Risk management and governance

Responding to dynamic externalities

Risks are integral to any business, and our risk-management framework over the years has evolved in line with our strategic objectives and changes in our operating environment. It helps us predict and undertake pre-emptive response to manage and mitigate key risks. Our Enterprise Risk Management (ERM) is underpinned by globally recognised ‘COSO’ framework, which analyses the potential upside and downside of all factors, that can materially impact our ability to create and protect value.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, we have create a robust risk-management framework. We have constituted a sub-committee of Directors to oversee Enterprise Risk Management framework to ensure resilience in the following manner

01

Intended risks, say growth, are taken prudently to plan for the best and be prepared for the worst

02

Execution of decided strategies and plan with focus on action

Unintended risks such as performance, incidents, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, in-built systems controls, MIS, internal audit reviews, and so on.

Strategic Risks

R1

Cyclical nature of the steel industry including operating margins, demand and supply impacting profitability

The steel industry, like most capital-intensive commodity industries, is cyclical in nature. The operating margins are affected by the sales realisation of steel products and fluctuations in demand and supply of steel products.

Further, the following can affect sales and margins:

1. Adverse global and domestic demand-supply dynamics

2. Unfair trade practices resulting into surge in imports

3. Trade barriers imposed by other countries like US, Europe

Risk Responses

Our primary operations are in India and we sell majority of the products to the domestic Indian market, which has significant growth potential.

Besides, given our reach and world-class products, we have been able to change the sales mix between domestic and export markets.

Sectoral research firms are indicating that the upcycle for steel industry is likely to continue till end of FY 2022-23. This is mainly due to strong pick-up in domestic & global steel demand and China’s emissions related reforms leading to production cuts, decline in their steel exports.

We carry out a due diligence review before dealing with new or unfamiliar markets.

All business decisions are backed by market intelligence with inputs from marketing team.

We have broadened our portfolio of product offerings and entered into Value Add/Value Enhancement (VA/VE) activities with automotive customers.

We are supplying to wide range of industries, such as the automotive, construction, packaging, appliance, machinery, equipment and transportation industries, which are among the biggest consumers of steel products.

Sales presence is particularly strong in South and West India, where a large portion of India’s steel customers are located. The Group is mainly focused on retail sales through its exclusive and non-exclusive retail outlets.

R2

COVID-19 pandemic

The worldwide spread of coronavirus has impacted the businesses globally. The pandemic has posed risks to human life, steel production and sales.

Risk Responses

We have taken proactive actions to reduce the impact of the coronavirus pandemic.

Human life

Apex committee at Group level to monitor the situation & issue guidelines

Encouraging employees for COVID-19 vaccination

Strict adherence to guidelines issued by various government authorities

Travel restrictions advisory

Creating awareness amongst employees about hygiene

Work from home facility for non-technical staff

Periodic COVID-19 testing at the plant locations and Corporate office

Body temperature screening of employees before entering offices/plants; capturing of health status of employees & associates through daily self-declaration in online tracker to keep the workplace safe from infection.

Staggered and extended timings for canteens

Production & operations

After the government allowed production activities post lockdown, we assessed the critical manpower required to run the plant operations and mobilised the same inside the township. This has helped in gradual ramping up of production.

Sales

We have always focussed on strong customer relationships, cost effectiveness and new product developments. This has helped us have a strong presence in domestic as well as international markets.

R3

Raw material availability and cost

The primary raw materials that are used in the production of steel are iron ore and coal. In addition, our operations require substantial amounts of other raw materials and utilities, including various types of limestone, alloys, refractories, oxygen, fuel and gas.

The price and availability of raw materials may be adversely affected by a number of factors that are beyond our control, including interruptions in production by suppliers, demand for raw materials, supplier allocation to other purchasers, price and currency fluctuations, policy changes and transport costs, among others.

