of JSW Steel prescribed format AOC-1 and forms part of the Plant due to their forthcoming expansion from Directors' report. 5 MTPA to 10 MTPA, Dharamtar Port is also expanding and appending it’s Jetty by additional 9. Subsidiary Companies length and procuring more Barge Unloaders to MASAD MARINE SERVICES PRIVATE LIMITED handle 34 MTPA of cargo annually with related (MASAD MARINE) Conveyor system. Phase one Conveying system Masad Marine was incorporated during the was commissioned in Mar-17 and phase II is in financial year 2014-15 with an authorised capital progress. After Phase II expansion, the Port shall of H 15 Lakhs and paid-up Equity Capital of the be capable to handle 34 MTPA of Bulk Cargoes. company is H 1 Lakh. Your Company holds 100% Further, Dharamtar Port has permission to handle of the paid up share capital of the Company. third party cargo which is also actively pursued. 10. Deposits 4. Transfer to Reserves The Company has not accepted or renewed any The Board of Directors has decided to retain the amount falling within the purview of provisions of entire amount of profit to profit and loss account. Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) 5. Dividend Rules, 2014 during the year under review. Your Directors have deemed it prudent not to Hence, the details relating to deposits as also recommend any dividend on equity shares for requirement for furnishing of details of deposits the year ended 31st March, 2020, in order to which are not in compliance with Chapter V of the conserve the resources for future growth. Act is not applicable.

6. Change in Capital Structure 11. Material Changes and Commitments SHARE CAPITAL In terms of Section 134(3)(l) of the Companies The equity share capital of the Company stands Act, 2013, except as disclosed elsewhere in this at H1,501 lakhs as on 31st March, 2020. During report, no material changes and commitments the year under review, your Company has not which could affect the Company’s financial issued further share capital in any mode. position have occurred between the end of the financial year of the Company and date During the year under review, your Company has of this report. not issued any: a. shares with differential rights b. further issue of shares

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 9 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

12. Significant and Material Orders 16. Credit Rating passed by Regulators or Courts or During the year, the Company has subjected itself Tribunal for a re-rating. CARE has assigned CARE A+ (Single No orders have been passed by any Regulator A plus) rating to the long term loan facilities of the or Court or Tribunal which can have impact on Company and CARE A (Single A) rating to the long the going concern status and the Company’s term subordinate debt of the Company. operations in future. It has assigned CARE A1+ (Single A One Plus) 13. Particulars of Loans, Guarantees, rating to the short term non-fund based facilities Investments and Securities of the Company. Particulars of investments made, loans given, 17. Directors and Key Managerial guarantees given and securities provided Personnel along with the purpose for which the loan or In accordance with the provisions of Section 152 guarantee or security is proposed to be utilised of the Companies Act, 2013 and in terms of the by the recipient are provided in the notes to Articles of Association of the Company, Mr. Sudip financial statement. Mishra (DIN: 03428213) retires by rotation at the 14. Particulars of Contracts or ensuing Annual General Meeting (AGM) and being Arrangements with Related Parties eligible offers himself for reappointment. All contracts / arrangements / transactions Mr. Rashmi Ranjan Patra (DIN: 03014938) was entered by the Company during the financial year appointed as the Whole-time Director of the with related parties were in the ordinary course of Company for a tenure of five years with effect business and on an arm’s length basis and hence from 30th March, 2015. During the year under provisions of Section 188 of the Companies Act, review, the Board of Directors at its meeting held 2013 are not applicable. 19th March, 2020 re-appointed Mr. Patra for a further period of five years with effect from 30th All related party transactions which are March, 2020 subject to shareholders approval at in the ordinary course of business and on the ensuing Annual General Meeting. arm’s length basis, of repetitive nature and proposed to be entered during the financial During the year under review Ms. Vaidehi Sail year are placed before the Board for prior was appointed as the Company Secretary of the approval at the commencement of the financial Company by the Board of Directors at its meeting year and also annexed to this report as held on 18th April, 2019. Annexure B in Form AOC-2. None of the Managerial Personnel except Rashmi The details of transactions / contracts / Ranjan Patra (DIN: 03014938), Whole-time arrangements entered by the Company with Director who is in receipt of remuneration from related parties are set out in the Notes to the the JSW Infrastructure Limited, holding company Standalone Financial Statements. of the Company where he is holding the position of Vice President. 15. Disclosure under Section 67(3) of The Companies Act, 2013 As disclosed above, there was no other change in the Key Managerial Personnel of the Company During the year under review, there were no during the year. special resolution passed pursuant to the provisions of Section 67(3) of the Companies 18. Corporate Social Responsibility (CSR) Act, 2013 and hence no information as required Initiatives pursuant to Section 67(3) of the Act read with The Company firmly believes that in order to be Rule 16(4) of Companies (Share Capital and a responsible corporate citizen in its true sense, Debentures) Rules, 2014 is furnished. its role is much more than port services. As

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such, the Company aims to continuously foster successfully spent H 127 Lakhs towards the CSR inclusive growth and a value based empowered activities for FY 2019-20. society. For this, the Company engages in such The disclosure as per Rule 8 of Companies initiatives for the welfare of the society. (Corporate Social Responsibility Policy) Rules, The Company continues to strengthen its 2014 is annexed to this report as Annexure C. relationship with the communities by engaging itself in rural development activities, promoting 19. Disclosures related to Board, social development etc as per the categories Committees and Policies provided in the Companies Act, 2013. A) BOARD MEETINGS The Board of Directors comprised of the STRATEGY following members: › The Company administers the planning and implementation of all the CSR interventions. It is Name Designation guided by the CSR Committee appointed by the Mr. Rashmi Ranjan Patra Whole-time-Director Board, which reviews the progress from time Mr. Lalit Singhvi Non-Executive Director to time and provides guidance as necessary. Mr. Sudip Mishra Non-Executive Director › Taking a note of the importance of synergy The Board of Directors met nine times and interdependence at various levels, the during the financial year ended 31st March, CSR programmes are carried out directly as 2020 and the intervening gap between well as through strategic partnerships and in the meetings was in accordance with the close coordination with the concerned State provisions of the Companies Act, 2013 and Governments. rules made thereunder. › Priority is given to the villages in the immediate The dates on which the Board of Directors vicinity of the location, in order to get maximum met during the financial year under effectiveness. review are as under: THEMATIC AREAS The Company has aligned its CSR programmes Sr. No Date of Board Meeting under education, health, nutrition, agriculture, 1. 18th April, 2019 environment & Water, Skill Enhancement. 2. 21st May, 2019 3. 31st May, 2019 This helps the Company cover the following 4. 12th July, 2019 thematic interventions as per Schedule VII of the 5. 2nd November, 2019 Companies Act, 2013: 6. 16th November, 2019 › Promoting Social Developments 7. 22nd November, 2019 (education, skill development, livelihood 8. 28th January, 2020 9. 19th March, 2020 enhancements etc.) › Addressing Social inequalities B) COMMITTEES AND POLICIES 1. Corporate Social Responsibility › Rural development Committee As per Section 135 of the Companies Act, 2013, The Corporate Social Responsibility all Companies having net worth of H 500 crore or Committee is comprised of two more, or turnover H 1000 crore or more or a net members as follows: profit of H 5 crore or more during the financial year are required to spend 2% of the average net profit Name Designation of their three immediately preceding financial Mr. Lalit Singhvi Chairman years on CSR related activities. Accordingly, the Mr. Rashmi Ranjan Patra Member Company was required to spend H 127 Lakhs The Corporate Social Responsibility towards CSR activities. Your Company has Committee met thrice during the financial

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 11 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

year ended 31st March, 2020 in accordance of risk identification and management with the provisions of the Companies Act, in compliance with the provisions of the 2013 and the rules made thereunder. Companies Act, 2013. The dates on which the Corporate Social Your Company follows the Committee Responsibility Committee met during the of Sponsoring Organisations (COSO) financial year under review are as under: framework of Enterprise Risk Management (ERM) to identify, classify, communicate, Sr. No Date of CSR Committee Meeting respond to risks and opportunities based 1. 18th April, 2019 on probability, frequency, impact, exposure 2. 21st May, 2019 and resultant vulnerability and ensure 3. 30th January, 2020 Resilience such that - 2. Whistle Blower Policy (Vigil Mechanism) a) Intended risks, like for investments, for the Directors and Employees are taken prudently so as to manage The Board has, pursuant to the provisions exposure which can withstand of Section 177(9) of the Companies Act, risks affecting investments and 2013 read with Rule 7 of the Companies remain resilient. (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy and b) Unintended risks related to Vigil Mechanism” (“the Policy”). performance, operations, compliances and systems are managed through Your Company believes in the conduct of direction setting vision/ mission, the affairs of its constituents in a fair and prudent capital structuring, funds transparent manner by adopting highest allocation commensurate with risks standards of professionalism, honesty, and opportunities, code of conduct, integrity and ethical behavior. competency building, policies, This Policy has been framed with a view processes, supervisory controls, to interalia provide a mechanism interalia audit reviews etc. enabling stakeholders, including Directors, c) Knowable unknown risks in fast individual employees of the Company changing Volatile, Uncertain, Complex and their representative bodies, to freely and Ambiguous (VUCA) conditions are communicate their concerns about illegal managed through timely sensitisation or unethical practices and to report genuine of market trends. concerns or grievance as also to report to the management concerns about unethical d) Adequate provision is made for not behavior, actual or suspected fraud or knowable unknown risks. violation of the company’s code of conduct e) Overall risk exposure of present or ethics policy and future risks remains within Risk Mr. Rashmi Ranjan Patra, Whole-time Director capacity as may be perceived by is designated as the Ethics Counsellor. the management. The Whistle Blower Policy and Vigil All risks including investment risks, Mechanism may be accessed on the risks related to operations, compliances Company’s website at www.jsw.in be reviewed in detail in the Board of Directors’ meeting. 3. Risk Management Policy The Board of Directors of the Company has The Risk Management Policy may designed a Risk Management Policy. be accessed on the Company’s website at www.jsw.in The policy aims to ensure for Resilience for sustainable growth and sound corporate governance by having an identified process

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20. Internal Financial Controls with the provisions of the Companies Act INTERNAL CONTROL AND INTERNAL AUDIT 2013 for safeguarding the assets of the A robust system of internal control and audit, Company and for preventing and detecting commensurate with the size and nature of the fraud and other irregularities; business, forms an integral part of the Company’s (d) that the directors had prepared the annual policies. Internal control systems are an integral accounts for the year under review, on a part of the Company’s corporate governance ‘going concern’ basis structure. A well-established multidisciplinary Audit & Assurance Services of JSW group consists (e) that the directors had devised proper of qualified finance professionals accountants, systems to ensure compliance with the engineers and SAP experienced is availed by provisions of all applicable laws and your Company. They carry out extensive audits that such systems were adequate and throughout the year, across all functional areas, operating effectively. and submit their reports to the Management about compliance with internal controls and 22. Auditors and Auditors Reports efficiency and effectiveness of operations, and A. STATUTORY AUDITORS key processes and risks. The observations made by the Statutory Auditor in their report for the financial year ended 31st The internal auditor report to the Board of March, 2020 read with the explanatory notes Directors who are experts in their fields. The therein are self-explanatory and therefore, do not Company extensively practices delegation call for any further explanation or comments from of authority across its team, which creates the Board under Section 134(3) of the Companies effective checks and balances within the system Act, 2013. The Auditors’ Report does not contain to arrest all possible gaps. The internal audit team any qualification, reservation or adverse remark. has access to all information which has been a largely facilitated by ERP implementation across M/s. Shah Gupta and Co., Chartered Accountants, the organisation. the Auditors of the Company, were appointed by the shareholders at the 3rd Annual General 21. Directors’ Responsibility Statement Meeting dated 28th September, 2015 for a term of Pursuant to the requirement under Section five years. At the ensuing Annual General Meeting 134(5) of the Companies Act, 2013 with respect M/s. Shah Gupta and Co., Chartered Accountants to Directors’ Responsibility Statement, it is will retire as the Company’s Auditor. hereby confirmed: It is proposed to appoint M/s. HPVS & Associates, (a) that in preparation of the annual accounts, Chartered Accountants as the new Statutory the applicable accounting standards had Auditors of the Company. M/s. HPVS & Associates been followed along with proper explanation are proposed to be appointed for a period of relating to material departures; 5 continuous years i.e. from the conclusion of 8th AGM till the conclusion of 13th AGM of the (b) that the directors had selected such Company. M/s. HPVS & Associates, have informed accounting policies and applied them the Company that their appointment, if made, consistently and made judgements and would be within the limits prescribed under estimates that are reasonable and prudent Section 141 of the Companies Act, 2013. They so as to give a true and fair view of the have also furnished a declaration in terms of state of affairs of the Company at the end Section 141 that they are eligible to be appointed of the financial year and of the profit of the as auditors and that they have not incurred any Company for the year under review; disqualification under the Company Act 2013. (c) that the directors had taken proper and The Board recommends appointment of sufficient care for the maintenance of M/s. HPVS & Associates as Statutory Auditors of adequate accounting records in accordance

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 13 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

the Company from the conclusion of 8th AGM up information relating to foreign exchange earnings to the conclusion of 13th AGM of the Company. and outgo is provided herewith. During the year, the Company has complied with 1) Foreign Exchange Earnings and Outgo: the applicable Secretarial Standards issued by Total foreign exchange used and earned the Institute of Company Secretaries of India. during the year. 23. Extract of Annual Return (B in lakhs) The Extract of annual return in MGT-9 as required Particulars FY 2019-20 FY 2018-19 under Section 92(3) of the Companies Act, 2013 Foreign Exchange earned - - and Rule 12 of the Companies (Management and Foreign Exchange used 586.46 410.91 Administration) Rules, 2014 for the year ended 31st March, 2020 is attached as Annexure D and 25. Environment and Pollution Control is also available on the website of the Company In order to protect the environment in and around at www.jsw.in. the Port premises following activities have 24. Conservation of Energy, Technology been undertaken: Absorption and Foreign Exchange 1) The Company is continuously monitoring Earnings and Outgo the Air and Water quality on a regular basis. The particulars relating to conservation of energy 2) Water is being sprinkled on road by water technology absorption required to be furnished tanker continuously to control fugitive pursuant to section 134(3)(m) of the Companies dust. Dry Fog system has been installed in Act, 2013 read with the Companies (Accounts) conveyor system to control fugitive dust in Rules, 2014, are as under: conveyor system. 1) On DHHI Barge Unloader 12 numbers of 1000- 3) In order to maintain a dust-free environment watt mercury lamps were replaced by 300 a Road sweeping machine was procured watts LED lamps. This helped in reducing the and commissioned at H 102 lakhs. This maintenance cost by H 3.5 Lakhs and power mechanical sweeping machine helps in consumption by 168,480 KWH. dust suppression as it uses sprinklers 2) Conveyor belt spillage is any fugitive on side brooms, main broom and in the material that falls around the load zone of front of the truck chaissis. In this machine, the conveyor belt. When spillage occurs on debris collected uses the filtration system a daily basis, it can be quite difficult to pick to prevent the dust from getting released up. In order to address spillage, in-house into environment. belt scrapper was installed on Conveyor The Company has taken initiatives for plantation DR1A and DR3A along with a funnel chute. of variety of trees in the Port premises. This mechanisation helps to scrapped the carry back cargo and fall into the funnel 26. Particulars regarding sexual chute. This has helped to keep belts clean, harassment of women at workplace eliminating carryback and making conveyor Your Directors state that during the year under systems safer and more productive. review, there were no cases filed pursuant to In accordance with the provisions of Section the Sexual Harassment of Women at Workplace 134(3)(m) of the Companies Act, 2013 read (Prevention, Prohibition and Redressal) Act, 2013. with the Companies (Accounts) Rules, 2014 the

14 MANAGEMENT REPORTS Management Reports

During the year, the Company has complied with Your Directors also wish to place on record their the provisions relating to constitution of “Internal gratitude for the co-operation and guidance Complaints Committee” under the Sexual provided by Maharashtra Maritime Board, Harassment of Women at Workplace (Prevention, the Governments of Maharashtra and other Prohibition and Redressal) Act, 2013. regulatory authorities.

27. Appreciation and Acknowledgements Your Directors take this opportunity to place on record their appreciation for the valuable Your Directors would like to express their contribution made by the employees and officers appreciation for the co-operation and assistance for the progress of the Company. received from banks, financial institutions, vendors, customers and the shareholders.

For and on behalf of the Board of Directors

Lalit Singhvi Rashmi Ranjan Patra Place: Mumbai (DIN: 05335938) (DIN: 03014938) Date: 28th May, 2020 Director Whole-time Director

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 15 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.) % of 100% shareholding (0.25) taxation lakhs) H Profit after after Profit - Rashmi Ranjan Patra Ranjan Rashmi (DIN: 03014938) Whole-time Director Sail Vaidehi 55899) (M No. Secretary Company taxation

Provision for for Provision (0.25) taxation Profit before before Profit - For and on behalf of the Board of Directors and on behalf of the Board For Lalit Singhvi (DIN: 05335938) Director Agarwal Vikram AIPPA6652F) (PAN: Chief Financial Officer Turnover - Investments 1.05 Total Total Liabilities

Total Total 0.015 Assets ANNEXURE A 2.04 Reserves and Surplus 1.00 (paid-up) Share capitalShare INR rate Exchange PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES ended Financial year year Financial 31st March, 2020 31st March,

(Information in respect of each subsidiary/Associate Companies/Joint Companies Venture to be presented with amounts in subsidiary Name of the the of Name Proposed Dividend from any of the subsidiaries is Nil Masad Marine Services Private Limited not have yet commenced operation. Masad Marine Services Limited Private

Sr. No Place: Mumbai 2020 28th May, Date: 1. Notes: 1) 2)

16 MANAGEMENT REPORTS Management Reports

ANNEXURE B FORM NO. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm’s length basis There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2020 which were not at arm’s length basis. 2. Details of material contracts or arrangement or transactions at arm’s length basis Name of Related Party Nature of Relationship Duration of Salient Terms Date of Amount Contract Board paid as Approval advance, if any Nature of Contract Purchase of Services JSW Infrastructure Limited Holding Company 180 months Cargo Handling Services - JSW IP Holdings Private Limited Others 12 months Brand Royalty Fees - JSW Jaigarh Port Limited Fellow Subsidiary Company 180 months Cargo Handling Services - Sale of Services Approved - by Board of JSW Steel Limited Others 180 months Cargo Handling Services Directors - Amba River Coal Limited Others 180 months Cargo Handling Services of the - JSW Cement Limited Others 12 months Cargo Handling Services Company on - JSW Jaigarh Port Limited Fellow Subsidiary Company 24 months Cargo Handling Services 8thFebruary, - 2019. Purchase of Capital Goods - JSW Steel Limited Others - Material Purchased - JSW Cement Limited Others - Material Purchased -

*Purchase/ sale of services is including goods & service tax. ** All transaction are in ordinary course of business and at arm’s length basis

For and on behalf of the Board of Directors

Lalit Singhvi Rashmi Ranjan Patra Place: Mumbai (DIN: 05335938) (DIN: 03014938) Date: 28th May, 2020 Director Whole-time Director

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 17 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

ANNEXURE C ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

A brief outline of the Company’s policy, including overview of projects or programs Refer Section: Corporate Social Responsibility in proposed to be undertaken and a reference to the web- link to the CSR policy and this Report projects and the programs and composition of CSR Committee. The Composition of CSR Committee Refer Section: Corporate Social Responsibility in this Report

(H In lakhs) Particulars Amount Average net profit of the Company for last three financial years 6,337.00 Prescribed CSR Expenditure (2% of the average net profit) 127.00 Details of CSR Expenditure during the financial year: Total amount to be spent for the financial year 127.00 Amount Spent 127.00 Amount Unspent - Excess Spent -

