The Members,
 
 The Directors are pleased to present the 32nd Annual Report on the
 business and operations of your Company together with the Audited
 Statement of Accounts for the year ended 31st March, 2012.
 
 Financial Results
 
 Your Company''s performance for the financial year ended 31st March,
 2012 is stated below:
 
                                                    ( Rs. in Crores )
                                    Standalone       Consolidated
 Particulars              Year Ended  Year Ended   Year Ended  Year Ended
                          31.03.2012  31.03.2011   31.03.2012  31.03.2011
 
 Revenue from 
 operations (Gross)       8,498.33    7,351.27     9,364.29    8,035.85
 
 Less: Excise Duty 
 on sales                   607.28      512.29       598.98      503.62
 
 Revenue from 
 Operation (Net)          7,891.05    6,838.97     8,765.31    7,532.23
 
 Profit before other 
 Income, Finance 
 Cost, Depreciation,        904.04    1,081.03       947.65    1,173.66
 Exceptional Items, Tax 
 & Amortisation (EBIDTA)
 
 Add: Other Income           75.31       56.99        57.88       49.26
 
 Less: Finance Costs        516.80      388.74       570.17      429.25
 
 Less: Depreciation / 
 Amortisation               408.61      356.14       448.50      395.46
 
 Profit /(Loss)Before Tax 
 & Exceptional Items         53.94      393.13       (13.14)     398.21
 
 Add: Exceptional Items 
 – Gain/(Loss)             <207.76)      54.22      (231.45)      74.77
 
 Profit/(Loss) Before Tax  (153.82)     447.36      (244.59)     472.97
 
 Less: Tax Expenses         (49.91)     129.02       (63.15)     154.20
 
 Net Profit /(loss) 
 after Tax                 (103.91)     318.34      (181.44)     318.77
 
 Share in Profit / (Loss) 
 of Associate                  -           -          (1.22)      (0.49)
 
 Minority Interest             -           -          (2.89)       4.11
 
 Net Profit / (Loss)
 (After Adjustment for 
 Associate & Minority 
 Interest)                 (103.91)     318.34      (179.78)     314.17 
 
 Add: Amount brought 
 forward                    716.58      374.65       704.39      379.67
 
 Debenture Redemption 
 Reserve written back         6.01       23.59         6.01       23.59
 
 Amount available for 
 Appropriation              618.69      716.58       530.63      717.43
 
 Less: General Reserve         -           -            -         13.04
 
 Net Surplus in the 
 Statement of Profit 
 & Loss                     618.69      716.58       530.63      704.39
 
 During the year, the Gross Revenue from operations of your Company on
 standalone basis has increased by 16% at Rs. 8,498.33 crore as compared
 to Rs. 7,351.27 crore during previous financial year 2010-11. The Profit
 before other income, Finance Cost, Depreciation, Exceptional Items, Ta
 x & Amortisation on standalone basis stood at Rs. 904.04 crore as
 compared to Rs. 1,081.03 crore during previous year.
 
 Further, during the year, the Consolidated Gross Revenue from
 operations of your Company has increased by 17% at Rs. 9,364.29 crore as
 compared to Rs. 8,035.85 crore during previous financial year 2010-11.
 Consolidated Profit before other income, Finance Cost, Depreciation,
 Exceptional Items, Tax & Amortisation stood at Rs. 947.65 crore as
 compared to Rs. 1,173.66 crore during previous year.
 
 The financial results of your Company during the year have been
 adversely impacted inter-alia on account of (i) adverse exchange
 fluctuation arising on account of sharp depreciation of Indian Rupee
 (ii) subdued global economic sentiments emanating from European crisis
 and surge in imports of stainless steel flat products into India caused
 by aggressive price under cutting, dumping and other trade restrictive
 practices adopted by overseas stainless steel producers (iii)
 unprecedented increase in raw material prices of chrome ore and coal.
 
 Change of Name
 
 During the year, the name of your Company has been changed from JSL
 Stainless Limited to Jindal Stainless Limited. Consequent upon change
 of name, the Registrar of Companies, has issued fresh Certificate of
 Incorporation on 7th December, 2011.
 
 Operations
 
 Your Company is the largest integrated stainless steel Company in India
 producing diversified stainless steel flat products. It has three
 manufacturing facilities in India, located at Hisar in the State of
 Haryana, Jajpur in the State of Odisha and Vizag in the State of Andhra
 Pradesh. The facilities include captive chromite mines, ferro-alloy
 facilities, captive thermal power plants and stainless steel melting,
 hot rolling, cold rolling and downstream value-added facilities.
 