Risk Responses

Latest amendments to the Mines & Minerals (Development & Regulation) Act will help in unlocking huge mineral potential of the nation. The amendments allow the captive miners to sell up to 50% of their excavated minerals after meeting requirements of the end-use plant. This will augment the iron ore supply in domestic market. The Act facilitates seamless transfer of all valid rights and clearances of the lessee to next successful bidder. This will help in commencement of mining activities soon after leasing formalities.

Iron Ore

We acquired nine mines in Karnataka and four mines in Odisha through the bidding process to strengthen the raw material security for steel plants. The total reserves are estimated to be around 1.2 billion tonnes. Overall despatches from captive mines during the year constituted 35% of iron ore requirements of the Company.

These mines provide strategic long-term raw material security, access to high quality reserves and an advantage of consistency in grade which can bring operational efficiency in steelmaking.

Coking Coal

Procurement of coal on Annual Rate Contract where price is linked to TSI and PLATTS index to ensure procurement is in line with the market prices.

We plan to ensure availability of coking coal and minimise the impact of rising price by diversifying the sources across various geographies.

Our in-house and state-of-the-art blend management system ensures that our dependence on coking coal is minimised.

We are also developing the Moitra coking coal mine in India. This serves the dual purpose of partial raw material security and cost efficiency.

R4

Regulatory and compliance

Our operations are regulated extensively at the central, state and local levels in India as well as in other countries in which we operate. Failure to comply with these laws and regulations may result in the suspension or termination of operations and subject the business to administrative, civil and criminal penalties.

Risk Responses

Comprehensive compliance management framework to track compliances, understand changes to regulatory standards in a timely manner and integrate these changes to the business strategy

Investing in systems and tools to facilitate better compliance to regulatory norms

Executing capex projects with equipment that meet global safety and emission standards

Ensuring that suppliers, partners and vendors stay compliant

R5

Intensifying competition and ability to market increasing volumes

The Indian steel industry is highly competitive. As an integrated steel manufacturer in India, we need to compete to varying degrees with other Indian integrated steel manufacturers.

In the past, competing domestic steel producers have increased their manufacturing capacity which at times intensified domestic competition.

We expect growing competition from international steel producers due to the increasing consolidation in the steel industry worldwide. A number of international competitors may have greater financial and other resources, and some have announced plans to establish manufacturing operations in India.

Risk Responses

Market would be available to absorb more steel due to

Government’s continued focus on infrastructure development as spelt out in Union Budget, 2021 like thrust on construction of roads & highways, stepped up budgetary allocations for railways, metro services & more airports

Acceleration in rural economy expected to growth in steel demand

Vehicle scrapping policy pushing auto sector demand

Expanding market share and customer retention through

Developing strong customer relationship and gaining brand equity

Focus on new product development and value-added special steel segments

Exports to various countries across various geographies

Focus on high potential areas, where presence via our Shoppe Connect can be increased to widen customer base

Leveraging channel financing and micro credits for providing additional liquidity

Continued focus on cost has made JSW Steel, among one of the world’s lowest conversion cost producers. Our timely response on cost control helps to remain competitive across cycles

R6

Foreign exchange and interest rate fluctuations

There has been considerable volatility in foreign exchange rates in recent years. We incur costs in one currency and generate sales in another, thus profit margins may be affected by changes in the exchange rates between the two currencies.

Any increase in the interest rates across key economies across the globe could result in slowdown in foreign currency inflows into the country. This could in turn affect the value of the domestic currency and interest rates, adversely impacting our ability to secure financing on favourable terms.

Risk Responses

A robust hedging policy with oversight by the Hedging Policy Review Committee of the Board of Directors

Hedging strategy follows a judicious mix of forwards and options

Diversified sources of capital including issuance of Non-Convertible Debentures and issuance of overseas bonds

Ensuring appropriate mix of rupee and foreign currency denominated debt, fixed and floating interest rate and debt of deferral tenure

Executing Interest Rate swaps to mitigate the risk of increasing / decreasing interest rates

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R7

Global liquidity

If credit flow dries up globally it may jeopardise our ability to fund our growth aspirations. Such a scenario may impact our future financial performance and operations.