Manner in which the amount spent during the financial year is detailed below: (H In lakhs) (1) (2) (3) (4) (5) (6) (7) (8) Sr. CSR Project or Activity Sector in which Locality Amount Amount Cumulative Amount Spent: No Identified the project is Outlay Spent Expenditure Direct or through covered Implementing 1 Digital Education – E learning Promoting Social Village Mankule, 17.70 17.70 17.70 Ms Gurujiworld Project management Development Bhaal, Tukaram Technologies Pvt. wadi, Wadkhal, Ltd. Vadhav Tal Alibag/Pen, Dist Raigad 2 Digitalisation of 12 class Promoting Social Village Vadhav 6.59 6.59 6.59 Chaitanya Software rooms at village Vadhav & Development & Bhaal, Tal Pen, Tech. Ltd. Bhaal Dist Raigad 3 Fishermen Livelihood support -Addressing social Village, Div 0.73 0.73 0.73 Direct fish net, training inequalities (Ghodabandar & Tamasibandar) Tal Pen, Dist Raigad 4 COVID-19 – Equipment for Addressing social Jaigad 43.72 43.72 43.72 Direct hospital inequalities 5 High Mast Lamps and Road Rural Development Village Wadkhal, 25.00 25.00 25.00 Direct Safety Project Projects Tal Pen, Dist Raigad 6 Water Supply Pipeline Borje Rural Development Village Borje and 33.26 33.26 33.26 Direct and Div Projects Div, Tal – Pen, Wadkhal Total 127.00 127.00 127.00 CSR RESPONSIBILITIES We hereby affirm that the CSR policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of the CSR projects and activities in compliance with our CSR Objectives

For and on behalf of the Board of Directors Lalit Singhvi Rashmi Ranjan Patra Place: Mumbai (DIN: 05335938) (DIN: 03014938) Date: 28th May, 2020 Director Whole-time Director

18 MANAGEMENT REPORTS Management Reports

ANNEXURE D EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March, 2020 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

I. Registration and Other Details:

CIN : U93030MH2012PTC236083 Registration Date : 24th September, 2012 Name of the Company : JSW Dharamtar Port Private Limited Category / Sub-Category of the Company Private Limited Address of the Registered office and contact details : JSW Centre, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Whether listed company No Name, Address and Contact details of Registrar and Transfer Agent, if any: : NA

II. Principal Business Activities of the Company All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. Name and Description of main products/ NIC Code of the product/service % to total turnover of No. services the company 1 Port Services 501 – Sea and coastal water transport 100%

III. Particulars of Holding, Subsidiary and Associate Companies

Sl. Name and address of the CIN / GLN Holding / subsidiary / % of Applicable No. Company associate shares held section 1 JSW Infrastructure Limited U45200MH2006PLC161268 Holding 100 2(46) 2 Masad Marine Services U74120MH2014PTC258571 Subsidiary 100 2(87) Private Limited

IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity): i. Category-wise Share Holding: Category of No. of Shares held at the No. of Shares held at the % Change Shareholders beginning of the year end of the year during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares A. Promoters (1) Indian a) Individual/HUF ------b) Central Govt ------c) State Govt(s) ------d) Bodies Corp. -1,50,10,000 1,50,10,000 100 - 1,50,10,000 1,50,10,000 100 - e) Banks / FI ------f) Any other (Trust) ------Sub-total(A)(1): -1,50,10,000 1,50,10,000 100 - 1,50,10,000 1,50,10,000 100 -

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 19 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

Category of No. of Shares held at the No. of Shares held at the % Change Shareholders beginning of the year end of the year during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares (2) Foreign a) NRIs - Individuals ------b) Other - Individuals ------c) Bodies Corp. ------d) Banks / FI ------e) Any other ------Sub-total (A)(2): ------Total shareholding of -1,50,10,000 1,50,10,000 100 - 1,50,10,000 1,50,10,000 100 - Promoter (A) =(A)(1)+(A) (2) B. Public Shareholding (1) Institutions ------a) Mutual Funds ------b) Banks / FI ------c) Central Govt ------d) State Govt(s) ------e) Venture Capital ------Funds f) Insurance ------Companies g) FIIs ------h) Foreign Venture ------Capital Funds i) Others (specify) ------Sub-total (B)(1): ------(2) Non-Institutions a) Bodies Corp. i) Indian ------ii) Overseas ------b) Individuals i) Individual ------shareholders holding nominal share capital upto ` 1 lakh ii) Individual ------shareholders holding nominal share capital in excess of ` 1 lakh c) Others (Trust) ------Sub-total(B)(2): ------Total Public ------Shareholding (B)=(B) (1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) -1,50,10,000 1,50,10,000 100 - 1,50,10,000 1,50,10,000 100

Notes: 1) Bodies Corporate under the head “Promoter” holds shares along with its nominee.

20 MANAGEMENT REPORTS Management Reports

ii. Shareholding of Promoters Sl. Shareholder’s Name Shareholding at the Shareholding at the % change in No. beginning of the year end of the year shareholding No. of % of total % of Shares No. of % of total % of Shares during the Shares Shares Pledged/ Shares Shares Pledged / year of the encumbered of the encumbered to Company to total shares Company total shares 1 *JSW Infrastructure 1,50,10,000 100 - 1,50,10,000 100 - - Limited Total 1,50,10,000 100 - 1,50,10,000 100 - -

*Body Corporate holds shares along with its nominees. iii. Change in Promoters’ Shareholding: Sl. Shareholder’s Name Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company 1. JSW Infrastructure Limited At the beginning of the year 1,50,10,000 100 1,50,10,000 100 Purchase/Transfer during the year - - - - At the End of the year 1,50,10,000 100 1,50,10,000 100

iv. Shareholding pattern of top ten shareholders (other than Directors, Promoters and holders of GDRS And ADRS): Sl. For each of the Top 10 Shareholders Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company At the beginning of the year - - - - Purchase/Transfer with the Company At the End of the year (or on the date of - - - - separation, if separated during the year) v. Shareholding of Directors and Key Managerial Personnel: Sl. For each of the Directors and KMP Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of Shares % of total Shares No. of Shares % of total Shares of the Company of the Company At the beginning of the year - - - - Date wise Increase / Decrease in Share - - - - holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) At the End of the year - - - -

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 21 MANAGEMENT REPORTS DIRECTORS’ REPORT (CONTD.)

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

(H In lakhs) Secured Loans Unsecured Deposits Total excluding deposits loans* Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount 10,664.21 10,728.26 - 21,392.47 ii) Interest due but not paid - - - - iii) Interest accrued but not due 77.02 23.80 - 100.82 Total (i+ii+iii) 10,741.23 10,752.06 - 21,493.29 Change in Indebtedness during the financial year Addition - 1,555.99 - 1,555.99 Reduction (474.58) (694.20) - (1,168.78) Net Change (474.58) 861.79 - 387.21 Indebtedness at the end of the financial year i) Principal Amount 10,266.65 11,613.85 - 21,880.50 ii) Interest due but not paid - - - - iii) Interest accrued but not due - 45.61 - 45.61 Total (i+ii+iii) 10,266.65 11,659.46 - 21,926.11

*Unsecured loans comprises of Foreign Currency Term Loan and Overdraft Facility.

VI. Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl. Particulars of Remuneration *Mr. Rashmi Ranjan Patra No. (Whole-time-Director) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 86,53,903 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - 2 Stock Option - 3 Sweat Equity - 4 Commission - - as % of profit - - others, specify - 5 Others, please specify - 6 Employers Contribution towards PF 2,58,937 Total (A) 89,12,840 Ceiling as per the Act *NA *Mr. Rashmi Ranjan Patra is in receipt of remuneration from JSW Infrastructure Limited, holding company of the Company. As there is no remuneration paid from the Company, ceiling as per the Act is not applicable.

22 MANAGEMENT REPORTS Management Reports

B. Remuneration to Other Directors: No remuneration and sitting fees being paid to the Directors. C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Sl. Particulars of Remuneration Ms. Vaidehi Sail Mr. Vikram Agarwal No. (Company Secretary wef (Chief Financial Officer) 18th April, 2019) (H) (H) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the 5,18,562 18,65,197 Income‑tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 1,881 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - 2 Stock Option - - 3 Sweat Equity - - 4 Commission - - - as % of profit - - - others, specify - - 5 Others, please specify - - 6 Employers Contribution towards PF 18,510 72,978 Total (A) 5,37,072 19,40,056

VII. Penalties / Punishment/ Compounding of Offences: There were no Penalties/ Punishment/ Compounding of Offences during the year ended 31st March, 2020.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 23 FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT

To the Members of independent of the Company in accordance with the JSW DHARAMTAR PORT PRIVATE LIMITED ‘Code of Ethics’ issued by the Institute of Chartered Report on the Audit of the Standalone Accountants of India together with the ethical Financial Statements requirements that are relevant to our audit of the standalone financial statements under the provisions Opinion of the Act and the Rules thereunder, and we have We have audited the accompanying standalone fulfilled our other ethical responsibilities in accordance financial statements of JSW Dharamtar Port Private with these requirements and the Code of Ethics. We Limited (“the Company”), which comprise the believe that the audit evidence we have obtained is standalone balance sheet as at 31st March, 2020, sufficient and appropriate to provide a basis for our and the standalone statement of Profit and Loss audit opinion on the standalone financial statements. (including other comprehensive income), standalone statement of cash flows and standalone statement of Key Audit Matters changes in equity for the year then ended, and notes Key audit matters are those matters that, in our to the standalone financial statements, including a professional judgment, were of most significance summary of significant accounting policies and other in our audit of the standalone financial statements explanatory information (hereinafter referred to as “the for the financial year ended 31st March, 2020. These standalone financial statements”). matters were addressed in the context of our audit of the standalone financial statements as a whole, and In our opinion and to the best of our information in forming our opinion thereon, and we do not provide and according to the explanations given to us, the a separate opinion on these matters. For each matter aforesaid standalone financial statements give the below, our description of how our audit addressed the information required by the Companies Act, 2013 (“the matter is provided in that context. Act”) in the manner so required and give a true and fair view in conformity with the accounting principles We have determined the matters described below to generally accepted in India, of the state of affairs of the be the key audit matters to be communicated in our Company as at 31st March, 2020, its profit including report. We have fulfilled the responsibilities described other comprehensive income, its cash flows and the in the Auditor’s responsibilities for the audit of the changes in equity for the year ended on that date. standalone financial statements section of our report, including in relation to these matters. Accordingly, Basis for Opinion our audit included the performance of procedures We conducted our audit of the standalone financial designed to respond to our assessment of the risks statements in accordance with the Standards on of material misstatement of the standalone financial Auditing (SAs) specified under sub-section (10) of statements. The results of our audit procedures, Section 143 of the Act. Our responsibilities under including the procedures performed to address the those Standards are further described in the ‘Auditor’s matters below, provide the basis for our audit opinion Responsibilities for the Audit of the Standalone on the accompanying standalone financial statements. Financial Statements’ section of our report. We are

24 FINANCIAL STATEMENTS Financial Statements

The Key Audit Matter Auditor’s Response Accuracy and completeness of disclosure of related party transactions and compliance with the provisions of Act (as described in note 35 of the standalone financial statements) We identified the accuracy and completeness of disclosure of Our procedures in relation to the disclosure of related party related party transactions as set out in respective notes to the transactions included: standalone financial statements as a key audit matter due to: a. Obtaining an understanding of the Company’s policies and - the significance of transactions with related parties during procedures in respect of the capturing of related party the year ended 31st March, 2020. transactions and how management ensures all transactions and balances with related parties have been disclosed in the - Related party transactions are subject to the compliance standalone financial statements. requirement under the Act. b. Obtaining an understanding of the Company’s policies and procedures in respect of evaluating arms-length pricing and approval process by the board of directors. c. Read minutes of shareholder meetings and board meetings regarding Company’s assessment of related party transactions being in the ordinary course of business at arm’s length. d. Tested, on a sample basis, related party transactions with the underlying contracts/agreements, confirmation letters and other supporting documents, as part of our evaluation of the disclosure. e. Assessing management evaluation of compliance with the provisions of Section 177 and Section 188 of the Act. f. Evaluating the disclosures through reading of statutory information, books and records and other documents obtained during the course of our audit. Recoverability of Minimum Alternate Tax (‘MAT’) Credit after the tax holiday period (as described in note 8 of the standalone financial statements) The Company has accumulated MAT credit entitlement of Our procedures included the following: ` 2,934.03 lakhs as at 31st March, 2020. The Company is under tax holiday period up to financial year 2028-29 and the utilization a. We have assessed the eligibility of MAT credit recognized and of MAT credit depends on the ability of the company to earn the judgments applied to determine the forecasted taxable adequate profits. income to support the recognition of MAT credit entitlement. In order to assess the utilization of MAT credit, the Company b. We have tested the inputs and assumptions used in has prepared revenue and profit projections which involves preparation of forecasted taxable income against historical judgements and estimations. levels of taxable profits. The projections are based on management’s input of key variables c. We compared the forecast of future taxable income to and market conditions. The forecasted profit has been determined business plan and previous forecasts to the actual results using estimations of projected income and expenses of the and analyzed results for material differences, if any. Company. d. We evaluated the arithmetical accuracy of the model used to We have identified this as a key audit matter, due to the compute the recoverability of deferred tax asset. judgement and estimation involved in the preparation of the e. We have assessed the related disclosures in note 9 to the forecasted profits for the utilization of MAT credit. standalone financial statements.

Information Other than the Standalone Our opinion on the standalone financial statements Financial Statements and Auditor’s does not cover the other information and we do not Report Thereon express any form of assurance conclusion thereon. The Company’s Board of Directors is responsible for In connection with our audit of the standalone the other information. The other information comprises financial statements, our responsibility is to read the the information included in the Annual Report, but other information and, in doing so, consider whether does not include the standalone financial statements the other information is materially inconsistent with and our auditor’s report thereon. The Annual Report is the standalone financial statements or our knowledge expected to be made available to us after the date of obtained during the course of our audit or otherwise this auditor's report. appears to be materially misstated. If, based on the

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 25 FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT (CONTD.)

work we have performed, we conclude that there is that includes our opinion. Reasonable assurance a material misstatement of this other information, we is a high level of assurance but is not a guarantee are required to report that fact. We have nothing to that an audit conducted in accordance with SAs will report in this regard. always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are Responsibilities of the Management for considered material if, individually or in the aggregate, the Standalone Financial Statements they could reasonably be expected to influence the The Company’s Board of Directors is responsible economic decisions of users taken on the basis of for the matters stated in sub-section (5) of Section these standalone financial statements. 134 of the Act with respect to the preparation of As part of an audit in accordance with SAs, we exercise these standalone financial statements that give a professional judgment and maintain professional true and fair view of the financial position, financial skepticism throughout the audit. We also: performance including other comprehensive income, cash flows and changes in equity of the Company in › Identify and assess the risks of material accordance with the accounting principles generally misstatement of the standalone financial accepted in India, including the Indian Accounting statements, whether due to fraud or error, design Standards specified under Section 133 of the Act read and perform audit procedures responsive to those with the Companies (Indian Accounting Standards) risks, and obtain audit evidence that is sufficient Rules, 2015, as amended. This responsibility also and appropriate to provide a basis for our opinion. includes maintenance of adequate accounting The risk of not detecting a material misstatement records in accordance with the provisions of the resulting from fraud is higher than for one resulting Act for safeguarding of the assets of the Company from error, as fraud may involve collusion, forgery, and for preventing and detecting frauds and other intentional omissions, misrepresentations, or the irregularities; selection and application of appropriate override of internal control. accounting policies; making judgments and estimates › Obtain an understanding of internal control relevant that are reasonable and prudent; and design, to the audit in order to design audit procedures that implementation and maintenance of adequate internal are appropriate in the circumstances. Under clause financial controls, that were operating effectively (i) of sub-section (3) of Section 143 of the Act, we for ensuring the accuracy and completeness of the are also responsible for expressing our opinion accounting records, relevant to the preparation and on whether the company has adequate internal presentation of the standalone financial statements financial controls with reference to standalone that give a true and fair view and are free from material financial statements in place and the operating misstatement, whether due to fraud or error. effectiveness of such controls. In preparing the standalone financial statements, › Evaluate the appropriateness of accounting the management is responsible for assessing the policies used and the reasonableness of Company’s ability to continue as a going concern, accounting estimates and related disclosures disclosing, as applicable, matters related to going made by management. concern and using the going concern basis of accounting unless the management either intends to › Conclude on the appropriateness of management’s liquidate the Company or to cease operations, or has use of the going concern basis of accounting and, no realistic alternative but to do so. based on the audit evidence obtained, whether a material uncertainty exists related to events or Those Board of Directors are also responsible for conditions that may cast significant doubt on the overseeing the Company’s financial reporting process. Company’s ability to continue as a going concern. Auditor’s Responsibilities for the Audit of If we conclude that a material uncertainty exists, the Standalone Financial Statements we are required to draw attention in our auditor’s report to the related disclosures in the standalone Our objectives are to obtain reasonable assurance financial statements or, if such disclosures are about whether the standalone financial statements as inadequate, to modify our opinion. Our conclusions a whole are free from material misstatement, whether are based on the audit evidence obtained up to the due to fraud or error, and to issue an auditor’s report

26 FINANCIAL STATEMENTS Financial Statements

date of our auditor’s report. However, future events of Section 143 of the Act, we give in the “Annexure or conditions may cause the Company to cease to A” a statement on the matters specified in continue as a going concern. paragraphs 3 and 4 of the Order. › Evaluate the overall presentation, structure and 2. As required by sub-section (3) of Section 143 of content of the standalone financial statements, the Act, we report that: including the disclosures, and whether the a. We have sought and obtained all the standalone financial statements represent the information and explanations which to underlying transactions and events in a manner the best of our knowledge and belief were that achieves fair presentation. necessary for the purposes of our audit. Materiality is the magnitude of misstatements in the b. In our opinion, proper books of account standalone financial statements that, individually or as required by law have been kept by the in aggregate, makes it probable that the economic Company so far as it appears from our decisions of a reasonably knowledgeable user of the examination of those books. standalone financial statements may be influenced. We consider quantitative materiality and qualitative c. The standalone balance sheet, the factors in (i) planning the scope of our audit work; standalone statement of profit and loss and (ii) to evaluate the effect of any identified including other comprehensive income, the misstatements in the standalone financial statements. standalone statement of cash flow and the standalone statement of changes in equity We communicate with those charged with governance dealt with by this report are in agreement regarding, among other matters, the planned scope with the books of account. and timing of the audit and significant audit findings, including any significant deficiencies in internal control d. In our opinion, the aforesaid standalone that we identify during our audit. financial statements comply with the Accounting Standards specified under We also provide those charged with governance with Section 133 of the Act, read with Companies a statement that we have complied with relevant (Indian Accounting Standards) Rules, ethical requirements regarding independence, and 2015, as amended. to communicate with them all relationships and other matters that may reasonably be thought to e. On the basis of the written representations bear on our independence, and where applicable, received from the directors as on related safeguards. 31st March, 2020 taken on record by the Board of Directors, none of the directors is From the matters communicated with those charged disqualified as on 31st March, 2020 from with governance, we determine those matters being appointed as a director in terms of that were of most significance in the audit of the sub-section (2) of Section 164 of the Act. standalone financial statements of the current period and are therefore the key audit matters. We describe f. With respect to the adequacy of the internal these matters in our auditor’s report unless law or financial controls over financial reporting regulation precludes public disclosure about the with reference to standalone financial matter or when, in extremely rare circumstances, we statements of the Company and the determine that a matter should not be communicated operating effectiveness of such controls, in our report because the adverse consequences of refer to our separate Report in “Annexure B” doing so would reasonably be expected to outweigh to this report. the public interest benefits of such communication. g. With respect to the other matters to Report on Other Legal and Regulatory be included in the Auditor’s Report in Requirements accordance with the requirements of sub-section (16) of Section 197 of the 1. As required by the Companies (Auditor’s Report) Act, as amended: Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11)

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 27 FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT (CONTD.)

