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Jindal Stainless

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Directors Report Year End : Mar '15    « Mar 14
The Directors have pleasure in presenting the 35th Annual Report on
 the business and operations of your Company together with the Audited
 Statement of Accounts for the financial year ended 31st March, 2015.
 
 Financial Results
 
 Your Company''s performance for the financial year ended 31st March,
 2015 is stated below:
 
                                                       (in Crores)
 
 Particulars                                   Standalone
 
                                      Year Ended       Year Ended  
                                      31.03.2015       31.03.2014
 
 Revenue from operations (Gross)        6,459.54        12,966.67
 
 Less: Excise Duty on sales_              448.60         1,019.69
 
 Revenue from Operations (Net)           6010.94        11,946.98
 
 Profit before other Income, Finance 
 Cost, Depreciation,                      304.00          879.60
 Exceptional Items, Tax & 
 Amortization (EBIDTA)
 
 Add: Other Income                         52.79           46.12
 
 Less: Finance Costs                      915.81        1,234.70
 
 Less: Depreciation / Amortization        392.55          687.66
 
 Profit /(Loss)Before Tax & 
 Exceptional Items                       (951.56)        (996.64)
 
 Add: Exceptional Items - 
 Gain/(Loss)                            1,173.20         (416.90)
 
 Profit/(Loss) Before Tax                 221.63       (1,413.54)
 
 Less: Tax Expenses                        (1.45)         (23.45)
 
 Net Profit /(loss) after Tax             223.08       (1,390.09)
 
 Share in Profit / (Loss) of 
 Associate                                     -               -
 
 Minority Interest                             -               -
 
 Net Profit / (Loss)                      223.08       (1,390.09) 
 (After Adjustment for Associate &
 Minority Interest)
 
 Add / Less:
 
 Add: As per last year account                 -               -
 
 Less: Depreciation adjusted 
 to Retained Earnings                       3.53               -
 
 Less: Loss on cessation / 
 liquidation/ disposal of 
 Subsidiaries (Net)                            -               -
 
 Add: Debenture Redemption 
 Reserve written back                        187            3.14
 
 Amount available for Appropriation       221.42       (1,386.95)
 
 Less: Transferred to General
 Reserve                                       -               -
 
 Less: Being deficit, Set off 
 from General Reserve                    (956.74)         430.21
 
 Net surplus/(deficit) in statement 
 of Profit & Loss                        (735.32)        (956.74)
 
 Particulars                                    Consolidated
 
                                       Year Ended     Year Ended 
                                       31.03.2015     31.03.2014
 
 Revenue from Operation (Gross)          7,396.55      13,869.80
 
 Less: Excise Duty on Sale                 448.60       1,000.74
 
 Revenue from Operation (Net)            6,947.96      12,869.07
 
 Profit before Other Income, Finance       368.41        1010.05
 Cost,Depreciation, Exceptional Items,
 Tax And Amortaisation (EBIDTA)
 
 Add: other Income                          54.16          45.23
 
 Less: Finance Cost                        942.49       1,295.13
 
 Less: Depreciation/ Amortaisation         411.11         728.39 
 
 Profit/ (Loss) Before Tax & 
 Exceptional Items                        (931.04)       (968.24) 
 
 Add: Exceptional Itrms - Gain (Loss)    1,184.16        (418.74)
 
 Profit/ (Loss) Before tax                 253.12      (1,386.98) 
 
 Less: Tax Expences                          0.01         (20.67)
 
 Net Profit/ (Loss) After Tax              253.11      (1,366.30)
 
 Share in Profit/ (Loss) of Association         -          (0.37)
 
 Minority Interest                          (0.28)         (1.56)
 
 Net Profit/ (Loss)                        252.83      (1,368.24)
 (After Adjustment for Associate &
 Minority Interest)
 
 Add:/ Less
 
 Add: As per last year account                  -              -
 
 Less: Depreciation sdjustment to 
 Retained Earnings                            3.53             -  
 
 Less: Loss on cessation / liquidation /   (102.28)            -
 disposal of Subsidiaries (Net)
 
 Add: Debenture Redumption Reserve 
 wriiten back                                 1.87          3.14
 
 Amount available for appropriation         353.45     (1,365.10)
 
 Less: Transfer to General reserve               -          0.42
 
 Less: Being Deficit, Set off from 
 General Reserve                         (1,044.60)       320.92
 