Risk Responses

We have a robust system on capital allocation to judiciously allocate capital amongst various competing capital expenditure projects across locations

We calibrate every capital expenditure to ensure that the leverage ratios are within the acceptable levels

We leverage appropriate opportunities to raise capital through structured trade solutions to diversify our liquidity pool

We consistently maintain a competitive borrowing rate by adopting appropriate balance between fixed and floating interest rate, in addition to diversified sourcing of funds

R8

Mergers and acquisitions

We have undertaken, and may undertake in the future, strategic acquisitions, which may require the incurrence of material indebtedness, may be difficult to integrate, and may end up being unsuccessful.

There can be no assurance that such acquisitions will be successful, will result in a positive outcome or, in certain instances, will not result in a material adverse effect on our financial position or results of operations.

There is also risk of acquisition at value greater than fair value. This will have impact on Return on Capital Employed (RoCE). It will also have adverse impact on debt and interest serving. There may also be challenges in turnaround and scale up. Delay may drag the profitability.

Further, old litigation may dent the JSW brand and reputation.

Risk Responses

We carry out due diligence that mainly includes finance, tax and legal aspects. This helps to identify risks and plan strategies for mitigations

We plan appropriate capital structures for the entity being acquired

We integrate synergies between companies to ensure optimum utilisation of plant capacities, resources and leverage locations to better serve customers with least supply chain costs

Transaction structuring to ensure simple holding structures

Our financing model is designed taking input from Strategy and Business Development and then M&A team decides the capital structure

Conservative approach to bidding in compliance with the leverage ratios

Leverage cost leadership strength in merged entity

As per National Company Law Tribunal (NCLT) process, the entire contingent liability of target is extinguished

During the year, we have successfully completed acquisitions of Bhushan Power & Steel Ltd. (BPSL) and Asian Colour Coated Ispat Ltd. (ACCIL) under Insolvency and Bankruptcy Code (IBC) process

R9

Infrastructure and logistics

Any congestion or disruption in transportation networks, electricity grid, communication systems or any other public facility could disrupt our normal business activity.

An unforeseen deterioration of physical infrastructure could disrupt the transportation of goods and supplies and add to costs. These issues could interrupt operations, which could have an adverse effect on operations, financial condition and cash flows.

We are also in the process of brownfield expansions at the Dolvi and Vijayanagar plants.

Various factors can affect movement of enhanced quantity of inbound raw material & outbound goods such as:

Port congestion, channel blockage, unloading / loading infrastructure, rail & road connectivity

Storage & material handling (RMHS) system to protect material from exposure to weather thereby its metallurgical property

Risk Responses

Our facilities are well connected to rail, road and port for logistics support, which provides natural competitive advantages in terms of reliable and cost efficient supply of raw materials and delivery of finished steel products to the market

Over the years, the we have initiated several strategic measures to ensure seamless operations. Some key developments include:

Pipe conveyor system at Vijayanagar for iron ore movement from mines to plant

Infrastructure development such as:

Additional storage yards for iron ore fines & coal

Upgradation of infrastructure facilities at Dharamtar jetty to handle additional material volumes like – extended jetty length, dredging for deeper draft, additional barge unloaders

Higher capacity barges River Sea vessels (RSV) for transportation of inbound raw materials and outbound finished goods. This will also help reduce pressure on road movement

Investments in Railway schemes like special Freight Train operator (SFTO) and General Purpose Wagon Investment Schemes (GPWIS) for inducting private rakes to improve the reliability of supply chain network

R10

Geo-political tensions at Indo-China border

Risk of non-availability of critical spares, project material and consumables that are imported from China such as refractories, ferro alloys rolls, and other items..