 (A) Hisar Division:
 
 Hisar is having stainless steel melting capacity of 800,000 tons per
 annum. During the year, the plant has achieved highest ever production
 in most of its production facilities, steel melt shop, hot rolling,
 cold rolling and specia product division. The steel melt shop achieved
 production of 723,418 tons as compared to 701,814 tons during financial
 year 2010-11. Hot rolling mill and cold rolling mill processed 540,671
 tons of hot rolled products and 260,447 tons of cold rolled annealed
 pickled products respectively. The special product division produced
 24,478 tons of speciality steel which represents growth of around 8%
 over previous year. Higher value added product with thickness of 0.10
 mm was also up by around 23%. Your Company is making all its efforts to
 serve the market needs through various planned projects like 0.10 mm
 thick blade steel production enhancement. 430 BA finishing facilities
 are under advance stage and will be commissioned by March, 2013.
 
 To control the product cost and protect environment, modernized Acid
 Recovery Systems was successfully installed during the year. Further
 various cost saving initiatives like reutilization of refractory, power
 savings etc. have been taken throughout the year to control the product
 costs. There has been special focus to maximize usage of stainless
 steel scrap in production to reduce overall cost of production. This
 also enables us to contribute to the green environment through
 recycling.
 
 (B) Odisha Division
 
 Your Company has successfully operated stainless steel making facility
 with a capacity of 800,000 tons per annum and has started rolling of
 stainless steel products from this facility for over a year. The
 ramp-up and stabilization of finishing facilities are in progress.
 During the year under review, steel melting shop produced 95,573 tons,
 hot strip mill processed 114,137 tons and facilities in cold rolling
 mill processed 67,351 tons of stainless steel. The project initially
 conceived in SEZ has been de-notificated during the year due to the
 changing global business scenario. The stainless steel facilities under
 operations at Odisha are state of art facilities and have substantially
 enhanced the product portfolio of the Company including wider width
 products of upto 1600 mm.
 
 The ferro alloys production during the year stood at 57,316 tons. There
 were challenges in procuring the chrome ore from domestic sources at
 cost effective prices, which impacted the overall production and the
 capacity utilizations during the year. However, in order to reduce the
 costs, the Company worked on improving chromium recoveries & higher
 usage of hard lumpy ore & replacing usage of coke with anthracite coal.
 The Company has also taken up the matter with various government
 agencies to rationalize the chrome ore bidding process.
 
 The operations at 250 MW thermal power plant were adversely low on
 account of higher input prices of therma coal and drop in prices of
 surplus power sold to the state grid. Only one of the two power plants
 was primarily producing power and it generated around 741 million units
 (net), of which around 119 million units were exported to Hisar plant.
 The production at 14 MW power plant was 21.56 million units (net) and
 the plant has achieved maximum days generation of 0.34 MU at a PLF of
 101.19% in December, 2011.
 
 The chromite mines division produced 32,875 MT of chromite ore
 concentrate which is much higher than previous year production and also
 achieved 66,000 MT chrome ore from Mines pit for the year.
 
 The coke oven facility was operated under lease with work arrangement
 for conversion of coal into coke. The coke oven battery successfully
 produced metallurgical coke with gradual ramp-up. For the year, the
 total production out of the coke oven facility stood at 285,368 tons of
 coke.
 
 (C) Vizag Division
 
 Vizag plant produces High Carbon Ferro Chrome (HCFC) with capacity of
 40,000 tons per annum. The chrome ore required for the production of
 HCFC is sourced from the captive mines at Sukinda and the output is
 transferred to Hisar plant. During the year, the plant produced 24,832
 tons of HCFC as compared to 32,836 tons during the previous year. The
 primary reason towards the slowdown during the year was due to shutdown
 of 16 MVA furnace for about two months for relining work and also the
 power restriction imposed by the state power distributing company,
 APEPDCL.
 
 Corporate Debt Restructuring (CDR)
 
 Pursuant to the approval of CDR (the Scheme) in January 2010 and
 signing of Master Restructuring Agreement (MRA) in March 2010, the
 financial obligations to the domestic lenders were rescheduled
 including creation of funded interest term loan (FITL), adjustment in
 interest rates and additional security in favour of lenders. The Scheme
 was subsequently amended in December 2010 on account of early
 completion of certain projects and reduction in FITL. However, keeping
 in mind the current business & economic outlook environment, the
 Company is in fresh negotiation with the domestic and international
 lenders and has made fresh proposal to the lenders to re-work its debt
 obligations including reworking of repayment schedule, adjustments
 towards interest obligations, overdue financial obligations etc.
 