In our opinion and to the best of our position in its standalone financial information and according to the statements – Refer Note 34 of the explanations given to us and based on our standalone financial statements; examination of the records of the Company, ii. The Company did not have any long- the whole time director of the Company term contracts including derivative is holding place of profit in the Holding contracts for which there were any Company and the remuneration is paid by material foreseeable losses; and the Holding Company. Hence, the Company has not paid / provided for any managerial iii. There were no amounts which were remuneration during the year. Accordingly, required to be transferred to the the provision of Section 197 of the Act is not Investor Education and Protection applicable to the Company. Fund by the Company. h. With respect to the other matters to For Shah Gupta & Co., be included in the Auditor’s Report in Chartered Accountants accordance with Rule (11) of the Companies Firm Registration No.: 109574W (Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and Vipul K Choksi according to the explanations given to us: Partner i. The Company has disclosed the impact Place: Mumbai M. No. 37606 of pending litigations on its financial Date: 3rd June, 2020 UDIN: 20037606AAAAAZ3866

28 FINANCIAL STATEMENTS Financial Statements ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of JSW Dharamtar Port Private Limited of even date)

(i) (a) The Company has maintained proper (iii) According to the information and explanations records showing full particulars, including given to us, the Company has not granted any quantitative details and situation of fixed loans, secured or unsecured to companies, firms, assets on the basis of available information. limited liability partnerships or other parties covered in the register maintained under Section (b) The Company has a program of verification 189 of the Act. Accordingly, reporting under to cover all the items of fixed assets in a paragraph 3 (iii) (a), (b) and (c) of the Order is not phased manner which, in our opinion, is applicable to the Company. reasonable having regard to the size of the Company and the nature of its assets. (iv) In our opinion and according to the information Pursuant to the program, certain fixed and explanations given to us, the Company has assets were physically verified by the not given any loans, or provided any guarantees management during the year. According to or security to the parties covered under Section the information and explanations given to 185 of the Act. Accordingly, compliance under us, no material discrepancies were noticed Section 185 of the Act is not applicable to the on such verification. Company. According to the information and explanations given to us, the provisions of (c) According to the information and Section 186 of the Act in respect of the loans explanations given to us, the records given, guarantees given or securities provided examined by us and based on the are not applicable to the Company, since it is examination of the conveyance deeds covered as a company engaged in business of provided to us, we report that, the title deeds, providing infrastructural facilities. The Company comprising all the immovable properties of has not made any investments during the year. land and buildings which are freehold, are Accordingly, compliance under Section 186 of held in the name of the Company as at the the Act in respect of investment made during the balance sheet date. In respect of immovable year is not applicable to the Company. properties that have been taken on lease and disclosed as property, plant and equipment (v) According to the information and explanations or right of use assets in the standalone given to us, the Company has not accepted any financial statements, the lease agreements deposits from the public. Accordingly, reporting are in the name of the Company, where the under paragraph 3 (v) of the Order is not applicable Company is the lessee in the agreement. to the Company. (ii) Due to COVID-19 outbreak and Government (vi) To the best of our knowledge and as explained, imposed restrictions, the management is unable the Central Government has not specified the to conduct physical verification of inventory maintenance of cost records under sub-section for the year. We have applied alternate audit (1) of section 148 of the Act, for the products / procedures including roll-back procedures services of the Company. Accordingly, reporting for inventory verification. In our opinion, the under paragraph 3 (vi) of the order is not frequency of verification is reasonable. The applicable to the Company. discrepancies noticed on verification between (vii) (a) According to the information and the physical stocks and the book records were explanations given to us, and the records not material and have been properly dealt with in of the company examined by us, the the books of account. Company is generally regular in depositing

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 29 FINANCIAL STATEMENTS ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

with the appropriate authorities undisputed which were outstanding, at the year end, for statutory dues including provident fund, a period of more than six months from the employees' state insurance, income date they became payable. tax, service tax, goods and service tax, (b) According to the information and cess and other material statutory dues explanations given to us, there are no dues applicable to it. According to the information of sales tax, wealth tax, service tax, goods and explanations given to us, there are no and service tax, income tax, duty of excise, undisputed amounts payable in respect of duty of excise, value added tax, and cess income tax, service tax, goods and service which have not been deposited on account tax, cess and other material statutory dues of any dispute except as follows:

Name of the Statute Nature of the Amount# Period to which the Forum where dispute is Dues (` in lakhs) amount relates pending The Income Tax Income tax 12.16 A.Y. 2017-18 Assessing Officer Act, 1961 #Net of amounts paid under protest (viii) In our opinion and according to the information (xi) In our opinion and to the best of our information and explanations given to us, the Company and according to the explanations given to us, has not defaulted in the repayment of loans the provisions of Section 197 of the Act is not or borrowings to the banks and financial applicable to the Company. institution during the year. The Company has not According to the information and explanations taken any loan from government or by way of given to us and based on our examination of the issue of debentures. records of the Company, the Whole Time Director (ix) Based on our audit procedures performed for the of the Company is holding place of profit in the purpose of reporting the true and fair view of the Holding Company and remuneration is paid to him standalone financial statements and according by the Holding Company. However, the Company to the information and explanations given to us has not paid/provided for any managerial by the Management, the Company did not raise remuneration during the year in accordance with any money by way of initial public offer or further the provisions of section 197 read with Schedule public offer (including debt instruments) and term V of the Act. Accordingly, reporting under loans during the year under review. Accordingly, paragraph 3 (xi) of the Order is not applicable. reporting under paragraph 3(ix) of the Order is not (xii) In our opinion, the Company is not a Nidhi applicable to the Company. Company. Therefore, reporting under paragraph 3 (x) Based on the audit procedures performed for the (xii) of the Order is not applicable to the Company. purpose of reporting the true and fair view of the (xiii) In our opinion and according to the information standalone financial statements and according and explanations given to us, transactions during to the information and explanations given by the the year with the related parties were approved by Management, we report that no material fraud by the Board of Directors and are in compliance with the Company and on the Company by its officer section 177 of the Act where applicable and since or employees has been noticed or reported the said transactions were in the ordinary course during the year. of business of the company and were at arm's length basis, the provisions of section 188 are not

30 FINANCIAL STATEMENTS Financial Statements

applicable, and the details have been disclosed in (xvi) The Company is not required to be registered the standalone financial statements, as required under Section 45-IA of the Reserve Bank of by the applicable accounting standards. India Act, 1934. Accordingly, reporting under paragraph 3 (xvi) of the Order is not applicable (xiv) According to the information and explanations to the Company. given to us and on an overall examination of the Balance Sheet, the Company has not made For Shah Gupta & Co., any preferential allotment/private placement of Chartered Accountants shares or fully or partly convertible debentures Firm Registration No.: 109574W during the year. (xv) Based on our audit procedures performed for Vipul K Choksi the purpose of reporting the true and fair view Partner of the standalone financial statements, in our Place: Mumbai M. No. 37606 opinion and according to the information and Date: 3rd June, 2020 UDIN: 20037606AAAAAZ3866 explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 31 FINANCIAL STATEMENTS ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of sub-section (3) of Section 143 of the Act

We have audited the internal financial controls over was established and maintained and if such controls financial reporting of JSW Dharamtar Port Private operated effectively in all material respects. Limited (“the Company”) as of 31st March, 2020 Our audit involves performing procedures to obtain in conjunction with our audit of the standalone audit evidence about the adequacy of the internal financial statements of the Company for the year financial controls system over financial reporting with ended on that date. reference to these standalone financial statements Management’s Responsibility for Internal and their operating effectiveness. Our audit of internal Financial Controls financial controls over financial reporting included obtaining an understanding of internal financial The Company’s management is responsible for controls over financial reporting with reference to establishing and maintaining internal financial controls these standalone financial statements, assessing the based on the internal control over financial reporting risk that a material weakness exists, and testing and criteria established by the Company considering the evaluating the design and operating effectiveness essential components of internal control stated in the of internal control based on the assessed risk. Guidance Note on Audit of Internal Financial Controls The procedures selected depend on the auditor’s Over Financial Reporting (the “Guidance Note”) judgement, including the assessment of the risks of issued by the Institute of Chartered Accountants material misstatement of the standalone financial of India. These responsibilities include the design, statements, whether due to fraud or error. implementation and maintenance of adequate internal financial controls that were operating effectively We believe that the audit evidence we have obtained for ensuring the orderly and efficient conduct of its is sufficient and appropriate to provide a basis for our business, including adherence to company’s policies, audit opinion on the internal financial controls system the safeguarding of its assets, the prevention and over financial reporting with reference to these detection of frauds and errors, the accuracy and standalone financial statements. completeness of the accounting records, and the timely preparation of reliable financial information, as Meaning of Internal Financial Controls required under the Act. Over Financial Reporting with reference to these Standalone Financial Statements Auditor’s Responsibility A Company's internal financial control over financial Our responsibility is to express an opinion on the reporting with reference to these standalone Company's internal financial controls over financial financial statements is a process designed to provide reporting with reference to these standalone financial reasonable assurance regarding the reliability of statements of the Company based on our audit. We financial reporting and the preparation of financial conducted our audit in accordance with the Guidance statements for external purposes in accordance with Note issued by the Institute of Chartered Accountants generally accepted accounting principles. A Company's of India and the Standards on Auditing prescribed internal financial control over financial reporting with under sub-section (10) of Section 143 of the Act, to reference to these standalone financial statements the extent applicable to an audit of internal financial includes those policies and procedures that (1) pertain controls, both applicable to an audit of Internal to the maintenance of records that, in reasonable Financial Controls and, both issued by the Institute detail, accurately and fairly reflect the transactions of Chartered Accountants of India. Those Standards and dispositions of the assets of the Company; (2) and the Guidance Note require that we comply with provide reasonable assurance that transactions ethical requirements and plan and perform the audit to are recorded as necessary to permit preparation of obtain reasonable assurance about whether adequate financial statements in accordance with generally internal financial controls over financial reporting with accepted accounting principles, and that receipts and reference to these standalone financial statements expenditures of the Company are being made only in

32 FINANCIAL STATEMENTS Financial Statements

accordance with authorisations of management and Opinion directors of the Company; and (3) provide reasonable In our opinion, to the best of our information and assurance regarding prevention or timely detection according to the explanations given to us, the of unauthorised acquisition, use, or disposition of the Company has, in all material respects, an adequate Company's assets that could have a material effect on internal financial controls with reference to these the standalone financial statements. standalone financial statements and such internal financial controls were operating effectively as at Inherent Limitations of Internal Financial 31st March, 2020, based on the internal financial Controls Over Financial Reporting with controls with reference to standalone financial reference to these Standalone Financial statements criteria established by the Company Statements considering the essential components of internal Because of the inherent limitations of internal financial control stated in the Guidance Note on Audit of Internal controls over financial reporting with reference to Financial Controls Over Financial Reporting issued by these standalone financial statements, including the Institute of Chartered Accountants of India. the possibility of collusion or improper management override of controls, material misstatements due to For Shah Gupta & Co., error or fraud may occur and not be detected. Also, Chartered Accountants projections of any evaluation of the internal financial Firm Registration No.: 109574W controls over financial reporting with reference to these standalone financial statements to future Vipul K Choksi periods are subject to the risk that the internal Partner financial control over financial reporting may become Place: Mumbai M. No. 37606 inadequate because of changes in conditions, or Date: 3rd June, 2020 UDIN: 20037606AAAAAZ3866 that the degree of compliance with the policies or procedures may deteriorate.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 33 FINANCIAL STATEMENTS STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2020 CIN: U93030MH2012PTC236083

` in Lakhs Particulars Note No. As at As at 31st March, 2020 31st March, 2019 Assets Non-Current Assets Property, Plant and Equipment 2 16,380.02 29,328.91 Capital work-in-progress 3 3,984.84 2,226.21 Right of use assets 4 12,605.20 - Other Intangible Assets 5 2.66 5.95 Financial Assets Investments in subsidiaries 6 1.00 1.00 Other financial asset 7 11,600.16 12,566.83 Deferred Tax Assets (Net) 8 2,329.43 1,948.79 Other Non-Current Assets 9 190.28 207.87 Total Non-Current Assets 47,093.59 46,286.56 Current Assets Inventories 10 2,261.81 3,223.88 Financial Assets Investments 7.1 502.57 3,295.07 Trade receivables 11 8,307.85 3,439.30 Cash and cash equivalents 12 1,329.49 133.54 Bank balances other than cash and cash equivalents 13 332.77 309.26 Loans 14 20,000.00 - Other financial assets 15 946.79 2.95 Current Tax Assets (Net) 8 289.24 79.89 Other Current Assets 16 1,357.42 1,296.07 Total Current Assets 35,327.94 11,779.96 TOTAL ASSETS 82,421.53 58,065.52 Equity and Liabilities Equity Equity Share Capital 17 1,501.00 1,501.00 Other Equity 18 22,026.10 16,785.48 Total Equity 23,527.10 18,286.48 Liabilities Non-current liabilities Financial Liabilities Borrowings 19 9,632.28 20,076.43 Other financial liabilities 20 32,933.34 13,625.86 Provisions 21 59.81 53.05 Deferred Tax Liabilities (Net) 8 - - Total Non-Current Liabilities 42,625.43 33,755.34 Current Liabilities Financial Liabilities Borrowings 22 502.52 - Trade payables Borrowings 23 16.73 10.12 Trade payables 23 1,516.46 2,118.92 Other financial liabilities 24 14,197.12 3,839.65 Other Current Liabilities 25 25.00 50.06 Provisions 26 11.17 4.95 Current Tax Liabilities (Net) 8 - - Total Current Liabilities 16,269.00 6,023.70 TOTAL EQUITY AND LIABILITIES 82,421.53 58,065.52 Significant accounting policies and key accounting estimates & judgements 1 The accompanying notes form an integral part of standalone financial statement As per our attached report of even date For and on behalf of the Board of Directors For Shah Gupta & Co. Rashmi Ranjan Patra Lalit Singhvi Chartered Accountants Whole-time Director Director Firm's Registration No: 109574W DIN: 03014938 DIN: 05335938 Vipul K Choksi Vikram Agarwal Vaidehi Sail Partner Chief Financial Officer Company Secretary Membership No. 37606 M No. 55899 UDIN: 20037606AAAAAZ3866 Dated: 3rd June, 2020 Date: 28th May, 2020 Place: Mumbai Place: Mumbai Note: The standalone financial statement have been adopted by the board on 28th May, 2020 and signed by us on 3rd June, 2020. During this period, there has been no material events that causes change in the standalone financial statements.

34 FINANCIAL STATEMENTS Financial Statements STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs (Except EPS) Particulars Note No. For the year ended For the year ended 31st March, 2020 31st March, 2019 Income Revenue from Operations 27 16,428.62 16,353.95 Other Income 28 1,238.56 429.17 Total Income (1) 17,667.18 16,783.12 Expenses Operating Expenses 29 5,404.81 5,510.69 Employee Benefits Expense 30 1,124.19 947.36 Finance Costs 31 3,033.01 2,807.58 Depreciation and Amortisation Expense 32 1,916.32 1,684.70 Other Expenses 33 616.56 641.12 Total Expenses (2) 12,094.89 11,591.45 Profit Before Tax (1 - 2) 5,572.28 5,191.67 Tax Expense Current Tax 8 304.49 78.28 Deferred Tax expense 8 291.60 47.89 Profit For The Year (3) 4,976.19 5,065.50 Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of defined benefits plans (11.28) (27.10) Income tax relating to items that will not be reclassified to profit or loss 3.14 9.47 Total Other Comprehensive Income/(Loss) For The Year (4) (8.14) (17.63) Total Comprehensive Income For The Year (3 + 4) 4,968.05 5,047.87 Earning per equity share of `10 each Basic (`) 40 33.15 33.75 Diluted (`) 40 33.15 33.75 Significant accounting policies and key accounting estimates and 1 judgement

The accompanying notes form an integral part of standalone financial statements As per our attached report of even date For and on behalf of the Board of Directors

For Shah Gupta & Co. Rashmi Ranjan Patra Lalit Singhvi Chartered Accountants Whole-time Director Director Firm's Registration No: 109574W DIN: 03014938 DIN: 05335938

Vipul K Choksi Vikram Agarwal Vaidehi Sail Partner Chief Financial Officer Company Secretary Membership No. 37606 M No. 55899 UDIN: 20037606AAAAAZ3866

Dated: 3rd June, 2020 Date: 28th May, 2020 Place: Mumbai Place: Mumbai

Note: The standalone financial statement have been adopted by the board on 28th May, 2020 and signed by us on 3rd June, 2020. During this period, there has been no material events that causes change in the standalone financial statements.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 35 FINANCIAL STATEMENTS STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020

A) Equity Share Capital ` in Lakhs Balance as at Changes in equity share capital Balance as at 1st April, 2018 during the year 31st March, 2019 1,501.00 - 1,501.00

` in Lakhs Balance as at Changes in equity share capital Balance as at 1st April, 2019 during the year 31st March, 2020 1,501.00 - 1,501.00

B) Other Equity ` in Lakhs Particulars Retained Equity Settled Other Total equity Earnings Share Based Comprehensive attributable to Payment Reserve income equity holders of the Company Balance as at 1st April, 2019 16,510.83 290.51 (15.86) 16,785.48 Profit for the year 4,976.19 - - 4,976.19 Other Comprehensive Income for the year, (8.14) (8.14) net of Income tax Recognition of share based payments - 272.57 - 272.57 Balance as at 31st March, 2020 21,487.02 563.08 (24.00) 22,026.10

` in Lakhs Particulars Retained Equity Settled Other Total equity Earnings Share Based Comprehensive attributable to Payment Reserve income equity holders of the Company Balance as at 1st April, 2018 11,445.33 160.81 1.77 11,607.91 Profit for the year 5,065.50 - - 5,065.50 Other Comprehensive Income for the year, (17.63) (17.63) net of Income tax Recognition of share based payments - 129.70 - 129.70 Balance as at 31st March, 2019 16,510.83 290.51 (15.86) 16,785.48

As per our attached report of even date For and on behalf of the Board of Directors

For Shah Gupta & Co. Rashmi Ranjan Patra Lalit Singhvi Chartered Accountants Whole-time Director Director Firm's Registration No: 109574W DIN: 03014938 DIN: 05335938

Vipul K Choksi Vikram Agarwal Vaidehi Sail Partner Chief Financial Officer Company Secretary Membership No. 37606 M No. 55899 UDIN: 20037606AAAAAZ3866

Dated: 3rd June, 2020 Date: 28th May, 2020 Place: Mumbai Place: Mumbai

36 FINANCIAL STATEMENTS Financial Statements STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 [A] CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax from continuing operations 5,572.28 5,191.67 Adjustments for: Depreciation and amortisation expense 1,916.32 1,684.70 Loss on sale of Fixed Assets - 0.02 Finance costs 2,094.58 1,872.78 Share based payment expenses 272.57 129.70 Interest income (987.57) (152.50) Fair value of Mutual Fund through Profit & Loss 29.97 (32.54) Profit on sale of investments (net) (244.12) (178.74) Unrealised exchange (gain) / loss (net) 916.16 934.80 Operating profit before working capital changes 9,570.21 9,449.89 Adjustments for: (Increase)/ Decrease in trade and other receivables (4,868.55) 1,136.99 (Increase)/ Decrease in inventories 962.06 (2,518.81) (Increase)/ Decrease in Current Assets, Loans and advances 413.73 611.39 Increase/ (Decrease) in trade and other financial payables 18,922.11 (293.97) Increase/ (Decrease) in provisions 12.99 23.66 14,614.88 (1,040.75) Cash (used in)/from operations 24,185.09 8,409.16 Direct taxes paid (net of refunds) (1,262.83) (1,198.66) Net cash generated from operating activities (A) 22,922.26 7,210.50 [B] CASH FLOWS FROM INVESTING ACTIVITIES Add: Inflows from investing activities Sale of current investments (net) 3,006.65 - Interest received 47.08 152.50 3,053.73 152.50 Less: Outflows from investing activities Purchase of property, plant and equipment and intangible assets 3,327.97 1,776.96 Loans and advances given (net) 19,992.01 - Purchase of investments (net) - 1898.99 23,319.99 3,675.95 Net Cash (used in) investing activities (B) (20,266.25) (3,523.45) [C] CASH FLOWS FROM FINANCING ACTIVITIES Add: Inflows from financing activities Proceeds from Unsecured short-term borrowings (net) 502.52 - 502.52 - Less: Outflows from financing activities Repayments of long-term borrowings 1,114.20 2,729.15 Interest paid 848.38 905.26 1,962.58 3,634.40 Cash from financing activities (C) (1,460.06) (3,634.40) NET INCREASE / (DECREASE) IN CASH AND BANK BALANCES (A+B+C) 1,195.95 52.66 Cash and cash equivalents at beginning of the year 133.54 80.88 Cash and cash equivalents at end of the year 1,329.49 133.54

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 37 FINANCIAL STATEMENTS STANDALONE STATEMENT OF CASH FLOW (CONTD.) FOR THE YEAR ENDED 31ST MARCH, 2020

Notes : (a) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (IND AS-7) - Statement of Cash Flow (b) Cash and Cash Equivalents comprises of ` in Lakhs Particulars As at As at 31st March, 2020 31st March 2019 Balances with Banks : In current account 529.33 83.54 In term deposit with maturity less than 3 months of inception 800.16 50.00 Cash and Cash Equivalents in Cash Flow Statement 1,329.49 133.54

