Jindal Saw

The Directors are pleased to present the 23rd Annual Report and
 Audited Statement of Accounts of the Company for the year ended 31st
 December, 2007 comprising of 15 months period from October 1, 2006 to
 December 31, 2007.
 
 1.  FINANCIAL RESULTS
 
                                         Current Year    Previous Year
                                                Ended           Ended
 PARTICULARS                            31st Dec.2007  30th Sept.2006
                                          (15 Months)
                                         (Rs in Lacs)    (Rs in Lacs)
 
 Gross Sales & Income from Operations     701,712.53      406,148.95
 Profit before Interest and Depreciation   82,193.95       42,770.89
 Less:
 Interest                                  17,266.21       11,246.96
 Depreciation                               7,217.28        5,190.13
 Profit before tax                         57,710.46       26,333.80
 Provision for Tax                         16,450.30        8,713.71
 Extraordinary Income - Profit from sale of
 shares of US Subsidiary Company
 (Net of tax expenses of Rs 13,033 lacs)   46,378.01            --
 Net profit after tax including Extra-
 ordinary Income                           87,638.17      17,620.09
 Net profit after tax excluding 
 Extra-ordinary Income                     41,260.16      17,620.09
 Debenture Redemption Reserve Written Bank       --          500.00
 Add: Balance brought forward 
 from previous Year                        29,604.87      18,607.24
 Total amount available for appropriation 117,243.04      36,727.33
 
 Less : Appropriations :
 (a) Debenture Redemption Reserve             937.50         937.50
 (b) Transfer to General Reserve           70,000.00       2,500.00
 (c) Interim Dividend on Preference 
 shares paid                                  785.00         763.49
 (d) Dividend Paid                               --           50.00
 (e) Corporate Tax on above                   122.23         107.08
 (f) Proposed dividend on Preference Shares   219.37             --
 (g) Proposed dividend on Equity Shares     3,257.63       2,418.22 
 (h) Corporate Tax on dividends               590.92         346.17 
     Balance carried to Balance Sheet      41,330.39      29,604.87
 
 2.  REVIEW OF OPERATIONS
 
 For the year ended December 31, 2007, gross turnover increased by 38%
 to Rs 701,712.53 lacs against Rs 406,148.95 lacs for 12 months
 accounting year ended September 30, 2006. The profit after tax also
 increased by 87 % to Rs 41,260.16 lacs from Rs 17,620.09 lacs in the
 above period. In 2006-07, pipe sale, in quantity terms, also increased
 by app. 53%.
 
 In order to increase focus on the Indian operations and to bring more
 financial discipline in the system, the Company, in November 2007,
 divested its entire equity stakes in the USA Subsidiary. Your Company
 realized gain of Rs. 46,378.01 lacs (Net of tax of Rs 13,033 lacs) from
 such divestment. The funds so received are being utilized for creation
 / addition of manufacturing facilities in India and also for
 improvement of financials of the company.
 
 3.  DIVIDEND
 
 This year, your Directors have recommended a dividend of Rupees 6.25
 per equity share of Rs. 10/- (Previous year Rs.5/- per share) for the
 year ended 31st December, 2007 comprising of 15 months period from
 October 31, 2006 to December 31, 2007.
 
 The Boards recommendation for a stable and steady dividend is linked
 to Companys long term requirements of funds for meeting the working
 capital needs, capital expenditures for its growth plans &
 modernization and to finance such plans by retaining the profits.
 
 4.  SHARE CAPITAL
 
 During the year 24,12,542 equity shares of Rs. 10/- were allotted to
 the companies belonging to Promoter Group on conversion of warrants
 issued to them on preferential basis.
 
 During the year under review, 6250 FCCBs were converted into equity
 shares at initial conversion price of Rs. 675/- per equity share of Rs.
 10/-. 84650 FCCBs were outstanding as on 31st December, 2007. If these
 outstanding FCCBs are converted, new 4950943 equity shares would be
 further allotted.
 
 5.  MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
 
 A separate report on Management Discussion and Analysis relating to
 business and economic environment surrounding your Company is enclosed
 as a part of the Annual Report. Another report provides information /
 status on the Corporate Governance.
 