 Share Capital
 
 During the year, the Company allotted 21,89,833 equity shares of Rs. 2/-
 each upon conversion of 1200 Convertible Bonds of US$ 5,000 each into
 equity shares.
 
 As on 31st March, 2012, the subscribed and paid up share capital of the
 Company stands at Rs. 37,90,11,250/- divided into 18,95,05,625 equity
 shares of Rs. 2/- each.
 
 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 year ended 31st March, 2012.
 
 Employees Stock Option Scheme
 
 The Company has not granted / vested any stock options to Employees or
 Directors during the year under review. Out of total 3,106,250 stock
 options outstanding at the beginning of the year, 487,500 stock options
 lapsed on account of leaving of service by Employees, due to
 resignation, retirement or otherwise. As at the end of the year
 2,618,750 stock options remain granted amongst the Employees &
 Directors.
 
 The first vesting as per the approved Employees Stock Option Scheme,
 2010 of the Company will be on 28th July, 2012.
 
 Quality Management Systems
 
 Your Company is committed to continual quality improvement of all of
 its products, processes and services to meet customer requirements and
 expectations by means of a stringent Quality Management System (ISO
 9001:2008). While your Company is also an ISO 14001:2004 (EMS) & OHSAS
 18001:2007 certified, it''s products are also certified for PED
 (97/23/EC) and AD 2000 W0. These certifications demonstrate the
 capability of our product to meet the stringent requirements of the
 European Union for Pressurized applications like boilers, pressure
 vessels, valves etc.
 
 Research & Development
 
 Your Company produces wide range of flat stainless steel products
 including austenitic, ferritic, martensitic and duplex grades and has
 global recognition for pioneering work towards development and
 commercialisation of 200 series of stainless steels. The wide spectrum
 encompasses from lean austenitic to super-austenitic, lean duplex to
 super-duplex, low cost ferritic to stabilized high chromium ferritic
 stainless steels. The range of stainless steels covers complete
 requirements of customers seeking materials that are lustrous,
 resistant to corrosion, withstand high temperatures, highly weldable
 and easy to deep draw.  During the year under review, your Company has
 successfully developed and marketed high nitrogen austenitic stainless
 steel X8CrMnN18-18, lean duplex stainless steel UNS S32101 and
 stabilized high chromium ferritic stainless steel UNS S 44500.
 
 Information Technology
 
 Your Company is rapidly expanding its operational capacity with
 successful commissioning of its Phase II Odisha Plant. Given the growth
 strategy of the Company, the IT department is working on building a
 real-time, integrated, strong and stable ERP foundation to support its
 business growth imperatives. During the year, it has initiated an ERP
 lead, business transformation project to re-implement SAP ECC 6.0
 version, which will cover all basic business, production and
 operational functionalities along with the supply chain management,
 treasury, IS-Mill, human resources and analytics solutions. This
 massive SAP-ERP implementation project, named as Project Manthan will
 have a total rollout period of approx. 2- 3 years for domestic and
 international operations.
 
 Subsidiary Companies
 
 As on 31st March, 2012, your Company has 17 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) Jindal Stainless Steelway Limited; (vii) JSL
 Lifestyle Limited; (viii) JSL Architecture Limited; (ix) Green Delhi
 BQS Limited; (x) JSL Media Limited; (xi) JSL Group Holdings Pte. Ltd.,
 Singapore; (xii) JSL Ventures Pte. Ltd., Singapore; (xiii) JSL Europe
 S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv)
 Jindal Aceros Inoxidables S. L., Spain; (xvi) JSL Logistics Limited and
 (xvii) Iberjindal S.L., Spain.
 
 Pursuance to the general circular issued by the Ministry of Corporate
 Affairs, Government of India, the balance sheet, profit and loss
 account and other documents of the Subsidiary companies are not
 attached with the balance sheet of your Company.  The annual accounts
 and other related documents of the Subsidiaries are available at the
 website of the Company and will be made available to any member of the
 Company who may be interested in obtaining the same. The annual
 accounts of the Subsidiary companies will be kept open for inspection
 by any shareholder at the registered office of the Company and of the
 respective Subsidiary companies during normal business hours. The
 consolidated financial statements of the Company include the financial
 results of all the Subsidiary companies.
 
 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.
 