(c) Changes in liabilities arising from financing activities ` in Lakhs Particulars As at Cash Flows Non cash changes As at 31st March 2019 Fair value changes 31st March, 2020 Term loans from banks 10,440.52 (420.00) 31.76 10,052.28 FCTL 10,728.26 (694.20) 1,012.33 11,046.38 Bank Overdraft - 502.52 - 502.52 Total liabilities from financing activities 21,168.77 (611.68) 1,044.09 21,601.19

` in Lakhs Particulars As at Cash Flows Non cash changes As at 31st March 2019 Fair value changes 31st March, 2020 Term loans from banks 9,347.80 790.00 302.72 10,440.52 Buyers Credit 12,212.10 (2,224.89) 741.05 10,728.26 Total liabilities from financing activities 21,559.90 (1,434.89) 1,043.77 21,168.77

As per our attached report of even date For and on behalf of the Board of Directors

For Shah Gupta & Co. Rashmi Ranjan Patra Lalit Singhvi Chartered Accountants Whole-time Director Director Firm's Registration No: 109574W DIN: 03014938 DIN: 05335938

Vipul K Choksi Vikram Agarwal Vaidehi Sail Partner Chief Financial Officer Company Secretary Membership No. 37606 M No. 55899 UDIN: 20037606AAAAAZ3866

Dated: 3rd June, 2020 Date: 28th May, 2020 Place: Mumbai Place: Mumbai

38 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Company Overview: orderly transaction between market participants JSW Dharamtar Port Private Limited is a private limited at the measurement date, regardless of whether company, domiciled in India and incorporated in under that price is directly observable or estimated the provision of Companies Act applicable in India. using another valuation technique. In estimating the fair value of an asset or a liability, the Company The Company is engaged in developing and operating takes in to account the characteristics of the mechanized modern ports and Marine transport at asset or liability if market participants would take suitable locations over the country to support JSW those characteristics into account when pricing Group in addition to catering to third party cargo the asset or liability at the measurement date. handling requirement. Fair value for measurement and/or disclosure 1. Significant Accounting Policies purposes in these standalone financial and Key Accounting Estimates and statements is determined on such a basis, Judgements except for share-based payment transactions 1.1 Statement of compliance that are within the scope of Ind AS 102, leasing Standalone Financial Statements have been transactions that are within the scope of Ind prepared in accordance with the accounting AS 116, and measurements that have some principles generally accepted in India including similarities to fair value but are not fair value, Indian Accounting Standards (Ind AS) prescribed such as net realizable value in Ind AS 2 or value in under the section 133 of the Companies Act, use in Ind AS 36. 2013 read with rule 3 of the Companies (Indian In addition, for financial reporting purposes, fair Accounting Standards) Rules, 2015 (as amended value measurements are categorized into Level from time to time) and presentation requirement 1,2, or 3 based on the degree to which the inputs of Division II of Schedule III of the Companies to the fair value measurements are observable Act 2013, (Ind AS Compliant Schedule III), as and the significance of the inputs to the fair applicable to financial statement. value measurements in its entirety, which are Accordingly, the Company has prepared these described as follows: Standalone Financial Statements which comprise Level 1 inputs are quoted prices (unadjusted) in the Standalone Balance Sheet as at 31st March, active markets for identical assets or liabilities that 2020, the Standalone Statement of Profit and the entity can access at the measurement date; Loss, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Level 2 inputs are inputs, other than quoted prices Equity for the year ended as on that date, and included within level 1, that are observable for the accounting policies and other explanatory asset or liability, either directly or indirectly; and information (together hereinafter referred to as Level 3 inputs are unobservable inputs for the “Standalone Financial Statements” or “standalone asset or liability. financial statements”). The Standalone Financial Statement is presented These standalone financial statements are in INR and all values are rounded to the nearest approved for issue by the Board of Directors lakhs except when otherwise stated. on 28th May, 2020 Current and non-current classification 1.2 Basis of preparation of standalone financial The Company presents assets and liabilities in statements the Standalone Balance Sheet based on current The Standalone Financial Statements have been / non-current classification. prepared on the historical cost basis except for certain financial instruments measured at An asset is classified as current when it satisfies fair values at the end of each reporting year, as any of the following criteria: explained in the accounting policies below. › it is expected to be realized in, or is intended Fair value is the price that would be received to for sale or consumption in, the Company’s sell an asset or paid to transfer a liability in an

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 39 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

normal operating cycle. it is held primarily for uncertainty as to measurement or collectability of the purpose of being traded; consideration is recognized based on milestones reached under the contract. › it is expected to be realized within 12 months after the reporting date; or The amount recognised as revenue is exclusive of goods & services tax where applicable. › it is cash or cash equivalent unless it is restricted from being exchanged or used to 2. Other Income settle a liability for at least 12 months after the Other income is comprised primarily of interest reporting date. income, mutual fund income, exchange gain/ loss. All Financial Assets measured either at All other assets are classified as non-current. amortized cost or at fair value through other A liability is classified as current when it satisfies comprehensive income, interest income is any of the following criteria: recorded using the effective interest rate (EIR). EIR is the rate exactly discounts the estimated › it is expected to be settled in the Company’s cash payments or receipt over the expected life normal operating cycle; of the financial instrument or a shorter period, › it is held primarily for the purpose of where appropriate, to the gross carrying amount being traded; of the financial asset or to the amortized cost of financial liability. When calculating the EIR, › it is due to be settled within 12 months after the Company estimates the expected cash flow the reporting date; or the Company does not by considering all the contractual terms of the have an unconditional right to defer settlement financial instrument but does not consider the of the liability for at least 12 months after the expected credit losses. Mutual fund is recognized reporting date. Terms of a liability that could, at fair value through Profit and Loss. at the option of the counterparty, result in its settlement by the issue of equity instruments 3. Leases do not affect its classification. The Company assesses at contract inception whether a contract is, or contains, a lease. That All other liabilities are classified as non-current. is, if the contract conveys the right to control the Deferred tax assets and liabilities are classified use of an identified asset for a period of time in as non- current only. exchange for consideration. 1. Revenue Recognition Company as lessee Revenue from contracts with customers is The Company applies a single recognition recognised when control of the goods or services and measurement approach for all leases, are transferred to the customer at an amount that except for short-term leases and leases of low- reflects the consideration to which the Company value assets. The Company recognises lease expects to be entitled in exchange for those liabilities to make lease payments and right- goods or services. of-use assets representing the right to use the underlying assets. Revenue from port operations services/multi- model service including cargo handling, storage Right-of-use assets and other ancillary port services are recognized The Company recognises right-of-use assets at on proportionate completion method basis the commencement date of the lease (i.e., the based on services completed till reporting date. date the underlying asset is available for use). Revenue on take-or-pay charges are recognized Right-of-use assets are measured at cost, less for the quantity that is difference between any accumulated depreciation and impairment annual agreed tonnage and actual quantity losses, and adjusted for any remeasurement of cargo handled. of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities Income from fixed price contract – Revenue from recognised, initial direct costs incurred, and lease infrastructure development project/ services payments made at or before the commencement under fixed price contract. Where there is no

40 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

date less any lease incentives received. Unless head “Other Financial Liabilities”. Lease liabilities the Company is reasonably certain to obtain has been presented under the head “Other ownership of the leased asset at the end of the Financial Liabilities”. lease term, the recognised right-of-use assets Short-term leases and leases of low-value are depreciated on a straight-line basis over the assets shorter of its estimated useful life and the lease The Company applies the short-term lease term and the lease term is as follows. recognition exemption to its short-term leases Class of assets Years (i.e., those leases that have a lease term of 12 Buildings 3 and 26 years months or less from the commencement date Plant & Machinery 15 years and do not contain a purchase option). It also applies the lease of low-value assets recognition If ownership of the leased asset transfers to exemption to leases that are considered of low the Company at the end of the lease term or the value (i.e., below ` 50,000). Lease payments on cost reflects the exercise of a purchase option, short-term leases and leases of low-value assets depreciation is calculated using the estimated are recognised as expense on a straight-line useful life of the asset. Right-of-use assets basis over the lease term. are subject to impairment test. Refer to the A) New and amended accounting standards: accounting policies no. 11 for Impairment of non- Ind AS 116 – Leases financial assets. Ind AS 116 supersedes Ind AS 17 Leases including Lease liabilities evaluating the substance of transactions At the commencement date of the lease, the involving the legal form of a Lease. The standard Company recognises lease liabilities measured at sets out the principles for the recognition, the present value of lease payments to be made measurement, presentation and disclosure of over the lease term. The lease payments include leases and requires lessees to account for all fixed payments (including in-substance fixed leases under a single on-balance sheet model. payments) less any lease incentives receivable, Lessor accounting under Ind AS 116 is variable lease payments that depend on an index substantially unchanged under Ind AS 17. Lessors or a rate, and amounts expected to be paid under will continue to classify leases as either operating residual value guarantees. or finance leases using similar principles as in Ind The variable lease payments that do not depend AS 17. Therefore, Ind AS 116 did not have an impact on an index or a rate are recognised as expense for leases where the Company is the lessor. in the period on which the event or condition that The Company adopted Ind AS 116 using the triggers the payment occurs. modified retrospective method of adoption with In calculating the present value of lease the date of initial application of 1st April, 2019. payments, the Company uses the incremental Under this method, the standard is applied borrowing rate at the lease commencement retrospectively with the cumulative effect of date if the interest rate implicit in the lease is not initially applying the standard recognised at the readily determinable. After the commencement date of initial application. date, the amount of lease liabilities is increased Effective 1st April, 2019, the Company has to reflect the accretion of interest and reduced adopted Ind AS 116 "Leases' and applied the for the lease payments made. In addition, the standard to all lease contracts existing on the carrying amount of lease liabilities is remeasured date of initial application i.e. 1st April, 2019. The if there is a modification, a change in the lease Company has used the modified retrospective term, a change in the lease payments (e.g., approach for transitioning to Ind AS 116 with changes to future payments resulting from a right-of-use asset recognized at an amount change in an index or rate used to determine such equal to the lease liability adjusted for any lease payments) or a change in the assessment prepayments/accruals recognized in the balance of an option to purchase the underlying asset. sheet immediately before the date of initial Lease liabilities has been presented under the

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 41 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

application. Accordingly, comparatives for the › Applied the short-term leases exemptions to year ended 31st March, 2019 have not been leases with lease term that ends within 12 retrospectively adjusted. months at the date of initial application Upon adoption of Ind AS 116, the company applied › Excluded the initial direct costs from the a single recognition and measurement approach measurement of the right-of-use asset at the for all leases except for short-term leases date of initial application and leases of low-value assets. The standard › Used hindsight in determining the lease term provides specific transition requirements and where the contract contains options to extend practical expedients, which have been applied or terminate the lease by the Company. Most of the contracts that contains extension Leases previously classified as finance leases terms are on mutual agreement between both The Company applied the practical expedients the parties and hence the potential future rentals provided in Ind AS 116 and did not change the cannot be assessed. Certain contracts where the initial carrying amounts of recognised assets extension terms are unilateral are with unrelated and liabilities at the date of initial application for parties and hence there is no certainty about the leases previously classified as finance leases extension being exercised. (i.e., the right-of-use assets and lease liabilities equal the lease assets and liabilities recognised The weighted average incremental borrowing under Ind AS 17). The requirements of Ind AS 116 rate applied to the newly recognised lease was applied to these leases from 1st April, 2019 liabilities pursuant to Ind AS 116 adoption as at and accordingly carrying amount of lease assets 1st April, 2019 is 9.25% has been reclassified as RoU assets. 4. Foreign currency transactions Leases previously accounted for as operating The standalone financial statements are leases presented in Indian rupee (INR), which is The Company recognised right-of-use assets Company’s functional and presentation currency. and lease liabilities for those leases previously Transactions in foreign currencies are recognized classified as operating leases, except for short- at the prevailing exchange rates on the term leases and leases of low-value assets. The transaction dates. Realized gains and losses right-of-use assets were recognised based on on settlement of foreign currency transactions the amount equal to the lease liabilities, adjusted are recognized in the Standalone Statement of for any related prepaid and accrued lease Profit and Loss. Monetary assets and liabilities payments previously recognised. Lease liabilities denominated in foreign currencies are translated were recognised based on the present value at the functional currency spot rates of exchange of the remaining lease payments, discounted at the reporting date. using the incremental borrowing rate at the date of initial application. The right-of-use assets 5. Borrowing costs were recognised at amount equal to the lease Borrowing costs directly attributable to the liabilities, adjusted for any related prepaid and acquisition, construction or production of accrued lease payments previously recognised. qualifying assets, which are assets that necessarily take a substantial period of time The Company also applied the available practical to get ready for their intended use or sale, are expedients wherein it: capitalized as part of the cost of the asset, until › Used a single discount rate to a portfolio of such time as the assets are substantially ready leases with reasonably similar characteristics for their intended use or sale. › Relied on its assessment of whether leases All other borrowing costs are recognised in the are onerous immediately before the date of Standalone Statement of Profit and Loss in the initial application year in which they are incurred.

42 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

The Company determines the amount of • service cost (including current service cost, borrowing costs eligible for capitalisation as past service cost, as well as gains and the actual borrowing costs incurred on that losses on curtailments and settlements); borrowing during the year less any interest • net interest expense or income; and income earned on temporary investment of specific borrowings pending their expenditure • re-measurement on qualifying assets, to the extent that an entity The Company presents the first two components borrows funds specifically for the purpose of defined benefit costs in profit or loss in of obtaining a qualifying asset. In case if the the line item ‘Employee benefits expenses’. Company borrows generally and uses the funds Curtailment gains and losses are accounted for for obtaining a qualifying asset, borrowing as past service costs. costs eligible for capitalisation are determined by applying a capitalisation rate to the The retirement benefit obligation recognised in expenditures on that asset. the statement of financial position represents the actual deficit or surplus in the Company’s Borrowing Cost includes exchange differences defined benefit plans. Any surplus resulting from arising from foreign currency borrowings to the this calculation is limited to the present value of extent they are regarded as an adjustment to any economic benefits available in the form of the finance cost. refunds from the plans or reductions in future 6. Employee benefits contributions to the plans. Retirement benefit costs and termination A liability for a termination benefit is recognised benefits: at the earlier of when the entity can no longer Payments to defined contribution retirement withdraw the offer of the termination benefit benefit plans are recognised as an expense and when the entity recognises any related when employees have rendered service entitling restructuring costs. them to the contributions. Short-term and other long-term employee For defined benefit retirement benefit plans, benefits the cost of providing benefits is determined A liability is recognised for benefits accruing using the projected unit credit method, with to employees in respect of wages and salaries, actuarial valuations being carried out at the end annual leave and sick leave in the year the related of each annual reporting year. Re-measurement, service is rendered at the undiscounted amount comprising actuarial gains and losses, the effect of the benefits expected to be paid in exchange of the changes to the asset ceiling (if applicable) for that service. and the return on plan assets (excluding interest), is reflected immediately in the statement Liabilities recognised in respect of short- of financial position with a charge or credit term employee benefits are measured at the recognised in other comprehensive income in undiscounted amount of the benefits expected the year in which they occur. Re-measurement to be paid in exchange for the related service. recognised in other comprehensive income is Liabilities recognised in respect of other long- reflected immediately in retained earnings and term employee benefits are measured at the will not be reclassified to profit or loss. Past present value of the estimated future cash service cost is recognised in profit or loss in the outflows expected to be made by the Company year of a plan amendment or when the company in respect of services provided by employees up recognizes corresponding restructuring cost to the reporting date. whichever is earlier. Net interest is calculated by applying the discount rate to the net defined 7. Share-based payment arrangements benefit liability or asset. Defined benefit costs are Equity-settled share-based payments to categorised as follows: employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 43 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

the determination of the fair value of equity- assets and liabilities in the financial statements settled share-based transactions are set and the corresponding tax bases used in out in note 46. the computation of taxable profit. Deferred tax liabilities are recognised for all taxable The fair value determined at the grant date temporary differences. Deferred tax assets of the equity- settled share-based payments are recognised for all deductible temporary is expensed on a straight- line basis over the differences to the extent that it is probable that vesting period, based on the Company’s estimate taxable profits will be available against which of equity instruments that will eventually vest, those deductible temporary differences can be with a corresponding increase in equity. At the utilised. Such deferred tax assets and liabilities end of each reporting year, the Company revises are not recognised if the temporary difference its estimate of the number of equity instruments arises from the initial recognition (other than in expected to vest. The impact of the revision of the a business combination) of assets and liabilities original estimates, if any, is recognised in profit or in a transaction that affects neither the taxable loss such that the cumulative expense reflects profit nor the accounting profit. In addition, the revised estimate, with a corresponding deferred tax liabilities are not recognised if adjustment to the equity-settled employee the temporary difference arises from the initial benefits reserve. recognition of goodwill. The carrying amount of The Company has created an Employee Benefit deferred tax assets is reviewed at the end of each Trust for providing share-based payment to its reporting year and reduced to the extent that it is employees. The Company uses the Trust as a no longer probable that sufficient taxable profits vehicle for distributing shares to employees under will be available to allow all or part of the asset the employee remuneration schemes. The Trust to be recovered. buys shares of the Company from the market, for Deferred tax relating to items recognised outside giving shares to employees. The Company treats the statement of profit and loss is recognised Trust as its extension and shared held by the outside the statement of profit and loss (either Trust are treated as treasury shares. in other comprehensive income or in equity). Own equity instruments that are reacquired Deferred tax items are recognised in correlation (treasury shares) are recognized at cost to the underlying transaction either in OCI or and deducted from Equity. No gain or loss is directly in equity. recognized in profit or loss on the purchase, Minimum Alternate Tax (MAT) paid in accordance sale, issue or cancellation of the Company’s own with the tax laws, which gives future economic equity instruments. Any difference between benefits in the form of adjustment to future the carrying amount and the consideration, if income tax liability, is considered as a deferred reissued, is recognized in capital reserve. Share tax asset if there is convincing evidence that the options exercised during the reporting year are Company will pay normal income tax. Accordingly, satisfied with treasury shares. MAT is recognised as an asset in the Standalone 8. Taxes Balance Sheet when it is probable that future Income tax expense represents the sum of the economic benefit associated with it will flow tax currently payable and deferred tax. to the Company. Current tax Deferred tax assets and liabilities are measured Current tax is the amount of expected tax at the tax rates that are expected to apply in the payable based on the taxable profit for the year in which the liability is settled or the asset year as determined in accordance with the realised, based on tax rates (and tax laws) that applicable tax rates and the provisions of the have been enacted or substantively enacted by Income Tax Act, 1961 the end of the reporting year. Deferred tax Deferred tax assets and deferred tax liabilities are Deferred tax is recognised on temporary offset if a legally enforceable right exists to set off differences between the carrying amounts of current tax assets against current tax liabilities