 Net Surplus/ (deficit) in statement       (691.14)    (1,044.60)
 of Profit & Loss
 
 The above financial results of the Company for the year ended 31st
 March, 2015 are not comparable with the financial results for the year
 ended 31st March, 2014 as the financial results for FY 2014-15 have
 been reopened and revised to give effect to the terms of Section I and
 II of the Composite Scheme of Arrangement (Scheme) amongst the
 Company and its three wholly owned subsidiary companies viz. Jindal
 Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke
 Limited which was approved by the Hon''ble High Court of Punjab and
 Haryana at Chandigarh vide its order dated 21st September, 2015 (as
 modified on 12th October, 2015). The certified true copy of the said
 order was filed with the office of Registrar of Companies on 1st
 November, 2015 and accordingly, Section I and II of the Scheme have
 become operative with effect from the Appointed Date 1 i.e. close of
 business hours before midnight of 31st March, 2014.
 
 On pre-recast basis, during the year, the net Revenue from operations
 of your Company on standalone basis has increased by 7.16% at Rs.
 12,802.47 crore as compared to Rs. 11,946.98 crore during previous
 financial year 2013-14. The Profit before other income, Finance Cost,
 Depreciation, Exceptional Items, Tax & Amortisation on standalone basis
 stood at Rs. 1040.76 crore as compared to Rs. 879.60 crore during previous
 year.
 
 Further, during the year, the consolidated net Revenue from operations,
 on pre recast basis, of your Company has increased by 7.22% at Rs.
 13,798.75 crore as compared to Rs. 12,869.07 crore during previous
 financial year 2013-14. Consolidated Profit before other income,
 Finance Cost, Depreciation, Exceptional Items, Tax & Amortization stood
 at Rs. 1,146.93 crore as compared to Rs. 1,010.06 crore during previous
 year.
 
 The financial results of the Company during the year 2014-15 continued
 to remain under stress on account of various factors viz.  subdued
 economic environment, increase in imports (especially cheaper imports
 from China), increasing raw material prices, unfavorable duty structure
 and adverse foreign exchange fluctuation.
 
 Operations
 
 As per the terms of the Scheme, the Ferro Alloys Division of the
 Company comprising of Ferro Alloy manufacturing facility located at
 Jindal Nagar, Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and the
 Mining Division comprising of Chromites Mines have been demerged and
 vest with Jindal Stainless (Hisar) Limited. Further the business
 undertaking relating to Hisar Unit of the Company has been transferred
 to Jindal Stainless (Hisar) Limited on slump sale basis. Consequent
 upon the filing of the Court order with the office of the ROC, this
 part i.e. Section I and II of the Scheme has become effective with
 effect from the Appointed Date 1 i.e. close of business hours before
 midnight of 31st March, 2014. The other part i.e.  Section III and IV
 of the Scheme pertaining to transfer of Hot Strip Mill to Jindal United
 Steel Limited and Coke Oven Plant to Jindal Coke Limited shall become
 effective with effect from the Appointed Date 2 i.e. close of business
 hours before midnight of 31st March, 2015 upon receipt of necessary
 approvals from Orissa Industrial and Infrastructure Development
 Corporation Limited (OIIDCO).
 
 With the above, presently the Company is left with only one
 manufacturing facility located at Jajpur, Odisha.
 
 The performance of Jajpur, Odisha improved as compared to last year.
 During the financial year 2014-15, Steel Melting Shop produced 4,48,476
 MT as compared to 4,13,863 MT in the last year, Hot Strip Mill produced
 4,40,360 MT against 4,00,930 MT in the last year, Plate Finishing Shop
 produced 32,143 MT against 35,658 MT and facilities in CRM produced
 3,82,949 MT against 3,32,433 MT produced in last year.
 
 The production at Ferro Alloys during the year was 1, 07,596 MT against
 1,34,559 MT produced last year due to scarcity of raw material.
 
 Performance of Coke Oven unit during FY 2014-15 improved producing
 2,31,370 MT of Coke against 2,17,193 MT produced in last year.
 
 Both the power plants (2X125MW) generated 1,486.241 million units (net)
 of power as compared to 1,190.925 million units (net) in the last year.
 Out of the total generation 393.508 million units were wheeled to Hisar
 plant (since transferred to Jindal Stainless (Hisar) Limited under the
 Composite Scheme of Arrangement) and 24.461 million units sold through
 exchange.
 