 6.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956 with respect to Directors Responsibility Statement, it is
 hereby confirmed by the Board of Directors: -
 
 a.  that in the preparation of the annual accounts for the financial
 year ended 31st December, 2007, the applicable accounting standards had
 been followed alongwith proper explanation relating to material
 departures;
 
 b.  that the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the year under review;
 
 c.  that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 d.  that the Directors had prepared the accounts for the financial year
 ended 31st December, 2007 on a going concern basis.
 
 7.  DIRECTORS
 
 Shri P. R. Jindal and Shri Devi Dayal retire by rotation and, being
 eligible, offer themselves for re-appointment.
 
 The Board of Directors in their meeting held on 28th April, 2007
 appointed Shri Indresh Batra as Additional Director of the Company and
 elevated to the post of Managing Director for a period of 5 years. The
 Company has received a notice pursuant to Section 257 of the Companies
 Act, 1956 from one of its member expressing his intention to propose
 the candidature of Shri Indresh Batra to the office of the Directors of
 the Company.
 
 The Board in its meeting held on 31st July, 2007 re- appointed Shri H.
 S. Chaudhary as Whole-time Director for a further period of 2 years
 from 1st February, 2007.
 
 8.  AUDITORS & THEIR REPORT
 
 M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the
 Company retire at the end of ensuing Annual General Meeting, and, being
 eligible, offer themselves for re-appointment.
 
 Auditors remarks in their report read with the notes to accounts
 referred to by them are self-explanatory.
 
 9.  COST AUDIT
 
 Pursuant to Section 233 B of the Companies Act, 1956 and as per the
 order of the Central Government, the Company carries out audit of Cost
 Accounts relating to Steel Tubes and Pipes every year. The Board,
 subject to the approval of Central Government, has appointed Mr. S.N.
 Balasubramanian, Cost Accountant, to audit the Cost Accounts relating
 to manufacture of steel tubes and pipes for the year ended 31st
 December, 2007.
 
 10.  PUBLIC DEPOSITS
 
 The Company had repaid the deposits matured during the year except
 unclaimed deposits aggregating Rs.  93.08 lakhs at the end of the year.
 
 11.  PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
 
 Information in accordance with the provision of Section 217(1)(e) of
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 regarding conservation
 of energy, technology absorption and foreign exchange earnings and
 outgo are given in the statement annexed hereto.
 
 12.  SUBSIDIARY COMPANIES
 
 The Company had 5 subsidiary companies as on 31st December, 2007. The
 members may refer to the Statement under Section 212 of the Companies
 Act, 1956 and the information on financial of subsidiaries appended to
 the above Statement in this Annual Report for the further information
 on these subsidiaries. The Ministry of Corporate Affairs vide its
 letter No.  47/34/2008-CL-III dated 18.2.2008 granted the approval to
 the Company for not attaching the Annual Reports of the subsidiary
 companies with the Annual Report of the Company for the financial year
 ended 31st December, 2007.
 
 The members, if they desire, may write to Company Secretary at Jindal
 Centre, 12, Bhikaiji Cama Place, New Delhi – 110 066 to obtain the copy
 of the Annual Report of the subsidiary companies.
 
 13. PERSONNEL
 
 The industrial relations remained cordial throughout the year. As
 required by the provision of Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the names and other particulars of the employees are set out
 in Annexure to this Report. However, as per the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts
 are being sent to all Members of the Company excluding the aforesaid
 information.  Any member interested in obtaining such particulars may
 write to the Company Secretary at Jindal Centre, 12 Bhikaiji Cama
 Place, New Delhi -110 066.
 
 14. ACKNOWLEDGMENT
 
 Your Directors express their grateful appreciation to concerned
 Departments of Central / State Governments, Financial Institutions &
 Bankers, Customers and Vendors for their continued assistance and
 co-operation. The Directors also wish to place on record their deep
 sense of appreciation for the committed services of the employees at
 all levels. We are also grateful for the confidence and faith that you
 have reposed in the Company as its member.
 
                                         For and on behalf of the Board
 
 Place: New Delhi                         P. R. JINDAL      SMINU JINDAL
 Date : 26th February, 2008          Vice Chairman Managing  Director