44 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

and the deferred taxes relate to the same taxable discounts and rebates are deducted in arriving at entity and the same taxation authority. the purchase price. The Company is eligible and claiming tax The Company depreciates property, plant and deduction available under section 80IA of equipment over their estimated useful lives Income Tax Act, 1961 for a period of 10 years using the straight-line method as prescribed w.e.f F.Y.2016-17. The Company is eligible for tax under Part C of schedule II of the Companies Act, deduction available under section 80IA of the 2013 except for the assets mentioned below for Income Tax Act, 1961 for a period of 10 years which useful life estimated by the management. out of eligible period of 15 years. In view of the The Identified components of fixed assets Company availing tax deduction under section are depreciated over their useful lives and the 80IA of the Income Tax Act, 1961, deferred tax remaining components are depreciated over the has been recognized in respect of temporary life of the principal assets. difference, which reverses after the tax holiday The Company has estimated the following useful period in the year in which the temporary lives to provide depreciation on its certain fixed difference originates and no deferred tax assets based on assessment made by experts (assets or liabilities) is recognized in respect of and management estimates. temporary difference which reverse during tax holiday period, to the extent such gross total Assets Years income is subject to the deduction during the tax Building 6-28 years holiday period. For recognition of deferred tax the Plant and Machinery 3-15 years temporary difference which originates first are Electrical installations & equipment 10 years considered to reverse first. Conveyor equipments with Junction house 15 years Computer desktop, laptop and mobile 3 years Current and deferred tax for the year handset Current and deferred tax are recognised in profit Office equipments 5 years or loss, except when they are relating to items Furniture & Fixture 10 years that are recognised in other comprehensive Vehicle 8 years income or directly in equity, in which case, the Depreciation methods, useful lives and residual current and deferred tax are also recognized values are reviewed periodically, including at in other comprehensive income or directly in each financial year end. equity respectively. Borrowing cost relating to acquisition / Deferred tax assets and liabilities are offset construction of Property, Plant and Equipment when they relate to income taxes levied by the which take substantial period of time to get same taxation authority and the relevant entity ready for its intended use are also included to the intends to settle its current tax assets and extent they relate to the period till such assets liabilities on a net basis are ready to be put to use. 9. Property, Plant and Equipment Freehold land is not depreciated Property, plant and equipment are measured at Advances paid towards the acquisition of acquisition cost less accumulated depreciation property, plant and equipment outstanding at and accumulated impairment losses. Costs each Balance Sheet date is classified as capital directly attributable to acquisition are capitalized advances under other non-current assets until the property, plant and equipment are ready and the cost of assets not put to use before for use, as intended by Management. The cost such date are disclosed under ‘Capital work-in- of an item of property, plant and equipment progress’. Subsequent expenditures relating to comprises of its purchase price including import property, plant and equipment is capitalized only duties and other non-refundable purchase taxes when it is probable that future economic benefits or levies, directly attributable cost of bringing the associated with these will flow to the Company asset to its working condition for its intended and the cost of the item can be measured reliably. use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 45 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Repairs and maintenance costs are recognized in the statement of profit and loss when the in net profit in the Statement of Profit and Loss asset is derecognised. when incurred. The cost and related accumulated Useful lives of intangible assets depreciation are eliminated from the financial Estimated useful lives of the intangible assets statements upon sale or retirement of the asset are as follows: and the resultant gains or losses are recognized in the Statement of Profit and Loss. Assets to Assets Estimated useful lives be disposed-off are reported at the lower of the Computer Software 3 – 5 Years carrying value or the fair value less cost to sell. 11. Impairment of Property, plant and equipment The carrying amount of an item of property, plant and intangible assets other than goodwill and equipment is derecognized on disposal or At the end of each reporting period, the company when no future economic benefits are expected reviews the carrying amounts of its tangible and from its use or disposal. The gain or loss arising intangible assets to determine whether there is from the de-recognition of an item of property, any indication that those assets have suffered an plant and equipment is measured as the impairment loss. If any such indication exists, the difference between the net disposal proceeds recoverable amount of the asset is estimated in and the carrying amount of the item and is order to determine the extent of the impairment recognized in the Statement of Profit and Loss loss (if any). Where it is not possible to estimate when the item is derecognized. the recoverable amount of an individual asset, the company estimates the recoverable amount The residual values, useful lives and methods of of the cash-generating unit to which the asset depreciation of property, plant and equipment are belongs. Where a reasonable and consistent reviewed at each financial year end and adjusted basis of allocation can be identified, corporate prospectively, if appropriate. assets are also allocated to individual cash- The company has policy to expense out the generating units, or otherwise they are allocated assets which is acquired during the year and to the smallest company of cash-generating value of such assets is below ` 5,000. units for which a reasonable and consistent allocation basis can be identified. 10. Intangible assets Intangible assets with finite useful lives that Intangible assets with indefinite useful lives are acquired separately are carried at cost less and intangible assets not yet available for use accumulated amortisation and accumulated are tested for impairment at least annually, and impairment losses. Amortisation is recognised on whenever there is an indication that the asset a straight-line basis over their estimated useful may be impaired. lives. The estimated useful life and amortisation Recoverable amount is the higher of fair value method are reviewed at the end of each reporting less costs to sell and value in use. In assessing year, with the effect of any changes in estimate value in use, the estimated future cash flows are being accounted for on a prospective basis. discounted to their present value using a pre- Intangible assets with indefinite useful lives that tax discount rate that reflects current market are acquired separately are carried at cost less assessments of the time value of money and the accumulated impairment losses. risks specific to the asset for which the estimates The cost of intangible assets having finite of future cash flows have not been adjusted. lives, which are under development and before If the recoverable amount of an asset (or cash- put to use, are disclosed as ‘Intangible Assets generating unit) is estimated to be less than under development. its carrying amount, the carrying amount of Gains or losses arising from derecognition of an the asset (or cash-generating unit) is reduced intangible asset are measured as the difference to its recoverable amount. An impairment loss between the net disposal proceeds and the is recognised immediately in the Consolidated carrying amount of the asset and are recognised Statement of Profit and Loss, unless the relevant asset is carried at a revalued amount, in which

46 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

case the impairment loss is treated as a revaluation A fair value measurement of a non-financing decrease to the extent of revaluation reserve. asset takes into account a market participant’s ability to generate economic benefit by using the Any reversal of the previously recognised asset in its highest and best use or by selling it impairment loss is limited to the extent that the to another market participant that would use the asset’s carrying amount does not exceed the asset in its highest and best use. carrying amount that would have been deter. The Company uses valuation techniques that are 12. Inventories appropriate in the circumstances and for which Consumables, construction materials and sufficient data are available to measure fair value, stores and spares are valued at lower of cost maximizing the use of relevant observable inputs and net realizable value. Obsolete, defective, and minimizing the use of unobservable inputs. unserviceable and slow/ non-moving stocks are duly provided for. Cost is determined by the All assets and liabilities for which fair value weighted average cost method. Net Realizable is measured or disclosed in the financial Value in respect of stores and spares is the statements are categorized within the fair value estimated current procurement price in the hierarchy, described as follows, based on the ordinary course of the business. lowest level input that is significant to the fair value measurement as a whole: 13. Investment in subsidiaries, associates and Joint ventures Level 1: Quoted (unadjusted) market prices in Consumables, construction materials and active markets for identical assets or liabilities stores and spares are valued at lower of cost Level 2: Valuation techniques for which and net realizable value. Obsolete, defective, the lowest level input that is significant to unserviceable and slow/ non-moving stocks the fair value measurement is directly or are duly provided for. Cost is determined by the indirectly observable weighted average cost method. Net Realizable Value in respect of stores and spares is the Level 3: Valuation techniques for which the estimated current procurement price in the lowest level input that is significant to the fair ordinary course of the business. value measurement is unobservable 14. Fair Value Measurement 15. Financial instruments The Company measures financial instruments For assets and liabilities that are recognized in the at fair value in accordance with accounting Balance Sheet on a recurring basis, the Company policies at each reporting date. Fair value is the determines whether transfers have occurred price that would be received to sell an asset or between levels in the hierarchy by re-assessing paid to transfer a liability in an orderly transaction categorization (based on the lowest level input between market participants at the measurement that is significant to the fair value measurement date. The fair value measurement is based on as a whole) at the end of each reporting period. the presumption that the transaction to sell the Financial instrument is any contract that gives rise asset or transfer the liability takes place either: to a financial asset of one entity and a financial In the principal market for the asset or liability, or liability or equity instrument of another entity. In the absence of a principal market, in the most a) Investments and other financial assets: advantageous market for the asset or liability. Classification The Company classifies its financial assets in the The principal or the most advantageous market following measurement categories: must be accessible by the Company. those to be measured subsequently at fair value The fair value of asset or a liability is measured (either through other comprehensive income, or using the assumptions that market participants through profit or loss), and would use in pricing the asset or liability, assuming that market participant at in their those measured at amortized cost. economic best interest.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 47 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

The classification depends on the Company's Measured at fair value through other business model for managing the financial assets comprehensive income (FVTOCI): Financial and the contractual terms of the cash flows. assets that are held within a business model whose objective is achieved by both, selling For assets measured at fair value, gains and financial assets and collecting contractual cash losses will either be recorded in profit or loss or flows that are solely payments of principal and other comprehensive income. For investments interest, are subsequently measured at fair in debt instruments, this will depend on the value through other comprehensive income. Fair business model in which the investment is value movements are recognised in the other held. For investments in equity instruments, comprehensive income (OCI). Interest income this will depend on whether the Company has measured using the EIR method and impairment made an irrevocable election at the time of initial losses, if any are recognised in the Statement of recognition to account for the equity investment Profit and Loss. at fair value through other comprehensive income. Gains or Losses on De-recognition Initial recognition and measurement In case of investment in equity instruments Financial assets are recognised when the classified as the FVTOCI, the gains or losses on de- Company becomes a party to the contractual recognition are re-classified to retained earnings. provisions of the instrument. Financial assets are recognised initially at fair value plus, in the In case of Investments in debt instruments case of financial assets not recorded at fair value classified as the FVTOCI, the gains or losses on through profit or loss, transaction costs that are de–recognition are reclassified to statement of attributable to the acquisition of the financial Profit and Loss. asset. Transaction costs of financial assets Measured at fair value through profit or loss carried at fair value through profit or loss are (FVTPL): A financial asset not classified as either expensed in the Statement of Profit and Loss. amortised cost or FVTOCI, is classified as FVTPL. Sub-sequent measurement Such financial assets are measured at fair value After initial recognition, financial assets with all changes in fair value, including interest are measured at: income and dividend income if any, recognised as ‘other income’ in the Statement of Profit and Loss. fair value (either through other comprehensive income or through profit or loss) or, Gains or Losses on De-recognition In case of investment in equity instruments amortized cost classified as the FVTOCI, the gains or losses on de- Debt instruments recognition are re-classified to retained earnings. Subsequent measurement of debt instruments In case of Investments in debt instruments depends on the business model of the Company classified as the FVTOCI, the gains or losses on for managing the asset and the cash flow de–recognition are reclassified to statement of characteristics of the asset. There are three Profit and Loss. measurement categories into which the Company classifies its debt instruments: De-recognition A financial asset is de-recognised only when Measured at amortised cost: Financial assets that are held within a business model whose The Company has transferred the rights to objective is to hold financial assets in order receive cash flows from the financial asset or to collect contractual cash flows that are Retains the contractual rights to receive the solely payments of principal and interest, are cash flows of the financial asset, but assumes subsequently measured at amortised cost using a contractual obligation to pay the cash flows to the effective interest rate (‘EIR’) method less one or more recipients. impairment, if any, the amortization of EIR and loss arising from impairment, if any is recognised Where the entity has transferred an asset, the in the Statement of Profit and Loss. Company evaluates whether it has transferred

48 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

substantially all risks and rewards of ownership 12-month expected credit losses. 12-month of the financial asset. In such cases, the financial expected credit losses are portion of the life-time asset is de-recognised. expected credit losses and represent the lifetime cash shortfalls that will result if default occurs Where the entity has not transferred substantially within the 12 months after the reporting date and all risks and rewards of ownership of the financial thus, are not cash shortfalls that are predicted asset, the financial asset is not de-recognised. over the next 12 months. Where the entity has neither transferred a If the Company measured loss allowance for a financial asset nor retains substantially all financial instrument at lifetime expected credit risks and rewards of ownership of the financial loss model in the previous period, but determines asset, the financial asset is derecognised if the at the end of a reporting period that the credit Company has not retained control of the financial risk has not increased significantly since initial asset. Where the Company retains control recognition due to improvement in credit quality of the financial asset, the asset is continued as compared to the previous period, the Company to be recognised to the extent of continuing again measures the loss allowance based on involvement in the financial asset. 12-month expected credit losses. Impairment When making the assessment of whether there The Company applies the expected credit has been a significant increase in credit risk loss model for recognising impairment loss on since initial recognition, the Company uses the financial assets measured at amortised cost, change in the risk of a default occurring over the debt instruments at FVTOCI, lease receivables, expected life of the financial instrument instead trade receivables, other contractual rights of the change in the amount of expected credit to receive cash or other financial asset, and losses. To make that assessment, the Company financial guarantees not designated as at FVTPL. compares the risk of a default occurring on the Expected credit losses are the weighted average financial instrument as at the reporting date with of credit losses with the respective risks of the risk of a default occurring on the financial default occurring as the weights. Credit loss instrument as at the date of initial recognition is the difference between all contractual cash and considers reasonable and supportable flows that are due to the Company in accordance information, that is available without undue cost with the contract and all the cash flows that or effort, that is indicative of significant increases the Company expects to receive (i.e. all cash in credit risk since initial recognition. shortfalls), discounted at the original effective For trade receivables or any contractual right to interest rate (or credit-adjusted effective interest receive cash or another financial asset that result rate for purchased or originated credit-impaired from transactions that are within the scope of financial assets). The Company estimates cash Ind AS 11 and Ind AS 18, the Company always flows by considering all contractual terms of the measures the loss allowance at an amount equal financial instrument (for example, prepayment, to lifetime expected credit losses. extension, call and similar options) through the expected life of that financial instrument. Further, for the purpose of measuring lifetime The Company measures the loss allowance for expected credit loss allowance for trade a financial instrument at an amount equal to receivables, the Company has used a practical the lifetime expected credit losses if the credit expedient as permitted under Ind AS 109. This risk on that financial instrument has increased expected credit loss allowance is computed significantly since initial recognition. If the based on a provision matrix which takes into credit risk on a financial instrument has not account historical credit loss experience and increased significantly since initial recognition, adjusted for forward-looking information. the Company measures the loss allowance for The impairment requirements for the recognition that financial instrument at an amount equal to and measurement of a loss allowance are equally

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 49 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

applied to debt instruments at FVTOCI except and the definitions of a financial liability and an that the loss allowance is recognised in other equity instrument. comprehensive income and is not reduced from Initial recognition and measurement Financial the carrying amount in the balance sheet. liabilities are recognised when the Company Income recognition becomes a party to the contractual provisions Effective Interest Method of the instrument. Financial liabilities are initially The effective interest method is a method measured at fair value. of calculating the amortised cost of a debt Subsequent measurement Financial liabilities are instrument and of allocating interest income subsequently measured at amortised cost using over the relevant year. The effective interest the effective interest rate method. Financial rate is the rate that exactly discounts estimated liabilities carried at fair value through profit or future cash receipts (including all fees and points loss are measured at fair value with all changes paid or received that form an integral part of in fair value recognised in the Statement of the effective interest rate, transaction costs Profit and Loss. and other premiums or discounts) through the expected life of the debt instrument, or, where Loans and borrowings appropriate, a shorter year, to the net carrying This is the category most relevant to the Company. amount on initial recognition. After initial recognition, interest-bearing loans and borrowings are subsequently measured at Income is recognised on an effective interest amortised cost using the EIR method. Gains and basis for debt instruments other than those losses are recognised in the statement of profit financial assets classified as at FVTPL. Interest and loss when the liabilities are derecognised income is recognised in profit or loss and is as well as through the EIR amortisation process. included in the ‘Other income’ line item. Amortised cost is calculated by taking into b) Financial liabilities & Equity Instruments account any discount or premium on acquisition Equity Instruments and fees or costs that are an integral part of the The Company subsequently measures all EIR. The EIR amortisation is included as finance investments in equity instruments at fair costs in the statement of profit and loss. value. The Management of the Company This category generally applies to borrowings. has elected to present fair value gains and losses on its investment equity instruments in De-recognition other comprehensive income, and there is no A financial liability is derecognized when the subsequent reclassification of these fair value obligation specified in the contract is discharged, gains and losses to the Statement of Profit and cancelled or expires. Loss. Dividends from such investments continue Offsetting financial instruments to be recognised in the Statement of Profit and Financial assets and liabilities are offset and Loss as other income when the Company's right the net amount is reported in the Balance Sheet to receive payments is established. where there is a legally enforceable right to Changes in the fair value of financial assets at fair offset the recognised amounts and there is an value through profit or loss are recognised in the intention to settle on a net basis or realise the Statement of Profit and Loss. Impairment losses asset and settle the liability simultaneously. The (and reversal of impairment losses) on equity legally enforceable right must not be contingent investments measured at FVOCI are not reported on future events and must be enforceable in the separately from other changes in fair value. normal course of business and in the event of default, insolvency or bankruptcy of the company Financial liabilities or the counterparty Classification as debt or equity Financial liabilities and equity instruments issued by the Company Reclassification of financial assets are classified according to the substance of The Company determines classification of the contractual arrangements entered into financial assets and liabilities on initial recognition.

50 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

After initial recognition, no reclassification is made Such changes are evident to external parties. A for financial assets which are equity instruments change in the business model occurs when the and financial liabilities. For financial assets Company either begins or ceases to perform which are debt instruments, a reclassification an activity that is significant to its operations. is made only if there is a change in the business If the Company reclassifies financial assets, it model for managing those assets. Changes applies the reclassification prospectively from to the business model are expected to be the reclassification date which is the first day of infrequent. The Company’s senior management the immediately next reporting year following the determines change in the business model as change in business model. The Company does not a result of external or internal changes which restate any previously recognised gains, losses are significant to the Company’s operations. (including impairment gains or losses) or interest.

Original classification Revised classification Accounting treatment Amortised cost FVTPL Fair value is measured at reclassification date. Difference between previous amortised cost and fair value is recognised in Standalone Statement of Profit and Loss. FVTPL Amortised Cost Fair value at reclassification date becomes its new gross carrying amount. EIR is calculated based on the new gross carrying amount. Amortised cost FVTOCI Fair value is measured at reclassification date. Difference between previous amortised cost and fair value is recognised in OCI. No change in EIR due to reclassification. FVTOCI Amortised cost Fair value at reclassification date becomes its new amortised cost carrying amount. However, cumulative gain or loss in OCI is adjusted against fair value. Consequently, the asset is measured as if it had always been measured at amortised cost. FVTPL FVTOCI Fair value at reclassification date becomes its new carrying amount. No other adjustment is required. FVTOCI FVTPL Assets continue to be measured at fair value. Cumulative gain or loss previously recognised in OCI is reclassified to Standalone Statement of Profit and Loss at the reclassification date.

16. Cash and cash equivalents an insurance contract, the reimbursement is Cash and cash equivalent in the Balance Sheet recognized as a separate asset, but only when comprise cash at banks and on hand and short- the reimbursement is virtually certain. The term deposits with an original maturity of three expense relating to a provision is presented in months or less, which are subject to insignificant the standalone statement of profit and loss net risk of changes in value. of any reimbursement. For the purpose of the Standalone Statement of Provisions (excluding retirement benefits) are cash flows, cash and cash equivalent consists of not discounted to their present value and are cash and short-term deposits, as defined above, determined based on the best estimate required net of outstanding bank overdrafts as they are to settle the obligation at the Balance Sheet date. considered an integral part of the Company’s These are reviewed at each Balance Sheet date cash management. and adjusted to reflect the current best estimates. 17. Provisions, Contingent liabilities, Contingent If the effect of the time value of money is material, assets and Commitments provisions are discounted using a current pre-tax A provision is recognised when the Company has rate that reflects, when appropriate, the risks a present obligation as a result of past events specific to the liability. When discounting is used, and it is probable that an outflow of resources the increase in the provision due to the passage will be required to settle the obligation in respect of time is recognized as a finance cost. of which a reliable estimate can be made. Contingent liability is disclosed in the case of: When the Company expects some or all of a • a present obligation arising from past provision to be reimbursed, for example, under events, when it is not probable that an

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 51 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

outflow of resources will be required to 1. Ind AS 12 – Income Taxes – Appendix C, settle the obligation; Uncertainty over Income Tax Treatments:- The amendment to Appendix C of Ind AS • a present obligation arising from past 12 specifies that the amendment is to be events, when no reliable estimate is possible applied to the determination of taxable • a possible obligation arising from past profit (or loss), tax bases, unused tax events, when the probability of outflow of losses, unused tax credits and tax rates, resources is remote. when there is uncertainty over income tax treatments under Ind AS 12. According to Commitments include the amount of purchase the appendix, companies need to determine order (net of advances) issued to parties for the probability of the relevant tax authority completion of assets. accepting each tax treatment, or group of Provisions, contingent liabilities, contingent tax treatments, that the companies have assets and commitments are reviewed at each used or plan to use in their income tax filing Balance Sheet date. which has to be considered to compute the most likely amount or the expected value 18. Earnings per equity share of the tax treatment when determining Basic earnings per equity share are computed by taxable profit/loss, tax bases, unused dividing the net profit attributable to the equity tax losses, unused tax credits and tax holders of the Company by the weighted average rates. The standard permits two possible number of equity shares outstanding during methods of transition – i) Full retrospective the period. Diluted earnings per equity share is approach – Under this approach, Appendix computed by dividing the net profit attributable C will be applied retrospectively to to the equity holders of the Company by the each prior reporting period presented in weighted average number of equity shares accordance with Ind AS 8 – Accounting considered for deriving basic earnings per equity Policies, Changes in Accounting Estimates share and also the weighted average number of and Errors, without using hindsight and ii) equity shares that could have been issued upon Retrospectively with cumulative effect of conversion of all dilutive potential equity shares. initially applying Appendix C recognised The dilutive potential equity shares are adjusted by adjusting equity on initial application, for the proceeds receivable had the equity shares without adjusting comparatives. The been actually issued at fair value (i.e. the average standard became effective from 1st April, market value of the outstanding equity shares). 2019. The Company has adopted the Dilutive potential equity shares are deemed standard on 1st April, 2019 and has decided converted as of the beginning of the period, to adjust the cumulative effect in equity on unless issued at a later date. Dilutive potential the date of initial application i.e. 1st April, equity shares are determined independently for 2019 if any without adjusting comparatives. each period presented. The effect on adoption of Ind AS 12 19. Recent accounting pronouncements Appendix C is insignificant in the standalone Ministry of Corporate Affairs ("MCA") notifies financial statements. new standard or amendments to the existing 2. Amendment to Ind AS 12 – Income taxes standards. There is no such notification which The amendment relating to income tax would have been applicable from 1st April, 2020. consequences of dividend clarify that 20. New and amended standards adopted by the an entity shall recognise the income tax company consequences of dividends in profit or loss, The Company has applied the following other comprehensive income or equity standards and amendments for the first time according to where the entity originally for annual reporting period commencing from recognised those past transactions or 1st April, 2019. events. The adoption of the standard did not have any material impact to the Standalone