 Jajpur plant is in receipt of Quality Management System (ISO 9001:2008)
 for its Coke Oven Unit facility. With this the entire plant is
 certified for IMS consisting of QMS, EMS and OHSAS. The Odisha unit has
 also received REACH/RoHS certification for various 300 & 400 series
 stainless steel grades. Scope of Construction Product Directive (CE
 Marking) certification is expanded to include 316 Ti and 321 grades.
 This has enabled your Company to be the preferred and certified
 manufacturers of stainless for construction field in European market.
 
 In addition, the Jajpur unit has successfully undergone ISI mark/ BIS
 certification audit for Stainless Steel grades – 304 (304S1 as per IS
 6911), 304L(304S2 as per IS 6911) and 316L grades and is in receipt of
 license for 304S1 grade. License for other grades is expected to be
 received shortly. As part of product development, new SS grade added at
 Jajpur plant in FY 2014-15 includes 201L, 201LN, 310S, 439, 441 & 446.
 Your Company''s products are approved by many reputed organizations viz.
 BHEL Trichy for 400 series and for new application developments which
 includes Grade 430 – for utensil application, Grades 304 & 409L – for
 tubing application, Grade 409L – for fabrication application. Jajpur
 plant has also successfully catered Grade 304L to Indira Gandhi Centre
 for Atomic Research for its nuclear application requirements.
 
 HSM facility is in receipt of ISI mark/ BIS certification license for
 various carbon steel grades like Hot Rolled Steel Strips in coils
 (Grade 1 & 2 Si – Al Killed) and HR Strips in coil form (Grade E 250,
 Quality – A, BR, Killed/ Semi Killed excluding suitable for impact test
 requirements).
 
 Asset Monetization and Business Reorganization Plan (AMP) and Composite
 Scheme of Arrangement On account of the operations of the Company
 remaining under strain due to various external factors the ability of
 the Company to meet its repayment obligations/ liabilities under the
 facilities availed by it from the Lenders was adversely affected and it
 had requested the Lenders to restructure such facilities to support the
 Company.  Accordingly, the Company was referred to the Corporate Debt
 Restructuring forum, for the efficient restructuring of corporate debt
 (hereinafter referred to as the CDR) and a CDR package for the
 Company was approved by the Empowered Group of CDR (CDR EG (Approved
 CDR Package).
 
 Despite, the above restructuring the operations of the Company did not
 improve as envisaged due to various external factors pertaining to the
 economy and industry. As a result, the ability of the Company to meet
 its repayment obligations/ liabilities under the facilities was
 adversely affected and the Company approached the CDR-EG for a reworked
 CDR package which was approved by the CDR-EG at their meeting held on
 August 24, 2012 and a letter of approval dated September 18, 2012
 (Reworked CDR Package).
 
 The Company, after having various rounds of discussions with the CDR
 Lenders, has now finalized a comprehensive plan of Asset Monetization
 cum Business Reorganisation Plan (AMP). The AMP was approved by the
 CDR EG vide its letter dated December 26, 2014 (CDR EG Approval),
 which entails monetization of identified business undertaking(s) of the
 Company through demerger/slump sale(s) and utilization of the proceeds
 of the slump sale(s) in reduction of debt of the Company by an amount
 of  Rs. 5,500 Crore (from  Rs. 8,894 Crore (outstanding as at March 31,
 2014) to  Rs. 3,394 Crore).
 
 As a part of the above said AMP, the Board of Directors of the Company
 in their meeting held on 29th December, 2014 approved a Composite
 Scheme of Arrangement between the Company and its three wholly owned
 subsidiary companies viz. Jindal Stainless (Hisar) Limited, Jindal
 United Steel Limited and Jindal Coke Limited and their respective
 creditors and shareholders. NOC from Stock Exchanges to the said
 Scheme, in compliance with the provisions of Clause 24(f) of the
 Listing Agreement, was received on 20th March, 2015. Thereafter, as
 directed by the Hon''ble High Court of Punjab and Haryana at Chandigarh,
 meetings of the Shareholders, Secured Creditors and Unsecured Creditors
 were held on 16th May, 2015 and the proposal of Scheme was approved
 through overwhelming majority. The Company also obtained approval from
 public shareholders through e-voting, as per direction of the Stock
 Exchanges.
 
 Thereafter, the Company filed second motion petition before the Hon''ble
 High Court of Punjab and Haryana at Chandigarh, on 20th May, 2015.
 