Risk Responses

The key objective is to ensure that the organisation is able to respond efficiently to the changing geo-political dynamics

We will continue to explore and build alternative supply chain across geographies to ensure that the business is sufficiently safeguarded against an event of severe geo-political tension.

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Operational Risks

R11

Energy security

A stable supply of electricity in large quantities is essential for continuous production processes. The entire production process may get severely impacted if there is insufficient power or a suspension in the power supply.

In the event that there is any disruption to the electricity supply or network bandwidth, due to events beyond our control, such as natural calamities or sabotage, the operations will be affected.

Risk Responses

Substantial portion of the power requirements are increasingly being met through captive power plants. The units are also equipped with Waste Heat Recovery Plants to minimise energy loss and re-route power for processes

The power required would be met partly through self-generation from Coke oven/Blast Furnace gases and balance through long term power purchase agreements through open access

Long Term Power Purchase Agreements to ensure reliable power to steel making operating

Investments in equity for drawing renewable power of 958 MW

We are enhancing our power transmission capacity

R12

Environment protection and climate change

Climate action is growing in recent years across geographies including India. However, any drastic change in carbon emissions regulations may adversely impact our business and operations.

Steel making process involves emission of CO2, dust & other hazardous gases/waste (slag). These emissions pose risk to environment and sustainable growth.

Compliance with new and more stringent environmental obligations relating to greenhouse gas emissions may require additional capital expenditures or modifications in operating practices, as well as dditional reporting obligations.

For planned capacity expansion projects, there is a need to adhere to legal requirements like environmental assessments, environmental impact studies and/or plans of development before commencing production activities. Any expiration or delay of approvals could prevent us from carrying out certain aspects of our operations.

Risk Responses
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We are complying with the all applicable norms through use of best-in-class technology

We select the right equipment, technology, processes, inputs and tracks emissions. Additional capex allocation for advanced technologies like MEROS in sinter to further reduce dust emissions

Introduction of innovations such as Carbon Capture and Utilisation and Storage (CCUS), to recover carbon and divert to different applications

For our mining operations, we have undertaken comprehensive R&R programmes, in line with government mandates, and ensuring preservation of biodiversity and structural stability, among others

Building waste gas recovery plants

Deploying highly efficient molecular sieves

We regularly track changes in technology and future norms to plan in advance. We are exploring the use of steam box ageing technology to treat BOF slag that would be generated after proposed expansions at Vijayanagar and Dolvi

We disclose information related to carbon emissions under various initiatives such as Carbon Disclosure Programme (CDP) and Dow Jones Sustainability Index (DJSI), along with public disclosures in the annual integrated report

We lay thrust on sustainable products that are safe for consumers. We have developed products that are environment friendly and safe for usage like high strength low carbon steel, low thickness steel used in auto sector that makes the vehicle lighter and helps in reducing the carbon footprint as well as safety of travellers.

R13

Occupational Health & Safety

Steelmaking operations are subject to various risks associated with the inherently hazardous steel production. Hazards associated with steelmaking operations may include accidents involving moving machinery, on-site transport, forklifts and overhead cranes; explosions and resulting fires, These hazards may cause severe damage to and destruction of property and equipment, environmental damage and personal injury or even fatalities among our personnel, which may result in temporary or lengthy interruptions of operations, damage business reputation and corporate image and the imposition of civil and criminal liabilities.