 Directors
 
 During the period under report, the Board of Directors appointed Mr.
 Ramesh R. Nair and Mr. Jitender P. Verma as Additiona
 
 Directors with effect from 3rd November, 2011 and 9th February, 2012
 respectively. The appointment of Mr. Ramesh R. Nair was subsequently
 approved by the Shareholders in the Extraordinary General Meeting held
 on 30th November, 2011. The Company has received a Notice pursuant to
 section 257 of the Companies Act, 1956, from a member signifying his
 intention to propose Mr. Jitender P. Verma as a candidate for the
 office of Director.
 
 During the above period, Mr. Arvind Parakh has resigned from the Board
 of Directors of the Company with effect from 1st October, 2011. The
 Board places on record its appreciation for the valuable contribution
 made by him during his tenure.
 
 Smt. Savitri Jindal, Mr. Naveen Jindal and Mr. Subash Singh Virdi,
 directors, will retire at the Annual General Meeting by rotation and,
 being eligible, offer themselves for re-appointment.
 
 Brief resume of the above 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 section on corporate governance in the
 annual report.
 
 Listing on Stock Exchanges
 
 The equity shares of your Company are listed on the BSE Limited (BSE)
 and National Stock Exchange of India Limited (NSE).  The annual listing
 fee for the year 2012-13 has been paid to both the stock exchanges
 where equity shares of your Company are listed. GDS of the company are
 listed at Luxembourg Stock Exchange.
 
 Fixed Deposits
 
 The company has accepted/renewed deposits amounting to Rs. 60,657,000
 during the year under review. There were no overdue deposits on 31st
 March, 2012, except Rs.12,461,000/- which remain unclaimed.
 
 Particulars Regarding the Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo
 
 The information relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo required to be disclosed under The
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is given in Annexure-1 forming part of this
 report.
 
 Particulars of Employees
 
 As required by the provisions 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 the annexure to the Directors'' report. However, as per the
 provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 report and accounts are being sent to all the shareholders of the
 Company excluding the aforesaid information. Any shareholder interested
 in obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 Auditors and Auditors'' Report
 
 M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., joint statutory
 auditors of the Company, hold office until the conclusion of the
 ensuing annual general meeting and are eligible for re-appointment. The
 Company has received letters from them to the effect that their
 appointments, if made, would be within the prescribed limits under
 section 224 (1B) of the Companies Act, 1956 and also that they are not
 otherwise disqualified within the meaning of sub section (3) of section
 226 of the Companies Act, 1956, for such appointment.
 
 The notes to the accounts referred to in the auditors'' report are
 self-explanatory and, therefore, do not call for any further comments.
 
 Cost Auditors
 
 The Board of Directors has re-appointed M/s. Ramanath Iyer & Co., Cost
 Accountants, the cost auditors for conducting the audit of cost audit
 records in respect of Steel business for the financial year 2012-13
 subject to approval of the Central Government. Application for approval
 of the Central Government for such re-appointment would be made by the
 Company.  Particulars of Cost Auditor and Cost Audit Report, as
 required vide General Circular No. 15/2011 dated 11th April, 2011
 issued by Cost Audit Branch, Ministry of Corporate Affairs, Government
 of India, are as under:
 
 Name of the Cost Auditor:
 
 M/s. Ramanath Iyer & Co.
 
 Cost Accountants, BL-4 (Paschmi),
 
 Shalimar Bagh, Delhi – 110 088.
 
 Names and Membership No. of Partners of Firm
 
 Ms. R. Parvathy, M. No. 13848 Dr. D. Jagannathan, M. No. 5839 Mr. V. A.
 Sundaram, M. No. 818
 
 Due date for filing of Cost Audit Report for the financial year 2010-11
 by the Cost Auditor with the Central Government
 
 Within 180 days from the close of company''s financial year, i.e. upto
 27th September, 2011.
 
 Date of actual filing of Cost Audit Report for the financial year
 2010-11 with the Central Government.
 
 Cost Audit Report for the financial year 2010-11 was filed with the
 Central Government on 27th September, 2011.
 
 Dematerialisation of Shares
 
 The members are aware that the Company''s equity shares are under
 compulsory trading in dematerialised form for all categories of
 investors. The members are, therefore, again advised to get their
 shares dematerialised as trading of the shares will have to be in the
 electronic form only.
 
 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 that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 (b) the Directors have 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, 2012 and of the profit or loss of the
 Company for the year ended on that date;
 
 (c) the Directors have 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; and
 
 (d) the Directors have prepared the annual accounts of the Company on a
 ''going concern'' basis.
 
 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, forms part of the annual report.
 
 Management Discussion and Analysis Report
 
 Management discussion and analysis report as required under the listing
 agreements with the stock exchanges is enclosed with this 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                                        Savitri Jindal
 
 Date :29th May, 2012                                       Chairperson