 The Hon''ble High Court of Punjab and Haryana at Chandigarh, vide its
 order dated 21st September, 2015 (as modified on 12th October, 2015),
 has approved the ''Composite Scheme of Arrangement'' (Scheme) among
 Jindal Stainless Limited (JSL), Jindal Stainless (Hisar) Limited
 (JSHL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited
 (JCL) and their respective shareholders and creditors.  Certified true
 copy of the said Order was received on 20th October, 2015 and was filed
 on 1st November, 2015, with the office of Registrar of Companies, NCT
 of Delhi and Haryana.
 
 As per the terms of the Scheme, upon filing of the aforesaid Order with
 the Office of the Registrar of Companies, NCT of Delhi and Haryana,
 Section I and II of the Scheme (pertaining to transfer of Demerged
 Undertakings comprised of Ferro Alloys Manufacturing facility at
 Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and Chromite Mines and
 Business Undertaking 1 comprised of manufacturing facility at Hisar
 from JSL to JSHL) have become operative from the Appointed Date 1 i.e.
 close of business hours before midnight of 31st March, 2014. Section
 III and IV of the Scheme with respect to JUSL and JCL respectively
 shall become operative from Appointed Date 2 i.e. close of business
 hours before midnight of 31st March, 2015 after receipt of approval
 from Orissa Industrial and Infrastructure Development Corporation
 Limited (OIIDCO) with respect to the use of land by JUSL and JCL, for
 which the Company has already made necessary application.
 
 Dividend
 
 The Board, considering the Company''s performance and financial position
 for the year under review, has not recommended any dividend on equity
 shares of the Company for the financial year ended 31st March, 2015.
 
 Transfer to Reserves
 
 The Board, considering the Company''s performance and financial position
 for the year under review, has not proposed to transfer any amount to
 reserves.
 
 Share Capital
 
 As on 31st March, 2014, the paid up share capital of the Company was Rs.
 46,23,70,890/- divided into 21,53,75,005 equity shares of Rs.2/- each and
 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS)
 of face value of Rs.2/- each.
 
 On 19th December, 2014 and 25th September, 2015, the Company has
 allotted 1,10,00,000 and 48,10,440 equity shares of Rs.2/- each
 respectively upon conversion of 1,58,10,440 Cumulative Compulsory
 Convertible Preference Shares (CCCPS) of face value of Rs.2/- each to JSL
 Overseas Limited, a member of promoter group.
 
 Consequently, as on the date of this report, the paid up share capital
 of the Company stands at Rs. 46,23,70,890/- divided into 23,11,85,445
 equity shares of Rs. 2/- each.
 
 Management Discussion and Analysis Report
 
 Management Discussion and Analysis Report as required under the listing
 agreement with the stock exchanges forms part of this Annual Report.
 
 Transfer to Investor Education and Protection Fund
 
 The Company has transferred unclaimed and unpaid amounts aggregating to
 Rs.30,85,286/- to Investor Education and Protection Fund of Government of
 India during the year 2014-15.
 
 Employees Stock Option Scheme
 
 During the year under review, 5,60,625 stock options were vested in
 eligible employees. The disclosure, under Regulation 14 of Securities
 and Exchange Board of India (Share Based Employee Benefits)
 Regulations, 2014 is set out in Annexure – I to this Report.
 
 Information Technology
 
 During the year, the Company''s IT and SAP department has further
 modified the SAP ECC 6.0 landscape with enhanced business integration
 functionalities for Business benefits. This integrated SAP Business
 Support mechanism is assisting management in making informed decisions
 through MIS, which is aligned towards achieving goals and through
 real-time transactions processing. The SAP team will also play a
 critical role in enabling the Company''s Re-Structuring exercise by
 re-aligning the current SAP Landscape. The IT team has also been
 successful in providing secure and non-disruptive IT (Hardware,
 Network, Software etc) services to the Company throughout the year.
 Various initiatives like an upgraded e-mail solution, enhanced and
 secure firewalls, bar-coding and Management Analytics, etc. were
 planned & delivered during the year. The IT and SAP department plans to
 rollout further Business Enhanced support & solutions to the Company in
 the coming year as well.
 
 Consolidated Financial Statements
 
 In accordance with the Companies Act, 2013 and Accounting Standard (AS)
 – 21 on Consolidated Financial Statements read with AS-23 on Accounting
 for investments in Associates and AS-27 on Financial Reporting of
 interests in Joint Ventures, the Audited Consolidated Financial
 Statements are provided in the Annual Report.
 