Risk Responses

Our health and safety guidelines ensure compliance with local and international laws, regulations and standards. The primary focus is protecting the employees and communities from harm and operations from business interruptions

International consultant ’DuPont‘ has been engaged for rolling out their international safety standards across pan-India plant locations

Periodic safety training, mandatory usage of safety gadgets such as safety shoes, helmets, hand gloves, masks on shop floor/plants

A group wide safety app has been introduced for Safety Observations (SOs) and Incident Tracking

E-modules introduced for safety training and remote learning

Safety awareness through street plays, dos and don’ts including travel restrictions advisory issued due to COVID-19 outbreak

We have launched Employee Assistance Program (We care) in partnership with a leading service provider to provide psychological and emotional counselling support to employees on one-to-one basis through online self-help tools, e-workshops

Monthly apex safety meetings are held for review of safety aspect, fatal accidents / near miss accidents, if any

Strong security arrangements like security check-post, entry pass / identity cards, access control system, CCTVs at critical locations

Mandatory individual and site level safety KRAs linked to variable pay

R14

Human resource and talent management

Human workforce with required skillset and experience is critical for maintaining current level of operations and upcoming expansions at plants.

While we consider our current labour relations to be good, there can be no assurance that we will not experience future disruptions in operations due to disputes or other problems with employees.

Risk Responses

HR policies that are centred around overall well-being of employees and that encourage diversity and inclusion, making us a preferred employer

We have robust performance management systems to reward performers which help attracting and retaining the talent

We have built platforms that aid in greater interaction between employees and senior management

Long term succession planning through creation of talent pool across bands and grooming them for next level roles through specially designed Future-Fit Leadership Development programs from IIM-Ahmedabad, ISB-Hyderabad & Cornell University, USA

Enhancing gender diversity through launch of ’SPRINGBOARD‘ for high performing female employees to encourage leadership development at IIM-Bengaluru

Online learning courses for employees in collaboration with Skillsoft to develop project management, team building, communication and other skills

R15

Local communities

Public protests over our operations may cause operations to slow down, damage the reputation and goodwill with the governments or public in the countries and communities in which we operate, or cause damage to our facilities.

Risk Responses

It is our social responsibility mission to empower communities with sustainable livelihoods

During the year, we continued initiatives that improve access to healthcare and nutrition; empower women with livelihood opportunities; focus on skill-building and better educational infrastructure and safeguard the culture and heritage

Amidst the COVID-19 pandemic, our social intervention measures also focused on creating social awareness around safety and hygiene. Our local teams undertook extensive drives to distribute food and hygiene kits to the communities

Ensuring no harm to local communities, by following all regulations across our mining and manufacturing operations and throughout our direct value chain

R16

Cyber security

We have undertaken extensive digital projects, which may be exposed to a wide array of cyber risks. Digital security is paramount to ensuring seamless operations, as a potential breach could lead to loss of process control and impact day-to-day functions.

During the COVID-19 pandemic, employees Working From Home (WFH) have been accessing Company data remotely posing greater cyber security risk.

Cyber security risk could result in substantial reputation and financial loss arising from;

Theft of corporate information

Theft of financial information (e.g. Financial results, bank details etc.)

Ransom ware – cyber extortion

Disruption to business (e.g. inability to carry out SAP transactions, online payments) loss of business or contract

Risk Responses

1. Controls for Work From Home (WFH)

Secure Virtual Private Network (VPN) enablement for home users

Alternate disaster recovery secure VPN created for resilience

Google Advanced phishing and malware protections features

Periodic critical security updates of Operating System (OS) for all the remote endpoints

Weekly Campaign on How to Securely Work from Home

2. Controlling system vulnerability

Vulnerability Assessment and Penetration testing for all public facing assets.

Firewall hardening rule sets implemented.

Firewall remediation tool deployed and improvements done in identified areas

3. Breach assessment

Carried out self-assessment and it is being continuously monitored. Third party view and peer comparison undertaken.

Breach Assessment was done with subject expert partners

4. Incorporating cybersecurity and privacy into everyday business decisions and processes

5. In view of growing threats of cyberattacks due to increased online trades and transactions, cyber security awareness programme conducted across all the locations

6. Progress of cyber security roadmap is being tracked periodically

7. Monitor threats and respond, investigate and remediate cyber security related incidents and data breaches

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Risk increase (y-o-y)

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Risk decrease (y-o-y)

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Risk remains the same (y-o-y)