52 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Financial Statements. It is relevant to note Taxes that the amendment does not amend MAT is assessed on book profits adjusted situations where the entity pays a tax on for certain items as compared to the dividend which is effectively a portion of adjustments followed for assessing regular dividends paid to taxation authorities on income tax under normal provisions. MAT behalf of shareholders. Such amount paid or paid in excess of regular income tax during payable to taxation authorities continues to a year can be set off against regular income be charged to equity as part of dividend in taxes within a specified period in which MAT accordance with Ind AS 12 credit arises, subject to the limits prescribed. 3. Amendment to Ind AS 19 – Employee Defined benefit plans benefit – plan amendment, curtailment or The cost of the defined benefit plan and settlement other post-employment benefits and The amendments require an entity to the present value of such obligation are use updated assumptions to determine determined using actuarial valuations. An current service cost and net interest for actuarial valuation involves making various the remainder of the period after a plan assumptions that may differ from actual amendment, curtailment or settlement; and developments in the future. These include to recognise in profit or loss as part of past the determination of the discount rate, service cost, or a gain or loss on settlement, future salary increases, mortality rates any reduction in a surplus, even if that and attrition rate. Due to the complexities surplus was not previously recognised involved in the valuation and its long-term because of the impact of the asset ceiling. nature, a defined benefit obligation is highly sensitive to changes in these assumptions. The adoption of the standard did not have All assumptions are reviewed at each any material impact to the standalone reporting date. financial statements. Impairment of investments in subsidiaries Critical accounting estimates and and associates assumptions Determining whether the investments in The key assumptions concerning the subsidiaries, joint ventures and associates future and other key sources of estimation are impaired requires an estimate in the value uncertainty at the reporting date, that in use of investments. In considering the have a significant risk of causing a material value in use, the Directors have anticipated adjustment to the carrying amounts of the future commodity prices, capacity assets and liabilities within the next financial utilisation of plants, operating margins, year, are described below: mineable resources and availability of Property, plant and equipment infrastructure of mines, discount rates and The charge in respect of periodic other factors of the underlying businesses depreciation is derived after determining / operations of the investee companies an estimate of an asset’s expected useful as more fully described. Any subsequent lives and the expected residual value at changes to the cash flows due to changes the end of its lives. The useful lives and in the above mentioned factors could impact residual values of Company's assets are the carrying value of investments. determined by Management at the time the Impairment of financial assets asset is acquired and reviewed periodically, The impairment provisions for financial including at each financial year end. The assets are based on assumptions about lives are based on historical experience risk of default and expected loss rates. The with similar assets as well as anticipation of company uses judgement in making these future events, which may impact their life, assumptions and selecting the inputs to the such as changes in technology.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 53 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

impairment calculation, based on company's Contingencies past history, existing market conditions as In the normal course of business, contingent well as forward looking estimates at the end liabilities may arise from litigation and other of each reporting period. claims against the Company. Potential liabilities that are possible but not probable Fair value measurement of financial of crystalising or are very difficult to quantify instruments reliably are treated as contingent liabilities. When the fair values of financials assets Such liabilities are disclosed in the notes but and financial liabilities recorded in the are not recognized. The cases which have Balance Sheet cannot be measured based been determined as remote by the Company on quoted prices in active markets, their are not disclosed. fair value is measured using valuation techniques which involve various Contingent assets are neither recognized judgements and assumptions. nor disclosed in the standalone financial statements unless when an inflow of economic benefits is probable.

54 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 2: Property, Plant and Equipment ` in Lakhs Particulars Freehold Buildings Plant and Plant and Furniture Vehicles Office Computers Total Land machinery machinery and equipments (Owned) (On Finance fittings Lease) Cost: As at 1st April, 2018 7.37 8,020.27 2,678.88 14,638.06 52.94 50.28 28.95 18.61 25,495.36 Additions - 6,978.63 77.31 - - 14.39 86.93 12.53 7,169.79 Disposals/transfers ------As at 31st March, 2019 7.37 14,998.90 2,756.19 14,638.06 52.94 64.67 115.88 31.14 32,665.15 Additions - 994.23 193.46 - 6.10 - 8.73 10.52 1,213.04 Disposals/transfers ------Reclassified on account (14,638.06) (14,638.06) of adoption of Ind AS 116 (refer note 47, and note 4)* As at 31st March, 2020 7.37 15,993.13 2,949.65 - 59.04 64.67 124.61 41.66 19,240.13 Accumulated Depreciation: As at 1st April, 2018 - 335.93 297.35 976.36 11.82 9.64 13.53 10.61 1,655.24 Depreciation charge for - 447.15 269.52 927.08 5.21 6.59 20.16 5.29 1,681.01 the year Disposals/transfers ------As at 31st March, 2019 - 783.08 566.87 1,903.44 17.03 16.23 33.69 15.90 3,336.24 Depreciation charge for - 645.77 740.70 - 5.41 7.59 21.15 6.90 1,427.52 the year Reclassified on account (1,903.44) (1,903.44) of adoption of Ind AS 116 (refer note 47, and note 4)* Disposals/transfers - 0.22 0.00 - - - 0.00 - 0.22 As at 31st March, 2020 - 1,428.64 1,307.57 - 22.44 23.82 54.84 22.80 2,860.10 Net book value As at 1st April, 2018 7.37 7,684.34 2,381.53 13,661.70 41.12 40.64 15.42 8.00 23,840.11 As at 31st March, 2019 7.37 14,215.82 2,189.32 12,734.62 35.91 48.44 82.19 15.24 29,328.91 As at 31st March, 2020 7.37 14,564.49 1,642.08 - 36.60 40.85 69.77 18.86 16,380.02

Notes: a) For assets taken on finance lease, refer note 47, and note 4 b) Certain Property, Plant and Equipment are pledged against borrowing. The details relating to which have been described in Note 19

* On adoption of Ind AS 116 same has been reclassified to Right-of-Use Assets.

NOTE 3: Capital work-in-progress Capital work in progress & pre operative expenses during construction period pending allocation) relating to property, plant & equipment.

` in Lakhs Particulars CWIP Others As at 1st April, 2018 7,620.82 Additions* 4,819.22 Disposals /transfers* 10,213.83 As at 31st March, 2019 2,226.21 Additions* 2,972.67 Disposals /transfers* 1,214.04 As at 31st March, 2020 3,984.84

* For details refer note no.36

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 55 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 4: Right of use Assets ` in Lakhs Particulars Building Plant and Total machinery Cost Recognition on Initial application of Ind AS 116 as at 1st April, 2019 355.33 - 355.33 (refer note 47) Reclassified on account of adoption of Ind AS 116 (refer note 2) - 12,734.62 12,734.62 Addition during the year - - 31st March, 2020 355.33 12,734.62 13,089.95 Accumulated Depreciation Depreciation for the year 21.21 463.54 484.75 Balance carrying value 334.12 12,271.08 12,605.20

Note 5: Other Intangible Assets ` in Lakhs Particulars Computer Software Cost: As at 1st April, 2018 12.53 Additions 1.78 Disposals /transfers - As at 31st March, 2019 14.31 Additions 1.00 Disposals /transfers - As at 31st March, 2020 15.31 Accumulated amortisation: As at 1st April, 2018 4.65 Amortisation charge for the year 3.71 Disposals /transfers - As at 31st March, 2019 8.36 Amortisation charge for the year 4.29 Disposals /transfers - As at 31st March, 2020 12.65 Net book value: As at 1st April, 2018 7.88 As at 31st March, 2019 5.95 As at 31st March, 2020 2.66

56 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 6: Investments in Subsidiaries

` in Lakhs Particulars As at 31st March, 2020 As at 31st March, 2019 No. of Current Non-current No. of Current Non-current shares/units shares/units A. Unquoted Investments a) Investment in equity instruments Investment in subsidiary companies i) Masad Marine Private Limited 10,000.00 - 1.00 10,000.00 - 1.00 Total investment at cost - 1.00 - 1.00 Less: Aggregate amount of allowance - - - - for impairment in the value of investments Total investment at carrying value - 1.00 - 1.00

Note 7: Non-Current Financial Assets - Others

` in Lakhs Particulars As at Plant and 31st March, 2020 machinery Security deposits* 5,106.18 5,857.12 Deferred Interest Charges 6,493.98 6,709.71 11,600.16 12,566.83 * Interest free deposits against cargo handling arrangement with JSW Jaigarh Port Limited. NOTE 7.1: Financial Assets - Investments ` in Lakhs Particulars As at 31st March, 2020 As at 31st March, 2019 No. of Current Non-current No. of Current Non-current shares/units shares/units I) Investments at fair value through profit or loss a) Investment in mutual funds- Quoted i) UTI Liquid Fund-Growth 15,523.70 502.57 - 6,565.44 200.24 - ii) Franklin India Liquid Fund-Super 49,461.82 1,379.08 - Institutional Plan Growth iii) Reliance Liquid Fund -Growth Plan 24,549.73 1,114.36 - iv) Mirae Asset Cash Management 30,837.11 601.39 - Fund - Direct Plan - Growth 502.57 - 3,295.07 - Aggregate amount of Quoted investments Book Value 500.00 - 3,262.53 - Market value 502.57 3,295.07

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 57 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 8: Taxation ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Current Income tax (Mat Liability) 973.59 1,118.77 Tax (credit) under Minimum Alternative Tax (669.10) (1040.49) Current Tax (A) 304.49 78.28 Deferred tax (B) 291.60 47.89 Total Tax Expense (reported in the standalone statement of P&L) (A + B) 596.09 126.17

Income Tax Expense ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Reconciliation Profit before tax 5,572.28 5,191.67 Applicable tax rate 29.12% 27.82% Computed tax expense 1,622.65 1,444.32 Expense not allowed for tax purpose 608.94 638.94 Additional allowances for tax purpose (1142.04) (767.37) Additional (allowances)/charge for capital gain 71.09 40.67 Other Taxable income 224.76 3.52 Other temporary differences 291.60 47.89 80IA/80G benefit (1080.90) (1281.80) Total Tax Expense 596.09 126.17 Effective tax rate 10.70% 2.43%

MAT Credit MAT Liability (115JB) 973.59 1,118.77 MAT Credit entitlement (669.10) (1040.49) Current tax 304.49 78.28 The following table provides the details of income tax assets and income tax liabilities as below: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Income tax assets 1,262.83 1,198.66 Income tax liabilities (973.59) (1118.77) 289.24 79.89

` in Lakhs Particulars Standalone Balance Sheet Recognised in standalone statement of profit or loss/ OCI As at As at As at As at 31st March, 2020 31st March, 2019 31st March, 2020 31st March, 2019 Expenses allowable on payment basis (4.99) 17.55 (22.54) 9.53 (Gratuity & Leave) Fair valuation of property, plant and (574.03) (608.38) 34.35 (224.74) equipment (PP&E) Leases 96.71 197.19 (100.48) 94.30 Other Adjustments (113.57) 93.88 (207.45) 93.87 Mark to Market valuation on mutual Funds (8.73) (16.37) 7.64 (11.37) Income tax relating to items that will not be (3.14) (9.47) reclassified to profit or loss from OCI Deferred tax asset / (liability) (604.61) (316.13) (291.60) (47.89)

58 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Reconciliation of Deferred tax assets / (liabilities) net: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Opening balance as of 1st April (316.13) (277.71) Tax income / (expense) during the period recognised in profit or loss (291.60) (47.89) Deferred Tax on Actuarial Valuation recognised in OCI 3.14 9.47 Closing balance (604.61) (316.13)

Movement in MAT credit entitlement ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Balance at the beginning of the year 2,264.93 1,224.44 Add: MAT credit entitlement availed during the year 669.10 1,040.49 Less: MAT credit utilised during the year 2,934.03 2,264.93

1. Pursuant to the Taxation Law (Amendment) Ordinance, 2019 ("Ordinance") issued by Ministry of Law and Justice (Legislative Department) on 20th September, 2019 effective from 1st April, 2019, domestic companies have an option to pay Corporate income tax rate at 22% plus applicable surcharge and cess ("New tax rate") subject to certain conditions. The Company has made an assessment of the impact of the Ordinance and decided to continue with existing tax structure until utilisation of accumulated Minimum Alternate Tax (MAT) credit. 2. Further, Ind-AS 12 requires deferred tax assets and liabilities to be measured using the enacted (or substantively enacted) tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. The Company has made estimates, based on its budget, regarding income anticipated in the foreseeable future year when those temporary differences are expected to reverse and measured the same at New tax rate. Accordingly, the Company has re-measured the outstanding deferred tax balances that is expected to be reversed in future at New tax rate and an amount of ` Nil Lakhs and ` Nil lakhs have been written back in the Standalone Statement of Profit and Loss and Other Equity respectively during the current financial year.

Note 9: Non-Current Assets-Others ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Unsecured, considered good Capital advances 190.28 207.87 190.28 207.87

Note 10: Inventories ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Inventories (At cost) Stores, spares and packing materials 2,261.81 3,223.88 2,261.81 3,223.88

Cost of inventory recognised as an expenses for the year ended 31st March, 2020 ` 566.41 lakhs. (PY ` 400.82 lakhs) Inventories are pledged against borrowing, the details relating to which have been described in note 19.1

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 59 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 11: Trade Receivables ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Trade Receivables considered good - Secured - - Trade Receivables considered good - Unsecured (refer note no 35) 8,307.85 3,439.30 Trade Receivables which have significant increase in credit risk - - Less: Allowance for doubtful debts - - Trade receivables-Credit impaired - - Less: Allowance for doubtful debts - - 8,307.85 3,439.30 Notes: a) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person; nor any trade or other receivable are due from firms or private companies in which any director is a partner, a director or a member. b) Trade Receivable are pledged against borrowing, the details relating to which have been described in note 19.1. c) Trade receivable disclosed above includes amounts (see below for aged analysis) that are past due at the end of the reporting period for which the company has not recognized an allowance for doubtful debts because there has not been a significant change in credit quality and the amounts are still considered recoverable. Ageing of receivables that are past due ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Within the credit period 3,382.78 1,918.47 31-60 days 324.73 883.95 61-90 days 1,565.72 280.21 91-180 days 2,577.08 311.73 > 181 days 457.54 44.94 8,307.85 3,439.29 The credit period on rendering of services ranges from 1 to 30 days with or without security.

Note 12: Cash and Cash Equivalents ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Balances with banks: In current account 529.33 83.54 In term deposit with maturity less than 3 months of inception 800.16 50.00 1,329.49 133.54

Cash and cash equivalents are pledged against borrowing, the details relating to which have been described in note 19.1

60 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 13: Bank Balances other than Cash and Cash Equivalents

` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Fixed deposit given as Margin money* 14.42 13.55 DSRA(debt service reserve account)** 318.35 295.71 332.77 309.26

*Held as lien by bank against bank guarantee amounting to `10 lakhs (as at 31st March, 2019, ` 535 lakhs) **FD created with Yes bank for debt servicing

Note 14: Current Financial Assets - Loans ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Unsecured, Considered Good Loans to related parties (refer note 35) 20,000.00 - 20,000.00 -

Current Financial Assets are pledged against borrowing, the details relating to which have been described in note 19.1 Note 15: Current Financial Assets - Others

` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Unsecured, considered good Security Deposit 0.55 2.95 Advances to related party (refer note 35) 322.22 - Interest Receivable on loans given to related parties (refer note 35) 624.02 - 946.79 2.95

Note: Deposit of ` 0.55 lakh (Previous year ` 2.95 lakh) given against rental, gas cylinder & telephone deposit.

Note 16: Other Current Assets ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Unsecured, considered good Prepaid expenses 101.74 Statutory and other receivables 574.91 Other Advances 568.45 Unbilled Revenue 84.73 Advance to suppliers 27.59 1,357.42 Note: Other Advances includes advances to employees and other party.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 61 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 17: Share Capital ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Authorised: 5,00,00,000 Equity Shares of ` 10/- each 5,000.00 5,000.00 Issued, subscribed and paid-up: 1,50,10,000 Equity Shares of ` 10 each, fully paid up 1,501.00 1,501.00 1,501.00 1,501.00

Notes: (a) Reconciliation of the number of the shares outstanding at the beginning and at the end of the year: ` in Lakhs Issued, subscribed and paid up share As at 31st March, 2020 As at 31st March, 2019 capital No. of Shares ` in Lakhs No. of Shares ` in Lakhs Balance at the beginning of the year 15,010,000 1,501.00 15,010,000 1,501.00 Less: Movement during the year - - - - Balance at the end of the year 15,010,000 1,501.00 15,010,000 1,501.00

The Company has not issued any equity shares during the current and in the previous year. (b) Terms / rights attached to equity shares: The Company has one class of share capital, i.e., equity shares having face value of ` 10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders. (c) Details of shares held by holding Company: ` in Lakhs Name of shareholder As at 31st March, 2020 As at 31st March, 2019 No. of Shares ` in Lakhs No. of Shares ` in Lakhs JSW Infrastructure Limited, the Holding 15,010,000 1,501.00 15,010,000 1,501.00 Company alongwith its nominee shareholder 15,010,000 1,501.00 15,010,000 1,501.00

(d) Details of shareholders holding more than 5 % shares in the Company: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 No. of Shares No. of Shares % of holding 100% 100% JSW Infrastructure Limited, the Holding Company alongwith its nominee shareholder 15,010,000 15,010,000

(e) There are no shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment. (f) Dividend paid and proposed - Nil (g) There are no bonus shares issued during the period of five years immediately preceding the reporting date.