 Subsidiary Companies / Joint Ventures / Associate Companies
 
 As per the terms of the Scheme, six domestic subsidiary companies of
 the Company viz. JSL Lifestyle Limited, Jindal Stainless Steelway
 Limited, JSL Architecture Limited, Green Delhi BQS Limited, JSL Media
 Limited and JSL Logistics Limited have been transferred to Jindal
 Stainless (Hisar) Limited through slump sale. Consequent thereto, as on
 31st March, 2015, the Company has been left with 11 direct and step
 down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal
 Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal
 Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE
 Ticaret A.S., Turkey (vi) JSL Group Holdings Pte. Ltd., Singapore;
 (vii) JSL Ventures Pte. Ltd., Singapore; (viii) Jindal Aceros
 Inoxidables S. L., Spain; (ix) Iberjindal S.L., Spain; (x) Jindal
 United Steel Limited; and (xi) Jindal Coke Limited.
 
 Further, the Company has an associate company namely, J.S.S.
 Steelitalia Ltd. and two joint ventures with MJSJ Coal Limited and
 Jindal Synfuels Limited.
 
 During the financial year ended 31st March, 2015, two subsidiary
 companies namely JSL Europe SA and JSL Minerals and Metals SA were
 closed down. Further Jindal Stainless (Hisar) Limited (JSHL), Jindal
 United Steel Limited (JUSL) and Jindal Coke Limited (JCL) were made the
 wholly-owned subsidiary companies of the Company. Post sanction of the
 Scheme, JSHL has ceased to be subsidiary of the Company. The other two
 companies viz. JUSL and JCL shall also cease to be subsidiary companies
 of the Company post receipt of approval from OIIDCO and induction of
 new investors in the said companies. However, these will continue to
 remain associate companies of the Company.
 
 The members, if they desire, may write to Company Secretary at O.P.
 Jindal Marg, Hisar – 125005 (Haryana) to obtain the copy of the annual
 report of the subsidiary companies.
 
 A statement containing the salient features of the financial statement
 of the subsidiaries and associate companies in the prescribed Form AOC
 - 1 is attached alongwith financial statement. The statement also
 provides the details of performance, financial position of each of the
 subsidiaries and associate company.The Policy for determining material
 subsidiaries as approved may be accessed on the Company''s website at
 the link: http://jindalstainless.com/images/
 Policy%20on%20Material%20Subsidiaries.pdf.
 
 Directors & Key Managerial Personnel
 
 The Board of Directors has appointed Maj. Gen. Kanwaljit Singh Thind,
 VSM (Retd.) and Ms. Ishani Chattopadhyay as Additional Directors with
 effect from 1st October, 2014. The Board has also appointed Mr. Subrata
 Bhattacharya as Additional Director in the capacity of Whole Time
 Director with effect from 6th November, 2015. The requisite resolutions
 for the appointments of the aforesaid Directors will be placed before
 the shareholders for their approval.
 
 The Board of Directors has also appointed Mr. Vipin Agarwal as the
 Chief Financial Officer and Mr. Raajesh Kumar Gupta as the Company
 Secretary and Compliance Officer w.e.f. 30th May, 2015.  The Board has
 also designated them as the Key Managerial Personnel (KMPs) of the
 Company.
 
 Mr. Jitender P. Verma, Executive Director (Finance) resigned from the
 Board of Directors of the Company w.e.f. 25th March, 2015 and as the
 Chief Financial Officer of the Company w.e.f. closing of working hours
 on 31st March, 2015. Mr. Jitendra Kumar, Company Secretary and
 Compliance Officer of the Company resigned w.e.f.  closing of working
 hours on 31st March, 2015. Mr. Vipin Agarwal tendered his resignation
 as Chief Financial Officer of the Company w.e.f. closing of working
 hours on 19th October, 2015. The Board places on record its sincere
 appreciation for the valuable contributions made by them during their
 tenure.
 
 Mr. Rajinder Parkash Jindal, who retires by rotation at the ensuing
 Annual General Meeting under the provisions of the Companies Act, 2013
 and being eligible, offers himself for reappointment.
 
 Brief resumes of the abovementioned Directors, nature of their
 expertise in specific functional areas, details of Directorship in
 other companies and the membership / chairmanship of committees of the
 board, as stipulated under Clause 49 of the listing agreement with the
 stock exchanges, are given in the Notice forming part of the annual
 report.
 
 All Independent Directors have given declaration to the Company that
 they meet the criteria of independence as provided in Section 149(6) of
 the Companies Act, 2013.
 
 The Company has also devised a Policy on Familiarization Programme for
 Independent Directors which aims to familiarize the Independent
 Directors with the Company, nature of the industry in which the Company
 operates, business operations of the Company etc. The said Policy may
 be accessed on the Company''s website at the link:
 http://jindalstainless.com/images/
 Policy%20on%20Familiarisation%20Programme.pdf.
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board of Directors has approved the criteria
 for performance evaluation of all Directors, the Committees of
 Directors and the Board as a whole, on the Recommendation of the
 Nomination and Remuneration Committee of the Company. An annual
 performance evaluation of all Directors, the Committees of Directors
 and the Board as a whole was carried out during the year. For the
 purpose of carrying out performance evaluation, assessment
 questionnaires were circulated to all Directors and their feedback was
 obtained and recorded.
 
 Policy on Directors'' Appointment and Remuneration Policy
 
 Pursuant to the provisions of Section 178 of the Companies Act, 2013
 and Clause 49 of the Listing Agreement, the Board of Directors has
 approved the (i) Policies for nomination and selection of Independent
 Directors and Non-Executive Non-Independent Directors and (ii)
 Remuneration Policy on the Recommendation of the Nomination and
 Remuneration Committee of the Company. The aforesaid policies are
 attached to this Report at Annexure – II (A) and Annexure – II (B)
 respectively.
 
 Fixed Deposits
 
 The Company has stopped accepting / renewing deposits from 1st April,
 2014. During the year, the Company filed a petition to the Company Law
 Board (CLB) under Section 74(2) of the Companies Act, 2013 (Act)
 praying that it should be allowed to make repayment of Deposits
 accepted before the commencement of the Act along with interest thereon
 as and when they fall due or as and when any depositor approaches it
 for premature payment, instead of repaying the same on or before 31st
 March, 2015.
 
 The CLB, vide its Order dated 6th May, 2015, allowed extension of time
 up to 30th June, 2016, for repayment of the aforesaid Deposits along
 with interest due thereon and also directed the Company to make
 payments to those depositors who approach the Company before 30th June,
 2016.
 
 The Company has total outstanding Deposits of Rs. 21.41 Crore (including
 unclaimed deposits), as on 31st March, 2015.
 
 The details relating to deposits, covered under Chapter V of the
 Companies Act, 2013 are provided hereunder:
 
 (a) accepted during the year         : Nil
 
 (b) remained unpaid or unclaimed as 
 at the end of the year               : 61,91,000/- 
 
 (c) whether there has been any default in repayment of deposits or
 payment of interest thereon during the year and if so, number of such
 cases and the total amount involved- 
 
 (i) at the beginning of the year  : Not Applicable 
 
 (ii) maximum during the year      : Not Applicable 
 
 (iii) at the end of the year      : Not Applicable
 
 The details of deposits, not in compliance with the requirements of
 Chapter V of the Act: Nil
 
 Particulars regarding the Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
 Rules, 2014, is annexed herewith as Annexure – III forming part of this
 Report.
 
 Particulars of Employees
 
 In terms of the provisions of Section 197(12) of the Companies Act,
 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, a statement showing
 the names and other particulars of the employees drawing remuneration
 in excess of the limits set out in the said rules are attached as
 Annexure –IV.
 
 Disclosure pertaining to remuneration and other details as required
 under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 are provided in Annexure – V.
 
 Auditors and Auditors'' Report
 
 M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory
 Auditors of the Company, were appointed by the Shareholders at the 34th
 Annual General Meeting of the Company held on 22nd September, 2014, for
 a period of three consecutive years until the conclusion of the 37th
 Annual General Meeting of the Company.  Pursuant to the provisions of
 Section 139 of the Companies Act, 2013, the matter relating to the
 appointment of the aforesaid Joint Statutory Auditors shall be placed
 for ratification by members at the ensuing Annual General Meeting of
 the Company. The Notes on financial statement referred to in the
 Auditors'' Report are self- explanatory and do not call for any further
 comments. The Auditors'' Report does not contain any qualification,
 reservation or adverse remark.
 