62 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 18: Other Equity ` in Lakhs Particulars Retained Earnings Equity Settled Other Total equity Share Based Comprehensive attributable to Payment Reserve income equity holders of the Company Balance as at 1st April, 2019 16,510.83 290.51 (15.86) 16,785.48 Profit for the year 4,976.19 - - 4,976.19 Other Comprehensive Income for the year, - - (8.14) (8.14) net of Income tax Recognition of share based payments - 272.57 - 272.57 As at 31st March, 2020 21,487.02 563.08 (24.00) 22,026.10

` in Lakhs Particulars Retained Earnings Equity Settled Other Total equity Share Based Comprehensive attributable to Payment Reserve income equity holders of the Company Balance as at 1st April, 2018 11,445.33 160.81 1.77 11,607.91 Profit for the year 5,065.50 - - 5,065.50 Other Comprehensive Income for the year, - - (17.63) (17.63) net of Income tax Recognition of share based payments - 129.70 - 129.70 Balance as at 31st March, 2019 16,510.83 290.51 (15.86) 16,785.48

(i) Retained Earnings Retained earning are the profits that the company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders. Retained earning is a free reserve available to the company. (ii) Equity Instruments through other comprehensive income The company has elected to recognise changes in the liability due to changes in actuarial assumptions in other comprehensive income and subsequently not re-classified to the standalone statement of profit and loss. (iii) Equity settled share based payment reserve The Company offers ESOP, under which options to subscribe for the Company’s share have been granted to certain employees and senior management. The share based payment reserve is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme

Note 19: Non-Current Financial Liabilities-Borrowings ` in Lakhs Particulars As at 31st March, 2020 As at 31st March, 2019 Non-current Current Non-current Current Term loans from banks Secured loans 9,814.73 451.92 10,236.33 453.67 Unsecured loans-FCTL - 11,113.46 10,122.92 746.66 Less: Unamortised upfront fees on borrowing (182.45) (99.00) (282.81) (107.99) 9,632.28 11,466.38 20,076.43 1,092.35 Less: Current maturity of long term debt - (11,466.38) - (1,092.35) clubbed under other financial liabilities 9,632.28 - 20,076.43 -

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 63 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 19.1 Nature of security and terms of repayment ` in Lakhs Lender As at As at Rate of interest Nature of Repayment 31st March, 31st March, As at As at security terms 2020 2019 31st March, 31st March, 2020 2019 From Banks: Canara Bank refinanced 6,366.65 6,790.00 Floating 10.35% Floating 10.35% Loan is secured Repayable Yes bank by way of first in quarterly pari-passu installments, charge on entire from December moveable and 2018 to June immoveable 2031 fixed assets, current assets, receivables and proceeds both present and future including those of Project of JSW Dharamtar Port. Consortium Loan 11,113.46 10,869.58 $14.74 MN $15.71 MN(3 Unsecured, Unsecured, (Leading Bank is Yes (3 months LIBOR months LIBOR repayable repayable Bank) FCTL plus 300 bps plus 300 bps per in quarterly in quarterly per annum) annum) installments, installments, from June 2020 from March 2019 to February 2021 to February 2021 Overdraft (ICICI Bank) 502.52 - MCLR 6 Months - Unsecured Repayable on of ICICI Bank + demand spread of 1.25 % p.a Ratnakar Bank 3,900.00 3,900.00 Floating 10.35% Floating 10.30% Loan is secured This loan is by charge over repayable door all assets of to door i.e bullet JSW Dharamtar repayment at the Port subject to a end of 10 years minimum of 1.2X. from the date of loan Oct15 or one quarter from payment of senior lender whichever is earlier. Total 21,882.63 21,559.58

Note 20: Non-Current Other Financial Liabilities ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Retention money on Capital Projects 333.05 326.93 Capital Advance Received (refer note 35) 19,992.01 - Lease liabilities (refer note 47) 12,608.28 13,298.93 32,933.34 13,625.86

64 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 21: Non-Current Provisions ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Provision for Employee Benefits Leave Encashment (refer note 37) 59.81 53.05 59.81 53.05

Note 22: Current Financial Liabilities - Borrowings ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Unsecured loans Bank overdraft 502.52 - 502.52 -

Note 23: Trade Payables ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Trade Payables Due to Micro and Small Enterprises (refer note 42) 16.73 10.12 Due to other than Micro and Small Enterprises 1,516.46 2,118.92 1,533.19 2,129.04

Note 24: Other Financial Liabilities ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Current maturity of Secured Term loan from banks (refer note 19) 420.00 420.00 Current maturity of FCTL (refer note 19) 11,046.38 672.35 Interest accrual but not due on borrowing 43.09 100.82 Other payables 2,480.75 2,409.14 Capital Creditors 93.11 139.13 Lease liabilities (refer note 47) 7.68 - Employee dues 106.11 98.21 14,197.12 3,839.65

Note 25: Other Current Liabilities ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Statutory Liabilities 25.00 50.06 25.00 50.06

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 65 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 26: Short-Term Provisions ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Provision for Employee Benefits Leave Encashment (refer note 37) 11.17 4.95 11.17 4.95

Note 27: Revenue from Operations ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Income from contracts with customers Cargo Handling income 16,020.94 15,735.18 Wharfage income 94.92 132.73 Grabs Transportation Charges 24.85 40.81 Storage income - 111.06 Transportation Income 287.91 334.17 16,428.62 16,353.96

Revenue recognized from Contract liability (Advances from Customers) ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Trade Receivable (Gross) (refer note 11) 8,307.85 3,439.30

Note 28: OTHER INCOME mm Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Interest income earned on Financial Assets that are not designated at FVTPL Bank Deposits 35.04 10.37 Interest on Loans to related parties 736.75 - Others 215.78 142.13 Gain on sale of current investments designated as FVTPL 244.12 146.20 Fair value gain arising from financial instruments designated as FVTPL (29.97) 32.54 Miscellaneous income 36.84 97.93 1,238.56 429.17

66 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 29: Operating Expenses ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Barge Mooring - Unmooring 135.36 136.63 Cargo handling expenses 3,154.81 3,004.15 Power Charges - 550.00 Marine Related & Safety Expenses 141.14 127.97 Repair & maintenance 537.98 390.16 Fuel charges 106.65 139.72 Labour charges 108.78 65.59 Payloader/Excv hiring 327.88 277.76 Barge Rental, Wharfage & Transportation 523.74 663.85 License fees 229.50 119.02 Demurrage charges 27.91 35.84 Misc Expenses 111.06 - 5,404.81 5,510.69

Note 30: Employee Benefits Expense ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Salaries, Wages and bonus 725.60 679.08 Contributions to provident and other fund (refer note 37) 37.83 32.07 Gratuity expense (refer note 37) 0.85 7.69 ESOP expenses (refer note 46) 272.57 139.14 Staff welfare expenses 87.34 89.38 1,124.19 947.36

Note 31: Finance Costs ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Interest on loans Rupee Term Loan, Foreign Currency Term Loan etc. 1,794.87 1,528.42 Finance Lease (refer note 47) 299.71 344.36 Other finance costs 938.43 934.80 3,033.01 2,807.58

Note 32: Depreciation And Amortisation Expense ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Depreciation on Tangible Assets 1,427.28 1,680.99 Amortisation on Intangible Assets 4.29 3.71 Depreciation expense on ROU Assets 484.75 - 1,916.32 1,684.70

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 67 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 33: Other Expenses ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Rates & taxes 20.58 5.09 Directors sitting fees - 5.62 Remuneration to auditors (refer note 41) 7.83 7.89 Legal, professional & consultancy charges 17.77 51.08 Insurance 82.57 74.66 Business support services 103.19 68.97 Security charges 101.96 88.46 CSR expenses (refer note 50) 127.00 94.92 House keeping and horticulture expenses 28.01 36.35 Vehicle hiring & maintenance 28.71 29.40 General office expenses and overheads 98.94 112.81 Foreign Exchange Loss - 65.87 616.56 641.10

Note 34: Contingent Liabilities and Commitments A. Contingent Liabilities: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 (a) Guarantees given by the Company's Bankers 57.00 535.00 (b) Disputed Income tax liability A.Y. 2017-18 12.16 12.16 69.16 547.16

Notes: The Company does not expect any reimbursement in respect of the above contingent liabilities. B. Commitments: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Estimated amount of contracts remaining to be executed on capital account and not 3,899.16 2,640.39 provided for

Note 35: Disclosures as Required by Indian Accounting Standard (Ind AS) 24 Related Party Disclosures List of Related Parties

Name of the Related Party % Equity Interest As at As at 31st March, 2020 31st March, 2019 Subsidiaries: Masad Marine Services Private Limited (Wholly owned subsidiary) 100 100 Country of Incorporation : India

68 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

List of Related Parties other than subsidiaries Name of the Related Party Nature of Relation JSW Infrastructure Limited Holding Company South West Port Limited Fellow Subsidiary Company JSW Jaigarh Port Limited Fellow Subsidiary Company JSW IP Holdings Private Limited Others JSW Steel Limited Others JSW Projects Limited Others JSW Steel (Salav) Ltd Others JSW Cement Limited Others Amba River Coke Limited Others JSW Steel Coated Products Ltd. Others JSW Foundation Others Lalit Singhvi Non Executive Director Sudip Mishra Non Executive Director Key Managerial Personnel Name Designation Rashmi Ranjan Patra Whole Time Director Vikram Agarwal Chief Financial Officer Vaidehi Sail (w.e.f 18th April, 2019) Company Secretary

The following transactions were carried out with the related parties in the ordinary course of business: ` in Lakhs Nature of transaction/relationship As at As at 31st March, 2020 31st March, 2019 Purchase of goods and services JSW Infrastructure Limited 3,086.87 2,951.63 JSW IP Holdings Private Limited 40.07 18.82 JSW Foundation 114.17 3.39 K C Jena - 2.12 Arun Bongirwar - 3.50 Total 3,241.11 2,979.46 Sale of goods and services JSW Steel Limited 11,700.85 9,837.69 Amba River Coke Limited 3,796.57 5,043.18 JSW Cement Limited 434.48 602.08 Dolvi Coke Projects Ltd - 136.30 JSW Steel (Salav) Ltd - 32.20 JSW Jaigarh Port Limited 120.67 430.68 Total 16,052.57 16,082.13 Purchase of Capital Goods JSW Steel Limited 94.78 - JSW Cement Limited 73.96 1.06 JSW Steel Coated Products Ltd. - 63.89 Total 168.74 64.95 Loan/Advance given JSW Projects Limited 20,000.00 - JSW Jaigarh Port Limited 322.22 - Total 20,322.22 - Interest earned on loan given JSW Projects Limited 61.64 - Total 61.64 -

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 69 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs Nature of transaction/relationship As at As at 31st March, 2020 31st March, 2019 Reimbursement of expenses JSW Infrastructure Limited 136.30 138.06 JSW Steel Ltd Dolvi 82.91 61.06 Total 219.21 199.12 Recovery of expenses JSW Infrastructure Limited - 96.43 JSW Jaigarh Port Limited 494.41 92.49 JSW IP HOLDINGS PRIVATE LIMITED - 0.04 Total 494.41 188.96

The following transactions were carried out with the related parties in the ordinary course of business: ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Refund of Security Deposit JSW Jaigarh Port Limited 966.67 1,208.33 Total 966.67 1,208.33 Capital Advance JSW Steel Ltd 19,992.00 - Total 19,992.00 - Cargo handling charges JSW Jaigarh Port Limited 1,000.00 1,001.58 Total 1,000.00 1,001.58

Amount due to / from related parties ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Accounts payable JSW Infrastructure Limited 835.98 987.23 JSW Steel Limited 5.31 14.41 JSW Cement Limited 52.05 9.69 JSW Foundation 64.17 - Total 957.51 1,011.33 Accounts receivable Amba River Coke Limited 1,768.66 503.62 JSW Coated Products Limited 37.70 37.70 JSW Steel Limited 5,887.35 2,252.75 JSW Jaigarh Port Limited (17.28) 44.92 JSW Cement Limited 621.22 598.20 JSW Steel (Salav) Ltd - 37.57 Total 8,297.65 3,474.76 Advance Recoverable in Cash or Kind JSW Steel Coated Products Ltd. 0.20 0.20 JSW STEEL (SALAV) LTD. 0.22 0.22 Total 0.42 0.42 Amount Payable towards Capital Expenses JSW Steel Limited 19,992.00 - JSW Cement Limited - - JSW Jaigarh Port Limited(Finance Lease Obligation) 12,598.64 13,298.93 JSW Jaigarh Port Limited(Lease payable) - - Total 32,590.64 13,298.93

70 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Non Current Investments Masad Marine Services Private Limited 1.00 1.00 Total 1.00 1.00 Security Deposit JSW Jaigarh Port Limited (Including deferred interest charges) 11,576.78 12,543.45 Total 11,576.78 12,543.45 Loan Receivable JSW Projects Ltd 20,000.00 - Total 20,000.00 - Interest Receivable JSW Projects Ltd 55.47 - Total 55.47 - The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash. Compensation of key managerial personnel* Nature of transaction / relationship As at As at 31st March, 2020 31st March, 2019 Short-term employee benefits 24.77 17.41 Mr. Rashmi Ranjan Patra paid by holding co paid by holding co Post employment benefits (Refer Note (a) below) - - Other long term benefits - - Terminal benefits - - Share based payments (Refer Note (b) below) - - Total compensation paid to key managerial personnel 24.77 17.41

(a) As the future liability of the gratuity is provided on actuarial basis for the company as a whole, the amount pertaining to individual is not ascertainable and therefore not included above (b) The remuneration include perquisite value of ESOPs in the year it is exercised ` NIL (P.Y. ` NIL). The company has recognised an expense of `11.85 Lakhs (P.Y ` 4.89 Lakhs) towards employee stock options granted to Key Managerial Personnel. The same has not been considered as managerial remuneration of the current year as defined under section 2(78) of the Companies Act, 2013 as the options have not been exercised. Terms and Conditions Sales: The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed with related parties. For the year ended 31st March 2020, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. Purchases: The purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinary course of business. Purchase transactions are based on made on normal commercial terms and conditions and market rates. Leases: The Company enters into agreements, comprising a transaction or series of related transactions that does not take the legal form of a lease but conveys the right to use the asset in return for a payment or series of payments. In case of such arrangements, the Company applies the requirement of Ind AS 116 - Leases to the lease element

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 71 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020 of the arrangement. For the purpose of applying the requirements under Ind AS 116 - Leases, payments and other considerations required by the arrangement are separated at the inception of the arrangement into those for lease and those for other elements. Cargo handling charges as per Indian Generally Accepted Accounting Policies (IGAAP) is ` 1,000 Lakhs which has been reduced by ` 1,000 Lakhs on account of Ind AS and reclassified separately as (a) Finance Lease Obligation Repayment of ` 700.29 lakhs and (b) under Finance Cost as Interest on finance lease of ` 299.71 lakhs; thus resulting in net decrease of cost from operations by ` 700.29 lakhs. Loans to Related Parties: The Company had given loans/advance to related parties for business requirement. The loan balances as at 31st March, 2020 was ` 20,322.22 Lakhs (As on 31st March, 2019: ` Nil Lakhs). These loans are unsecured in nature. (a) Loan to JSW Projects Ltd : The tenure of the loan is one year from the date of disbursement and interest is at the rate of 9.85% per year. (b) Other Advances : these loans are given as interest free. Interest Income Interest is accrued on loan given to related party as per terms of agreement.

Note 36: Capital Work-In-Progress ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Capital Work-in-Progress and Pre-operative Expenditure during Construction Period (Pending Allocation) Capital Work-in-Progress includes Assets Under Construction 3,533.29 982.57 Pre-operative Expenses 451.54 1,243.64 Stock at site - Total - (A) 3,984.84 2,226.21 Pre-operative Expenditure during Construction Period (Pending Allocation) Opening Balance 1,243.64 1,765.96 Legal, professional & consultancy charges 3.00 2.50 Employee Benefits Expense 101.94 197.23 Finance Costs - Interest Expense - - - Other Borrowing Costs - - Less: Allocation of expense (897.04) (722.05) Closing Balance 451.54 1,243.64 Note 37: Disclosures as Required by Indian Accounting Standard (Ind AS) 19 Employee Benefits (A) Defined Contribution Plans: Amount of ` 31.04 lakh (Previous year ` 24.62 lakh) is recognised as an expense and included in Employee benefits expense as under the following defined contribution plans: ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Benefits (Contribution to): Provident fund 20.31 15.41 Family pension 10.72 9.22 31.03 24.63

72 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

(b) Defined benefit plans: Gratuity: The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days' salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with Indian law. The Company makes annual contributions to the Life Insurance Corporation, which is funded defined benefit plan for qualifying employees. The plans in India typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk. Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments. Interest Risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s debt investments. Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability. Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. The following tables summaries the components of net benefit expenses recognised in the standalone statement of profit and loss and the funded status and amounts recognised in the Standalone Balance Sheet for the respective plans:

` in Lakhs Particulars Gratuity For the year ended For the year ended 31st March, 2020 31st March, 2019 (Funded) (Funded) Change in present value of defined benefit obligation during the year Present Value of defined benefit obligation at the beginning of the year 71.27 34.24 Interest cost 5.54 2.66 Current service cost 11.33 7.79 Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions 7.10 0.06 Actuarial (Gains)/Losses on Obligations - Due to Experience 3.08 26.52 Present Value of Benefit Obligation at the End of the Period 98.31 71.27 Change in fair value of plan assets during the year Fair value of plan assets at the beginning of the year 75.27 36.87 Interest Income 5.85 2.87 Contributions paid by the employer 12.13 36.14 Return on plan assets excluding interest income (1.11) (0.61) Fair value of plan assets at the end of the year 92.14 75.27 Net asset / (liability) recognised in the standalone balance sheet Present Value of defined benefit obligation at the end of the year (98.31) (71.27) Fair value of plan assets at the end of the year 92.14 75.27

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 73 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs Particulars Gratuity For the year ended For the year ended 31st March, 2020 31st March, 2019 (Funded) (Funded) Amount recognised in the standalone balance sheet (6.17) 4.01 Net (liability) / asset- current - 4.01 Net (liability) / asset- non-current (6.17) - Expenses recognised in the standalone statement of profit and loss for the year Current service cost 11.33 7.79 Interest cost on benefit obligation (net) (0.31) (0.20) Total expenses included in employee benefits expense 11.03 7.59 Recognised in other comprehensive income for the year Actuarial (Gains)/Losses on Obligation For the Period 10.17 26.58 Return on Plan Assets, Excluding Interest Income 1.11 0.61 Change in Asset Ceiling - - Net (Income)/Expense For the Period Recognized in OCI 11.28 27.19 Maturity Analysis of Projected Benefit Obligation: From the Fund Within the next 12 months (next annual reporting period) 7.88 1.87 Between 2 and 5 years 27.84 25.48 Between 6 and 10 years 35.01 28.21 Sum of Years 11 & above 135.33 112.07 Quantitative sensitivity analysis for significant assumption is as below: Increase / (decrease) on present value of defined benefits obligation at the end of the 98.31 71.27 year: One percentage point increase in discount rate (8.00) (5.86) One percentage point decrease in discount rate 9.25 6.75 One percentage point increase in rate of salary Increase 9.24 6.81 One percentage point decrease in rate of salary Increase (8.13) (6.00) One percentage point increase in employee turnover rate 0.47 0.76 One percentage point decrease in employee turnover rate (0.54) (0.87) Sensitivity Analysis Method: Sensitivity analysis is determined based on the expected movement in liability if the assumptions were not proved to be true on different count. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years

` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Actuarial assumptions Expected Return on Plan Assets 6.89% 7.77% Rate of Discounting 6.89% 7.77% Rate of Salary Increase 6.00% 6.00% Rate of Employee Turnover 2.00% 2.00% Mortality Rate During Employment Indian Assured Indian Assured Lives Mortality Lives Mortality (2006-08) (2006-08) Mortality Rate After Employment N.A. N.A. Since investment is with insurance company, Assets are considered to be secured. Pension Obligation: Other Details No of Active Members 84 73

74 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

` in Lakhs Experience adjustments 2019-20 2018-19 2017-18 2016-17 2015-16 Defined Benefit Obligation Plan Assets (98.31) (71.27) (34.24) (26.53) (18.05) Surplus / (Deficit) 92.14 75.27 36.87 11.03 10.25 Experience Adjustments on Plan (6.17) 4.01 2.63 (15.50) (7.80) Liabilities - Loss / (Gain) Experience Adjustments on Plan 3.08 26.52 0.11 (1.66) (3.08) Assets - Loss / (Gain) (1.11) (0.61) (0.08) (0.04) (0.94)

a) The Company expects to contribute ` nil (previous year ` nil lakhs) to its gratuity plan for the next year. b) In assessing the Company’s post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the Indian assured lives mortality (2006-08) ultimate. (c) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations after considering several applicable factors such as the composition of plan assets, investment strategy, market scenario, etc. d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. e) The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations. Compensated Absences Assumptions used in accounting for compensated absences ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 (Unfunded) (Unfunded) Present Value of unfunded obligation (` in Lakhs) 70.99 58.00 Expense recognised in Standalone Statement of profit and loss (` in Lakhs) 16.28 25.25 Discount Rate (p.a) 6.89% 7.77% Salary escalation Rate (p.a) 6.00% 6.00%

NOTE 38: Financial Instruments - Accounting Classifications and Fair Value Measurements NOTE 38.1: Financial Instruments Capital Risk Management The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity. The Company’s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements. The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 75 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

The Company monitors its capital using gearing ratio, which is net debt, divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.

` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Long term borrowings 9,632.28 20,076.43 Current maturity of long term borrowings 11,466.38 1,092.35 Short term borrowings 502.52 - Less :- Cash & cash equivalent 1,329.49 133.54 Net debt 20,271.69 21,035.23 Total equity 23,527.07 18,286.48 Gering Ratio 0.86 1.15 (i) Equity includes all capital and reserves of the Company that are managed as capital. (ii) Debt is defined as long and Short-term borrowings, as described in note no 19 and note no 24.

Note 38.2 : Categories of financial instrument The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: 1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments. 2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

` in Lakhs Particulars Level Carrying amount/ Fair Value As at As at 31st March, 2020 31st March, 2019 Financial assets at amortised cost: Trade receivables 8,307.85 3,439.30 Deferred Lease charges (Non-current) 2 6,493.98 6,709.71 Security deposit (at discounted value) (Non-current) 2 5,106.18 5,857.12 Investments 502.57 3,295.07 Loans 20,322.22 - Other financial assets 624.57 2.95 Cash and bank balances 1,329.49 133.54 Bank deposit 332.77 309.26 43,019.63 19,746.95 Financial assets at fair value through profit or loss: Investments in MF 1 502.57 3,295.07 502.57 3,295.07 Financial liabilities at amortised cost: Interest-bearing loans and borrowings 2 21,601.19 21,168.78 Finance lease obligations 2 12,598.64 13,298.93 Trade and other payables 1,533.19 2,129.04 Other financial liabilities 23,065.43 3,074.23 58,798.45 39,670.98

76 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Fair value hierarchy Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Note 39: Financial Risk Management Objectives and Policies The Company's activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and foreign exchange risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Group's position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Fixed rate borrowings - - Floating rate borrowings 21,380.12 21,559.58 Less : Upfront fees (281.38) (390.80) Total Borrowings 21,098.74 21,168.78

Interest rate sensitivity A change of 25 basis points in interest rates would have following impact on profit before tax. ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 25 bp increase - Decrease in profit 26.38 25.68 25 bp decrease - Increase in profit 26.38 25.68 Market risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates and interest rates. Foreign currency risk: The Company operates only in domestic market, however Company has taken buyers credit in foreign currency. The Company is exposed to exchange rate fluctuations to the extent of outstanding buyers credit. $ in Lakhs ` in Lakhs Foreign currency exposure (Term Loan) For the year ended For the year ended For the year ended For the year ended 31st March, 2020 31st March, 2019 31st March, 2020 31st March, 2019 USD 147.42 157.14 11,113.46 10,728.26 The above funding is unhedged (FCTL)

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 77 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Foreign currency sensitivity 1 % increase or decrease in foreign exchange rates will have the following impact on profit before tax. Particulars For the year ended 31st March, 2020 For the year ended 31st March, 2019 1 % Increase 1 % decrease 1 % Increase 1 % decrease USD (76.14) 74.63 (69.86) 68.48 Increase/ (decrease) in profit or loss (111.13) 111.13 (119.42) 119.42 (` in Lakhs)

Credit risk: Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ` 8,307.85 lakh and ` 3,439.30 lakh as of 31st March, 2020 and 31st March, 2019 respectively. The Company has its major revenue from group companies and very small third party exposure hence no major credit risk is perceived. The following table gives details in respect of percentage of revenues generated from top customer and top five customers:

` in Lakhs Particulars For the year ended % of total For the year ended % of total 31st March, 2020 revenue 31st March, 2019 revenue Revenue from group companies 15,742.78 96.48% 15,750.13 96.31% Revenue from third parties 574.77 3.52% 603.82 3.69% 16,317.55 100.00% 16,353.95 100.00%

Credit Risk Exposure Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units with high credit rating mutual funds. Liquidity risk: Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Group's net liquidity position through rolling forecasts on the basis of expected cash flows. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Long-term borrowings generally mature between one to 15 years. Liquidity is reviewed on a daily basis based on weekly cash flow forecast. As of 31st March, 2020, the Company had a working capital of ` 19,058.93 Lakhs; As of 31st March, 2019, the Company had a working capital of ` 5756.28 Lakhs. The Company is confident of managing its financial obligation through short term borrowing and liquidity management. The ageing analysis of the receivables (gross of provision) has been considered from the date the invoice falls due.

78 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Maturity profile The table below provides details regarding the maturity profile at 31-Mar-2020

` in Lakhs Particulars Less than one year 1 to 5 years > 5 years Total Financial Assets Investments 502.57 - - 502.57 Trade receivables 8,307.85 - - 8,307.85 Cash and cash equivalents 1,329.49 - - 1,329.49 Bank balances other than cash and cash 332.77 - - 332.77 equivalents Loans 20,000.00 - - 20,000.00 Other financial assets 946.79 4,856.71 6,743.45 12,546.95 Financial Liabilities Borrowings (non current)* 11,466.38 2,100.00 7,746.65 21,313.03 Borrowings (current) 502.52 - - 502.52 Finance lease obligations 693.34 3,793.34 8,111.96 12,598.64 Other financial liabilities (non-current)-except 20,334.70 - - 20,334.70 FLO Trade and other payables 1,533.19 - - 1,533.19 Other financial liabilities (current) 2,730.74 - - 2,730.74

The table below provides details regarding the remaining contractual maturities of financial liabilities at 31st March, 2019 ` in Lakhs Particulars Less than one year 1 to 5 years > 5 years Total Financial Assets Investments 3,295.07 - - 3,295.07 Trade receivables 3,439.30 - - 3,439.30 Cash and cash equivalents 133.54 - - 133.54 Bank balances other than cash and cash 309.26 - - 309.26 equivalents Other financial assets 2.95 4,856.71 7,710.12 12,569.78 Financial Liabilities Borrowings (non current)* 1,092.35 12,085.91 8,214.21 21,392.47 Finance lease obligations 638.52 3,584.06 9,076.35 13,298.93 Other financial liabilities 326.93 - - 326.93 Trade and other payables 2,129.04 - - 2,129.04 Other financial liabilities (current) 2,747.30 - - 2,747.30 Capital management: For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The Company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 79 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 40: Disclosures as required by Indian Accounting Standard (Ind AS) 33 Earnings Per Share ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Face value of equity share (`) 10 10 Weighted average number of equity shares outstanding 15,010,000 15,010,000 Profit for the year (` in Lakhs) 4,976.19 5,065.50 Weighted average earnings per share (Basic and Diluted) (`) 33.15 33.75

Note 41: Payment to Auditors (exclusive of GST) ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Statutory Audit Fees 4.50 4.50 Tax Audit Fees 1.00 1.00 Out of Pocket Expenses 0.20 0.28 Others 2.13 2.11 7.83 7.89

Note 42: Details of Dues to Micro, Small and Medium Enterprises as defined under the MSME Act, 2006 ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Principal amount and the interest due thereon remaining unpaid to each supplier at the end of each accounting year (but within due date as per the MSME Act) Principal amount due to micro and small enterprise 16.73 10.12 Interest due on above - -

Note 43: Expenditure in Foreign Currency (Accrual Basis) ` in Lakhs Particulars As at As at 31st March, 2020 31st March, 2019 Interest on Foreign Currency Term Loan 586.46 410.91 586.46 410.91 Note 44: In the opinion of the management the current assets, loans and advances (including capital advances) have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

Note 45: The Company is yet to receive balance confirmation in respect of certain sundry creditors, advances and debtors. The management does not expect any material difference affecting the current years financial statements due to the same.

80 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 46: Employee Stock Option Plan (ESOP) Particulars ESOP Plan 2016 First Grant Second Grant Third Grant Fourth Grant 13th June, 2016 17th May, 2017 3rd July, 2018 21st May, 2019 Vesting period 1 year 3.5 years 3.5 years 3.5 years Exercise period 1 year 1 year 1 year 1 year Expected life 5.5 years 5.63 years 5 years 4.61 years Weighted average Exercise price on the date of ` 897 ` 996 ` 869 ` 973 grant Weighted average fair value as on grant date ` 516.82 ` 685.00 ` 585.02 ` 603.90

Particulars ESOP Plan 2016 First Grant Second Grant Third Grant Fourth Grant 13th June, 2016 17th May, 2017 3rd July, 2018 21st May, 2019 Options Granted 13,877.00 19,124.09 24,491.13 31,699.00 Option Vested 10,088.00 19,124.09 24,491.13 31,385.00 Options Exercised - - - - Options lapsed 4,984.00 - - 314.00 Transfer arising from transfer of employees 1,195.00 - - - within group companies Options bought-out during the year - - - - Total number of options outstanding 10,088.00 19,124.09 24,491.13 31,385.00

Each option entitles the holder to exercise the right to apply and seek allotment of one equity share of ` 10 each. The following table exhibits the net compensation expenses arising from share based payment transaction: ` in Lakhs Particulars For the year ended For the year ended 31st March, 2020 31st March, 2019 Expense arising from equity settled share based payment transactions 272.57 129.70 For options granted under ESOP 2016 Scheme, the weighted average fair values have been determined using the Black Scholes Option Pricing Model considering the following parameters:

Particulars ESOP Plan 2016 First Grant Second Grant Third Grant Fourth Grant Grant Date 13th June, 2016 17th May, 2017 3rd July, 2018 21st May, 2019 Weighted average share price on the date of ` 997 ` 1,245 ` 1,086 ` 1,217 grant Weighted average Exercise price on the date of ` 897 ` 996 ` 869 ` 973 grant Expected volatility (%) 38.33% 37.71% 37.09% 35.20% Expected life of the option (years) 5.5 years 5.63 years 5 years 4.61 years Expected dividends (%) 0% 0% 0% 0% Risk-free interest rate (%) 7.43% 6.98% 7.97% 6.97% Weighted average fair value as on grant date ` 516.82 ` 685.00 ` 585.02 ` 603.90

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 81 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

The activity in the ESOP Plans for equity-settled share based payment transactions during the year ended 31st March, 2019 is set out below:

Particulars ESOP Plan 2016 First Grant Second Grant Third Grant Fourth Grant Grant Date 13th June, 2016 17th May, 2017 3rd July, 2018 21st May, 2019 Outstanding as at 1st April, 2017 12,322.00 - - - Granted during the year - 19,124.09 - - Forfeited during the year 3,429.00 - - - Exercised during the year - - - - Transfer arising from transfer of employees - - - - within group companies Bought-out during the year - - - - Outstanding as at 31st March 2018 8,893.00 19,124.09 - - Granted during the year - - 24,491.13 31,699.00 Forfeited during the year - - - 314.00 Exercised during the year - - - - Transfer arising from transfer of employees 1,195.00 - - - within group companies Bought-out during the year - - - - Outstanding as at 31st March 2019 10,088.00 19,124.09 24,491.13 31,385.00

Note 47: Lease (Pursuant to Ind AS-116 - Leases, the following information is Disclosed) Company as a lessee Finance Lease The Company has evaluated certain arrangements for availment of cargo handling services based on facts and circumstances of arrangements, the Company identified them in the nature of lease as the fulfillment of the arrangements depend upon a specific asset and the Company has committed to obtain substantially all the service delivery capacity of the asset. The Company has recognized assets under arrangements as right of use asset under finance leases (refer note 2 and note 4). In the arrangements for availment of cargo handling services, the Company also has an option to purchase the said assets at the end of the lease term. The minimum lease rentals as at 31st March, 2020 and the present value as at 31st March, 2020 of minimum lease payments in respect of assets acquired under finance leases are as follows: ` in Lakhs Particulars As at 31st March, 2020 As at 31st March, 2019 Minimum Present value of Minimum Present value of payments payments payments payments Within one year 1,000.00 693.34 1,000.00 638.52 After one year but not more than five years 4,800.00 3,793.34 4,800.00 3,584.06 More than five years 8,819.99 8,111.96 10,172.34 9,076.35 Total minimum lease payments 14,619.99 12,598.64 15,972.34 13,298.93 Less: amounts representing finance charges 2,021.36 - 2,673.41 - Present value of minimum lease payment 12,598.64 12,598.64 13,298.93 13,298.93

82 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Leases previously accounted for as operating leases The Company recognised right-of-use assets and lease liabilities for those leases previously classified as operating leases, except for short-term leases and leases of low-value assets. Lease liabilities were recognised based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application. The right-of-use assets were recognised at amount equal to the lease liabilities, adjusted for any related prepaid and accrued lease payments previously recognised. The operating lease commitments as of 31st March, 2019 reconciled with lease liabilities as at 1st April, 2019 as follows: ` in Lakhs Particulars Amount Operating lease commitments as at 31st March, 2019 355.33 Weighted average incremental borrowing rate as at 1st April, 2019 9.25% Discounted operating lease commitments at 1st April, 2019 355.33 Add: Commitments relating to leases previously classified as finance leases - Lease liabilities as at 1st April, 2019 355.33

The Company has applied the following practical expedients on initial application: − Applied a single discount rate to a portfolio of leases with reasonably similar characteristics − Applied the exemption not to recognize right-of use assets and liabilities for leases with less than 12 months of lease term on the date of initial application − Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application − Applied the practical expedient provided by the standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application. On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-of-use asset, and finance cost for interest accrued on lease liability. The effect of adoption of Ind AS as at 1st April, 2019 (increase/decrease) is as follows: ` in Lakhs Particulars Amount Assets Right-of-use assets 355.33 Reclassification* - To Right of use assets 12,734.62 - From Property, Plant and Equipment (12734.62) Other Assets – Prepaid Expenses (328.73) Increase in Total Assets 26.60 Liabilities Financial Liabilities - Lease Liabilities (Current + Non-Current) 26.60 Increase in Total Liabilities 26.60 *Carrying amount of leases previously classified as standalone statement lease under Ind AS 17 has been reclassified to RoU Assets.

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 83 FINANCIAL STATEMENTS NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Following is the movement in lease liabilities during the year:

` in Lakhs Particulars Amount As at 1st April, 2019 - Addition on account of adoption of Ind AS 116 26.60 Interest Expenses - Payments (9.29) As at 31st March, 2020 17.31

Followings are the amounts recognised in statement of profit or loss: ` in Lakhs Particulars Amount Depreciation expense of right-of-use assets 484.75 Interest expense on lease liabilities - Rent expense - short-term leases and leases of low value assets 2.02 Total amounts recognised in profit or loss 486.77

The minimum lease rentals as at 31st March, 2020 and the present value as at 31st March, 2020 of minimum lease payments in respect of right of use assets acquired under leases are as follows: ` in Lakhs Particulars As at 31st March, 2020 As at 31st March, 2019 Minimum Present value of Minimum Present value of payments payments payments payments Within one year 9.29 8.50 - - After one year but not more than five years 10.63 8.81 - - Total minimum lease payments 19.92 17.31 - - Less: amounts representing finance charges 2.62 - - - Present value of minimum lease payment 17.31 17.31 - - Note 48: Segment Reporting The Company is primarily engaged in one business segment, namely developing, operating and maintaining the Ports services, Ports related Infrastructure development activities and development of infrastructure as determined by chief operational decision maker, in accordance with Ind-AS 108 "Operating Segment". Considering the inter relationship of various activities of the business, the chief operational decision maker monitors the operating results of its business segment on overall basis. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. List of Major Customers alongwith their share of percentage is given as below: ` in Lakhs Customer Name Amount AMBA RIVER COKE LIMITED 3,796.57 JSW STEEL LIMITED 11,653.07 Total 15,449.64

Note 49: Imported and Indigenous Raw Materials, Components and Spare Parts Consumed ` in Lakhs Particulars For the year ended 31st March, 2020 For the year ended 31st March, 2019 % of total Value % of total Value consumptions consumptions Spare parts Imported 4.69 21.12 - - Indigenous 95.31 429.44 100.00 267.98 100.00 450.56 100.00 267.98

84 FINANCIAL STATEMENTS Financial Statements NOTES AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2020

Note 50: Corporate Social Responsibility (CSR) ` in Lakhs Particulars For the year ended 31st March, 2020 For the year ended 31st March, 2019 In Cash Yet to be paid in In Cash Yet to be paid in cash cash (a) Gross amount required to be spent as per 127.00 - 94.92 - section 135 of the Act (b) Amount spend on: (i) Construction/acquisition of assets 37.81 64.17 - - (ii) On purposes other than (i) above 22.07 2.95 55.58 39.34 (for CSR projects) 59.88 67.12 55.58 39.34

Note 51: COVID-19 India and other global markets experienced significant disruption in operations resulting from uncertainty caused by the worldwide coronavirus pandemic. Considering that the Company is in the business of essential services, management believes that there is not much of an impact likely due to this pandemic including the utilization of install capacity. Going concern assessment: The Company has continued its operations during lockdown due to the outbreak of COVID-19 as the Port Service is considered as one of the essential services by the Government. The Company’s substantial port infrastructure capacities are tied up under medium to long term service agreements with its customers, which insulates revenue of the Company under such contracts. Based on initial assessment, the management does not expect any medium to long-term impact on the business of the Company. The Company has evaluated the possible effects on the carrying amounts of property, plant and equipment, its infrastructure assets, inventory, loans, receivables and debt covenants basis the internal and external sources of information and determined, exercising reasonable estimates and judgements, that the carrying amounts of these assets are recoverable. Having regard to above, and the Company’s liquidity position, there is no uncertainty in meeting financial obligations over the foreseeable future.

Note 52: The standalone financial statement are approved for issue by the by the Board of Directors on 28th May, 2020

Note 53: The additional information pursuant to Schedule III of Companies Act, 2013 is either nil or not applicable.

Note 54: Previous year's figures have been reclassified/re-grouped, where ever necessary, to conform with the current year's classification.

As per our attached report of even date For and on behalf of the Board of Directors For Shah Gupta & Co. Rashmi Ranjan Patra Lalit Singhvi Chartered Accountants Whole-time Director Director Firm's Registration No: 109574W DIN: 03014938 DIN: 05335938 Vipul K Choksi Vikram Agarwal Vaidehi Sail Partner Chief Financial Officer Company Secretary Membership No. 37606 M No. 55899 UDIN: 20037606AAAAAZ3866 Date: 3rd June, 2020 Date: 28th May, 2020 Place: Mumbai Place: Mumbai

JSW DHARAMTAR PORT PRIVATE LIMITED | ANNUAL REPORT 2019-20 85 MAP

86 NOTES NOTES FINANCIAL HIGHLIGHTS

(` in Lakhs) Particulars 2015-16 2016-17 2017-18 2018-19 2019-20 Throughput (MMT) 5.93 10.00 11.62 12.69 12.84

Operating Income 1,951.84 12,130.70 14,595.14 16,353.95 16,428.62 Other Income 5.40 389.74 222.53 429.17 1,238.56 Total Income 1,957.23 12,520.45 14,817.67 16,783.12 17,667.18 EBIDTA 258.64 8,133.24 9,318.89 9,683.96 10,521.61 Cash profit 180.38 5,255.67 7,391.87 7,381.30 7,800.97 Depreciation 40.07 72.96 1,548.19 1,684.70 1,916.32 Interest 1.07 170.98 1,841.82 2,807.58 3,033.01 PBT 217.51 7,889.30 5,928.88 5,191.67 5,572.28 Tax 77.20 2,706.59 147.87 126.17 596.09 PAT 140.31 5,182.71 5,781.01 5,065.50 4,976.19 Other Comprehensive Income 1.47 -1.13 1.43 -17.63 -8.14 Total Comprehensive Income 141.78 5,181.58 5,782.44 5,047.87 4,968.05 EPS (in Rupees) 0.93 34.53 38.51 33.75 33.15 Shares in issue (nos) 15,010,000.00 15,010,000.00 15,010,000.00 15,010,000.00 15,010,000.00

Particulars 2015-16 2016-17 2017-18 2018-19 2019-20 CAPITAL ACCOUNTS Gross Block 335.32 24,778.76 25,495.36 32,679.46 19,255.44 Net Block 296.24 24,667.26 23,840.12 29,334.86 16,382.68 Capital Work in Progress 6,935.77 6,574.63 7,620.82 2,226.21 3,984.84 Total Debt 6,929.00 19,975.11 21,559.90 21,168.78 21,601.19 Equity Capital 1,501.00 1,501.00 1,501.00 1,501.00 1,501.00 Reserves & Surplus 483.08 5,664.66 11,607.91 16,785.48 22,026.10 Shareholders' Funds 1,984.08 7,165.66 13,108.91 18,286.48 23,527.10

RATIOS 2015-16 2016-17 2017-18 2018-19 2019-20 Profitability Ratios Operating Profit Margin 13.25% 67.05% 63.85% 59.21% 64.04% Net Profit Margin 7.17% 41.39% 39.01% 30.18% 28.17% Return on Capital Employed (EBIT / Cap emp) 2.45% 29.70% 22.41% 20.27% 19.07% Return on Net Worth (PAT / Net Worth) 7.07% 72.33% 44.10% 27.70% 21.15%

Liquidity and Solvency Ratios Debt / Equity Ratios 3.49 2.79 1.64 1.16 0.92

Debt Coverage Ratios Interest coverage ratios (EBIT/Interest exp) 205.16 47.14 4.22 2.85 2.84

Book value per Share (`) 13.22 47.74 87.33 121.83 156.74 JSW Dharamtar Port Private Limited

CIN: U93030MH2012PTC236083 Registered Office JSW Centre Bandra Kurla Complex, Bandra East, Mumbai 400 051 Tel: 022 4286 1000 | Fax: 022 4286 3000