 Cost Auditors
 
 In accordance with the provisions of Section 148 of the Companies Act,
 2013 read with Companies (Cost Records and Audit) Rules, 2014 as
 amended vide Companies (Cost Records and Audit) Amendment Rules, 2014
 vide notification dated 31st December, 2014, your Company is required
 to get its cost accounting records audited by a Cost Auditor and has
 accordingly appointed M/s.  Ramanath Iyer & Co., Cost Accountants, for
 this purpose for FY 2015-16. The Cost Audit for FY 2014-15 was
 completed within specified time and report was filed with the Central
 Government.
 
 The remuneration of the Cost Auditors shall be placed for ratification
 by members in terms of Section 148 of the Companies Act, 2013 read with
 Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
 
 Secretarial Auditors
 
 The Board has appointed Ms. Shipra Chattree, Practicing Company
 Secretary (COP no.13539), to conduct Secretarial Audit for the
 financial year 2014-15. The Secretarial Audit Report for the financial
 year ended March 31, 2015 is annexed herewith marked as Annexure - VI
 to this Report. The Secretarial Audit Report does not contain any
 qualification, reservation or adverse remark.
 
 Corporate Social Responsibility
 
 The Corporate Social Responsibility Committee has formulated and
 recommended to the Board, a Corporate Social Responsibility Policy
 (CSR Policy) indicating the focus areas of Company''s CSR activities.
 
 In line with the CSR philosophy and the focus areas, the Company has
 planned interventions in the fields of education & vocational training,
 integrated health care, women empowerment, social projects, rural
 infrastructure development, environment sustainability, sports,
 preservation of art and culture, business of human rights and disaster
 management. The Disclosure as per Rule 9 of the Companies (Corporate
 Social Responsibility Policy) Rules, 2014 is annexed to this Report at
 Annexure - VII.
 
 The CSR Policy can be accessed on the Company''s website at the link:
 http://jindalstainless.com/images/JSL%20CSR%20Policy.pdf.
 
 Internal Financial Controls
 
 The Company has in place adequate internal financial controls with
 reference to financial statements. During the year, such controls were
 tested and no reportable material weakness in the design or operation
 was observed.
 
 Sexual Harassment cases
 
 The Company has in place a policy on prevention of sexual harassment at
 workplace in accordance with the provisions of Prevention, Prohibition
 and Redressal of Sexual Harassment of Women at Workplace Act, 2013,
 which came into effect from 9th December, 2013. The policy aims at
 prevention of harassment of employees and lays down the guidelines for
 identification, reporting and prevention of sexual harassment. There is
 an Internal Complaints Committee (ICC) which is responsible for
 redressal of complaints related to sexual harassment and follows the
 guidelines provided in the policy.
 
 During the year ended 31st March, 2015, no complaints were recieved
 pertaining to sexual harassment.
 
 Audit Committee
 
 The Audit Committee comprises of the following four Directors out of
 which three are Independent Directors:
 
 Sl. Name                      Status
 No
 
 1   Mr. Suman Jyoti Khaitan   Chairman
 
 2   Mr. TS. Bhattacharya      Member
 
 3   Mr. Gautam Kanjilal       Member
 
 4   Mr. Kanwaljit Singh Thind Member
 
 All the recommendations made by the Audit Committee during the
 financial year 2014-15 were accepted by the Board.
 
 CSR Committee
 
 The CSR Committee comprises of the following three Directors out of
 which one is Independent Director:
 
 Sl.  Name                        Status
 No
 
 1    Mr. Ratan Jindal            Chairman
 
 2    Mr. Rajinder Parkash Jindal Member
  
 3    Mr. Girish Sharma           Member
 
 Stock Exchanges where the shares are listed
 
 National Stock Exchange of India Ltd.,     BSE Ltd.  
 Exchange Plaza, 5th Floor, Plot No. C/1,   Phiroze Jeejeebhoy 
 G - Block, Bandra-Kurla Complex,           Towers, Dalal Street
 Bandra (E),Mumbai - 400 051                Mumbai - 400 001
 
 The annual listing fee was paid to both the stock exchanges.  No shares
 of the Company were delisted during the financial year 2014-15.
 
 Extract of Annual Return
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure -VIII.  Number of Board Meetings
 
 The Board of Directors met 5 (five) times during the financial year
 ended on 31st March, 2015. The details of Board Meetings and the
 attendance of the Directors are provided in the Corporate Governance
 Report forming part of this Annual Report.
 
 Whistle Blower Policy / Vigil Mechanism
 
 Pursuant to the provisions of Section 177(9) read with Companies
 (Meetings of Board and its Powers) Rules, 2014 of the Companies Act,
 2013 and Clause 49 of the Listing Agreement, the Company has a Vigil
 Mechanism namely, Whistle Blower Policy for directors, employees and
 business partners to report genuine concerns about unethical behavior,
 actual or suspected fraud or violation of the Company''s code of conduct
 or ethics policy. The Whistle Blower Policy is posted on the website of
 the Company and can be accessed at the link:
 http://jindalstainless.com/whistleblower.php.
 
 Particulars of loans, guarantees or investments by the Company under
 section 186
 
 The particulars of loans, guarantees or investments by the Company
 under section 186 are stated in Notes to Accounts, forming part of this
 Annual Report.
 
 Contracts or Arrangements with Related Parties
 
 The Company has entered into contracts / arrangements with the related
 parties in the ordinary course of business and on arm''s length basis.
 
 Your Directors draw attention of the members to Note 53 to the
 financial statement which sets out related party disclosures. Based on
 the recommendations of the Audit Committee, your Board of Directors had
 approved the Policy on Related Party Transactions in accordance with
 Clause 49 of the Listing Agreement and as per the provisions of the
 Companies Act, 2013. The Policy on materiality of related party
 transactions and dealing with related party transactions as approved by
 the Board may be accessed on the Company''s website at the link:
 http://www.jindalstainless.com/images/Policy%20on%20dealing%
 20with%20Related%20Party%20Transactions.pdf
 
 In terms of Clause 49 of the Listing Agreement, all transactions with
 related parties, which are of material in nature, are subject to the
 approval of the Members of the Company. The requisite resolution in
 order to comply with the aforesaid requirements of Clause 49 of the
 Listing Agreement, as detailed at Item No. 15 of the Notice and
 relevant Explanatory Statement is commended for the members'' approval.
 
 Risk Management
 
 The Company has laid down procedures to inform Board members about the
 risk assessment and minimization procedures. These procedures are
 periodically reviewed to ensure that executive management controls risk
 through means of a properly defined framework. The Company has also
 devised a Risk Management Policy for identification of elements of
 risks and procedures for reporting the same to the Board.
 
 The change in the nature of business, if any
 
 There has been no change in the nature of Company''s business during the
 financial year ended on 31st March, 2015.
 
 Material Changes and Commitments, if any, affecting the financial
 position of the Company
 
 During the half year ended 30th September, 2015, the Company has
 achieved total income of Rs. 3,262.13 Crores with EBIDTA of Rs. 308.86
 Crores. The Company incurred net loss of Rs. 388.59 Crores during this
 period. This has resulted into erosion in the net worth of the Company.
 However, with the impending implementation of Section III and IV of the
 Scheme and proposed conversion of Funded Interest Term Loan of around Rs.
 1,000 Crores by the CDR Lenders into Equity Share Capital and CRPS /
 OCRPS, the net worth of the Company is expected to improve
 substantially. Further, the optimism on changing market conditions is
 also expected to improve financial position of the Company.
 
 Any significant and material orders passed by the regulators or courts
 or tribunals impacting the going concern status and company''s
 operations in future
 
 During the financial year there is no such significant material orders
 passed by the regulators or courts or tribunals impacting the going
 concern status and company''s operations in future.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under section 134(5) of the Companies Act,
 2013 with respect to directors'' responsibility statement, it is hereby
 confirmed that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2015 and of the profit and loss of the
 Company for the year ended on that date;
 
 (c) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (d) the Directors had prepared the annual accounts on a going concern
 basis;
 
 (e) the Directors had laid down internal financial controls to be
 followed by the Company and such internal financial controls are
 adequate and were operating effectively; and
 
 (f) the Directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 Corporate Governance
 
 A separate section on Corporate Governance and a certificate from the
 practicing Company Secretary regarding compliance of conditions of
 Corporate Governance as stipulated under Clause 49 of the Listing
 Agreement with the stock exchanges, form part of this Annual Report.
 
 Acknowledgement
 
 Your Directors would like to express their gratitude for the valuable
 assistance and co-operation received from shareholders, banks,
 government authorities, customers and vendors. Your Directors also wish
 to place on record their appreciation for the committed services of all
 the employees of the Company.
 
                             For and on behalf of the Board of Directors
 
 Place: New Delhi                                           Ratan Jindal
 
 Date : 6th November, 2015                Chairman and Managing Director
Source : Dion Global Solutions Limited
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